UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q



þ☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, ~~2018~~2020



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

Commission file ~~number~~ number: 001-38335

Liberty Latin America Ltd.

(Exact name of Registrant as specified in its charter)



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

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

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

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Class A Shares, par value $0.01 per share	LILA	The NASDAQ Stock Market LLC
Class C Shares, par value $0.01 per share	LILAK	The NASDAQ Stock Market LLC

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

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

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



Large Accelerated Filer¨	☑	Accelerated Filer ¨	☐	Non-Accelerated Filerþ ~~(Do not check if a smaller reporting company)~~	☐
Smaller Reporting Company¨	☐	Emerging Growth Company¨	☐

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

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



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

The number of outstanding common shares of Liberty Latin America Ltd. as of April ~~30, 2018~~28, 2020 was: ~~48,441,023~~49,003,226 Class A; ~~1,936,035~~1,934,057 Class B; and ~~120,859,778~~131,601,021 Class C.

LIBERTY LATIN AMERICA LTD.

TABLE OF CONTENTS



		Page Number
	PART I - FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of March 31, ~~2018~~2020 and December 31, ~~2017~~2019 (unaudited)	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, ~~2018~~2020 and ~~2017~~2019 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, ~~2018~~2020 and ~~2017~~2019 (unaudited)	4
	Condensed Consolidated ~~Statement~~Statements of Equity for the Three Months Ended March 31, ~~2018~~2020 and 2019 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2018~~2020 and ~~2017~~2019 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3332
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5453
Item 4.	CONTROLS AND PROCEDURES	5655
	PART II - OTHER INFORMATION
Item 1A.	RISK FACTORS	56
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	58
Item 6.	EXHIBITS	5759

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

March 31,
2018 December 31,
2017

in millions
ASSETS
Current assets:
Cash and cash equivalents $ 510.6
$ 529.9
Trade receivables, net of allowances of $142.4 million and $142.2 million, respectively 581.2
556.5
Prepaid expenses 64.8
65.5
Other current assets 245.7
222.9
Total current assets 1,402.3
1,374.8

Goodwill 5,663.6
5,673.6
Property and equipment, net 4,236.2
4,169.2
Intangible assets subject to amortization, net 1,251.6
1,316.2
Intangible assets not subject to amortization 565.9
565.4
Other assets, net 579.4
517.7
Total assets $ 13,699.0
$ 13,616.9



	March 31, 2020		December 31, 2019
	March 31, 2020		December 31, 2019
	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	1,593.3	$	1,183.8
Trade receivables, net of allowances of $99.2 million and $87.3 million, respectively	572.0		585.2
Prepaid expenses	63.7		58.9
Other current assets, net	226.3		227.3
Total current assets	2,455.3		2,055.2

Goodwill	4,808.3		4,906.4
Property and equipment, net	4,163.5		4,301.1
Restricted cash	1,276.4		1,272.2
Intangible assets subject to amortization, net	920.4		969.2
Intangible assets not subject to amortization	558.4		560.8
Other assets, net	1,016.2		872.6
Total assets	$	15,198.5	$	14,937.5

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS – (Continued)

(unaudited)

March 31,
2018 December 31, 2017

in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 276.7
$ 286.8
Deferred revenue 159.3
143.4
Current portion of debt and capital lease obligations 212.3
263.3
Accrued capital expenditures 108.3
128.6
Accrued interest 58.8
115.6
Accrued income taxes 88.7
91.5
Other accrued and current liabilities 691.2
557.7
Total current liabilities 1,595.3
1,586.9
Long-term debt and capital lease obligations 6,207.1
6,108.2
Deferred tax liabilities 516.6
533.4
Other long-term liabilities 783.1
697.8
Total liabilities 9,102.1
8,926.3

Commitments and contingencies

Equity:
Liberty Latin America shareholders:
Class A, $0.01 par value; 500,000,000 shares authorized; 48,438,433 and 48,428,841 shares issued and outstanding, respectively 0.5
0.5
Class B, $0.01 par value; 50,000,000 shares authorized; 1,938,625 and 1,940,193 shares issued and outstanding, respectively —
—
Class C, $0.01 par value; 500,000,000 shares authorized; 120,859,778 and 120,843,539 shares issued and outstanding, respectively 1.2
1.2
Undesignated preference shares, $0.01 par value; 50,000,000 shares authorized; nil shares issued and outstanding at each period —
—
Additional paid-in capital 4,397.5
4,402.8
Accumulated deficit (1,066.3 ) (1,010.7 )
Accumulated other comprehensive loss, net of taxes (86.2 ) (64.2 )
Total Liberty Latin America shareholders 3,246.7
3,329.6
Noncontrolling interests 1,350.2
1,361.0
Total equity 4,596.9
4,690.6
Total liabilities and equity $ 13,699.0
$ 13,616.9



	March 31, 2020			December 31, 2019
	March 31, 2020			December 31, 2019
	in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	272.4		$	346.6
Current portion of deferred revenue	137.8			160.9
Current portion of debt and finance lease obligations	281.2			180.2
Accrued capital expenditures	57.1			72.1
Accrued interest	115.7			132.6
Accrued payroll and employee benefits	68.5			88.9
Other accrued and current liabilities	615.7			594.7
Total current liabilities	1,548.4			1,576.0
Long-term debt and finance lease obligations	8,548.7			8,189.8
Deferred tax liabilities	390.8			401.8
Deferred revenue	205.5			210.9
Other long-term liabilities	695.7			579.1
Total liabilities	11,389.1			10,957.6

Commitments and contingencies

Equity:
Liberty Latin America shareholders:
Class A, $0.01 par value; 500,000,000 shares authorized; 49,031,543 and 48,976,205 shares issued and outstanding, respectively, at March 31, 2020 and 48,795,552 shares issued and outstanding at December, 31, 2019	0.5			0.5
Class B, $0.01 par value; 50,000,000 shares authorized; 1,934,057 shares issued and outstanding at March 31, 2020 and 1,934,686 shares issued and outstanding at December 31, 2019	—			—
Class C, $0.01 par value; 500,000,000 shares authorized; 131,671,137 and 131,556,162 shares issued and outstanding, respectively, at March 31, 2020 and 131,181,371 shares issued and outstanding at December 31, 2019	1.3			1.3
Undesignated preference shares, $0.01 par value; 50,000,000 shares authorized; nil shares issued and outstanding at each period	—			—
Treasury shares, at cost; 170,313 and nil shares, respectively	(1.7		)	—
Additional paid-in capital	4,592.2			4,569.9
Accumulated deficit	(1,628.0		)	(1,447.1		)
Accumulated other comprehensive loss, net of taxes	(21.0		)	(14.8		)
Total Liberty Latin America shareholders	2,943.3			3,109.8
Noncontrolling interests	866.1			870.1
Total equity	3,809.4			3,979.9
Total liabilities and equity	$	15,198.5		$	14,937.5

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020			2019
	in millions						in millions, except per share amounts

Revenue	$	909.9		$	910.9		$	931.0		$	942.7
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services	215.8			221.9			210.8			225.4
Other operating	166.5			170.5			184.8			172.8
Selling, general and administrative (SG&A)	193.3			176.4			195.3			193.4
Depreciation and amortization	202.3			193.9			213.5			217.3
Impairment, restructuring and other operating items, net	33.7			13.4			18.8			20.5
	811.6			776.1			823.2			829.4
Operating income	98.3			134.8			107.8			113.3
Non-operating income (expense):
Interest expense	(102.5		)	(94.3		)	(143.3		)	(115.7		)
Realized and unrealized losses on derivative instruments, net	(41.5		)	(27.3		)
Foreign currency transaction gains, net	15.9			14.5
Loss on debt modification and extinguishment	(13.0		)	—
Realized and unrealized gains (losses) on derivative instruments, net							17.4			(69.0		)
Foreign currency transaction gains (losses), net							(164.3		)	32.2
Losses on debt modification and extinguishment							(3.4		)	—
Other income, net	5.3			6.0			6.8			2.4
	(135.8		)	(101.1		)	(286.8		)	(150.1		)
Earnings (loss) before income taxes	(37.5		)	33.7
Loss before income taxes							(179.0		)	(36.8		)
Income tax expense	(16.8		)	(23.1		)	(5.6		)	(4.4		)
Net earnings (loss)	(54.3		)	10.6
Net loss							(184.6		)	(41.2		)
Net loss (earnings) attributable to noncontrolling interests	9.8			(16.4		)	3.9			(0.5		)
Net loss attributable to Liberty Latin America shareholders	$	(44.5	)	$	(5.8	)	$	(180.7	)	$	(41.7	)

Basic and diluted net loss per share attributable to Liberty Latin America shareholders	$	(0.26	)	$	(0.03	)	$	(0.99	)	$	(0.23	)

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020			2019
	in millions						in millions

Net earnings (loss)	$	(54.3	)	$	10.6
Other comprehensive loss, net of taxes:
Net loss							$	(184.6	)	$	(41.2	)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	(31.8		)	(10.6		)	(4.7		)	12.3
Reclassification adjustments included in net earnings (loss)	1.6			1.0
Reclassification adjustments included in net loss							(2.8		)	(1.3		)
Pension-related adjustments and other, net	0.9			(3.5		)	1.1			(1.0		)
Other comprehensive loss	(29.3		)	(13.1		)
Other comprehensive earnings (loss)							(6.4		)	10.0
Comprehensive loss	(83.6		)	(2.5		)	(191.0		)	(31.2		)
Comprehensive loss (earnings) attributable to noncontrolling interests	10.3			(15.9		)	4.1			(0.8		)
Comprehensive loss attributable to Liberty Latin America shareholders	$	(73.3	)	$	(18.4	)	$	(186.9	)	$	(32.0	)

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF EQUITY

(unaudited)


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

Balance at January 1, 2018, before effect of accounting change	$	0.5	$	—	$	1.2	$	4,402.8		$	(1,010.7	)	$	(64.2	)	$	3,329.6		$	1,361.0		$	4,690.6
Balance at January 1, 2019																									$	0.5	$	—	$	1.3	$	—		$	4,494.1	$	(1,367.0	)	$	(16.3	)	$	3,112.6		$	1,010.8		$	4,123.4
Net loss																									—		—		—		—			—		(41.7		)	—			(41.7		)	0.5			(41.2		)
Other comprehensive earnings																									—		—		—		—			—		—			9.7			9.7			0.3			10.0
Impact of the UTS Acquisition																									—		—		—		—			—		—			—			—			11.6			11.6
Shared-based compensation																									—		—		—		—			14.5		—			—			14.5			—			14.5
Balance at March 31, 2019																									$	0.5	$	—	$	1.3	$	—		$	4,508.6	$	(1,408.7	)	$	(6.6	)	$	3,095.1		$	1,023.2		$	4,118.3

Balance at January 1, 2020																									$	0.5	$	—	$	1.3	$	—		$	4,569.9	$	(1,447.1	)	$	(14.8	)	$	3,109.8		$	870.1		$	3,979.9
Accounting change (note 2)	—		—		—		—			(11.1		)	—			(11.1		)	3.6			(7.5		)	—		—		—		—			—		(0.2		)	—			(0.2		)	0.2			—
Balance at January 1, 2018, as adjusted for accounting change	0.5		—		1.2		4,402.8			(1,021.8		)	(64.2		)	3,318.5			1,364.6			4,683.1
Balance at January 1, 2020, as adjusted for accounting change																									0.5		—		1.3		—			4,569.9		(1,447.3		)	(14.8		)	3,109.6			870.3			3,979.9
Net loss	—		—		—		—			(44.5		)	—			(44.5		)	(9.8		)	(54.3		)	—		—		—		—			—		(180.7		)	—			(180.7		)	(3.9		)	(184.6		)
Other comprehensive loss	—		—		—		—			—			(28.8		)	(28.8		)	(0.5		)	(29.3		)	—		—		—		—			—		—			(6.2		)	(6.2		)	(0.2		)	(6.4		)
C&W Jamaica NCI Acquisition	—		—		—		(12.0		)	—			6.8			(5.2		)	(14.9		)	(20.1		)
Capital contribution from noncontrolling interest owner	—		—		—		—			—			—			—			10.0			10.0
Repurchase of Liberty Latin America common shares																									—		—		—		(1.7		)	—		—			—			(1.7		)	—			(1.7		)
Shared-based compensation	—		—		—		7.4			—			—			7.4			—			7.4			—		—		—		—			21.4		—			—			21.4			—			21.4
UTS NCI Acquisition																									—		—		—		—			0.9		—			—			0.9			—			0.9
Other	—		—		—		(0.7		)	—			—			(0.7		)	0.8			0.1			—		—		—		—			—		—			—			—			(0.1		)	(0.1		)
Balance at March 31, 2018	$	0.5	$	—	$	1.2	$	4,397.5		$	(1,066.3	)	$	(86.2	)	$	3,246.7		$	1,350.2		$	4,596.9
Balance at March 31, 2020																									$	0.5	$	—	$	1.3	$	(1.7	)	$	4,592.2	$	(1,628.0	)	$	(21.0	)	$	2,943.3		$	866.1		$	3,809.4

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020			2019
	in millions						in millions
Cash flows from operating activities:
Net earnings (loss)	$	(54.3	)	$	10.6
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Net loss							$	(184.6	)	$	(41.2	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense	6.5			5.6			23.8			14.7
Depreciation and amortization	202.3			193.9			213.5			217.3
Impairment, restructuring and other operating items, net	33.7			13.4
Impairment							1.7			0.1
Amortization of debt financing costs, premiums and discounts, net	(0.5		)	(3.8		)	7.9			0.6
Realized and unrealized losses on derivative instruments, net	41.5			27.3
Foreign currency transaction gains, net	(15.9		)	(14.5		)
Realized and unrealized losses (gains) on derivative instruments, net							(17.4		)	69.0
Foreign currency transaction losses (gains), net							164.3			(32.2		)
Loss on debt modification and extinguishment	13.0			—			3.4			—
Deferred income tax benefit	(7.5		)	(17.3		)	(20.3		)	(21.6		)
Changes in operating assets and liabilities, net of the effect of an acquisition	(55.6		)	(140.2		)	(77.4		)	(18.9		)
Net cash provided by operating activities	163.2			75.0			114.9			187.8

Cash flows from investing activities:
Capital expenditures	(188.2		)	(124.4		)	(149.2		)	(159.6		)
Cash paid in connection with an acquisition, net of cash acquired							1.8			(160.1		)
Recovery on damaged or destroyed property and equipment							—			33.9
Other investing activities, net	0.4			(2.6		)	0.3			0.3
Net cash used by investing activities	(187.8		)	(127.0		)	(147.1		)	(285.5		)

Cash flows from financing activities:
Borrowings of debt	190.0			136.5			539.6			201.3
Repayments of debt and capital lease obligations	(190.4		)	(73.9		)
Payments of principal amounts of debt and finance lease obligations							(48.8		)	(160.2		)
Payment of financing costs and debt premiums							(25.9		)	—
Repurchase of Liberty Latin America Shares							(1.4		)	—
Distributions to noncontrolling interest owners	—			(14.6		)	(0.7		)	—
Capital contribution from noncontrolling interest owner	10.0			—
Distributions to Liberty Global	—			(18.8		)
Cash payment related to the C&W Jamaica NCI Acquisition	(18.6		)	—
Other financing activities, net	(2.8		)	5.3			(7.4		)	(1.8		)
Net cash provided (used) by financing activities	(11.8		)	34.5
Net cash provided by financing activities							455.4			39.3

Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.1			(0.5		)	(8.5		)	2.5

Net decrease in cash, cash equivalents and restricted cash	(36.3		)	(18.0		)
Net increase (decrease) in cash, cash equivalents and restricted cash							414.7			(55.9		)

Cash, cash equivalents and restricted cash:
Beginning of period	568.2			580.8			2,457.0			642.0
End of period	$	531.9		$	562.8		$	2,871.7		$	586.1

Cash paid for interest	$	156.3		$	168.2		$	145.3		$	155.2
Net cash paid for taxes	$	29.1		$	34.6		$	12.5		$	21.5

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements

March 31, ~~2018~~2020

(unaudited)


(1)	Basis of Presentation

~~General~~

Liberty Latin America Ltd. (Liberty Latin America) is a registered company in Bermuda that primarily includes (i) Cable & Wireless Communications Limited ~~and its subsidiaries~~ (C&W), and its subsidiaries, (ii) VTR Finance B.V. (VTR Finance) and its subsidiaries, which ~~includes~~include VTR.com SpA (VTR), ~~and~~ (iii) ~~LiLAC Communications Inc.~~Leo Cable LP (Leo Cable) and its subsidiaries, which includes Liberty Cablevision of Puerto Rico LLC (LCPR), collectively “Liberty Puerto Rico)”, ~~an entity in which Liberty Latin America owns a 60.0% interest.~~and (iv) LBT CT Communications, S.A. (a less than wholly-owned entity) and its subsidiary, Cabletica S.A. (Cabletica). C&W owns less than 100% of certain of its consolidated subsidiaries, including ~~Cable & Wireless Panama, SA (C&W Panama) (a 49.0%-owned entity that owns most of our operations in Panama),~~ The Bahamas Telecommunications Company Limited ~~(a 49.0%-owned entity that owns all of our operations in the Bahamas) and~~(C&W Bahamas), Cable & Wireless Jamaica Limited (C&W Jamaica) ~~(a 91.7%-owned entity that owns~~, and Cable & Wireless Panama, S.A. (C&W Panama). For information regarding the ~~majority~~percentages of certain of our ~~operations~~less than wholly-owned consolidated subsidiaries, see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview.

We are an international provider of fixed, mobile and subsea telecommunications services. We provide residential and business-to-business (B2B) services in ~~Jamaica).~~(i) over 20 countries, primarily in Latin America and the Caribbean, through C&W, (ii) Chile and Costa Rica, through VTR/Cabletica, and (iii) Puerto Rico, through Liberty Puerto Rico. Through our “Networks & LatAm” business, C&W also provides (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its subsea and terrestrial fiber optic cable networks that connect over 40 markets in that region.

In these notes, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Latin America or collectively to Liberty Latin America and its subsidiaries. Unless otherwise indicated, ownership percentages and convenience translations into United States (U.S.) dollars are calculated as of March 31, 2020.

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by U.S. GAAP or Securities and Exchange Commission rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our ~~2017~~2019 Annual Report on Form 10-K ((the ~~2017~~2019 Form 10-K).

~~These condensed consolidated~~The preparation of financial statements ~~include~~in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~historical financial information~~reported amounts of ~~(i) Liberty Latin America~~assets and ~~its consolidated subsidiaries for~~liabilities at the ~~period following~~date of the ~~Split-Off, as defined below, and (ii) certain former subsidiaries of Liberty Global plc (Liberty Global) for periods prior to the Split-Off. Although Liberty Latin America was reported on a combined basis prior to the Split-Off, these~~ financial statements ~~present all prior periods as consolidated. In these notes, the terms “~~we~~,” “our,” “our company” and “~~us” may refer, as the context requires, to Liberty Latin America or collectively to Liberty Latin America and its subsidiaries. Unless otherwise indicated, ownership percentages and convenience translations into United States (~~U.S.) dollars are calculated as of March 31, 2018.~~

~~We are an international provider of video, broadband internet, fixed-line telephony and mobile services. We provide residential and business-to-business (B2B) services in (i) 18 countries, primarily in Latin America~~ and the ~~Caribbean, through C&W, (ii) Chile through VTR~~reported amounts of revenue and ~~(iii) Puerto Rico through Liberty Puerto Rico. C&W also provides (i) B2B communication services~~expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, expected credit losses, programming and copyright expenses, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, useful lives of long-lived assets and actuarial liabilities associated with certain ~~other countries in Latin America and the Caribbean and (ii) wholesale communication services over its sub-sea and terrestrial fiber optic cable networks that connect over 40 markets in that region.~~benefit plans. Actual results could differ from those estimates.

~~Reclassifications~~

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


(2)	Accounting Changes and Recent Accounting Pronouncements

Accounting Changes

~~Split-off of Liberty Latin America from Liberty Global~~ASU 2018-15

~~On December 29, 2017, Liberty Global completed~~In August 2018, the ~~split-off (the~~ Financial Accounting Standards Board (~~Split-Off~~FASB) of our company, which at such time was one of Liberty Global's wholly-owned subsidiaries. In the Split-Off, 48,428,841 Class A common shares, 1,940,193 Class B common shares and 120,843,539 Class C common shares of Liberty Latin America (collectively issued Accounting Standards Update (~~Liberty Latin America Shares~~ASU) ~~were issued. As~~No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software—Customer’s Accounting for Implementation Costs Incurred in a ~~result of~~Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). ASU 2018-15 provides additional guidance on ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software—Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which was issued to help entities evaluate the ~~Split-Off, Liberty Latin America became an independent, publicly traded company, and its assets and liabilities as of~~accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the ~~time of~~arrangement includes a software license. ASU 2018-15 aligns the ~~Split-Off consisted of the businesses, assets and liabilities~~requirements for capitalizing implementation costs incurred in a hosting arrangement that were formerly attributed to Liberty Global’s “LiLAC Group.” The Split-Off was accounted for at historical cost due to the pro rata distribution of Liberty Latin America Shares to holders of Liberty Global’s LiLAC Shares, as defined below.

~~Several agreements were entered into in connection~~is a service contract with the ~~Split-Off (the~~ ~~Split-Off Agreements~~) between Liberty Latin America, Liberty Global and/or certain of their respective subsidiaries, including the Tax Sharing Agreement, the Reorganization Agreement, the Services Agreement, the Sublease Agreement and the Facilities Sharing Agreement, each as defined and described in note 11.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

~~LiLAC Transaction~~

~~On July 1, 2015, Liberty Global completed~~requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance (i) provides criteria for determining which implementation costs to capitalize as an asset related to the “~~LiLAC Transaction,” pursuant~~service contract and which costs to ~~which each holder of Class A, Class B and Class C Liberty Global ordinary shares (Liberty Global Shares) received one share of the corresponding class of Liberty Global’s LiLAC ordinary shares (LiLAC Shares) for each 20 Liberty Global Shares held as of the record date for such distribution.~~


~~(2)~~	~~Accounting Changes and Recent Accounting Pronouncements~~

~~Accounting Changes~~

~~ASU 2014-09~~

~~In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ (~~ASU 2014-09), which~~expense, (ii) requires an entity (customer) to ~~recognize~~expense the ~~amount~~capitalized implementation costs of ~~revenue to which it expects to be entitled~~a hosting arrangement that is a service contract over the term of the hosting arrangement and (iii) clarifies the presentation requirements for reporting such costs in the ~~transfer of promised goods or services to customers.~~entity’s financial statements. We adopted ASU ~~2014-09~~2018-15 effective January 1, ~~2018~~2020 on a prospective basis for all implementation costs incurred after the date of adoption and it is not expected to have a material impact on our condensed consolidated financial statements.

ASU 2016-13

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments (ASU 2016-13), as amended by ~~recording~~(i) ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which amended certain effective dates, and (ii) ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which clarifies guidance around how to report expected recoveries. ASU 2016-13 replaces the ~~cumulative effect~~incurred loss impairment methodology for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to ~~the opening balance of~~inform credit loss estimates. We are required to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. We adopted ASU 2016-13 effective January 1, 2020 using a modified retrospective approach through a cumulative-effect adjustment to retained earnings to align our ~~accumulated deficit. We applied~~credit loss methodology with the new ~~standard to contracts that were not complete as of January 1, 2018.~~standard. The comparative information has not been restated and continues to be reported under the accounting standards in effect for ~~those periods.~~that period.

~~The most significant impacts of ASU 2014-09~~Under the new model, we segment our receivables, unbilled revenue and contract assets based on ~~our revenue recognition policies relate to our accounting~~days past due and record an allowance for ~~(i) long-term capacity contracts, (ii) subsidized handset plans and (iii) certain installation and other upfront fees,~~current expected credit losses using average rates applied against each ~~as set forth below:~~

account’s applicable aggregate balance for each aging bucket. We ~~enter into certain long-term capacity contracts with customers where~~establish the ~~customer pays the transaction~~average rates based on consideration ~~at inception~~ of the contract. Under previous accounting standards, we did not impute interest for advance payments from customers related to services that are provided over time. Under ASU 2014-09, payment received from a customer significantly in advance of the provision of services is indicative of a financing component within the contract. If the financing component is significant, interest expense is accretedactual credit loss experience over the ~~life~~prior 12-month period, recent collection trends, current economic conditions and reasonable expectations of ~~the contract with a corresponding increase to revenue.~~

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

When we enter into contracts to provide services to our customers, we often charge installation or other upfront fees. Under previous accounting standards, installation fees related to services provided over our fixed networks were recognized as revenue during the period in which the installation occurred to the extent those fees were equal to or less than direct selling costs. Under ASU 2014-09, these fees are generally deferred and recognized as revenue over the contractual period for those contracts with substantive termination penalties, or for the period of time the upfront fees convey a material right for month-to-month contracts and contracts that do not include substantive termination penalties.

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

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

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

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

payment delinquency.

The cumulative effect of the changes ~~made~~ to our condensed consolidated balance sheet as of January 1, ~~2018 is as follows:~~2020 was not material.

Balance at December 31, 2017 Cumulative catch up adjustments upon adoption Balance at January 1, 2018
in millions
Assets:
Other current assets $ 222.9
$ 15.8
$ 238.7
Other assets, net $ 517.7
$ 15.6
$ 533.3

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

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

~~The~~As of March 31, 2020, the impact of COVID-19, as defined and further described in note 8, has not had a material impact on our ~~adoption of ASU 2014-09 to our condensed consolidated statement~~results of operations, ~~for~~financial position or cash flows. We will continue to actively monitor the ~~three months ended March 31, 2018 is as follows:~~impact of COVID-19 on our expected credit losses.

