LILA Liberty Latin America Ltd. - 10-K
0001712184-26-000023Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.05pp more bearish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase- impairment+3
- penalties+1
- losses+1
- instability+1
- delays+1
- advancement+1
Risk Factors (Item 1A)
18,081 words
Item 1A. RISK FACTORS
In addition to the other information contained in this Annual Report on Form 10-K, you should consider the following risk factors in evaluating our results of operations, financial condition, business and operations or an investment in the shares of our company.
The risk factors described in this section have been separated into seven groups:
• risks that relate to the competition we face and the technology used in our businesses;
• risks that relate to our operating in overseas markets and being subject to foreign and domestic regulation;
• risks that relate to certain financial matters;
• risks related to cybersecurity;
• risks related to climate change;
• risks relating to our corporate history and structure; and
• risks relating to our common shares and the securities market.
Although we describe below and elsewhere in this Annual Report on Form 10-K the risks we consider to be the most material, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our results of operations, financial condition, businesses or operations in the future. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
If any of the events described below, individually or in combination, were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected.
Risks that Relate to the Competition we Face and the Technology Used in Our Businesses
We operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with other service providers.
The markets for cable television, broadband internet, telephony and mobile services are highly competitive. In the provision of video services, we face competition from FTA and DTT broadcasters, DTH satellite providers, networks using DSL , VDSL or vectoring technology, Multi-channel Multipoint Distribution System operators, FTTH networks, OTT content providers, and, in some countries where parts of our systems are overbuilt, with cable and FTTH networks, among others. Our operating businesses are facing increasing competition from video services provided by, or over the networks of, other telecommunications operators and service providers. Some of these providers offer services without charging a fee, which could erode relationships with customers and may lead to a downward pressure on prices and returns for telecommunication services providers.
In the provision of telephony and broadband internet services, we are experiencing increasing competition from other telecommunications operators and other service providers in each country in which we operate, as well as other mobile providers of voice and data. Many of the other operators offer double-play, triple-play and quadruple-play bundles of services. In many countries, we also compete with other facilities-based operators and wireless providers. In particular, we are seeing increased activity from satellite service providers offering direct-to-consumer and direct-to-business broadband internet as well as direct-to-cell services. In addition, as the availability and speed of broadband internet increases, we also face competition
from OTT providers, including telephony providers such as WhatsApp, utilizing our or our competitors’ high-speed internet connections.
In almost all cases, our licenses are not exclusive. As a result, many of our competitors have similar licenses and have and may continue to build systems and provide services in areas in which we hold licenses. In the case of cable- and broadband-enabled services, the existence of more than one cable or FTTH system operating in the same territory is referred to as an “overbuild.” Overbuilds increase competition or create competition where none existed previously, either of which could adversely affect our growth, financial condition and results of operations.
In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTH networks, DTT systems or other communications systems. We intend to pursue available options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms. There can be no assurance, however, that we will be successful in these pursuits. As a result, we may face competition from entities not requiring a normal commercial return on their investments. In addition, we may face more vigorous competition than would have been the case if there were no such government involvement. Increased competition could result in increased customer churn, reductions of customer acquisition rates for some products and services and significant price and promotional competition. In combination with difficult economic environments, these competitive pressures could adversely impact our business, results of operations and cash flows .
Changes in technology may limit the competitiveness of and demand for our services.
Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies, such as the use of artificial intelligence and machine learning. New technologies, products and services may impact consumer behavior and therefore demand for our products and services. Failure to develop enhancements to our products or services or incorporate technologies, like artificial intelligence or machine learning, may impact our ability to meet customer expectations and harm our business. Our ability to anticipate changes in technology and consumer tastes and to develop and introduce new and enhanced products and services on a timely basis will affect our ability to maintain, continue to grow, or increase our revenue and number of customers and remain competitive. New products and services, once marketed, may not meet consumer expectations or demand, can be subject to delays in development and may fail to operate as intended. A lack of market acceptance of new products and services that we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our results of operations and cash flows.
Our significant property and equipment additions may not generate a positive return.
Significant additions to our property and equipment are, or in the future may be, required to add customers to our networks and to upgrade or expand our mobile and broadband communications networks and upgrade customer premises equipment to enhance our service offerings and improve the customer experience. Additions to our property and equipment, including in connection with Network Extensions , require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks as well as for related customer premises equipment. Additionally, significant competition, the introduction of new technologies, the expansion of existing technologies, such as FTTH and advanced DSL technologies, the impact of natural disasters like hurricanes, or adverse regulatory developments could cause us to decide to undertake previously unplanned builds or upgrades of our networks and customer premises equipment.
No assurance can be given that any rebuilds, upgrades or extensions of our network will increase penetration rates, increase average monthly subscription revenue per average cable RGU or mobile subscriber, as applicable, or otherwise generate positive returns as anticipated, or that we will have adequate capital available to finance such rebuilds, upgrades or extensions. Additionally, costs related to our Network Extensions and property and equipment additions could end up being greater than originally anticipated or planned. If this is the case, we may require additional financing sooner than anticipated or we may have to delay or abandon some or all of our development and expansion plans or otherwise forego market opportunities. Additional financing may not be available on favorable terms, if at all, and our ability to incur additional debt will be limited by our debt agreements. If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding, extending or upgrading our networks or making other planned or unplanned additions to our property and equipment, or are delayed in making such investments, our growth could be limited and our competitive position could be harmed.
We depend almost exclusively on our relationships with third-party programming providers, broadcasters and rights owners for programming content, and a failure to acquire desirable programming on acceptable terms could adversely affect subscriptions of our video services.
The success of our video subscription offerings depends, in large part, on our ability to offer a selection of popular and desirable programming. We generally do not produce our own content and we therefore depend on our agreements and cooperation with public and private broadcasters, rights holders and collective rights associations to obtain such content. If we fail to obtain desirable and popular programming for our pay television offerings, including linear channels as well as non-linear content (such as a selection of attractive VoD content and rights for ancillary services such as network DVR services), on satisfactory terms, we may not be able to offer a compelling product to our video customers at a price they are willing to pay. Additionally, we periodically negotiate and renegotiate content agreements and our annual costs for programming can vary as a result of these negotiations. There can be no assurance that we will be able to renew the terms of our agreements on desirable terms or at all.
If we are unable to obtain or retain attractively priced content, demand for our video subscription services could decrease, thereby limiting our ability to attract new bundle customers to subscribe to video services and/or maintain existing video customers. Furthermore, we may be placed at a competitive disadvantage as certain OTT providers increasingly produce their own exclusive content if certain of our providers also offering content directly to consumers restrict our access to valued content or if certain of our pay-TV competitors acquire exclusive programming rights, particularly with respect to sports.
We depend on third-party suppliers and licensors to supply and maintain necessary equipment, software and certain services required for our businesses.
We rely on third-party vendors for the equipment (including customer premises equipment, network infrastructure and mobile handsets), software and services that we require in order to provide services to our customers. Our suppliers often conduct business worldwide and their ability to meet our needs is subject to various risks, including political and economic instability, international regulations or sanctions, supply chain delays or instability, natural calamities, interruptions in transportation systems, power supplies, terrorism and labor issues. In addition, we rely on third parties (in particular, local municipalities, power companies and other telecommunications companies) for access to rights of way, poles and conduits to attach our network equipment, and their ability to provide such access is subject to similar risks. As a result, we may not be able to obtain the equipment, software, access and services required for our businesses on a timely basis or on satisfactory terms, and this may lead us to issue credit to customers or impair our ability to deploy network infrastructure, which could adversely impact our revenue, cash flows and government funding. Any shortfall in our equipment or rights of way to deploy it could lead to delays in completing extensions to our networks and in connecting customers to our services and, accordingly, could adversely impact our ability to maintain or increase our RGU s, revenue and cash flows. Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers. To the extent that we have minimum order commitments, we would be adversely affected in the event that we were unable to resell committed products or otherwise decline to accept committed products. Although we actively monitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows. We rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services. Legal challenges could be made against our use of our owned or licensed intellectual property rights (such as trademarks, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question. We rely on power companies to provide power necessary to operate equipment necessary to conduct our operations and to operate our customer premises equipment. As a result of any long-term interruption in power supplies, we may not be able to deliver our services on a timely or satisfactory basis or we may issue credits to customers, which could accordingly adversely impact our ability to maintain or increase our RGUs, revenue and cash flows.
In addition, the operation, administration, maintenance and repair of our network, including our subsea cable network, requires the coordination and integration of sophisticated and highly specialized hardware and software technologies and equipment located throughout the Caribbean and Latin America and requires operating and capital expenses. Events outside of our control, such as natural disasters, technological failures, cybersecurity incidents, vandalism, war, terrorism, inadvertent cuts or extraordinary social or political events, could impact the continued operation of our network. We cannot assure you that our systems will continue to function as expected in a cost-effective manner.
Additionally, product shipments from third-party suppliers may be delayed or more costly due to supply chain challenges and new tariffs that our suppliers may face. If such a disruption were to extend over a prolonged period, it could have an impact on the continuity of our supply chain and our ability to build or upgrade our networks and customer premises
equipment generally. 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 supplier. 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 would be negatively impacted.
We may be unable to obtain or maintain the roaming services we need from other carriers to remain competitive.
Some of our competitors have national networks that enable them to offer nationwide and/or international coverage to their subscribers at a lower cost than we do. The networks we operate do not, by themselves, provide national or international coverage and we must pay fees to other carriers who provide roaming services to us. For example, Liberty Puerto Rico currently relies on roaming agreements with several carriers for the majority of its roaming services.
The FCC requires commercial mobile radio service providers to provide roaming, upon request, for voice and SMS text messaging services on just, reasonable and non-discriminatory terms. The FCC also requires carriers to offer data roaming services. The rules do not provide or mandate any specific mechanism for determining the reasonableness of roaming rates for voice, SMS text messaging or data services and require that roaming complaints be resolved on a case-by-case basis, based on a non-exclusive list of factors that can be taken into account in determining the reasonableness of particular conduct or rates. If we were to lose the benefit of one or more key roaming or wholesale agreements unexpectedly, we may be unable to obtain similar replacement agreements and as a result may be unable to continue providing the same level of voice and data roaming services for our customers that they’ve grown accustomed to or may be unable to provide such services on a cost-effective basis. An inability to obtain new or replacement roaming services on a cost-effective basis may limit our ability to compete effectively for wireless customers, which may increase turnover and decrease revenue, which in turn could materially adversely affect our business, financial condition and results of operations.
We rely on information technology to operate our business and maintain our competitiveness, and any failure to invest in and adapt to technological developments and industry trends could harm our business.
We depend on the use of sophisticated information technologies and systems, including technology and systems used for website and mobile applications, network management systems, customer billing, financial reporting, human resources and various other processes and transactions. As our operations grow in size, scope and complexity, we must continuously improve and upgrade our systems and infrastructure to offer an increasing number of customers enhanced products, services, features and functionality, while maintaining or improving the reliability and integrity of our systems and infrastructure.
Our future success also depends on our ability to adapt our services and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of our services in response to competitive service and product offerings. The emergence of alternative platforms such as smartphone and tablet computing devices and the emergence of niche competitors who may be able to optimize products, services or strategies for such platforms have, and will continue to, require new and costly investments in technology. We may not be successful, or may be less successful than our current or new competitors, in developing technology that operates effectively across multiple devices and platforms and that is appealing to consumers, either of which would negatively impact our business and financial performance. New developments in other areas, such as artificial intelligence, machine learning, cloud computing and software as a service provider, could also make it easier for competition to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as customers would like or in a cost-effective manner.
If we are unable to retain key employees, our ability to manage our business could be adversely affected.
Our operational results depend upon the retention and continued performance of our management team. Our ability to retain and hire new key employees for management positions could be impacted adversely by the competitive environment for management talent in the broadband communications industry. The loss of the services of key members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.
We may not have sufficient protection to cover damage or costs incurred due to natural catastrophes, which could expose us to significant liabilities.
We have entered into Weather Derivatives tied to a parametric wind index to protect us against various liability, property and business interruption damage risks if a natural catastrophe occurs in a market where we operate. We believe these instruments are an effective way to protect our assets against these risks. However, if we sustain certain damage from wind-
related events that does not trigger coverage under our Weather Derivatives , we may receive no proceeds or proceeds that do not fully cover such damage. If we do not receive sufficient proceeds from our Weather Derivatives , we may be required to make material investments to repair such damage or incur other costs as a result of such damage, which could result in decreased capital investment, decreased liquidity or increased use of credit facilities or other existing or new debt or funding arrangements.
We are involved in disputes and legal proceedings that, if determined unfavorably to us, could have a material adverse effect on our business, financial condition and results of operations.
We are continually involved in disputes and legal proceedings arising out of the regular course of our business, including disputes and legal proceedings initiated by regulatory, competition and tax authorities as well as proceedings with competitors and other parties, including legal proceedings that programmers may institute against us and proceedings that may arise from acquisitions and other transactions we may consummate. For example, certain copyright agencies have asserted, and may in the future assert, claims against us and our subsidiaries regarding the transmission of any of the musical works within such agencies’ repertoire. Such claims seek injunctive relief as well as monetary damages. We cannot assure you that we will obtain a final favorable decision with regard to any particular proceeding. Any such disputes or legal proceedings could be expensive and time consuming, could divert the attention of our management and, if resolved adversely to us, could harm our reputation and increase our costs, all of which could result in a material adverse effect on our business, financial condition and results of operations.
Risks that Relate to Our Operating in Overseas Markets and Being Subject to Foreign and Domestic Regulation
A substantial portion of our businesses is conducted outside of the U.S., which gives rise to numerous operational risks.
A substantial portion of our business operates in countries outside the U.S., and we have substantial physical assets and derive a substantial portion of our revenues from operations in Latin America and the Caribbean. Therefore, we are subject to the following inherent risks:
• fluctuations in foreign currency exchange rates;
• difficulties in staffing and managing operations consistently through our several operating areas;
• export and import restrictions, custom duties, tariffs and other trade barriers;
• burdensome tax, customs, duties or regulatory assessments based on new or differing interpretations of law or regulations, including increases in taxes and governmental fees;
• economic and political instability, social unrest, and public health crises, such as the occurrence of a contagious disease like COVID-19;
• changes in foreign and domestic laws and policies that govern operations of foreign-based companies;
• interruptions to essential energy inputs;
• direct and indirect price controls;
• cancellation of contract rights and licenses;
• delays or denial of governmental approvals;
• a lack of reliable security technologies;
• privacy concerns; and
• uncertainty regarding intellectual property rights and other legal issues.
Operational risks that we may experience in certain countries include uncertain and rapidly changing political, regulatory and economic conditions, including the possibility of disruptions of services or loss of property or equipment that are critical to overseas businesses as a result of vandalism, expropriation, nationalization, war, insurrection, terrorism, threats of military or economic coercion by other governments against the countries in which we operate, or general social or political unrest.
