除非上下文另有要求,否則參考 Liberty Latin America, “我們,” “我們的,” “我們公司”和“我們”在本臨時報告形式10-Q(如下所定義)中可能指Liberty Latin America Ltd.或泛指Liberty Latin America Ltd.及其子公司。我們在本季度報告表格10-Q中使用了其他幾個術語,其中大多數被定義或解釋如下。
$5000萬美元本金利率10.875%的首次擔保期限貸款,截至2031年1月15日到期,由Liberty Servicios借款;自2028年7月15日起,可通過未達到由Liberty Costa Rica最遲在2027年12月31日前定義的可持續發展績效目標(在授信協議中定義)逐年增加0.125%的利率
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
(unaudited)
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Net earnings (loss)
$
(429.1)
$
47.9
$
(466.5)
$
(4.1)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments
1.9
8.6
(1.2)
31.0
Reclassification adjustments included in net earnings (loss)
(6.8)
—
(4.8)
—
Pension-related adjustments and other, net
4.6
(4.0)
4.1
(74.5)
Other comprehensive earnings (loss)
(0.3)
4.6
(1.9)
(43.5)
Comprehensive earnings (loss)
(429.4)
52.5
(468.4)
(47.6)
Comprehensive loss (earnings) attributable to noncontrolling interests
(7.4)
11.6
(13.7)
32.4
Comprehensive earnings (loss) attributable to Liberty Latin America shareholders
$
(436.8)
$
64.1
$
(482.1)
$
(15.2)
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 shareholders
Non-controlling interests
Total equity
Common shares
Treasury Stock
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss, net of taxes
Total Liberty Latin America shareholders
Class A
Class B
Class C
in millions
Balance at July 1, 2023
$
0.5
$
—
$
1.9
$
(325.2)
$
5,227.5
$
(2,898.6)
$
(198.0)
$
1,808.1
$
567.2
$
2,375.3
Net earnings
—
—
—
—
—
59.7
—
59.7
(11.8)
47.9
Other comprehensive earnings
—
—
—
—
—
—
4.4
4.4
0.2
4.6
Repurchase of Liberty Latin America common shares
—
—
—
(29.5)
—
—
—
(29.5)
—
(29.5)
Share-based compensation
—
—
—
—
24.9
—
—
24.9
—
24.9
Other
—
—
—
—
—
—
—
—
5.5
5.5
Balance at September 30, 2023
$
0.5
$
—
$
1.9
$
(354.7)
$
5,252.4
$
(2,838.9)
$
(193.6)
$
1,867.6
$
561.1
$
2,428.7
Balance at January 1, 2023
$
0.5
$
—
$
1.9
$
(243.4)
$
5,177.1
$
(2,868.1)
$
(149.2)
$
1,918.8
$
637.9
$
2,556.7
Net loss
—
—
—
—
—
29.2
—
29.2
(33.3)
(4.1)
Other comprehensive loss
—
—
—
—
—
—
(44.4)
(44.4)
0.9
(43.5)
Repurchase of Liberty Latin America common shares
—
—
—
(111.3)
—
—
—
(111.3)
—
(111.3)
Cash and non-cash distributions to
noncontrolling interest owners
—
—
—
—
—
—
—
—
(49.9)
(49.9)
Share-based compensation
—
—
—
—
75.3
—
—
75.3
—
75.3
Other
—
—
—
—
—
—
—
—
5.5
5.5
Balance at September 30, 2023
$
0.5
$
—
$
1.9
$
(354.7)
$
5,252.4
$
(2,838.9)
$
(193.6)
$
1,867.6
$
561.1
$
2,428.7
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – (Continued)
(unaudited)
Liberty Latin America shareholders
Non-controlling interests
Total equity
Common shares
Treasury Stock
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss, net of taxes
Total Liberty Latin America shareholders
Class A
Class B
Class C
in millions
Balance at July 1, 2024
$
0.5
$
—
$
1.9
$
(444.1)
$
5,278.6
$
(2,984.9)
$
(200.1)
$
1,651.9
$
541.8
$
2,193.7
Net loss
—
—
—
—
—
(435.8)
—
(435.8)
6.7
(429.1)
Other comprehensive loss
—
—
—
—
—
—
(1.0)
(1.0)
0.7
(0.3)
Cash distributions to noncontrolling interest owners
—
—
—
—
—
—
—
—
(11.8)
(11.8)
Contribution from noncontrolling interest owner
—
—
—
—
—
—
—
—
2.0
2.0
Share-based compensation
—
—
—
—
11.7
—
—
11.7
—
11.7
Balance at September 30, 2024
$
0.5
$
—
$
1.9
$
(444.1)
$
5,290.3
$
(3,420.7)
$
(201.1)
$
1,226.8
$
539.4
$
1,766.2
Balance at January 1, 2024
$
0.5
$
—
$
1.9
$
(361.2)
$
5,262.0
$
(2,941.7)
$
(198.0)
$
1,763.5
$
546.2
$
2,309.7
Net loss
—
—
—
—
—
(479.0)
—
(479.0)
12.5
(466.5)
Other comprehensive loss
—
—
—
—
—
—
(3.1)
(3.1)
1.2
(1.9)
Repurchase of Liberty Latin America common shares
—
—
—
(82.9)
—
—
—
(82.9)
—
(82.9)
Cash distributions to noncontrolling interest owners
—
—
—
—
—
—
—
—
(22.5)
(22.5)
Contribution from noncontrolling interest owner
—
—
—
—
—
—
—
—
2.0
2.0
Share-based compensation
—
—
—
—
42.9
—
—
42.9
—
42.9
Capped call option contracts
—
—
—
—
(14.6)
—
—
(14.6)
—
(14.6)
Balance at September 30, 2024
$
0.5
$
—
$
1.9
$
(444.1)
$
5,290.3
$
(3,420.7)
$
(201.1)
$
1,226.8
$
539.4
$
1,766.2
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine months ended September 30,
2024
2023
in millions
Cash flows from operating activities:
Net loss
$
(466.5)
$
(4.1)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense
51.3
77.8
Depreciation and amortization
729.9
705.6
Impairments and other non-cash activity, net
513.3
49.5
Amortization of debt financing costs, premiums and discounts, net
15.1
23.5
Realized and unrealized gains on derivative instruments, net
(39.0)
(52.8)
Foreign currency transaction losses (gains), net
30.7
(46.2)
Losses on debt extinguishments, net
0.3
3.9
Deferred income tax expense benefit
(278.0)
(12.7)
Changes in operating assets and liabilities, net of an acquisition
(199.4)
(238.0)
Net cash provided by operating activities
357.7
506.5
Cash flows from investing activities:
Capital expenditures, net
(376.7)
(422.9)
Cash paid in connection with an acquisition
(95.4)
—
Other investing activities, net
(41.2)
(29.6)
Net cash used by investing activities
$
(513.3)
$
(452.5)
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(unaudited)
Nine months ended September 30,
2024
2023
in millions
Cash flows from financing activities:
Borrowings of debt
$
619.3
$
756.3
Payments of principal amounts of debt and finance lease obligations
(770.6)
(855.6)
Repurchase of Liberty Latin America common shares
(82.9)
(110.8)
Distributions to non-controlling interest owners
(22.5)
(41.2)
Payment of financing costs and debt redemption premiums
(3.0)
(15.4)
Net cash received related to derivative instruments
43.2
9.8
Capped call premium payment
(14.6)
—
Other financing activities, net
(2.4)
2.0
Net cash used by financing activities
(233.5)
(254.9)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(6.2)
(5.3)
Net decrease in cash, cash equivalents and restricted cash
(395.3)
(206.2)
Cash, cash equivalents and restricted cash:
Beginning of period
999.8
788.9
End of period
$
604.5
$
582.7
Cash paidfor interest
$
493.3
$
423.6
Net cash paidfor taxes
$
103.4
$
60.3
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements
September 30, 2024
(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; and (iii) LBT CT Communications, S.A. (a less than wholly-owned entity) and its subsidiaries, which include Liberty Servicios and Liberty Telecomunicaciones. C&W owns less than 100% of certain of its consolidated subsidiaries, including C&W Bahamas, C&W Jamaica and CWP.
We are an international provider of fixed, mobile and subsea telecommunications services. We provide:
A.residential and B2B services in:
i.over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and C&W Panama;
ii.Puerto Rico and USVI, through our reportable segment Liberty Puerto Rico; and
iii.Costa Rica, through our reportable segment Liberty Costa Rica.
B.through our reportable segment Liberty Networks, (i) enterprise services in certain other countries in Latin America and the Caribbean and (ii) wholesale services over our subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in that region.
Unless otherwise indicated, ownership percentages are calculated as of September 30, 2024.
Based upon the results of the aforementioned analyses, we (i) recognized a goodwill impairment charge associated with our Liberty Puerto Rico reporting unit during the third quarter of 2024, as further described in note 7, and (ii) did not recognize any goodwill impairment charges during the third quarter of 2023.
(4) Acquisitions
Pending Transaction
Costa Rica Transaction. On August 1, 2024, we announced that we entered into an agreement with Millicom to combine our respective operations in Costa Rica. Under the terms of the all-stock agreement, Liberty Latin America and our minority partner in Costa Rica will hold an approximate 86% interest and Millicom will hold an approximate 14% interest in the joint operations, with final ownership percentages to be confirmed at closing. The transaction is subject to customary closing conditions, including regulatory authorizations, and we expect the transaction to be completed during the second half of 2025.
During August 2024, we also entered into an agreement with the noncontrolling interest owner of Liberty Costa Rica where we agreed to acquire on January 30, 2026 shares representing 8.5% of equity of Liberty Costa Rica for aggregate cash consideration of approximately $82 million, comprising CRC 22 billion ($42 million) and $40 million, with 62.5% of the purchase price due upon closing and the remaining 37.5% due on January 29, 2027.
2024 Acquisition
LPR Acquisition. On November 6, 2023, we entered into an agreement with EchoStar (formerly DISH Network) to acquire EchoStar’s prepaid business and spectrum assets in Puerto Rico and USVI in exchange for cash and international roaming credits. The aggregate cash consideration of $256 million, subject to post-closing adjustments, will be paid in four annual installments, the first of which commenced on the closing date, September 3, 2024, and the remainder of which will be paid on the anniversary of the closing date over the next three years. On September 3, 2024, we completed the LPR Acquisition and paid the first installment of $95 million, which is reflected as cash paid for an acquisition in our condensed consolidated statement of cash flows.
The following table sets forth a reconciliation of the stated purchase price to the net cash paid as of September 30, 2024 (in millions):
Stated purchase price
$
255.8
International roaming credits, net present value adjustment and net working capital adjustments, net (a)
(17.8)
Total consideration
238.0
Consideration outstanding (b)
142.6
Total cash paid for acquisition
$
95.4
(a)Represents the (i) preliminary fair value of approximately $7 million assigned to international roaming credits to be provided to EchoStar in addition to the stated purchase price, (ii) the difference between the stated purchase price and the net present value of the deferred payment obligation for the LPR Acquisition, which will be amortized to interest expense over the remaining payment term of the cash installments, and (iii) net working capital adjustments that have not yet been settled.
12
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(b)Represents the (i) net present value of our deferred payment obligation, which comprises three payment installments of $72 million, $45 million and $40 million that will be paid on the anniversary of the closing date, September 3, 2024, during 2025, 2026 and 2027, respectively, (ii) the fair value of international roaming credits and (iii) certain working capital adjustments that have not yet been settled. The current portion of our deferred payment obligation is recorded to other accrued and current liabilities in our condensed consolidated balance sheet and the long-term portion is recorded to other long-term liabilities in our condensed consolidated balance sheet.
We have accounted for the LPR Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. The preliminary opening balance sheet is subject to adjustment based on our final assessment of the fair values of the acquired identifiable net assets and liabilities, which primarily comprise spectrum and customer relationship intangible assets that remain open to finalize. A summary of the purchase price and the preliminary opening balance sheet associated with the LPR Acquisition at the September 3, 2024acquisition date is presented in the following table (in millions):
Goodwill (a)
$
11.0
Intangible assets not subject to amortization (b)
221.4
Intangible assets subject to amortization (c)
7.2
Other accrued and current liabilities
(1.6)
Total purchase price
$
238.0
(a)The goodwill recognized in connection with the LPR Acquisition is primarily attributable to (i) competitive advantages resulting from the acquisition of spectrum in the region and (ii) synergies that are expected to be achieved through the integration of the acquired prepaid mobile business with Liberty Latin America’s existing business in Puerto Rico and USVI. We expect that all of the goodwill resulting from the LPR Acquisition will be deductible for tax purposes.
(b)Represents the estimated fair value of spectrum licenses.
(c)Represents the estimated fair value of the acquired customer relationship intangible asset, which has a weighted average useful life of 4 years at September 3, 2024.
Our condensed consolidated statements of operations for each of the three and nine months ended September 30, 2024 include revenue and net earnings of $3 million and $0.3 million, respectively, attributable to the LPR Acquisition.
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 table below includes, as applicable, tax-effected pro forma adjustments primarily related to:
i.the impact of estimated costs associated with a transaction services agreement;
ii.the elimination of direct acquisition costs;
iii.interest expense related to additional borrowings in conjunction with the LPR Acquisition;
iv.interest expense related to the amortization of the discounts recognized in connection with recording our deferred payment obligation and international roaming credits at their net present values; and
v.amortization expense related to acquired intangible assets.
13
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
The following unaudited pro forma condensed consolidated operating results give effect to the LPR Acquisition, as if it had been completed as of January 1, 2023:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Revenue
$
1,095.7
$
1,137.2
$
3,333.1
$
3,380.9
Net earnings (loss) attributable to Liberty Latin America shareholders
$
(435.0)
$
56.7
$
(478.4)
$
18.9
(5) 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:
Nine months ended September 30,
2024
2023
in millions
Balance at beginning of period
$
91.6
$
101.1
Provision for expected losses, net
88.0
54.4
Write-offs, net of recoveries
(58.0)
(63.5)
Foreign currency translation adjustments
(0.5)
2.5
Balance at end of period
$
121.1
$
94.5
(6) 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. With the exception of certain foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments in our condensed consolidated statements of operations.