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

Revenue $ 909.0
$ 0.9
$ 909.9

Operating costs and expenses – selling, general and administrative $ 193.6
$ (0.3 ) $ 193.3

Non-operating expense – interest expense $ 98.3
$ 4.2
$ 102.5

Income tax expense $ 17.3
$ (0.5 ) $ 16.8

Net loss $ 51.8
$ 2.5
$ 54.3

Recent Accounting Pronouncements

ASU ~~2016-18~~

2018-14

In ~~November 2016, the FASB issued ASU 2016-18,~~ ~~Statement of Cash Flows-Restricted Cash~~ (~~ASU 2016-18~~), which addresses the presentation of restricted cash in the statement of cash flows. This ASU requires that the statement of cash flows explain the change in the beginning-of-period and end-of-period totals of cash, cash equivalents and restricted cash balances. We adopted ASU 2016-18 on January 1,August 2018, which resulted in an increase (decrease) to our operating, financing and investing cash flows of ($1 million), $3 million, and $6 million, respectively, during the three months ended March 31, 2017. At March 31, 2018 and December 31, 2017, the balance of our restricted cash was $21 million and $38 million, respectively.

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

~~ASU 2017-07~~

~~In March 2017,~~ the FASB issued ASU No. ~~2017-07,~~2018-14, ~~Compensation -~~Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans ~~Retirement Benefits—Improving the Presentation of the Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~(ASU ~~2017-07~~2018-14), which ~~includes changes~~removes and modifies certain existing disclosure requirements and adds new disclosure requirements related to ~~the presentation of periodic~~employer sponsored defined benefit ~~cost components. Under~~pension or other postretirement plans. ASU 2017-07, we will continue to present the service component of our net benefit cost as a component of operating income but present the other components of our net benefit cost computation, which can include credits, within non-operating income (expense) in our consolidated statements of operations. We adopted ASU 2017-07 on January 1, 2018. The change in presentation to our condensed consolidated statements of operations from ASU 2017-07 was applied on a retrospective basis. As a result of the adoption of ASU 2017-07, we have presented $3 million of pension-related credits in other income, net~~in our condensed consolidated statements of operations for each of the three months ended March 31, 2018 and 2017.~~

~~Recent Accounting Pronouncements~~

~~ASU 2016-02~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~ (~~ASU 2016-02~~), which, for most leases, will result in lessees recognizing lease assets and lease liabilities on the balance sheet with additional disclosures about leasing arrangements. ASU 2016-02 requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach and additional guidance provided by ASU 2018-01, ~~Leases (Topic 842)—Land Easement Practical Expedient for Transition to Topic 842, includes a number of optional practical expedients an entity may elect to apply. ASU 2016-02~~2018-14 is effective for annual reporting periods ~~beginning~~ after December 15, ~~2018,~~2020, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect that ASU 2018-14 will ~~adopt~~ have on our disclosures.

ASU ~~2016-02 on January 1, 2019.~~2019-12

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which (i) simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocations and calculating income taxes in interim periods, and (ii) reduces the complexity in certain areas of existing tax guidance, including the recognition of deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual reporting periods after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. Although we are currently evaluating the effect that ASU ~~2016-02~~2019-12 will have on our consolidated financial statements, we do not expect it will have a material impact.

ASU 2020-04

In March 2020, the ~~main impact~~FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the ~~adoption~~Effects of ~~this standard will be~~Reference Rate Reform on Financial Reporting (ASU 2020-04), which provides optional guidance for a limited time to ease the recognition of lease assets and lease liabilities in our consolidated balance sheets for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 will not have significant impacts on our consolidated statements of operations or cash flows.

~~(3)~~ ~~Summary of Changes in Significant Accounting Policies~~

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

~~Contract Assets~~

When we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets are reclassified to trade receivables, net in our consolidated balance sheet at the point in time we have the unconditional right to payment. Our contract assets were $12 million and $13 million as of March 31, 2018 and January 1, 2018, respectively. The change in our contract assets during the three months ended March 31, 2018 were not material. The current and long-term portion of contract assets are included in other current assets and other assets, net, respectively, in our condensed consolidated balance sheet.

~~Deferred Contract Costs~~

Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are recognized as an asset and amortized to SG&A expenses over the applicable period benefited, which is the longer of the contract life or the economic life of the commission. If, however, the amortization period is one year or less, we expense such costs in the period incurred. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are recognized as an expense when incurred. Our deferred contract costs were$10 million and $9 million as of March 31, 2018 and January 1, 2018, respectively. The change in our contract assets during the three months ended March 31, 2018 were not material. The current and long-term portion of deferred contract costs are included in other current assets and other assets, net, respectively, in our condensed consolidated balance sheet.

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

~~Deferred Revenue~~

We record deferred revenue when we have received payment prior to transferring goods or services to a customer. Deferred revenue primarily relates to (i) advanced payments on fixed subscription services and mobile airtime services and (ii) deferred installation and other upfront fees. Our aggregate current and long-term deferred revenue as of March 31, 2018 and December 31, 2017, was $417 million and$397 million, respectively. Long-term deferred revenue is included in other long-term liabilities in our condensed consolidated balance sheets. We recorded an aggregate of $19 million of current and long-term deferred revenue on January 1, 2018 upon the adoption of ASU 2014-09. The remaining change in the current portion and long-term deferred revenue balances during the three months ended March 31, 2018 were not material.

~~Revenue Recognition~~

~~General~~.Most of our fixed and mobile residential contracts are not enforceable or do not contain substantive early termination penalties. Accordingly, revenue relating to these customers is recognized on a basis consistent with these customers that are not subject to contracts.

~~Subscription Revenue – Fixed Networks.~~ We recognize revenue from video, broadband internet and fixed-line telephony services over our fixed networks to customers in the period the related subscription services are provided. Installation or other upfront fees related to services provided over our fixed networks are generally deferred and recognized as subscription revenue over the contractual period, or longer if the upfront fee results in a material renewal right.

We may also sell video, broadband internet and fixed-line telephony services to our customers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Arrangement consideration from bundled packages generally is allocated proportionally to the individual service based on the relative standalone price for each respective product or service.

~~Mobile Revenue – General.~~ ~~Consideration from mobile contracts is allocated to airtime services and handset sales based on the relative standalone prices of each performance obligation.~~

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

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

~~B2B Revenue – Installation Revenue.~~ We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis over the term of the arrangement or the expected period of performance.

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


~~(4)~~	~~Acquisitions~~

~~Pending Acquisition~~

~~Cabletica. On February 12, 2018, we entered into a definitive agreement to acquire 80% of Costa Rican cable operator, “Cabletica,” which is part of Televisora de Costa Rica S.A. in an all cash transaction. In the transaction, Cabletica was valued at an enterprise value in Costa Rican Colon (CRC~~) of CRC 143 billion ($252 million). We intend to finance the acquisition of the 80% equity stake in Cabletica through a combination of incremental debt and existing liquidity. The current owners of Cabletica will retain the remaining 20% interest. The transaction is subject to customary closing adjustments and conditions, including regulatory approvals, and is expected to close during the second half of 2018.potential

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

~~2017 Acquisition~~

~~Carve-out Entities.~~accounting burden associated with transitioning away from reference rates, such as the London Inter-Bank Offered Rate ( ~~On May 16, 2016, Liberty Global acquired C&W (the~~ ~~C&W Acquisition~~LIBOR), which ~~was contributed~~regulators in the United Kingdom (U.K.) have announced will be phased out by the end of 2021. The expedients and exceptions provided by ASU 2020-04 are for the application of U.S. GAAP to contracts, hedging relationships and other transactions affected by the rate reform, and will not be available after December 31, 2022, other than for certain hedging relationships entered into before December 31, 2022. We do not currently expect that the phase out of LIBOR will have a material impact on our ~~company as part~~consolidated financial statements.


(3)	Summary of Significant Accounting Policies

The following accounting policy reflects an update to the Summary of Significant Accounting Policies included in our 2019 Form 10-K resulting from the ~~Split-Off. In connection~~adoption of ASU 2016-13:

Trade Receivables

Our trade receivables are reported net of an allowance for credit losses. The allowance is established using our best estimates of current expected credit losses based upon, among other things, actual credit loss experience over the prior 12-month period, recent collection trends, prevailing and anticipated economic conditions and specific customer credit risk. Receivables outstanding greater than 30 days are considered past due and we generally write-off receivables after they become past due for 365 days, with the ~~C&W~~exception of certain amounts due from a single government. Concentration of credit risk with respect to trade receivables is limited due to the large number of customers and their dispersion across many different countries, with the exception of certain amounts due from a single government.

Changes in the allowance for credit losses are set forth below:



	January 1, 2020		Provision for expected losses		Write-offs			Foreign currency translation adjustments and other			March 31, 2020
	in millions

C&W	$	60.6	$	10.4	$	(6.4	)	$	7.7		$	72.3
VTR/Cabletica	16.0		4.0		(2.2		)	(1.7		)	16.1
Liberty Puerto Rico	10.7		1.3		(1.7		)	0.5			10.8
Total	$	87.3	$	15.7	$	(10.3	)	$	6.5		$	99.2


(4)	Acquisitions

Pending Acquisition

On October 9, 2019, Leo Cable and ~~C&W’s acquisition~~Liberty Latin America entered into a stock purchase agreement with certain subsidiaries of ~~Columbus International~~AT&T Inc. (AT&T) to acquire AT&T’s wireless and ~~its subsidiaries~~wireline operations in ~~2015~~Puerto Rico and the U.S. Virgin Islands (the ~~Columbus~~AT&T Acquisition), in an all-cash transaction. The AT&T Acquisition companies provide consumer mobile and B2B services in Puerto Rico and the U.S. Virgin Islands, excluding DirecTV customers. The AT&T Acquisition is valued at an enterprise value of $1,950 million on a cash- and debt-free basis, subject to certain ~~entities (the~~ adjustments. We intend to finance this acquisition, including related fees and expenses, through a combination of net proceeds from the 2027 LPR Senior Secured Notes, the 2026 SPV Credit Facility and available liquidity. For further information about our debt and available liquidity, see note 9.

~~Carve-out Entities) that hold licenses granted~~The transaction is subject to customary closing conditions, including reviews by the ~~U.S.~~United States Federal Communications Commission ~~(the~~ (FCC) ~~were transferred~~and the Department of Justice (DOJ). We currently expect the transaction to ~~entities not controlled by C&W (collectively,~~ close in the second half of 2020.

~~New Cayman).The arrangements with respect~~AT&T will provide ongoing support to the ~~Carve-out Entities, which were executed in connection~~companies associated with the ~~Columbus~~AT&T Acquisition under a transition services agreement (the AT&T TSA) for a period up to 36 months following the closing date of the acquisition. Services under the AT&T TSA include, but are not limited to, (i) wireless core, (ii) technology development, (iii) global technology operations, (iv) wireless engineering, (v) network infrastructure, (vi) supply chain and (vii) finance and sales operations. We may terminate any services under the ~~C&W~~AT&T TSA upon sixty business days’ notice to AT&T in accordance with the terms and conditions of the AT&T TSA.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

2019 Acquisition ~~contemplated that upon receipt of regulatory approval,~~

UTS. Effective March 31, 2019, we ~~would acquire~~completed the ~~Carve-out Entities. On March 8, 2017, the FCC granted its approval for Liberty Global’s~~ acquisition of ~~the Carve-out Entities. Accordingly, on April 1, 2017, subsidiaries of C&W acquired the Carve-out Entities (the~~ an 87.5% interest in United Telecommunication Services N.V. (~~C&W Carve-out Acquisition~~UTS) for an ~~aggregate~~initial cash purchase price of ~~$86~~$162 million, which ~~represents~~was subject to certain potential post-closing adjustments, based on an enterprise value of $189 million (the UTS Acquisition). As noted below, during the ~~amount due under notes receivable that were exchanged~~first quarter of 2020, the purchase price was reduced by $6 million related to certain post-closing working capital adjustments. During the third quarter of 2019, we increased our ownership interest in UTS from 87.5% to 100%. UTS provides fixed and mobile services to the island nations of Curaçao, St. Maarten, St. Martin, Bonaire, St. Barths, St. Eustatius and Saba. The UTS Acquisition was funded through a $170 million draw on the C&W Revolving Credit Facility, as defined in note 9.

We have accounted for the ~~equity~~UTS Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of UTS based on assessments of their respective fair values, and the excess of the ~~Carve-out Entities.~~purchase price over the fair values of these identifiable net assets was allocated to goodwill. A summary of the purchase price and opening balance sheet of UTS at the effective March 31, 2019 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):



Cash	$	2.7
Trade receivables	19.0
Other current assets	6.7
Property and equipment	158.4
Goodwill (a)	17.1
Intangible assets subject to amortization	24.0
Other assets	18.2
Accounts payable	(27.9		)
Other accrued and current liabilities	(31.9		)
Other long-term liabilities	(18.8		)
Noncontrolling interest (b)	(11.6		)
Total purchase price (c) (d)	$	155.9


(a)	The goodwill recognized in connection with the UTS Acquisition is primarily attributable to (i) the ability to take advantage of UTS’s existing broadband communications and mobile networks to gain immediate access to potential customers, and (ii) synergies that are expected to be achieved through the integration of UTS with C&W’s existing business in Curacao.


(b)	Amount represents the estimated aggregate fair value of the noncontrolling interest in UTS as of March 31, 2019.


(c)	Excludes $3 million of direct acquisition costs incurred during 2019 and 2018. Direct acquisition costs are included in impairment, restructuring and other operating items, net, in our condensed consolidated statements of operations.


(d)	Pursuant to the purchase agreement, which permits certain post-closing working capital adjustments, the UTS Acquisition purchase price was reduced by $6 million during the first quarter of 2020. This amount was recorded as a receivable in other current assets in our condensed consolidated balance sheet as of March 31, 2020 and was received subsequent to March 31, 2020.


(5)	Derivative Instruments

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

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

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

March 31, 2018 December 31, 2017
Current (a) Long-term (a) Total Current (a) Long-term (a) Total
in millions
Assets:
Cross-currency and interest rate derivative contracts (b) $ 16.5
$ 100.6
$ 117.1
$ 2.9
$ 38.4
$ 41.3
Foreign currency forward contracts —
0.4
0.4
—
—
—
Total $ 16.5
$ 101.0
$ 117.5
$ 2.9
$ 38.4
$ 41.3

Liabilities:
Cross-currency and interest rate derivative contracts (b) $ 62.1
$ 125.2
$ 187.3
$ 29.4
$ 51.9
$ 81.3
Foreign currency forward contracts 13.4
—
13.4
12.8
—
12.8
Total $ 75.5
$ 125.2
$ 200.7
$ 42.2
$ 51.9
$ 94.1



	March 31, 2020						December 31, 2019
	Current (a)		Long-term (a)		Total		Current (a)		Long-term (a)		Total
	in millions
Assets:
Cross-currency and interest rate derivative contracts (b)	$	20.4	$	277.5	$	297.9	$	23.4	$	126.9	$	150.3
Foreign currency forward contracts	14.1		—		14.1		9.8		—		9.8
Total	$	34.5	$	277.5	$	312.0	$	33.2	$	126.9	$	160.1

Liabilities:
Cross-currency and interest rate derivative contracts (b)	$	69.0	$	215.3	$	284.3	$	34.9	$	99.6	$	134.5
Foreign currency forward contracts	—		—		—		0.5		—		0.5
Total	$	69.0	$	215.3	$	284.3	$	35.4	$	99.6	$	135.0


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

(b)

We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 8)9). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in a net ~~gain (loss)~~gains of ~~($12 million)~~$33 million and $7$2 million during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively. The gain during the 2020 period is primarily due to increased credit risk stemming from market reaction to the COVID-19 outbreak. These amounts are included in realized and unrealized ~~losses~~gains (losses) on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 6.

The derivative assets set forth in the table above exclude our Weather Derivatives, as defined below, as they are not accounted for at fair value. The Weather Derivatives are included in other current assets, net, in our condensed consolidated balance sheet.

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



	Three months ended March 31,
	2020		2019
	in millions

Cross-currency and interest rate derivative contracts	$	9.3	$	(70.0	)
Foreign currency forward contracts and other (a)	8.1		1.0
Total	$	17.4	$	(69.0	)


(a)	The amount for the 2020 period includes $2 million of amortization of the premiums associated with our Weather Derivative contracts (the Weather Derivatives), which we entered into during the second quarter of 2019.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

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

Three months ended March 31,
2018 2017
in millions

Cross-currency and interest rate derivative contracts $ (38.9 ) $ (25.5 )
Foreign currency forward contracts (2.6 ) (1.8 )
Total $ (41.5 ) $ (27.3 )

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


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020			2019
	in millions						in millions

Operating activities	$	(11.7	)	$	(10.7	)	$	4.0		$	12.0
Investing activities	(1.7		)	(1.2		)	2.8			1.6
Financing activities							(4.3		)	(0.5		)
Total	$	(13.4	)	$	(11.9	)	$	2.5		$	13.1

Counterparty Credit Risk

We are exposed to the risk that the counterparties to the derivative instruments of our borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral has not been posted by either party under the derivative instruments of our borrowing groups. At March 31, ~~2018,~~2020, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $54297 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.

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

Details of our Derivative Instruments

Cross-currency Derivative Contracts

As noted above, we are exposed to foreign currency exchange rate risk in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to service, repay or refinance such debt. Although we generally seek to match the denomination of our ~~subsidiaries’~~ borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). Our policy is generally to provide for an economic hedge against foreign currency exchange rate movements, whenever possible and when cost effective to do so, by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at March 31, ~~2018:~~2020:


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

C&W	C&W	$	108.3	JMD	13,817.5	4.8	C&W	$	108.3	JMD	13,817.5	6.8
		$	35.4	COP	106,000.0	4.3		$	56.3	COP	180,000.0	6.3
		£	146.7	$	194.3	1.0

VTR Finance	VTR Finance	$	1,400.0	CLP	951,390.0	4.2	VTR Finance	$	1,260.0	CLP	854,020.0	2.3

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

Interest Rate Derivative Contracts

Interest Rate Swaps

As noted above, we enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at March 31, ~~2018:~~2020:

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

C&W (a) $ 2,975.0
6.1

Liberty Puerto Rico $ 675.0
3.0



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

C&W (a)	$	2,425.0	5.9

VTR Finance	$	165.0	2.9

Liberty Puerto Rico	$	1,000.0	6.3

Cabletica	$	53.5	3.3


(a)	Includes forward-starting derivative instruments.

Basis Swaps

Basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. ~~At March 31, 2018,~~The following table sets forth the total U.S. dollar ~~equivalent~~equivalents of the notional amounts ~~of these derivative instruments was $3,750 million~~ and the related weighted average remaining contractual ~~life~~lives of our basis swap contracts ~~was 1.2 years. At March 31, 2018, our basis swaps were all held by subsidiaries of our C&W borrowing group.~~

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

~~Interest Rate Caps~~

We enter into interest rate cap agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit from declines in market rates. At March 31, 2018, the total U.S. dollar notional amounts of our interest rate caps was $436 million, all of which are held by Liberty Puerto Rico.

~~Impact of Derivative Instruments on Borrowing Costs~~

~~The weighted average impact of the derivative instruments, excluding forward-starting derivative instruments, on our borrowing costs~~ at March 31, ~~2018 was as follows:~~2020:



~~Borrowing group~~	~~Increase (decrease) to borrowing costs~~

~~C&W~~	~~0.43~~	%
~~VTR Finance~~	~~(0.52~~	)%
~~Liberty Puerto Rico~~	~~0.44~~	%
~~Liberty Latin America borrowing groups~~	~~0.22~~	%



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

C&W	$	1,510.0	0.8

Liberty Puerto Rico	$	1,000.0	0.8

Foreign Currency Forwards Contracts

We enter into foreign currency forward contracts with respect to non-functional currency exposure. ~~As of~~At March 31, ~~2018, the total U.S. dollar equivalent of the notional amount of~~2020, our foreign currency forward contracts ~~was$228~~had total notional amounts due from and to counterparties of $90 million ~~all~~and CLP 64 billion, respectively, with a weighted average remaining contractual life of ~~which~~0.3 years. All of our foreign currency forward contracts are held by ~~subsidiaries of~~ our VTR Finance borrowing group.


(6)	Fair Value Measurements

General

We use the fair value method to account for most of our derivative instruments and the available-for-sale method to account for our investment in ~~the United Kingdom (~~U.K.) Government Gilts. The reported fair values of our derivative instruments as of March 31, ~~2018~~2020 likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities, as we expect that the values realized generally will be based on market conditions at the time of settlement, which may occur at the maturity of the derivative instrument or at the time of the repayment or refinancing of the underlying debt instrument.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred. During the three months ended March 31, 2018, no such transfers were made.

Recurring Fair Value Measurements

Derivatives

In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 5. The recurring fair value measurements of these derivative instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these derivative instruments. This observable data mostly includes interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. Our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. AsNotwithstanding the impact of COVID-19 on our credit risk, we generally would not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these ~~instruments,~~instruments.As a result, we have determined that these valuations continue to fall under Level 2 of the fair value hierarchy.Our credit risk valuation adjustments with respect to our cross-currency and interest rate derivative contracts are quantified and further explained in note 5. Due to the lack of Level 2 inputs for the valuation of the ~~U.S~~U.S. dollar to the Jamaican dollar cross-currency swaps (the Sable Currency Swaps) held by Sable International Finance Limited (Sable), a wholly-owned subsidiary of C&W, we believe this valuation falls under Level 3 of the fair value hierarchy. The Sable Currency Swaps are our only Level 3 financial instruments. The fair values of the Sable Currency Swaps at March 31, ~~2018~~2020 and December 31, ~~2017~~2019 were ~~$27~~$20 millionand ~~$22~~$30 million, respectively, which are included in other

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

long-term liabilitiesin our condensed consolidated balance sheets. The change in the fair values of the Sable Currency Swaps resulted in net ~~losses~~gains of $5$10 million and $4$1 million during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively, which are reflected in realized and unrealized ~~losses~~gains (losses) on derivative instruments, net, in our condensed consolidated statements of operations. ~~Our credit risk valuation adjustments with respect to our cross-currency and interest rate swaps are quantified and further explained in note 5.~~

Available-for-sale Investments

Our investment in ~~the~~ U.K. Government Gilts falls under Level 1 of the fair value hierarchy. At March 31, ~~2018~~2020 and December 31, ~~2017,~~2019, the carrying values of our investment in ~~the~~ U.K. Government Gilts, which are included in other assets, net, in our condensed consolidated balance sheets, were $35 million and $37 million, respectively.

Nonrecurring Fair Value Measurements

Fair value measurements are also used for purposes of nonrecurring valuations performed in connection with acquisition accounting and impairment assessments.

Acquisition Accounting

The nonrecurring valuations associated with acquisition accounting, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of customer relationships and property and equipment, as further described below:

•

Customer relationships. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology for customer relationship intangible assets requires us to estimate the specific cash flows expected from the acquired customer relationships, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationships, contributory asset charges and other factors.


•	Property and equipment. Property and equipment is typically valued using a replacement or reproduction cost approach, considering factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

During the three months ended March 31, 2020, we performed a nonrecurring valuation related to the acquisition accounting for the UTS Acquisition. The weighted average discount rate used in the final valuation of the customer relationships acquired as a result of the UTS Acquisition was approximately 13.5%.


(7)	Insurance Recoveries

In September 2017, Hurricanes Irma and Maria impacted a number of our markets in the Caribbean, resulting in varying degrees of damage to homes, businesses and infrastructure in these markets. In October 2016, our operations in the Bahamas, which is part of our C&W segment, were significantly impacted by Hurricane Matthew.

In December 2018, we settled our insurance claims for Hurricanes Irma, Maria and Matthew, as follows: (i) $109 million for Hurricanes Maria and Irma, after deducting $30 million of self-insurance, and (ii) $12 million for Hurricane Matthew, after deducting $15 million of self-insurance. During the first quarter of 2019, we received the then outstanding insurance settlement amount of $67 million, of which $33 million and $34 million have been presented as operating and investing activities, respectively, in our condensed consolidated statement of cash flows. With respect to the cash received, $37 million, $27 million and $3 million was provided to C&W, Liberty Puerto Rico and our Corporate operations, respectively.


