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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
March 31, 2023
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
colorlogoa21.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 April 30, 2023 was: 42,274,286 Class A; 2,242,534 Class B; and 169,476,298 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 March 31, 2023 and December 31, 2022 (unaudited)
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)
Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three Months Ended March 31, 2023 and 2022 (unaudited)
Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2023 and 2022 (unaudited)
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (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.
2022 Form 10-KAnnual Report on Form 10-K as filed with the SEC under the Exchange Act for the year ended December 31, 2022
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
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
2029 LPR Senior Secured Notes$820 million principal amount 5.125% senior secured notes due July 15, 2029 issued by LCPR Senior Secured Financing
2031 LCR Term Loan A$50 million principal amount 10.875% senior secured term loan due January 15, 2031 issued by Liberty Servicios; from July 15, 2028 and thereafter, the applicable interest rate will increase by 0.125% per annum for each of the Sustainability Performance Targets (as defined in the credit agreement) not achieved by Liberty Costa Rica by no later than December 31, 2027
2031 LCR Term Loan B$400 million principal amount 10.875% senior secured term loan due January 15, 2031 issued by Liberty Servicios; from July 15, 2028 and thereafter, the applicable interest rate will increase by 0.125% per annum for each of the Sustainability Performance Targets (as defined in the credit agreement) not achieved by Liberty Costa Rica by no later than December 31, 2027
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 subject to certain margin adjustments based on respective one-month, three-month or six-month maturities
América MóvilAmérica Móvil S.A.B. de C.V.
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
BBVI 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

GLOSSARY OF DEFINED TERMS – (Continued)
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 JVJoint venture between Liberty Latin America and América Móvil that is 50:50 owned by each investee, the formation of which occurred during October 2022
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$378 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; 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
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
FCPAUnited States Foreign Corrupt Practices Act of 1977, as amended
FXForeign currency translation effects
JMDJamaican dollar
LCPRLiberty Communications of Puerto Rico LLC

GLOSSARY OF DEFINED TERMS – (Continued)
LCPR Loan Financing
LCPR Loan Financing LLC, a consolidated special purpose financing entity that was created for the primary purpose of facilitating the issuance of certain term loan debt. LCPR is required to consolidate LCPR Loan Financing as a result of certain variable interests in LCPR Loan Financing, for which LCPR is considered the primary beneficiary.
LCPR Senior Secured Financing
LCPR Senior Secured Financing Designated Activity Company, a consolidated special purpose financing entity that was created for the primary purpose of facilitating the issuance of certain debt offerings. Liberty Mobile is required to consolidate LCPR Senior Secured Financing as a result of certain variable interests in LCPR Senior Secured Financing, of which Liberty Mobile is considered the primary beneficiary.
Liberty Communications PRLiberty Communications PR Holding LP and its subsidiaries, which include LCPR and Liberty Mobile and its subsidiaries
Liberty Costa RicaReportable segment comprising Liberty Servicios and Liberty Telecomunicaciones
LCR Credit FacilitiesSenior secured credit facilities of Liberty Servicios comprised of: (i) 2031 LCR Term Loan A; (ii) 2031 LCR Term Loan B; and (iii) LCR 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., an indirectly 80%-owned subsidiary in Costa Rica, and its subsidiaries, including Liberty Telecomunicaciones
LCR Revolving Credit Facility$60 million SOFR + 4.25% amended and restated revolving credit facility due January 15, 2028 of Liberty Servicios
LCR Term Loan B-1 Facility$277 million principal amount LIBOR + 5.50% term loan facility, 50% of which was due February 1, 2024 and 50% due August 1, 2024, of Liberty Servicios (repaid January 2023)
LCR Term Loan B-2 FacilityCRC 80 billion principal amount TBP + 6.75% term loan facility, 50% of which was due February 1, 2024 and 50% due August 1, 2024, of Liberty Servicios (repaid January 2023)
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) 2028 LPR Term Loan; and (ii) LPR Revolving Credit Facility
LPR Revolving Credit Facility$173 million LIBOR + 3.5% revolving credit facility due March 15, 2027 of LPR
LPR Senior Secured Notes
Senior secured notes of Liberty Puerto Rico comprised of: (i) 2029 LPR Senior Secured Notes; and (ii) 2027 LPR Senior Secured Notes
OFACOffice of Foreign Assets Control
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
Share Repurchase Program
The 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. Subsequent to March 31, 2023, our Directors approved an additional $200 million for the repurchase of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2025.

GLOSSARY OF DEFINED TERMS – (Continued)
SOFRReference rate based on secured overnight financing rate administered by the Federal Reserve Bank of New York
TBPTasa Básica Pasiva interest rate
TelefónicaTelefónica, S.A., a telecommunications company
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
Weather DerivativesWeather derivative contracts that provide insurance coverage for certain weather-related events


LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
 
March 31,
2023		December 31,
2022
 in millions
ASSETS
Current assets:
Cash and cash equivalents$671.8 $781.0 
Trade receivables, net623.7 603.3 
Prepaid expenses76.6 65.1 
Current notes receivable, net98.6 92.0 
Current contract assets101.5 107.3 
Other current assets, net420.8 430.2 
Total current assets1,993.0 2,078.9 
Goodwill 3,463.8 3,421.3 
Property and equipment, net 4,269.5 4,293.6 
Intangible assets not subject to amortization
1,592.8 1,592.8 
Intangible assets subject to amortization, net
659.8 688.1 
Other assets, net 1,442.3 1,500.5 
Total assets$13,421.2 $13,575.2 



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

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS – (Continued)
(unaudited)
March 31,
2023		December 31,
2022
 in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$426.4 $525.1 
Current portion of deferred revenue 154.1 151.7 
Current portion of debt and finance lease obligations261.4 226.9 
Accrued interest103.3 118.2 
Accrued payroll and employee benefits78.7 82.1 
Current operating lease liabilities91.9 76.7 
Other accrued and current liabilities 571.2 581.2 
Total current liabilities1,687.0 1,761.9 
Long-term debt and finance lease obligations 7,653.8 7,653.8 
Deferred tax liabilities 677.2 691.2 
Deferred revenue101.2 109.3 
Other long-term liabilities 779.8 792.9 
Total liabilities10,899.0 11,009.1 
Commitments and contingencies
Equity:
Liberty Latin America shareholders:
Class A, $0.01 par value; 500.0 million shares authorized; 52.5 million and 42.6 million shares issued and outstanding, respectively, at March 31, 2023; 51.8 million and 42.7 million shares issued and outstanding, respectively, at December 31, 2022
0.5 0.5 
Class B, $0.01 par value; 50.0 million shares authorized; 2.2 million shares issued and outstanding at March 31, 2023; 2.1 million shares issued and outstanding at December 31, 2022
— — 
Class C, $0.01 par value; 500.0 million shares authorized; 189.0 million and 170.6 million shares issued and outstanding, respectively, at March 31, 2023; 187.4 million and 171.3 million shares issued and outstanding, respectively, at December 31, 2022
1.9 1.9 
Undesignated preference shares, $0.01 par value; 50,000,000 shares authorized; nil shares issued and outstanding at each period
— — 
Treasury shares, at cost; 28.3 million and 25.3 million shares, respectively
(268.0)(243.4)
Additional paid-in capital
5,207.3 5,177.1 
Accumulated deficit(2,919.2)(2,869.5)
Accumulated other comprehensive loss, net of taxes(126.0)(149.2)
Total Liberty Latin America shareholders
1,896.5 1,917.4 
Noncontrolling interests625.7 648.7 
Total equity2,522.2 2,566.1 
Total liabilities and equity$13,421.2 $13,575.2 
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 March 31,
 20232022
 in millions, except per share amounts
Revenue $1,103.8 $1,216.2 
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services
243.4 303.4 
Other operating costs and expenses
483.1 506.3 
Depreciation and amortization234.6 214.1 
Impairment, restructuring and other operating items, net29.7 7.8 
990.8 1,031.6 
Operating income113.0 184.6 
Non-operating income (expense):
Interest expense(146.6)(129.7)
Realized and unrealized losses on derivative instruments, net(59.1)(33.7)
Foreign currency transaction gains, net49.2 96.6 
Losses on debt extinguishments, net(4.6)— 
Other expense, net(1.7)(4.8)
(162.8)(71.6)
Earnings (loss) before income taxes(49.8)113.0 
Income tax expense(13.2)(22.8)
Net earnings (loss)(63.0)90.2 
Net (earnings) loss attributable to noncontrolling interests13.3 (9.6)
Net earnings (loss) attributable to Liberty Latin America shareholders$(49.7)$80.6 
Basic and dilutive net earnings (loss) per share attributable to Liberty Latin America shareholders$(0.23)$0.35 




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 March 31,
 20232022
 in millions
Net earnings (loss)$(63.0)$90.2 
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments20.4 (22.2)
Reclassification adjustments included in net earnings (loss)— (1.5)
Other, net2.2 (10.0)
Other comprehensive earnings (loss)22.6 (33.7)
Comprehensive earnings (loss)(40.4)56.5 
Comprehensive loss (earnings) attributable to noncontrolling interests13.9 (9.5)
Comprehensive earnings (loss) attributable to Liberty Latin America shareholders$(26.5)$47.0 


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 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 earnings— — — — — 80.6 — 80.6 9.6 90.2 
Other comprehensive loss— — — — — — (33.6)(33.6)(0.1)(33.7)
Repurchase of Liberty Latin America common shares— — — (56.0)— — — (56.0)— (56.0)
Share-based compensation— — 0.1 — 37.9 — — 38.0 — 38.0 
Balance at March 31, 2022$0.5 $— $1.9 $(130.0)$5,113.2 $(2,613.3)$(123.3)$2,249.0 $686.9 $2,935.9 
Balance at January 1, 2023$0.5 $— $1.9 $(243.4)$5,177.1 $(2,869.5)$(149.2)$1,917.4 $648.7 $2,566.1 
Net loss— — — — — (49.7)— (49.7)(13.3)(63.0)
Other comprehensive earnings— — — — — — 23.2 23.2 (0.6)22.6 
Repurchase of Liberty Latin America common shares— — — (24.6)— — — (24.6)— (24.6)
Cash and non-cash distributions to noncontrolling interest owners— — — — — — — — (9.1)(9.1)
Share-based compensation— — — — 30.2 — — 30.2 — 30.2 
Balance at March 31, 2023$0.5 $— $1.9 $(268.0)$5,207.3 $(2,919.2)$(126.0)$1,896.5 $625.7 $2,522.2 

The accompanying notes are an integral part of these condensed consolidated financial statements.
5

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) 
 Three months ended March 31,
 20232022
 in millions
Cash flows from operating activities:
Net earnings (loss)$(63.0)$90.2 
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Share-based compensation expense29.2 30.0 
Depreciation and amortization234.6 214.1 
Impairments and other non-cash losses, net16.0 4.0 
Amortization of debt financing costs, premiums and discounts, net8.5 9.5 
Realized and unrealized losses on derivative instruments, net59.1 33.7 
Foreign currency transaction gains, net(49.2)(96.6)
Losses on debt extinguishments, net4.6 — 
Deferred income tax expense (benefit)(17.1)0.1 
Changes in operating assets and liabilities, net of the effect of acquisitions(160.3)(162.7)
Net cash provided by operating activities62.4 122.3 
Cash flows from investing activities:
Capital expenditures, net(114.1)(164.2)
Cash paid in connection with acquisitions, net of cash acquired— (24.8)
Other investing activities, net(18.0)— 
Net cash used by investing activities$(132.1)$(189.0)












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

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(unaudited)
 Three months ended March 31,
 20232022
 in millions
Cash flows from financing activities:
Borrowings of debt$491.4 $38.6 
Payments of principal amounts of debt and finance lease obligations(495.7)(50.2)
Repurchase of Liberty Latin America common shares(21.9)(55.3)
Net cash received related to derivative instruments9.8 — 
Payment of financing costs and debt redemption premiums(14.8)(2.6)
Distributions to noncontrolling interest owners(0.4)— 
Other financing activities, net(3.8)(8.7)
Net cash used by financing activities(35.4)(78.2)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(4.2)2.0 
Net decrease in cash, cash equivalents and restricted cash(109.3)(142.9)
Cash, cash equivalents and restricted cash:
Beginning of period788.9 1,074.2 
End of period$679.6 $931.3 
Cash paid for interest
$149.6 $150.4 
Net cash paid for taxes
$19.9 $25.2 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements
March 31, 2023
(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 Liberty Telecomunicaciones; and (iv) prior to the closing of the formation of the Chile JV in October 2022, VTR, as further described below. C&W owns less than 100% of certain of its consolidated subsidiaries, including C&W Bahamas, C&W Jamaica and CWP.
We are an international provider of fixed, mobile and subsea telecommunications services. We provide:
A.residential and B2B services in:
i.over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and C&W Panama;
ii.Puerto Rico, through our reportable segment Liberty Puerto Rico; and
iii.Costa Rica, through our reportable segment Liberty Costa Rica.
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.
In October 2022, we completed the formation of the Chile JV by contributing the Chile JV Entities into the Chile JV. Subsequent to the formation of the Chile JV, we began accounting for our 50% interest in the Chile JV as an equity method investment. Prior to the formation of the Chile JV, VTR was a wholly owned subsidiary. As such, our condensed consolidated statements of operations and cash flows for the three months ended March 31, 2022 include VTR.
Unless otherwise indicated, ownership percentages are calculated as of March 31, 2023.
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 SEC 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 2022 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.
8
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Correction of Immaterial Errors
As further described in our 2022 Form 10-K, during the third quarter of 2022, 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, and other assets. The revisions to our March 31, 2022 condensed consolidated statements of operations, equity and cash flows as a result of these immaterial error corrections were not material.

(2)    Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2022-04
In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (ASU 2022-04), which requires that a buyer in a supplier finance program disclose certain information about the program to allow financial statement users to understand the nature of the program, activity during the period and changes to the program from period to period. In each annual reporting period, the disclosure requirements include (i) the key terms of the program, including payment terms, (ii) the amount and location in the balance sheet of obligations outstanding with the finance provider or intermediary, and (iii) a rollforward of the obligations during the annual period. In each interim reporting period, the disclosure requirements include the amount of obligations outstanding that the buyer has confirmed as valid to the finance provider or intermediary as of the end of the interim period. The rollforward disclosure is effective for fiscal years beginning after December 15, 2023, while the remaining annual disclosures are required to be disclosed on an interim basis in the year of adoption. With the exception of the rollforward disclosure requirements, we adopted ASU 2022-04 effective January 1, 2023. Disclosures surrounding our supplier finance programs are included in note 8.
Recent Accounting Pronouncements
ASU 2020-04, ASU 2021-01 and ASU 2022-06
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04), which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates, such as LIBOR. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (ASU 2021-01), which clarifies certain optional expedients and exceptions in Topic 848. The expedients and exceptions provided by ASU 2020-04 and ASU 2021-01 are for the application of U.S. GAAP to contracts, hedging relationships and other transactions affected by the rate reform, and was initially not intended to be available after December 31, 2022, other than for certain hedging relationships entered into before December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (ASU 2022-06), which defers the expiration date of Topic 848 from December 31, 2022, to December 31, 2024, and permits companies to apply the guidance in Topic 848 through the expected cessation date of USD LIBOR. We do not currently expect that the phase out of LIBOR will have a material impact on our condensed consolidated financial statements.