14
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
The following table provides details of the fair values of our derivative instrument assets and liabilities:
September 30, 2024
December 31, 2023
Current
Long-term (a)
Total
Current
Long-term (a)
Total
in millions
Assets (b):
Interest rate derivative contracts
$
74.9
$
78.6
$
153.5
$
91.9
$
157.4
$
249.3
Other
—
—
—
0.1
—
0.1
Total
$
74.9
$
78.6
$
153.5
$
92.0
$
157.4
$
249.4
Liabilities (b):
Interest rate derivative contracts
$
41.6
$
0.8
$
42.4
$
8.2
$
30.6
$
38.8
Foreign currency forward contracts
9.5
1.1
10.6
16.8
4.0
20.8
Total
$
51.1
$
1.9
$
53.0
$
25.0
$
34.6
$
59.6
(a)Our long-term derivative assets and long-term derivative liabilities are included in other assets, net and other long-term liabilities, respectively, in our condensed consolidated balance sheets.
(b)We consider credit risk relating to our nonperformance and the nonperformance of our counterparties in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 10) and are recorded in realized and unrealized gains or losses on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 3.
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.
In July 2024, Hurricane Beryl impacted our Jamaica operations and certain smaller operations within C&W Caribbean, resulting in varying degrees of damage to homes, businesses and infrastructures in these markets. Hurricane Beryl triggered a claim pursuant to the Weather Derivatives, which resulted in net proceeds of $44 million during the third quarter of 2024. The proceeds associated with this claim are reflected as a derivative gain in our condensed consolidated statement of operations and a cash inflow related to operating activities in our condensed consolidated statement of cash flows.
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Interest rate derivative contracts
$
(64.2)
$
60.1
$
21.7
$
99.8
Foreign currency forward contracts and other
(3.1)
(5.0)
(3.8)
(23.9)
Weather Derivatives
36.0
(7.6)
21.1
(23.1)
Total
$
(31.3)
$
47.5
$
39.0
$
52.8
15
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
The following table sets forth the classification of the net cash inflowsof our derivative instruments:
Nine months ended September 30,
2024
2023
in millions
Operating activities
$
74.9
$
17.4
Investing activities
(0.8)
—
Financing activities
43.2
9.8
Total
$
117.3
$
27.2
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 September 30, 2024, 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 $112 million.
Each of our borrowing groups has entered into derivative instruments under agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements under each of these master agreements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.
Details of our Derivative Instruments
Interest Rate Derivative Contracts
Interest Rate Swaps
We enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at September 30, 2024:
Borrowing group
Notional amount due from counterparty
Weighted average remaining life
in millions
in years
C&W (a)
$
2,100.0
2.8
Liberty Puerto Rico
$
500.0
3.0
(a)Includes embedded floors of 0% on certain contracts.
16
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Basis Swaps
Basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our basis swap contracts at September 30, 2024:
Borrowing group
Notional amount due from counterparty
Weighted average remaining life
in millions
in 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 September 30, 2024, 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 3.0 years.
Interest Rate Caps
Interest rate caps provide protection against interest rates rising above a pre-set level. At September 30, 2024, 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 3.0 years.
Foreign Currency Forwards Contracts
We enter into foreign currency forward contracts with respect to non-functional currency exposure. At September 30, 2024, our Liberty Costa Rica borrowing group had foreign currency forward contracts with total notional amounts due from and to counterparties of $204 millionand CRC 112 billion, respectively, with a weighted average remaining contractual life of 0.6 years.
(7) Long-lived Assets
Goodwill
Changes in the carrying amount of our goodwill are set forth below:
C&W Caribbean
C&W Panama
Liberty Networks
Liberty Puerto Rico
Liberty Costa Rica
Total
in millions
January 1, 2024
$
1,218.1
$
617.1
$
655.9
$
501.1
$
491.2
$
3,483.4
Acquisition
—
—
—
11.0
—
11.0
Foreign currency translation adjustments and other
(3.1)
—
(2.3)
—
—
(5.4)
Impairment
—
—
—
(501.1)
—
(501.1)
September 30, 2024
$
1,215.0
$
617.1
$
653.6
$
11.0
$
491.2
$
2,987.9
17
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Based on the results of our annual goodwill impairment test, we impaired the goodwill balance at our Liberty Puerto Rico reporting unit, which is included in impairment, restructuring and other operating items, net, in our condensed consolidated statement of operations. This impairment was mainly driven by declines in revenue, primarily from mobile subscriber losses, increased bad debt and other adverse impacts largely associated with (i) the migration of customers acquired from AT&T to our mobile network and (ii) various network challenges that have impacted these mobile customers.
Our accumulated goodwill impairments were$3,286 million and $2,784 millionas of September 30, 2024 and December 31, 2023, respectively.
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
September 30, 2024
December 31, 2023
in millions
Distribution systems
$
5,056.8
$
4,797.4
Support equipment, buildings, land and CIP
1,945.9
1,923.9
CPE
1,011.2
938.3
8,013.9
7,659.6
Accumulated depreciation
(3,975.4)
(3,453.9)
Total
$
4,038.5
$
4,205.7
During the nine months ended September 30, 2024 and 2023, we recorded non-cash increases to our property and equipment related to vendor financing arrangements aggregating$118 million and $118 million, respectively.
Intangible Assets Not Subject to Amortization
The details of our intangible assets not subject to amortization are set forth below:
September 30, 2024
December 31, 2023
in millions
Spectrum licenses (a)
$
1,277.5
$
1,051.0
Cable television franchise rights and other
541.8
541.8
Total
$
1,819.3
$
1,592.8
(a)The 2024 amount includes $221 million of spectrum licenses attributable to the LPR Acquisition. For additional information regarding the assets acquired as part of the LPR Acquisition, see note 4.
18
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(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:
September 30, 2024
December 31, 2023
in millions
Customer relationships (a)
$
894.8
$
1,327.8
Licenses and other
240.0
286.7
1,134.8
1,614.5
Accumulated amortization
(708.8)
(1,072.9)
Total
$
426.0
$
541.6
(a)The 2024 amount includes $7 million of customer relationships attributable to the LPR Acquisition. For additional information regarding the assets acquired as part of the LPR Acquisition, see note 4.
(8) Investments
The Chile JV
On September 29, 2021, we entered into an agreement with América Móvil to contribute the Chile JV Entities to América Móvil’s Chilean operations to form the Chile JV. During October 2022, we completed the formation of the Chile JV, which was owned 50:50 by Liberty Latin America and América Móvil. Subsequent to September 30, 2024, our interest in the Chile JV was reduced to less than 10% upon the conversion by América Móvil of its outstanding convertible notes. The conversion did not have a material impact to our condensed consolidated financial statements.
WOW
During February 2021, we acquired a minority interest in WOW, primarily a broadband internet service provider in Peru, in which we have continued to make investments through September 30, 2024. We account for our investment in WOW as an equity method investment. As of September 30, 2024, our investment in WOW, including shares and certain loans, totaled $80 million, which represents an equity ownership percentage of just under 50%. Our share of WOW losses for the three and nine months ended September 30, 2024 and 2023 were immaterial.
(9) Operating Leases
The following table provides details of our operating lease expense:
Three months ended
Nine months ended
September 30,
September 30,
2024
2023
2024
2023
in millions
Operating lease expense:
Operating lease cost
$
30.2
$
34.8
$
90.3
$
100.2
Short-term lease cost
7.3
7.0
21.0
21.8
Total operating lease expense
$
37.5
$
41.8
$
111.3
$
122.0
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)
September 30, 2024
(unaudited)
Certain other details of our operating leases are set forth in the tables below:
September 30, 2024
December 31, 2023
in millions
Operating lease right-of-use assets (a)
$
463.3
$
475.2
Operating lease liabilities:
Current
$
88.2
$
84.3
Noncurrent
454.1
483.4
Total operating lease liabilities
$
542.3
$
567.7
Weighted-average remaining lease term
7.1 years
7.4 years
Weighted-average discount rate
8.0
%
7.8
%
Nine months ended
September 30,
2024
2023
in millions
Operating cash outflows related to operating leases
$
99.6
$
99.6
Right-of-use assets obtained in exchange for new operating lease liabilities (b)
$
51.1
$
38.1
(a)During the three and nine months ended September 30, 2023, we recorded impairment charges totaling$7 million and $50 million, respectively, associated with certain operating lease right-of-use assets, predominantly related to decommissioned tower leases at C&W Panama. These charges are included in impairment, restructuring and other, net, in our condensed consolidated statements of operations.
(b)Represents non-cash transactions associated with operating leases entered into during the nine months ended September 30, 2024 and 2023, respectively.
Maturities of Operating Leases
Maturities of our operating lease liabilities as of September 30, 2024 are presented below. Amounts presented below represent U.S. dollar equivalents (in millions) based on September 30, 2024 exchange rates.
Years ending December 31:
2024 (remainder of year)
$
32.2
2025
123.2
2026
111.3
2027
95.4
2028
85.8
2029
74.5
Thereafter
207.4
Total operating lease liabilities on an undiscounted basis
729.8
Present value discount
(187.5)
Present value of operating lease liabilities
$
542.3
20
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(10) Debt and Finance Lease Obligations
The U.S. dollar equivalents of the components of our debt are as follows:
September 30, 2024
Estimated fair value (c)
Principal amount
Weighted average interest rate (a)
Unused borrowing capacity (b)
Borrowing currency
US $ equivalent
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
in millions
Convertible Notes
(d)
—
$
—
$
—
$
213.8
$
—
$
220.3
C&W Notes
6.55
%
—
—
1,703.1
1,609.8
1,715.0
1,715.0
C&W Credit Facilities (e)
7.13
%
(f)
533.6
2,726.0
2,663.4
2,769.6
2,694.2
LPR Senior Secured Notes
6.08
%
—
—
1,727.8
1,851.5
1,981.0
1,981.0
LPR Credit Facilities
8.92
%
$
122.5
122.5
613.6
621.6
670.0
620.0
LCR Credit Facilities
10.86
%
$
54.0
54.0
499.9
463.5
456.0
450.0
Vendor financing, Tower Transactions and other (g) (h)
8.15
%
—
—
615.2
561.7
615.2
561.7
Total debt before premiums, discounts and deferred financing costs
7.18
%
$
710.1
$
7,885.6
$
7,985.3
$
8,206.8
$
8,242.2
The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations:
September 30, 2024
December 31, 2023
in millions
Total debt before premiums, discounts and deferred financing costs
$
8,206.8
$
8,242.2
Premiums, discounts and deferred financing costs, net
(55.6)
(67.8)
Total carrying amount of debt
8,151.2
8,174.4
Finance lease obligations
4.7
5.5
Total debt and finance lease obligations
8,155.9
8,179.9
Less: Current maturities of debt and finance lease obligations
(549.6)
(581.9)
Long-term debt and finance lease obligations
$
7,606.3
$
7,598.0
(a)Represents the weighted average interest rate in effect at September 30, 2024 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented generally represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.
(b)Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2024 without regard to covenant compliance calculations or other conditions precedent to borrowing.At September 30, 2024, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, both before and after completion of the September 30, 2024 compliance reporting requirements. At September 30, 2024, 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.
21
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(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 3.
(d)The Convertible Notes were fully redeemed in the third quarter of 2024. See Financing Activity below for further details.
(e)Includes other facilities that are generally repaid in three annual installments.
(f)The C&W Credit Facilities unused borrowing capacity comprise certain U.S. dollar, Trinidad & Tobago dollar and JMD revolving credit facilities.
(g)During 2023, we entered into the Tower Transactions associated with certain of our mobile towers across various markets. The Tower Transactions did not meet the criteria to be accounted for as a sale and leaseback. The proceeds from the Tower Transactions are recorded as a financial liability and the associated tower assets remain on our condensed consolidated balance sheets.
(h)Includes $325 million and $299 million at September 30, 2024 and December 31, 2023, 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$145 million and $132 million for the nine months ended September 30, 2024 and 2023, respectively, that were financed by an intermediary and are reflected on the borrowing date as a cash outflow within net cash provided or used by operating activities and a cash inflow within net cash provided or used by financing activities in our condensed consolidated statements of cash flows. Repayments of vendor financing obligations are included in payments of principal amounts of debt and finance lease obligations in our condensed consolidated statements of cash flows.
Financing Activity
During the nine months ended September 30, 2024 and 2023, borrowings related to significant credit facilities we drew down, entered into or amended, are as follows:
Period
Borrowing group/ Borrower
Instrument
Issued at
Maturity
Interest rate
Amount borrowed
in millions
2024
C&W
C&W Revolving Credit Facility (a)
N/A
January 30, 2027
Adjusted Term SOFR + 3.25%
$
265.0
2024
C&W
C&W Other Facilities
100%
(b)
6.96%
$
22.5
2024
Liberty Puerto Rico
LPR Revolving Credit Facility
N/A
March 15, 2027
Adjusted Term SOFR + 3.50%
$
100.0
2024
Liberty Costa Rica
LCR Revolving Credit Facility (c)
N/A
January 15, 2028
Term SOFR + 4.25%
$
31.0
2023
C&W
C&W Other Facilities
100%
(d)
6.483%
$
69.0
2023
C&W
C&W Revolving Credit Facility
N/A
January 30, 2027
Adjusted Term SOFR + 3.25%
$
40.0
2023
Liberty Puerto Rico
LPR Revolving Credit Facility
N/A
March 15, 2027
Adjusted Term SOFR + 3.50%
$
65.0
2023
Liberty Costa Rica
2031 LCR Term Loan A
100%
January 15, 2031
10.875%
$
50.0
2023
Liberty Costa Rica
2031 LCR Term Loan B
100%
January 15, 2031
10.875%
$
400.0
2023
Liberty Costa Rica
LCR Revolving Credit Facility (c)
N/A
January 15, 2028
Term SOFR + 4.25%
$
—
N/A – Not applicable.
22
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(a)In September 2024, an extension agreement was executed on the C&W Revolving Credit Facility which extends the maturity date to: (i) July 31, 2027 upon the refinancing of the 2027 C&W Senior Secured Notes and 2027 C&W Senior Notes in full, (ii) then April 15, 2029, upon the refinancing of the C&W Term Loan B-5 Facility and (iii) then September 24, 2029, upon the refinancing of the C&W Term Loan B-6 Facility.
(b)This borrowing is due in three annual installments beginning in May 2025.
(c)The LCR Revolving Credit Facility has a fee on unused commitments of 0.5% per year.
(d)This borrowing is due in three annual installments, the first of which was due in May 2024.