~~(7)~~(8)	Long-lived Assets

Goodwill

Changes in the carrying amount of our goodwill ~~during the three months ended March 31, 2018~~ are set forth below:



	January 1, 2020		Acquisitions and related adjustments			Foreign currency translation adjustments			March 31, 2020
	in millions

C&W	$	4,110.8	$	(20.0	)	$	(33.1	)	$	4,057.7
VTR/Cabletica	517.9		—			(45.0		)	472.9
Liberty Puerto Rico	277.7		—			—			277.7
Total	$	4,906.4	$	(20.0	)	$	(78.1	)	$	4,808.3

January 1,
2018
Foreign
currency
translation
adjustments
March 31,
2018
in millions

C&W $ 4,962.5
$ (18.3 ) $ 4,944.2
VTR 433.4
8.3
441.7
Liberty Puerto Rico 277.7
—
277.7
Total $ 5,673.6
$ (10.0 ) $ 5,663.6

~~Based~~During the first quarter of 2020, the World Health Organization declared the outbreak of a novel strain of Coronavirus (COVID-19) a “pandemic,” pointing to the sustained risk of further global spread. Through the first quarter of 2020, the impacts of COVID-19 did not have a significant impact on our operating results or cash flows. Notwithstanding the lack of a significant impact of COVID-19 on our first quarter results, as of ~~our October 1, 2017 goodwill impairment test, a hypothetical decline of 20% or more in~~March 31, 2020, we did evaluate whether the ~~fair value of C&W reporting units that carry a goodwill balance or the Liberty Puerto Rico reporting unit could~~facts and circumstances and available information result in the need ~~to record additional~~for an impairment assessment for any of our long-lived assets, including goodwill, ~~impairment charges.~~and concluded no assessment was required. COVID-19 has resulted in systemic disruption of the worldwide equity markets, and the market values of our publicly-traded equity declined significantly beginning in late February. If, among other factors, (i) our equity values were to remain at these declined levels for a sustained period or were to decline ~~significantly~~further or (ii) the adverse impacts ofstemming from COVID-19, competition, economic, ~~competitive,~~ regulatory or other factors, including macro-economic and demographic trends, were to cause ~~C&W’s or Liberty Puerto Rico’s~~our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that ~~additional~~ impairment charges are required in order to reduce the carrying values of ~~the~~goodwill. Any such impairment charges could be significant.

Our accumulated goodwill ~~cable television franchise rights~~impairments were $1,348 million at March 31, 2020 and December 31, 2019.

Liberty Latin America Ltd.

Notes to ~~a lesser extent, other long-lived assets of these entities.~~Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

Property and Equipment, Net

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


	March 31, 2018			December 31, 2017			March 31, 2020			December 31, 2019
	in millions						in millions

Distribution systems	$	4,047.2		$	3,878.4		$	4,205.0		$	4,299.6
Customer premises equipment	1,438.8			1,382.8
Customer premises equipment (CPE)							1,727.4			1,763.8
Support equipment, buildings and land	1,338.6			1,306.3			1,492.1			1,530.9
	6,824.6			6,567.5			7,424.5			7,594.3
Accumulated depreciation	(2,588.4		)	(2,398.3		)	(3,261.0		)	(3,293.2		)
Total	$	4,236.2		$	4,169.2		$	4,163.5		$	4,301.1

During the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, we recorded non-cash increases to our property and equipment related to vendor financing arrangements aggregating ~~$21~~$24 million and ~~$14~~$11 million, respectively.

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

Intangible Assets Subject to Amortization, Net

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


	March 31, 2018			December 31, 2017			March 31, 2020			December 31, 2019
	in millions						in millions
Gross carrying amount:
Customer relationships	$	1,459.3		$	1,415.1		$	1,481.8		$	1,482.9
Licenses and other	184.2			199.8			169.4			170.1
Total gross carrying amount	1,643.5			1,614.9			1,651.2			1,653.0
Accumulated amortization:
Customer relationships	(374.6		)	(284.2		)	(689.3		)	(645.5		)
Licenses and other	(17.3		)	(14.5		)	(41.5		)	(38.3		)
Total accumulated amortization	(391.9		)	(298.7		)	(730.8		)	(683.8		)
Net carrying amount	$	1,251.6		$	1,316.2		$	920.4		$	969.2

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)


~~(8)~~(9)	Debt and ~~Capital~~Finance Lease Obligations

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

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

in millions

C&W Credit Facilities 4.95 % $ 746.5
$ 746.5
$ 2,243.7
$ 2,216.4
$ 2,235.9
$ 2,212.2
C&W Notes 7.09 % —
—
1,712.3
1,749.7
1,655.9
1,648.4
VTR Finance Senior Secured Notes 6.88 % —
—
1,452.3
1,479.6
1,400.0
1,400.0
VTR Credit Facility — % (d) 232.9
—
—
—
—
LPR Bank Facility 5.52 % —
—
951.1
951.8
982.5
982.5
Vendor financing (e) 4.43 % —
—
149.1
137.4
149.1
137.4
Total debt before premiums, discounts and deferred financing costs 6.00 % $ 979.4
$ 6,508.5
$ 6,534.9
$ 6,423.4
$ 6,380.5

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~



	March 31, 2020						Estimated fair value (c)				Principal amount
	Weighted average interest rate (a)		Unused borrowing capacity (b)				Estimated fair value (c)				Principal amount
			Borrowing currency		US $ equivalent		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
			Borrowing currency		US $ equivalent		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
			in millions

Convertible Notes (d)	2.00	%	$	—	$	—	$	327.0	$	430.1	$	402.5	$	402.5
C&W Notes	6.74	%	—		—		1,987.3		2,270.9		2,270.0		2,120.0
C&W Credit Facilities	4.23	%	$	426.3	426.3		2,054.7		2,017.1		2,193.3		2,006.1
VTR Finance Senior Notes	6.88	%	—		—		1,150.6		1,290.9		1,260.0		1,260.0
VTR Credit Facilities	5.16	%	(e)		145.7		273.7		229.7		295.8		231.4
LPR Senior Secured Notes	6.75	%	—		—		1,197.4		1,278.3		1,200.0		1,200.0
LPR Credit Facilities	5.90	%	$	62.5	62.5		979.7		1,012.1		1,062.5		1,000.0
Cabletica Credit Facilities	8.67	%	(f)		15.0		114.6		123.8		123.5		124.8
Vendor financing (g)	4.05	%	—		—		167.7		167.7		167.7		167.7
Total debt before premiums, discounts and deferred financing costs	5.76	%			$	649.5	$	8,252.7	$	8,820.6	$	8,975.3	$	8,512.5

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

March 31, 2018 December 31, 2017

in millions

Total debt before premiums, discounts and deferred financing costs $ 6,423.4
$ 6,380.5
Premiums, discounts and deferred financing costs, net (20.8 ) (26.5 )
Total carrying amount of debt 6,402.6
6,354.0
Capital lease obligations 16.8
17.5
Total debt and capital lease obligations 6,419.4
6,371.5
Less: Current maturities of debt and capital lease obligations (212.3 ) (263.3 )
Long-term debt and capital lease obligations $ 6,207.1
$ 6,108.2



	March 31, 2020			December 31, 2019
	in millions

Total debt before premiums, discounts and deferred financing costs	$	8,975.3		$	8,512.5
Premiums, discounts and deferred financing costs, net	(148.3		)	(146.1		)
Total carrying amount of debt	8,827.0			8,366.4
Finance lease obligations	2.9			3.6
Total debt and finance lease obligations	8,829.9			8,370.0
Less: Current maturities of debt and finance lease obligations	(281.2		)	(180.2		)
Long-term debt and finance lease obligations	$	8,548.7		$	8,189.8

(a)

Represents the weighted average interest rate in effect at March 31, ~~2018~~2020 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of financing costs, the weighted average interest rate on our indebtedness was 6.30% at March 31, 2018. For information regarding our derivative instruments, see note 5.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at March 31, ~~2018~~2020 without regard to covenant compliance calculations or other conditions precedent to borrowing. At March 31, ~~2018,~~2020, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, both before and after ~~consideration of the~~ completion of the March 31, ~~2018~~2020 compliance reporting ~~requirements, which include leverage-based payment tests and leverage covenants.~~requirements. At March 31, ~~2018,~~2020, there were no restrictions ~~on the respective subsidiary’s ability to make loans or distributions from this availability to Liberty Latin America or its subsidiaries or other equity holders.~~

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

on the respective subsidiary’s ability to upstream from this availability to Liberty Latin America or its subsidiaries or other equity holders.

(c)

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


(d)	The interest rate reflects the stated rate of the Convertible Notes. The effective interest rate of the Convertible Notes is 6.7%, which considers the impact of a discount recorded in connection with the value ascribed to the instrument’s conversion option.


(e)	The VTR Credit ~~Facility is the senior secured~~Facilities comprise certain CLP term loans and U.S. dollar and CLP revolving credit ~~facility of VTR~~facilities, including unused borrowing capacity.


(f)	The Cabletica Credit Facilities comprise certain Costa Rican colón and ~~certain of its subsidiaries and comprises a $160 million facility (the~~ ~~VTR Dollar Credit Facility~~)U.S. dollar term loans and a ~~CLP 44 billion ($73 million) facility (the~~ ~~VTR Peso Credit Facility), each of which were undrawn at March 31, 2018.~~U.S. dollar revolving credit facility.

~~(e)~~(g)

Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment ~~additions and, to a lesser extent, certain of our operating expenses.~~additions. These obligations are generally due within one year and include value-added taxes (VAT) that were paid on our behalf by the vendor. Our operating expenses include $33 million and $31 million for the three months ended March 31, ~~2018~~2020 and ~~2017 include $32 million and $10 million,~~2019, respectively, that were financed by an intermediary and are reflected on the borrowing date as a hypothetical cash outflow within net cash provided by operating activities and a hypothetical cash inflow within net cash provided by financing activities in our condensed consolidated statements of cash flows. Repayments of vendor financing obligations are included in ~~repayments~~payments of principal amounts of debt and ~~capital~~finance lease obligations in our condensed consolidated statements of cash flows.

~~2018~~2020 Financing and Refinancing Transactions

~~On January 6, 2018,~~ C&W

C&W ~~Panama issued $100~~Term Loan B-5 Facility.In January 2020, Coral-US Co-Borrower LLC, a wholly-owned subsidiary of C&W, entered into a LIBOR plus 2.25% $1,510 million ~~of subordinated debt. The~~principal amount term loan ~~bears interest~~facility (the C&W Term Loan B-5 Facility), issued at ~~4.35%,~~par, due January 31, 2028. Interest is payable monthly beginning on ~~a quarterly basis,~~February 28, 2020.

2027 C&W Senior Secured Notes Add-on. In January 2020, Sable issued an additional $150 million aggregate principal amount, at 106.0% of par, under the existing 2027 C&W Senior Secured Notes indenture (the 2027 C&W Senior Secured Notes Add-on). The terms and ~~matures in January 2023.~~ conditions of the 2027 C&W Senior Secured Notes Add-on are consistent with the original indenture.

The net proceeds from the ~~term loan~~C&W Term Loan B-5 Facility and the 2027 C&W Senior Secured Notes Add-on were primarily used to repay ~~existing~~in full the $1,640 million outstanding principal amount under the C&W ~~Panama debt.~~Term Loan B-4 Facility, including accrued and unpaid interest. In connection with these transactions, we recognized a loss on debt modification and extinguishment of $3 million, which primarily includes the write-off of unamortized discounts and deferred financing costs.

C&W Borrowing Group Refinancing Transactions. In January 2020, C&W completed a series of transactions contemplated by and permitted under its existing debt agreements (the C&W Borrowing Group Refinancing Transactions) that ultimately resulted in the 2026 C&W Senior Notes and the 2027 C&W Senior Notes (previously issued by C&W Senior Financing Designated Activity Company) instead being directly issued by a wholly-owned subsidiary of C&W, C&W Senior Finance Limited. In connection with the C&W Borrowing Group Refinancing Transactions, the loans previously made by C&W Senior Financing Designated Activity Companyare no longer outstanding. The terms and conditions applicable to the 2026 C&W Senior Notes and the 2027 C&W Senior Notes otherwise remain substantively unchanged.

C&W Revolving Credit Facility. In January 2020, the maturity date associated with $575 million of the existing $625 million C&W Revolving Credit Facility was extended to January 30, 2026. All other terms and conditions of the revolving credit facility remain unchanged.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

~~On February 7, 2018, C&W entered into a $1,875~~In March 2020, we borrowed $313 million ~~principal amount term loan facility (the~~ ~~C&W Term Loan B-4 Facility) at the London Interbank Offered Rate (LIBOR~~) plus 3.25%, subject to a LIBOR floor of 0.0%. The C&W Term Loan B-4 Facility was issued at 99.875% of par with a maturity date of January 31, 2026. General terms associated with the C&W Term Loan B-4 Facility are substantially the same as those included in “~~General Information~~” in note 9 to our 2017 Form 10-K. The net proceeds of the C&W Term Loan B-4 Facility were used to repay in full the $1,825 million outstanding principal amount of the C&W Term Loan B-3 Facility and repay $40 million drawn under the C&W Revolving Credit ~~Facility. The exchange~~Facility, which is included in ~~principal amounts of $1,825 million was treated as a non-cash transaction in~~cash and cash equivalents on our condensed consolidated statement of cash flows. In connection with this transaction, C&W recognized a loss on debt modification and extinguishment of $13 million, which represents the write-off of unamortized discounts and deferred financing costs.

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

~~The details of our borrowings under the C&W Credit Facilities~~balance sheet as of March 31, ~~2018~~2020.

VTR Finance

VTR RCF – B. In March 2020, we borrowed $92 million under the VTR RCF – B, which is included in cash and cash equivalents on our condensed consolidated balance sheet as of March 31, 2020.

Liberty Puerto Rico

2019 LPR Revolving Credit Facility. In March 2020, we borrowed $63 million under the 2019 LPR Revolving Credit Facility, which is included in cash and cash equivalents on our condensed consolidated balance sheet as of March 31, 2020.

Maturities of Debt

Maturities of our debt as of March 31, 2020 are ~~summarized in the following table:~~presented below. Amounts presented below represent U.S. dollar equivalents based on March 31, 2020 exchange rates:



	C&W			VTR Finance			Liberty Puerto Rico			Cabletica			Liberty Latin America			Consolidated
	in millions
Years ending December 31:
2020 (remainder of year)	$	75.8		$	71.3		$	—		$	—		$	0.2		$	147.3
2021	148.0			7.9			—			—			1.9			157.8
2022	16.3			82.5			—			—			0.3			99.1
2023	150.3			121.3			—			123.5			0.1			395.2
2024	85.8			1,352.0			—			—			402.5			1,840.3
2025	3.3			—			62.5			—			—			65.8
Thereafter	4,069.8			—			2,200.0			—			—			6,269.8
Total debt maturities	4,549.3			1,635.0			2,262.5			123.5			405.0			8,975.3
Premiums, discounts and deferred financing costs, net	(31.6		)	(16.8		)	(25.9		)	(2.3		)	(71.7		)	(148.3		)
Total debt	$	4,517.7		$	1,618.2		$	2,236.6		$	121.2		$	333.3		$	8,827.0
Current portion	$	200.3		$	79.1		$	—		$	—		$	0.3		$	279.7
Noncurrent portion	$	4,317.4		$	1,539.1		$	2,236.6		$	121.2		$	333.0		$	8,547.3

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

Carrying
value (a)
in millions

C&W Term Loan B-4 Facility January 31, 2026 LIBOR + 3.25% $ 1,875.0
$ 1,875.0
$ —
$ 1,869.2
C&W Revolving Credit Facility June 30, 2023 LIBOR + 3.25% $ 625.0
10.0
615.0
10.0
C&W Regional Facilities various dates ranging from 2018 to 2038 4.00% (b) $ 482.4
350.9
131.5
349.9
Total $ 2,235.9
$ 746.5
$ 2,229.1


~~(a)~~(10)	~~Amounts are net of discounts and deferred financing costs, where applicable.~~Leases


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

The following table provides details of our operating lease expense:



	Three months ended March 31,
	2020		2019
	in millions

Operating lease expense:
Operating lease cost	$	11.8	$	10.7
Short-term lease cost	2.8		2.1
Total operating lease expense	$	14.6	$	12.8

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

The following table provides certain other details of our operating leases at March 31, 2020:



For the three months ended March 31, 2020 (in millions):
Operating cash outflows from operating leases	$	10.1
Right-of-use assets obtained in exchange for new operating lease liabilities (a)	$	19.7

As of March 31, 2020 (in millions):
Operating lease right-of-use assets (b)	$	161.1
Operating lease liabilities:
Current (b)	$	31.6
Noncurrent (b)	121.9
Total operating lease liabilities	$	153.5

Weighted-average remaining lease term	6.6 years

Weighted-average discount rate	6.3		%


(a)	Represents non-cash transactions associated with operating leases entered into during the three months ended March 31, 2020.


(b)	Our operating lease right-of-use assets are included in other assets, net, and our current and noncurrent operating lease liabilities are included in other accrued and current liabilities and other long-term liabilities, respectively, in our condensed consolidated balance sheets.

Maturities of ~~Debt and Capital Lease Obligations~~Operating Leases

Maturities of our ~~debt and capital~~operating lease ~~obligations~~liabilities on an undiscounted basis as of March 31, ~~2018~~2020 are presented ~~below. Amounts presented~~ below along with the current and noncurrent operating lease liabilities on a discounted basis. Such amounts represent U.S. dollar equivalents (in millions) based on March 31, ~~2018~~2020 exchange ~~rates:~~

~~Debt:~~rates.

C&W VTR Liberty Puerto Rico Consolidated
in millions
Years ending December 31:
2018 (remainder of year) $ 94.6
$ 78.6
$ —
$ 173.2
2019 234.9
22.9
—
257.8
2020 24.9
—
40.0
64.9
2021 125.0
—
—
125.0
2022 765.2
—
850.0
1,615.2
2023 113.8
—
92.5
206.3
Thereafter 2,581.0
1,400.0
—
3,981.0
Total debt maturities 3,939.4
1,501.5
982.5
6,423.4
Premiums, discounts and deferred financing costs, net 11.2
(21.3 ) (10.7 ) (20.8 )
Total debt $ 3,950.6
$ 1,480.2
$ 971.8
$ 6,402.6
Current portion $ 98.6
$ 101.6
$ —
$ 200.2
Noncurrent portion $ 3,852.0
$ 1,378.6
$ 971.8
$ 6,202.4



Years ending December 31:
2020 (remainder of year)	$	30.5
2021	34.4
2022	28.7
2023	22.8
2024	19.1
2025	13.1
Thereafter	42.5
Total operating lease liabilities on an undiscounted basis	191.1
Amount representing interest	(37.6		)
Present value of operating lease liabilities	$	153.5

~~Capital lease obligations:~~


(11)	Unfulfilled Performance Obligations

C&W VTR Liberty Puerto Rico Consolidated
in millions
Year ending December 31:
2018 (remainder of year) $ 12.1
$ 0.2
$ —
$ 12.3
2019 3.1
0.4
—
3.5
2020 1.4
0.1
—
1.5
2021 0.1
—
—
0.1
Total principal and interest payments 16.7
0.7
—
17.4
Amounts representing interest (0.6 ) —
—
(0.6 )
Present value of net minimum lease payments $ 16.1
$ 0.7
$ —
$ 16.8
Current portion $ 11.8
$ 0.3
$ —
$ 12.1
Noncurrent portion $ 4.3
$ 0.4
$ —
$ 4.7

We enter into certain long-term capacity contracts with customers where the customer either pays a fixed fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time. We assess whether prepaid capacity contracts contain a significant financing component. If the financing component is significant, interest expense is accreted over the life of the contract using the effective interest method. The revenue associated with prepaid capacity contracts is deferred and generally recognized on a straight-line basis over the life of the contract. As of March 31, 2020, we haveapproximately $430 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 seven years.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)


~~(9)~~(12)	Income Taxes

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

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

Income tax expense was ~~approximately $17~~$6 million and ~~$23~~$4 million during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively. This represents an effective income tax rate of ~~(44.8)%~~3.1% and~~68.5%~~ 12.0% for the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively, including items treated discretely.

For the three months ended March 31, ~~2018,~~ 2020 and 2019,the income tax expense attributable to our loss before income taxes differs from the ~~amount~~amounts computed using the statutory tax rate, primarily due tothe net detrimental effects of international rate differences, increases in ~~the~~ valuation ~~allowance,~~allowances, changes in uncertain tax positions, and negative effects of permanent items, such as non-deductible expenses. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent items, such as non-taxable ~~income and price level restatements.~~income. For the three months ended March 31, ~~2017, the income tax expense attributable~~2019, these negative impacts to our ~~earnings before income taxes differs from the amount computed using the statutory~~effective tax rate ~~primarily due to the detrimental effects of international rate differences, non-deductible expenses and changes in valuation allowances, partially~~were further offset by the beneficial ~~effects~~effect of ~~enacted~~a change in the Barbados statutory tax ~~law and~~ rate ~~changes.~~effective March 19, 2019.


~~(10)~~(13)	Equity

Share Repurchase Program

~~In December 2017, in connection with challenging circumstances that Liberty Puerto Rico experienced as~~On March 16, 2020, our Board of Directors approved a ~~result of the damage caused by hurricanes during September 2017, in particular Hurricane Maria, the LPR Credit Agreements were amended~~share repurchase program (the Share Repurchase Program), which authorizes us to ~~provide for, among other things, an equity commitment of~~repurchase from time to time up to ~~$60 million (the~~ ~~LCPR Equity Commitment) from Liberty Puerto Rico’s shareholders through December 31, 2018 to fund potential liquidity shortfalls. Based on our 60% ownership in Liberty Puerto Rico, we are obligated for up to $36~~$100 million of our Class A common shares and/or Class C common shares through March 2022, subject to certain limitations and conditions. The Share Repurchase Program does not obligate us to repurchase any of our Class A or C common shares. Under the ~~LCPR Equity Commitment.~~ Share Repurchase Program, we may repurchase our common shares from time to time in open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.

During the ~~first quarter of 2018, a $25 million capital contribution was provided to Liberty Puerto Rico consisting of $15 million from usand $10 million from investment funds affiliated with Searchlight Capital Partners, L.P. (Searchlight). The capital contribution from Searchlight is included in our condensed consolidated statement of equity as an increase to noncontrolling interests. Subsequent to~~three months ended March 31, ~~2018, an additional $20 million~~2020, we repurchased 55,338 and 114,975 Class A and Class C common shares, respectively. At March 31, 2020, the remaining amount authorized for share repurchases was contributed to Liberty Puerto Rico, consisting of $12 million from us and $8 million from Searchlight. Accordingly, Liberty Puerto Rico has up to an additional $15 million available under the LCPR Equity Commitment, of which we are obligated for up to $9$98 million.

During the first quarter of 2018, we increased our ownership in C&W Jamaica from 82.0% to 91.7% by acquiring 1,629,734,373 of the issued and outstanding ordinary stock units of C&W Jamaica that we did not already own (the ~~C&W Jamaica NCI Acquisition) for JMD $1.45 per share or JMD $2,363 million ($19 million) of paid consideration. In connection with the C&W Jamaica NCI Acquisition, we incurred approximately $1 million in transaction fees.~~

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)


~~(11)~~(14)	~~Related-party Transactions~~Restructuring Liabilities

~~Prior to~~A summary of changes in our restructuring liability is set forth in the consummation of the Split-Off, certain Liberty Global subsidiaries charged fees and allocated costs and expenses to our company, as further described below. Upon completion of the Split-Off, certain fees and allocated costs and expenses have been replaced by fees pursuant to the Split-Off Agreements, as further described below.

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



	Employee severance and termination			Contract termination and other			Total
	in millions

Restructuring liability as of January 1, 2020	$	19.0		$	13.3		$	32.3
Restructuring charges	5.6			1.9			7.5
UTS liabilities at acquisition date (a)	2.1			—			2.1
Cash paid	(5.0		)	(3.4		)	(8.4		)
Foreign currency translation adjustments	(3.7		)	(1.5		)	(5.2		)
Restructuring liability as of March 31, 2020	$	18.0		$	10.3		$	28.3

Current portion	$	15.4		$	8.5		$	23.9
Noncurrent portion	2.6			1.8			4.4
Total	$	18.0		$	10.3		$	28.3

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

Liabilities – accounts payable and other accrued and current liabilities (c) $ 5.3
$ 1.4


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


~~(b)~~	~~This amount represents~~an adjustment related to the ~~benefit~~completion of related-party tax allocations, which arise from the estimated utilization of certain net operating losses of Liberty Latin America that are included in Liberty Global’s U.S. consolidated income tax filingour purchase price accounting for the ~~period preceding the Split-Off.~~


~~(c)~~	~~Represents non-interest bearing payables to certain Liberty Global subsidiaries.~~UTS Acquisition, as further discussed in note 4.

~~Split-Off Agreements~~

~~In connection with the Split-Off, Liberty Latin America, Liberty Global and/or certain of their respective subsidiaries entered into the Split-Off Agreements.~~ ~~For~~Our restructuring charges during the three months ended March 31, ~~2018,~~2020 primarily relate to employee severance and termination costs associated with reorganization programs at C&W and VTR.

In addition to the restructuring charges set forth in the table above, we also incurred $2 million ofin restructuring charges ~~associated with these agreements.~~related to employee severance and termination costs at C&W, which impacted our net pension liability.


(15)	Share-based Compensation

The following table summarizes ~~the material agreements:~~our share-based compensation expense:



	Three months ended March 31,
	2020		2019
	in millions
Included in:
Other operating expense	$	0.4	$	0.2
SG&A expense	23.4		14.5
Total (a)	$	23.8	$	14.7


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

•

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


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

•

~~a facilities sharing agreement (the~~ ~~Facilities Sharing Agreement), pursuant to which, for as long as the Sublease Agreement remains in effect, Liberty Latin America will pay a fee~~The 2020 amount includes estimated bonus-related expenses for the ~~usage~~2020 year that will be paid in the form of ~~certain facilities at~~equity. Accordingly, such expenses have been included in share-based compensation expense effective January 1, 2020 and are being accounted for using the ~~office space in Denver, Colorado; and~~

liability-based method.


