UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2021

OR

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

Commission file number: 001-38335

Liberty Latin America Ltd.

(Exact name of Registrant as specified in its charter)

Bermuda	98-1386359
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2 Church Street,
Hamilton	HM 11
(Address of Principal Executive Offices)	(Zip Code)

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

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 Common Shares, par value $0.01 per share	LILA	The NASDAQ Stock Market LLC
Class C Common 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  þ        No  ¨

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

Large Accelerated Filer	☑	Accelerated Filer	☐	Non-Accelerated Filer	☐
Smaller Reporting Company	☐	Emerging Growth Company	☐

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

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

The number of outstanding common shares of Liberty Latin America Ltd. as of July 31, 2021 was: 48,482,714 Class A; 1,932,015 Class B; and 182,648,663 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 June 30, 2021 and December 31, 2020 (unaudited)	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	4
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	73
Item 4.	CONTROLS AND PROCEDURES	75
	PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	76
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	76
Item 6.	EXHIBITS	77

GLOSSARY OF DEFINED TERMS

Unless the context requires otherwise, references to Liberty Latin America, “we,” “our,” “our company” and “us” in this Quarterly Report on Form 10-Q (as defined below) may refer to Liberty Latin America Ltd. or collectively to Liberty Latin America Ltd. and its subsidiaries. We have used several other terms in this Quarterly Report on Form 10-Q, most of which are defined or explained below.

2020 Form 10-K	Annual Report on Form 10-K for the year ended December 31, 2020
2026 SPV Credit Facility	$1.0 billion principal amount of LIBOR + 5.0% term loan facility due October 15, 2026 issued by LCPR Loan Financing (repaid during 2021)
2028 LPR Term Loan	$500 million principal amount of LIBOR + 3.75% term loan facility due October 15, 2028 issued by LCPR Loan Financing
2028 VTR Senior Secured Notes	$540 million principal amount of 5.125% senior secured notes due January 15, 2028 issued by VTR Comunicaciones SpA
2029 VTR Senior Secured Notes	$410 million principal amount of 4.375% senior secured notes due April 15, 2029 issued by VTR Comunicaciones SpA
2029 LPR Senior Secured Notes	$820 million principal amount of 5.125% senior secured notes due July 15, 2029 issued by LCPR Senior Secured Financing
Adjusted OIBDA	Operating income or loss before share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
AGRECU	Asociación Gremial de Consumidores Y Usuarios de Chile
Annual Report on Form 10-K	Annual Report on Form 10-K as filed with the SEC under the Exchange Act
ARPU	Average monthly subscription revenue per average fixed RGU or mobile subscriber, as applicable
ASU	Accounting Standards Update
AT&T	AT&T Inc.
AT&T Acquisition	October 31, 2020 acquisition of all of the outstanding shares of the AT&T Acquired Entities
AT&T Acquired Entities	Collectively, AT&T Mobility Puerto Rico Inc., AT&T Mobility Virgin Islands Inc. and Beach Holding Corporation
B2B	Business-to-business
C&W	Cable & Wireless Communications Limited and its subsidiaries
C&W Bahamas	The Bahamas Telecommunications Company Limited, a 49%-owned subsidiary of C&W that owns all of our operations in the Bahamas
C&W Caribbean and Networks	Reportable segment that includes all subsidiaries of C&W, excluding CWP that is a separate reportable segment
C&W Credit Facilities	Senior secured credit facilities of certain subsidiaries of C&W comprised of: (i) C&W Term Loan B-5 Facility; (ii) C&W Revolving Credit Facility; and (iii) C&W Regional Facilities
C&W Jamaica	Cable & Wireless Jamaica Limited, a 92%-owned subsidiary of C&W
C&W Panama	Reportable segment for our operations in Panama
C&W Regional Facilities	Primarily comprised of credit facilities at CWP, C&W Jamaica and Columbus Communications Trinidad Limited
C&W Revolving Credit Facility	$630 million LIBOR + 3.25% revolving credit facility, $50 million of which is due June 30, 2023 and $580 million due January 30, 2026, of C&W
C&W Term Loan B-4 Facility	$1,640 million principal amount term loan B-4 facility of C&W (repaid during 2020)
C&W Term Loan B-5 Facility	$1,510 million principal amount of LIBOR + 2.25% term loan B-5 facility due January 31, 2028 of C&W
Cabletica	Cabletica S.A., an indirectly 80%-owned subsidiary; a reportable segment that owns most of our operations in Costa Rica
Cabletica Credit Facilities	Senior secured credit facilities of Cabletica comprised of: (i) Cabletica Term Loan B-1 Facility; (ii) Cabletica Term Loan B-2 Facility; and (iii) Cabletica Revolving Credit Facility