During the nine months ended September 30, 2024 and 2023, we made certain repurchases or repayments on the following debt instruments:
Amount paid
Period
Borrowing group / Borrower
Instrument
Redemption price
Borrowing currency
USD equivalent (a)
USD in millions, CRC in billions
2024
C&W
C&W Revolving Credit Facility
100%
$
155.0
$
155.0
2024
C&W
C&W Regional Facilities
100%
$
20.0
$
20.0
2024
C&W
C&W Other Facilities
100%
$
23.0
$
23.0
2024
C&W
CWP Revolving Credit Facility
100%
$
10.0
$
10.0
2024
Liberty Puerto Rico
LPR Revolving Credit Facility
100%
$
50.0
$
50.0
2024
Liberty Costa Rica
LCR Revolving Credit Facility
100%
$
25.0
$
25.0
2024
Liberty Latin America
Convertible Notes
(b)
$
219.2
$
219.2
2023
C&W
C&W Revolving Credit Facility
100%
$
20.0
$
20.0
2023
Liberty Puerto Rico
LPR Revolving Credit Facility
100%
$
65.0
$
65.0
2023
Liberty Costa Rica
LCR Term Loan B-1 Facility
100%
$
276.7
$
276.7
2023
Liberty Costa Rica
LCR Term Loan B-2 Facility
100%
CRC
79.6
$
138.6
2023
Liberty Costa Rica
LCR Revolving Credit Facility
100.0%
$
8.0
$
8.0
2023
Liberty Latin America
Convertible Notes
(c)
$
173.0
$
173.0
(a)Translated at the transaction date, as applicable.
(b)During the nine months ended September 30, 2024, we repurchased and cancelled $220 million original principal amount of the Convertible Notes at a weighted average redemption price of 99.5%. In addition, we unwound $102 million of the Convertible Notes Capped Calls for immaterial value on settlement during the first quarter of 2024 and the remaining amount expired with no value on the July 15, 2024 maturity date.
(c)During the nine months ended September 30, 2023, we repurchased and cancelled $182 million original principal amount of the Convertible Notes at a weighted average redemption price of 94.9%. In connection with these repurchases, we unwound $182 million of the related Convertible Notes Capped Calls.
23
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Maturities of Debt
Maturities of our debt as of September 30, 2024 are presented below. Amounts presented below represent U.S. dollar equivalents based on September 30, 2024 exchange rates:
C&W
Liberty Puerto Rico
Liberty Costa Rica
Liberty Latin America (a)
Consolidated
in millions
Years ending December 31:
2024 (remainder of year)
$
186.0
$
74.1
$
6.0
$
0.2
$
266.3
2025
240.7
49.1
—
1.0
290.8
2026
35.3
12.8
—
1.0
49.1
2027
1,727.5
1,163.0
—
0.5
2,891.0
2028
2,001.6
620.5
—
—
2,622.1
2029
596.0
820.7
—
—
1,416.7
Thereafter
183.0
37.8
450.0
—
670.8
Total debt maturities
4,970.1
2,778.0
456.0
2.7
8,206.8
Premiums, discounts and deferred financing costs, net
(24.3)
(18.4)
(12.9)
—
(55.6)
Total debt
$
4,945.8
$
2,759.6
$
443.1
$
2.7
$
8,151.2
Current portion
$
423.1
$
118.9
$
6.0
$
0.9
$
548.9
Noncurrent portion
$
4,522.7
$
2,640.7
$
437.1
$
1.8
$
7,602.3
(a)Represents the aggregate amount held by subsidiaries of Liberty Latin America that are outside our borrowing groups.
Subsequent Events
In October 2024, C&W issued $1.0 billion principal amount of 7.125% senior secured notes due October 15, 2032. The 2032 C&W Senior Secured Notes were issued at par. The proceeds from the 2032 C&W Senior Secured Notes were primarily used to (i) fully repay $495 million of the 2027 C&W Senior Secured Notes and (ii) partially repay $485 million of the 2027 C&W Senior Notes.
Additionally, subsequent to September 30, 2024, we (i) borrowed $20 million on the LPR Revolving Credit Facility, (ii) borrowed and repaid $10 million on the C&W Revolving Credit Facility and (iii) repaid $6 million on the LCR Revolving Credit Facility.
(11) Unfulfilled Performance Obligations
We enter into certain long-term capacity contracts with customers where the customer either pays a fixed fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time. We assess whether prepaid capacity contracts contain a significant financing component. If the financing component is significant, interest expense is accreted over the life of the contract using the effective interest method. The revenue associated with prepaid capacity contracts is deferred and generally recognized on a straight-line basis over the life of the contract. As of September 30, 2024, we haveapproximately $255 million of unfulfilled performance obligations relating to our long-term capacity contracts, primarily subsea contracts, that generally will be recognized as revenue over an average remaining life of four years.
24
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(12) Equity
Share Repurchase Program
On May 8, 2023, our Directors approved a Share Repurchase Program to repurchase $200 million of our Class A common shares and/or Class C common shares through December 2025. On May 7, 2024, our Directors approved the repurchase of an additional $200 million of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2026 through open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.
During the nine months ended September 30, 2024, we repurchased4 million and 8 million Class A and Class C common shares, respectively. During the nine months ended September 30, 2023, we repurchased 3 million and 11 million Class A and Class C common shares, respectively. At September 30, 2024, the remaining amount authorized for share repurchases under the Share Repurchase Program was $242 million, which is net of the premium associated with the capped call option contracts, as further described below.
Capped Call Option Contracts
During June 2024, we entered into capped call option contracts, pursuant to which we have purchased capped call options on 1.7 million and 4.3 million Liberty Latin America Class A and Class C common shares, respectively, with a low exercise price and a capped payout. These contracts will expire 12 to 18 months following the June 2024 trade date and can result in the receipt of cash or shares at our election. Shares acquired through the exercise of the call options will be included in our share repurchases. The capped call option contracts are not considered derivative instruments as the contracts are indexed to our Class A and Class C common shares and are therefore classified within shareholders’ equity. At September 30, 2024, the aggregate premium associated with these capped call option contracts of $15 million is included as a reduction of additional paid-in capital in our condensed consolidated statement of equity and as a financing cash outflow in our condensed consolidated statement of cash flows.
Pension Buy-in
In May 2023, the CWSF completed an additional buy-in bulk annuity, resulting in 100% of the plan’s liabilities being covered by insurance annuity policies. The buy-in resulted in the remeasurement of $75 million from net pension assets to accumulated other comprehensive loss during the second quarter of 2023, which represents the loss associated with the difference between the projected benefit obligations and the cost of the bulk annuity policy.
(13) Programming and Other Direct Costs of Services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, B2B project-related costs and other direct costs related to our operations.
Our programming and other direct costs of services by major category are set forth below:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Programming and copyright
$
58.5
$
60.2
$
179.0
$
180.3
Interconnect
69.0
77.5
206.8
227.5
Equipment
73.2
77.7
224.7
236.8
Project-related and other
31.2
43.7
106.9
95.6
Total programming and other direct costs of services
$
231.9
$
259.1
$
717.4
$
740.2
25
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(14) Other Operating Costs and Expenses
Other operating costs and expenses set forth in the table below comprise the following cost categories:
•Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;
•Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;
•Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;
•Commercial, which primarily includes sales and marketing costs, such as advertising, commissions and other sales and marketing-related costs, and customer care costs related to outsourced call centers;
•Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, operating lease rent expense, franchise-related fees, bank fees, insurance, vehicle-related, travel and entertainment and other operating-related costs; and
•Share-based compensation and other Employee Incentive Plan-related expense that relates to (i) equity awards issued to our employees and Directors, (ii) certain bonuses that are paid in the form of equity and (iii) our LTVP, whether settled in common shares or cash.
Our other operating costs and expenses by major category are set forth below:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Personnel and contract labor
$
141.5
$
130.8
$
441.5
$
418.1
Network-related
59.2
65.2
186.8
193.6
Service-related
63.3
52.3
200.4
162.6
Commercial
46.1
47.1
146.0
136.2
Facility, provision, franchise and other
144.1
142.9
448.1
427.1
Share-based compensation and other Employee Incentive Plan-related expense
15.9
24.1
58.9
77.8
Total other operating costs and expenses
$
470.1
$
462.4
$
1,481.7
$
1,415.4
(15) 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.
26
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Income tax benefit (expense) was $146 million and ($10 million) during the three months ended September 30, 2024 and 2023, respectively, and $177 million and ($52 million) during the nine months ended September 30, 2024 and 2023, respectively. This represents an effective income tax rate of (25.3%) and (17.8%) for the three months ended September 30, 2024 and 2023, respectively, and (27.4%) and (108.6%) for the nine months ended September 30, 2024 and 2023, respectively, including items treated discretely.
For the three and nine months ended September 30, 2024, the income tax benefit attributable to our lossbefore income taxes differs from the amounts computed using the statutory tax rate, primarily due to the beneficial effects of international rate differences, net decreases in valuation allowances and permanent tax differences, such as non-taxable income. These beneficial effects were partially offset by the detrimental effects of non-deductible goodwill impairment, permanent tax differences, such as non-deductible expenses and inclusion of withholding taxes on cross-border payments. For the three months ended September 30, 2024, our income tax benefit reflects our estimate of global minimum tax which has been reduced for changes in legislative landscape and updated current and forecasted operating results. For the nine months ended September 30, 2024, our income tax benefit reflects effects of net legislative increase to the statutory tax rate in Barbados and the net detrimental effects of the inclusion of global minimum tax.
For the three and nine months ended September 30, 2023, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of net increases in valuation allowances, negative effects of permanent tax differences, such as non-deductible expenses and inclusion of withholding taxes on cross-border payments.These negative impacts to our effective tax rate were partially offset by the beneficial effects of international rate differences and permanent tax differences, such as non-taxable income.
(16) 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. Diluted EPS presents the dilutive effect, if any, on a per share basis of dilutive securities as if they had been exercised, vested or converted at the beginning of the periods presented.
The details of the calculations of our basic and diluted EPS are set forth below:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions, except per share amounts
Numerator:
Net earnings (loss) attributable to Liberty Latin America shareholders - basic and diluted
$
(435.8)
$
59.7
$
(479.0)
$
29.2
Denominator:
Basic EPS computation:
Weighted average shares - basic (a)
196.4
207.2
199.0
211.7
Diluted EPS computation:
Incremental shares attributable to the release of SARs, PSUs and RSUs upon vesting, the LTVP and the ESPP (treasury stock method)
—
1.4
—
1.1
Weighted average shares - diluted (b)
196.4
208.6
199.0
212.8
Basic and diluted net earnings (loss) per share attributable to Liberty Latin America shareholders
$
(2.22)
$
0.29
$
(2.41)
$
0.14
27
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(a)During the three and nine months ended September 30, 2024, we reported net losses attributable to Liberty Latin America shareholders. As a result, the potentially dilutive effect at September 30, 2024 of the following items was not included in the computation of EPS for such periods because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs, because such awards had not yet met the applicable performance criteria (in millions):
Aggregate number of shares issuable pursuant to:
Outstanding options, SARs and RSUs
42.4
Outstanding PSUs and PSARs
8.6
LTVP and ESPP
4.1
(b)We reported net earnings attributable to Liberty Latin America shareholders during the three and nine months ended September 30, 2023. The following table sets forth items that have been excluded from our computation of diluted EPS because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs and PSARs, because such awards had not yet met the applicable performance criteria:
Three months ended September 30, 2023
Nine months ended September 30, 2023
in millions
Aggregate number of shares issuable pursuant to:
Outstanding options, SARs and RSUs
32.0
32.8
Outstanding PSUs and PSARs
8.8
8.8
ESPP
0.1
0.1
Aggregate number of shares potentially issuable under our Convertible Notes (if-converted method) (i)
10.7
10.7
(i)With regards to the aggregate number of shares potentially issuable under our Convertible Notes, during the 2023 periods, the Convertible Notes Capped Calls provided 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 would have been required to make in excess of the principal amount of such converted notes, as the case may have been, with such reduction and/or offset subject to a cap. During 2024, the Convertible Notes Capped Calls expired at maturity or were unwound in connection with redemption activity on the Convertible Notes, as further described in note 10.
(17) Commitments and Contingencies
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
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.
28
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
(18) Segment Reporting
Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet, fixed-line telephony and mobile services. Our corporate category includes our corporate operations, which derive revenue from mobile handset insurance services. We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA or total assets.
As of September 30, 2024, our reportable segments are as follows:
•C&W Caribbean;
•C&W Panama;
•Liberty Networks;
•Liberty Puerto Rico; and
•Liberty Costa Rica.
Performance Measures of our Reportable Segments
We evaluate performance and make decisions about allocating resources to our reportable segments based on financial measures, such as revenue and Adjusted OIBDA. In addition, we review non-financial measures, such as subscriber growth. We account for intersegment sales as if they were to third parties, or at current market prices.
Adjusted OIBDA is the primary measure used by our CODM to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of incentive compensation plans. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. A reconciliation of total Adjusted OIBDA to operating income or loss and to earnings or loss before income taxes is presented below.
The amounts presented below represent 100% of the revenue and Adjusted OIBDA of each of our reportable segments and our corporate operations. As we have the ability to control certain subsidiaries that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of (a) C&W and (b) Liberty Puerto Rico, and (ii) Liberty Costa Rica are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.
Revenue
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
C&W Caribbean
$
359.5
$
360.5
$
1,092.0
$
1,070.6
C&W Panama
188.0
190.4
554.4
536.5
Liberty Networks
109.9
112.5
337.5
339.8
Liberty Puerto Rico
308.2
351.2
944.0
1,064.2
Liberty Costa Rica
145.5
134.6
445.0
399.0
Corporate
4.5
6.5
15.5
18.5
Intersegment eliminations
(26.4)
(29.9)
(81.8)
(81.1)
Total
$
1,089.2
$
1,125.8
$
3,306.6
$
3,347.5
29
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Adjusted OIBDA
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
C&W Caribbean
$
157.7
$
150.4
$
465.3
$
436.9
C&W Panama
68.7
58.5
190.3
161.0
Liberty Networks
59.3
64.2
181.6
200.0
Liberty Puerto Rico
88.2
116.4
228.4
381.6
Liberty Costa Rica
50.8
49.9
162.5
145.2
Corporate
(21.6)
(11.0)
(61.7)
(55.0)
Total
$
403.1
$
428.4
$
1,166.4
$
1,269.7
The following table provides a reconciliation of total Adjusted OIBDA to operating income (loss) and to earnings (loss) before income taxes:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Total Adjusted OIBDA
$
403.1
$
428.4
$
1,166.4
$
1,269.7
Share-based compensation and other Employee Incentive Plan-related expense (a)
(15.9)
(24.1)
(58.9)
(77.8)
Depreciation and amortization
(245.4)
(230.5)
(729.9)
(705.6)
Impairment, restructuring and other operating items, net
(521.4)
(11.1)
(553.6)
(81.6)
Operating income (loss)
(379.6)
162.7
(176.0)
404.7
Interest expense
(159.2)
(152.3)
(471.3)
(448.0)
Realized and unrealized gains (losses) on derivative instruments, net
(31.3)
47.5
39.0
52.8
Foreign currency transaction gains (losses), net
(7.6)
3.7
(30.7)
46.2
Gains (losses) on debt extinguishments, net
—
0.3
(0.3)
(3.9)
Other income (expense), net
2.9
(3.6)
(3.7)
(4.0)
Earnings (loss) before income taxes
$
(574.8)
$
58.3
$
(643.0)
$
47.8
(a)Includes expense associated with our LTVP, the vesting of which can be settled in either common shares or cash at the discretion of Liberty Latin America’s Compensation Committee.