In certain countries and territories in which we operate, political, security and economic changes may result in political and regulatory uncertainty and civil unrest. Governments may expropriate or nationalize assets or increase their participation in the economy generally and in telecommunications operations in particular. C ivil unrest in one or more of our markets may adversely affect our operations in the affected market or possibly in other markets depending on the scope of other operations supported by the affected market.
In addition, certain countries and territories in which we operate, or in which we may operate in the future, face significant challenges relating to the lack, or poor condition, of physical infrastructure, including transportation, electricity generation and transmission. Such countries and territories may also be subject to a higher risk of inflationary pressures, which could increase our operating costs and decrease consumer demand and spending power. Each of these factors could, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations and prospects.
Moreover, in many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the FCPA and similar laws. Although our subsidiaries and business affiliates have undertaken, and will continue to undertake, compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource certain of their business operations, may take actions in violation of their policies and procedures. Any such violation could result in penalties imposed on, and adversely affect the reputation of, these subsidiaries and business affiliates. Any failure by these subsidiaries and business affiliates to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.
Public health crises, such as the coronavirus outbreak, in countries where we operate or where our contractors’ or vendors’ facilities are located could also have an effect on our financial condition or operations through impacts on our customers’ ability to use our services, on the availability of our workforce or through adverse impacts to our supply chain.
We are exposed to foreign currency exchange rate risk.
We are exposed to foreign currency exchange rate risk with respect to our debt in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to service, repay or refinance such debt. Although we generally seek to match the denomination of our borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). Our policy is generally to provide for an economic hedge against foreign currency exchange rate movements, whenever possible and when cost effective to do so, by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency.
In addition to the exposure that results from unmatched debt, we are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our operating subsidiaries’ respective functional currencies (non-functional currency risk), such as equipment purchases and programming contracts. Changes in exchange rates with respect to amounts recorded in our consolidated balance sheet related to these items will result in (i) unrealized foreign currency transaction gains and losses based upon period-end exchange rates or (ii) realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency exchange rates. Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with third parties that involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably predict the timing and amount of such payments or receipts and the payments or receipts are not otherwise hedged. In this regard, we have entered into foreign currency forward contracts to hedge certain of these risks. Certain non-functional currency risks related to our programming and other direct costs of services, other operating costs and expenses and property and equipment additions were not hedged as of December 31, 2025.
We also are exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of FX. In addition, our reported operating results are impacted by changes in the exchange rates for
other local currencies in Latin America and the Caribbean. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our operating subsidiaries and affiliates into U.S. dollars.
Failure to comply with economic and trade sanctions, and similar laws could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.
We operate in the Caribbean and Latin America, and similar to other international companies, we are subject to economic and trade sanctions programs, including certain of which that are administered by OFAC , which prohibit or restrict transactions or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially designated. These regulations are extensive and complex, and they differ from one sanctions regime to another. Failure to comply with these regulations could subject us to legal and reputational consequences, including civil and criminal penalties.
For example, certain of our companies provide (and may in the future provide), directly or indirectly, certain services to governmental entities in Cuba ( e.g. , C&W sells IP and international transport telecommunication services to ETECSA , the Cuba state-owned telecommunications provider and to other international telecommunications providers that in turn sell telecom services to ETECSA ). All these services are provided outside of Cuba and the provision of non-facilities based telecom services to Cuba are permissible under the Cuba Assets Control Regulations and a general license from OFAC .
We also have interconnection and services contracts with telecommunications carriers located in Venezuela. With respect to Venezuela, we have advised OFAC that we believe that our activities there are not covered by the OFAC regulations or are otherwise allowed under a general license and exemptions or, in the alternative, should be licensed by OFAC. In September 2022, OFAC issued a specific license to allow us to engage in all transactions necessary for U.S. financial institutions to process the collection of outstanding debts and the receipt of current and future payments relating to telecommunications services provided to Compañía Anónima Nacional Teléfonos de Venezuela. OFAC extended this license in 2023 and 2024 and it expired on August 31, 2025. We filed our application with OFAC to renew this license and are awaiting a response from OFAC.
We believe that our activities with respect to these countries are known to OFAC. We note, however, that OFAC regulations and related interpretive guidance are complex and subject to varying interpretations. Due to this complexity, OFAC’s interpretation of its own regulations and guidance vary on a case to case basis. As a result, we cannot provide any guarantees that OFAC will not challenge any of our activities in the future, which could have a material adverse effect on our results of operations.
Any violations of applicable economic and trade sanctions could limit certain of our business activities until they are satisfactorily remediated and could result in civil and criminal penalties, including fines, that could damage our reputation and have a materially adverse effect on our results of operation or financial condition.
Our businesses are subject to risks of adverse regulation.
Our businesses are subject to the unique regulatory regimes of the countries in which they operate. Video distribution, broadband internet, telephony and mobile businesses are subject to licensing or registration eligibility rules and regulations, which vary by country. Our ability to provide telecommunications services depends on applicable law, telecommunications regulations and the terms of the licenses and concessions we are granted under such laws and regulations. In particular, we are reliant on access with mutually beneficial terms to spectrum for both existing and next generation telecommunication services, entrance into interconnection agreements with other telecommunications companies and are subject to a range of decisions by regulators, including in respect of pricing, for example, for termination rates. The provision of electronic communications networks and services requires our licensing from, or registration with, the appropriate regulatory authorities. It is possible that countries in which we operate may adopt laws and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and developed by these businesses. In a number of countries, our ability to increase the prices we charge for our cable television service or make changes to the programming packages we offer is limited by regulation or conditions imposed by competition authorities, or is subject to review by regulatory authorities or termination rights of customers. In addition, regulatory authorities may grant new licenses to third parties and, in any event, in most of our markets new entry is possible without a license, although there may be registration eligibility rules and regulations, resulting in greater competition in territories where our businesses may already be active. More significantly, regulatory authorities may require us to grant third parties access to our bandwidth, frequency capacity, infrastructure, facilities or services to distribute their own services or resell our services to end customers. For example, certain regulators are seeking to mandate third-party access to portions of C&W’s network infrastructure, such as in Jamaica where, under The Telecommunications (Infrastructure Sharing) Rules 2022, dominant licensees are required to share infrastructure (including dark fiber, ducts, subsea cable landing stations and mobile network towers) with third parties, including competitors. Consequently, our businesses must adapt their
ownership and organizational structure as well as their pricing and service offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules and regulations could result in penalties, restrictions on our business or loss of required licenses or other adverse conditions. We may continue to operate in jurisdictions where governments fail to grant or renew licenses for our operations, which could result in penalties, fines or restrictions that could have a material adverse impact on our business and financial condition.
Adverse changes in rules and regulations could:
• impair our ability to use our bandwidth in ways that would generate maximum revenue and cash flow;
• create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers;
• impact our ability to access spectrum for our mobile services;
• obtain access to rights of way, pole attachments and conduits;
• impact the amount of government funding under certain support programs, such as the FCC ’s UPR Fund, Connect USVI Fund and th e NTIA ’s MMG Program ;
• strengthen our competitors by granting them access and lowering their costs to enter into our markets; and
• otherwise have a significant adverse impact on our results of operations.
Businesses, including ours, that offer multiple services, such as video distribution as well as internet, telephony, and/or mobile services, often face close regulatory scrutiny from competition authorities in countries in which they operate. This is particularly the case with respect to any proposed business combinations, which will often require clearance from national competition authorities. The regulatory authorities in several countries in which we do business have considered from time to time what access rights, if any, should be afforded to third parties for use of existing cable television networks and have imposed access obligations in certain countries. This has resulted, for example, in video must carry obligations in many markets in which we operate. For more information, see Item 1. Business—Description of Business—Regulatory Matters.
Regulations may be especially strict in the markets of those countries in which we are considered to hold a significant market position. We have been, in the past, and may be in the future, subject to allegations and complaints by our competitors and other third parties regarding our competitive behavior as a significant market operator.
When we acquire additional communications companies, these acquisitions may require the approval of governmental authorities, which can block, impose conditions on, or delay an acquisition, thus hampering our opportunities for growth. If conditions are imposed and we fail to meet them in a timely manner, the governmental authority may impose fines and, if in connection with an acquisition transaction, may require restorative measures, such as mandatory disposition of assets or divestiture of operations. The acquisition of C&W in May 2016 triggered regulatory approval requirements in certain jurisdictions in which C&W operates. The regulatory authorities in all of these jurisdictions, except for Trinidad and Tobago, have completed their review of the May 16, 2016 acquisition of C&W and have granted their approval. While we expect to receive this outstanding approval, such approval may include binding conditions or requirements that could have an adverse impact on C&W ’s operations and financial condition.
Furthermore, the governments in the countries and territories in which we operate differ widely with respect to political structure, constitution, economic philosophy, stability and level of regulation. Many of our operations depend on governmental approval and regulatory decisions, and we provide services to governmental organizations in certain markets (and in certain cases, like Venezuela, governmental organizations are our biggest customers). Moreover, in several of C&W ’s key markets, including Panama and The Bahamas, governments are C&W ’s partners and co-owners. The Government of The Bahamas is a part-owner in C&W Bahamas and the Government of Panama is a part-owner in CWP, and each of the governments have the right to appoint members to the board of directors of the respective entity. In both The Bahamas and Panama, we hold licenses or have received concessions from the government or independent regulatory bodies to operate our business, including our mobile and fixed networks. Consequently, we may not be able to fully utilize C&W ’s contractual or legal rights or all options that may otherwise be available, where to do so might conflict with broader regulatory or governmental considerations. In addition, we are, and in the future may be, a party to certain disputes with regulators and governments from time to time that could have a material adverse effect on our business and results of operations.
Changes to existing legislation and new legislation may significantly alter the regulatory regime applicable to us, which could adversely affect our competitive position and profitability, and we may become subject to more extensive regulation if we are deemed to possess significant market power in any of the markets in which we operate.
Significant changes to the existing regulatory regime applicable to the provision of cable television, telephony and internet services have been and are still being introduced. In addition, we are subject to review by competition or national regulatory authorities in certain countries concerning whether we exhibit significant market power. A finding of significant market power could result in us becoming subject to access and pricing obligations and other requirements that could provide a more favorable operating environment for existing and potential competitors. Government regulation or administrative policies may change unexpectedly and negatively affect our interests. For example, there has been a general trend for governments to seek greater access to telecommunications records and to communications for law enforcement purposes and a trend in certain countries experiencing civil unrest to restrict access to telecommunications on national security grounds. Adverse regulatory developments could subject our businesses to a number of risks. For more information, see Item 1. Business—Description of Business—Regulatory Matters.
For various reasons, governments may seek to increase the regulation of the use of the internet, particularly with respect to user privacy and data protection, access rights content, pricing, copyrights, consumer protection, distributions and characteristics and quality of products and services. Application of existing laws, including those addressing property ownership and personal privacy in the context of rapidly evolving technological developments remains uncertain and in flux. New interpretations of such laws could have an adverse effect on our business. Governments may also seek to regulate the content of communications in all of our revenue streams, which could reduce the attractiveness of our services. Governments may also change their attitude towards foreign investment or extract extra concessions from businesses. Or governments may elect to intervene directly in our markets by constructing their own infrastructure. In Jamaica for example, the government recently announced an intention to explore the possibility of constructing its own national broadband backbone, connecting schools, hospitals, government ministries and fire and police stations. Accordingly, our operations may be constrained by the relevant political environment and may be adversely affected by such constraints, as well as by changes to the political structure or government in any of the markets in which we operate.
Future changes to regulation or changes in political administrations or a significant deterioration in our relationship with relevant regulators in the jurisdictions in which we operate, as well as failure to acquire and retain the necessary consents and approvals or in any other way comply with regulatory requirements, or excessive costs of complying with new or more onerous regulations and restrictions could have a material adverse effect on our business, reputation, financial condition, results of operations and prospects.
Failure to comply with the FCC ’s requirements for the UPR Fund or other funding programs in which Liberty Puerto Rico may participate may have an adverse impact on Liberty Puerto Rico ’s business and our financial position, and payments by such programs are decreasing and uncertain.
In May 2018, the FCC established the UPR Fund and the Connect USVI Fund to provide subsidies for the deployment and hardening of fixed wireline and mobile wireless communications networks in Puerto Rico and the U.S. Virgin Islands. Liberty Puerto Rico receives funds from the FCC through these programs. To continue receiving funds under these programs, Liberty Puerto Rico, Liberty Mobile U.S. Virgin Islands and Broadband VI, LLC must comply with certain requirements established by the FCC as described in Item 1. Business—Description of Business—Regulatory Matters. Compliance with FCC requirements may depend upon factors such as issuance of permits by local regulatory authorities. In April 2023, the FCC adopted an additional two-year transitional period for mobile support recipients during which transitional mobile support recipients will receive 50% of their current monthly support for both 4G LTE and 5G-NR during the first year of transitional mobile support, and then 25% of their currently monthly support in their second year of transitional support. Thus, Liberty Puerto Rico’s annual Stage 2 mobile support was reduced from approximately $34 million to approximately $17 million in the first year of transitional support and will be reduced to approximately $9 million in the second year. The current level of transitional mobile support is expected to remain in place until the FCC implements the potential 5G fund. Reduced funding from these programs may have an adverse impact on Liberty Puerto Rico’s business and our RGUs, revenue and cash flow. In the specific case of the UPR Fund and the Connect USVI funding for fixed providers, such as LCPR and Broadband VI, LLC, failure to comply with program buildout milestones can result in the FCC reducing or delaying funding, clawing back allocated funds and/or imposing fines and penalties for non-compliance. In December 2025, the Wireline Competition Bureau of the FCC released the Broadband Fabric, which identified the final list of all locations to which LCPR and Broadband VI, LLC must deploy broadband services by December 31, 2028. The Wireline Competition Bureau will adjust the UPR Fund and Connect USVI funding on a pro rata basis to reflect any changes in the number of locations, which could result in a reduction of funding going forward.
We may not be successful in acquiring future spectrum or other licenses that we need to offer new mobile data or other services.
We offer mobile data services through licensed spectrum in a number of markets. While these licenses, and other licenses that we possess, enable us to offer mobile data services today, as technology develops and customer needs change, it may be necessary to acquire new spectrum or other licenses in the future to provide us with additional capacity and/or offer new technologies or services. While we actively engage with regulators and governments to ensure that our spectrum needs are met, there can be no guarantee that future spectrum licenses will be made available in certain or all territories or that they will be made available on commercially viable terms. We will likely require additional spectrum licenses for LTE and 5G networks, and there may be competition for their acquisition. In addition, we may need other types of licenses for the new products and services that we contemplate or will consider offering. Failure to acquire necessary new spectrum licenses or other required licenses for new services or products, or to do so on commercially viable terms, could have a material adverse effect on our business, financial condition and results of operations.
We cannot be certain that we will be successful in acquiring new businesses or integrating acquired businesses with our existing operations, or that we will achieve the expected returns on our acquisitions.