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

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

~~Related-Party Charges Prior to the Split-Off~~

~~Our related-party transactions prior to the Split-Off for the three months ended March 31, 2017 are as follows (in millions):~~

Revenue $ 4.0
Allocated share-based compensation expense (3.3 )
Charges from Liberty Global (3.0 )
Included in operating income (2.3 )
Interest income 1.5
Allocated tax expense (1.8 )
Included in net loss $ (2.6 )

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

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

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

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

~~Tax allocations.~~ ~~Amount represents related-party income tax allocations recognized prior to the Split-Off. See abovefor additional information regarding the Tax Sharing Agreement with Liberty Global that became effective upon the consummation of the Split-Off.~~

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~


~~(12)~~	~~Restructuring Liabilities~~

~~A summary of changes in our restructuring liabilities during the three months ended March 31, 2018 is set forth in the table below:~~

Employee severance and termination Contract termination and other Total
in millions

Restructuring liability as of January 1, 2018 $ 6.2
$ 25.4
$ 31.6
Restructuring charges 24.1
1.6
25.7
Cash paid (5.5 ) (1.3 ) (6.8 )
Foreign currency translation adjustments —
0.4
0.4
Restructuring liability as of March 31, 2018 $ 24.8
$ 26.1
$ 50.9

Current portion $ 24.3
$ 12.4
$ 36.7
Noncurrent portion 0.5
13.7
14.2
Total $ 24.8
$ 26.1
$ 50.9

~~Our restructuring charges during the three months ended March 31, 2018 primarily relate to employee severance and termination costs associated with reorganization programs at C&W.~~

~~(13)~~ ~~Share-based Compensation~~

~~The following table summarizes our share-based compensation expense:~~

Three months ended March 31,
2018 2017
in millions
Included in:
Other operating expense $ 0.1
$ 0.5
SG&A expense 6.4
5.1
Total $ 6.5
$ 5.6

Share-based Incentive Awards

The following tables summarize the share-based incentive awards related to Liberty Latin America Class A and Class C common shares held by our employees and our board of directors as of March 31, ~~2018:~~2020:

Number of
shares Weighted average base price Weighted average remaining contractual term
Share-based incentive award type in years
Stock appreciation rights (SARs):

Class A common shares:
Outstanding 1,274,964
$ 26.50
5.7
Exercisable 336,956
$ 30.95
4.5
Class C common shares:
Outstanding 2,603,506
$ 26.84
5.6
Exercisable 737,051
$ 31.17
4.3



	Number of shares	Weighted average exercise price		Weighted average remaining contractual term
Share-based incentive award type				in years
Stock appreciation rights (SARs):
Class A common shares:
Outstanding	5,476,823	$	17.50	4.1
Exercisable	1,647,576	$	23.70	4.3
Class C common shares:
Outstanding	11,004,749	$	17.54	4.1
Exercisable	3,346,678	$	23.85	4.2

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~


	Number of shares	Weighted average remaining contractual term	Number of shares	Weighted average remaining contractual term
Share-based incentive award type		in years		in years
Restricted stock units (RSUs) outstanding:
Class A common shares	139,657	2.4	536,747	2.6
Class C common shares	288,522	2.3	1,073,142	2.6
Performance-based restricted stock units (PSUs) outstanding :
Performance-based restricted stock units (PSUs) outstanding:
Class A common shares	173,849	1.5	678,714	1.0
Class C common shares	340,291	1.5	1,357,440	1.0

During the three months ended March 31, ~~2018,~~2020, we granted SARs with respect to ~~594,267~~2,072,276 Class A common shares and ~~1,188,533~~4,144,552 Class C common shares, which have ~~base~~weighted average exercise prices of ~~$21.58~~$10.42 and ~~$21.39,~~$10.48, respectively, and weighted average grant-date fair values of $7.27 and $4.49, respectively. We also granted RSUs during the three months ended March 31, 2020 with respect to 301,527 Class A common shares and 603,054 Class C common shares, which have weighted average grant-date fair values of $10.42 and $10.48, respectively.


(1416)	~~Earnings (Loss)~~Loss per Share

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

The details of our netloss attributable to Liberty Latin America shareholders are set forth below:

Three months ended March 31,
2018 (a) 2017 (b)

Weighted average shares outstanding - basic and dilutive 171,231,111
172,743,854



	Three months ended March 31,
	2020			2019
	in millions

Net loss	$	(184.6	)	$	(41.2	)
Net loss (earnings) attributable to noncontrolling interests	3.9			(0.5		)
Net loss attributable to Liberty Latin America shareholders	$	(180.7	)	$	(41.7	)

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)


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


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

The details of our weighted average shares outstanding are set forth below:



	Three months ended March 31,
	2020	2019

Weighted average shares outstanding - basic and dilutive	182,079,436	181,036,790

We reported ~~a loss~~losses attributable to Liberty Latin America shareholders during the three months ended March 31, ~~2018 . Therefore,~~2020 and 2019. As a result, the potentially dilutive effect at March 31, ~~2018~~2020 and 2019 of the following items was not included in the computation of diluted loss per share 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: (i) using the if-converted method, the aggregate number of shares potentially issuable under our Convertible Notes of approximately 18.1 million and nil, respectively, (ii) the aggregate number of shares issuable pursuant to outstanding options, SARs and RSUs of approximately ~~10.5~~22.1 million and ~~(ii)~~13.1 million, respectively, and (iii) the aggregate number of shares issuable pursuant to outstanding PSUs of approximately ~~1.2 million.~~

2.0 million and 1.6 million, respectively. A portion of these amounts relate to Liberty Latin America ~~Ltd.~~Shares held by employees of Liberty Global plc.

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~


~~(15)~~(17)	Commitments and Contingencies

Commitments

In the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect to programming contracts, network and connectivity commitments, purchases of customer premises and other equipment and services ~~non-cancellable operating leases~~ and other items. The following table sets forth the U.S. dollar equivalents of such commitments as of March 31, ~~2018:~~2020:


	Payments due during:																Payments due during:
	Remainder of 2018																Remainder of 2020
	Remainder of 2018		2019		2020		2021		2022		2023		Thereafter		Total		Remainder of 2020		2021		2022		2023		2024		2025		Thereafter		Total
	in millions																in millions

Programming commitments	$	120.3	$	58.3	$	24.4	$	18.0	$	2.2	$	1.5	$	0.7	$	225.4	$	98.7	$	106.3	$	74.3	$	43.6	$	35.4	$	0.3	$	—	$	358.6
Network and connectivity commitments	82.2		74.2		25.9		18.5		14.6		13.9		24.3		253.6		55.6		35.6		6.0		5.3		4.6		2.5		9.0		118.6
Purchase commitments	110.7		27.6		9.6		1.1		1.1		0.6		—		150.7		160.8		19.4		7.4		0.4		—		—		—		188.0
Operating leases (a)	22.5		20.6		16.9		13.4		11.4		9.1		17.3		111.2
Other commitments (a)	8.9		2.8		1.6		1.4		1.3		1.3		10.0		27.3
Total (b)	$	344.6	$	183.5	$	78.4	$	52.4	$	30.6	$	26.4	$	52.3	$	768.2
Other commitments																	13.3		2.3		1.9		1.6		1.6		1.6		9.3		31.6
Total (a)																	$	328.4	$	163.6	$	89.6	$	50.9	$	41.6	$	4.4	$	18.3	$	696.8


(a)	~~Amounts include commitments under the Sublease Agreement and the Facilities Sharing Agreement as further described in note 11.~~


~~(b)~~	The commitments included in this table do not reflect any liabilities that are included in our March 31, ~~2018~~2020 condensed consolidated balance sheet.

Programming commitments consist of obligations associated with certain programming, studio output and sports rights contracts that are enforceable and legally binding on us, as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. In addition, programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect that this will continue to be the case in future periods. In this regard, our total programming and copyright costs aggregated ~~$96~~$101 million and ~~$102~~$111 million during the three months ended March 31, ~~2018,~~2020 and ~~2017,~~2019, respectively.

Network and connectivity commitments ~~relate largely to~~include (i) ~~VTR’s~~ domestic network service agreements with certain other telecommunications companies and (ii) VTR’s mobile virtual network operator (MVNO) agreement. The amounts reflected in the

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

above table with respect to ~~certain of~~ our MVNO ~~commitments~~commitment represent fixed minimum amounts payable under ~~these agreements~~this agreement and, therefore, may be significantly less than the actual amounts VTR ultimately pays in these periods.

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

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

Guarantees and Other Credit Enhancements

In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future. In addition, C&W has provided indemnifications of (i) up to $300 million with respect to any potential tax-related claims related to the disposal in April 2013 of C&W’s interests in certain businesses and (ii) an unlimited amount of qualifying claims associated with the disposal of another business in May 2014. The first indemnification ~~expires~~expired in April 2020 and the second expires in May 2020. We do not expect that either of these arrangements will require us to make material payments to the indemnified parties.

Legal and Regulatory Proceedings and Other Contingencies

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

In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming and copyright fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.


~~(16)~~(18)	Segment Reporting

We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA (as defined below) or total assets. We evaluate performance and make decisions about allocating resources to our reportable segments based on financial measures such as revenue and Adjusted OIBDA. In addition, we review non-financial measures such as subscriber ~~growth, as appropriate.~~growth.

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

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)

other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. As further described in note 2, effective January 1, 2018, we adopted ASU 2017-07, which resulted in the reclassification of certain pension-related credits from SG&A to non-operating income (expense) in our condensed consolidated statements of operations. As a result of the adoption, we have presented $3 million of pension-related credits in other income, net in our condensed consolidated statement of operations during each of the three months ended March 31, 2018 and 2017. Effective December 31, 2017, we include certain charges previously allocated to us by Liberty Global in the calculation of Adjusted OIBDA. These charges represent fees for certain services provided to us and totaled $3 million for the three months ended March 31, 2017. We believe changing the definition of Adjusted OIBDA to include these charges is meaningful

~~Liberty Latin America Ltd.~~

~~Notes to Condensed Consolidated Financial Statements – (Continued)~~

~~March 31, 2018~~

~~(unaudited)~~

~~given they represent operating costs we will continue to incur subsequent to the Split-Off as a standalone public company. This change has been given effect for all periods presented.~~ A reconciliation of total Adjusted OIBDA to ~~our earnings (loss)~~ operating income and to lossbefore income taxes is presented below.

As of March 31, ~~2018,~~2020, our reportable segments are as follows:

•C&W

•~~VTR~~VTR/Cabletica

•Liberty Puerto Rico

Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet and fixed-line telephony services and, with the exception of Liberty Puerto Rico, mobile services. We provide residential and B2B services in (i) 18over 20 countries, primarily in Latin America and the Caribbean, through C&W, (ii) Chile and Costa Rica, through ~~VTR~~VTR/Cabletica, and (iii) Puerto Rico, through Liberty Puerto Rico. C&W also provides (i) B2B ~~communication~~ services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its ~~sub-sea~~subsea and terrestrial fiber optic cable networks that connect over 40 markets in that region. Our corporate category includes our corporate operations.

Performance Measures of our Reportable Segments

The amounts presented below represent 100% of the revenue and Adjusted OIBDA of each of our reportable ~~segment’s revenue~~segments and ~~Adjusted OIBDA.~~our corporate operations. As we have the ability to control ~~Liberty Puerto Rico~~Cabletica and certain subsidiaries of C&W that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of ~~Liberty Puerto Rico and~~(i) certain subsidiaries of C&W and (ii) Cabletica are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.


	Revenue						Adjusted OIBDA						Revenue
	Three months ended March 31,						Three months ended March 31,						Three months ended March 31,
	2018			2017			2018			2017			2020			2019
	in millions												in millions

C&W(a)	$	585.5		$	575.6		$	229.1		$	209.9		$	588.6		$	569.8
VTR	263.8			229.3			105.0			91.6
VTR/Cabletica													240.1			276.5
Liberty Puerto Rico	61.8			106.7			18.0			51.3			104.6			98.6
Corporate	—			—			(11.3		)	(5.1		)
Intersegment eliminations	(1.2		)	(0.7		)	—			—			(2.3		)	(2.2		)
Total	$	909.9		$	910.9		$	340.8		$	347.7		$	931.0		$	942.7


(a)	The amount presented for 2019 excludes the pre-acquisition revenue of UTS, which was acquired effective March 31, 2019.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, 2020

(unaudited)



	Adjusted OIBDA
	Three months ended March 31,
	2020			2019
	in millions

C&W (a)	$	232.8		$	222.5
VTR/Cabletica	93.4			106.9
Liberty Puerto Rico	50.5			47.9
Corporate	(12.8		)	(11.5		)
Total	$	363.9		$	365.8


(a)	The amount presented for 2019 excludes the pre-acquisition Adjusted OIBDA of UTS, which was acquired effective March 31, 2019.

The following table provides a reconciliation of total Adjusted OIBDA to operating income and to loss before income taxes:



	Three months ended March 31,
	2020			2019
	in millions

Total Adjusted OIBDA	$	363.9		$	365.8
Share-based compensation expense	(23.8		)	(14.7		)
Depreciation and amortization	(213.5		)	(217.3		)
Impairment, restructuring and other operating items, net	(18.8		)	(20.5		)
Operating income	107.8			113.3
Interest expense	(143.3		)	(115.7		)
Realized and unrealized gains (losses) on derivative instruments, net	17.4			(69.0		)
Foreign currency transaction gains (losses), net	(164.3		)	32.2
Losses on debt modification and extinguishment	(3.4		)	—
Other income, net	6.8			2.4
Loss before income taxes	$	(179.0	)	$	(36.8	)

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

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

Three months ended March 31,
2018 2017
in millions

Total Adjusted OIBDA $ 340.8
$ 347.7
Share-based compensation (6.5 ) (5.6 )
Depreciation and amortization (202.3 ) (193.9 )
Impairment, restructuring and other operating items, net (33.7 ) (13.4 )
Operating income 98.3
134.8
Interest expense (102.5 ) (94.3 )
Realized and unrealized losses on derivative instruments, net (41.5 ) (27.3 )
Foreign currency transaction gains, net 15.9
14.5
Loss on debt modification and extinguishment (13.0 ) —
Other income, net 5.3
6.0
Earnings (loss) before income taxes $ (37.5 ) $ 33.7

Property and Equipment Additions of our Reportable Segments

The property and equipment additions of our reportable segments (including capital additions financed under vendor financing or ~~capital~~finance lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our condensed consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing, see note 8.



	Three months ended March 31,
	2020			2019
	in millions

C&W (a)	$	70.5		$	63.6
VTR/Cabletica	44.9			54.1
Liberty Puerto Rico	13.3			19.8
Corporate	4.2			1.6
Total property and equipment additions	132.9			139.1
Assets acquired under capital-related vendor financing arrangements	(23.6		)	(10.9		)
Assets acquired under finance leases	—			(0.1		)
Changes in current liabilities related to capital expenditures	39.9			31.5
Total capital expenditures	$	149.2		$	159.6

Three months ended March 31,
2018 2017
in millions

C&W $ 67.2
$ 60.5
VTR 57.0
55.4
Liberty Puerto Rico 69.8
23.3
Total property and equipment additions 194.0
139.2
Assets acquired under capital-related vendor financing arrangements (20.7 ) (14.1 )
Assets acquired under capital leases (0.6 ) (0.9 )
Changes in current liabilities related to capital expenditures 15.5
0.2
Total capital expenditures $ 188.2
$ 124.4


(a)	The amount presented for 2019 excludes the pre-acquisition property and equipment additions of UTS, which was acquired effective March 31, 2019.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

Revenue by Major Category

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

Three months ended March 31, 2018
C&W VTR Liberty Puerto Rico Intersegment Eliminations Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue (a):
Video $ 42.7
$ 99.7
$ 23.3
$ —
$ 165.7
Broadband internet 53.7
96.6
25.3
—
175.6
Fixed-line telephony 26.9
34.6
3.5
—
65.0
Total subscription revenue 123.3
230.9
52.1
—
406.3
Non-subscription revenue (b) 21.5
7.5
1.7
—
30.7
Total residential fixed revenue 144.8
238.4
53.8
—
437.0
Residential mobile revenue:
Subscription revenue (a) 155.1
16.3
—
—
171.4
Non-subscription revenue (c) 22.1
3.2
—
—
25.3
Total residential mobile revenue 177.2
19.5
—
—
196.7
Total residential revenue 322.0
257.9
53.8
—
633.7
B2B revenue:
Subscription revenue —
5.6
4.3
—
9.9
Non-subscription revenue (d) 203.9
0.3
3.0
(1.2 ) 206.0
Sub-sea network revenue (e) 59.6
—
—
—
59.6
Total B2B revenue 263.5
5.9
7.3
(1.2 ) 275.5
Other revenue —
—
0.7
—
0.7
Total $ 585.5
$ 263.8
$ 61.8
$ (1.2 ) $ 909.9



	Three months ended March 31, 2020
	C&W		VTR/Cabletica		Liberty Puerto Rico		Intersegment Eliminations (a)			Total
	in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue (b):
Video	$	44.9	$	95.0	$	35.3	$	—		$	175.2
Broadband internet	71.0		94.4		45.5		—			210.9
Fixed-line telephony	24.3		20.3		5.9		—			50.5
Total subscription revenue	140.2		209.7		86.7		—			436.6
Non-subscription revenue (c)	16.9		6.0		4.6		—			27.5
Total residential fixed revenue	157.1		215.7		91.3		—			464.1
Residential mobile revenue:
Service revenue (b)	130.9		14.6		—		—			145.5
Interconnect, equipment sales and other (d)	17.6		2.0		—		—			19.6
Total residential mobile revenue	148.5		16.6		—		—			165.1
Total residential revenue	305.6		232.3		91.3		—			629.2
B2B revenue:
Service revenue (e)	213.4		7.8		13.3		(0.3		)	234.2
Subsea network revenue (f)	69.6		—		—		(2.0		)	67.6
Total B2B revenue	283.0		7.8		13.3		(2.3		)	301.8
Total	$	588.6	$	240.1	$	104.6	$	(2.3	)	$	931.0


(a)	~~Residential fixed~~Represents intersegment transactions between (i) C&W and ~~mobile subscription revenue includes amounts received from subscribers for ongoing services.~~Liberty Puerto Rico and (ii) C&W and VTR/Cabletica.


(b)	Residential fixed subscription and residential mobile services revenue include amounts received from subscribers for ongoing fixed and airtime services, respectively.


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


~~(c)~~(d)	~~Residential mobile non-subscription revenue~~The total amount includes ~~among other items, interconnect revenue and~~$10 million of revenue from sales of mobile handsets and other devices.

~~(d)~~(e)

B2B ~~non-subscription~~service revenue primarily includes ~~business~~ broadband internet, video, fixed-line telephony, mobile and ~~data~~managed services (including equipment installation contracts) offered to small (including small or home office), medium toand large enterprises and, on a wholesale basis, to other telecommunication operators. The total amount also includes $3 million of revenue from sales of mobile handsets and other devices.


~~(e)~~(f)	B2B ~~sub-sea~~subsea network revenue includes long-term capacity contracts with customers where the customer either pays a ~~fixed~~ fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)


	Three months ended March 31, 2017											Three months ended March 31, 2019
	C&W		VTR		Liberty Puerto Rico		Intersegment Eliminations			Total		C&W (a)		VTR/Cabletica		Liberty Puerto Rico		Intersegment Eliminations (b)			Total
	in millions											in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Subscription revenue (c):
Video	$	40.5	$	87.4	$	42.7	$	—		$	170.6	$	43.9	$	108.7	$	35.0	$	—		$	187.6
Broadband internet	52.8		82.3		40.4		—			175.5		60.2		104.8		41.8		—			206.8
Fixed-line telephony	29.3		34.3		6.4		—			70.0		24.3		27.5		5.7		—			57.5
Total subscription revenue	122.6		204.0		89.5		—			416.1		128.4		241.0		82.5		—			451.9
Non-subscription revenue	23.5		7.4		5.9		—			36.8
Non-subscription revenue (d)												15.0		8.9		5.3		—			29.2
Total residential fixed revenue	146.1		211.4		95.4		—			452.9		143.4		249.9		87.8		—			481.1
Residential mobile revenue:
Subscription revenue	161.8		12.6		—		—			174.4
Non-subscription revenue	19.9		2.3		—		—			22.2
Service revenue (c)												135.0		15.7		—		—			150.7
Interconnect, equipment sales and other (e)												19.0		3.4		—		—			22.4
Total residential mobile revenue	181.7		14.9		—		—			196.6		154.0		19.1		—		—			173.1
Total residential revenue	327.8		226.3		95.4		—			649.5		297.4		269.0		87.8		—			654.2
B2B revenue:
Subscription revenue	—		2.7		6.7		—			9.4
Non-subscription revenue	201.4		0.3		3.3		(0.7		)	204.3
Sub-sea network revenue	46.4		—		—		—			46.4
Service revenue (f)												210.9		7.5		10.8		(0.6		)	228.6
Subsea network revenue (g)												61.5		—		—		(1.6		)	59.9
Total B2B revenue	247.8		3.0		10.0		(0.7		)	260.1		272.4		7.5		10.8		(2.2		)	288.5
Other revenue	—		—		1.3		—			1.3
Total	$	575.6	$	229.3	$	106.7	$	(0.7	)	$	910.9	$	569.8	$	276.5	$	98.6	$	(2.2	)	$	942.7


(a)	The amounts presented exclude the pre-acquisition revenue of UTS, which was acquired effective March 31, 2019.


(b)	Represents intersegment transactions between (i) C&W and Liberty Puerto Rico and (ii) C&W and VTR/Cabletica.


(c)	Residential fixed subscription and residential mobile services revenue include amounts received from subscribers for ongoing fixed and airtime services, respectively.


(d)	Residential fixed non-subscription revenue primarily includes interconnect and advertising revenue.


(e)	The total amounts include $7 million of revenue from sales of mobile handsets and other devices.

(f)

B2B service revenue primarily includes broadband internet, video, fixed-line telephony, mobile and managed services (including equipment installation contracts) offered to small (including small or home office), medium and large enterprises and, on a wholesale basis, other telecommunication operators. These amounts also include $4 million of revenue from sales of mobile handsets and other devices.


(g)	B2B subsea network revenue 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.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

March 31, ~~2018~~2020

(unaudited)

Geographic ~~Segments~~Markets

The revenue offrom third-party customers for our geographic ~~segments~~markets is set forth ~~below:~~in the table below. Except as otherwise noted, the amounts presented include revenue from residential and B2B operations.


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020		2019
	in millions						in millions
C&W (a):

Panama	$	149.2		$	153.7		$	137.7	$	140.3
Networks & LatAm (a)							95.0		88.7
Jamaica	92.5			83.6			96.1		93.0
Networks & LatAm (b)	94.1			76.9
The Bahamas	64.1			72.0			49.3		53.6
Barbados	39.4			40.2			36.7		37.5
Curacao (b)							39.6		7.0
Trinidad and Tobago	40.7			42.8			40.8		39.6
Chile							206.4		244.0
Costa Rica							33.7		32.5
Puerto Rico							104.3		98.0
Other (c)	105.5			106.4			91.4		108.5
Total C&W	585.5			575.6
Chile	263.8			229.3
Puerto Rico	61.8			106.7
Intersegment eliminations	(1.2		)	(0.7		)
Total	$	909.9		$	910.9		$	931.0	$	942.7


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


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


(b)	The amount presented for 2019 excludes the pre-acquisition revenue of UTS, which was acquired effective March 31, 2019.


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


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

The following discussion and analysis, which should be read in conjunction with our 2019 Form 10-K and the condensed consolidated financial statements and ~~the discussion and analysis~~accompanying notes included in ~~our 2017~~Part I, Item 1 of this Form ~~10-K,~~10-Q, is intended to assist in providing an understanding of our financial condition, changes in financial condition and results of operations and is organized as follows:


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


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


•	Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three months ended March 31, ~~2018~~2020 and ~~2017.~~2019.


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

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

Unless otherwise indicated, convenience translations into U.S. dollars are calculated as of March 31, ~~2018.~~2020.

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, ~~and~~ Item 3. Quantitative and Qualitative Disclosures About Market Riskand Item 4. Controls and Procedures and Part II, Item 1A. Risk Factors may contain forward-looking statements, including statements regarding: our business, product, foreign currency and finance strategies in ~~2018; the anticipated rate and cost of our recovery in certain markets from the impact of Hurricanes Maria and Irma; our property and equipment additions in 2018;~~2020; subscriber growth and retention rates; changes in competitive, regulatory and economic factors; ~~the timing and impacts of proposed transactions;~~ anticipated changes in our revenue, ~~costs~~expenses, or growth rates; debt levels; our ~~liquidity;~~liquidity and our ability to access the liquidity of our subsidiaries; credit risks; internal control over financial reporting; foreign currency risks; ~~target leverage levels;~~interest rate risks; compliance with debt, financial and other covenants; our future projected contractual commitments and cash flows; the AT&T Acquisition, including financing plans, the expected closing date, and the potential risks associated with such acquisition; the potential impacts of COVID-19 on our business and results of operations; reductions in operating and capital costs; the remediation of material weaknesses; 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 ~~evaluating these statements, you should consider~~addition to the ~~risks~~risk factors described in Part II, Item 1A of this Quarterly Report and ~~uncertainties discussed~~Part I, Item 1A in our ~~2017~~2019 Form 10-K, ~~as well as~~ the following ~~list of~~are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:

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

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

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

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

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

changes in consumer ~~television~~ viewing preferences and ~~habits;~~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;

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 ~~or our affiliates~~ operate and adverse outcomes from regulatory proceedings;

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

our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, and the impact of conditions imposed by competition and other regulatory authorities in connection with ~~acquisitions;~~acquisitions, such as the AT&T Acquisition;

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;~~acquire, such as with respect to the AT&T Acquisition;

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

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

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

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

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

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

the availability of capital for the acquisition and/or development of telecommunications networks and ~~services;~~

~~certain factors outside of our control that may impact the timing~~services, including property and ~~extent of the restoration of our networks and services in Puerto Rico and certain of our C&W markets following Hurricanes Irma and Maria;~~equipment additions;

problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we ~~acquire;~~acquire, such as with respect to the AT&T Acquisition;

piracy, targeted vandalism against our networks, and cybersecurity threats or other security breaches, including the leakage of sensitive customer ~~data;~~data, which could harm our business or reputation;

the outcome of any pending or threatened litigation;

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

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

our equity capital structure;

changes in and compliance with applicable data privacy laws, rules, and regulations;

our ability to recoup insurance reimbursements and settlements from third-party providers;

our ability to comply with economic and trade sanctions laws, such as the U.S. Treasury Department’s Office of Foreign Assets Control; and

events that are outside of our control, such as political conditions and unrest in international markets, terrorist attacks, malicious human acts, hurricanes and other natural disasters, pandemics, including the COVID-19 pandemic, and other similar events.