30
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
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.
Nine months ended September 30,
2024
2023
in millions
C&W Caribbean
$
150.6
$
173.8
C&W Panama
74.9
82.8
Liberty Networks
36.2
37.1
Liberty Puerto Rico
135.8
158.4
Liberty Costa Rica
55.3
46.2
Corporate
32.4
26.0
Total property and equipment additions
485.2
524.3
Assets acquired under capital-related vendor financing arrangements
(117.5)
(117.7)
Changes in current liabilities related to capital expenditures and other
9.0
16.3
Total capital expenditures, net
$
376.7
$
422.9
Revenue by Major Category
Our revenue by major category for our reportable segments is set forth in the tables below. Intercompany eliminations in the tables below reflect revenue between our reportable segments, the majority of which relates to revenue at our Liberty Networks segment from our other reportable segments. Our major revenue categories include the following:
•residential fixed subscription and residential mobile services revenue, which includes amounts received from subscribers for ongoing fixed and airtime services, respectively;
•residential fixed non-subscription revenue, which primarily includes equipment, interconnect and advertising revenue; and
•B2B revenue, which comprises (i) enterprise revenue that primarily includes broadband internet, video, fixed-line telephony, mobile and managed services (including equipment installation contracts) offered to small (including small or home office), medium and large enterprises and other telecommunication operators; and (ii) wholesale revenue, which includes long-term capacity contracts with customers where the customer either pays a fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time.
31
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Three months ended September 30, 2024
C&W Caribbean
C&W Panama
Liberty Networks (a)
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment Eliminations
Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
119.1
$
31.2
$
—
$
117.0
$
33.5
$
—
$
—
$
300.8
Non-subscription revenue
5.8
1.2
—
5.9
7.6
—
—
20.5
Total residential fixed revenue
124.9
32.4
—
122.9
41.1
—
—
321.3
Residential mobile revenue:
Service revenue
91.1
70.5
—
82.7
68.0
—
—
312.3
Interconnect, inbound roaming, equipment sales and other (b)
18.1
16.0
—
42.3
19.8
4.3
—
100.5
Total residential mobile revenue
109.2
86.5
—
125.0
87.8
4.3
—
412.8
Total residential revenue
234.1
118.9
—
247.9
128.9
4.3
—
734.1
B2B revenue (c)
125.4
69.1
109.9
54.1
16.6
0.2
(26.4)
348.9
Other revenue
—
—
—
6.2
—
—
—
6.2
Total
$
359.5
$
188.0
$
109.9
$
308.2
$
145.5
$
4.5
$
(26.4)
$
1,089.2
(a)Included in this amount is $22 million of revenue earned from other segments of Liberty Latin America.
(b)The total amount includes $47 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(c)The total amount includes$6 millionof revenue from sales of mobile handsets and other devices to B2B mobile customers.
32
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Three months ended September 30, 2023
C&W Caribbean
C&W Panama
Liberty Networks (a)
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment Eliminations
Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
122.6
$
29.6
$
—
$
120.5
$
35.5
$
—
$
—
$
308.2
Non-subscription revenue
6.5
1.4
—
7.7
4.0
—
(1.8)
17.8
Total residential fixed revenue
129.1
31.0
—
128.2
39.5
—
(1.8)
326.0
Residential mobile revenue:
Service revenue
83.9
66.0
—
99.3
60.7
—
—
309.9
Interconnect, inbound roaming, equipment sales and other (b)
18.4
13.6
—
58.8
19.3
5.6
—
115.7
Total residential mobile revenue
102.3
79.6
—
158.1
80.0
5.6
—
425.6
Total residential revenue
231.4
110.6
—
286.3
119.5
5.6
(1.8)
751.6
B2B revenue (c)
129.1
79.8
112.5
56.8
15.1
0.9
(28.1)
366.1
Other revenue
—
—
—
8.1
—
—
—
8.1
Total
$
360.5
$
190.4
$
112.5
$
351.2
$
134.6
$
6.5
$
(29.9)
$
1,125.8
(a)Included in this amount is $23 million of revenue earned from other segments of Liberty Latin America.
(b)The total amount includes $60 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(c)The total amount includes $5 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
33
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Nine months ended September 30, 2024
C&W Caribbean
C&W Panama
Liberty Networks (a)
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment Eliminations
Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
364.7
$
91.7
$
—
$
357.2
$
103.6
$
—
$
—
$
917.2
Non-subscription revenue
20.5
3.6
—
16.9
25.2
—
(1.5)
64.7
Total residential fixed revenue
385.2
95.3
—
374.1
128.8
—
(1.5)
981.9
Residential mobile revenue:
Service revenue
262.9
200.2
—
254.9
204.3
—
—
922.3
Interconnect, inbound roaming, equipment sales and other (b)
56.4
43.0
—
130.7
62.5
14.9
—
307.5
Total residential mobile revenue
319.3
243.2
—
385.6
266.8
14.9
—
1,229.8
Total residential revenue
704.5
338.5
—
759.7
395.6
14.9
(1.5)
2,211.7
B2B revenue (c)
387.5
215.9
337.5
162.7
49.4
0.6
(80.3)
1,073.3
Other revenue
—
—
—
21.6
—
—
—
21.6
Total
$
1,092.0
$
554.4
$
337.5
$
944.0
$
445.0
$
15.5
$
(81.8)
$
3,306.6
(a)Included in this amount is $67 million of revenue earned from other segments of Liberty Latin America.
(b)The total amount includes $146 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(c)The total amount includes $18 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
34
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Nine months ended September 30, 2023
C&W Caribbean
C&W Panama
Liberty Networks (a)
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment Eliminations
Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
363.9
$
86.6
$
—
$
358.6
$
109.0
$
—
$
—
$
918.1
Non-subscription revenue
21.2
4.2
—
19.4
9.1
—
(1.8)
52.1
Total residential fixed revenue
385.1
90.8
—
378.0
118.1
—
(1.8)
970.2
Residential mobile revenue:
Service revenue
245.3
196.8
—
302.2
178.8
—
—
923.1
Interconnect, inbound roaming, equipment sales and other (b)
57.7
40.5
—
183.9
56.4
17.6
—
356.1
Total residential mobile revenue
303.0
237.3
—
486.1
235.2
17.6
—
1,279.2
Total residential revenue
688.1
328.1
—
864.1
353.3
17.6
(1.8)
2,249.4
B2B revenue (c)
382.5
208.4
339.8
168.7
45.7
0.9
(79.3)
1,066.7
Other revenue
—
—
—
31.4
—
—
—
31.4
Total
$
1,070.6
$
536.5
$
339.8
$
1,064.2
$
399.0
$
18.5
$
(81.1)
$
3,347.5
(a)Included in this amount is $65 million of revenue earned from other segments of Liberty Latin America.
(b)The total amount includes$186 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(c)The total amount includes $21 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
35
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2024
(unaudited)
Revenue by Geographic Market
The revenue from third-party customers for each of our geographic markets is set forth in the table below.
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Puerto Rico
$
292.7
$
334.3
$
897.8
$
1,015.3
Panama
187.2
189.6
552.2
534.3
Costa Rica
145.6
134.3
444.2
398.3
Jamaica
103.1
103.2
308.4
301.6
Networks & LatAm (a)
87.5
89.6
270.1
274.5
The Bahamas
47.9
48.9
154.8
143.6
Trinidad and Tobago
39.0
39.2
117.1
117.2
Barbados
41.4
39.5
121.8
117.5
Curacao
34.1
34.0
102.2
102.8
Other (b)
110.7
113.2
338.0
342.4
Total
$
1,089.2
$
1,125.8
$
3,306.6
$
3,347.5
(a)The amounts represent enterprise revenue and wholesale revenue from various jurisdictions across Latin America and the Caribbean related to the sale and lease of telecommunications capacity on Liberty Networks’ subsea and terrestrial fiber optic cable networks.
(b)The amounts primarily relate to a number of countries in which we have less significant operations, all of which are located in the Caribbean, and to a lesser extent, in Latin America.
36
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 2023 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 significant events.
•Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and nine months ended September 30, 2024 and 2023.
•Material Changes in Financial Condition. This section provides an analysis of our liquidity, condensed consolidated statements of cash flows and contractual commitments.
Unless otherwise indicated, operational data (including subscriber statistics) is presented as of September 30, 2024.
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; the transaction with Millicom to combine our respective Costa Rica operations; changes in our revenue, costs, or growth rates; debt levels; our liquidity and our ability to access the liquidity of our subsidiaries; interest rate risks; 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; the impact of Hurricane Beryl on our business; 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 2023 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;
37
•the impact of restrictions contained in certain of our subsidiaries’ debt instruments;
•consumer disposable income and spending levels, including the availability and amount of individual consumer debt;
•changes in consumer viewing preferences and habits, including on mobile devices that function on various operating systems and specifications, limited bandwidth, and different processing power and screen sizes;
•customer acceptance of our existing service offerings, including our video, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;
•our ability to manage rapid technological changes;
•the impact of 5G and wireless technologies on broadband internet;
•our ability to maintain or increase the number of subscriptions to our video, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household and mobile subscriber;
•our ability to provide satisfactory customer service, including support for new and evolving products and services;
•our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;
•the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
•changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;
•government intervention that requires opening our broadband distribution networks to competitors;
•our ability to renew necessary regulatory licenses, concessions or other operating agreements and to otherwise acquire future spectrum or other licenses that we need to offer new mobile data or other technologies or services;
•our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, such as with respect to the transaction with Millicom to combine our respective Costa Rica operations;
•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 and the transaction with Millicom to combine our respective Costa Rica operations;
•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;
38
•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;
•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 and the impact of any impairments;
•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 like 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.
39
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 and USVI, through our reportable segment Liberty Puerto Rico; and
iii.Costa Rica, through our reportable segment Liberty Costa Rica.
B.through our reportable segment Liberty Networks, (i) enterprise services in certain other countries in Latin America and the Caribbean and (ii) wholesale services over our subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in that region.
At September 30, 2024, we (i) owned and operated fixed networks that passed 4,713,000 homes and served 3,986,100 RGUs, comprising 1,824,500 broadband internet subscribers, 1,232,700 fixed-line telephony subscribers and 928,900 video subscribers and (ii) served 7,989,300 mobile subscribers.
Hurricane Beryl
In July 2024, Hurricane Beryl impacted our Jamaica operations and certain smaller operations within C&W Caribbean, resulting in varying degrees of damage to homes, businesses, and infrastructures in these markets. In connection with Hurricane Beryl, during the third quarter of 2024, we experienced adverse impacts to revenue and RGUs, Adjusted OIBDA, and property and equipment additions, which we expect will continue during the fourth quarter of 2024. Specifically, during the third quarter of 2024, Hurricane Beryl had a negative impact on revenue and Adjusted OIBDA of approximately $5 million and $8 million, respectively, which includes the positive impact from the hurricane on prepaid revenue. In addition, we incurred property and equipment additions of approximately $7 million to replace infrastructure and equipment that has been damaged beyond repair or to enhance network resiliency. We did not recognize any material impairments in connection with Hurricane Beryl. As a result of the hurricane, during the third quarter of 2024, we estimate that we lost approximately 33,000 RGUs, comprising 16,000 broadband internet subscribers, 15,000 fixed-line telephony subscribers, and 2,000 video subscribers. We also saw a positive impact from the hurricane to our prepaid mobile subscribers. Hurricane Beryl did not have a material impact on our homes passed count.
During the fourth quarter of 2024, we expect to continue to see adverse impacts from Hurricane Beryl on our impacted businesses. Currently, we estimate that Hurricane Beryl will negatively impact revenue and Adjusted OIBDA during the fourth quarter by between $5 million and $10 million, mainly driven by subscriber losses. We also expect to incur additional property and equipment additions of approximately $10 million to $15 million. Together with the third quarter impacts, we expect that the aggregate impact from Hurricane Beryl during 2024 for revenue and Adjusted OIBDA will be between $10 million and $20 million and toward the high end of our expected range of $10 million to $20 million for property and equipment additions.
Hurricane Beryl triggered a claim pursuant to the Weather Derivatives, which resulted in net proceeds of $44 million during the third quarter of 2024. The proceeds associated with this claim are reflected as a derivative gain in our condensed consolidated statement of operations and as a cash inflow related to operating activities in our condensed consolidated statement of cash flows.
Costa Rica Transaction
On August 1, 2024, we announced that we entered into an agreement with Millicom to combine our respective operations in Costa Rica. Under the terms of the all-stock agreement, Liberty Latin America and our minority partner in Costa Rica will hold an approximate 86% interest and Millicom will hold an approximate 14% interest in the joint operations, with final ownership percentages to be confirmed at closing. The transaction is subject to customary closing conditions, including regulatory authorizations, and we expect the transaction to be completed during the second half of 2025.
40
During August 2024, we also entered into an agreement with the noncontrolling interest owner of Liberty Costa Rica where we agreed to acquire on January 30, 2026 shares representing 8.5% of equity of Liberty Costa Rica for aggregate cash consideration of approximately $82 million, comprising CRC 22 billion ($42 million) and $40 million, with 62.5% of the purchase price due upon closing and the remaining 37.5% due on January 29, 2027.
Material Changes in Results of Operations
The comparability of our operating results during the three and nine months ended September 30, 2024 and 2023 is affected by an acquisition and FX. As we use the term, “organic” changes exclude FX and the impact of an acquisition.
In the following discussion, we quantify the estimated impacts on the operating results of the periods under comparison that are attributable to the LPR Acquisition, which was completed on September 3, 2024. With respect to acquisitions, organic changes exclude the operating results of an acquired entity during the first 12 months following the date of acquisition.
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.