Part of our business strategy is to grow and expand our businesses, which may, in part, be through selective acquisitions that enable us to take advantage of existing networks, local service offerings and region-specific management expertise. Our ability to acquire new businesses may be limited by many factors, including availability of financing, debt covenants, the prevalence of complex ownership structures among potential targets, government regulation, our ability to obtain regulatory approval or satisfy other conditions to completing a transaction, and competition from other potential acquirers, including private equity funds. Even if we are successful in acquiring new businesses, the integration of these businesses, such as in the AT&T Acquisition, may present significant costs and challenges associated with: realizing economies of scale in interconnection, programming and network operations; eliminating duplicative overheads; migrating our acquired businesses’ customers to our systems; integrating personnel, networks, financial systems and operational systems and building new mobile cores and IT stacks; greater than anticipated expenditures required for compliance with regulatory standards or for investments to improve operating results; and failure to achieve the business plan with respect to any such acquisition. We cannot be assured that we will be successful in acquiring new businesses or realizing the anticipated benefits of any completed acquisition.
In addition, we anticipate that any companies we may acquire will be located in the Caribbean or Latin America. Such companies may not have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those required by U.S. securities laws and the FCPA . While we intend to conduct appropriate due diligence and to implement appropriate controls and procedures as we integrate acquired companies, we may not be able to certify as to the effectiveness of these companies’ disclosure controls and procedures or internal controls over financial reporting until we have fully integrated them.
We may not be successful in renewing the necessary regulatory or spectrum licenses, concessions or other operating agreements needed to operate our businesses upon expiration, and such licenses may be subject to termination, revocation or material alteration in the event of a breach or to promote the public interest or as a result of triggering a change of control clause.
While we actively engage with the applicable governments and other regulatory bodies in advance of the expiry of our licenses, concessions and operating agreements, there can be no guarantee that when such licenses, concessions and operating agreements expire, we will be able to renew them on similar or commercially viable terms, or at all. For instance, in Antigua and Barbuda, the outdated mobile license is due to be renewed with an updated license. In addition, in some of the ECTEL states, we are operating under expired licenses and have applied for renewal of such licenses. We have also begun the process to renew the mobile spectrum concession in Costa Rica that is scheduled to expire in 2026. In certain jurisdictions where spectrum licenses must be renewed, there is no guarantee that we will be able to renew those licenses on similar or commercially viable terms, or at all.
Some of these licenses may also include clauses that allow the grantor to terminate or revoke or alter them in the event of a default or other failure by us to comply with applicable conditions of the license or to promote the public interest. Further, a number of our operating licenses include change of control clauses, which may be triggered by the sale of a business to which those clauses relate, or certain types of corporate restructurings. Some of these change of control clauses may restrict our strategic options, including the ability to complete any potential disposal of individual businesses, a combination of businesses or the entire company unless a consent or waiver is obtained, and, if triggered, may lead to some licenses being terminated. Failure to hold or to continue to hold or obtain the necessary licenses, concessions and other operating agreements required to
operate our businesses could have a material adverse effect on our business, financial condition, results of operations and prospects.
We do not have complete control over the prices that we charge.
Our businesses are in some countries subject to regulation or review by various regulatory, competition or other government authorities responsible for the regulation or the review of the charges to our customers for our services. Such authorities, in certain cases, could potentially require us to repay such fees to the extent they are found to be excessive or discriminatory. We also may not be able to enforce future changes to our subscription prices. Additionally, in certain markets, our ability to bundle or discount our services may be constrained if we are held to be dominant with respect to any product we offer. This may have an adverse impact on our revenue, profitability of new products and services and our ability to respond to changes in the markets in which we operate.
Strikes, work stoppages and other industrial actions could disrupt our operations or make it more costly to operate our businesses.
We are exposed to the risk of strikes, work stoppages and other industrial actions. In the future we may experience lengthy consultations with labor unions or strikes, work stoppages or other industrial actions. Strikes and other industrial actions, as well as the negotiation of new collective bargaining agreements or salary increases in the future, could disrupt our operations and make it more costly to operate our facilities. In addition, strikes called by employees of any of our key providers of materials or services could result in interruptions of the performance of our services. The occurrence of any of the above risks could have a material adverse effect on our business, financial condition and results of operations.
We may have exposure to additional tax liabilities.
We are subject to income taxes as well as non-income based taxes in the Caribbean, parts of Latin America, parts of Europe and the U.S. In addition, most tax jurisdictions that we operate in have complex and subjective rules regarding the valuation of intercompany services, cross-border payments between affiliated companies and the related effects on income tax and transfer tax. Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. In addition, our business has undertaken acquisitions, restructurings and other transactions in prior years where the ultimate tax determination resulting from these transactions remains uncertain. We are regularly under audit by tax authorities in many of the jurisdictions in which we operate. Although we believe that our tax estimates are reasonable, any material differences as a result of final determinations of tax audits or tax disputes could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.
We are subject to changing tax laws, treaties and regulations in and between countries in which we operate or otherwise have a presence. Also, various income tax proposals in the jurisdictions in which we operate could result in changes to the existing laws on which our deferred taxes are calculated. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher income or non-income tax expense. Any such material changes could cause a material change in our effective tax rate.
Further changes in the tax laws of the foreign jurisdictions in which we operate could arise as a result of the base erosion and profit shifting project being undertaken by the OECD . The OECD, which represents a coalition of member countries that includes the United States, has undertaken studies and is publishing action plans that include recommendations aimed at addressing what they believe are issues within tax systems that may lead to tax avoidance by companies. The OECD has extended inclusion to non- OECD countries under their Inclusive Framework on BEPS , bringing together over 140 countries to collaborate on the implementation of the OECD BEPS Package. This framework allows interested countries and jurisdictions to work with the OECD and G20 members on developing standards on BEPS -related issues and reviewing and monitoring the implementation of the whole BEPS Package. Included within this expanded group of countries are several jurisdictions in which we do business. It is possible that additional jurisdictions in which we do business could react to these initiatives or their own concerns by enacting tax legislation that could adversely affect us or our shareholders through increasing our tax liabilities. In particular, the OECD has proposed a provision to impose a minimum tax rate of 15%, among other provisions, and as of 2024 more than 140 countries have tentatively signed on to the framework. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain.
Failure to comply with anti-corruption laws and regulations, such as the FCPA.
Our operations, particularly in countries that have a perceived elevated risk of public corruption, expose us to a certain degree of exposure for violations of, among other anti-corruption laws, the FCPA . Although we forbid our employees and agents from violating the FCPA and other applicable anti-corruption laws and regulations and have implemented a compliance program to prevent and detect violations of the FCPA and other applicable anti-corruption laws and regulations, there remains some degree of risk that improper conduct could occur, thereby exposing our company to potential liability and the costs associated with investigating potential misconduct.
Failure to comply with trade controls.
Trade controls implemented by the United States, Costa Rica and other governments, particularly with respect to certain suppliers designated by these governments as part of the Chinese Military Industrial Complex, expose our operations to supply chain risks for certain telecommunications equipment in certain of our markets. Further, these trade controls expose us to a certain degree of exposure for violations of United States and other laws prohibiting certain transactions with restricted or prohibited companies. While we have implemented a compliance program to prevent and detect violations of these trade controls, there remains some degree of risk that improper conduct could occur, thereby exposing our company to potential liability and the costs associated with investigating potential misconduct.
Our business has been, and could in the future be, adversely affected by a pandemic.
Pandemics and related mitigation measures have adversely affected our business and operating results in the past, particularly when countries in which we operate had imposed travel restrictions as they did with the COVID-19 pandemic, which reduced demand for our products and services. Although some pandemic-related impacts on our business have abated, they may re-emerge or intensify again given the uncertain course of the pandemic and its effects. To the extent a pandemic adversely affects our business, results of operations, financial position and cash flows, it may also have the effect of heightening the other risk factors described in this Annual Report on Form 10-K.
Risks that Relate to Certain Financial Matters
Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects.
Our businesses are highly leveraged. At December 31, 2025, the outstanding principal amount of our debt, together with our finance lease obligations, aggregated $8,359 million, including $409 million that is classified as current in our consolidated balance sheet and $7,950 million that is not due until 2027 or thereafter. In addition, we may incur substantial additional debt in the future, including in connection with any future acquisitions. We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our debt maturities are predominantly 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 and economic 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 service or refinance our debt and to maintain compliance with the leverage covenants in our credit agreements is dependent primarily on our ability to maintain or increase the cash flow of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. Accordingly, if our cash provided by operations declines or we encounter other material liquidity requirements, we may be required to seek additional debt or equity financing in order to meet our debt obligations and other liquidity requirements as they come due. In addition, our current debt levels may limit our ability to incur additional debt financing to fund working capital needs, acquisitions, property and equipment additions, or other general corporate requirements. We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt or at all or that we will be able to maintain compliance with the leverage covenants in our credit agreements, which could have a material adverse effect on our business, liquidity and results of operations.
We may not be able to generate sufficient cash to meet our debt service obligations.
Our ability to meet our debt service obligations or to refinance our debt, depends on our future operating and financial performance, which will be affected by our ability to successfully implement our business strategy as well as general macroeconomic, financial, competitive, regulatory and other factors beyond our control. In addition, we are dependent on customers, and, in particular local, municipal and national governments and agencies, to pay us for the services we provide in
order for us to generate cash to meet our debt service obligations and to maintain our business. Accordingly, we are exposed to the risk that our government customers could default on their obligations to us and we cannot rule out the possibility that unexpected circumstances in a particular country’s economic condition may render such government unable to meet its obligation to us. In addition, we have engaged advisors and begun discussions with creditors’ advisors in relation to managing Liberty Puerto Rico’s liabilities. These discussions may not result in an agreement between the parties, and Liberty Puerto Rico’s position with respect to its debt and our position with respect to our equity in Liberty Puerto Rico remain uncertain. Any such event could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity. If we cannot generate sufficient cash to meet our debt service requirements or to maintain our business, we may, among other things, need to delay planned capital expenditures or investments or sell material assets to meet those obligations.
If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our debt obligations. In that event, if related to borrowings under a borrowing group’s (i.e., C&W , Liberty Costa Rica, and Liberty Puerto Rico) debt agreements or other instruments, other debt agreements or instruments that contain cross-default or cross-acceleration provisions with respect to other indebtedness of that particular borrowing group may become payable on demand and the affected borrowing group may not have sufficient funds to repay all of its debts. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.
Certain of our subsidiaries are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions.
Certain of our subsidiaries are subject to significant financial and operating restrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness. These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries to:
• incur or guarantee additional indebtedness;
• pay dividends or make other upstream distributions;
• make investments;
• transfer, sell or dispose of certain assets, including their stock;
• merge or consolidate with other entities;
• engage in transactions with us or other affiliates; or
• create liens on their assets.
As a result of restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to:
• fund property and equipment additions or acquisitions that could improve our value;
• meet their loan and capital commitments to their business affiliates;
• invest in companies in which they would otherwise invest;
• fund any operating losses or future development of their business affiliates;
• obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or
• conduct other necessary or prudent corporate activities.
In addition, some of the credit agreements to which these subsidiaries are parties include financial covenants that require them to maintain certain financial ratios. Their ability to meet these financial covenants may be affected by adverse economic, competitive, or regulatory developments and other events beyond their control, and we cannot assure you that these financial covenants will be met. In the event of a default under our subsidiaries’ credit agreements or indentures, the lenders may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures. We cannot assure you that any of these subsidiaries will have sufficient assets to pay
indebtedness outstanding under their credit agreements and indentures. Any refinancing of this indebtedness is likely to contain similar restrictive covenants.
We are exposed to interest rate risks and other adverse changes in the credit market. Shifts in such rates may adversely affect the debt service obligation of our subsidiaries.
We require a significant amount of capital to operate and grow our business. We fund our capital needs in part through borrowings in the public and private credit markets. Adverse changes in the credit markets, including increases in interest rates, could increase our cost of borrowing and/or make it more difficult for us to obtain financing for our operations or refinance existing indebtedness. In addition, our borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by customary credit metrics. A decrease in these ratings would likely increase our cost of borrowing and/or make it more difficult for us to obtain financing. A severe disruption in the global financial markets could impact some of the financial institutions with which we do business, and such instability could also affect our access to financing.
In particular, we are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to Adjusted Term SOFR or other base rates. Although we enter into various derivative transactions to manage exposure to movements in interest rates, there can be no assurance that we will be able to continue to do so at a reasonable cost or at all. If we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with our leveraged capital structure.
We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations.
While our operations attempt to increase our subscription rates to offset increases in operating costs, there is no assurance that they will be able to do so. In certain countries in which we operate, our ability to increase subscription rates is subject to regulatory controls. Also, our ability to increase subscription rates may be constrained by competitive pressures. Therefore, operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flow and results of operations. We are also impacted by inflationary increases in salaries, wages, benefits and other administrative costs in certain of our markets.
Uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact our business, financial condition and results of operations.
The macroeconomic environment can be highly volatile, and instability in global markets has contributed, and could in the future contribute, to a challenging global economic environment. Future developments are dependent upon a number of political and economic factors, and as a result, we cannot predict when challenging conditions will exist or the extent to which the markets in which we operate may deteriorate. Unfavorable economic conditions may impact a significant number of our customers and/or the prices we are able to charge for our products and services, and, as a result, it may be more difficult for us to attract new customers and more likely that customers will downgrade or disconnect their services. Countries may also seek new or increased revenue sources due to fiscal deficits, including increases in regulatory levels, and any such actions may adversely affect our company. In addition, as countries seek to recover from natural disasters like hurricanes, they may seek new or increased revenue sources from businesses such as ours, including by increasing taxes and levies. Accordingly, our results of operations and cash flows may be adversely affected if the macroeconomic environment becomes uncertain or declines or governments increase taxes or levies as a result of fiscal deficits or natural disasters. We are currently unable to predict the extent of any of these potential adverse effects.
Additional factors that could influence customer demand include access to credit, unemployment rates, affordability concerns, consumer confidence, capital and credit markets volatility, geopolitical issues and general macroeconomic factors. Certain of these factors drive levels of disposable income, which in turn affect many of our revenue streams. Business solutions customers may delay purchasing decisions, delay full implementation of service offerings or reduce their use of services. Our residential customers may similarly elect to use fewer higher margin services, switch from fixed to mobile services resulting in the so-called traffic substitution effect, reduce their consumption of our video services or similarly choose to obtain products and services under lower cost programs offered by our competitors. In addition, adverse economic conditions may lead to a rise in the number of our customers who are not able to pay for our services.
Adverse economic conditions can also have an adverse impact on tourism, which in turn can adversely impact our business. In tourist destinations, levels of gross domestic products and levels of foreign investment linked to tourism are closely tied to levels of tourist arrivals and length of stay. In addition to having a direct impact on our revenue, due, for example, to
reduction of roaming charges incurred by tourists, these factors will in turn drive disposable income, with the corresponding impact on use of our products and services.
Due to the Caribbean’s heavy reliance on tourism, the Caribbean economy has suffered during previous periods of global recession and fluctuations in exchange rates and is likely to be adversely affected if major economies again find themselves in recession or if consumer and/or business confidence in those economies erodes in the face of trends in the global financial markets and economies.