9
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
(3)    Current Expected Credit Losses
The aggregate changes in our allowance for expected credit losses associated with our trade receivables, and current and long-term notes receivables are set forth below:
Three months ended March 31,
20232022
in millions
Balance at beginning of period$101.1 $112.6 
Provision for expected losses, net18.2 18.9 
Write-offs(19.7)(6.9)
Foreign currency translation adjustments and other— 1.6 
Balance at end of period$99.6 $126.2 

(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.
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. 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, 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$24.4 
Property and equipment136.3 
Intangible assets subject to amortization (a)47.9 
Other assets (b)199.4 
Current liabilities(64.9)
Long-term liabilities (c)(133.8)
Total purchase price$209.3 
(a)At July 1, 2022, the preliminary assessment of the weighted average useful life of the spectrum intangible assets was approximately 6 years.
(b)Primarily consists of operating lease right-of-use assets.
(c)Primarily consists of the non-current portion of operating lease obligations.
2021 Acquisition
BBVI Acquisition. Effective December 31, 2021, we acquired 96% of the outstanding shares of Broadband VI, LLC for $33 million, the payment of which occurred in January 2022. Broadband VI, LLC provides fixed services to residential and business customers in the U.S. Virgin Islands and is included in our Liberty Puerto Rico reportable segment.
10
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Supplemental Pro Forma Information
The pro forma financial information set forth in the table 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 this acquisition 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 alignment of accounting policies;
ii.depreciation expense related to acquired tangible assets;
iii.amortization expense related to acquired intangible assets; and
iv.the elimination of direct acquisition costs.
The following unaudited pro forma condensed consolidated operating results for the three months ended March 31, 2022 give effect to the Claro Panama Acquisition, as if it had been completed as of January 1, 2021 (in millions):
Revenue$1,247.6 
Net earnings attributable to Liberty Latin America shareholders$73.9 

(5)    Derivative Instruments
In general, we seek to enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt and (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity. We do not currently apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values 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:
 March 31, 2023December 31, 2022
 Current (a)Long-term (a)TotalCurrent (a)Long-term (a)Total
 in millions
Assets (b):
Total interest rate derivative contracts$86.1 $168.6 $254.7 $91.3 $224.2 $315.5 
Liabilities (b):
Interest rate derivative contracts$34.0 $— $34.0 $30.4 $— $30.4 
Foreign currency forward contracts and other21.6 2.3 23.9 11.9 — 11.9 
Total$55.6 $2.3 $57.9 $42.3 $— $42.3 
(a)Our current derivative assets, long-term derivative assets, current derivative liabilities and long-term derivative liabilities are included in other current assets, net, other assets, net, other accrued and current liabilities and other long-term liabilities, respectively, in our condensed consolidated balance sheets.
(b)We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 8) and are recorded in realized and unrealized gains or losses on derivative
11
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 6.
The derivative assets set forth in the table above exclude our Weather Derivatives as they are not accounted for at fair value. The premium payments associated with our Weather Derivatives are included in other current assets, net, in our condensed consolidated balance sheets.
The details of our realized and unrealized losses on derivative instruments, net, are as follows:
Three months ended March 31,
 20232022
 in millions
Interest rate and cross-currency derivative contracts$(35.5)$(17.6)
Foreign currency forward contracts and other(15.8)(8.3)
Weather Derivatives(7.8)(7.8)
Total$(59.1)$(33.7)
The following table sets forth the classification of the net cash inflows (outflows) of our derivative instruments:
 Three months ended March 31,
 20232022
 in millions
Operating activities$14.9 $(1.4)
Investing activities— 1.2 
Financing activities9.8 — 
Total$24.7 $(0.2)
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 March 31, 2023, our exposure to counterparty credit risk associated with our derivative instruments, as set forth in the assets and liabilities table above, included derivative assets with an aggregate fair value of $221 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.
12
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Details of our Derivative Instruments
Interest Rate Derivative Contracts
Interest Rate Swaps
As noted above, we enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at March 31, 2023:
Borrowing groupNotional amount due from counterparty Weighted average remaining life
 
in millionsin years
C&W (a)$2,100.0 5.3
Liberty Puerto Rico$500.0 5.5
(a)Includes embedded floors of 0% on certain contracts.
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 March 31, 2023:
Borrowing groupNotional amount due from counterparty Weighted average remaining life
 
in millionsin years
C&W$2,100.0 0.3
Liberty Puerto Rico$620.0 0.3
Interest Rate Floors
Interest rate floors provide protection against interest rates falling below a pre-set level. At March 31, 2023, our Liberty Puerto Rico borrowing group had an interest rate floor with a total notional amount of $620 million and a remaining contractual life of 5.5 years.
Interest Rate Caps
Interest rate caps provide protection against interest rates rising above a pre-set level. At March 31, 2023, our Liberty Puerto Rico borrowing group had interest rate caps with total notional amounts of $120 million and a remaining weighted average contractual life of 5.5 years.
13
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Foreign Currency Forwards Contracts
We enter into foreign currency forward contracts with respect to non-functional currency exposure. At March 31, 2023, our Liberty Costa Rica borrowing group had foreign currency forward contracts with total notional amounts due from and to counterparties of $185 million and CRC 115 billion, respectively, with a weighted average remaining contractual life of 0.5 years.

(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 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 derivative contracts are 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.
During the three months ended March 31, 2023, we performed non-recurring valuations with respect to deferred taxes associated with 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.

14
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
(7)    Long-lived Assets
Goodwill
Changes in the carrying amount of our goodwill are set forth below:
January 1,
2023		Acquisitions
and related
adjustments		Foreign
currency
translation
adjustments and other		March 31,
2023
 in millions
C&W Caribbean$1,220.4 $— $1.8 $1,222.2 
C&W Panama617.1 — — 617.1 
C&W Networks & LatAm654.0 (5.7)1.1 649.4 
Liberty Puerto Rico501.1 — — 501.1 
Liberty Costa Rica
428.7 5.7 39.6 474.0 
Total$3,421.3 $— $42.5 $3,463.8 
Based on the results of our prior-year goodwill impairment test, if, among other factors, (i) our equity values were to decline significantly, (ii) we experience additional adverse impacts associated with macroeconomic factors, including increases in our estimated weighted average cost of capital, or (iii) the adverse impacts stemming from competition, economic, regulatory or other factors were to cause our results of operations or cash flows to be worse than currently anticipated, we could conclude in future periods that additional impairment charges of certain reporting units are required in order to reduce the carrying values of goodwill. Any such impairment charges could be significant.
Our accumulated goodwill impairments were $2,784 million at each of March 31, 2023 and December 31, 2022.
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
March 31,
2023		December 31,
2022
 in millions
Distribution systems$4,572.5 $4,419.1 
Support equipment, buildings, land and CIP
2,203.6 2,232.7 
CPE973.5 919.0 
7,749.6 7,570.8 
Accumulated depreciation(3,480.1)(3,277.2)
Total$4,269.5 $4,293.6 
During the three months ended March 31, 2023 and 2022, we recorded non-cash increases to our property and equipment related to vendor financing arrangements aggregating $36 million and $32 million, respectively.
15
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization and the related accumulated amortization are set forth below:
March 31,
2023		December 31,
2022
 in millions
Customer relationships$1,477.3 $1,464.4 
Licenses and other285.6 278.9 
1,762.9 1,743.3 
Accumulated amortization(1,103.1)(1,055.2)
Total$659.8 $688.1 
Intangible Assets Not Subject to Amortization
The details of our intangible assets not subject to amortization are set forth below:
March 31,
2023		December 31,
2022
 in millions
Spectrum licenses$1,051.0 $1,051.0 
Cable television franchise rights and other541.8 541.8 
Total$1,592.8 $1,592.8 

(8)    Debt and Finance Lease Obligations
The U.S. dollar equivalents of the components of our debt are as follows:
 March 31, 2023Estimated fair value (c)Principal amount
Weighted
average
interest
rate (a)		Unused borrowing capacity (b)
Borrowing currencyUS $ equivalentMarch 31,
2023		December 31, 2022March 31,
2023		December 31, 2022
in millions
Convertible Notes (d)2.00 %— $— $348.7 $357.4 $377.5 $402.5 
C&W Notes
6.55 %— — 1,553.1 1,591.6 1,715.0 1,715.0 
C&W Credit Facilities
6.66 %(e)724.8 2,516.9 2,505.0 2,597.1 2,605.2 
LPR Senior Secured Notes
6.08 %— — 1,797.5 1,772.7 1,981.0 1,981.0 
LPR Credit Facilities8.43 %$172.5 172.5 612.3 613.8 620.0 620.0 
LCR Credit Facilities (f)
10.88 %$60.0 60.0 426.2 382.9 450.0 419.3 
Vendor financing and other (g)6.90 %— — 260.5 223.1 260.5 223.1 
Total debt before premiums, discounts and deferred financing costs
6.66 %$957.3 $7,515.2 $7,446.5 $8,001.1 $7,966.1 
16
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations:    
March 31,
2023		December 31, 2022
in millions
Total debt before premiums, discounts and deferred financing costs
$8,001.1 $7,966.1 
Premiums, discounts and deferred financing costs, net
(94.5)(94.0)
Total carrying amount of debt
7,906.6 7,872.1 
Finance lease obligations
8.6 8.6 
Total debt and finance lease obligations
7,915.2 7,880.7 
Less: Current maturities of debt and finance lease obligations
(261.4)(226.9)
Long-term debt and finance lease obligations
$7,653.8 $7,653.8 
(a)Represents the weighted average interest rate in effect at March 31, 2023 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.
(b)Unused borrowing capacity represents the maximum availability under the applicable facility at March 31, 2023 without regard to covenant compliance calculations or other conditions precedent to borrowing. At March 31, 2023, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, both before and after completion of the March 31, 2023 compliance reporting requirements. At March 31, 2023, except as may be limited by tax and legal considerations, the presence of noncontrolling interests, foreign currency exchange restrictions with respect to certain C&W subsidiaries and other factors, there were no restrictions on the respective subsidiary’s ability to upstream cash from this availability to Liberty Latin America or its subsidiaries or other equity holders.
(c)The estimated fair values of our debt instruments are determined using the applicable bid prices (mostly Level 1 of the fair value hierarchy) or from quoted prices for similar instruments in active markets adjusted for the estimated credit spreads of the applicable entity, to the extent available, and other relevant factors (Level 2 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 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 March 31, 2023, the carrying value of the Convertible Notes was $356 million and the unamortized debt discount on the Convertible Notes was $21 million.
(e)The C&W Credit Facilities unused borrowing capacity comprise certain U.S. dollar, Trinidad & Tobago dollar and JMD revolving credit facilities.
(f)The LCR Credit Facilities at December 31, 2022 are comprised of certain CRC and U.S. dollar term loans and a U.S. dollar revolving credit facility. For information on the LCR Credit Facilities at March 31, 2023, see Financing Activity below.
(g)Primarily represents $254 million and $217 million at March 31, 2023 and December 31, 2022, respectively, owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year and include VAT that were paid on our behalf by the vendor. Our operating expenses include $41 million and $32 million for the three months ended March 31, 2023 and 2022, 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 used by financing activities in our condensed consolidated statements of cash flows. Repayments of vendor financing obligations are
17
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
included in payments of principal amounts of debt and finance lease obligations in our condensed consolidated statements of cash flows.
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 the outstanding debt instruments within the same borrowing group.
During the three months ended March 31, 2023 and 2022, borrowings related to significant credit facilities we drew down, entered into or amended, are as follows:
PeriodBorrowing group/ BorrowerInstrumentIssued atMaturityInterest rateBorrowing currencyNon-cash component
in millions
2023Liberty Costa Rica
2031 LCR Term Loan A (a)
100%January 15, 203110.875%$50.0 $— 
2023Liberty Costa Rica
2031 LCR Term Loan B (a)
100%January 15, 203110.875%$400.0 $— 
2023Liberty Costa Rica
LCR Revolving Credit Facility (b)
N/AJanuary 15, 2028
SOFR + 4.25%
$— N/A
2022C&W
2028 CWP Term Loan A
100%January 18, 20284.25%$275.0 $272.9 
2022C&W
2028 CWP Term Loan B (c)
100%January 18, 20284.25%$— $— 
2022C&W
CWP Revolving Credit Facility (d)
100%January 18, 2027
SOFR + 3.75%
$— N/A
N/A – Not applicable.
(a)The proceeds from the 2031 LCR Term Loan A and 2031 LCR Term Loan B were primarily used to repay the LCR Term Loan B-1 Facility and LCR Term Loan B-2 Facility.
(b)In January 2023, the LCR Revolving Credit Facility was amended and restated. The amended and restated $60 million LCR Revolving Credit Facility has a fee on unused commitments of 0.5% per year.
(c)The 2028 CWP Term Loan B was unfunded as of March 31, 2022.
(d)The CWP Revolving Credit Facility has a fee on unused commitments of 0.50%.
During the three months ended March 31, 2023 and 2022, we made certain repurchases or repayments on the following debt instruments:
Amount paid
PeriodBorrowing group / BorrowerInstrumentRedemption priceBorrowing currencyUSD equivalent (a)Non-cash component
USD in millions, CRC in billions
2023Liberty Costa Rica
LCR Term Loan B-1 Facility
100%$276.7 $276.7 $— 
2023Liberty Costa Rica
LCR Term Loan B-2 Facility
100%CRC79.6 $138.6 $— 
2023Liberty Costa Rica
LCR Revolving Credit Facility
100%$8.0 $8.0 $— 
2023Liberty Latin America
Convertible Notes (b)
93.5%$23.4 $23.4 $— 
2022C&WCWP Credit Facilities100%$272.9 $272.9 $272.9 
(a)Translated at the transaction date, as applicable.
18
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
(b)In March 2023, we repurchased and cancelled $25 million original principal amount of the Convertible Notes. In connection with the partial repurchase of the Convertible Notes, we unwound approximately $25 million of the related Capped Calls.
Maturities of Debt
Maturities of our debt as of March 31, 2023 are presented below. Amounts presented below represent U.S. dollar equivalents based on March 31, 2023 exchange rates:
C&WLiberty Puerto RicoLiberty Costa RicaLiberty Latin America (a)Consolidated
in millions
Years ending December 31:
2023 (remainder of year)$159.5 $16.8 $6.4 $0.4 $183.1 
202462.4 15.6 — 377.8 455.8 
20253.3 — — — 3.3 
20260.6 — — — 0.6 
20271,715.5 1,161.0 — — 2,876.5 
20281,998.5 620.0 — — 2,618.5 
Thereafter593.3 820.0 450.0 — 1,863.3 
Total debt maturities4,533.1 2,633.4 456.4 378.2 8,001.1 
Premiums, discounts and deferred financing costs, net
(30.5)(26.5)(15.5)(22.0)(94.5)
Total debt$4,502.6 $2,606.9 $440.9 $356.2 $7,906.6 
Current portion$221.1 $32.4 $6.4 $0.6 $260.5 
Noncurrent portion$4,281.5 $2,574.5 $434.5 $355.6 $7,646.1 
(a)Represents the amount held by Liberty Latin America on a standalone basis plus the aggregate amount held by subsidiaries of Liberty Latin America that are outside our borrowing groups.