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

Overview

General

We are an international provider of ~~video, broadband internet, fixed-line telephony~~fixed, mobile and ~~mobile~~subsea telecommunications services. We provide residential and B2B communications services in (i) 18over 20 countries, primarily in Latin America and the Caribbean, through C&W, (ii) Chile and Costa Rica, through ~~VTR~~VTR/Cabletica, and (iii) Puerto Rico, through Liberty Puerto Rico. C&W also provides (i) B2B ~~communication~~ services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its ~~sub-sea~~subsea and terrestrial fiber optic cable networks that connect over 40 markets in that region.

~~Operations~~

~~As described below, Hurricanes Irma and Maria caused significant damage to~~C&W owns less than 100% of certain of its consolidated subsidiaries, including C&W Bahamas (a 49.0%-owned entity that owns all of our operations in the ~~Impacted Markets, as defined below, resulting~~Bahamas), C&W Jamaica (a 92.3%-owned entity that owns the majority of our operations in ~~disruptions to~~Jamaica), and C&W Panama (a 49.0%-owned entity that owns most of our ~~telecommunications services. As~~operations in Panama). In addition, we ~~are still in the process~~own Cabletica through our 80.0% ownership of assessing the operational impacts of the hurricanes in the Impacted Markets, we are unable to accurately estimate our homes passed and subscriber numbers as of March 31, 2018. Accordingly, the March 31, 2018 subscriber numbers for the Impacted Markets reflect subscriber amounts as of August 31, 2017 as adjusted through March 31, 2018 for (i) net voluntary disconnects and (ii) disconnects related to customers whose accounts are delinquent. The Liberty Puerto Rico homes passed reflect the August 31, 2017 levels adjusted for approximately 30,000 homes in geographic areas we may not rebuild.its parent, LBT CT Communications, S.A..

Operations

At March 31, ~~2018,~~2020, we (i) owned and operated fixed networks that passed ~~6,457,900~~7,583,000 homes and served ~~5,231,000~~6,101,600 revenue generating units (RGUs), comprising ~~2,146,800~~2,656,900 broadband internet subscribers, ~~1,691,700~~1,985,400 video subscribers and ~~1,392,500~~1,459,300 fixed-line telephony subscribers and (ii) served ~~3,620,400~~3,619,800 mobile subscribers.

~~Hurricane Impact Update~~COVID-19

In ~~September 2017, Hurricanes Irma~~December 2019, COVID-19 was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a “pandemic,” pointing to the sustained risk of further global spread. To date, confirmed cases of COVID-19 are present in each of the markets in which we operate. Through March 31, 2020, COVID-19 has not had a material impact on our financial position, results of operations or liquidity. The extent to which COVID-19 impacts our future operational and ~~Maria impacted~~financial performance will depend on certain developments, which include, among other factors:

the duration and spread of the outbreak;

the ability of governments and medical professionals in our markets to respond to the outbreak;

the impact of government regulations imposed in response to the pandemic, including initiated laws and moratoriums;

the impact on our customers and our sales cycles;

the impact on actual and expected customer receivable collection patterns, including the impact of such patterns on our allowance for bad debt provisions following the adoption of ASU 2016-13 on January 1, 2020;

the impact on our employees, including that from labor shortages or work from home initiatives;

the impacts on foreign currency and interest rate fluctuations; and

the effect on our vendors, as COVID-19 could have adverse impacts on our supply chain thereby impacting our customers’ ability to use our services.

Given the impacts of COVID-19 continue to rapidly evolve, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain and cannot be predicted at this time. If the disruptions we are experiencing were to worsen or extend over a ~~number~~prolonged period, COVID-19 could have a material adverse impact on our results of operations and cash flows, financial condition and liquidity. The heightened volatility of global markets resulting from COVID-19 further expose us to risks and uncertainties.

As COVID-19 continues to spread, we have, and expect to continue to take, a variety of measures to promote the safety and security of our ~~markets~~employees, and ensure the availability of our communication services. To this end, we have upgraded our network in an effort to handle peak traffic, accelerated our digital transformation efforts, initiated moves to self-installations for as many of our services and customers as possible, are developing innovative pricing plans that meet our customers’ needs across our prepaid products, our fixed products, our Pay-TV products, and our B2B products, and continue to evaluate and change our cost structure. In this regard, in an effort to mitigate potential revenue challenges that may arise from COVID-19, and based on our

current view of the ~~Caribbean, resulting in varying degrees~~potential impacts of ~~damage~~COVID-19 on our business, we have identified and begun to ~~homes, businesses~~take actions that are expected to help reduce certain fixed-related operating costs and ~~infrastructure in these markets. The most extensive damage occurred~~capital costs by approximately $150 million during the remainder of 2020, of which approximately half relates to operating costs and expenses.

AT&T Acquisition

On October 9, 2019, Liberty Latin America’s wholly-owned subsidiary, Leo Cable, agreed to acquire AT&T’s wireless and wireline operations in Puerto Rico and ~~certain markets within our C&W reportable segment (collectively,~~ the ~~Impacted Markets). We continue to remain uncertain as to the extent~~U.S. Virgin Islands in an all-cash transaction. The AT&T Acquisition is valued at an enterprise value of $1.95 billion on a cash- and ~~ultimate completion of our restoration and reconnection efforts in the Impacted Markets.~~

~~We maintain an integrated group property and business interruption insurance program covering all Impacted Markets up to a limit of $75 million per occurrence, which is generally~~debt-free basis, subject to ~~$15 million per occurrence~~certain adjustments. We intend to finance this acquisition through a combination of ~~self-insurance. Although~~net proceeds from the 2026 SPV Credit Facility, the 2027 LPR Senior Secured Notes and available liquidity. In connection with the AT&T Acquisition, we ~~are continuing~~expect to ~~assess~~incur significant operating and capital costs to integrate the ~~alternatives under~~businesses of AT&T with our ~~insurance policy, we currently believe that the hurricanes will result~~existing operations in ~~at least two occurrences. This policy~~Puerto Rico.

The AT&T Acquisition is subject to the ~~normal terms~~satisfaction of customary closing conditions, including reviews by the FCC and ~~conditions applicable to this type~~clearance by the DOJ under the Hart-Scott-Rodino Antitrust Improvement Act of ~~insurance. We expect that the insurance recovery will only cover a portion of the incurred losses of each of our impacted businesses.~~

~~During the three months ended March 31, 2018,~~1976, as amended (the HSR Act). On January 10, 2020, we received a ~~net advance payment~~request for additional information and documentary materials (a Second Request) from ~~our third-party insurance provider of $30 million associated~~the DOJ regarding the AT&T Acquisition. This information request was issued in conjunction with the initial insurance claims filed in connection with damages sustained from the hurricanes. Until such claims are legally settled, the advance is included in other accrued and current liabilities in our condensed consolidated balance sheet.

~~Liberty Puerto Rico~~. In Puerto Rico, the damage caused by Hurricane Maria and, to a lesser extent Hurricane Irma, was extensive and widespread. Individuals and businesses across Puerto Rico continue to deal with significant challenges caused by the severe damage to essential infrastructure, including damage to Puerto Rico’s power supply and transmission system. Similarly, Liberty Puerto Rico’s broadband communications network suffered extensive damage. As of March 31, 2018, we have been able to restore service to approximately 560,000 RGUs of our total estimated 723,100 RGUs at Liberty Puerto Rico. Additionally, we estimate that approximately $130 millionof property and equipment additions will be required to restore nearly all of Liberty Puerto Rico’s broadband communications network, of which approximately $112 million has been incurred following the hurricanes~~through March 31, 2018.~~

~~While the negative impacts from the hurricanes are declining as the network is restored and customers are reconnected, we expect that the adverse impacts~~DOJ’s review of the ~~hurricanes on Liberty Puerto Rico’s revenue and Adjusted OIBDA will continue through 2018and beyond. The severity~~transaction under the HSR Act. Issuance of the ~~hurricanes’ impact on Liberty Puerto Rico’s future revenue and Adjusted OIBDA will be influenced in part by~~Second Request extends the ~~following uncertainties:~~

waiting period under the ~~length of time that it will take to restore Puerto Rico’s power and transmission system and to fully restore our network;~~

~~the number of people that will choose to leave Puerto Rico for an extended period or permanently; and~~

~~the ability of the Puerto Rico and U.S. governments to effectively oversee the recovery process in Puerto Rico.~~

In terms of liquidity for Liberty Puerto Rico, the cash provided by its operations was a significant source of pre-hurricane liquidity. As a result of the hurricane impacts, we do not expect Liberty Puerto Rico will generate positive cash from operations, inclusive of capital expenditures,HSR Act until ~~at least the latter half of 2018. In this regard, Liberty Puerto Rico’s liquidity needs are being funded by the up to $60 million LCPR Equity Commitment from~~30 days after both Liberty Latin America and Searchlight, $45 million of which has been provided during 2018, including $20 million subsequent to March 31, 2018, and an insurance advance of $35 million ($30 million through a third-party insurance provider andAT&T have substantially complied with the ~~remainder through a captive insurance subsidiary). Future liquidity sources~~Second Request or such later time as such parties may agree with the DOJ, unless the waiting period is terminated earlier by the DOJ. We are expected to include further insurance proceeds, the remaining portion of the LCPR Equity Commitment, as applicable, through December 31, 2018 of up to $15 million and, cash from operations. For additional information regarding the LCPR Equity Commitment, see ~~Material Changes in Financial Condition~~ ~~below. While there are still uncertainties with respect to Liberty Puerto Rico’s recovery from the hurricanes, and no assurance can be given as~~responding to the ~~ultimate amount or timing of liquidity to be received from cash from operations or insurance proceeds, we expect these existing~~information request as quickly as practicable and ~~potential sources of liquidity~~ will ~~be sufficient to satisfy Liberty Puerto Rico’s liquidity requirements over the next twelve months.~~

~~C&W.~~ ~~C&W offers services over fixed and mobile networks, and portions of these networks in C&W’s Impacted Markets were significantly damaged as a result of the hurricanes. The most notable markets that~~ continue to ~~be impacted are~~work cooperatively with the ~~British Virgin Islands and Dominica. Services~~DOJ in connection with its review. We expect the AT&T Acquisition to ~~most of our fixed-line customers in these markets have not yet been restored. While mobile services have been largely restored in C&W’s Impacted Markets, we are still~~close in the ~~process~~second half of ~~completing the restoration of our mobile network infrastructure. In addition to network damage, these markets are also dealing with extensive damage to homes, businesses and essential infrastructure.~~

~~We currently estimate that approximately $50 million of property and equipment additions will be required to restorenearly all of the damaged networks in C&W’s Impacted Markets, of which approximately $21 millionhas been incurred following the hurricanes~~through March 31, 2018. The negative impacts of the hurricanes are declining as the networks are restored and customers are reconnected, and we do not expect there to be a material impact from hurricanes on C&W’s revenue and Adjusted OIBDA during 2018.2020.

Material Changes in Results of Operations

The comparability of our operating results during the three months ended March 31, 2020 and 2019 is affected by an acquisition, a disposal and FX effects. As we use the term, organic changes exclude FX and the impacts of acquisitions and disposals, each as further discussed below.

In the following discussion, we quantify the estimated impact ~~of acquisitions (the~~ ~~Acquisition Impact~~) on ~~our operating results. The Acquisition Impact represents our estimate of the difference between~~ the operating results of the periods under comparison that is attributable to ~~an acquisition. Accordingly, in~~acquisitions and disposals. With respect to acquisitions, organic changes and the ~~following discussion, (i)~~calculations of our organic ~~increases~~change percentages exclude the operating results of an acquired entity during the first 12 months following the date of ~~acquisition~~acquisition. With respect to disposals, the prior-year period operating results of disposed entities are excluded from organic changes and ~~(ii)~~ the ~~calculation~~calculations of our organic change percentages ~~exclude~~to the ~~Acquisition Impact of such entity.~~same extent that those operations are not included in the current-year period.

Changes in foreign currency exchange rates may have a significant impact on our operating results, as VTR, Cabletica and certain entities within C&W have functional currencies other than the U.S. dollar. Our primary exposure to foreign currency translation effects (FX) risk ~~during 2018 was~~is to the Chilean peso, as ~~29.0%~~a significant portion of our revenue ~~during~~is derived from VTR. For example, the average FX rate for the Chilean peso per one U.S. dollar deteriorated by 21% for the three months ended March 31, ~~2018 was derived from VTR, whose functional currency is~~2020, as compared to the ~~Chilean peso. In addition, our operating results are impacted by changes~~corresponding period in ~~the exchange rates for other local currencies inLatin America and the Caribbean.~~2019. The impacts to the various components of our results of operations that are attributable to changes in FX are highlighted below. For information concerning our foreign currency risks and applicable foreign currency exchange rates, see Item 3. Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency ~~Exchange~~ Rates below.

The amounts presented and discussed below represent 100% of the revenue and ~~Adjusted OIBDA~~expenses of each ~~reportable~~ segment and our corporate ~~operations, as further discussed in note 16 to our condensed consolidated financial statements.~~operations. As we have the ability to control ~~Liberty Puerto Rico and~~ certain subsidiaries ~~of C&W~~ that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of ~~Liberty Puerto Rico and~~ certain subsidiaries of C&W and Cabletica are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.

~~Prior~~On April 1, 2019, certain B2B operations in Puerto Rico were transferred from our C&W segment to ~~the Split-Off,~~our Liberty ~~Global allocated~~Puerto Rico segment, and on January 1, 2020, our captive insurance operation was transferred from our C&W segment to our corporate operations. These transfers did not have a ~~portion of their corporate function costs to us, based primarily~~significant impact on the ~~estimated percentage~~financial results of ~~time spent by corporate personnel providing services to us. Such costs were not intended to reflect the costs of operating as a standalone public company. Accordingly,~~ our corporate-related SG&A costs have increased significantly during 2018, as compared with 2017, as a result of operating as a standalone company and incurring certain public company-related costs. These costs include executive employee and board of directors expenses; insurance; costs related to the compliance with federal securities laws (including compliance with the Sarbanes-Oxley Act of 2002); and costs for financial reporting, tax administration, human resources functions and centralization of certain other corporate functions~~. These increases in costs are inclusive of costs~~

~~that~~C&W or Liberty ~~Global charges us in connection with certain of the Split-Off Agreements, as further described in note 11 to our condensed consolidated financial statements.~~Puerto Rico segments.

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

Revenue

All of our ~~reportable~~ segments derive their revenue primarily from (i) residential ~~broadband communications~~fixed services, including video, broadband internet and ~~fixed-line~~ telephony, ~~services,~~ (ii) with the exception of Liberty Puerto Rico, residential mobile services, and (iii) B2B ~~communications~~ services. ~~For detailed information regarding the composition of our reportable segments, see note 16 to our condensed consolidated financial statements.~~C&W also provides wholesale communication services over its subsea and terrestrial fiber optic cable networks.

While not specifically discussed in the below explanations of the changes in ~~the~~ revenue, ~~of our reportable segments,~~ we are experiencing significant competition in all of our markets. This competition has an adverse impact on our ability to increase or maintain our RGUs and/or average monthly subscription revenue per average fixed RGU or mobile subscriber, as applicable, (ARPU).

Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of RGUs or mobile subscribers during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (i) changes in prices, (ii) changes in bundling or promotional discounts, (iii) changes in the tier of services selected, (iv) variances in subscriber usage patterns, and (v) the overall mix of fixed and mobile products ~~within a segment~~ during the period. In the following discussion, we discuss ARPU changes in terms of the net impact of the above factors on the ARPU that is derived from our video, broadband internet, fixed-line telephony and mobile products. ~~At Liberty Puerto Rico, variances in revenue during the three months ended March 31, 2018, as compared to the corresponding period in 2017, were significantly impacted by Hurricanes Maria and Irma.~~

The following table sets forth revenue by reportable segment:

Three months ended March 31, Increase (decrease)
2018 2017 $ %
in millions, except percentages

C&W $ 585.5
$ 575.6
$ 9.9
1.7
VTR 263.8
229.3
34.5
15.0
Liberty Puerto Rico 61.8
106.7
(44.9 ) (42.1 )
Intersegment eliminations (1.2 ) (0.7 ) (0.5 ) N.M.
Total $ 909.9
$ 910.9
$ (1.0 ) (0.1 )

~~N.M.~~ — ~~Not Meaningful.~~



	Three months ended March 31,						Increase (decrease)
	2020			2019			$			%
	in millions, except percentages

C&W	$	588.6		$	569.8		$	18.8		3.3
VTR/Cabletica	240.1			276.5			(36.4		)	(13.2	)
Liberty Puerto Rico	104.6			98.6			6.0			6.1
Intersegment eliminations	(2.3		)	(2.2		)	(0.1		)	4.5
Total	$	931.0		$	942.7		$	(11.7	)	(1.2	)

Consolidated. The decrease during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017,~~2019, includes (i) an increase of $32 million associated with the impact of the UTS Acquisition, (ii) a decrease of ~~$45~~$15 million ~~at Liberty Puerto Rico primarily attributable to~~associated with the ~~hurricanes,~~impact of a disposal and ~~increases~~(iii) a decrease of ~~$10 million and $23~~$47 million attributable to the ~~impacts~~impact of ~~the C&W Carve-out Acquisition and FX, respectively.~~FX. Excluding the effects of the ~~C&W Carve-out~~UTS Acquisition, a disposal and FX, revenue ~~decreased $34~~increased $18 million or ~~3.7%~~1.9%. The organic ~~decrease~~increase includes ~~declines~~increases of ~~$45~~$9 million, $4 million and $1$6 million at C&W, VTR/Cabletica and Liberty Puerto Rico, ~~and C&W,~~ respectively, ~~and an increase of $13 million at VTR,~~ as further discussed below.

As further described in notes 2 and 3 to our condensed consolidated financial statements, we adopted ASU 2014-09 effective January 1, 2018 using the cumulative effect transition method. The impact to revenue during three months ended March 31, 2018 was not material.

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

Three months ended March 31, Increase (decrease)
2018 2017 $ %
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video $ 42.7
$ 40.5
$ 2.2
5.4
Broadband internet 53.7
52.8
0.9
1.7
Fixed-line telephony 26.9
29.3
(2.4 ) (8.2 )
Total subscription revenue 123.3
122.6
0.7
0.6
Non-subscription revenue 21.5
23.5
(2.0 ) (8.5 )
Total residential fixed revenue 144.8
146.1
(1.3 ) (0.9 )
Residential mobile revenue:
Subscription revenue 155.1
161.8
(6.7 ) (4.1 )
Non-subscription revenue 22.1
19.9
2.2
11.1
Total residential mobile revenue 177.2
181.7
(4.5 ) (2.5 )
Total residential revenue 322.0
327.8
(5.8 ) (1.8 )
B2B revenue:
Non-subscription revenue 203.9
201.4
2.5
1.2
Sub-sea network revenue 59.6
46.4
13.2
28.4
Total B2B revenue 263.5
247.8
15.7
6.3
Total $ 585.5
$ 575.6
$ 9.9
1.7



	Three months ended March 31,				Increase (decrease)
	2020		2019		$			%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	44.9	$	43.9	$	1.0		2.3
Broadband internet	71.0		60.2		10.8			17.9
Fixed-line telephony	24.3		24.3		—			—
Total subscription revenue	140.2		128.4		11.8			9.2
Non-subscription revenue	16.9		15.0		1.9			12.7
Total residential fixed revenue	157.1		143.4		13.7			9.6
Residential mobile revenue:
Service revenue	130.9		135.0		(4.1		)	(3.0	)
Interconnect, equipment sales and other	17.6		19.0		(1.4		)	(7.4	)
Total residential mobile revenue	148.5		154.0		(5.5		)	(3.6	)
Total residential revenue	305.6		297.4		8.2			2.8
B2B revenue:
Service revenue	213.4		210.9		2.5			1.2
Subsea network revenue	69.6		61.5		8.1			13.2
Total B2B revenue	283.0		272.4		10.6			3.9
Total	$	588.6	$	569.8	$	18.8		3.3

The details of the changes in C&W’s revenue during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017,~~2019, are set forth ~~below:~~below (in millions):

Subscription
revenue

Non-subscription
revenue
Total
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a) $ 4.0
$ —
$ 4.0
ARPU (b) (3.7 ) —
(3.7 )
Decrease in residential fixed non-subscription revenue (c) —
(2.0 ) (2.0 )
Total increase (decrease) in residential fixed revenue 0.3
(2.0 ) (1.7 )
Increase (decrease) in residential mobile revenue (d) (7.1 ) 2.2
(4.9 )
Increase in B2B revenue (e) —
0.1
0.1
Increase in B2B sub-sea network revenue (f) —
5.1
5.1
Total organic increase (decrease) (6.8 ) 5.4
(1.4 )
Impact of the C&W Carve-out Acquisition —
9.5
9.5
Impact of FX 0.8
1.0
1.8
Total $ (6.0 ) $ 15.9
$ 9.9



Increase in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	10.3
ARPU (b)	(5.2		)
Increase in residential fixed non-subscription revenue	1.9
Total increase in residential fixed revenue	7.0
Decrease in residential mobile service revenue (c)	(5.7		)
Decrease in residential mobile interconnect, equipment sales and other (d)	(2.6		)
Increase in B2B service revenue (e)	1.8
Increase in B2B subsea network revenue (f)	8.1
Total organic increase	8.6
Impact of acquisition and a disposal	17.2
Impact of FX	(7.0		)
Total	$	18.8


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


(b)	The decrease is primarily due to lower ARPU from video and fixed-line telephony services.

(c)

The decrease is primarily attributable to the net effect of (i) lower ARPU from mobile services and (ii) lower average mobile subscribers, primarily in Panama and the Bahamas, that was largely offset by higher average mobile subscribers in Jamaica. A portion of this net decrease includes the impact of COVID-19, which negatively impacted mobile subscription revenue during the period, primarily in Panama and the Bahamas.


(d)	The decrease is primarily attributable to lower interconnect revenue, primarily associated with lower volumes in Panama.


(e)	The increase is primarily due to the net effect of (i) higher revenue from data and managed services, primarily in Networks & LatAm, Jamaica, and Panama (ii) lower fixed-line telephony services, primarily in Jamaica and Panama and (iii) increased interconnect revenue, primarily in Jamaica.


(f)	The increase is primarily attributable to an increase of $8 million associated with revenue recognized on a cash basis for services provided to a significant customer.

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



	Three months ended March 31,				Increase (decrease)
	2020		2019		$			%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	95.0	$	108.7	$	(13.7	)	(12.6	)
Broadband internet	94.4		104.8		(10.4		)	(9.9	)
Fixed-line telephony	20.3		27.5		(7.2		)	(26.2	)
Total subscription revenue	209.7		241.0		(31.3		)	(13.0	)
Non-subscription revenue	6.0		8.9		(2.9		)	(32.6	)
Total residential fixed revenue	215.7		249.9		(34.2		)	(13.7	)
Residential mobile revenue:
Service revenue	14.6		15.7		(1.1		)	(7.0	)
Interconnect, equipment sales and other	2.0		3.4		(1.4		)	(41.2	)
Total residential mobile revenue	16.6		19.1		(2.5		)	(13.1	)
Total residential revenue	232.3		269.0		(36.7		)	(13.6	)
B2B service revenue	7.8		7.5		0.3			4.0
Total	$	240.1	$	276.5	$	(36.4	)	(13.2	)

The details of the changes in VTR/Cabletica’s revenue during the three months ended March 31, 2020, as compared to the corresponding period in 2019, are set forth below (in millions):



Increase in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	5.5
ARPU (b)	(2.5		)
Decrease in residential fixed non-subscription revenue (c)	(2.0		)
Total increase in residential fixed revenue	1.0
Increase in residential mobile service revenue (d)	1.9
Decrease in residential mobile interconnect, equipment sales and other	(1.0		)
Increase in B2B service revenue (e)	1.8
Total organic increase	3.7
Impact of FX	(40.1		)
Total	$	(36.4	)


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


(b)	The decrease is primarily due to the net effect of (i) lower ARPU from fixed-line telephony and video services and (ii) an improvement resulting from a change in product mix.


(c)	The decrease is primarily attributable to lower equipment sales at Cabletica.