GLOSSARY OF DEFINED TERMS – (Continued)

Cabletica Revolving Credit Facility	$15 million LIBOR + 4.25% revolving credit facility due August 1, 2024 of Cabletica
Cabletica Term Loan B-1 Facility	$49 million principal amount of LIBOR + 5.50% term loan facility, 50% of which is due February 1, 2024 and 50% due August 1, 2024, of Cabletica
Cabletica Term Loan B-2 Facility	CRC 43 billion principal amount of TBP + 6.75% term loan facility, 50% of which is due February 1, 2024 and 50% due August 1, 2024, of Cabletica
CLP	Chilean peso
Convertible Notes	$403 million principal amount of 2% convertible senior notes due July 15, 2024 issued by Liberty Latin America
COP	Colombian peso
CPE	Customer premises equipment
CRC	Costa Rica colón
CWP	Cable & Wireless Panama, S.A., a 49%-owned subsidiary of C&W that owns most of our operations in Panama
Directors	Members of Liberty Latin America’s board of directors
EPS	Earnings or loss per share
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FCC	United States Federal Communications Commission
FX	Foreign currency translation effects
JMD	Jamaican dollar
LCPR	Liberty Cablevision of Puerto Rico LLC
LCPR Loan Financing	LCPR Loan Financing LLC, a consolidated special purpose financing entity
LCPR Senior Secured Financing	LCPR Senior Secured Financing Designated Activity Company, a consolidated special purpose financing entity
Liberty Communications PR	Liberty Communications PR Holding LP and its subsidiaries, which include LCPR and, as of October 31, 2020, Liberty Mobile and its subsidiaries
Liberty Latin America Shares	Collectively, Class A, Class B and Class C common shares of Liberty Latin America
Liberty Mobile	Liberty Mobile Inc. and it subsidiaries
Liberty Puerto Rico	Reportable segment with operations in Puerto Rico and the U.S. Virgin Islands
LIBOR	London Inter-Bank Offered Rate
LPR Credit Facilities	Senior secured credit facilities of Liberty Puerto Rico comprised of: (i) LPR Revolving Credit Facility; (ii) 2028 LPR Term Loan; and (iii) at December 31, 2020, 2026 SPV Credit Facility
LPR Revolving Credit Facility	$168 million LIBOR + 3.5% revolving credit facility due March 15, 2027 of LCPR
MVNO	Mobile virtual network operator
Networks & LatAm	Business operations within our C&W Caribbean and Network segment
ODECU	La Organización de Consumidores y Usuarios de Chile
PSARs	Performance-based stock appreciation rights
PSUs	Performance-based restricted stock units
Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q as filed with the SEC under the Exchange Act
RGU	Revenue generating unit
RSUs	Restricted stock units
Sable	Sable International Finance Limited, a wholly-owned subsidiary of C&W
Sable Currency Swaps	U.S. dollar to the Jamaican dollar cross-currency swaps held by Sable
SARs	Stock appreciation rights
SEC	U.S. Securities and Exchange Commission
SERNAC	Servicio Nacional del Consumidor (the Chilean National Consumer Authority)
Share Repurchase Program	The share repurchase program for up to $100 million of our Class A and/or Class C common shares over two years that was authorized by our Directors on March 16, 2020

GLOSSARY OF DEFINED TERMS – (Continued)

TAB	Tasa Activa Bancaria interest rate
TBP	Tasa Básica Pasiva interest rate
Telefónica-Costa Rica Acquisition	Pending acquisition of Telefónica S.A.’s wireless operations in Costa Rica
TSA	Transition services agreement dated October 31, 2020 by and between AT&T and Leo Cable LP, a wholly-owned subsidiary of Liberty Latin America, for a period up to 36 months following the closing of the AT&T Acquisition
U.K.	United Kingdom
U.S.	United States
U.S. GAAP	Generally accepted accounting principles in the United States
VAT	Value-added taxes
VTR	VTR Finance N.V. and its subsidiaries, a reportable segment
VTR Credit Facilities	Senior secured credit facilities of VTR comprised of: (i) VTR RCF – A; (ii) VTR RCF – B; and (iii) at December 31, 2020, the VTR TLB-1 and VTR TLB-2 facilities
VTR RCF – A	CLP 45 billion TAB + 3.35% revolving credit facility due June 15, 2026 of VTR
VTR RCF – B	$200 million LIBOR + 2.75% revolving credit facility due June 15, 2026 of VTR
VTR TLB-1 Facility	CLP 141 billion principal amount of ICP +3.8% term loan facility of VTR (repaid during 2021)
VTR TLB-2 Facility	CLP 33 billion principal amount of 7% term loan facility of VTR (repaid during 2021)
Weather Derivatives	Weather derivative contracts that provide insurance coverage for certain weather-related events