(9)    Operating Leases
The following table provides details of our operating lease expense:
Three months ended March 31,
20232022
in millions
Operating lease expense:
Operating lease cost
$33.1 $27.3 
Short-term lease cost
6.9 5.9 
Total operating lease expense
$40.0 $33.2 
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.
19
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Certain other details of our operating leases are set forth in the tables below:
March 31, 2023December 31,
2022
in millions
Operating lease right-of-use assets (a)$519.3 $550.8 
Operating lease liabilities:
Current$91.9 $76.7 
Noncurrent490.6 438.5 
Total operating lease liabilities$582.5 $515.2 
Weighted-average remaining lease term8.0 years8.2 years
Weighted-average discount rate7.5 %7.5 %
Three months ended March 31,
20232022
in millions
Operating cash outflows related to operating leases$37.1 $32.1 
Right-of-use assets obtained in exchange for new operating lease liabilities (b)$7.4 $13.6 
(a)During the three months ended March 31, 2023, we recorded a $19 million impairment of certain operating lease right-of-use assets, predominantly related to decommissioned tower leases at C&W Panama. Such charge is included in impairment, restructuring and other, net, in our condensed consolidated statement of operations.
(b)Represents non-cash transactions associated with operating leases entered into during the three months ended March 31, 2023 and 2022, respectively.
Maturities of Operating Leases
Maturities of our operating lease liabilities as of March 31, 2023 are presented below. Amounts presented below represent U.S. dollar equivalents (in millions) based on March 31, 2023 exchange rates.
Years ending December 31:
2023 (remainder of year)$88.8 
2024112.9 
2025103.5 
202693.2 
202779.5 
202873.6 
Thereafter241.8 
Total operating lease liabilities on an undiscounted basis
793.3 
Present value discount(210.8)
Present value of operating lease liabilities
$582.5 

20
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
(10)    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 March 31, 2023, we have approximately $345 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 five years.

(11)    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 March 31,
 20232022
 in millions
Programming and copyright$60.7 $109.3 
Interconnect74.3 85.7 
Equipment and other (a)108.4 108.4 
Total programming and other direct costs of services$243.4 $303.4 
(a)Amounts include $86 million for each of the three months ended March 31, 2023 and 2022, related to equipment cost of goods sold.

(12)    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, operating lease rent 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.
21
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Our other operating costs and expenses by major category are set forth below:
 Three months ended March 31,
 20232022
 in millions
Personnel and contract labor$147.1 $153.2 
Network-related66.8 82.6 
Service-related50.6 51.2 
Commercial44.5 65.5 
Facility, provision, franchise and other144.9 123.8 
Share-based compensation expense29.2 30.0 
Total other operating costs and expenses$483.1 $506.3 

(13)    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 $13 million and $23 million during the three months ended March 31, 2023 and 2022, respectively. This represents an effective income tax rate of 26.5% and (20.2%) for the three months ended March 31, 2023 and 2022, respectively, including items treated discretely.
For the three months ended March 31, 2023, the income tax expense attributable to our loss before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of net increases in valuation allowances, 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 international rate differences, changes in uncertain tax positions and permanent tax differences, such as non-taxable income.
For the three months ended March 31, 2022, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the net detrimental effects of international rate differences, increases in valuation allowances, and negative effects of permanent tax differences, such as non-deductible expenses. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent tax differences, such as non-taxable income.

22
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
(14)     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 March 31,
 20232022
in millions
Weighted average shares outstanding:
Basic215.7 228.3 
Diluted215.7 249.5 
We reported a net loss attributable to Liberty Latin America shareholders during the three months ended March 31, 2023. The potentially dilutive effect at March 31, 2023 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 38.4 million, (ii) the aggregate number of shares issuable pursuant to outstanding PSUs and PSARs of 8.8 million and (iii) using the if-converted method, the aggregate number of shares potentially issuable under our Convertible Notes of 18.3 million.
The details of the calculations of our basic and diluted EPS for the three months ended March 31, 2022 are set forth below (in millions):
Numerator:
Net earnings attributable to holders of Liberty Latin America Shares (basic EPS computation)$80.6 
Add back: interest expense and amortization of deferred financing costs and premiums associated with Convertible Notes (if-converted method)
6.1 
Net earnings attributable to holders of Liberty Latin America Shares (basic and diluted EPS computation)$86.7 
Denominator:
Weighted average shares (basic EPS computation)228.3 
Incremental shares attributable to an employee stock purchase plan and the release of PSUs and RSUs upon vesting (treasury stock method)
1.7 
Number of shares issuable under our Convertible Notes (if-converted method) (a)
19.5 
Weighted average shares (diluted EPS computation) (b)249.5 
(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 30.6 million, and (ii) the aggregate number of shares issuable pursuant to outstanding PSARs of 8.2 million because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSARs, because such awards had not yet met the applicable performance criteria.

23
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
(15)    Equity
Share Repurchase Program
During the three months ended March 31, 2023, we repurchased 0.8 million and 2.3 million Class A and Class C common shares, respectively. During the three months ended March 31, 2022, we repurchased 1.9 million and 3.5 million Class A and Class C common shares, respectively. At March 31, 2023, the remaining amount authorized for share repurchases under the Share Repurchase Program was $32 million.
On May 8, 2023, our Directors approved an additional $200 million for the repurchase of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2025 through open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.

(16)    Commitments and Contingencies
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
Regulatory Issues
We have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming and copyright fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.

(17)    Segment Reporting
Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet, fixed-line telephony and mobile services. Our corporate category includes our corporate operations, which derive revenue from mobile handset insurance services. We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA or total assets.
As of March 31, 2023, unless otherwise specified below, our reportable segments are as follows:
•C&W Caribbean;
•C&W Panama;
•C&W Networks & LatAm;
•Liberty Puerto Rico;
•Liberty Costa Rica; and
•VTR (through September 30, 2022).
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.
24
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
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.
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. Subsequent to the formation of the Chile JV during October 2022, VTR is no longer consolidated.
Revenue
 Three months ended March 31,
20232022
 in millions
C&W Caribbean$353.8 $354.8 
C&W Panama165.3 127.2 
C&W Networks & LatAm108.7 107.6 
Liberty Puerto Rico365.8 366.7 
Liberty Costa Rica129.2 107.4 
VTR— 170.8 
Corporate6.4 5.6 
Intersegment eliminations(25.4)(23.9)
Total$1,103.8 $1,216.2 
Adjusted OIBDA
 Three months ended March 31,
20232022
 in millions
C&W Caribbean$140.2 $129.9 
C&W Panama43.5 40.5 
C&W Networks & LatAm63.6 62.6 
Liberty Puerto Rico134.4 140.6 
Liberty Costa Rica45.2 30.2 
VTR— 46.5 
Corporate(20.4)(13.8)
Total$406.5 $436.5 
25
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
The following table provides a reconciliation of total Adjusted OIBDA to operating income and to earnings (loss) before income taxes:
 Three months ended March 31,
 20232022
 in millions
Total Adjusted OIBDA$406.5 $436.5 
Share-based compensation expense(29.2)(30.0)
Depreciation and amortization(234.6)(214.1)
Impairment, restructuring and other operating items, net(29.7)(7.8)
Operating income113.0 184.6 
Interest expense(146.6)(129.7)
Realized and unrealized losses on derivative instruments, net(59.1)(33.7)
Foreign currency transaction gains, net49.2 96.6 
Losses on debt extinguishments, net(4.6)— 
Other expense, net(1.7)(4.8)
Earnings (loss) before income taxes$(49.8)$113.0 
Property and Equipment Additions of our Reportable Segments
The property and equipment additions of our reportable segments and corporate operations (including capital additions financed under vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditures, net, amounts included in our condensed consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing, see note 7.
 Three months ended March 31,
 20232022
 in millions
C&W Caribbean$46.0 $44.0 
C&W Panama19.6 15.0 
C&W Networks & LatAm10.8 7.6 
Liberty Puerto Rico47.7 44.5 
Liberty Costa Rica12.7 9.9 
VTR— 44.7 
Corporate7.9 9.7 
Total property and equipment additions144.7 175.4 
Assets acquired under capital-related vendor financing arrangements
(35.9)(31.9)
Changes in current liabilities related to capital expenditures and other5.3 20.7 
Total capital expenditures, net$114.1 $164.2 
26
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(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 revenue comprising (i) 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 (ii) 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 March 31, 2023
 C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaCorporateIntersegment EliminationsTotal
 in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue$119.9 $28.3 $— $117.0 $37.8 $— $— $303.0 
Non-subscription revenue7.0 1.4 — 5.7 2.5 — — 16.6 
Total residential fixed revenue126.9 29.7 — 122.7 40.3 — — 319.6 
Residential mobile revenue:
Service revenue80.1 65.0 — 103.7 57.8 — — 306.6 
Interconnect, inbound roaming, equipment sales and other (a)20.7 13.3 — 71.4 18.0 6.4 — 129.8 
Total residential mobile revenue100.8 78.3 — 175.1 75.8 6.4 — 436.4 
Total residential revenue227.7 108.0 — 297.8 116.1 6.4 — 756.0 
B2B revenue (b)126.1 57.3 108.7 55.7 13.1 — (25.4)335.5 
Other revenue— — — 12.3 — — — 12.3 
Total$353.8 $165.3 $108.7 $365.8 $129.2 $6.4 $(25.4)$1,103.8 
(a)The total amount includes $71 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(b)The total amount includes $8 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
27
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(unaudited)
Three months ended March 31, 2022
 C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment EliminationsTotal
 in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue$121.7 $23.7 $— $115.8 $34.7 $149.6 $— $— $445.5 
Non-subscription revenue9.1 2.2 — 5.4 0.8 3.1 — — 20.6 
Total residential fixed revenue130.8 25.9 — 121.2 35.5 152.7 — — 466.1 
Residential mobile revenue:
Service revenue76.5 43.0 — 117.0 46.2 9.3 — — 292.0 
Interconnect, inbound roaming, equipment sales and other (a)14.5 10.4 — 64.2 16.5 1.1 5.6 — 112.3 
Total residential mobile revenue91.0 53.4 — 181.2 62.7 10.4 5.6 — 404.3 
Total residential revenue221.8 79.3 — 302.4 98.2 163.1 5.6 — 870.4 
B2B revenue (b)133.0 47.9 107.6 54.0 9.2 7.7 — (23.9)335.5 
Other revenue— — — 10.3 — — — — 10.3 
Total$354.8 $127.2 $107.6 $366.7 $107.4 $170.8 $5.6 $(23.9)$1,216.2 
(a)The total amount includes $61 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(b)The total amount includes $5 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
28
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
March 31, 2023
(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 March 31,
 20232022
 in millions
Puerto Rico $355.1 $354.1 
Panama164.3 126.4 
Costa Rica129.2 107.2 
Jamaica98.8 104.8 
Networks & LatAm (a)87.6 88.5 
The Bahamas47.1 47.7 
Trinidad and Tobago38.7 40.6 
Barbados38.6 36.5 
Curacao34.5 33.1 
Chile— 170.8 
Other (b)109.9 106.5 
Total $1,103.8 $1,216.2 
(a)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)Amounts primarily relate to a number of countries in which we have less significant operations, all of which are located in the Caribbean, and to a lesser extent, in Latin America.

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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 2022 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 months ended March 31, 2023 and 2022.
•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 March 31, 2023.
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; our property and equipment additions; grants or renewals of licenses; subscriber growth and retention rates; changes in competitive, regulatory and economic factors; our anticipated integration plans, synergies, opportunities and integration costs in Puerto Rico following the AT&T Acquisition, in Costa Rica following the Liberty Telecomunicaciones Acquisition and in Panama following the Claro Panama Acquisition; changes in our revenue, costs, 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 remediation of material weaknesses; foreign currency risks; compliance with debt, financial and other covenants; our future projected sources and uses of cash; 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 2022 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;
•the impact of restrictions contained in certain of our subsidiaries’ debt instruments;
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•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 AT&T Acquisition, the Liberty Telecomunicaciones Acquisition, and the Claro Panama 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;
•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;
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•our ability to profit from investments in joint ventures that we do not solely control;
•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 anti-corruption laws and regulations, such as the FCPA;
•our ability to comply with economic and trade sanctions laws, such as the U.S. Treasury Department’s OFAC;
•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 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.

32

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; and
iii.Costa Rica, through our reportable segment Liberty Costa Rica.
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.
At March 31, 2023, we (i) owned and operated fixed networks that passed 4,373,200 homes and served 3,853,500 RGUs, comprising 1,753,600 broadband internet subscribers, 952,500 video subscribers and 1,147,400 fixed-line telephony subscribers, and (ii) served 8,027,700 mobile subscribers.
Transactions
Chile JV. In October 2022, we completed the formation of the Chile JV by contributing the Chile JV Entities into the Chile JV. Subsequent to the formation of the Chile JV, we began accounting for our 50% interest in the Chile JV as an equity method investment. Prior to the formation of the Chile JV, VTR was a wholly owned subsidiary. As such, our condensed consolidated statements of operations and cash flows for the three months ended March 31, 2022 include VTR.
Material Changes in Results of Operations
The comparability of our operating results during the three months ended March 31, 2023 and 2022 is affected by an acquisition, a disposition and FX effects. As we use the term, “organic” changes exclude FX and the impacts of acquisitions and disposals, each as further discussed below.
In the following discussion, we quantify the estimated impacts on the operating results of the periods under comparison that are attributable to acquisitions and disposals. We (i) acquired América Móvil’s operations in Panama during July 2022, and (ii) disposed of the Chile JV Entities in October 2022 in connection with the formation of the Chile JV. With respect to acquisitions, organic changes and the calculations of our organic change percentages exclude the operating results of an acquired entity during the first 12 months following the date of acquisition. With respect to disposals, the prior-year operating results of disposed entities are excluded from organic changes and the calculations of our organic change percentages to the same extent that those operations are not included in the current year.
Changes in foreign currency exchange rates may have a significant impact on our operating results, as Liberty Costa Rica and certain entities within C&W have functional currencies other than the U.S. dollar. 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 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 C&W and 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.
On January 1, 2023, the B2B Costa Rican operations within our C&W Networks & LatAm segment was acquired by our Liberty Costa Rica segment. This acquisition did not have a significant impact on the financial results of our C&W Networks & LatAm or Liberty Costa Rica segments.
33

We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our reportable segments. Any cost increases that we are not able to pass on to our subscribers would result in increased pressure on our operating margins.
Operating Income
The following table sets forth the organic and non-organic changes in the components of operating income or loss during the three months ended March 31, 2023, as compared to the corresponding period in 2022.
Increase (decrease) from:
 Three months ended March 31,Increase (decrease)An acquisitionA disposition
 20232022FXOrganic
 in millions
Revenue$1,103.8 $1,216.2 $(112.4)$14.0 $34.8 $(170.8)$9.6 
Operating costs and expenses:
Programming and other direct costs of services
243.4 303.4 (60.0)3.0 8.9 (54.5)(17.4)
Other operating costs and expenses
483.1 506.3 (23.2)5.4 25.1 (73.0)19.3 
Depreciation and amortization234.6 214.1 20.5 2.7 8.5 — 9.3 
Impairment, restructuring and other operating items, net29.7 7.8 21.9 (0.6)— 0.8 21.7 
990.8 1,031.6 (40.8)10.5 42.5 (126.7)32.9 
Operating income$113.0 $184.6 $(71.6)$3.5 $(7.7)$(44.1)$(23.3)
As set forth in the table above, operating income declined during the three months ended March 31, 2023, as compared to the corresponding period in 2022, primarily due to the disposition of the Chile JV Entities and organic changes, primarily associated with an increase in impairment, restructuring and other operating items, net. For further discussion and analysis of organic changes in revenue and costs, see Revenue, Programming and Other Direct Costs of Services, and Other Operating Costs sections below.
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.
34

