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Millicom International Cellular SA – ‘20-F’ for 12/31/23

On:  Tuesday, 3/12/24, at 1:53pm ET   ·   For:  12/31/23   ·   Accession #:  1628280-24-10449   ·   File #:  1-38763

Previous ‘20-F’:  ‘20-F’ on 2/28/23 for 12/31/22   ·   Latest ‘20-F’:  This Filing   ·   5 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  Millicom Int’l Cellular SA        20-F       12/31/23  117:76M                                    Workiva Inc Wde… FA01/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   5.33M 
                Non-Canadian Issuer                                              
 2: EX-4.14     Instrument Defining the Rights of Security Holders  HTML    475K 
 3: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     39K 
 6: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     34K 
 7: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     34K 
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     58K 
                Awarded Compensation                                             
 4: EX-12.1     Statement re: the Computation of Ratios             HTML     38K 
 5: EX-12.2     Statement re: the Computation of Ratios             HTML     38K 
 8: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     33K 
15: R1          Cover                                               HTML    101K 
16: R2          Audit Information                                   HTML     38K 
17: R3          Consolidated statement of income                    HTML     95K 
18: R4          Consolidated statement of income (Parenthetical)    HTML     36K 
19: R5          Consolidated statement of comprehensive income      HTML     68K 
20: R6          Consolidated statement of financial position        HTML    155K 
21: R7          Consolidated statement of cash flows                HTML    155K 
22: R8          Consolidated statement of changes in equity         HTML     95K 
23: R9          Consolidated statement of changes in equity         HTML     51K 
                (Parenthetical)                                                  
24: R10         Introduction                                        HTML    107K 
25: R11         The Millicom Group                                  HTML    221K 
26: R12         Performance                                         HTML    532K 
27: R13         Capital structure and financing                     HTML    429K 
28: R14         Financial risk management                           HTML    163K 
29: R15         Long-term assets                                    HTML    328K 
30: R16         Other assets and liabilities                        HTML    101K 
31: R17         Additional disclosure items                         HTML    169K 
32: R18         Subsequent events                                   HTML     39K 
33: R19         Introduction (Policies)                             HTML    172K 
34: R20         Introduction (Tables)                               HTML     70K 
35: R21         The Millicom Group (Tables)                         HTML    206K 
36: R22         Performance (Tables)                                HTML    524K 
37: R23         Capital structure and financing (Tables)            HTML    396K 
38: R24         Financial risk management (Tables)                  HTML    201K 
39: R25         Long-term assets (Tables)                           HTML    306K 
40: R26         Other assets and liabilities (Tables)               HTML    101K 
41: R27         Additional disclosure items (Tables)                HTML    160K 
42: R28         Introduction - Business activities (Details)        HTML     42K 
43: R29         Introduction - Foreign exchange rates (Details)     HTML     72K 
44: R30         Introduction - Change in accounting estimate        HTML     45K 
                (Details)                                                        
45: R31         The Millicom Group - A.1. Subsidiaries (Details)    HTML     93K 
46: R32         The Millicom Group - A.1.2. Acquisition of          HTML     69K 
                subsidiaries and changes in non-controlling                      
                interests in subsidiaries Narrative (Details)                    
47: R33         The Millicom Group - A.1.3. Disposal of             HTML    116K 
                subsidiaries and decreases in non-controlling                    
                interests of subsidiaries (Details)                              
48: R34         The Millicom Group - A.1.4. Summarized financial    HTML    105K 
                information (Details)                                            
49: R35         The Millicom Group - A.2. Joint Ventures (Details)  HTML     79K 
50: R36         The Millicom Group - A.2.2. Material Joint          HTML    135K 
                Ventures - Honduras and Guatemala (Details)                      
51: R37         The Millicom Group - A.2.3 Impairment of            HTML     40K 
                Investments in Joint Ventures (Details)                          
52: R38         The Millicom Group - A.3. Investments in            HTML     46K 
                associates (Details)                                             
53: R39         The Millicom Group - A.4.2 Discontinued Operations  HTML     88K 
                (Details)                                                        
54: R40         Performance B.1.1 Accounting for revenue (Details)  HTML     53K 
55: R41         Performance B.2. Expenses (Details)                 HTML    107K 
56: R42         Performance B.3. Segment Information - Narrative    HTML     42K 
                (Details)                                                        
57: R43         Performance B.3. Segmental Information - Revenue,   HTML    147K 
                operating profit (loss), EBITDA, and other                       
                (Details)                                                        
58: R44         Performance B.4. People (Details)                   HTML     57K 
59: R45         Performance B.4.1. Share-based compensation - Cost  HTML     47K 
                of share based compensation (Details)                            
60: R46         Performance B.4.1. Share-based compensation -       HTML    102K 
                Narrative (Details)                                              
61: R47         Performance B.4.1. Share-based compensation -       HTML     58K 
                Assumptions (Details)                                            
62: R48         Performance B.4.1. Share-based compensation - Plan  HTML    100K 
                awards and shares expected to vest (Details)                     
63: R49         Performance B.4.2. Pension and other long-term      HTML     54K 
                employee benefit plans (Details)                                 
64: R50         Performance B.4.3. Directors and executive          HTML    108K 
                management (Details)                                             
65: R51         Performance B.5. Other non-operating (Expenses)     HTML     62K 
                Income, Net (Details)                                            
66: R52         Performance B.6.1 Income tax expense (Details)      HTML    114K 
67: R53         Performance B.6.3 Deferred tax (Details)            HTML    120K 
68: R54         Performance B.7. Earnings Per Share (Details)       HTML     79K 
69: R55         Capital structure and financing - C.1. Share        HTML    126K 
                capital and other equity reserves (Details)                      
70: R56         Capital structure and financing - C.2. Dividend     HTML     35K 
                distributions (Details)                                          
71: R57         Capital structure and financing - C.3. Debt and     HTML     80K 
                financing (Details)                                              
72: R58         Capital structure and financing - C.3.1. Bond       HTML   1.21M 
                financing (Details)                                              
73: R59         Capital structure and financing - C.3.2. Bank and   HTML    443K 
                Development Financial Institution financing                      
                (Details)                                                        
74: R60         Capital structure and financing - C.3.3. Interest   HTML     44K 
                and other financial expenses (Details)                           
75: R61         Capital structure and financing - C.3.4.            HTML     52K 
                Guarantees and pledged assets (Details)                          
76: R62         Capital structure and financing - C.4. Lease        HTML     44K 
                liability (Details)                                              
77: R63         Capital structure and financing - C.5. Cash and     HTML     50K 
                deposits (Details)                                               
78: R64         Capital structure and financing - C.6. Net          HTML     44K 
                financial obligations, table 1 (Details)                         
79: R65         Capital structure and financing - C.6. Net          HTML     94K 
                finnacial obligations, table 2 (Details)                         
80: R66         Capital structure and financing - C.7.2. Fair       HTML    111K 
                value of financial Instruments (Details)                         
81: R67         Capital structure and financing - C.7.4. Call and   HTML     52K 
                put options (Details)                                            
82: R68         Financial risk management - D. Financial risk       HTML     45K 
                management (Details)                                             
83: R69         Financial risk management - D.1. Interest rate      HTML     39K 
                risk (Details)                                                   
84: R70         Financial risk management - D.1.1. Fixed and        HTML     85K 
                floating rate debt (Details)                                     
85: R71         Financial risk management - D.1.2. Interest rate    HTML     65K 
                swap contracts (Details)                                         
86: R72         Financial risk management - D.2.1. Debt             HTML     68K 
                denominated in US Dollars and other currencies                   
                (Details)                                                        
87: R73         Financial risk management - D.5. Liquidity risk     HTML    113K 
                (Details)                                                        
88: R74         Financial risk management - D.6. Capital            HTML     52K 
                management (Details)                                             
89: R75         Long-term assets - E.1.1. Accounting for            HTML     45K 
                intangible assets (Details)                                      
90: R76         Long-term assets - E.1.3. Movement in intangible    HTML    109K 
                assets (Details)                                                 
91: R77         Long-term assets - E.1.4. Cash used for the         HTML     39K 
                purchase of intangible assets (Details)                          
92: R78         Long-term assets - E.1.5. Goodwill and indefinite   HTML     60K 
                useful life trademarks (Details)                                 
93: R79         Long-term assets - E.1.6. Impairment testing of     HTML     94K 
                goodwill (Details)                                               
94: R80         Long-term assets - E.2.1. Accounting for property,  HTML     50K 
                plant and equipment (Details)                                    
95: R81         Long-term assets - E.2.2. Movements in tangible     HTML     96K 
                assets (Details)                                                 
96: R82         Long-term assets - E.2.3. Cash used for the         HTML     44K 
                purchase of tangible assets (Details)                            
97: R83         Long-term assets - E.3 Right of use assets          HTML    109K 
                (Details)                                                        
98: R84         Other assets and liabilities F.1. Trade             HTML     65K 
                receivables (Details)                                            
99: R85         Other assets and liabilities F.2. Inventories       HTML     41K 
                (Details)                                                        
100: R86         Other assets and liabilities F.3. Trade payables    HTML     35K  
                (Details)                                                        
101: R87         Other assets and liabilities F.4.1. Current         HTML     53K  
                provisions and other liabilities (Details)                       
102: R88         Other assets and liabilities F.4.2. Non-current     HTML     47K  
                provisions and other liabilities (Details)                       
103: R89         Other assets and liabilities F.4.3. Non-current     HTML     70K  
                payables and accruals for capital expenditure                    
                (Details)                                                        
104: R90         Other assets and liabilities F.5. Assets and        HTML     70K  
                liabilities related to contract with customers                   
                (Details)                                                        
105: R91         Additional disclosure items G.1 Fees to auditors    HTML     43K  
                (Details)                                                        
106: R92         Additional disclosure items G.2.1. Capital          HTML     40K  
                commitments (Details)                                            
107: R93         Additional disclosure items G.3.1. Litigation and   HTML     43K  
                legal risks (Details)                                            
108: R94         Additional disclosure items G.3.2. Tax related      HTML     54K  
                risks and uncertain tax position (Details)                       
109: R95         Additional disclosure items G.4. Non-cash           HTML     41K  
                investing and financing activity (Details)                       
110: R96         Additional disclosure items G.5. Related party      HTML     81K  
                balances and transactions (Details)                              
111: R97         Additional disclosure items G.6. Colombia           HTML    387K  
                Unrestricted Subsidiaries (Details)                              
112: R98         Subsequent events (Details)                         HTML     78K  
114: XML         IDEA XML File -- Filing Summary                      XML    214K  
117: XML         XBRL Instance -- tigo-20231231_htm                   XML   8.16M  
113: EXCEL       IDEA Workbook of Financial Report Info              XLSX    496K  
11: EX-101.CAL  XBRL Calculations -- tigo-20231231_cal               XML    466K 
12: EX-101.DEF  XBRL Definitions -- tigo-20231231_def                XML   2.07M 
13: EX-101.LAB  XBRL Labels -- tigo-20231231_lab                     XML   3.82M 
14: EX-101.PRE  XBRL Presentations -- tigo-20231231_pre              XML   2.64M 
10: EX-101.SCH  XBRL Schema -- tigo-20231231                         XSD    543K 
115: JSON        XBRL Instance as JSON Data -- MetaLinks              737±  1.15M  
116: ZIP         XBRL Zipped Folder -- 0001628280-24-010449-xbrl      Zip   1.96M  


‘20-F’   —   Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Message
"Presentation of Financial and Other Information
"Forward-Looking Statements
"Consolidated Management Report
"Part I
"Key Information
"Risk Factors
"D. Risk Factors
"Risk Management
"Information on the Company
"History and Development of the Company
"A. History and Development of the Company
"Business Overview
"B. Business Overview
"C. Research and Development, Patents and Licenses, etc
"D. Property, Plant and Equipment
"Organizational Structure and Subsidiaries
"C. Organizational Structure
"Unresolved Staff Comments
"Operating and Financial Review and Prospects
"Operating Results
"A. Operating Results
"Liquidity and Capital Resources
"B. Liquidity and Capital Resources
"Trend Information
"D. Trend Information
"Directors, Senior Management and Employees
"Directors and Senior Management
"A. Directors and Senior Management
"Compensation
"B. Compensation
"Employees
"D. Employees
"Financial Information
"Consolidated Statements and Other Financial Information
"A. Consolidated Statements and Other Financial Information
"Significant Changes
"B. Significant Changes
"The Offer and Listing
"A. Offer and Listing Details
"C. Markets
"Additional Information
"Related Party Transactions
"B. Related Party Transactions
"Material Contracts
"C. Material Contracts
"Exchange Controls
"D. Exchange Controls
"E. Taxation
"Documents on Display
"H. Documents on Display
"Quantitative and Qualitative Disclosures About Risk
"Item 11. Quantitative and Qualitative Disclosures About
"Market
"Risk
"Controls and Procedures
"A. Disclosure Controls and Procedures
"Disclosure Controls and Procedures
"B. Management's Annual Report on Internal Control over Financial Reporting
"C. Report of Independent Registered Public Accounting Firm
"Report of Independent Registered Public Accounting Firm on the Internal Control over Financial Reporting
"D. Changes in Internal Control over Financial Reporting
"Audit
"And Compliance
"Committee Financial Expert
"Item 16A. Audit Committee Financial Expert
"Item 16B. Code of Ethics
"130
"Item 16G. Corporate Governance
"Corporate Governance Statement and Framework
"Shareholders and Representation of Shareholders
"133
"A. Major Shareholders
"Board Governance
"101
"C. Board Practices
"136
"Board Profile: Skills and Experience
"105
"E. Share Ownership
"144
"Board Program
"108
"Board Committees
"110
"I. Audit and Compliance Committee
"111
"II. Compensation and Talent Committee
"115
"And T
"Alen
"Committee's Report section
"128
"Committee's Report
"127
"Millicom CEO and Executive Team
"129
"131
"Item 16C. Principal Accountant Fees and Services
"Purchases of Equity Securities
"Part Iii
"Financial Statements
"Item
"17 and 18. FINANCIAL STATEMENTS
"132
"Exhibits
"180
"F-2
"F-1

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As filed with the Securities and Exchange Commission on March 12, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  i 20-F
(Mark One)
 i     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 i     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended  i  i December 31, 2023 / 
OR
 i     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                           to                          .
OR
 i     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report                                  
Commission file number:  i 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact name of Registrant as specified in its charter)
 i Grand Duchy of Luxembourg
(Jurisdiction of incorporation)
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)
 i Mauricio Ramos
Chief Executive Officer
Millicom International Cellular S.A.
 i  i 2, Rue du Fort Bourbon / ,
L i  i -1249 /   i  i Luxembourg / 
 i  i Grand Duchy of Luxembourg / 
Phone: + i 352  i 691 750960 / +1 908 463 8588
Email:  i investors@millicom.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
 i Common Shares, par value $1.50 per share
 i TIGO
 i The Nasdaq Stock Market LLC








1



Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
 i 172,096,305 common shares as of December 31, 2023
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 i Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes  i No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 i Yes x No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 i Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 i Large Accelerated Filer x    Accelerated Filer ☐    Non-accelerated Filer ☐    Emerging growth company  i 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes  i  No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Yes No  i 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Yes No

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐    U.S. GAAP
2


x     i International Financial Reporting Standards as issued by the International Accounting Standards Board
☐    Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17    ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes i  No x

3




Annual Report on Form 20-F
2023
4


TABLE OF CONTENTS
PAGE
Risk Management (including Cybersecurity)
Directors and Senior Management (including Share Ownership)
Taxation
Shareholders and Representation of Shareholders (Including Major Shareholders and Nomination Committee)
5


          Board Program
          Board Committees
               I. Audit and Compliance Committee
               II. Compensation and Talent Committee


6


FORM 20-F CROSS REFERENCE GUIDE
Item in Form 20F
Cross-Reference to Consolidated Management Report
Pages
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSNone - Not Applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLENone - Not Applicable
Key Information
A. Reserved
B. Capitalization and IndebtednessNone - Not Applicable
C. Reasons for the Offer and Use of ProceedsNone - Not Applicable
Key Information - Risk Factors
Information on the Company
Information on the Company - History and Development of the Company
Information on the Company - Business Overview
Information on the Company - Organizational Structure and Subsidiaries
Information on the Company - Business Overview
Information on the Company - Unresolved Staff Comments
Operating and Financial Review and Prospects
Operating and Financial Review and Prospects - Operating Results
Operating and Financial Review and Prospects - Liquidity and Capital Resources
Information on the Company - Business Overview
Operating and Financial Review and Prospects - Trend Information
E. Critical Accounting Estimates
Not Applicable
Directors, Senior Management and Employees
Corporate Governance - Board Governance - Board Profile: Skills and Experience; Corporate Governance - Millicom CEO and Executive Team
117
Directors, Senior Management and Employees - Compensation
Corporate Governance - Board Governance
Directors, Senior Management and Employees - Employees
7


Corporate Governance - Board Profile: Skills and Experience; Corporate Governance - Millicom CEO and Executive Team
F. Disclosure of a Registrant's Action to Recover Erroneously Awarded CompensationNone - Not Applicable
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSSee 2 following lines
Corporate Governance - Shareholders and Representation of Shareholders
Additional Information - Related Party Transactions
C. Interests of Experts and CounselNone - Not Applicable
Financial Information
Financial Information - Consolidated Statements and Other Financial Information
Financial Information - Significant Changes
The Offer and Listing
The Offer and Listing - Offer and Listing Details
B. Plan of DistributionNone - Not Applicable
The Offer and Listing
D. Selling ShareholdersNone - Not Applicable
E. DilutionNone - Not Applicable
F. Expenses of the IssueNone - Not Applicable
Additional Information
A. Share CapitalNone - Not Applicable
B. Memorandum and Articles of Association
Corporate Governance - Corporate Governance Statement and Framework
Additional Information - Material Contracts
Additional Information - Exchange Controls
Additional Information - Taxation
F. Dividends and Paying AgentsNone - Not Applicable
G. Statement by ExpertsNone - Not Applicable
Additional Information - Documents on Display
I. Subsidiary InformationNone - Not Applicable
J. Annual Report to Security Holders
None - Not Applicable
Quantitative and Qualitative Disclosures about Risk
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESNone - Not Applicable
A. Debt SecuritiesNone - Not Applicable
B. Warrants and RightsNone - Not Applicable
C. Other SecuritiesNone - Not Applicable
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D. American Depositary SharesNone - Not Applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNone - Not Applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSNone - Not Applicable
Controls and Procedures
Controls and Procedures
Controls and Procedures
Controls and Procedures
Controls and Procedures
ITEM 16. RESERVED
Audit and Compliance Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Item 16D. Exemptions from the Listing Standards for Audit CommitteesNone - Not Applicable
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Purchases of Equity Securities
Item 16F. Change in Registrant's Certifying AccountantNone - Not Applicable
Corporate Governance - Corporate Governance Statement
Item 16H. Mine Safety DisclosureNone - Not Applicable
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNone - Not Applicable
Item 16J. Insider Trading Policies
Corporate Governance - Board Governance
Item 16K. Cybersecurity
Risk Management
Financial Statements
ITEM 19. EXHIBITS
Exhibits
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CEO MESSAGE
When I joined Millicom as CEO in March 2015, the company was at a crossroads.

We were #1 or #2 in mobile in most of our Latin American markets, but the company had yet to deploy the 4G networks that would be needed to protect its market leadership. Moreover, cash flow generation from Latin America was being re-invested in Africa, where Millicom had sub-scale operations in six countries scattered across the continent.

One of my first decisions was to exit all of our African investments, and to re-deploy this capital to protect and extend our market leadership in Latin America. Exiting Africa was easier said than done, but over the course of several years, we successfully divested six telecom operations and investments in two non-core assets, completing our exit from the region.

Meanwhile, in our core Latin American markets, we stepped up our investments. We quickly deployed 4G networks to protect and extend our mobile market leadership. We built extensive fiber networks and world-class Tier 3 data centers to provide additional services to both residential and B2B customers. In Colombia, the 2014 merger with UNE had left the company with a legacy copper network that we replaced with fiber-cable. In 2020, we acquired low-frequency spectrum that had historically handicapped Tigo’s competitiveness in that mobile market. Similarly, we acquired AWS spectrum in El Salvador, paving the way for renewed growth and increased scale and profitability from both of these markets.

Along the way and with a clear sense of purpose, we assembled a more diverse and inclusive workforce and became an employer of choice, we strengthened our brand and improved customer experience with robust networks and digital tools, and we made external commitments to do our part to help mitigate climate change.

We also made a few key strategic decisions. In 2018, we entered the Panamanian market, and we are now the clear market leader in what is arguably the fastest-growing economy and most stable country in the region. During the pandemic, we remained steadfast in executing our investment plans, emerging with higher market shares in several markets. In 2021, we increased to 100% our ownership in our Guatemala business, our most-profitable operation, by far.

During 2022 however, it became increasingly clear that our work wasn’t quite done, especially as global inflation and interest rates spiked, putting additional pressure on both our cash flow and our leverage.

We responded to these unforeseen external challenges, with three key initiatives implemented during 2023. First, we developed Project Everest, a broad-based efficiency program aimed at simplifying internal processes to lift productivity and reduce cost. Second, we took additional steps to improve cash flow in Colombia, reaching an agreement with Telefonica to combine our mobile networks and spectrum in that country. Finally, in Guatemala, we re-balanced the industry’s spectrum holdings following two successful auctions, paving the way to a more stable market structure in the future.

Successful execution of these three initiatives in 2023, combined with the significant investments and strategic decisions made over the last several years, position Millicom to deliver robust and sustainable equity free cash flow going forward.

In closing, and on behalf of the entire management team, I would like to thank my fellow Board members for contributing their business expertise and industry knowledge. I want to extend the entire Board’s gratitude to Odilon Almeida, Lars-Johan Jarnheimer, Mercedes Johnson, James Thompson, and José Antonio Rios García for their invaluable contributions over the past several years. And finally, the entire Tigo team express our heartfelt sorrow following the untimely passing of Nicolas Jaeger, our esteemed Board member, colleague, and friend.

Executive Director, CEO and Interim Chair of the Board of Directors



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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial statement information
We have included in this Annual Report the Millicom Group’s (as defined below) audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. The Millicom Group’s audited consolidated financial statements included herein and the accompanying notes thereto have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). We end our fiscal year on December 31. References to fiscal 2023, fiscal 2022 and fiscal 2021 refer to the years ended December 31, 2023, 2022 and 2021, respectively.
Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker (the "CODM") to make strategic and operational decisions from both a business and geographic perspective. Our risks and rates of return for our operations were predominantly affected by operating in different geographical regions. Until the divestiture of our Tanzania business in April 2022, we had businesses in two main regions, Latin America and Africa, which constituted our two reportable segments. As a result of the sale of the Tanzania business and its reclassification as discontinued operations, we no longer report an Africa segment in our consolidated financial statements included elsewhere in this Annual Report. Further, during the latter half of 2023, we implemented significant organizational changes to focus on driving profitable growth with a leaner corporate structure. We also adopted a decentralized approach to streamline decision-making processes and enhance agility to improve profitability and shareholder value. Due to these organizational changes, and considering the information now being reviewed by the CODM to assess performance and allocate resources, our operating segments were redefined to align with our countries of operation. Our reportable segments now consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other, which includes Nicaragua, Costa Rica and El Salvador. See “Operating and Financial Review and Prospects—Operating Results —Our segments.”
Presentation of data
We present operational and financial data in this Annual Report. Operational data, such as the number of customers, unless otherwise indicated, are presented for the Millicom Group, including our subsidiaries, and excluding our operations in Guatemala, before November 12, 2021 as explained below, and our Honduras joint venture.
Financial data is presented either at a consolidated level or at a segmental level, as derived from our consolidated financial statements, including the notes thereto. At a consolidated level, we account for our operations in Honduras and our operations in Guatemala up until November 12, 2021 as joint ventures using the equity method of accounting. At a segmental level, we account for our operations in Honduras and our operations in Guatemala up until November 12, 2021 as if they were fully consolidated, as this reflects the way management views and uses internally reported information to make decisions.
We have made rounding adjustments to reach some of the figures included in this Annual Report. Accordingly, figures shown as totals in some tables may not be an exact arithmetic aggregation of the figures that preceded them and percentage calculations using these adjusted figures may not result in the same percentage values as are shown in this Annual Report.





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Certain references
Unless the context otherwise requires, references to the “Company” or “MIC S.A.” refer only to Millicom International Cellular S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, and the terms “Millicom,” “Millicom Group,” “our Group,” “we,” “us” and “our” refer to Millicom International Cellular S.A. and its consolidated subsidiaries and, where applicable, our joint ventures in Guatemala (that is, prior to the acquisition of the remaining interest) and Honduras.
Unless otherwise indicated, all references to “U.S. dollars,” “dollars” or “$” are to the lawful currency of the United States of America; all references to “Euro” or “€” are to the lawful currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; and all references to “Swedish Krona” or “SEK” are to the lawful currency of the Kingdom of Sweden. For a list of the functional currency names and abbreviations in the markets in which we operate, see the introduction to the notes to our audited consolidated financial statements.

FORWARD-LOOKING STATEMENTS
This Annual Report contains statements that constitute “forward-looking” statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended. This Annual Report contains certain forward-looking statements concerning our intentions, beliefs or current expectations regarding our future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the industries and countries in which we operate. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries and the economic, political and legal environments in which we operate and other information that is not historical information.
Many of the forward-looking statements contained in this Annual Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. These statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intent, belief or current expectations with respect to:
global economic conditions, foreign exchange rate fluctuations and high inflation, as well as local economic conditions in the markets we serve, which can be impacted by geopolitical developments outside of our principal geographic markets;
potential disruption due to diseases, pandemics (including the COVID-19 virus), political events, armed conflict and acts by terrorists;
telecommunications usage levels, including traffic, customer growth and the accelerated transition from traditional to digital services;
competitive forces, including pricing pressures, piracy, the ability to connect to other operators’ networks and our ability to retain market share in the face of competition from existing and new market entrants as well as industry consolidation;
the achievement of our operational goals, financial targets and strategic plans, including the anticipated efficiencies and savings of our cost-reduction project, the acceleration of cash flow growth and the expansion of our fixed broadband network;
legal or regulatory developments and changes, or changes in governmental policy, including with respect to the availability and terms and conditions of spectrum and licenses, the level of tariffs, laws and regulations which require the provision of services to customers without charging, tax matters, controls or limits on the purchase of U.S. dollars, the terms of interconnection, customer access and international settlement arrangements;
the achievement of environmental, social and governance targets, including through the use of solar panels and other methods that aim to lower the energy consumption of our networks, such as the increased implementation of Fiber-to-the-Home ("FTTH"), and various diversity, equity and inclusion targets;
our ability to grow our mobile financial services business in our Latin American markets;
adverse legal or regulatory disputes or proceedings;
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the success of our business, operating and financing initiatives and strategies, including partnerships and capital expenditure plans;
our expectations regarding the growth in fixed broadband penetration rates and the return that our investment in broadband networks will yield;
the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new markets, the successful deployment of new systems and applications to support new initiatives;
our ability to create a new organizational structure for the Tigo Money business and manage it independently to enhance its value;
our ability to optimize the utilization and capital structure of our tower assets, and increase our network coverage, capacity and quality of service by focusing capital on other fixed assets;
relationships with key suppliers and costs of handsets and other equipment;
disruptions in our supply chain due to economic and political instability, the outbreak of war or other hostilities, public health emergencies, natural disasters and general business conditions;
our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely and cost-effective manner, divest or restructure assets and businesses, and achieve the expected benefits of such transactions;
the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the ability to achieve cost savings and realize productivity improvements;
technological development and evolving industry standards, including challenges in meeting customer demand for new technology and the cost of upgrading existing infrastructure;
the capacity to upstream cash generated in operations through dividends, royalties, management fees and repayment of shareholder loans;
other factors or trends affecting our financial condition or results of operations; and
various other factors, including without limitation those described under “Key Information—Risk Factors.”
This list of important factors is not exhaustive. You should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environments in which we operate. Forward-looking statements are only our current expectations and are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including, but not limited to, those identified under the section of this Annual Report entitled “Key Information—Risk Factors.”
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CONSOLIDATED MANAGEMENT REPORT
KEY INFORMATION

Risk Factors
In addition to the other information contained in this Annual Report, you should carefully consider the following risk factors before investing in our common shares. If any of the possible events described below were to occur, the business, financial condition and results of operations of the Millicom Group could be materially and adversely affected. If that happens, the market price of our common shares could decline, and you could lose all or part of your investment.
Summary of Risk Factors
The following is a summary of the risk factors our business faces. The list below is not exhaustive, and investors should read this "Risk Factors" section in full. Some of the risks we face include:
our ability to adapt to rapid technological change and continually evolving industry standards;
our ability to generate expected returns on substantial investments;
our ability to expand our customer base and retain market share by developing and operating our mobile, cable and broadband networks, Mobile Financial Services ("MFS") and distribution systems;
our ability to achieve the anticipated benefits following the acquisition of the remaining 45% equity interest in our Guatemala business;
the potential adverse effects of long-term content and service commitments;
the impact of rising content and programming costs;
our dependence on the availability of an attractive selection of programming from content providers;
the impact of competition from a variety of content and programming platforms on the demand for our pay-TV services;
our ability to acquire and renew licenses for spectrum and comply with the terms and conditions of the licenses;
the potential adverse impact of legal proceedings, litigation, and government investigations;
the failure of our MFS product to gain sufficient market acceptance;
the impact of equipment and network systems failures, including as a result of a natural disaster, sabotage or terrorist attack;
risks associated with the collection and processing of customer personal data;
the failure to prevent or rapidly detect and respond to cyber-attacks, and the disruption such failure could cause to our networks and systems;
the impact of pandemics and other public health crises on our operations, business and financial condition;
our ability to compete with larger providers of telecommunications, cable and broadband services;
our dependency on key suppliers to provide us with products, devices, networks and systems;
the effect of international actions on our supply chain, including trade sanctions;
our reliance on third parties to operate and maintain parts of the networks we use;
our access to interconnection and capacity agreements that are required to transmit voice and data to and from our networks;
the impact of the political, legal and economic risks associated with the emerging markets in which we operate;
our ability to successfully implement our strategic priorities, including through acquisitions or mergers, and efficiently allocate capital;
our ability to access debt and capital markets for our financing, refinancing, investing and operating needs;
our dependence on short-term mobile revenue that is generated from prepaid customers;
the effect that changes in economic, political and regulatory conditions in the United States could have on the economies in which we operate;
the impact of fluctuations or devaluations in local currencies in the markets in which we operate;
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our ability to convert local currencies into U.S. dollars to make payments, including on our indebtedness;
the failure of our risk management and internal controls to prevent or detect fraud, violations of law or other inappropriate conduct;
the impact of U.S. or other international sanctions laws, including restrictions on our ability to interact with business partners or government officials;
our ability to obtain, maintain, enforce or defend the intellectual property rights required to conduct our business;
the effect of work stoppages that result from renegotiations of our labor contracts;
our ability to generate cash in order to service our debt;
our dependency on cash flow from our operations in Guatemala; and
our ability to effectively monitor and respond to expectations regarding environmental, social and governance matters.

Additionally, the risk factors described in this section have been separated into four separate but interrelated areas:
1.Risks related to the telecommunications, cable and MFS industries
2.Risks related to Millicom’s business in the markets in which it operates
3.Risks related to Millicom’s size, structure and leadership
4.Risks related to share ownership, governance practices, and registration with the Securities and Exchange Commission ("SEC")

1.Risks related to the telecommunications, cable and MFS industries
a.Evolution of the telecommunications, cable and MFS industries
The telecommunications industry is characterized by rapid technological change and continually evolving industry standards.
The telecommunications industry is characterized by rapidly changing technology and evolving industry standards. The technology we use is increasingly complex, which leads to higher risks of implementation failure or service disruption. Success in the industry is increasingly dependent on the ability of operators to adapt to the changing technological landscape. The technologies utilized today may become obsolete or subject to competition from new technologies in the future. For example, our hybrid fiber-coaxial ("HFC") services may become obsolete once faster and more affordable fiber-to-the-home ("FTTH") services are available for consumers.
Growth in internet connectivity has led to the proliferation of entrants offering Voice over Internet Protocol (“VoIP”) services, video content services, and messaging services delivered over the internet. Such operators could displace the services we provide by using our customers’ internet access (which may or may not be provided by us) to enable the provision of communication, entertainment and information services directly to our customers. Failure to transform to data-driven products could have a negative impact on our legacy services and impact our results from operations.
Our ability to attract and retain customers is, in part, dependent on our ability to meet customer demand for new technology at the same, or at a quicker rate, than our competitors are able to do.
Failure to adapt and evolve could harm our competitive position, render our products obsolete and cause us to incur substantial costs to replace our products or implement new technologies.
Implementing new technologies requires substantial investments which may not generate expected returns.
The introduction of new technologies may require significant capital expenditure on infrastructure, and there can be no guarantee that those investments will generate expected returns. For example, penetration rates for fixed broadband services in our markets are low relative to penetration rates in other markets globally. As the use of these services has the potential to increase substantially over time, we have expended significant resources to deploy both HFC and FTTH networks in several of our markets. However, an increasing number of local and regional providers of fiber connections are offering internet services with the
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same or higher data speeds at competitive prices, and competition for dedicated fiber optic services is intense. While we continue to expand these networks with the intention of capturing the anticipated demand, future offerings by our competitors that are aggressively priced or that offer additional services may prevent us from achieving the expected returns on this investment. If we are required to implement new technologies that are unable to generate sufficient returns, our profitability and ability to generate cash flow would be negatively affected, and we may be required to scale back our investments or delay the implementation of new technologies, which may have a negative impact on our growth and ability to attract and retain customers.
In addition, if competitive or other factors compel the need to invest in new technologies earlier than anticipated, previous equipment or technology may need to be impaired or written-down if replaced earlier than originally anticipated.
If we cannot successfully develop and operate our mobile, cable and broadband networks, MFS and distribution systems, we will be unable to expand our customer base and may lose market share and revenue.
Our ability to increase or maintain our market share and revenue is partly dependent on the success of our efforts to expand our business, the quality of our services and the management of our networks and distribution systems. As new technologies are developed or upgraded, such as advanced 5G systems and fiber optic cable networks, our equipment may need to be replaced or upgraded or we may need to rebuild our mobile, cable or broadband network, in whole or in part. In some cases, the COVID-19 pandemic accelerated the transition from traditional to digital services, including MFS, and the heightened customer expectations in these areas may require us to invest greater resources in technological improvements.
The initial build-out of our networks and distribution systems, together with sustaining sufficient network performance and reliability, is a capital-intensive process that is subject to risks and uncertainties which may delay the introduction of services and increase the cost of network construction or upgrade. With regard to our strategic efforts in broadband services, we seek to increase our market share in both the residential and commercial broadband markets by investing significant resources in HFC and FTTH networks, in addition to fixed broadband services through wireless communication networks, known as fixed wireless access ("FWA"). The provision of broadband services is highly capital intensive, and the long-term nature of the return on investment increases the risks to our operations. Potential difficulties include constraints on our ability to fund additional capital expenditures, as well as external forces, such as obtaining necessary permits from regulatory and other local authorities.
Unforeseeable technological developments may also render our services or distribution channels unpopular with customers or obsolete. To the extent we fail to expand, upgrade and modernize our networks and distribution systems on a timely basis relative to our competitors, we may not be able to expand our customer base and we may lose customers to competitors. If any of these risks materialize, we may be at a competitive disadvantage, which could result in the loss of customers or the inability to attract new customers and maintain or grow our market share. In turn, this would impact our revenue and profitability and our ability to generate cash to grow or sustain our businesses.
b.Content and content rights
Content and programming costs are rising (especially those with exclusivity rights), and we may not be able to pass the increased costs on to our customers.
In recent years, the cable TV and direct-to-home satellite TV industries (together “pay-TV”) have experienced a rapid escalation in the cost of content rights and programming. We expect these costs may continue to increase, particularly those related to exclusive and live broadcasts of sporting and other events. As of December 31, 2023, we had exclusivity rights over certain local soccer content in several of our markets, including Bolivia, Costa Rica, El Salvador, Guatemala, Honduras, Panama and Paraguay, and we expect that the costs of these rights may continue to increase significantly. If we are unable to moderate the growth in these costs or fully pass them on to our customers in the form of price increases, we may lose our rights to this content. Any failure to maintain such rights may reduce the desirability of our networks and negatively affect our profitability.
In addition, content is often priced in U.S. dollars, which may result in fluctuations in costs in the countries in which we sell content due to foreign exchange fluctuations.
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We make long-term content and service commitments in advance even though we cannot predict the popularity of the services or ratings the programming will generate, and our mobile applications and cable content may not be accepted or widely used by our customers.
We acquire rights to distribute certain content or services for use by our mobile, pay-TV and broadband customers, and we have strategic partnerships with major digital players, such as Amazon. We make long–term commitments in advance even though we cannot predict the popularity of the services or ratings the programming will generate. In some instances, our commitments include minimum guarantees, which means that we are required to pay a certain agreed upon amount regardless of the amount collected from the provision of such services. The commercial success of applications or content also depends on the quality and acceptance of other competing applications or content released into the marketplace at or near the same time.
The success of our pay-TV services depends on our ability to access an attractive selection of television programming from content providers.
The ability to provide movie, sports and other popular programming is a major factor that attracts customers to pay-TV services. We may not be able to obtain sufficient high-quality programming from third-party producers or exclusive sports content for our cable TV services on satisfactory terms or at all in order to offer compelling cable TV services, which could result in reduced demand for, and lower revenue and profitability from, our cable services.
Consumers are increasingly able to choose from a variety of platforms from which to receive content and programming.
A number of content providers have begun to sell their services through alternative distribution channels including IP-based platforms, smart-TVs and other app-compatible devices. Consumers may choose to purchase on-demand content through these alternative transmission methods, which may lead to reduced demand for our pay-TV services. If our customers choose to source their content through transmission methods that we do not offer, our customer base and revenue generation from content-related services such as pay-TV may decline, which would negatively impact our cash flow generation and return on investment in content-related services.
We may be subject to legal liability associated with providing online services or media content.
We host and provide a wide variety of services and products that enable our customers to conduct business, and engage in various online activities. The law relating to the liability of providers of these online services and products for the activities of their customers is still unsettled in some jurisdictions. Claims may be threatened or brought against us for defamation, negligence, breaches of contract, copyright or trademark infringement, unfair competition, tort, including personal injury, fraud, or other theories based on the nature and content of information that we use and store. In addition, we may be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have made available within our services violates applicable law or third-party rights.
We also offer third-party products, services and content. We may be subject to claims concerning these products, services or content by virtue of our involvement in marketing, branding, broadcasting, or providing access to them, even if we do not ourselves host, operate, provide, or provide access to these products, services or content. Defense of any such actions could be costly and involve significant time and attention of our management and other resources, may result in monetary liabilities or penalties, and may require us to change our business in an adverse manner. For example, in Colombia we have faced litigation for the provision of services to customers that used our mobile services to attempt to extort money from third parties.
c.Licenses and spectrum
Available spectrum is limited, closely regulated and increasingly expensive.
The availability of spectrum is limited, closely regulated and can be expensive, and we may not be able to obtain it from the regulator or third parties at all or at a price that we deem to be commercially acceptable given competitive conditions. If we acquire spectrum through acquisition, regulators may require us to surrender spectrum to secure regulatory approval. We may need to incur significant capital expenditures in
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order to acquire or renew licenses or access infrastructure needed to continue to offer services to our customers or improve our current services.
Additional or supplemental licenses may be required to implement 5G technology in order to remain competitive, and we may be unable to acquire such licenses on reasonable terms or at all.
We may not be able to acquire or retain sufficient quantities of spectrum in our preferred band(s) which could impact the quality and efficiency of our networks and services and may negatively impact our profitability.
Our licenses may be suspended or revoked and we may be fined or penalized for alleged violations of law or regulations.
If we fail to comply with the conditions of our licenses or with the requirements established by the legislation or if we do not obtain permits for the operation of our networks and equipment, use of frequencies or additional licenses for broadcasting directly or through agreements with broadcasting companies, we may not have sufficient opportunity to cure any non-compliance. In the event that we do not cure any non-compliance, the applicable regulator may: levy fines; suspend or terminate our licenses, frequency permissions, or other governmental permissions; or refuse to renew licenses that are up for renewal.
Most of our licenses are granted for finite periods.
Most of our licenses are granted for specified terms, and we have no assurance that any license will be renewed upon expiration. Licenses due to expire in the near term include our licenses for pay-TV and fixed telephone services in Honduras (2024), certain spectrum licenses for mobile services in Colombia (2024), pay-TV services in Panama (2024) and the general license covering all services in Costa Rica (2024).

Licenses may contain additional obligations.
Licenses may contain additional obligations, including payment obligations and requirements to cover reduced service areas or permit a more limited scope of service (for example, around prisons in El Salvador and Honduras). The cost of extending coverage to reduced service areas may exceed the revenue generated from providing such services. Licenses may also contain coverage obligations, like in Colombia where 700 MHz frequency acquisitions were paid partly with cash and partly by committing to provide coverage to 1,636 districts over the course of five years. In addition, increased regulations may impose additional obligations on operators and these obligations may affect the retention and renewal of licenses or spectrum. For more information, see “Information on the Company—Business Overview—Regulation.”
d.Quality and resilience of networks and service
Equipment and network systems failures, including as a result of climate change, a natural disaster, sabotage or terrorist attack, could negatively impact our business.
Our business is dependent on certain sophisticated critical systems, including exchanges, switches, fiber, cable headends, data centers and other key network elements, physical infrastructure and billing and customer service systems. Our technological infrastructure is vulnerable to damage and disruptions from numerous factors, including climate change, fire, flood, windstorms and other natural disasters and extreme weather events, power outages, terrorist acts, equipment and system failures, human errors and intentional wrongdoings, including breaches of our network and information technology security. For example, in 2020, our mobile network was partially affected due to storm damage in Honduras, which resulted in the deterioration of service in certain parts of the country. Ongoing risks to our network include state-sponsored censorship, sabotage, theft and poor equipment maintenance.
Inability to manage a crisis could harm our brand and lead to increased government obligations in the future.
Telecommunications networks provide essential support to first responders and government authorities in the event of natural disasters, terrorist attacks, pandemics and other similar crises. If we fail to develop and implement detailed business continuity and crisis management plans, we may be unable to provide service at the level that is required or perceived to be required by the government, the regulator, our customers and
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by the public at large, and this could lead to reputational harm and to new and burdensome regulatory obligations in the future.
e.Regulation
The telecommunications and broadcasting market is heavily regulated.
The licensing, construction, ownership and operation of mobile telephone, broadband and cable TV networks, and the grant, maintenance and renewal of the required licenses or permits, as well as radio frequency allocations and interconnection arrangements, are regulated by national, state, regional or local governmental authorities in the markets in which we operate, which can lead to disputes with government regulators. For example, in 2013, the Colombian regulator challenged Colombia Móvil’s license fee, stating that it should be a significantly higher amount than we had recorded, although Colombia Móvil prevailed.
Certain other aspects of mobile telephone operations, including rates charged to customers, resale of mobile telephone services, and user registrations may be subject to public utility regulation in each market. Also, because of our market share, regulators could impose asymmetric interconnection or termination rates, which could undermine our competitive position in the markets in which we operate.
Changes in regulations may disrupt our business activities and reduce our revenue and profit margins for mobile services.
Regulatory changes may reduce or prohibit the provision of our services on a temporary or long-term basis. For example, since 2014, mobile operators in El Salvador and Honduras have been required to shut down services or reduce signal capacity in and around prisons. Similar laws have been enacted in Guatemala, although these were later nullified.
Moreover, regulations which make it commercially unviable to subsidize our mobile customers’ handsets; set an expiry date on when our customers must use their prepaid minutes, data or short message service ("SMS") bundles; or prohibit certain automatic deductions to customer accounts, could reduce revenue and profit margins for mobile services. For example, in 2015, the regulator in Colombia determined that handsets and telecommunication services could not be bundled and had to be invoiced separately. This had a direct impact on handset affordability and caused a sharp decline in our handset sales. In 2016, the regulator in Paraguay extended the unused prepaid data allowance from 30 to 90 days, which impacted the frequency at which a portion of our prepaid customers purchase additional data allowances from us. In 2019, the Legislative Assembly in El Salvador made a reform to the Consumer Protection Law, which required a change in the telecommunication companies' commercial activities. The reform called for the maintenance of unused data allowances for up to 90 days and prohibited automatic renewals, changing our financial results. Additionally, the reform banned broadcasts and collection activities outside business hours, impacting our clients' churn trends and payment behavior. In 2022, the Bolivian regulator prohibited operators from automatically making deductions to prepaid customer accounts for data usage services on an on-demand basis unless the customer has expressly opted-in to receive on-demand data. As a result, when a prepaid customer uses up their data allowance, the operator cannot automatically begin charging such user on an on-demand basis and must, instead, cancel data access until such customer either purchases a new data package or accepts on-demand data.
Our MFS product may be subject to new legislation and regulation.
We provide a broad range of MFS such as payments, money transfers, international remittances, real-time loans and micro-insurance. In most markets in which we have launched MFS, the laws and regulations governing our MFS are new and evolving, and, as they develop, regulations could become more onerous, requiring licensing by or registration with local regulators, imposing additional reporting or controls or limiting our flexibility to design new products, which may limit our ability to provide our services efficiently or at all.
The lack of established laws and regulations may make it difficult to identify which licenses and approvals (if any) are necessary and the processes for obtaining them, as well as the implications of holding such licenses or receiving such approvals. For the same reason, we cannot be certain that we will be able to maintain licenses and approvals that we previously obtained, or renew them upon their expiration. While we currently believe that some of our MFS activities fall outside the scope of licensing requirements and do not require certain approvals, there can be no assurance that our interpretations of the rules and their exemptions are or will remain consistent with those of local regulators.
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We have, in most of our markets, seen that fintech legislation is evolving, particularly as it relates to anti-money laundering and suspicious activity reporting. Any such changes may require us to make additional investments in tools and resources to meet such requirements. If we are unable to modify our service provision in time to comply with any new regulatory requirements, or new regulations are applied retroactively, we may be subject to penalties and the discontinuation or restriction of our operations, which could have a material adverse effect on our business, financial condition and results of operations.
For more information on the regulatory environment in the markets in which we operate, see “Information on the Company—Business Overview—Regulation.”
f.Cybersecurity and data protection
Cyber-attacks may cause equipment failures that render our networks or systems inoperable and could cause disruptions to our customers’ operations.
Cyber-attacks, including through the use of malware, viruses, denial of services attacks, credential harvesting, social engineering and other means for obtaining unauthorized access to or disrupting the operation of our networks and systems and those of our suppliers, vendors and other service providers, could have an adverse effect on our business. Cyber-attacks may cause equipment failures as well as disruptions to our customers' operations. Cyber-attacks against companies, including Millicom, have increased in frequency, scope and potential harm in recent years.
The inability to operate or use our networks and systems or those of our suppliers, vendors and other service providers as a result of cyber-attacks, even for a limited period of time, may result in significant expenses to Millicom and/or a loss of market share to other communications providers. Although we have taken and continue to take measures designed to prevent, detect and mitigate such incidents, there can be no assurance that we will be able to adequately anticipate or prevent them, as the techniques used are constantly evolving. The costs associated with a major cyber-attack on Millicom could include expensive incentives offered to existing customers and business partners to retain their business, increased expenditures on cybersecurity measures and the use of alternate resources and lost revenue from business interruption and litigation.
Cyber-attacks could result in data loss or other security breaches.
Our business involves the receipt, storage, and transmission of confidential information, including sensitive personal information and payment card information, confidential information about our employees and suppliers, and other sensitive information about Millicom, such as our business plans, transactions and intellectual property. Unauthorized access to confidential information may be difficult to anticipate, detect, or prevent. We have been subject in the past, and may be subject again, to unauthorized access or distribution of confidential information by third parties or employees, errors or breaches by third-party suppliers, or other breaches of security that compromise the integrity of confidential information.
As many companies do, Millicom has experienced occurrences of breaches, phishing, ransomware attacks, blackmail and internal and external malicious actors targeting our systems, networks and data. Ransomware attacks are a type of cyber-attack in which a business becomes unable to access its own information and is presented with a demand to pay ransom in order to recover access to its information. In recent years, we have been subject to web portal attacks, ransomware attacks or threats relating to our operations in several Latin American countries, including El Salvador, Bolivia, Nicaragua, Guatemala, Panama, Paraguay and Colombia. While the effect that these attacks and threats have had on our services was minimal and resulted in limited data loss or release of customer data to date, there can be no assurance that we will be able to prevent future cyber-attacks that result in a material loss of data or other security breaches.
Our control environment and controls may not be sufficient to prevent or rapidly detect and respond to cyber-attacks, or identify the perpetrators of such attacks.
The perpetrators of cyber-attacks are not restricted to particular groups or persons. These attacks may be committed by company employees or external actors operating in any geography, including jurisdictions where law enforcement measures to address such attacks are unavailable or ineffective, and may even be launched by or at the behest of nation states. Cyber-attacks may occur alone or in conjunction with physical attacks, especially where disruption of service is an objective of the attacker. While we have established security controls that are designed to detect and prevent cyber-attacks, and continue investing in improving
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our security controls, such attacks are becoming increasingly complex and sophisticated, and our control environment may not be sufficient to address future threats.
We collect and process customer personal data.
We increasingly collect, use and store customer personal data that is protected by privacy and data protection laws. Data privacy laws and regulations apply broadly to the collection, use, storage, disclosure and security of personal information that identifies or may be used to identify an individual, such as names and contact information. Many countries have additional laws that regulate the processing, retention and use of communications data (both content and metadata), and in some countries, authorities can intercept communications, sometimes directly or without our knowledge. These laws and regulations are subject to frequent revisions and differing interpretations, and have generally become more stringent over time.
Requests from local law enforcement for customer data may also come into conflict with applicable privacy and data protection laws and customer expectations, creating risks to our local businesses arising from our responses to these requests.
Since we may offer certain services accessed by, or provided to customers within, the European Union and the United States, we may be subject to the European Union and U.S. privacy and data protection regulations, which impose significant penalties for non-compliance.
In addition, most of the countries in which we operate are considering or have passed legislation imposing data privacy requirements that could increase the cost and complexity of providing our services. Although we take precautions to protect data, we cannot guarantee that our safeguards will prevent any leakage of certain data or any unauthorized use. If changes are made to data privacy laws and regulations, we may need to incur additional costs to ensure that we are in compliance with such changes, which could include investments in data processes, data collection tools or data warehouses to further protect customer and employee data.
g.Competition
Our industry is experiencing consolidation that may intensify competition among operators.
The telecommunications and cable industry has been characterized by increasing consolidation and a proliferation of strategic transactions. As a result, we are increasingly competing with larger competitors that may have substantially greater resources than we do. We expect this trend of consolidation and strategic partnering to continue. Acquisitions or strategic relationships could harm us in a number of ways. For example:
competitors could acquire or enter into relationships with companies with which we have strategic relationships and discontinue our relationship, resulting in the loss of distribution opportunities for our services or the loss of certain enhancements or value-added features to our services; for example, if a competitor entered into partnerships or negotiated exclusive rights to premium content, this could result in consumers choosing to move away from our service offerings to those of our competitors;
a competitor could be acquired by a party with significant resources and experience that could increase the ability of the competitor to compete with our services, as was the case when América Móvil acquired the mobile business of Telefónica in Guatemala and when a subsidiary of Liberty Latin America Ltd. acquired América Móvil's operations in Panama; and
other companies with related interests could combine to form new, formidable competition, which could preclude us from obtaining access to certain markets or content, or which could dramatically change the market and demand for our services, as was the case with the bankruptcy of Digicel Group One Limited. If global companies that offer services such as information, social media or on-demand content services obtained or entered into distribution agreements with infrastructure partners in our markets, we could lose customers to those providers.
Consumers in our industry can change service providers relatively easily at little to no cost, which renders the competition for subscribers between operators intense.
If new competitors enter into our markets or existing competitors offer more competitively priced products or services, such as eliminating installation fees, subsidizing handsets, modems, wireless routers or
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set-top boxes, or offering content, channels or applications that we do not offer, our customers may move to another operator. Most of our mobile customers are prepaid, which allows them to switch operators at any time without monetary penalty, and some of our cable operator competitors incentivize customers to accept longer contracts, making it difficult to subsequently switch operators.
Some of our customers use devices with dual SIM card capability, allowing them to also utilize our competitors' services, which may negatively affect our mobile revenue. If we are unable to develop strategies to encourage customers to retain us as their primary or sole provider, we could lose a larger percentage of our revenue to our competitors. Mobile number portability in our markets removes a disincentive to changing providers and increases competition and churn. As devices with eSIMs are introduced in our markets, allowing customers to change providers without changing their SIM cards, churn and pricing competition among providers may also increase.
If we are unable to compete effectively and match or mitigate our competitors' strategies or aggressive competitive behavior, in pricing our services or acquiring new and preferred customers, or if we are unable to develop strategies to encourage customers to retain us as their primary or sole provider, we could suffer adverse revenue impacts or higher costs for customer retention, which could, individually or together, have a material adverse effect on our business, financial condition and results of operations.
Consumers in the telecommunications industry now have many alternative means of communicating.
The proliferation of VoIP and video streaming offerings and other services delivered over the internet (referred to as “Over-the-Top” or “OTT” services) for voice, instant messaging, and video content has significantly increased competitive risk and has driven down revenue from legacy voice, SMS and linear TV services. While these alternative communication methods require usage of data, there are no guarantees that consumers will use our networks to obtain data services.
h.Environment and sustainability
Failure to comply with environmental requirements could result in monetary fines, reputation damage or other obligations.
Certain of our business operations are subject to environmental laws and regulations since they involve fuel consumption, carbon dioxide emission, and disposal of network equipment and old electronics. Environmental requirements have become more stringent over time, and pending or proposed new regulations could impact our operations or costs.
Increasing scrutiny and evolving expectations from customers, regulators, investors and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.
Companies are facing increasing scrutiny from customers, regulators, investors and other stakeholders with respect to their environmental, social and governance (“ESG”) practices. Views about ESG are diverse and rapidly changing, particularly as they relate to the environment, health and safety, diversity, labor conditions and human rights. New regulations or guidance relating to ESG standards, as well as the perspectives of customers, investors and other stakeholders regarding these standards, may affect our business activities and increase disclosure requirements, which may increase costs. If investors and other stakeholders determine that we have not made sufficient progress on or adequately addressed ESG matters, we could be subject to negative publicity in traditional or social media, and our reputation, ability to retain customers and employees, and financial condition and results of operations could be adversely affected.
i.Supplier management
We are dependent on key suppliers to provide us with products and devices.
We rely on handset distributors, manufacturers and application developers to provide us with the handsets, hardware and services demanded by our customers. The key suppliers of our handsets and set-top boxes, in terms of both volume of sales and importance to our operations, are Apple, B-Mobile, Blu, Honor, Motorola, Samsung, Sky, Tecno, Xiaomi and ZTE. We import directly from original equipment manufacturers ("OEMs"), or we source our handsets through their authorized distributors in each of our markets.

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We are dependent on key suppliers to provide us with networks and systems.
We seek to standardize our network equipment to ensure compatibility, ease equipment replacement and reduce downtime of our network and contract with a limited number of international suppliers to achieve economies of scale, which means that we rely on a limited number of manufacturers to provide network and telecommunications equipment and technical support. The key suppliers of equipment and software for our existing networks are Huawei, Ericsson, Nokia, Commscope, Harmonic, Kaon, Vantiva, Juniper, Intraway and VMWare.
We have limited influence over these key suppliers, and even less over their suppliers and the continuity of their supply chains, which could be disrupted in many ways. Therefore, we cannot assure you that we will be able to obtain required products or services on favorable terms or at all. Any failure of key suppliers to provide software and equipment could interfere with our operations. For example, in recent years, we experienced significant disruptions in the supply of microchips due to a global shortage that affected our suppliers, which we addressed by accumulating strategic inventories and substituting alternative products to sustain our operations. While we did not experience such disruptions in 2023, there can be no assurance that we will not be subject to future shortages or other similar disruptions, which could have a significant adverse effect on our business.
International actions including trade sanctions could disrupt or otherwise negatively impact our supply chain.
In May 2019, the U.S. government announced executive action aimed at addressing U.S. national security risks arising from the use of non-U.S. technology. In furtherance of this order, the U.S. Department of Commerce issued an interim final rule in January 2021 that allows the U.S. government to prohibit certain information and communications technology and services (“ICTS”) transactions to address U.S. national security threats. In June 2023, the U.S. Department of Commerce issued a final rule that amended the ICTS interim final rule, which clarified the scope and criteria relevant to evaluating whether certain ICTS transactions present U.S. national security threats. Although the extent and potential consequences of the U.S. government's review of ICTS transactions remain uncertain, they may have a material adverse effect on our ability to maintain and expand our networks and business. There are a number of alternative suppliers available to us; however, if we are unable to obtain adequate alternative supplies of equipment or technical support in a timely manner, on acceptable commercial and pricing terms, our ability to maintain and expand our networks and business may be materially and adversely affected.
We rely on interconnection and capacity agreements, the terms of which could be made less favorable due to market participants or regulatory changes.
Interconnection and capacity agreements are required to transmit voice and data to and from our networks. Our ability to provide services would be hampered if our access to local interconnection and international capacity was limited, or if the commercial terms or costs of interconnection and capacity agreements with other local, domestic and international carriers of data and communications were significantly altered, or if an operator is not able to provide interconnection due to operation and maintenance issues or natural disasters.
We depend upon certain third parties to operate and maintain parts of the networks we use, including certain towers and network infrastructure, and related services.
In 2023, after determining that ownership of mobile communications towers no longer confers a competitive advantage, we began the process of moving towers at more than 9,000 sites into a separate company, as further discussed under "Information on the Company—Business Overview—Property, Plant and Equipment—Tower infrastructure." Although the transfer has not yet been fully completed, we anticipate that the carved-out tower company may be ultimately owned and controlled by a third party. Further, we have sold and leased back a significant number of our towers, and we may engage in similar transactions in the future.
We also have entered into managed services agreements in certain of our markets to outsource the maintenance and replacement of our network equipment. Although the contracts impose performance obligations on the operators and tower management companies, we cannot guarantee that they will meet these obligations or implement remedial action in a timely manner, which may result in these towers or networks not being properly operated. If our managed services agreements terminate, we may be unable to find a cost-effective, suitable alternative provider, and we may no longer have the necessary expertise in-
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house to perform comparable services. For example, if our tower network service provider is unable to properly maintain our towers, we may suffer a degradation in the quality or coverage of our mobile services.
We and our customers are dependent on third-party suppliers of electricity to power transmission and customer premise equipment.
Significant failure or disruption in the supply of power to the businesses and households that subscribe to our services, or to the data centers that we operate, could have a negative impact on the experience of our customers, which could result in claims against us for failure to provide services and reduce our revenue.
2.Risks related to Millicom’s business in the markets in which it operates
The outbreak of pandemics or other public health crises has had, and may again have, a significant negative effect on our operations, business and financial condition.
The outbreak of a pandemic or similar public health crises (including COVID-19) could significantly disrupt our business operations for an extended period. The measures taken to combat a pandemic or public health crisis and ameliorate its effects, such as the closing of retail stores or other distribution channels, as well as other government mandates to provide services to non-paying clients, have had, and may again have, a significant negative effect on our operations.
The full impact of a pandemic or public health crisis cannot be predicted and depends on several factors, including the geographic spread and duration of the illness, the resurgence or emergence of variant strains of the illness, the availability and effectiveness of vaccines, vaccine hesitancy, the response by governments, private sector participants and the public to contain the illness or address its impacts, and the associated disruption to business and commerce generally, all of which are highly uncertain and could have a significant adverse effect on our business.
a.Emerging Market Risks
Most of our operations are in emerging markets that may be subject to greater risks than more developed markets, including in some cases significant political, legal and economic risks.
Emerging market governments and judiciaries often exercise broad, unchecked discretion, and are susceptible to abuse and corruption and rapid reversal of political and economic policies on which we depend. Political and economic relations among the countries in which we operate are often complex and have resulted, and may in the future result, in conflicts, which could materially harm our business.
The economies of emerging markets are vulnerable to market downturns and economic slowdowns elsewhere in the world. Emerging markets are also subject to adverse global political events and geopolitical tensions, such as the ongoing conflict between Russia and Ukraine. Such events may result in sanctions, disruptions in global supply chains, military actions and macroeconomic instability, each of which may adversely affect the economies of emerging markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in these markets and materially adversely affect their economies, which may cause our business and results of operations to suffer.
Turnover of political leaders or parties in emerging markets as a result of a scheduled election upon the end of a term of service or in other circumstances may also affect the legal and regulatory regime in those markets to a greater extent than turnover in established countries. Some of the emerging markets in which we operate are susceptible to social unrest, which may lead to military conflict in some cases.
b.Strategy and strategic direction
We may not be able to successfully implement our strategic priorities.
Our strategic priorities include, among others, expansion of our high-speed data networks (4G, HFC and FTTH), facilitation of growth in our mobile data and fixed broadband segments, implementation of 5G technology transformation projects to improve our operating performance and efficiency, implementation of cost efficiency programs and the creation of, and potential sale of interests in, legal entities to separate our Tigo Money and Towers businesses from our telecommunications service operations. We also regularly evaluate potential opportunities to consolidate or form strategic partnerships or alliances with other large
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competitors. There can be no assurance that our strategy will be successfully implemented and will not cause changes in our operational efficiencies or structure, or that it will achieve the desired financial or operational objectives. In addition, the implementation of our strategic priorities could result in increased costs, conflicts with employees, local shareholders and other stakeholders, business interruptions, and difficulty in recruiting and retaining key personnel. Further, we could enter into partnerships or strategic alliances that require significant investment or other undertakings from us (including non-compete agreements) or that limit our financial flexibility or pose limitations on our ability to control or exercise significant influence over companies or businesses in which we have an ownership stake or over which we exercise control, which could, in turn, result in our having to deconsolidate assets, liabilities and results of operations associated with those businesses.
Lack of sufficient information or poor quality of available information regarding our industry, operations or markets may lead to missed opportunities or inefficient capital allocation.
As the factors we consider in formulating our strategy change (including information, such as customer data insights or new markets into which we may consider entering), we face the risk of not having access to sufficient industry, operational or market data inputs to properly inform our decision-making or needing to rely on poor-quality information. There is also a risk that the data to which we have access will be analyzed improperly, if the relevant personnel lack appropriate experience, oversight, or relevant skill sets in data analysis, including through insufficient consideration of interrelationships of key variables such as market dynamics, trends, availability of cash and resources, agility, opportunities and risk factors affecting our business. If we are forced to make assumptions regarding key variables and are unable to consider alternatives to, and consequences of, strategic decisions on a fully informed basis, it may lead to missed opportunities or inefficient capital allocation that could have an adverse effect on our business, financial condition or results of operations.
We may not achieve the anticipated benefits following the acquisition of the remaining 45% equity interest in our Guatemala business.
On November 12, 2021, we signed and closed an agreement to acquire the remaining 45% equity interest in our Guatemala joint venture business from our local partner for $2.2 billion in cash. In November 2021, we obtained bridge financing to fund the acquisition, which we refinanced in part with the issuance of equity and long-term debt. We also consolidated the indebtedness from our Guatemala joint venture business in connection with the acquisition. Our leverage and debt service requirements may make it more difficult for us to capitalize on changes in market conditions or other strategic opportunities. While we have taken, and will continue to take, steps to facilitate the growth of our operations in Guatemala and improve our operating performance and efficiency, our strategy may ultimately prove to be unsuccessful. If we are unable to generate sufficient cash flow from our operations in Guatemala and future borrowings are not available, we may not be able to pay our indebtedness or fund our other liquidity needs, which could have a material adverse effect on our business, financial condition and results of operations.
c.Industry structure, market position and competition
We face intense competition from other larger telecommunications and cable and broadband providers.
The markets in which we operate are highly competitive. Our main mobile and fixed competitors include major international and regional telecommunication providers such as América Móvil, Telefónica and Liberty Latin America. Many of our main competitors have substantially greater resources than we do in terms of access to capital. Some of our competitors are state-owned entities, which may prioritize social objectives over profitability. In some of our markets, our competitors may have access to more spectrum and provide greater or better area coverage, and they may face fewer regulatory burdens than we do.
We have a weaker market position in mobile services and face a challenging competitive environment in Colombia, our largest market.
Relative to our other markets, the mobile services sector in Colombia is characterized by having more competitors, including América Móvil and Telefónica, which are larger than us, and by having more stringent regulatory conditions. Relative to our other markets for mobile services, our competitive position is also weaker in Colombia, where we are the third largest mobile operator. Additionally, new competitors have been and may continue to be awarded mobile spectrum, including WOM, which entered the Colombian market in April 2021.
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Given the importance of Colombia to our results, if we are unable to sustain or improve our position in the mobile services sector, this could have a material impact on our consolidated financial results.
Competition is driven by a number of factors, most notably price and increasingly customer experience.
Within our markets, operators compete for customers principally on the basis of price, promotions, services offered, advertising and brand image, quality and reliability of service, mobile coverage and overall customer experience. Telecom services are largely commoditized services, and the ability to differentiate these services among operators is limited. Competition may result in pricing pressure, reduced margins and profitability, an increase in customer churn and reduced revenue and market share.
The effects of competition have been exacerbated by recent inflationary pressures, and the need to increase prices for our products and services has become increasingly more common. Competitive pressures could prevent us from implementing or sustaining such price increases, or implementing price increases that are commensurate with inflation, which may have a material adverse impact on our business, financial condition and results of operations.
There may be more mobile operators than the market is able to sustain.
Additional licenses may be awarded in already competitive markets, and regulators may incentivize competition by offering favorable conditions to new entrants, such as holding spectrum auctions in which certain blocks of spectrum are reserved for new entrants, or by capping the amount of spectrum that existing players can acquire, as in Colombia's 2019 auction of licenses to use a total of 40 MHz in the 700 MHz band.
Entry by new competitors may have a significant disruptive effect on our markets.
New competitors may enter our markets with pricing or other product or service strategies, primarily designed to gain market share, that are significantly more competitive than our offers, leading to, for example, significant price competition and lower margins or increased churn.
In certain of our mobile markets, such as Colombia, our competitors may have a dominant market position.
Having a dominant market position may provide our competitors with various competitive advantages including from economies of scale, access to spectrum, the ability to significantly influence market dynamics and market regulation.
Our competitors may be able to provide better pay-TV services than we are able to provide.
Our pay-TV services compete with other pay-TV services that may offer a greater range of channels to a larger audience, reaching a wider area distribution (especially in rural areas) for a lower price than we charge for our pay-TV services. We also compete with satellite distribution of free-to-air television programming, which viewers can receive by purchasing a satellite dish and a set-top box without any physical cabling. Furthermore, our cable networks are subject to the risk of overbuild and our pay-TV content is subject to the possibility of wireless substitution.
Many of the mobile telecommunications markets in which we operate have high mobile penetration levels, inhibiting growth opportunities.
The markets in which we operate have mobile phone service penetration levels that typically exceed 100% of the population. Although there are some opportunities for further growth, our efforts to develop additional sources of revenue may not be successful. Therefore, high mobile penetration rates could constrain future growth and produce an intensification of pricing pressures on all of our mobile services, which could adversely affect our future profitability and return on investments.
We may not be able to achieve market acceptance of our mobile financial services.
Although the use of mobile financial services and digital payments has increased throughout the world, there can be no assurance that this increase will result in the acceptance of our MFS across the markets in which we operate. For example, our Tigo Money business is currently deployed in several of our markets, and, as of December 31, 2023, we had a total of 4.0 million active users. However, we may be unable to achieve
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the required level of market acceptance in order for us to recover the investment costs involved in developing and launching such services, and any failure to achieve such acceptance may cause us to reduce our product offerings or exit certain of our markets.
The future market acceptance of our MFS depends on a variety of factors, including community trust in digital financial services and companies that are not traditional financial institutions, entrenched preferences in traditional payment methods, and the availability of alternative MFS that are more popular or widely accepted by the population.
d.Customer base and customer experience
A significant proportion of our mobile revenue is generated from prepaid customers and is short-term in nature.
Prepaid customers do not sign service contracts and may be more likely than postpaid customers to switch mobile operators and take advantage of promotional offers by other operators. Many of our prepaid mobile customers subscribe to short-term packages that are valid for only one day. As a result, we cannot be certain that prepaid customers or short-term data package customers will continue to use our services in the future. Prepaid customers represented 82% of our mobile customers as of December 31, 2023 and generated approximately 61% of our mobile service revenue and 35% of our total service revenue during 2023.
The transition to more subscription-based businesses creates new challenges.
Our transition toward an increasingly subscription-based revenue model has implications for our personnel, systems, and business procedures, as we must dedicate increasing levels of management attention and resources toward managing and mitigating risks related to accounts receivables and collections, as well as billing and customer care. If we are unable to implement and manage the information systems and to properly train our employees, we could experience elevated levels of customer churn and bad debt, which would negatively impact our financial results.
e.Political
Many of the countries in which we operate have a history of political and social instability.
Some of the countries in which we operate may be subject to greater political and economic risk than developed countries. Some of the countries in which we operate suffer from political instability, civil unrest, or war-like actions by anti-government insurgent groups. These problems may continue or worsen, potentially resulting in significant social unrest or civil war. For example, Bolivia, Panama and Guatemala , and, to a lesser extent, Colombia, have recently experienced civil, social and political unrest.
Any political or social instability or hostilities in the markets in which we operate can hinder economic growth and reduce discretionary consumer spending on our services, and may result in damage to our networks or prevent us from selling our products and services.
We face a number of risks as a result of political and social instability in the countries in which we operate, ranging from the risk of network disruption, sometimes resulting from government requests to shut down our networks as well as forced and illegal abuse of our network by political forces, to the need to evacuate some or all of our key staff from certain countries, in which case there is no guarantee that we would be able to continue to operate our business as previously conducted in such countries. Any of these events would adversely affect our results of operations.
f.Legal and regulatory
The nature of legislation and rule of law in emerging markets may affect our ability to enforce our rights under licenses or contracts or defend ourselves against claims by third parties.
The nature of much of the legislation in emerging markets, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the legal systems in emerging markets, place the enforceability and, possibly, the constitutionality of, laws and regulations in doubt and result in ambiguities, inconsistencies and anomalies. These factors could affect our ability to enforce our rights under our licenses or our contracts, or to defend our company against claims by other parties. For example, if we enter litigation proceedings with a third party in a country in which we operate, and within a
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legal system which may be less transparent and less robust in its judgment and rulings, we may face penalties or decrees that compel us to cease or partially cease the provision of certain of our services or the operation of our networks, or invalidate or suspend our licenses or rights therein.
New or proposed changes to laws or new interpretations of existing laws in the markets in which we operate may harm our business.
We are subject to a variety of national and local laws and regulations in the countries in which we do business. These laws and regulations apply to many aspects of our business. Violations of applicable laws or regulations could damage our reputation or result in regulatory or private actions with substantial penalties or damages. In addition, any significant changes in such laws or regulations or their interpretation, or the introduction of higher standards or more stringent laws or regulations, could have an adverse impact on our business, financial condition, results of operations and prospects. For example, in Colombia in 2017, the regulator introduced caps to wholesale rates on mobile services, which forced us to lower our prices for both voice and data services, and it also cut interconnection rates.
Developing legal systems in the countries in which we operate create a number of uncertainties for our businesses.
The legal systems in many of the countries in which we operate are less developed than those in more established markets. This creates uncertainties with respect to many of the legal and business decisions that we make, including, among others, potential for negative changes in laws, gaps and inconsistencies between the laws and regulatory structure, difficulties in enforcement, broad regulatory authority held by telecommunications regulators, inconsistency and lack of transparency in the judicial interpretation of legislation and corruption in judicial or administrative processes or systems. We may not always have access to efficient avenues for appeal and may have to accept the decisions imposed upon us. For more information concerning the legal proceedings to which we are subject, see “Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings.”
g.Macro-economic and currency