From time to time, the macroeconomic environment has also resulted in systemic disruption of the worldwide equity markets. The duration and severity of the economic impacts stemming from competition, economic, regulatory or other factors, including macro-economic and demographic trends, are unknown and may be prolonged. In particular, any recession, depression, inflationary pressures, or other sustained adverse market event may result in high levels of unemployment and associated loss of personal income, decreased consumer confidence, and lower discretionary spending, which could materially and adversely affect our business, results of operations, financial position and cash flows.
Should current economic conditions deteriorate, there may be volatility in exchange rates, increases in interest rates or inflation, liquidity shortfalls and an adverse effect on our revenue and profits. Recessionary pressures or country-specific issues could, among other things, affect products and services, the level of tourism experienced by some countries and the level of local consumer and business expenditure on telecommunications. In addition, most of our operations are in developing economies, which historically have experienced more volatility in their general economic conditions. The impact of poor economic conditions, globally or at a local or national level in the countries and territories in which we operate, could have a material adverse effect on our business, financial condition, and results of operations.
We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.
Our operations are subject to macroeconomic and political risks that are outside of our control. For example, high levels of sovereign debt in the U.S., Puerto Rico and several other countries in which we operate, combined with weak growth and high unemployment, could potentially lead to fiscal reforms (including austerity measures), tax and levy increases, sovereign debt restructurings, currency instability, increased counterparty credit risk, high levels of volatility and disruptions in the credit and equity markets, as well as other outcomes that might adversely impact our company.
We are exposed to the risk of default by the counterparties to our derivative and other financial instruments, undrawn debt facilities and cash investments.
Although we seek to manage the credit risks associated with our derivative and other financial instruments, cash investments and undrawn debt facilities, we are exposed to the risk that our counterparties could default on their obligations to us. Also, even though we regularly review our credit exposures, defaults may arise from events or circumstances that are difficult to detect or foresee. At December 31, 2025, our exposure to counterparty credit risk included (i) cash and cash equivalents and restricted cash balances of $784 million and (ii) aggregate undrawn debt facilities of $914 million. While we currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, the current economic conditions and uncertainties in global financial markets have increased the credit risk of our counterparties and we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us. Any such instance could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity. In this regard, (i) the financial failure of any of our counterparties could reduce amounts available under committed credit facilities and adversely impact our ability to access cash deposited with any failed financial institution, thereby causing a default under one or more derivative contracts, and (ii) tightening of the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all.
The liquidity and value of our interests in certain of our partially-owned subsidiaries, as well as the ability to make decisions related to their operations, may be adversely affected by shareholder agreements and similar agreements to which we are a party.
We indirectly own equity interests in a variety of international video, broadband internet, telephony, mobile and other communications businesses. Certain of these equity interests, such as our interests in our operating subsidiaries of CWP and C&W Bahamas, are held pursuant to concessions or agreements that provide the terms of the governance of the subsidiaries as well as the ownership of such interests. These agreements contain provisions that affect the liquidity, and therefore the realizable value, of those interests by subjecting the transfer of such equity interests to consent rights or rights of first refusal of the other shareholders or partners or similar restrictions on transfer. In certain cases, a change in control of the subsidiary holding the equity interest will give rise to rights or remedies exercisable by other shareholders or partners. All of these
provisions will restrict the ability to sell those equity interests and may adversely affect the prices at which those interests may be sold. Additionally, these agreements contain provisions granting us and the other shareholders or partners certain liquidity rights as well as certain governance rights, for example, with respect to material matters, including but not limited to acquisitions, mergers, dispositions, shareholder distributions, incurrence of debt, material expenditures and issuances of equity interests, which may prevent the respective subsidiary from making decisions or taking actions that would protect or advance the interests of our company, and could even result in such subsidiary making decisions or taking actions that adversely impact our company. Furthermore, our ability to access the cash of these non-wholly-owned subsidiaries may be restricted in certain circumstances under the respective shareholder, joint venture, partnership or similar agreements.
Goodwill and other identifiable intangible assets represent a significant portion of our total assets, and we may never realize the full value of our intangible assets.
As of December 31, 2025, we had goodwill of $3,008 million, which represented approximately 25% of our total assets. We evaluate goodwill and other indefinite-lived intangible assets (primarily spectrum licenses and cable television franchise rights) for impairment at least annually on July 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable. As further described in note 7 to our consolidated financial statements, during the years ended December 31, 2025 and December 31, 2024, we recorded significant impairment losses with respect to our spectrum license intangible assets and goodwill, respectively. Based on the results of our impairment test over intangible assets not subject to amortization and impairment test over goodwill, if, among other factors, (i) our equity values were to decline significantly, (ii) we experience additional adverse impacts associated with macroeconomic factors, including increases in our estimated weighted average cost of capital, or (iii) the adverse impacts stemming from competition, economic, regulatory or other factors were to cause our results of operations or cash flows to be worse than currently anticipated, we could conclude in future periods that additional impairment charges of certain reporting units are required in order to reduce the carrying values of goodwill and intangible assets not subject to amortization. Any such impairment charges could be significant.
Risks Relating to Cybersecurity
Failure in our technology or telecommunications systems from security attacks or natural disasters could significantly disrupt our operations, which could reduce our customer base and result in lost revenue.
Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems as well as our customer service centers. The hardware supporting a large number of critical systems for our cable network in a particular country or geographic region is housed in a relatively small number of locations. Our systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including a cut in our terrestrial network or subsea cable network, telecommunications failures, power loss, malicious human acts, security flaws as well as natural disasters and extreme weather events as a result of climate change. In particular, our systems and equipment are in regions prone to hurricanes, earthquakes and other natural disasters, and they have been impacted by hurricanes and earthquakes in the recent past.
Our networks and our subsea cables could be subject to damage, cable cuts and surveillance from malicious state-sponsored actors. Moreover, despite security measures, our servers, systems and equipment are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive actions as further discussed below. See “Cyberattacks or other network disruptions could have an adverse effect on our business.”
Our disaster recovery, security and service continuity protection measures include back-up power systems, resilient ring network systems, procuring capacity in competing networks to further strengthen our reliability profile and network monitoring. We also are party to the Atlantic Cable Maintenance and Repair Agreement, which provides us with certain dedicated repair vessels and timely call out services with respect to our subsea cables through to the present. We cannot assure you, however, that these precautions will be sufficient to prevent loss of data or prolonged network downtime or that we will be able to renegotiate arrangements with the Atlantic Cable Maintenance and Repair Agreement on successful terms.
Despite the precautions we have taken, unanticipated problems affecting our systems could cause failures in our information technology systems or disruption in the transmission of signals over our networks or similar problems. Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operations. Further, sustained or repeated system failures that interrupt our ability to provide service to our customers or otherwise meet our business obligations in a timely manner could adversely affect our reputation and result in a loss of customers and revenue.
Cyberattacks or other network disruptions could have an adverse effect on our business.
As described above, our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems. The hardware supporting a large number of critical systems for our cable network in a particular country or geographic region is housed in a relatively small number of locations. In addition, through our operations, sales and marketing activities, we collect and store certain non-public personal information related to our customers, and we also gather and retain information about employees in the normal course of business. We may share information about such persons with vendors, contractors and other third-parties that assist with certain aspects of our business. Our and our vendors’ servers, systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including a cut in our terrestrial network or subsea cable network, security flaws, and malicious human and state-sponsored acts. Moreover, our information technology and network systems may be subject to cyber ransom events that could result in the loss of critical information or operational capabilities that could materially impact our business operations.
Despite security measures, our and our vendors’ servers, systems and equipment are potentially vulnerable to physical or electronic break-ins, computer viruses, worms, phishing attacks and similar disruptive actions. Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third-party vendors, including customer, personnel and vendor data. The techniques used to gain such access to our or our vendors’ technology systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving (including with the advancement of technologies like artifical intelligence), may be difficult to detect quickly, and often are not recognized until launched against a target. It is possible for such cyberattacks to go undetected for an extended period of time, increasing the potential harm to our customers, employees, assets, and reputation.
Cyberattacks against our or our vendors’ technological infrastructure or breaches of network information technology may cause equipment failures, disruption of our or their operation, and potentially unauthorized access to confidential customer or employee data, which could subject us to increased costs and other liabilities as discussed further below.
Although we have not suffered a security breach or cybersecurity incident to date that has materially affected our operations or financial condition, we have been the target of attempted attacks of this nature in the past and expect to be subject to similar attacks in the future. We engage in a variety of preventive measures (in terms of people, processes and technology) at an increased cost to us, in order to reduce the risk of cyberattacks and safeguard our infrastructure and confidential customer information, but as with all companies, these measures may not be sufficient for all eventualities and there is no guarantee that they will be adequate to safeguard against all cyberattacks, system compromises or misuses of data.
If hackers or cyberthieves gain improper access to our or our vendors’ technology systems, networks, or infrastructure, they may be able to access, steal, publish, delete, misappropriate, modify or otherwise disrupt access to confidential customer or employee data or our or our customers’ business systems or networks. Moreover, additional harm to customers or employees could be perpetrated by third parties who are given access to the confidential customer data or business systems or networks. A network disruption (including one resulting from a cyberattack) could cause an interruption or degradation of service and diversion of management attention, as well as permit access, theft, publishing, deletion, misappropriation, or modification to or of confidential customer data or business systems or networks. Due to the evolving techniques used in cyberattacks to disrupt or gain unauthorized access to technology networks, we may not be able to anticipate or prevent such disruption or unauthorized access.
The costs imposed on us as a result of a cyberattack or network disruption could be significant. Among others, such costs could include increased expenditures on cyber security measures, litigation, regulatory actions, fines, sanctions, lost revenue from business interruption, and damage to the public’s perception regarding our ability to provide a secure service. As a result, a cyberattack or network disruption could have a material adverse effect on our business, financial condition, cash flows, and operating results. We also face similar risks associated with security breaches affecting third parties with which we are affiliated or otherwise conduct business. While we maintain cyber liability insurance that provides both third-party liability and first-party insurance coverage, our insurance may not be sufficient to protect against all of our losses from any future disruptions or breaches of our systems or other events as described above.
Unauthorized access to our network resulting in piracy could result in a loss of revenue.
We rely on the integrity of our technology to ensure that our services are provided only to identifiable paying customers. Increasingly, sophisticated means of illicit piracy of television, broadband and telephony services are continually being developed in response to evolving technologies. Furthermore, billing and revenue generation for television services rely on the proper functioning of encryption systems. While we continue to invest in measures to manage unauthorized access to our networks, any such unauthorized access to our cable television service could result in a loss of revenue, and any failure to
respond to security breaches could raise concerns under our agreements with content providers, all of which could have a material adverse effect on our business and results of operations.
Data privacy regulations are expanding and compliance with, and any violations of, these regulations may cause us to incur significant expenses.
Privacy legislation, enforcement and policy activity in this area are expanding rapidly in many jurisdictions and creating a complex regulatory compliance environment. For example, certain regulations exist that require customer personal data to be processed in accordance with applicable data protection standards, grant consumers certain privacy rights, and require corporate notice to customers and government agencies of certain data breaches that implicate customer proprietary network information. The cost of complying with and implementing these privacy-related and data protection measures could be significant. In addition, even our inadvertent failure to comply with federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others, and substantial fines and damages. The theft, loss or misuse of personal data collected, used, stored or transferred by us to run our business could result in significantly increased business and security costs or costs related to defending legal claims.
Risks Relating to Climate Change
We may face increased costs, limitations of our operations and other adverse impacts from international climate change treaties and accords or national climate-change regulation and legislation.
Federal, state and local governments in our operating markets may adopt international climate change treaties or accords or adopt local climate change legislation or regulation that impair our ability to construct certain facilities and infrastructure necessary to operate our business in certain locations or may impose additional costs of construction, operation or disposal of products used in our operations. As a result of the adoption of international climate treaties or accords or local climate change legislation or regulation outside of our operating markets, we may face shortages of components necessary to our business or face increased costs for the acquisition or disposition of certain products necessary to our business.
We may face the loss of certain markets, customers or significant financial loss due to the physical impacts of climate change.
Given the location of our operations in the Caribbean and in Latin America, we may face the loss of certain markets or customers or the availability of labor due to impacts caused by sea level rise, distortion of historical rainfall patterns, fire or other adverse impacts of climate change. Additionally, we may face higher losses of property, plant and equipment, customers and revenue, disruptions in our operations and supply chain, and incur additional costs, which may not be covered by insurance, as the result of damage caused in our markets by severe weather phenomena or natural disasters, such as hurricanes, floods, fires and earthquakes. The impact of any one or all of the foregoing factors may adversely affect our financial condition and results of operations.
Risks Relating to our Corporate History and Structure
We are a holding company, and we could be unable in the future to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments.
Our ability to meet our financial obligations at the parent company level depends upon our ability to access cash. As a holding company, our sources of cash are limited to our available cash balances, net cash from the operating activities of our wholly-owned subsidiaries that are available to us, any cash dividends and cash interest we may receive from our other subsidiaries and cash proceeds from any asset sales we may undertake in the future. The ability of our operating subsidiaries to pay cash dividends or to make other cash payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject.
Certain of the company’s directors and an executive officer overlap with Liberty Global , and certain directors and officers have financial interests in Liberty Global , which may lead to conflicting interests.
We were a subsidiary of Liberty Global prior to our split-off in December 2017. Following our split-off, Miranda Curtis, Paul A. Gould and Daniel Sanchez, who serve as directors of Liberty Global , and Liberty Global ’s chief financial officer, Charles H.R. Bracken, also serve as directors of Liberty Latin America . Additionally, the chief executive officer and chairman of Liberty Global , Michael Fries, also serves as our executive chairman. Our directors (including the executive chairman) have fiduciary duties to our company. Likewise, any such persons who serve in similar capacities at Liberty Global or any other public corporation have fiduciary duties to that corporation or to that corporation’s shareholders. For example, there may be the potential for a conflict of interest when the company or Liberty Global pursues acquisitions and other corporate opportunities
that may be suitable for each of them. In addition, all of our directors and our executive officers, other than two of our directors (Alfonso de Angoitia Noriega and Roberta S. Jacobson) and our Chief Technology Officer, Aamir Hussain, have financial interests in Liberty Global as a result of their ownership of Liberty Global ordinary shares and/or equity awards. As a result of these multiple fiduciary duties and financial interests, these directors and executive officers may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties or in which they have financial interests.