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	June 30, 2021		December 31, 2020
	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	1,311.1	$	894.2
Trade receivables, net of allowances of $91.6 million and $100.0 million, respectively	591.6		560.7
Prepaid expenses	91.0		62.6
Other current assets, net	527.2		434.4
Total current assets	2,520.9		1,951.9
Goodwill	4,775.2		4,885.5
Property and equipment, net	4,873.1		4,911.4
Intangible assets subject to amortization, net	755.3		858.9
Intangible assets not subject to amortization	1,465.0		1,465.6
Other assets, net	1,108.4		1,156.7
Total assets	$	15,497.9	$	15,230.0

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

1

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS – (Continued)

(unaudited)

	June 30, 2021		December 31, 2020
	in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	366.1	$	351.7
Current portion of deferred revenue	166.8		184.9
Current portion of debt and finance lease obligations	164.6		161.9
Accrued capital expenditures	55.4		73.6
Accrued interest	141.2		132.3
Accrued payroll and employee benefits	92.1		107.5
Derivative instruments	69.2		90.2
Other accrued and current liabilities	634.6		602.9
Total current liabilities	1,690.0		1,705.0
Long-term debt and finance lease obligations	8,629.7		8,195.3
Deferred tax liabilities	638.7		619.9
Deferred revenue	168.1		185.3
Other long-term liabilities	835.4		1,080.8
Total liabilities	11,961.9		11,786.3
Commitments and contingencies
Equity:
Liberty Latin America shareholders:
Class A, $0.01 par value; 500,000,000 shares authorized; 49,994,396 and 48,994,180 shares issued and outstanding, respectively, at June 30, 2021; 49,303,401 and 49,009,585 shares issued and outstanding, respectively, at December, 31, 2020	0.5		0.5
Class B, $0.01 par value; 50,000,000 shares authorized; 1,932,015 shares issued and outstanding at June 30, 2021; 1,932,386 shares issued and outstanding at December 31, 2020	—		—
Class C, $0.01 par value; 500,000,000 shares authorized; 183,223,984 and 182,550,826 shares issued and outstanding, respectively, at June 30, 2021; 181,786,924 and 181,113,766 shares issued and outstanding, respectively, at December 31, 2020	1.8		1.8
Undesignated preference shares, $0.01 par value; 50,000,000 shares authorized; nil shares issued and outstanding at each period	—		—
Treasury shares, at cost; 1,673,374 and 966,974 shares, respectively	(19.5)		(9.5)
Additional paid-in capital	5,032.5		4,982.0
Accumulated deficit	(2,042.3)		(2,134.5)
Accumulated other comprehensive loss, net of taxes	(162.3)		(125.6)
Total Liberty Latin America shareholders	2,810.7		2,714.7
Noncontrolling interests	725.3		729.0
Total equity	3,536.0		3,443.7
Total liabilities and equity	$	15,497.9	$	15,230.0

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

2

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
	in millions, except per share amounts
Revenue	$	1,168.0	$	848.9	$	2,327.9	$	1,779.9
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services	275.7		179.7		555.9		390.5
Other operating costs and expenses	461.1		360.1		914.5		740.2
Depreciation and amortization	254.0		216.4		499.9		429.9
Impairment, restructuring and other operating items, net	17.0		298.7		19.2		317.5
	1,007.8		1,054.9		1,989.5		1,878.1
Operating income (loss)	160.2		(206.0)		338.4		(98.2)
Non-operating income (expense):
Interest expense	(133.7)		(135.3)		(260.1)		(278.6)
Realized and unrealized gains (losses) on derivative instruments, net	57.3		(179.0)		172.2		(161.6)
Foreign currency transaction gains (losses), net	(44.4)		19.1		(69.8)		(145.2)
Losses on debt extinguishment	—		—		(23.3)		(3.4)
Other income (expense), net	(0.4)		4.8		(1.0)		11.6
	(121.2)		(290.4)		(182.0)		(577.2)
Earnings (loss) before income taxes	39.0		(496.4)		156.4		(675.4)
Income tax expense	(38.0)		(3.8)		(66.0)		(9.4)
Net earnings (loss)	1.0		(500.2)		90.4		(684.8)
Net loss attributable to noncontrolling interests	3.4		107.2		1.8		111.1
Net earnings (loss) attributable to Liberty Latin America shareholders	$	4.4	$	(393.0)	$	92.2	$	(573.7)
Basic net earnings (loss) per share attributable to Liberty Latin America shareholders	$	0.02	$	(2.12)	$	0.40	$	(3.10)
Dilutive net earnings (loss) per share attributable to Liberty Latin America shareholders	$	0.02	$	(2.12)	$	0.39	$	(3.10)