The economies of emerging markets, including those in which we operate, are vulnerable to market downturns and economic slowdowns elsewhere in the world.
Telecommunications in emerging markets in general and in our markets in particular, account for a significant part of gross domestic product (“GDP”) and disposable income. As such, any change in economic activity level may impact our business. Furthermore, as consumers in emerging markets have relatively lower levels of disposable income, the demand for our products and services is significantly exposed to the risk of economic slowdown.
As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investments in these markets and materially adversely affect their economies. An economic downturn, a substantial slowdown in economic growth or a deterioration in consumer spending could have an adverse effect on the level of demand for our products and services and our growth. We are particularly susceptible to any deterioration in the economic environment of the countries in which we have our largest operations, namely Colombia, Guatemala, Paraguay, Honduras, Panama and Bolivia.
Changes in economic, political and regulatory conditions in the United States or in U.S. laws and policies governing foreign trade and foreign relations could have an impact on the economies in which we operate.
Any decision taken by the U.S. government that has an impact on the Latin American economy, such as reducing commercial activity between the countries in which we operate and the United States, limiting immigration, increasing interest rates or slowing direct foreign investments, could adversely affect the disposable income of consumers. In addition, a slowdown in the U.S. economy may have an adverse impact on the level of U.S. dollar remittances that form a large part of the GDP of many of the countries in which we operate.
Fluctuations or devaluations in local currencies in the markets in which we operate against our U.S. dollar reporting as well as our ability to convert these local currencies into U.S. dollars to make payments,
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including on our indebtedness, could materially adversely affect our business, financial condition and results of operations.
A significant amount of our costs, expenditures and liabilities are denominated in U.S. dollars, including capital expenditures and borrowings. We mainly collect revenue from our customers in local currencies, and there may be limits to our ability to convert these local currencies into U.S. dollars. Local currency exchange rate fluctuations in relation to the U.S. dollar may have an adverse effect on our earnings, assets and cash flows. To the extent that our operations retain earnings or distribute dividends in local currencies, the amount of U.S. dollars ultimately received by MIC S.A. is also affected by currency fluctuations.
A significant amount of our debt and long-term financial commitments are denominated in U.S. dollars.
Where possible and where financially viable, we borrow in local currency to mitigate the risk of exposure to foreign currency exchange. Our ability to reduce our foreign currency exchange exposure may be limited by a lack of long-term financing in local currencies or derivative instruments in the currencies in which we operate. As such, there is a risk that we may not be able to finance local capital expenditure needs or reduce our foreign exchange exposure by borrowing in local currency. For more information, see “Quantitative and Qualitative Disclosures About Risk—Foreign currency risk.”
Due to the lack of available financial instruments in many of the countries or currencies in which we operate, we may not be able to hedge against foreign currency exposures.
We had net foreign exchange gains of $31 million in fiscal 2023 compared to net foreign exchange losses of $84 million in fiscal 2022 and net foreign exchange losses of $42 million in fiscal 2021. At the operational level we seek to match the currencies of our cash inflows and outflows, but while this practice reduces, it does not eliminate, our significant foreign exchange exposure to the U.S. dollar.
The governments of the countries in which our operations are located may impose foreign exchange controls that could restrict our ability to receive funds from the operations.
Substantially all our revenue is generated by our local operations, and MIC S.A. is reliant on its subsidiaries’ and joint ventures’ ability to transfer funds to it. None of the foreign exchange controls that exist in the countries in which our companies operate significantly restricts the ability of our operating companies to pay interest, dividends, technical service fees, and royalty fees or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, foreign exchange controls may be strengthened, or introduced, which could restrict MIC S.A.’s ability to receive funds.
In addition, in some countries it may be difficult to convert local currency into foreign currency due to limited liquidity in foreign exchange markets. These restrictions may constrain the frequency for possible upstreaming of cash from our subsidiaries to MIC S.A. in the future. These and any similar controls enacted in the future may cause delays in accumulating significant amounts of foreign currency, and increase foreign exchange risk, which could have an adverse effect on our results of operations.
We are exposed to the potential impact of any alteration to, or abolition of, foreign exchange which is “pegged” at a fixed rate against the U.S. dollar.
Any “unpegging,” particularly if the currency weakens against the U.S. dollar, could have an adverse effect on our business, financial condition or results of operations. Currently, Bolivia operates a fixed peg to the U.S. dollar. However, in light of the recent shortage of U.S. dollars, the increased use of alternative currencies such as the Chinese Yuan, and the increasing threat of an economic downturn, there can be no assurance that such peg will be maintained in the future.
h.Taxation
Unpredictable tax systems give rise to significant uncertainties and risks that could complicate our tax strategy and business decisions.
The tax laws and regulations in the markets in which we operate are complex and subject to varying interpretations. The tax authorities in the markets in which we operate are often arbitrary in their interpretation of tax laws, as well as in their enforcement and tax collection activities. Our interpretations and application of the tax and regulations could differ from that of the relevant governmental taxing authority. Tax declarations are subject to review and investigation by a number of authorities, which are empowered to
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impose fines and penalties on taxpayers, and in some cases criminal penalties on company personnel. Tax audits may result in additional costs to our group if the relevant tax authorities conclude that entities of the group did not satisfy their tax obligations in any given year. Such audits may also impose additional burdens on our group by diverting the attention of management resources. The outcome of these audits could harm our business, financial condition, results of operations, cash flows or prospects. For example, on March 28, 2022, the supreme court in one of the jurisdictions in which we operate issued a $16.2 million ruling against our business, primarily for taxes related to incoming international calls and the deductibility of interest expenses in 2010. We are also addressing tax disputes with local tax authorities in several jurisdictions, further described under “Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Tax disputes.”
Adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a material adverse effect on our business, results of operations, financial conditions or cash flows.
The organizational structure and business arrangements between the various legal entities in the group may give rise to taxation-related risks, including risks related to the pricing of services which might be challenged if not made on an arm’s-length basis and the taxation of shell entities.
Tax authorities could argue that some of the services provided among the various legal entities in the group are on terms more favorable than those that could be obtained from independent third parties and assess higher taxes or fines in respect of the services MIC S.A. provides. Additionally, the Council of the European Union (the "Council") published a proposal on December 22, 2021, further amended during 2022 and 2023, which targets shell entities to prevent their misuse for tax purposes. We are currently reviewing whether such proposal could be deemed applicable to us if adopted and what adverse impacts it may have, if any, on our business.
i.Litigation and claims
Some of the litigation or claims that we face can be complex, costly, and highly disruptive to our business operations.
From time to time, in the ordinary course of our business, we are involved in legal proceedings. Some of these legal proceedings can be complex, costly, and highly disruptive to our business operations. Certain of these proceedings may be spurious in nature and may demand significant energy and attention from management and other key personnel. For example, in Tanzania in June 2016, we were served with a complaint by a third party seeking to exert rights as a shareholder of MIC Tanzania Public Limited Company. While this claim was eventually dismissed, it absorbed a significant amount of management time and resulted in additional costs. The assessment of the outcome of legal proceedings, including our potential liability, if any, is a highly subjective process that requires judgments about future events that are not within our control. The amounts ultimately received or paid upon settlement or pursuant to final judgment, order or decree may differ materially from amounts accrued in our financial statements. In addition, litigation or similar proceedings could impose restraints on our current or future manner of doing business. For example, if we enter litigation proceedings with a regulator in a country in which we operate, we may face penalties or decrees that compel us to cease or partially cease the provision of certain of our services or the operation of our networks.
j.Business conduct
We may not be able to fully mitigate the risk of inappropriate conduct by our employees, business partners and counterparties.
Millicom’s employees interact with customers, contractors, suppliers and counterparties, and with each other, every day. All employees are expected to respect and abide by the Group's values and Code of Conduct, commonly referred to as the “Sangre Tigo” culture. While Millicom takes numerous steps to prevent and detect inappropriate conduct by employees, contractors and suppliers that could potentially harm the Group's reputation, customers, or investors, such behavior may not always be detected, deterred or prevented. The consequences of any failure by employees to act consistently with the “Sangre Tigo” expectations could include litigation, regulatory or other governmental investigations or enforcement actions.

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We are subject to anti-corruption and anti-bribery laws.
We are subject to a number of anti-corruption laws in the countries in which we operate and are located, in addition to the Foreign Corrupt Practices Act (“FCPA”) in the United States and the Bribery Act in the United Kingdom. Our failure to comply with anti-corruption laws applicable to us could result in penalties, which could harm our reputation and harm our business, financial condition, results of operations, cash flows or prospects. The FCPA generally prohibits covered companies, their officers, directors and employees and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits. We operate in countries which pose elevated risks of corruption violations, and in certain of our markets, we have been and may continue to be subject to governmental investigations that include the telecommunications sector. If we are not in compliance with anti-corruption laws and other laws governing the conduct of business with government entities and/or officials (including local laws), we may be subject to criminal and civil penalties and other remedial measures. Moreover, investigations of any actual or alleged violations of such laws or policies related to us could be time consuming, distracting to management and expensive, with the potential to harm our business, financial condition, results of operations, cash flows or prospects. For example, in late 2015 we reported to the U.S. Department of Justice (“DOJ”), as well as to law enforcement authorities in Sweden, potential improper payments made on behalf of our joint venture in Guatemala. In 2016 we received notification from the Swedish Public Prosecutor that its preliminary investigation had been discontinued. In 2018, the DOJ informed us that it was closing its investigation without action. More recently, in April 2022, we received a subpoena from the DOJ requesting information concerning our business in Guatemala (“Tigo Guatemala”), including information related to the purchase in 2021 of our former joint venture partner’s interest in Tigo Guatemala and information related to any contacts with certain Guatemalan government officials. The subpoena also requested information concerning our operations in other countries in Latin America. In May 2023, we received a second subpoena from the DOJ requesting additional information regarding Tigo Guatemala. We are cooperating with the DOJ. At this time, we cannot predict the ultimate scope, timing or outcome of this matter.
Our anti-corruption policies, procedures and internal controls may not be effective in complying with anti-corruption laws.
We regularly review and update our policies, procedures and internal controls designed to provide reasonable assurance that we, our employees, joint ventures, distributors and other intermediaries comply with the anti-corruption laws to which we are subject. For example, our business in Guatemala retained external legal counsel to review its policies and procedures related to anti-corruption issues, including examining certain allegations of improper payments made several years ago. However, anti-corruption policies, procedures and internal controls are not always effective against this risk. We cannot assure you that such policies or procedures or internal controls work effectively at all times or protect us against liability under these or other laws for actions taken by our employees, joint ventures, distributors and other intermediaries with respect to our business or any businesses that we may acquire.
Our MFS service is complex and increases our exposure to fraud and money laundering.
Our MFS product has been developed through different distribution channels, and despite measures that we have taken or will take to adequately secure our payment systems, we remain susceptible to potentially illegal or improper uses of our payment services. Risks may include the use of our payment services in connection with fraudulent sales of goods or services, sales of prohibited or restricted products and money laundering.
Our policies and procedures may not be fully effective in identifying, monitoring and managing these risks. For example, we are not able to monitor the sources and uses of funds that flow through our MFS application, Tigo Money, in every case. As a result, we may be held liable for fraudulent transactions or transactions that violate trade sanctions or other legal or regulatory requirements, and an increase in negative publicity regarding our payment systems could harm our reputation and reduce consumer confidence in our services. In addition, we may face legal actions or regulatory sanctions as a result of any such activity.
Our services also involve cash handling, which exposes us to the risk of fraud and money laundering. In certain of our markets, we must keep our customers’ MFS cash in local currency demand deposits in local banks and ensure customers’ access to MFS cash, exposing us to local banking risk.
Anti-money laundering laws are often complex. We endeavor to conform to the highest standards but cannot be certain that we will be able to fully meet all applicable legal and regulatory requirements at all
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times. Violations of anti-money laundering laws or other regulations applicable to our MFS offerings could expose us to monetary fines or other legal actions or regulatory sanctions, which could have a material adverse effect on our business, financial condition and results of operations.
We may incur significant costs from fraud, which could adversely affect us.
Our high profile and the nature of the products and services that we offer make us a target for fraud. Many of the markets in which we operate lack fully developed legal and regulatory frameworks and have low conviction rates for fraudulent activities, decreasing deterrence for such schemes. We have been in the past and may in the future be susceptible to fraudulent activity by our employees or third-party contractors despite having robust internal control systems in place across our operations, which could have a material adverse effect on our results of operations.
We also incur costs and revenue losses associated with the unauthorized or unintended use of our networks, including administrative and capital costs associated with the unpaid use of our networks as well as with detecting, monitoring and reducing incidences of fraud. Fraud also impacts interconnection costs, capacity costs, administrative costs and payments to other carriers for unbillable fraudulent roaming charges. In 2023, our most significant impact from fraudulent activity was in the Home business, where irregular activations and reconnections led to fraud and to certain subscribers obtaining services that should not have been activated. Any continued or new fraudulent schemes could have an adverse effect on our business, financial condition and results of operations.
Our risk management and internal controls may not prevent or detect fraud, violations of law or other inappropriate conduct.
If any of our customers, suppliers, or other business partners receive or grant inappropriate benefits or use corrupt, fraudulent or other unfair business practices, we could be subject to legal sanctions, penalties and harm to our reputation. Given our international operations, group structure, and size, our internal controls, policies and our risk management practices may not be adequate in preventing, detecting or responding to any such incidents which could have a material negative impact on our reputation, business activities, financial position and results of operations.
We may be directly or indirectly affected by U.S. or other international sanctions laws, which may place restrictions on our ability to interact with business partners or government officials.
We operate in certain countries in which international sanctions may be imposed by the U.S., the U.K. or the European Union, and we may be required to comply with such sanctions. Such sanctions may restrict our ability to implement our strategy or conduct our business in the manner in which we expect. For example, in response to the November 2021 presidential election in Nicaragua, the U.S., the EU and the U.K. announced sanctions against the Nicaraguan Public Ministry and various Nicaraguan institutions and government officials, including the deputy director general and director general of TELCOR, the nation's principal telecommunications regulator. In October 2022, these sanctions were subsequently expanded by the United States, and the U.S. government also imposed visa restrictions on over 500 Nicaraguan individuals with ties to the Nicaraguan government. Concurrently, the European Union broadened its existing sanctions to TELCOR and seven Nicaraguan individuals, including the director of TELCOR. Finally, several Nicaraguan government officials and other key actors are currently included on the Specially Designated Nationals and Blocked Persons list of the U.S. Office of Foreign Assets Control, as well as the U.K. and EU sanctions lists. While it remains uncertain what impact current and future sanctions may have on our operations in Nicaragua and other markets, they may have a material adverse effect on our ability to maintain and expand our networks and business.
k.People, health and safety
Threats to the safety of our employees or contractors could affect our ability to provide our services.
Heightened states of danger may exist in certain of the countries in which we operate, including as a result of civil unrest, criminal activity, and the threat of natural or man-made disasters. Such events can pose significant risks to the health and safety of our employees and contractors and may impede or delay our ability to provide services to our customers or potential customers. In those locations, we may incur additional costs to maintain the safety of our personnel, customers, suppliers, and contractors. Despite the precautions, the safety of our personnel, customers, suppliers, and contractors in these locations may continue to be at risk.
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Enforcement of standards of safety and the promotion of a culture of safety may not prevent the frequency or severity of health and safety incidents.
Although we implement and provide training on health and safety matters, particularly related to the risks of working on telecommunications towers or on TV poles, there is no guarantee that our employees or our contractors will comply with applicable safety standards. For example, in 2023, we did not suffer any employee fatalities or major losses to the Company, but there were unfortunately six fatalities in our contracted services. If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of, or injury to, our employees or contractors, as well as expose ourselves to possible litigation and reputational harm.
l.Brand and reputation
Failing to maintain our intellectual property rights and the reputation of our brands would adversely affect our business.
Our intellectual property rights, including our key trademarks and domain names, including our Tigo brand name, which is well known in the markets in which we operate, are extremely important assets and contribute to our success in our markets. If we are unable to maintain the reputation of and value associated with them, we may not be able to successfully retain and attract customers. Furthermore, our reputation may be harmed if any of the risks described in this “Risk Factors” section materialize. Any damage to our reputation or to the value associated with our Tigo brand could have a material adverse effect on our business, financial condition and results of operations.
Impairment of our intellectual property rights would adversely affect our business.
We rely upon a combination of trademark and copyright laws, database protections and contractual arrangements, where appropriate, to establish and protect our intellectual property rights. However, intellectual property rights are especially difficult to protect in many of the markets in which we operate. In these markets, the regulatory agencies charged to protect intellectual property rights are inadequately funded, legislation is underdeveloped, piracy is commonplace, and enforcement of court decisions is difficult. The diversion of our management's time and resources along with potentially significant expenses that could be involved in protecting our intellectual property rights in our markets, or losing any intellectual property rights, could materially adversely affect our business, financial condition and results of operations.
Failing to manage unauthorized access to our services and networks could adversely affect our business.
Our ability to increase or maintain our market share and revenue is partly dependent on the controlled access to our services and networks. Sophisticated piracy techniques are continuously evolving, and preventing unauthorized use of our services and networks is inherently difficult. Although we have taken and continue to take measures designed to prevent unauthorized access to our services and networks, any unauthorized use could harm our relationships with our content providers or result in a loss of revenue, which may adversely affect our business, financial condition and results of operations.
m.Workforce
A significant portion of our workforce is represented by labor unions, and we could incur additional costs or experience work stoppages as a result of the renegotiations of our labor contracts.
As of December 31, 2023, approximately 14% of our employees (approximately 35% of our direct workforce in Colombia and approximately 72% of our direct workforce in Panama) participated in collective employment agreements. While we have collective bargaining agreements in place, we could incur significant additional labor costs and/or experience work stoppages as a result of subsequent negotiations or new minimum wage legislation, which could adversely affect our business operations. In addition, we cannot predict what level of success labor unions or other groups representing employees may have in further organizing our workforce or the potentially negative impact they would have on our operations. Furthermore, our strategic objectives may include divestitures of certain business lines, internal restructuring and other activities that impact employees. We cannot assure you that we will be able to maintain a good relationship with our labor unions and works council. Any deterioration in our relationship with our unions and works council could result in work stoppages, strikes or threats to take such an action, which could disrupt our business and operations materially and adversely affect the quality of our services and harm our reputation.
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3.Risks related to Millicom’s size and structure and leadership
a.Size - capacity and limitations
The amount, structure and obligations connected with our debt could impair our liquidity and our ability to expand or finance our future operations.
As of December 31, 2023, our consolidated indebtedness excluding lease liabilities was $6,697 million, of which MIC S.A. incurred $2,388 million directly, and MIC S.A. guaranteed $505 million of indebtedness incurred by its subsidiaries. Including lease liabilities, our consolidated indebtedness was $7,739 million as of December 31, 2023. In addition, at December 31, 2023 our joint venture in Honduras, which is non-recourse to MIC S.A., had $360 million of debt and lease liabilities of $61 million.
We may incur additional debt in the future. Although certain of our outstanding debt instruments contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. The acquisition of additional debt could, among other things, require us to dedicate a substantial portion of our cash flow to payments on our debt, place us at a competitive disadvantage compared to competitors who might have less debt, restrict us from pursuing strategic acquisitions or reduce our ability to pay dividends or implement share buybacks and prevent us from complying with our dividend policy.
We have incurred and assumed, and expect to incur and assume, additional indebtedness in connection with recent acquisitions.
We funded our acquisitions in Panama and Nicaragua mainly by incurring additional indebtedness, including through the issuance of a $750 million 6.25% bond on March 25, 2019, and the issuance by our subsidiary Telecomunicaciones Digitales, S.A. (formerly known as Cable Onda S.A.) of a $600 million 4.5% bond in November 2019. Additionally, during 2022, we refinanced the $2,150 million bridge loan that we obtained to fund the acquisition of the remaining 45% equity interest in our joint venture business in Guatemala with the issuance of new long-term debt by our local subsidiary and new equity.
Our increased indebtedness following consummation of these or other acquisitions could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions as well as reducing funds available for capital expenditures or acquisitions, and creating competitive disadvantages for us relative to other companies with lower indebtedness levels.
b.Portfolio of operations
Most of our operations are in emerging markets and may be subject to greater risks than similar businesses in more developed markets.
Investors in emerging markets should be aware that these markets are subject to greater risks than more developed markets, including in some cases significant political, legal and economic risks. Investors should fully consider the significance of the risks involved in investing in a company with significant operations in emerging markets and are urged to consult with their own legal, financial and tax advisors.
We may pursue acquisitions, investments or merger opportunities which may subject us to significant risks, and there is no assurance that we will be successful or that we will derive the expected benefits from these transactions.
We may pursue acquisitions of, investments in strategic partnerships or mergers with businesses (including other providers that we compete with),, technologies, services and/or products that complement or expand our business. Some of these potential transactions could be significant relative to the size of our business and operations. Any such transaction would involve a number of risks and could present financial, managerial, governance and operational challenges, including: diverting management attention from running our existing business or from other viable acquisition or investment opportunities; incurring significant transaction expenses; increased costs to integrate financial and operational reporting systems, technology, personnel, customer base and business practices of the businesses involved in any such transaction with our business; not being able to integrate our businesses in a timely fashion or at all; loss of control or significant influence, potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with any such transaction; and failure to retain key
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management and other critical employees. As an example, our joint venture in Ghana did not create the expected synergies and benefits that we anticipated.
Moreover, we may not be able to successfully complete acquisitions, mergers and strategic partnerships, in light of challenges such as strong competition from our competitors and other prospective acquirers who may have substantially greater resources than we do in terms of access to capital and may be able to pay more than we can with respect to merger or acquisition opportunities, and regulatory approvals required.
Divestitures or restructuring of assets and businesses subject us to significant risks and may not realize expected benefits.
We may seek to divest or restructure existing operations and investments in ways that enhance the optionality for certain assets and facilitate the attraction of growth capital, such as our plans to create new organizational structures for our Towers and Tigo Money businesses. Any such divestiture or restructuring could involve a number of risks and could present financial, managerial and operational challenges including: diverting management attention from running our existing business or from pursuing other strategic opportunities; incurring significant transaction expenses; maintaining certain liabilities or obligations to indemnify the buyer of the divested business as part of the sale conditions; and the possibility of failing to properly manage the newly created entity or time the exit to achieve an optimal return.
Furthermore, the timing of divestitures and restructurings of assets and businesses may not result in optimal returns, and the amount and timing of proceeds or expected returns may be lower than our initial investment or the corresponding carrying value on our balance sheet. For example, we were unable to obtain any proceeds from the divestiture of our joint venture in Ghana.
Our ability to make significant decisions in certain of our operations may depend in part upon the consent of independent shareholders.
We have local shareholders in certain markets that exercise significant control, including a non-controlling partner in Colombia and a joint venture partner in Honduras. In these operations, our ability to make significant strategic decisions or to receive dividends or other distributions may depend in part upon the consent of current or future independent shareholders, and our operations may be negatively affected in the event of disagreements with or breaches by our partners.
Further, our ability to successfully operate our business in Colombia may be hindered due to the governance arrangements for that business, which require the approval of our local partner to make certain decisions. For example, our operations in Colombia were constrained by the near-term maturity of a significant amount of debt, which led us to make a joint capital contribution with our local partner in October 2023 and thereby avoid the bankruptcy of our operations in Colombia. Although we ultimately reached an agreement with our local partner on the capital contribution, there can be no assurance that our business in Colombia will satisfy its debt obligations in the future or that we could come to an agreement with our local partner to satisfy such obligations or modify our agreements with our local partners as part of our strategy for Colombia.
Millicom's central functions provide essential support and services to our operating subsidiaries and joint ventures.
These services include, financing, procurement, technical and management services, business support services (including a shared services center in El Salvador and a multinational corporation headquarters (SEM) in Panama, among others), digital transformation, customer experience, procurement, human resources, legal, information technology, marketing services and advisory services related to the construction, installation, operation, management and maintenance of its networks. If Millicom's central functions are unable to provide these services to our operating subsidiaries and joint ventures on a timely basis and at a level that meets our needs, our operating subsidiaries and joint ventures may be disrupted.
The majority of Millicom's operating subsidiaries and joint ventures operate under the Tigo trademark.
We take efforts to protect the Tigo trademark, but we may not always succeed in preventing others from using the trademark in countries in which we do not operate or from using similar trademarks, which could dilute the value of our trademark and result in brand confusion to consumers. The Tigo trademark could also be the subject of intellectual property infringement. Trademark protection is important because our
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trademark is what helps our customers differentiate our products and services from those of our competition, helps build brand loyalty, and represents our goodwill and reputation.
c.Talent acquisition and retention
We may be unable to obtain or retain adequate managerial and operational resources.
Our operating results depend, in significant part, upon the continued contributions and capacity of key senior management and technical personnel. Certain key employees possess substantial knowledge of our business and operations. We cannot assure you that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays. If we are unable to retain senior leadership to operate and grow our business, we may not be able to develop our business at the pace or with the required level of sophistication that enables us to meet our strategic and financial objectives.
Competition for personnel in our markets and certain central functions is intense due to scarcity of qualified individuals.
Millicom has been working with its local teams to build and implement talent development plans and to identify high-performance individuals for future advancement or hiring, as the markets in which we operate have limited availability of talent with advanced skill sets in key areas such as the digital and technology fields. We cannot assure you, however, that we will be successful in these efforts.
d.Financing and cash flow generation
MIC S.A. is a holding company and is dependent on cash flow from its operating subsidiaries and joint ventures.
MIC S.A.’s primary assets consist of shares in its subsidiaries and joint ventures and cash in its bank accounts. MIC S.A. has no significant revenue generating operations of its own, and therefore its cash flow and ability to service its indebtedness and pay dividends to its shareholders will depend primarily on the operating performance and financial condition of its subsidiaries and joint ventures and its receipt of funds in the form of dividends or otherwise.
There are legal limits on dividends that some of MIC S.A.’s subsidiaries and joint ventures are permitted to pay. Further, some of our indebtedness imposes restrictions on dividends and other restricted payments, which are described under “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financing.”
Our ability to generate cash depends on many factors beyond our control, and we may need to resort to additional external financing.
Our ability to generate cash is dependent on our future operating and financial performance. This will be impacted by our ability to successfully implement our business strategy, as well as general economic, financial, competitive, regulatory, and technical elements and other factors beyond our control. If we cannot generate sufficient cash, we may, among other things, need to refinance all or a portion of our debt, obtain additional financing, delay capital expenditure or sell assets.
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, periods of industry consolidation require businesses to raise debt and equity capital to remain competitive. An inability to access capital during such periods could have an adverse effect on our business, financial condition or results of operations.
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The cash flow we generate is highly dependent on our operations in Guatemala.
Our operations in Guatemala have historically generated healthy cash flows. If the financial condition of our operations in Guatemala deteriorates, or if we fail to diversify our sources of cash flow, our liquidity could suffer, which could impact our capital allocation and limit our ability to reduce our leverage, reinvest in our business or remunerate our shareholders.
Our ability to pay dividends to our shareholders, consummate share repurchase programs or otherwise remunerate shareholders is subject to our distributable reserves and solvency requirements.
Any determination to pay dividends, adopt share repurchase programs or otherwise remunerate shareholders in the future will be at the discretion of our board of directors (as to interim dividends) and at the discretion of the shareholders at the annual general meeting (the "AGM") upon recommendation of the board of directors (as to annual dividends or share repurchases) and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors and the shareholders at the AGM, respectively, deem relevant.
We are not required to pay dividends on our shares or otherwise remunerate shareholders, and holders of our shares have no recourse if dividends are not declared. Our ability to pay dividends or otherwise remunerate shareholders may be further restricted by the terms of any of our existing and future debt or preferred securities. Additionally, because we are a holding company, our ability to pay dividends on our shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions on our ability to repatriate funds and under the terms of the agreements governing our indebtedness.
We have adopted, and may in the future adopt, share repurchase programs under which we are authorized to repurchase our shares or shares represented by Swedish Depository Receipts ("SDRs"). However, there can be no assurance that any future share repurchase program will be fully consummated. The amount, timing and execution of any share repurchase program may fluctuate based on our priorities for the use of cash or as a result of changes in cash flows, tax laws, and the market price of our shares or SDRs. Any reduction or discontinuance by us of dividend payments or repurchases of our shares, including shares represented by SDRs, may cause the market price of our shares or SDRs to decline.
4.Risks related to share ownership, governance practices and registration with the SEC
a.Share price, trading volume and market volatility
The price of our common shares might fluctuate significantly, and you could lose all or part of your investment.
Volatility in the market price of our common shares may prevent you from being able to sell our common shares at or above the price at which you purchased such shares. The trading price of our common shares has been and may in the future be volatile and subject to wide price fluctuations in response to various factors, including, among others: market conditions in the broader stock market in general, or in our industry in particular; actual or anticipated fluctuations in our financial and operating results; introduction of new products and services by us or our competitors; entry to new markets or exit from existing markets; issuance of new or changed securities analysts’ reports or recommendations, or the failure to receive industry analyst coverage; sales of large blocks of our shares; additions or departures of key personnel; regulatory developments; and litigation and governmental investigations or actions.
These and other factors may cause the market price and demand for our common shares to fluctuate substantially, which may limit or prevent investors from readily selling common shares and may otherwise negatively affect the liquidity of our common shares.
In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

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An active trading market that will provide you with adequate liquidity may not develop.
Throughout 2023, a majority of the trading activity in our shares was in the form of SDRs listed on the NASDAQ exchange in Stockholm. We cannot predict the extent to which investors will convert SDRs into common shares or whether the relisting of our common shares on the Nasdaq Stock Market on January 9, 2019 will lead to the development of an active trading market in the U.S. or how liquid that market might become. If an active trading market does not develop in the U.S., you may have difficulty selling the common shares that you purchase, and the value of such shares might be materially impaired.
Future sales of our common shares, or the perception in the public markets that these sales may occur, may depress our share price, and future sales of our common shares may be dilutive.
Sales of substantial amounts of our common shares in the public market, or the perception that these sales could occur, could adversely affect the price of our common shares and could impair our ability to raise capital through the sale of shares. In the future, we may issue our shares, among other reasons, if we need to raise capital or in connection with merger or acquisition activity. The amount of our common shares issued in connection with a capital raise or acquisition could constitute a material portion of our then-outstanding share capital. Sales of shares in the future may be at prices below prevailing market prices, thereby having a dilutive impact on existing holders and depressing the trading price of our common shares.
b.Legal and regulatory compliance and burden
The obligations associated with being a public company in the United States require significant resources and management attention.
As a public company in the United States, we incur legal, accounting and other expenses that we did not previously incur. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, the listing requirements of the Nasdaq Stock Market and other applicable securities rules and regulations. The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.
Furthermore, the need to establish and maintain the corporate infrastructure demanded of a U.S. public company may divert management’s attention from implementing our strategy. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems in order to meet our reporting obligations as a U.S. public company. However, the measures we take may not be sufficient to satisfy these obligations. In addition, compliance with these rules and regulations has increased our legal and financial compliance costs and has made some activities more time-consuming. For example, these rules and regulations make it more expensive for us to obtain director and officer liability insurance.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for U.S. public companies. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us.
We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer.
We report under the Exchange Act as a non-U.S. company with “foreign private issuer” status, as such term is defined in Rule 3b-4 under the Exchange Act. Because we qualify as a foreign private issuer under the Exchange Act and although we follow Luxembourg laws and regulations with regard to such matters, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:
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(i)the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
(ii)the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
(iii)the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
Foreign private issuers are required to file their annual report on Form 20-F by 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are contractually obligated and intend to make interim reports available to our shareholders, copies of which we are required to furnish to the SEC on a Form 6-K, and even though we are required to file reports on Form 6-K disclosing whatever information we have made or are required to make public pursuant to Luxembourg law or distribute to our shareholders and that is material to our company, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.
If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our company and the market price of our shares may be adversely affected.
We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act, adopted rules requiring every public company to include in its annual report a management report on such company’s internal control over financial reporting containing management’s assessment of the effectiveness of its internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of such company’s internal control over financial reporting except where the company is a non-accelerated filer. We currently are a large accelerated filer.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2023. See “Disclosure Controls and Procedures.” Our independent registered public accounting firm has issued a report as of December 31, 2023. See “Report of Independent Registered Public Accounting Firm on the Internal Control over Financial Reporting.” to our Annual Report on Form 20F. However, if we fail to maintain an effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our consolidated financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As a foreign private issuer, we are not required to comply with the same periodic disclosure and current reporting requirements of the Exchange Act, and related rules and regulations, that apply to U.S. domestic issuers. Under Rule 3b-4 of the Exchange Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, we will make the next determination with respect to our foreign private issuer status based on information as of June 30, 2023.
In the future, we could lose our foreign private issuer status if, for example, a majority of our voting power were held by U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a domestic issuer may be significantly higher.
If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms
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available to a foreign private issuer. We will also be required to comply with U.S. federal proxy requirements, and our officers, directors and controlling shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.
c.Shareholder protection
MIC S.A. is incorporated in Luxembourg, and Luxembourg law differs from U.S. law and may afford less protection to holders of our shares.
The Company is incorporated under and subject to Luxembourg laws. Luxembourg laws may differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers, sales, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Luxembourg laws governing the shares of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters might not be as protective of shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. For example, neither our articles of association, as amended and restated (the "Articles of Association") nor Luxembourg law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws.
In addition, under Luxembourg law, by contrast to the laws generally applicable to U.S. corporations, the duties of directors of a company are in principle owed to the company only, rather than to its shareholders. It is possible that a company may have interests that are different from the interests of its shareholders. Shareholders of Luxembourg companies generally do not have rights to take action themselves against directors or officers of the company. Directors or officers of a Luxembourg company must, in exercising their powers and performing their duties, act in good faith and in the interests of the company as a whole and must exercise due care, skill and diligence.
Directors have a duty to disclose any personal interest in any contract or arrangement with the company in case such interest would constitute a conflict of interest. If any director has a direct or indirect financial interest in a matter which has to be considered by the board of directors which conflicts with the interests of the company, Luxembourg law provides that such director will not be entitled to take part in the relevant deliberations or exercise his or her vote with respect to the approval of such transaction. If the interest of such director does not conflict with the interests of the company, then the applicable director with such interest may participate in deliberations on, and vote on the approval of, that transaction. If a director of a Luxembourg company is found to have breached his or her duties to that company, he or she may be held personally liable to the company in respect of that breach of duty. A director may, in addition, be jointly and severally liable with other directors implicated in the same breach of duty.
The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.
MIC S.A. is a Luxembourg public limited liability company (société anonyme) and some of its directors and executive officers are residents of countries other than the United States. Most of the Company’s assets and the assets of some of its directors and executive officers are located outside the United States. As a result, it may not be possible for investors in our securities to effect service of process within the United States upon such persons or the Company or to enforce in U.S. courts or outside the United States judgments obtained against such persons or the Company. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon the civil liability provisions of U.S. securities laws.
We have been advised by our Luxembourg counsel, Hogan Lovells (Luxembourg) LLP that the United States and Luxembourg do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a judgment for the payment of money rendered by a U.S. federal or state court will only be recognized and enforced against MIC S.A. by a court in Luxembourg without re-examination of the merits of the case if (i) it is a final judgment which is not subject to appeal or any other means of contestation and (ii) it complies with the applicable enforcement procedure (exequatur)
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conditions, as set out in the relevant provisions of the Luxembourg New Code of Civil Procedure (Nouveau Code de Procédure Civile) and Luxembourg case law.
As a foreign private issuer and as permitted by the listing requirements of the Nasdaq, we may rely on certain home country governance practices rather than the Nasdaq corporate governance requirements.
As a foreign private issuer and in accordance with Nasdaq Listing Rule 5615(a)(3), we may comply with home country governance requirements and certain exemptions thereunder rather than complying with certain of the corporate governance requirements of Nasdaq. For example, Luxembourg law does not require that a majority of our board of directors consists of independent directors. While we currently have a board of directors that is independent of the Company (i.e., the board members are not members of management or employees of the Company), our board of directors may in the future include fewer independent directors than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1). For more information on our reliance on certain home country practices and how they deviate from Nasdaq rules, see "Corporate Governance—Corporate Governance Statement and Framework."

Risk Management
Risks and Uncertainty
Millicom operates its business in emerging markets with unpredictable political and economic environments and a higher inherent level of risk compared to mobile and cable businesses in more mature markets. Our governance and oversight structure help reduce uncertainties and mitigate these risks. Thus, we only accept risks in our businesses and markets to the extent that opportunities for sufficient returns exist, and where we can design, implement, and operate appropriate systems and controls to manage those risks.

Risk is linked with opportunity and closely aligned with strategic goals. The focus of our risk management is on the reduction of uncertainty to enhance decision-making in strategy formulation and the allocation of capital and resources.

Risk Management
The Board of Directors is responsible for ensuring a sound system of risk management and internal controls and overseeing the processes that govern the identification, assessment, and prioritization of risks. The Audit and Compliance Committee reviews risk management reports and the methodology and controls within the organization.

Risks are identified and managed by management. We prioritize risks based on likelihood of occurrence and importance to the business. We quantify, measure, and monitor risks using risk indicators, with action plans to reduce gaps between current and target risk levels. Millicom has a management risk committee comprised of members of the Executive Team and central functions responsible for key enterprise risks (the "Management Risk Committee"). The Management Risk Committee meets at least quarterly to consider the evolution of key risks, monitor risk levels against appetite and tolerance, and consider future potential uncertainties and how they may manifest themselves as risks to Millicom's business. The Chief Risk Officer is part of the Executive Team.

The Risk Management & Internal Audit function is responsible for the design, implementation, and monitoring of Millicom’s enterprise risk management framework and processes.















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Technology and Information
Information Security
Our Global Chief Information Security Officer ("CISO") manages the information security program and reports to the EVP Chief Commercial and Technology Officer ("CCTO"). The CISO is responsible for identifying, managing and mitigating technology-centric risks throughout the Company.The CISO oversees regional information security teams to ensure the confidentiality, integrity and availability of all business-critical information systems and assets, and the regional information security teams work closely with business and technology leaders to ensure compliance with corporate policies and regional information security regulatory requirements within the various countries where we conduct business.


Cybersecurity Risk Management

Cybersecurity risk management is an integral part of our overall enterprise risk management. We manage cybersecurity risks through our information security program, which is designed to align with the National Institute of Standards and Technology Cybersecurity Framework ("CSF"). Our information security program manages cybersecurity risks by creating a framework for identifying the source of cybersecurity threats and incidents (including threats associated with the use of services provided by third-party service providers), training employees and specialized roles, implementing measures to protect critical data and data flows, monitoring essential networks and applications, identifying and remediating vulnerabilities and informing executive management and our board of directors of material cybersecurity threats and incidents.

Our cybersecurity team also engages a third-party consultant for risk incident detection and vulnerability assessment, which employs a risk management program based on Rapid7's solutions. We confer with our third-party consultant on a weekly basis to assess the adequacy and strength of our monitoring efforts, address operational issues and drive continuous improvement.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see "Key Information—1. Risks related to telecommunications, cable and MFS industries—f. Cybersecurity and data protection" in this Annual Report.

Cybersecurity Risk Governance

Role of the Board of Directors

Our Board of Directors has overall oversight responsibility for our risk management and delegates cybersecurity risk management oversight to the Audit and Compliance Committee of the Board of Directors. The Audit and Compliance Committee is responsible for ensuring that management has processes in place that are designed to mitigate cybersecurity risks to an acceptable level, in line with the Company's risk appetite and risk tolerance, and to:

monitor the Company’s information security program, including the activities performed by the information security team;
provide oversight and direction on information security risk management, including cybersecurity and related threats;
ensure that the Company allocates the proper level of resources to information security and cybersecurity;
monitor results and remediation of findings from audit and assurance activities related to the Company’s information security program; and
ensure that material information security and cybersecurity issues affecting the Company’s internal control environment are communicated to the Audit and Compliance Committee of the Company.

Role of Management
While our Board of Directors has overall responsibility for the oversight of our enterprise risk management, our management is responsible for day-to-day risk management. Our cybersecurity risk management is under the direction of our CCTO and CISO, and they are primarily responsible for defining and implementing our information security program and cybersecurity risk management (which we do not engage third parties for). In particular, our CCTO and CISO are responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes and risk indicators to ensure that such potential cybersecurity risk exposures are monitored, and implementing mitigating actions and plans to lower risks to targeted levels. In addition, our CCTO and CISO oversee
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the design of trainings on cybersecurity risks that are provided to all employees at least annually, with specialized trainings for executives, developers, system, network and database administrators and other key roles within the Company. More than 90% of our employees participated in security awareness and training in 2023 covering key threats—including but not limited to phishing risk—as well as prevention and company procedures.
Our CCTO and CISO receive reports from our cybersecurity team and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. Under the cybersecurity incident response plan, our CISO assigns a severity rating to each incident, and an escalation matrix is used to provide notifications to management and the Board of Directors based on the severity and duration of the incident.
In addition, our CCTO and CISO provide a quarterly update to the Audit and Compliance Committee on Millicom's cybersecurity risk management that includes reports on cybersecurity threats and incidents, mitigation strategies and remediation plans, recent developments in cybersecurity and updates to the Company's cybersecurity programs. Our CCTO and CISO provide a similar cybersecurity update to management, typically once a month.
Our CCTO and CISO are certified and experienced information systems security professionals and information security managers. Our CCTO has more than 20 years of experience in the telecommunications industry, being in charge of technology choices since 2000, and in charge of the cybersecurity function since 2012. His presence in the telecommunications business in emerging markets makes him knowledgeable about the technology and cybersecurity risks that are specific to the industry and our markets. Our CISO has over 12 years of experience in managing technology risks and controls, including eight years managing cybersecurity risks, and is certified by ISACA as a Certified Information Security Manager ("CISM").
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INFORMATION ON THE COMPANY
History and Development of the Company
The Company’s legal name is Millicom International Cellular S.A. ("MIC S.A." or "the Company"). The Company uses the Tigo brand in all of the countries in which we do business. MIC S.A. is a public limited liability company (société anonyme), organized and established under the laws of the Grand Duchy of Luxembourg on June 16, 1992. The Company’s address is: 2, Rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg. The Company’s telephone number for the Head of Financial Reporting is: +352 691 750 960. The Company’s U.S. agent is: C T Corporation, 28 Liberty Street, 42nd Floor, New York, New York 10005, United States.
MIC S.A. was formed in December 1990 when Kinnevik AB ("Kinnevik"), formerly named Industriförvaltnings AB Kinnevik, a company established in Sweden, and Millicom Incorporated, a corporation established in the United States, contributed their respective interests in international mobile joint ventures to form MIC S.A. See “Information on the Company— Business Overview” for historical information regarding the development of our principal geographic markets and “Operating and Financial Review and Prospects—Liquidity and Capital Resources— Group Capital Expenditures and Expenditure Commitments” for a description of our capital expenditures.
The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. The Company’s website address is www.millicom.com. The information contained on, or that can be accessed through, the Company’s website is not part of, and is not incorporated into, this Annual Report.

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Business Overview
Introduction
We are a leading provider of cable and mobile services dedicated to emerging markets. Through our main brands Tigo® and Tigo Business™, we provide a wide range of digital services in nine countries in Latin America, including high-speed data, cable TV, direct-to-home satellite TV (“DTH” and when we refer to DTH together with cable TV, we use the term “pay-TV”), mobile voice, mobile data, SMS, MFS, fixed voice, and business solutions including value-added services (“VAS”). We provide services on both a business-to-consumer (“B2C”) and a business-to-business (“B2B”) basis, and we have used the Tigo brand in all our markets since 2004.
We offer the following principal categories of services:
Mobile, including mobile data, mobile voice, and MFS to consumer, business and government customers;
Fixed and other services, including broadband, pay-TV, content, and fixed voice services for residential (Home) customers, as well as voice, data and VAS and solutions to business and government customers.
We provide both mobile and cable services in eight countries: Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay. In addition, we provide cable services in Costa Rica. In Africa, we previously provided mobile services in Tanzania, which we disposed of in April 2022. In 2021, we also completed the disposal of our Ghana joint venture with Bharti Airtel. These divestitures were part of our strategy to exit Africa to better invest capital in Latin America, and as a result of these transactions, we no longer have any operations in Africa.
Additionally, we have a large portfolio of infrastructure across Latin America and, including our Honduras joint venture, our portfolio includes approximately 9,300 towers, 12 Tier III data centers and nearly 196,000 kilometers of fiber. In 2022, we began the process of carving out our tower operations, and in 2023, we created a new wholly owned tower infrastructure company ("Lati') to which we began transferring tower assets. In late 2023, we began exploring the sale of a stake in Lati to one or more third-party investors.
We also have an MFS business, Tigo Money, which is currently operating in Paraguay, Guatemala, El Salvador, Bolivia and Honduras.
We conduct our operations through local holding and operating entities in various countries, which are either our subsidiaries (in which we are the sole shareholder or the controlling shareholder) or joint ventures with local partners. For further details, see note A. to our audited consolidated financial statements. In this Annual Report, our description of our operations includes the operations of all of these subsidiaries and joint ventures.
As of December 31, 2023, we provided services to 40.7 million mobile customers and 4.4 million customer relationships with a subscription to at least one of our fixed services. This includes 3.9 million customer relationships on our HFC and FTTH networks and 0.4 million DTH subscribers. The remaining customer relationships are served using various technologies, including fixed wireless solutions as well as our legacy copper network.
For the year ended December 31, 2023, our revenue was $5,661 million and our net loss was $245 million. We had approximately 16,500 employees, including our Honduras joint venture.
Our strategy
Our strategy is to continue to expand the reach and capacity of our networks and distribution capabilities to grow our customer base over time. Underpinning this strategy is management’s assessment that penetration rates for both mobile and fixed broadband services in our markets are low relative to penetration rates in other markets globally, and that these have potential to increase over time. Based on our own subscriber data of mobile broadband penetration rates, as measured by the number of subscribers who use a smartphone to access mobile data services on 4G networks, were approximately 70% in Bolivia, 63% in Colombia, 61% in Panama, 60% in Paraguay, 56% in El Salvador, 55% in Honduras, 48% in Nicaragua and 41% in Guatemala as of December 31, 2023. Based on our own customer data and market intelligence, fixed and other services penetration rates, as measured by the number of residential broadband customers as a percentage of households in the country, were approximately 61% in Costa Rica, 57% in Colombia, 48% in Panama, 40% in Paraguay, 36% in El Salvador, 29% in Bolivia, 25% in Guatemala, 22% in Honduras , and 19% in Nicaragua as of December 31, 2023. Pay-TV penetration rates, as measured by the number of pay-TV customers, including DTH, as a percentage of households in the country, were approximately 55% in Costa Rica, 44% in Panama, 40% in Colombia, 35% in Paraguay, 33% in Guatemala, 32% in El Salvador, 24% in Honduras, 16% in Bolivia, and 15% in Nicaragua as of December 31, 2023.
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Our services
Our services are organized into two principal categories: (1) Mobile and (2) Fixed and other services. In addition, we sell telephone and other equipment, comprised mostly of mobile handsets. We market these services through a variety of channels, including owned and third-party retail outlets, direct sales, digital and internet advertising, television, and billboards, among others.
Mobile
In our Mobile category, we provide mobile services, including mobile data, mobile voice, SMS and MFS, to consumers, businesses, and government customers.
Mobile is the largest part of our business and generated 57% of consolidated service revenue for the year ended December 31, 2023 and 57% of our consolidated service revenue for the year ended December 31, 2022.
Mobile data, mobile voice and SMS
We provide our mobile data, mobile voice and SMS services through 2G, 3G and 4G networks in all our mobile markets, and we have offered 5G in Guatemala since 2022.
We provide our mobile data, mobile voice and SMS services on both prepaid and postpaid bases. In prepaid, customers pay for service in advance through the purchase of limited-duration data packages, and they do not sign service contracts. Among various options that our customers can choose from, we offer packages that typically begin with a data allowance, and include a combination of voice minutes and SMS, with expiration dates varying in length from one or more days, up to a few weeks or months. In postpaid, customers pay recurring monthly fees for the right to consume up to a predetermined maximum amount of monthly data, voice usage and SMS.
MFS
We provide a broad range of mobile financial services such as payments, money transfers, international remittances, savings, real-time loans and micro-insurance for critical needs through our MFS App, Tigo Money. Tigo Money allows our customers to send and receive money, without the need for a bank account. As of December 31, 2023, we provided MFS to 4.0 million Tigo and non-Tigo customers. The service complements our Mobile and Fixed service offerings and increases customer satisfaction and loyalty, increasing ARPU and reducing customer churn.
In 2022, we began the process of separating our Tigo Money business from our core telecommunications service operations in order to facilitate the development of new financial and strategic partnerships aimed at accelerating Tigo Money's growth and enhancing its value creation potential. As of year-end 2023, the separation process was well advanced, providing us with optionality to pursue new partnerships in the future.
Fixed and other service revenue
In our Fixed and other service revenue category, we provide fixed services, including broadband, fixed voice and pay-TV, to residential (Home) consumers and to government and business (B2B) customers. Fixed and other service revenue generated 42% of our consolidated service revenue for the year ended December 31, 2023 and 41% of our consolidated service revenue for the year ended December 31, 2022.
Home
Our fixed-service residential customers (a “customer relationship”) generate revenue for us by purchasing one or more of our three fixed services, pay-TV, fixed broadband, and fixed telephony. We refer to each service that a customer purchases as a revenue generating unit (“RGU”), such that a single customer relationship can have up to three RGUs in countries where we are permitted to sell all three services.
We provide Home services mainly over our HFC and FTTH networks, but we also offer pay-TV services via our DTH platform. In some markets, we also provide broadband services using fixed-wireless access and copper-based technologies. Throughout this report, we include FTTH network and customer metrics as a subset of our HFC network and customer metrics.
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We provide Home services in every country where we operate. As of December 31, 2023, the Group had 4.4 million customer relationships, of which 3.9 million were connected to our HFC and FTTH networks, and we had 8.6 million HFC and FTTH RGUs.
B2B fixed
We offer fixed-voice and data telecommunications services, managed services and cloud and security solutions to small, medium and large businesses and governmental entities. We offer B2B fixed services in all of the markets in which we operate.
We have already deployed nearly 196,000 kilometers of fiber in our markets, including our Honduras joint venture, and we are expanding our product portfolio to deliver more VAS and business solutions, such as cloud-based services and ICT managed services. We have also established partnerships in the area of hypercloud, virtualization and Internet of Things, to capture the growth in the adoption of these technologies and help our customers accelerate their digital transformations.
Our markets
Overview
The nine markets we serve are Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras (through our joint venture), Nicaragua, Panama and Paraguay. We provide Fixed and other services in each of these markets, and we provide Mobile services in each market except for Costa Rica.
The following chart shows the relative revenue generation of each country in our Group for 2023:
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Millicom's Mobile, Broadband, and Pay-TV Operations(1)
image (9).jpg
(1)     The data presented here is based on subscriber numbers as of December 31, 2023 and reflects the Millicom's experience and our investigation of market conditions. The number of market players in each country reflects only large national network operators and excludes smaller players, and Millicom's position is based on total market share by subscribers. Millicom has a non-controlling partner in Colombia (50%) and a joint venture partner in Honduras (33%), with the latter accounted for in the Group's consolidated financial statements using the equity method.
Bolivia
We provide Mobile and Fixed and other services through Telefónica Celular de Bolivia S.A., which is wholly owned by the Millicom Group. We have operated in Bolivia since 1991.
Mobile: As of December 31, 2023, we served 3.9 million subscribers and were the second largest provider of Mobile services in Bolivia, as measured by total subscribers.
Fixed and other: As of December 31, 2023, we were the largest provider of broadband and pay-TV services in Bolivia, as measured by subscribers, and we had 661,000 customer relationships. We offer broadband services through HFC and FTTH, and we provide pay-TV primarily through HFC, FTTH, and DTH in Bolivia.
Colombia
We provide Mobile and Fixed and other services in Colombia through UNE EPM Telecomunicaciones S.A. ("UNE"), in which we own a 50% plus one voting share interest and Colombia Móvil S.A., which is a wholly owned subsidiary of UNE. We have operated in Colombia through Colombia Móvil S.A. since 2006 and acquired our interest in UNE, with which we had previously co-owned Colombia Móvil S.A., via a merger in 2014. See note C.7.4. to our audited consolidated financial statements, including elsewhere in this Annual Report, for a description of the put option
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maturing on September 30, 2024, that, if exercised, would allow Empresas Públicas de Medellín, our local partner, to sell to Millicom its entire 50% stake in UNE for COP 330 billion.
Mobile: As of December 31, 2023, we served 11.6 million subscribers and were the third largest provider of Mobile services in Colombia, as measured by subscribers. On February 26, 2024, Tigo Colombia finalized its agreement with Telefonica's subsidiary in Colombia to create a jointly-owned mobile infrastructure business, which will combine some of our mobile network infrastructure and spectrum assets with the mobile network infrastructure and spectrum assets of Telefonica's subsidiary.

Fixed and other services: Tigo is one of the principal digital cable operators in Colombia. As of December 31, 2023, we were the second largest provider of pay-TV and broadband internet services in Colombia, as measured by subscribers, with 1.5 million customer relationships. Since 2022, we also have wholesale network access agreements with Empresa de Telecomunicaciones de Bogota ("ETB") and Ufinet, giving us the ability to market Tigo fixed services in the Bogota metropolitan area where ETB or Ufinet have deployed their FTTH networks.
Costa Rica
We provide Fixed and other services in Costa Rica through Millicom Cable Costa Rica S.A. ("Millicom Costa Rica"), which is wholly owned by the Millicom Group. We have operated in Costa Rica since our acquisition of Amnet in 2008. Amnet and its predecessor companies began operating in Costa Rica in 1982, and the company was the first to provide pay-TV services in the country.
Fixed and other services: As of December 31, 2023, we had 234,000 customer relationships through our HFC network and DTH services, and we were the second largest provider of pay-TV and the fourth largest provider of broadband internet services in Costa Rica, as measured by subscribers.
El Salvador
We provide Mobile and Fixed and other services in El Salvador through Telemóvil El Salvador, S.A. de C.V. (“Telemóvil”), which is wholly owned by the Millicom Group. We have operated in El Salvador since 1993.
Mobile: As of December 31, 2023, we served 3.0 million subscribers and were the largest provider of Mobile services in El Salvador as measured by subscribers.
Fixed and other services: Telemóvil is a leading cable operator in El Salvador. As of December 31, 2023, we were the second largest provider of pay-TV and the second largest provider of broadband internet services, as measured by subscribers, with a total of 297,000 customer relationships on our HFC network and DTH services.
Guatemala
We provide Mobile and Fixed and other services in Guatemala, principally through Comunicaciones Celulares S.A. ("Comcel"). On November 12, 2021, we signed and closed an agreement to acquire the remaining 45% equity interest in Comcel and the other entities that operate our Guatemala business from our local partner. As a result, Millicom owns a 100% equity interest in the entities that operate our Guatemala business and fully consolidates them since that date (see note A.1.2. to our audited consolidated financial statements for additional details). We have operated in Guatemala since 1990.
Mobile: As of December 31, 2023, we provided Mobile services to 11.7 million customers and were the largest provider of mobile services in Guatemala, as measured by subscribers. In 2022, we became the first mobile operator in the country to launch 5G services. During 2023, we participated in two separate spectrum auctions, which allowed us to significantly increase the total amount of spectrum available to us.
Fixed and other services: As of December 31, 2023, we were the largest provider of pay-TV and broadband internet services in Guatemala, as measured by subscribers, and we served 720,000 customer relationships with both HFC and FTTH networks, as well as DTH services.
Honduras
We provide Mobile and Fixed and other services in Honduras through Telefónica Celular S.A. de C.V. (“Celtel”), a joint venture in which the Millicom Group holds a 66.67% equity interest. The remaining 33.33% of Celtel is owned by our local partner. See “Operating and Financial Review and Prospects—Operating Results — Guatemala and Honduras
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joint ventures” for details regarding the accounting treatment of our Honduras operations. We have operated in Honduras since 1996.
Mobile: As of December 31, 2023, we served 5.1 million Mobile subscribers, and we were the largest provider of Mobile services, as measured by subscribers.
Fixed and other services: As of December 31, 2023, we were the second largest provider of Pay TV and the largest provider of broadband internet services, as measured by subscribers, with 196,000 customer relationships. We offer triple-play services (cable TV, internet and fixed telephone) in Honduras, and we also offer DTH, expanding the reach of our pay-TV offering to areas not covered by our fixed network. We continue to invest to expand and upgrade the capacity of our fixed network in Honduras.
Nicaragua
In 2019, we purchased Telefonía Celular de Nicaragua, S.A., the leading provider of Mobile services in the country, based on the number of subscribers. As of December 31, 2023, we served 3.7 million mobile subscribers.
Prior to 2019, we had a very small presence in Nicaragua, where we provided mostly B2B fixed services. We have also provided Cable services to a small but rapidly growing customer base since 2018, and we were the second largest provider of pay-TV and broadband services, as measured by subscribers, as of December 31, 2023.
Panama
We provide Mobile and Fixed and other services in Panama through Telecomunicaciones Digitales, S.A., formerly known as Cable Onda S.A. ("Tigo Panama"). We have operated in Panama since our acquisition of an 80% stake in Tigo Panama in December 2018. In June 2022, we acquired the remaining 20% stake and now own 100% of Tigo Panama. Tigo Panama and its predecessor companies began operating in 1982, and the company was the first to provide pay-TV services in the country. In 2019, Tigo Panama acquired Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.) and started to provide Mobile services.
Mobile: As of December 31, 2023, we had 2.6 million Mobile subscribers, and we were the largest provider of Mobile services in Panama, as measured by total mobile subscribers.
Fixed and other services: As of December 31, 2023, we had 440,000 customer relationships on our fixed network as well as through DTH services, and we were the largest provider of pay-TV and the largest provider of broadband internet services in Panama, as measured by subscribers.
Paraguay
We provide Mobile and Fixed and other services in Paraguay through various subsidiaries which are all wholly owned by the Millicom Group. Our largest subsidiary in Paraguay is Telefónica Celular del Paraguay S.A. ("Telecel"). We have operated in Paraguay since 1992.
Mobile: As of December 31, 2023, we had 4.1 million Mobile subscribers, and we were the largest provider of Mobile services in Paraguay, as measured by total mobile subscribers.
Fixed and other services: We are the largest provider of pay-TV and broadband internet services in Paraguay as measured by subscribers. As of December 31, 2023, we had 487,000 customer relationships with our fixed networks, DTH, and, to a much lesser extent, other technologies. We offer pay-TV services primarily using our fixed network, and we use our DTH license to offer pay-TV in areas not reached by our fixed network. We offer residential broadband internet services mostly using our fixed network, but we also employ wireless technology to provide service beyond the reach of our fixed networks. We have exclusive rights to broadcast Paraguay’s national league championship games through 2027, and we have exclusive sponsorship rights in telecommunications for the Paraguayan National Soccer Team through 2026.
Regulation
The licensing, construction, ownership and operation of cable TV and mobile telecommunications networks and the grant, maintenance and renewal of cable TV and mobile telecommunications licenses, as well as radio frequency allocations and interconnection arrangements, are regulated by different governmental authorities in each of the markets that Millicom serves. The regulatory regimes in the markets in which Millicom operates are less developed
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than in other countries such as the United States and countries in the European Union, and can therefore change quickly. See “Key Information—Risk Factors—2. Risks related to Millicom's business in the markets in which it operates—F. Legal and regulatory—Developing legal systems in the countries in which we operate create a number of uncertainties for our businesses.”
Typically, Millicom’s cable and mobile operations are regulated by the government (e.g., a ministry of communications), an independent regulatory body or a combination of both. In all of the markets in which Millicom operates, there are ongoing discussions and consultation processes involving other operators and the governing authorities regarding issues such as mobile termination rates and other interconnection rates, universal service obligations, interconnection obligations, spectrum allocations, universal service funds and other industry levies and number portability. This list is not exhaustive; such ongoing discussions are a typical part of operating in a regulated environment.
Changes in regulation can sometimes impose new burdens on the telecommunications industry and have a material impact on our business and on our financial results. For example, regulators in our markets periodically require that we reduce the interconnection fees that we charge other telecom operators to terminate voice traffic on our network. At times, such measures can have a material adverse effect on our overall results of operations. For example, in response to public health crises, governments in several of our markets have prohibited, and may again prohibit, the disconnection of customers with past due accounts for an extended period, which impacted our revenues and collections.
The mobile services we provide require the use of spectrum, for which we have various licenses in each country where we provide mobile services. Spectrum licenses have expiration dates that typically range from 10 to 20 years. Historically, we have been able to renew our licenses upon expiration by agreeing to pay additional fees. We generally expect to continue to renew most of our current licenses as they expire, and we expect to acquire new spectrum licenses as they become available in the future.

















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The table below summarizes our most important current mobile spectrum holdings by country:
Country
Spectrum
Blocks
Expiration date
Bolivia700MHz2x12MHz2028
Bolivia850MHz2x12.5MHz2030
BoliviaAWS2x15MHz2028
Bolivia1900MHz2x10MHz2028
Bolivia27GHz575Mhz2031
Colombia700MHz2x20MHz2040
ColombiaAWS2x15MHz2024
Colombia1900MHz2x5MHz2029
Colombia1900MHz2x20MHz2043
Colombia*3500MHz2x40MHz2044
El Salvador850MHz2x12.5MHz2038
El SalvadorAWS2x25MHz2040
El Salvador1900MHz2x5MHz2041
El Salvador1900MHz2x5MHz2028
Guatemala850MHz2x24MHz
2032 - 2035
Guatemala**
700MHz2x15MHz
2033 - 2035
Guatemala700MHz2x10MHz2043
Guatemala**
2600MHz2x45MHz
2026-2032-2043
Guatemala2600MHz1x50MHz2032
Guatemala3500MHz1x75MHz2033
Guatemala3500MHz1x50MHz2033
Honduras850MHz2x25MHz2028
HondurasAWS2x20MHz2028
Nicaragua700MHz2x20MHz2033
Nicaragua850MHz2x12.5MHz2033
Nicaragua1900MHz2x30MHz2033
NicaraguaAWS2x20MHz2033
Panama700MHz2x10MHz2036
Panama850MHz2x12.5MHz2036
Panama1900MHz2x10MHz2036
PanamaAWS2x20MHz2036
Paraguay850MHz2x12.5MHz2026
Paraguay700MHz2x15MHz2024
ParaguayAWS2x15Mz2026
Paraguay1900MHz2x15MHz2027
* The 3.5 GHz band was jointly acquired with Colombia Telecomunicaciones S.A. ESP BIC – Telefonica.
**Spectrum blocks have regional allocations and varying expiration dates.
Below, we provide further regulatory details in respect of certain of our countries of operation.
Bolivia: We hold a license to provide telecommunication services in Bolivia until 2051, mobile service authorization and spectrum licenses until 2030, and cable, VOIP authorizations until 2028 and internet authorizations until 2046.

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Colombia: Colombia Móvil S.A. (Colombia Móvil) has two separate nationwide spectrum licenses in the 1900 MHz band. In June 2013, Colombia Móvil, acquired spectrum in the AWS (1700/2100 MHz) band, which we use to offer 4G services. In order to reduce the cost and accelerate the deployment of the 4G network, we entered into a network sharing agreement with our competitor, Telefónica Colombia. Colombia Móvil also has an indefinite license (Habilitación General) that allows the company to offer several nationwide telecommunication services. In August 2019, the President of Colombia sanctioned the Law of Modernization of the Information Technology and Communications Sector which, among other changes, changed the duration of spectrum permits from 10 to 20 years. The Colombian government auctioned 700 MHz spectrum in 2019, and we obtained 2x20 MHz in this band, which was key for our business to compete effectively in the market. In 2023, our 1900 MHz license was renewed until 2043, and we requested an extension for our AWS license for an additional year. In 2019, our cable TV license was successfully migrated to the indefinite license (Habilitación General) to provide telecommunication services in Colombia, in accordance with the new law.

Costa Rica: We hold a general license to provide telecommunication services which expires in 2024, and a spectrum permit to download content for cable TV services which expires in 2029.

El Salvador: We hold a license to provide TV services until 2029 (fixed), telephone services until 2030, wireless telephone services until 2034 and several spectrum licenses until 2041.

Guatemala: Comcel operates a nationwide mobile network, and it holds spectrum licenses that begin to expire in 2026. In 2023, the government auctioned 700MHz spectrum, in which we acquired two blocks of 10 MHz each. This increased the total amount of 700 MHz spectrum, totaling 2x25 MHz. We also secured 90 MHz spectrum in the 2.6 GHz band, achieving 2x45MHz blocks and one block of 50 MHz nationwide.

Honduras: Celtel has spectrum licenses in the 850 MHz and AWS bands, which expire in 2028. The Honduran government has been planning a multi-band frequency spectrum auction in the 700 MHz and 3,500 MHz bands. The auction has been delayed several times, most recently due to the change of authorities following the introduction of a new government. In 2024, we plan to request the renewal of pay-TV and fixed telephone licenses that are scheduled to expire.

Panama: We hold two cable TV licenses that expire in 2024, a radio license that expires in 2025 and two commercial data transmission licenses and an Internet for public access license that expire in 2038. In 2022, we permanently acquired spectrum in the AWS band.

Paraguay: We own licenses in four bands of spectrum in Paraguay to provide mobile services. Our spectrum license for 700 MHz was renewed in March 2024.

Trademarks and licenses
We own or have rights to some registered trademarks in our business, including Tigo®, Tigo Business®, Tigo Sports®, Mi Tigo®, Tigo Shop®, Tigo Money®, Tigo OneTv ®, Millicom® and The Digital Lifestyle®, among others. Under a number of trademark license agreements and letters of consent, certain operating subsidiaries are authorized to use the Tigo and Millicom trademarks under the applicable terms and conditions.

Research and Development, Patents and Licenses, etc.
We do not engage in research and development activities, and we do not own any patents.