Our bye-laws provide that, to the fullest extent permitted by applicable law, we have waived and renounced on behalf of ourselves and our subsidiaries any breach of a fiduciary duty by each of our directors by reason of the fact that such person directs a corporate opportunity to another person or entity (such as Liberty Global ) instead of the company, or does not refer or communicate information regarding such corporate opportunity to the company, unless such opportunity was expressly offered to such person solely in his or her capacity as a director of our company and such opportunity relates to a line of business in which we or any of our subsidiaries are then directly engaged. The waiver given to our directors in respect of the diversion of corporate opportunities does not amount to a general authorization to our directors to subordinate Liberty Latin America ’s interests to their personal interests. Our directors will continue to be bound by their common law and statutory duties under the Bermuda Companies Act to act honestly and in good faith with a view to the best interests of Liberty Latin America and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Furthermore, our bye-laws contain a general waiver by shareholders for any claim or right of action a shareholder might have (whether individually or by or in the right of the company) against any director or officer of the company, arising from any action or inaction by such director or officer in the performance of their duties for us or any of our subsidiaries (but excluding any matter involving fraud or dishonesty). This general waiver does not eliminate directors’ or officers’ fiduciary duties to Liberty Latin America under Bermuda law. Rather, it prohibits actions from being taken by shareholders against directors or officers in the event of a breach of such duties, unless the breach involves fraud or dishonesty.
In addition, any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) is subject to review by an independent committee of the applicable company’s board in accordance with its corporate governance guidelines. Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each company. From time to time, we may enter into transactions with Liberty Global and/or any of its subsidiaries or other affiliates. In the event of any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) involving Liberty Global and/or any of its subsidiaries or other affiliates, our Audit Committee or another independent body of Liberty Latin America would be required to review and approve the transaction. If the potential conflict or transaction involved an executive officer of Liberty Latin America , our Audit Committee would be the independent committee charged by our corporate governance guidelines with this duty, and if the potential conflict or transaction involved a director of Liberty Latin America , a committee of the disinterested independent directors of Liberty Latin America would be the independent committee charged by our corporate governance guidelines with this duty. There can be no assurance that the terms of any such transactions will be as favorable to the company or any of its subsidiaries or affiliates as would be the case where there is no overlapping director or officer or where there are no financial interests in Liberty Global .
Risks Relating to Our Common Shares and the Securities Market
Different classes of our common shares have different voting rights, but all common shares vote together as one class; if you hold Class C common shares you will have no significant voting rights.
Holders of our Class A common shares are entitled to one vote per share; holders of our Class B common shares are entitled to 10 votes per share; and holders of our Class C common shares are not entitled to any votes in respect of their common shares, unless such common shares are required to carry the right to vote under applicable law, in which case holders of our Class C common shares will be entitled to 1/100 of a vote per share. Our bye-laws prescribe that all classes of common shares vote together as one class, meaning that those holding Class C common shares will have little to no ability to influence the outcome of a shareholder vote as they will be consistently outvoted by holders of our Class A and Class B common shares.
The division of our common shares into different classes with different relative voting rights does not affect the fiduciary duties owed by our directors. As a Bermuda company, our directors’ fiduciary duties are owed primarily to Liberty Latin America rather to holders of our common shares, or any class of our common shares.
It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders.
Certain provisions of our bye-laws and Bermuda law may discourage, delay or prevent a change in control of the company that a shareholder may consider favorable. These provisions include the following:
• authorizing a capital structure with multiple classes of shares: a Class B that entitles the holders to ten votes per share, a Class A that entitles the holders to one vote per share and a Class C that entitles the holder to no voting rights, except as otherwise required by applicable law (in which case, the holder is entitled to 1/100 of a vote per share);
• authorizing the issuance of “blank check” preferred shares, which could be issued by our board to increase the number of outstanding shares and thwart a takeover attempt;
• classifying our board with staggered three-year terms, which may lengthen the time required to gain control of our board;
• prohibiting shareholder action by written consent, thereby requiring all shareholder actions to be taken at a meeting of the shareholders;
• establishing advance notice requirements for nominations of candidates for election to our board or for proposing matters that can be acted upon by shareholders at shareholder meetings;
• requiring supermajority shareholder approval with respect to certain extraordinary matters, such as certain mergers, amalgamations, or consolidations of the company, or in the case of amendments to our bye-laws; and
• the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the share ownership of persons seeking to obtain control of us.
Although our Class B common shares are eligible to trade on the OTC Markets, there is no meaningful trading market for these shares and the market price of these shares is subject to volatility.
Our Class B common shares are not widely held, with approximately 64% of such outstanding shares as of December 31, 2025 beneficially owned by John C. Malone, a director emeritus of our company. Although our Class B common shares are eligible to trade on the OTC Markets, they are sparsely traded and do not have an active trading market. The OTC Markets provide an inter-dealer automated quotation system for equity securities that is not a national securities exchange. As a result, trading in the OTC Markets is generally much more limited than trading on any national securities exchange. There is also a greater chance of market volatility for securities that trade on the OTC Markets as opposed to a national exchange. Each Class B common share is convertible, at any time at the option of the holder, into one Class A common share.
We may be significantly influenced by one principal shareholder, and he may sell his shares, which may cause the price of our common shares to decrease.
As of December 31, 2025, John C. Malone beneficially owned a number of our common shares representing approximately 27% of the aggregate voting power of our outstanding common shares. As a result, Mr. Malone has significant influence over Liberty Latin America. Mr. Malone’s rights to vote or dispose of his equity interest in Liberty Latin America are not subject to any restrictions in favor of Liberty Latin America other than as may be required by applicable law and except for customary transfer restrictions pursuant to incentive award agreements. The sale of a substantial number of our common shares by Mr. Malone within a short period of time, or the perception that such sale might occur, could cause our share price to decrease, make it more difficult for us to raise funds through future offerings of our common shares or acquire other businesses using our common shares as consideration.
Bermuda law may, in certain circumstances, afford less protection to our shareholders than the laws in effect in other jurisdictions.
We are incorporated and organized under the laws of Bermuda. As a result, our corporate affairs are governed by the Bermuda Companies Act. Bermuda law permits a company to specify thresholds for shareholder approval different from those applicable by default, either generally or for specific corporate actions. Our bye-laws prescribe a shareholder approval threshold that is higher than the default of a simple majority of votes cast at a quorate general meeting of shareholders for certain corporate actions. With respect to a Bermuda company’s directors, there is no requirement for shareholder approval for transactions between directors and companies or their subsidiaries of which they are directors (except in the case of loans, guarantees or the provision of security by a company to its directors or certain connected persons in their personal capacity). In
addition, the rights of our shareholders and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in other jurisdictions, where directors’ duties are sometimes codified under applicable law. Therefore, our shareholders may have more difficulty protecting their interests than would shareholders of a public company incorporated in another jurisdiction.
We are a Bermuda company and it may be difficult for you to enforce judgments against us or our directors and executive officers.
We are a Bermuda exempted company organized under the laws of Bermuda. As a result, the rights of holders of our common shares are governed by Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions, including the U.S. and the U.K. Certain of our directors are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, or entertain actions in Bermuda against us or our directors or officers under the securities laws of those jurisdictions.
We are a Bermuda company and the Bermuda Economic Substance Act 2018 may cause us to incur substantial additional costs, incur significant penalties or possibly require us to re-domicile.
Bermuda enacted the Economic Substance Act 2018 requiring affected Bermuda registered companies to maintain a substantial economic presence in Bermuda. This legislation could require us to incur substantial additional cost, and/or incur significant penalties and possibly require us to re-domicile our company to a jurisdiction with higher tax rates. Our results of operations could be materially and adversely affected if we become subject to these or other unanticipated tax liabilities.
Our bye-laws generally restrict shareholders from bringing legal action against our officers and directors.
Our bye-laws contain a general waiver by shareholders for any claim or right of action a shareholder might have (whether individually or by or in the right of the company) against any director or officer of the company, arising from any action or inaction by such director or officer in the performance of their duties for us or any of our subsidiaries (but excluding any matter involving fraud or dishonesty). Consequently, this waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.
There are regulatory limitations on the ownership and transfer of our common shares.
Our common shares may be offered or sold in Bermuda only in compliance with the provisions of the Bermuda Companies Act and the Bermuda Investment Business Act 2003, which regulates the sale of securities in Bermuda. In addition, the Bermuda Monetary Authority must approve all issues and transfers of shares of a Bermuda exempted company. However, the Bermuda Monetary Authority has, pursuant to its statement of June 1, 2005, given its general permission under the Exchange Control Act 1972 and related regulations for the issue and free transfer of our common shares to and among persons who are non-residents of Bermuda for exchange control purposes as long as any class of our common shares are listed on an appointed stock exchange, which includes Nasdaq. This general permission would cease to apply if none of our common shares were to be listed on Nasdaq or another appointed stock exchange.
We could be subject to changes in our tax rates, the enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies, or other changes in tax legislation or policies which could adversely affect our business, financial condition, and results of operations.
The taxation of our business is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in various jurisdictions. Existing, new, or future changes in tax laws, regulations and treaties, or the interpretation thereof could have an adverse effect on our tax liabilities, business, results of operations and financial condition. We are unable to predict what tax reform may be proposed or enacted in the future in jurisdictions where we have operations or what effect such changes would have on our business, but such changes could affect our future financial position and overall tax rates in the future or increase the complexity, burden and cost of tax compliance.
If our effective tax rate increases, our operating results and cash flow could be adversely affected. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, but not limited to, our possible
expansion to other jurisdictions, projected levels of taxable income in each jurisdiction, tax audits conducted and settled by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.
Corporate tax reform, base-erosion efforts, and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny, and tax reform legislation is being proposed or enacted in a number of jurisdictions.
In October 2021, the OECD ’s Inclusive Framework reached an agreement on a “Two-Pillar Solution to Address the Tax Challenges Arising from the Digitalisation of the Economy” and, on December 20, 2021, the OECD’s Inclusive Framework published “Global Anti-Base Erosion,” or “GloBE” model rules, which are a key component of the Two-Pillar Solution. The GloBE model rules would apply to multinational enterprises with revenues of at least €750,000,000 and provide for a coordinated system of taxation that imposes a “top-up” tax to ensure that a multinational enterprise pays a minimum rate of 15% tax on its net income in each country where it operates. Countries around the world have enacted, and are continuing to enact, legislation to implement the GloBE model rules. As the Two-Pillar Solution is subject to implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations is uncertain. Such legislative initiatives may materially and adversely affect our plans to expand internationally and may negatively impact our tax liability, financial condition, and results of operations, and could increase our administrative expenses.
These changes, as they take effect in various countries in which we do business, may also increase our taxes in these countries. For example, Bermuda enacted the CIT Act on December 27, 2023. Entities subject to tax under the CIT Act are the Bermuda constituent entities of multinational enterprises. The definition of a “multi-national group” or “multinational enterprise” under the CIT Act follows the definition in the GloBE model roles i.e. a group with entities in more than one jurisdiction with consolidated revenues of at least €750,000,000 for two out of the four previous fiscal years. If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15 percent of the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act. While we expect that we would be treated as a Bermuda Constituent Entity for the purposes of the CIT Act and therefore subject to taxation in Bermuda for its first fiscal year starting on or after January 1, 2025, we do not expect to incur material tax liabilities in Bermuda due to our status as a holding company, meaning the majority of our income is excluded from the calculation of tax under the CIT Act. However, future developments and guidance under the GloBE model rules may impact Bermuda’s implementation of its new corporate tax regime, and any future changes to the Bermuda corporate income tax regime may negatively impact our tax liability, financial condition, and results of operations, and could increase our administrative expenses.
We have identified material weaknesses in our internal control over financial reporting, which could, if not remediated, result in material misstatements in our financial statements.
Section 404 of the Sarbanes-Oxley Act of 2002 requires any company subject to the reporting requirements of the U.S. securities laws to include in its annual report on Form 10-K an assessment of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, we are required to issue a statement as to whether or not our internal control over financial reporting is effective; and our independent auditors are required to issue an audit opinion on our internal control over financial reporting.
As of December 31, 2025, we did not maintain effective internal control over financial reporting attributable to certain identified material weaknesses. We describe these material weaknesses in Item 9A. Controls and Procedures in this Annual Report on Form 10-K. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses will not be considered remediated until the applicable new or enhanced controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively. As full remediation has not yet been completed, these material weaknesses continued to exist with respect to our internal control over financial reporting as of December 31, 2025. If our remedial measures are insufficient to address the material weaknesses, or if one or more additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could, in turn, harm our reputation or otherwise cause a decline in investor confidence and in the market price of our stock.
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MD&A (Item 7)
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See the Glossary of defined terms at the beginning of this Annual Report on Form 10-K.
The following discussion and analysis, which should be read in conjunction with our consolidated financial statements, is intended to assist in providing an understanding of our results of operations and financial condition and is organized as follows:
• Overview. This section provides a general description of our business and recent events.
• Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2025 and 2024.
• Liquidity and Capital Resources. This section provides an analysis of our liquidity, consolidated statements of cash flows and contractual commitments.
• Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that involve uncertainties and require significant judgment in their application.
Unless otherwise indicated, operational data (including subscriber statistics) is presented as of December 31, 2025.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 can be found under captions entitled “ Results of Operations ” and “ Liquidity and Capital Resources ” in the section entitled “ Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 19, 2025, which is available free of charge through the SEC’s website at www.sec.gov or our company’s website, https://investors.lla.com/financials/sec-filings. Our company’s website and the information contained therein, or incorporated therein, are not intended to be incorporated into this Annual Report on Form 10-K.
Overview
General
We are an international provider of fixed, mobile and subsea telecommunications services. We provide,
A. residential and B2B services in:
i. over 20 countries across Latin America and the Caribbean through two of our reportable segments, Liberty Caribbean and C&W Panama;
ii. Puerto Rico and USVI, through our reportable segment Liberty Puerto Rico; and
iii. Costa Rica, through our reportable segment Liberty Costa Rica.
B. through our reportable segment Liberty Networks, (i) enterprise services in certain other countries in Latin America and the Caribbean and (ii) wholesale services over our subsea and terrestrial fiber optic cable networks that connect over 30 markets in that region.
At December 31, 2025, we (i) owned and operated fixed networks that passed 4,692,600 homes and served 3,836,600 RGUs comprising 1,746,500 broadband internet subscribers, 901,000 video subscribers and 1,189,100 fixed-line telephony subscribers, and (ii) served 6,794,000 mobile subscribers.
Hurricane Melissa
In late October 2025, the island of Jamaica was impacted by Hurricane Melissa with significant damage to homes, businesses and infrastructure, particularly in the southwest of the island and moderate damage in the northwest. The capital city, Kingston, and other urban areas in the east were less impacted.
The mobile network has proved resilient and traffic levels were quick to recover, now running back to pre-hurricane levels across the vast majority of the island. The fixed infrastructure impact was more localized: over 75% of residential customers are on-line, with the metro areas much closer to full recovery. Following our internal network review, we have removed a total of 133,000 homes in the southwest and northwest part of the island from our total homes passed. Additionally, we have reduced
our RGUs by approximately 136,000, comprised of 65,000 fixed-line telephony, 57,000 broadband internet and 14,000 video subscribers. These adjustments relate to RGUs where we currently do not expect to restore fixed services in the near term. However, our final assessment may change based upon the ultimate completion of our restoration and reconnection efforts in the impacted areas of the island.