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

3

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

(unaudited)

	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
	in millions
Net earnings (loss)	$	1.0	$	(500.2)	$	90.4	$	(684.8)
Other comprehensive loss, net of taxes:
Foreign currency translation adjustments	(17.1)		(35.7)		(43.1)		(40.4)
Reclassification adjustments included in net earnings (loss)	1.4		(0.3)		2.6		(3.1)
Pension-related adjustments and other, net	3.0		0.5		3.2		1.6
Other comprehensive loss	(12.7)		(35.5)		(37.3)		(41.9)
Comprehensive earnings (loss)	(11.7)		(535.7)		53.1		(726.7)
Comprehensive loss attributable to noncontrolling interests	3.8		107.7		2.4		111.8
Comprehensive earnings (loss) attributable to Liberty Latin America shareholders	$	(7.9)	$	(428.0)	$	55.5	$	(614.9)

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

4

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

	Liberty Latin America shareholders																Non-controlling interests		Total equity
	Common shares						Treasury Stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss, net of taxes		Total Liberty Latin America shareholders
	Class A		Class B		Class C
	in millions
Balance at April 1, 2020	$	0.5	$	—	$	1.3	$	(1.7)	$	4,592.2	$	(1,628.0)	$	(21.0)	$	2,943.3	$	866.1	$	3,809.4
Net loss	—		—		—		—		—		(393.0)		—		(393.0)		(107.2)		(500.2)
Other comprehensive loss	—		—		—		—		—		—		(35.0)		(35.0)		(0.5)		(35.5)
Repurchase of Liberty Latin America common shares	—		—		—		(7.8)		—		—		—		(7.8)		—		(7.8)
Share-based compensation	—		—		—		—		14.0		—		—		14.0		—		14.0
Other	—		—		—		—		—		—		—		—		—		—
Balance at June 30, 2020	$	0.5	$	—	$	1.3	$	(9.5)	$	4,606.2	$	(2,021.0)	$	(56.0)	$	2,521.5	$	758.4	$	3,279.9
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)	—		—		—		—		—		(0.2)		—		(0.2)		0.2		—
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	—		—		—		—		—		(573.7)		—		(573.7)		(111.1)		(684.8)
Other comprehensive loss	—		—		—		—		—		—		(41.2)		(41.2)		(0.7)		(41.9)
Repurchase of Liberty Latin America common shares	—		—		—		(9.5)		—		—		—		(9.5)		—		(9.5)
Share-based compensation	—		—		—		—		35.4		—		—		35.4		—		35.4
Other	—		—		—		—		0.9		—		—		0.9		(0.1)		0.8
Balance at June 30, 2020	$	0.5	$	—	$	1.3	$	(9.5)	$	4,606.2	$	(2,021.0)	$	(56.0)	$	2,521.5	$	758.4	$	3,279.9

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

5

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – (Continued)

(unaudited)

	Liberty Latin America shareholders																Non-controlling interests		Total equity
	Common shares						Treasury Stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss, net of taxes		Total Liberty Latin America shareholders
	Class A		Class B		Class C
	in millions
Balance at April 1, 2021	$	0.5	$	—	$	1.8	$	(9.5)	$	5,009.8	$	(2,046.7)	$	(150.0)	$	2,805.9	$	730.4	$	3,536.3
Net earnings	—		—		—		—		—		4.4		—		4.4		(3.4)		1.0
Other comprehensive loss	—		—		—		—		—		—		(12.3)		(12.3)		(0.4)		(12.7)
Repurchase of Liberty Latin America common shares	—		—		—		(10.0)		—		—		—		(10.0)		—		(10.0)
Distributions to noncontrolling interest owners	—		—		—		—		—		—		—		—		(1.3)		(1.3)
Share-based compensation	—		—		—		—		22.7		—		—		22.7		—		22.7
Balance at June 30, 2021	$	0.5	$	—	$	1.8	$	(19.5)	$	5,032.5	$	(2,042.3)	$	(162.3)	$	2,810.7	$	725.3	$	3,536.0
Balance at January 1, 2021	$	0.5	$	—	$	1.8	$	(9.5)	$	4,982.0	$	(2,134.5)	$	(125.6)	$	2,714.7	$	729.0	$	3,443.7
Net earnings	—		—		—		—		—		92.2		—		92.2		(1.8)		90.4
Other comprehensive loss	—		—		—		—		—		—		(36.7)		(