Property, Plant and Equipment
Overview
We own, or have the right to access and use through long-term leases, telecommunications sites and related infrastructure and equipment in all of our markets. In addition, we own, or have the right to access and use through long-term leases, tower space, warehouses, office buildings and related telecommunications facilities in all of our markets. We are also party to several site sharing agreements whereby we share our owned telecommunications sites and related infrastructure and equipment, or lease such property from our counterparties in an effort to maximize the use of telecommunications sites globally. Our leased properties are owned by private individuals, corporations and sovereign states.
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Assets used for the provision of cable TV and mobile telephone services include, without limitation:
•    switching, transmission and receiving equipment;
•    connecting lines (cables, wires, poles and other support structures, conduits and similar items);
•    diesel generator sets and air conditioners;
•    real property and infrastructure, including telecommunications towers, office buildings and warehouses;
•    easements and other rights to use or access real property;
•    access roads; and
•    other miscellaneous assets (work equipment, furniture, etc.).
Tower infrastructure
We determined that owning passive infrastructure, such as mobile telecommunications towers, no longer confers a competitive advantage in our markets and that utilization of these assets could be optimized.
As a result, in 2023, we began the process of identifying and transferring towers to newly created local legal entities in each of our countries of operation in order to operate and manage these assets separately in the future. The passive infrastructure to be transferred to the new Tower business includes more than 9,000 sites across seven countries.
In order to optimize the capital structure of the Tower business, we have also initiated a monetization process. We believe this will allow us to focus our capital investment on other fixed assets, such as network equipment, thereby increasing our network coverage, capacity and the overall quality of our service, while also improving our return on invested capital.
For additional information, see note E.3. to our audited consolidated financial statements included elsewhere in this Annual Report.

Organizational Structure and Subsidiaries
The parent company, Millicom International Cellular S.A. ("MIC S.A."), is a Luxembourg public limited liability company (société anonyme). The following table identifies MIC S.A.’s main subsidiaries as of December 31, 2023:
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Entity
Country
Activity
Ownership Interest* (%)
Colombia Móvil S.A. E.S.P. ColombiaMobile50-1 share
Comunicaciones Celulares S.A.GuatemalaMobile100 
Distribuidora de Comunicaciones de Occidente, S.A.GuatemalaMobile100 
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)PanamaMobile100 
Lati International S.A. (i)LuxembourgHolding Company ('Lati business')100 
Millicom Cable Costa Rica S.A.Costa RicaCable, DTH100 
Millicom Holding B.V.NetherlandsHolding Company100 
Millicom International Operations B.V.NetherlandsHolding Company100 
Millicom International Services LLCUSAServices Company100 
MIC Latin America B.V.NetherlandsHolding Company100 
Millicom LIH S.A.LuxembourgHolding Company100 
Millicom International Operations S.A.LuxembourgHolding Company100 
Millicom Spain S.L.SpainHolding Company100 
Millicom Telecommunications S.A. (ii)LuxembourgHolding Company ('MFS business')100 
Navega.com S.A.GuatemalaCable, DTH100 
Servicios Especializados en Telecomunicaciones, S.A.GuatemalaMobile100 
Servicios Innovadores de Comunicacion y Entretenimiento, S.A.GuatemalaMobile100 
Servicios y Productos Multimedios S.A.ParaguayPay-TV, Internet100 
Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.)PanamaCable, Pay-TV, Internet, DTH, Fixed-line100 
Telefonica Celular de Bolivia S.A.BoliviaMobile, DTH, Cable100 
Telefonia Celular de Nicaragua S.A.NicaraguaMobile, Cable, Internet, Fixed-line100 
Telefonica Celular del Paraguay S.A.ParaguayMobile, Cable, Pay-TV100 
Telemovil El Salvador S.A. de C.V.El SalvadorMobile, Cable, DTH100 
UNE EPM Telecomunicaciones S.A. and subsidiaries ColombiaFixed-line, Internet, Pay-TV, Mobile50-1 share
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the two entities.
(i) Lati International S.A. is the holding company of our tower business.
(ii) Millicom Telecommunications S.A. is the holding company of most of our MFS business.

In addition, we provide services in Honduras through Celtel, a joint venture in which MIC S.A. indirectly holds a 66.67% equity interest. We entered into our joint venture in Honduras at the inception of this business in the 1990s. At that time, Millicom had limited sources of capital and was investing heavily to deploy mobile operations in many countries around the world; this partner provided local market expertise and reduced Millicom’s overall capital needs. Despite the fact that Millicom owns more than 50% of the shares of this entity and has the right to nominate a majority of the directors, all decisions taken by the board or the shareholders in Honduras must be taken by a super-majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over our joint venture in Honduras.

Unresolved Staff Comments
Not applicable.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2023, 2022 and 2021, and the notes thereto, included elsewhere in this Annual Report.
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Forward-Looking Statements” and “Key Information—Risk Factors.”

Operating Results
Factors affecting our results of operations
Our performance and results of operations have been and will continue to be affected by a number of factors and trends, including principally:
•    Macro and socio-demographic factors. These affect demand for and affordability of our services and include consumer confidence and expansion of the middle class, as well as foreign currency exchange rate volatility and inflation which can impact our cost structure and profitability. Growth in GDP per capita and expansion of the middle class make our services affordable to a larger pool of consumers. The emerging markets we serve tend to have younger populations and faster household formation, and typically have more children per family, than developed markets, driving demand for our residential services, such as broadband internet and pay-TV. Digitalization of societies leads to more devices connected per household and more data needs. Exposure to inflationary pressures and foreign currency exchange volatility may negatively impact our profitability or make our services more expensive for our customers. See “Quantitative and Qualitative Disclosures About Risk—Foreign currency risk.”
•    Competitive intensity, which largely reflects the number of market participants and the financial strength of each, varies over time and from market to market. Markets tend to be more price competitive and less profitable for us when there are more market participants, and thus any future increase in the number of market participants in any of our markets would likely have a negative effect on our business.
•    Changes in regulation. Our business is highly dependent on a variety of licenses granted by regulators in the countries where we operate. Any changes in how regulators award and renew these licenses could impact our business. In particular, our mobile services business requires access to licensed spectrum, and we expect our business and the mobile industry in general to require more spectrum in the future to meet future mobile data traffic needs. In addition, regulators can impose certain constraints and obligations that can have an impact on how we operate the business and on our profitability.
•    Technological change. Our business relies on technology that continues to evolve rapidly, forcing us to adapt and deploy new innovations that can impact our investment needs and our cost structure, as well as create new revenue opportunities for both our mobile and fixed services. With respect to mobile services, the global industry is already well advanced in the deployment of 5G, which we expect will drive continued demand for data in the future. With respect to fixed services, the cable infrastructure we are deploying, largely based on the DOCSIS 3.0 standard, continues to evolve, and we are deploying alternatives such as DOCSIS 3.1 and FTTH in certain markets. Over time, 5G and other mobile technologies may also be considered as viable alternatives for fixed services. Technological change is also impacting the capabilities of the equipment our customers use, such as mobile handsets and set-top boxes, and potential changes in this area may impact demand or the cost of providing our services in the future.
•    Changes in consumer behavior and needs. In recent years, consumption of mobile services has shifted from voice and SMS to data services due largely to changes in consumer patterns, including for example the adoption and growth of social media, made possible by new smartphones on 4G and 5G networks capable of high quality live video streaming.
•    Political changes. The countries where we operate are characterized as having a high degree of political uncertainty, and electoral cycles can sometimes impact business investment, consumer confidence, and
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broader economic activity, as well as inflation and foreign exchange rates. Moreover, changes in government can sometimes produce significant changes in taxation and regulation of the telecommunications industry that can have a material impact on our business and financial results.
Cost-reduction measures. Beginning in 2022 and throughout 2023 we implemented a broad-based efficiency program ("Project Everest"), and we incurred severance and other restructuring costs of approximately $87 million in 2023. See also note H. to our audited consolidated financial statements.
Additional factors and trends affecting our performance and the results of operations are set out in "Key Information—Risk Factors."
Factors affecting comparability of prior periods
Acquisitions
On November 12, 2021, Millicom signed and closed an agreement to acquire the remaining 45% equity interest in its joint venture business in Guatemala (“Tigo Guatemala”) from our local partner for $2.2 billion in cash. As a result, Millicom owns a 100% equity interest in Tigo Guatemala. See note A.1.2. to our audited consolidated financial statements for additional details regarding this acquisition and the accounting treatment thereof.
In the years ended December 31, 2023, 2022 and 2021, the Group also completed certain other minor acquisitions.
Discontinued operations
Tanzania
On April 19, 2021, we announced the signing of an agreement for the sale of our operations in Tanzania to a consortium led by Axian. The transaction was completed on April 5, 2022 for initial cash consideration of approximately $101 million (subject to final price adjustments). See note E.4. to our audited consolidated financial statements for additional details regarding this divestiture.
Ghana
On March 3, 2017, we and Bharti Airtel Limited ("Airtel") announced that we had entered into an agreement for MIC S.A.'s subsidiary Tigo Ghana Limited and Airtel's subsidiary Airtel Ghana Limited to combine their operations in Ghana. As per the agreement, we and Airtel had equal ownership and governance rights in the combined entity ("AirtelTigo"). On April 19, 2021, we announced that we had signed a definitive agreement to sell our ownership in AirtelTigo to the Government of Ghana, and the sale was subsequently completed on October 13, 2021.
Guatemala and Honduras joint ventures
Though we hold a majority ownership interest in the entities that own the Honduras joint venture, the board of directors is composed of equal numbers of directors from Millicom and from our respective partners, and the shareholders’ agreements for each entity require unanimous board approval for key decisions relating to the activities of these entities. As such, we have determined that neither party controls the entities, and we therefore account for our investments in these entities as equity method investments.
Prior to November 12, 2021, we held a majority interest in the entities that comprised the Guatemala joint venture and accounted for our investments in these entities as equity method investments, as neither we nor our partners controlled the entities. As a result of the acquisition of the remaining 45% equity interest in our operations in Guatemala on November 12, 2021, we have consolidated Tigo Guatemala in our audited consolidated financial statements since November 12, 2021.
We report our share of the net income of these joint ventures in our consolidated statement of income under the caption “Share of profit in joint ventures.” The share of the net income of the Guatemala joint venture is reflected in this caption up until November 12, 2021. On and after November 12, 2021, the Guatemala operations are consolidated within our audited consolidated statement of income.
For additional details on the Guatemala and Honduras joint ventures, see note A.2. to our audited consolidated financial statements.
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Our segments
Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker (the "CODM") to make strategic and operational decisions from both a business and geographic perspective. Our risks and rates of return for our operations were predominantly affected by operating in different geographical regions. Until the divestiture of our Tanzania business in April 2022, we had businesses in two main regions, Latin America and Africa, which constituted our two reportable segments. As a result of the sale of the Tanzania business and its reclassification as discontinued operations, we no longer report an Africa segment in our financial statements included elsewhere in this Annual Report. Further, during the latter half of 2023, we implemented significant organizational changes to focus on driving profitable growth with a leaner corporate structure. We also adopted a decentralized approach to streamline decision-making processes and enhance agility to improve profitability and shareholder value. Due to these organizational changes, and considering the information now being reviewed by the CODM to assess performance and allocate resources, our operating segments were redefined to align with our countries of operation. Our reportable segments now consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other reportable segments, which includes Nicaragua, Costa Rica and El Salvador.
Our customer base
We generate revenue mainly from the mobile and fixed and other services that we provide and, to a lesser extent, from the sale of telephone and other equipment. For a description of our services, see “Information on the Company—Business Overview—Our services.” Our results of operations are therefore dependent on both the size of our customer base and on the amount that customers spend on our services.
We measure the amount that customers spend on our services using a telecommunications industry metric known as ARPU, or average revenue per user per month. We define ARPU for our Mobile customers as (x) the total mobile and mobile financial services revenue (excluding revenue earned from tower rentals, call centers, data and mobile virtual network operators, visitor roaming, national third parties roaming and mobile telephone equipment sales revenue) for the period, divided by (y) the average number of Mobile subscribers for the period, divided by (z) the number of months in the period. We define ARPU for our Home customers as (x) the total home revenue (excluding equipment sales and TV advertising) for the period, divided by (y) the average number of customer relationships for the period, divided by (z) the number of months in the period.
We provide certain customer data below that we believe will assist investors in understanding our performance and to which we refer later in this section in discussing our results of operations.

Group mobile customersAs of December 31,
202320222021
(in thousands, except where noted)
Mobile Customers
40,665 40,576 39,802 
Mobile customer ARPU (in U.S. dollars)
$6.0 $6.1 $6.3 

Group - Mobile ARPU ReconciliationAs of December 31,
202320222021(i)
Mobile service revenue ($m)2,9932,9572,933
Mobile service revenue ($m) from non-Tigo customers ($m) *(51)(43)(30)
Mobile service revenue ($m) from Tigo customers (A)2,9422,9142,903
Mobile customers - end of period (000)40,66540,57639,802
Mobile customers - average (000) (B) **40,63540,04138,393
Mobile ARPU (USD/Month) (A/B/number of months)6.06.16.3
(i) Tigo Guatemala is fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. 2021 Figures include Tigo Guatemala as if it was consolidated.
*Refers to production services, MVNO, DVNO, equipment rental revenue, call center revenue, national roaming, equipment sales, visitor roaming, tower rental, DVNE and other non-customer driven revenue.
**Average of the last five quarter-end subscriber totals.
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Mobile customers by country in our GroupAs of December 31,
202320222021
(in thousands)
Bolivia
3,875 3,687 4,119 
Colombia
11,632 11,511 11,271 
El Salvador
2,966 3,026 2,919 
Guatemala
11,715 11,793 11,754 
Nicaragua3,710 3,860 3,757 
Panama
2,642 2,441 2,095 
Paraguay
4,124 4,258 3,887 

In addition to the above, our Honduras Joint Venture had 5,088 thousand mobile customers as of December 31, 2023, 5,152 thousand customers as of December 31, 2022 and 5,079 customers as of December 31, 2021.

Group Home customersAs of December 31,
202320222021
(in thousands, except where noted)
Total homes passed
13,348 12,905 12,083 
Total customer relationships (i)
4,435 4,811 4,704 
HFC / FTTH homes passed
13,112 12,632 11,810 
HFC / FTTH customer relationships
3,868 4,139 3,988 
HFC / FTTH RGUs
8,619 8,708 8,360 
HFC / FTTH broadband internet RGUs3,602 3,778 3,637
Home ARPU (in U.S. dollars)
$27.1 $26.6 $28.4 
(i) Beginning in 2023 we include only residential customer relationships and homes passed. Prior year data also include data related to B2B customers.

In addition to the above, our Honduras joint venture had 173 thousand HFC / FTTH customer relationships as of December 31, 2023, 172 thousand as of December 31, 2022 and 160 thousand as of December 31, 2021.

Group - Home ARPU ReconciliationAs of December 31,
202320222021
Home service revenue ($m)1,5371,5551,590
Home service revenue ($m) from non-Tigo customers ($m) *(28)(33)(29)
Home service revenue ($m) from Tigo customers (A)1,5101,5221,561
Customer Relationships - end of period (000) **4,4354,8114,704
Customer Relationships - average (000) (B) ***4,6474,7654,575
Home ARPU (USD/Month) (A/B/number of months)27.126.628.4
Beginning    in 2023, the calculation of Home ARPU includes equipment rental.
*TV advertising, production services, equipment rental revenue, call center revenue, equipment sales and other non-customer-driven revenue.
**Represented by homes connected all technologies (HFC + Other Technologies + DTH & Wimax RGUs).
***Average of the last five quarters.


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Results of operations

We have based the following discussion on our consolidated financial statements included elsewhere in this Annual Report. You should read it along with these financial statements, and it is qualified in its entirety by reference to them. See “Operating and Financial Review and Prospects—Operating Results —Factors affecting comparability of prior periods.”
Group Consolidated results of operations for the years ended December 31, 2023 and 2022
The following table sets forth certain consolidated statement of income data for the periods indicated:
Year ended December 31,
Percentage Change
20232022
(U.S. dollars in millions, except percentages)
Revenue
5,661 5,624 0.7 %
Equipment, programming and other direct costs
(1,507)(1,506)(0.1)%
Operating expenses
(2,043)(1,890)(8.1)%
Depreciation
(978)(999)2.1 %
Amortization
(360)(345)(4.5)%
Share of profit in joint ventures
42 32 30.6 %
Other operating income (expenses), net
10 (2)NM
Operating profit
826 915 (9.8)%
Interest and other financial expenses
(712)(617)(15.5)%
Interest and other financial income
28 18 58.0 %
Other non-operating (expenses) income, net
36 (78)NM
Loss from other joint ventures and associates, net
(3)— NM
Profit (loss) before taxes from continuing operations
175 238 (26.4)%
Tax expense
(424)(222)(90.8)%
Profit (loss) from continuing operations
(249)16 NM
Profit (loss) from discontinued operations, net of tax
113 (96.3)%
Net profit (loss) for the year
(245)129 NM
The following table sets forth group revenue opened by:

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Year ended December 31,
20232022
Percentage Change
Group
Group
Group
(U.S. dollars in millions, except percentages)
Mobile revenue
2,9932,9571.2%
Fixed and other service revenue
2,1922,1452.2%
Other revenue
6569(4.8)%
Service revenue(i)5,2505,1711.5%
Telephone and equipment revenue
411454(9.5)%
Revenue
5,6615,6240.7%
(i) Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, short message services, installation fees and other value added services excluding telephone and equipment sales.
Revenue
Revenue increased by 0.7% for the year ended December 31, 2023 to $5,661 million from $5,624 million for the year ended December 31, 2022. The increase in revenue of $37 million reflects positive revenue growth in most countries, partially offset by lower revenue in Guatemala, Colombia and Bolivia. Additionally, see "—Revenue and EBITDA by Reportable Segments for the years ended December 31, 2023 and 2022 " below.
Equipment, programming and other direct costs
Equipment, programming and other direct costs increased by 0.1% for the year ended December 31, 2023 to $1,507 million from $1,506 million for the year ended December 31, 2022. Equipment, programming and other direct costs increased by less than the increase in revenue due to a change in revenue mix, as revenue from services increased, while revenue from the sale of equipment declined during the period.
Operating expenses
Operating expenses increased by 8.1% for the year ended December 31, 2023 to $2,043 million from $1,890 million for the year ended December 31, 2022. Of the $152 million increase, $87 million was for severance and other restructuring costs related to Project Everest, and $19 million was related to one-off legal cases. During 2023, we also incurred $33 million in legal costs and applicable value-added taxes related to the subpoenas that we received from the DOJ. The remaining portion of the increase was mostly related to higher share-based compensation and non-recurring costs related to the prior buyout discussions. Excluding these unusual items, operating expenses were about flat year-on-year, as cost savings initiatives offset the impact of elevated inflation in some markets.
Depreciation
Depreciation decreased by 2.1% for the year ended December 31, 2023 to $978 million from $999 million for the year ended December 31, 2022. The decline is mostly due to a 2023 prospective change in the useful lives for tower and civil works assets.
Amortization
Amortization increased 4.5% for the year ended December 31, 2023 to $360 million from $345 million for the year ended December 31, 2022. The increase is mostly due to the renewal of spectrum licenses in Colombia during 2023.
Share of profit in joint ventures
Share of profit in joint ventures increased by 30.6% for the year ended December 31, 2023 to $42 million from $32 million for the year ended December 31, 2022. The increased profitability of our Honduras joint venture reflects improved operational performance and lower depreciation, partially offset by severance.
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Other operating income (expenses), net
Other operating income (expenses), net, increased by $12 million for the year ended December 31, 2023 to an income of $10 million from an expense of $2 million for the year ended December 31, 2022. The increase reflects the disposal of assets (such as copper wires no longer in use) in 2023, as well as the negative impact of a software contract termination in 2022.
Interest and other financial expenses
Interest and other financial expenses increased by 15.5% for the year ended December 31, 2023 to $712 million from $617 million for the year ended December 31, 2022, reflecting the impact of higher interest rates on our variable debt and commissions on the purchase of U.S. dollars by our operations in Bolivia.
Interest and other financial income
Interest and other financial income increased by 58.0% for the year ended December 31, 2023 to $28 million from $18 million for the year ended December 31, 2022, due to a $12 million gain on the repurchase of bonds.
Other non-operating (expenses) income, net
Other non-operating (expenses) income, net, increased by $114 million for the year ended December 31, 2023 to an income of $36 million from an expense of $78 million for the year ended December 31, 2022. The increase was mainly due to foreign exchange gains in 2023 compared to foreign exchange losses in 2022.
Loss from other joint ventures and associates, net
Loss from other joint ventures and associates, net, increased by $2 million for the year ended December 31, 2023 to $3 million from a result of nil for the year ended December 31, 2022, that was attributable to our former operations in Ghana.
Tax expenses
Tax expenses, increased by 90.8% for the year ended December 31, 2023 to $424 million from $222 million for the year ended December 31, 2022. The increase is mainly due to the write-off of deferred tax assets and value-added tax credits in Colombia.
Net profit (loss) for the year
Net profit for the year decreased by $374 million for the year ended December 31, 2023 to a loss of $245 million from a profit of $129 million for the year ended December 31, 2022. Profit for the year from continuing operations decreased by $265 million for the year ended December 31, 2023 to a loss of $249 million from a profit of $16 million for the year ended December 31, 2022 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax decreased by $109 million for the year ended December 31, 2023 to a profit of $4 million as compared to a profit of $113 million for the year ended December 31, 2022.
Revenue and EBITDA by Reportable Segments for the years ended December 31, 2023 and 2022
Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other reportable segments, which includes Nicaragua, Costa Rica and El Salvador. The Honduras segment presents the results of our Honduras joint venture as if it were fully consolidated, as this reflects the way management reviews and uses internally reported information to make decisions. The following table sets forth our revenue by reportable segments for the years ended December 31, 2023 and 2022. See note B.3. to our audited consolidated financial statements for additional details.

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Revenue by Reportable Segments
Year ended December 31
Percentage
Change
20232022
(U.S. dollars in millions, except percentages)
Guatemala1,564 1,618 (3.3)%
Colombia1,313 1,335 (1.6)%
Panama719 651 10.4%
Bolivia613 621 (1.4)%
Honduras (i)612 586 4.3%
Paraguay568 556 2.1%
Other reportable segments902 861 4.8%
Inter-segment and other eliminations (i)(631)(605)(4.2)%
Total Group5,661 5,624 0.7%
Guatemala represented 25%, Colombia represented 21%, Panama, Bolivia, Honduras and Paraguay each represented between 9% and 11%, and our other reportable segments represented together 14% of our total revenue for reportable segments for the year ended December 31, 2023. Panama experienced the highest relative increase in revenues of $68 million or 10.4%, due to new large B2B contracts and robust growth in the Mobile business. In contrast, the weakest performance was in Guatemala, where revenue declined 3.3% due to intense competition in prepaid mobile. In Colombia, revenue declined 1.6%, as a decline in equipment revenue more than offset growth in service revenue.
EBITDA by Reportable Segments
Year ended December 31
Percentage
Change
20232022
(U.S. dollars in millions, except percentages)
Guatemala807 857 (5.8)%
Colombia420 404 4.1%
Panama296 298 (0.7)%
Bolivia224 242 (7.3)%
Honduras (i)272 262 4.0%
Paraguay236 245 (3.4)%
Other reportable segments352 330 6.8%
(i) While the Millicom Group holds a 66.67% equity interest in the Honduras joint venture being accounted for using the equity method, its performance is reviewed by the CODM in a similar manner as the Group's fully owned operations and is therefore also shown as a separate operating segment at 100%. However, such amounts are then removed for reconciliation to the Group total revenue. See note B.3. to our audited consolidated financial statements for further details on segment information.

The Guatemala, Colombia, and Panama segments generated the highest EBITDA in 2023. During 2023, each of our segments incurred significant severance and other restructuring costs related to the implementation of Project Everest, and this impacted comparisons to 2022. In addition to the impact of Project Everest, the following noteworthy factors affected the comparison with 2022 for some of our segments:
Guatemala declined 5.8% due to pricing pressure caused by a more competitive environment;
Colombia increased 4.1% due to service revenue growth in our Mobile business and lower costs stemming from reduced commercial activity in our Home business, partially offset by the impact of two adverse legal rulings;
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Panama declined 0.7%, as continued service revenue growth in mobile and new B2B contracts was more than offset by higher selling and marketing expenses (in addition to the aforementioned severance impact), as well as a favorable legal ruling in 2022;
Bolivia declined 7.3% due to a change in regulation which capped the overage rates on prepaid plans and took effect in August 2022 and due to a regulatory fine for a service outage related to a prior year; and
Other reportable segments increased 6.8%, as the appreciation of the Costa Rican colon drove very strong EBITDA growth from that country.
Group Consolidated results of operations for the years ended December 31, 2022 and 2021
The following table sets forth certain consolidated statement of income data for the periods indicated:
Year ended December 31
Percentage Change
2022(ii)2021 (i)
(U.S. dollars in millions, except percentages)
Revenue5,624 4,261 32.0%
Equipment, programming and other direct costs(1,506)(1,197)(25.8)%
Operating expenses(1,890)(1,546)(22.3)%
Depreciation(999)(804)(24.3)%
Amortization(345)(310)(11.4)%
Share of profit in joint ventures32 210 (84.6)%
Other operating income (expenses), net(2)NM
Operating profit915 619 47.9%
Interest and other financial expenses(617)(495)(24.6)%
Interest and other financial income18 23 (23.0)%
Revaluation of previously held interest— 670 NM
Other non-operating (expenses) income, net(78)(49)(57.2)%
Profit (loss) from other joint ventures and associates, net— (40)98.8%
Profit before taxes from continuing operations238 728 (67.3)%
Tax expense(222)(158)(41.1)%
Profit from continuing operations16 570 (97.2)%
Profit (loss) from discontinued operations, net of tax113 (28)NM
Net profit for the year129 542 (76.2)%
(i)     Re-presented for discontinued operations (see note A.4. to our audited consolidated financial statements).
(ii)        2021 financial information includes the impact of our acquisition of the remaining 45% shareholding in Tigo Guatemala (approximately 1.5 months of statement of income data as from November 12, 2021). See note A.1.2. to our audited consolidated financial statements. As a result, 2022 figures are not directly comparable with 2021 figures.
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The following table sets forth group revenue opened by:
Year ended December 31,
2022
2021 (ii)
Percentage Change
Group
Group
Group
(U.S. dollars in millions, except percentages)
Mobile revenue
2,9572,00047.9%
Fixed and other service revenue
2,1451,93810.7%
Other revenue
696015.3%
Service revenue(i)5,1713,99729.4%
Telephone and equipment revenue
45426372.3%
Revenue
5,6244,26132.0%
(i) Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, short message services, installation fees and other value added services excluding telephone and equipment sales.
(ii) As further explained above, Group numbers include Guatemala (until acquisition in November 2021) and exclude Africa.

Revenue
Revenue increased by 32.0% for the year ended December 31, 2022 to $5,624 million from $4,261 million for the year ended December 31, 2021. The increase in revenue of $1,363 million reflects the impact of the acquisition of Tigo Guatemala, as discussed above, which was partially offset by the depreciation of currencies in Colombia and Paraguay during the year.
Equipment, programming and other direct costs
Equipment, programming and other direct costs increased by 25.8% for the year ended December 31, 2022 to $1,506 million from $1,197 million for the year ended December 31, 2021. Of the increase, $322 million was attributable to the Tigo Guatemala acquisition. The remaining $14 million decline was primarily due to the impact of the depreciation of the Colombian peso and the Paraguayan guarani on our equipment, programming and other direct costs.
Operating expenses
Operating expenses increased by 22.3% for the year ended December 31, 2022 to $1,890 million from $1,546 million for the year ended December 31, 2021. Of the increase, $324 million was attributable to the Tigo Guatemala acquisition. The remaining $21 million of the increase was primarily due to increased investment to support the development and expansion of our Tigo Money and Towers businesses, increased energy and employee costs, as well as sales and marketing costs to support growth, especially in our Colombia business.
Depreciation
Depreciation increased by 24.3% for the year ended December 31, 2022 to $999 million from $804 million for the year ended December 31, 2021. Substantially all of the increase was attributable to the consolidation of Tigo Guatemala and the related purchase price allocation.
Amortization
Amortization increased 11.4% for the year ended December 31, 2022 to $345 million from $310 million for the year ended December 31, 2021. Of the increase, $88 million was attributable to the Tigo Guatemala acquisition, which offset a decline in amortization due to the one-off accelerated brand amortization in Panama in 2021.
Share of profit in joint ventures
Share of profit in joint ventures decreased by 84.6% for the year ended December 31, 2022 to $32 million from $210 million for the year ended December 31, 2021. The decrease reflects the impact of the Tigo Guatemala acquisition, as Tigo Guatemala contributed $183 million to share of profit in joint ventures for the year ended
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December 31, 2021 but was not included in the year ended December 31, 2022 due to its full consolidation. Excluding the impact of the Tigo Guatemala acquisition, share of profit in joint ventures would have increased by $6 million, due to increased profitability in Honduras.
Other operating income (expenses), net
Other operating income (expenses), net decreased by $7 million for the year ended December 31, 2022 to an expense of $2 million from an income of $5 million for the year ended December 31, 2021. Of the decrease, $3 million was attributable to the Tigo Guatemala acquisition. The decline was mainly due to $7 million in expenses related to a software contract termination for the year ended December 31, 2022 compared to a gain from an earn-out offset by losses from a disposal in our equity investment in Helios Towers for the year ended December 31, 2021.
Interest and other financial expenses
Interest and other financial expenses increased by 24.6% for the year ended December 31, 2022 to $617 million from $495 million for the year ended December 31, 2021, reflecting the consolidation of Tigo Guatemala, which contributed $89 million to the increase, and the subsequent issuance of debt by us and Tigo Guatemala.
Interest and other financial income
Interest and other financial income decreased by 23.0% for the year ended December 31, 2022 to $18 million from $23 million for the year ended December 31, 2021. which reflects the non-recurring gain from the exchange of the 6.625% Senior Notes due 2026 for newly issued 4.500% Senior Notes due 2031. Of the increase, $37 million was attributable to the Tigo Guatemala acquisition.
Other non-operating (expenses) income, net
Other non-operating expenses increased by $28 million for the year ended December 31, 2022 to an expense of $78 million from an expense of $49 million for the year ended December 31, 2021. The increase was mainly due to foreign exchange losses for the year ended December 31, 2022 compared to a revaluation charge of the put-option liability in Panama for $26 million and losses on foreign exchange, which was partially offset by the mark-to-market revaluation of Helios Towers for an $18 million gain for the year ended December 31, 2021. Of the increase, $2 million was attributable to the Tigo Guatemala acquisition.
Revaluation of previously held interest
As a result of the acquisition of the remaining 45% shareholding in Guatemala, the Group had to revalue its 55% previously held investment at the fair value implied by the transaction. This resulted in the recognition of a gain of $670 million with a corresponding increase in goodwill in 2021.
Loss from other joint ventures and associates, net
Loss from other joint ventures and associates, net decreased by $39 million for the year ended December 31, 2022 to $0 million from a loss of $40 million for the year ended December 31, 2021 that was attributable to our former operations in Ghana.
Tax expense
Charges for taxes increased by 41.1% for the year ended December 31, 2022 to $222 million from $158 million for the year ended December 31, 2021. A majority of the increase, was attributable to the consolidation of Tigo Guatemala as of November 12, 2021. The increase was also impacted by the net effect of the recognition and derecognition of certain deferred tax assets in UNE and Colombia Móvil, respectively, as well as an amnesty settlement.
The main components of charges for taxes, net are the income tax generated by our operations and the withholding tax we pay when cash is repatriated from our local operations. We also have net losses mainly in our corporate entities that reduce our profit before taxes and for which no deferred tax asset is recognized due to the history of losses in such entities. As a result, our effective tax rate is generally above our average statutory tax rate. Moreover, due to the jurisdictional differences and mix, we do not have the opportunity to offset tax expense with accumulated tax loss carry-forwards
Net profit for the year
Net profit for the year decreased by $413 million for the year ended December 31, 2022 to a profit of $129 million from $542 million for the year ended December 31, 2021. Profit for the year from continuing operations increased by $554 million for the year ended December 31, 2022 to a profit of $16 million from $570 million for the year ended
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December 31, 2021 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax increased by $141 million for the year ended December 31, 2022 to $113 million as compared to a loss of $28 million for the year ended December 31, 2021.
Revenue and EBITDA by Reportable Segment for the years ended December 31, 2022 and 2021
Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other reportable segments, which includes Nicaragua, Costa Rica and El Salvador. The Honduras segment presents the results of our Honduras joint venture as if it were fully consolidated, as this reflects the way management reviews and uses internally reported information to make decisions. The Guatemala segment also includes our operations in Guatemala for all periods presented. The following table sets forth our revenue by reportable segments for the years ended December 31, 2022 and 2021 . See note B.3.to our audited consolidated financial statements for additional details.
Revenue by Reportable SegmentsYear ended December 31,
Percentage
Change
20222021
(U.S. dollars in millions, except percentages)
Guatemala1,618 1,601 1.1%
Colombia1,335 1,414 (5.5)%
Panama651 633 2.9%
Bolivia621 623 (0.4)%
Honduras (i)586 589 (0.5)%
Paraguay556 555 0.2%
Other reportable segments
861 827 4.1%
Inter-segment and other eliminations (i)(605)(1,982)69.5%
Total Group5,624 4,261 32.0%
Guatemala represented 26%, Colombia represented 21%, Panama, Bolivia, Honduras and Paraguay each represented between 9% and 10%, while other reportable segments collectively represented 14% of our total revenue for reportable segments for the year ended December 31, 2022. Guatemala revenues of $1,618 million increased 1.1% year-on-year, as the impact of competitive pressure in prepaid mobile was more than offset by stronger relative performance in the other business units. Panama revenue increased $18 million, or an increase of 2.9%, due to strong results in the Mobile business. In Colombia, revenue declined 5.5% as a result of the depreciation of the Colombian peso which offset strong organic growth in our Mobile business driven by postpaid customers.
EBITDA by Reportable Segments
Year ended December 31
Percentage
Change
20222021
(U.S. dollars in millions, except percentages)
Guatemala857 857 —%
Colombia404 441 (8.4)%
Panama298 281 6.2%
Bolivia242 249 (3.0)%
Honduras (i)262 259 1.1%
Paraguay245 242 1.0%
Other reportable segments330 310 6.3%
(i) While the Millicom Group holds a 66.67% equity interest in the Honduras joint venture being accounted for using the equity method, its performance is reviewed by the CODM in a similar manner as the Group's fully owned operations and is therefore also shown as a separate operating segment at 100%.
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However, such amounts are removed for reconciliation to the Group total revenue. See note B.3. to our audited consolidated financial statements for further details on segment information.

Guatemala, Colombia and Panama delivered the highest EBITDA by segment in 2022. When comparing EBITDA in 2022 to 2021, Guatemala was flat, reflecting challenging competitive dynamics. Colombia declined 8.4%, as the impact of the weaker Colombia peso more than offset organic growth in the business. Panama grew 6.2% thanks to continued service revenue growth in our mobile business. Bolivia declined 3.0% impacted by a change in regulation that capped overage rates on prepaid and took effect in August 2022.
Other financial data
20232022
(U.S. dollars in millions, except percentages)
Group:
Service revenue
5,2505,171
Telephone and equipment revenue
411454
Revenue
5,6615,624
Revenue growth
0.7%32.0%
Revenue organic growth(2)
1.5%3.3%
Service revenue growth
1.5%29.4%
Service revenue organic growth(2)
2.3%3.5%
Net cash provided by operating activities
1,2231,284
Net cash used in investing activities
(1,116)(1,104)
Net cash used in financing activities
(377)(1)
Operating free cash flow(1)
645765
Free cash flow(1)
(121)77
Equity free cash flow(1)
(34)161
Equity free cash flow excluding Africa and Lati taxes(1)
(18)171
(1) Free Cash Flow Measures
Operating free cash flow, free cash flow, equity free cash flow and equity free cash flow excluding Africa and Lati taxes are all Non-IFRS alternative performance measures. See —"Use of Non-IFRS Terms" below for more information on these measures.
The following table shows a reconciliation from Net cash provided by operating activities to Operating free cash flow, Free cash flow, Equity free cash flow, and Equity free cash flow excluding Africa and Lati taxes for the Millicom Group:
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20232022
(U.S. dollars in millions)
Net cash provided by operating activities
1,2231,284
Purchase of property, plant and equipment
(814)(800)
Proceeds from sale of property, plant and equipment
1721
Purchase of other intangible assets
(133)(179)
 Purchase of spectrum and licenses(236)(93)
Finance charges paid, net589530
Operating free cash flow
645765
Interest (paid), net
(589)(530)
Lease capital repayments(177)(157)
Free cash flow
(121)77
Repatriation from joint ventures
8688
Advances and dividends paid to non-controlling interests
(4)
Equity free cash flow
(34)161
Less: Equity free cash flow - Africa(10)
Less: Lati carve-out taxes (i)(17)
Equity free cash flow - ex. Africa and Lati taxes(18)171
(i) Taxes related to the Lati carve-out transaction.

(2) Revenue and Service Revenue Organic Growth
Revenue Organic Growth and Service Revenue Organic Growth are non-IFRS alternative performance measures. See "—Use of Non-IFRS Terms" below for more information on these measures.
The following table shows a reconciliation from reported growth on an IFRS basis to organic growth for revenue and service revenue:
Revenue
Service Revenue
As of and for the year ended December 31,
2023202220232022
(U.S. dollars in millions, except percentages)
Current period
5,6615,6245,2505,171
Prior year period
5,6244,2615,1713,997
Reported Growth
0.7%32.0%1.5%29.4%
    Change in perimeter impact(i)
—%(32.2)%—%(29.4)%
Foreign exchange impact and other (ii)
0.8%3.5%0.7%3.5%
Organic Growth
1.5%3.3%2.3%3.5%
(i)    The following changes in perimeter impact were eliminated to calculate Revenue Organic Growth and Service Revenue Organic Growth: a positive $1,373 million revenue impact and a positive $1,174 million service revenue impact, respectively in the year ended December 31, 2022 due to revenue generated by Tigo Guatemala, which was consolidated as of November 12, 2021.
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(ii)    The following foreign exchange and other impacts were eliminated to calculate Revenue Organic Growth: a negative $46 million revenue impact in the year ended December 31, 2023, and a positive $148 million revenue impact in the year ended December 31, 2022. The following foreign exchange and other impacts were eliminated to calculate Service Revenue Organic Growth: a negative $38 million service revenue impact in the year ended December 31, 2023, and a positive $141 million service revenue impact in the year ended December 31, 2022.
Use of Non-IFRS Terms
Non-IFRS Measures
This Annual Report contains financial measures that are not prepared in accordance with IFRS. These measures are referred to as “non-IFRS” measures, and they are not uniformly or legally defined financial measures. Non-IFRS measures are not substitutes for IFRS measures in assessing our overall operating performance. Because non-IFRS measures are not determined in accordance with IFRS, and are susceptible to varying calculations, non-IFRS measures may not be comparable to other similarly titled measures presented by other companies.
Non-IFRS measures are included in this Annual Report because they are used by our management, and we believe they provide investors with additional information for the analysis of Millicom’s results of operations, particularly in evaluating performance from one period to another. Millicom’s management uses non-IFRS measures to make operating decisions, as they facilitate additional internal comparisons of Millicom’s performance to historical results, and provides them to investors as a supplement to Millicom’s reported results for additional insight into Millicom’s operating performance. Millicom’s Compensation Committee uses certain non-IFRS measures when assessing the performance and compensation of employees, including Millicom’s Executive Directors.

Non-IFRS measures have limitations as an analytical tool. The non-IFRS measures used by Millicom may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. See “—Alternative Performance Measures” for additional information. In addition, these non-IFRS measures should not be considered in isolation as a substitute for, or as superior to, financial measures calculated in accordance with IFRS. Millicom’s financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated.

Description of Non-IFRS Measures
Equity free cash flow is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses, Finance charges paid, net, Interest paid, net and Lease capital repayments, as adjusted for Repatriation from joint ventures and Advances and dividends paid to non-controlling interests.

Equity free cash flow excluding Africa and Lati taxes is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses, Finance charges paid, net, Interest paid, net and Lease capital repayments, as adjusted for Repatriation from joint ventures and Advances and dividends paid to non-controlling interests (not including any such amounts attributable to the Company’s former operations in Africa), less taxes attributable to the transfer of tower assets to Lati.

Free cash flow is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses, Finance charges paid, net, Interest paid, net and Lease capital repayments.

Operating free cash flow is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses and Finance charges paid, net.

Revenue organic growth is defined as the period-over-period change in Revenue, adjusted for changes in perimeter impact and the effects of foreign exchange and other similar impacts.

Service revenue organic growth is defined as the period-over-period change in Service Revenue, adjusted for changes in perimeter impact and the effects of foreign exchange and other similar impacts.

Critical accounting policies
The preparation of our consolidated financial statements requires management to use judgment in applying accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial
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statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management’s best knowledge of current events, actions and best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are described in “Introduction— Judgments and critical estimates” in the notes to our audited consolidated financial statements, and in the notes referenced therein.
For a description of new or amended IFRS accounting standards to which we are subject, see “Introduction— New and amended IFRS accounting standards” in the notes to our audited consolidated financial statements.
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Liquidity and Capital Resources
Overview
The Millicom Group’s sources of funds are cash from operations, internal and external financing as well as proceeds from the disposal of assets. The Millicom Group finances its operations centrally at the MIC S.A. level or alternatively, where it deems it more cost effective to do so, at the operational level.
In particular, we seek to finance the costs of deploying and expanding our fixed and mobile networks mainly at the operating level on a country-by-country basis, utilizing credit facilities provided by banks and entering into leases, obtaining financing from the debt capital markets, and seeking funding from export credit agencies and development financial institutions such as the Inter-American Development Bank.
If we decide to acquire other businesses, we expect to fund these acquisitions from cash resources, borrowings under existing credit facilities, through new borrowings, including under new credit facilities or issuances of debt securities, and, if necessary, we may issue equity to raise funds.
As of December 31, 2023, our consolidated cash and cash equivalents balance was $775 million (of which $384 million was at the holdings level and $391 million was at the operating subsidiaries level). As of December 31, 2022 and 2021, our consolidated cash and cash equivalents balance was $1,039 million (of which $675 million was at the holdings level and $364 million was at the operating subsidiaries level) and $895 million (of which $260 million was at the holdings level and $635 million was at the operating subsidiaries level), respectively. If funds at the foreign operating subsidiaries level are repatriated, taxes on each type of repatriation and each country would need to be accrued and paid, where applicable.
As of December 31, 2023, our total consolidated indebtedness (excluding lease liabilities) was $6,697 million. As of December 31, 2022 and 2021 our total consolidated indebtedness (excluding lease liabilities) was $6,804 million and $7,744 million , respectively.
We believe that our available cash and cash equivalents, borrowings and funds from our operating subsidiaries will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months.
Cash repatriation
Cash repatriation is dependent on operating and financial performance of our operations. Cash repatriation is accomplished through a combination of dividends, fees and shareholder loan repayments.
The following table sets forth cash repatriated to MIC S.A. from our subsidiaries and joint ventures for the periods presented:
20232022(i)2021
(U.S. dollars in millions)
Subsidiaries566 1,565 556 
Joint ventures86 85 49 
Total652 1,651 605 
(i)    Cash repatriated from subsidiaries as of December 31, 2022 includes approximately $900 million of proceeds from the issuance of the 5.125% Senior Notes due 2032, which were used to partially refinance the bridge loan that we obtained to fund the acquisition of the remaining 45% equity interest in our Guatemala business.
In each case, the repatriated cash was principally used to cover corporate expenses, service corporate debt and pay corporate taxes.
Some of our operating subsidiaries and joint ventures have covenants on debt outstanding that impose restrictions on their ability to upstream cash to MIC S.A. As a result of these restrictions, significant cash or cash equivalent balances may be held from time to time at our operating subsidiaries and joint ventures.
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Cash flows
Set forth below is a comparative discussion of our cash flows, which includes cash flows from discontinued operations.
Years ended December 31, 2023 and 2022
For the year ended December 31, 2023, cash provided by operating activities was $1,223 million, compared to $1,284 million for the year ended December 31, 2022. The decrease is mainly due to higher working capital due to foreign exchange for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Cash used in investing activities was $1,116 million for the year ended December 31, 2023, compared to $1,104 million for the year ended December 31, 2022. In the year ended December 31, 2023, Millicom used $814 million to purchase property, plant and equipment, $236 million to purchase spectrum and licenses and $133 million to purchase other intangible assets, and these items were partially offset by proceeds of $63 million in dividends from joint ventures and $17 million from the sale of property, plant and equipment such as copper wires and buildings. For the year ended December 31, 2022, Millicom used $283 million for the acquisition of the non-controlling interest of Tigo Panama, $800 million to purchase property, plant and equipment and $179 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $10 million in dividends from joint ventures, $152 million from the disposal of subsidiaries and joint ventures and $21 million from the sale of property, plant and equipment such as towers and buildings.
Cash used in financing activities was $377 million for the year ended December 31, 2023, compared to $1 million for the year ended December 31, 2022. For the year ended December 31, 2023, we repaid debt of $632 million and lease capital of $177 million, while raising funds of $362 million through new financing. In 2023, our partner in Colombia contributed $74 million to our Colombian subsidiary, we paid no dividends, and we paid $5 million for share repurchases. For the year ended December 31, 2022 we repaid debt of $2,127 million and lease capital of $157 million while raising funds of $1,570 million through new financings. We also issued new equity for a total net amount of $717 million. In the year ended December 31, 2022, we paid no dividends and did not repurchase shares.
Years ended December 31, 2022 and 2021
For the year ended December 31, 2022, cash provided by operating activities was $1,284 million, compared to $956 million for the year ended December 31, 2021. The increase is mainly due to the consolidation of Tigo Guatemala and higher working capital during due to foreign exchange for the year ended December 31, 2022 compared to the year ended December 31, 2021
Cash used in investing activities was $1,104 million for the year ended December 31, 2022, compared to $2,703 million for the year ended December 31, 2021. In the year ended December 31, 2022, Millicom used $283 million for the acquisition of the non-controlling interest of Tigo Panama, $800 million to purchase property, plant and equipment and $179 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $10 million in dividends from joint ventures, $152 million from the disposal of subsidiaries and joint ventures, and $21 million from the sale of property, plant and equipment such as towers and buildings. For the year ended December 31, 2021, Millicom used $2,000 million in the acquisition of subsidiaries, $740 million to purchase property, plant and equipment and $98 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $13 million in dividends from joint ventures, $30 million from the disposal of subsidiaries, $163 million from the disposal of equity investments and $11 million from the sale of property, plant and equipment such as towers
Cash provided by financing activities was $1 million for the year ended December 31, 2022, compared to cash used by financing activities of $1,777 million for the year ended December 31, 2021. For the year ended December 31, 2022, we repaid debt of $2,127 million and lease capital of $157 million while raising funds of $1,570 million through new financing. We also issued new equity for a total net amount of $717 million. In 2022, we paid no dividends and did not repurchase shares. In the year ended December 31, 2021, we paid no dividends, used $50 million for share repurchases, and repaid debt of $1,335 million and lease capital of $137 million while raising funds of $3,113 million through new financings.


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Group Capital expenditures and commitments
Our capital expenditures of property, plant and equipment, licenses and other intangibles on a consolidated basis, including accruals for such additions at the end of the periods, for the years ended December 31, 2023, 2022, and 2021 are set out in the table below. Our capital expenditure mainly relates to the growth of the 4G network, the rollout of the HFC network, connection of new homes, IT investments and spectrum.
Year ended December 31
202320222021
(U.S. dollars in millions)
Additions to property, plant and equipment693 823 787 
Additions to licenses and other intangibles522 345 164 
Total consolidated additions1,215 1,167 951 
As of December 31, 2023, we had commitments to purchase network equipment, other fixed assets and intangible assets with a value of $350 million from a number of suppliers, of which $254 million was within one year and $95 million more than one year. Out of these commitments, $18 million relate to the Group’s share in joint ventures ($18 million within one year). We expect to meet these commitments from our current cash balance and from cash generated from our operations.
Financing
We seek to finance our operations on a country-by-country basis when we determine it to be more cost and risk effective. As local financial markets become more developed, we have been able to finance increasingly at the level of our operations in local currency and on a generally non-recourse basis to MIC S.A. As of December 31, 2023, 64% ($4,309 million) of our total consolidated debt of $6,697 million (excluding lease liabilities, but including vendor financing) was at the operational level (excluding our Honduras joint venture) and generally non-recourse to MIC S.A., and 42% of this debt was denominated in local currency. In addition, as of December 31, 2023 our joint venture in Honduras had $360 million of debt excluding lease liabilities which was non-recourse to MIC S.A. From time to time, we may provide support to our subsidiaries and service indebtedness that is held at the operational level.
Consolidated indebtedness
Millicom’s total consolidated debt and financing (that is, excluding lease liabilities but including vendor financing) as of December 31, 2023 was $6,697 million (December 31, 2022: $6,804 million). Our total consolidated net debt (representing debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits) was $5,956 million (December 31, 2022: $5,799 million).
Millicom's lease liabilities as of December 31, 2023 were $1,043 million. 99% of our consolidated lease liabilities, or $1,035 million, was at the operational level (excluding our joint venture in Honduras) and non-recourse to MIC S.A. Including lease liabilities, Millicom's total consolidated financial obligations as of December 31, 2023 were $7,739 million (December 31, 2022: $7,820 million). Our total consolidated net financing obligations (that is,net debt plus lease liabilities) were $6,999 million (December 31, 2022: $6,815 million). In 2023, the definition of net debt changed to include derivative financial instruments in order to have a more comprehensive view of our financial obligations. 2022 figures have also been represented accordingly.
See note C.6. to our audited consolidated financial statements included elsewhere in this Annual Report for a reconciliation of total consolidated debt and financing to total consolidated net debt. Our consolidated interest and other financial expenses for the year ended December 31, 2023 were $712 million and for the years ended December 31, 2022 and 2021 were $617 million and $495 million, respectively.
The following table sets forth our consolidated debt and financing by entity or operational entity location for the periods indicated:
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202320222021
(US$ millions)
MIC S.A. (Luxembourg)2,388 2,573 4,020 
Latin America:
Guatemala1,463 1,465 605 
Colombia713 605 802 
Paraguay665 678 751 
Bolivia246 260 310 
El Salvador174 173 100 
Costa Rica142 128 121 
Nicaragua148 147 — 
Panama759 773 846 
Africa:
Tanzania (i)— — 188 
Total debt and financing6,697 6,804 7,744 
(i)    Divested upon the completion of the sale of our operations in Tanzania.

For a more detailed description of our outstanding financial obligations, including our credit facilities and outstanding bond or note issuances, see note C.3. to our audited consolidated financial statements.
Our financing facilities at the MIC S.A. level are subject to a number of financial covenants including leverage covenants. In addition, most financings at the MIC S.A. level contain restrictions on sale of businesses or significant assets within the businesses.
Our financing facilities at the operational level are subject to a number of financial covenants including leverage and restricted payment covenants, and in certain cases, debt service coverage and debt to earnings covenants. In addition, some of the financings at the operational level contain restrictions on sale of businesses or significant assets within the businesses.
From time to time, we repurchase certain outstanding indebtedness at both the MIC S.A. level and the operational level. During 2023, MIC S.A. repurchased in the open market approximately $16 million of its 4.500% Senior Notes due 2031, Comcel repurchased approximately $49 million of its 5.125% Senior Notes due 2032 and Cable Onda repurchased approximately $16 million of its 4.500% Senior Notes due 2030. See Note C.3.1. to our audited consolidated financial statements. We and our subsidiaries expect to continue to repurchase debt in pursuit of our leverage target, and may do so in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, and we and our subsidiaries may redeem debt that we or they are permitted to redeem under its terms.
Indebtedness of joint ventures
With respect to the Honduras joint venture, total debt excluding lease liabilities as of December 31, 2023 was $360 million. As of December 31, 2023, our joint venture in Honduras had lease liabilities of $61 million. The total net debt (representing debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits) was $313 million. Annual interest expense for the Honduras joint venture for the years ended December 31, 2023, 2022 and 2021 was $29 million, $29 million and $34 million, respectively.
The following table sets forth the debt and financing of the Honduras joint venture for the periods indicated:
202320222021
(US$ millions)
Honduras422 357 340 
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The financing facilities of the Honduras joint venture are not subject to specific financial covenants. However, some of them contain covenants or restrictions on sale of businesses or significant assets within the businesses.
With respect to our operations in Guatemala (former joint venture, see note A.1.2. to our audited consolidated financial statements) interest expense for the period ended November 12, 2021 was $52 million.

Off-Balance Sheet Arrangements
As of December 31, 2023, the Millicom Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to cover letters of credit, or guarantees issued was $505 million with $6 million pledged deposits for these debts and financings as of December 31, 2023. The table below details the maximum exposure under these guarantees and their remaining terms, as of December 31, 2023.
Total
Less than 1 year
1-3 years
3-5 years
(US$ millions)
Theoretical maximum exposure
505 15 322 169 

Trend Information
For a discussion of trend information, see “—Operating Results—Factors affecting our results of operations.” and “—Operating Results—Factors affecting comparability of prior periods."
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DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management (including Share Ownership)
See "Corporate Governance—Board Governance—Board Profile: Skills and Experience" for more information on our directors and senior management.

Compensation
For the financial year ended December 31, 2023, the total compensation paid to MIC S.A.’s directors was $1.7 million and to the CEO and CFO the total cash compensation plus benefits (excluding pension) was $4.1 million. The total amounts set aside or accrued by Millicom to provide pension, retirement or similar benefits for the CEO and CFO was $0.5 million.
The Company provides information on the individual compensation of its directors and certain members of its executive management in its annual report filed with the Registre de Commerce et des Sociétés (Luxembourg Trade and Companies Register), the Société de la Bourse de Luxembourg S.A. (Luxembourg Stock Exchange) and the Commission de Surveillance du Secteur Financier (CSSF). As that annual report is made publicly available, the relevant individual compensation information it contains for directors and executive management is included below.

Remuneration of Directors
Decisions on annual remuneration of directors (“tantièmes”) are reserved by the Articles of Association to the general meeting of shareholders. Directors are prevented from voting on their own compensation.The remuneration of the non-executive members of the Board of Directors comprises an annual fee and shares of MIC S.A. The remuneration is 100% fixed. Non-executive directors do not receive any fringe benefits, pensions or any form of variable remuneration. No remuneration was paid to any of the non-executive directors in 2023 or 2022 from any other undertakings within the Millicom Group.
Director remuneration is proposed by the Nomination Committee and approved by the shareholders at the AGM or other shareholders’ meetings. During early 2023, in proposing Director Remuneration, the Nomination Committee, received input from an external compensation advisor, including market and peer benchmarking, and considered the frequency of meetings and complexity of Millicom’s business and governance structures. After consideration of these and other relevant aspects, the Nomination Committee proposed to keep the structure and propose no increase in the amount of remuneration for each role for the non-executive directors. In accordance with resolution 18 adopted by the AGM on May 31, 2023, the Nomination Committee of Millicom was instructed to propose Director remuneration for the period from the date of the 2023 AGM to the date of the AGM in 2024.
At the AGM held on May 31, 2023, MIC S.A.’s shareholders approved the compensation for the nine non-executive directors expected to serve from that date until the 2024 AGM consisting of two components: (i) cash-based compensation and (ii) share-based compensation. The share-based compensation is in the form of fully paid-up shares of MIC S.A. Such shares are provided from the Company’s treasury shares or if permitted, alternatively issued within MIC S.A.’s authorized share capital exclusively in exchange for the allocation from the share premium reserve (i.e., for nil consideration from the relevant directors), in each case divided by the average Millicom closing share price on the Nasdaq in the US for the three-month period ending April 30, 2023, or US$18.75 per share, provided that shares shall not be issued below the par value. Executive Directors do not receive any remuneration in their capacity as Directors.
In respect of directors who do not serve an entire term from the 2023 AGM until the 2024 AGM, the fee-based and the share-based compensation is pro-rated pro rata temporis.
Director remuneration (Board and Committees) for the year ended December 31, 2023 and December 31, 2022 (covering the period from May 31, 2023 to the date of the AGM in May 2024 as resolved at the shareholder meeting on May 31, 2023) is set forth in the following table. See Board Committees section, starting on page 144 for details on those Directors that are also committee members.
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20232022
Name of DirectorCash-based feeShare-based fee (i)TotalCash-based feeShare-based fee (i)Total
In thousands of USD
Mr. José Antonío Rios García - Former chair of the Board (ii)$105.0$210.0$315.0$105.0$210.0$315.0
Ms. Pernille Erenbjerg - Deputy Chair of the Board$100.0$160.0$260.0$100.0$160.0$260.0
Ms. Maria Teresa Arnal (since May 2023)$67.5$105.0$172.5Not Applicable
Mr. Bruce Churchill$90.0$105.0$195.0$77.5$105.0$182.5
Mr. Tomas Eliasson $100.0$105.0$205.0$90.0$105.0$195.0
Mr. Michael Golan (since May 2023) (iii)Not Applicable
Mr. Nicolas Jaeger (since May 2023)$67.5$105.0$172.5Not Applicable
Mr. Thomas Reynaud (since May 2023)$67.5$105.0$172.5Not Applicable
Ms. Blanca Treviño de Vega (since May 2023)$77.5$105.0$182.5Not Applicable
Former Directors (in all cases, until May 2023)
Mr. Odilon Almeida - Former Chair of the Compliance and Business ConductNot Applicable$80.0$105.0$185.0
Ms. Mercedes Johnson - Former Chair of the Audit and Compliance CommitteeNot Applicable$112.5$105.0$217.5
Mr. Lars-Johan Jarnheimer Not Applicable$67.5$105.0$172.5
Mr. James ThompsonNot Applicable$90.0$105.0$195.0
Total (iv)$675.0$1,000.0$1,675.0$722.5$1,000.0$1,722.5
(i)    Share-based compensation for the period from May 31 2023to May 2024 was calculated by dividing the approved remuneration by the average Millicom closing share price on the Nasdaq in the US for the three-month period ending April 30, 2023 and represented a total of 53,343 shares. Total remuneration for the period from May31, 2023 to May 2024 after deduction of applicable withholding tax at source comprised 75% in shares and 25% in cash.
(ii)    Mr. Rios Garcia resigned from the board of directors on August 31, 2023.
(iii)    Mr. Golan declined to receive any director remuneration.
(iv)     Total remuneration for the period from May 31, 2023 to May 2024 after deduction of applicable withholding tax at source comprised 75% in shares and 25% in cash (2022: 73% in shares and 27% in cash).



Remuneration of Executive Management
See Compensation and Talent Committee's Report section, starting on page 128.

Employees
As of December 31, 2023, the Millicom Group had approximately 16,527 employees, 19,446 employees in 2022 and 20,687 employees in 2021. Management believes that relations with the employees are good. Some of our employees belong to a union and approximately 14% of our employees participated in collective agreements as of December 31, 2023. The temporary employees of the Company corresponded to 5% of the average total number of employees as of December 31, 2023.


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FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information
Financial Statements
Consolidated financial statements are set forth under “Financial Statements.”
Legal Proceedings
General litigation
In the ordinary course of business, Millicom is a party to various litigation or arbitration matters in each jurisdiction in which we operate. The principal categories of litigation to which we are subject include the following:
•    commercial claims, which include claims from third-party dealers, suppliers and customers alleging breaches or improper terminations of commercial agreements, or the charging of fees not in compliance with applicable law;
•    regulatory claims, which consist primarily of consumer claims, as well as complaints regarding the locations of antennae and other equipment; and
•    labor and employment claims, including claims for wrongful termination and unpaid severance or other benefits.
By category of litigation, commercial claims account for a majority of the litigation matters to which we are party by both number of cases and total potential exposure based on the amount claimed.
By geography, litigation matters in Colombia represent a majority of the litigation matters to which we are party by both number of cases and total potential exposure. This is due to the size of our operations in Colombia, the comparatively high general prevalence of litigation there, and consumer protection and quality of service regulations which facilitate claims against telecommunications companies.
For additional details, see note G.3.1. to our audited consolidated financial statements.
Tax disputes
In addition to the litigation matters describe above, we have ongoing tax claims and disputes in most of our markets. Generally, these disputes relate to differences with the tax authorities following their completion of audits for prior tax years dating back to 2007 or challenges by the tax authorities to our interpretation of tax regulations. Examples of these challenges and disputes relate to issues such as the following:
•    the applicability, deductibility or reporting of VAT or sales tax in Honduras and Costa Rica;
•    withholding tax payable on commissions, interconnection services, roaming, services fees and finance leases in Bolivia, El Salvador, Guatemala, Honduras and Paraguay;
•    the application of stamp tax on dividend payments in Guatemala;
•    the deductibility of expenses and interest on shareholder loans and other debt instruments in El Salvador and Costa Rica;
•    the deductibility of management, royalty and service fees paid to MIC S.A. by our operations in El Salvador, Honduras and Nicaragua;
•    deductibility of commissions and discounts on handsets in Honduras and El Salvador;
•    the deductibility of expenses for depreciation and amortization in Colombia, Guatemala, Nicaragua and Paraguay;
the application of the territoriality principle in the determination of the taxable base of municipal taxes in Colombia and Nicaragua; and
Withholding tax and deductibility of expenses due to the application of double tax treaties in Panama.

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In many instances, the tax authorities seek to impose substantial penalties and interest charges while the disputed amounts remain unpaid, as we seek resolution through negotiations or court proceedings, resulting in significantly higher total claims than we expect the tax authorities will receive once the matter has been finally resolved. We work with the local tax authorities to substantiate claims or negotiate settlement amounts to close an audit, except in those instances where we are challenging or appealing the tax authorities’ claims.
For additional details, see note G.3.2. to our audited consolidated financial statements.
Dividend and Share Repurchase Plans
For a description of the shareholders’ and SDR holders’ rights to receive dividends, the conditions to declare and pay dividends and the terms of the current share repurchase plan, please refer to "Corporate Governance—Corporate Governance Statement and Framework."

Significant Changes
No significant changes have occurred other than as described in this Annual Report since the date of our most recent audited consolidated financial statements.

THE OFFER AND LISTING
Offer and Listing Details
The principal trading market of MIC S.A.’s shares is currently Nasdaq Stockholm, where MIC S.A.’s shares are listed and trade in the form of SDRs. Each SDR represents one share. MIC S.A. does not intend to list its SDRs on any national securities exchange in the United States.
Since January 9, 2019, MIC S.A.’s common shares have been listed on the Nasdaq Stock Market’s Global Select Market (the “Nasdaq Global Select Market”) in the United States. MIC S.A.’s common shares had previously been listed on the Nasdaq Global Select Market until May 27, 2011.

Markets
The SDRs are listed on the main market of Nasdaq Stockholm under the symbol “TIGO SDB" (formerly "MIC_SDB”). Nasdaq Stockholm is a regulated market in accordance with the Swedish Securities Market Act and is subject to regulation and supervision by the Swedish Financial Supervisory Authority. The Swedish Securities Market Act provides for the regulation and supervision of the Swedish securities markets and market participants, and the Swedish Financial Supervisory Authority implements such regulation and supervision.
MIC S.A.’s common shares are listed on the Nasdaq Global Select Market in the United States under the symbol “TIGO.”

ADDITIONAL INFORMATION
Related Party Transactions
The related party transactions disclosures in our audited consolidated financial statements are in some respects broader than that required by Form 20-F. For purposes of consistency of presentation, references to "related parties" refer to the broader definition that is used in our audited consolidated financial statements. The Company conducts transactions with certain related parties on normal commercial terms and conditions as described in Note G.5. to our audited consolidated financial statements .

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Material Contracts
Share Purchase Agreement
On June 29, 2022, the Company entered into an agreement to acquire the remaining 20% equity interest in Tigo Panama for approximately $290 million in cash. The acquisition was made pursuant to a share purchase agreement, dated June 29, 2022, among Millicom LIH, S.A., as the buyer, and Medios de Comunicación Ltd., Telecarrier International Ltd., IGP Trading Corp., Tenedora Activa, S.A. and Nicolas González Revilla Paredes, as sellers. The share purchase agreement is included as Exhibit 4.13 to this Annual Report.
Bridge Loan Agreement
On November 10, 2021, MIC S.A. entered into a $2.15 billion bridge loan to fund the acquisition of the remaining 45% equity interest in its Guatemala joint venture business. The bridge loan matured on May 10, 2022, with an option to extend for one six-month period. The loan was governed by the bridge loan agreement, dated November 10, 2021, among Millicom International Cellular S.A., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The bridge loan agreement is included as Exhibit 4.7 to this Annual Report.
Revolving Credit Facility
MIC S.A. has a $600 million revolving credit facility that matures on October 15, 2025, with an option to extend for two one-year periods. The facility is governed by the revolving credit agreement, dated October 15, 2020, among Millicom International Cellular S.A., the lenders from time to time party thereto, and the Bank of Nova Scotia. The revolving credit agreement is included as Exhibit 4.2 to this Annual Report.
Credit and Guaranty Agreement
Telemóvil El Salvador, S.A. de C.V. and Telefonía Celular de Nicaragua, S.A. have a $225 million credit agreement that matures on September 12, 2027. The credit agreement is governed by the credit and guaranty agreement, dated September 12, 2022, among Telemóvil El Salvador, S.A. de C.V. and Telefonía Celular de Nicaragua, S.A., as borrowers, Millicom International Cellular S.A., as guarantor, the lenders named therein, and the Bank of Nova Scotia, as administrative agent. The credit and guaranty agreement is included as Exhibit 4.14 to this Annual Report.
2031 4.500% Senior Notes
On October 19, 2020, MIC S.A. issued $500 million 4.500% senior notes that mature on April 27, 2031 (the “Original 4.500% Notes”). The notes were issued pursuant to the indenture for the $500 million 4.500% Senior Notes due 2031, dated October 27, 2020, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG. The indenture is included as Exhibit 4.5 to this Annual Report (the “2020 Indenture). In addition, on September 24, 2021, MIC S.A. issued $308 million of additional notes of the same series pursuant to the 2020 Indenture, which are treated as a single class with the Original 4.500% Notes.
2028 5.125% Senior Notes
On September 20, 2017, MIC S.A. issued a $500 million 5.125% fixed interest rate bond that matures on January 15, 2028. The bond was issued pursuant to the amended and restated indenture for the $500 million 5.125% Senior Notes due 2028, dated May 30, 2018, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG. The amended and restated indenture is included as Exhibit 4.1 to this Annual Report.
2026 6.625% Senior Notes
On October 16, 2018, to help finance the acquisition of Tigo Panama, MIC S.A. issued $500 million aggregate principal amount of its 6.625% fixed interest rate notes that mature on October 15, 2026. The notes were issued pursuant to the indenture for the $500 million 6.625% Senior Notes due 2026, dated October 16, 2018, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG. The indenture is included as Exhibit 4.6 to this Annual Report.

2029 6.250% Senior Notes
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On March 25, 2019, to help finance the Telefónica CAM Acquisitions, MIC S.A. issued $750 million aggregate principal amount of its 6.250% Senior Notes due 2029. The notes were issued pursuant to the indenture for the $750 million 6.250% Senior Notes due 2029, dated March 25, 2019, between Millicom International Cellular S.A., Citibank S.A., London Branch and Citigroup Global Markets Europe AG. The indenture is included as Exhibit 4.3 to this Annual Report.
2027 5.875% Senior Notes
On April 5, 2019, the Company's subsidiary Telefónica Celular del Paraguay S.A. issued $300 million aggregate principal amount of 5.875% Senior Notes due 2027 (the "Original 5.875% Notes"). The notes were issued pursuant to the indenture for the $300 million 5.875% Senior Notes due 2027, dated April 5, 2019, between Telefónica Celular del Paraguay S.A., Citibank, N.A. and Banque Internationale à Luxembourg SA (the "2027 Indenture"). The 2027 Indenture is included as Exhibit 4.8 to this Annual Report. In addition, on January 28, 2020, Telefónica Celular del Paraguay S.A. issued $250 million of additional notes of the same series pursuant to the first supplemental indenture to the 2027 Indenture, which are treated as a single class with the Original 5.875% Notes. The first supplemental indenture is included as Exhibit 4.9 to this Annual Report.
2030 4.500% Senior Notes
On October 28, 2019, the Company's subsidiary Telecomunicaciones Digitales, S.A. (formerly known as Cable Onda S.A.) issued $600 million aggregate principal amount of 4.500% Senior Notes due 2030. The notes were issued pursuant to the indenture for the $600 million 4.500% Senior Notes due 2030, dated October 28, 2019, among Cable Onda, S.A., Citibank, N.A. and Banque Internationale à Luxembourg SA. The indenture is included as Exhibit 4.10 to this Annual Report.
2032 5.125% Senior Notes
On February 3, 2022, Walkers Fiduciary Limited, the trustee of CT Trust, issued $900 million aggregate principal amount of 5.125% Senior Notes due 2032. The notes are guaranteed by the Company’s subsidiaries in Guatemala and were issued pursuant to the indenture for the 5.125% Senior Notes due 2032, dated February 3, 2022, among Walkers Fiduciary Limited, the guarantors named therein, and the Bank of New York Mellon. The indenture is included as Exhibit 4.11 to this Annual Report.
2024 Floating-Rate Senior Unsecured Sustainability Bond
On May 15, 2019, MIC S.A. completed its offering of a SEK 2 billion (approximately $208 million) floating-rate senior unsecured sustainability bond due 2024, which is included as Exhibit 4.4 to this Annual Report.
2027 Floating-Rate Senior Unsecured Sustainability Bond
On January 13, 2022, MIC S.A. completed its offering of a SEK 2.25 billion (approximately $252 million) floating-rate senior unsecured sustainability bond due 2027, which is included as Exhibit 4.12 to this Annual Report.