As a result of the impact of Hurricane Melissa, we incurred lower revenue during the fourth quarter of 2025 and expect to incur lower revenue during 2026. The decrease in the fourth quarter of 2025 is predominantly due to lower fixed connectivity and reflects the provision of rebates for homes and businesses, which are offline for a period of time. We are working hard to restore connectivity, but there can be no guarantee as to the cadence of future reconnections or the pace of future revenue recovery. In addition, during 2026, we expect to incur additional property and equipment additions as we restore damaged networks.
For the fourth quarter of 2025, the negative impact to revenue and Adjusted OIBDA was approximately $20 million and $27 million, respectively, and we incurred incremental property and equipment additions of approximately $17 million as a result of Hurricane Melissa. Additionally, Hurricane Melissa triggered a payment pursuant to coverage under our Weather Derivatives that resulted in net proceeds after our deductible of $81 million during the year. The payment was reflected as a derivative gain in our consolidated statement of operations and a cash inflow related to operating activities in our consolidated statement of cash flows.
Strategy and Management Focus
From a strategic perspective, we are seeking to build or acquire broadband communications and mobile businesses that have strong prospects for future growth. As discussed further under Liquidity and Capital Resources—Capitalization below, we also seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.
We strive to achieve “organic” revenue and customer growth in our operations by developing and marketing bundled entertainment, information and communications services, and extending and upgrading the quality of our networks where appropriate. As we use the term, organic growth excludes FX and the estimated impact of acquisitions and disposals. While we seek to increase our customer base, we also seek to maximize the average revenue we receive from each household or business by increasing the penetration of our video, broadband internet, fixed-line telephony and mobile services with existing customers through product bundling and up-selling.
Results of Operations
The comparability of our operating results during 2025 and 2024 is affected by an acquisition and FX. As we use the term, “organic” changes exclude FX and the impact of an acquisition.
In the following discussion, we quantify the estimated impacts on the operating results of the periods under comparison that are attributable to the LPR Acquisition, which closed on September 3, 2024. With respect to acquisitions, organic changes exclude the operating results of an acquired entity during the first 12 months following the date of acquisition.
Changes in foreign currency exchange rates may have a significant impact on our operating results, as Liberty Costa Rica and certain entities within C&W have functional currencies other than the U.S. dollar. The impacts to the various components of our results of operations that are attributable to changes in FX are highlighted below. For information concerning our foreign currency risks and applicable foreign currency exchange rates, see Item 7A . Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Risk below. For information regarding foreign currency risk, see Item 1A. Risk Factors above.
The amounts presented and discussed below represent 100% of the revenue and expenses of each segment and our corporate operations. As we have the ability to control certain subsidiaries that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of C&W and Liberty Puerto Rico, and (ii) Liberty Costa Rica are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our reportable segments. Any cost increases that we are not able to pass on to our subscribers would result in increased pressure on our operating margins.
Year Ended December 31, 2025 as Compared with Year Ended December 31, 2024
Operating Income or Loss
The following table sets forth the organic and non-organic changes in the components of operating income (loss) during 2025, as compared to 2024.
Year ended December 31,
Increase (decrease)
Increase (decrease) from:
An acquisition
Organic
in millions
Revenue
Operating costs and expenses:
Programming and other direct costs of services
Other operating costs and expenses
Depreciation and amortization
Impairment, restructuring and other operating items, net
Operating income (loss)
As reflected in the table above, we reported an operating income during 2025, as compared to operating loss during 2024. For further discussion and analysis of organic changes in revenue and costs, see Revenue, Programming and Other Direct Costs of Services, and Other Operating Costs and Expenses sections below. For further discussion and analysis of changes in Depreciation and amortization , and Impairment, Restructuring and other operating items, net , see Results of Operations (below Adjusted OIBDA) sections below.
Consolidated Adjusted OIBDA
On a consolidated basis, Adjusted OIBDA is a non-U.S. GAAP measure. Adjusted OIBDA is the primary measure used by our CODM, our Chief Executive Officer, to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of incentive compensation plans. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. We believe our Adjusted OIBDA measure is useful to investors because it is one of the bases for comparing our performance with the performance of other companies in the same or similar industries, although our measures may not be directly comparable to similar measures used by other public companies. Adjusted OIBDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income or loss.
A reconciliation of total operating income (loss), the nearest U.S. GAAP measure, to Adjusted OIBDA on a consolidated basis, is presented below for the periods indicated.
Year ended December 31,
in millions
Operating income (loss)
Share-based compensation and other Employee Incentive Plan-related expense
Depreciation and amortization
Impairment, restructuring and other operating items, net
Consolidated Adjusted OIBDA
The following table sets forth organic and non-organic changes in Adjusted OIBDA for the period indicated:
Liberty Caribbean
C&W Panama
Liberty Networks
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment eliminations
Consolidated
in millions
Adjusted OIBDA for the year ended:
December 31, 2024
Organic changes related to:
Revenue
Programming and other direct costs of services
Other operating costs and expenses
Non-organic increases (decreases):
An acquisition
December 31, 2025
Adjusted OIBDA Margin
The following table sets forth the Adjusted OIBDA Margin of each of our reportable segments:
Year ended December 31,
Liberty Caribbean
C&W Panama
Liberty Networks
Liberty Puerto Rico
Liberty Costa Rica
Adjusted OIBDA margin is impacted by organic changes in revenue, programming and other direct costs of services and other operating costs and expenses. At our Liberty Puerto Rico segment, we incurred aggregate integration costs of $17 million during 2024, and amounts incurred during 2025 were immaterial.
Revenue
Most of our segments derive their revenue primarily from (i) residential fixed services, including video, broadband internet and fixed-line telephony, (ii) mobile services and (iii) B2B enterprise services. Liberty Networks also provides wholesale services over its subsea and terrestrial fiber optic cable networks.
While not specifically discussed in the below explanations of the changes in revenue, we experience significant competition in all of our markets. Competition has an adverse impact on our ability to increase or maintain our (i) RGUs, (ii) ARPU and/or (iii) B2B revenue.
Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of RGUs or mobile subscribers during the period and (ii) changes in ARPU. Changes in ARPU can generally be attributable to (i) changes in prices, (ii) changes in bundling or promotional discounts, (iii) changes in the tier of services selected, (iv) variances in subscriber usage patterns and (v) the overall mix of fixed and mobile products during the period. In the following discussion, we discuss ARPU changes in terms of the net impact of the above factors on the ARPU that is derived from our video, broadband internet, fixed-line telephony and mobile products.
The following table sets forth the organic and non-organic changes in revenue by reportable segment.
Year ended December 31,
Increase (decrease)
Increase (decrease) from:
An acquisition
Organic
in millions
Liberty Caribbean
C&W Panama
Liberty Networks
Liberty Puerto Rico
Liberty Costa Rica
Corporate
Intersegment eliminations
Total
Liberty Caribbean . Liberty Caribbean’s revenue by major category is set forth below:
Year ended December 31,
Increase (decrease)
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
Non-subscription revenue
Total residential fixed revenue
Residential mobile revenue:
Service revenue
Interconnect, inbound roaming, equipment sales and other
Total residential mobile revenue
Total residential revenue
B2B revenue
Total
The details of the changes in Liberty Caribbean’s revenue during 2025, as compared to 2024, are set forth below (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
ARPU (b)
Decrease in residential fixed non-subscription revenue (c)
Total decrease in residential fixed revenue
Increase in residential mobile service revenue (d)
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (e)
Decrease in B2B revenue (f)
Total organic decrease
Impact of FX
Total
(a) The decrease is primarily due to lower average video, broadband internet and fixed-line telephony RGUs, mainly driven by the impact of Hurricane Melissa.
(b) The increase is primarily due to higher ARPU on broadband internet services due to price increases in certain markets. The impact of Hurricane Melissa-related credits in the current year were largely offset by the impact of Hurricane Beryl-related credits in the prior year.
(c) The decrease is due in part to (i) lower interconnect revenue attributable to lower traffic on our networks and (ii) other immaterial declines.
(d) The increase is primarily attributable to the net effect of (i) an increase in prepaid mobile ARPU mainly resulting from price increases in Jamaica during the first quarter of 2024 and during 2025 as well as increased demand following Hurricane Melissa, (ii) higher average numbers of postpaid mobile subscribers, mostly due to growth from fixed-mobile convergence efforts, and (iii) lower average number of prepaid mobile subscribers, due in part to fixed-mobile convergence efforts and churn associated with price increases.
(e) The increase is primarily due to higher volumes of handset sales and inbound roaming.
(f) The decrease is mainly attributable to the net impact of (i) a decline in revenue from managed services, mostly related to the negative impact from Hurricane Melissa and a decrease in fixed-line telephony, which was partially offset by growth in broadband internet, and (ii) lower project-related revenue as a decline in our Bahamas market more than offset an increase in our Barbados market.
C&W Panama. C&W Panama’s revenue by major category is set forth below:
Year ended December 31,
Increase (decrease)
in millions, except percentages
Residential revenue:
Subscription revenue
Non-subscription revenue
Total residential fixed revenue
Residential mobile revenue:
Service revenue
Interconnect, inbound roaming, equipment sales and other
Total residential mobile revenue
Total residential revenue
B2B revenue
Total
The details of the changes in C&W Panama’s revenue during 2025, as compared to 2024, are set forth below (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
ARPU (b)
Increase in residential fixed non-subscription revenue
Total decrease in residential fixed revenue
Increase in residential mobile service revenue (c)
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)
Increase in B2B revenue (e)
Total
(a) The increase is primarily due to higher average broadband internet RGUs.
(b) The decrease is primarily due to lower ARPU from video services and fixed-line telephony, mainly due to (i) higher discounts driven by competitive market conditions and (ii) the migration of customers to lower ARPU plans.
(c) The increase is primarily due to higher average postpaid and prepaid mobile subscribers, driven in part by the addition of customers to our base following the exit of a competitor from our market during the first quarter of 2024.
(d) The increase is primarily due to higher volumes of handset sales at higher unit prices.
(e) The increase is primarily attributable to (i) higher project-related revenue, with the majority stemming from government projects, and (ii) lower revenue from fixed and managed services, primarily related to lower out-of-plan usage and disconnects on fixed B2B voice customers.
Liberty Networks . Liberty Networks’ revenue by major category is set forth below:
Year ended December 31,
Increase
in millions, except percentages
B2B revenue:
Enterprise revenue
Wholesale revenue
Total
The details of the changes in Liberty Networks’ revenue during 2025, as compared to 2024, are set forth below (in millions):
Increase in enterprise revenue (a)
Increase in wholesale revenue (b)
Total organic increase
Impact of FX
Total
(a) The increase is primarily attributable to the net effect of (i) growth in managed services, (ii) lower revenue associated with sales-type leases on CPE and (iii) higher B2B connectivity revenue.
(b) The increase is primarily due to the net effect of (i) higher project-related revenue, primarily associated with a contract to construct and deploy a subsea cable system, (ii) higher subsea capacity revenue, (iii) lower revenue associated with the recognition of deferred revenue and penalties upon the termination of a prepaid capacity contract during the second quarter of 2024, and (iv) lower revenue from prepaid capacity arrangements driven by the cancellation of prepaid capacity contracts in the prior period.
Liberty Puerto Rico. Liberty Puerto Rico’s revenue by major category is set forth below:
Year ended December 31,
Increase (decrease)
in millions, except percentages
Residential fixed revenue:
Subscription revenue
Non-subscription revenue
Total residential fixed revenue
Residential mobile revenue:
Service revenue
Interconnect, inbound roaming, equipment sales and other
Total residential mobile revenue
Total residential revenue
B2B revenue
Other revenue
Total
The details of the changes in Liberty Puerto Rico’s revenue during 2025, as compared to 2024, are set forth below (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
ARPU (b)
Increase in residential fixed non-subscription revenue
Total decrease in residential fixed revenue
Decrease in residential mobile service revenue (c)
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)
Decrease in B2B revenue (e)
Decrease in other revenue (f)
Total organic decrease
Impact of an acquisition
Total
(a) The decrease is primarily attributable to (i) lower average broadband internet and video RGUs and (ii) a negative impact from the termination of a government-sponsored program during the second quarter of 2024.
(b) The increase is primarily due to higher ARPU from broadband internet and video services, mainly due to price increases. The increase also includes the impact of credits issued to customers during the prior year following Hurricane Ernesto, which impacted Puerto Rico in August 2024.
(c) The decrease is primarily due to the negative impacts from the migration of customers to our mobile network and network challenges in 2024, which caused a decline in the average number of postpaid mobile subscribers and lower postpaid mobile ARPU.
(d) The increase is primarily driven by higher equipment sales and inbound roaming revenue.
(e) The decrease is primarily attributable to lower revenue from mobile services due mostly to the negative impacts from the migration of customers to our mobile network in 2024, which caused declines in the average number of mobile subscribers and lower mobile ARPU.
(f) The decrease is primarily attributable to (i) a decline in the rate of funding in June 2024 related to funds from the FCC that we use to expand and improve our fixed and mobile networks, and (ii) a decrease in funding related to a grant from the NTIA to fund network infrastructure to remote and underserved communities.
Liberty Costa Rica . Liberty Costa Rica’s revenue by major category is set forth below:
Year ended December 31,
Increase (decrease)
in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue
Non-subscription revenue
Total residential fixed revenue
Residential mobile revenue:
Service revenue
Interconnect, inbound roaming, equipment sales and other
Total residential mobile revenue
Total residential revenue
B2B revenue
Total
The details of the changes in Liberty Costa Rica’s revenue during 2025, as compared to 2024, are set forth below (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)
ARPU (b)
Increase in residential fixed non-subscription revenue (c)
Total decrease in residential fixed revenue
Increase in residential mobile service revenue (d)
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (e)
Decrease in B2B revenue (f)
Total organic increase
Impact of FX
Total
(a) The increase is primarily driven by higher average broadband internet and video RGUs.
(b) The decrease is primarily attributable to lower ARPU from video services and, to a lesser extent, from broadband internet and fixed-line telephony services.
(c) The increase is primarily attributable to higher volumes of CPE sales.
(d) The increase is primarily due to the net effect of (i) higher average postpaid mobile subscribers, (ii) lower prepaid ARPU and, to a lesser extent, lower postpaid mobile ARPU and (iii) lower average prepaid mobile subscribers.
(e) The increase is primarily attributable to the net effect of (i) higher equipment sales , mainly driven by higher volumes, and (ii) a decrease in interconnect revenue, driven by lower local traffic volume.
(f) The decrease is primarily attributable to a decline in project-related revenue.
Programming and other direct costs of services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, project-related costs and other direct costs related to our operations.
Consolidated. The following table sets forth the organic and non-organic changes in programming and other direct costs of services on a consolidated basis.
Year ended December 31,
Increase (decrease)
Increase (decrease) from:
An acquisition
Organic
in millions
Programming and copyright
Interconnect
Equipment
Project-related and other
Total programming and other direct costs of services
Liberty Caribbean . The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Caribbean segment.
Year ended December 31,
Increase (decrease)
Increase (decrease) from:
Organic
in millions
Programming and copyright
Interconnect
Equipment
Project-related and other
Total programming and other direct costs of services
• Programming and copyright: The organic increase is mainly due to an increase associated with a copyright claim that was largely offset by lower rates resulting from the renegotiation of certain content agreements and lower video subscribers.