(d)	The increase is due to the net effect of (i) a higher average number of mobile subscribers at VTR and (ii) lower ARPU from mobile services at VTR.


(e)	The increase is primarily attributable to higher average numbers of broadband internet, video and fixed-line telephony RGUs at VTR.

Liberty Puerto Rico. Liberty Puerto Rico’s revenue by major category is set forth below:



	Three months ended March 31,				Increase (decrease)
	2020		2019		$			%
	in millions, except percentages
Residential fixed revenue:
Subscription revenue:
Video	$	35.3	$	35.0	$	0.3		0.9	%
Broadband internet	45.5		41.8		3.7			8.9	%
Fixed-line telephony	5.9		5.7		0.2			3.5	%
Total subscription revenue	86.7		82.5		4.2			5.1	%
Non-subscription revenue	4.6		5.3		(0.7		)	(13.2	)%
Total residential fixed revenue	91.3		87.8		3.5			4.0	%
B2B service revenue	13.3		10.8		2.5			23.1	%
Total	$	104.6	$	98.6	$	6.0		6.1	%

The details of the changes in Liberty Puerto Rico’s revenue during the three months ended March 31, 2020, as compared to the corresponding period in 2019, are set forth below (in millions):



Increase in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	4.3
ARPU (b)	(0.1		)
Decrease in residential fixed non-subscription revenue	(0.7		)
Total increase in residential fixed revenue	3.5
Increase in B2B service revenue	2.5
Total	$	6.0


(a)	The increase is primarily attributable to higher broadband internet RGUs.


(b)	The decrease is primarily attributable to the net effect of (i) ~~lower ARPU from fixed-line telephony and broadband internet services and~~$2 million of credits issued to customers in connection with the earthquakes that impacted Puerto Rico in January 2020, (ii) higher ARPU from ~~video services.~~


~~(c)~~	~~The decrease is primarily attributable to lower advertising revenue and late fees.~~

~~(d)~~

~~The decrease in mobile subscription revenue is primarily attributable to the net effect of (i) lower revenue in (a) the Bahamas~~associated with a decrease in the average number of subscribers and lower ARPU, primarily driven by the commercial launch of mobile services by a competitor during the fourth quarter of 2016, and (b) Panama due primarily to a decrease in the average number of subscribers and (ii) higher revenue in Jamaica mostly due to higher ARPU. The increase in mobile non-subscription revenue is primarily attributable to an increase in revenue from handset sales.


~~(e)~~	The increase is primarily attributable to (i) project-related revenue in managed services, driven by increases in Jamaica that were partially offset by decreases in Panama and (ii) individually insignificant changes across the markets of C&W.


~~(f)~~	~~The increase is primarily due to increased capacity sales on C&W’s sub-sea network to new and existing customers.~~

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

Three months ended March 31, Increase
2018 2017 $ %
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video $ 99.7
$ 87.4
$ 12.3
14.1
Broadband internet 96.6
82.3
14.3
17.4
Fixed-line telephony 34.6
34.3
0.3
0.9
Total subscription revenue 230.9
204.0
26.9
13.2
Non-subscription revenue 7.5
7.4
0.1
1.4
Total residential fixed revenue 238.4
211.4
27.0
12.8
Residential mobile revenue:
Subscription revenue 16.3
12.6
3.7
29.4
Non-subscription revenue 3.2
2.3
0.9
39.1
Total residential mobile revenue 19.5
14.9
4.6
30.9
Total residential revenue 257.9
226.3
31.6
14.0
B2B revenue:
Subscription revenue 5.6
2.7
2.9
107.4
Non-subscription revenue 0.3
0.3
—
—
Total B2B revenue 5.9
3.0
2.9
96.7
Total $ 263.8
$ 229.3
$ 34.5
15.0

~~The details of the changes in VTR’s revenue during the three months ended March 31, 2018, as compared to the corresponding period in 2017, are set forth below:~~

Subscription
revenue

Non-subscription
revenue
Total
in millions
Increase in residential fixed subscription revenue due to change in:
Average number of RGUs (a) $ 4.1
$ —
$ 4.1
ARPU (b) 4.1
—
4.1
Decrease in residential fixed non-subscription revenue —
(0.5 ) (0.5 )
Total increase (decrease) in residential fixed revenue 8.2
(0.5 ) 7.7
Increase in residential mobile revenue (c) 2.4
0.6
3.0
Increase in B2B revenue (d) 2.4
0.1
2.5
Total organic increase 13.0
0.2
13.2
Impact of FX 20.5
0.8
21.3
Total $ 33.5
$ 1.0
$ 34.5


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


~~(b)~~	~~The increase is primarily due to higher ARPU from video services and an improvement in RGU mix.~~


~~(c)~~	~~The increase in mobile subscription revenue is primarily due to a higher average number of mobile subscribers.~~


~~(d)~~	~~The increase in B2B subscription revenue is primarily attributable to higher average numbers of~~ broadband internet, video and fixed-line telephony ~~SOHO RGUs. A portion of this increase is attributable to the conversion of certain residential subscribers to SOHO customers.~~services and (iii) a decline resulting from a change in product mix.

~~Liberty Puerto Rico.~~ Due to the significant impact of the hurricanes on the operations of our Liberty Puerto Rico segment, we have provided supplementary sequential information in order to provide a meaningful analysis of Liberty Puerto Rico’s business, including recovery after the hurricanes. Accordingly, Liberty Puerto Rico’s revenue by major category during each of the three months ended March 31, 2018, December 31, 2017 and March 31, 2017 is set forth below:

Three months ended
March 31, 2018 December 31, 2017 March 31, 2017
in millions
Residential fixed revenue:
Subscription revenue:
Video $ 23.3
$ 5.3
$ 42.7
Broadband internet 25.3
7.8
40.4
Fixed-line telephony 3.5
1.2
6.4
Total subscription revenue 52.1
14.3
89.5
Non-subscription revenue 1.7
0.5
5.9
Total residential fixed revenue 53.8
14.8
95.4
B2B revenue:
Subscription revenue 4.3
1.3
6.7
Non-subscription revenue 3.0
0.7
3.3
Total B2B revenue 7.3
2.0
10.0
Other revenue 0.7
0.1
1.3
Total $ 61.8
$ 16.9
$ 106.7

The decrease in Liberty Puerto Rico’s revenue during the three months ended March 31, 2018, as compared to the three months ended March 31, 2017, is primarily attributable to Hurricanes Maria and Irma.

The table below presents changes in (i) residential fixed subscription revenue due to changes in the average number of RGUs and ARPU, (ii) residential fixed non-subscription revenue, (iii) B2B revenue and (iv) other revenue, each reflective of changes during the three months ended March 31, 2018, as compared to the three months ended December 31, 2017.

Subscription
revenue

Non-subscription
revenue
Total
in millions
Increase in residential fixed subscription revenue due to change in:
Average number of RGUs (a) $ 35.5
$ —
$ 35.5
ARPU (b) 2.3
—
2.3
Increase in residential fixed non-subscription revenue (c) —
1.2
1.2
Total increase in residential fixed revenue 37.8
1.2
39.0
Increase in B2B revenue (d) 3.0
2.3
5.3
Increase in other revenue —
0.6
0.6
Total $ 40.8
$ 4.1
$ 44.9


~~(a)~~	The increase is attributable to increases in broadband internet, video and fixed-line telephony RGUs, primarily due to the reconnection of subscribers associated with the recovery in Puerto Rico following the hurricanes.


~~(b)~~	~~The increase is primarily attributable to reconnecting higher ARPU customers during the first quarter of 2018.~~


~~(c)~~	~~The increase is primarily due to higher late fees, advertising revenue and reconnect fees resulting from Liberty Puerto Rico’s ongoing recovery from the hurricanes.~~

~~(d)~~

The increase in subscription revenue is primarily attributable to increases in broadband internet, fixed-line telephony and video SOHO RGUs, primarily due to the reconnection of subscribers associated with the recovery in Puerto Rico following the hurricanes. The increase in non-subscription revenue is primarily attributable to higher revenue from broadband internet services, resulting from the restoration of fiber circuits to Liberty Puerto Rico’s B2B customers.

Programming and ~~Other Direct Costs~~other direct costs of ~~Services~~services

General. Programming and other direct costs of services include programming and copyright costs, ~~mobile~~interconnect and access ~~and interconnect~~ costs, costs of mobile handsets and other devices, and other direct costs related to our operations. ~~Notwithstanding the impact of the hurricanes, programming~~Programming and copyright costs, which represent a significant portion of our operating costs, ~~are expected to rise~~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 ~~and~~or (iii) growth in the number of our ~~enhanced~~ video subscribers.

The following table sets forth programming and other direct costs of services by reportable segment:


	Three months ended March 31,						Increase (decrease)					Three months ended March 31,						Increase (decrease)
	2018			2017			$			%		2020			2019			$			%
	in millions, except percentages											in millions, except percentages

C&W	$	130.2		$	133.4		$	(3.2	)	(2.4	)	$	122.1		$	129.1		$	(7.0	)	(5.4	)
VTR	70.5			61.6			8.9			14.4
VTR/Cabletica												66.9			75.6			(8.7		)	(11.5	)
Liberty Puerto Rico	16.5			27.6			(11.1		)	(40.2	)	24.1			22.9			1.2			5.2
Intersegment eliminations	(1.4		)	(0.7		)	(0.7		)	N.M.		(2.3		)	(2.2		)	(0.1		)	N.M.
Total	$	215.8		$	221.9		$	(6.1	)	(2.7	)	$	210.8		$	225.4		$	(14.6	)	(6.5	)

N.M. — Not Meaningful.

Consolidated. Thedecrease in programming and other direct costs of services during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017,~~2019, includes ~~a decrease of $11 million at Liberty Puerto Rico primarily attributable to the hurricanes,~~(i) an increase of $4$3 million ~~attributable to~~associated with the impact of the ~~C&W Carve-out~~UTS Acquisition, (ii) a decrease of $4 million associated with the impact of a disposal and ~~an increase~~(iii) a decrease of $6$13 milliondue to FX. Excluding the effects of the ~~C&W Carve-out~~UTS Acquisition, a disposal and FX, our programming and other direct costs of services decreased ~~$17~~$1 million or ~~7.5%~~0.5%. The organic decrease primarily includes ~~declines~~increases (decreases) of $8($5 million), $2 million and ~~$11~~$1 million at C&W, VTR/Cabletica and Liberty Puerto Rico, respectively, ~~and an increase of $3 million at VTR,~~ as further discussed below.

C&W. Thedecreasein C&W’s programming and other direct costs of services during the three months ended March 31, 2020, as compared to the corresponding period in 2019, includes (i) an increase of $4$3 million ~~attributable to~~associated with the impact of the ~~C&W Carve-out~~UTS Acquisition (ii) a decrease of $4 million associated with the impact of a disposal and ~~an increase~~(iii) a decrease of $1$2 million due to FX. Excluding the effects of the ~~C&W Carve-out~~UTS Acquisition, a disposal and FX, C&W’s programming and other direct costs of services decreased $8$5 million or ~~6.0%~~3.6%. This decreaseincludes the following factors:

A decrease in ~~mobile handset~~programming and copyright costs of $5$9 million or ~~20.7%~~22.4%, primarily due to lower ~~mobile handset sales;~~sports content costs; and

~~A decrease~~An increase in ~~mobile~~interconnect and access ~~and interconnect~~ costs of $1$3 million or ~~2.0%~~5.9%, primarily due to ~~lower~~an increase in wholesale call ~~volumes; and~~

~~A net decrease resulting from other individually insignificant changes~~volumes in ~~other direct cost categories.~~Jamaica.

~~VTR.~~VTR/Cabletica. The ~~increase~~decrease in ~~VTR’s~~VTR/Cabletica’s programming and other direct costs of services during the three months ended March 31, 2020, as compared to the corresponding period in 2019, includes a decrease of $11 million attributable to FX. ~~includes an increase of $6 milliondue to FX.~~ Excluding the effect of FX, ~~VTR’s~~VTR/Cabletica’s programming and other direct costs of services increased $3$2 million or ~~5.2%~~3.0%. This increase includes the following factors:

An increase in programming and copyright costs of $1$6 million or ~~3.5%~~11.8%, primarily due to ~~the net effect of~~ (i) an increase in certain premium and basic content costs, ~~due to rate increases,~~primarily resulting from higher rates and (ii) a ~~decrease~~net increase in the foreign currency impact of programming contracts denominated in U.S. ~~dollars~~dollars;

A decrease in interconnect and ~~(ii) higher~~access costs ~~associated with video-on-demand;~~of $3 million or 17.2%, primarily due to a decrease in interconnect costs as a result of lower rates; and

~~An increase~~A decrease in ~~mobile access and interconnect~~equipment costs of $1 million or ~~8.2%~~11.8%, primarily due to the net effect of (i) ~~higher MVNO charges~~lower equipment sales at Cabletica and (ii) ~~a net increase in interconnect costs from~~ higher ~~call volumes and lower interconnect rates.~~mobile handset sales at VTR.

Liberty Puerto Rico.The ~~decrease~~increase in Liberty Puerto Rico’s programming and other direct costs of services isduring the three months ended March 31, 2020, as compared to the corresponding period in 2019, primarily ~~due~~includes the following factors:

An increase in interconnect costs of $1 million or 45.6% primarily resulting from the transfer of certain B2B operations in Puerto Rico from our C&W segment to ~~a decline~~our Liberty Puerto Rico segment; and

An increase in programming and copyright costs of ~~$10~~$1 million or ~~42.7%~~2.6% mostly attributable to (i) $7 million of credits from vendors stemming from Hurricanes Irma and Maria and (ii) lower costs of $4 million resulting from disconnects of enhanced video subscribers due to the impact of the hurricanes.higher programming rates.

Other ~~Operating Expenses~~operating expenses

General. Other operating expenses include (i) network operations, (ii) customer operations, ~~customer care, share-based compensation~~which includes personnel costs and call center costs, (iii) bad debt and collection expenses, and (iv) other costs related to our operations.

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


	Three months ended March 31,						Increase (decrease)					Three months ended March 31,				Increase (decrease)
	2018			2017			$			%		2020		2019		$			%
	in millions, except percentages											in millions, except percentages

C&W	$	109.0		$	117.8		$	(8.8	)	(7.5	)	$	126.7	$	111.8	$	14.9		13.3
VTR	42.9			36.9			6.0			16.3
VTR/Cabletica												40.9		46.5		(5.6		)	(12.0	)
Liberty Puerto Rico	14.6			15.4			(0.8		)	(5.2	)	15.3		14.3		1.0			7.0
Intersegment eliminations	(0.1		)	(0.1		)	—			N.M.
Corporate												1.5		—		1.5			N.M.
Total other operating expenses excluding share-based compensation expense	166.4			170.0			(3.6		)	(2.1	)	184.4		172.6		11.8			6.8
Share-based compensation expense	0.1			0.5			(0.4		)	(80.0	)	0.4		0.2		0.2			100.0
Total	$	166.5		$	170.5		$	(4.0	)	(2.3	)	$	184.8	$	172.8	$	12.0		6.9

N.M. — Not Meaningful.

Consolidated. The ~~decrease~~increase in other operating expenses during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017,~~2019, includes ~~increases~~(i) an increase of $3$12 million ~~and $4 million attributable to~~associated with the impact of the ~~C&W Carve-out~~UTS Acquisition, (ii) a decrease of $3 million associated with the impact of a disposal and (iii) a decrease of $9 million attributable to FX ~~respectively. Our other operating expenses include share-based compensation expense. For additional information, see the discussion under~~ ~~Share-based compensation expense (included in other operating and SG&A expenses)~~. ~~below.~~ Excluding the effects of the ~~C&W Carve-out~~UTS Acquisition, a disposal, FX and share-based compensation expense, our other operating expenses ~~decreased $10~~increased $11 million or ~~5.8%~~6.5%. The organic ~~decrease~~increase includes ~~declines~~increases of ~~$12~~$7 million, $2 million, $1 million, and $1$2 million at C&W, ~~and~~VTR/Cabletica, Liberty Puerto Rico, ~~respectively,~~ and ~~an increase of $3 million at VTR,~~Corporate, respectively, as further discussed below.

C&W. The ~~decrease~~ increasein C&W’s other operating expenses during the three months ended March 31, 2020, as compared to the corresponding period in 2019, primarily includes (i) an increase of $3$12 million ~~attributable to~~associated with the impact of the ~~C&W Carve-out Acquisition.~~UTS Acquisition, (ii) a decrease of $3 million associated with the impact of a disposal and (iii) a decrease of $2 million due to FX. Excluding the ~~effect~~effects of the ~~C&W Carve-out~~UTS Acquisition, a disposal and FX, C&W’s other operating expenses (exclusive of share-based compensation expense) ~~decreased $12~~increased $7 million or ~~9.8%~~6.4%. This ~~decrease~~increase includes the following factors:

An increase in bad debt and collection expenses of $4 million or 57.0%, primarily due to an increase in expected credit losses associated with certain B2B customers; and

A net increase resulting from other individually insignificant changes.

VTR/Cabletica. The decreasein VTR/Cabletica’s other operating expenses during the three months ended March 31, 2020, as compared to the corresponding period in 2019, includes a decrease of $7 million due to FX. Excluding the effect of FX, VTR/Cabletica’s other operating expenses (exclusive of share-based compensation expense) increased $2 million or 3.4%. This increase includes the following factors:

An increase in outsourced labor and professional services of $3 million or 43.2%, primarily due to (i) increased call center volume, (ii) the outsourcing of VTR’s network operations center and (iii) increased logistics services; and

A decrease in bad debt and collection expenses of $7$1 million or 50.5%, primarily due to (i) better than expected collections in 2018, including a $3 million recovery related to provisions established following the impacts of Hurricanes Irma and Maria, and (ii) a decrease resulting from provisions recorded during the first quarter of 2017 in connection with Hurricane Matthew; and14.4%.


•	~~A decrease in network-related expenses of$6 million or 14.0%, primarily due to network restoration costs incurred in the first quarter of 2017 associated with sustained damages from Hurricane Matthew.~~

~~VTR.~~Liberty Puerto Rico. The increase in ~~VTR’s other operating expenses includes an increase of $4 million due to FX. Excluding the effect of FX, VTR’s~~Liberty Puerto Rico’s other operating expenses (exclusive of share-based compensation ~~expenses) increased $3 million or 6.8%. This change is~~expense) during the three months ended March 31, 2020, as compared to the corresponding period in 2019, primarily ~~the result of~~includes an increase in network-related expenses of $3$1 million or ~~21.1%~~28.2% mostly due to higher ~~maintenance~~power costs.

~~Liberty Puerto Rico.~~ Corporate. The ~~decrease~~increase in ~~Liberty Puerto Rico’s~~Corporate other operating expenses (exclusive of share-based compensation expense) during the three months ended March 31, 2020, as compared to the corresponding period in 2019, is primarily ~~due~~attributable to ~~lower various indirect expenses of approximately $2 million, predominantly related to bad debt and franchise fees that decreased as a result of the hurricanes. This decrease was partially offset by~~ higher personnel costs ~~of $1 million resulting from hurricane recovery efforts.~~with respect to establishing our new operations center in Panama.

SG&A ~~Expenses~~expenses

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

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

Three months ended March 31, Increase
2018 2017 $ %
in millions, except percentages

C&W $ 117.2
$ 114.5
$ 2.7
2.4
VTR 45.4
39.2
6.2
15.8
Liberty Puerto Rico 12.7
12.4
0.3
2.4
Corporate 11.3
5.1
6.2
121.6
Intersegment eliminations 0.3
0.1
0.2
N.M.
Total SG&A expenses excluding share-based compensation expense 186.9
171.3
15.6
9.1
Share-based compensation expense 6.4
5.1
1.3
25.5
Total $ 193.3
$ 176.4
$ 16.9
9.6

~~N.M. — Not Meaningful.~~



	Three months ended March 31,				Increase (decrease)
	2020		2019		$			%
	in millions, except percentages

C&W	$	107.0	$	106.4	$	0.6		0.6
VTR/Cabletica	38.9		47.5		(8.6		)	(18.1	)
Liberty Puerto Rico	14.7		13.5		1.2			8.9
Corporate	11.3		11.5		(0.2		)	(1.7	)
Total SG&A expenses excluding share-based compensation expense	171.9		178.9		(7.0		)	(3.9	)
Share-based compensation expense	23.4		14.5		8.9			61.4
Total	$	195.3	$	193.4	$	1.9		1.0

Consolidated. The increase in SG&A expenses during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017,~~2019, includes ~~increases~~(i) an increase of $1$5 million ~~and $4 million attributable to~~associated with the ~~impacts~~impact of the ~~C&W Carve-out~~UTS Acquisition, (ii) a decrease of $3 million associated with the impact of a disposal and ~~FX, respectively. Our SG&A expenses include share-based compensation expense. For additional information, see the discussion under~~ ~~Share-based compensation expense (included in other operating and SG&A expenses)~~ ~~below.~~(iii) a decrease of $8 million due to FX. Excluding the effects of the ~~C&W Carve-out~~UTS Acquisition, a disposal, FX and share-based compensation expense, our SG&A expenses ~~increased $11~~

decreased $2 million or ~~6.2%~~1.3%. The organic ~~increase~~decrease primarily includes increases (decreases) of ~~$6 million, $3 million~~($1 million) and ($2 million), and $1 million at ~~Corporate, VTR~~C&W, VTR/Cabletica and ~~C&W,~~Liberty Puerto Rico respectively, as further discussed below.

C&W. The increasein C&W’s SG&A expenses during the three months ended March 31, 2020, as compared to the corresponding period in 2019, includes (i) an increase of $1$5 million ~~attributable to~~associated with the impact of the ~~C&W Carve-out Acquisition.~~UTS Acquisition, (ii) a decrease of $3 million associated with the impact of a disposal and (iii) a decrease of $1 million due to FX. Excluding the ~~effect~~effects of the ~~C&W Carve-out~~UTS Acquisition, a disposal and FX, C&W’s SG&A expenses (exclusive of share-based compensation expense) ~~increased~~decreased $1 million or ~~1.2%~~1.1%.This ~~increase~~decrease includes the following factors:


•	An increase in personnel costs of $2 million or 3.5%, primarily due to the net effect of (i) higher sales commissions and related costs in Panama and (ii) lower bonus-related SG&A expense in 2020 related to certain amounts that will be distributed in the form of equity, as further discussed below under Share-based compensation expense;

A decrease in ~~outsourced labor and professional fees of $3 million or 28.6%, primarily due to higher contract costs in 2017;~~

~~An increase in personnel~~insurance costs of $3$2 million, ~~or 5.0%, primarily~~ due in part to ~~higher incentive compensation costs;~~the impact of C&W’s Weather Derivative, as further described below and in note 5 to our condensed consolidated financial statements; and

A net ~~increase~~decrease resulting from other individually insignificant ~~changes in other SG&A expense categories.~~changes.

~~VTR.~~VTR/Cabletica. The ~~increase~~decrease in ~~VTR’s~~VTR/Cabletica’s SG&A expenses during the three months ended March 31, 2020, as compared to the corresponding period in 2019, includes ~~an increase~~a decrease of $4$6 million due to FX. Excluding the effect of FX, ~~VTR’s~~VTR/Cabletica’s SG&A expenses (exclusive of share-based compensation expense) ~~increased $3~~decreased $2 million or ~~6.4%~~4.6%. This ~~change is~~decrease primarily ~~the result of an increase~~includes a decrease in sales, marketing and advertising expenses of $3$2 million or ~~19.3%~~11.4%, ~~due~~mostly driven by the net effect of (i) lower advertising costs, primarily related to the delay in certain marketing campaigns resulting from the impact of COVID-19 and (ii) higher ~~(i)~~ sales commissions to third-party ~~dealers and (ii) costs associated with advertising campaigns.~~dealers.

Liberty Puerto ~~Rico.~~ Rico. The increase in Liberty Puerto Rico’s SG&A expenses (exclusive of share-based compensation expense) ~~remained relatively unchanged~~ during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017.~~2019, primarily includes an increase in outsourced labor and professional services of $1 million or 79.1% mostly driven by $1 million of advisory-related costs associated with the pending AT&T Acquisition.

Corporate. ~~The increase~~Corporate SG&A expenses (exclusive of share-based compensation expense) remained relatively flat during the three months ended March 31, 2020, as compared to the corresponding period in 2019. This is primarily attributable to ~~added costs associated with being a separate public company, including increases in~~ personnel costs remaining relatively flat due to the net effect of (i) increased costs with respect to establishing our new operations center in Panama and ~~professional services. The increase~~(ii) lower bonus-related SG&A expense in ~~costs is inclusive~~2020 related to certain amounts that will be distributed in the form of ~~costs that Liberty Global charges us in connection with certain of the Split-Off Agreements,~~equity, as further ~~described in note 11 to our condensed consolidated financial statements.~~discussed below under Share-based compensation expense.

Adjusted OIBDA

Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. For the definition of this performance measure and for a reconciliation of total Adjusted OIBDA to our ~~earnings (loss)~~loss before income taxes, see note 1618 to our condensed consolidated financial statements.