A reconciliation of total operating income, the nearest U.S. GAAP measure, to Adjusted OIBDA on a consolidated basis, is presented below.
 Three months ended March 31,
 20232022
 in millions
Operating income$113.0 $184.6 
Share-based compensation expense29.2 30.0 
Depreciation and amortization234.6 214.1 
Impairment, restructuring and other operating items, net29.7 7.8 
Consolidated Adjusted OIBDA$406.5 $436.5 
The following table sets forth the organic and non-organic changes in Adjusted OIBDA during the three months ended March 31, 2023, as compared to the corresponding period in 2022:
C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment eliminationsConsolidated
 in millions
Adjusted OIBDA for the three months ending:
March 31, 2022$129.9 $40.5 $62.6 $140.6 $30.2 $46.5 $(13.8)$— $436.5 
Organic changes related to:
Revenue(2.2)3.3 4.6 (0.9)5.5 — 0.8 (1.5)9.6 
Programming and other direct costs16.7 (3.1)(1.6)5.0 0.9 — — (0.5)17.4 
Other operating costs and expenses(4.7)2.0 (1.4)(10.3)2.9 — (7.4)2.0 (16.9)
Non-organic changes related to:
FX0.5 — (0.6)— 5.7 — — — 5.6 
Acquisition (disposition), net— 0.8 — — — (46.5)— — (45.7)
March 31, 2023$140.2 $43.5 $63.6 $134.4 $45.2 $— $(20.4)$— $406.5 
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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 March 31,
 20232022
 %
C&W Caribbean39.6 36.6 
C&W Panama26.3 31.8 
C&W Networks & LatAm58.5 58.2 
Liberty Puerto Rico36.7 38.3 
Liberty Costa Rica35.0 28.1 
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 increase in Adjusted OIBDA margin for Liberty Costa Rica is primarily due to (i) the positive impact of FX associated with non-functional contracts and (ii) a decline in integration costs. 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. Additionally, we incurred in aggregate $5 million of integration costs during each of the three months ended March 31, 2023 and 2022, primarily in our Liberty Puerto Rico, C&W Panama and Liberty Costa Rica segments.
Revenue
Most of our segments derive their revenue primarily from (i) residential fixed services, including video, broadband internet and fixed-line telephony, (ii) 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.

36

The following table sets forth the organic and non-organic changes in revenue by reportable segment during the three months ended March 31, 2023, as compared to the corresponding period in 2022.
 Three months ended March 31,Increase (decrease)Increase (decrease) from:
 20232022FXAcquisition (disposition), netOrganic
 in millions
C&W Caribbean$353.8 $354.8 $(1.0)$1.2 $— $(2.2)
C&W Panama165.3 127.2 38.1 — 34.8 3.3 
C&W Networks & LatAm108.7 107.6 1.1 (3.5)— 4.6 
Liberty Puerto Rico365.8 366.7 (0.9)— — (0.9)
Liberty Costa Rica129.2 107.4 21.8 16.3 — 5.5 
VTR— 170.8 (170.8)— (170.8)— 
Corporate6.4 5.6 0.8 — — 0.8 
Intersegment eliminations(25.4)(23.9)(1.5)— — (1.5)
Total$1,103.8 $1,216.2 $(112.4)$14.0 $(136.0)$9.6 

C&W Caribbean. C&W Caribbean’s revenue by major category is set forth below:
 Three months ended March 31,Increase (decrease)
 20232022$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$119.9 $121.7 $(1.8)(1)
Non-subscription revenue7.0 9.1 (2.1)(23)
Total residential fixed revenue126.9 130.8 (3.9)(3)
Residential mobile revenue:
Service revenue80.1 76.5 3.6 5 
Interconnect, inbound roaming, equipment sales and other20.7 14.5 6.2 43 
Total residential mobile revenue100.8 91.0 9.8 11 
Total residential revenue227.7 221.8 5.9 3 
B2B revenue126.1 133.0 (6.9)(5)
Total $353.8 $354.8 $(1.0)— 
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The details of the changes in C&W Caribbean’s revenue during the three months ended March 31, 2023, as compared to the corresponding period in 2022, are set forth below (in millions):
Decrease in residential fixed subscription revenue due to change in:
Average number of RGUs$— 
ARPU (a)(2.6)
Decrease in residential fixed non-subscription revenue (b)(2.1)
Total decrease in residential fixed revenue(4.7)
Increase in residential mobile service revenue (c)3.4 
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)6.2 
Decrease in B2B revenue (e)(7.1)
Total organic decrease(2.2)
Impact of FX1.2 
Total$(1.0)
(a)The decrease is primarily due to lower ARPU from broadband internet and fixed-line telephony services, due in part to fixed-mobile convergence efforts.
(b)The decrease is primarily attributable to the removal of certain programming rights.
(c)The increase is primarily attributable to higher average numbers of postpaid mobile subscribers, mostly due to growth from fixed-mobile convergence efforts.
(d)The increase is primarily attributable to an increase in inbound roaming driven by higher traffic.
(e)The decrease is attributable to the net effect of (i) discontinuing an internet transit services arrangement at C&W Jamaica, which decrease will continue for the remainder of 2023, (ii) higher mobile services, driven by higher average numbers of subscribers, and (iii) higher fixed and managed services, primarily due to broadband internet services-related growth.

C&W Panama. C&W Panama’s revenue by major category is set forth below:
 Three months ended March 31,Increase (decrease)
 20232022$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$28.3 $23.7 $4.6 19 
Non-subscription revenue1.4 2.2 (0.8)(36)
Total residential fixed revenue29.7 25.9 3.8 15 
Residential mobile revenue:
Service revenue65.0 43.0 22.0 51 
Interconnect, inbound roaming, equipment sales and other13.3 10.4 2.9 28 
Total residential mobile revenue78.3 53.4 24.9 47 
Total residential revenue108.0 79.3 28.7 36 
B2B revenue57.3 47.9 9.4 20 
Total$165.3 $127.2 $38.1 30 
38

The details of the changes in C&W Panama’s revenue during the three months ended March 31, 2023, as compared to the corresponding period in 2022, are set forth below (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$2.6 
ARPU(0.4)
Decrease in residential fixed non-subscription revenue(0.9)
Total increase in residential fixed revenue1.3 
Increase in residential mobile service revenue (b)0.5 
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue (c)(2.1)
Increase in B2B revenue (d)3.6 
Total organic increase3.3 
Impact of an acquisition34.8 
Total$38.1 
(a)The increase is primarily attributable to higher average broadband internet and video RGUs.
(b)The increase is primarily due to the net effect of (i) higher ARPU from prepaid mobile services, mainly attributable to higher recharging activity, and (ii) lower average numbers of prepaid mobile subscribers.
(c)The decrease is mainly due to lower interconnect revenue driven by lower traffic.
(d)The increase is primarily due to (i) higher revenue from mobile services and (ii) an increase in the volume of certain government-related projects.

C&W Networks & LatAm. C&W Networks & LatAm’s revenue by major category is set forth below:
 Three months ended March 31,Increase (decrease)
 20232022$%
 in millions, except percentages
B2B revenue:
Service revenue$27.8 $28.4 $(0.6)(2)
Subsea network revenue 80.9 79.2 1.7 2 
Total $108.7 $107.6 $1.1 1 
The details of the changes in C&W Networks & LatAm’s revenue during the three months ended March 31, 2023, as compared to the corresponding period in 2022, are set forth below (in millions):
Increase in B2B service revenue (a)$1.6 
Increase in B2B subsea network revenue (b)3.0 
Total organic increase4.6 
Impact of FX(3.5)
Total$1.1 
(a)The increase is primarily attributable to (i) higher B2B connectivity revenue, (ii) growth in managed services and (iii) an increase associated with sales-type leases on CPE installed on long-term customer solutions.
(b)The increase is primarily due to (i) higher lease capacity revenue driven by an increase associated with revenue recognized on a cash basis for services provided to a significant customer, and (ii) higher affiliate revenue. In addition, during the comparison period, lower amortized prepaid capacity and operating and maintenance revenue driven by the cancellation of prepaid capacity contracts in prior periods was mostly offset by a net increase in revenue associated with the recognition of deferred revenue and penalties upon the termination or modification of prepaid capacity contracts.

39

Liberty Puerto Rico. Liberty Puerto Rico’s revenue by major category is set forth below:
 Three months ended March 31,Increase (decrease)
 20232022$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$117.0 $115.8 $1.2 1 
Non-subscription revenue5.7 5.4 0.3 6 
Total residential fixed revenue122.7 121.2 1.5 1 
Residential mobile revenue:
Service revenue103.7 117.0 (13.3)(11)
Interconnect, inbound roaming, equipment sales and other71.4 64.2 7.2 11 
Total residential mobile revenue175.1 181.2 (6.1)(3)
Total residential revenue297.8 302.4 (4.6)(2)
B2B revenue55.7 54.0 1.7 3 
Other revenue12.3 10.3 2.0 19 
Total$365.8 $366.7 $(0.9)— 
The details of the changes in Liberty Puerto Rico’s revenue during the three months ended March 31, 2023, as compared to the corresponding period in 2022, are set forth below (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$5.2 
ARPU (b)(4.0)
Increase in residential fixed non-subscription revenue0.3 
Total increase in residential fixed revenue1.5 
Decrease in residential mobile service revenue (c)(13.3)
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)7.2 
Increase in B2B revenue (e)1.7 
 Increase in other revenue (f)2.0 
Total$(0.9)
(a)The increase is primarily attributable to higher average broadband internet RGUs.
(b)The decrease is primarily attributable to lower ARPU from broadband internet services.
(c)The decrease is primarily due to (i) lower ARPU from mobile services, primarily resulting from higher contract asset amortization driven by increases in handset sales and subsidy levels, and (ii) a decline in the average number of prepaid mobile subscribers.
(d)The increase is primarily due to higher volumes of handset sales.
(e)The increase is primarily due to higher revenue associated with data services.
(f)The increase is primarily attributable to funds received from the FCC to continue to expand and improve our fixed network in Puerto Rico.


40

Liberty Costa Rica. Liberty Costa Rica’s revenue by major category is set forth below:
 Three months ended March 31,Increase
 20232022$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$37.8 $34.7 $3.1 9 
Non-subscription revenue2.5 0.8 1.7 213 
Total residential fixed revenue40.3 35.5 4.8 14 
Residential mobile revenue:
Service revenue57.8 46.2 11.6 25 
Interconnect, inbound roaming, equipment sales and other18.0 16.5 1.5 9 
Total residential mobile revenue75.8 62.7 13.1 21 
Total residential revenue116.1 98.2 17.9 18 
B2B revenue13.1 9.2 3.9 42 
Total$129.2 $107.4 $21.8 20 
The details of the changes in Liberty Costa Rica’s revenue during the three months ended March 31, 2023, as compared to the corresponding period in 2022, are set forth below (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$0.9 
ARPU (b)(2.5)
Increase in residential fixed non-subscription revenue1.4 
Total decrease in residential fixed revenue(0.2)
Increase in residential mobile service revenue (c)4.2 
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue(0.9)
Increase in B2B revenue (d)2.4 
Total organic increase5.5 
Impact of FX16.3 
Total$21.8 
(a)The increase is primarily attributable to higher average broadband internet and telephony RGUs.
(b)The decrease is primarily attributable to lower ARPU from broadband internet and video services, in part due to higher discounts.
(c)The increase is primarily attributable to higher average postpaid mobile subscribers.
(d)The increase is primarily attributable to the B2B operations within our C&W Networks & LatAm segment that was acquired by the Liberty Costa Rica segment in January 2023.
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.

41

Consolidated. The following table sets forth the organic and non-organic changes in programming and other direct costs of services on a consolidated basis.
 Three months ended March 31,DecreaseIncrease (decrease) from:
An acquisitionA disposition
 20232022FXOrganic
 in millions
Programming and copyright$60.7 $109.3 $(48.6)$1.1 $0.5 $(45.7)$(4.5)
Interconnect74.3 85.7 (11.4)0.9 3.8 (7.7)(8.4)
Equipment and other108.4 108.4 — 1.0 4.6 (1.1)(4.5)
Total programming and other direct costs of services$243.4 $303.4 $(60.0)$3.0 $8.9 $(54.5)$(17.4)
C&W Caribbean. The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our C&W Caribbean segment.
 Three months ended March 31,DecreaseIncrease (decrease) from:
 20232022FXOrganic
 in millions
Programming and copyright$19.2 $23.4 $(4.2)$0.1 $(4.3)
Interconnect18.7 29.0 (10.3)0.1 (10.4)
Equipment and other19.2 21.1 (1.9)0.1 (2.0)
Total programming and other direct costs of services$57.1 $73.5 $(16.4)$0.3 $(16.7)
•Programming and copyright: The organic decrease is primarily due to (i) the removal of certain programming rights and (ii) the renegotiation of certain content agreements.
•Interconnect: The organic decrease is primarily due to discontinuing an internet transit services arrangement at C&W Jamaica, which decrease will continue for the remainder of 2023.
C&W Panama. The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our C&W Panama segment.
Three months ended March 31,Increase (decrease) from:
 20232022IncreaseAn acquisitionOrganic
 in millions
Programming and copyright$5.0 $4.0 $1.0 $0.5 $0.5 
Interconnect18.5 15.2 3.3 3.8 (0.5)
Equipment and other25.3 17.6 7.7 4.6 3.1 
Total programming and other direct costs of services$48.8 $36.8 $12.0 $8.9 $3.1 
•Equipment and other: The organic increase is primarily due to higher costs associated with certain government-related projects.

42

C&W Networks & LatAm. The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our C&W Networks & LatAm segment.
 Three months ended March 31,Increase (decrease)Increase (decrease) from:
 20232022FXOrganic
 in millions
Interconnect$11.1 $11.9 $(0.8)$(0.2)$(0.6)
Equipment and other4.6 3.0 1.6 (0.6)2.2 
Total programming and other direct costs of services$15.7 $14.9 $0.8 $(0.8)$1.6 
•Equipment and other: The organic increase is primarily due to (i) lower amounts of capitalizable costs associated with licenses, as part of a migration into contracts with shorter terms and more cloud-based arrangements, and (ii) higher costs associated with sales-type leases on CPE installed on long-term customer solutions.
Liberty Puerto Rico. The following table sets forth the changes in programming and other direct costs of services for our Liberty Puerto Rico segment.
Three months ended March 31,Increase (decrease)
 
 20232022
 in millions
Programming and copyright$28.3 $27.6 $0.7 
Interconnect22.1 19.4 2.7 
Equipment and other52.0 60.4 (8.4)
Total programming and other direct costs of services$102.4 $107.4 $(5.0)
•Interconnect: The increase is primarily due to higher roaming costs.
•Equipment and other: The decrease is primarily associated with equipment credits received during the first quarter of 2023 for historical handset purchases.
Liberty Costa Rica. The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Costa Rica segment.
Three months ended March 31,Increase (decrease)Increase (decrease) from:
 20232022FXOrganic
 in millions
Programming and copyright$8.5 $8.9 $(0.4)$1.0 $(1.4)
Interconnect8.2 7.2 1.0 1.0 — 
Equipment and other11.3 9.3 2.0 1.5 0.5 
Total programming and other direct costs of services$28.0 $25.4 $2.6 $3.5 $(0.9)
•Programming and copyright: The organic decrease is primarily due to the positive impact of FX associated with non-CRC denominated costs.