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 or Loss
The following tables set forth the organic and non-organic changes in the components of operating income or loss during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
Revenue
$
1,089.2
$
1,125.8
$
(36.6)
$
2.5
$
2.9
$
(42.0)
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services
231.9
259.1
(27.2)
0.6
2.0
(29.8)
Other operating costs and expenses
470.1
462.4
7.7
1.2
0.6
5.9
Depreciation and amortization
245.4
230.5
14.9
0.4
—
14.5
Impairment, restructuring and other operating items, net
521.4
11.1
510.3
(0.2)
—
510.5
1,468.8
963.1
505.7
2.0
2.6
501.1
Operating income (loss)
$
(379.6)
$
162.7
$
(542.3)
$
0.5
$
0.3
$
(543.1)
41
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
Revenue
$
3,306.6
$
3,347.5
$
(40.9)
$
26.2
$
2.9
$
(70.0)
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services
717.4
740.2
(22.8)
5.7
2.0
(30.5)
Other operating costs and expenses
1,481.7
1,415.4
66.3
12.3
0.6
53.4
Depreciation and amortization
729.9
705.6
24.3
3.7
—
20.6
Impairment, restructuring and other operating items, net
553.6
81.6
472.0
—
—
472.0
3,482.6
2,942.8
539.8
21.7
2.6
515.5
Operating income (loss)
$
(176.0)
$
404.7
$
(580.7)
$
4.5
$
0.3
$
(585.5)
As reflected in the tables above, we reported operating lossesfor the three and nine months ended September 30, 2024, as compared to operating income for the corresponding periods in 2023. For further discussion and analysis of organic changes in revenue and operating costs and expenses, see Revenue, Programming and Other Direct Costs of Services, and Other Operating Costs sections below. For further discussion and analysis of changes in Depreciation and amortization, and Impairment, Restructuring and other operating items, net, see Results of Operations (below Adjusted OIBDA) 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 CODM to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to determine how to allocate resources to segments. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. We believe our Adjusted OIBDA measure is useful to investors because it is one of the bases for comparing our performance with the performance of other companies in the same or similar industries, although our measures may not be directly comparable to similar measures used by other public companies. Adjusted OIBDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income or loss.
A reconciliation of total operating income (loss), the nearest U.S. GAAP measure, to Adjusted OIBDA on a consolidated basis, is presented below.
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Operating income (loss)
$
(379.6)
$
162.7
$
(176.0)
$
404.7
Share-based compensation and other Employee Incentive Plan-related expense
15.9
24.1
58.9
77.8
Depreciation and amortization
245.4
230.5
729.9
705.6
Impairment, restructuring and other operating items, net
521.4
11.1
553.6
81.6
Consolidated Adjusted OIBDA
$
403.1
$
428.4
$
1,166.4
$
1,269.7
42
The following tables set forth the organic and non-organic changes in Adjusted OIBDA during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023:
C&W Caribbean
C&W Panama
Liberty Networks
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment eliminations
Consolidated
in millions
Adjusted OIBDA for the three months ending:
September 30, 2023
$
150.4
$
58.5
$
64.2
$
116.4
$
49.9
$
(11.0)
$
—
$
428.4
Organic changes related to:
Revenue
0.9
(2.4)
(2.3)
(45.9)
6.3
(2.0)
3.4
(42.0)
Programming and other direct costs
2.9
9.5
2.0
19.3
(2.6)
—
(1.3)
29.8
Other operating costs and expenses
4.4
3.1
(4.6)
(1.9)
(4.4)
(8.4)
(2.3)
(14.1)
Non-organic changes related to:
FX
(0.9)
—
—
—
1.6
(0.2)
0.2
0.7
An acquisition
—
—
—
0.3
—
—
—
0.3
September 30, 2024
$
157.7
$
68.7
$
59.3
$
88.2
$
50.8
$
(21.6)
$
—
$
403.1
C&W Caribbean
C&W Panama
Liberty Networks
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment eliminations
Consolidated
in millions
Adjusted OIBDA for the nine months ending:
September 30, 2023
$
436.9
$
161.0
$
200.0
$
381.6
$
145.2
$
(55.0)
$
—
$
1,269.7
Organic changes related to:
Revenue
25.9
17.9
(8.2)
(123.1)
21.2
(3.0)
(0.7)
(70.0)
Programming and other direct costs
3.5
(4.1)
1.5
37.9
(6.8)
—
(1.5)
30.5
Other operating costs and expenses
1.1
15.5
(12.8)
(68.3)
(6.3)
(3.5)
2.0
(72.3)
Non-organic changes related to:
FX
(2.1)
—
1.1
—
9.2
(0.2)
0.2
8.2
An acquisition
—
—
—
0.3
—
—
—
0.3
September 30, 2024
$
465.3
$
190.3
$
181.6
$
228.4
$
162.5
$
(61.7)
$
—
$
1,166.4
43
Adjusted OIBDA Margin
The following table sets forth the Adjusted OIBDA Margin of each of our reportable segments:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
%
C&W Caribbean
43.9
41.7
42.6
40.8
C&W Panama
36.5
30.7
34.3
30.0
Liberty Networks
54.0
57.1
53.8
58.9
Liberty Puerto Rico
28.6
33.1
24.2
35.9
Liberty Costa Rica
34.9
37.1
36.5
36.4
Adjusted OIBDA Margin is impacted by organic changes in revenue, programming and other direct costs of services and other operating costs and expenses. We incurred aggregate integration costs (i) during the three and nine months ended September 30, 2024 of $1 million and $17 million, respectively, within our Liberty Puerto Rico segment, and (ii) during the three and nine months ended September 30, 2023 of $3 million and $13 million, respectively, within our Liberty Puerto Rico, Liberty Costa Rica and C&W Panama 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 enterprise services. Liberty Networks also provides wholesale services over its subsea and terrestrial fiber optic cable networks.
While not specifically discussed in the below explanations of the changes in revenue, we experience significant competition in all of our markets. Competition has an adverse impact on our ability to increase or maintain our (i) RGUs, (ii) ARPU and/or (iii) B2B revenue.
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.
The following tables set forth the organic and non-organic changes in revenue by reportable segment during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023.
44
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
C&W Caribbean
$
359.5
$
360.5
$
(1.0)
$
(1.9)
$
—
$
0.9
C&W Panama
188.0
190.4
(2.4)
—
—
(2.4)
Liberty Networks
109.9
112.5
(2.6)
(0.3)
—
(2.3)
Liberty Puerto Rico
308.2
351.2
(43.0)
—
2.9
(45.9)
Liberty Costa Rica
145.5
134.6
10.9
4.6
—
6.3
Corporate
4.5
6.5
(2.0)
—
—
(2.0)
Intersegment eliminations
(26.4)
(29.9)
3.5
0.1
—
3.4
Total
$
1,089.2
$
1,125.8
$
(36.6)
$
2.5
$
2.9
$
(42.0)
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
C&W Caribbean
$
1,092.0
$
1,070.6
$
21.4
$
(4.5)
$
—
$
25.9
C&W Panama
554.4
536.5
17.9
—
—
17.9
Liberty Networks
337.5
339.8
(2.3)
5.9
—
(8.2)
Liberty Puerto Rico
944.0
1,064.2
(120.2)
—
2.9
(123.1)
Liberty Costa Rica
445.0
399.0
46.0
24.8
—
21.2
Corporate
15.5
18.5
(3.0)
—
—
(3.0)
Intersegment eliminations
(81.8)
(81.1)
(0.7)
—
—
(0.7)
Total
$
3,306.6
$
3,347.5
$
(40.9)
$
26.2
$
2.9
$
(70.0)
C&W Caribbean.C&W Caribbean’s revenue by major category is set forth below:
Three months ended September 30,
Increase (decrease)
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
119.1
$
122.6
$
(3.5)
(3)
Non-subscription revenue
5.8
6.5
(0.7)
(11)
Total residential fixed revenue
124.9
129.1
(4.2)
(3)
Residential mobile revenue:
Service revenue
91.1
83.9
7.2
9
Interconnect, inbound roaming, equipment sales and other
18.1
18.4
(0.3)
(2)
Total residential mobile revenue
109.2
102.3
6.9
7
Total residential revenue
234.1
231.4
2.7
1
B2B revenue
125.4
129.1
(3.7)
(3)
Total
$
359.5
$
360.5
$
(1.0)
—
45
Nine months ended September 30,
Increase (decrease)
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
364.7
$
363.9
$
0.8
—
Non-subscription revenue
20.5
21.2
(0.7)
(3)
Total residential fixed revenue
385.2
385.1
0.1
—
Residential mobile revenue:
Service revenue
262.9
245.3
17.6
7
Interconnect, inbound roaming, equipment sales and other
56.4
57.7
(1.3)
(2)
Total residential mobile revenue
319.3
303.0
16.3
5
Total residential revenue
704.5
688.1
16.4
2
B2B revenue
387.5
382.5
5.0
1
Total
$
1,092.0
$
1,070.6
$
21.4
2
The details of the changes in C&W Caribbean’s revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below (in millions):
Three-month comparison
Nine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
$
(0.9)
$
1.1
ARPU (b)
(2.1)
1.1
Decrease in residential fixed non-subscription revenue
(0.7)
(0.6)
Total increase (decrease) in residential fixed revenue
(3.7)
1.6
Increase in residential mobile service revenue (c)
8.0
19.1
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue
(0.3)
(1.2)
Increase (decrease) in B2B revenue (d)
(3.1)
6.4
Total organic increase
0.9
25.9
Impact of FX
(1.9)
(4.5)
Total
$
(1.0)
$
21.4
(a)The changes are primarily due to the net effect of higher average broadband internet RGUs and lower average video RGUs. During the three-month comparison, the impact of lower average video RGUs was greater than the impact of higher average broadband internet RGUs.
(b)The changes are primarily due to the net impact of (i) higher ARPU from broadband internet services, mainly due to price increases, (ii) lower ARPU from fixed-line telephony services, mostly due to Hurricane Beryl-related rebates and fixed-mobile convergence efforts, and (iii) lower ARPU from video services. During the three-month comparison, the impact of lower ARPU from fixed-line telephony services and video services more than offset the impact of higher ARPU from broadband internet services.
(c)The increases are primarily attributable to the net impact of (i) higher average numbers of postpaid mobile subscribers, mostly due to growth from fixed-mobile convergence efforts, (ii) increases in prepaid ARPU resulting from price increases implemented during the third quarter of 2023 and the first quarter of 2024, and (iii) lower average numbers of prepaid mobile subscribers.
(d)The increase during the nine-month comparison is mainly attributable to higher project-related revenue across various markets. The decrease during the three-month comparison is mainly driven by a decrease in fixed and managed services, mostly due to impacts related to Hurricane Beryl.
46
C&W Panama. C&W Panama’s revenue by major category is set forth below:
Three months ended September 30,
Increase (decrease)
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
31.2
$
29.6
$
1.6
5
Non-subscription revenue
1.2
1.4
(0.2)
(14)
Total residential fixed revenue
32.4
31.0
1.4
5
Residential mobile revenue:
Service revenue
70.5
66.0
4.5
7
Interconnect, inbound roaming, equipment sales and other
16.0
13.6
2.4
18
Total residential mobile revenue
86.5
79.6
6.9
9
Total residential revenue
118.9
110.6
8.3
8
B2B revenue
69.1
79.8
(10.7)
(13)
Total
$
188.0
$
190.4
$
(2.4)
(1)
Nine months ended September 30,
Increase (decrease)
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
91.7
$
86.6
$
5.1
6
Non-subscription revenue
3.6
4.2
(0.6)
(14)
Total residential fixed revenue
95.3
90.8
4.5
5
Residential mobile revenue:
Service revenue
200.2
196.8
3.4
2
Interconnect, inbound roaming, equipment sales and other
43.0
40.5
2.5
6
Total residential mobile revenue
243.2
237.3
5.9
2
Total residential revenue
338.5
328.1
10.4
3
B2B revenue
215.9
208.4
7.5
4
Total
$
554.4
$
536.5
$
17.9
3
47
The details of the changes in C&W Panama’s revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below (in millions):
Three-month comparison
Nine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
$
2.7
$
7.9
ARPU (b)
(1.1)
(2.8)
Decrease in residential fixed non-subscription revenue
(0.2)
(0.6)
Total increase in residential fixed revenue
1.4
4.5
Increase in residential mobile service revenue (c)
4.5
3.4
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)
2.4
2.5
Increase (decrease) in B2B revenue (e)
(10.7)
7.5
Total
$
(2.4)
$
17.9
(a)Theincreases are primarily due to higher average broadband internet RGUs.
(b)The decreases are primarily due to lower ARPU from fixed-line telephony and video services, mainly driven by higher discounts and the migration of customers to lower ARPU plans.
(c)The increasesare primarily due to the net effect of (i) higher ARPU from prepaid mobile services, (ii) lower average numbers of prepaid mobile subscribers, and (iii) higher average numbers of postpaid mobile subscribers. The decreases in prepaid mobile subscribers are driven by the net impact of churn related to the migration of customers to our network following the Claro Panama Acquisition, and the addition of customers to our base following the exit of a competitor from our market. The increases in prepaid mobile ARPU are primarily due to higher ARPU packages offered to customers.
(d)The increases are primarily due to higher volumes of handset sales.
(e)The increase during the nine-month comparison is primarily due to (i) higher revenue from government-related projects and (ii) higher revenue from fixed and managed services, primarily broadband internet services. During the three-month comparison, the increase in revenue from fixed and managed services was more than offset by a decrease in revenue from government-related projects, mainly driven by the phasing of projects that were previously approved but for which delivery and installation have not yet occurred.
Liberty Networks.Liberty Networks’ revenue by major category is set forth below:
Three months ended September 30,
Increase (decrease):
2024
2023
$
%
in millions, except percentages
B2B revenue:
Enterprise revenue
$
31.7
$
31.0
$
0.7
2
Wholesale revenue
78.2
81.5
(3.3)
(4)
Total
$
109.9
$
112.5
$
(2.6)
(2)
48
Nine months ended September 30,
Increase (decrease)
2024
2023
$
%
in millions, except percentages
B2B revenue:
Enterprise revenue
$
98.4
$
88.0
$
10.4
12
Wholesale revenue
239.1
251.8
(12.7)
(5)
Total
$
337.5
$
339.8
$
(2.3)
(1)
The details of the changes in Liberty Networks’ revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below (in millions):
Three-month comparison
Nine-month comparison
Increase in enterprise revenue (a)
$
0.9
$
6.8
Decrease in wholesale revenue (b)
(3.2)
(15.0)
Total organic decrease
(2.3)
(8.2)
Impact of FX
(0.3)
5.9
Total
$
(2.6)
$
(2.3)
(a)The increases are primarily attributable to the net effect of (i) growth in managed services, (ii) higher B2B connectivity revenue, and (iii) decreases associated with sales-type leases on CPE installed on long-term customer solutions, due mostly to a higher mix of contracts recognized on a net basis.