Exchange Controls
There are no governmental laws, decrees, regulations or other legislation of Luxembourg that may affect:
•    the import or export of capital including the availability of cash and cash equivalents for use by the Millicom Group, or
•    the remittance of dividends, interests or other payments to non-resident holders of MIC S.A.’s securities other than those deriving from the U.S.-Luxembourg double taxation treaty.

Taxation
Luxembourg Tax Considerations
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The following information is of a general nature only on certain tax considerations effective in Luxembourg in relation to holders of shares in respect of the ownership and disposition of shares in MIC S.A., and does not purport to be a comprehensive description of all of the tax considerations that might be relevant to an investment decision in such company. It is included herein solely for preliminary information purposes and is not intended to be, nor should it be construed to be, legal or tax advice. The information contained herein is based on the laws presently in force in Luxembourg on the date hereof, and thus subject to any change in law that may take effect after such date. Shareholders in MIC S.A. should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.
Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy, impost or other charge or withholding of a similar nature, or to any other concepts, refers to Luxembourg tax law or concepts only. Further, any reference to a resident corporate shareholder/taxpayer includes non-resident corporate shareholders/taxpayers carrying out business activities through a permanent establishment, a permanent representative or a fixed place of business in Luxembourg to which assets would be attributable. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi), as well as personal income tax (impôt sur le revenu) generally. Corporate shareholders may further be subject to net wealth tax (impôts sur la fortune), as well as other duties, levies or taxes. Corporate income tax, municipal business tax, as well as the solidarity surcharge invariably apply to most corporate taxpayers resident in Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.
(a)    Luxembourg withholding tax on dividends paid on MIC S.A. shares
Dividends distributed by MIC S.A. will in principle be subject to Luxembourg withholding tax at the rate of 15%.
Luxembourg resident corporate holders
No dividend withholding should apply on dividends paid by MIC S.A. to (i) a Luxembourg resident company if the conditions of Article 147 of the Luxembourg income tax law (“LITL”) are met, meaning that the Luxembourg residence corporate holder should be a collective entity covered by article 2 of the EU Parent Subsidiary (Council Directive 2011/96/EU of 30 November 2011), (ii) a fully taxable (capital) company not listed in the appendix to article 166 LITL, paragraph 10, or (iii) the Luxembourg State, a Luxembourg commune or a Luxembourg syndicate of communes or an undertaking of a Luxembourg public body or to a Luxembourg permanent establishment of a collective entity under (i), (ii) or (iii)), holding shares which meets the qualifying participation test (10% of the share capital or acquisition price of the shares of at least € 1.2 million held or committed to be held for a minimum of 12 months).
Luxembourg resident individual holders
Luxembourg withholding tax on dividends paid by MIC S.A. to a Luxembourg resident individual holder may entitle such holder to a tax credit for the tax withheld.
Non-Luxembourg resident holders
Non-Luxembourg resident shareholders of MIC S.A. should benefit from a withholding tax exemption if the conditions of Article 147 LITL are met, meaning a 10% shareholding or share acquisition price of € 1.2 million held or committed to be held for 12 consecutive months, and that the non-Luxembourg resident should either be (i) an entity which falls within the scope of Article 2 of the European Council Directive 2011/96/EU, as amended (the “Parent-Subsidiary Directive”) and that is not excluded to benefit from this directive under its mandatory general anti-avoidance rule as implemented in Luxembourg, (ii) a corporate holder subject to a tax comparable to Luxembourg corporate income tax and that is resident in a country having concluded a double tax treaty with Luxembourg (such as the United States), (iii) a corporate holder subject to a tax comparable to Luxembourg corporate income tax resident in a State member of the European Economic Area other than a Member State of the EU (or to a Luxembourg permanent establishment of such company) or (iv) a corporate holder resident in Switzerland subject to corporate income tax in Switzerland without benefiting from a tax exemption.
Non-Luxembourg resident holders which do not fall within the scope of Article 147 LITL withholding tax exemption but resident in a State with which Luxembourg has concluded a double tax treaty may claim a reduced withholding tax under the conditions set forth in the relevant double tax treaty.
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In the case the non-Luxembourg resident holder fulfills the requirements to benefit from a withholding tax exemption or is entitled to a reduced withholding tax under an applicable double tax treaty but has been subject to this 15% withholding tax, it may claim a refund from the Luxembourg tax administration.
(b)    Luxembourg income tax on dividends and capital gains received from MIC S.A. shares
Fully taxable resident corporate shareholders
For resident corporate taxpayers, dividends (and other payments) derived from shares held in a company and capital gains realized on the sale of shares in a company are, in principle, fully taxable and thus subject to a combined corporate income tax rate of 24.94% (for resident corporate taxpayers established in Luxembourg City and having a tax base exceeding EUR 200,000), except that, as described in further detail below, (i) dividends can benefit either from a full exemption if the conditions of article 166 LITL are met or from a 50% exemption if the conditions of Article 115 (15a) LITL are met, and (ii) capital gains realized by resident corporate shareholders are fully exempt if the conditions of the Grand Ducal Decree of December 21, 2002, (as amended) are fulfilled.
Under the Luxembourg participation exemption on dividends as implemented by Article 166 LITL, dividends derived from shares may be exempt from income tax at the level of the resident corporate shareholder if cumulatively, (i) the shareholder is either (a) a fully taxable resident collective entity taking one of the forms listed in the appendix to paragraph 10 of Article 166 LITL, (b) a fully taxable resident corporation not listed in the appendix to paragraph 10 of Article 166 LITL, (c) a permanent establishment of a collective entity referred to in Article 2 of the Parent-Subsidiary Directive, (d) a permanent establishment of a corporation resident in a State with which the Grand Duchy of Luxembourg has signed an agreement in an attempt to avoid double taxation, or (e) a permanent establishment of a corporation or a cooperative society resident in a State party to the European Economic Area Agreement other than a Member State of the European Union, (ii) the subsidiary is either (a) a collective entity referred to in Article 2 of the Parent-Subsidiary Directive, (b) a fully taxable resident corporation not listed in the appendix to paragraph (10) of Article 166 LITL, or (c) a non-resident corporation fully subject to a tax corresponding to the Luxembourg corporate income tax, and (iii) the shareholder has held or commits itself to hold, for an uninterrupted period of at least 12 months , a participation representing at least 10% in the share capital of the subsidiary or an acquisition price of at least €1.2 million. Liquidation proceeds are deemed to be a received dividend and may be exempt under the same conditions. The participation through an entity that is transparent for Luxembourg income tax purposes is to be considered as direct participation in proportion to the amount held in the net assets invested in that tax transparent entity.
The Luxembourg participation exemption regime may be denied if the income is (i) deductible in the other EU Member State paying such income or (ii) paid as part of an arrangement or a series of arrangements that, having been put into place with the main purpose or one of the main purposes of obtaining a tax advantage that defeats the object or purpose of the Parent-Subsidiary Directive, is not genuine having regard to all relevant facts and circumstances. For the purposes of this anti-avoidance rule, an arrangement, which may comprise several steps or parts, or a series of arrangements, is considered as not genuine to the extent that it is not put into place for valid commercial reasons that reflect economic reality.
Expenses, including interest expenses and impairments, in direct economic relation with the shareholding held by a resident corporate shareholder should not be deductible for income tax purposes up to the amount of any exempt dividend derived during the same financial year. Expenses exceeding the amount of the exempt dividend received from such shareholding during the same financial year should remain deductible for income tax purposes.
If the conditions of the Luxembourg participation exemption, as described above, are not met, 50% of the gross amount of dividends may be exempt from corporate income tax in accordance with Article 115 (15a) LITL if such dividends are received from (i) a fully taxable corporation resident in Luxembourg, (ii) a corporation (a) resident in a State with which the Grand Duchy of Luxembourg has signed an agreement in an attempt to avoid double taxation, and (b) fully subject to a tax corresponding to the Luxembourg corporate income tax, or (iii) a company resident in a Member State of the European Union and referred to in Article 2 of the Parent-Subsidiary Directive.
Capital gains realized on shares by resident corporate shareholders may be exempt from corporate income tax if the conditions mentioned above under the Luxembourg participation exemption on dividends are met, except that the acquisition price must be of at least €6 million instead of €1.2 million. The participation through an entity that is transparent for Luxembourg income tax purposes is to be considered as direct participation in proportion to the amount held in the net assets invested in that tax transparent entity. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value.
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Capital gains realized upon the disposal of shares should remain taxable for an amount corresponding to the sum of the expenses related to the shareholding and impairments recorded on the shareholding that reduced the taxable basis of the resident corporate shareholder in the year of disposal or in previous financial years.
Resident corporate shareholders with a special tax regime
A resident corporate shareholder that is governed by the law of May 11, 2007, on Family Estate Management Companies (as amended) or by the Law of February 13, 2007, on Specialized Investment Funds (as amended) or by the Law of December 17, 2010, on Undertakings for Collective Investment (as amended) or by the law of July 23, 2016, on Reserved Alternative Investment Funds not having the exclusive purpose of investing in risk capital, is not subject to Luxembourg income tax; thus, neither dividends (and other payments) derived from shares held in a company nor capital gains realized on the sale or disposal, in any form whatsoever, of shares in a company, are taxable at the level of such resident corporate shareholders.
Resident individual shareholders
For resident individual shareholders, dividends derived from shares and capital gains realized on the sale of shares are, in principle, subject to income tax at the progressive ordinary rate (with a current effective marginal rate of up to 42%). Such income tax rate is increased by 7% for income not exceeding €150,000 for single taxpayers and €300,000 for couples taxed jointly, and by 9% for income above these amounts. In addition, a 1.4% dependence insurance contribution is due.
50% of the gross amount of dividends derived from shares may however be exempt from income tax, if the conditions laid down under Article 115 (15a) LITL, as described above, are complied with. In addition, a total lump-sum of €1,500 (which is doubled for taxpayers who are jointly taxable) is deductible from the total of dividends received during the tax year in order to determine the total taxable amount of investment income of the taxpayer.
Capital gains realized on the disposal of the shares by resident individual shareholders who act in the course of the management of their private wealth, will in principle only be taxable if said capital gains qualify either as speculative gains or as gains on a substantial participation. A disposal may include a sale, an exchange, a contribution or any other kind of alienation of shares. Capital gains are deemed to be speculative if the shares are disposed within six months after their acquisition or if their disposal precedes their acquisition. Speculative gains realized during the year that are equal to, or are greater than, €500 are subject to income tax at ordinary rates. A participation is deemed to be substantial where a resident individual shareholder holds, either alone or together with his spouse, his partner or minor children, directly or indirectly, at any time within the 5 years preceding the disposal, more than 10% of share capital of a collective entity. A shareholder is also deemed to alienate a substantial participation if such participation (i) has been acquired free of charge, within the 5 years preceding the transfer, and (ii) was constituting a substantial participation in the hands of the alienator (or the alienators in case of successive transfers free of charge within the same 5-year period). Capital gains realized on a substantial participation more than six months after the acquisition thereof may benefit from an allowance of up to €50,000 granted for a ten-year period (which is doubled for taxpayers who are jointly taxable). They are subject to income tax according to the half-global rate method (i.e., the average rate applicable to the total income is calculated according to progressive income tax rates and half of the average rate is applied to the capital gains realized on the substantial participation).
Capital gains realized on the disposal of the Company’s shares by resident individual shareholders, who act in the course of their professional or business activity, are subject to income tax at ordinary rates. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value.
Non-resident shareholders
Non-resident shareholders (either individual or corporate) owning a non-substantial shareholding are exempt from capital gains taxes. Non-resident shareholders owning a substantial shareholding (more than 10% of share capital of a collective entity) are taxable in Luxembourg on a capital gain realized upon the disposal if at the date of the disposal the shareholding has been owned for not more than six months, unless the non-resident shareholder is resident in a treaty country and the treaty allocates the taxation right for the capital gain to the country of residence. In this latter case, no capital gains tax will be due by non-resident shareholder. Capital gains realized on the disposal of shares by non-resident shareholders that have been owned for more than 6 months are exempt from Luxembourg income tax.

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(c)    Other Taxes
Net wealth tax
Whilst non-resident corporate taxpayers may only be subject to net wealth tax on the net assets attributable to a permanent establishment located in Luxembourg or on real estate assets located in Luxembourg, resident corporate taxpayers are in principle subject to net wealth tax at the rate of 0.5% for net wealth up to €500 million and at 0.05% for net wealth exceeding this threshold, unless a double tax treaty provides for an exemption or the asset may benefit from the Luxembourg participation exemption regime. Net worth is referred to as the unitary value (valeur unitaire), as determined at January 1 of each year. The unitary value is basically calculated as the difference between (a) assets estimated at their fair market value and (b) liabilities vis-à-vis third parties, unless one of the exceptions mentioned below are satisfied.
A resident corporate shareholder will be subject to net wealth tax on shares, except if (i) the shareholder is a securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an investment company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or a specialized investment fund governed by the Law of February 13, 2007, on Specialized Investment Funds (as amended) or a family wealth management company governed by the Law of May 11, 2007, on Family Estate Management Companies (as amended) or an undertaking for collective investment governed by the Law of December 17, 2010, on Undertakings for Collective Investment (as amended) or a pension-saving company as well as a pension-saving association, both governed by the Law of July 13, 2005 (as amended), or a reserved alternative investment fund governed by the law of July 23, 2016, or (ii) if the conditions mentioned above for the participation exemption regime on dividend income are met at the end of the previous year (except that no minimum holding period is required).
A resident corporate shareholder may further be subject to either a minimum net wealth tax of €4,815 or to a progressive minimum net wealth tax from €535 to €32,100, which depends on the total assets on their balance sheet. The minimum net wealth tax of €4,815 will be applicable for a resident corporate shareholder, which has a minimum of 90% of fixed financial assets, transferable securities and cash at bank on its balance sheet, except if its accumulated fixed financial assets do not exceed €350,000, in which case it may benefit from a minimum net wealth tax of €535. Items (e.g., real estate properties or assets allocated to a permanent establishment) located in a treaty country, where the latter has the exclusive tax right, are not considered for the calculation of the 90% threshold.
Despite the above mentioned exceptions, the minimum net wealth tax also applies if the resident corporate shareholder is a securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an investment company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or a pension-saving company as well as a pension-saving association, both governed by the Law of July 13, 2005 (as amended), or a reserved alternative investment fund having the exclusive purpose of investing in risk capital governed by the law of July 23, 2016.
The net wealth tax charge for a given year can be avoided or reduced if a specific reserve, equal to five times the net wealth tax to save, is created before the end of the subsequent tax year and maintained during the five following tax years. The net wealth tax reduction corresponds to one fifth of the reserve created, except that the maximum net wealth tax to be saved is limited to the corporate income tax amount due for the same tax year, including the employment fund surcharge, but before imputation of available tax credits.
Inheritance tax
Where a shareholder is a resident of Luxembourg for tax purposes at the time of his/her death, shares are included in his/her taxable estate for inheritance tax assessment purposes.
Gift tax
Gift tax may be due on a gift or donation of shares if recorded in a Luxembourg notarial deed or otherwise recorded in Luxembourg.
Registration taxes and stamp duties
In principle, neither the issuance of shares nor the disposal of shares is subject to Luxembourg registration tax or stamp duty.
However, a registration duty may be due (i) in the case where the deed acknowledging the issuance/disposal of shares is either attached (annexé) to a deed subject to a mandatory registration in Luxembourg (e.g., public deed) or
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lodged with a notary’s records (deposé au rang des minutes d’un notaire), or (ii) in case of a registration of such deed on a voluntary basis.
Material U.S. Federal Income Tax Considerations
The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of our common shares. It does not describe all tax considerations that may be relevant to a particular person’s decision to hold common shares. This discussion applies only to a U.S. Holder that holds common shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the U.S. federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
•    certain financial institutions;
•    dealers or traders in securities that use a mark-to-market method of tax accounting;
•    persons holding common shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the common shares;
•    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
•    entities classified as partnerships for U.S. federal income tax purposes;
•    tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;
•    persons that own or are deemed to own ten percent or more of our shares, by vote or value;
•    persons who acquired our common shares pursuant to the exercise of an employee stock option or otherwise as compensation; or
•    persons holding common shares in connection with a trade or business conducted outside of the United States.
If an entity that is classified as a partnership for U.S. federal income tax purposes owns common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning common shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the common shares.
This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between Luxembourg and the United States (the “Treaty”) all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.
A “U.S. Holder” is a person who, for U.S. federal income tax purposes, is a beneficial owner of our common shares and is:
•    an individual who is a citizen or resident of the United States;
•    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
•    an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
This discussion does not address the effects of any state, local or non-U.S. tax laws, or any U.S. federal taxes other than income taxes (such as U.S. federal estate or gift tax consequences). U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our common shares in their particular circumstances.
Treasury regulations that apply to taxable years beginning on or after December 28, 2021 may in some circumstances prohibit a U.S. person from claiming a foreign tax credit with respect to certain non-U.S. taxes that are not creditable under applicable income tax treaties. Accordingly, U.S. investors that are not eligible for Treaty benefits should consult their tax advisers regarding the creditability or deductibility of any Luxembourgish taxes imposed on dividends on, or dispositions of, common shares. This discussion does not apply to investors in this special situation.
Except as described below, this discussion assumes that we are not, and will not become, a passive foreign investment company (a “PFIC”) for any taxable year.
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Taxation of Distributions
Distributions paid on common shares, other than certain pro rata distributions of common shares, will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid by qualified foreign corporations to certain non corporate U.S. Holders are taxable at rates applicable to long-term capital gains. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on a securities market in the United States, such as the Nasdaq Stock Market, where our common shares are traded. U.S. Holders should consult their tax advisers to determine whether the favorable rates will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.
Dividends will not be eligible for the dividends received deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of receipt. The amount of any dividend income paid in euros will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.
Dividends will be foreign-source and will include any amount withheld by us in respect of Luxembourg income taxes. Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances, non-refundable Luxembourg income taxes withheld from dividends at a rate not exceeding any applicable rate provided by the Treaty will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign taxes, including any Luxembourg income tax, in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.
Sale or Other Disposition of Common Shares
For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of common shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the common shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the common shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company Rules
We believe that we were not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes for our taxable year ended December 31, 2023. However, our PFIC status for any taxable year is an annual determination that depends on the composition of our income and assets and the market value of our assets, which may change from time to time. In addition, if we expand our lending activities in the future in any significant fashion, our risk of becoming a PFIC will increase. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If we are a PFIC for any year during which a U.S. Holder holds common shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds common shares, even if we cease to meet the threshold requirements for PFIC status.
If we are a PFIC for any taxable year during which a U.S. Holder holds common shares, gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the common shares will be allocated ratably over the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge will be imposed on the resulting tax liability for each such year. Further, to the extent that any distributions received by a U.S. Holder on its common shares in a taxable year exceed 125% of the average of the annual distributions on the common shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, such distributions will be subject to taxation in the same manner. If we were a PFIC, certain elections (such as mark-to-market election) may be available that would result in alternative tax consequences of owning and disposing of the common shares.
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In addition, if we are a PFIC or, with respect to a particular U.S. Holder, are treated as a PFIC for the taxable year in which we pay a dividend or for the prior taxable year, the preferential dividend rate discussed above with respect to dividends paid to certain non-corporate U.S. Holders will not apply.
If a U.S. Holder owns common shares during any year in which we are a PFIC, the U.S. Holder generally must file annual reports on an IRS Form 8621 (or any successor form) with respect to us, generally with the U.S. Holder’s federal income tax return for that year.
U.S. Holders should consult their tax advisers concerning the potential application of the PFIC rules.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
Certain U.S. Holders who are individuals or specified entities may be required to report information on their U.S. federal income tax returns relating to their ownership of our common shares, subject to certain exceptions (including an exception for common shares held in a financial account, in which case the account may be reportable if maintained by a non-U.S. financial institution).
U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership and disposition of common shares.

Documents on Display
We are subject to the reporting and other informational requirements of the Exchange Act, except that as a foreign private issuer, we are not subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act, nor are we subject to the same requirements to file periodic reports and financial statements as U.S. companies whose securities are registered under the Exchange Act. In accordance with these statutory requirements, we file or furnish reports and other information with the SEC, which are available to the public through the SEC's website at www.sec.gov.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following information should be read together with note D. Financial risk management to our audited consolidated financial statements included elsewhere in this Annual Report.
Financial risk management
Millicom regularly performs financial risk management assessments to identify major risks and to take the necessary steps to mitigate such risks. The principal market risks to which we are exposed are interest rate risk, foreign currency exchange risk and non-repatriation. The Millicom Group analyzes each of these financial risks individually as well as on an interconnected basis and defines and implements strategies to manage the economic impact on the Millicom Group’s performance in line with its Group Treasury Policy. The "Group Treasury Policy" (including treasury and financial risk management) is annually updated by the Millicom Group's Treasury function and presented to the Audit and Compliance Committee. This policy was last reviewed in October 2023.
As part of the financial risk management strategy, the Millicom Group sets some targets in place to address and monitor financial risks, which include the use of derivatives and natural hedging instruments, such as raising debt in
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local currency (where the Group targets to maintain at least 40% of its debt in local currency) and maintaining at least 75%/25% of debt with fixed interest rates. The Group also implements some hedging strategies related to operational expenditure/capital expenditure, where it can cover up to six months forward of operating costs and capital expenditure denominated in non-functional currencies through a rolling and layering strategy. Millicom’s financial risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Millicom Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading. From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest rates and currency fluctuations in accordance with its Group Treasury policy.
On December 31, 2023 and 2022, the fair value of derivatives held by the Millicom Group may be summarized as follows:
20232022
(US$ millions)
Derivatives
Cash flow hedge derivatives - asset19 
Cash flow hedge derivatives - liability(46)(53)
Net derivative asset (liability)(40)(34)

Interest rate risk
Debt and financing issued at floating interest rates expose the Millicom Group to cash flow interest rate risk. Debt and financing issued at fixed interest rates expose the Millicom Group to fair value interest rate risk. The Millicom Group’s exposure to risk of changes in market interest rates relate to both of the above. The Millicom Group actively and periodically monitors interest rate risk and has implemented some internal targets within its strategy where it aims to maintain at least 75% of debt with fixed interest rates. The purpose of Millicom’s strategy is to achieve an optimal balance between cost of funding and volatility of financial results, while taking into account market conditions as well as our overall business strategy.
At December 31, 2023, approximately 80% of the Millicom Group’s borrowings are at a fixed rate of interest or for which variable rates have been swapped for fixed rates with interest rate swaps (2022: 82%). The table below summarizes our fixed rate debt and floating rate debt:
Amounts due within
1 year
1–2 years
2–3 years
3–4 years
4–5 years
>5 years
Total
(US$ millions)
Fixed rate financing190 369 403 582 855 2,912 5,311 
Floating rate financing12 76 433 420 147 279 1,367 
Total (i)202 445 836 1,002 1,002 3,191 6,678 
Weighted average nominal interest rate6.85 %6.81 %7.93 %6.98 %6.75 %5.83 %6.56 %
Fixed rate financing131 383 501 376 718 3,466 5,574 
Floating rate financing49 12 63 402 404 300 1,230 
Total180 394 564 777 1,122 3,766 6,804 
Weighted average nominal interest rate7.68 %5.71 %6.11 %7.46 %6.49 %5.88 %6.22 %
(i) Excluding vendor financing of $18 million, due within one year, as of December 31, 2023.

A 100 basis point fall or rise in market floating interest rates for all currencies in which the Group had borrowings at December 31, 2023 would increase or reduce profit before tax from continuing operations for the year by approximately US$14 million (2022: US$12 million).
Foreign currency risk
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The Millicom Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. In the years ended December 31, 2023, 2022 and 2021, foreign currency exchange rate fluctuations resulted in a gain of $31 million, losses of $84 million and $42 million, respectively.
Millicom seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies, or entering into agreements that limit the risk of exposure to currency fluctuations against the U.S. dollar reporting currency. In some cases, Millicom may also borrow in U.S. dollars where it is either commercially more advantageous for joint ventures and subsidiaries to incur debt obligations in U.S. dollars or where U.S. dollar denominated borrowing is the only funding source available to a joint venture or subsidiary. In these circumstances, Millicom accepts the remaining currency risk associated with financing its joint ventures and subsidiaries, principally because of the relatively high cost of forward cover, when available, in the currencies in which the Millicom Group operates.
The following table summarizes debt denominated in U.S. dollars and other currencies at December 31, 2023 and 2022.
20232022
(US$ millions)
December 31
Debt denominated in U.S. dollars3,859 4,100 
Debt denominated in currencies of the following countries:
Guatemala640 595 
Colombia694 605 
Bolivia246 260 
Paraguay158 171 
El Salvador(i)174 173 
Panama(i)759 773 
Luxembourg (COP denominated)38 30 
Costa Rica110 96 
Total debt denominated in other currencies2,819 2,704 
Total debt (ii)
6,678 6,804 
(i)    El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. Our local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).
(ii)    Excluding vendor financing of $18 million in Colombia, due within one year, as of December 31, 2023.

At December 31, 2023, if the U.S. dollar had weakened/strengthened by 10% against the other functional currencies of our operations and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $25 million (2022: $20 million), mainly as a result of the conversion of the USD-denominated net debts in our operations with functional currencies other than the U.S. dollar.
Non-repatriation risk
Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Millicom Group and in the currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds to the Company.
Foreign exchange controls exist in some of the countries in which Millicom Group companies operate, and some of these controls significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. In addition, existing foreign exchange controls may be strengthened in countries where the Millicom Group operates, or foreign exchange controls may be introduced in countries where the Millicom Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be restricted even further, which would impact the Company’s ability to make payments on its interest and loans or pay dividends
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to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use of physical cash pooling arrangements in hard currencies to the extent permitted.
In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency and exchange risk, which could have an adverse effect on the Millicom Group. This is a relatively rare case for the countries in which the Millicom Group operates.
Lastly, repatriation most often gives rise to taxation, which is evidenced in the amount of taxes paid by the Millicom Group relative to the Corporate Income Tax reported in its statement of income.



CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
As of December 31, 2023, MIC S.A., under the supervision and with the participation of the Millicom Group’s management, including the Company’s Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the effectiveness of the Millicom Group’s disclosure controls and procedures. The Millicom Group’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Millicom Group’s management to allow timely decisions regarding required disclosures. The Millicom Group’s management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives.
Based on this evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that as of December 31, 2023, the Millicom Group’s disclosure controls and procedures are effective at the reasonable assurance level for recording, processing, summarizing and reporting the information the Company is required to disclose in the reports it files under the Exchange Act within the time periods specified in the SEC's rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting
The Millicom Group’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Group’s financial reporting as well as the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS as issued by the International Accounting Standards Boards.
The Group’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Group; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of the Group are being made only in accordance with authorizations of management and directors of the Group; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Group’s assets that could have a material effect on the Group’s consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future
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periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
The Group’s management conducted an assessment of the effectiveness of the Group’s internal control over financial reporting as of December 31, 2023, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management believes that, as of December 31, 2023, the Group’s internal control over financial reporting is effective based on those criteria.
The Group’s internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young S.A., the Group’s external independent registered public accounting firm, as stated in its report which follows.    

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Millicom International Cellular S.A.
Opinion on Internal Control Over Financial Reporting
We have audited Millicom International Cellular S.A.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Millicom International Cellular S.A. (the ”Group”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Group as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and our report dated March 12, 2024 expressed an unqualified opinion thereon.

Basis for Opinion
The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
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regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young
Société anonyme
Cabinet de révision agréé
Luxembourg,
Grand Duchy of Luxembourg
March 12, 2024

Changes in Internal Control over Financial Reporting
There has been no change in the Group's internal control over financial reporting during 2023 that has materially affected, or is reasonably likely to materially affect, the Group's internal control over financial reporting.

AUDIT AND COMPLIANCE COMMITTEE FINANCIAL EXPERT
MIC S.A.’s Audit and Compliance Committee is chaired by Mr. Eliasson, and includes Mr. Churchill, Mr. Golan and Ms. Trevino. MIC S.A.’s Board of Directors has determined that Mr. Eliasson has the professional experience and knowledge to qualify as “audit committee financial expert” as defined by SEC rules. MIC S.A.’s Board has also determined that each of Mr. Churchill, Mr. Golan and Ms. Trevino are independent within the meaning of the independence requirements contemplated by Rule 10A-3 under the Exchange Act and the applicable Nasdaq listing rules.
CODE OF ETHICS
Millicom has a Code of Conduct that applies to all employees, contracted staff, and management. In the year ended December 31, 2023, Millicom did not waive compliance with its Code of Conduct by its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct is available at https://www.millicom.com/what-we-stand-for/governance/compliance/millicom-code-of-conduct/

CORPORATE GOVERNANCE

Corporate Governance Statement and Framework
Corporate Governance Statement
As a foreign private issuer incorporated in Luxembourg with its principal listing on Nasdaq Stockholm, Millicom follows the laws of the Grand Duchy of Luxembourg, its "home country" for corporate governance practices, in lieu of the provisions of the Nasdaq Stock Market's Marketplace Rule 5600 series. In particular, the Nasdaq Stock Market's rules:
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(i)    provide for a quorum of no less than 33 1/3% of Millicom's outstanding shares, but Millicom's Articles of Association provide that no quorum is required for ordinary meetings (other than in respect of general meetings convened for the first time in relation to amendments to the Articles of Association);
(ii)    provide for the involvement of independent directors in the selection of director nominees, but Millicom permits its director nominations committee to be comprised of shareholder representatives;
(iii)    require each Compensation and Talent Committee member to be an independent director for purposes of the Nasdaq Stock Market’s Marketplace Rule 5605(d)(2). However, to preserve greater flexibility in who may be appointed to the Compensation and Talent Committee, Millicom does not require the Compensation and Talent Committee to be comprised solely of directors who qualify as independent for such purposes;
(iv)    require listed companies to have regularly scheduled meetings at which only independent directors are present, but Millicom does not impose such a requirement;
(v)    require third-party compensation disclosure, but Millicom does not disclose third-party compensation provided to its directors or director nominees; and
(vi)    require independent director oversight of director nominations, but Millicom allows its nomination committee to be appointed by the Company’s major shareholders and not a committee of the board of directors.
In addition, we may opt out of shareholder approval requirements for the issuance of securities in connection with certain events such as the acquisition of stock or assets of another company, the establishment of or amendments to equity-based compensation plans for employees, a change of control of us and certain private placements. To this extent, our practice will vary from the requirements of Nasdaq Listing Rules, which generally require an issuer to obtain shareholder approval for the issuance of securities in connection with such events.


Corporate Governance Framework
Memorandum and Articles of Association
Millicom International Cellular S.A. (“Millicom” or the “Company”) is a public limited liability company (société anonyme) governed by the Luxembourg Law of August 10, 1915, on Commercial Companies (as amended). The Company was incorporated on June 16, 1992, and registered with the Luxembourg Trade and Companies’ Register (Registre du Commerce et des Sociétés de Luxembourg) under number B 40 630. The Millicom Group comprises Millicom and its subsidiaries, joint ventures and associates. The Articles of Association of MIC S.A. define its purpose inter alia as follows: “... to engage in all transactions pertaining directly or indirectly to the acquisition and holding of participating interests, in any form whatsoever, in any Luxembourg or foreign business enterprise, including but not limited to, the administration, management, control and development of any such enterprise." The valid Articles of Association are filed herewith as Exhibit 1.1.
Shares
MIC S.A. has only one class of shares, common shares. Each share entitles its holder to: one vote at the general meeting of shareholders; receive dividends when such distributions are decided (subject as well to restrictions in the agreements governing our indebtedness), and; share in any surplus left after the payment of all the creditors in the event of liquidation. There is a preferential subscription right pursuant to Luxembourg corporate law under any share or rights issue for cash, unless the Board of Directors, within the limits specified in the Articles of Association, or an extraordinary general meeting of shareholders, as the case may be, restricts the exercise thereof. The Company's Articles of Association do not impose any restrictions on the transfer of shares. MIC S.A. shares are not subject to any sinking fund provision and as all of the issued shares in MIC S.A.’s capital are fully paid up, none of MIC S.A.’s shareholders are liable for further capital calls. Following Luxembourg law, any change to the rights attached to the shares of MIC S.A. require, an Amendment of the Company’s Articles of Association through the approval of shareholders at an extraordinary shareholders’ meeting duly convened and held before a Luxembourg notary, with a two-thirds majority vote of the shares represented at the meeting. Any increase to the obligations attached to shares may be adopted only with the unanimous consent of all shareholders.

The Articles of Association provide for the possibility and set out the terms for the repurchase by MIC S.A. of its own shares, which repurchase must be approved in accordance with applicable law and the rules of any exchange on which MIC S.A.’s shares are listed.
A share repurchase plan was approved at our 2023 AGM authorizing the Board of Directors, at any time between May 31, 2023 and the date of the 2024 AGM, provided the required levels of distributable reserves are met by MIC S.A. at that time, to engage in a share repurchase plan of MIC S.A.’s common shares to be carried out for all purposes allowed or which would become authorized by the laws and regulations in force, and in particular the Luxembourg law
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of August 10, 1915 on commercial companies, as amended (the “Share Repurchase Plan”) by using its available cash reserves.
The maximum number of common shares and SDRs that may be acquired between May 31, 2023 and the date of the 2024 AGM may not exceed ten per cent (10%) of Millicom's outstanding share capital as of the date when the start of a share repurchase program is announced by press release.
For shares repurchased on a regulated market where the shares are traded, the price per share shall be within the registered interval for the share price prevailing at any time (the so called spread), that is, the interval between the highest buying rate and the lowest selling rate of the shares on the market on which the purchases are made. For any other shares repurchased, the price per share may not exceed 110% of the most recent closing trading price of the shares on the Nasdaq Stock Market in the U.S., provided that the minimum repurchase price is above SEK 50 (or USD equivalent).
On December 14, 2023 the Board initiated a repurchase program of up to 2,000,000 Swedish Depository Receipts (“SDRs”) representing the Company’s ordinary shares. The primary purpose of the share repurchase plan is to meet obligations under Millicom’s share-based incentive plans or other compensation programs.
The repurchase program is being managed by a brokerage firm which makes its trading decisions concerning the timing and quantity of the purchases of SDRs independently of Millicom based on the framework agreed at inception. The repurchase program is being conducted under the following conditions:
Repurchases may take place during the period between December 18, 2023 and May 22, 2024, the date of Millicom’s 2024 AGM.
The maximum level of SDRs that may be repurchased will be the lower of SEK 420 million (approximately USD 40 million) in aggregate purchase price, or 2,000,000 SDRs.
Payment for the shares will be made in cash.
SDRs may be repurchased on Nasdaq Stockholm at a price per share within the registered interval for the share price prevailing at any time (the spread), that is, the interval between the highest buying price." and the lowest selling price.

Shareholders’ Meetings
General meetings of shareholders are convened by convening notice published in the Luxembourg Official Gazette (Journal des Publications, Recueil Electronique des Sociétés et Associations), in a Luxembourg newspaper, in short version in the Swedish newspaper SvD, as a press release and on the Millicom website. According to article 18 of the Articles of Association of MIC S.A., the Board of Directors determines in the convening notice the formalities to be observed by each shareholder for admission to the AGM. An AGM must be convened every year within six months of the end of the financial year, at the registered office of the Company or any other place in Luxembourg as may be specified in the convening notice. Other meetings can be convened as necessary.
Limitation on Securities Ownership
There are no limitations imposed under Luxembourg law or the Articles of Association on the rights of non-resident or foreign entities to own shares of the Company or to hold or exercise voting rights on shares of the Company.

Change of Control
There are no provisions in the Articles of Association of the Company that would have the effect of delaying, deferring or preventing a change in control of MIC S.A. and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company, or any of its subsidiaries.
Disclosure of Shareholder Ownership
As required by the Luxembourg law on transparency obligations of January 11, 2008, as amended (the “Transparency Law”), a shareholder who acquires or disposes of shares, including depositary receipts representing shares in the Company’s capital must notify the Company and the Commission de Surveillance du Secteur Financier of the proportion of shares held by the relevant person as a result of the acquisition or disposal, where that proportion
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reaches, exceeds or falls below the thresholds referred to in the Transparency Law. As per the Transparency Law, the above also applies to the mere entitlement to acquire or to dispose of, or to exercise, voting rights in any of the cases referred to in the Transparency Law.
Background
Millicom’s shares are listed on Nasdaq Stockholm, in the form of Swedish Depositary Receipts; and on the Nasdaq Stock Market in the U.S. since January 9, 2019, where Millicom is registered as a foreign private issuer.
Millicom’s Corporate Governance Framework is primarily based on the following legislation, principles and regulations:
PublicationAuthorityPhilosophy
Swedish Code of Corporate GovernanceGuiding PrinciplesComply or Explain
Luxembourg LawLegislationComply
EU Directives and RegulationsLegislationComply
Nordic Main Market Rulebook for Issuers of Shares
RegulationComply
Nasdaq Stock Market RulesRegulationComply
U.S. Securities LawsRegulationComply
Good Stock Market PracticeGuiding PrinciplesCorporate Citizenship
Within these frameworks, Millicom's Board develops and monitors internal guidelines and practices, as further described below, to ensure the quality and transparency of Millicom's corporate governance.
Swedish Corporate Governance Code
The Swedish Corporate Governance Code (“Swedish Code”) promotes good corporate governance to ensure companies are run sustainably, responsibly and efficiently. The Code, which is available on the website of the Swedish Corporate Governance Board: https://bolagsstyrning.se, complements mandatory laws and regulations and sets best practices that go beyond regulatory requirements. The Swedish Corporate Governance Board opted for self-regulation, and adopted a “comply or explain” philosophy. Therefore, companies may deviate from specific provisions, as long as they disclose the deviation and explain why they chose a different solution that is more suitable for their size and specific circumstances.
Compliance with Applicable Stock Exchange Rules
Neither Nasdaq Stockholm’s Disciplinary Committee, the Swedish Securities Council, nor the Nasdaq Stock Market reported any infringement of applicable stock exchange rules or breach of good practice on the securities market by Millicom in 2023.
Corporate Governance Structure
Millicom' s Corporate Governance structure comprises the following three levels:
1.Shareholders and representatives of shareholders (see "Shareholders and Representation of Shareholders" below).
2.The Board of Directors and Committees appointed by the Board (see "Board Governance" below).
3.The CEO and Executive Management, and their primary governance functions (see "—Millicom CEO and Executive Team" below).

Shareholders and Representation of Shareholders
Shareholders and Shareholders’ Meeting
The shareholders’ meeting is Millicom's highest decision-making body and a forum for shareholders to voice their opinions. Each shareholder has the right to participate in the shareholders’ meeting and to cast one vote for every share. Shareholders unable to attend in person may exercise their rights by proxy or vote in writing (by way of proxies).
Millicom’s Articles of Association set the Annual General Meeting of Shareholders (“AGM”) to be held in Luxembourg within six months of the close of the financial year.
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Unless otherwise required under Luxembourg Law, an extraordinary general meeting (EGM) must be convened to amend the Articles of Association.
At the 2023 AGM, held in Luxembourg on May 31, 2023, shareholders approved all the resolutions proposed by the Board and Nomination Committee, including the following key items:
the annual accounts and the consolidated accounts for the year ended December 31, 2022;
the allocation of the profit of approximately $2 million of the 2022 results to the legal reserve, and the remaining $36 million to unappropriated net profits to be carried forward;
the discharge of all current and former Millicom Directors who served at any point in time during the financial year ended December 31, 2022, for the performance of their mandates;
the establishment of the number of Directors at ten (10) and election of the Board members and Chair of the Board (see "—Board Governance—Board Profile: Skills and Experience);
the re-election of Ernst & Young S.A., Luxembourg as Millicom's external auditor;
the remuneration to the Board members and external auditor;
the instruction to the Nomination Committee;
the share repurchase plan;
the 2022 Remuneration Report;
the senior management remuneration policy; and
the share-based incentive plans for Millicom employees.

On May 31, 2023 an Extraordinary General Meeting (the “EGM”) was held to increase the authorized share capital of the Company from three hundred million United States Dollars (USD 300,000,000) divided into two hundred million (200,000,000) shares with a par value of one dollar fifty cents (USD 1.50) each, to three hundred and seventy five million United States Dollars (USD 375,000,000) divided into two hundred and fifty million (250,000,000) shares with a par value of one dollar fifty cents (USD 1.50) each, and to renew the authorization granted to the Board of Directors to issue new shares up to a share capital of USD 375,000,000 divided into 250,000,000 shares with a par value of USD 1.50 per share, until May 31, 2028, and to amend the articles of association to incorporate these amendments. These resolutions were rejected.
On February 28, 2022, an Extraordinary General Meeting (the “EGM”) was held to increase the authorized share capital and amend the articles of association in preparation for the rights offering that was announced during the first quarter of 2022. The EGM resolved to increase the Company’s authorized share capital from 133.3 million to 200 million ordinary shares, par value $1.50 per share. In June 2022, approximately 70.3 million ordinary shares were issued pursuant to the rights offering at a price of $10.61 per share.

Millicom governance deviated in 2023 in relation to the Swedish Code in the following areas:
Code requirementMillicom practiceExplanation
1.5–A shareholder, or a proxy representative of a shareholder, who is neither a member of the board nor an employee of the company is to be appointed to verify and sign the minutes of the shareholders’ meeting.
Minutes are signed by the Chair of the shareholders’ meeting (who is not a member of the Board or an employee of the Company), the meeting secretary and an appointed scrutineer.Millicom is a legal entity incorporated in Luxembourg and, as such, it follows Luxembourg Law in connection with procedures and rules for its shareholders’ meetings.
2.3-Neither the chief executive officer nor other members of the executive management are to be members of the nomination committee.
Mr. Mauricio Ramos, the Interim Chair of the Board of Millicom, and its Chief Executive Officer, is a member of the nomination committee.
It follows from the Instruction to the Nomination Committee, resolved on May 31, 2023 at the annual general meeting of the Company, that the Chair of the Board shall be a member of the Committee. On August 31, 2023 Mr. Ramos was, after the resignation of the then current Chair, appointed as the Interim Chair of the Board, resulting in non-compliance with rule 2.3. After the 2024 AGM, Mauricio Ramos is expected to step down as CEO of the Company and remain as Executive Chair only.
2.4– Neither the company chair nor any
other member of the board may chair the nomination committee.

On February 26, 2024, Aude Durand, the Chair of Millicom’s Nomination Committee, was elected as a member of the Board of Millicom.
Following the tragic passing of Nicolas Jaeger, after consultation and with the approval of the Nomination Committee, the Board of Millicom appointed Ms. Durand as a replacement for Mr. Jaeger on the Board until the company’s next AGM.

Major Shareholders
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To the extent known to the Company, it is neither directly nor indirectly owned or controlled by another corporation, any government, or any other person. In addition, there are no arrangements, known to the Company, the operation of which may result in a change in its control in the future.
The table below sets out beneficial ownership of our common shares (directly or through SDRs), par value $1.50 each, by each person who beneficially owned more than 5% of our common shares.
Name of Shareholder
Common Shares
Percentage of Share Capital
Xavier Niel (1)
49,966,734 29.14 %
Dodge & Cox (2)
8,674,932 5.1 %
(1)     Information herein is based upon a Schedule 13D filed with the SEC on January 17, 2024 by Atlas Luxco S.à r.l., Atlas Investissement, NJJ Holding and Xavier Niel. Atlas Luxco S.à r.l., Atlas Investissement, NJJ Holding and Xavier Niel held 49,966,734 of our common shares (approximately 29.14% of common shares outstanding) as of January 17, 2024. The sole owner of Atlas Luxco S.à r.l. at December 31, 2023 was Atlas Investissement. The sole owner of Atlas Investissement at December 31, 2023 was NJJ Holding. The sole owner of NJJ Holding is Xavier Niel, and as a result, Xavier Niel is deemed to be a beneficial owner of NJJ Holding, Atlas Investissement and Atlas Luxco S.à r.l. As of December 31, 2022, Xavier Niel held 12,046,741 of our common shares (7.0% of common shares then outstanding). On March 8, 2024, we were informed by Atlas Luxco S.à r.l. that Michael Shalom Golan, a member of our Board of Directors, is an ultimate beneficiary of 2.5% of Atlas Luxco S.à r.l.
(2)    Information herein is based upon an Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2024.
Except as otherwise indicated, the holders listed above (“holders”) have sole voting and investment power with respect to all shares beneficially owned by them. The holders have the same voting rights as all other holders of MIC S.A. common shares. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such person or group of persons has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by the holders on a given date, any security which such holder has the right to acquire within 60 days after such date (including shares which may be acquired upon exercise of vested portions of share options) is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
Based upon the SDR ownership reported by Euroclear Sweden AB, as of December 31, 2023, there were 117 SDR holders in the United States holding 28,294,954 SDRs (representing 16.4% of the outstanding share capital as of such date). According to the records held by Broadridge Corporate Issuer Solutions Inc. reported as of December 31, 2023, there were 74 shareholder accounts in the United States holding 14,356,729 common shares (representing 8.3% of the outstanding share capital as of such date). However, these figures may not be an accurate representation of the number of beneficial holders nor their actual location because most of the common shares and SDRs were held for the account of brokers or other nominees.

Nomination Committee
Millicom's prior Nomination Committee, which was elected in October 2022 and served until the appointment of a new Committee in October 2023, was composed of:
Member
On behalf of
Position
Mr. Jan Dworsky
Swedbank Robur
Chair
Mr. Viktor Kockberg
Nordea Investment Funds
Member
Mr. Staley Cates
Southeastern Asset Management
Member
Mr. Gerardo Zamorano
Brandes Investment Partners
Member
Mr. José Antonio Ríos García
Appointed by shareholders at the 2022 AGM
Member
Mr. Nicolas Jaeger (from March 23, 2023 to May 31, 2023)Atlas Luxco
Member
Ms. Aude Durand (from May 31, 2023)
Atlas Luxco
Member
Millicom's current Nomination Committee, elected in October 2023 is composed of:
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Member
On behalf of:
Position
Ms. Aude Durand
Atlas Luxco
Chair
Mr. Jan Dworsky
Swedbank Robur
Member
Mr. Staley Cates
Southeastern Asset Management
Member
Appointed by shareholders at the 2023 AGM
Member
The Nomination Committee is appointed by the largest shareholders of Millicom. It is not a Board committee. Its role is to propose resolutions regarding electoral and remuneration issues to the shareholders’ meeting in a manner that promotes the common interest of all shareholders, regardless of how they are appointed. Nomination Committee members' terms of office typically begin at the time of the announcement of the interim report (covering the period from January to September of each year) and end when a new Nomination Committee is formed.

Under the terms of the Nomination Committee procedure, the committee consists of (i) three members appointed by the largest shareholders as of the last business day of June 2023 and (ii) the Company's Chair of the Board.

The Company's Articles of Association stipulate that the Nomination Committee rules and procedures of the Swedish Code of Corporate Governance shall be applied for the election of Directors to the Company's Board of Directors, as long as such compliance does not conflict with applicable mandatory law, applicable regulation or the mandatory rules of any stock exchange on which the Company’s shares are listed.

Nomination Committee proposals to the AGM include, among others:
Election and remuneration of Directors of the Board and the Chair of the Board
Appointment and remuneration of the external auditor
Proposal of the Chairman of the AGM

Promoting Board Diversity
Millicom’s Nomination Committee recognizes the importance of diversity for promoting strong corporate governance, competitive advantage and effective decision-making. The Nomination Committee is responsible for determining the appropriate skills, perspectives and experiences required of Board candidates based on the Company’s strategic needs and the current Board composition. This determination will include knowledge, experience and skills in areas that are critical to understanding the Company and its business; richness of views brought by different personal attributes, such as gender, race, age and nationality; other personal characteristics, such as integrity and judgment; and candidates’ commitment to the boards of other publicly held companies.
In its work, the Nomination Committee applies rule 4.1 of the Swedish Corporate Governance Code as its diversity policy.
Board Diversity Matrix (As of December 31, 2023)
Country of Principal Executive Offices “Home Country”:Luxembourg
Foreign Private IssuerYes
Disclosure Prohibited Under Home Country LawNo
Total Number of Directors9
FemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Directors3600
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction3
LGBTQ+0
Did not disclose demographic background
0

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Board Diversity Matrix (As of December 31, 2022)
Country of Principal Executive Offices “Home Country”:Luxembourg
Foreign Private IssuerYes
Disclosure Prohibited Under Home Country LawNo
Total Number of Directors9
FemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Directors
2
7
00
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction4
LGBTQ+0
Did not disclose demographic background
0


Board Governance
Written charters set out the objectives, limits of authority, organization and roles and responsibilities of the Board and each of its committees.

Board of Directors and Board Committees
The Chair convenes the Board and leads its work. The Chair is accountable to the Board and acts as a direct liaison between the Board and the management of the Company through the CEO. Meeting agendas are set with the CEO, and the Chair communicates Board decisions where appropriate.

Role of the Board
The Board is responsible for approving Millicom’s strategy, financial objectives and operating plans, and for oversight of governance. The Board also plans for succession of the CEO and reviews other senior management positions.

As set forth in the Company’s Articles of Association, the Board must be composed of at least six members. The 2023 AGM set the number of Directors at ten, comprising a Chair, a Deputy Chair and seven members. On August 31, 2023 the Chair resigned from the Board and the role of Chair was assigned to the Executive Director / CEO and from that time and at December 31, 2023 the Board comprised of eight Non-Executive Directors and one Executive Director (the CEO of Millicom). On February 26, 2024, Millicom announced the appointment of Aude Durand to its Board of Directors. In accordance with Millicom’s Articles of Association, Millicom’s Board of Directors, with the approval of Millicom’s Nomination Committee, appointed Ms. Durand to fill the vacant Board position created by the tragic passing of Nicolas Jaeger until the next Annual General Meeting of shareholders.


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1281Gender_of_the_Board_(As_of_December_31,_2023).jpgTenure_of_Directors_(As_of_December_31,_2023)_.jpg
The Board selects the CEO, who is charged with daily management of the Company and its business. The CEO is responsible for recruiting the senior management of the Company. The Board reviews plans for key senior management positions; supervises, supports and empowers the senior management team; and monitors senior managers' performance. In accordance with the Swedish Code, the division of work between the Board and the CEO is set forth in “The Rules of Procedure, Instructions to the CEO and Reporting Instructions”.

Further details on the roles and activities of the various committees, as well as their responsibilities and activities, appear later in this section.
Powers and Limitations of the Board
Borrowing powers: The Board has unrestricted borrowing powers on behalf of, and for the benefit of, Millicom.
Time and age limit: No age limit exists for being a Director of Millicom. Directors mandates can be for a maximum of six years before either being re-elected or ending their service. There are no restrictions on the maximum continuous period that a Director can serve. The current Directors have been elected for a term starting on the date of the 2023 AGM and ending on the date of the 2024 AGM (i.e., for approximately one year).

Restrictions on voting: No contract or other transaction between the Company and any other person shall be affected or invalidated by the fact that any Director, officer or employee of the Company has a personal interest in—or is a Director, officer or employee of—such other person. However, the following conditions apply:

The contract or transaction must be negotiated on an arm’s-length basis on terms no less favorable to the Company than could have been obtained from an unrelated third party; and, in the case of a Director, he or she shall inform the Chair of his or her conflict of interest and abstain from deliberating and voting on any matters that pertain to such contract or transaction at any meeting of the Board.
Any such personal interest shall be fully disclosed to the Company by the relevant Director, officer or employee and, to the extent a Director is involved, to the next general meeting of shareholders.
Director's service agreements: None of MIC S.A's current directors have entered into service agreements with the Millicom Group or any of its subsidiaries providing for benefits upon termination of their respective directorships.


Share Ownership Requirements
Non-Executive Directors are not required to be shareholders of the Company. Share ownership of Directors is included in the Director biographies set out on the following pages. Directors and Non-Executive Directors collectively own less than 1% of the Company's outstanding shares as of January 31, 2024.

Insider Trading Policy
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The Company has an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, senior management and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company.
Roles
Chair of the Board
The Chair is elected by the AGM. If the Chair relinquishes the position during the mandate period, the Board elects a new Chair from among its members to serve until the end of the next AGM. The Board Chair convenes the Board and leads its work, coordinates with the CEO to set the meeting agendas and serves as the Board's liaison to the CEO between meetings.
Deputy Chair of the Board
If elected by the Board, the Deputy Chair acts as a sounding board and provides support for the Chair. The Deputy Chair convenes Board meetings in accordance with the Company’s Articles of Association and leads the Board's work in the event the Chair is unavailable or is excused from a Board meeting. The Deputy Chair may act as an intermediary in any conflicts among Board members or between the Chair and the CEO. The Board can designate additional roles and responsibilities of the Deputy Chair.
Corporate Secretary
The Corporate Secretary is appointed by the Board to ensure that Board members have the proper advice and resources for performing their duties. The Corporate Secretary is also responsible for organizing and coordinating Board and committee meetings and ensuring that the minutes of those meetings reflect the proper exercising of Board duties.
The Corporate Secretary is also a confidante and resource to the Board and senior management, providing advice on Board responsibilities and logistics.
Chief Executive Officer (CEO)
The CEO leads the development and execution of the Company’s strategy with a view to creating shareholder value and enacting the Company's purpose. The CEO is responsible for day-to-day activities and management decisions, both operating and financial. The CEO is a liaison between the Board and management and communicates to the Board on behalf of management.

The CEO also leads Millicom's communications with shareholders, employees, government authorities, other stakeholders and the public.
Board Membership, Balance and Independence
The Nomination Committee and the Board periodically review the size, balance and diversity of the Board to determine whether any changes are appropriate.

At the AGM, held annually within six months of the end of the financial year, or at any other general meeting, shareholders may vote for or against the Directors proposed by the Nomination Committee. Shareholders that hold at least 5% of the share capital may propose additional Directors.

The Board has adopted the qualification guidelines of an “independent director” as defined by the Swedish Code, and with consideration of the specific independence requirements within the Nasdaq Stock Market rules. A Director’s independence is determined by a general assessment of the Company or its executive management based on the Board's independence criteria. The following graphic shows the Board members' independence as of December 31, 2023, Following the tragic passing of Nicolas Jaeger, on February 26, 2024, Aude Durand, the Chair of Millicom’s Nomination Committee, was elected as a member of the Board of Millicom (who is independent from the Company and its executive management, but not from the major shareholder, Atlas Luxco).


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Independence from the BoD.jpg

Factors considered to determine the Directors’ independence (i) from the Company, executive management and (ii) the major shareholders
CategoryTest
Managerial dutiesIs or has been the CEO of the Company or a closely related company within the past five years
EmploymentIs or has been employed by the Company or a closely related company within the past three years
Other servicesReceives a not-insignificant remuneration for advice or other services (beyond the remit of the Board position) from the Company, a closely related company or a person in the executive management of the Company
Business relationshipHas been in a significant business relationship or had other significant financial dealings with the Company or a closely related company within the past year—as a client, supplier or partner; either individually or as a member of the executive management team; or as a member of the Board or a major shareholder in a company with such a business relationship with the Company
Audit functionIs or has within the last three years been a partner at, or has, as an employee, participated in an audit of the Company conducted by the Company’s or a closely related company’s current or then auditor
Cross directorshipsIs a member of the executive management of another company, if a member of the board of that company is a member of the executive management of the Company
Family relationshipHas a close family relationship with a person in the executive management of the Company, or with another person named in the points above, if that person’s direct or indirect business with the Company is of such magnitude or significance as to justify the opinion that the Board member should not be considered independent
YES to any of the above in relation to the Company or the management of the Company:
=> Typically not independent from the Company or its executive management
Assessment
YES to any of the above in relation to a major shareholder:
=> Typically not independent from a major shareholder


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Image_8.jpg Swedish Code's independence provisions
RequirementCompliant
The majority of Millicom’s Board must be independent from the Company and its executive management team.8 out of 9 Millicom Directors meet this criterion (89%)
At least two of those independent Directors must also be independent from the Company’s major shareholders.
6 out of 9 Millicom Directors meet this criterion (67%)
The majority of the members of the Audit Committee are to be independent in relation to the Company and its executive management. At least one of the members who is independent in relation to the Company and its executive management is also to be independent in relation to the Company’s major shareholders.
All of Millicom's Audit and Compliance Committee members meet this criterion (100%)
The Chair of the Board may chair the Compensation Committee. The other members of the committee are to be independent of the Company and its executive management.
All of Millicom's Compensation and Talent Committee members meet this criterion (100%)
Image_9 (1).jpg Nasdaq Stock Market rules
RequirementCompliant
The Audit Committee must have at least three members, all of whom meet Nasdaq Stock Market and U.S. Securities and Exchange Commission definitions of independence.
The four members of Millicom's Audit and Compliance Committee all meet this criterion (100%)

Board Profile: Skills and Experience
Mr. Mauricio Ramos
Executive Director, Interim Chair
Role: Re-elected as Executive Director in May 2023 and elected as Interim Chair on August 31, 2023; first appointed as Executive Director in June 2020
Nationalities: U.S. and Colombian citizen
Age: Born in 1968
Skills: Mr. Ramos brings his experience as CEO of Millicom, a position he has held since April 2015. During his tenure, he has designed, proposed and implemented the present strategy of the Millicom group, transforming the Company into a fixed internet and mobile business with a focus on Latin America. Under Mr. Ramos’ leadership, Millicom solidified its company purpose “to build the digital highways that connect people, improve lives and develop communities” and built a strong corporate culture described as Sangre Tigo.
Experience: Currently, Mr. Ramos serves as: (i) a member of the Board of Directors of Charter Communications (U.S.); and (ii) Commissioner at the Broadband Commission for Sustainable Development. Previously, Mr. Ramos served as President of Liberty Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos held several leadership roles, including positions as Chairman and CEO of VTR in Chile, Chief Financial Officer of Liberty’s Latin American division, and President of Liberty Puerto Rico.
Education: Lawyer and Economist, Los Andes University
Independence: Not independent from the Company and its executive management, independent of the Company’s major shareholders
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 459,948 shares
Ms. Pernille Erenbjerg
Deputy Chair, Non-Executive Director
Role: Re-elected as a Non-Executive Director and Deputy Chair of the Board in May 2023; first appointed in January 2019
Nationality: Danish citizen
Age: Born in 1967
Skills: Ms. Erenbjerg brings years of experience operating a converged provider of communication and entertainment services and driving transformational processes in complex organizations, both organically and through M&A.
Millicom Committees: Chair of the Compensation and Talent Committee
Experience: Currently, Ms. Erenbjerg also serves as (i) Deputy Chair of Genmab, a dual listed company focusing on international biotechnology headquartered in Denmark; (ii) a Non-Executive Board member of RTL Group, Europe's largest broadcaster; and . (iii) Chair of the Board of KK Wind Solutions A/S (a Danish privately owned company providing various parts and solutions for the wind
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industry). Previous roles include: (i) President and Group Chief Executive Officer of TDC, the leading provider of integrated communications and entertainment solutions in Denmark and Norway; and (ii) Chief Financial Officer and Executive Vice President of Corporate Finance at TDC, among others.
Education: MSc in Business Economics and Auditing, Copenhagen Business School
Independence: Independent from the Company, its executive management and its major shareholders
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 41,404 shares
Ms. Maria Teresa Arnal
Non-Executive Director
Role: First elected as a Non-Executive Director in May 2023
Nationality: Mexican, Venezuelan and Spanish citizen
Age: Born in 1971
Skills: Ms. Arnal brings her significant knowledge in the fields of digital payments and digital infrastructure businesses in Latin America, as well her experience in digital and new media technology, telecommunications and entertainment.

Millicom Committees: Member of the Compensation and Talent Committee
Experience: Ms. Arnal currently serves as a director of (i) Walmart of Mexico and Central America, (ii) Sigma Alimentos, S.A. de C.V., wholly owned by Alfa Corporativo, S.A. de C.V, a global food company headquartered and listed in Mexico, and (iii) Orbia, a purpose-driven growth company that tackles global challenges. Her previous experience includes (i) managing director for Google Mexico, (ii) Managing Director Spanish Speaking LATAM at Twitter, (iii) Chief Executive Officer and President at J. Walter Thompson Company in Mexico, (iv) General Manager, Director of Operations, Director of Sales, and Alliances Microsoft in Mexico, (v) consultant for The Boston Consulting Group and Booz, Allen & Hamilton. Furthermore, she founded Clarus, a leading digital marketing firm that was later acquired by WPP, and she has been involved with the tech start-up ecosystem in Latam as an investor and through Endeavor and several VC funds.

Education: Bachelor’s degree in Industrial Engineering from Andres Bello Catholic University (UCAB) and holds a Master of Business Administration (MBA) from Columbia Business School.
Independence: Independent from the Company, its executive management and its major shareholders
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares
Mr. Bruce Churchill
Non-Executive Director
Role: Re-elected as a Non-Executive Director in May 2023; first appointed in May 2021
Nationality: U.S. citizen
Age: Born in 1957
Skills: Mr. Churchill brings over 30 years of operational and strategy experience in the media industry, including senior management roles in Latin America.
Millicom Committees: Member of the Audit and Compliance Committee and member of the Compensation and Talent Committee
Experience: Currently, Mr. Churchill serves on the Board of Wyndham Hotels and Resorts, one of the largest hotel franchises in the world, where he also chairs the Compensation Committee and as a member of the Audit Committee. Previously, he served as (i) Non-Executive Director on the Board of Computer Sciences Corporation, a multinational corporation that provided IT services and professional services, from 2014 to 2017 (when the company merged with HP Enterprise); (ii) President of DIRECTV Latin America, LLC, from 2004 to 2015, and Chief Financial Officer of DIRECTV from January 2004 to March 2005; and (iii) President and Chief Operating Officer of STAR TV.
Education: MBA, Harvard Business School; Bachelor of Arts in American Studies, Stanford University
Independence: Independent from the Company, its executive management and its major shareholders
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 18,167 shares.
Ms. Aude Durand
Non-Executive Director
Role: Elected as a Non-Executive Director of the Board in February 2024
Nationality: French citizen
Age: Born in 1992
Skills: Ms. Durand brings years of experience in the telecommunications industry and know-how about
AI projects and cloud-based infrastructure.
Millicom Committees: None
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Experience: Currently, Ms. Durand is the Deputy CEO at iliad Holding, where she is involved in key projects across iliad’s telecom operators in France, Italy and Poland. She also oversees iliad’s AI endeavors, including the creation of Kyutai, a world-class open-science AI lab. In addition to her role at iliad Holding, Ms. Durand holds positions as Chair of Scaleway (leading European cloud provider, owned by iliad) and Board Member of Monaco Telecom.

Education: Master of Science (MSc) in Management Science & Engineering from Stanford University (USA) and an Engineering Degree from Ecole Polytechnique (France)

Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): no shares
Mr. Tomas Eliasson
Non-Executive Director
Role: Elected as a Non-Executive Director in May 2023; first appointed in May 2022
Nationalities: Swedish citizen
Age: Born in 1962
Skills: Mr. Eliasson brings to the Millicom Board significant experience as a Chief Financial Officer (CFO) for multinational and global Swedish companies in roles that span governance and oversight over financial reporting, internal control, and risk management processes and procedures within global finance functions. He also brings extensive knowledge of Millicom, having served as a Non-Executive Director and Chair of the Audit Committee for seven years between 2014 and 2021.
Millicom Committees: Chair of the Audit and Compliance Committee
Experience: Currently, Mr. Eliasson serves as: (i) Non-Executive Director of Riksbankens Jubileumsfond, a Swedish foundation promoting and supporting research in the humanities and social sciences; (ii) Non-Executive Director of Boliden, a metals company with a focus on sustainable development, listed in Nasdaq Stockholm; (iii) Non-Executive Director of Telia Company, a listed telecommunications, media and entertainment company; and (iv) Non-Executive Director of Elekta AB a company providing precision radiation therapy solutions. Previously, Mr. Eliasson served as: (i) Chief Financial Officer (CFO) of Sandvik AB, a global high-tech engineering group providing solutions for the manufacturing, mining and infrastructure industries, until January 2022; (ii) CFO of Electrolux, a leading global appliance company listed in Nasdaq Stockholm; (iii) CFO of ASSA ABLOY Group, a global leader in access solutions, listed in Nasdaq Stockholm; and (iv) CFO of SECO Tools, a global metal cutting and machining solutions provider, among others.
Education: Bachelor of Science in Business Administration and Economics, University of Uppsala
Independence: Independent from the Company, its executive management and its major shareholders
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 12,743 shares
Mr. Michael Golan
Non-Executive Director
Role: First elected as a Non-Executive Director in May 2023
Nationality: Israeli citizen
Age: Born in 1978
Skills: Mr. Golan brings insights from his experience as CEO in the telecommunications and media sectors and creating a mobile operator in Israel.

Millicom Committees: Member of the Audit and Compliance Committee
Experience: Mr. Golan created Golan Telecom in 2010 the 5th Israeli mobile operator at the time. Golan Telecom was sold in 2017. Before that, he joined the Iliad group as Chief Operating Officer and soon became CEO of Iliad, a position he left in 2007.

Education: Mr. Golan is a graduate of ESCP/EAP business school and Paris Dauphine University.
Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): no shares
Mr. Thomas Reynaud
Non-Executive Director
Role: First elected as a Non-Executive Director in May 2023
Nationality: French citizen
Age: Born in 1973
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Skills: Mr.Reynaud brings extensive experience in driving growth in the telecommunications and media sector and has advised several companies in these areas on their business development and IPOs.

Millicom Committees: Member of the Compensation and Talent Committee
Experience: Currently, Mr. Reynaud serves as (i) Chief Executive Officer and a member of the Board of Directors of Iliad Group, the parent of Free in France, Iliad in Italy and Play and UPC Polska in Poland; (ii) a Board member of the Mozaïk Foundation, an active supporter of the ScholaVie association which campaigns for positive schooling; and (iii) a partner of several innovative ventures in the agrifood sector. Mr. Reynaud joined Iliad in 2007, tasked with structuring the Group’s growth. He first served as Head of Business Development before becoming Chief Financial Officer in 2008 and then a Senior Vice-President in 2010. He has been the Group’s Chief Executive Officer since May 2018. Thomas began his career in New York in 1997. He then went on to become Managing Director in charge of the Telecoms and Media sector at Société Générale, where he advised European companies on their business development, and notably Iliad at the time of its IPO.
Education: Graduate of HEC business school and New York University
Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares
Ms. Blanca Treviño
Non-Executive Director
Role: First elected as a Non-Executive Director in May 2023
Nationalities: Mexican and U.S. citizen
Age: Born in 1962
Skills: Ms. Treviño brings her wide-ranging international experience in IT services in emerging countries, particularly in Latin America, as well as strong leadership and perspectives in the rapidly evolving world of business technology.

Millicom Committees: Member of the Audit and Compliance Committee
Experience: Ms. Treviño is the President, CEO, and co-founder of Softtek, a global company dedicated to helping organizations evolve through technology. She also serves as (i) Co-Chair of the Partnership for Central America, an initiative supported by the Vice-President of the United States, (ii) Vice-President of the Mexican Business Council, (iii) non-executive director at the Mexican Stock Exchange, (iv) director at Altan Redes, a private company that is the designer, developer, and operator of the shared telecommunication networks initiative in Mexico, and (v) member of the Advisory Council of the MIT School of Engineering, Previously she served as (ii) director at Grupo Lala, (ii) director at the Americas Society, (iii) director at Council of the Americas, (iv) director at the Ibero-American Council on Productivity and Competitiveness, and (v) independent director of Walmart Mexico for 15 years, as well as an independent director of companies such as Goldcorp and the state-owned Federal Electricity Commission.
Education: Bachelor’s degree in Computer Science from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).
Independence: Independent from the Company, its executive management and its major shareholders
Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares

Board Program
Summary of Board Activities in 2023
Immediately after the 2023 AGM, the Board of Directors held a meeting during which it agreed on key governance matters, the calendar and an annual program consisting of specific areas of focus on which the Board has a role to oversee and advise the Company.

Specific projects and topics arise in the normal course of business and are added to the program of the Board; some of these are handled by specific Board committees.