• Interconnect: The organic decrease is primarily due to (i) lower rates, including the renegotiation of a contract, and (ii) lower overall volumes of traffic.
• Equipment: The organic decrease is mainly due to (i) lower handset costs and (ii) lower B2B equipment costs.
• Project-related and other: The organic increase is primarily due to higher costs associated with incentives to customers in an effort to drive fixed-mobile convergence.
C&W Panama . The following table sets forth the changes in programming and other direct costs of services for our C&W Panama segment.
Year ended December 31,
Increase (decrease)
in millions
Programming and copyright
Interconnect
Equipment
Project-related and other
Total programming and other direct costs of services
• Interconnect: The decrease is primarily due to lower volumes of traffic.
• Equipment: The increase is primarily attributable to higher volumes of handset sales to residential and B2B customers.
• Project-related and other: The decrease is primarily due to (i) lower government-related project costs, driven by improved margins in 2025, and (ii) a decline resulting from the renegotiation of rates on certain B2B projects.
Liberty Networks . The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Networks segment.
Year ended December 31,
Increase
Increase from:
Organic
in millions
Interconnect
Equipment
Project-related and other
Total programming and other direct costs of services
• Interconnect: The organic increase is primarily due to (i) higher backhaul expenses, and (ii) higher license cost.
Liberty Puerto Rico . The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Puerto Rico segment.
Year ended December 31,
Increase (decrease)
Increase (decrease) from:
An Acquisition
Organic
in millions
Programming and copyright
Interconnect
Equipment
Project-related and other
Total programming and other direct costs of services
• Programming and copyright: The organic decrease primarily relates to the net effect of (i) lower subscriber counts and customers moving to lower cost product offerings, (ii) lower programmer fees resulting from contract renegotiations and (iii) higher costs associated with rate increases.
• Interconnect: The organic decrease is primarily due to (i) lower mobile network costs generally associated with the expiration of a transition service agreement during 2024, and (ii) lower roaming costs associated with a decline in traffic.
Liberty Costa Rica . The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Costa Rica segment.
Year ended December 31,
Increase (decrease)
Increase (decrease) from:
Organic
in millions
Programming and copyright
Interconnect
Equipment
Project-related and other
Total programming and other direct costs of services
• Interconnect: The organic decrease is primarily driven by (i) lower volumes of traffic and (ii) a decrease in roaming.
• Equipment: The organic increase is primarily attributable to higher handset unit costs.
• Project related and other: The organic decrease is due to lower costs associated with B2B projects.
Other operating costs and expenses
Other operating costs and expenses comprise the following cost categories:
• Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;
• Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;
• Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;
• Commercial, which primarily includes sales and marketing costs, such as advertising, commissions and other sales and marketing-related costs, and customer care costs related to outsourced call centers;
• Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, franchise-related fees, bank fees, insurance, vehicle-related costs, travel and entertainment and other operating-related costs; and
• Share-based compensation and other Employee Incentive Plan-related expense that relates to (i) equity awards issued to our employees and Directors, (ii) certain bonuses that are paid in the form of equity and (iii) our LTVP, whether settled in common shares or cash.
Consolidated . The following table sets forth the organic and non-organic changes in other operating costs and expenses on a consolidated basis.
Year ended December 31,
Decrease
Increase (decrease) from:
An acquisition
Organic
in millions
Personnel and contract labor
Network-related
Service-related
Commercial
Facility, provision, franchise and other
Share-based compensation and other Employee Incentive Plan-related expense
Total other operating costs and expenses
For additional information regarding our share-based compensation and other Employee Incentive Plan-related expense, see Results of Operations (below Adjusted OIBDA) discussion and analysis below.
Liberty Caribbean . The following table sets forth the organic and non-organic changes in other operating costs and expenses for our Liberty Caribbean segment.
Year ended December 31,
Decrease
Decrease from:
Organic
in millions
Personnel and contract labor
Network-related
Service-related
Commercial
Facility, provision, franchise and other
Share-based compensation and other Employee Incentive Plan-related expense
Total other operating costs and expenses
• Personnel and contract labor: The organic decrease is primarily due to lower headcount.
• Network-related: The organic decrease is primarily due to the net effect of (i) cost savings initiatives, including the renegotiation of certain contract terms, (ii) an increase in various costs in Jamaica as a result of Hurricane Melissa, (iii) lower power costs primarily driven by a decrease in consumption and rates, and (iv) a decrease in asset retirement obligations.
• Commercial: The organic decrease is primarily driven by (i) cost saving initiatives, including system improvements and the renegotiation of certain contracts, and (ii) lower marketing costs.
• Facility, provision, franchise and other: The organic decrease is primarily due to the net effect of (i) the positive impact to the comparisons associated with an unfavorable adjustment on a tax-related assessment at one of our markets during the second quarter of 2024, (ii) an increase of bad debt expense, and (iii) lower facility-related costs driven by cost savings initiatives.
C&W Panama. The following table sets forth the changes in other operating costs and expenses for our C&W Panama segment.
Year ended December 31,
Increase (decrease)
in millions
Personnel and contract labor
Network-related
Service-related
Commercial
Facility, provision, franchise and other
Share-based compensation and other Employee Incentive Plan-related expense
Total other operating costs and expenses
• Personnel and contract labor: The decrease is primarily due to (i) lower headcount levels following the execution of certain restructuring plans and (ii) lower commissions.
• Network-related: The decrease is primarily due to lower (i) power-related utility costs and (ii) lease costs.
• Commercial: The increase is primarily due to higher commissions expense, in large part due to a shift from internal to external resources.
• Facility, provision, franchise and other: The increase is primarily due to (i) higher bad debt expense and (ii) other immaterial increases across various categories.
Liberty Networks. The following table sets forth the organic and non-organic changes in other operating costs and expenses for our Liberty Networks segment.
Year ended December 31,
Increase (decrease)
Increase (decrease) from:
Organic
in millions
Personnel and contract labor
Network-related
Service-related
Commercial
Facility, provision, franchise and other
Share-based compensation and other Employee Incentive Plan-related expense
Total other operating costs and expenses
• Personnel and contract labor: The organic increase is primarily related to higher salary and bonus-related expenses.
• Service-related: The organic increase is primarily due to software migration expenses, higher outsourcing and professional services.
• Facility, provision, franchise and other: The organic decrease is primarily due to lower bad debt expense, mostly associated with the negative impact of adjustments made for two large customers during 2024.
Liberty Puerto Rico . The following table sets forth the organic and non-organic changes in other operating costs and expenses for our Liberty Puerto Rico segment.
Year ended December 31,
Decrease
Increase (decrease) from:
An acquisition
Organic
in millions
Personnel and contract labor
Network-related
Service-related
Commercial
Facility, provision, franchise and other
Share-based compensation and other Employee Incentive Plan-related expense
Total other operating costs and expenses
• Personnel and contract labor: The organic decrease is primarily due to (i) lower salaries and related personnel costs, driven by reductions in headcount associated with restructuring plans, (ii) an increase to capitalized labor cost, and (iii) the impact associated with the sale of research and development tax credits generated on personnel costs at Liberty Puerto Rico.
• Network-related: The organic decrease is primarily due to the termination of a transition service agreement during the first half of 2024 offset by higher network repair and other costs during 2025.
• Service-related: The organic decrease is primarily due to (i) costs incurred during 2024 associated with (a) a transition service agreement that was terminated during 2024 and (b) service-related integration costs related to the migration of customers to our mobile network following the AT&T Acquisition, and (ii) a decrease associated with lower information technology software costs.
• Commercial: The organic decrease is primarily driven by lower marketing and call center costs.
• Facility, provision, franchise and other: The organic decrease is primarily due to lower bad debt expense as we incurred significant charges during 2024 due to the impact of billing and collection issues experienced during and following the migration of customers to our mobile network and associated systems.
Liberty Costa Rica . The following table sets forth the organic and non-organic changes in other operating costs and expenses for our Liberty Costa Rica segment.
Year ended December 31,
Increase
Increase (decrease) from:
Organic
in millions
Personnel and contract labor
Network-related
Service-related
Commercial
Facility, provision, franchise and other
Share-based compensation and other Employee Incentive Plan-related expense
Total other operating costs and expenses
• Facility, provision, franchise and other: The organic increase is primarily due to higher bad debt expense.
Corporate . The following table sets forth the changes in other operating costs and expenses for our corporate operations.
Year ended December 31,
Increase (decrease)
in millions
Personnel and contract labor
Service-related
Facility, provision, franchise and other
Share-based compensation and other Employee Incentive Plan-related expense
Total other operating costs and expenses
• Personnel and contract labor: The increase is primarily due to (i) higher bonus-related expense, (ii) higher headcount and (iii) lower capitalized labor.
• Service-related: The increase is primarily due to higher professional services costs.
Results of operations (below Adjusted OIBDA)
Share-based compensation and other Employee Incentive Plan-related expense (included in other operating costs and expenses)
Share-based compensation and other Employee Incentive Plan-related expense decreased by $9 million or 11% during 2025, as compared to 2024. The decrease is primarily driven by a 2024 modification of the legal life of outstanding SARs resulting in incremental share-based compensation expense recorded during 2024. For further discussion of this modification, see note 12 to our consolidated financial statements. The decrease is also impacted by lower grants and higher cancellations experienced, partially offset by an increase in expense associated with our LTVP.
For additional information regarding our share-based compensation and other Employee Incentive Plan-related expense, see note 12 to our consolidated financial statements.
Depreciation and amortization
Our depreciation and amortization expense decreased $63 million or 7% during 2025, as compared to 2024, primarily due to (i) certain assets becoming fully depreciated across markets at Liberty Caribbean, (ii) lower depreciation expense at Liberty Puerto Rico associated with the sale of research and development tax credits generated on depreciated assets and (iii) customer relationship assets becoming fully amortized in Liberty Caribbean and C&W Panama.
Impairment, restructuring and other operating items, net
Year ended December 31,
in millions
Impairment charges (a)
Restructuring charges (b)
Other operating items, net (c)
Total
(a) The 2025 amount includes an impairment of $494 million on spectrum license intangible assets recorded at Liberty Puerto Rico. Additionally, during October 2025, our operations in Jamaica were significantly impacted by Hurricane Melissa resulting in extensive damage to homes, businesses and infrastructure. Based on estimates of the impacts on our operations, we recorded impairment changes of $56 million to reduce the carrying values of our property and equipment. The 2024 amount primarily relates to an impairment of goodwill recorded at Liberty Puerto Rico. For additional information associated with these impairment charges, see note 7 to our consolidated financial statements.
(b) The amounts include employee severance and termination costs related to reorganization activities mainly at (i) C&W Panama, Liberty Puerto Rico and Corporate Operations for 2025, and (ii) C&W Panama for 2024.
(c) The amounts primarily include the net effect of direct acquisition costs and gains on asset dispositions.
Interest expense
Our interest expense increased $29 million during 2025, as compared to 2024. The increase is primarily attributable to an increase in our average debt balances and weighted-average interest rates.
For additional information regarding our outstanding indebtedness, see note 9 to our consolidated financial statements.
It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 6 to our consolidated financial statements and under Item 7A. Qualitative and Quantitative Disclosures about Market Risk below, we use derivative instruments to manage our interest rate risks.
Realized and unrealized gains or losses on derivative instruments, net
Our realized and unrealized gains or losses on derivative instruments primarily include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Year ended December 31,
in millions
Interest rate derivative contracts (a)
Foreign currency forward contracts and other (b)
Weather Derivatives (c)
Total
(a) The gains (losses) during 2025 and 2024 are primarily attributable to changes in interest rates.
(b) The losses during 2025 and 2024 are primarily attributable to changes in the value of the CRC relative to the U.S. dollar.
(c) Amounts represent the net effect of (i) gains of $81 million and $44 million during 2025 and 2024 associated with payments pursuant to coverage under our Weather Derivatives that was triggered by Hurricanes Melissa and Beryl, respectively, and (ii) amortization of premiums associated with our Weather Derivatives.
For additional information concerning our derivative instruments, see notes 4 and 6 to our consolidated financial statements and Item 7A. Qualitative and Quantitative Disclosures about Market Risk below.
Foreign currency transaction gains or losses, net
Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled. The details of our foreign currency transaction losses, net, are as follows:
Year ended December 31,
in millions
U.S. dollar-denominated debt issued by non-U.S.dollar functional currency entities (a)
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency
Other (b)
Total
(a) The net gains are primarily due to a CRC and JMD functional currency entity.
(b) Primarily includes (i) losses upon conversion of foreign currency assets and (ii) third-party receivables and payables denominated in a currency other than an entity’s functional currency.
Losses on debt extinguishments, net
Our gains or losses on debt extinguishment generally include (i) premiums or discounts associated with redemptions and/or repurchases of debt, (ii) the write-off of unamortized deferred financing costs, premiums and/or discounts and/or (iii) breakage fees.
We recognized losses on debt extinguishment, net, of $14 million and $6 million during 2025 and 2024, respectively. The net loss during 2025 is associated with the refinancing activity at C&W. The net loss during 2024 is primarily due to (i) refinancing activity at C&W during October 2024 and (ii) the repurchase and cancellation of the Convertible Notes.
For additional information concerning our losses on debt modification and extinguishment, see note 9 to our consolidated financial statements.
Income tax benefit or expense
Liberty Latin America was formed as a corporation in Bermuda where the company has a “statutory” or “expected” tax rate of 15%, effective as of January 1, 2025. For the year ended December 31, 2024, the Bermuda statutory tax rate was 0%. The majority of our subsidiaries operate in jurisdictions where income tax is imposed at local applicable statutory rates. For additional information, see note 13 to our consolidated financial statements.
We recognized income tax benefit of $99 million and nil during 2025 and 2024, respectively.
The income tax benefit attributable to our loss before income taxes during 2025 differs from the amounts computed using the statutory tax rate, primarily due to the beneficial effects of (i) jurisdictional statutory income tax rate differential, (ii) permanent tax differences, such as non-taxable income, and (iii) changes in uncertain tax positions. These beneficial effects on our effective tax rate were partially offset by the detrimental effects of (i) cross-border tax laws and payments, (ii) changes in tax laws or rates, (iii) net decrease of tax credits, (iv) net increases in valuation allowances, (v) permanent tax differences, such as non-deductible expenses, and (vi) global minimum tax.
The income tax benefit attributable to our loss before income taxes during 2024 differs from the amounts computed using the statutory tax rate, primarily due to the beneficial effects of (i) jurisdictional rate differences, (ii) permanent tax differences such as non-taxable income, (iii) rate changes, (iv) tax credits, and (v) changes in uncertain tax positions. These beneficial effects on our effective tax rate were partially offset by the detrimental effects of (i) net increases in valuation allowances, (ii) permanent tax differences, such as non-deductible goodwill impairments and non-deductible expenses, (iii) the inclusion of withholding taxes on cross-border payments, and (iv) the expiration of deferred tax assets, which are entirely offset by valuation allowance.