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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, operating lease rent 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.
Consolidated. The following table sets forth the organic and non-organic changes in other operating costs and expenses on a consolidated basis.
 Three months ended March 31,Increase (decrease)Increase (decrease) from:
An acquisitionA disposition
 20232022FXOrganic
 in millions
Personnel and contract labor$147.1 $153.2 $(6.1)$0.2 $3.0 $(14.0)$4.7 
Network-related66.8 82.6 (15.8)0.8 4.5 (18.5)(2.6)
Service-related50.6 51.2 (0.6)0.8 0.7 (7.4)5.3 
Commercial44.5 65.5 (21.0)1.9 4.9 (22.6)(5.2)
Facility, provision, franchise and other144.9 123.8 21.1 1.7 12.0 (7.3)14.7 
Share-based compensation expense29.2 30.0 (0.8)— — (3.2)2.4 
Total other operating costs and expenses$483.1 $506.3 $(23.2)$5.4 $25.1 $(73.0)$19.3 


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C&W Caribbean. The following table sets forth the organic and non-organic changes in other operating costs and expenses for our C&W Caribbean segment.
 Three months ended March 31,Increase (decrease)Increase (decrease) from:
 20232022FXOrganic
in millions
Personnel and contract labor$53.1 $51.4 $1.7 $0.1 $1.6 
Network-related35.7 37.4 (1.7)0.1 (1.8)
Service-related19.2 17.4 1.8 0.1 1.7 
Commercial10.2 10.9 (0.7)0.1 (0.8)
Facility, provision, franchise and other38.3 34.3 4.0 — 4.0 
Share-based compensation expense4.9 6.2 (1.3)— (1.3)
Total other operating costs and expenses$161.4 $157.6 $3.8 $0.4 $3.4 
•Personnel and contract labor: The organic increase is primarily due to higher salaries and other personnel costs, mainly resulting from higher staff costs associated with transitioning certain third-party services to internal resources.
•Network-related: The organic decrease is primarily due to the net impact of (i) lower truck rolls, (ii) lower professional service costs due to the decision to transition certain third-party services to internal resources and (iii) higher capacity charges associated with the use of C&W Networks & LatAm’s subsea network.
•Service-related: The organic increase is primarily due to an increase in professional services.
•Facility, provision, franchise and other: The organic increase is primarily due to the net impact of (i) an increase due to the negative impact of an accrual release during the first quarter of 2022 related to a favorable court ruling associated with an industry levy on franchise fees, (ii) lower bad debt provisions and (iii) higher travel-related expenses.
C&W Panama. The following table sets forth the organic and non-organic changes in other operating costs and expenses for our C&W Panama segment.
Three months ended March 31,Increase (decrease)Increase (decrease) from:
 20232022An acquisitionOrganic
 in millions
Personnel and contract labor$21.6 $18.9 $2.7 $3.0 $(0.3)
Network-related12.9 9.9 3.0 4.5 (1.5)
Service-related4.4 4.6 (0.2)0.7 (0.9)
Commercial8.5 5.9 2.6 4.9 (2.3)
Facility, provision, franchise and other25.6 10.6 15.0 12.0 3.0 
Share-based compensation expense0.6 1.3 (0.7)— (0.7)
Total other operating costs and expenses$73.6 $51.2 $22.4 $25.1 $(2.7)
•Network-related: The organic decrease is primarily due to lower maintenance-related costs, mainly driven by the transition to a lower-cost vendor.
•Commercial: The organic decrease is primarily due to lower third-party sales commissions.
•Facility, provision, franchise and other: The organic increase is primarily driven by higher bad debt provisions.

45

C&W Networks & LatAm. The following table sets forth the organic and non-organic changes in other operating costs and expenses for our C&W Networks & LatAm segment.
 Three months ended March 31,Increase (decrease)Increase (decrease) from:
 20232022FXOrganic
in millions
Personnel and contract labor$10.7 $12.2 $(1.5)$(1.0)$(0.5)
Network-related10.7 11.7 (1.0)(0.5)(0.5)
Service-related1.0 1.0 — — — 
Commercial0.3 0.3 — — — 
Facility, provision, franchise and other6.7 4.9 1.8 (0.6)2.4 
Share-based compensation expense0.7 1.0 (0.3)— (0.3)
Total other operating costs and expenses$30.1 $31.1 $(1.0)$(2.1)$1.1 
•Facility, provision, franchise and other: The organic increase is primarily due to bad debt provisions and other insignificant increases across numerous cost categories.
Liberty Puerto Rico. The following table sets forth the changes in other operating costs and expenses for our Liberty Puerto Rico segment.
Three months ended March 31,
 Increase (decrease)
 20232022
 in millions
Personnel and contract labor$41.2 $40.6 $0.6 
Network-related12.2 10.9 1.3 
Service-related14.9 11.5 3.4 
Commercial11.5 12.1 (0.6)
Facility, provision, franchise and other49.2 43.6 5.6 
Share-based compensation expense1.8 3.2 (1.4)
Total other operating costs and expenses$130.8 $121.9 $8.9 
•Personnel and contract labor: The increase is primarily due to higher salaries and other personnel costs, including the impact of higher amortization of deferred commissions in connection with the AT&T Acquisition. This increase is partially offset by the receipt of a tax credit during the first quarter of 2023 awarded to businesses that continued to pay employees or that experienced significant declines in gross receipts during the COVID-19 pandemic.
•Network-related: The increase is primarily due to higher network outages and an increase in network-related integration costs associated with the AT&T Acquisition.
•Service-related: The increase is primarily due to higher service-related integration costs associated with the AT&T Acquisition.
•Facility, provision, franchise and other: The increase is primarily due to an increase in bank-related fees associated with certain services being provided under a transition service agreement, bad debt provisions and utility costs.

46

Liberty Costa Rica. The following table sets forth the organic and non-organic changes in other operating costs and expenses for our Liberty Costa Rica segment.
 Three months ended March 31,Increase (decrease)Increase (decrease) from:
 20232022FXOrganic
 in millions
Personnel and contract labor$8.5 $7.4 $1.1 $1.1 $— 
Network-related9.9 8.7 1.2 1.2 — 
Service-related6.1 5.4 0.7 0.7 — 
Commercial14.0 13.7 0.3 1.8 (1.5)
Facility, provision, franchise and other17.5 16.6 0.9 2.3 (1.4)
Share-based compensation expense0.2 0.9 (0.7)— (0.7)
Total other operating costs and expenses$56.2 $52.7 $3.5 $7.1 $(3.6)

Corporate. The following table sets forth the changes in other operating costs and expenses for our corporate operations.
 Three months ended March 31,Increase
 20232022
 in millions
Personnel and contract labor$12.1 $9.1 $3.0 
Service-related5.1 3.6 1.5 
Facility, provision, franchise and other9.6 6.7 2.9 
Share-based compensation expense21.0 14.4 6.6 
Total other operating costs and expenses$47.8 $33.8 $14.0 
•Personnel and contract labor: The increase is primarily attributable to (i) higher salaries and other personnel costs, mainly resulting from higher staffing levels in our operations center in Panama, and (ii) higher bonus costs due to a shift in bonus payments in the form of equity to cash.
•Facility, provision, franchise and other: The increase is primarily due to insurance costs associated with recent cable breaks.
Results of Operations (below Adjusted OIBDA)
Depreciation and amortization
Our depreciation and amortization expense increased $21 million or 10% during the three months ended March 31, 2023, as compared to the corresponding period in 2022, primarily due to the net effect of (i) a decrease associated with customer relationship assets becoming fully depreciated in Liberty Puerto Rico, (ii) an increase at C&W Panama resulting from the Claro Panama Acquisition, and (iii) an increase in property and equipment additions, primarily associated with the installation of CPE, baseline related additions and the expansion and upgrade of our networks and other capital initiatives.
47

Impairment, restructuring and other operating items, net
The details of our impairment, restructuring and other operating items, net, are as follows:
 Three months ended March 31,
 20232022
 in millions
Impairment charges (a)$21.2 $1.9 
Restructuring charges 13.1 2.7 
Other operating items, net (b)(4.6)3.2 
Total$29.7 $7.8 
(a)The 2023 amount primarily relates to impairment of certain operating lease right-of-use assets, predominantly related to decommissioned tower leases at C&W Panama.
(b)The 2023 amount primarily includes a gain on asset disposition. The 2022 amount primarily includes direct acquisition costs.
Interest expense
Our interest expense increased $17 million during the three months ended March 31, 2023, as compared to the corresponding period in 2022. The increase is primarily attributable to the net effect of (i) higher weighted-average interest rates and (ii) lower average outstanding debt balances, primarily resulting from the disposition of the Chile JV Entities in October 2022.
For additional information regarding our outstanding indebtedness, see note 8 to our condensed consolidated financial statements.
It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 5 to our condensed consolidated financial statements, we use derivative instruments to manage our interest rate risks.
Realized and unrealized gains or losses on derivative instruments, net
Our realized and unrealized gains or losses on derivative instruments primarily include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized losses on derivative instruments, net, are as follows:
 Three months ended March 31,
 20232022
 in millions
Interest rate and cross-currency derivative contracts (a)$(35.5)$(17.6)
Foreign currency forward contracts and other(15.8)(8.3)
Weather Derivatives (b)(7.8)(7.8)
Total$(59.1)$(33.7)
(a)The losses during the three months ended March 31, 2023 and 2022 are primarily attributable to the net effect of (i) changes in interest rates and (ii) for the 2022 period, changes in FX rates predominantly due to changes in the value of the Chilean peso relative to the U.S. dollar prior to the disposition of 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.
48

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 gains, net, are as follows:
 Three months ended March 31,
 20232022
 in millions
U.S. dollar-denominated debt issued by non-U.S. dollar functional currency entities (a)$36.0 $107.2 
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency
10.6 8.1 
Other (b)2.6 (18.7)
Total$49.2 $96.6 
(a)    The gains during the three months ended March 31, 2023 are related to a CRC functional currency entity. The gains during the three months ended March 31, 2022 are primarily related to a CLP functional currency entity.
(b)    Primarily includes (i) third-party receivables and payables denominated in a currency other than an entity’s functional currency and (ii) cash denominated in a currency other than an entity’s functional currency.
Gains or losses on debt extinguishment, net
Our gains or losses on debt 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 losses on debt extinguishment, net, of $5 million and nil during the three months ended March 31, 2023 and 2022, respectively. The net loss during 2023 is primarily associated with refinancing activity at Liberty Costa Rica.
For additional information concerning our debt repurchases and repayments, see note 8 to our condensed consolidated financial statements.
Income tax benefit or expense
We recognized income tax expense of $13 million and $23 million during the three months ended March 31, 2023 and 2022, respectively.
For the three months ended March 31, 2023, the income tax expense attributable to our loss before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of net increases in valuation allowances, 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 international rate differences, changes in uncertain tax positions and permanent tax differences, such as non-taxable income.
For the three months ended March 31, 2022, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the net detrimental effects of international rate differences, increases in valuation allowances, and negative effects of permanent tax differences, such as non-deductible expenses. 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 additional information regarding our income taxes, see note 13 to our condensed consolidated financial statements.
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Net earnings or loss
The following table sets forth selected summary financial information of our net earnings (loss):
 Three months ended March 31,
 20232022
 in millions
Operating income$113.0 $184.6 
Net non-operating expenses$(162.8)$(71.6)
Income tax expense$(13.2)$(22.8)
Net earnings (loss)$(63.0)$90.2 
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.
Material Changes in Financial Condition
Sources and Uses of Cash
As of March 31, 2023, 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 March 31, 2023. 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 8 to our condensed consolidated financial statements.
Cash and cash equivalents
The details of the U.S. dollar equivalent balances of our cash and cash equivalents at March 31, 2023 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) $11.2 
Unrestricted subsidiaries (b)72.8 
Total Liberty Latin America and unrestricted subsidiaries84.0 
Borrowing groups (c):
C&W (d)493.8 
Liberty Puerto Rico61.0 
Liberty Costa Rica33.0 
Total borrowing groups587.8 
Total cash and cash equivalents
$671.8 
(a)Represents the amount held by Liberty Latin America on a standalone basis.
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(b)Represents the aggregate amount held by subsidiaries of Liberty Latin America that are outside of our borrowing groups. All of these companies rely on funds provided by our borrowing groups to satisfy their liquidity needs.
(c)Represents the aggregate amounts held by the parent entity of the applicable borrowing group and their restricted subsidiaries.
(d)Includes $84 million and $47 million of cash held by operations in C&W Panama and C&W Bahamas, respectively.
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 March 31, 2023, the aggregate value of our share repurchases was $25 million. For additional information regarding our Share Repurchase Program, see note 15 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 March 31, 2023, see note 8 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 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, where applicable, 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
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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 March 31, 2023, 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 March 31, 2023, the outstanding principal amount of our debt, together with our finance lease obligations, aggregated $8,010 million, including $261 million that is classified as current in our condensed consolidated balance sheet and $7,363 million that is not due until 2027 or thereafter. At March 31, 2023, $7,632 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 March 31, 2023 is $254 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 8 to our condensed consolidated financial statements.
The weighted average interest rate in effect at March 31, 2023 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin, was 6.7%. 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 on our borrowing costs at March 31, 2023 was as follows:
Borrowing groupDecrease to borrowing costs
C&W(1.4)%
Liberty Puerto Rico(0.6)%
Liberty Costa Rica— %
Liberty Latin America borrowing groups(1.0)%
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 5.9% at March 31, 2023.
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 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.
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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 three months ended March 31, 2023 and 2022 are summarized as follows:
 Three months ended March 31,
 20232022Change
 in millions
Net cash provided by operating activities$62.4 $122.3 $(59.9)
Net cash used by investing activities(132.1)(189.0)56.9 
Net cash used by financing activities(35.4)(78.2)42.8 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(4.2)2.0 (6.2)
Net decrease in cash, cash equivalents and restricted cash$(109.3)$(142.9)$33.6 
Operating Activities. The decrease in cash provided by operating activities is primarily related to a decline in Adjusted OIBDA and changes in working capital.
Investing Activities. The cash used by investing activities during 2023 primarily relates to (i) capital expenditures, as further discussed below, and (ii) the purchase of additional investments made during the quarter. During the 2022 period, the cash used by investing activities comprised (i) $164 million paid for capital expenditures and (ii) $33 million paid in connection with the BBVI Acquisition that closed in December 2021, which was partially offset by $8 million cash received in connection with the Liberty Telecomunicaciones Acquisition.
For additional information regarding our acquisitions, see note 4 to our condensed consolidated financial statements.
The capital expenditures, net, 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, net, as reported in our condensed consolidated statements of cash flows, and (ii) our total property and equipment additions, which include our capital expenditures, net, on an accrual basis and amounts financed under capital-related vendor financing or finance lease arrangements.
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:
Three months ended March 31,
20232022
in millions
Property and equipment additions$144.7 $175.4 
Assets acquired under capital-related vendor financing arrangements(35.9)(31.9)
Changes in current liabilities related to capital expenditures and other5.3 20.7 
Capital expenditures, net$114.1 $164.2 
The decrease in our property and equipment additions during the three months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily due to the net effect of (i) a decrease associated with the disposition of the Chile JV Entities in October 2022, and (ii) an increase related to baseline additions and new build activity. During the three months ended March 31, 2023 and 2022, our property and equipment additions represented 13.1% and 14.4% of revenue, respectively.
Financing Activities. During the three months ended March 31, 2023, we used $35 million of cash from financing activities, primarily due to (i) $22 million of cash outflow associated with the repurchase of Liberty Latin America common
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shares and (ii) $15 million of payments for financing costs and debt premiums, primarily associated with refinancing activity at Liberty Costa Rica.
During the three months ended March 31, 2022, we used $78 million of cash from financing activities, primarily due to the net effect of (i) $55 million associated with the repurchase of Liberty Latin America common shares and (ii) $12 million of net payments of debt.
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 8 and 9, 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 three months ended March 31, 2023 and 2022, 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 2022 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) JMD and CRC and (ii) the U.S. dollar, which is our reporting currency, is shown below, per one U.S. dollar:
March 31,
2023		December 31, 2022
Spot rates:
JMD150.59 151.92 
CRC541.86 591.80 
 Three months ended March 31,
 20232022
Average rates:
JMD152.98 154.86 
CRC562.76 644.94 
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 March 31, 2023, we paid a fixed or capped rate of interest on 97% 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.
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.
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C&W Interest Rate Derivative Contracts
Holding all other factors constant, at March 31, 2023, 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 $91 million ($94 million).
Liberty Puerto Rico Interest Rate Derivative Contracts
Holding all other factors constant, at March 31, 2023, 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 $27 million ($24 million).
Projected Cash Flows Associated with Derivative Instruments
The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of March 31, 2023. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see note 5 to our condensed consolidated financial statements.
 Payments (receipts) due during:Total
 Remainder of 202320242025202620272028Thereafter
 in millions
Projected derivative cash payments (receipts), net:
Interest-related (a)$(28.4)$(82.3)$(82.3)$(82.3)$(82.3)$(49.7)$(20.0)$(427.3)
Other (b)21.9 5.5 — — — — — 27.4 
Total
$(6.5)$(76.8)$(82.3)$(82.3)$(82.3)$(49.7)$(20.0)$(399.9)
(a)Includes the interest-related cash flows of our interest rate derivative contracts.
(b)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 2022 Form 10-K, 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 March 31, 2023. As remediation is not completed, the Executives concluded that our disclosure controls and procedures continue to be ineffective as of March 31, 2023.
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 2022 Form 10-K. 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;
•additional accounting and finance resources were hired to design, implement, perform, and monitor the execution of internal controls; and
•third-party information technology resources were hired to assist in role design and support the execution of general information technology controls.