Board program and Area of Focus in 2023

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Board annual programFocused actions
1. Strategic review
Discussed, reviewed and approved the strategy
Oversaw and approved the recapitalization of the Colombia business
Oversaw progress in carving out the MFS and Lati tower infrastructure businesses
Discussed with the Executive Team industry and geographic trends and the operational and financial strategy for each country, with specific focus on Colombia and Guatemala
2. Operating and financial performance review
Discussed priorities and challenges for each of the operations, including development of MFS, cable and mobile data businesses, efficiency measures and capital expenditure allocation
Monitored challenges, threats, opportunities and other consequences of the macroeconomic climate on the business and strategy
Reviewed and approved spectrum acquisition, updated 2023 budget and discussed and approved the 2024 budget
3. Corporate governance, legal and compliance matters
Made revisions and updates to governance documents (Board and committee charters, procedural rules and instructions to the CEO as well as the authority matrix)
Elected the Deputy Chair and Committee Chairs and members, and elected the Interim Chair of the Board
4. ESG; sustainability and other external affairs related matters
Oversaw initiatives in implementation of the ESG strategy and progress toward sustainability targets
Reviewed the external affairs strategic framework and implementation activities
Periodically reviewed the political situation by market, with a specific focus on election periods, international relations and advice on related risk management
Reviewed regulatory and engagement challenges
Reviewed climate-related risks and impact of the business on climate change
5. Organizational structure and corporate culture
Participated in performance reviews of the Executive Team and of the management, and changes in organizational and reporting structures
Oversaw organizational and operational model changes
Oversaw succession planning for the Executive Team
Reviewed cultural initiatives, including DE&I developments
6. External financial reporting and non-financial performance
Held periodic meetings with the external auditors to review the financial position and reviewed and approved related reporting
Reviewed the 2022 Annual Report and 20-F, including the 2022 Consolidated Financial Statements of the Company
Reviewed quarterly earnings releases and 2023 interim consolidated financial statements
Approved corporate finance strategy, including liability management initiatives to extend maturity and lower average cost of debt
7. Risk management
Participated in the annual risk reassessment and reviewed the key risks facing the Group and its approach to managing risks
Set the risk appetite of the Group
8. Capital structure and shareholder remuneration policy
Approved refinancing of Group and local bonds and loans to extend maturity and lower average cost of debt
Recommended the shareholder remuneration policy and approved the share repurchase plan; 282,724 shares were repurchased during 2023
9. Portfolio management, including acquisitions and divestments
Discussed acquisition and disposal developments and opportunities with particular focus on carve-out and monetization of tower infrastructure assets
10. Board performance self-evaluation
Completed an annual self-evaluation of combined Board performance and individual performances and reported to the Nomination Committee
11. HR matters
Evaluated the performance and approved the compensation of the CEO
Oversaw succession planning for the Executive Team
12. Reports from committees
Regularly reviewed reports from Audit and Compliance Committee, and Compensation and Talent Committee on recent activities
Discussed Nomination Committee Director appointment proposals
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Induction and Training

Millicom provides incoming Board members with information on their roles and responsibilities, the Board's operating procedures and Millicom’s business and industry. We provide access to governance documents, policies and procedures; meeting materials; and Company information through a secure online tool, in meetings set with the Executive Team, and through ongoing dissemination of information.

Millicom provides training on topics such as anti-bribery and corruption, ethics, independence and insider trading. In addition, the Board regularly receives detailed reports on specific areas that support Directors' understanding of Millicom’s business and operating environment.

In 2023 the Directors participated in a visit to Millicom’s operations in Guatemala to learn about the characteristics of the local market, see aspects of the business in operation, and interact with local management.

Board Effectiveness

The Board conducts an annual performance review process, wherein each Board member’s personal performance is also reviewed. This involves assessing Board and committee actions and activities against the Board’s mandate, as determined in the Board Charter, and the mandates of its various committees.

In 2023, the Board used a questionnaire to assess its performance against the Board's key duties, its composition and processes, and the performance of individual Board members. The results of the evaluation were presented to the Nomination Committee. In addition, the Nomination Committee continued the engagement with an international consultancy firm to assist in an assessment of the composition of the Board, now and for the future.

Board Meetings/Attendance at Regularly Scheduled Meetings of the Board in the 2023 Financial Year
DirectorMeeting Attendance%
Mr. Mauricio Ramos10 of 10100
Ms. Pernille Erenbjerg8 of 1080
Ms. Maria Teresa Arnal6 of 6100
Mr. Bruce Churchill10 of 10100
Mr. Tomas Eliasson9 of 1090
Mr. Michael Golan
5 of 6
83
Mr. Nicolas Jaeger6 of 6100
Mr. Thomas Reynaud5 of 683
Ms. Blanca Treviño de Vega
6 of 6
100
Attendance
65 of 70
93
Former Director (until August 2023)
Mr. José Antonio Ríos García8 of 8100
Former Directors (until May 2023)
Mr. Odilon Almeida
4 of 4
100
Mr. Lars-Johan Jarnheimer
4 of 4
100
Ms. Mercedes Johnson
4 of 4
100
Mr. James Thompson
4 of 4
100
Overall attendance
89 of 94
95
Board Committees
The Board is supported by committees (Audit and Compliance Committee and Compensation and Talent Committee) that work on behalf of the Board within their respective areas of responsibility. From time to time, the
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Board delegates authority to an “ad hoc” work group so that it may resolve a specific matter on its own without having to go before the full Board for approval.

I. Audit and Compliance Committee
Letter from the Chair of the Audit and Compliance Committee
I am pleased to present the Audit and Compliance Committee’s report for 2023. We convened eight formal meetings during the financial year in order to satisfy our established set of responsibilities.
In a dynamic landscape marked by global economic shifts, persistence of macroeconomic headwinds, and management’s actions to position the company to drive an increase in annual equity free cash flow generation, Millicom demonstrated resilience, achieving key milestones in 2023, paving the way for a strong 2024. These developments— alongside evolving technological advancements and new regulatory requirements, such as Environmental Social and Governance (ESG) disclosures, cybersecurity, among others—presented both opportunities and challenges that shaped the agenda of the Audit and Compliance Committee throughout the year.
Compliance Related topics
In 2023, we continued to develop the ethics and compliance program to better assist employees in doing the right thing the right way, including continuing to improve the program's reach. As such, we continued enhancing our three strategic focus points: embed and entrench, communication, and data analytics. With compliance integrated within the Company's business processes, compliance teams are better able to detect and mitigate any potential risks in real time. Additionally, the compliance function disseminated its messages in conjunction with other departments in a clear and understandable manner, with everyone in the organization apprised of both risks and controls that are in place. Similarly, we used data collected on our platforms to develop action plans and attack root causes.
In focusing on the most pressing risks in 2023, we continued reinforcing the main elements of our compliance program, including our annual training for the entire Company. The training covered, among other topics, our Code of Conduct, our Speak Up campaign, our anti-corruption policy and our anti-money laundering (AML) program.
The training campaign this year was designed and prepared using in-house talent and resources. Employees across the Company participated in creating, producing and delivering a 100% Tigo-customized course.
We continued to build and refine our ethics and compliance program in 2023. This included our AML and Government Interactions policies. These revised policies aim to mitigate the current risk landscape and adopt best practices across the board.
Audit Related topics

Supported by the guiding principles established by management and periodic updates on the strength of the business, the Audit and Compliance Committee engaged in risk oversight of critical areas like ESG, cybersecurity, supply chain challenges and other external threats. Further, our overarching objectives included ensuring the integrity of the Group’s financial reporting and that appropriate accounting judgments were made, assessing the external auditor's effectiveness, and overseeing the status of the internal control environment.
Our Internal Audit Team assisted the committee by harmonizing their plans and assurance activities with the evolving risk profile and prioritizing reviews to provide consulting services where appropriate. These activities generated relevant recommendations aimed at enhancing the control posture of the company.
In addition to tracking important regulatory developments in financial reporting, the committee monitored tax obligations, new debt issuance and refinancing activities, as well as the evolution of Millicom’s risk management programs.
I wish to extend my appreciation to my colleagues for their support of and commitment to the activities of the committee. On behalf of the Board, I would like to reconfirm our commitment to a culture of ethics and strong compliance that leads to success for the business and pride for our Company by making it happen the right way.
I look forward to continue performing our duties until the conclusion of our mandate at the 2024 AGM.

Mr. Tomas Eliasson
Chair of the Audit and Compliance Committee
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Audit and Compliance Committee Members and Attendance at Regularly Scheduled Meetings in 2023
Audit and Compliance Committee
PositionFirst appointmentMeetings/attendance%
Mr. Tomas Eliasson
Chair*May 2022
8 of 8
100
Mr. Bruce ChurchillMemberMay 2021
8 of 8
100
Mr. Michael GolanMemberMay 20233 of 4 75
Ms. Blanca Treviño de VegaMemberMay 20234 of 4100
Attendance
23 of 24
96
Ms. Mercedes Johnson
Former Chair of the Audit Committee and former Member of the Compliance and Business Conduct Committee
May 2019 (until May 2023)
4 of 4
100
Mr. James ThompsonFormer Member of the Audit Committee January 2019 (until May 2023)3 of 3100
Mr. Odilon Almeida
Former Chair of the Compliance and Business Conduct Committee
November 2015 (until May 2023)
1 of 1
100
Overall attendance
31 of 32
97
*Designated as having specific accounting competence as per the EU Directive.
In addition, the Interim Chair of the Board, Mr Mauricio Ramos (as from 31 August, 2023) and the former chair of the Board, Mr. José Antonio Ríos García (until 31 August, 2023), attended all of the Audit and Compliance Committee meetings.
Appointment and Role of the Audit and Compliance Committee
Millicom's Directors have established an Audit and Compliance Committee that convenes at least four times a year and comprises a minimum of two directors. The Audit and Compliance Committee is composed solely of Non-Executive Directors, all of whom were independent Directors in 2023. Members are appointed to ensure there is a mixture of relevant experience in both finance and broader commercial matters. The Board is confident that the collective experience of the members enables them to act as an effective Audit and Compliance Committee. The Audit and Compliance Committee is also satisfied that it has the expertise and resources available to fulfill its responsibilities.
This committee has responsibility to assist the Board in its responsibility for the robustness, integrity and effectiveness of financial reporting, risk management, internal controls, cybersecurity program, internal audit and external audit process, as well as compliance with related laws and regulations; and to oversee the Company’s compliance program, standards of business conduct and related investigations, and to monitor the Company’s actions and resources in these areas. Millicom’s Audit and Compliance Committee reports on and makes recommendations to the full Board regarding the Group’s compliance programs and standards of business conduct. The ultimate responsibility for reviewing and approving Millicom’s Annual Report and accounts remains with the Board.
The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, VP Risk Management & Internal Audit, Head of Business Controls, Chief Legal and Compliance Officer, Chief Commercial & Technology Officer, Chief Information Security Officer, Chief External Affairs Officer and representatives from the Company's external auditor EY are invited to attend committee meetings. The Secretary of the committee is the Group's Company Secretary. The Audit and Compliance Committee Chair prepares the meeting agenda in conjunction with the Chief Financial Officer and Chief Legal and Compliance Officer. Regular private sessions are held, attended only by Audit and Compliance Committee members and the external auditor, to provide an opportunity for open dialogue without management present. The CEO and Executive Team are committed to our Sangre Tigo culture and are actively involved in fostering a culture of ethics and compliance from the top across all our lines of business.
At each regularly scheduled meeting, the Audit and Compliance Committee receives reports from the Chief Financial Officer, the external auditor, and the heads of Risk Management & Internal Audit and Business Controls. Additional reports are submitted by other officers of the Company as required. The Audit and Compliance Committee received the required information from the external auditor in accordance with Luxembourg regulations.


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Summary of Areas of Focus and Actions in 2023
Financial reporting
(refer to the following pages for details)
Reviewed key accounting and reporting matters at each meeting.
Reviewed and approved each quarter’s earnings release and the 2023 annual earnings release; the Annual Report and 20-F together with the consolidated financial statements; the 2023 half-year earnings release; and each quarter's interim financial statements.
Reviewed the latest accounting developments and their effect on the financial statements..
Reviewed the alternative performance measures policy.
External auditor
(refer to the following pages for details)
Received reports from the external auditor at each meeting in compliance with EU regulations covering important financial reporting, accounting and audit matters; including updates on SEC and CSSF guidelines.
Approved the 2023 external audit strategy and fees and the proposed approach to address the challenges posed by external factors (such as economic pressures, cybersecurity threats, among others) and internal factors (such as the Everest project).
Considered the results of control testing performed by the external auditor in accordance with Section 404 of the Sarbanes-Oxley Act of 2002
Reviewed the performance of the external auditor and its independence, including the revision and approval of all audit, audit-related and non-audit services rendered by the external auditors.
Risk Management & Internal Audit activities
(Refer to the following pages for details)
Provided guidance and oversight over risk management processes
Reviewed alignment of top risks with strategy and recommended risk appetite
Reviewed regular risk reports and risk management remediation plans
Approved the annual Internal Audit plan and subsequent updates to the plan
Reviewed internal audit findings arising from the delivery of the 2023 audit plan
Business controls and SOX
(Refer to the following pages for details)
Reviewed the results of Millicom’s Sarbanes-Oxley program.
Received and reviewed findings and recommendations regarding the design and operating effectiveness of internal controls over financial reporting based on the cycle of management testing of internal controls
Governance
Reviewed and approved the Internal Audit Charter and Enterprise Risk Management Charter.
ESG reporting
Reviewed the 2022 EU Taxonomy report, the progress on the effective CSRD legislation (that would become applicable for Millicom for financial year 2024) and upcoming SEC climate-disclosure proposed rules.
Financing, treasury and tax
Reviewed the Group’s tax strategy and structure and approved the tax policy
Approved the updated Group treasury and related policies, including policies on hedging and financial risk management
Fraud management
Reviewed fraud-related cases, investigations and remedial actions
Revenue assurance
Received updates on revenue assurance activities
Reviewed trends and actions taken to minimize loss and revenue leakage
Related party transactions
Reviewed related party transactions

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Compliance program elements reviewed
Monitored anti-corruption program and automated procedures, including those covering new and emerging areas of risk and strengthening of the overall program.
Published revised compliance policies and procedures and communicated them to the whole organization.
Reviewed training completion rates on Company compliance policies as part of select managers' KPIs.
Incorporated compliance factors into executives’ incentive programs for the sixth consecutive year; bonus awards are tied to achievement of compliance KPIs. Code of Conduct training is a requisite to access bonus in the whole organization.
Reporting and investigations
Supported Speak Up program by receiving updates on the use of Speak Up resources to report issues of perceived non-compliance with our policies and values
Global anti-money laundering (AML) program
Reviewed the implementation of the in-house transaction monitoring tool in Paraguay, Guatemala and Panama.
Approved the group-level AML training proposed by the Corporate Compliance Department
Supported on-site AML reviews to all MFS and Telco operations, except Bolivia and Colombia.
Information security and cybersecurity
Reviewed the Information Security Framework, organization and governance
Reviewed the Information Security Program, including risk management, vulnerability management, and awareness and training, among others
Reviewed reports on cybersecurity incidents, including impact, responses and remediation
Reviewed maturity improvement plans related to the NIST Cyber Security Framework (CSF) implementation

The Audit and Compliance Committee held eight meetings during 2023, including five meetings coinciding with key dates in Millicom’s external reporting calendar.

Financial reporting
The Audit and Compliance Committee reviewed earnings releases and financial statements for each quarter. Comprehensive reports from management and the external auditors highlighted the significant judgmental accounting issues for the attention of the committee. Reporting and disclosure topics under both EU and U.S. listing requirements were addressed. To assist with all matters related to earnings releases, financial statements and other market disclosures, Millicom has a Management Disclosure Committee composed of senior management from Finance, Legal, Compliance, Communications, Investor Relations and other functions as and when required. The Disclosure Committee identifies and considers disclosure matters in market releases, including releases that may contain material financial information.


External Auditor
Effectiveness
The quality and effectiveness of the external audit matter greatly to the Audit and Compliance Committee. A detailed audit plan outlining the key risks and proposed geographical coverage is prepared and discussed with the Audit and Compliance Committee at the start of each annual audit cycle. The committee assessed audit quality by referring to the standard of the reports received, the caliber of senior members of the audit team and the depth of inquiry and discussions with executive management, in addition to management feedback provided to the Audit and Compliance Committee. This feedback allows the committee to monitor and assess the performance of the external auditor as part of a recommendation to the Board regarding the auditor's appointment.

Independence
The Audit and Compliance Committee has policies to maintain the independence of the external auditor and to govern the provision of audit and non-audit services. The policies and approval process of non-audit services and audit-related services comply with SEC independence rules and with the latest EU and local regulations. Under these rules, the Audit and Compliance Committee pre-approves a list of services that can be rendered by the audit firm. If services to be rendered are pre-approved in nature, management can approve them when requested (following an established authority matrix) and present them to the Audit and Compliance Committee on a quarterly basis for formal approval. If services to be rendered are not pre-approved, they should be pre-approved by the Chair of the Audit and Compliance Committee when requested and then submitted to the next full Audit and Compliance Committee for formal approval. A schedule of all non-audit services with the external auditor is reviewed at each meeting.
For the year ended December 31, 2023, the Audit and Compliance Committee approved fees for audit and audit-related services of $6.4 million, together with fees for non-audit work of $0.5 million.
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In compliance with independence rules, the previous audit partner rotated off the audit in 2019 and the current audit partner will rotate off after the audit of the consolidated financial statements as of December 31, 2023.

Risk Management and Internal Audit

Risk Management

The Audit and Compliance Committee received regular reports on the Group’s risk management framework and process from the Management Risk Committee, as well as reports on the evolution of significant risks at both operational and Group levels and related mitigation and risk management actions. Further information is set out in the Risk Management section of this Annual Report, starting on page 41.
In addition, the Audit and Compliance Committee reviewed financial risk, tax risks, policy and strategy, treasury policy and risks, and Group insurance coverage.
Internal Audit

The Internal Audit team provides independent and objective assurance, and consulting services over the design and effectiveness of Millicom’s internal control environment, governance, and risk management processes. The Internal Audit team employs a robust methodology that supports the systematic execution of internal audit activities reflected through a risk-based annual Internal Audit Plan.

The annual Internal Audit Plan is developed in alignment with the strategic risks of Millicom as well as consideration of the company’s strategic priorities, input from senior management, external audit findings, industry-relevant developments, and Internal Audit’s knowledge of the business. Before the start of the fiscal year, the Audit and Compliance Committee approves the annual Internal Audit plan, which includes assurance and advisory projects and other risk assessment initiatives, and assesses the adequacy of the budget and resources.

Execution of the 2023 Internal Audit Plan provided the Executive Management Team and the Audit and Compliance Committee with an independent view of the effectiveness of Millicom’s internal control environment and governance processes in operational, financial, compliance, and technology areas. At each meeting, the Audit and Compliance Committee received a report on internal audit activities, progress against the plan, updates to the plan, and results of the audits completed in the period, including associated recommendations and management action plans where findings were identified.

Internal Controls and SOX


The Audit and Compliance Committee received the results of management's testing of key controls and testing by the external auditors. Management concluded that the Group had maintained effective internal controls over financial reporting.
A debrief of the Sarbanes-Oxley status program was held. The Committee also reviewed and approved the planned scope of the 2023 program and approach to testing of key controls.
The Committee reviewed regular reports on the results of management testing of key controls and the progress made to address any control gaps.
II. Compensation and Talent Committee
Letter from the Chair of the Compensation and Talent Committee
I am pleased to present the 2023 Remuneration Report. The key remuneration highlights for the year are summarized below. Further details are provided in the "Compensation and Talent Committee's Report".

The Committee meets regularly to review executive compensation and other Human Resources related matters to ensure competitiveness across our markets. We believe in paying for performance, which encompasses both short-term and long-term incentives. Talent constitutes a fundamental cornerstone for our company. Therefore, we deem it imperative to integrate talent management considerations within the scope of the Compensation Committee. With this enhancement, we formally renamed the committee to Compensation and Talent Committee.

Consequently, as of September 2023, the committee, previously comprised of three Board of Directors members, expanded to encompass five members, dedicated to addressing both Talent and Compensation matters: Ms. Pernille Erenbjerg (Chair), Ms. Maria Teresa Arnal, Mr. Bruce Churchill, Mr. Thomas Reynaud and the late Mr. Nicolas Jaeger.

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On August 31, 2023, Mauricio Ramos, our CEO, was appointed interim Chair of the Board. To drive profitable growth within the company, with a focused approach on leading all operational and financial responsibilities, the role of President/COO has been created. Maxime Lombardini was appointed to take on this role, and with his background, experience, and proven track record, he has been instrumental in achieving the stated objectives.

In the face of high inflation rates, escalating debt service costs, and elevated competition in our markets, it had become imperative to further enhance our efficiency program, Project Everest. The efficiencies afforded by Everest enhance our ability to continue investing in the business and to secure access to capital, enabling us to sustain our deeply held purpose: to build digital highways that connect our people and foster the development of our communities. It is within this context that, in the year 2023, two waves of a corporate-level restructuring plan were implemented, from March to December.

Our 2023 remuneration policy focused on a total compensation approach which consists of:

a) a base salary, various benefits and pension arrangements;
b) a high variable component through an annual short-term incentive (STI) bonus;
c) for senior management only, a portion (30-40%) of this bonus is paid in cash, while the remaining portion is made as an equity grant from the deferred share plan (DSP), with vesting over 3 years 30%/30%/40%); and,
d) for top executives only, a long-term incentive plan (LTI) that consists of an equity grant from the performance share plan (PSP).

The committee believes this blended approach balances both short-term and long-term focus. Specifically for the Chief Executive Officer (CEO) and Executive Vice Presidents (EVPs), the majority of their total compensation is variable, with a high proportion paid in shares. This aligns management and shareholder interests by measuring performance, payment in shares and extended time horizons for vesting.

A substantial part of the annual bonus (STI) for the top roles of the organization, including the CEO and EVPs is paid in shares that vest prorated over three years (DSP). In addition the long-term incentive awards under the Performance Share Plan (PSP) cliff vest after three years and are fully paid in shares.
For our STI, 60% of the 2023 bonus was based on performance against three financial targets: Service revenue, EBITDA and Operating free cash flow after leases (OFCFaL). Of the remaining 40%, 10% was allocated to customer satisfaction—measured using Relational Net Promoter Score (rNPS)—and 30% was based on individual strategic objectives.
For the Long-Term Incentive component, in 2023, we introduced an ESG metric in addition to Service Revenue, Operating free cash flow after Leases (OFCFaL) and relative Total Shareholder Return.

We also encourage our top leaders to take a longer-term view on positive business performance in alignment with Company and shareholder interests. Therefore, we have minimum share ownership requirements for the CEO, EVPs, VP's and GM's that constitute our top executive team. The CEO is required to build and maintain a shareholding with a value of at least 400% of base salary, a level he maintained and exceeded in 2023.
During the 2023 AGM, we received ample support for our remuneration approach: 92.28% Approval for Remuneration Policy, 91.01% Approval for share-based incentive plans and 99.47% Approval for Remuneration Report.

On December 1, 2023, the Board adopted a full comprehensive "claw-back" policy in response to specific rules issued by the SEC under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). This policy ensures that if our financial statements are restated due to errors, misstatements, or misconduct, we have mechanisms in place to recoup excess compensation paid to current and former executive officers. By aligning with regulatory requirements and industry best practices, we reinforce responsible governance and shareholder value.

There were no deviations to the remuneration policy and the Board is confident that the policy has operated as intended over the year. A summary of the elements of executive pay for 2023 is set out on the following pages.
The Compensation and Talent Committee is committed to ongoing consultation with shareholders and their advisory groups.
On behalf of the Board, I hope you find the 2023 Remuneration Report informative.

Ms. Pernille Erenbjerg
Chair of the Compensation and Talent Committee
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Compensation and Talent Committee’s Report
This Annual Report describes the remuneration philosophy—and related policy and guidelines—as well as the governance structures and processes in place. It also sets out the remuneration of Directors, as well as compensation of global senior management for the current and prior financial reporting years.

1.1 Role of the Compensation and Talent Committee
The Compensation and Talent Committee monitors and evaluates (i) programs for variable remuneration to senior management, including both ongoing programs and those that have ended during the year; (ii) the application of the guidelines for remuneration to the Board and senior management established at the shareholders' meeting; and (iii) the current remuneration structures and levels in the Company. The Compensation and Talent Committee makes recommendations to the Board regarding the compensation of the CEO and his direct reports; approves all equity plans and grants; and manages Executive Team succession planning. Final approval of the CEO remuneration requires Board approval.

The evaluation of the CEO is conducted by the Compensation and Talent Committee and together with meeting the financial targets discussed below, in his STI payout, the CEO received $1,249,386 in cash and $3,310,873 granted in deferred shares that vest over three years for the Group's 2023 performance. The Chair of the Compensation and Talent Committee conveyed the results of the review and evaluation to the CEO.

1.2 Compensation and Talent Committee Charter
The Group’s Compensation and Talent Committee Charter can be found on our website under the Board Committees section and covers overall purpose/objectives, committee membership, committee authority and responsibility, and the committee’s performance evaluation.

1.3 Compensation and Talent Committee Membership and Attendance 2023
DirectorPositionFirst AppointmentMeeting Attendance%
Ms. Pernille ErenbjergChairJanuary 20193 of 3100
Ms. Maria Teresa ArnalMemberMay 20232 of 2100
Mr. Bruce ChurchillMemberMay 20232 of 2100
Mr. Nicolas JaegerMemberMay 20232 of 2100
Mr. Thomas ReynaudMemberMay 20232 of 2100
Attendance11 of 11100
Former members
Mr. Lars-Johan Jarnheimer1 of 1100
Mr. James Thompson1 of 1100
Overall Attendance13 of 13100















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1.4 Areas Covered in 2023
TopicCommentary
Bonus (STI) and performance reports
Reviewed and approved the Global Senior Management Team's 2022 performance reports and individual Executive Team payouts for STI/LTI (cash/equity)
Reviewed and approved 2023 short-term variable compensation targets.
Compensation review
Approved all payments for CEO and Executive Team members.
Reviewed executive remuneration and governance trends and developments.
Reviewed and approved the peer group for the CEO and the Executive Team benchmarking.
Approved changes to CEO and Executive Team compensation elements based on market competitiveness.
Share-based incentive plans
Approved the 2020 LTI (PSP) vesting.
Reviewed and approved all equity grants.
Reviewed and approved the 2023 share units plan (DSP and PSP) rules.
Reviewed and approved the 2023 long-term variable compensation targets.
Reviewed the replenishment of the treasury share balance reserved for share-based incentive plans.
Reviewed share ownership guidelines and the compliance of each covered employee.
Reviewed performance and projections of outstanding LTI plans (2021, 2022 and 2023).
Reviewed equity plans participant turnover.
Global reward strategy and executive remuneration review
Reviewed remuneration/C&B philosophy and strategy.
Variable pay design
Discussed and approved STI and LTI design for 2023.
Reviewed and approved the achievement of the MSU 2023 Tranche
Reviewed and approved STI and LTI performance measures for 2023.
OtherReviewed and approved exceptional items, new hire equity grants, etc.
Reviewed Executive Team’s severance payouts in a change of control.
Reviewed and approved the Remuneration Clawback policy.
Reviewed and discussed results of 2023 "Say on Pay."
Compensation and Talent Committee governance
Reviewed and approved the Compensation and Talent Committee annual meeting cycle and calendar.
Reviewed the Compensation and Talent Committee Charter.
Reviewed and approved the use of an external compensation consultant.

2. Our Compensation Philosophy and Core Principles
The philosophy, guidelines, objectives, and policy applicable to remuneration of the Global Senior Management Team were approved by the shareholders (item 23) of the AGM held on May 31, 2023.
2.1 Core Principles
The Compensation and Talent Committee worked using the following objectives for the Global Senior Management Team's compensation.
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What we strive forWhat it means
Competitive and fairLevels of pay and benefits to attract and retain the right people.
Drive the right behaviors
Reward policy and practices that drive behaviors supporting our Company strategy and business objectives.
Shareholder alignment
Variable compensation plans that support a culture of entrepreneurship and performance, and incorporate both short-term and longer-term financial and operational metrics strongly correlated to the creation of shareholder wealth. Long-term incentives are designed to maintain sustained commitment and ensure the interests of our Global Senior Management Team are aligned with those of our shareholders.
Pay for performance
Total reward structured around pay in line with performance, providing the opportunity to reward strong corporate and individual performance. A significant proportion of top management's compensation is variable (at risk) and based on measures of personal and Company performance directly attributable to short-term and longer-term value creation.
Transparency
Millicom is committed to expanding external transparency, including disclosure around pay for performance, links to value creation etc. We leverage the use of data from our HR information systems to facilitate measurement and internal communications related to incentive composition including performance metrics, pay equity, goal setting, and pay-for-performance relationships.
Market competitive and representative remuneration
Compensation is designed to be market competitive and representative of the seniority and importance of roles, responsibilities and geographical locations of individuals (with the majority of the Global Senior Management Team roles located in the U.S.
Retention of key talent
Variable compensation plans include a significant portion of share based compensation, the payout of which is conditional on future employment with the Company for three-year rolling periods, starting on the grant date.
Executive management to be "invested"
The Global Senior Management Team, through Millicom’s share ownership guidelines, is required to reach and maintain a significant level of personal ownership of Millicom shares.

To drive the right behaviors and ensure expectations are aligned, we communicate clearly to our employees what we do and do not do when it comes to compensation. A summary is set out in the table below:
What we doWhat we don't do
Align pay and performance.
Create special executive perquisites.
Designate a substantial majority of executive pay as at risk, based on a mix of absolute and relative financial and share price performance metrics.
Permit executives to hedge company shares.
Impose limits on maximum incentive payouts.
Provide dividends or dividend equivalents on unearned PSUs or RSUs.
Engage in a rigorous target-setting process for incentive metrics.
Offer tax gross-ups related to change in control.
Set our STI threshold to pay only at 95% and higher levels of achievement.
 Permit executives to use company shares as collateral
Maintain robust share ownership guidelines for our top 30 executives.
 
Provide “double-trigger” change in control provisions in equity awards.
 
Maintain clawback policies that apply to our performance-based incentive plans.
 
Retain an independent compensation consultant
 

2.2 Elements of Executive Pay
Compensation for the Global Senior Management Team in 2023 comprised a base salary, a short-term incentive (”STI”) plan and a long-term incentive (“LTI”) plan, together with pension contributions and other benefits (e.g. healthcare).
Salary
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Pay elementPurposeMaximum opportunity
Purpose and link to strategyDesigned to be market competitive to attract and retain talent
No absolute maximum has been set for Executive Team salaries. The committee considers increases on a case-by-case basis based on peer comparison. Pay increases usually reflect a combination of roles and responsibilities, local market conditions and individual performance.
Operational execution
Paid monthly in cash in U.S. dollars or the home currency of the executive
The Compensation and Talent Committee aims to set salaries for the Executive Team at the median of the peer group.
Reviewed by the Compensation and Talent Committee every March
STI  
Pay elementPurposePayout opportunity
Purpose and link to strategy
The STI links reward to key business targets (70%) and individual contribution (30%).
With less than 95% achievement of business targets the award falls to 0%. The threshold achievement is 95% of the target, resulting in a payout of 80%. The opportunity is 200% for the achievement of 104% for service revenue, 106% for EBITDA, 107% for OFCFaL and 110% for rNPS.
The STI aligns with shareholders’ interests through the provision of a portion of the payment delivered in share units deferred over three years (DSP) for the senior leadership team. The DSP is awarded upon achieving the performance targets, with 30% paid after one year, 30% after the second year and 40% after the third year of the grant date.
The target achievement for:
CEO – 365% (72% paid in DSP)
CFO – 210% (64% paid in DSP)
These plans help incentivize and motivate leadership to execute strategic plans in operational decision-making and achieve short-term performance goals, impacting Company performance and enhancing its value.
Maximum achievement:
CEO – 730% (144% paid in DSP)
CFO – 420% (128% paid in DSP)
The financial and operational targets are;
Service revenue
20%
EBITDA
20%
Operating free cash flow after leases (OFCFaL)
20%
Relational Net Promoter Score (rNPS)
10%
Personal performance
30%
Benchmarking
Our STI is a key component of the Millicom Group culture. We benchmark to peer companies within the U.S. and Latin America
Each year the Compensation and Talent Committee determines the annual STI opportunity for the Executive Team.

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LTI  
Pay elementPurposePayout opportunity
Purpose and link to strategyThe LTI links an important part of overall Global Senior Management Team compensation with the interests of our shareholders
For financial metrics, achieving less than 80% of the target results in a payout of 0%. In the event the Company achieves between 80% and 120% of the target, the corresponding portion of the grant will be adjusted in linear pro rata of the achievement, starting at a payout of 0% at an achievement of 80% up to a maximum value of 200% if the target achievement is 120% or higher. For total shareholder return ("TSR"), no award is granted for performance below the peer group median. If the Company achieves a TSR performance at the median or above of a pre-determined peer, the grant will be adjusted in linear pro rata of the achievement starting at a payout of 100% up to a maximum value of 200% for a target achievement of 120% or higher.
This plan aligns the Global Senior Management Team's longer-term incentives with the longer-term interests of shareholders, encouraging long-term value creation and retention.
Millicom emphasizes a one-team mentality by maintaining unified goals and objectives in the long-term incentive program for the Global Senior Management Team, with the purpose of driving the successful achievement of three-year performance goals designed to enhance long-term value of the Company.
Operational execution
The LTI is a performance-based share units plan (PSP) whereby awarded share units fully vest at the end of a three-year period, subject to achievement against performance measures and fulfillment of conditions.
The target achievement for:
CEO - 315%
CFO - 115%
LTI payouts are typically in shares and based on company three-year cash flow and revenue targets approved by the Compensation and Talent Committee and the Board, in addition to shareholder return.
Performance share units plan (PSP)
The maximum achievement for:
CEO – 630%
CFO – 230%
The weights for the PSP component are:
• Service revenue: 30%
• OCFaL (operating cash flow after leases): 50%*
• Relative TSR: 10%
• ESG: 10%. The    five    key    ESG    metrics    that will    be used    to measure progress are:
1. Female % of Total Employees ; 2. Female % of Leadership; 3. Progress toward established SBTi targets; 4. Women and girls trained as part of our Conectadas Program; 5. Teachers trained as part of our Maestr@sConectad@s program.

The PSP component pays out/is settled in shares at the end of three years.
*Since the 2021 LTI, we use OCFaL (operating cash flow after leases) in lieu of OFCFaL (operating free cash flow after leases)
Benchmarking
Our LTI is a key component of the Millicom Group culture.
Each year the Compensation and Talent Committee determines the annual LTI opportunity for the Executive Team.
For executives we benchmark to peer companies within the U.S.

In addition, the Board uses retention schemes to ensure continued retention of key individuals during periods of uncertainty.

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2.3 Other Employment Terms and Conditions
Notice of termination: If the employment of a member of Millicom’s Executive Team is terminated, a notice period of up to 12 months potentially applies. The Board regularly reviews best practices in executive compensation and governance and revises policies and practices when appropriate. Millicom's change-in-control agreements for eligible executives include "double-trigger" provisions, which require an involuntary termination (in addition to change in control) for accelerated vesting of awards.

Deviations from the policy and guidelines: In special circumstances, the Board may deviate from the above policy and guidelines; for example, providing additional variable remuneration in the case of exceptional performance.
2.4 Other Executive Compensation Policies
On December 1, 2023, Millicom adopted a compensation recoupment policy, which is included as Exhibit 97.1 to this Annual Report. The policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements.

In addition, the Company’s insider trading policy prohibits any hedging or speculative transactions in the Company’s shares, including the use of options and other derivatives. It also prohibits directors and employees from selling the Company’s stock short.
3.1 Key Elements of 2023 CEO and CFO Pay
In 2023, the key elements of the CEO and CFO compensation, in line with the remuneration policy, were as follows:
Salary (USD) *Short-Term IncentiveLong-Term IncentivePensionBenefits
Mauricio Ramos (CEO)$1,224,863STI Target100% in Cash Bonus
PSP award of 315% of salary with 3-year cliff vesting (based entirely on performance shares)
15% of salaryPrivate healthcare
265% in Share Units over 3 years vesting 30%/30%/40%Life insurance
Performance Measures:60% FinancialCar Allowance
10% Customer
30% Personal
Sheldon Bruha (CFO)$650,000STI Target75% in Cash Bonus
PSP award of 115% of salary with 3-year cliff vesting (based entirely on performance shares)
15% of salaryPrivate healthcare
135% in Share Units over 3 years vesting 30%/30%/40%Life insurance
Performance Measures:60% FinancialCar Allowance
10% Customer
30% Personal


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3.2 Summary of Total CEO/CFO Compensation
The compensation for the CEO and CFO is summarized in the table below:
Mauricio Ramos (CEO)Sheldon Bruha (CFO) (i)Tim Pennington (Former CFO) (ii)
In USD20232022202320222022
Base Salary1,224,863 1,215,944 643,750 598,121 581,272 
Fringe Benefits (iii)87,667 81,745 139,865 67,264 39,769 
Pension Expense293,473 286,846 173,373 144,460 87,191 
Total Fixed1,606,003 1,584,535 956,989 809,845 708,232 
Annual Bonus (iv)1,249,386 1,650,460 492,544 541,075 — 
Deferred Share Units (iv)3,310,873 4,373,719 886,580 973,935 — 
LTIP (v)3,858,313 3,745,939 718,748 718,750 — 
Total Annual Variable8,418,572 9,770,118 2,097,872 2,233,760 — 
Annual Compensation10,024,575 11,354,653 3,054,861 3,043,605 708,232 
MSU Plan (vi)481,860 — — — — 
Total Compensation10,506,435 11,354,653 3,054,861 3,043,605 708,232 
Termination Benefits (ii)— — — — 876,939 
% Annual Fixed16.02 %13.95 %31.33 %26.61 %100.00 %
% Annual Variable83.98 %86.05 %68.67 %73.39 %— %
(i) Mr. Bruha (CFO) started January 12, 2022, and took over the CFO role effective April 1, 2022.
(ii) Mr. Pennington compensation has been paid in GBP and for the purposes of this Annual Report converted to USD using December 31, 2022 Closing exchange rate. Mr. Pennington started his 1-year notice period on April 1, 2022 and paid via payroll until November 30, 2022 and the remaining 4-month period paid as a one-time payment on December 22, 2022.
(iii) Fringe Benefits include car allowance, life and disability insurance, medical and dental Insurance and relocation expenses.
(iv) The STI includes cash bonus and the corresponding grant of deferred share units.
(v) LTIP is performance share units granted in 2023 and 2022. Calculated based on the average Millicom closing share price on the US Nasdaq for the three-month period ending December 31, 2023 and December 31, 2022.
(vi) MSU plan: Our stock-based MSU performance plan is settled in cash. For the MSU description, see note B.4.1. to our audited consolidated financial statements included elsewhere in this Annual Report.

CEO Compensation - Reported and Realized Pay Supplemental Tables:
The compensation for the CEO and CFO is heavily weighted to variable compensation in the form of share units vesting over a three-year period. As a result, total reported compensation may differ significantly relative to the actual realized compensation in any given year.
Reported Supplemental Table
Mauricio Ramos (CEO)
In USD20232022
Base pay (i)1,224,863 1,224,863 
STI - Bonus (ii)1,249,386 1,650,460 
Share Awards (iii)7,169,186 8,119,658 
MSU Target Awards— 4,000,000 
Other Compensation (iv)87,667 81,745 
Total Reported Pay
9,731,10215,076,726
(i) Annual base salary paid from January to December of each year.
(ii) STI - Bonus for each performance period paid in Q1 of the following year.
(iii) Share awards include: DSP awarded for each performance period granted in Q1 of following year and PSP granted in Q1 of reported year.
(iv) Other Compensation refers to car allowance, life and disability premiums, health insurance premiums and pension paid in the reported year.

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Realized pay Supplemental Table
Mauricio Ramos (CEO)
In USD20232022
Base Salary1,224,8631,215,944
Car Allowance15,00015,000
Pension Expense293,473286,846
Total Fixed1,533,3351,517,789
Annual Bonus Paid (i)1,650,4602,164,320
Deferred Share Units Vested (ii)694,296865,762
LTIP Vested (iii)
MSU Paid481,860
Total Variable Paid2,826,6163,030,082
Total Realized Paid4,359,9514,547,871
% Fixed35.17%33.37%
% Variable64.83%66.63%
(i) Annual bonus paid is the cash portion for the STI for the performance periods 2023 and 2022 (paid in Q1 of the following year).
(ii) Deferred Share Units Vested are the pro-rata vesting shares from STI (2023 displays the amount vested in Q1 2023: 30% from 2022 grant, 30% from 2021 grant and 40% from 2020 grant).
(iii) LTIP Vested are the shares vested from the cliff vesting of the LTI granted three years prior (2023 displays the amount vested in Q1 2023 from 2020 grant, where the payout was zero).

On average (considering 2023 and 2022) CEO realized pay has been 37% of reported pay and approximately 64% of his compensation is delivered in the form of shares.

3.3 Performance on STI 2023
As in previous years, the annual bonus is determined by a mixture of business performance and individual performance factors. The business performance factors included measures of service revenue, earnings before interest, tax, depreciation and amortization (EBITDA), operating free cash flow after leases (OFCFaL) and a customer satisfaction metric based on Relational Net Promoter Score achievement. The use and relative weighting of financial performance target measures under the variable compensation rules are equal for all employees regardless of seniority or area of operation. This includes the CEO and the senior leadership team.

Base Salary
x
Target Percentage
x
Business Performance Factors
+
Individual Performance Amounts
=
Annual Incentive Amount
For the CEO and senior leadership team, a portion of the STI is paid in the form of deferred share units with a three-year pro-rated vesting, strengthening our pay for performance and retention incentives. For 2023, the achievement of performance targets is set out in the table below:

Weight20%20%20%10%30%100%
MetricService Revenue (i)EBITDA (ii)OFCFAL (iii)+NPS (iv)Personal Performance (v)
Max$6.00billion$2.70billion$0.74billion110%60%
Target$5.80billion$2.50billion$0.69billion100%30%
Min$5.50billion$2.40billion$0.65billion95%—%
Achievement99.50%95.80%97.20%108.00%100.00%102.00%
(i) Service Revenue: Is revenue related to the provision of ongoing services, excluding telephone and equipment sales.
(ii) EBITDA: Is operating profit excluding impairment losses, depreciation & amortization, and gain/losses on fixed assets disposals.
(iii) Operational Free Cash Flow after Leases = EBITDA – Lease payments Cash Out - CapEx +/- Operating Working Capital – Tax paid (excl deferred tax).
(iv) Measures the willingness of customers to recommend a company’s products or services to others.
(v) Based on a performance rating scale
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For the CEO and other eligible DSP participants, the issuance of share units under the DSP is presented at Millicom’s AGM of shareholders.

Under the 2023 STI, the 2024 DSP share units are granted in Q1 2024 and will vest (generally subject to the participant still being employed by the Millicom group) at 30% in Q1 2025, 30% in Q1 2026 and 40% in Q1 2027. The vesting schedule is unchanged from the 2023 DSP.

3.4 LTI (PSP)
The LTI payout is calculated as follows:
Base Salary
x
Target Percentage
x
Business Performance Factors
=
LTI Payout

3.4.1 LTI (PSP) 2021 Performance
The LTI 2021 plan vested in January 2024 with an award of 92.6%. The outcome of LTI 2021 has been audited by Ernst & Young in respect of the financial performance measures and by Towers Watson for the TSR. The COVID related, one time RSU component also vested on January 1, 2024.

For LTI 2021, the achievement of performance targets is set out in the table below:
Weight30%15%20%35%100%
MetricOCFaL (iii)Service Revenue (i)Relative Total Shareholder Return (iv)RSU
Max$4.08billion$21.24billionAbove medianNo maximum
Target$3.40billion$17.70billionMedian0.35
Min$2.72billion$14.16billionMedianNo minimum
Achievement104.90%105.90%Below median100%92.60%
(i) (iii) Refer to the definitions above.
(iv) Relative TSR considered a compound annual growth rate and the following peers: America Movil, Telefonica, TIM Brazil, TEF Brazil, Entel Chile, Lilac.
The PSP 2021 meet the criteria for vesting for the CEO and CFO awards:

NameType of awardBasis of awardFace value of awardNumber of share units grantedEnd of performance periodAchievementNumber of shares vested
Mauricio Ramos (CEO)LTI2021315% of salary7,171,190 203,727 Jan-2492.60 %188,651 
Tim Pennington (Former CFO) (i)LTI2021175% of salary1,237,773 35,164 Jan-2473.88 %25,979 
(i) For Mr. Tim Pennington (Former CFO) Number of shares vested was prorated based on financial performance and employment end date. Mr. Bruha (CFO) started January 12, 2022, and took over the CFO role effective April 1, 2022.

Deviations from the guidelines: in special circumstances, the Board may deviate from the above guidelines, such as providing additional variable remuneration in the case of exceptional performance. In these instances, the Board will explain the reason for the deviation at the following AGM. For the LTI in this review—PSP 2021, PSP 2022 and PSP 2023—no discretion has been exercised and none of the performance or other conditions have been changed.
3.4.2 Award LTI 2023
A new plan was issued in 2023 to 39 participants, including the CEO and CFO, in accordance with the remuneration policy guidelines designed to drive shareholder value through a focus on service revenue growth, cash flow generation and relative total shareholder return against a relevant peer group. The PSP 2023 plan was approved by shareholders at the 2023 AGM:
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MetricWeightingPerformance targetPerformance measure
Service revenue30 %Target growthA specific 3-year Cumulative Growth target
OCFaL50 %Target growthA specific 3-year Cumulative Growth target
TSR10 %The Company TSR relative to a peer group between 2022 and 2024At median - target payout; below median - nil; 20% above median - max
ESG10 % The five key ESG metrics that will be used to measure progress are:
1. Female % of Total Employees ; 2. Female % of Leadership; 3. Progress toward established SBTi targets; 4. Women and girls trained as part of our Conectadas Program; 5. Teachers trained as part of our Maestr@sConectad@s program.
The payout curve is between 80% and 120% of the target, the corresponding portion of the grant will be adjusted in linear pro rata of the achievement, starting at a payout of 0% at an achievement of 80% up to a maximum value of 200% if the target achievement is 120% or higher.
The peer group for the PSP 2023 is: America Movil, TIM Brazil, TEF Brazil, Entel Chile, Lilac, Telecom Argentina, Grupo Televisa, Megacable.
For the CEO and CFO the award of LTI 2023 is summarized below;
NameType of awardBasis of awardFace value of awardNumber of share units granted*End of performance period
Mauricio Ramos
(CEO)
PSU - 3 years315% of salary$3,857,286 308,172 January 2026
Cliff Vesting
Sheldon Bruha (CFO)PSU - 3 years115% of salary$718,557 57,408 January 2026
Cliff Vesting

4. Remuneration Approach for 2024
For 2024, the Board has proposed continuing with a consistent framework of STI and LTI with a few changes explained below.

For the STI there was a redistribution of metrics, and an introduction of the "Equity Free Cash Flow" metric. The STI metrics are aligned to our financial objectives. The metrics for the STI are:

1. Service Revenue: 25%
2. EBITDA: 25%
3. EFCF: 25%
4. Personal Performance: 25%

For the LTI, the Board is considering a structure focused on shareholder value creation and share price growth.

For the CEO, the 'at target' and 'maximum' remuneration for 2024 is set out below*:
At Target$ '000At Maximum$ '000
Cash (including base pay, car allowance, pension and STI bonus)2,758 Cash (including base pay, car allowance, pension and STI bonus)4,289 
Benefits73 Benefits73 
Shares7,104 Shares11,547 
Total 9,935 Total 15,909 
Fixed 1,606 Fixed 1,606 
Variable8,329 Variable14,303 
Total9,935 Total15,909 
At target, CEO compensation is paid 72% in share units and 84% in variable compensation. At maximum, CEO compensation is paid 73%in share units and 90% in variable compensation.
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5. Supplemental topics

5.1 Summary of Outstanding Awards

Opening BalanceDuring the YearClosing Balance
NamePlan TypeAward Details - Plan NamePerformance PeriodAward Grant DateVesting DateAward Share Price in USDOutstanding Balance as of Dec. 2022Share Units Granted in 2023Shares Vested in 2023Forfeited in 2023Outstanding Balance as of Dec. 2023
Mauricio Ramos
(CEO)
Deferred Share Plan2020 DSP20191/1/20201/1/2023$45.86 15,858 — 15,858 — — 
2021 DSP20201/1/20211/1/2024$35.20 32,957 — 14,135 — 18,822 
2022 DSP20211/1/20221/1/2025$33.11 83,262 — 24,979 — 58,283 
2023 DSP20221/1/20231/1/2026$12.52 — 349,339 — — 349,339 
Performance Share Plan2020 PSP2020-20233/1/20201/1/2023$45.86 39,094 — — 39,094 — 
2021 PSP2021-20243/1/20211/1/2024$35.20 203,727 — — — 203,727 
2022 PSP2022-20251/1/20221/1/2025$33.11 144,108 — — — 144,108 
2023 PSP2023-20261/1/20231/1/2026$12.52 — 308,172 — — 308,172 
TOTAL Mauricio Ramos (CEO)519,006 657,511 54,972 39,094 1,082,451 
Tim Pennington
(Former CFO)
Deferred Share Plan2020 DSP20191/1/20201/1/2023$45.86 6,958 — — — — 
2021 DSP20201/1/20211/1/2024$35.20 12,890 — — — — 
2022 DSP20211/1/20221/1/2025$33.11 37,280 — — — — 
2023 DSP20221/1/20231/1/2026$12.52 — — — — — 
Performance Share Plan2020 PSP2020-20233/1/20201/1/2023$45.86 8,338 — — — — 
2021 PSP2021-20243/1/20211/1/2024$35.20 44,790 — — — — 
2022 PSP2022-20251/1/20221/1/2025$33.11 — — — — — 
2023 PSP2023-20261/1/20231/1/2026$12.52 — — — — — 
TOTAL Tim Pennington (Former CFO)110,256 — — — — 
Sheldon Bruha (CFO)Deferred Share Plan2020 DSP20191/1/20201/1/202345.86— — — — — 
2021 DSP20201/1/20211/1/202435.2— — — — — 
2022 DSP20211/1/20221/1/202533.11— — — — — 
2023 DSP20221/1/20231/1/202612.52— 77,790 — — 77,790 
Performance Share Plan2020 PSP2020-20233/1/20201/1/202345.86— — — — — 
2021 PSP2021-20243/1/20211/1/202435.2— — — — — 
2022 PSP2022-20251/1/20221/1/202533.1127,649 — — — 27,649 
2023 PSP2023-20261/1/20231/1/202612.52— 57,408 — — 57,408 
TOTAL Sheldon Bruha (CFO)27,649 135,198 — — 162,847 




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5.2 Summary of Shares Owned vs Target
Millicom’s share ownership policy sets out the Compensation Committee’s requirements for the Global Senior Management Team to retain and hold a personal holding of common shares in the Company to align their interests with those of our shareholders. All share plan participants in the Global Senior Management Team are required to own Millicom shares to a value of a percentage of their respective base salary as of January 1 of each calendar year.
For that purpose, we continue to uphold our share ownership requirements for our top 50 roles:
Global Senior Management Level% of Annual Base Pay
CEO400
CFO200
EVPs100
General Managers and VPs50

For the CEO and CFO:
Awarded unvested subject to performance conditionsAwarded unvested not subject to performance conditionsShares required to be held as % salaryNumber of shares required to be heldNumber of beneficially owned sharesShareholding requirement in Compliance
Mauricio Ramos
(CEO)
656,007426,444400%391,329459,948Yes
Sheldon Bruha (CFO)85,05777,790200%103,833Yes *
*Unless this requirement is met each year, no vested Millicom shares can be sold by the individual.
5.3 Details of Share Purchase and Sale Activity
During 2023, there were no acquisitions or disposal of shares by CEO, other than the vesting and issuance of shares under the share-based compensation program.

5.4 Historic CEO and CFO Pay
2020 vs. 20192021 vs. 20202022 vs. 20212023 vs 2022Information Regarding 2023 (USD millions, except as indicated)
CEO Remuneration*9.20 %17.80 %(41.82)%(7.47)%10.51
Former CFO Remuneration(4.20)%33.40 %(87.00)%— %
Current CFO Remuneration**— %— %— %0.37 %3.05
EBITDA for Total Reportable Segments(1.40)%5.90 %(1.50)%(1.08)%2.6 (USD billions)
Average remuneration on FTE basis of employees of parent company***0.50 %3.60 %3.90 %10.2 %28,941 (USD thousands)
*Represents year-over-year changes in CEO/CFO compensation (excludes MSU).
** Current CFO started January 12, 2022, and took over the CFO role effective April 1, 2022
***Average remuneration on a full-time equivalent basis of employees of the Millicom Group other than the CEO, reported by each individual operation as of December 31, 2023.




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5.5 2023 AGM vote
Votes For%Votes Against%Abstentions
Director Remuneration95,590,466 99.81 %271,256 0.28 %80,036 
Senior Management Remuneration Guidelines and Policy85,874,637 92.28 %7,185,753 7.72 %2,610,112 
2022 Remuneration Report94,969,425 99.47 %507,704 0.53 %193,373 

Millicom CEO and Executive Team
CEO and COO
PositionRole and responsibilities
Mr. Mauricio RamosCEO• Leading the development and execution of the Company’s strategy
• Overseeing day-to-day activities and management decisions
• Acting as liaison between the Board and management of the Company
• Leading the Executive Team
Mr. Maxime LombardiniPresident and Chief Operating Officer
Responsible for leading all operational and financial responsibilities with a focus on driving profitable growth. He oversees Operations, Commercial, New Ventures, HR and Finance.
Mr. Mauricio Ramos
Chief Executive Officer and Executive Director (Interim Chairman)
Mauricio's biography is presented in the Board Governance section of this Annual Report.
Mr. Maxime Lombardini
President and Chief Operating Officer

Maxime was appointed as President and Chief Operating Officer (COO) in September 2023.

Maxime joined the Iliad Group, one of the major players in the European telecoms sector, in 2007, as Chief Executive Officer and continued his tenure through 2018. In May of 2018, he assumed the role of Chairman of Iliad’s Board of Directors until March 2020. Since then, he has served as the Vice-Chairman of the Board of Directors.

Prior to joining Iliad, Maxime has been CEO of TF1 Production, one of the leading French commercial television network. While in this post he restructured and energized the group's six subsidiaries. From 1999 to 2003, he was head of business development at TF1, a position in which he studied and implemented the group's growth operations. From 1996 to 1999, he was the company secretary of TPS (a subsidiary of TF1 and M6), a position in which he took part in launching a digital satellite package.

Maxime is from France. He is a graduate of the Sciences Po Paris and holder of a Master's degree in business and tax law from the University of Paris II.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: no shares

Millicom’s Executive Team members support the CEO and COO in the day-to-day operation and management of the Group within their specific areas of expertise. The Executive Team meets at least once a month and more frequently when required. Millicom’s Executive Team is as follows:

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ExecutiveTeamRole responsibilities
Mr. Sheldon BruhaChief Financial Officer
Finance and financial planning; financial performance reporting, including external financial reporting; budgeting, forecasting and monitoring expenditures and costs; certain procurement activities; implementation and enhancement of related controls; risk management
Mr. Xavier Rocoplan
Chief Commercial and Technology Officer
Networks, information technology and cybersecurity within the Group. Operations and business development.
Mr. Karim LesinaChief External Affairs OfficerGovernment relations, regulatory affairs, corporate communications and corporate responsibility
Mr. Salvador EscalónChief Legal and Compliance OfficerLegal and corporate governance matters, including oversight, identification and management of legal issues, risks and claims of the Group; legal aspects of mergers and acquisitions and other corporate and commercial transactions; data privacy; compliance matters such as ethics, anti-bribery, anti-corruption, anti-money laundering and related compliance programs
The profiles of the other Executive Team members are provided below:
Mr. Sheldon Bruha
Executive Vice President, Chief Financial Officer
Sheldon joined Millicom in January 2022 and was appointed as Chief Financial Officer on April 1, 2022.
Prior to joining Millicom, he was the Chief Financial Officer at Frontier Communications, one of the largest fixed-line communication providers in the U.S., where he successfully helped navigate the business through its financial restructuring. Prior to joining Frontier, he held several senior financial leadership roles at Cable & Wireless, including Head of Corporate Development, where he led the strategic transformation and reshaping of the company prior to its sale to Liberty Latin America. He also held senior financial leadership roles at CDI Corp. Sheldon started his career at Lehman Brothers, holding senior investment banking positions in its New York and London offices focusing on the telecommunications industry.
He is an American national and holds a Bachelor of Science (Honors) in Business Administration from Washington University.
MILLICOM SHAREHOLDING AT JANUARY 31, 2024: no shares1
Mr. Xavier Rocoplan


Executive Vice President, Chief Commercial and Technology Officer
Xavier joined the Executive Team as Chief Technology and Information Technology Officer in December 2012 and was appointed Chief Commercial and Technology Officer in June 2023.
Xavier started at Millicom in 2000, initially serving as CTO in Vietnam and subsequently Southeast Asia. In 2004, he became CEO of Paktel, Millicom's subsidiary in Pakistan, where he launched Paktel’s GSM operation and led the process that concluded with the disposal of the business in 2007. Xavier then served as head of Corporate Business Development, where he managed the disposal of various Millicom operations in Asia, the monetization of Millicom infrastructure assets (towers), and numerous spectrum acquisitions and license renewal processes in Africa and Latin America.
Xavier is a French national. He holds a Master's in Engineering from Ecole Nationale Supérieure des Télécommunications de Paris and a Master's in Economics from Université Paris IX Dauphine.
MILLICOM SHAREHOLDING AT JANUARY 31, 2024: 111,208 shares

Mr. Karim Lesina

Executive Vice President, Chief External Affairs Officer
Karim joined the Executive Team as Executive Vice President, Chief External Affairs Officer in November 2020.
Previously, he held the position of Senior Vice President, International External and Regulatory Affairs at AT&T, where he directed the internal international and regulatory affairs teams, as well as the external and regulatory affairs teams, across four international affiliates: Turner, Warner Media, AT&T Latin America and Direct TV. Prior to AT&T, Karim led the corporate affairs team at Intel as the Government Affairs Manager for Europe, Africa and the Middle East. Rounding out a strong portfolio, he acquired extensive agency experience through his work with multinational public relations and communications firms at the commencement of his career.
Born in Dakar (Senegal), Karim is an Italian-Tunisian national and has a Master’s in Economics of Development at the Catholic University of Louvain-la-Neuve.
MILLICOM SHAREHOLDING AT JANUARY 31, 2024: 32,339 shares




1 Refer to section starting on page 127 for outstanding share awards
130


Mr. Salvador Escalón

Executive Vice President, Chief Legal and Compliance Officer
Salvador became General Counsel in 2013, Executive Vice President in 2015 and Chief Legal and Compliance Officer in 2020.
Salvador joined Millicom as Associate General Counsel Latin America in 2010. From 2006 to 2010, Salvador was Senior Counsel at Chevron Corporation, with responsibility for legal matters related to Chevron’s downstream operations in Latin America. Previously, he practiced at the law firms Skadden, Morgan Lewis and Akerman Senterfitt.
Salvador is an American national. He holds a J.D. from Columbia Law School and a B.B.A. in Finance and International Business from Florida International University.
MILLICOM SHAREHOLDING AT JANUARY 31, 2024 96,629 shares


Principal Accountant Fees and Services
The following table summarizes the aggregate amounts paid to Millicom’s auditors for the years ended December 31, 2023 and 2022.
20232022
(US$ millions)
Audit fees5.6 5.1 
Audit related fees0.8 1.3 
Tax fees0.2 0.2 
Other fees0.3 0.2 
Total6.9 6.8 

Audit related services consist principally of consultations related to financial accounting and reporting standards, including the issuance of comfort letters for debt and bonds. Tax services consist principally of tax advisory services and tax compliance services. All other fees are for services not included in the other categories. 100% of the audit related, tax and other fees for 2023 and 2022 were approved by the Audit and Compliance Committee.
Audit and Compliance Committee Pre-approval Policies
The policies and procedures provide that requests for categories of non-audit services by Millicom’s auditors that have been pre-approved by the Audit and Compliance Committee must be approved by management and subsequently reported to the Audit and Compliance Committee on at least a quarterly basis, subject to a maximum annual and individual project cap. Other permitted services not listed in the pre-approved services list ratified by the Audit and Compliance Committee must be pre-approved by the Audit and Compliance Committee’s Chair in between the regularly scheduled meetings and subsequently approved by the Audit and Compliance Committee in full (during scheduled meetings), regardless of the level of fees.






131


Purchases of Equity Securities
The following table provides information about purchases by us and our affiliated purchasers during the fiscal year ended December 31, 2023 of equity securities that are registered pursuant to Section 12 of the Exchange Act.
Period
(a)Total Number of Shares Purchased(1)
(b)Average Price Paid per Share(2)
(c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d)Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(3)
12/01/23 – 12/31/23
282,724
18
282,724
1,717,276 
Total
282,724
18
282,724
1,717,276 
(1) Amounts expressed in SDRs
(2) Amounts expressed in USD
(3) On December 14, 2023, we announced a share repurchase program for the period between December 18, 2023 and May 22, 2024. Under the program, the maximum number of Swedish Depository Receipts (SDRs) representing the Company's ordinary shares authorized to be repurchased was the lower of SEK 420 million (approximately USD 40 million) in aggregate purchase price, or 2,000,000 SDRs.





FINANCIAL STATEMENTS
Financial Statements are filed as part of this Annual Report, beginning on page F-1.

EXHIBITS
Amended and Restated Articles of Association of Millicom International Cellular S.A. (incorporated herein by reference to Exhibit 1.1 to the Company's Annual Report on Form 20-F, filed with the SEC on February 28, 2023)
Description of Share Capital (incorporated herein by reference to Exhibit 2.1. to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Amended and Restated Indenture for the $500,000,000 5.125% Senior Notes due 2028 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG dated May 30, 2018 (incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form 20-F, filed with the SEC on December 13, 2018)
Revolving Credit Agreement, among Millicom International Cellular S.A., the lenders from time to time party thereto, and the Bank of Nova Scotia dated October 15, 2020 (incorporated herein by reference to Exhibit 4.2 to the Company's Annual Report on Form 20-F, filed with the SEC on March 10, 2021)
Indenture for the $750,000,000 6.250% Senior Notes due 2029 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated March 25, 2019 (incorporated herein by reference to Exhibit 4.6 to the Company's Annual Report on Form 20-F, filed with the SEC on February 28, 2020)
Terms and Conditions for Millicom International Cellular S.A.'s SEK 2 Billion Floating-Rate Senior Unsecured Sustainability Bond due 2024 (incorporated herein by reference to Exhibit 4.9 to the Company's Annual Report on Form 20-F, filed with the SEC on February 28, 2020)
132


Indenture for the $500,000,000 4.500% Senior Notes due 2031 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated October 27, 2020 (incorporated herein by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 10, 2021)
Indenture for the $500,000,000 6.625% Senior Notes due 2026 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated October 16, 2018 (incorporated herein by reference to Exhibit 4.6 to the Company’s Registration Statement on Form 20-F, filed with the SEC on December 13, 2018)
Bridge Loan Agreement among Millicom International Cellular S.A., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. dated November 10, 2021 (incorporated herein by reference to Exhibit 4.7 to the Company's Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Indenture for the $300,000,000 5.875% Senior Notes due 2027 between Telefónica Celular del Paraguay S.A., Citibank, N.A. and Banque Internationale à Luxembourg SA dated April 5, 2019 (incorporated herein by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
First Supplemental Indenture for the $250,000,000 5.875% Senior Notes due 2027 between
Telefónica Celular del Paraguay S.A., Citibank, N.A. and Banque Internationale à Luxembourg SA dated January 28, 2020 (incorporated herein by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Indenture for the $600,000,000 4.500% Senior Notes due 2030 among Cable Onda, S.A., Citibank, N.A., and Banque Internationale à Luxembourg SA dated October 28, 2019 (incorporated herein by reference to Exhibit 4.11 to the Company's Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Indenture for the $900,000,000 5.125% Senior Notes due 2032 among Walkers Fiduciary Limited, CT Trust, the guarantors named therein and the Bank of New York Mellon dated February 3, 2022 (incorporated herein by reference to Exhibit 4.12 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Terms and Conditions for Millicom International Cellular S.A.’s SEK 2.25 Billion Floating-Rate
Senior Unsecured Sustainability Bond due 2027 (incorporated herein by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Share Purchase Agreement among Millicom LIH, S.A., as the buyer, and Medios de Comunicación Ltd., Telecarrier International Ltd., IGP Trading Corp., Tenedora Activa, S.A. and Nicolás González Revilla Paredes, as sellers, dated June 29, 2022 (incorporated herein by reference to Exhibit 4.14 to the Company’s Registration Statement on Form 20-F, filed with the SEC on February 28, 2023)
Credit and Guaranty Agreement, among Telemóvil El Salvador, S.A. de C.V., Telefonía Celular de Nicaragua, S.A., Millicom International Cellular S.A., the lenders named therein and the Bank of Nova Scotia dated September 12, 2022.
List of significant subsidiaries
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
Consent of Ernst & Young S.A.
Millicom International Cellular S.A. Compensation Recoupment Policy
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
133


0.0Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________________

*    Filed herewith
**    Furnished herewith

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
MILLICOM INTERNATIONAL CELLULAR S.A.
Date:March 12, 2024By:/s/ Sheldon Bruha
Name: Sheldon Bruha
Title: Executive Vice President, Chief Financial Officer
By:/s/ Mauricio Ramos
Name: Mauricio Ramos
Title: Executive Director and Chief Executive Officer

134



INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements of Millicom International Cellular S.A. at December 31, 2023 and 2022 and for the Years Ended December 31, 2023, 2022 and 2021
Report of independent registered public accounting firm PCAOB ID  i 1367
Consolidated statement of income for the years ended December 31, 2023, 2022 and 2021
Consolidated statement of comprehensive income for the years ended December 31, 2023, 2022 and 2021
Consolidated statement of financial position at December 31, 2023 and 2022
Consolidated statement of cash flows for the years ended December 31, 2023, 2022 and 2021
Consolidated statement of changes in equity for the years ended December 31, 2023, 2022 and 2021
Notes to the consolidated financial statements
F-1


Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Millicom International Cellular S.A.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Millicom International Cellular S.A. (the “Group “) as of December 31, 2023, and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 12, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.




F-2


Impairment testing of Goodwill
Description of the Matter
As of December 31, 2023, the Group’s goodwill balance was USD 4,107 million. As described in Note E.1.6 of the consolidated financial statements, goodwill from cash-generating units (CGUs) is tested at least each year and more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

Auditing management’s goodwill impairment testing involved complex management and auditor judgment due to the significant assumptions used to determine the recoverable values of each of the Group’s CGUs. For example, the recoverable values based on value-in-use, determined using the method of discounted cash flows, were sensitive to significant assumptions, such as the projected EBITDA margin, CAPEX intensity (defined as CAPEX divided by total revenues), perpetual growth rates and weighted average cost of capital. These are affected by expectations about future market or economic conditions which are uncertain.
How We
Addressed the
Matter in Our
Audit
Our audit procedures included, among others, obtaining an understanding of and evaluating the design and testing the operating effectiveness of the Group’s controls over its impairment testing. For example, we tested controls over management’s evaluation of the significant assumptions used in the discounted cash flows to develop the recoverable values of each of the Group’s CGUs. Our audit procedures also included inspecting the business plans used in the impairment analysis, comparing the plans to those used in other areas of the audit and evaluating the methodology used. We involved our valuation specialists to assist with our audit procedures to test the discounted cash flows and management’s valuation methodologies and assumptions. For example, our valuation specialists assisted us in comparing the significant assumptions listed above with publicly available information and external market data, and in evaluating management’s sensitivity analysis. We also assessed the completeness and accuracy of the underlying data through our inspection of and comparison to historical information. We evaluated the adequacy of the related disclosures.
Uncertain tax positions
Description of the Matter
As described in Note G.3.2 of the consolidated financial statements, the Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in some cases, it is difficult to predict the outcome. Similarly, the recoverability of the carrying amount of the deferred tax assets is assessed periodically and in particular the capacity to generate sufficient taxable profits to utilize these deferred tax assets or other tax credits as such recoverability assessment is highly judgmental. At December 31, 2023, the tax risks exposure of the Group's subsidiaries is estimated at USD 279 million, for which provisions of USD 52 million have been recorded in tax liabilities. The Group's share of tax exposure and provisions in its joint ventures amounts to USD 118 million and USD 7 million, respectively. At December 31, 2023, the recognized deferred tax assets amount to at USD 141 million.

Auditing management’s analysis of the Group’s uncertain tax positions and the related uncertain tax positions was especially challenging because the analysis is complex and involves significant management and auditor judgment and estimation. Each tax position involves unique facts and circumstances that must be evaluated, and there may be many uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination. Auditing the Group’s deferred tax assets and other tax credits involved complex management and auditor judgment due to the significant assumptions used to assess the recoverability of such assets. For example, management’s analysis was sensitive to significant assumptions, such as the projected EBITDA margin, CAPEX intensity (defined as CAPEX divided by total revenues), and historical profitability. These are affected by expectations about future market or economic conditions which are uncertain.

F-3



How We
Addressed the
Matter in Our
Audit
Our audit procedures included, among others, obtaining an understanding of and evaluating the design and testing the operating effectiveness of the Group’s controls relating to uncertain tax positions and the recoverability of the deferred tax assets and other tax credits. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the inputs and calculations of uncertain tax positions. We tested also controls over management’s evaluation of the significant assumptions used in their fiscal projections to assess the recoverability of the Group’s deferred tax assets and other tax credits. Our audit procedures included, among others, evaluating the assumptions the Group used to develop its uncertain tax positions and related unrecognized tax positions by jurisdiction. For example, we compared the estimated liabilities for unrecognized tax positions to similar positions in prior periods and assessed management’s consideration of current tax treatments and litigation and trends in similar positions challenged by tax authorities. We also assessed the historical accuracy of management’s estimates of its unrecognized tax positions by comparing the estimates with the resolution of those positions. In addition, we involved our tax professionals to assist us in evaluating the application of relevant tax laws and the Group’s interpretation of such laws in its recognition determination. We also tested the completeness and accuracy of the underlying data used by the Group to calculate its uncertain tax positions. Finally, in relation to the Group’s analysis of the tax assets’ recoverability, we inspected the business plans used in this analysis, comparing the plans to those used in other areas of the audit and evaluating the methodology used. We assessed the completeness and accuracy of the underlying data through our inspection of and comparison to historical information. We evaluated the adequacy of the Group’s disclosures.


