(b)The decreases are primarily due to (i) lower amortized prepaid capacity and operating and maintenance revenue driven by the cancellation of prepaid capacity contracts in prior periods and (ii) net decreases in revenue associated with the recognition of deferred revenue and penalties upon the termination or modification of prepaid capacity contracts during the first, second and third quarters of 2023 and the second quarter of 2024.
Liberty Puerto Rico.Liberty Puerto Rico’s revenue by major category is set forth below:
Three months ended September 30,
Decrease
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
117.0
$
120.5
$
(3.5)
(3)
Non-subscription revenue
5.9
7.7
(1.8)
(23)
Total residential fixed revenue
122.9
128.2
(5.3)
(4)
Residential mobile revenue:
Service revenue
82.7
99.3
(16.6)
(17)
Interconnect, inbound roaming, equipment sales and other
42.3
58.8
(16.5)
(28)
Total residential mobile revenue
125.0
158.1
(33.1)
(21)
Total residential revenue
247.9
286.3
(38.4)
(13)
B2B revenue
54.1
56.8
(2.7)
(5)
Other revenue
6.2
8.1
(1.9)
(23)
Total
$
308.2
$
351.2
$
(43.0)
(12)
49
Nine months ended September 30,
Decrease
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
357.2
$
358.6
$
(1.4)
—
Non-subscription revenue
16.9
19.4
(2.5)
(13)
Total residential fixed revenue
374.1
378.0
(3.9)
(1)
Residential mobile revenue:
Service revenue
254.9
302.2
(47.3)
(16)
Interconnect, inbound roaming, equipment sales and other
130.7
183.9
(53.2)
(29)
Total residential mobile revenue
385.6
486.1
(100.5)
(21)
Total residential revenue
759.7
864.1
(104.4)
(12)
B2B revenue
162.7
168.7
(6.0)
(4)
Other revenue
21.6
31.4
(9.8)
(31)
Total
$
944.0
$
1,064.2
$
(120.2)
(11)
The details of the changes in Liberty Puerto Rico’s revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below (in millions):
Three-month comparison
Nine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
$
0.1
$
3.6
ARPU (b)
(3.6)
(5.0)
Decrease in residential fixed non-subscription revenue
(1.8)
(2.5)
Total decrease in residential fixed revenue
(5.3)
(3.9)
Decrease in residential mobile service revenue (c)
(19.4)
(50.1)
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)
(16.6)
(53.3)
Decrease in B2B revenue (e)
(2.7)
(6.0)
Decrease in other revenue (f)
(1.9)
(9.8)
Total organic decrease
(45.9)
(123.1)
Impact of an acquisition
2.9
2.9
Total
$
(43.0)
$
(120.2)
(a)The increases are primarily attributable to the net effect of (i) higher average broadband internet and fixed-line telephony RGUs and (ii) lower average video RGUs.
(b)The decreases are primarily due to lower ARPU from broadband internet, video and fixed-line telephony services, mainly caused by the net effect of retention-related discounts that more than offset price increases during the third quarter of 2024. The decreases also include the impact of credits issued to customers following Hurricane Ernesto, which impacted Puerto Rico in August 2024.
(c)The decreases are primarily due to declines in the average number of mobile subscribers, impacted by the migration of customers to our mobile network and network challenges in 2024.
(d)The decreases are primarily driven by (i) lower equipment sales, which for the nine-month comparison includes the impact of the migration of customers to our mobile network during the first half of 2024, and (ii) lower inbound roaming revenue.
50
(e)The decreases are primarily attributable to lower revenue from mobile services, mainly driven by lower average customers due to (i) the termination of a government-sponsored program during the second quarter of 2024 and (ii) the migration of customers to our mobile network.
(f)The decreases are driven by declines in the rate of funding, beginning in each of June 2023 and 2024, related to funds from the FCC that we use to expand and improve our fixed and mobile networks.
Liberty Costa Rica. Liberty Costa Rica’s revenue by major category is set forth below:
Three months ended September 30,
Increase (decrease)
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
33.5
$
35.5
$
(2.0)
(6)
Non-subscription revenue
7.6
4.0
3.6
90
Total residential fixed revenue
41.1
39.5
1.6
4
Residential mobile revenue:
Service revenue
68.0
60.7
7.3
12
Interconnect, inbound roaming, equipment sales and other
19.8
19.3
0.5
3
Total residential mobile revenue
87.8
80.0
7.8
10
Total residential revenue
128.9
119.5
9.4
8
B2B revenue
16.6
15.1
1.5
10
Total
$
145.5
$
134.6
$
10.9
8
Nine months ended September 30,
Increase (decrease)
2024
2023
$
%
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
$
103.6
$
109.0
$
(5.4)
(5)
Non-subscription revenue
25.2
9.1
16.1
177
Total residential fixed revenue
128.8
118.1
10.7
9
Residential mobile revenue:
Service revenue
204.3
178.8
25.5
14
Interconnect, inbound roaming, equipment sales and other
62.5
56.4
6.1
11
Total residential mobile revenue
266.8
235.2
31.6
13
Total residential revenue
395.6
353.3
42.3
12
B2B revenue
49.4
45.7
3.7
8
Total
$
445.0
$
399.0
$
46.0
12
51
The details of the changes in Liberty Costa Rica’s revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below (in millions):
Three-month comparison
Nine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
$
1.0
$
(0.6)
ARPU (b)
(4.1)
(10.7)
Increase in residential fixed non-subscription revenue (c)
3.4
14.7
Total increase in residential fixed revenue
0.3
3.4
Increase in residential mobile service revenue (d)
5.1
14.1
Increase (decrease) in residential mobile interconnect, inbound roaming, equipment sales and other revenue (e)
(0.1)
2.5
Increase in B2B revenue
1.0
1.2
Total organic increase
6.3
21.2
Impact of FX
4.6
24.8
Total
$
10.9
$
46.0
(a)For the three-month comparison, the increase is due to higher average RGUs across all products. For the nine-month comparison, an increase driven by higher average fixed-line telephony and broadband internet RGUs was fully offset by a decrease associated with lower average video RGUs.
(b)The decreases are due to lower ARPU across all fixed products, the largest of which is from video services. The decreases are mainly due to market competition leading to customer retention efforts and higher financed equipment sales.
(c)The increases are primarily attributable to higher volumes of CPE sales.
(d)The increases are primarily due to the net effect of (i) higher average postpaid mobile subscribers and (ii) lower prepaid mobile ARPU.
(e)The increase during the nine-month comparison is primarily attributable to the net effect of (i) higher volumes of equipment sales, (ii) lower interconnect revenue driven by a reduction in rates and lower volumes of traffic and (iii) lower inbound roaming revenue. For the three-month comparison, a decrease in interconnect and roaming revenue was almost entirely offset by an increase in equipment sales.
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, B2B project-related costs 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.
52
Consolidated. The following tables set forth the organic and non-organic changes in programming and other direct costs of services on a consolidated basis.
Three months ended September 30,
Decrease
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
Programming and copyright
$
58.5
$
60.2
$
(1.7)
$
0.2
$
—
$
(1.9)
Interconnect
69.0
77.5
(8.5)
—
1.5
(10.0)
Equipment
73.2
77.7
(4.5)
0.4
0.5
(5.4)
Project-related and other
31.2
43.7
(12.5)
—
—
(12.5)
Total programming and other direct costs of services
$
231.9
$
259.1
$
(27.2)
$
0.6
$
2.0
$
(29.8)
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
Programming and copyright
$
179.0
$
180.3
$
(1.3)
$
1.3
$
—
$
(2.6)
Interconnect
206.8
227.5
(20.7)
1.3
1.5
(23.5)
Equipment
224.7
236.8
(12.1)
2.4
0.5
(15.0)
Project-related and other
106.9
95.6
11.3
0.7
—
10.6
Total programming and other direct costs of services
$
717.4
$
740.2
$
(22.8)
$
5.7
$
2.0
$
(30.5)
C&W Caribbean. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our C&W Caribbean segment.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Programming and copyright
$
16.2
$
17.9
$
(1.7)
$
—
$
(1.7)
Interconnect
17.3
18.3
(1.0)
(0.1)
(0.9)
Equipment
11.3
13.1
(1.8)
—
(1.8)
Project-related and other
10.1
8.5
1.6
0.1
1.5
Total programming and other direct costs of services
$
54.9
$
57.8
$
(2.9)
$
—
$
(2.9)
53
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Programming and copyright
$
51.1
$
55.1
$
(4.0)
$
(0.2)
$
(3.8)
Interconnect
50.8
56.2
(5.4)
(0.4)
(5.0)
Equipment
36.6
36.4
0.2
(0.1)
0.3
Project-related and other
30.6
25.6
5.0
—
5.0
Total programming and other direct costs of services
$
169.1
$
173.3
$
(4.2)
$
(0.7)
$
(3.5)
•Programming and copyright: The organic decreases are mainly due to the renegotiation of certain content agreements.
•Interconnect: The organic decreases are primarily due to lower rates resulting from the renegotiation of a contract.
•Equipment: The organic changes are mainly due the net effect of (i) higher B2B project-related equipment costs and (ii) lower handset costs. During the three-month comparison, the impact of lower handset costs more than offset the impact of higher B2B project-related equipment costs.
•Project-related and other: The organic increases are due to higher B2B project costs across various markets.
C&W Panama. The following tables set forth the changes in programming and other direct costs of services for our C&W Panama segment.
Three months ended September 30,
Increase (decrease)
2024
2023
in millions
Programming and copyright
$
5.4
$
5.8
$
(0.4)
Interconnect
16.5
18.6
(2.1)
Equipment
14.9
8.9
6.0
Project-related and other
21.4
34.4
(13.0)
Total programming and other direct costs of services
$
58.2
$
67.7
$
(9.5)
Nine months ended September 30,
Increase (decrease)
2024
2023
in millions
Programming and copyright
$
16.8
$
15.9
$
0.9
Interconnect
51.6
54.0
(2.4)
Equipment
36.0
34.1
1.9
Project-related and other
71.3
67.6
3.7
Total programming and other direct costs of services
$
175.7
$
171.6
$
4.1
•Interconnect: The decreases are primarily due to lower volumes of traffic.
54
•Equipment: The increases are primarily attributable to higher volumes of handset sales to residential customers. For the nine-month comparison, this increase was partially offset by a decrease in costs driven by lower volumes of handset sales to B2B customers. During the three-month comparison, this increase was also attributable to higher volumes of handset sales to B2B customers at a higher unit cost.
•Project-related and other: The increase during the nine-month comparison is primarily due to higher costs associated with certain government-related projects. During the three-month comparison, lower costs resulted from the phasing of projects that were previously approved but for which delivery and installation have not yet occurred.
Liberty Networks. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Networks segment.
Three months ended September 30,
Decrease
Decrease from:
2024
2023
FX
Organic
in millions
Interconnect
$
12.4
$
12.6
$
(0.2)
$
—
$
(0.2)
Equipment
—
0.1
(0.1)
(0.1)
—
Project-related and other
2.8
4.7
(1.9)
(0.1)
(1.8)
Total programming and other direct costs of services
$
15.2
$
17.4
$
(2.2)
$
(0.2)
$
(2.0)
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Interconnect
$
36.6
$
35.3
$
1.3
$
0.4
$
0.9
Equipment
0.2
0.4
(0.2)
—
(0.2)
Project-related and other
12.2
13.7
(1.5)
0.7
(2.2)
Total programming and other direct costs of services
$
49.0
$
49.4
$
(0.4)
$
1.1
$
(1.5)
•Interconnect: The organic increase for the nine-month comparison is primarily due to higher backhaul expenses.
•Project-related and other: The organic decreases are primarily due to a higher mix of contracts recognized on a net basis.
Liberty Puerto Rico. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Puerto Rico segment.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
An acquisition
Organic
in millions
Programming and copyright
$
26.9
$
28.5
$
(1.6)
$
—
$
(1.6)
Interconnect
20.7
25.0
(4.3)
1.5
(5.8)
Equipment
31.8
43.7
(11.9)
0.5
(12.4)
Project-related and other
0.9
0.4
0.5
—
0.5
Total programming and other direct costs of services
$
80.3
$
97.6
$
(17.3)
$
2.0
$
(19.3)
55
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
An acquisition
Organic
in millions
Programming and copyright
$
83.1
$
85.1
$
(2.0)
$
—
$
(2.0)
Interconnect
59.3
71.0
(11.7)
1.5
(13.2)
Equipment
106.6
131.2
(24.6)
0.5
(25.1)
Project-related and other
3.5
1.1
2.4
—
2.4
Total programming and other direct costs of services
$
252.5
$
288.4
$
(35.9)
$
2.0
$
(37.9)
•Programming and copyright: The organic decreases are primarily due to the net effect of (i) lower average number of subscribers and (ii) rate increases.
•Interconnect: The organic decreases are mostly due to lower interconnect costs associated with a transition service agreement that expired during 2024.
•Equipment: The organic decreases are primarily due to the net effect of (i) lower handset sales, which for the nine-month comparison includes the impact of the migration of customers to our mobile network during the first half of 2024, (ii) equipment credits for handset purchases recognized during the first half of 2023 associated with handsets purchased prior to 2023 and (iii) increases resulting from inventory adjustments during 2024 related to the migration of mobile customers to our network.
•Project-related and other: The organic increases are primarily due to higher costs associated with portability and identity protection services.
Liberty Costa Rica. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Costa Rica segment.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Programming and copyright
$
9.4
$
8.3
$
1.1
$
0.3
$
0.8
Interconnect
6.6
8.1
(1.5)
0.3
(1.8)
Equipment
15.2
11.9
3.3
0.4
2.9
Project-related and other
0.7
—
0.7
—
0.7
Total programming and other direct costs of services
$
31.9
$
28.3
$
3.6
$
1.0
$
2.6
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Programming and copyright
$
28.0
$
25.1
$
2.9
$
1.5
$
1.4
Interconnect
22.0
24.6
(2.6)
1.3
(3.9)
Equipment
45.3
34.7
10.6
2.5
8.1
Project-related and other
1.2
—
1.2
—
1.2
Total programming and other direct costs of services
$
96.5
$
84.4
$
12.1
$
5.3
$
6.8
56
•Interconnect: The organic decreases are primarily due to lower (i) rates, (ii) volumes of long-distance and international traffic, and (iii) commission costs associated with prepaid mobile distributors.