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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 16 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 Share Repurchase Program. This program authorizes us to repurchase from time to time up to $200 million of our Class A common shares and/or Class C common shares through December 2024. On May 8, 2023, our Directors approved an additional $200 million for the repurchase of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2025 through open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means. The 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 March 31, 2023 (in millions, except per share amounts):
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
January 1, 2023 through January 31, 2023:
Class A0.4 $8.25 0.4 (b)
Class C0.1 $8.77 0.1 
February 1, 2023 through February 28, 2023:
Class A0.1 $8.98 0.1 (b)
Class C0.1 $8.87 0.1 
March 1, 2023 through March 31, 2023:
Class A0.3 $8.21 0.3 (b)
Class C2.1 $8.07 2.1 
Total – January 1, 2023 through March 31, 2023:
Class A0.8 $8.31 0.8 (b)
Class C2.3 $8.11 2.3 
(a)Average price paid per share includes direct acquisition costs.
(b)At March 31, 2023, the remaining amount authorized for repurchases under the Share Repurchase Program was $32 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
10.3
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



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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:May 8, 2023
/s/ BALAN NAIR
Balan Nair
President and Chief Executive Officer
Dated:May 8, 2023
/s/ CHRISTOPHER NOYES
Christopher Noyes
Senior Vice President and Chief Financial Officer



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Exhibit 10.1

EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of April 18, 2022 (the “Effective Date”) by and among Liberty Latin America Ltd., a Bermuda limited liability company (the “Parent”) and Aamir Hussain (the “Executive”) (the Company and the Executive together, the “Parties”, and each individually referred to as a “Party”).
WHEREAS, the Company desires to engage the services of the Executive as Senior Vice President and Chief Technology and Product Officer of the Company;
WHEREAS, the Company intends that the Executive be directly employed by its Panamanian subsidiary Liberty Iberoamérica S.L.U., a company registered in the Public Register in Folio No. 155679802, of the Microfilms Section (Mercantil), with address at Calle 53, Marbella, Humboldt Tower, second floor, Republic of Panama, Province of Panama (the “Company”);
WHEREAS, the Company and the Executive have entered into that certain Indefinite-Time Employment Agreement under the Special Regime of Headquarters of Multinational Companies in Panama, dated as of April 18, 2022 (the “SYM Contract”), which governs the Executive’s terms of employment by the Company under the laws of Panama; and
WHEREAS, the Parties desire to enter into this Agreement to further secure the Executive’s employment during the term hereof, 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:
DEFINITIONS
Section 1.1    Defined Terms. As used in this Agreement, the following terms have the following meanings:
“Board” means the Board of Directors of the Parent.
“Cause” means a determination in good faith by the Company that the Executive (a) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the Executive’s duties with respect to the Parent, the Company or any of their subsidiaries, (b) has refused without proper legal reason to perform the Executive’s duties and responsibilities to the Parent, the Company or any of its subsidiaries, (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), has engaged in conduct that is materially injurious to the Parent, the Company or any of their subsidiaries, (e) has disclosed without specific authorization from the Company material Confidential Information (as defined in Section 6.3(a)), (t) 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.), or (h) 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
1


violated, the Foreign Corrupt Practices Act of 1977, as amended, and/or other similar applicable laws, in any material respect.
“Class A Shares” means the Parent’s Class A 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” means 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.
“Disability” means that the Executive meets the requirements for disability benefits under the Company’s long-term disability plan.
“Good Reason” means 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, authority, 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 Parent; (c) a reduction in Base Salary or target Annual Bonus under Article III, as each may be increased from time to time; or (d) relocation of Executive’s principal place of employment from Panama City, Panama.
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, and (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 the equity grant agreements in the form established by the Parent, 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.
“Notice of Termination” means a written notice delivered by the Company or the Executive to the other party in accordance with Section 8.9 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.
2


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.
EMPLOYMENT & DUTIES
Section 2.1    Title and Location. The Company hereby employs the Executive, and the Executive agrees to serve the Parent as Senior Vice President and Chief Technology and Product Officer of the Company and of the Parent, on the terms and conditions hereinafter set forth, with the location of employment to be principally Panama City, Panama; provided, however, that Executive may work remotely in accordance with the Company’s policies as in effect from time to time for similarly situated executives.
Section 2.2    Employment Period. The Executive’s employment by the Company pursuant to this Agreement and the SYM Contract will commence on the Effective Date and will continue until terminated pursuant to Article IV (the “Employment Period”).
Section 2.3    Duties; Other Interests.
(a)    Reporting. The Executive shall report directly to the President and CEO of the Parent (the “CEO”).
(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 CEO 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, including without limitation all relevant Codes of Conduct.
(c)    Business Time. As provided in Section 6.1, the Executive will, while employed, 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, the Executive may engage in personal business and non-profit activities that in no manner conflict with her ability to fulfill her duties to the Parent and the Company.
(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.
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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 executive officers of the Company located in Panama City, Panama, at an annual rate of six hundred twenty-five thousand U.S. dollars ($625,000 USD). The Base Salary is comprised of twelve regular monthly salaries in the amount of $48,076.92 USD and an additional thirteenth salary paid in three installments over the course of the calendar year. The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the CEO and the Compensation Committee in its discretion. Except as otherwise determined by the Parent, all compensation set forth in this Agreement shall be paid to the Executive by the Company and shall not be in addition to any amounts required to be paid to the Executive by the Company under local law.
(b)    Annual Bonus. For each calendar year ending during the Employment Period, the Executive will be eligible to earn a bonus (the “Annual Bonus”), provided that 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 2022 is one million U.S. dollars ($1,000,000 USD), prorated for the portion of the calendar year the Executive is employed with a Company Entity. The target Annual Bonus will be reviewed annually and for calendar years after 2022 may be adjusted 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 in the same manner as for other employees.
(c)    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 2022, the Annual Equity Grant shall have a target equity value of two million two hundred fifty thousand U.S. dollars ($2,250,000 USD) (the “Annual Grant Value”). The target Annual Grant Value will be reviewed annually and may be adjusted by the Compensation Committee in its sole discretion. The Annual Equity Grant shall be granted in the form, 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 (pursuant to a grant award agreement in respect thereof to be established by the Parent).
(d)    Sign-On SAR Award. Within three months following the Effective Date, the Executive shall be granted a one-time award of 300,000 stock appreciation rights (“SARs”) under the terms of the Incentive Plan (the “Sign-On SARs”). The Sign-On SARs shall have a vesting date in March 2024 and shall be granted in the form and on otherwise substantially the same terms and conditions as stock appreciation rights have been granted to the Parent’s other senior executive officers, subject to the approval of the Compensation Committee in its sole discretion.
Section 3.2    Withholding. The Company and the Parent will have the right to withhold from payments otherwise due and owing to the Executive, an amount sufficient to satisfy any federal, state, and/or local income and payroll 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.
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Section 3.3    Employee Benefits. During the Employment Period, the Executive shall have the opportunity to participate in all Panama-based employee benefit plans and arrangements sponsored or maintained by the Company for the benefit of its senior executive group based in Panama City, Panama, including without limitation, all group insurance plans (term life, medical and disability) and retirement plans, subject to the terms and conditions of such plans, and as provided in the SYM Contract. The Executive shall be entitled to vacation leave as provided in the SYM Contract. During the Employment Period, the Executive shall be entitled to the relocation and expatriate benefits set forth in Exhibit B to this Agreement; provided, however, that such expatriate benefits can be modified from time to time by the Company so long as they are no less favorable than those generally available to similarly situated executives.
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, subject to and in accordance with the Company’s practices and policies for its senior executives.
TERMINATION
Section 4.1    Company’s Right to Terminate. This is an at-will employment agreement. The Parent or 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 thirty 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, by providing the Company with a Notice of Termination, with an effective date not less than ninety (90) 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 her employment 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 affiliates. The Executive agrees to execute and deliver all documents reasonably requested by the Parent in connection therewith.
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 he 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)
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any incurred but unreimbursed expenses for which the Executive is entitled to reimbursement m 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; Disability. Subject to Section 5.l(e), if the Executive’s employment is terminated involuntarily by the Company without Cause, by the Company due to Disability, 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 one (1) times the Executive’s annual Base Salary at the rate in effect on the Date of Termination, which shall be paid in a single lump sum; provided, however, that if the Executive’s termination is due to Disability, the total amount payable pursuant to this Section 5.l(b)(iv) shall be reduced by the total amount of all disability benefits payable to the Executive pursuant to employee benefit plans of any Company Entity during the period of such installment payments; and
(v)    During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is twelve (12) 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.
It is understood and agreed that this severance includes, and is not in addition to, the amount of the severance set forth by the Labor Code of Panama for termination by the employer without cause.
(c)    Death. If the Executive’s employment is terminated due to the Executive’s death, the Company shall pay or provide to the Executive’s estate:
(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 (if any) shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives (any individual performance rating will be at the discretion of the CEO); and
(iv)    Severance equal to one times the Executive’s annual Base Salary at the rate in effect on the Date of Termination, which shall be paid in a single lump sum on the sixtieth (60th) day following the Date of Termination, in the manner set forth by the Labor Code of Panama.
(d)    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.l(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.
(e) 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 A (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.l(b)(iii) through (v).
(f)    Non-duplication of Benefits. If the Executive is entitled to receive separation or severance benefits under the terms of any other plan, practice or arrangement of the Parent, Company or any affiliate or pursuant to the terms of any applicable law but not including any acceleration or payment of equity awards under the terms of the applicable award agreement (the “Other Separation Benefits”), the amount of the severance benefits payable under this Article V shall be reduced by the amount of the Other Separation Benefits but shall not be reduced below $5,000 USD.
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 CEO of the Company, 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 Chief People Officer, 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.
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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(a)) 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 her employment or performance of services with or for any Company Entity; or(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
(b)    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, telecommunications or broadband communications system (including fixed and wireless mobile) that is in direct competition with the Parent or the Company.
(c)    The “Restricted Period” shall begin on the Effective Date and shall expire on the first anniversary of the Executive’s termination of employment with all Company Entities.
(d)    Notwithstanding Section 6.2(c) above, the Executive may own, directly or indirectly, an aggregate of not more than five percent (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
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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, 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
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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.
(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.
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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.
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-l(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 l.409A-l(i), 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 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 acknowledges and agrees that he shall have no 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
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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.
(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 409A 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
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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    The Company agrees to directly pay within 30 business days following the Company’s receipt of an invoice from counsel, all reasonable legal fees and expenses that Executive incurs in connection with the negotiation and execution of this Agreement, up to a maximum of $20,000.
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, 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 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 8.9 of this Agreement.
13


Section 8.6    Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, other than claims entitling the claimant to injunctive relief or claims or disputes arising from a violation or alleged violation by the Executive of the provisions of Article VI shall be settled exclusively by final and binding arbitration in Denver, Colorado in accordance with the Employment Arbitration Rules of the American Arbitration Association (the “AAA”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of an arbitrator within thirty (30) days following receipt by one party of the other party’s notice of desire to arbitrate, the arbitrator shall be selected from a panel or panels of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Employment Arbitration Rules then prevailing. The costs of the arbitrator shall be borne by both parties equally; provided that each party will pay its own attorneys’ fees. Either party may appeal the arbitration award and judgment thereon and, in actions seeking to vacate an award, the standard of review to be applied to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury. This agreement to arbitrate shall not preclude the parties from engaging in voluntary, non-binding settlement efforts including mediation.
Section 8.7    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. 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 8.8    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 8.9    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, or (ii) on the date transmitted by hand delivery to the Party entitled to receive the same, 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 8.9:
If to the Company:
Liberty Latin America Ltd.
Attn: Chief People Officer
1550 Wewatta Street, Suite 710
Denver, CO 80202
If to the Executive: At the address then on file with the Company.
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Section 8.10    No Third-Party Beneficiaries. Except as provided in Section 5.l(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 8.11    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]
15



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 Winter________________
John Winter
Senior Vice President
EXECUTIVE
/s/ Aamir Hussain_________________
[Signature Page to Employment Agreement]