/s/  i Ernst & Young
Société anonyme
Cabinet de révision agréé
We have served as the Group’s auditor since 2012.


 i Luxembourg, Grand Duchy of Luxembourg
March 12, 2024








F-4


Consolidated financial statements for the years ended
Painter Final Correction (MIC Logo).jpg

Consolidated statement of income for the years ended December 31, 2023, 2022 and 2021
Notes
202320222021(ii)
(US$ millions)
RevenueB.1. i 5,661 i 5,624 i 4,261
Equipment, programming and other direct costs (i)B.2.( i 1,507)( i 1,506)( i 1,197)
Operating expensesB.2.( i 2,043)( i 1,890)( i 1,546)
DepreciationE.2.2., E.3.( i 978)( i 999)( i 804)
AmortizationE.1.3.( i 360)( i 345)( i 310)
Share of profit in joint ventures
A.2. i 42 i 32 i 210
Other operating income (expenses), netB.2. i 10( i 2) i 5
Operating profit i 826 i 915 i 619
Interest and other financial expensesC.3.3., E.3.( i 712)( i 617)( i 495)
Interest and other financial incomeC.3.1. i 28 i 18 i 23
Revaluation of previously held interests in GuatemalaA.1.2. i  i  i 670
Other non-operating (expenses) income, netB.5., C.7.3. i 36( i 78)( i 49)
Profit (loss) from other joint ventures and associates, net
A.2., A.3.
( i 3) i ( i 40)
Profit (loss) before taxes from continuing operations i 175 i 238 i 728
Tax expense B.6.( i 424)( i 222)( i 158)
Profit (loss) from continuing operations( i 249) i 16 i 570
Profit (loss) from discontinued operations, net of taxE.4.2. i 4 i 113( i 28)
Net profit (loss) for the year
( i 245) i 129 i 542
Attributable to:
Owners of the Company( i 82) i 177 i 590
Non-controlling interestsA.1.4.( i 163)( i 48)( i 48)
Earnings per common share for profit attributable to the owners of the CompanyB.7.
Basic ($ per share)( i 0.48) i 1.27 i 4.59
Diluted ($ per share)( i 0.48) i 1.27 i 4.57
(i)     The presentation of the statement of income for all periods presented has been amended as follows to provide more relevant information: (a) the sub-total 'Gross Profit' has been removed, and (b) the line 'Cost of sales' has been renamed as 'Equipment, programming and other direct costs'.
(ii)    2023 and 2022 yearly figures are not directly comparable with 2021 yearly figures as Tigo Guatemala is fully consolidated since the acquisition of the remaining  i 45% shareholding on November 12, 2021. See note A.1.2. for further details.




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

F-5


Consolidated financial statements for the years ended
Painter Final Correction (MIC Logo).jpg
Consolidated statement of comprehensive income for the years ended December 31, 2023, 2022 and 2021
202320222021
(US$ millions)
Net profit (loss) for the year( i 245) i 129 i 542
Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax:
Exchange differences on translating foreign operations i 33 i 19( i 51)
Change in value of cash flow hedges, net of tax effects( i 10) i 9 i 17
Other comprehensive income (not to be reclassified to the statement of income in subsequent periods), net of tax:
Remeasurements of post-employment benefit obligations, net of tax effects( i 2)( i 2) i 1
Total comprehensive income (loss) for the year( i 223) i 155 i 509
Attributable to:
Owners of the Company( i 35) i 204 i 566
Non-controlling interests( i 188)( i 49)( i 57)
Total comprehensive income (loss) for the year arises from:
Continuing operations( i 228) i 42 i 536
Discontinued operations i 4 i 113( i 27)





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


Consolidated financial statements for the years ended
Painter Final Correction (MIC Logo).jpg
Consolidated statement of financial position at December 31, 2023 and 2022
Notes
December 31, 2023December 31, 2022
(US$ millions)
ASSETS
NON-CURRENT ASSETS
Intangible assets, netE.1. i 7,785 i 7,361
Property, plant and equipment, netE.2. i 3,107 i 2,989
Right of use assets, netE.3. i 896 i 884
Investment in Honduras joint ventureA.2. i 576 i 590
Contract costs, netF.5. i 12 i 10
Deferred tax assetsB.6. i 141 i 204
Derivative financial instrumentsD.1.2. i  i 19
Other non-current assets i 84 i 76
TOTAL NON-CURRENT ASSETS i 12,601 i 12,133
CURRENT ASSETS
InventoriesF.2. i 45 i 53
Trade receivables, netF.1. i 443 i 379
Contract assets, netF.5. i 82 i 77
Amounts due from non-controlling interests, associates and joint venturesG.5. i 12 i 15
Derivative financial instrumentsD.1.2. i 6 i 
Prepayments and accrued income i 168 i 117
Current income tax assets i 118 i 111
Supplier advances for capital expenditure i 21 i 21
Other current assets i 190 i 197
Restricted cashC.5. i 56 i 57
Cash and cash equivalentsC.5. i 775 i 1,039
TOTAL CURRENT ASSETS i 1,915 i 2,065
TOTAL ASSETS i 14,516 i 14,198
















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

F-7


Consolidated financial statements for the years ended
Painter Final Correction (MIC Logo).jpg
Consolidated statement of financial position at December 31, 2023 and 2022
Notes
December 31, 2023December 31, 2022
(US$ millions)
EQUITY AND LIABILITIES
EQUITY
Share capital and premiumC.1.  i 1,334 i 1,343
Treasury shares( i 8)( i 47)
Other reservesC.1. ( i 500)( i 559)
Retained profits i 2,785 i 2,691
Net profit/ (loss) for the year attributable to owners of the Company( i 82) i 177
Equity attributable to owners of the Company i 3,529 i 3,605
Non-controlling interestsA.1.4.( i 84) i 29
TOTAL EQUITY i 3,445 i 3,634
LIABILITIES
NON-CURRENT LIABILITIES
Debt and financingC.3. i 6,476 i 6,624
Lease liabilitiesC.4. i 854 i 853
Derivative financial instrumentsD.1.2. i 46 i 53
Amounts due to non-controlling interests, associates and joint venturesG.5. i 12 i 
Payables and accruals for capital expenditureF.4.3. i 885 i 473
Provisions and other non-current liabilitiesF.4.2. i 330 i 295
Deferred tax liabilitiesB.6. i 140 i 148
TOTAL NON-CURRENT LIABILITIES i 8,742 i 8,445
CURRENT LIABILITIES
Debt and financingC.3. i 221 i 180
Lease liabilitiesC.4. i 189 i 163
Put option liabilityC.7.4. i 86 i 
Payables and accruals for capital expenditure i 314 i 428
Other trade payables i 390 i 400
Amounts due to non-controlling interests, associates and joint venturesG.5. i 62 i 58
Accrued interest and other expenses i 444 i 412
Current income tax liabilities i 93 i 86
Contract liabilitiesF.5. i 156 i 88
Provisions and other current liabilitiesF.4.1. i 374 i 305
TOTAL CURRENT LIABILITIES i 2,329 i 2,119
TOTAL LIABILITIES i 11,071 i 10,565
TOTAL EQUITY AND LIABILITIES i 14,516 i 14,198


The accompanying notes are an integral part of these consolidated financial statements.
F-8


Consolidated financial statements for the years ended
Painter Final Correction (MIC Logo).jpg
Consolidated statement of cash flows for the years ended December 31, 2023, 2022 and 2021
Notes
202320222021
(US$ millions)
Cash flows from operating activities (including discontinued operations)
Profit before taxes from continuing operations  i 175 i 238 i 728
Profit before taxes from discontinued operationsE.4.2. i 4 i 116 i 3
Profit before taxes i 179 i 354 i 731
Adjustments to reconcile to net cash:
Interest expense on leases i 117 i 131 i 131
Interest expense on debt and other financing i 595 i 497 i 400
Interest and other financial income( i 28)( i 18)( i 23)
Adjustments for non-cash items:
Depreciation and amortization E.1., E.2., E.3. i 1,338 i 1,364 i 1,196
Share of profit in joint ventures
A.2.( i 42)( i 32)( i 210)
Gain on disposal and impairment of assets, net B.2., E.4.2.( i 10)( i 122)( i 6)
Share-based compensation C.1.  i 52 i 29 i 17
Revaluation of previously held interest in GuatemalaA.1.2. i  i ( i 670)
Loss from other associates and joint ventures, netA.3. i 3 i  i 39
Other non-cash non-operating (income) expenses, net B.5.( i 36) i 77 i 50
Changes in working capital:
Decrease (increase) in trade receivables, prepayments and other current assets, net( i 245)( i 104)( i 93)
Decrease (increase) in inventories  i 11 i 5 i 9
Increase (decrease) in trade and other payables, net i 47( i 37) i 6
Changes in contract assets, liabilities and costs, net i 65( i 14)( i 5)
Total changes in working capital ( i 123)( i 151)( i 81)
Interest paid on leases( i 115)( i 128)( i 140)
Interest paid on debt and other financing( i 505)( i 411)( i 355)
Interest received  i 31 i 8 i 4
Taxes paid( i 233)( i 316)( i 127)
Net cash provided by operating activities  i 1,223 i 1,284 i 956
Cash flows from investing activities (including discontinued operations):
Acquisition of subsidiaries, joint ventures and associates, net of cash acquired A.1. i ( i 283)( i 2,000)
Financing exit from the Ghana joint ventureA.2.2. i  i ( i 37)
Proceeds from the disposal of subsidiaries and associates i  i 152 i 30
Purchase of spectrum and licenses( i 236)( i 93)( i 37)
Purchase of other intangible assetsE.1.4.( i 133)( i 179)( i 98)
Purchase of property, plant and equipment E.2.3.( i 814)( i 800)( i 740)
Proceeds from sale of property, plant and equipment E.2. i 17 i 21 i 11
Proceeds from disposal of equity investments, net of costsC.7.3. i  i  i 163
Dividends and dividend advances received from joint ventures and associates A.2.2. i 63 i 10 i 13
Settlement of derivative financial instruments( i 26) i 11 i 
Transfer (to) / from pledge deposits, netC.5.3.( i 6) i 33( i 33)
Loans granted within the Tigo Money lending activity, net( i 4)( i 3) i 

F-9


Consolidated financial statements for the years ended
Painter Final Correction (MIC Logo).jpg
Notes
202320222021
Cash (used in) provided by other investing activities, netD.1.2. i 24 i 25 i 26
Net cash used in investing activities ( i 1,116)( i 1,104)( i 2,703)
Cash flows from financing activities (including discontinued operations):
Proceeds from debt and other financing C.6. i 362 i 1,570 i 3,113
Repayment of debt and other financing C.6.( i 632)( i 2,127)( i 1,335)
Loan repayment from joint venture i  i  i 193
Lease capital repaymentC.6.( i 177)( i 157)( i 137)
Capital injection in subsidiary (Non-controlling interests' portion)C.7.4. i 74 i  i 
Proceeds from the rights offering, net of costsC.1.  i  i 717 i 
Advances and dividends paid to non-controlling interestsA.1./A.2. i ( i 4)( i 6)
Share repurchase program( i 5) i ( i 50)
Net cash from (used in) financing activities( i 377)( i 1) i 1,777
Exchange impact on cash and cash equivalents, net i 6( i 11)( i 10)
Net increase (decrease) in cash and cash equivalents ( i 264) i 168 i 20
Cash and cash equivalents at the beginning of the year i 1,039 i 895 i 875
Effect of cash in disposal group held for saleE.4.2. i ( i 24) i 
Cash and cash equivalents at the end of the year i 775 i 1,039 i 895




























The accompanying notes are an integral part of these consolidated financial statements.
F-10

Consolidated financial statements for the years ended
Painter Final Correction (MIC Logo).jpg
Consolidated statement of changes in equity for the years ended December 31, 2023, 2022 and 2021
Number of shares (000’s)(iii)
Number of shares held by the Group (000’s)
Share capital (i)
Share premium (i)
Treasury shares
Retained profits(ii)
Other reserves (i)
Total
Non- controlling interests
Total equity
(US$ millions)
Balance on January 1, 2021 i 101,739( i 526) i 153 i 478( i 30) i 2,020( i 562) i 2,059 i 215 i 2,274
Total comprehensive income/ (loss) for the year i 590( i 25) i 566( i 57) i 509
Dividends to non-controlling interests( i 3)( i 3)
Purchase of treasury shares (iv)( i 1,471)( i 56) i 2( i 54)( i 54)
Share based compensation (i) i 18 i 18 i 1 i 19
Issuance of shares under share-based payment schemes i 459( i 2) i 26 i 2( i 25) i 1 i 1
Change in scope of consolidation(v)( i 5)( i 5)( i 5)
Balance on December 31, 2021 i 101,739( i 1,538) i 153 i 476( i 60) i 2,609( i 594) i 2,583 i 157 i 2,740
Total comprehensive income/ (loss) for the year i 177 i 27 i 204( i 49) i 155
Effects of rights offering (i) i 70,357 i 106 i 611 i 717 i 717
Dividends to non controlling interest( i 2)( i 2)
Purchase of treasury shares( i 93)( i 4) i 1( i 3)( i 3)
Share based compensation (i) i 25 i 25 i 1 i 26
Issuance of shares under share-based payment schemes i 419( i 2) i 16 i 4( i 17) i 1 i 1
Effect of the buy-out of non-controlling interests in Panama-(note 3) (vi) i 78 i 78( i 78) i 
Balance on December 31, 2022 i 172,096( i 1,213) i 258 i 1,085( i 47) i 2,868( i 559) i 3,605 i 29 i 3,634
Total comprehensive income/ (loss) for the year( i 82) i 47( i 35)( i 188)( i 223)
Transfer to legal reserve( i 2) i 2 i 
Purchase of treasury shares (iv)( i 604)( i 18) i 7( i 10)( i 10)
Share based compensation (i) i 50 i 50 i 1 i 52
Issuance of shares under share-based payment schemes  i 1,447( i 9) i 57( i 7)( i 40) i 1 i 1
Effect of the buy-out of non-controlling interests in Panama( i 1)( i 1) i 
Put Option reserve (vi)( i 81)( i 81)( i 81)
Capital injection in subsidiary (vi) i 74 i 74
Balance on December 31, 2023 i 172,096( i 370) i 258 i 1,076( i 8) i 2,703( i 500) i 3,529( i 84) i 3,445
(i)Share capital, share premium (including the effects of rights offering) and other reserves (including share-based compensation) – see note C.1.
(ii)Retained profits – includes profit for the year attributable to equity holders, of which $ i 491 million (2022: $ i 472 million; 2021: $ i 486 million) are not distributable to equity holders.
(iii)The authorized share capital amounts to $ i 300 million divided into  i 200 million shares with a par value of $ i 1.50 each following the extraordinary general meeting held on February 28, 2022.
(iv)During the year ended December 31, 2023, Millicom repurchased  i 282,724 shares for a total amount of $ i 5 million and withheld approximately  i 320,985 shares for the settlement of tax obligations on behalf of employees under share-based compensation plans (2022:  i 93,413; 2021:  i 1,470,875)
(v)Cloud 2 Nube S.A. was a subsidiary owned by the Group at  i 55% and already fully consolidated as Millicom had control over it. As a result, in accordance with IFRS 10, the acquisition of the remaining  i 45% in Cloud 2 Nube S.A. that occurred on November 12, 2021, has been treated as an equity transaction and non-controlling interests amounting to less than $1 million were transferred to the Group's equity against a purchase consideration of $ i 5 million.
(vi)See note C.7.4.
                The accompanying notes are an integral part of these consolidated financial statements.

F-11

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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 i 
Introduction
Corporate Information
Millicom International Cellular S.A. (the “Company” or “MIC S.A.”), a Luxembourg Société Anonyme, and its subsidiaries, joint ventures and associates (the “Group” or “Millicom”) is a provider of cable and mobile services dedicated to emerging markets in Latin America. Millicom provides high speed broadband and innovation around The Digital Lifestyle® services through its principal brand Tigo.
The Company’s shares are traded as Swedish Depositary Receipts on the Stockholm stock exchange under the symbol TIGO SDB (formerly MIC SDB) and, since January 9, 2019, on the Nasdaq Stock Market in the U.S. under the ticker symbol TIGO. The Company has its registered office at 2, Rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Register of Commerce under the number RCS B 40 630.
On March 7, 2024, the Board of Directors authorized these consolidated financial statements for issuance.
Business activities
Millicom operates its mobile businesses in Latin America (Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay). Millicom operates various cable and fixed line businesses in Latin America (Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay). Millicom also provides direct to home satellite service in most of its markets. Millicom also provides Mobile Financial Services (MFS) and tower infrastructure and services.
During the latter half of 2023, Millicom implemented significant organizational changes to focus on driving profitable growth with a lean corporate structure. The Group also adopted a decentralized approach to streamline decision-making processes and enhance agility to improve profitability and shareholder value.
Due to these organizational changes, and considering the information now being reviewed by the Chief Operating Decision Maker (the "CODM") to assess performance and allocate resources, Millicom's operating segments were redefined to align with its countries of operation. The Honduras joint venture - and Guatemala's joint venture up to November 12, 2021 when the acquisition of the remaining  i 45% equity interest completed - performance is reviewed by the CODM in a similar manner as for the Group’s fully owned operations and is therefore also shown as a separate operating segment at  i 100%. However, these amounts are subsequently eliminated in order to reconcile with the Group consolidated numbers, as shown in the reconciliations included in note B.3. Segmental information).
Current macroeconomic environment
Inflation across the region has continued to decline in line with global trends. Nevertheless, interest rates remain high,
impacting the Group's variable interest rate debt and financing. This is particularly visible for the Group's operations in
Colombia where inflation has remained elevated near 11% and where a significant portion of the debt is at variable interest
rates.
Over the past year, the Group has taken meaningful steps to mitigate these impacts, including the implementation of numerous price increases, cost efficiency and investment optimization initiatives, which position the Group to sustain positive service revenue and cash flow growth going forward.
The Group continues to monitor the developments of the aforementioned events and their potential impact on performance and accounting considerations.
Climate-related risks
As already publicly announced and discussed elsewhere in our external reporting, our goal is to raise the bar on the Group’s contribution on environmental, societal and governance matters. In particular, the Group has committed to short-term goals validated by the Science Based Targets initiative (SBTi). The Group is also committed to the long-term goal of net zero emissions by or before 2050. Although there is no single explicit standard on climate-related matters under IFRS, climate risk and other climate-related matters may impact a number of areas of accounting. Up to now, the Group has not been significantly impacted by climate change, and, currently, management has not considered the climate-related risks as part of the Group's top twelve key risks. Nevertheless, management will continue monitoring every year the potential risks resulting from the effects of climate change in the form of natural disasters, such as extreme weather events affecting our 'Networks and infrastructure resilience'. So far, management has not identified nor considered any material impacts of climate change on assumptions used (e.g. for impairment tests, fair value measurement, etc.) and on the Group's financial reporting (e.g. provisions, fixed assets, etc.).
 / 

F-12

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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IFRS Consolidated Financial Statements
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB") and in accordance with IFRS as adopted by the European Union. These financial statements have been prepared on a historical cost basis, except for certain items including derivative financial instruments (measured at fair value) and financial instruments that contain obligations to purchase own equity instruments (measured at the present value of the redemption price).
This section contains the Group’s material accounting policies that relate to the financial statements as a whole. Material accounting policies specific to one note are included within that note.
Consolidation
The consolidated financial statements of the Group comprise the financial statements of the Company and its subsidiaries as of December 31 of each year. The financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. All intra-group balances, transactions, income and expenses, and profits and losses resulting from intra-group transactions are eliminated.
 i 
Foreign currency
Financial information in these financial statements are shown in the US dollar presentation currency of the Group and rounded to the nearest million (US$ million) except where otherwise indicated. The financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The functional currency of each subsidiary, joint venture and associate reflects the economic substance of the underlying events and circumstances of these entities. Except for El Salvador where the functional currency is US dollar, the functional currency in other countries is the local currency.
The results and financial position of all Group entities (none of which operate in an economy with a hyperinflationary environment) with functional currency other than the US dollar presentation currency are translated into the presentation currency as follows:
(i)    Assets and liabilities are translated at the closing rate on the date of the statement of financial position;
(ii)    Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
(iii)    All resulting exchange differences are recognized as a separate component of equity (currency translation reserve), in the caption “Other reserves”.
On consolidation, exchange differences arising from the translation of net investments in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are recorded in equity. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.
Goodwill and fair value adjustments arising on acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

F-13

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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 i 
The following table presents functional currency translation rates for the Group’s locations to the US dollar on December 31, 2023 and 2022 and the average rates for the years ended December 31, 2023, 2022 and 2021.
Exchange Rates to the US DollarFunctional Currency2023 Year-end Rate2022 Year-end RateChange %2023 Average Rate2022 Average RateChange %2021 Average Rate
BoliviaBoliviano (BOB) i 6.91  i 6.91  i  % i 6.91  i 6.91  i  % i 6.91 
ColombiaPeso (COP) i 3,822  i 4,810  i 25.9 % i 4,313  i 4,254 ( i 1.4)% i 3,756 
Costa RicaCosta Rican Colon (CRC) i 527  i 602  i 14.3 % i 550  i 650  i 18.2 % i 625 
El SalvadorUS dollarn/an/an/an/an/an/an/a
GuatemalaQuetzal (GTQ) i 7.83  i 7.85  i 0.3 % i 7.84  i 7.75 ( i 1.1)% i 7.74 
HondurasLempira (HNL) i 24.71  i 24.66 ( i 0.2)% i 24.66  i 24.56 ( i 0.4)% i 24.12 
LuxembourgEuro (EUR) i 0.91  i 0.93  i 3.1 % i 0.93  i 0.95  i 2.2 % i 0.85 
NicaraguaCordoba (NIO) i 36.62  i 36.23 ( i 1.1)% i 36.44  i 35.87 ( i 1.6)% i 35.17 
PanamaBalboa (B/.) (i)n/an/an/an/an/an/an/a
ParaguayGuarani (PYG) i 7,278  i 7,346  i 0.9 % i 7,299  i 7,008 ( i 4.0)% i 6,790 
SwedenKrona (SEK) i 10.07  i 10.43  i 3.5 % i 10.60  i 10.07 ( i 5.0)% i 8.59 
United KingdomPound (GBP) i 0.79  i 0.83  i 5.4 % i 0.80  i 0.81  i 0.5 % i 0.73 
(i) the balboa is tied to the United States dollar at an exchange rate of  i 1:1.
New and amended IFRS accounting standards
The following changes to standards have been adopted by the Group and did not have any significant impact on the Group’s accounting policies or disclosures and did not require retrospective adjustments:
Amendments to IAS 1, 'Disclosure of Accounting Policies' that are intended to help preparers in deciding which accounting policies to disclose in their financial statements.
IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors' - Definition of accounting estimates.
Amendments to IAS 12, 'Income Taxes: Deferred tax related to Assets and liabilities arising from a Single Transaction' - These amendments clarify that the initial recognition exception does not apply to the initial recognition of leases and decommissioning obligations. These amendments apply prospectively to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, an entity should apply the amendments for the first time by recognizing deferred tax for all temporary differences related to leases and decommissioning obligations at the beginning of the earliest comparative period presented. The Group was already recognizing the deferred tax on leases and therefore, the adoption of these amendments did not have an impact for the Group.
Amendments to IAS 12, 'Income taxes: International Tax Reform – Pillar Two Model Rules': These amendments give companies temporary relief from accounting for deferred taxes arising from the Organisation for Economic Co-operation and Development’s (OECD) international tax reform. The amendments also introduce targeted disclosure requirements for affected companies. The potential impact of Pillar Two Model rules and the adoption of these amendments is further detailed below.
Amendments effective for annual periods starting on or after January 1, 2024 that are not expected to have a significant impact on the Group consolidated financial statements are:
Amendments to IFRS 16 'Leases: Lease Liability in a Sale and Leaseback': The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains.
Amendments to IAS 1, 'Presentation of Financial Statements': These amendments aim to improve the information an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within twelve months after the reporting period.
Amendments to IAS 7, 'Statement of Cash Flows' and IFRS 7, 'Financial Instruments: Disclosures: Supplier Finance Arrangements' (not yet endorsed by the EU): These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB’s response to investors’ concerns that some companies’ supplier finance arrangements are not sufficiently visible, hindering investors’ analysis.
The following changes to standards are effective for annual periods starting on January 1, 2025 and their potential impact on the Group consolidated financial statements is currently being assessed by management:
F-14

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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Amendments to IAS 21, 'The Effects of Changes in Foreign Exchange Rates': Lack of Exchangeability (not yet endorsed by the EU): These amendments help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not.

Judgments and critical estimates
The preparation of IFRS financial statements requires management to use judgment in applying accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management's best knowledge of current events, actions and best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in each note and are summarized below:
Judgments
Management applies judgment in accounting treatment and accounting policies in preparation of these financial statements. In particular, a significant level of judgment is applied regarding the following items:
•    Acquisitions – measurement at fair value of existing and newly identified assets, including the measurement of property, plant and equipment and intangible assets (e.g. particularly the customer lists being sensitive to significant assumptions as disclosed in note A.1.2.), liabilities, contingent liabilities and remaining goodwill; the assessment of useful lives (see notes A.1.2., E.1.1., E.1.5., E.2.1.);
•    Impairment testing – key assumptions related to future business performance, perpetual growth rates and discount rates (see notes E.1.2., E.1.6., E.2.2.);
•    Revenue recognition – whether or not the Group acts as principal or as an agent, when there is one or several performance obligations and the determination of stand-alone selling prices (see note B.1.1.);
•    Contingent liabilities – whether or not a provision should be recorded for any potential liabilities (see note G.3.);
•    Leases – In determining the lease term, including the assessment of whether the exercise of extension or termination options is reasonably certain and the corresponding impact on the selected lease term (see note E.3.);
•    Control – whether Millicom, through voting rights and potential voting rights attached to shares held, or by way of shareholders’ agreements or other factors, has the ability to direct the relevant activities of the subsidiaries it consolidates, or jointly direct the relevant activities of its joint ventures (see notes A.1., A.2.);
•    Discontinued operations and assets held for sale – definition, classification and presentation (see notes A.4., E.4.1.) as well as measurement of potential provisions related to indemnities;
•    Deferred tax assets – recognition based on likely timing and level of future taxable profits together with future tax planning strategies (see notes B.6.3.and G.3.2.);
•    Defined benefit obligations – key assumptions related to life expectancies, salary increases and leaving rates, mainly related to UNE Colombia (see note B.4.3.).
Estimates
Estimates are based on historical experience and other factors, including reasonable expectations of future events, such as current macro-economic challenges. These factors are reviewed in preparation of the financial statements although, due to inherent uncertainties in the evaluation process, actual results may differ from original estimates. Estimates are subject to change as new information becomes available and may significantly affect future operating results. Significant estimates have been applied in respect of the following items:
•    Accounting for property, plant and equipment, and intangible assets in determining fair values at acquisition dates, particularly for assets acquired in business combinations and sale and leaseback transactions (see notes A.1.and E.2.1.);
•    Useful lives of property, plant and equipment and intangible assets (see notes E.1.1., E.2.1.);
•    Provisions, in particular provisions for asset retirement obligations, restructuring, legal and tax risks (see notes F.4. and B.4.);
•    Tax liabilities, in particular in respect of uncertainty over income tax treatments (see note F.4.);
•    Revenue recognition (see note B.1.1.);
•    Impairment testing including weighted average cost of capital ("WACC"), EBITDA margins, Capex intensity and long term growth rates (see note E.1.6.);
•    For leases, estimates in determining the incremental borrowing rate for discounting the lease payments in case interest rate implicit in the lease cannot be determined (see note E.3. );
•    Estimates for defined benefit obligations (see note B.4.2.);
F-15

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
•    Accounting for share-based compensation in particular estimates of forfeitures and future performance criteria (see notes B.4.1., B.4.3.).
Change in accounting estimate
During 2023, the estimated useful lives of some property, plant and equipment were revised. As a result, the estimated useful lives of the Group's towers, poles and ducts were changed from  i 15 to  i 25 years, while the related civil works' useful lives were increased from  i 10 to  i 15 years. These changes were considered a change in accounting estimate per IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" and therefore accounted for prospectively, meaning that no changes should be accounted for past periods. This also applies to assets that are fully depreciated and for which no new cost should be reset. (i.e., they remain fully depreciated).
For the full year 2023, the net effect of the changes represent a decrease in depreciation expense of approximately $ i 27 million compared to what we expected the depreciation charge to be using previous estimated useful lives, while estimating the net effect of the changes in depreciation for future years is impracticable. This change in accounting estimate also affects the lease right-of-use assets (for those being depreciated over the shorter of useful life and lease term) and on asset retirement obligation provisions. However, the impact of the change is immaterial.
International Tax reform-Pillar II Model
The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the countries listed below and came into effect on January 1, 2024. Since the Pillar Two legislation was not effective at the reporting date, the Group has no related current tax exposure. The Group applies the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023 and endorsed by the EU on November 8, 2023.
Pillar Two legislation has been enacted from January 2024 in the following countries within the scope of the Millicom Group: Luxembourg, The Netherlands, United Kingdom and Sweden.
Due to how the Pillar Two rules operate and considering that the Group has its head office in Luxembourg, all entities forming part of the Millicom Group are in scope of the rules as from January 1, 2024. Under Pillar Two legislations, the Group is liable to pay a top-up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate.
Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable. Therefore, even for those entities with an accounting effective tax rate above 15%, there might still be Pillar Two tax implications. The Group has run initial testing under the OECD transitional safe harbour rules (i.e. CbC Report Safe Harbours) and it results that all jurisdictions are expected to meet one of the transitional safe harbours and hence are not expected to be subject to top-up tax.

 i 
A. The Millicom Group
The Group comprises a number of holding companies, operating subsidiaries and joint ventures with various combinations of mobile, fixed-line telephony, cable and wireless Pay TV, Broadband Internet and Mobile Financial Services (MFS) businesses.

A.1. Subsidiaries
Subsidiaries are all entities which Millicom controls. Millicom controls an entity when it is exposed to, or has rights to variable returns from its investment in the entity, and has the ability to affect those returns through its power over the subsidiary. Millicom has power over an entity when it has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that significantly affect the entity’s returns. Generally, control accompanies a shareholding of more than half of the voting rights although certain other factors (including contractual arrangements with other shareholders, voting and potential voting rights) are considered when assessing whether Millicom controls an entity. For example, although Millicom holds less than 50 % of the shares in its Colombian businesses, it holds more than 50 % of shares with voting rights. The contrary may also be true (e.g. Honduras where we own 66.7% of the shares but there is a super majority requirement at the board for decisions about the relevant activities of the operation).  i The Group's main subsidiaries are as follows:
F-16

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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EntityCountryActivityDecember 31, 2023 % holding*December 31, 2022 % holding*December 31, 2021 % holding*
Colombia Móvil S.A. E.S.P. ColombiaMobile
 i 50-1 share
 i 50-1 share
 i 50-1 share
Comunicaciones Celulares S.A.GuatemalaMobile i 100  i 100  i 100 
Distribuidora de Comunicaciones de Occidente, S.A.GuatemalaMobile i 100  i 100  i 100 
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)PanamaMobile i 100  i 100  i 80 
Lati International S.A. (i)LuxembourgHolding Company ('Lati business') i 100 N/AN/A
Millicom Cable Costa Rica S.A.Costa RicaCable, DTH i 100  i 100  i 100 
Millicom Holding B.V.NetherlandsHolding Company i 100  i 100  i 100 
Millicom International Operations B.V.NetherlandsHolding Company i 100  i 100  i 100 
Millicom International Services LLCUSAServices Company i 100  i 100  i 100 
MIC Latin America B.V.NetherlandsHolding Company i 100  i 100  i 100 
Millicom LIH S.A.LuxembourgHolding Company i 100  i 100  i 100 
Millicom International Operations S.A.LuxembourgHolding Company i 100  i 100  i 100 
Millicom Spain S.L.SpainHolding Company i 100  i 100  i 100 
Millicom Telecommunications S.A. (ii)LuxembourgHolding Company ('MFS business') i 100  i 100  i 100 
Navega.com S.A.GuatemalaCable, DTH i 100  i 100  i 100 
Servicios Especializados en Telecomunicaciones, S.A.GuatemalaMobile i 100  i 100  i 100 
Servicios Innovadores de Comunicacion y Entretenimiento, S.A.GuatemalaMobile i 100  i 100  i 100 
Servicios y Productos Multimedios S.A.ParaguayPay-TV, Internet i 100  i 100  i 100 
Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.)PanamaCable, Pay-TV, Internet, DTH, Fixed-line i 100  i 100  i 80 
Telefonica Celular de Bolivia S.A.BoliviaMobile, DTH, Cable i 100  i 100  i 100 
Telefonia Celular de Nicaragua S.A.NicaraguaMobile, Cable, Internet, Fixed-line i 100  i 100  i 100 
Telefonica Celular del Paraguay S.A.ParaguayMobile, Cable, Pay-TV i 100  i 100  i 100 
Telemovil El Salvador S.A. de C.V.El SalvadorMobile, Cable, DTH i 100  i 100  i 100 
UNE EPM Telecomunicaciones S.A. and subsidiaries ColombiaFixed-line, Internet, Pay-TV, Mobile
 i 50-1 share
 i 50-1 share
 i 50-1 share
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the two entities.
(i) Lati International S.A. is the holding Company of the Group's tower business.
(ii) Millicom Telecommunications S.A. is the holding Company of most of the Group's MFS business.


 i 
A.1.1. Accounting for subsidiaries and non-controlling interests
Subsidiaries are fully consolidated from the date on which control is transferred to Millicom. If facts and circumstances indicate that there are changes to one or more of the elements of control, a reassessment is performed to determine if control still exists. Subsidiaries are de-consolidated from the date that control ceases. Transactions with non-controlling interests are accounted for as transactions with equity owners of the Group. Gains or losses on disposals of non-controlling interests are recorded in equity. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is also recorded in equity.
F-17

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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A.1.2. Acquisition of subsidiaries and changes in non-controlling interests in subsidiaries
Scope changes 2023
There were no material acquisitions in 2023.
Scope changes 2022
As of June 14, 2022, the Group received the formal notification from the minority shareholders of Telecomunicaciones Digitales, S.A (formerly Cable Onda S.A.) confirming the exercise of their put option right to sell their remaining  i 20% shareholding to Millicom for an amount of approximately $ i 290 million. The transaction was closed on June 29, 2022 and the payment was applied against the already recorded put option liability of $ i 290 million. As a result, the non-controlling interests' carrying value of $ i 78 million have been transferred to the Group's equity.
Scope changes 2021
On November 12, 2021, Millicom closed the agreement to acquire the remaining  i 45% equity interest in its joint venture business in Guatemala (collectively, "Tigo Guatemala") from its local partner for $ i 2.2 billion in cash. The acquisition had been financed through a bridge facility fully repaid by June 2022.
The acquisition has been determined as a business combination achieved in stages, requiring Millicom to remeasure its  i 55% previously held equity investment in Tigo Guatemala at its acquisition date fair value ($ i 2,683 million); the resulting gain has been recognized in the 2021 statement of income under the line "Revaluation of previously held interests" and is included in the goodwill calculation.
The goodwill is attributable to the workforce and the high profitability of Tigo Guatemala. It is not tax deductible. From November 12, 2021 to December 31, 2021, Tigo Guatemala contributed $ i 223 million of revenue and a net profit of $ i 43 million to the Group. If Tigo Guatemala had been acquired on January 1, 2021 incremental revenue for the year 2021 would have been $ i 1.38 billion and incremental net profit for the same period of $ i 147 million. Acquisition related costs included in the statement of income under operating expenses were immaterial.
During the first half of 2022, Millicom had finalized the purchase accounting and determined the fair values of Tigo Guatemala's
identifiable assets and liabilities, and these were reflected in the statement of financial position as of December 31, 2021 in accordance with IFRS 3.
F-18

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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A.1.3. Disposal of subsidiaries
Tanzania
On April 5, 2022, Millicom completed the sale for an initial cash consideration of approximately $ i 101 million (subject to final price adjustment). The net assets de-consolidated on the date of the disposal amounted to $ i 79 million and the net gain on disposal was calculated at $ i 109 million. In accordance with IFRS 5, our former operations in Tanzania are shown in a single line item on the face of the consolidated statement of income under 'Profit (loss) from discontinued operations, net of tax.
As per the sale agreement, the initial sale price is adjusted to consider some outstanding tax and legal contingencies which management believes is sufficient to cover any future claims on pre-closing matters. Should the price adjustments not be sufficient, Millicom might be liable and need to make additional provisions that are not covered by the latter. In addition, the agreement also provides an IPO1 adjustment clause valid until April 5, 2024, whereby Millicom would reimburse the buyer for any negative difference between the share price per share on the IPO date and the one implied by this sale. As of December 31, 2023, no additional provisions have been made by management in respect of the aforementioned items.
 i 
(a)     The net assets de-consolidated on the date of the disposal, as well as the gain on disposal, were as follows:
Details of the sale of the subsidiary ($ millions)April 5, 2022
Carrying amount of net assets sold (A)( i 79)
Initial sale consideration (B) i 101
Gross gain on sale (B) - (A) i 180
Other operating expenses linked to the disposal( i 11)
Other operating income/expenses, net( i 5)
Gain on sale before reclassification of foreign currency translation reserve i 165
Reclassification of foreign currency translation reserve( i 56)
Net gain on sale i 109
(b)    The operating results and cash flows of the discontinued operation for the years ended December 31, 2022 and 2021 are set out below. The figures shown below are after inter-company eliminations.
Results from Discontinued Operations
(in millions of U.S. dollars)
2022
2021
Revenue i 88 i 357
Equipment, programming and other direct costs( i 26)( i 104)
Operating expenses( i 27)( i 131)
Depreciation and amortization( i 21)( i 83)
Other operating income (expenses), net i 4 i 1
Gain/(loss) on disposal of discontinued operations i 120 i 
Other expenses linked to the disposal of discontinued operations( i 11) i 
Operating profit (loss) i 127 i 39
Interest income (expense), net( i 12)( i 36)
Other non-operating (expenses) income, net i ( i 1)
Profit (loss) before taxes i 116 i 3
Tax expense( i 3)( i 31)
Net profit/(loss) from discontinued operations i 113( i 28)
1 The Tanzanian government implemented in 2016 legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer  i 25% of their shares in a Tanzanian public offering. The ´Tanzania Communications Regulatory Authority´ (TCRA) ordered the Tanzanian operations to complete such public offering by December 31, 2025, at the latest
F-19

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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Cash flows from discontinued operations
(in millions of U.S. dollars)
2022
2021
Cash from operating activities, net i 18 i 87
Cash from (used in) investing activities, net( i 10)( i 46)
Cash from (used in) financing activities, net( i 9)( i 35)
Net cash inflows (outflows)( i 1) i 5
Other disposals
For the years ended December 31, 2023, 2022 and 2021, Millicom did not dispose of any other significant investments.

A.1.4. Summarized financial information relating to subsidiaries with significant non-controlling interests
The summarized financial information for material non-controlling interests in our operations in Colombia and Panama (until the purchase of the remaining  i 20% shareholding in June 29, 2022) is provided below. This information is based on amounts before inter-company eliminations.
Colombia
202320222021
(US$ millions)
Revenue i 1,313 i 1,335 i 1,414
Total operating expenses( i 501)( i 492)( i 509)
Operating profit i 60 i 64 i 100
Net (loss) for the year( i 326)( i 104)( i 80)
50% non-controlling interest in net (loss)( i 163)( i 52)( i 40)
Total assets (excluding goodwill) i 2,470 i 1,942 i 2,336
Total liabilities i 2,605 i 1,890 i 2,158
Net assets( i 135) i 52 i 178
50% non-controlling interest in net assets( i 68) i 26 i 89
Consolidation adjustments( i 17) i 2( i 6)
Total non-controlling interest( i 85) i 28 i 83
Dividends and advances paid to non-controlling interest i ( i 2)( i 5)
Net cash from operating activities i 270 i 250 i 272
Net cash from (used in) investing activities( i 214)( i 289)( i 295)
Net cash from (used in) financing activities( i 54)( i 133) i 30
Exchange impact on cash and cash equivalents, net i 2( i 5)( i 10)
Net increase (decrease) in cash and cash equivalents i 5( i 178)( i 2)














F-20

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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Panama
2022 (i)2021
(US$ millions)
Revenue i 651 i 633
Total operating expenses( i 207)( i 207)
Operating profit i 106 i 7
Net profit (loss) for the year i 29( i 37)
20% non-controlling interest in net profit (loss) i 4( i 7)
Total assets (excluding Millicom's goodwill in Cable Onda) i 1,719 i 1,717
Total liabilities i 1,318 i 1,347
Net assets i 401 i 371
20% non-controlling interest in net assets i  i 74
Total non-controlling interest i  i 74
Net cash from operating activities i 148 i 179
Net cash from (used in) investing activities( i 117)( i 118)
Net cash from (used in) financing activities( i 93)( i 43)
Net increase (decrease) in cash and cash equivalents( i 63) i 17
(i) From January 1 to June 29, 2022, until the purchase of the remaining  i 20% shareholding of our operations in Panama (see note A.1.2.).
F-21

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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A.2. Joint ventures
Joint ventures are businesses over which Millicom exercises joint control as decisions over the relevant activities, such as the ability to upstream cash from the joint ventures, require unanimous consent of shareholders. Millicom determines the existence of joint control by reference to joint venture agreements, articles of association, structures and voting protocols of the board of directors of those ventures. Our main investment in joint ventures is comprised of Honduras.
At December 31, 2023, the equity accounted net assets of our joint venture in Honduras totaled $ i 382 million (December 31, 2022: $ i 401 million). These net assets do not necessarily represent statutory reserves available for distribution as these include consolidation adjustments (such as goodwill and identified assets and assumed liabilities recognized as part of the purchase accounting). Out of these net assets, $ i 3 million (December 31, 2022: $ i 3 million) represent statutory reserves that are unavailable to be distributed to the Group. During the year ended December 31, 2023, Millicom's joint venture in Honduras repatriated cash of $ i 86 million under different forms (December 31, 2022: $ i 85 million).
At December 31, 2023, Millicom had $ i 68 million payable to Honduras joint venture which were mainly comprised of advances (December 31, 2022: $ i 48 million). In addition, as of December 31, 2023, Millicom had a total receivable from Honduras joint venture of $ i 9 million, (December 31, 2022: $ i 13 million) mainly corresponding to other operating receivables.
 i 
Our main joint ventures are as follows:
Entity
Country
Activity
December 31, 2023 % holdingDecember 31, 2022 % holding
Telefonica Celular S.A. (i)HondurasMobile, MFS i 66.7 i 66.7
Navega S.A. de CV (i)HondurasCable i 66.7 i 66.7
(i)Millicom owns more than  i 50% of the shares in these entities and has the right to nominate a majority of the directors of each of these entities. However, key decisions over the relevant activities must be taken by a super majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over the entity. Therefore, the operations of these joint ventures are accounted for under the equity method.
 / 
On October 13, 2021, Millicom, along with its joint venture partner Bharti Airtel Limited, closed the disposal of AirtelTigo Ghana to the Government of Ghana. As part of the closing conditions, each partner committed and paid $ i 37.5 million for the reimbursement of certain local bank facilities which had been provided for in the statement of income under the line "Loss from other joint ventures and associates, net". Millicom still owns  i 50% of the holding company Bharti Airtel Ghana Holdings B.V..
The carrying values of Millicom’s investments in joint ventures were as follows:
Carrying value of investments in joint ventures
The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values:
Honduras (i)
(US$ millions)
Opening balance at January 1, 2022 i 596 
Capital increase i 3 
Results for the year i 32 
Dividends declared during the year( i 35)
Currency exchange differences( i 7)
Closing balance at December 31, 2022 i 590 
Results for the year i 42 
Dividends declared during the year( i 54)
Currency exchange differences( i 2)
Closing balance at December 31, 2023 i 576 
(i)    Includes all the companies under the Honduras group. Share of profit is recognized under ‘Share of profit in joint ventures’ in the statement of income for the year ended December 31, 2023.
At December 31, 2023 and 2022 the Group had not incurred obligations, nor made payments on behalf of the Honduras operations.


F-22

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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A.2.1.  i Accounting for joint ventures
Joint ventures are accounted for using the equity method of accounting and are initially recognized at cost (calculated at fair value if it was a subsidiary of the Group before becoming a joint venture). The Group’s investments in joint ventures include goodwill (net of any accumulated impairment loss) on acquisition.
The Group’s share of post-acquisition profits or losses of joint ventures is recognized in the consolidated statement of income and its share of post-acquisition movements in reserves is recognized in reserves. Cumulative post-acquisition movements are adjusted against the carrying amount of the investments. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the joint ventures.
Gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in joint ventures are recognized in the statement of income.
After application of the equity method, including recognizing the joint ventures’ losses, the Group applies IAS 36 to determine whether it is necessary to recognize any additional impairment loss with respect to its net investment in the joint venture.

A.2.2. Material joint ventures – Honduras, Guatemala and Ghana operations
 i 
Summarized financial information of the Honduras, Guatemala (until acquisition of the remaining  i 45% equity interest, see note A.1.2.) and Ghana (until disposal in 2021) operations is as follows. This information is based on amounts before inter-company eliminations.
Honduras
 / 
F-23

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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202320222021
(US$ millions)
Revenue i 612  i 586  i 589 
Depreciation and amortization( i 105)( i 112)( i 124)
Operating profit i 124  i 111  i 99 
Financial income (expenses), net( i 28)( i 29)( i 34)
Profit before taxes i 95  i 80  i 62 
Tax expense( i 32)( i 31)( i 22)
Profit for the year i 63  i 49  i 40 
Net profit for the year attributable to Millicom i 42  i 32  i 27 
Dividends and advances paid to Millicom i 63  i 9  i  
Total non-current assets (excluding goodwill) i 429  i 404  i 473 
Total non-current liabilities i 440  i 384  i 362 
Total current assets i 200  i 182  i 176 
Total current liabilities i 223  i 220  i 305 
Total net assets( i 35)( i 17)( i 18)
Group's share in % i 66.7 % i 66.7 % i 66.7 %
Group's share in USD millions( i 23)( i 12)( i 12)
Goodwill and consolidation adjustments i 600  i 601  i 608 
Carrying value of investment in joint venture i 576  i 590  i 596 
Cash and cash equivalents i 47  i 27  i 39 
Debt and financing – non-current i 394  i 334  i 267 
Debt and financing – current i 28  i 23  i 73 
Net cash from operating activities i 162  i 162  i 166 
Net cash from (used in) investing activities( i 94)( i 109)( i 89)
Net cash from (used in) financing activities( i 48)( i 64)( i 98)
Net (decrease) increase in cash and cash equivalents i 21 ( i 12)( i 21)
Guatemala
On November 12, 2021, Millicom closed the agreement to acquire the remaining  i 45% equity interest in its joint venture business in Guatemala.
From January 1, to November 12, 2021
(US$ millions)
Revenue i 1,379 
Depreciation and amortization( i 282)
Operating profit i 462 
Financial income (expenses), net ( i 40)
Profit before taxes i 432 
Tax expense ( i 99)
Profit for the year i 333 
Net profit for the year attributable to Millicom i 183 
Dividends and advances paid to Millicom i 13 
Net cash from operating activities i 611 
Net cash from (used in) investing activities( i 192)
Net cash from (used in) financing activities( i 406)
Exchange impact on cash and cash equivalents, net i 1 
Net increase (decrease) in cash and cash equivalents i 13 
F-24

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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AirtelTigo Ghana
Our joint investment in AirtelTigo Ghana has been disposed of in 2021. The only material effect for 2021 year's statement of income is the loss recognized on the exit financing which is further explained in note A.2..

A.2.3. Impairment of investment in joint ventures
While no impairment indicators were identified for the Group’s investments in joint ventures in 2023, according to its policy, management has completed an impairment test for its joint venture in Honduras.
The Group’s investments in Honduras operations was tested for impairment by assessing the recoverable amount (using a value in use model based on discounted cash flows) against the carrying amount. The cash flow projections used were extracted from financial budgets approved by management (refer to note E.1.6. for further details on impairment testing). Cash flows beyond this period have been extrapolated using a perpetual growth rate of  i 1% (2022:  i 1%). Discount rate used in determining recoverable amount was  i 11.0% (2022:  i 14.2%).
For the years ended December 31, 2023 and 2022, and as a result of the impairment testing described above, management concluded that the Group’s investments for its joint venture in Honduras should not be impaired.
Sensitivity analysis was performed on key assumptions within the impairment tests. The sensitivity analysis determined that sufficient headroom exists from realistic changes to the assumptions that would not impact the overall results of the testing.

A.3. Investments in associates
Millicom has significant influence over MKC Brillant Holding GmbH (LIH). Millicom’s  i 35.0% investment in LIH had been fully impaired in two stages (by $ i 40 million in 2016 and $ i 48 million in 2017) as a result of the annual impairment test conducted back then. The impairment test performed in 2023 confirmed this conclusion. The Group accounts for associates in the same way as it accounts for joint ventures, that is, using the equity method.
In December 2022, Millicom relinquished its seat at the board of directors of Milvik AB ("Milvik") and therefore lost its significant influence in accordance with IAS 28. As a result, the Group stopped equity accounting for its investment in Milvik and classified it as a financial asset measured at fair value in accordance with IFRS 9. During 2023, the Group's investment in Milvik has been disposed of for  i one US dollar.

A.4. Discontinued operations
 i 
A.4.1. Classification of discontinued operations
Discontinued operations are those which have identifiable operations and cash flows (for both operating and management purposes) and represent a major line of business or geographic area which has been disposed of, or are held for sale. Revenue and expenses associated with discontinued operations are presented retrospectively in a separate line in the consolidated statement of income.

A.4.2. Millicom’s discontinued operations
In accordance with IFRS 5, financial information relating to discontinued operations for the years ended December 31, 2022 and 2021 is set out below. Figures shown below are after intercompany eliminations. As further explained in Note A.1.3. , the Group’s former businesses in Tanzania (sold on April 5, 2022) had been classified as discontinued operations. For the year ended December 31, 2023, the results from discontinued operations relate to operating income for $ i 4 million. For further details on Assets held for sale, refer to note E.4.
Results from discontinued operations
F-25

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
20222021
(US$ millions)
Revenue i 88  i 357 
Equipment, programming and other direct costs( i 26)( i 104)
Operating expenses( i 27)( i 131)
Other expenses linked to the disposal of discontinued operations( i 11) i  
Depreciation and amortization( i 21)( i 83)
Other operating income (expenses), net i 4  i 1 
Gain/(loss) on disposal of discontinued operations i 120  i  
Operating profit (loss) i 127  i 39 
Interest income (expense), net( i 12)( i 36)
Other non-operating (expenses) income, net i  ( i 1)
Profit (loss) before taxes i 116  i 3 
Tax expense( i 3)( i 31)
Net profit/(loss) from discontinued operations i 113 ( i 28)

Cash flows from discontinued operations
20222021
(US$ millions)
Cash from operating activities, net i 18  i 87 
Cash from (used in) investing activities, net( i 10)( i 46)
Cash from (used in) financing activities, net( i 9)( i 35)

F-26

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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B.  i Performance
B.1. Revenue
Millicom’s revenue comprises sale of services from its mobile business (including Mobile Financial Services - MFS) and its fixed and other services, as well as related devices and equipment. Recurring revenue consists of monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, TV services, B2B contracts, MFS commissions and fees from other telecommunications services such as data services, short message services and other value added services. See section B.3. for details.

B.1.1.  i Accounting for revenue
Revenue is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer.
The determination of whether or not the Group acts as principal or as an agent, when there is one or several performance obligations and the determination of the standalone selling price for contracts that involve more than one performance obligation may require significant judgment, such as when the selling price of a good or service is not readily observable. The Group determines the standalone selling price of each performance obligation in the contract in accordance to the prices that the Group would apply when selling the same services and/or telephone and equipment included in the obligation to a similar customer on a standalone basis. When standalone selling price of services and/or telephone and equipment are not directly observable, the Group maximizes the use of external input and uses the expected cost plus margin approach to estimate the standalone selling price.
The Group applies the following practical expedients foreseen in IFRS 15:
No financial component adjustment to the transaction price whenever the period between the transfer of a promised good or service to a customer and the associated payment is one year or less; when the period is more than one year the financing component is adjusted, if material.
Disclosure of the transaction price allocated to unsatisfied performance obligations only for contracts that have an original expected duration of more than one year (e.g. unsatisfied performance obligations for contracts that have an original duration of one year or less are not disclosed).
If the consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e, if billing corresponds to accounting revenue), the price allocated to unsatisfied performance obligations is not disclosed.
Recognition of the incremental costs of obtaining a contract as an expense when incurred, if the amortization period of the asset that otherwise would have been recognized is one year or less.
A summary of the timing for revenue recognition from contracts with customers, is disclosed in Note B.3. and further detailed below.
Post-paid connection fees are derived from the payment of a non-refundable / one-time fee charged to customer to connect to the network (e.g. connection / installation fee). Usually,they do not represent a distinct good or service and do not give rise to a separate performance obligation and therefore revenue is recognized over the minimum contract duration. If the fee is paid by a customer without having to pay this fee again over his tenure with the Group (e.g. the customer can readily extend his contract without having to pay the same fee again), it is accounted for as a material right with revenue recognized over the customer retention period.
Post-paid mobile / cable subscription fees are recognized over the relevant enforceable/subscribed service period (recurring monthly access fees that do not vary based on usage). The service provision is usually considered as a series of distinct services that have the same pattern of transfer to the customer. Remaining unrecognized subscription fees, which are not refunded to the customers, are fully recognized once the customer has been disconnected. Customer premise equipment (CPE), provided to customers as a prerequisite to receive the subscribed Home services until return at the end of the contract duration, do not provide benefit to the customer on their own as they do not give rise to separate performance obligations and therefore are accounted for as part of the service provided to the customers.
Bundled offers are considered arrangements with multiple deliverables or elements, which can lead to the identification of separate performance obligations. Revenue is recognized in accordance with the transfer of goods or services to customers in an amount that reflects the relative transaction price of the performance obligation.
Prepaid scratch / SIM cards are services where customers purchase a specified amount of airtime or other credit in advance. Revenue is recognized as the credit is used. Unused credit is carried in the statement of financial position as a contract liability, upon expiration of the validity period (when the portion of the contract liability relating to the expiring credit is recognized as revenue as there is no longer an obligation to provide those services).
Principal-Agent, some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer. In these instances, the Group determines whether it has promised to provide the specified good or service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). For example, performance obligations relating to services provided by third-party content providers (i.e., mobile Value Added Services or “VAS”) or service providers (i.e., wholesale international traffic) where the Group neither controls a right to the provider’s service nor
F-27

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
controls the underlying service itself are presented net because the Group is acting as an agent. The Group generally acts as a principal for other types of services where the Group is the primary obligor of the arrangement. In cases the Group determines that it acts as a principal, revenue is recognized in the gross amount, whereas in cases the Group acts as an agent revenue is recognized in the net amount.
Revenue from provision of Mobile Financial Services (MFS), such as commissions on peer to peer transfers, is generally recognized once the primary service has been provided to the customer. Revenue from interest earned on loans granted to customers are recognised over the period of the loan and are based on effective interest rates, with loan origination fees being treated as an adjustment to the effective interest rate.
Telephone and equipment sales are recognized as revenue once the customer obtains control of the good, that is, when the customer has the ability to direct the use and obtain substantially all of the remaining benefits from that good.
Revenue from the sale of cables, fiber, wavelength or capacity contracts, when part of the ordinary activities of the operation, is recognized as recurring revenue. Revenue is recognized when the cable, fiber, wavelength or capacity has been delivered to the customer, based on the amount expected to be received from the customer.
Revenue from operating lease of tower space is recognized on a straight-line basis over the period of the underlying lease contracts. Finance leases revenue is apportioned between lease of tower space and interest income.

 i 
Revenue from contracts with customers from continuing operations:
202320222021
$ millionsTiming of revenue recognitionGroupGroupGroup
MobileOver time i 2,949  i 2,916  i 1,963 
Mobile Financial ServicesPoint in time i 44  i 40  i 37 
Fixed and other servicesOver time i 2,192  i 2,145  i 1,938 
OtherOver time i 65  i 69  i 60 
Service Revenue i 5,250  i 5,171  i 3,997 
Telephone and equipmentPoint in time i 411  i 454  i 263 
Revenue from contracts with customers i 5,661  i 5,624  i 4,261 
 / 

B.2. Expenses
 i 
The various costs and expenses incurred by the Group can be summarized as presented below. The Group recognizes and categorizes expenses by their nature as either 'equipment, programming and other direct costs' which are those more directly related to the generation of revenue or as '(Other) operating expenses and income' which are rather indirect costs. As a result, 'equipment, programming and other direct costs' specifically excludes the following costs/expense which are further detailed below and elsewhere in the consolidated financial statements:
'Operating expenses, net' further detailed below;
Depreciation and amortization, which are further detailed in Notes E.1.3. ‘Movements in intangible assets’, E.2.2. ‘Movements in tangible assets’ and E.3. ‘Right of use assets’.
‘Other operating income (expenses), net’, also further detailed below.






F-28

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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Equipment, programming and other direct costs
202320222021
(US$ millions)
Cost of telephone, equipment and other accessories( i 386)( i 425)( i 256)
TV Content and data costs( i 349)( i 361)( i 320)
Voice airtime and transmission costs( i 234)( i 261)( i 202)
Bad debt and obsolescence cost( i 141)( i 124)( i 86)
Call center costs( i 72)( i 84)( i 90)
Transmission and other costs( i 19)( i 17)( i 47)
Other costs( i 306)( i 234)( i 196)
Equipment, programming and other direct costs( i 1,507)( i 1,506)( i 1,197)

 i 
Operating expenses, net
Operating expenses incurred by the Group can be summarized as follows.
202320222021
(US$ millions)
Marketing expenses( i 536)( i 570)( i 450)
Site and network maintenance costs( i 322)( i 310)( i 233)
Employee related costs (B.4.)( i 614)( i 494)( i 474)
External and other services( i 281)( i 251)( i 164)
Other operating expenses( i 290)( i 266)( i 224)
Operating expenses, net( i 2,043)( i 1,890)( i 1,546)
 / 

 i 
Other operating income (expenses), net
The other operating income and expenses incurred by the Group can be summarized as follows:
Notes
202320222021
(US$ millions)
Impairment of intangible assets and property, plant and equipment
E.1., E.2.
( i 3)( i 7)( i 6)
Gain (loss) on disposals of intangible assets and property, plant and equipment i 6  i 1  i 5 
Reverse earn-out in respect of Zantel's acquisition (i) i   i 2  i 11 
Gain (loss) on disposal of equity investments (ii) i   i  ( i 15)
Other income (expenses) (iii) i 8  i 2  i 10 
Other operating income (expenses), net i 10 ( i 2) i 5 
(i)     In January 2022, Millicom received $ i 11 million from Etisalat as earn-out income related to the purchase of Zantel in 2015. This settlement was considered as an adjusting event and recorded in 'other operating income' in the 2021 statement of income.
(ii) In June 2021, Millicom disposed of its entire stake in Helios Towers plc for a total net consideration of $ i 163 million, triggering a net loss on disposal of $ i 15 million recorded in the statement of income under ‘other operating income (expenses), net’. The changes in fair value prior to the disposal were shown under "Other non-operating (expenses) income, net".
 / 
(iii) In 2021, other income (expenses) can be mainly attributed to social obligations spectrum liability derecognition in Paraguay of $ i 4 million and reversal provision related to Ghana of $ i 4 million. In 2023 other income is mainly attributed to contract lease modification in Colombia for $ i 2 million and social obligation spectrum liability derecognition in Paraguay for $ i 3 million.

 i 
B.2.1. Accounting for equipment, programming and other direct costs and operating expenses
F-29

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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Equipment, programming and other direct costs
Equipment, programming and other direct costs is recorded on an accrual basis.
Incremental costs of obtaining a contract
Incremental costs of obtaining a contract, including dealer commissions, are capitalized as Contract Costs in the statement of financial position and amortized in operating expenses over the expected benefit period, which is based on the average duration of contracts with customer (see practical expedient in note B.1.1.).

F-30

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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 i 
B.3. Segmental information
As further detailed in the Introduction note, Millicom operates in a single region (Latin America), and more specifically in the following countries: Guatemala, Colombia, Panama, Honduras, Bolivia, Paraguay, El Salvador, Nicaragua and Costa Rica.
During the latter half of 2023, Millicom implemented significant organizational changes to focus on driving profitable growth with a leaner corporate structure. The Group also adopted a decentralized approach to streamline decision-making processes and enhance agility to improve profitability and shareholder value. To that end, the General Managers of the operations, which primarily reported to the Group Chief Operating Officer (COO), now directly report to the Group President and COO in the case of Guatemala and Colombia and to the Group Chief Commercial and Technology Officer in the case of the rest of the operations, who, together with the Group Chief Executive Officer (CEO) and Group Chief Financial Officer (CFO) form the ‘Chief Operating Decision Maker’ (“CODM”).
Due to these organizational changes, and considering the information now being reviewed by the CODM to assess performance and allocate resources, Millicom's operating segments were redefined to align with its countries of operation. The Honduras joint venture - and Guatemala's joint venture up to November 12, 2021 when the acquisition of the remaining  i 45% equity interest was completed - is reviewed by the CODM in a similar manner as for the Group’s controlled operations and is therefore also shown as a separate operating segment at  i 100%. However, these amounts are subsequently eliminated in order to reconcile with the Group consolidated numbers, as shown in the reconciliations below.
Management evaluates performance and makes decisions about allocating resources to the Group's operating segments based on financial measures, such as revenue, including service revenue, and EBITDA. Capital expenditures are also a significant aspect for management and in the telecommunication industry as a whole. Management believes that service revenue and EBITDA are essential financial indicators for the CODM and investors. These measures are particularly valuable for evaluating performance over time. Management utilizes service revenue and EBITDA when making operational decisions, allocating resources, and conducting internal comparisons against historical performance and competitor benchmarks. Additionally, these metrics provide deeper insights into the Group's operating performance. Millicom's Remuneration Committee also employs service revenue and EBITDA when assessing employees' performance and compensation, including that of the Group's executives. A reconciliation of service revenue to revenue and EBITDA to profit before taxes is provided below.
Before the organizational changes in the second half of 2023, the Group reported a single segment, the Group Segment. But with the new structure in place and considering the information now being reviewed by the CODM as described above, it has revised its segment presentation and information for all periods presented to separately disclose the Group's operating and reportable segments.
Capital expenditures are reconciled with notes E.1. and E.2..
 i 
Revenue, Service revenue, EBITDA, capital expenditures and other segment information for the years ended December 31, 2023, 2022 and 2021, are shown on the below:
December 31, 2023GuatemalaColombiaPanamaBoliviaHondurasParaguayOther reportable segments (v)Total for reportable segmentsInter-segment and other eliminations(iv)Total Group
(US$ millions)
Service revenue(i) i 1,339  i 1,268  i 669  i 601  i 572  i 544  i 847  i 5,842 ( i 591) i 5,250 
Telephone and equipment revenue i 225  i 45  i 50  i 11  i 39  i 24  i 55  i 450 ( i 39) i 411 
Revenue  i 1,564  i 1,313  i 719  i 613  i 612  i 568  i 902  i 6,292 ( i 631) i 5,661 
Inter-segment revenue i 8  i 3  i 2  i   i 5  i 3  i 7  i 28 n/an/a
Revenue from external customers i 1,556  i 1,311  i 717  i 613  i 607  i 565  i 895  i 6,264 n/an/a
EBITDA(ii) i 807  i 420  i 296  i 224  i 272  i 236  i 352  i 2,609 ( i 498) i 2,111 
Capital expenditures (iii) i 183  i 161  i 100  i 92  i 103  i 97  i 148  i 883 ( i 73) i 809 
(i)     Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, short message services, installation fees and other value-added services excluding telephone and equipment sales.
(ii)    EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on the disposal of fixed assets.
 / 
F-31

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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(iii)    Capital expenditures correspond to additions of property, plant and equipment, as well as operating intangible assets, excluding spectrum and licenses. The Group capital expenditure additions can be reconciled with notes E.1.3.. and E.2.2.for amounts of $ i 116 million and $ i 693 million respectively (2022: $ i 150 million and $ i 823 million, respectively).
(iv)    Includes intercompany eliminations, unallocated items and Honduras as a joint venture.
(v)    Includes our operations in El Salvador, Nicaragua and Costa Rica.


December 31, 2022GuatemalaColombiaPanamaBoliviaHondurasParaguayOther reportable segments (v)Total for reportable segmentsInter-segment and other eliminations(iv)Total Group
(US$ millions)
Service revenue(i) i 1,373  i 1,253  i 624  i 608  i 549  i 530  i 801  i 5,739 ( i 568) i 5,171 
Telephone and equipment revenue i 245  i 83  i 27  i 13  i 37  i 26  i 60  i 491 ( i 37) i 454 
Revenue  i 1,618  i 1,335  i 651  i 621  i 586  i 556  i 861  i 6,230 ( i 605) i 5,624 
Inter-segment revenue i 8  i 4  i 2  i   i 4  i 2  i 7  i 28 n/an/a
Revenue from external customers i 1,611  i 1,331  i 649  i 621  i 582  i 554  i 854  i 6,202 n/an/a
EBITDA(ii) i 857  i 404  i 298  i 242  i 262  i 245  i 330  i 2,638 ( i 409) i 2,228 
Capital expenditures (iii) i 197  i 277  i 106  i 124  i 78  i 107  i 138  i 1,028 ( i 55) i 973 


December 31, 2021GuatemalaColombiaPanamaBoliviaHondurasParaguayOther reportable segments (v)Total for reportable segmentsInter-segment and other eliminations(iv)Total Group
(US$ millions)
Service revenue(i) i 1,365  i 1,319  i 608  i 612  i 548  i 526  i 762  i 5,739 ( i 1,741) i 3,997 
Telephone and equipment revenue (i) i 236  i 95  i 25  i 12  i 41  i 30  i 66  i 503 ( i 240) i 263 
Revenue i 1,601  i 1,414  i 633  i 623  i 589  i 555  i 827  i 6,242 ( i 1,982) i 4,261 
Inter-segment revenue i 7  i 4  i 2  i   i 4  i 2  i 8  i 27 n/an/a
Revenue from external customers(ii) i 1,593  i 1,409  i 631  i 623  i 586  i 553  i 820  i 6,216 n/an/a
EBITDA(ii) i 857  i 441  i 281  i 249  i 259  i 242  i 310  i 2,640 ( i 1,123) i 1,517 
Capital expenditures (iii) i 197  i 318  i 128  i 119  i 81  i 114  i 154  i 1,111 ( i 188) i 922 





F-32

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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Reconciliation of EBITDA for reportable segments to the Group Profit before taxes:
(US$ millions)202320222021
EBITDA for reportable segments i 2,609 i 2,638 i 2,640
Depreciation( i 978)( i 999)( i 804)
Amortization( i 360)( i 345)( i 310)
Share of profit in joint venture
 i 42 i 32 i 210
Other operating income (expenses), net i 10( i 2) i 5
Interest and other financial expenses( i 712)( i 617)( i 495)
Interest and other financial income i 28 i 18 i 23
Revaluation of previously held interests in Guatemala  i  i  i 670
Other non-operating (expenses) income, net i 36( i 78)( i 49)
Profit (loss) from other joint ventures and associates, net( i 3) i ( i 40)
Honduras as joint venture( i 272)( i 262)( i 259)
Unallocated expenses and other reconciling items (i)( i 225)( i 148)( i 864)
Profit before taxes from continuing operations i 175 i 238 i 728
(i) The unallocated expenses are primarily related to centrally managed costs.

F-33

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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B.4. People
 i 
Number of permanent employees
202320222021
Subsidiaries (i) i 15,742  i 18,534  i 19,749 
Joint ventures (ii)  i 785  i 912  i 938 
Total i 16,527  i 19,446  i 20,687 
(i)    Emtelco (subsidiary of UNE EPM Telecomunicaciones S.A.) headcount are excluded from this disclosure and any internal reporting because their costs are classified as direct costs and not employee related costs. Includes Guatemala for 2021.
 / 
(ii)    Only Honduras for 2023, 2022 and 2021.
 i 
Notes
202320222021
(US$ millions)
Wages and salaries( i 463)( i 372)( i 361)
Social security( i 73)( i 69)( i 66)
Share based compensationB.4.1.( i 52)( i 29)( i 16)
Pension and other long-term benefit costsB.4.2.( i 3)( i 2)( i 6)
Other employees related costs( i 24)( i 22)( i 25)
Total( i 614)( i 494)( i 474)
 / 
Restructuring Costs
Millicom is currently implementing a cost reduction project called 'Everest' with a focus on efficiency improvements. In 2023, Millicom recorded $ i 87 million of severance costs and other redundancies (including the acceleration of share-based compensation and consulting costs related to this cost reduction project)..