•Equipment: The organic increases are primarily due to the net effect of (i) higher CPE costs associated with sales growth, (ii) higher handset costs associated with increased unit costs and (iii) the positive impact of FX associated with non-CRC denominated handset costs.
Other operating costs and expenses
Other operating costs and expenses 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 and other Employee Incentive Plan-related expense that relates to (i) equity awards issued to our employees and Directors, (ii) certain bonuses that are paid in the form of equity and (iii) our LTVP, whether settled in common shares or cash.
Consolidated.The following tables set forth the organic and non-organic changes in other operating costs and expenses on a consolidated basis.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
Personnel and contract labor
$
141.5
$
130.8
$
10.7
$
—
$
—
$
10.7
Network-related
59.2
65.2
(6.0)
0.1
—
(6.1)
Service-related
63.3
52.3
11.0
0.2
0.4
10.4
Commercial
46.1
47.1
(1.0)
0.4
0.2
(1.6)
Facility, provision, franchise and other
144.1
142.9
1.2
0.5
—
0.7
Share-based compensation and other Employee Incentive Plan-related expense
15.9
24.1
(8.2)
—
—
(8.2)
Total other operating costs and expenses
$
470.1
$
462.4
$
7.7
$
1.2
$
0.6
$
5.9
57
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
An acquisition
Organic
in millions
Personnel and contract labor
$
441.5
$
418.1
$
23.4
$
2.8
$
—
$
20.6
Network-related
186.8
193.6
(6.8)
2.0
—
(8.8)
Service-related
200.4
162.6
37.8
1.2
0.4
36.2
Commercial
146.0
136.2
9.8
2.4
0.2
7.2
Facility, provision, franchise and other
448.1
427.1
21.0
3.9
—
17.1
Share-based compensation and other Employee Incentive Plan-related expense
58.9
77.8
(18.9)
—
—
(18.9)
Total other operating costs and expenses
$
1,481.7
$
1,415.4
$
66.3
$
12.3
$
0.6
$
53.4
C&W Caribbean. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our C&W Caribbean segment.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Personnel and contract labor
$
50.5
$
47.3
$
3.2
$
(0.2)
$
3.4
Network-related
32.8
35.9
(3.1)
(0.2)
(2.9)
Service-related
16.9
19.2
(2.3)
(0.1)
(2.2)
Commercial
10.1
11.8
(1.7)
(0.1)
(1.6)
Facility, provision, franchise and other
36.6
38.1
(1.5)
(0.4)
(1.1)
Share-based compensation and other Employee Incentive Plan-related expense
4.0
5.2
(1.2)
—
(1.2)
Total other operating costs and expenses
$
150.9
$
157.5
$
(6.6)
$
(1.0)
$
(5.6)
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Personnel and contract labor
$
153.2
$
153.4
$
(0.2)
$
(0.5)
$
0.3
Network-related
101.8
101.9
(0.1)
(0.5)
0.4
Service-related
49.8
56.7
(6.9)
(0.1)
(6.8)
Commercial
32.6
34.0
(1.4)
(0.2)
(1.2)
Facility, provision, franchise and other
120.2
114.4
5.8
(0.4)
6.2
Share-based compensation and other Employee Incentive Plan-related expense
12.1
14.6
(2.5)
—
(2.5)
Total other operating costs and expenses
$
469.7
$
475.0
$
(5.3)
$
(1.7)
$
(3.6)
•Personnel and contract labor: The organic changes are primarily due to the net effect of (i) higher salaries and related personnel costs, (ii) higher capitalized labor, (iii) higher bonus-related expense, and (iv) lower headcount.
•Network-related: The organic changes are primarily due to lower power costs driven by a decrease in consumption and rates. During the nine-month comparison, this decrease was offset by the negative impact of an accrual release during the second quarter of 2023 related to leased line costs that resulted from the renegotiation of pole rental contracts.
58
•Service-related: The organic decreases are primarily due to declines in professional services associated with the renegotiation or termination of certain vendor contracts.
•Facility, provision, franchise and other: The organic decrease during the three-month comparison is primarily due to the net effect of (i) Hurricane Beryl-related restoration costs, (ii) lower bad debt expense impacted by the recovery of amounts from a large customer, and (iii) lower facilities costs associated with the Tower Transactions. The increase during the nine-month comparison is primarily due to the net effect of (i) the negative impact associated with a tax-related assessment received in one of our markets during the second quarter of 2024, (ii) higher bad debt expense, (iii) Hurricane Beryl-related restoration costs, (iv) lower facilities costs associated with the Tower Transactions, and (v) higher franchise fees.
C&W Panama. The following tables set forth the changes in other operating costs and expenses for our C&W Panama segment.
Three months ended September 30,
Increase (decrease)
2024
2023
in millions
Personnel and contract labor
$
19.7
$
19.5
$
0.2
Network-related
13.5
13.9
(0.4)
Service-related
5.1
4.5
0.6
Commercial
6.9
6.2
0.7
Facility, provision, franchise and other
15.9
20.1
(4.2)
Share-based compensation and other Employee Incentive Plan-related expense
1.2
0.6
0.6
Total other operating costs and expenses
$
62.3
$
64.8
$
(2.5)
Nine months ended September 30,
Increase (decrease)
2024
2023
in millions
Personnel and contract labor
$
60.6
$
62.7
$
(2.1)
Network-related
39.9
40.8
(0.9)
Service-related
14.5
13.1
1.4
Commercial
23.5
20.7
2.8
Facility, provision, franchise and other
49.9
66.6
(16.7)
Share-based compensation and other Employee Incentive Plan-related expense
5.6
2.9
2.7
Total other operating costs and expenses
$
194.0
$
206.8
$
(12.8)
•Personnel and contract labor: The decrease during the nine month comparison is primarily due to lower headcount levels following the execution of certain restructuring plans.
•Commercial: The increases are primarily due to higher marketing and commissions expense associated with efforts to obtain customers from a competitor following their exit from the market.
•Facility, provision, franchise and other: The decreases are primarily due to (i) lower facilities costs, mainly from synergies attained following the Claro Panama Acquisition and (ii) lower bad debt expense.
59
Liberty Networks. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our Liberty Networks segment.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Personnel and contract labor
$
11.4
$
11.1
$
0.3
$
—
$
0.3
Network-related
12.3
11.4
0.9
0.1
0.8
Service-related
2.1
1.4
0.7
—
0.7
Commercial
0.2
0.3
(0.1)
—
(0.1)
Facility, provision, franchise and other
9.4
6.7
2.7
(0.2)
2.9
Share-based compensation and other Employee Incentive Plan-related expense
0.5
0.6
(0.1)
—
(0.1)
Total other operating costs and expenses
$
35.9
$
31.5
$
4.4
$
(0.1)
$
4.5
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Personnel and contract labor
$
36.1
$
33.5
$
2.6
$
2.0
$
0.6
Network-related
35.7
32.8
2.9
0.8
2.1
Service-related
6.4
3.7
2.7
0.2
2.5
Commercial
1.3
1.4
(0.1)
—
(0.1)
Facility, provision, franchise and other
27.4
19.0
8.4
0.7
7.7
Share-based compensation and other Employee Incentive Plan-related expense
2.4
2.8
(0.4)
—
(0.4)
Total other operating costs and expenses
$
109.3
$
93.2
$
16.1
$
3.7
$
12.4
•Network-related: The increases are primarily due to higher maintenance costs.
•Service-related: The increases are primarily due to higher outsourcing and software upgrade expenses.
•Facility, provision, franchise and other: The increases are primarily due to higher bad debt expense, mostly driven by adjustments for two large customers during the second and third quarters of 2024.
60
Liberty Puerto Rico. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our Liberty Puerto Rico segment.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
An acquisition
Organic
in millions
Personnel and contract labor
$
39.3
$
39.2
$
0.1
$
—
$
0.1
Network-related
7.6
12.2
(4.6)
—
(4.6)
Service-related
27.5
17.8
9.7
0.4
9.3
Commercial
12.8
13.2
(0.4)
0.2
(0.6)
Facility, provision, franchise and other
52.5
54.8
(2.3)
—
(2.3)
Share-based compensation and other Employee Incentive Plan-related expense
1.0
2.4
(1.4)
—
(1.4)
Total other operating costs and expenses
$
140.7
$
139.6
$
1.1
$
0.6
$
0.5
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
An acquisition
Organic
in millions
Personnel and contract labor
$
128.1
$
113.5
$
14.6
$
—
$
14.6
Network-related
32.2
37.8
(5.6)
—
(5.6)
Service-related
96.8
54.5
42.3
0.4
41.9
Commercial
41.5
36.1
5.4
0.2
5.2
Facility, provision, franchise and other
164.5
152.3
12.2
—
12.2
Share-based compensation and other Employee Incentive Plan-related expense
5.4
5.9
(0.5)
—
(0.5)
Total other operating costs and expenses
$
468.5
$
400.1
$
68.4
$
0.6
$
67.8
•Personnel and contract labor: The organic increase for the nine-month comparison is primarily due to the net effect of (i) increases resulting from the receipt of payroll tax credits during the first and second quarters of 2023 awarded to businesses that continued to pay employees or that experienced significant declines in gross receipts during the COVID-19 pandemic, (ii) higher salaries and related personnel costs, (iii) higher severance-related expenses and (iv) lower bonus-related expenses.
•Network-related: The organic decreases are primarily due to the termination of a transition service agreement during the first half of 2024.
•Service-related: The organic increases are primarily due to (i) higher service-related integration costs associated with the migration of customers to our mobile network following the AT&T Acquisition and (ii) increases in information technology service and license expenses, as we have transitioned mobile customers acquired from AT&T to our internal systems.
•Commercial: The organic increase for the nine-month comparison is primarily due to higher call center costs.
•Facility, provision, franchise and other: The organic changes are primarily due to the net effect of (i) higher bad debt expense impacted by billing and collection issues experienced during and following the migration of customers to our mobile network and associated systems, (ii) increased collection costs and (iii) decreases due to the substantial termination of a transition services agreement during the first half of 2024.
61
Liberty Costa Rica. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our Liberty Costa Rica segment.
Three months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Personnel and contract labor
$
8.3
$
6.7
$
1.6
$
0.2
$
1.4
Network-related
9.6
10.4
(0.8)
0.3
(1.1)
Service-related
6.2
6.1
0.1
0.3
(0.2)
Commercial
16.1
15.6
0.5
0.5
—
Facility, provision, franchise and other
22.6
17.6
5.0
0.7
4.3
Share-based compensation and other Employee Incentive Plan-related expense
0.4
1.1
(0.7)
—
(0.7)
Total other operating costs and expenses
$
63.2
$
57.5
$
5.7
$
2.0
$
3.7
Nine months ended September 30,
Increase (decrease)
Increase (decrease) from:
2024
2023
FX
Organic
in millions
Personnel and contract labor
$
24.1
$
24.1
$
—
$
1.3
$
(1.3)
Network-related
30.4
30.3
0.1
1.7
(1.6)
Service-related
19.1
18.1
1.0
1.1
(0.1)
Commercial
47.1
44.0
3.1
2.6
0.5
Facility, provision, franchise and other
65.3
52.9
12.4
3.6
8.8
Share-based compensation and other Employee Incentive Plan-related expense
1.1
1.6
(0.5)
—
(0.5)
Total other operating costs and expenses
$
187.1
$
171.0
$
16.1
$
10.3
$
5.8
•Personnel and contract labor: The organic decrease during the nine-month comparison is primarily due to lower salaries and related personnel costs driven by a reduction in headcount associated with restructuring plans. During the three-month comparison, the increase is driven by (i) higher bonus costs and (ii) higher salaries due to an increase in headcount.
•Network-related: The organic decreases are primarily due to the net impact of (i) higher maintenance costs, (ii) lower power costs, and (iii) lower subsea capacity charges.
•Facility, provision, franchise and other: The organic increases are primarily due to (i) increases in bad debt expense, mainly associated with installment receivables on equipment sales, and (ii) higher operating lease expense associated with an increase in tower leases.
62
Corporate. The following tables set forth the changes in other operating costs and expenses for our corporate operations.
Three months ended September 30,
Increase (decrease)
2024
2023
in millions
Personnel and contract labor
$
13.1
$
7.1
$
6.0
Service-related
6.5
3.4
3.1
Facility, provision, franchise and other
6.5
7.2
(0.7)
Share-based compensation and other Employee Incentive Plan-related expense
8.8
14.3
(5.5)
Total other operating costs and expenses
$
34.9
$
32.0
$
2.9
Nine months ended September 30,
Increase (decrease)
2024
2023
in millions
Personnel and contract labor
$
39.4
$
31.0
$
8.4
Service-related
16.8
16.6
0.2
Facility, provision, franchise and other
21.0
26.1
(5.1)
Share-based compensation and other Employee Incentive Plan-related expense
32.3
50.1
(17.8)
Total other operating costs and expenses
$
109.5
$
123.8
$
(14.3)
•Personnel and contract labor: The increases are primarily due to (i) higher bonus-related expense and (ii) lower capitalized labor.
•Service-related: The changes are primarily due to the net effect of higher professional services costs and other insignificant changes across other service-related cost categories.
•Facility, provision, franchise and other: The decrease during the nine-month comparison is primarily due to insurance costs recognized during 2023 associated with (i) cable breaks that occurred during the first quarter of 2023 and (ii) business interruption claims submitted by our Liberty Puerto Rico business during the second quarter of 2023.
Results of Operations (below Adjusted OIBDA)
Depreciation and amortization
Our depreciation and amortization expense increased $15 million or 6% and $24 million or 3% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. The increases are primarily due to the net effect of (i) increases in property and equipment additions,primarily associated with baseline-related additions, the installation of CPE and the expansion and upgrade of our networks and other capital initiatives and (ii) decreases associated with customer relationship assets becoming fully amortized in C&W Panama.
63
Impairment, restructuring and other operating items, net
The details of our impairment, restructuring and other operating items, net, are as follows:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Impairment charges (a)
$
511.5
$
8.2
$
520.0
$
55.8
Restructuring charges (b)
12.2
2.7
27.0
30.2
Other operating items, net (c)
(2.3)
0.2
6.6
(4.4)
Total
$
521.4
$
11.1
$
553.6
$
81.6
(a)The 2024 amounts primarily relate to the impairment of the goodwill balance at Liberty Puerto Rico, as further described in note 7 to our condensed consolidated financial statements. The 2023 amounts primarily relate to the impairment of certain operating lease right-of-use assets, predominantly related to decommissioned tower leases at C&W Panama.