EXHIBIT B
RELOCATION BENEFITS SCHEDULE
Additional Relocation Benefits:
Visa and Immigration
The Company will assist with and pay the cost of a work visa for the employee’s spouse and immediate family if applicable.
The employee is responsible for having a valid passport, which must have a minimum of four blank pages prior to departure, valid for at least 12 months beyond the expected start date of employment with the Company. The Company’s immigration provider will assist the employee in providing the required documents and certificates for the visa process.
Relocation Travel
The Company will pay for a one-way flight for the employee and, if applicable, spouse and immediate family relocating to Panama City, Panama. This travel will be booked by the Company aligning with the Travel Policy.
Temporary Support; Accommodation and Transport
The Company will provide furnished accommodation in a preferred and sourced apartment for up to four weeks for the employee and accompanying family with the option to extend based on business approval. Where needed, we’ll also provide temporary transportation for the same period in Panama, this could be a rental car or taxi/ride share service.
Housing Allowance
While living in Panama, the Company will provide a housing allowance of $7,000 USD per month for 60 months (five years) paid up-front on a quarterly basis. The housing allowance will commence following the completion of the temporary accommodation benefit. If temporary accommodation is not required, this allowance will commence immediately.
Tuition Support
The Company will provide tuition fee reimbursement based on actual costs and not exceeding $20,000 USD (one time) Capital Donation and up to $18,000 USD per year, per child for a maximum of five years. This tuition benefit is applicable to dependent children still in mandatory education, typically up to 17 years old. Tuition support is provided for a maximum of 5 years and will commence at the time eligible children are enrolled into school in Panama.
Health and Medical Coverage
The Company will provide medical coverage under our International Plan for the employee, spouse and immediate dependents, per the terms of the plan. In addition, the Company will assist in the medical insurance for a parent, which, as discussed, is approximately $1,000 USD per month.
Move of Household Goods
The Company will arrange and pay for the costs for the shipment of household goods from the employee’s home country to the host country, including packing and loading; door-to-door transportation; unloading; and unpacking; fees and insurances. Weekend delivery is also not included. The Company will contact their preferred moving company to perform a survey at the employee’s current residence to assess the needs of the employee and provide a cost quotation following the survey, which they will share with the Company. Costs for storage in either the home or the host country will be covered for up to four weeks in total when necessary. The move is limited to one pick-up and one delivery address.
B-1


Further details of what is covered and what isn’t covered in the shipment of your household goods will be explained during your relocation consultation.
Relocation of Pets
We will provide up to $1000 USD as reimbursement for the relocation per household pet from one country to another. You may use this amount to cover for vaccines, certifications, travel expenses and pet fee in host country, as applicable.
Local Registration
The Company will provide assistance for local registration with agencies such as bank account registration.
Spouse Support
The Company will make all reasonable efforts to support the transition of the accompanying family. Spouse support can include making connections to our partners, support for training and/or recruitment and costs up to $3,500 USD for expenses related to job search and training.
Language Training
We offer local language training (English or Spanish) that is capped to a maximum of $1,500 USD for employee and partner only. The training is required to commence within the first twelve (12) months of employment for reimbursement. We will support to find local language training. Dependent children who have local language training as part of their schooling so that additional language lessons are arrangement for them are not reimbursed.
Annual Flights
The Company will cover the cost of an annual return flight to Europe for the Employee, Spouse and Dependents as applicable for the first three years. Such booking must be made in line with the companies travel policy and preferred airlines.
Tax Advice
Your Global Mobility Manager will arrange a briefing with our global tax service vendor to explain the impact of leaving your home country and moving to host in relation to tax and, if applicable, social security matters. We will offer help with tax returns in your home country and Panama for up to three years.
Repatriation
The Company will pay repatriation costs, limited to flights and shipment within the Company’s policies to the Employee’s country of origin upon termination in accordance with its policies, except for termination for cause. Such repatriation must take place within 90 days of termination.
Reimbursement of Company
In the event the employee voluntarily resigns from the Company or the Company terminates the employee for cause after the first twelve months but before three years from the employee’s start date, the employee shall reimburse the Company for 50% of all expenses incurred by the Company for such employee’s relocation.
Note 1: The mobility benefits offered are non-convertible into a cash allowance.
B-2

Exhibit 10.2

LILA Class A/K
202_-CEOSAR-A/K
LIBERTY LATIN AMERICA
2018 INCENTIVE PLAN
(Amended and Restated effective May 12, 2021)
SHARE APPRECIATION RIGHTS AGREEMENT

THIS SHARE APPRECIATION RIGHTS AGREEMENT (this “Agreement”) is made as of March __, 202_ (the “Grant Date”), by and between LIBERTY LATIN AMERICA LTD., an exempted Bermuda company limited by shares (the “Company”), and Balan Nair whose address and employee number appear on the signature page hereto (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.
The Committee has determined that it is in the best interest of the Company and its Shareholders to award a share appreciation right to the Grantee effective as of 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 Exchange Act (as defined in the Plan), including a going private transaction with affiliated entities or with insiders.
“Base Price” means $____ per Class A common share with respect to a LILA SAR and $____ per Class C common share with respect to a LILAK SAR.
“Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado, are required or authorized to be closed.
“Cause” has the meaning specified in the Employment Agreement.


“Class A common shares” or “LILA” means the Class A common shares, par value $0.01 per share, of the Company.
“Class C common shares” or “LILAK” means the Class C common shares, par value $0.01 per share, of the Company.
“Close of Business” means, on any day, 5:00 p.m., Denver, Colorado time.
“Code” means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statute thereto. References to any specific Code section shall include any successor section.
“Committee” has the meaning specified in the preamble to this Agreement.
“Company” has the meaning specified in the preamble to this Agreement.
“Corresponding Day” means with respect to each month, the day of that month that is the same day of the month as the Grant Date; provided that, for any month for which there is not a day corresponding to the Grant Date, then the Corresponding Day shall be the last day of such month. By way of example, if the Grant Date was the 31st of December, the Corresponding Day in June would be the 30th.
“Disability” has the meaning specified in the Employment Agreement.
“Employment Agreement” means that certain Amended and Restated Employment Agreement, made and effective as of July 28, 2022, among the Company, LiLAC Communications Inc. and the Grantee.
“Good Reason” has the meaning specified under Section 1.1 of the Employment Agreement.
“Grant Date” has the meaning specified in the preamble to this Agreement.
“Grantee” has the meaning specified in the preamble to this Agreement.
“Plan” has the meaning specified in the preamble of this Agreement.
“Required Withholding Amount” has the meaning specified in Section 5 of this Agreement.
“Retirement” means the voluntary termination of a Grantee’s employment with the Company or its Subsidiaries, on or after the date that the sum of the Grantee’s years of age and years of continuous employment with the Company or its Subsidiaries is at least 70 (the “Rule of 70”).  For clarity, the Company will count years of continuous employment with Liberty Global plc or any of its Subsidiaries for calculating the Rule of 70 for any service rendered by the Grantee to such entities immediately prior to joining the Company or any of its Subsidiaries.

        “SAR” has the meaning specified in Section 2 of this Agreement.
“Section 409A” means Section 409A of the Code and related Regulations and Treasury pronouncements.
““Shares” means, collectively, the Class A common shares and Class C common shares subject to the Award.
    2

“Term” has the meaning specified in Section 2 of this Agreement.
“Termination of Service” means the Grantee’s provision of services to the Company and its Subsidiaries as an officer, employee or Consultant, or provision of services to Liberty Global plc and its Subsidiaries as an officer, employee or Consultant, terminates for any reason. 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 a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, nor a change in Grantee’s status from a Consultant to an employee, will be a Termination of Service for purposes of this Agreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request or with the express consent of the Company and any change in the Grantee’s status from an employee to a Consultant will be a Termination of Service within the meaning of this Agreement.
“Third Party Administrator” means the company or any successor company that has been selected by the Company to maintain the database of the Plan and to provide related services, including but not limited to equity grant information, transaction processing and a grantee interface.
2.Grant of Share Appreciation Right. Subject to the terms and conditions herein, pursuant to the Plan, the Company grants to the Grantee a Free-Standing SAR with respect to the number of Shares set forth on the signature page hereto (each, a “SAR” and collectively, the “SARs”). Upon exercise of a SAR in accordance with this Agreement, the Company will, subject to Section 7.4 of the Plan and Section 5 below, issue to the Grantee the number of the applicable class of Shares, if any, by which the Fair Market Value of the Shares represented by such SAR as of the date on which such exercise is considered to occur pursuant to Section 4 exceeds the Base Price of such SAR. The SARs, to the extent they have become exercisable in accordance with Section 3, will be exercisable during the period commencing on the Grant Date and expiring at the Close of Business on the tenth anniversary of the Grant Date (the “Term”), subject to earlier termination as provided in Section 7. The Base Price and number of SARs are subject to adjustment pursuant to Section 11.
3.Conditions of Exercise.
(a)Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein.
(i)Except as otherwise provided in Section 11.1(b) of the Plan or in this Section 3, the SARs will not be exercisable until March 15, 202_ and may be exercised thereafter, only to the extent they have become exercisable, in accordance with the following schedule:
a)33.34% vests on March 15, 202_
b)33.33% vests on March 15, 202_
c)33.33% vests on March 15, 202_

Please refer to the website of the Third Party Administrator, which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the SARs (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View).
(ii)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
    3

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 SARs until the day after the Chief Legal Officer 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, is terminated without Cause or terminates for Good Reason, then the provisions of Sections 3(a)(i) and 7 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 SARs will be terminated without any further vesting after the date of the Suspension Event.
(iii)To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof.
(iv)The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.
(b)Notwithstanding anything to the contrary contained herein, if Termination of Service (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, occurs on or prior to (A) the 13 month anniversary of an Approved Transaction, Board Change or Control Purchase or (B) with respect to clause (y) of this Section 3(b) only, the later of such 13 month anniversary or the first day following the expiration of the cure period described in the definition of “Good Reason” in Section 1.1 of the Employment Agreement, then all SARs will become exercisable on the date of Termination of Service.
4.Manner of Exercise. The SARs will be considered exercised (as to the number of SARs specified in the notice referred to in Section 4(a) below) on the latest of (i) the date of exercise designated in the written notice referred to in Section 4(a) below, (ii) if the date so designated is not a Business Day, the first Business Day following such date or (iii) the earliest Business Day by which the following have occurred:
(a)The Grantee has either (i) notified the Third Party Administrator through its website or by telephone (see Section 13 below) of the exercise, or (ii) submitted to the Company a properly executed written notice of exercise in such form as the Committee may require containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise and the number of SARs to be exercised; and
(b)The Third Party Administrator or the Company, as the case may be, has received such other documentation, if any, that the Committee may reasonably require.
5.Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will deduct from the Shares otherwise payable or deliverable upon exercise of any SARs, a number of Shares (valued at their Fair Market Value on the date of exercise) that is equal to the amount, if any, of all national, state and local taxes and employee social security contributions required to be withheld by the Company upon such exercise, as determined by the management of the Company in its sole and absolute discretion (the “Required Withholding Amount”). Without limitation to the foregoing sentence, the Grantee hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts
    4

otherwise payable to the Grantee (including wages or other cash compensation) or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of any SARs through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent), but in either case, subject to compliance with applicable law.
6.Delivery by the Company. As soon as practicable after receipt of all items referred to in Section 4, and subject to the withholding referred to in Section 5, the Company will deliver or cause to be delivered to or at the direction of the Grantee the amount of consideration determined under the second sentence of Section 2 above, which consideration shall consist of Shares (valued at their Fair Market Value on the date of exercise). Any delivery of Shares will be deemed effected for all purposes when (i) a statement of holdings reflecting such Shares held for the benefit of Grantee in uncertificated form by a third party service provider designated by the Company has been delivered personally to the Grantee or, if delivery is by mail, when the statement of holdings has been deposited in the United States or local country mail, addressed to the Grantee, or (ii) confirmation of deposit into the designated broker’s account of such Shares, in written or electronic format, is first made available to Grantee.
7.Early Termination of the SARs. Unless otherwise determined by the Committee in its sole discretion, the SARs will terminate, prior to the expiration of the Term, at the time specified below:
(a)If Termination of Service occurs other than as set forth in Sections 7(b), 7(c) or 7(d), then the SARs will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which began on the date of Termination of Service.
(b)If a Termination of Service occurs by reason of the Grantee’s death or Disability, termination by the Company or a Subsidiary without Cause or resignation by the Grantee for Good Reason, the SARs will terminate upon expiration of the Term.
(c)If Termination of Service is by the Company or a Subsidiary for Cause, then the SARs will terminate immediately upon such Termination of Service.
(d)If Termination of Service is due to Retirement, then any SAR that becomes exercisable as a result of such Termination of Service along with any SAR not exercised in full prior to such Termination of Service shall remain exercisable until the first to occur of the date that is two years after the date of the Grantee’s Retirement or the scheduled expiration of such SARs.
In any event in which the SARs remain exercisable for a period of time following the date of Termination of Service as provided above, the SARs may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of Termination of Service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the SARs will in any event terminate upon the expiration of the Term.

All SARs will (x) become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of the Grantee’s death or Disability, the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) or the Termination of Service is a resignation by the Grantee for Good Reason, and (y) if the Termination of Service is due to the Grantee’s Retirement prior to any SAR becoming exercisable or being exercised in full, then such SARs shall be exercisable as of the date of the Grantee’s Retirement to the extent that any such SAR would have otherwise become exercisable had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement.

    5

8.    Automatic Exercise of SARs. Immediately prior to the termination of SARs, as provided in Section 7(a), 7(b), 7(c) or 7(d) above or upon expiration of the Term, all remaining SARs then exercisable will be deemed to have been exercised by the Grantee. Notwithstanding any other provision of this Agreement, no exercise of SARs will be deemed to occur upon Termination of Service for Cause.
8.Nontransferability. During the Grantee’s lifetime, the SARs are not transferable (voluntarily or involuntarily) other than pursuant to a Domestic Relations Order and, except as otherwise required pursuant to a Domestic Relations Order, are exercisable only by the Grantee or the Grantee’s court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the SARs 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 SARs will pass by will or the laws of descent and distribution. Following the Grantee’s death, the SARs, if otherwise exercisable, may be exercised by the person to whom such right passes according to the foregoing and such person will be deemed the Grantee for purposes of any applicable provisions of this Agreement.
9.No Shareholder Rights. The Grantee will not, by reason of the Award granted under this Agreement, be deemed for any purpose to be, or to have any of the rights of, a Shareholder with respect to any Shares, nor will the existence of this Agreement 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.
10.Adjustments. The SARs will be subject to adjustment (including, without limitation, as to the number of SARs and the Base Price per Share) in the sole discretion of the Committee and in such manner as the Committee may deem equitable and appropriate in connection with the occurrence of any of the events described in Section 4.2 of the Plan following the Grant Date.
11.Restrictions Imposed by Law. Without limiting the generality of Section 11.8 of the Plan, the Grantee will not exercise any SARs, and the Company will not be obligated to issue or cause to be issued any Shares, if counsel to the Company determines that such exercise or issuance 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 or association upon which Shares are listed or quoted. The Company will in no event be obligated to take any affirmative action in order to cause the exercise of the SARs or issuance of Shares to comply with any such law, rule, regulation or agreement.
12.Notice. Unless the Company notifies the Grantee in writing of a different procedure:
(a)any notice or other communication to the Company with respect to this Agreement (other than a notice of exercise pursuant to Section 4 of this Agreement) will be in writing and will be delivered personally or sent by United States first class or local country mail, postage prepaid, overnight courier, freight prepaid or sent by facsimile and addressed as follows:
    6

Liberty Latin America Ltd.
c/o LiLAC Communications Inc.
1550 Wewatta Street, Suite 800
Denver, Colorado 80202
Attn: Legal Department