B.4.1. Share-based compensation
1.Equity-settled
Millicom shares granted to management and key employees includes share-based compensation in the form of long-term share incentive plans. Since 2016, Millicom has  i two types of annual plans, a performance share plan (PSP) and a deferred share plan (DSP). The different plans are further detailed below.
 i 
Cost of share-based compensation
202320222021
(US$ millions)
2019 incentive plans i   i   i 3 
2020 incentive plans i  ( i 3)( i 3)
2021 incentive plans( i 10)( i 11)( i 17)
2022 incentive plans( i 10)( i 15) i  
2023 incentive plans( i 32) i   i  
Total share based compensation( i 52)( i 29)( i 17)
 / 
Deferred share plan
As from the 2019 plan, shares vest at a rate of  i 30% on January 1 of each of year one and two, and the remaining  i 40% on January 1 of year three. Vesting is conditional upon the participant remaining employed with Millicom at each vesting date. The cost of this long-term incentive plan, which is not conditional on performance conditions, is calculated as follows: Fair value (share price) of Millicom’s shares at grant date x number of shares expected to vest.
Performance share plan (up to the 2020 plan)
Shares granted under this performance share plan vest at the end of the  i three-year period, subject to performance conditions,  i 25% based on Relative Total Shareholder Return (“Relative TSR”),  i 25% based on the achievement of the Service Revenue target measured on a  i 3-year CAGRs from year one to year three of the plan (“Service Revenue”) and  i 50% based on the achievement of the Operating Free Cash Flow (“Operating Free Cash Flow”) target measured on a  i 3-year CAGRs from year one to year three of the plan. From 2020
F-34

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
onwards, the Operating Free Cash Flow target has been redefined to consider payments made in respect of leases. As a result, the target is since then the Operating Free Cash Flow after Leases ("OFCFaL").
Performance share plan (for plans issued from 2021)
Shares granted under this performance share plan generally follow the same rules as for previous performance share plans. However, for LTI 2021 plan, Millicom had added a time vesting Restricted Stock Units (“RSU’s”)(LTI 2021:  i 35%) that will be vesting at the end of  i three years depending on satisfactory service condition. RSU's have been removed from the plan rules from 2022. For LTI 2023 plan, Millicom had added an environmental, social and governance metric ("ESG") (LTI 2023:  i 10%).
The Service Revenue (LTI 2023:  i 30%; LTI 2022:  i 30%; LTI 2021:  i 15%) and Operating Cash Flow after Leases ("OCFaL") (LTI 2023:  i 50%; LTI 2022:  i 50%; LTI 2021:  i 30%) performance conditions are no longer measured based on a CAGR but on the actual cumulative achievement against the  i 3-year cumulative targets to better reflect the performance over the  i three-year period rather than simply the end point as is the case with a CAGR target. The Relative TSR (LTI 2023:  i 10%; LTI 2022:  i 20%; LTI 2021:  i 20%) is measured over the  i 10 trading days before / after December 31 of the last year of the corresponding  i three-year measurement period.
 i 
Assumptions and fair value of the shares under the TSR portion(s)
For the performance share plans, and in order to calculate the fair value of the TSR portion of those plans, it is necessary to make a number of assumptions which are set out below. The assumptions have been set based on an analysis of historical data as at grant date.
Risk-free
rate %
Dividend yield %
Share price volatility(i) %
Award term (years)
Share fair value (in US$)
Performance share plan 2023 (Relative TSR) i 4.66 i 0.00 i 52.88 i 2.82 i 31.13
Performance share plan 2022 (Relative TSR) i 2.01 i 0.00 i 47.94 i 2.80 i 29.12
Performance share plan 2021 (Relative TSR) i 0.29 i 1.28 i 46.28 i 2.82 i 52.99
Performance share plan 2020 (Relative TSR) i 0.61 i 1.47 i 24.54 i 2.93 i 55.66
Performance share plan 2019 (Relative TSR)( i 0.24) i 3.01 i 26.58 i 2.93 i 49.79
(i) Historical volatility retained was determined on the basis of a three-year historic average.
The cost of the long-term incentive plans which are conditional on market conditions is calculated as follows: Fair value (market value) of shares at grant date (as calculated above) x number of shares expected to vest.
 i 
The cost of these plans is recognized, together with a corresponding increase in equity (equity settled transaction reserve), over the period in which the performance and/or employment conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award. Adjustments are made to the expense recorded for forfeitures, mainly due to management and employees leaving Millicom. Non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition (such as the Relative TSR). These are treated as vested, regardless of whether or not the market conditions are satisfied, provided that all other performance conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any modification that increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
F-35

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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 i 
Plan awards and shares expected to vest
2023 plans2022 plans2021 plans2020 plans
PSP
DSP
PSP
DSP
PSP
DSP
PSP
DSP
(number of shares)
Initial shares granted i 818,842  i 2,375,143  i 306,641  i 865,862  i 451,363  i 536,890  i 341,897  i 370,131 
Additional shares granted(i) i   i   i   i 47,588  i   i 5,824  i   i 5,928 
Effect of the Right Offering(ii) i   i   i 83,926  i 227,947  i 115,575  i 93,375  i 20,862  i 32,526 
Revision for forfeitures( i 101,108)( i 51,309)( i 52,623)( i 54,595)( i 63,624)( i 45,747) i  ( i 41,791)
Total before issuances i 717,734  i 2,323,834  i 337,944  i 1,086,802  i 503,314  i 590,342  i 362,759  i 366,794 
Shares issued in 2020 i   i   i   i   i   i   i  ( i 3,571)
Shares issued in 2021 i   i   i   i  ( i 1,121)( i 5,760) i  ( i 113,653)
Shares issued in 2022 i   i   i  ( i 13,957)( i 2,071)( i 160,596) i  ( i 100,362)
Shares issued in 2023( i 31,124)( i 354,331)( i 29,885)( i 476,256)( i 120,419)( i 234,157) i  ( i 149,208)
Performance conditions not met i   i   i   i   i   i  ( i 362,759) i  
Shares still expected to vest i 686,610  i 1,969,503  i 308,059  i 596,589  i 379,703  i 189,829  i   i  
Estimated cost over the vesting period (US$ millions) i 11  i 42  i 6  i 20  i 18  i 19  i   i  
(i)    Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.
(ii)     In 2022, as per plan rules, additional shares have been granted to all participants for unvested plans as a result of the effect of the right offering (see note C.1. ).
 / 

2.Cash-settled
In 2021, and in the light of the impact on future LTI awards as a consequence of the impact of COVID-19 on the Group's business, the Board awarded a one-time Retention Plan to a selected group of executives, including the CEO and CFO. The plan is based on Market Stock Units (“MSU”) and is a performance-based scheme where the outcome is dependent on the share price at the time of vesting. The number of MSUs granted to each participant was determined on the basis of a share price at inception of $ i 33.83 for Tranche 2022 and $ i 36.90 for Tranche 2023 (targets consider that Millicom share price at grant date - $ i 30.75 - would appreciate  i 10% for Tranche 2022 and  i 20% for tranche 2023 from the grant price). The aforementioned share prices and number of units granted have been amended as a result of the effect of the right offering (see note C.1. ). At the vesting date, the value of the MSU were determined by the  i 30-trading day average share price ended on September 30, 2022 for Tranche 2022, and the  i 30-trading day average share price ended on June 30, 2023 for Tranche 2023. For each Tranche, the payment is made in cash 12 months after those dates, provided the participant is still employed (subject to limited allowances for good leavers). For every participant, payment is capped at  i 150% of their Target MSU Award Value set up for each Tranche. Participants of the Retention Plan were required to forfeit their awards under the LTI plans 2019 and 2020 in respect of the Financial targets (Service Revenue and Operating Cash flow growths), provided that the TSR component will continue to be active for these schemes. During 2023, Tranche 2022 has been paid out to participants for a total cash amount of $ i 1.15 million.

The MSU is a cash-settled share-based payment plan and Millicom measures the services acquired over the relevant service period and the liability incurred at the fair value of the liability. Until the liability is settled, Millicom is required to remeasure the fair value of the liability at the end of each reporting period and at the date of settlement, with any changes in value recognised the statement of income.
As of December 31, 2023 and 2022, the fair value of the liability amounts to $ i 1 million and $ i 2 million, respectively, and was determined by using Millicom's share price (using a Black-Scholes model would not result in material differences). The related cost for the years ended December 31, 2023 and 2022, amounts to an expense of $ i 1 million (as a result of the share price decrease over the year) and a credit of $ i 1 million, respectively.

B.4.2.  i Pension and other long-term employee benefit plans
Pension plans
The pension plans apply to employees who meet certain criteria (including years of service, age and participation in collective agreements).
Pension and other similar employee related obligations can result from either defined contribution plans or defined benefit plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity and no further
F-36

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
payment obligations exist once the contributions have been paid. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as assets to the extent that a cash refund or a reduction in future payments is available.
Defined benefit pension plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the statement of financial position in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows, using an appropriate discount rate based on maturities of the related pension liability. Re-measurement of net defined benefit liabilities are recognized in other comprehensive income and not reclassified to the statement of income in subsequent years. Past service costs are recognized in the statement of income on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognizes related restructuring costs. Net interest is calculated by applying the discount rate to the net defined benefit asset/liability.
Long-service plans
Long-service plans apply for Colombian subsidiary UNE employees with more than  i five years of service whereby additional bonuses are paid to employees that reach each incremental length of service milestone (from five to  i 40 years).
Termination plans
UNE has a number of employee defined benefit plans. The level of benefits provided under the plans depends on collective employment agreements and Colombian labor regulations. There are no defined assets related to the plans, and UNE make payments to settle obligations under the plans out of available cash balances.
At December 31, 2023, the defined benefit obligation liability amounting to $ i 51 million (2022: $ i 37 million), increased mainly related to interest cost ($ i 5 million) and currency translation effect ($ i 10 million), and payments expected in the plans in future years totals $ i 100 million (2022: $ i 77 million). The average duration of the defined benefit obligation at December 31, 2023 is  i 4 years (2022:  i 4 years). The termination plans apply to employees that joined UNE prior to December 30, 1996. The level of payments depends on the number of years in which the employee has worked before retirement or termination of their contract with UNE.
Except for the UNE pension plan described above, there are no other significant defined benefits plans in the Group.

B.4.3. Directors and executive management
The remuneration of the members of the Board of Directors comprises an annual fee and shares. Director remuneration is proposed by the Nomination Committee and approved by the shareholders at their Annual General Meeting (AGM).
 i 
Remuneration charge for the non-executive Directors of the Board (gross of withholding tax)
202320222021
(US$ ’000)
Chairperson i 315  i 315  i 300 
Other non-executive directors of the Board i 1,360  i 1,408  i 1,338 
Total (i) i 1,675  i 1,723  i 1,638 

Shares beneficially owned by the non-executive Directors
20232022
(number of shares)
Chairperson i   i 43,891 
Other non-executive directors of the Board i 94,718  i 152,298 
Total (i) i 94,718  i 196,189 
 / 
(i)Cash compensation is denominated in USD. Share based compensation is based on the market value of Millicom shares on the corresponding AGM date (2023: in total  i 42,141shares; 2022: in total  i 41,167 shares; 2021: in total  i 24,737 shares. Net remuneration comprised  i 75% in shares and  i 25% in cash (SEK) (2022:  i 73% in shares and  i 27% in cash; 2021:  i 73% in shares and  i 27% in cash).
The remuneration of executive management of Millicom comprises an annual base salary, an annual bonus, share based compensation, social security contributions, pension contributions and other benefits. Bonus and share based compensation plans (see note B.4.1.) are based on actual and future performance. Share based compensation is granted once a year by the Compensation and Talent Committee of the Board. If the employment of Millicom’s senior executives is terminated, severance of up to 12 months’ salary is potentially payable.
F-37

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
The annual base salary and other benefits of the Chief Executive Officer (CEO) and the Executive Vice Presidents (Executive team) are proposed by the Compensation and Talent Committee and approved by the Board.
 i 
Remuneration charge for the Executive Team
Mr. Mauricio RamosMr. Sheldon Bruha
Other Executive Team Members (6 members) (i)
(US$ ’000)
2023
Base salary i 1,225  i 644  i 3,034 
Bonus i 1,249  i 493  i 1,525 
Pension i 293  i 173  i 727 
Other benefits i 88  i 140  i 301 
MSU (amount earned) i   i   i  
Termination benefits i   i   i 804 
Total before share based compensation i 2,856  i 1,450  i 6,391 
Share based compensation(ii) i 11,831  i 2,449  i 7,383 
Total i 14,687  i 3,898  i 13,774 
Mr. Mauricio RamosMr. Sheldon BruhaMr. Tim Pennington
Other Executive Team Members (5 members) (i)
(US$ ’000)
2022
Base salary i 1,216  i 598  i 581  i 2,883 
Bonus i 1,650  i 541  i   i 2,044 
Pension i 287  i 144  i 87  i 663 
Other benefits i 82  i 67  i 40  i 312 
MSU (amount earned) i 373  i   i 67  i 174 
Termination benefits i   i   i 877  i  
Total before share based compensation i 3,608  i 1,351  i 1,653  i 6,076 
Share based compensation(ii) i 5,567  i 688  i 888  i 4,927 
Total i 9,175  i 2,039  i 2,540  i 11,004 
 / 

F-38

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Mr. Mauricio RamosMr. Tim Pennington
Other Executive Team Members (5 members) (i)
(US$ ’000)
2021
Base salary i 1,185  i 708  i 2,783 
Bonus i 2,164  i 969  i 2,718 
Pension i 284  i 106  i 652 
Other benefits i 88  i 46  i 791 
MSU (amount earned) i 991  i 198  i 545 
Total before share based compensation i 4,712  i 2,027  i 7,489 
Share based compensation(ii)  i 7,914  i 1,652  i 5,383 
Total i 12,626  i 3,679  i 12,872 
(i)    'For 2023, 'Other Executives' includes compensation paid to Mr. Maxime Lombardini (who joint the Group in September 2023). For 2023, 2022 and 2021, Other Executives' includes also compensation paid to Mr. Esteban Iriarte, former Chief Operating Officer (departed in May, 2023) and Ms Susy Bobenrieth (departed in December, 2023).
(ii)    See note B.4.1. for further details on share-based compensation. Calculated based on the closing Millicom share price on the Nasdaq in the US at the grant date.  i 1,132,654 and  i 916,219 were awarded in 2023 to Mauricio Ramos, Sheldon Bruha and the Executive Team (2022:  i 290,049 and  i 338,171, respectively; 2021:  i 196,904 and  i 211,578, respectively).

Share ownership and unvested share awards granted from Company equity plans to the Executive team
 i 
CEOExecutive teamTotal
(number of shares)
2023
Share ownership (vested from equity plans and otherwise acquired) i 459,948  i 259,694  i 719,642 
Share awards not vested i 1,082,451  i 490,736  i 1,573,187 
2022
Share ownership (vested from equity plans and otherwise acquired) i 426,607  i 297,061  i 723,668 
Share awards not vested i 519,006  i 593,765  i 1,112,771 
 / 

B.5. Other non-operating (expenses) income, net
 i 
Non-operating items mainly comprise changes in fair value of derivatives and the impact of foreign exchange fluctuations on the results of the Group.
Note202320222021
(US$ millions)
Change in fair value of derivativesC.7.2. i 4  i 12  i 3 
Change in fair value in investment in Milvik (i) i  ( i 6) i  
Change in fair value in investment in HT (ii)C.7.3. i   i   i 18 
Change in value of call option asset and put option liability (iii)C.7.4.( i 2)( i 1)( i 31)
Exchange gains (losses), net i 31 ( i 84)( i 42)
Other  i 3  i 1  i 2 
Total other non-operating (expenses) income, net i 36 ( i 78)( i 49)
(i) (Milvik) Please see note A.3.
(ii) In June 2021, Millicom disposed of its entire stake in Helios Towers (HT) for a total net consideration of $ i 163 million, triggering a net loss on disposal of $ i 15 million recorded in the statement of income under ‘other operating income (expenses), net’. The changes in fair value prior to the disposal were shown under "Other non-operating (expenses) income, net"
 / 
F-39

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
(iii) Until June 29, 2022, date on which the non-controlling shareholders of Tigo Panama exercised their put option right to sell their remaining  i 20% shareholding to Millicom (see note A.1.2.).
Foreign exchange gains and losses
Transactions denominated in a currency other than the functional currency are translated into the functional currency using exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions, and on translation of monetary assets and liabilities denominated in currencies other than the functional currency at year-end exchange rates, are recognized in the consolidated statement of income, except when deferred in equity as qualifying cash flow hedges.

B.6. Taxation
B.6.1. Income tax expense
Tax mainly comprises income taxes of subsidiaries and withholding taxes on intra-group dividends and royalties for use of Millicom trademarks and brands. Millicom operations are in jurisdictions with income tax rates of  i 10% to  i 35% levied on either revenue or profit before income tax (2022:  i 10% to  i 35%; 2021:  i 10% to  i 35%). Income tax relating to items recognized directly in equity is also recognized in equity.
 i 
Income tax charge
202320222021
(US$ millions)
Income tax (charge) credit
Withholding tax( i 81)( i 70)( i 56)
Other income tax relating to the current year( i 170)( i 165)( i 106)
Adjustments in respect of prior years( i 10)( i 39)( i 13)
Total
( i 261)( i 274)( i 175)
Deferred tax (charge) credit
Origination and reversal of temporary differences i 44  i 168  i 72 
Effect of change in tax rates i 1  i   i 29 
Tax income (expense) before valuation allowances i 45  i 168  i 101 
(Increase)/decrease in unrecognised deferred tax assets and impairment(i)( i 209)( i 114)( i 81)
Total
( i 164) i 54  i 20 
Adjustments in respect of prior years i 1 ( i 2)( i 3)
( i 163) i 52  i 17 
Tax (charge) credit on continuing operations( i 424)( i 222)( i 158)
Tax (charge) credit on discontinuing operations i  ( i 3)( i 31)
Tax expense ( i 424)( i 225)( i 189)
 / 
(i) Mainly due to the impairment of tax credits and deferred tax assets, resulting from the application of IAS12 over their recognition.
F-40

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
 i 
Reconciliation between the tax expense and tax at the weighted average statutory tax rate is as follows:
Income tax calculation
202320222021
Continuing operationsDiscontinued operationsTotalContinuing operationsDiscontinued operationsTotalContinuing operationsDiscontinued operationsTotal
(US$ millions)
Profit before tax i 175 i 4 i 179 i 238 i 116 i 354 i 728 i 3 i 731
Tax at the weighted average statutory rate( i 27)( i 1)( i 28)( i 47)( i 27)( i 74)( i 153)( i 1)( i 154)
Effect of:
Items taxed at a different rate i 10 i  i 10 i 37 i  i 37 i 9 i  i 9
Change in tax rates on deferred tax balances i 1 i  i 1 i  i  i  i 29 i  i 29
Expenditure not deductible and income not taxable( i 121) i 1( i 120) i 1 i 26 i 27 i 83( i 4) i 79
Unrelieved withholding tax( i 80) i ( i 80)( i 68) i ( i 68)( i 55) i ( i 55)
Accounting for associates and joint ventures i 13 i  i 13 i 9 i  i 9 i 41 i  i 41
Movement in deferred tax on unremitted earnings( i 2) i ( i 2) i 1 i  i 1( i 15) i ( i 15)
Unrecognized deferred tax assets and impairment of deferred tax assets( i 209) i ( i 209)( i 114)( i 2)( i 116)( i 138)( i 6)( i 144)
Recognition of previously unrecognized deferred tax assets i  i  i  i  i  i  i 57 i  i 57
Adjustments in respect of prior years( i 9) i ( i 9)( i 41) i ( i 41)( i 16)( i 20)( i 36)
Tax expense( i 424) i ( i 424)( i 222)( i 3)( i 225)( i 158)( i 31)( i 189)
Weighted average statutory tax rate i 15.4% i 15.6% i 19.7% i 20.9% i 21.0% i 21.1%
Effective tax rate i 242.3% i 236.9% i 93.3% i 63.6% i 21.7% i 25.9%
Tax expense increase from December 31, 2022, is mainly due to the impairment of tax credits and deferred tax assets in Colombia, resulting from the application of IAS12 over their recognition.
 / 

 i 
B.6.2. Current tax assets and liabilities
Current tax assets and liabilities for current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rate and tax laws used to compute the amount are those enacted or substantively enacted by the statement of financial position date.

 i 
B.6.3. Deferred tax
F-41

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Deferred tax is calculated using the liability method on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amount for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting, nor taxable profit or loss.
Deferred tax assets are recognized for all temporary differences including unused tax credits and tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized, except where the deferred tax assets relate to deductible temporary differences from initial recognition of an asset or liability in a transaction that is not a business combination, and, at the time of the transaction, affects neither accounting, nor taxable profit or loss. It is probable that taxable profit will be available when there are sufficient taxable temporary differences relating to the same tax authority and the same taxable entity which are expected to reverse in the same period as the expected reversal of the deductible temporary difference.
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilize them. Unrecognized deferred tax assets are reassessed at each statement of financial position date and are recognized to the extent it is probable that future taxable profit will enable the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rate expected to apply in the year when the assets are realized or liabilities settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date. Deferred tax assets and deferred tax liabilities are offset where legally enforceable set off rights exist and the deferred taxes relate to the same taxable entity and the same taxation authority.
 i 
Deferred tax
Fixed assetsUnused tax lossesUnremitted earningsOtherOffsetTotal
(US$ millions)
Balance at December 31, 2021( i 130) i 156 ( i 26)( i 34) ( i 34)
Deferred tax assets i 97  i 156  i   i 162 ( i 235) i 180 
Deferred tax liabilities( i 227) i  ( i 26)( i 196) i 235 ( i 214)
Balance at December 31, 2021( i 130) i 156 ( i 26)( i 34) ( i 34)
Transfers to Assets Held for Sale i 57  i   i  ( i 9)—  i 48 
(Charge)/credit to income statement i 29 ( i 131) i 1  i 153 —  i 52 
Charge to Other Comprehensive Income i   i   i   i 1 —  i 1 
Exchange differences i  ( i 3) i  ( i 8)— ( i 11)
Balance at December 31, 2022( i 44) i 22 ( i 25) i 103   i 56 
Deferred tax assets i 109  i 22  i   i 104 ( i 31) i 204 
Deferred tax liabilities( i 153) i  ( i 25)( i 1) i 31 ( i 148)
Balance at December 31, 2022( i 44) i 22 ( i 25) i 103   i 56 
(Charge)/credit to income statement( i 92)( i 24)( i 2)( i 47)— ( i 165)
Charge to Other Comprehensive Income i   i   i  ( i 1)— ( i 1)
Reclassification from other accounts (i) i 96  i   i   i  —  i 96 
Exchange differences i 7  i 2  i 1  i 4 —  i 14 
Balance at December 31, 2023( i 33) i  ( i 26) i 60   i 1 
Deferred tax assets i 88  i   i   i 64 ( i 11) i 141 
Deferred tax liabilities( i 121) i  ( i 26)( i 4) i 11 ( i 140)
Balance at December 31, 2023( i 33) i  ( i 26) i 60   i 1 
(i) Reclassification of certain tax credits from current tax assets to deferred tax assets in Colombia, resulting from the application of IAS12.

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:
 / 
F-42

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Fixed assetsUnused tax lossesOtherTotal
(US$ millions)
At December 31, 2023 i 122  i 5,623  i 518  i 6,263 
At December 31, 2022 i 90  i 5,535  i 71  i 5,696 
 i 
Unrecognized tax losses carryforward related to continuing operations expire as follows:
20232022
(US$ millions)
Expiry:
Within one year i 1  i  
Within one to five years i 15  i 3 
After five years i 1,612  i 1,598 
No expiry i 3,995  i 3,934 
Total i 5,623  i 5,535 
The Group has unrecognized tax losses in the following jurisdictions:
20232022
Jurisdiction:
(US$ millions)
Luxembourg i 5,108  i 5,197 
Colombia i 479  i 222 
Sweden i 16  i 16 
Panama i 12  i  
The Netherlands i 3  i 4 
Bolivia i 3  i 2 
Curacao i 1  i 94 
United Kingdom i 1  i  
Unrecognized tax losses
 i 5,623  i 5,535 
 / 
The aforementioned tax losses have not been recognized due to the remote possibility of utilizing all or portion of the total amount available in application of IAS 12.
With effect from 2017, Luxembourg tax losses incurred may be carried forward for a maximum of 17 years. Losses incurred before 2017 may be carried forward without limitation of time.
At December 31, 2023, Millicom had $ i 672 million of unremitted earnings of Millicom operating subsidiaries for which  i no deferred tax liabilities were recognized (2022: $ i 640 million; 2021: $ i 725 million). Except for intragroup dividends to be paid out of 2023 profits in 2024 for which deferred tax of $ i 26 million (2022: $ i 25 million; 2021 $ i 26 million) has been provided, it is anticipated that intra-group dividends paid in future periods will be made out of profits of future periods.








F-43

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
 i 
B.7. Earnings per share
Basic earnings (loss) per share are calculated by dividing net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during each year.
Diluted earnings (loss) per share are calculated by dividing the net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during each year, plus the weighted average number of dilutive potential shares.
 i 
Net profit/(loss) used in the earnings (loss) per share computation
202320222021(ii)
(US$ millions)
Basic and Diluted
Net profit (loss) attributable to equity holders from continuing operations ( i  i 86 / ) i  i 64 /  i  i 618 / 
Net profit (loss) attributable to equity holders from discontinued operations  i  i 4 /  i  i 113 / ( i  i 28 / )
Net profit (loss) attributable to all equity holders to determine the profit (loss) per share ( i  i 82 / ) i  i 177 /  i  i 590 / 
in thousands
Weighted average number of ordinary shares for basic earnings per share i 171,397 i 139,049 i 128,571
Effect of dilutive share-based compensation plans i  i 640 i 549
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution (i) i 171,397 i 139,690 i 129,120
(U.S. dollars)
Basic
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company ( i 0.50) i 0.46 i 4.81
Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company  i 0.02 i 0.81( i 0.22)
Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company ( i 0.48) i 1.27 i 4.59
Diluted
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company( i 0.50) i 0.46 i 4.79
Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company i 0.02 i 0.81( i 0.22)
Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company( i 0.48) i 1.27 i 4.57
(i) For the purpose of calculating the diluted earnings (loss) per common share, the weighted average outstanding shares used for the basic earnings (loss) per common share were increased only by the portion of the shares which have a dilutive effect on the earnings (loss) per common share. As a result, for years in which the Group has reported net loss, diluted net loss per share is the same as the basic net loss per share, because dilutive ordinary shares are not assumed to have been issued if their effect is anti-dilutive. Accordingly,  i 1,433 thousand potential ordinary shares as a result of share-based compensation plans were not considered in 2023 EPS as their impact was anti-dilutive.
(ii) As required by IAS 33 ‘Earnings per share’ the impact of the bonus element included within the rights offering (see note C.1. ) has been included in the calculations of the basic and diluted earnings per share for 2022 and comparative figures have been re-presented accordingly.
 / 

C.  i Capital structure and financing
 i 
C.1. Share capital, share premium and reserves
Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.
Where any Group company purchases the Company’s share capital, the consideration paid, including any directly attributable incremental costs, is shown under Treasury shares and deducted from equity attributable to the Company’s equity holders until the shares are canceled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of
F-44

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
any directly attributable incremental costs and the related income tax effects is included in equity attributable to the Company’s equity holders.
 i 
Share capital, share premium
20232022
Authorized and registered share capital (number of shares) i 200,000,000  i 200,000,000 
Subscribed and fully paid up share capital (number of shares) i 172,096,305  i 172,096,305 
Par value per share i 1.50  i 1.50 
Share capital (US$ millions) i 258  i 258 
Share premium (US$ millions) i 1,076  i 1,085 
Total (US$ millions) i 1,334  i 1,343 
 / 
On May 18, 2022, the Board of Directors of Millicom resolved on a rights offering (the "Rights Offering") granting preferential subscription rights to existing holders of shares and Swedish Depositary Receipts ("SDRs") to subscribe for up to  i 70,357,088 shares in aggregate. The result of the Rights Offering showed that  i 68,822,675 shares, including those represented by SDRs, have been subscribed for by the exercise of basic subscription rights. The remaining  i 1,534,413 shares, including those represented by SDRs, were allotted to those investors who subscribed for them pursuant to over subscription privileges. The Rights Offering was thus fully subscribed, and Millicom received proceeds amounting to approximately $ i 717 million after deducting underwriting commissions and other offering expenses of $ i 28 million.
As a result, the Rights Offering resulted in the issuance of  i 70,357,088 new shares, which increased the number of outstanding shares in Millicom from  i 101,739,217 to  i 172,096,305. The share capital also increased by $ i 106 million to $ i 258 million from $ i 153 million. The remaining $ i 611 million had been allocated to the Group's share premium account.
 i 
Other equity reserves
Legal reserve
Equity settled transaction reserve
Hedge reserve
Currency translation reserve
Pension obligation reserve
Total
(US$ millions)
As of January 1, 2021 i 16  i 50 ( i 19)( i 605)( i 4)( i 562)
Share based compensation—  i 18 — — —  i 18 
Issuance of shares with respect to LTIPs— ( i 25)— — — ( i 25)
Remeasurements of post-employment benefit obligations— — — —  i 2  i 2 
Cash flow hedge reserve movement— —  i 14 — —  i 14 
Currency translation movement— —  i 1 ( i 41)— ( i 41)
As of December 31, 2021 i 16  i 43 ( i 3)( i 646)( i 3)( i 593)
Share based compensation—  i 25 — — —  i 25 
Issuance of shares with respect to LTIPs— ( i 17)— — — ( i 17)
Remeasurements of post-employment benefit obligations— — — — ( i 2)( i 2)
Cash flow hedge reserve movement— —  i 8 —  i 1  i 9 
Currency translation movement— — —  i 20 —  i 20 
As of December 31, 2022 i 16  i 51  i 5 ( i 626)( i 4)( i 559)
Share based compensation—  i 50 — — —  i 50 
Issuance of shares with respect to LTIPs— ( i 40)— — — ( i 40)
Remeasurements of post-employment benefit obligations— — — — ( i 2)( i 2)
Transfer to legal reserves i 2 — — — —  i 2 
Cash flow hedge reserve movement— — ( i 7)— — ( i 7)
Currency translation movement— — —  i 56 —  i 56 
As of December 31, 2023 i 18  i 61 ( i 2)( i 571)( i 6)( i 500)
 / 

C.1.1. Legal reserve
F-45

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
If Millicom International Cellular S.A. reports an annual net profit on a non-consolidated basis, Luxembourg law requires appropriation of an amount equal to at least 5% of the annual net profit to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution. In 2023, the AGM approved an allocation to the legal reserve for an amount of $ i 1.9 million as a result of the capital increase which took place in 2022. No allocation was required in 2021 or 2022 as the 10% minimum level had been reached in 2011.

C.1.2. Equity settled transaction reserve
The cost of long-term share incentive plans ("LTIPs ")is recognized as an increase in the equity-settled transaction reserve over the period in which the performance and/or service conditions are rendered. When shares under the LTIPs vest and are issued the corresponding reserve is transferred to share premium.

C.1.3. Hedge reserve
The effective portions of changes in value of cash flow hedges are recorded in the hedge reserve (see note C.1. ).

C.1.4. Currency translation reserve
The currency translation reserve includes foreign exchange gains and losses arising from translations of subsidiaries (joint ventures and associates) with functional currencies different to US dollar. Their relevant financial position captions are translated to US dollars using the closing exchange rate; while their relevant statement of income captions are translated to US dollars at monthly average exchange rates during the year. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.

C.2. Dividend distributions
No dividend distributions were made in the last three years as the Group pivoted its shareholder's remuneration strategy to share buybacks.
In addition, the ability of the Company to make dividend payments is subject to, among other things, the terms of indebtedness, legal restrictions and the ability to repatriate funds from Millicom’s various operations. At December 31, 2023, $ i 491 million (December 31, 2022: $ i 472 million; December 31, 2021: $ i 486 million) of Millicom’s retained profits represent statutory reserves that are unavailable to be distributed to owners of the Company.

C.3. Debt and financing
F-46

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
 i 
Debt and financing by type (i)
Note
20232022
(US$ millions)
Debt and financing due after more than one year
BondsC.3.1. i 4,638  i 4,879 
BanksC.3.2. i 1,832  i 1,776 
Other financing (ii) i 38  i 30 
Total non-current financing i 6,508  i 6,686 
Less: portion payable within one year( i 32)( i 61)
Total non-current financing due after more than one year i 6,476  i 6,624 
Debt and financing due within one year
BondsC.3.1. i 111  i 101 
BanksC.3.2. i 59  i 18 
Other financing i 18  i  
Total current debt and financing i 188  i 119 
Add: portion of non-current debt payable within one year i 32  i 61 
Total i 221  i 180 
Total debt and financing i 6,697  i 6,804 
(i)    See note D.1.1.. for further details on maturity profile of the Group debt and financing.
(ii) In July 2018, the Company issued a COP i 144,054.5 million /$ i 50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at  i 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in Colombia.

Debt and financing by location
20232022
(US$ millions)
Millicom International Cellular S.A. (Luxembourg) i 2,388  i 2,573 
Guatemala i 1,463  i 1,465 
Colombia i 713  i 605 
Paraguay i 665  i 678 
Bolivia i 246  i 260 
Panama i 759  i 773 
Costa Rica i 142  i 128 
El Salvador i 174  i 173 
Nicaragua i 148  i 147 
Total debt and financing i 6,697  i 6,804 
 / 
Debt and financing are initially recognized at fair value, net of directly attributable transaction costs. They are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the effective interest rate. Any difference between the initial amount and the maturity amount is recognized in the consolidated statement of income over the period of the borrowing. Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months from the statement of financial position date.
F-47

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
C.3.1. Bond financing
Bond financing
NoteCountryMaturityInterest Rate %20232022
(US$ millions)
SEK Variable Rate NotesLuxembourg2024
STIBOR (i) +  i 2.350%
 i   i 191 
SEK Variable Rate NotesLuxembourg2027
STIBOR (i) +  i 3.000%
 i 222  i 214 
USD  i 4.500% Senior Notes
Luxembourg2031 i 4.500 % i 766  i 779 
USD  i 6.625% Senior Notes
Luxembourg2026 i 6.625 % i 147  i 147 
USD  i 6.250% Senior Notes
Luxembourg2029 i 6.250 % i 671  i 670 
USD  i 5.125% Senior Notes
Luxembourg2028 i 5.125 % i 446  i 446 
USD  i 5.875% Senior Notes
Paraguay2027 i 5.875 % i 507  i 508 
PYG  i 8.750% Notes (tranche A)
Paraguay2024 i 8.750 % i 16  i 16 
PYG  i 9.250% Notes (tranche B)
Paraguay2026 i 9.250 % i 7  i 7 
PYG  i 10.000% Notes (tranche C)
Paraguay2029 i 10.000 % i 9  i 9 
PYG  i 9.250% Notes (tranche D)
Paraguay2026 i 9.250 % i 1  i 1 
PYG  i 10.000% Notes (tranche E)
Paraguay2029 i 10.000 % i 3  i 3 
PYG  i 9.250% Notes (tranche F)
Paraguay2027 i 9.250 % i 2  i 2 
PYG  i 10.000% Notes (tranche G)
Paraguay2030 i 10.000 % i 3  i 3 
PYG  i 6.000% Notes (tranche H)
Paraguay2026 i 6.000 % i 13  i 13 
PYG  i 6.700% Notes (tranche I)
Paraguay2028 i 6.700 % i 20  i 19 
PYG  i 7.500% Notes (tranche J)
Paraguay2031 i 7.500 % i 22  i 22 
BOB  i 5.800% Notes
Bolivia2026 i 5.800 % i 29  i 35 
BOB  i 4.850% Notes
Bolivia2023 i 4.850 % i   i 14 
BOB  i 3.950% Notes
Bolivia2024 i 3.950 % i 7  i 14 
BOB  i 4.600% Notes
Bolivia2024 i 4.600 % i 20  i 41 
BOB  i 4.300% Notes
Bolivia2029 i 4.300 % i 13  i 15 
BOB  i 4.700% Notes
Bolivia2024 i 4.700 % i 10  i 21 
BOB  i 5.300% Notes
Bolivia2026 i 5.300 % i 6  i 8 
BOB  i 5.000% Notes
Bolivia2026 i 5.000 % i 42  i 48 
BOB  i 6.000% Notes
Bolivia2028 i 6.000 % i 57  i  
UNE Bond 2 (tranches A and B)
Colombia2023
CPI (ii) +  i 4.76%
 i   i 31 
UNE Bond 3 (tranche A)
Colombia2024   i +9.35% i 42  i 33 
UNE Bond 3 (tranche B)
Colombia2026
CPI (ii) +  i 4.15%
 i 66  i 53 
UNE Bond 3 (tranche C)
Colombia2036
CPI (ii) +  i 4.89%
 i 33  i 26 
UNE Bond  i 6.600%
Colombia2030 i 6.600 % i 39  i 31 
UNE Bond 4 (tranche A)
Colombia2028 i 5.560 % i 30  i 24 
UNE Bond 4 (tranche B)
Colombia2031
CPI (ii) + i 2.61%
 i 74  i 59 
UNE Bond 4 (tranche C)
Colombia2036
CPI (ii) +  i 3.18%
 i 22  i 18 
UNE Bond 7 (tranche A)
Colombia2026
CPI +  i 8.10%
 i 3  i  
UNE Bond 7 (tranche B)
Colombia2027
CPI +  i 8.25%
 i 4  i  
USD  i 4.500% Senior Notes
Panama2030 i 4.500 % i 575  i 589 
USD  i 5.125% Senior Notes
10 Guatemala2032 i 5.125 % i 823  i 870 
Total bond financing i 4,750  i 4,980 
(i)    STIBOR – Swedish Interbank Offered Rate.
(ii)    CPI - Colombian Consumer Price Index


F-48

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Luxembourg
(1)    SEK Notes
In May 2019, MIC S.A. completed its offering of a SEK  i 2 billion floating rate senior unsecured sustainability bond due 2024 (the "2024 SEK bond"). The bond carried a floating coupon of 3-month Stibor+ i 235bps. The Notes were redeemed in full on June 8, 2023 and cost of issuance fully amortized, accordingly. The 2024 SEK bond was swapped with various banks to hedge its principal and interest rate exposure, pursuant to which it effectively paid fixed-rate coupons in US dollars between  i 4.990% and  i 4.880%. The Group settled the swaps on the same date for $ i 23 million.
On January 10, 2022, Millicom placed a SEK  i 2.2 billion floating rate senior unsecured sustainability bond due on 2027 (the "2027 SEK bond") carrying a floating coupon priced at 3-month Stibor+ i 300bps. Costs of issuance of $ i 2.4 million is amortized over the  i five year life of the bond (the effective interest rate is  i 3.23%). The 2027 SEK bond is swapped to US dollars to hedge the exchange risk of its principal and interest payments (see D.1.2.).
(2) (2031) USD  i 4.500% Senior Notes
On October 19, 2020, MIC S.A. issued $ i 500 million aggregate principal amount of  i 4.500% Senior Notes due 2031. The Notes bear interest at  i 4.500% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to early redeem MIC S.A.'s $ i 500 million  i 6.000% Senior Notes due 2025. Costs of issuance of $ i 5.5 million is amortized over the  i eleven-year life of the notes (the effective interest rate is  i 4.800%).
On September 22, 2021, Millicom announced the early participation exchange results from its offer dated September 8, 2021; $ i 302.1 million of the  i 6.625% Notes due 2026 were exchanged for $ i 307.5 million of the  i 4.5% Notes due 2031 (at  i 101.812% exchange ratio). The gain of $ i 15 million, derived from applying the "modification accounting" under IFRS 9 to this exchange, has been recorded under "Interest and other financial income" in the statement of income during the year ended December 31, 2021. Transaction costs attributable to this exchange amount to approximately $ i 4 million and are amortized over the remaining life of the Notes due 2031.
In November and December 2023, Millicom repurchased some of the 2031 USD  i 4.500% Senior Notes on the open market for a total amount of $ i 12 million. The difference with their carrying value of $ i 16 million has been recognized as financial income. The corresponding Notes have subsequently been cancelled.
(3)    (2026) USD  i 6.625% Senior Notes
In October 2018, MIC S.A. issued $ i 500 million aggregate principal amount of  i 6.625% Senior Notes due 2026. The Notes bear interest at  i 6.625% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to finance Cable Onda’s acquisition. Costs of issuance of $ i 6 million were amortized over the  i eight-year life of the notes (the effective interest rate is  i 6.750%).
As aforementioned, $ i 302.1 million of the  i 6.625% Notes due 2026 were exchanged during 2021 for $ i 307.5 million of newly issued  i 4.5% Notes due 2031.
On February 22, 2021, Millicom redeemed  i 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of  i 103%. This redemption followed Millicom’s announcement dated February 11, 2021. Total consideration of approximately $ i 180 million was funded from cash, consistent with the Company's decision to prioritize debt reduction. The redemption premium of $ i 5 million and the accelerated amortization of the upfront costs of $ i 3 million, have been recorded in the line "Interest and other financial expenses" in the statement of income during the year ended December 31, 2021.
(4)    (2029) USD  i 6.250% Senior Notes
In March 2019, MIC S.A. issued $ i 750 million of  i 6.250% notes due 2029. The notes bear interest at  i 6.250% p.a., payable semi-annually in arrears on March 25 and September 25 of each year, starting on September 25, 2019. The net proceeds were used to finance, in part, the completed Telefónica CAM Acquisitions. Costs of issuance of $ i 8.2 million are amortized over the  i ten-year life of the notes (the effective interest rate is  i 6.360%). On February 22, 2021, Millicom redeemed  i 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of  i 103%. See above.
(5)    (2028) USD  i 5.125% Senior Notes
In September 2017, MIC S.A. issued a $ i 500 million,  i ten-year bond due January 2028, with an interest rate of  i 5.125%. Costs of issuance of $ i 7 million are amortized over the  i ten year life of the notes (effective interest rate is  i 5.240%). On February 22, 2021, Millicom redeemed  i 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of  i 103%. See above.
Paraguay
(6)    (2027) USD  i 5.875% Senior Notes and (2024-2031) PYG Notes
In April 2019, Telefónica Celular del Paraguay S.A.E. (Telecel) issued $ i 300 million  i 5.875% senior notes due 2027. The notes bear interest at  i 5.875% p.a., payable semi-annually in arrears on April 15 and October 15 of each year, starting on October 15, 2019. The
F-49

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
net proceeds were used to finance the repurchase of the Telecel  i 6.750% 2022 notes. Costs of issuance of $ i 4 million are amortized over the  i eight-year life of the notes (the effective interest rate is  i 6.04%). On January 28, 2020, Telecel issued at a premium $ i 250 million of  i 5.875% Senior Notes due 2027 (the "New Notes"), representing an additional issuance from the Senior Notes described above. The New Notes are treated as a single class with the initial notes, and were priced at  i 106.375% for an implied yield to maturity of  i 4.817%. The corresponding $ i 15 million premium received is amortized over the Senior Notes maturity. On November 4, 2022, Telecel announced a tender offer (early tender consideration for $ i 927.5 for each $1,000 principal amount of notes) to purchase for cash up to $ i 55 million in aggregate principal amount of the Senior Notes. On November 20, 2022, Telecel announced that approximately $ i 47 million in principal amount of the mentioned Notes, have been accepted and settled on November 21, 2022. Late tender expired on December 6, 2022 with no further tendered Notes. Total consideration amounted to approximately $ i 44 million with a net financial income impact of $ i 3 million given the Notes were repurchased below their par value.
In May 2020, Telefónica Celular del Paraguay, S.A.E.. completed the acquisition of another Millicom subsidiary in Paraguay - Mobile Cash Paraguay S.A , and further on June 30, 2020, the acquisition of Servicios y Productos Multimedios S.A.. Effective as of those dates, these new entities now form part of the borrower's group for the purposes of the $ i 550 million  i 5.875% Senior Notes due 2027 issued by Telefónica Celular del Paraguay, S.A.E.. In addition, as of July 7, 2020 Servicios y Productos Multimedios S.A. became guarantor of the  i 5.875% Notes due 2027.
Between June 2019 and February 2020, Telecel registered and completed the issuance of a bond program for PYG  i 300,000 million (approximately $ i 41 million using December 31, 2023 exchange rate) program on the Paraguayan stock market, launched in different series from  i 5 years to  i 10 years.
On October 1, 2021, Telecel issued another PYG  i 400,000 million bond (approximately $ i 54 million using December 31, 2023 exchange rate) in three series with fixed interest rates between  i 6% to  i 7.5% and a repayment period from  i 5 to  i 10 years.
Bolivia
(7)    BOB Notes
In November 2015, Telefónica Celular de Bolivia S.A. issued a BOB  i 696 million (approximately $ i 100 million) of notes in two series, series A for BOB  i 104.4 million (approximately $ i 15 million), with a fixed annual interest rate of  i 4.050%, maturing in August 2020 and series B for BOB  i 591.6 million (approximately $ i 85 million) with a fixed annual interest rate of  i 4.850%, maturing in August 2023. The bond has coupon with interest payable semi-annually in arrears in March and September during the first two years, thereafter each February and August. The effective interest rate is  i 4.840%. These bonds are listed on the Bolivia Stock Exchange. In January 2023, Telefónica Celular de Bolivia S.A. fully repaid the  i 4.850% notes which were due in August 2023.
In August 2016, Telefónica Celular de Bolivia S.A. issued a new bond for a total amount of BOB  i 522 million consisting of two tranches (approximately $ i 50 million and $ i 25 million, respectively). Tranche A and B bear fixed interest at  i 3.950% and  i 4.300%, and will mature in June 2024 and June 2029, respectively. These bonds are listed on the Bolivia Stock Exchange.
In October 2017, Telefónica Celular de Bolivia S.A placed approximately $ i 80 million of local currency bonds in three tranches, which mature in 2022, 2024 and 2026 with a  i 4.300% ,  i 4.700% and  i 5.300% respectively. These bonds are listed on the Bolivia Stock Exchange.
In July 2019 Telefónica Celular de Bolivia S.A issued  i two bonds one for BOB  i 420 million (approximately $ i 61 million) with a  i 5.000% coupon maturing on August 2026 and another one for BOB  i 280 million (approximately $ i 40 million) with a  i 4.600% coupon maturing on August 2024. Interest payments are semiannual and both bonds are listed on the Bolivia Stock Exchange.
In December 2020, Telefónica Celular de Bolivia S.A. issued BOB  i 345 million (approximately $ i 50 million) senior notes which were priced at  i 5.800% due in 2026.
In November 2023, Tigo Bolivia issued a  i 6.00% local bond for an amount of BOB  i 387.5m (approximately $ i 56 million at the time of the transaction) which is due in July 2028 to refinance some debt repayments, finance capex and general corporate purposes.
Colombia
(8)    UNE Bonds
In May 2011, UNE EPM Telecomunicaciones S.A. ("UNE") issued a COP i 300 billion (approximately $ i 126 million) bond consisting of two equal tranches with five and  i twelve-year maturities. Interest rates are variable and depend on the tranche. Tranche A had variable interest, based on CPI, in Colombian peso and paid in Colombian peso. Tranche B bears variable interest, based on CPI, in Colombian peso and paid in Colombian peso. UNE applied the proceeds to finance its investment plan. Tranche A matured in October 2016 and tranche B was repaid in December 2023.
In May 2016, UNE issued a COP i 540 billion bond (approximately $ i 176 million) consisting of three tranches (approximately $ i 52 million, $ i 83 million and $ i 41 million respectively). Interest rates are either fixed or variable depending on the tranche. Tranche A bears fixed interest at  i 9.350%, while tranche B and C bear variable interest, based on CPI, (respective margins of CPI +  i 4.150% and
F-50

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
CPI +  i 4.890%), in Colombian peso. UNE applied the proceeds to finance its investment plan and repay one bond (COP i 150 billion tranche). Tranches A, B and C will mature in May 2024, May 2026 and May 2036, respectively.
In March 2020, UNE issued local bonds for an amount of COP  i 150 billion (approximately $ i 44 million) to repay an existing bond for the same value, with a  i 6.600% fixed rate for  i 10 years.
On February 16, 2021, UNE issued under the approved local bond program, a COP  i 485,680 million bond (approximately $ i 138 million using the transaction date exchange rate) with 3 maturities; Series  i 7 years at  i 5.56% fixed rate, Series  i 10 years at CPI plus  i 2.61% and Series  i 15 years at CPI plus  i 3.18% margin. With the aim to improve UNE’s natural hedge against local currency, the bond proceeds were used on March 26, 2021 to partially repay  i 50% of the $ i 300 million syndicated loan of Colombia Movil S.A. (originally due in December 2024).
On January 5, 2023, UNE issued a COP i 230 billion (approximately $ i 50 million at the time of the transaction) bond consisting of two tranches with three and four and a half-year maturities. Interest rates are variable, based on CPI + a margin, and interest is payable in Colombian peso.
On August 28, 2023, Millicom designated UNE, Colombia Móvil S.A. E.S.P., Edatel S.A. E.S.P., Orbitel Servicios Internacionales S.A.S., Cinco Telecom Corp., Inversiones Telco S.A.S. and Emtelco S.A.S. (collectively, the “Colombia Unrestricted Subsidiaries), which are the entities constituting its Colombian operations as “Unrestricted Subsidiaries under the  i 4.500% Notes, the  i 6.625% Notes, the  i 5.125% Notes, the  i 6.250% Notes, the SEK Bond, COP Bond and several of its financing agreements (see note G.6.)
Panama
(9) Cable Onda Bonds
In November 2019, Cable Onda issued $ i 600 million aggregate principal amount of  i 4.500% senior notes due 2030 payable in U.S. dollars, registered with the Superintendencia del Mercado de Valores de Panamá and listed on the Luxembourg Stock Exchange and on the Panamá Stock Exchange. The Notes bear interest from November 1, 2019 at a rate of  i 4.500% per annum, payable on January 30, 2020, for the first payment and thereafter semiannually in arrears on each interest payment date. The proceeds were used to fund the Panama Acquisition and to refinance certain local financing. Costs of issuance of $ i 16 million, which include an original issue discount (OID) is amortized over the  i ten-year life of the notes (the effective interest rate is  i 4.690%).
In December 2023, Cable Onda repurchased some of these Senior notes on the open market for a total amount of $ i 13 million. The difference with their carrying value of $ i 16 million has been recognized as a financial income. The corresponding Notes have subsequently been cancelled.
Guatemala
(10)    (2032) USD  i 5.125% Senior Notes
On January 27, 2022, the Group's principal subsidiary in Guatemala, Comunicaciones Celulares, S.A. ("Comcel"), completed the issuance of  i 10-year $ i 900 million Senior Notes with a coupon of  i 5.125% per annum. The proceeds from this bond were used to repay a significant portion of the bridge financing that was used to fund the acquisition of the remaining  i 45% equity interest in the Tigo Guatemala operations (see note A.1.2.).
On November 4, 2022, Comcel announced a tender offer (early tender consideration for $ i 822.5 for each $1,000 principal amount of notes) to purchase for cash up to $ i 90 million in aggregate principal amount of the Senior Notes. On November 20, 2022, Comcel announced that approximately $ i 19 million in principal amount of the mentioned Notes, have been accepted and settled on November 21, 2022. Late tender expired on December 6, 2022 with no further tendered Notes. Total consideration amounted to approximately $ i 16 million with a net financial income impact of $ i 3 million given the Notes were repurchased below their par value.
In November and December 2023, Comcel repurchased some of these Senior Notes on the open market for a total amount of $ i 42 million . The difference with their carrying value of $ i 49 million has been recognized as financial income. The corresponding Notes have subsequently been cancelled.

C.3.2. Bank and Development Financial Institution financing
F-51

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
NoteCountryMaturity rangeInterest rate 20232022
(US$ millions)
Fixed rate loans
PYG Long-term loans1Paraguay2023-2028Fixed i 63  i 76 
USD - Long-term loans2Panama2025-2026Fixed i 185  i 185 
BOB Long-term loans3Bolivia2023-2028Fixed i 62  i 64 
GTQ Long-term loans8Guatemala2023-2030Fixed i 640  i 595 
Variable rate loans
USD Long-term loans4Costa Rica2026Variable i 32  i 32 
CRC Long-term loans4Costa Rica2026Variable i 110  i 96 
COP Long-term loans5Colombia2025-2031Variable i 331  i 280 
USD Long-term loans5Colombia2024Variable i 50  i 50 
USD Credit Facility / Senior Unsecured Term Loan Facility6El Salvador2026-2027Variable i 174  i 173 
USD Long-term loans6Nicaragua2027Variable i 148  i 147 
USD Revolving Credit Facility(i)7Luxembourg2025Variable( i 2)( i 3)
USD DNB Bilateral7Luxembourg2026Variable i 100  i 99 
Total Bank and Development Financial Institution financing i 1,891  i 1,794 
(i)     Relates to the amortized costs of the undrawn RCF that the Company entered into in October 2020 - see point 7 below.
Below are some further details on the facilities disclosed in the table above. When applicable, local currency amounts are translated in USD using the exchange rate at the time of obtaining them.
1.Paraguay
In July 2018, Telefónica Celular del Paraguay S.A.E. executed a  i seven-year loan with Regional Bank for PYG  i 115,000 million (approximately $ i 18 million) with a final maturity in 2025.
In January 2019, Telefónica Celular del Paraguay S.A.E. obtained a  i seven-year loan from BBVA Bank for PYG  i 177,000 million (approximately $ i 29 million at the date of the transaction) which is due on November, 26, 2025.
In September 2019, Telefónica Celular del Paraguay S.A.E. executed an amended and restated agreement with Banco Continental S.A.E.C.A., to consolidate three existing loans, for a PYG  i 370,000 million (approximately $ i 57 million). The new loan has a maturity of  i 7 years.
In December 2020, Telecel executed a credit agreement with Banco Continental S.A.E.C.A for PYG  i 200,000 million (approximately $ i 29 million) with a duration of  i 2.5 years. Main aim was to refinance outstanding bank loans with maturities from 2021 to 2025.
In December 2021, Telecel entered into a new loan of PYG  i 50,000 million (approximately $ i 7 million) with GNB to refinance an outstanding bank loan with Banco Itaú. This loan bears fixed interest and will mature in 2024.
2.Panama
In August 2019, Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) entered into  i two credit agreements, one with Banco Nacional de Panama S.A , for $ i 75 million which bears a fixed interest and has a  i 5 year duration and another one with the Bank of Nova Scotia (Sucursal Panama) for $ i 75 million with a fixed interest and a  i five year duration to finance and refinance working capital and capital expenditures. In October 2020 and September 2021, the $ i 75 million credit agreement with Banco Nacional de Panama S.A. has been early repaid. On July 29th, 2022 the $ i 75 million loan with The Bank of Nova Scotia was repaid.
In December 2020, Telecomunicaciones Digitales, S.A. executed a credit agreement with Bank of Nova Scotia with a  i 60 month duration for $ i 110 million divided into  i 2 tranches. Tranche A ($ i 85 million) was disbursed on December 2020 to partially recall the Local Bond ($ i 85 million) and Tranche B ($ i 25 million) was disbursed on March 1, 2021.
On August 31, 2021, Telecomunicaciones Digitales, S.A. executed an agreement with Bank of Scotia for $ i 75 million at a fixed rate. The facility was used to repay Cable Onda's remaining balance under the  i 5.75% local bond, which was initially due on September 3, 2025.

F-52

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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3.Bolivia
In June 2018, Telefónica Celular de Bolivia S.A. ("Tigo Bolivia") entered into a two tranche loan agreement with Banco BISA S.A for BOB  i 69.6 million (approximately $ i 10 million) each, with a fixed interest rate. The loans have a term of  i 7 years.
In November 2019, they executed a new loan with Banco de Crédito de Bolivia S.A for Bs.  i 78 million (approximately $ i 11 million), with semiannual payments and a fixed interest rate. The loan has a term of  i 4 years.
In October 2021, Tigo Bolivia signed additional credit facilities for a total amount of approximately $ i 26 million with a repayment period between  i 2.5 and  i 5 years and bearing fixed interest rate.
In July 2022, Tigo Bolivia signed two new loan agreements for a total amount of approximately $ i 8 million and a repayment period of  i five years, bearing fixed interest rate.
In February and August 2023, Tigo Bolivia signed a total of  i seven new bank loan agreements in local currency, all bearing fixed interest rates, for a corresponding total amount of approximately $ i 53 million, and a repayment period between  i 1 and  i 5 years. The proceeds were used to refinance certain local financing. Out of these, approximately $ i 20 million are guaranteed by stand-by letters of credit which were issued by Banco Latinoamericano de Comercio Exterior - Bladex S.A..
4.Costa Rica
On October 25, 2021, Millicom Cable Costa Rica S.A. executed new syndicated loan entered into by the Company and Millicom Cable Costa Rica as co-borrowers for an amount of $ i 125 million. This loan has  i 2 tranches, a USD $ i 33 million tranche with a SOFR+ margin and a local currency tranche at TBP+margin for an amount equivalent to $ i 92 million.
5.Colombia
On December 14, 2021, UNE EPM Telecomunicaciones S.A. entered into an ESG Linked agreement with Bancolombia for a COP  i 450,000 million (approximately $ i 94 million at the December 31, 2023 exchange rate) loan with a variable rate and a maturity of  i 7 years.
On December 20, 2019, the Group's operation in Colombia executed an amendment to the $ i 300 million loan between Colombia Móvil S.A. E.S.P. as borrower and UNE EPM Telecomunicaciones S.A., as guarantor with a consortium of banks to extend the maturity for  i 5 years (now due on December 20, 2024) and lower the applicable margin. On March 26, 2021, $ i 150 million were paid.
On September and November 2020, Colombia executed  i 4 new cross currency swaps of $ i 25 million each with Bancolombia, JP Morgan and BBVA to complete $ i 100 million and hedge the exposure of a portion of the $ i 300 million Syndicated Loan Agreement, fixing the exchange and interest rates (see note D.1.2.).
On January 21, 2022, Colombia Movil S.A. repaid $ i 100 million of the outstanding amount of the aforementioned Syndicated Loan Agreement. On January 19, 2022, the respective cross currency swaps with Bancolombia and JP Morgan for $ i 25 million, each, were terminated. This resulted in a gain and cash settlement of $ i 26 million (see note D.1.2.).
As of December 31, 2023, there is still $ i 50 million outstanding under the Syndicated Loan Agreement, which is covered by cross currency and interest rate swaps.
On October 5, 2022 UNE EPM Telecomunicaciones S.A. entered into a credit loan with Bancolombia for COP  i 85,000 million loan (approximately $ i 18 million) with a variable rate at Incremental Borrowing Rate +margin and a maturity of 1 year. The loan was extended to December 2023 when it was fully repaid.
6.El Salvador and Nicaragua
On December 26, 2021, Telemovil El Salvador S.A. ("Telemovil") executed a new credit agreement for $ i 100 million with a  i 5 year maturity, which bears a variable interest to refinance the $ i 100 million loan agreement dated March 23, 2018 with DNB and Nordea, which was entirely repaid on December 29, 2021. The credit agreement is guaranteed by Millicom.
On September 12, 2022, Telefonia Celular de Nicaragua, S.A. ("Nicaragua") and Telemovil entered into a new Credit and Guaranty Agreement with Bank of Nova Scotia as Administrative Agent and Citigroup and Bladex as Joint Lead Arrangers, and with the Company as Guarantor for $ i 225 million Unsecured Term Loan with a  i 5-year maturity. The allocated portion for Telemovil is $ i 75 million and the allocated portion for Nicaragua is $ i 150 million. The proceeds have been used to partially repay loans with other companies within the Group. The interest rate for this loan is SOFR based plus a margin.
7.Luxembourg
In October 2020, MICSA. entered into a  i 5 year, $ i 600 million ESG-linked revolving credit facility (the "Facility") with a syndicate of  i 11 commercial banks. This facility was not drawdown so far and could be used for financing of working capital or for general corporate purposes, if needed.
F-53

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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8.Guatemala
In October 2020, Tigo Guatemala executed several credit agreements with Banco Industrial, Banco G&T Continental, Banco de America Central and Banco Agromercantil for a total amount of GTQ  i 3,223 million (approximately $ i 413 million) for 5 and  i 7 year term to refinance other credit agreements to finance and refinance working capital, capital expenditures and general corporate purposes.
On December 9, 2021, the Guatemalan operations entered into the following loan agreements:
a GTQ  i 950 million loan with Banco Industrial (approximately $ i 123 million) which bears a fixed interest initially due in October 2025. In April 2023, the debt maturity was extended to October 31, 2028.
 i two loans for a total of GTQ  i 500 million with Banco G&T Continental S.A. (approximately $ i 65 million) which bear a fixed interest rate and mature in December 2026.
On March 31, 2022, Comcel executed a new  i 5-year $ i 150 million loan agreement with Banco de Desarrollo Rural, S.A.. Proceeds were disbursed on April 27, 2022 and were used to refinance some of the credit agreements Comcel had with Banco Industrial. In December 2023, the debt maturity was extended to March, 2028.
On June 13, 2023, Comcel, executed a new  i 7-year loan with Banco Industrial up to GTQ  i 400 million (approximately $ i 51 million), bearing a fixed interest rate, mainly to finance the acquisitions of spectrum (refer to E.1..).
Right of set-off and derecognition
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
A financial asset (or a part of a financial asset or part of a group of similar financial assets) is derecognized when:
•    Rights to receive cash flows from the asset have expired; or
•    Rights to receive cash flows from the asset have been transferred to a third party or the Group has retained the contractual rights to receive the contractual rights to receive the cash flows from the asset, but has assumed a contractual obligation to pass those cash flows under a “pass-through” arrangement.
When rights to receive cash flows from an asset have been transferred or a pass-through arrangement concluded, an evaluation is made if and to what extent the risks and rewards of ownership have been retained. When the Group has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
A financial liability is derecognized when the obligation under the liability is discharged or canceled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of income.

C.3.3. Interest and other financial expenses
 i 
The Group’s interest and other financial expenses comprised the following:
202320222021
(US$ millions)
Interest expense on bonds and bank financing( i 477)( i 434)( i 329)
Interest expense on leases( i 117)( i 124)( i 113)
Early redemption charges( i 1) i  ( i 5)
Others( i 117)( i 59)( i 47)
Total interest and other financial expenses( i 712)( i 617)( i 495)
 / 

C.3.4. Guarantees and pledged assets
F-54

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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Guarantees
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognized, less cumulative amortization.
Liabilities to which guarantees are related are recorded in the consolidated statement of financial position under Debt and financing, and liabilities covered by supplier guarantees are recorded under Trade payables or Debt and financing, depending on the underlying terms and conditions.
 i 
Maturity of guarantees
Bank and financing guarantees (i)Supplier guarantees
TermsAs at December 31, 2023As at December 31, 2022As at December 31, 2023As at December 31, 2022
Outstanding and Maximum exposureOutstanding and Maximum exposure
0-1 year i 15  i 13  i 1  i 2 
1-3 years i 322  i 70  i   i  
3-5 years i 169  i 418  i   i  
Total i 505  i 501  i 1  i 2 
 / 
(i) If non-payment by the obligor, the guarantee ensures payment of outstanding amounts by the Group's guarantor.
Pledged assets
As at December 31, 2023, the Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to cover letters of credit, or guarantees issued was $ i 505 million (December 31, 2022: $ i 501 million). At December 31, 2023 there were $ i 6 million pledged deposits (2022:  i nil) by the Group over these debts and financings. The remainder represented primarily guarantees issued by Millicom S.A. to guarantee financings raised by other Group operating entities.

C.3.5. Covenants
Millicom’s financing facilities are subject to a number of covenants including net leverage ratio, debt service coverage ratios, or debt to earnings ratios, among others. In addition, certain of its financings contain restrictions on sale of businesses or significant assets within the businesses. At December 31, 2023, there were no breaches of financial covenants.

C.4. Lease liabilities
 i 
At December 31, 2023, lease liabilities are presented in the statement of financial position as follows:
December 31, 2023December 31, 2022
(US$ millions)
Current i 189  i 163 
Non-Current i 854  i 853 
Total Lease liabilities i 1,043  i 1,016 
 / 

As permitted under IFRS 16, Millicom has elected not to recognize a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are rather recognized on a straight-line basis as an expense in the statement of income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. In addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.

F-55

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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The expenses relating to payments not included in the measurement of the lease liability are disclosed in operating expenses and are as follows:
2023
2022
2021
(US$ millions)
Expense relating to short-term leases (included in cost of goods sold and services rendered and operating expenses) i 0  i 0  i 0 
The total cash outflow for leases in 2023 was $ i 292 million (2022: $ i 285 million; 2021: $ i 277 million). Lease liabilities split by maturity and future cash outflows are disclosed in note D.5..
At December 31, 2023, the Group has not committed to any material leases which had not yet commenced and has no material lease contracts with variable lease payments.
The Group's leasing activities and how these are accounted for
The Group leases various lands, sites, towers (including those related to towers sold and leased back), offices, warehouses, retail stores, equipment and cars. Rental contracts are typically made for fixed periods but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the reduction of the liability and finance cost. The finance cost is charged to the statement of income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
fixed payments (including in-substance fixed payments), less any lease incentives receivable
variable lease payment that are based on an index or a rate
amounts expected to be payable by the lessee under residual value guarantees
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. As it is generally impracticable to determine that rate, the Group uses the lessee’s incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The incremental borrowing rate applied can have a significant impact on the net present value of the lease liability recognized under IFRS 16.
The Group determines the incremental borrowing rate by country and by considering the risk-free rate, the country risk, the industry risk, the credit risk and the currency risk, as well as the lease and payment terms and dates.
The Group is also exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is adjusted against the right-of-use asset by discounting the revised lease payments using either the initial discount rate or a revised discount rate. The initial discount rate is used if future lease payments are reflecting market or index rates or if they are in substance fixed. The discount rate is revised, if a change in floating interest rates occurs. The Group reassesses the variable payment only when there is a change in cash flows resulting from a change in the reference index or rate and not at each reporting date.
According to IFRS 16, lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both: (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate if the lessee is reasonably certain not to exercise that option. The assessment of such options is performed at the commencement of a lease. As part of the assessment, Millicom introduced the 'time horizon concept': the reasonable term under which the company expects to use a leased asset considering economic incentives, management decisions, business plans and the fast-paced industry Millicom operates in. The assessment must be focused on the economic incentives for Millicom to exercise (or not) an option to early terminate/extend a contract. The Group has decided to work
F-56

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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on the basis the lessor will generally accept a renewal/not early terminate a contract, as there is an economic incentive to maintain the contractual relationship.
Millicom considered the specialized nature of most of its assets under lease, the low likelihood the lessor can find a third party to substitute Millicom as a lessee and past practice to conclude that, the lease term can go beyond the notice period when there is more than an insignificant penalty for the lessor not to renew the lease. This analysis requires judgment and has a significant impact on the lease liability recognized under IFRS 16.
Under IFRS 16, the accounting for sale and leaseback transactions has changed as the underlying sale transaction needs to be first analyzed using the guidance of IFRS 15. The seller/lessee recognizes a right-of-use asset in the amount of the proportional original carrying amount that relates to the right of use retained. Accordingly, only the proportional amount of gain or loss from the sale must be recognized.
Finally, the Group has taken the additional following decisions when adopting the standard:
Non-lease components are capitalized (IFRS16.15)
Intangible assets are out of IFRS 16 scope (IFRS16.4)

C.5. Cash and deposits
C.5.1. Cash and cash equivalents
 i 
20232022
(US$ millions)
Cash and cash equivalents in USD i 531  i 820 
Cash and cash equivalents in other currencies i 244  i 220 
Total cash and cash equivalents i 775  i 1,039 
 / 
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

C.5.2. Restricted cash
 i 
20232022
(US$ millions)
Mobile Financial Services i 49  i 50 
Others i 8  i 6 
Restricted cash i 56  i 57 
 / 
Cash held with banks related to MFS which is restricted in use due to local regulations is denoted as restricted cash.

C.5.3. Pledged deposits
Pledged deposits represent contracted cash deposits with banks that are held as security for debts at corporate or operational entity level. Millicom is unable to access these funds until either the relevant debt is repaid or alternative security is arranged with the lender. At December 31, 2023, there were $ i 6 million pledged deposits (2022:  i nil).

C.6. Net debt and net financing obligations
 i 
Net debt
'Net debt' is debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits. In 2023, the definition of Net Debt has changed to include derivative financial instruments in order to have a more comprehensive view of our financial obligations. 2022 figures have also been represented accordingly.
F-57

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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20232022
(US$ millions)
Gross debt (i) i 6,678  i 6,804 
Add (less) derivatives & vendor financing related to debt (note D.1.2.) i 58  i 34 
Less:
Cash and cash equivalents( i 775)( i 1,039)
Pledged deposits( i 6) i  
Net debt i 5,956  i 5,799 
(i) Excluding vendor financing of $ i 18 million as of December 31, 2023.