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

Three months ended March 31, Increase (decrease)
2018 2017 $ %
in millions, except percentages

C&W $ 229.1
$ 209.9
$ 19.2
9.1
VTR 105.0
91.6
13.4
14.6
Liberty Puerto Rico 18.0
51.3
(33.3 ) (64.9 )
Corporate (11.3 ) (5.1 ) (6.2 ) 121.6
Total $ 340.8
$ 347.7
$ (6.9 ) (2.0 )



	Three months ended March 31,						Increase (decrease)
	2020			2019			$			%
	in millions, except percentages

C&W	$	232.8		$	222.5		$	10.3		4.6
VTR/Cabletica	93.4			106.9			(13.5		)	(12.6	)
Liberty Puerto Rico	50.5			47.9			2.6			5.4
Corporate	(12.8		)	(11.5		)	(1.3		)	11.3
Total	$	363.9		$	365.8		$	(1.9	)	(0.5	)

Adjusted OIBDA Margin

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


	Three months ended March 31,		Three months ended March 31,
	2018	2017	2020	2019
	%		%

C&W	39.1	36.5	39.6	39.0
VTR	39.8	39.9
VTR/Cabletica			38.9	38.7
Liberty Puerto Rico	29.1	48.1	48.3	48.6

Adjusted OIBDA margin is impacted by organic changes in revenue, programming and other direct costs of services, other operating expenses and SG&A expenses, as further discussed above. ~~During the three months ended March 31, 2018, the Adjusted OIBDA of Liberty Puerto Rico was adversely impacted by Hurricanes Irma and Maria, as more fully described in~~ ~~Overview~~ above. With regards to Puerto Rico, Adjusted OIBDA margin during the first quarter of 2018 improved significantly from (71.6)% during the three months ended December 31, 2017 as we recover from Hurricanes Maria and Irma.

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

~~We recognized share-based~~Share-based compensation expense ~~of $7 million and $6~~increased $9 million during the three months ended March 31, ~~2018 and 2017, respectively.~~2020, as compared to the corresponding period in 2019. This increase is primarily due to ~~equity awards granted during 2018.~~$7 million of estimated bonus-related expenses for the 2020 year that will be paid in the form of equity. Accordingly, such expenses have been included in share-based compensation expense effective January 1, 2020.

For additional information regarding our share-based compensation, see note 1315 to our condensed consolidated financial statements.

Depreciation and amortization ~~expense~~

Our depreciation and amortization expense ~~increased $8~~decreased $4 million or ~~4.3%~~1.7% during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017.~~2019. Excluding the ~~effect~~net impacts of FX, an acquisition and disposition, depreciation and amortization expense ~~increased $6~~decreased $2 million or ~~3.0% during the three months ended March 31, 2018, as compared to the corresponding period in 2017. This increase~~0.8%. The organic decrease is primarily due to the net effect of (i) ~~an increase~~decreases associated with certain assets becoming fully depreciated and (ii) increases in property and equipment additions, ~~related to~~primarily associated with the installation of ~~customer premises equipment,~~CPE, the expansion and upgrade of our networks and other capital initiatives, and~~(ii) a decrease associated with certain assets becoming fully depreciated, primarily at VTR and Liberty Puerto Rico.~~ baseline related additions.

Impairment, restructuring and other operating items, net

We recognized impairment, restructuring and other operating items, net, of ~~$34~~$19 million and ~~$13~~$21 million during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively. ~~During 2018, we incurred $26~~

The 2020 amount primarily includes (i) restructuring charges of $8 million and (ii) direct acquisition costs of$8 million. The restructuring charges, which are related to C&W and VTR, include ~~$24~~(i) $6 million of employee severance and termination costs related to certain reorganization activities and (ii) $2 million of contract termination and other related charges. The direct acquisition costs are primarily related to the pending AT&T Acquisition.

The 2019 amount primarily includes restructuring charges of $17 million, which includes $15 million of employee severance and termination costs related to certain reorganization activities, primarily at ~~C&W. During 2017, we incurred $11 million of restructuring charges, which include $9 million of employee severance~~VTR and ~~termination costs related to certain reorganization activities, primarily at~~ C&W.

For additional information regarding our restructuring charges, see note 1214 to our condensed consolidated financial statements.

Interest expense

Our interest expense increased $8$28 million during ~~2018,~~the three months ended March 31, 2020, as compared to ~~2017. This increase is~~the corresponding period in 2019, primarily ~~attributable~~due to (i) the net effect of ~~(i) an increase resulting from the adoption of ASU 2014-09, as further described in notes 2~~(a) a higher average outstanding debt balance and ~~3 to our condensed consolidated financial statements,~~(b) a lower weighted-average interest rate and (ii) ahigher amortization of discounts and premiums, net, ~~decrease of accretion expense associated with premiums~~ and ~~discounts.~~deferred financing costs.

For additional information regarding our outstanding indebtedness, see note 89 to our condensed consolidated financial statements.

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

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

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


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020		2019
	in millions						in millions

Cross-currency and interest rate derivative contracts (a)	$	(38.9	)	$	(25.5	)	$	9.3	$	(70.0	)
Foreign currency forward contracts	(2.6		)	(1.8		)
Foreign currency forward contracts and other (b)							8.1		1.0
Total	$	(41.5	)	$	(27.3	)	$	17.4	$	(69.0	)

(a)

The ~~loss~~gain during ~~2018~~the three months ended March 31, 2020 is primarily attributable to the net effect of (i) ~~losses from~~ changes in FX rates, ~~primarily resulting from an increase~~predominantly due to changes in the value of the Chilean peso relative to the U.S. dollar and (ii) ~~gains resulting from~~ changes in interest rates. In addition, the ~~loss~~gain during ~~2018~~the 2020 period includes a net ~~loss~~gain of ~~$12~~$33 million resulting from changes in our credit risk valuation ~~adjustments.~~adjustments, which is primarily due to increased credit risk stemming from market reaction to the COVID-19 outbreak. The loss during ~~2017~~ the three months ended March 31, 2019is primarily attributable to ~~the net effect of~~ (i) ~~gains resulting from~~ changes in interest rates and (ii) ~~losses from~~ changes in FX rates, ~~primarily resulting from an increase~~predominantly due to changes in the value of the Chilean peso relative to the U.S. dollar. In addition, the loss during ~~2017~~the 2019 period includes a net gain of $7$2 million resulting from changes in our credit risk valuation adjustments.


(b)	The amount for the 2020 period includes $2 million of amortization of the premiums associated with our Weather Derivatives, which we entered into during the second quarter of 2019.

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

Foreign currency transaction gains (losses), net

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


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020			2019
	in millions						in millions

U.S. dollar-denominated debt issued by a Chilean peso functional currency entity	$	26.8		$	20.5		$	(158.7	)	$	26.3
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency							3.2			14.7
British pound sterling-denominated debt issued by a U.S. dollar functional currency entity	(10.5		)	(3.7		)	—			(3.7		)
Other	(0.4		)	(2.3		)	(8.8		)	(5.1		)
Total	$	15.9		$	14.5		$	(164.3	)	$	32.2

~~Loss~~Losses on debt modification and extinguishment

We recognized ~~a loss~~losses on debt modification and extinguishment of ~~$13~~$3 million and nil during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively. The ~~2018 amount represents~~losses during 2020 are associated with the write-off of unamortized discounts and deferred financing costs associated with the repayment of the C&W Term Loan ~~B-3~~B-4 Facility.

For additional information concerning our ~~loss~~losses on debt modification and extinguishment, see note 89 to our condensed consolidated financial statements.

Other income, net

We recognized other income, net, of $5$7 million and $6$2 million during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively. The ~~amount for each~~amounts primarily relate to interest income. The increase in the 2020 period ~~includes $3 million~~is mostly due to interest on the AT&T Acquisition Restricted Cash, as defined and described under Material Changes in Financial Condition—Sources and Uses of ~~interest and dividend income and $3 million in pension-related credits following the adoption of ASU 2017-07.~~Cash below.

~~For additional information regarding the adoption of ASU 2017-07, see note 2 to our condensed consolidated financial statements.~~

Income tax expense

We recognized income tax expense of ~~$17~~$6 million and ~~$23~~$4 million during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, respectively.

For the three months ended March 31, ~~2018,~~ 2020 and 2019,the income tax expense attributable to our loss before income taxes differs from the ~~amount~~amounts computed using the statutory tax rate (based on Bermuda statutory tax rate of 0%), primarily due tothe net detrimental effects of international rate differences, increases in ~~the~~ valuation ~~allowance,~~allowances, changes in uncertain tax positions, and negative effects of permanent items, such as non-deductible expenses. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent items, such as non-taxable ~~income and price level restatements.~~income. For the three months ended March 31, ~~2017, the income tax expense attributable~~2019, these negative impacts to our ~~earnings before income taxes differs from the amount computed using the statutory~~effective tax rate ~~primarily due to the detrimental effects of international rate differences, non-deductible expenses and changes in valuation allowances, partially~~were further offset by the beneficial ~~effects~~effect of ~~enacted~~a change in the Barbados statutory tax ~~law and~~ rate ~~changes.~~effective March 19, 2019.

For additional information regarding our income taxes, see note 912 to our condensed consolidated financial statements.

~~Net earnings (loss)~~

~~During the three months ended March 31, 2018 and 2017, we reported~~Net loss

The following table sets forth selected summary financial information of our net earnings (loss) of ($54 million) and $11 million, respectively, including (i) operating income of $98 million and $135 million, respectively, (ii) net non-operating expenses of $136 million and $101 million, respectively, and (iii) income tax~~expense of $17 million and $23 million, respectively.~~loss:



	Three months ended March 31,
	2020			2019
	in millions

Operating income	$	107.8		$	113.3
Net non-operating expenses	$	(286.8	)	$	(150.1	)
Income tax expense	$	(5.6	)	$	(4.4	)
Net loss	$	(184.6	)	$	(41.2	)

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

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

Net ~~earnings (loss)~~loss (earnings) attributable to noncontrolling interests

~~During the three months ended March 31, 2018 and 2017, we~~We reported net earnings (loss) attributable to noncontrolling interests of $4 million and ($101 million) during the three months ended March 31, 2020 and ~~$16 million,~~2019, respectively.The ~~2018 period primarily includes losses attributable to our noncontrolling interests in certain C&W entities,~~change during 2020, as compared to ~~the 2017 period, which~~2019, is primarily ~~comprises earnings~~ attributable to ~~noncontrolling interests~~net increases in ~~certain~~losses in our less-than-wholly-owned subsidiaries at C~~&W entities.~~

~~During the first quarter of 2018, we increased our ownership in C&W Jamaica from 82.0% to 91.7%. For additional information, see note 10 to our condensed consolidated financial statements.~~&W.

Material Changes in Financial Condition

Sources and Uses of Cash

~~Each~~As of ~~our reportable segments is separately financed within one of our three~~March 31, 2020, we have four primary “borrowing ~~groups.~~groups,” ~~These borrowing groups~~which include the respective restricted parent and subsidiary entities ~~within~~of C&W, VTR Finance, ~~and~~ Liberty Puerto ~~Rico.~~Rico and Cabletica. Our borrowing groups, which typically generate cash from operating activities, ~~accounted for~~held a significant portion of our consolidated cash and cash equivalents at March 31, ~~2018.~~2020. Our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests, foreign currency exchange restrictions with respect to certain C&W subsidiaries and other factors.

Cash and cash equivalents

The details of the U.S. dollar equivalent balances of our cash and cash equivalents at March 31, ~~2018~~2020 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)	$	70.6	$	506.9
Unrestricted subsidiaries (b)	38.9		55.5
Total Liberty Latin America and unrestricted subsidiaries	109.5		562.4
Borrowing groups (c):
C&W ~~(d)~~	291.6		687.0
VTR Finance	69.0		210.9
Liberty Puerto Rico	40.5		119.4
Cabletica			13.6
Total borrowing groups	401.1		1,030.9
Total cash and cash equivalents	$	510.6	$	1,593.3

Restricted cash (d)			$	1,278.4


(a)	Represents the amount held by Liberty Latin America on a standalone ~~basis.~~basis, which includes the net proceeds resulting from the offering of the Convertible Notes.


(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.~~subsidiaries and includes cash proceeds from revolving credit facilities that were drawn in March 2020 of $313 million, $92 million and $63 million at C&W, VTR Finance and Liberty Puerto Rico, respectively.

(d)

~~C&W’s subsidiaries hold the majority~~

Includes $1,260 million of ~~C&W’s consolidated cash. Due~~restricted cash held in escrow that will be used to ~~the restrictions as noted above,~~fund a ~~significant~~ portion of the ~~cash held by C&W subsidiaries is not considered to be an immediate source of corporate liquidity for C&W.~~AT&T Acquisition (the AT&T Acquisition Restricted Cash), as further described below.

Liquidity of Liberty Latin America and its unrestricted subsidiaries

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

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

Our liquidity requirements related to ~~fund our~~acquisitions include funding the AT&T Acquisition. The AT&T Acquisition is structured as an all-cash transaction with a purchase price of $1,950 million, subject to adjustment as provided in the related stock purchase agreement. We intend to finance this acquisition through a combination of a portion of ~~any potential liquidity shortfalls~~the net proceeds from the 2026 SPV Credit Facility and the 2027 LPR Senior Secured Notes ($1,260 million of ~~Liberty Puerto Rico through December~~which is restricted cash held in escrow) and available liquidity. For additional information regarding the AT&T Acquisition and our debt, see notes 4 and 9, respectively, to our condensed consolidated financial statements.

In March 2020, our Board of Directors approved a $100 million Share Repurchase Program. During the three months ended March 31, ~~2018, as further described~~2020, the aggregate amount of our share repurchases was $2 million. For additional information regarding our Share Repurchase Program, see note 13 to our condensed consolidated financial statements and Part II—Item 2 Unregistered Sales of Equity Securities and Use of Proceeds below.

Liquidity of borrowing groups

The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt ~~instruments~~instruments. During the first quarter of 2020, we drew an aggregate $467 million under the revolving credit facilities of our borrowing groups, as a precautionary measure in order to provide flexibility with our liquidity due to economic uncertainty caused by COVID-19, the proceeds of which are included in cash and ~~with respect to Liberty Puerto Rico, the remaining portion~~cash equivalents in our condensed consolidated balance sheet as of ~~the LCPR Equity Commitment (as described below) and insurance proceeds.~~March 31, 2020. For ~~the~~further details of the borrowing availability of such subsidiaries at March 31, ~~2018,~~2020, see note 89 to our condensed consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by contributions and/or loans from Liberty Latin America and its unrestricted subsidiaries. The liquidity of our borrowing groups generally is used to fund property and equipment additions, debt service requirements and income tax payments. From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Latin America, (iii) capital distributions to Liberty Latin America and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all. For information regarding our borrowing groups’ commitments and contingencies, see note 1517 to our condensed consolidated financial statements.

On December 20, 2017, in connection with challenging circumstances that Liberty Puerto Rico continues to experience as a result of the damage caused by Hurricanes Irma and Maria, the LPR Credit Agreements were amended to (i) provide Liberty Puerto Rico with relief from complying with leverage covenants through December 31, 2018, (ii) increase the consolidated first lien net leverage ratio covenant from 4.5:1 to 5.0:1 beginning with the March 31, 2019 quarterly test date, (iii) restrict Liberty Puerto Rico’s ability to make certain types of payments to its shareholders through December 31, 2018 and (iv) include an equity commitment of up to $60 million from Liberty Puerto Rico’s shareholders through December 31, 2018 to fund any potential liquidity shortfalls. Based on our 60% ownership in Liberty Puerto Rico, we are obligated for up to $36 million of the LCPR Equity Commitment. During the first quarter of 2018, a $25 million capital contribution was provided to Liberty Puerto Rico consisting of $15 million from us and $10 million from Searchlight. Subsequent to March 31, 2018, an additional $20 million was contributed to Liberty Puerto Rico, consisting of $12 million from us and $8 million from Searchlight. Accordingly, Liberty Puerto Rico has up to an additional $15 million available under the LCPR Equity Commitment, of which we are obligated for up to $9 million.

~~Hurricanes Irma and Maria are expected to continue to have an adverse impact on Liberty Puerto Rico’s cash flows and liquidity. For additional information, see the discussion under~~ ~~Overview~~ ~~above.~~

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

Capitalization

We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a debt balance (measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is typically between four and five times our consolidated Adjusted OIBDA, although the timing of our acquisitions and financing transactions and the interplay of foreign currency average and spot rates may impact this ratio. The ratio of our March 31, ~~2018~~2020 consolidated debt (total principal amount of debt and finance lease obligations outstanding, net of projected derivative principal-related cash payments (receipts)) to our annualized consolidated Adjusted OIBDA for the quarter ended March 31, ~~2018~~2020 was ~~4.8x.~~5.6x, or 4.8x excluding $1,253 million of incremental debt borrowed by Liberty Puerto Rico to fund the AT&T Acquisition. In addition, the ratio of our March 31, ~~2018~~2020 consolidated net debt (debt, as defined above, less cash and cash ~~equivalents)~~equivalents and the AT&T Acquisition Restricted Cash) to our annualized consolidated Adjusted OIBDA for the quarter ended March 31, ~~2018~~2020 was 4.5x. Beginning in the fourth quarter of 2017, these ratios increased due to the adverse impacts of the hurricanes on our Adjusted OIBDA. However, assuming our debt levels remain relatively consistent, we expect these ratios to decrease in future periods as we continue to recover from the adverse impacts of the hurricanes.3.8x.

When it is cost effective, we generally seek to match the denomination of the borrowings of our subsidiaries with the functional currency of the operations that support the respective borrowings. As further discussed under Item 3. Quantitative and Qualitative Disclosures about Market Risk and in note 5 to our condensed consolidated financial statements, we also use derivative instruments to mitigate foreign currency and interest rate risks associated with our debt instruments.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements ~~and indentures~~ of our borrowing groups is dependent primarily on our ability to maintain ~~or increase~~ covenant EBITDA of our operating subsidiaries, as specified by our subsidiaries’ debt agreements (Covenant EBITDA), and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Covenant EBITDA of C&W were to decline, our ability to obtain additional debt could be limited. No assurance can be given that we would have sufficient

sources of liquidity, or that any external funding would be available on favorable terms, or at all, to fund any such required repayment. At March 31, ~~2018,~~2020, each of our borrowing groups was in compliance with its debt covenants. We do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.

At March 31, ~~2018,~~2020, the outstanding principal amount of our debt, together with our ~~capital~~finance lease obligations, aggregated ~~$6,440~~$8,978 million, including ~~$212~~$281 million that is classified as current in our condensed consolidated balance sheet and ~~$5,803~~$8,176 million that is not due until ~~2022~~2024 or thereafter. ~~All~~At March 31, 2020, $8,572 million of our debt and ~~capital~~finance lease obligations have been borrowed or incurred by our ~~subsidiaries~~subsidiaries. Included in the outstanding principal amount of our debt at March 31, ~~2018.~~2020 is $168 million of vendor financing, which we use to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year, other than for certain licensing arrangements that generally are due over the term of the related license. For additional information concerning our debt, ~~and capital lease obligations,~~ including our debt maturities, see note 89 to our condensed consolidated financial statements.

~~Notwithstanding our negative working capital position~~The weighted average interest rate in effect at March 31, ~~2018~~2020 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin, was 5.8%. The interest rate is based on stated rates and does not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. The weighted average impact of the derivative instruments, excluding forward-starting derivative instruments, on our borrowing costs at March 31, 2020 was as follows:



Borrowing group	Increase (decrease) to borrowing costs

C&W	0.51	%
VTR Finance	(0.02	)%
Liberty Puerto Rico	0.49	%
Cabletica	0.68	%
Liberty Latin America borrowing groups	0.39	%

Including the effects of derivative instruments, original issue premiums or discounts, including the discount on the Convertible Notes associated with the instrument’s conversion option, and commitment fees, but excluding the impact of financing costs, the weighted average interest rate on our indebtedness was 6.4% at March 31, 2020.

~~, w~~We believe that we have sufficient resources to repay or refinance the current portion of our debt and ~~capital~~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 ~~economic~~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 and (iii) in the case of Liberty Puerto Rico, by the adverse impacts of the hurricanes on its operations. For additional information regarding the impacts of the hurricanes, see the related discussion under ~~Overview~~ ~~above.~~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.

As of March 31, 2020, our financial position, covenant compliance under the indentures of our borrowing groups or liquidity needs, which includes access to borrowing available under our various revolving credit facilities, have not been materially impacted as a result of COVID-19. For additional information regarding risks associated with COVID-19, refer to Part II—Item 1A. Risk Factors below.

Condensed Consolidated Statements of Cash Flows

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

Summary. Our condensed consolidated statements of cash flows for the three months ended March 31, ~~2018~~2020 and ~~2017~~2019 are summarized as follows:


	Three months ended March 31,									Three months ended March 31,
	2018			2017			Change			2020			2019			Change
	in millions									in millions

Net cash provided by operating activities	$	163.2		$	75.0		$	88.2		$	114.9		$	187.8		$	(72.9	)
Net cash used by investing activities	(187.8		)	(127.0		)	(60.8		)	(147.1		)	(285.5		)	138.4
Net cash provided (used) by financing activities	(11.8		)	34.5			(46.3		)
Net cash provided by financing activities										455.4			39.3			416.1
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.1			(0.5		)	0.6			(8.5		)	2.5			(11.0		)
Net decrease in cash, cash equivalents and restricted cash	$	(36.3	)	$	(18.0	)	$	(18.3	)
Net increase in cash, cash equivalents and restricted cash										$	414.7		$	(55.9	)	$	470.6

Operating Activities. The ~~increase~~decrease in net cash provided by our operating activities is primarily attributable to (i) ~~an increase~~a decrease from our working capital items, ~~inclusive~~including the impact from insurance receipts as discussed below, and (ii) a decrease in cash payment for interest and taxes. During the first quarter of ~~a net advance payment~~2019, $33 million of the cash received ~~from our third-party insurance provider of $30 million~~ associated with the ~~initial~~final insurance ~~claims filed in connection with damages sustained from the hurricanes,~~settlement for Hurricanes Maria and ~~(ii) lower interest payments.~~Irma was reflected as an operating cash inflow.

Investing Activities. The ~~increase~~decrease in net cash used by our investing activities is primarily attributable to ~~higher~~the net effect of (i) $160 million of cash used for the UTS Acquisition in March 2019, (ii) a decrease in cash used for capital expenditures, as further discussed ~~below.~~below and (iii) the impact of $34 million of cash we received during the first quarter of 2019 related to the recovery on damaged or destroyed property and equipment resulting from hurricanes Maria, Irma and Matthew. For additional information regarding the settlement of our insurance claims associated with these hurricanes, see note 7 to our condensed consolidated financial statements.

The capital expenditures that we report in our condensed consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or ~~capital~~finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures, as reported in our condensed consolidated statements of cash flows, ~~which exclude amounts financed under capital-related vendor financing or capital lease arrangements,~~ and (ii) our total property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or ~~capital~~finance lease arrangements. For further details regarding our property and equipment additions, see note 1618 to our condensed consolidated financial statements.

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


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020			2019
	in millions						in millions

Property and equipment additions	$	194.0		$	139.2		$	132.9		$	139.1
Assets acquired under capital-related vendor financing arrangements	(20.7		)	(14.1		)	(23.6		)	(10.9		)
Assets acquired under capital leases	(0.6		)	(0.9		)
Assets acquired under finance leases							—			(0.1		)
Changes in current liabilities related to capital expenditures	15.5			0.2			39.9			31.5
Capital expenditures	$	188.2		$	124.4		$	149.2		$	159.6

~~Our~~The decrease in our property and equipment additions ~~increased~~ during the three months ended March 31, ~~2018,~~2020, as compared to the corresponding period in ~~2017, largely~~2019, is primarily due to the net effect of (i) a decrease in customer premises equipment, (ii) a decrease in support-related equipment and (iii) an increase in ~~expenditures by Liberty Puerto Rico~~new builds and ~~C&W, primarily related to $62 million and $8 million, respectively, in connection with network restoration activities following Hurricanes Irma and Maria, and (ii) a decrease due to FX.~~upgrades. During the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, our property and equipment additions represented ~~21.3%~~14.3% and ~~15.3%~~14.8% of revenue, respectively. This increase in property and equipment additions as a percentage of revenue is primarily a function of the significant increase in property and equipment additions during the first quarter of 2018 as a result of the restoration activities at Liberty Puerto Rico and, to a lesser extent at C&W, following the hurricanes.

Financing Activities. During the three months ended March 31, ~~2018,~~2020, we ~~used $12~~generated $455 million of cash from financing activities primarily due to $491 million of net borrowings of debt, which was slightly offset by $26 millionrelated to payments of financing costs and debt premiums. During the first quarter of 2020, we borrowed amounts on the revolving credit facilities of our C&W, VTR and LCPR borrowing groups. During the three months ended March 31, 2019, we received $39 million in net cash from financing activities, ~~primarily relating~~due to ~~$19~~net borrowings of debt. The net borrowings of debt include $170 million that was borrowed on the C&W Revolving Credit Facility in order to finance the UTS Acquisition and $111 million of cash used to repay in ~~connection with~~full the outstanding principal amount under the 2019 C&W Jamaica NCI Acquisition, which was partially offset by a $10 million capital contribution from Searchlight indirectly to Liberty Puerto Rico for purposes of funding liquidity shortfalls following the impact of the hurricanes. For additional information see note 10 to our condensed consolidated financial statements. During the three months ended March 31, 2017, we received $35 million in net cash from financing activities, which includes $63 million in net borrowings of debt, partially offset by distributions to Liberty Global and noncontrolling interest owners of $19 million and $15 million, respectively.Senior Notes.