(b)any notice of exercise pursuant to Section 4 will be made to the Third Party Administrator, Shareworks, either through its website at https://libertylatinamerica.solium.com/solium/servlet/userLogin.door by telephone at 1.877.380.7793 or 1 + International code + 403.515.3956
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.
13.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 will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby, or (iii) to reform the Award made hereunder as contemplated by Section 11.18 of the Plan or to exempt the Award made hereunder from coverage under Code 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 the Act, and any applicable tax or securities laws; and
(b)subject to any required action by the Board or the Shareholders, the SARs 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 SARs to the extent then exercisable.
14.Grantee Employment.
(a)Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any way with any right of the Company or any Subsidiary, subject to the terms of any separate employment agreement to the contrary, to terminate the Grantee’s employment or service at any time, with or without cause.
(b)The Award hereunder is special incentive compensation that will not be taken into account, in any manner, as salary, earnings, compensation, bonus or benefits, in determining the amount of any payment under any pension, retirement, profit sharing, 401(k), life insurance, salary continuation, severance or other employee benefit plan, program or policy
    7

of the Company or any of its Subsidiaries or any employment agreement or arrangement with the Grantee.
(c)It is a condition of the Grantee’s Award that, in the event of Termination of Service for whatever reason, whether lawful or not, including in circumstances which could give rise to a claim for wrongful and/or unfair dismissal (whether or not it is known at the time of Termination of Service that such a claim may ensue), the Grantee will not by virtue of such Termination of Service, subject to Section 3 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 agreement or arrangement, if any. The rights and obligations of the Grantee under the terms of his Employment Agreement or arrangement, if any, will not be enhanced hereby.
(d)In the event of any inconsistency between the terms hereof or of the Plan and any employment, severance or other agreement or arrangement with the Grantee, the terms hereof and of the Plan shall control.
15.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.
16.Data Privacy.
(a)The Grantee’s acceptance hereof shall evidence the Grantee’s explicit and unambiguous consent to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the 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 may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, bonus and employee benefits, nationality, job title and description, any Shares or directorships or other positions held in the Company, its Subsidiaries and Affiliates, details of all options, share appreciation rights, restricted shares, restricted share units or any other entitlement to Shares or other Awards granted, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, annual performance objectives, performance reviews and performance ratings, for the purpose of implementing, administering and managing Awards under the Plan (“Data”).
(b)The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that the recipients’ country (e.g. the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired with respect to an Award.
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(c)The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may at any time view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that he 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 Company 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 SARs or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantee’s 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.
17.Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Colorado. Each party irrevocably submits to the general jurisdiction of the state and federal courts located in the State of Colorado in any action to interpret or enforce this Agreement and irrevocably waives any objection to jurisdiction that such party may have based on inconvenience of forum. Each party waives its right to trial by jury.
18.Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto. 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.
19.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.
20.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, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt from time to time.
21.Entire Agreement. This Agreement is in satisfaction of and is in lieu of all prior discussions and agreements, oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Award and replaces and makes null and void any prior agreements between the Grantee and the Company regarding the Award. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
22.Grantee Acceptance. The Grantee will signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a
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signed copy to the Company. If the Grantee does not execute and return this Agreement within 90 days of the Grant Date, the grant of the SARs shall be null and void.

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Signature Page to Share Appreciation Rights Agreement
dated March __, 202_ between Liberty Latin America Ltd. and Grantee

LIBERTY LATIN AMERICA LTD.

By: ______________________________________
Name: John Winter
Title: Chief Legal Officer and Secretary

ACCEPTED:

    
Grantee Name: Balan Nair
    
    
Grant ID NumberNumber Awarded
LILA (Class A) SARs
LILAK (Class C) SARs

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Exhibit 10.3

LLA Class A/C
202_-CEORSU-A/C
LIBERTY LATIN AMERICA
2018 INCENTIVE PLAN
(Amended and Restated effective May 12, 2021)
RESTRICTED SHARE UNITS AGREEMENT
THIS RESTRICTED SHARE UNITS AGREEMENT (this “Agreement”) is made as of March __, 202_ (the “Grant Date”), by and between LIBERTY LATIN AMERICA LTD., an exempted Bermuda company limited by shares (the “Company”), and Balan Nair whose address and employee number appear on the signature page hereto (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.
The Committee has determined that it is in the best interest of the Company and its Shareholders to award restricted share units to the Grantee effective as of 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 of 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.
“Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado, are required or authorized to be closed.
“Cause” has the meaning specified under Section 1.1 of the Employment Agreement.


“Class A common shares” means the Class A common shares, par value $0.01 per share, of the Company.
“Class C common shares” means the Class C common shares, par value $0.01 per share, of the Company.
“Code” means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statute thereto. References to any specific Code section shall include any successor section.
“Committee” has the meaning specified in the preamble to this Agreement.
“Company” has the meaning specified in the preamble to this Agreement.
“Corresponding Day” means with respect to each month, the day of that month that is the same day of the month as the Grant Date; provided that, for any month for which there is not a day corresponding to the Grant Date, then the Corresponding Day shall be the last day of such month. By way of example, if the Grant Date was the 31st of December, the Corresponding Day in June would be the 30th.
“Disability” has the meaning specified under Section 1.1 of the Employment Agreement.
“Employment Agreement” means that certain Amended and Restated Employment Agreement, made and effective as of July 28, 2022, among the Company, LiLAC Communications Inc. and the Grantee.
“Good Reason” has the meaning specified under Section 1.1 of the Employment Agreement.
“Grant Date” has the meaning specified in the preamble to this Agreement.
“Grantee” has the meaning specified in the preamble to this Agreement.
“Plan” has the meaning specified in the preamble to this Agreement.
“Required Withholding Amount” has the meaning specified in Section 13 of this Agreement.
        “Retirement” means the voluntary termination of a Grantee’s employment with the Company or its Subsidiaries, on or after the date that the sum of the Grantee’s years of age and years of continuous employment with the Company or its Subsidiaries is at least 70 (the “Rule of 70”).  For clarity, the Company will count years of continuous employment with Liberty Global plc or any of its Subsidiaries for calculating the Rule of 70 for any service rendered by the Grantee to such entities immediately prior to joining the Company or any of its Subsidiaries.     
“Restricted Share Units” has the meaning specified in Section 2 of this Agreement. Restricted Share Units represent an Award of Restricted Shares that provides for the issuance of the Shares subject to the Award at or following the end of the Restriction Period within the meaning of Article IX of the Plan.
“RSU Dividend Equivalents” means, to the extent specified by the Committee only, an amount equal to all dividends and other distributions (or the economic equivalent
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thereof) which are payable or transferable to Shareholders of record during the Restriction Period on a like number of the Shares represented by the Restricted Share Units.
“Section 409A” means Section 409A of the Code and related Regulations and Treasury pronouncements.
“Shares” means, collectively, the Class A common shares and Class C common shares subject to the Award.
“Termination of Service” means the termination for any reason of Grantee’s provision of services to the Company and its Subsidiaries, as an officer, employee or independent contractor.
“Vesting Date” means each date on which any Restricted Share Units cease to be subject to a risk of forfeiture, as determined in accordance with this Agreement and the Plan.
“Withholding Agreement” means that certain letter agreement, dated February 16, 2022, by and between the Company and the Grantee with respect to the withholding of Class C common shares to satisfy award withholding requirements.
2.Grant of Restricted Share Units. Subject to the terms and conditions herein and pursuant to the Plan, the Company grants to the Grantee effective as of the Grant Date an Award of the number of Restricted Share Units set forth on the signature page hereof, each representing the right to receive one Share.
3.Settlement of Restricted Share Units. Settlement of Restricted Share Units that vest in accordance with Section 5 or 6 of this Agreement or Section 11.1(b) of the Plan shall be made as soon as administratively practicable after the applicable Vesting Date, but in no event later than 30 days following such Vesting Date. Settlement of vested Restricted Share Units shall be made by issuance of Shares, together with any related RSU Dividend Equivalents, in accordance with Section 7.
4.Shareholder Rights; RSU Dividend Equivalents. The Grantee shall have no rights of a Shareholder with respect to any Shares represented by any Restricted Share Units unless and until such time as Shares represented by vested Restricted Share Units have been delivered to the Grantee in accordance with Section 7. The Grantee will have no right to receive, or otherwise have any rights with respect to, any RSU Dividend Equivalents until such time, if ever, as the Restricted 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 30 days following such Vesting Date.
5.Vesting. Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date):
a)33.34% vests on March 15, 202_
b)33.33% vests on March 15, 202_
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c)33.33% vests on March 15, 202_

    Please refer to the website of the Third Party Administrator, which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View).
On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement.
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 Restricted 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 this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Suspension Event, unless otherwise agreed by the Company.
6.Early Vesting or Forfeiture.
(a)Unless otherwise determined by the Committee in its sole discretion:
i)If Termination of Service occurs by reason of the Grantee’s death or Disability, termination by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) or resignation by the Grantee for Good Reason, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested.
ii)If the Termination of Service is due to the Grantee’s Retirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units (including any related Unpaid RSU Dividend Equivalents) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3.
iii)If Termination of Service occurs for any reason other than as specified in Section 6(a)(i) or 6(a)(ii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.
iv)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 Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this
    4

Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.
(b)Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto.
(c)Unless the Committee otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, 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 if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request or with the express consent of the Company and 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 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 7 of this Agreement.
(d)Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 13 month anniversary of an Approved Transaction, Board Change or Control Purchase or (B) with respect to clause (y) of this Section 6(d) only, the later of such 13 month anniversary or the first day following the expiration of the cure period described in the definition of Good Reason in Section 1.1 of the Employment Agreement, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service.
7.Delivery by the Company. As soon as practicable after the vesting of Restricted Share Units and any related Unpaid RSU Dividend Equivalents, pursuant to Section 5 or 6 hereof or Section 11.1(b) of the Plan, and subject to the withholding referred to in Section 13 of this Agreement, the Company will deliver or cause to be delivered to or at the direction of the Grantee (i)(a) a statement of holdings reflecting that the Shares represented by such vested Restricted Share Units are for the benefit of the Grantee in uncertificated form by a third party service provider designated by the Company, or (b) a confirmation of deposit of the Shares represented by such vested Restricted 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 or local country mail, addressed to the Grantee or his or her nominee.
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8.Nontransferability of Restricted Share Units Before Vesting.
(a)Before vesting and during Grantee’s lifetime, the Restricted 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 by an assignment pursuant to a Domestic Relations Order. In the event of an assignment pursuant to a Domestic Relations Order, the unvested Restricted 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 Restricted 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 Restricted 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 Restricted Share Units and any related Unpaid RSU Dividend Equivalents pass according to this Section 8(b) will be deemed the Grantee for purposes of any applicable provisions of this Agreement. [CLICK HERE TO ACCESS THE DESIGNATION OF BENEFICIARY FORM.]
9.Adjustments. The Restricted 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.
10.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.
11.Limitation of Rights.     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 to give the Grantee or any other person any interest in any fund or in any specified asset or assets of the Company or any of its Subsidiaries. Neither the Grantee nor any person claiming through the Grantee will have any right or interest in Shares represented by any Restricted 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.
12.Restrictions Imposed by Law. Without limiting the generality of Section 11.8 of the Plan, the Company shall not be obligated to deliver any Shares represented by vested Restricted 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 the Shares or such other securities are listed. The Company will in no event be obligated to take any affirmative action in order to cause the delivery of Shares represented by vested Restricted 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 the Act and applicable tax or securities laws.
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13.Mandatory Withholding for Taxes. 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 Restricted Share Units to the Grantee or the vesting thereof, or (ii) the designation of any RSU Dividend Equivalents as payable or distributable or the payment, distribution or vesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Restricted Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made.  Without limitation to the foregoing sentence, the Grantee hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation), (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent) or (iii) withholding Class C common shares pursuant to the Withholding Agreement to the extent that the Grantee concurrently vests in any restricted share units with respect to Class C common shares on a Vesting Date.  Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Restricted Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company.
14.Notice. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by United States first class or local country mail, postage prepaid, sent by overnight courier, freight prepaid or sent by facsimile and addressed as follows:
Liberty Latin America Ltd.
1550 Wewatta Street, Suite 800
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.
15.Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Committee. Without limiting the generality of the foregoing, without the consent of the Grantee,
(a)this Agreement may be amended or supplemented from time to time as approved by the Committee (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Shareholders and, provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby, or (iii) to reform the Award made hereunder as contemplated by Section 11.18
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of the Plan or to exempt the Award made hereunder from coverage under Code 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 the Act and any applicable tax or securities laws; and
(b)subject to any required action by the Board or the Shareholders, the Restricted 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 Restricted Share Units that are then vested.
16.Grantee Employment.
(a)Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any way with any right of the Company or any Subsidiary, subject to the terms of any separate employment agreement to the contrary, to terminate the Grantee’s employment or service at any time, with or without Cause.
(b)The Award hereunder is special incentive compensation that will not be taken into account, in any manner, as salary, earnings, compensation, bonus or benefits, in determining the amount of any payment under any pension, retirement, profit sharing, 401(k), life insurance, salary continuation, severance or other employee benefit plan, program or policy of the Company or any of its Subsidiaries or any employment agreement or arrangement with the Grantee.
(c)It is a condition of the Grantee’s Award that, in the event of Termination of Service for whatever reason, whether lawful or not, including in circumstances which could give rise to a claim for wrongful and/or unfair dismissal (whether or not it is known at the time of Termination of Service that such a claim may ensue), the Grantee will not by virtue of such Termination of Service, subject to Section 6 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 agreement or arrangement, if any. The rights and obligations of the Grantee under the terms of his Employment Agreement or arrangement, if any, will not be enhanced hereby.
(d)In the event of any inconsistency between the terms hereof, of the Withholding Agreement or of the Plan and any employment, severance or other agreement or arrangement with the Grantee, the terms hereof, of the Withholding Agreement and of the Plan shall control.
17.Nonalienation of Benefits. Except as provided in Section 8 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.
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18.Data Privacy.
(a)The Grantee’s acceptance hereof shall evidence the Grantee’s explicit and unambiguous consent to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Grantee’s employer (the “Employer”) and the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, bonus and employee benefits, nationality, job title and description, any Shares or directorships or other positions held in the Company, its Subsidiaries and Affiliates, details of all options, share appreciation rights, restricted shares, restricted share units or any other entitlement to Shares or other Awards granted, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, annual performance objectives, performance reviews and performance ratings, for the purpose of implementing, administering and managing Awards under the Plan (“Data”).

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

(c)The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may at any time view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that he 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 RSUs or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantee’s 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.

19.Governing Law. 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.
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20.Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto, including the Plan. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and shall be governed by and construed in accordance with the Plan and the administrative interpretations adopted by the Committee thereunder. The word “include” and all variations thereof are used in an illustrative sense and not in a limiting sense. All decisions of the Committee upon questions regarding this Agreement will be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control. The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof.
21.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.
22.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.
23.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 Withholding Agreement. The Grantee and the Company hereby declare and represent that no promise or agreement not expressed herein or in the Withholding Agreement has been made and that this Agreement and the Withholding 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.
24.Grantee Acceptance. The Grantee will signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. If the Grantee does not execute and return this Agreement within 60 days of the Grant Date, the grant of Restricted Share Units shall be null and void.
25.280G 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.
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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 25 shall survive the settlement and termination of this Agreement.

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        Signature Page to Restricted Share Units Agreement
    dated March __, 202_, between Liberty Latin America Ltd. and Grantee

LIBERTY LATIN AMERICA LTD.

By: ______________________________________
Name: John Winter
Title: Chief Legal Officer and Secretary

ACCEPTED:

    
Grantee Name: Balan Nair



Grant ID NumberNumber Awarded
LILA (Class A) Restricted Share Units
LILAK (Class C) Restricted Share Units

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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: May 8, 2023    

/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: May 8, 2023

/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 March 31, 2023 (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 March 31, 2023 and December 31, 2022, and for the three months ended March 31, 2023 and 2022.

Dated:May 8, 2023/s/ Balan Nair
Balan Nair
President and Chief Executive Officer
Dated:May 8, 2023/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.