Net earnings or loss
The following table sets forth selected summary financial information of our net loss:
Year ended December 31,
in millions
Operating income (loss)
Net non-operating expenses
Income tax benefit
Net loss
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 and other Employee Incentive Plan-related expense, (ii) depreciation and amortization, (iii) impairment, restructuring and other operating items, (iv) interest expense, (v) other non-operating expenses and (vi) income tax expense.
Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Liquidity and Capital Resources—Capitalization below, we expect that we will continue to report significant levels of interest expense for the foreseeable future.
Liquidity and Capital Resources
Sources and Uses of Cash
As of December 31, 2025, we have three primary “borrowing groups,” which include the respective restricted parent and subsidiary entities of C&W, Liberty Puerto Rico and Liberty Costa Rica. Our borrowing groups, which typically generate cash from operating activities, held a significant portion of our consolidated cash and cash equivalents at December 31, 2025. Our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests, foreign currency exchange restrictions with respect to certain C&W subsidiaries and other factors. For details of the restrictions on our subsidiaries to make payments to us through dividends, loans or other distributions see note 9 to our consolidated financial statements.
Cash and cash equivalents
The details of the U.S. dollar equivalent balances of our cash and cash equivalents at December 31, 2025 are set forth in the following table (in millions):
Cash and cash equivalents held by:
Liberty Latin America and corporate subsidiaries (a)
Borrowing groups (b):
Liberty Puerto Rico
Liberty Costa Rica
Total borrowing groups
Total cash and cash equivalents
(a) Represents amounts held by Liberty Latin America on a standalone basis, and its corporate subsidiaries that are outside of our borrowing groups. All of these companies rely on funds provided by our borrowing groups to satisfy their liquidity needs.
(b) Represents the aggregate amounts held by the applicable borrowing group.
(c) Includes $70 million and $30 million of cash held by operations in C&W Panama and C&W Bahamas, respectively.
Liquidity and capital resources of Liberty Latin America and its corporate 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 corporate subsidiaries, and (ii) interest and dividend income received on our and, subject to certain tax and legal considerations, our corporate subsidiaries’ cash and cash equivalents and investments. From time to time, Liberty Latin America and its corporate subsidiaries may also receive (i) proceeds in the form of distributions or loan repayments from Liberty Latin America’s borrowing groups upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Latin America and its corporate subsidiaries and (iii) proceeds in connection with the incurrence of debt by Liberty Latin America or its corporate 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 corporate 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 corporate subsidiaries may require cash in connection with (i) the repayment of third-party and intercompany debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions and other investment opportunities, (iv) the repurchase of debt securities, (v) tax payments or (vi) any funding requirements of our consolidated subsidiaries.
During 2025, we exercised some of our rights pursuant to the capped call option contracts, which resulted in 0.6 million shares being effectively repurchased and reflected in treasury stock at December 31, 2025. For additional information regarding our Share Repurchase Programs, see note 11 to our consolidated financial statements and above Part II—Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .
Liquidity and capital resources of borrowing groups
The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at December 31, 2025, see note 9 to our 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 corporate subsidiaries. The liquidity of our borrowing groups generally is used to fund capital expenditures, debt service requirements and income tax payments. From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Latin America, (iii) capital distributions to Liberty Latin America and other equity owners or (iv) the satisfaction of contingent liabilities or any other liquidity needs within our borrowing groups. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all.
For additional information regarding our cash flows, see the discussion under Liquidity and Capital Resources—Consolidated Statements of Cash Flows below.
Capitalization
We seek to maintain our debt at levels that are expected to provide for attractive equity returns without assuming undue risk. When it is cost effective, we generally seek to match the denomination of the borrowings of our subsidiaries with the functional currency of the operations that support the respective borrowings. As further discussed under Item 7A. Quantitative and Qualitative Disclosures about Market Risk and in note 6 to our consolidated financial statements, we also use derivative instruments to mitigate foreign currency and interest rate risks associated with our debt instruments.
Our ability to service or refinance our debt and, where applicable, to maintain compliance with the leverage covenants in the credit agreements of our borrowing groups is dependent primarily on our ability to maintain covenant EBITDA of our operating subsidiaries, as specified by our subsidiaries’ debt agreements ( Covenant EBITDA ), and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by incurrence-based and/or maintenance-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Covenant EBITDA of one of our borrowing groups were to decline, our ability to support or obtain additional debt in that borrowing group could be limited. No assurance can be given that we would have sufficient sources of liquidity, or that any external funding would be available on favorable terms, or at all, to fund any such required repayment. At December 31, 2025, 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 December 31, 2025, the outstanding principal amount of our debt, together with our finance lease obligations, aggregated $8,359 million, including $409 million that is classified as current in our consolidated balance sheet and $7,950 million that is not due until 2027 or thereafter. All of our debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2025. Included in the outstanding principal amount of our debt at December 31, 2025 is (i) $306 million of vendor financing obligations, which we use to finance certain of our operating expenses and property and equipment additions and are generally due within one year, other than for certain licensing arrangements that generally are due over the term of the related license, and (ii) $249 million of finance obligations related to the Tower Transactions. For additional information concerning our debt, including our debt maturities, see note 9 to our consolidated financial statements.
The weighted average interest rate in effect at December 31, 2025 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin, was 7.3%. The interest rate is generally based on stated rates and does not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. The weighted average impact of the derivative instruments on our borrowing costs at December 31, 2025 was as follows:
Borrowing group
Decrease to borrowing costs
Liberty Costa Rica
Liberty Latin America borrowing groups
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 6.8% at December 31, 2025.
We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our debt maturities grow in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete refinancing transactions or otherwise extend our debt maturities. In this regard, it is difficult to predict how political, economic and social conditions, sovereign debt concerns or any adverse regulatory developments will impact the credit and equity markets we access and our future financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, and (ii) tightening of the credit markets. In addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.
Consolidated Statements of Cash Flows
General. Our cash flows are subject to variations due to FX. For further information, see related discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk below.
Summary. Our 2025 and 2024 consolidated statements of cash flows are summarized as follows:
Year ended December 31,
Change
in millions
Net cash provided by operating activities
Net cash used by investing activities
Net cash used by financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Operating Activities. The increase in cash provided by operating activities is primarily due to the net effect (i) an increase in Adjusted OIBDA, (ii) an increase associated with lower interest payments, (iii) a decrease resulting from higher tax payments, and (iv) a net increase of $13 million associated with derivatives, which includes the impact of proceeds related to our Weather Derivatives of $81 million in connection with Hurricane Melissa in 2025 and $44 million in connection with Hurricane Beryl in 2024.
Investing Activities. The cash used by investing activities during the year ended December 31, 2025 primarily relates to (i) $500 million used for the purchase of capital expenditure, as further discussed below, and (ii) $80 million associated with the purchase of investment, primarily related to our investment in WOW and certain additional investments in our Liberty Caribbean segment. Cash used by investing activities during the year ended December 31, 2024 primarily relates to (i) $540 million used for the purchase of capital expenditure, as further discussed below, (ii) $95 million used for the LPR Acquisition, and (iii) $47 million associated with the purchase of investment, primarily related to our investment in WOW.
The capital expenditures, net, that we report in our consolidated statements of cash flows, which relates to cash paid for property and equipment, does not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures, net, as reported in our consolidated statements of cash flows, and (ii) our total property and equipment additions, which include our capital expenditures, net, on an accrual basis and amounts financed under capital-related vendor financing or finance lease arrangements.
A reconciliation of our property and equipment additions to our capital expenditures, net, as reported in our consolidated statements of cash flows, is set forth below:
Year ended December 31,
in millions
Property and equipment additions
Assets acquired under capital-related vendor financing arrangements
Assets acquired under finance leases
Changes in current liabilities related to capital expenditures and other
Capital expenditures, net
The decrease in our property and equipment additions during the year ended December 31, 2025, as compared to 2024, is primarily due to the net effect of (i) decreases in new build and upgrade and in products and enablers. During the years ended December 31, 2025 and 2024, our property and equipment additions represented 14.4% and 16.3% of revenue, respectively.
Financing Activities. During the year ended December 31, 2025, we generated $44 million in cash from financing activities, primarily due to (i) $71 million in net debt borrowings, (ii) $73 million in distributions to noncontrolling interest owners, primarily related to C&W Panama and C&W Bahamas, (iii) $56 million in payments for financing costs and debt redemption premiums and (iv) $19 million in net cash received related to derivative instruments. During 2024, we used $386 million of cash for financing activities, primarily due to the net impact of (i) $257 million in net debt repayment, (ii) $83 million of cash outflows associated with the repurchase of Liberty Latin America common shares, (iii) $55 million in payments related to distributions to noncontrolling interest owners in C&W Panama, C&W Bahamas and Liberty Costa Rica, (iv) $43 million of net cash inflows related to derivative instruments, primarily related to the amendment of certain interest rate derivative contracts at Liberty Caribbean and Liberty Puerto Rico, and (v) $18 million of payments for financing costs and debt premiums.
Off Balance Sheet Arrangements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
Contractual Commitments
The following table sets forth the U.S. dollar equivalents of our debt and certain other contractual obligations and commitments as of December 31, 2025.
Payments due by period
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
in millions
Debt (excluding interest)
Operating leases
Other (a)
Total (b)
Projected cash interest payments on debt and finance lease obligations (c)
(a) Amounts primarily represent (i) obligations due related to the LPR Acquisition, as described in note 5 to our consolidated financial statements, (ii) obligations due related to the LCR NCI Transaction, (iii) guaranteed minimum commitments associated with (a) our CPE and mobile handset device contractual obligations and (b) programming fees under multi-year contracts typically based on a rate per customer or stated annual fee, and (iv) finance leases, excluding interest.
(b) The commitments included in this table do not reflect any liabilities that are included in our December 31, 2025 consolidated balance sheet other than debt, finance lease obligations and operating lease obligations. Our liability for uncertain tax positions, including accrued interest, in the various jurisdictions in which we operate ($43 million at December 31, 2025) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation. For additional information regarding our liability for uncertain tax positions, see note 13 to our consolidated financial statements.
(c) Amounts are based on interest rates, interest payment dates, commitment fees and contractual maturities in effect as of December 31, 2025. 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 operating leases, debt and finance lease obligations and commitments, see notes 8, 9 and 16, respectively, to our 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 7A. 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 2025, 2024 and 2023, see note 6 to our consolidated financial statements. For information regarding our defined benefit plans, see note 10 to our consolidated financial statements.
Critical Accounting Policies, Judgments and Estimates
In connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which could potentially result in materially different results under different assumptions and conditions. We believe the following accounting policies are critical in the preparation of our consolidated financial statements because of the judgment necessary to account for these matters and the significant estimates involved, which are susceptible to change:
• Impairment of property and equipment and intangible assets (including goodwill); and
• Fair value measurements in acquisition accounting.
For additional information concerning our significant accounting policies, see note 3 to our consolidated financial statements.
Impairment of Property and Equipment and Intangible Assets
The aggregate carrying value of our property and equipment and intangible assets (including goodwill) that was held for use comprised 70% of our total assets at December 31, 2025.
When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and other indefinite-lived intangible assets) to determine whether such carrying amounts are recoverable. Circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable may include (i) the impact of natural disasters such as hurricanes, (ii) an expectation of a sale or disposal of a long-lived asset or asset group, (iii) adverse changes in market or competitive conditions, (iv) an adverse change in legal factors or business climate in the markets in which we operate and (v) operating or cash flow losses. For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level. A reporting unit is an operating segment or one level below an operating segment. If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized. Such adjustment is measured by the amount that the carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering (i) sale prices for similar assets, (ii) discounted estimated future cash flows using an appropriate discount rate and/or (iii) estimated replacement cost. Assets to be disposed of by sale are recorded at the lower of their carrying amount or fair value less costs to sell.
We evaluate goodwill and other indefinite-lived intangible assets (primarily spectrum licenses and cable television franchise rights) for impairment at least annually on July 1 and whenever facts and circumstances indicate that the fair value of a reporting unit or an indefinite-lived intangible asset may be less than its carrying value. When evaluating goodwill and other indefinite-lived intangible assets for impairment, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangible asset may be impaired. In the case of goodwill, if it is more likely than not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. Goodwill impairment is measured as the excess of a reporting unit’s carrying value over its fair value and is recognized as an impairment in our consolidated statement of operations. With respect to other indefinite-lived intangible assets, if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we then estimate its fair value and any excess of the carrying value over the fair value is also recognized as an impairment in our consolidated statement of operations.
Considerable management judgment is used to estimate the fair value of reporting units and underlying long-lived and indefinite-lived assets. We typically determine fair value of a reporting unit or of a long-lived asset or asset group using a discounted cash flow analysis under the income approach to valuation. Our discounted cash flow analysis is based on assumptions in our long-range business plans, and the timing and amount of future cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted OIBDA margins and expected property and equipment additions. Our determination of the discount rate is based on a weighted average cost of capital approach, which uses a market participant’s cost of equity and after-tax cost of debt and reflects certain risks inherent in the future cash flows. The development of these cash flows and the discount rate applied to the cash flows are subject to inherent uncertainties, and actual results could vary significantly from such estimates.
To determine the fair value of indefinite-lived spectrum licenses, we typically apply the market approach. Under the market approach, we maximize the use of observable inputs by leveraging data obtained from spectrum auctions and secondary market transactions involving comparable spectrum licenses to derive indications of fair value. We may further discount indicated
values to account for the relative utility of the specific frequencies we own. The selection of comparable transactions and the application of discounts to the indicated value of a particular frequency involves judgment.
We recorded (i) impairments of $494 million of indefinite-lived spectrum licenses related to Liberty Puerto Rico during 2025 and (ii) goodwill impairments of $516 million related to Liberty Puerto Rico during 2024. For additional information regarding certain impairments recorded during 2025, 2024 and 2023, see notes 4 and 7 to our consolidated financial statements.
Fair Value Measurements in Acquisition Accounting
The application of acquisition accounting requires that we make fair value determinations as of the applicable valuation date. In making these determinations, we are required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, market comparables and discount rates, remaining useful lives of long-lived assets, replacement or reproduction costs of property and equipment and the amounts to be recovered in future periods from acquired net operating losses and other deferred tax assets. To assist us in making these fair value determinations, we may engage third-party valuation specialists. Our estimates in this area impact, among other items, the measurement of goodwill as well as future amounts of depreciation and amortization and income tax expense or benefit that we report. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. A significant portion of our long-lived assets were initially recorded through the application of acquisition accounting.
For additional information, including the specific weighted average discount rates we used to complete certain non-recurring valuations, see note 4 to our consolidated financial statements. For information regarding our acquisitions and long-lived assets, see notes 5 and 7, respectively, to our consolidated financial statements.
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- Ticker
- LILA
- CIK
0001712184- Form Type
- 10-K
- Accession Number
0001712184-26-000023- Filed
- Feb 18, 2026
- Period
- Dec 31, 2025 (Q4 25)
- Industry
- Cable & Other Pay Television Services
External resources
Permalink
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