Adjusted Free Cash Flow

We define adjusted free cash flow, a non-GAAP measure, as net cash provided by our operating activities, plus (i) cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, ~~and~~ (ii) expenses financed by an intermediary, (iii) insurance recoveries related to damaged and destroyed property and equipment, and (iv) certain net interest payments (receipts) incurred or received, including associated derivative instrument payments and receipts, in advance of a significant acquisition, less (a) capital expenditures, (b) distributions to noncontrolling interest owners, (c) principal payments on amounts financed by vendors and intermediaries and (d) principal payments on ~~capital~~finance leases. WeAs a result of the pending AT&T Acquisition, we have changed the way we define adjusted free cash flow effective December 31, ~~2017~~2019 to ~~deduct distributions~~adjust (i) for pre-acquisition interest incurred on the incremental debt issued in advance of the AT&T Acquisition, (ii) to ~~noncontrolling~~exclude pre-acquisition interest owners. This change was given effect for all periods presented. Additionally, on January 1, 2018, we retroactively adopted ASU 2016-18, which resulted in an immaterial decrease in cash from operating activities forearned related to the ~~three months ended March 31, 2017. For additional information regarding~~AT&T Acquisition Restricted Cash that will be used to fund a portion of the AT&T Acquisition and (iii) the impact of ~~adopting ASU 2016-18, see note 2 to our condensed consolidated financial statements.~~associated pre-acquisition derivative contracts. As the debt was incurred directly as a result of the pending acquisition and will be supported by cash flows of the acquisition from the date of the closing, we believe this results in the most meaningful presentation of adjusted free cash flow. We believe that our presentation of adjusted free cash flow provides useful information to our investors because this measure can be used to gauge our ability to service debt and fund new investment opportunities. Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, which are not deducted to arrive at this amount. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, U.S. GAAP measures of liquidity included in our condensed consolidated statements of cash flows.

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


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2020			2019
	in millions						in millions

Net cash provided by operating activities	$	163.2		$	75.0		$	114.9		$	187.8
Cash payments for direct acquisition and disposition costs	0.1			0.9
Cash payments (recoveries) for direct acquisition and disposition costs							1.4			(1.3		)
Expenses financed by an intermediary (a)	32.3			10.3			32.5			31.3
Capital expenditures	(188.2		)	(124.4		)	(149.2		)	(159.6		)
Distribution to noncontrolling interest owners	—			(14.6		)
Recovery on damaged or destroyed property and equipment							—			33.9
Distributions to noncontrolling interest owners							(0.7		)	—
Principal payments on amounts financed by vendors and intermediaries	(51.1		)	(18.8		)	(43.8		)	(42.3		)
Principal payments on capital leases	(2.0		)	(1.9		)
Pre-acquisition net interest payments (receipts) (b)							(3.0		)	—
Principal payments on finance leases							(0.6		)	(1.4		)
Adjusted free cash flow	$	(45.7	)	$	(73.5	)	$	(48.5	)	$	48.4

(a)

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


(b)	Amount primarily represents interest received on the AT&T Acquisition Restricted Cash.

Off Balance Sheet Arrangements

Contractual Commitments

The following table sets forth the U.S. dollar equivalents of our commitments as of March 31, ~~2018:~~2020:


	Payments due during														Total		Payments due during														Total
	Remainder of 2018		2019		2020		2021		2022		2023		Thereafter		Total		Remainder of 2020		2021		2022		2023		2024		2025		Thereafter		Total
	in millions																in millions

Debt (excluding interest)	$	173.2	$	257.8	$	64.9	$	125.0	$	1,615.2	$	206.3	$	3,981.0	$	6,423.4	$	147.3	$	157.8	$	99.1	$	395.2	$	1,840.3	$	65.8	$	6,269.8	$	8,975.3
Capital leases (excluding interest)	11.9		3.3		1.5		0.1		—		—		—		16.8
Finance leases (excluding interest)																	1.5		0.5		0.2		0.2		0.2		0.1		0.2		2.9
Operating leases																	30.5		34.4		28.7		22.8		19.1		13.1		42.5		191.1
Programming commitments	120.3		58.3		24.4		18.0		2.2		1.5		0.7		225.4		98.7		106.3		74.3		43.6		35.4		0.3		—		358.6
Network and connectivity commitments	82.2		74.2		25.9		18.5		14.6		13.9		24.3		253.6		55.6		35.6		6.0		5.3		4.6		2.5		9.0		118.6
Purchase commitments	110.7		27.6		9.6		1.1		1.1		0.6		—		150.7		160.8		19.4		7.4		0.4		—		—		—		188.0
Operating leases	22.5		20.6		16.9		13.4		11.4		9.1		17.3		111.2
Other commitments	8.9		2.8		1.6		1.4		1.3		1.3		10.0		27.3		13.3		2.3		1.9		1.6		1.6		1.6		9.3		31.6
Total (a)	$	529.7	$	444.6	$	144.8	$	177.5	$	1,645.8	$	232.7	$	4,033.3	$	7,208.4	$	507.7	$	356.3	$	217.6	$	469.1	$	1,901.2	$	83.4	$	6,330.8	$	9,866.1
Projected cash interest payments on debt and capital lease obligations (b)	$	218.9	$	373.7	$	352.8	$	349.1	$	300.0	$	237.6	$	411.7	$	2,243.8
Projected cash interest payments on debt and finance lease obligations (b)																	$	353.3	$	497.9	$	493.7	$	476.7	$	415.1	$	359.3	$	602.0	$	3,198.0

(a)

The commitments included in this table do not reflect any liabilities that are included in our March 31, ~~2018~~2020 condensed consolidated balance sheet other than (i) debt and ~~capital~~(ii) finance and operating lease obligations. Our liability for uncertain tax positions, including accrued interest, in the various jurisdictions in which we operate ($~~318~~76 millionat March 31, ~~2018)~~2020) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.


(b)	Amounts are based on interest rates, interest payment dates, commitment fees and contractual maturities in effect as of March 31, ~~2018.~~2020. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our derivative contracts.

For information concerning our debt, ~~and capital~~operating lease obligations ~~see note 8 to our condensed consolidated financial statements. For information concerning our~~and commitments, see ~~note 15~~notes 9, 10 and 17, respectively, to our condensed consolidated financial statements.

In addition to the commitments set forth in the table above, we have commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding projected cash flows associated with our derivative instruments, see Item 3. Quantitative and Qualitative Disclosures About Market Risk—Projected Cash Flows Associated with Derivative Instruments below. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during the three months ended March 31, ~~2018~~2020 and ~~2017,~~2019, see note 5 to our condensed consolidated financial statements.


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in this section should be read in conjunction with the more complete discussion that appears under Quantitative and Qualitative Disclosures About Market Risk in our ~~2017~~2019 Form 10-K. The following discussion updates selected numerical information to March 31, ~~2018.~~2020.

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

Cash and Investments

We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to the denominations of Liberty Latin America’s short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cash balances in consideration of Liberty Latin America’s forecasted liquidity requirements. At March 31, ~~2018, a significant proportion~~2020, $187 million or 11.7% of our cash balance was denominated in ~~U.S. dollars or denominated in a currency that is indexed to the U.S. dollar.~~Chilean pesos.

Foreign Currency ~~Exchange~~ Rates

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


	March 31, 2018	December 31, 2017	March 31, 2020	December 31, 2019
Spot rates:
British pound sterling	0.71	0.74
Chilean peso	603.90	615.40	853.79	751.85
Jamaican dollar	126.22	124.58	135.01	132.28


	Three months ended March 31,		Three months ended March 31,
	2018	2017	2020	2019
Average rates:
British pound sterling	0.72	0.81
Chilean peso	602.37	655.13	804.03	667.16
Jamaican dollar	125.80	128.58	136.83	130.72

Interest Rate Risks

In general, we seek to enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt. Accordingly, we have entered into various derivative transactions to reduce exposure to increases in interest rates. We use interest rate derivative contracts to exchange, at specified intervals, the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional principal amount. ~~We also use interest rate cap agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit from declines in market rates.~~ At March 31, ~~2018,~~2020, we ~~effectively~~ paid a fixed rate of interest ~~rate~~ on ~~97%~~91% of our total ~~debt.~~debt, which includes the impact of our interest rate derivative contracts. The final maturity dates of our various portfolios of interest rate derivative instruments generally fall short of the respective maturities of the underlying variable-rate debt. In this regard, we use judgment to determine the appropriate maturity dates of our portfolios of interest rate derivative instruments, taking into account the relative costs and benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors. For additional information concerning the impacts of these interest rate derivative instruments, see note 5 to our condensed consolidated financial statements.

Sensitivity Information

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

VTR Finance Cross-currency Derivative Contracts

Holding all other factors constant, at March 31, ~~2018,~~2020, an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the VTR Finance cross-currency derivative contracts by approximately CLP ~~107.5~~100 billion ~~($178 million).~~or $117 million.

C&W Cross-currency and Interest Rate Derivative Contracts

Holding all other factors constant, at March 31, 2020, 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 cross-currency and interest rate derivative contracts by approximately$172 million.

Liberty Puerto Rico Interest Rate Derivative Contracts

Holding all other factors constant, at March 31, ~~2018:~~2020, 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 $80 million.


i.	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the C&W cross-currency and interest rate derivative contracts by approximately $58 million; and


~~ii.~~	an instantaneous increase (decrease) of 10% in the value of the British pound sterling relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the C&W cross-currency and interest rate derivative contracts by approximately £16 million ($22 million).

Projected Cash Flows Associated with Derivative Instruments

The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of March 31, ~~2018.~~2020. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see note 5 to our condensed consolidated financial statements.


	Payments (receipts) due during:															Total		Payments (receipts) due during:																		Total
	Remainder of 2018																	Remainder of 2020
	Remainder of 2018		2019			2020		2021		2022		2023		Thereafter				Remainder of 2020			2021		2022			2023		2024			2025		Thereafter
			in millions															in millions
Projected derivative cash payments, net:
Projected derivative cash payments (receipts), net:
Interest-related (a)	$	20.4	$	16.2		$	9.3	$	9.3	$	11.9	$	13.5	$	7.5	$	88.1	$	16.7		$	22.0	$	18.8		$	30.4	$	26.8		$	25.7	$	41.5		$	181.9
Principal-related (b)	—		(11.6		)	—		—		150.9		—		28.5		167.8		—			—		(192.9		)	—		(67.6		)	—		(17.3		)	(277.8		)
Other (c)	13.4		—			—		—		—		—		—		13.4		(14.4		)	—		—			—		—			—		—			(14.4		)
Total	$	33.8	$	4.6		$	9.3	$	9.3	$	162.8	$	13.5	$	36.0	$	269.3	$	2.3		$	22.0	$	(174.1	)	$	30.4	$	(40.8	)	$	25.7	$	24.2		$	(110.3	)


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


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


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


Item 4.	CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~Principle~~Principal Executive Officer and our Principal Financial Officer (the Executives), as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives.

As disclosed in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, we identified material weaknesses in our internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable new or enhanced controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. Our management, with the participation of the Executives, evaluated the effectiveness of our disclosure controls and procedures as of March 31, ~~2018. Based on that evaluation,~~2020. As remediation is not completed, the Executives concluded that our disclosure controls and procedures ~~are effective at the reasonable assurance level~~continue to be ineffective as of March 31, ~~2018.~~2020.

Management’s Remediation Plans

Management, with oversight from the Audit Committee of the Board of Directors, is continuing to implement the remediation plans as disclosed in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019. 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

~~There~~

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 fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal quarter, changes in our internal control over financial reporting include:

•the remediation efforts regarding the material weaknesses that existed as of December 31, 2019; and,

we updated our internal controls over financial reporting, as necessary, to accommodate modifications to our order-to-cash process related to VTR’s implementation of a new customer relationship management software.

PART II - OTHER INFORMATION

Item 1A. RISK FACTORS

Except as discussed below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our 2019 Form 10-K.

The effects of the novel coronavirus (COVID-19) outbreak could adversely impact our business and results of operations.

The outbreak and continuing exponential spread of COVID-19, which first surfaced in Wuhan, China in December 2019 and was declared a “pandemic” by the Word Health Organization in March 2020, may lead to a significant number of adverse effects, both external and internal, on our business and results of operations. With respect to external impacts, the COVID-19 outbreak has resulted in a substantial curtailment of the global economy, including global travel, tourism, and business activities. As part of intensifying global efforts to contain the spread of COVID-19, most of the countries in which we operate have imposed travel restrictions to and from affected areas, with a significant number of airport closures, flight cancellations and suspensions, and port closures. These measures, coupled with the fear of the further spread of COVID-19, have resulted in a significant reduction of worldwide travel over the last several months, including travel related to tourism, which is an important economic activity for many of the markets in which we operate. If these conditions continue for an extended period of time, we could experience reduced demand for our products and services, including a reduction in roaming charges incurred by tourists, which could have a negative impact on our ability to enter into new customer contracts or renew existing customer contracts, specifically in our B2B segment and with hotels and other tourist-related businesses. In addition, a prolonged period of travel, commercial and other similar restrictions and the resulting reduced demand for air and sea travel as a result of the COVID-19 outbreak could have a negative impact on the ability of our government customers to perform their obligations to us under their existing customer contracts, as many of these markets rely heavily on tourism to drive their respective economies.

With respect to internal impacts, the COVID-19 outbreak has resulted in significant uncertainty in many areas of our business. We do not know how long these conditions will last, and this uncertainty is expected to negatively impact our operations. We may experience labor shortages if our employees are unable or unwilling to come to work due to being infected with COVID-19, quarantine measures, or related outcomes as a result of this outbreak. In this regard, our internal controls over financial reporting measures may be impacted by labor shortages and/or work from home initiatives. Similarly, some of our retail stores, offices and facilities either have been or may be temporarily shut down because of this outbreak, which certain of our customers frequently access to pay for our products and services. The inability of our customers to pay for our products and services, as well as the potential for government intervention precluding payment from customers for a certain period of time, whether in such retail stores, due to a general downturn in the global economy or otherwise, could negatively impact our cash flows, liquidity, including working capital, and ability to borrow. To the extent to which any of the above materialize for a meaningful period of time, we would have to rely on committed liquidity facilities to bridge cash flow, working capital and or capital expenditure requirements. This may have a long term consequence for both our liquidity position and longer term leverage levels across the business. In turn, such results could impact our capital expenditures, including those earmarked for equipment and associated labor costs to build out and/or upgrade our networks as well as for related customer premises equipment. Additionally, certain of our product shipments from China may be delayed. If such a disruption were to extend over a prolonged period, it could have an impact on the continuity of our supply chain. Any disruption resulting from similar events on a larger scale or over a prolonged period could cause significant delays in shipments of products until we are able to resume such shipments or shift from the affected contractor or vendor to another third-party vendor, if needed. If our suppliers cannot deliver the supplies we need to operate our business, including handsets, set-top boxes, and other devices, and if we are unable to deliver our products to our customers, our business and results of operations could be negatively impacted.

As of March 31, 2020, the impact of COVID-19 has not had a material impact on our results of operations, financial position, cash flows or liquidity. The extent of the impact of the outbreak on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, the impact on our customers and our sales cycles, the impact on our employees, and the effect on our vendors, all of which are uncertain and cannot be predicted. The outbreak has resulted in systemic disruption of the worldwide equity markets, and the market values of our publicly-traded equity declined significantly beginning in late February. If, among other factors, (i) our equity values were to remain at these declined levels for a sustained period or were to decline further or (ii) the adverse impacts stemming from the COVID-19 outbreak, competition, economic, regulatory or other factors, including macro-economic and demographic trends, were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of goodwill or other long-lived assets. Any such impairment charges could be significant. Additionally, our ability to execute on cost-cutting measures and organizational change initiatives may impact our financial performance and results of operations, including less-than-anticipated cost savings. For instance, in the event demand for our products or services is significantly reduced as a result of the COVID-19 pandemic and related economic impacts, we may need to assess different

corporate actions, organizational change initiatives, and cost-cutting measures, including reducing our workforce, reducing our operating and capital costs, or closing one or more of our retail stores, offices or facilities, and these actions could cause us to incur costs and expose us to other risks and inefficiencies, including whether we would be able to rehire our workforce or recommence operations at such facilities if our business experiences a subsequent recovery. Also, the expansion of our new Operations Center in Panama City, Panama, which is one of our key organizational change initiatives, may be impacted as a result of the COVID-19 pandemic.


Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(c)	Issuer Purchases of Equity Securities

On March 17, 2020, we announced that our board of directors authorized the Share Repurchase Program, which authorizes us to repurchase from time to time up to $100 million of our Class A common shares and/or Class C common shares, as the case may be, over two years. The Share Repurchase Program does not obligate us to repurchase any of our Class A or C common shares. Under the Share Repurchase Program, we may repurchase our common shares from time to time in open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.

The following table sets forth information concerning our company’s purchase of its own equity securities during the three months ended March 31, 2020:



Period	Total number of shares purchased	Average price paid per share (a)		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs

January 1, 2020 through January 31, 2020:
Class A	—	$	—	—
Class C	—	$	—	—
February 1, 2020 through February 29, 2020:
Class A	—	$	—	—
Class C	—	$	—	—
March 1, 2020 through March 31, 2020:
Class A	55,338	$	10.01	55,338	(b)
Class C	114,975	$	9.85	114,975	(b)
Total — January 1, 2020 through March 31, 2020:
Class A	55,338	$	10.01	55,338	(b)
Class C	114,975	$	9.85	114,975	(b)


(a)	Average price paid per share includes direct acquisition costs.


(b)	At March 31, 2020, the remaining amount authorized for repurchases of Liberty Latin America Shares was $98 million.


Item 6.	EXHIBITS

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



10.1		Additional Facility Joinder Agreement dated ~~February 7, 2018~~January 24, 2020 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit ~~4.1~~10.1 to Liberty Latin ~~America’s~~America Ltd.’s Current Report on Form 8-K filed on ~~February 12, 2018~~January 30, 2020 (File No. 001-38335) (the January 2020 8-K)).
10.2		~~Amended and Restated Credit Agreement,~~Extension Amendment dated ~~March 7, 2018,~~January 24, 2020 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova ~~Scotia.~~Scotia (incorporated by reference to Exhibit 10.2 to the January 2020 8-K).***
10.3		~~Form of Share Appreciation Rights Agreement under the~~ Liberty Latin America 2018 Incentive Plan*
~~10.4~~		Ltd. Nonemployee Director Deferred Compensation ~~Plan effective May 1, 2018 (adopted effective March 23, 2018)~~Plan.*
~~10.5~~		Form of Share Appreciation Rights Agreement between the Registrant and our Chief Executive Officer under the Liberty Latin America 2018 Incentive Plan*
31.1		Certification of President and Chief Executive Officer.*
31.2		Certification of Senior Vice President and Chief Financial Officer (Principal Financial Officer).*
~~32.1~~	32	Section 1350 Certifications.**

~~101.INS~~	101.SCH	XBRL Instance Document.*
~~101.SCH~~		~~XBRL~~Inline Taxonomy Extension Schema Document.*
101.CAL		XBRL Inline Taxonomy Extension Calculation Linkbase Document.*
101.DEF		XBRL Inline Taxonomy Extension Definition Linkbase.*
101.LAB		XBRL Inline Taxonomy Extension Label Linkbase Document.*
101.PRE		XBRL Inline Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

***

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Liberty Latin America hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished. The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		LIBERTY LATIN AMERICA LTD.

Dated:	May ~~8, 2018~~5, 2020	/s/ BALAN NAIR
		Balan Nair President and Chief Executive Officer

Dated:	May ~~8, 2018~~5, 2020	/s/ CHRISTOPHER NOYES
		Christopher Noyes Senior Vice President and Chief Financial Officer

5860



	Balance at December 31, 2017			Cumulative catch up adjustments upon adoption			Balance at January 1, 2018
	in millions
Assets:
Other current assets	$	222.9		$	15.8		$	238.7
Other assets, net	$	517.7		$	15.6		$	533.3

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

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



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

Revenue	$	909.0	$	0.9		$	909.9

Operating costs and expenses – selling, general and administrative	$	193.6	$	(0.3	)	$	193.3

Non-operating expense – interest expense	$	98.3	$	4.2		$	102.5

Income tax expense	$	17.3	$	(0.5	)	$	16.8

Net loss	$	51.8	$	2.5		$	54.3



	January 1, 2018		Foreign currency translation adjustments			March 31, 2018
	in millions

C&W	$	4,962.5	$	(18.3	)	$	4,944.2
VTR	433.4		8.3			441.7
Liberty Puerto Rico	277.7		—			277.7
Total	$	5,673.6	$	(10.0	)	$	5,663.6



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

C&W Term Loan B-4 Facility	January 31, 2026	LIBOR + 3.25%	$	1,875.0	$	1,875.0	$	—	$	1,869.2
C&W Revolving Credit Facility	June 30, 2023	LIBOR + 3.25%	$	625.0	10.0		615.0		10.0
C&W Regional Facilities	various dates ranging from 2018 to 2038	4.00% (b)	$	482.4	350.9		131.5		349.9
Total					$	2,235.9	$	746.5	$	2,229.1



Revenue	$	4.0
Allocated share-based compensation expense	(3.3		)
Charges from Liberty Global	(3.0		)
Included in operating income	(2.3		)
Interest income	1.5
Allocated tax expense	(1.8		)
Included in net loss	$	(2.6	)



	Number of shares	Weighted average base price		Weighted average remaining contractual term
Share-based incentive award type				in years
Stock appreciation rights (SARs):
Class A common shares:
Outstanding	1,274,964	$	26.50	5.7
Exercisable	336,956	$	30.95	4.5
Class C common shares:
Outstanding	2,603,506	$	26.84	5.6
Exercisable	737,051	$	31.17	4.3



	Three months ended March 31,
	2018 (a)	2017 (b)

Weighted average shares outstanding - basic and dilutive	171,231,111	172,743,854



	Three months ended March 31, 2018
	C&W		VTR		Liberty Puerto Rico		Intersegment Eliminations			Total
	in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue (a):
Video	$	42.7	$	99.7	$	23.3	$	—		$	165.7
Broadband internet	53.7		96.6		25.3		—			175.6
Fixed-line telephony	26.9		34.6		3.5		—			65.0
Total subscription revenue	123.3		230.9		52.1		—			406.3
Non-subscription revenue (b)	21.5		7.5		1.7		—			30.7
Total residential fixed revenue	144.8		238.4		53.8		—			437.0
Residential mobile revenue:
Subscription revenue (a)	155.1		16.3		—		—			171.4
Non-subscription revenue (c)	22.1		3.2		—		—			25.3
Total residential mobile revenue	177.2		19.5		—		—			196.7
Total residential revenue	322.0		257.9		53.8		—			633.7
B2B revenue:
Subscription revenue	—		5.6		4.3		—			9.9
Non-subscription revenue (d)	203.9		0.3		3.0		(1.2		)	206.0
Sub-sea network revenue (e)	59.6		—		—		—			59.6
Total B2B revenue	263.5		5.9		7.3		(1.2		)	275.5
Other revenue	—		—		0.7		—			0.7
Total	$	585.5	$	263.8	$	61.8	$	(1.2	)	$	909.9



	Subscription revenue			Non-subscription revenue			Total
	in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	4.0		$	—		$	4.0
ARPU (b)	(3.7		)	—			(3.7		)
Decrease in residential fixed non-subscription revenue (c)	—			(2.0		)	(2.0		)
Total increase (decrease) in residential fixed revenue	0.3			(2.0		)	(1.7		)
Increase (decrease) in residential mobile revenue (d)	(7.1		)	2.2			(4.9		)
Increase in B2B revenue (e)	—			0.1			0.1
Increase in B2B sub-sea network revenue (f)	—			5.1			5.1
Total organic increase (decrease)	(6.8		)	5.4			(1.4		)
Impact of the C&W Carve-out Acquisition	—			9.5			9.5
Impact of FX	0.8			1.0			1.8
Total	$	(6.0	)	$	15.9		$	9.9



	Three months ended March 31,				Increase
	2018		2017		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	99.7	$	87.4	$	12.3	14.1
Broadband internet	96.6		82.3		14.3		17.4
Fixed-line telephony	34.6		34.3		0.3		0.9
Total subscription revenue	230.9		204.0		26.9		13.2
Non-subscription revenue	7.5		7.4		0.1		1.4
Total residential fixed revenue	238.4		211.4		27.0		12.8
Residential mobile revenue:
Subscription revenue	16.3		12.6		3.7		29.4
Non-subscription revenue	3.2		2.3		0.9		39.1
Total residential mobile revenue	19.5		14.9		4.6		30.9
Total residential revenue	257.9		226.3		31.6		14.0
B2B revenue:
Subscription revenue	5.6		2.7		2.9		107.4
Non-subscription revenue	0.3		0.3		—		—
Total B2B revenue	5.9		3.0		2.9		96.7
Total	$	263.8	$	229.3	$	34.5	15.0



	Three months ended
	March 31, 2018		December 31, 2017		March 31, 2017
	in millions
Residential fixed revenue:
Subscription revenue:
Video	$	23.3	$	5.3	$	42.7
Broadband internet	25.3		7.8		40.4
Fixed-line telephony	3.5		1.2		6.4
Total subscription revenue	52.1		14.3		89.5
Non-subscription revenue	1.7		0.5		5.9
Total residential fixed revenue	53.8		14.8		95.4
B2B revenue:
Subscription revenue	4.3		1.3		6.7
Non-subscription revenue	3.0		0.7		3.3
Total B2B revenue	7.3		2.0		10.0
Other revenue	0.7		0.1		1.3
Total	$	61.8	$	16.9	$	106.7