(b)Amounts primarily include employee severance and termination costs related to reorganization activities at (i) C&W Panama for the 2024 periods,and (ii) C&W Caribbean and C&W Panama for the 2023 periods. For the nine months ended September 30, 2024, the amount also includes reorganization activities at Liberty Puerto Rico.
(c)Amounts primarily include the net effect of direct acquisition costs and gains on asset dispositions.
Interest expense
Our interest expense increased $7 million and $23 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. The increases are primarily attributable to (i) increases in our average outstanding debt balances, mainly driven by debt associated with the Tower Transactions and the activity during 2024 on our revolving credit facilities, and (ii) for the nine-month comparison, higher weighted-average interest rates.
For additional information regarding our outstanding indebtedness, including the Tower Transactions, see note 10to 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 6 to our condensed consolidated financial statements, we use derivative instruments to manage our interest rate risks.
64
Realized and unrealized gains or losses on derivative instruments, net
Our realized and unrealized gains or losses on derivative instruments primarily include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Interest rate derivative contracts (a)
$
(64.2)
$
60.1
$
21.7
$
99.8
Foreign currency forward contracts and other (b)
(3.1)
(5.0)
(3.8)
(23.9)
Weather Derivatives (c)
36.0
(7.6)
21.1
(23.1)
Total
$
(31.3)
$
47.5
$
39.0
$
52.8
(a)The gains (losses) during the three and nine months ended September 30, 2024 and 2023 are primarily attributable to changes in interest rates and, for the 2024 periods, the impact of amendments to certain interest rate derivative contracts within our C&W and Liberty Puerto Rico borrowing groups.
(b)The losses during the three and nine months ended September 30, 2024 and 2023 are primarily attributable to changes in FX rates due to the value of the CRC relative to the U.S. dollar.
(c)Amounts represent the amortization of premiums associated with our Weather Derivatives and, for the 2024 periods, a net gain associated with the receipt of $44 million in net third-party proceeds from the Hurricane Beryl settlement, as further described in note 6 to our condensed consolidated financial statements.
For additional information concerning our derivative instruments, see notes 3 and 6 to our condensed consolidated financial statements and Item 3. Quantitative and Qualitative Disclosures about Market Risk below.
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 transactiongains (losses), net, are as follows:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
U.S. dollar-denominated debt issued by non-U.S. dollar functional currency entities (a)
$
5.3
$
7.2
$
1.2
$
39.9
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency
(7.9)
(1.0)
(19.7)
5.2
Other (b)
(5.0)
(2.5)
(12.2)
1.1
Total
$
(7.6)
$
3.7
$
(30.7)
$
46.2
(a) The changes are primarily related to a CRC 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.
65
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 gains (losses) on debt extinguishment, net, of nil and ($0.3 million) during the three and nine months ended September 30, 2024, respectively, and $0.3 million and ($4 million) during the three and nine months ended September 30, 2023, respectively. The net loss during the nine months ended September 30, 2024 is associated with the repurchase of the Convertible Notes. The activity during the 2023 periods is due to the net effect of (i) losses associated with refinancing activity at Liberty Costa Rica during January 2023 and (ii) net gains during the three and nine month periods associated with the partial repurchase of the Convertible Notes.
For additional information concerning our debt repurchases and repayments, see note 10 to our condensed consolidated financial statements.
Income tax benefit or expense
We recognized income tax benefit (expense) of $146 million and ($10 million) during the three months ended September 30, 2024 and 2023, respectively, and $177 million and ($52 million) during the nine months ended September 30, 2024 and 2023, respectively.
For the three and nine months ended September 30, 2024, the income tax benefit attributable to our lossbefore income taxes differs from the amounts computed using the statutory tax rate, primarily due to the beneficial effects of international rate differences, net decreases in valuation allowances and permanent tax differences, such as non-taxable income. These beneficial effects were partially offset by the detrimental effects of non-deductible goodwill impairment, permanent tax differences, such as non-deductible expenses and inclusion of withholding taxes on cross-border payments. For the three months ended September 30, 2024, our income tax benefit reflects our estimate of global minimum tax which has been reduced for changes in legislative landscape and updated current and forecasted operating results. For the nine months ended September 30, 2024, our income tax benefit reflects effects of net legislative increase to the statutory tax rate in Barbados and the net detrimental effects of the inclusion of global minimum tax.
For the three and nine months ended September 30, 2023, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of net increases in valuation allowances, negative effects of permanent tax differences, such as non-deductible expenses and inclusion of withholding taxes on cross-border payments.These negative impacts to our effective tax rate were partially offset by the beneficial effects of international rate differences and permanent tax differences, such as non-taxable income.
For additional information regarding our income taxes, see note 15 to our condensed consolidated financial statements.
Net earnings or loss
The following table sets forth selected summary financial information of our net earnings (loss):
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
in millions
Operating income (loss)
$
(379.6)
$
162.7
$
(176.0)
$
404.7
Net non-operating expenses
$
(195.2)
$
(104.4)
$
(467.0)
$
(356.9)
Income tax benefit (expense)
$
145.7
$
(10.4)
$
176.5
$
(51.9)
Net earnings (loss)
$
(429.1)
$
47.9
$
(466.5)
$
(4.1)
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
66
more than offsets the aggregate amount of our (i) share-based compensation and other Employee Incentive Plan-related 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 September 30, 2024, we have three primary “borrowing groups,” which include the respective restricted parent and subsidiary entities of C&W, Liberty Puerto Rico and Liberty Costa Rica. Our borrowing groups, which typically generate cash from operating activities, held a significant portion of our consolidated cash and cash equivalents at September 30, 2024. 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 10 to our consolidated financial statements included in our 2023 Form 10-K.
Cash and cash equivalents
The details of the U.S. dollar equivalent balances of our cash and cash equivalents at September 30, 2024 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)
$
12.1
Unrestricted subsidiaries (b)
62.1
Total Liberty Latin America and unrestricted subsidiaries
74.2
Borrowing groups (c):
C&W (d)
479.0
Liberty Puerto Rico
26.7
Liberty Costa Rica
8.7
Total borrowing groups
514.4
Total cash and cash equivalents
$
588.6
(a)Represents the amount held by Liberty Latin America on a standalone basis.
(b)Represents the aggregate amount held by subsidiaries of Liberty Latin America that are outside of our borrowing groups.All of these companies rely on funds provided by our borrowing groups to satisfy their liquidity needs.
(c)Represents the aggregate amounts held by the parent entity of the applicable borrowing group and their restricted subsidiaries.
(d)Includes $91 million and $45 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
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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 nine months ended September 30, 2024, the aggregate value of our share repurchases was $83 million. For additional information regarding our Share Repurchase Program, see note 12 to our condensed consolidated financial statements and Part II—Item 2 Unregistered Sales of Equity Securities and Use of Proceeds below.
Liquidity and capital resources of borrowing groups
The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at September 30, 2024, see note 10 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 6to 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 by incurrence-based and/or maintenance-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Covenant EBITDA of one of our borrowing groups were to decline, our ability to support or obtain additional debt in that borrowing group could be limited. No assurance can be given that we would have sufficient sources of liquidity, or that any external funding would be available on favorable terms, or at all, to fund any such required repayment. At September 30, 2024, each of our borrowing groups was in compliance with its debt covenants. We do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.
At September 30, 2024, the outstanding principal amount of our debt, together with our finance lease obligations, aggregated $8,212 million, including (i) $550 millionthat is classified as current in our condensed consolidated balance sheet and (ii) $7,604 million that is not due until 2027 or thereafter. All of our debt and finance lease obligations have been borrowed or incurred by our subsidiaries at September 30, 2024. Included in the outstanding principal amount of our debt at September 30, 2024 is (i) $325 million of vendor financing obligations, which we use to finance certain of our operating expenses and property and equipment additions and are generally due within one year, other than for certain licensing arrangements that generally are due over the term of the related license, and (ii) $245 million of finance obligations related to the Tower Transactions. For additional information concerning our debt, including our debt maturities, see note 10 to our condensed consolidated financial statements.
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The weighted average interest rate in effect at September 30, 2024 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin, was 7.2%. 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 September 30, 2024 was as follows:
Borrowing group
Decrease to borrowing costs
C&W
(1.5)
%
Liberty Puerto Rico
(0.7)
%
Liberty Costa Rica
—
%
Liberty Latin America borrowing groups
(1.1)
%
Including the effects of derivative instruments, original issue premiums or discounts, and commitment fees, but excluding the impact of financing costs, the weighted average interest rate on our indebtedness was 6.1% at September 30, 2024.
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.
Condensed Consolidated Statements of Cash Flows
General. Our cash flows are subject to variations due to FX.
Summary. Our condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 are summarized as follows:
Nine months ended September 30,
2024
2023
Change
in millions
Net cash provided by operating activities
$
357.7
$
506.5
$
(148.8)
Net cash used by investing activities
(513.3)
(452.5)
(60.8)
Net cash used by financing activities
(233.5)
(254.9)
21.4
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(6.2)
(5.3)
(0.9)
Net decrease in cash, cash equivalents and restricted cash
$
(395.3)
$
(206.2)
$
(189.1)
Operating Activities. The decrease in cash provided by operating activities is primarily due to the net effect of (i) a decline in Adjusted OIBDA, (ii)higher payments for interest,(iii) higher payments for taxes and(iv) a net increase from other working capital-related items, which includes $44 million in proceeds that resulted from a claim pursuant to our Weather Derivatives in connection with Hurricane Beryl.
Investing Activities. The cash used by investing activities during the nine months ended September 30, 2024 and 2023 primarily relates to(i) capital expenditures, as further discussed below, and (ii) the purchase of additional investments. Cash used during 2024 also includes the first installment payment for the LPR Acquisition, as further described in note 4 to our condensed consolidated financial statements.
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The capital expenditures, net, that we report in our condensed consolidated statements of cash flows, which relates to cash paid for property and equipment, do 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, net, as reported in our condensed consolidated statements of cash flows, is set forth below:
Nine months ended September 30,
2024
2023
in millions
Property and equipment additions
$
485.2
$
524.3
Assets acquired under capital-related vendor financing arrangements
(117.5)
(117.7)
Changes in current liabilities related to capital expenditures and other
9.0
16.3
Capital expenditures, net
$
376.7
$
422.9
The decreasein our property and equipment additions during the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to decreases related to CPE and baseline additions. During the nine months ended September 30, 2024 and 2023, our property and equipment additions represented14.7%and15.7%of revenue, respectively.
Financing Activities. During the nine months ended September 30, 2024, we used $234 million in cash for financing activities, primarily due to(i) $151 million in net debt repayments,(ii) $83 million of cash outflows associated with the repurchase of Liberty Latin America common shares, (iii) $43 million of net cash inflows related to derivative instruments, primarily related to the amendment of certain interest rate derivative contracts at C&W Caribbean and Liberty Puerto Rico, and (iv) $23 million in payments related to distributions to a noncontrolling interest owner in C&W Bahamas and C&W Panama. During the nine months ended September 30, 2023, we used $255 million of cash for financing activities, primarily due to (i) $111 million in cash outflows associated with the repurchase of Liberty Latin America common shares, (ii) $99 million in net debt repayments, (iii) $41 million in payments related to distributions to noncontrolling interest owners in C&W Panama and C&W Bahamas, and (iv) $15 million of payments for financing costs and debt premiums, primarily associated with refinancing activity at Liberty Costa Rica. For additional information regarding our financing activities during the nine months ended September 30, 2024 and 2023, see note 10 to our condensed consolidated financial statements.
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 operating lease obligations and debt, see notes 9 and 10, respectively, to our condensed consolidated financial statements. In addition, we have commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding projected cash flows associated with our derivative instruments, see Item 3. Quantitative and Qualitative Disclosures About Market Risk—Projected Cash Flows Associated with Derivative Instruments below. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during the nine months ended September 30, 2024 and 2023, see note 6 to our condensed consolidated financial statements. For additional information concerning our other contractual commitments, see note 4 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 2023 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 relationships between the (i) CRC and JMD and (ii) the U.S. dollar, which is our reporting currency, are shown below, per one U.S. dollar:
September 30, 2024
December 31, 2023
Spot rates:
CRC
519.80
523.04
JMD
157.26
154.35
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Average rates:
CRC
523.03
540.17
517.01
547.80
JMD
156.51
153.81
155.42
153.22
Interest Rate Risks
In general, we seek to enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt. Accordingly, we have entered into various derivative transactions to reduce exposure to increases in interest rates. We use interest rate derivative contracts to exchange, at specified intervals, the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional principal amount. At September 30, 2024, we paid a fixed or capped rate of interest on 95% 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 6 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 3 and 6 to our condensed consolidated financial statements.
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C&W Interest Rate Derivative Contracts
Holding all other factors constant, at September 30, 2024, 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 $61 million ($61 million).
Liberty Puerto Rico Interest Rate Derivative Contracts
Holding all other factors constant, at September 30, 2024, 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 $20 million ($18 million).
Projected Cash Flows Associated with Derivative Instruments
The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of September 30, 2024. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments or receipts required in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see note 6 to our condensed consolidated financial statements.
(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 2023 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 September 30, 2024. As remediation is not completed, the Executives concluded that our disclosure controls and procedures continue to be ineffective as of September 30, 2024.
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 2023 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:
•designed and implemented additional manual procedures and controls to enhance our internal control process through a combination of preventative and detective controls, and
•held trainings to reinforce control concepts and responsibilities for control performers.
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PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, our subsidiaries and affiliates have become involved in litigation relating to claims arising out of their operations in the normal course of business. For additional information, see note 17 to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q.
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c)Issuer Purchases of Equity Securities
On May 8, 2023, our Directors approved $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. On May 7, 2024, our Directors authorized us to repurchase from time to time up to an additional $200 million of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2026 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. During June 2024, we entered into capped call option contracts, pursuant to which we have purchased capped call options on a number of Class A and Class C common shares, which can result in the receipt of cash or shares at our election. For information about our capped call option contracts, see note 12 to our condensed consolidated financial statements.
There were no repurchases of our Class A or C common shares during the three months ended September 30, 2024. At September 30, 2024, the remaining amount authorized for repurchases under the Share Repurchase Program was $242 million, which is net of the premium associated with the capped call option contracts.
Item 5. OTHER INFORMATION
(c) Insider Trading Arrangements and Policies
During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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):
Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
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** Furnished herewith
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Liberty Latin America hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibit so furnished.
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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.