Net financing obligations
'Net financing obligations' is Net debt plus lease liabilities.

AssetsLiabilities from financing and other activities
Cash and cash equivalentsOtherBond and bank debt and financingDerivatives and Vendor FinancingLease liabilitiesTotal
Net financial obligations as at January 1, 2022 i 895  i 35  i 7,744 ( i 20) i 1,167  i 7,961 
Cash flows i 179 ( i 35)( i 557)( i 14)( i 157)( i 872)
Recognition / Remeasurement i   i   i   i   i 251  i 251 
Interest accretion— —  i 9  i   i   i 9 
Foreign exchange movements( i 11) i  ( i 197) i 69 ( i 63)( i 181)
Transfers to/from assets held for sale( i 24) i  ( i 189) i  ( i 184)( i 349)
Transfers— —  i 1  i   i 2  i 4 
Other non-cash movements— — ( i 8) i   i  ( i 8)
Net financial obligations as at December 31, 2022 i 1,039  i   i 6,804  i 34  i 1,016  i 6,814 
Cash flows( i 270) i 5 ( i 288) i 14 ( i 177)( i 185)
Recognition / Remeasurement i   i   i   i   i 142  i 142 
Interest accretion— — ( i 1) i   i  ( i 1)
Foreign exchange movements i 6  i   i 163  i 10  i 61  i 229 
Net financial obligations as at December 31, 2023 i 775  i 6  i 6,678  i 58  i 1,043  i 6,999 


C.7. Financial instruments
i) Equity and debt instruments
Classification
The Group classifies its financial assets in the following measurement categories:
those to be measured subsequently at fair value either through Other Comprehensive Income (OCI), or through profit or loss, and
those to be measured at amortized cost.
The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.
F-58

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains / (losses), together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated statement of income.
•    FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in ‘Other non-operating (expenses) income, net’. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses and impairment expenses are presented as ‘Other non-operating (expenses) income, net’ in the consolidated statement of income.
•    FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within ‘Other non-operating (expenses) income, net’ in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group does not hold equity instruments for trading. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Purchases and sales of equity instruments are recognized as of their settlement date. Dividends from such investments continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established.
Otherwise, changes in the fair value of financial assets at FVPL are recognized in ‘Other non-operating (expenses) income, net’ in the consolidated statement of income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the trade receivables.
The provision is recognized in the consolidated statement of income within equipment, programming and other direct costs.
ii)    Derivative financial instruments and hedging activities
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at fair value at each subsequent closing date. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as either:
F-59

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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a)    Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge); or
b)    Hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).
c)    Hedges of a net investment in a foreign operation (net investment hedges).
For transactions designated and qualifying for hedge accounting, at the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. This is done in reference to the Group Treasury Policy as last updated and approved by the Audit Committee in late 2020. The Group also documents its assessment, both at hedge inception and on an ongoing basis (quarterly), of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
The full fair value of a hedging instrument is classified as a non-current asset or liability when the period to maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
The change in fair value of hedging instruments that are designed and qualify as fair value hedges is recognized in the statement of income as finance costs or income. The change in fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the statement of income as finance costs or income.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. Gains or loss relating to any ineffective portion is recognized immediately in the statement of income within Other non-operating (expenses) income, net. Amounts accumulated in equity are reclassified to the statement of income in the periods when the hedged item affects profit or loss.
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within Other non-operating (expenses) income, net. Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is disposed of or sold.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time is recycled to the statement of income within Other non-operating (expenses) income, net.
When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income within Other non-operating (expenses) income, net.
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in Other non-operating (expenses) income, net.

C.7.1. Fair value measurement hierarchy
Millicom uses the following fair value measurement hierarchy:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade ratings. Interest rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employ the use of markets observable data. The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, interest rate curves and forward curves.

C.7.2. Fair value of financial instruments
The fair value of Millicom’s financial instruments are shown at amounts at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of all financial assets and all financial liabilities, except debt and financing approximate their carrying value largely due to the short-term maturities of these instruments. The fair values of all debt and financing have been estimated by the Group, based on discounted future cash flows at market interest rates.
F-60

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
 i  i 
Fair values of financial instruments at December 31,
Carrying valueFair value
Note
2023202220232022
(US$ millions)
Financial assets
Derivative financial instruments i 6  i 19  i 6  i 19 
Other non-current assets i 84  i 76  i 84  i 76 
Trade receivables, net i 443  i 379  i 443  i 379 
Amounts due from non-controlling interests, associates and joint venture partnersG.5. i 12  i 15  i 12  i 15 
Supplier advances for capital expenditures i 21  i 21  i 21  i 21 
Other current assets i 190  i 197  i 190  i 197 
Restricted cashC.5.2. i 56  i 57  i 56  i 57 
Cash and cash equivalentsC.5.1. i 775  i 1,039  i 775  i 1,039 
Total financial assets i 1,587  i 1,803  i 1,587  i 1,803 
Current i 1,503  i 1,708  i 1,503  i 1,708 
Non-current i 84  i 95  i 84  i 95 
Financial liabilities
Debt and financing (i)C.3. i 6,678  i 6,804  i 6,086  i 6,327 
Trade payables i 390  i 400  i 390  i 400 
Payables and accruals for capital expenditure i 314  i 428  i 314  i 428 
Derivative financial instruments i 46  i 53  i 46  i 53 
Put option liabilityC.7.4. i 86  i   i 86  i  
Amounts due to non-controlling interests, associates and joint venture partnersG.5. i 74  i 58  i 74  i 58 
Accrued interest and other expenses i 444  i 412  i 444  i 412 
Other liabilities i 1,128  i 658  i 1,128  i 658 
Total financial liabilities i 9,161  i 8,812  i 8,569  i 8,335 
Current i 1,670  i 1,602  i 1,689  i 1,602 
Non-current i 7,491  i 7,210  i 6,881  i 6,733 
(i)    Fair values are measured with reference to Level 1 (for listed bonds) or level 2.
 / 
 / 

C.7.3. Equity investments
As at December 31, 2023 and 2022, Millicom has no material investments in equity instruments.

C.7.4. Call and put options
Cable Onda call and put options
As part of the acquisition of Cable Onda, the shareholders agreed on certain put and call options as follows - as amended subsequent to the acquisition of Telefónica Panama. As previously explained in note A.1.2., on June 14, 2022, the Group received the formal notification from the minority shareholders of Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) confirming the exercise of their put option right to sell their remaining  i 20% shareholding to Millicom for a cash amount of approximately $ i 290 million. The call option expired at the same time. Up to the exercise of the put option, the changes in value of the call option asset and put option liability were recorded in the Group's statement of income under "Other non-operating (expenses) income, net" (see note B.5.).



Put Option - Tigo-UNE
F-61

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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On October 12, 2023, Millicom and its partner, Empresas Públicas de Medellin (EPM), agreed to recapitalize Tigo-UNE, Millicom's  i 50%-owned operation in Colombia. Each partner contributed COP  i 300 billion (approximately $ i 74 million at the time of the transaction) to support the continued development of Tigo-UNE's strategy
With this agreement, both partners retain their current shareholding in Tigo-UNE. Furthermore they agreed to add in the shareholder's agreement an unconditional put option maturing on September 30, 2024, that, if exercised, would allow EPM to sell to Millicom their entire  i 50% stake in Tigo-UNE for COP  i 330 billion. As a result, a put option liability has been recognized in Millicom's statement of financial position, with its counterpart in the Group's equity. As of December 31, 2023, the liability, denominated in local currency, amounts to $ i 86 million.

 i 
D. Financial risk management
Exposure to interest rate, foreign currency, non-repatriation, liquidity, capital management and credit risks arise in the normal course of Millicom’s business. As part of the annual review of the above mentioned risks, the Group targets a strategy with respect to the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Group targets to maintain  i 40% of debt in local currency) to maintaining at least a  i 75/ i 25% mix between fixed and floating rate debt or agreeing to cover up to six months forward of operating costs and capex denominated in non-functional currencies through a rolling and layering strategy. Millicom’s financial risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading.
Accounting policies for derivatives is further detailed in note C.7.  i On December 31, 2023 and 2022 fair value of derivatives held by the Group can be summarized as follows:
20232022
(US$ millions)
Derivatives
Cash flow hedge derivatives( i 40)( i 34)
Net derivative asset (liability)( i 40)( i 34)
 / 

D.1. Interest rate risk
Debt and financing issued at floating interest rates expose the Group to cash flow interest rate risk. Debt and financing issued at fixed rates expose the Group to fair value interest rate risk. The Group’s exposure to risk of changes in market interest rates relate to both of the above. To manage this risk, the Group’s policy is to maintain a combination of fixed and floating rate debt with a target that more than  i 75% of the debt be at fixed rate. The Group actively monitors borrowings against this target. The target mix between fixed and floating rate debt is reviewed periodically. The purpose of Millicom’s policy is to achieve an optimal balance between cost of funding and volatility of financial results, while considering market conditions as well as our overall business strategy. At December 31, 2023, approximately  i 80% of the Group’s borrowings are at a fixed rate of interest or for which variable rates have been swapped for fixed rates with interest rate swaps (2022:  i 82%).

 i 
D.1.1. Fixed and floating rate debt
Financing at December 31, 2023
Amounts due within:
1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
(US$ millions)
Fixed rate financing i 190  i 369  i 403  i 582  i 855  i 2,912  i 5,311 
Floating rate financing i 12  i 76  i 433  i 420  i 147  i 279  i 1,367 
Total(i) i 202  i 445  i 836  i 1,002  i 1,002  i 3,191  i 6,678 
Weighted average nominal interest rate i 6.85 % i 6.81 % i 7.93 % i 6.98 % i 6.75 % i 5.83 % i 6.56 %
(i) Excluding vendor financing of $ i 18 million, due within one year, as of December 31, 2023


Financing at December 31, 2022
 / 
F-62

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Amounts due within:
1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
(US$ millions)
Fixed rate financing i 131  i 383  i 501  i 376  i 718  i 3,466  i 5,574 
Floating rate financing i 49  i 12  i 63  i 402  i 404  i 300  i 1,230 
Total i 180  i 394  i 564  i 777  i 1,122  i 3,766  i 6,804 
Weighted average nominal interest rate i 7.68 % i 5.71 % i 6.11 % i 7.46 % i 6.49 % i 5.88 % i 6.22 %
A  i 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 2023 would increase or reduce profit before tax from continuing operations for the year by approximately $ i 14 million (2022: $ i 12 million).

D.1.2. Interest rate swap contracts
From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest rates and currency fluctuations in accordance with its Group Treasury policy. Details of these arrangements are provided below.
MIC S.A. entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the 2024 SEK  i 2 billion senior unsecured sustainability bond and the foreign currency risk in relation to the 2027 SEC  i 2.2 billion senior unsecured sustainability bond (issued in May 2019 and January 2022, corresponding to $ i 207.6 million and $ i 252.3 million, respectively, using the exchange rate at the time of the issuance of each bond - see note C.3.1.). These swaps are accounted for as cash flow hedges as the timing and amounts of the cash flows under the swap agreements match the cash flows under the SEK bonds. Their maturity date is May 2024 and January 2027, respectively. The hedging relationship is highly effective and related fluctuations are recorded through other comprehensive income. All swap contracts attached to the 2024 SEK  i 2 billion bond were terminated on May 10, 2023, after the early redemption of the bond and were settled against a cash payment of $ i 26 million.
At December 31, 2023, the fair values of the above swap amount to a liability of $ i 46 million. (December 31, 2022: a liability of $ i 53 million).
The Group's operation in Colombia also entered into several swap agreements in order to hedge foreign currency and interest rate risks on certain long-term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded through other comprehensive income.The fair value of Colombia swaps amounted to an asset of $ i 6 million as of December 31, 2023 (December 31, 2022: an asset of $ i 19 million).
In January 2023, MIC S.A. also entered into two currency swap agreements to hedge an intercompany receivable of COP  i 206 billion (approximately $ i 41 million) owed by UNE (refer to note C.3.1.). These swaps are accounted for as cash flow hedges as hedging relationships are highly effective.
As a summary, the net fair value of the derivative financial instruments for the Group, as of December 31, 2023 amounted to a liability of $ i 40 million (December 31, 2022: a liability of $ i 34 million ).
Interest rate and currency swaps are measured with reference to Level 2 of the fair value hierarchy.There are no other derivative financial instruments with a significant fair value at December 31, 2023.

D.2. Foreign currency risks
The Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.
Millicom seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies, or entering into agreements that limit the risk of exposure to currency fluctuations against the US dollar reporting currency. In some cases, Millicom may also borrow in US dollars where it is either commercially more advantageous for joint ventures and subsidiaries to incur debt obligations in US dollars or where US dollar denominated borrowing is the only funding source available to a joint venture or subsidiary. In these circumstances, Millicom accepts the remaining currency risk associated with financing its joint ventures and subsidiaries, principally because of the relatively high cost of forward cover, when available, in the currencies in which the Group operates.

D.2.1. Debt denominated in US dollars and other currencies
Debt denomination at December 31
F-63

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
20232022
(US$ millions)
Debt denominated in US dollars i 3,859  i 4,100 
Debt denominated in currencies of the following countries:
Guatemala i 640  i 595 
Colombia i 694  i 605 
Bolivia i 246  i 260 
Paraguay i 158  i 171 
El Salvador(i) i 174  i 173 
Panama(i) i 759  i 773 
Luxembourg (COP denominated) i 38  i 30 
Costa Rica i 110  i 96 
Total debt denominated in other currencies i 2,819  i 2,704 
Total debt (ii) i 6,678  i 6,804 
(i) El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. The Group's local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).
(ii) Excluding vendor financing of $ i 18 million in Colombia, due within one year, as of December 31, 2023.
At December 31, 2023, if the US dollar had weakened/strengthened by  i 10% against the other functional currencies of our operations and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $ i 25 million (2022: $ i 20 million). This increase/decrease in profit before tax would have mainly been as a result of the conversion of the USD-denominated net debts in our operations with functional currencies other than the US dollar.

D.2.2. Foreign currency swaps
See note D.1.2. Interest rate swap contracts.

D.3. Non-repatriation risk
Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Group and in the currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds to the Company.
Although foreign exchange controls exist in some of the countries in which Millicom Group companies operate, none of these controls currently significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, existing foreign exchange controls may be strengthened in countries where the Group operates, or foreign exchange controls may be introduced in countries where the Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be subsequently restricted, which would impact the Company’s ability to make payments on its interest and loans and, or pay dividends to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use of physical cash pooling arrangements in hard currencies to the extent permitted.
In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency and exchange risk, which could have an adverse effect on the Group. This is a relatively rare case for the countries in which the Group operates.
Lastly, repatriation most often results in taxation, which is evidenced in the amount of taxes paid by the Group relative to the Corporate Income Tax reported in its statement of income.

D.4. Credit and counterparty risk
Financial instruments that subject the Group to credit and counterparty risk include cash and cash equivalents, pledged deposits, letters of credit, trade receivables, amounts due from joint venture partners and associates, vendor financing and other current assets and derivatives. Counterparties to agreements relating to the Group’s cash and cash equivalents, pledged deposits and letters of credit are financial institutions generally with investment grade ratings. Management does not believe there are significant risks of non-performance by these counterparties and maintain a diversified portfolio of banking partners. Allocation of deposits across banks are managed such that the Group’s counterparty risk with a given bank stays within limits which have been set, based on each bank’s credit rating.
F-64

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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A large portion of revenue of the Group is comprised of prepaid products and services. For postpaid customers, the Group follows risk control procedures to assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Accounts receivable also comprise balances due from other telecom operators. Credit risk of other telecom operators is limited due to the regulatory nature of the telecom industry, in which licenses are normally only issued to credit-worthy companies. The Group maintains a provision for expected credit losses of trade receivables based on its historical credit loss experience.
As the Group has a large number of internationally dispersed customers, there is generally no significant concentration of credit risk with respect to trade receivables, except for certain B2B customers (mainly governments). See note F.1.

D.5. Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group has significant indebtedness but also has significant cash balances. Millicom evaluates its ability to meet its obligations on an ongoing basis using a recurring liquidity planning tool. This tool considers the operating net cash flows generated from its operations and the future cash needs for borrowing, interest payments, dividend payments and capital and operating expenditures required in maintaining and developing its operating businesses.
The Group manages its liquidity risk through the use of bank loans, bonds, vendor financing, Export Credit Agencies and Development Finance Institutions (DFI) loans. Millicom believes that there is sufficient liquidity available in the markets to meet ongoing liquidity needs. Additionally, Millicom is able to arrange offshore funding. Millicom has a diversified financing portfolio with commercial banks representing about  i 24% of its gross financing (2022:  i 23%), with bonds representing  i 61% (2022:  i 64%) and leases representing  i 13% (2022:  i 13%).
 i  i 
Maturity profile of net financial liabilities at December 31, 2023
Less than 1 year1 to 5 years>5yrsTotal
(US$ millions)
Outstanding debt and financing (i)( i 203)( i 3,309)( i 3,232)( i 6,744)
Outstanding amortized costs undiscounted i 1  i 24  i 41  i 66 
Lease liability( i 189)( i 498)( i 355)( i 1,043)
Cash and equivalents i 775  i   i   i 775 
Derivative and vendor financing( i 12)( i 46) i  ( i 58)
Pledged deposits i 5  i   i   i 6 
Net cash (debt) including derivatives related to debt i 377 ( i 3,829)( i 3,547)( i 6,999)
Future interest commitments related to debt and financing( i 427)( i 1,270)( i 93)( i 1,791)
Future interest commitments related to leases( i 108)( i 286)( i 108)( i 502)
Trade payables (excluding accruals)( i 582) i   i  ( i 582)
Other financial liabilities (including accruals)( i 957) i   i  ( i 957)
Trade receivables i 443  i   i   i 443 
Other financial assets i 224  i 78  i   i 302 
Net financial liabilities( i 1,031)( i 5,306)( i 3,748)( i 10,086)
(i) Excluding vendor financing of $ i 18 million as of December 31, 2023.

Maturity profile of net financial liabilities at December 31, 2022
 / 
 / 
F-65

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Less than 1 year1 to 5 years>5yrsTotal
(US$ millions)
Outstanding debt and financing( i 181)( i 2,880)( i 3,813)( i 6,875)
Outstanding amortized costs undiscounted i 1  i 23  i 47  i 71 
Lease liability( i 163)( i 478)( i 374)( i 1,016)
Cash and equivalents i 1,039  i   i   i 1,039 
Derivative financial instruments i  ( i 34) i  ( i 34)
Net cash (debt) including derivatives related to debt i 697 ( i 3,370)( i 4,141)( i 6,814)
Future interest commitments related to debt and financing( i 416)( i 1,349)( i 111)( i 1,877)
Future interest commitments related to leases( i 106)( i 290)( i 135)( i 531)
Trade payables (excluding accruals)( i 689) i   i  ( i 689)
Other financial liabilities (including accruals)( i 867) i   i  ( i 867)
Trade receivables i 379  i   i   i 379 
Other financial assets i 232  i 71  i   i 303 
Net financial liabilities( i 770)( i 4,938)( i 4,387)( i 10,095)

D.6. Capital management
The primary objective of the Group’s capital management is to ensure a strong credit rating and solid capital ratios in order to support its business and maximize shareholder value.
The Group manages its capital structure with reference to local economic conditions and imposed restrictions such as debt covenants (see section C.3.5.). To maintain or adjust its capital structure, the Group may make dividend payments to shareholders, return capital to shareholders through share repurchases or issue new shares. At December 31, 2023, Millicom was rated at one notch below investment grade by the independent rating agencies Moody’s (Ba1) and Fitch (BB). On February 6, 2024, Moody’s downgraded Millicom by one notch to ba2 (with a stable outlook +) basically based on quantitative metrics being below ranges than ba1 rating scale ranges. The Group primarily monitors capital using net debt to EBITDAaL.
 i 
Net debt to EBITDAaL (i)
Note
20232022
(US$ millions)
EBITDAB.3. i 2,111  i 2,228 
Lease interest expense( i 117)( i 124)
Right of use assets depreciationE.3.( i 183)( i 168)
EBITDAaL (ii) i 1,812  i 1,936 
Net debt (iii)C.6. i 5,956  i 5,799 
Net debt to EBITDAaL (iv) i 3.29 x i 2.99 x
(i)    The Group now presents Net debt to EBITDAal (vs. Net financial obligations to EBITDA before) in order to better align with the Group's peers and expectations of investors/analysts. 2022 figures have been represented accordingly.
(ii) 'EBITDA after Leases' (EBITDAaL) represents EBITDA after lease interest expense and depreciation charge (excluding Africa).
(iii) 'Net debt' is debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits. In 2023, the definition of Net Debt has changed to include derivative financial instruments in order to have a more comprehensive view of the Group's financial obligations. 2022 figures have also been represented accordingly.
(iv) The ratio is above  i 3.0x on an accounting basis, however, according to the terms of the Group's indentures, this ratio is calculated on a different basis, resulting in a ratio below  i 3.0x for covenant purposes.

Gearing ratio
The Group reviews its gearing ratio (net debt divided by total capital plus net debt) periodically. Capital represents equity attributable to the equity holders of the parent.
 / 
F-66

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Note
20232022
(US$ millions)
Net debtC.6. i 5,956  i 5,799 
Equity attributable to Owners of the CompanyC.1. i 3,529  i 3,605 
Net debt and equity i 9,485  i 9,404 
Gearing ratio i 0.63  i 0.62 

E.  i Long-term assets
E.1. Intangible assets
Millicom’s intangible assets mainly consist of goodwill and customer lists arising from acquisitions, licenses and spectrum.

 i 
E.1.1. Accounting for intangible assets
Intangible assets acquired in business acquisitions are initially measured at fair value at the date of acquisition. Those which are acquired separately are measured at cost. Internally generated intangible assets, excluding capitalized development costs, are not capitalized but expensed to the statement of income in the expense category consistent with the function of the intangible assets. Subsequently intangible assets are carried at cost, less any accumulated amortization and any accumulated impairment losses.
Intangible assets with finite useful lives are amortized over their estimated useful lives using the straight-line method and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed at least at each financial year end. Changes in expected useful lives or the expected beneficial use of the assets are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.
Amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense category consistent with the function of the intangible assets.
Goodwill
Goodwill represents the excess of cost of an acquisition over the Group’s share in the fair value of identifiable assets less liabilities and contingent liabilities of the acquired subsidiary, at the date of the acquisition. If the fair value or the cost of the acquisition can only be determined provisionally, then goodwill is initially accounted for using provisional values. Within 12 months of the acquisition date, any adjustments to the provisional values are recognized. This is done when the fair values and the cost of the acquisition have been finally determined. Adjustments to provisional fair values are made as if the adjusted fair values had been recognized from the acquisition date. Following initial recognition, goodwill is measured at cost, less any accumulated impairment losses. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in this manner is measured, based on the relative values of the operation disposed and the portion of the cash-generating unit retained.
Goodwill on acquisition of joint ventures or associates is included in investments in joint ventures and associates.
Licenses and Spectrum
Licenses and spectrum are recorded at either historical cost or, if acquired in a business combination, at fair value at the date of acquisition. Cost includes cost of acquisition and other costs directly related to acquisition and retention of licenses over the license period. These costs may include up-front and deferred payments as well as estimates related to fulfillment of terms and conditions related to the licenses such as service or coverage obligations, especially when there is a clear objective evidence that the cost of fulfilling these obligations will be significantly onerous for the Group.
Licenses and spectrum have a finite useful life and are carried at cost less accumulated amortization and any accumulated impairment losses. Licenses and spectrum are amortized from the date the network is available for use on a straight-line basis over the license period. Amortization is calculated using the straight-line method to allocate the cost of the licenses over their estimated useful lives. The terms of licenses, which have been awarded for various periods, are subject to periodic review for, among other things, rate setting, frequency allocation and technical standards. Licenses held, subject to certain conditions, are usually renewable and generally non-exclusive. When estimating useful lives of licenses, renewal periods are included only if there is evidence to support renewal by the Group without significant cost.
Trademarks and customer lists
Trademarks and customer lists are recognized as intangible assets only when acquired or gained in a business combination. Their cost represents fair value at the date of acquisition. Trademarks and customer lists have indefinite or finite useful lives. Main factors considered in the determination of the indefinite useful lives include the years that they have been and are expected to be in service and their recognition among peers in the industry. Trademarks and customer lists used by the Group for its own activities are unlikely to generate largely independent cash inflows and therefore are tested for impairment annually together with other assets at
F-67

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
each cash-generating unit level. Finite useful life trademarks are carried at cost, less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of the trademarks and customer lists over their estimated useful lives. The estimated useful lives for trademarks and customer lists are based on specific characteristics of the market in which they exist.
 i 
Estimated useful lives are:
Years
Estimated useful lives
Trademarks
  i 1 to  i 15
Customer lists
 i 4 to  i 20
 / 
Programming and content rights
Programming and content master rights which are purchased or acquired in business combinations which meet certain criteria are recorded at cost as intangible assets. The rights must be exclusive, related to specific assets which are sufficiently developed, and probable to bring future economic benefits and have validity for more than one year. Cost includes consideration paid or payable and other costs directly related to the acquisition of the rights, and are recognized at the earlier of payment or commencement of the broadcasting period to which the rights relate.
Programming and content rights capitalized as intangible assets have a finite useful life and are carried at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the rights over their estimated useful lives.
Non-exclusive and programming and content rights for periods less than  i one year are expensed over the period of the rights.
Indefeasible rights of use
There is no universally-accepted definition of an indefeasible rights of use (IRU). These agreements come in many forms. However, the key characteristics of a typical arrangement include:
•    The right to use specified network infrastructure or capacity;
•    For a specified term (often the majority of the useful life of the relevant assets);
•    Legal title is not transferred;
•    A number of associated service agreements including operations and maintenance (O&M) and co-location agreements. These are typically for the same term as the IRU; and
•    Any payments are usually made in advance.
IRUs are accounted for either as a lease, or service contract based on the substance of the underlying agreement.
IRU arrangements will qualify as a lease if, and when:
•    The purchaser has an exclusive right for a specified period; and
•    The capacity is physically limited and defined; and
•    The purchaser bears all costs related to the capacity (directly or not) including costs of operation, administration and maintenance; and
•    The purchaser bears the risk of obsolescence during the contract term.
If all of these criteria are not met, the IRU is treated as a service contract.
An IRU of network infrastructure (cables or fiber) is accounted for as a right of use asset (see E.3.), while capacity IRU (wavelength) is accounted for as an intangible asset.
The costs of an IRU recognized as service contract is recognized as prepayment and amortized in the statement of income as incurred over the duration of the contract.

 i 
E.1.2. Impairment of non-financial assets
At each reporting date Millicom assesses whether there is an indication that a non-financial asset may be impaired. If any such indication exists, or when annual impairment testing for a non-financial asset is required, an estimate of the asset’s recoverable amount is made. The recoverable amount is determined based on the higher of its fair value less cost to sell, and its value in use, for individual assets, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Where no comparable market information is available, the fair value, less cost to sell, is determined based on the estimated future cash flows discounted to their present value using a discount rate that reflects current market conditions for
F-68

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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the time value of money and risks specific to the asset. The foregoing analysis also evaluates the appropriateness of the expected useful lives of the assets. Impairment losses related to assets of continuing operations are recognized in the consolidated statement of income in expense categories consistent with the function of the impaired asset.
At each reporting date an assessment is made as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. Other than for goodwill, a previously recognized impairment loss is reversed if there has been a change in the estimate used to determine the asset’s recoverable amount since the last impairment loss was recognized. If so, the carrying amount of the asset is increased and cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

E.1.3. Movements in intangible assets
 i 
Movements in intangible assets in 2023
GoodwillLicenses and SpectrumCustomer ListsIRUsTrademarksOther (i)Total
(US$ millions)
Opening balance, net  i 4,059  i 1,094  i 864  i 40  i 910  i 394  i 7,361 
Additions  i   i 406  i   i 1  i   i 115  i 522 
Amortization charge i  ( i 116)( i 96)( i 12) i  ( i 137)( i 361)
Impairment  i   i   i   i   i  ( i 1)( i 1)
Transfers  i   i 4  i   i 1  i   i 11  i 16 
Exchange rate movements  i 48  i 171  i 1  i 4  i   i 26  i 249 
Closing balance, net  i 4,107  i 1,558  i 769  i 33  i 910  i 408  i 7,785 
Cost or valuation  i 4,107  i 2,407  i 1,206  i 178  i 1,243  i 1,275  i 10,416 
Accumulated amortization and impairment  i  ( i 849)( i 437)( i 145)( i 333)( i 867)( i 2,631)
Net  i 4,107  i 1,558  i 769  i 33  i 910  i 408  i 7,785 

Movements in intangible assets in 2022
GoodwillLicenses and SpectrumCustomer ListsIRUsTrademarksOther (i)Total
(US$ millions)
Opening balance, net  i 4,098  i 1,120  i 970  i 71  i 920  i 379  i 7,558 
Additions  i   i 195  i   i 1  i   i 150  i 345 
Amortization charge i  ( i 96)( i 106)( i 14)( i 1)( i 130)( i 345)
Impairment (ii) i   i   i   i   i  ( i 6)( i 6)
Disposals, net  i  ( i 9) i   i   i   i  ( i 9)
Transfer to/from held for sale( i 12)( i 18) i  ( i 17)( i 10)( i 2)( i 57)
Transfers i  ( i 7) i   i 3  i   i 28  i 24 
Exchange rate movements ( i 26)( i 91) i  ( i 4) i  ( i 25)( i 147)
Closing balance, net  i 4,059  i 1,094  i 864  i 40  i 910  i 394  i 7,361 
Cost or valuation  i 4,059  i 1,786  i 1,199  i 158  i 1,237  i 1,133  i 9,573 
Accumulated amortization and impairment  i  ( i 692)( i 335)( i 118)( i 327)( i 740)( i 2,212)
Net  i 4,059  i 1,094  i 864  i 40  i 910  i 394  i 7,361 
(i)    Other includes mainly software costs
 / 
(ii)    During the year ended December 31, 2022, Millicom early terminated an IT software contract and also decommissioned the existing software. As a result, Millicom recorded a settlement provision of $ i 7 million under operating expenses and recorded a decommissioning cost of this software for a total amount of $ i 12 million, as accelerated amortization and impairment charges.

F-69

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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E.1.4. Cash used for the purchase of other intangible assets
 i 
Cash used for intangible asset additions
202320222021
(US$ millions)
Additions i 150  i 258  i 126 
Change in accruals and payables for intangibles( i 16)( i 79)( i 29)
Cash used for additions i 133  i 179  i 98 
 / 

E.1.5. Goodwill and indefinite useful life trademarks
 i 
Allocation of Goodwill to cash generating units (CGUs)
20232022
(US$ millions)
Guatemala (see note A.1.2.) i 2,470  i 2,470 
Panama i 907  i 907 
El Salvador i 194  i 194 
Costa Rica i 135  i 118 
Paraguay i 44  i 44 
Colombia i 155  i 123 
Nicaragua i 197  i 199 
Bolivia i 3  i 3 
Total i 4,107  i 4,059 

Allocation of indefinite useful life trademarks to cash generating units (CGUs)
20232022
(US$ millions)
Guatemala i 910  i 910 
Total i 910  i 910 
 / 
E.1.6. Impairment testing of goodwill
 i 
Goodwill and indefinite useful life trademarks from CGUs are tested for impairment at least once a year and more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment losses on goodwill are not reversed.
Goodwill arising on business combinations is allocated to each of the Group’s CGUs or groups of CGUs that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is allocated:
•    Represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and
•    Is not larger than an operating segment.
Impairment is determined by assessing the value-in-use and, if appropriate, the fair value less costs to sell of the CGU (or group of CGUs), to which goodwill relates.
Impairment testing at December 31, 2023
Goodwill and indefinite useful life trademarks were tested for impairment by assessing the recoverable amount against the carrying amount of the CGU based on discounted cash flows. The recoverable amounts are based on value-in-use. The value-in-use is determined based on the method of discounted cash flows. The cash flow projections used (operating profit margins, income tax, working capital, capex and license renewal cost) are extracted from business plans approved by management, covering a  i ten-year planning horizon. The Group uses a  i ten-year planning horizon to obtain a stable business outlook, in particular due to the long investment cycles in the industry and the long-term planned and expected investments in licenses and spectrum. Cash flows beyond this period are extrapolated using a perpetual growth rate. Management validates the reasonableness of the results of the test by comparing the share price implied by the 'sum of the parts' with the market share price. Any gap is reviewed, analyzed and
F-70

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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documented. When value-in-use results are lower than the carrying values of the CGUs, management determines the recoverable amount by using the fair value less cost of disposal (FVLCD) of the CGUs. FVLCD is usually determined by using recent offers received from third parties (Level 1).
For the year ended December 31, 2023, management concluded that no impairment should be recorded in the Group consolidated financial statements.
Impairment testing at December 31, 2022
For the year ended December 31, 2022, management concluded that no impairment should be recorded in the Group consolidated financial statements.
Key assumptions used in value in use calculations

The process of preparing the cash flow projections considers the current market condition of each CGU, analyzing the macroeconomic, competitive, regulatory and technological environments, as well as the growth opportunities of the CGUs. Therefore, a growth target is defined for each CGU, based on the appropriate allocation of operating resources and the capital investments required to achieve the target. The foregoing forecasts could differ from the results obtained through time; however, the Group prepares its estimates based on the current situation of each of the CGUs. Relevance of budgets used for the impairment test is also reviewed annually, with management performing regressive analysis between actual figures and budget/Long Range Plans (LRPs) used for previous year impairment test.
The cash flow projections for all CGUs is most sensitive to the following key assumptions:
EBITDA margin is determined by dividing EBITDA by total revenues.
CAPEX intensity is determined by dividing CAPEX by total revenues.
Perpetual growth rate does not exceed the countries' GDP.
Weighted average cost of capital (“WACC”) is used to discount the projected cash flows.
The most significant estimates used for the 2023 and 2022 impairment test are shown below:
CGUAverage EBITDA margin (%) (i)Average CAPEX intensity (%) (i)Perpetual growth rate (%)WACC rate after tax (%)
20232022202320222023202220232022
Bolivia i 41.3 i 41.2 i 13.6 i 15.2 i 1.0 i 1.0 i 15.4 i 9.8
Colombia i 39.6 i 36.0 i 12.3 i 17.2 i 2.0 i 2.0 i 10.7 i 11.4
Guatemala i 53.3 i 51.2 i 11.3 i 11.6 i 1.0 i 1.0 i 9.7 i 10.1
Costa Rica i 39.8 i 37.5 i 16.2 i 15.5 i 2.0 i 2.0 i 10.1 i 11.8
El Salvador i 41.7 i 41.0 i 13.6 i 13.0 i 1.0 i 1.0 i 12.1 i 14.1
Nicaragua i 47.5 i 46.8 i 13.8 i 14.5 i 3.0 i 2.5 i 15.5 i 15.0
Panamá i 46.5 i 46.9 i 13.1 i 14.9 i 1.0 i 1.0 i 8.9 i 8.8
Paraguay i 46.8 i 44.5 i 14.5 i 14.9 i 1.0 i 1.0 i 9.8 i 10.0
    
(i) Average is computed over the period covered by the plan.

Sensitivity analysis to changes in assumptions

Management performed a sensitivity analysis on key assumptions within the test. The following maximum increases or decreases, expressed in percentage points, were considered for all CGUs:
Reasonable changes in key assumptions (%)
Financial variables20232022
WACC rates
+/-  i  i 2 / 
+/- i  i 2 / 
Perpetual growth rates
+/- i  i 1 / 
+/- i  i 1 / 
Operating variables
EBITDA margin
+/- i  i 2 / 
+/- i  i 2 / 
CAPEX intensity
+/- i  i 1 / 
+/- i  i 1 / 
At December 31, 2023 the sensitivity analysis shows a comfortable headroom between the recoverable amounts and the carrying values for all CGUs, except for Nicaragua (at December 31, 2022, except for Colombia and Nicaragua).
F-71

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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If the assumptions used in the impairment test were changed to a greater extent than as presented in the following table, the changes would, in isolation, trigger a potential impairment loss being recognised for the following CGUs in the years ended December 31, 2023 and December 31, 2022 .
20232022
Change required for carrying value to equal recoverable amountCGUCGU
NicaraguaColombiaNicaragua
Financial variables
WACC rate+ i 154bps+ i 82bps+ i 117bps
Perpetual growth ratesn/an/an/a
Operating variables
Average EBITDA marginn/a+- i 107bpsn/a
CAPEX intensityn/a+ i 13bpsn/a

E.2. Property, plant and equipment
 i 
E.2.1. Accounting for property, plant and equipment
Items of property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment. Historical cost includes expenditure that is directly attributable to acquisition of items. The carrying amount of replaced parts is derecognized.
Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset and the remaining life of the license associated with the assets, unless the renewal of the license is contractually possible.
The assets’ residual value and useful life is reviewed, and adjusted if appropriate, at each statement of financial position date. As explained in the Introduction note, during 2023, the estimated useful lives of some property, plant and equipment were revised. As a result, the estimated useful lives of the Group's towers, poles and ducts were changed from  i 15 to  i 25 years, while the related civil works' useful lives were increased from  i 10 to  i 15 years. Refer to the Introduction - Estimates note for further details.
 i 
Estimated useful lives
Duration
Buildings
Up to  i 40 years
Networks (including civil works)
 i 5 to  i 25 years
Other
 i 2 to  i 7 years
 / 
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.
Construction in progress consists of the cost of assets, labor and other direct costs associated with property, plant and equipment being constructed by the Group, or purchased assets which have yet to be deployed. When the assets become operational, the related costs are transferred from construction in progress to the appropriate asset category and depreciation commences.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Ongoing routine repairs and maintenance are charged to the statement of income in the financial period in which they are incurred.
Costs of major inspections and overhauls are added to the carrying value of property, plant and equipment and the carrying amount of previous major inspections and overhauls is derecognised.
Equipment installed on customer premises which is not sold to customers is capitalized and amortized over the customer contract period.
A liability for the present value of the cost to remove an asset on both owned and leased sites (for example cell towers) and for assets installed on customer premises (for example set-top boxes), is recognized when a present obligation for the removal exists. The corresponding cost of the obligation is included in the cost of the asset and depreciated over the useful life of the asset, or lease period if shorter.
 / 
F-72

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of that asset when it is probable that such costs will contribute to future economic benefits for the Group and the costs can be measured reliably.

E.2.2. Movements in tangible assets
Movements in tangible assets in 2023
Network EquipmentLand and BuildingsConstruction in ProgressOther(i)Total
(US$ millions)
Opening balance, net  i 2,340  i 180  i 418  i 50  i 2,989 
Additions  i 161  i 2  i 525  i 5  i 693 
Impairments/reversal of impairment, net( i 2) i   i   i  ( i 2)
Disposals, net( i 16) i  ( i 3) i  ( i 20)
Depreciation charge( i 751)( i 19) i  ( i 25)( i 794)
Asset retirement obligations i 29  i 1  i   i   i 30 
Transfers  i 566 ( i 2)( i 570) i 13  i 6 
Exchange rate movements  i 165  i 13  i 24  i 1  i 203 
Other i 14 ( i 12) i   i   i 2 
Closing balance, net  i 2,507  i 162  i 394  i 44  i 3,107 
Cost or valuation  i 8,924  i 310  i 394  i 352  i 9,980 
Accumulated depreciation and impairment ( i 6,417)( i 148) i  ( i 307)( i 6,873)
Net at December 31, 2023 i 2,507  i 162  i 394  i 44  i 3,107 

Movements in tangible assets in 2022
Network equipment
Land and buildings
Construction in progress
Other(i)
Total
(US$ millions)
Opening balance, net  i 2,691  i 200  i 428  i 63  i 3,382 
Additions  i 157  i 3  i 655  i 9  i 823 
Impairments/reversal of impairment, net i   i   i   i 1  i  
Disposals, net( i 16)( i 5)( i 8) i  ( i 29)
Depreciation charge( i 791)( i 21) i  ( i 28)( i 840)
Asset retirement obligations i 17  i   i   i   i 18 
Transfers  i 577  i 22 ( i 632) i 12 ( i 21)
Transfers from/(to) assets held for sale
(see note E.4.)
( i 141)( i 6)( i 13)( i 6)( i 166)
Exchange rate movements ( i 153)( i 12)( i 11)( i 2)( i 178)
Closing balance, net  i 2,340  i 180  i 418  i 50  i 2,989 
Cost or valuation  i 8,071  i 348  i 418  i 345  i 9,183 
Accumulated depreciation and impairment ( i 5,731)( i 168) i  ( i 296)( i 6,194)
Net at December 31, 2022 i 2,340  i 180  i 418  i 50  i 2,989 
(i)    Other mainly includes office equipment and motor vehicles.

Borrowing costs capitalized for the years ended December 31, 2023, 2022 and 2021 were not significant.

E.2.3. Cash used for the purchase of tangible assets
F-73

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Cash used for property, plant and equipment
202320222021
(US$ millions)
Additions i 694  i 823  i 787 
Change in advances to suppliers i 3 ( i 3)( i 6)
Change in accruals and payables for property, plant and equipment i 116 ( i 20)( i 40)
Other i   i  ( i 1)
Cash used i 814  i 800  i 740 


 i 
E.3. Right of use assets
Right-of-use assets are measured at cost comprising the following:
the amount of the initial measurement of lease liability
any lease payments made at or before the commencement date less any lease incentives received
any initial direct costs, and
restoration costs
Refer to note C.4. for further details on lease accounting policies.
 i 
Movements in right of use assets in 2023
Right-of-use assetsLand and buildingsSites rentalTower rentalOther network equipmentCapacityOtherTotal
(US$ millions)
Opening balance, net i 142  i 181  i 505  i 16  i 28  i 13  i 884 
Additions i 4  i 10  i 42  i   i 7  i 1  i 63 
Modifications i 6  i 27  i 51  i 2  i 1  i   i 87 
Disposals( i 1)( i 2)( i 1) i   i   i  ( i 5)
Depreciation( i 38)( i 45)( i 90)( i 1)( i 6)( i 3)( i 183)
Asset retirement obligations i  ( i 1)( i 2) i   i   i  ( i 3)
Transfers i 1  i 7  i 2 ( i 2)( i 2)( i 1) i 4 
Exchange rate movements i 16  i 2  i 31  i   i   i   i 50 
Other i  ( i 2) i   i   i   i  ( i 2)
Closing balance, net i 130  i 177  i 537  i 16  i 27  i 9  i 896 
Cost of valuation i 280  i 369  i 929  i 26  i 47  i 21  i 1,671 
Accumulated depreciation and impairment( i 150)( i 192)( i 392)( i 10)( i 19)( i 12)( i 776)
Net at 31 December 2023 i 130  i 177  i 537  i 16  i 27  i 9  i 896 

Movements in right of use assets in 2022
 / 
F-74

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Right-of-use assetsLand and buildingsSites rentalTower rentalCapacityOther network equipmentOtherTotal
(US$ millions)
Opening balance, net i 169  i 201  i 587  i 29  i 25  i 13  i 1,024 
Additions i 23  i 23  i 77  i   i 2  i 2  i 127 
Modifications i 11  i 18  i 104  i   i 1  i 1  i 135 
Impairments( i 1) i   i   i   i   i  ( i 1)
Disposals( i 3)( i 1)( i 5) i   i   i  ( i 9)
Depreciation( i 38)( i 42)( i 83)( i 5)( i 4)( i 3)( i 176)
Asset retirement obligations i   i 2  i   i   i 1  i   i 3 
Transfers i  ( i 14) i 17  i 3 ( i 7) i  ( i 2)
Transfer to/from held for sale( i 3)( i 2)( i 158) i   i   i  ( i 163)
Exchange rate movements( i 16)( i 4)( i 34) i   i   i  ( i 54)
Closing balance, net i 142  i 181  i 505  i 28  i 16  i 13  i 884 
Cost of valuation i 249  i 325  i 780  i 39  i 28  i 22  i 1,442 
Accumulated depreciation and impairment( i 107)( i 144)( i 275)( i 11)( i 11)( i 9)( i 558)
Net at 31 December 2022 i 142  i 181  i 505  i 28  i 16  i 13  i 884 
Apart from the impact of the disposal of the Group's operations in Tanzania, there have been no unusual significant events affecting lease liabilities (and right-of-use assets) during the year ended December 31, 2022.

 i 
E.4. Assets held for sale
If Millicom decides to sell subsidiaries, investments in joint ventures or associates, or specific non-current assets in its businesses, these items qualify as assets held for sale if certain conditions are met and necessary regulatory approvals obtained.

E.4.1. Classification
Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is expected to be recovered principally through sale, not through continuing use. Liabilities of disposal groups are classified as Liabilities directly associated with assets held for sale.

E.4.2. Millicom’s assets held for sale
As of December 31, 2023 and 2022 no assets qualified as assets held for sale. For further details on assets held for sale and discontinued operations, please refer to note A.4.

F.  i Other assets and liabilities
F.1. Trade receivables
Millicom’s trade receivables mainly comprise interconnect receivables from other operators, postpaid mobile and residential cable subscribers, as well as B2B customers. The nominal value of receivables adjusted for impairment approximates the fair value of trade receivables.
 i 
20232022
(US$ millions)
Gross trade receivables i 851  i 694 
Less: provisions for expected credit losses( i 408)( i 315)
Trade receivables, net i 443  i 379 
 / 
F-75

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg

 i 
Aging of trade receivables
Neither past due nor impairedPast due (net of impairments)
30–90 days>90 daysTotal
(US$ millions)
2023:
Telecom operators i 19  i 5  i 4  i 28 
Own customers i 263  i 49  i 51  i 364 
Others i 37  i 7  i 8  i 52 
Total
 i 319  i 61  i 63  i 443 
2022:
Telecom operators i 7  i 13  i 5  i 25 
Own customers i 211  i 54  i 39  i 304 
Others i 39  i 7  i 5  i 51 
Total
 i 257  i 74  i 48  i 379 
 / 
 i Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for expected credit losses. The Group recognizes an allowance for expected credit losses (ECLs) applying a simplified approach in calculating the ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime of ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision for expected credit losses is recognized in the consolidated statement of income within 'Equipment, programming and other direct costs'.

 i 
F.2. Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
 i 
Inventories
20232022
(US$ millions)
Telephone and equipment i 27  i 39 
SIM cards i 4  i 4 
Other i 14  i 10 
Inventory at December 31, i 45  i 53 
 / 

 i 
F.3. Trade payables
Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method where the effect of the passage of time is material.
From time to time, the Group enters into agreements to extend payment terms with various suppliers, and with factoring companies when such payments are discounted. The corresponding amount pending payment as of December 31, 2023, is recognized in 'Trade payables' for an amount of $ i 26 million (2022: $ i 17 million).

 i 
F.4. Current and non-current provisions and other liabilities
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
F-76

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain.
The expense relating to any provision is presented in the statement of income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, risks specific to the liability. Where discounting is used, increases in the provision due to the passage of time are recognized as interest expenses.

F.4.1. Current provisions and other liabilities
 i 
Current
20232022
(US$ millions)
Deferred revenue i 96  i 93 
Customer deposits i 12  i 13 
Current legal provisions i 8  i 12 
Tax payables i 72  i 61 
Customer and MFS distributor cash balances i 45  i 47 
Withholding tax on payments to third parties i 22  i 15 
Other current liabilities(i) i 119  i 64 
Total i 374  i 305 
 / 
(i) Includes $ i 15 million (2022: $ i 8 million) of tax risk liabilities not related to income tax.

F.4.2. Non-current provisions and other liabilities
Non-current
20232022
(US$ millions)
Non-current legal provisions i 6  i 16 
Long-term portion of asset retirement obligations i 173  i 155 
Long-term portion of deferred income on tower sale and leasebacks recognized  i 31  i 32 
Long-term employment obligations i 51  i 37 
Other non-current liabilities i 68  i 55 
Total i 330  i 295 

F.4.3. Non-current payables and accruals for capital expenditure
Non-current payables and accruals for capital expenditure include an amount of $ i 846 million (December 31, 2022: $ i 414 million) in relation to spectrum and license payables in Colombia. The major part of this payable is related to:
1) the acquisition, in December 2019, of licenses granting the right to use a total of 40 MHz in the 700 MHz band in Colombia. This  i 20-year license will expire in 2040. During the same auction, Tigo Colombia also acquired 55 MHz in the 1900 band and 30 MHz of AWS. Tigo Colombia agreed to a total notional consideration of COP  i 2.45 billion (equivalent to approximately $ i 615 million at initial date's exchange rate), of which approximately  i 55% is payable in cash and  i 45% in coverage obligations to be met by 2025.
An initial payment of approximately $ i 33 million was made in 2020, with the remainder payable in  i 12 annual installments beginning in 2026 and ending in 2037. The  i 55% cash portion bears interest at a rate corresponding to the Government Títulos de Tesorería (TES). In April and May 2020, local management received permission to operate 40 Mhz in the 700 MHz band and accounted for the spectrum as an intangible asset at an amount of $ i 388 million corresponding to the net present value of the future payments, plus other costs directly attributable to this acquisition. The related future interest commitments will be recognized as interest expense over the next  i 17 years. The remaining  i 45% consideration due as coverage obligations are currently being estimated and will be recognized in the statement of financial position as incurred.
F-77

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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As of December 31, 2023, the outstanding payable in relation to these licenses amount to $ i 467 million (December 31, 2022: $ i 337 million). Using the applicable interest rate, future interest commitments on the outstanding cash consideration payable amount to $ i 553 million.
2) in February 2023, the renewal of the spectrum license related to 1900 Mhz band for an additional period of  i 20 years. The total consideration amounts to COP  i 1.14 billion (approximately $ i 281 million at initial date's exchange rate). The first payment representing  i 20% of the total consideration occurred on October 27, 2023. The remaining consideration will be paid in annual installments over the next  i 20 years and bears interest at the moving average of the last 24 months consumer price index (CPI) rate.
As of December 31, 2023, the outstanding payable in relation to these licenses amount to $ i 241 million. Using the applicable interest rate, future interest commitments on the outstanding cash consideration payable amount to $ i 181 million.

F.5. Assets and liabilities related to contract with customers
 i 
Contract assets, net
20232022
(US$ millions)
Long-term portion i 21  i 21 
Short-term portion i 65  i 61 
Less: provisions for expected credit losses( i 4)( i 5)
Total i 82  i 77 
 / 

 i 
Contract liabilities
20232022
(US$ millions)
Long-term portion i 74  i 2 
Short-term portion i 82  i 87 
Total i 156  i 88 
 / 
The Group recognized revenue for $ i 84 million in 2023 (2022: $ i 91 million) that was included in the contract liability balance at the beginning of the year.
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at December 31, 2023 is $ i 71 million ($ i 71 million is expected to be recognized as revenue in the 2024 financial year and the remaining $ i 1 million in the 2025 financial year or later). This amount does not consider contracts that have an original expected duration of one year or less, neither contracts in which consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e. billing corresponds to accounting revenue).

Contract costs, net (i)
20232022
(US$ millions)
Net at January 1 i 10  i 8 
Contract costs capitalized i 5  i 5 
Amortization of contract costs( i 4)( i 3)
Net at December 31 i 12  i 10 
(i)    Incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that Millicom otherwise would have recognized is one year or less.

G.  i Additional disclosure items
F-78

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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G.1. Fees to auditors
 i 
202320222021
(US$ millions)
Audit fees i 5.6  i 5.1  i 5.2 
Audit related fees i 0.8  i 1.3  i 1.4 
Tax fees i 0.2  i 0.2  i 0.1 
Other fees i 0.3  i 0.2  i 0.4 
Total i 6.9  i 6.8  i 7.1 
 / 

G.2. Capital and operational commitments
Millicom has a number of capital and operational commitments to suppliers and service providers in the normal course of its business. These commitments are mainly contracts for acquiring network and other equipment, and leases for towers and other operational equipment.

G.2.1. Capital commitments
At December 31, 2023, the Company and its subsidiaries had fixed commitments to purchase network equipment, other fixed assets and intangible assets of $ i 350 million of which $ i 254 million are due within one year (December 31, 2022: $ i 406 million of which $ i 259 million were due within one year). The Group’s share of commitments from the joint ventures is $ i 18 million, of which $ i 18 million are due within one year (December 31, 2022: $ i 29 million, all of which were due within one year).

G.3. Contingent liabilities
G.3.1. Litigation and legal risks
The Company and its operations are contingently liable with respect to lawsuits, legal, regulatory, commercial and other legal risks that arise in the normal course of business. As of December 31, 2023, the total amount of claims brought against the Company and its subsidiaries is $ i 328 million (December 31, 2022: $ i 239 million). The Group's share of the comparable exposure for its joint venture in Honduras is $ i 9 million (December 31, 2022: $ i 13 million).
As at December 31, 2023, $ i 14 million has been provisioned by its subsidiaries for these risks in the consolidated statement of financial position (December 31, 2022: $ i 25 million). The Group’s share of provisions made by the joint venture in Honduras was $ i 1 million (December 31, 2022: $ i 1 million). While it is not possible to ascertain the ultimate legal and financial liability with respect to these claims and risks, the ultimate outcome is not anticipated to have a material effect on the Group’s financial position and operations.
On May 25, 2020, as a result of the termination of the Costa Rica acquisition, Telefónica filed a complaint, followed by an amended complaint on August 3, 2020, against us in the Supreme Court of New York. The amended complaint asserts damages claims for alleged breaches of contract and alleges, among other things, that the Group was required to close the transaction because the closing conditions specified in the sale and purchase agreement for the acquisition had been satisfied. On February 13, 2024, the Court granted summary judgment in favor of Telefónica, ruling in favor of Telefónica's breach of contract claim as well as its methodology for calculating pre-judgment interest. As of the time of this filing, the Court has not yet determined the exact amount of damages, and a final judgment has not yet been entered. The Group disagrees with the decision and continues to believe that the Group has strong arguments in its favor. The Group plans to file an appeal of the ruling.
Other
At December 31, 2023, Millicom has various other less significant claims which are not disclosed separately in these consolidated financial statements because they are either not material or the related risk is remote.

G.3.2. Tax related risks and uncertain tax position
The Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken
F-79

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in some cases, it is difficult to predict the ultimate outcome. Therefore, judgment is required to determine liabilities for taxes.
In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, the Group assumes that a taxation authority with the right to examine amounts reported to it will examine those amounts and have full knowledge of all relevant information when making those examinations.
The Group has a process in place, and applies significant judgment, in identifying uncertainties over income tax treatments. Management considers whether or not it is probable that a taxation authority will accept an uncertain tax treatment. On that basis, the identified risks are split into three categories (i) remote risks (risk of outflow of tax payments are up to  i 20%), (ii) possible risks (risk of outflow of tax payments assessed from  i 21% to  i 49%) and probable risks (risk of outflow is more than  i 50%). The process is repeated every quarter by the Group.
If the Group concludes that it is probable or certain that the taxation authority will accept the tax treatment, the risks are categorized either as possible or remote, and it determines the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. The risks considered as possible are not provisioned but disclosed as tax contingencies in the Group consolidated financial statements while remote risks are neither provisioned nor disclosed.
If the Group concludes that it is probable that the taxation authority will not accept the Group’s interpretation of the uncertain tax treatment, the risks are categorized as probable, and are presented to reflect the effect of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates by generally using the most likely amount method – the single most likely amount in a range of possible outcomes.
If an uncertain tax treatment affects both deferred tax and current tax, the Group makes consistent estimates and judgments for both. For example, an uncertain tax treatment may affect both taxable profits used to determine the current tax and tax bases used to determine deferred tax.
If facts and circumstances change, the Group reassesses the judgments and estimates regarding the uncertain tax position taken.
At December 31, 2023, the tax risks exposure of the Group's subsidiaries is estimated at $ i 279 million, for which provisions of $ i 52 million have been recorded in tax liabilities; representing management's assessment of the probable cash outflow of eventual claims and required payments related to those risks (December 31, 2022: $ i 221 million of which provisions of $ i 38 million were recorded). The Group's share of comparable tax exposure and provisions in its joint venture amounts to $ i 118 million (December 31, 2022: $ i 97 million) and $ i 7 million (December 31, 2022: $ i 7 million), respectively.

G.4. Non-cash investing and financing activities
 i 
Non-cash investing and financing activities from continuing operations
Note202320222021
(US$ millions)
Investing activities
Acquisition of property, plant and equipmentE.2.2. i 121 ( i 23)( i 47)
Acquisition of lease right of use assets obtained in exchange of lease liabilitiesE.3. i 63  i 127  i 106 
Asset retirement obligationsE.2.2. i 30  i 18  i 32 
Financing activities
Share based compensationB.4.1. i 52  i 29  i 17 
 / 

G.5. Related party balances and transactions
The Group’s significant related parties are:
Xavier Niel, his subsidiaries and joint ventures, as well as his close family members.
•    EPM and subsidiaries (EPM), the non-controlling shareholder in our Colombian operations (see notes A.1.4. and C.7.4.);
•    Miffin Associates Corp and subsidiaries (Miffin), our joint venture partner in Guatemala until November 12, 2021, date on which Miffin ceased to be a related party, as Millicom signed and closed an agreement to acquire the remaining  i 45% equity interest in our joint venture business in Guatemala from Miffin (see note A.1.2.).
F-80

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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•    Cable Onda partners and subsidiaries, the non-controlling shareholders in Tigo Panama (see note A.1.2.), until June 29, 2022, date on which Cable Onda Partners ceased to be a related party as the non-controlling shareholders of Tigo Panama exercised their put option right to sell their remaining 20% shareholding to Millicom.
Xavier Niel
Xavier Niel has significant expertise in the telecoms sector with a 30 year track record of innovation in the sector. He is the owner of the Iliad group, a leading telecoms provider present in France, Italy and Poland, as well as NJJ Holding, an investor in telecoms assets including in Switzerland and Ireland.
Xavier Niel has significant influence over Millicom, as holding, directly or indirectly (through NJJ Holding, Atlas Investissement and Atlas Luxco S.à.r.l. ultimately controlled by him) approximately  i 29.1% of Millicom's shareholding and voting rights as of December 31, 2023. Additionally, on the annual AGM held on 31 May, 2023, Xavier Niel obtained representation in Millicom’s Board of Directors with the appointment of three (out of nine) non-Executive directors.
Empresas Públicas de Medellín (EPM)
EPM is a state-owned, industrial and commercial enterprise, owned by the municipality of Medellin, and provides electricity, gas, water, sanitation, and telecommunications. EPM owns  i 50% of our operations in Colombia. Transactions with EPM represent mainly purchases in the form of leases.
Miffin Associates Corp (Miffin)
As mentioned above, Miffin ceased to be a related party to the Group from November 12, 2021. Transactions with Miffin represented recurring commercial operations such as purchase of handsets, and sale of airtime.
 i 
The Group had the following transactions with related parties:
Expenses202320222021

(US$ millions)
Purchases of goods and services from Miffin (i) i   i  ( i 165)
Purchases of goods and services from EPM( i 45)( i 45)( i 39)
Other expenses( i 10)( i 18)( i 16)
Total( i 55)( i 63)( i 220)

Income and gains202320222021
(US$ millions)
Sale of goods and services to Miffin (i) i   i   i 299 
Sale of goods and services to EPM i 12  i 11  i 14 
Other revenue i   i 1  i 2 
Total i 12  i 11  i 314 
(i)    Miffin entities are not considered as related parties since November 12, 2021.
The Group had the following balances with related parties:
December 31
20232022
Liabilities
(US$ millions)
Payables to Honduras joint venture(ii) i 68  i 48 
Payables to EPM i 33  i 39 
Other accounts payable i 2  i 2 
Total i 103  i 88 
 / 
(ii)    Mainly dividends.

F-81

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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December 31
20232022
Assets
(US$ millions)
Receivables from EPM i 2  i 2 
Receivables from Honduras joint venture i 9  i 13 
Total i 12  i 15 

G.6. Colombia Unrestricted Subsidiaries
On August 28, 2023, Millicom designated Tigo-UNE, Colombia Móvil S.A. E.S.P., Edatel S.A. E.S.P., Orbitel Servicios Internacionales S.A.S., Cinco Telecom Corp., Inversiones Telco S.A.S. and Emtelco S.A.S. (collectively, the “Colombia Unrestricted Subsidiaries), which are the entities constituting its Colombian operations as “Unrestricted Subsidiaries under the  i 4.500% Notes, the  i 6.625% Notes, the  i 5.125% Notes, the  i 6.250% Notes, the SEK Bond, COP Bond and several of its financing agreements.
 i 
The following supplemental consolidating financial information presents selected statement of income and statement of financial position information of Millicom and its Restricted Subsidiaries (as defined under its outstanding credit instruments) separately from such information for Millicom’s Unrestricted Subsidiaries.
Statement of income
$ millions
Millicom Group
(A)
Colombia Unrestricted Subsidiaries
(B)
Intercompany Eliminations
(C)
Millicom Restricted Group
(A)-(B) net of (C)
Revenue i 5,661 i 1,313 i  i 4,348
Equipment, programming and other direct costs( i 1,507)( i 392)( i 3)( i 1,118)
Operating expenses( i 2,043)( i 501) i 3( i 1,539)
Depreciation( i 978)( i 269) i ( i 709)
Amortization( i 360)( i 100) i ( i 260)
Share of profit in Honduras joint venture i 42 i  i  i 42
Other operating income (expenses), net i 10 i 9 i  i 1
Operating profit i 826 i 60 i 1 i 766
Net financial expenses( i 684)( i 242) i 10( i 432)
Other non-operating (expenses) income, net i 36 i 32 i  i 4
Profit (loss) from other joint ventures and associates, net( i 3) i  i ( i 3)
Profit (loss) before taxes from continuing operations i 175( i 150) i 11 i 336
Tax expense( i 424)( i 176) i ( i 248)
Profit (loss) from continuing operations( i 249)( i 326) i 11 i 87
Profit (loss) from discontinued operations, net of tax i 4 i  i  i 4
Net profit (loss) for the year( i 245)( i 326) i 11 i 91
 / 


F-82

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Statement of financial position
$ millions
Millicom Group
(A)
Colombia Unrestricted Subsidiaries
(B)
Intercompany Eliminations
(C)
Millicom Restricted Group
(A)-(B) net of (C)
December 31, 2023
ASSETS
NON-CURRENT ASSETS
Intangible assets, net i 7,785 i 1,152 i  i 6,633
Property, plant and equipment, net i 3,107 i 884 i  i 2,223
Right of use assets, net i 896 i 229 i  i 667
Investment in Honduras joint venture i 576 i  i  i 576
Contract costs, net i 12 i  i  i 12
Deferred tax assets i 141 i 1 i  i 140
Other non-current assets i 84 i 29 i 54 i 109
TOTAL NON-CURRENT ASSETS i 12,601 i 2,295 i 54 i 10,359
CURRENT ASSETS
Inventories i 45 i 8 i  i 37
Trade receivables, net i 443 i 128 i  i 314
Contract assets, net i 82 i 7 i  i 75
Amounts due from non-controlling interests, associates and joint ventures i 12 i 4 i  i 8
Prepayments and accrued income i 168 i 35 i  i 132
Current income tax assets i 118 i 66 i  i 52
Supplier advances for capital expenditure i 21 i 1 i  i 20
Other current assets, including derivatives financial instruments
 i 196 i 43 i 61 i 215
Restricted cash i 56 i 1 i  i 55
Cash and cash equivalents i 775 i 36 i  i 739
TOTAL CURRENT ASSETS i 1,915 i 330 i 61 i 1,647
TOTAL ASSETS i 14,516 i 2,625 i 115 i 12,006
F-83

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
Painter Final Correction (MIC Logo).jpg
Statement of financial position
$ millions
Millicom Group
(A)
Colombia Unrestricted Subsidiaries
(B)
Intercompany Eliminations
(C)
Millicom Restricted Group
(A)-(B) net of (C)
EQUITY
Share capital and premium i 1,334 i  i  i 1,334
Treasury shares( i 8) i  i ( i 8)
Other reserves( i 500)( i 373) i ( i 127)
Retained profits i 2,785 i 640 i 113 i 2,258
Net profit/ (loss) for the period/year attributable to owners of the Company( i 82)( i 163) i  i 81
Equity attributable to owners of the Company i 3,529 i 105 i 113 i 3,538
Non-controlling interests( i 84)( i 85) i  i 1
TOTAL EQUITY i 3,445 i 20 i 113 i 3,538
LIABILITIES
NON-CURRENT LIABILITIES
Debt and financing i 6,476 i 601 i  i 5,875
Lease liabilities i 854 i 226 i  i 628
Derivative financial instruments i 46 i  i  i 46
Amounts due to non-controlling interests, associates and joint ventures i 12 i 54 i ( i 42)
Payables and accruals for capital expenditure i 885 i 846 i  i 38
Other non-current liabilities - Total i 330 i 166 i  i 163
Deferred tax liabilities i 140 i  i  i 140
TOTAL NON-CURRENT LIABILITIES i 8,742 i 1,894 i  i 6,848
Debt and financing i 221 i 111 i  i 109
Lease liabilities i 189 i 65 i  i 124
Put option liability i 86 i  i  i 86
Payables and accruals for capital expenditure i 314 i 112 i  i 202
Other trade payables i 390 i 123 i  i 266
Amounts due to non-controlling interests, associates and joint ventures i 62 i 65 i ( i 3)
Accrued interest and other expenses i 444 i 92 i  i 353
Current income tax liabilities i 93 i 1 i  i 93
Contract liabilities i 156 i 5 i  i 151
Provisions and other current liabilities i 374 i 137 i 2 i 239
TOTAL CURRENT LIABILITIES i 2,329 i 711 i 2 i 1,620
TOTAL LIABILITIES i 11,071 i 2,605 i 2 i 8,468
TOTAL EQUITY AND LIABILITIES i 14,516 i 2,625 i 115 i 12,006
F-84

Notes to the Consolidated Financial Statements
For the years ended December 31, 2023, 2022 and 2021
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H.  i Subsequent Events
Voluntary retirement plan in Colombia
On January 19, 2024, Tigo Colombia announced a voluntary retirement plan for its employees. As of the time of issuance of this report, Millicom has incurred severance expenses related to this plan of approximately $ i 17 million.
Tower sale
On January 24, 2024, Millicom announced that its subsidiary in Colombia has agreed to sell approximately  i 1,100 wireless communications towers to affiliates of investment funds managed by KKR.
Telefonica Costa Rica legal case
On February 13, 2024, the New York Supreme Court granted summary judgment in favor of a breach of contract claim filed by Telefónica after Millicom terminated the acquisition of Telefónica’s Costa Rican business in 2020. The Court also ruled in favor of Telefónica’s methodology for calculating pre-judgment interest. As of the time of the issuance of this report, the Court has not yet determined the exact amount of damages, and a final judgment has not yet been entered. Millicom disagrees with the decision and continues to believe that it has strong arguments in its favor. Millicom plans to file an appeal of the ruling.
Bond repurchase
Since January 1, 2024 up to the date of issuance of these consolidated financial statements, Millicom has continued to repurchase bonds in the secondary markets for total amounts of $ i 17 million of the 2031 USD  i 4.5% Senior notes, $ i 64 million of the USD  i 5.125% Comcel Senior Notes and $ i 27 million of the USD  i 4.500% Senior Notes in Panama.
Share repurchase program
As part of the share repurchase program Millicom has continued to repurchase shares in 2024, acquiring an additional  i 1,289,776 shares since the beginning of 2024 to March 7, 2024.
Mobile network combination in Colombia
On February 26, 2024, Tigo Colombia finalized its agreement with Telefonica's subsidiary in Colombia to create a jointly-owned mobile infrastructure business, which will combine some of the Group's mobile network infrastructure and spectrum assets in Colombia. On February 26, 2024, Tigo Colombia received final approvals to operate the 5G spectrum purchased in the auction that occurred on December 20, 2023 enabling Tigo Colombia to launch 5G services which are now available.

F-85

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
4/27/31
10/31/28
5/31/28
1/15/28
9/12/27
10/15/26
12/31/25
10/15/25
9/3/25
1/1/25
12/20/24
9/30/24
5/22/24
4/5/24
Filed on:3/12/24
3/8/24
3/7/24
2/26/246-K
2/13/24SC 13G/A
2/6/24
1/31/24
1/24/24
1/19/24
1/17/24SC 13D/A
1/1/24
For Period end:12/31/23
12/20/23
12/18/23
12/14/236-K
12/1/23
11/8/23SC 13D/A
10/27/23
10/12/23
8/31/236-K
8/28/23
6/30/23
6/13/23
6/8/23
5/31/236-K
5/10/23
4/30/23
3/23/23
2/28/2320-F
1/5/23
12/31/2220-F
12/22/22
12/6/22
11/30/22
11/21/226-K
11/20/22
11/4/22SC 13G
10/5/22
9/30/22
9/12/22
6/29/22
6/14/22
5/18/22424B2,  6-K,  8-A12B,  FWP
5/10/226-K,  FWP
4/27/22
4/5/22
4/1/22
3/31/22
3/28/22
3/1/2220-F,  20-F/A,  6-K,  F-3ASR
2/28/22
2/3/22
1/27/226-K
1/21/22
1/19/22
1/13/22
1/12/22
1/10/22
1/1/22
12/31/2120-F,  20-F/A
12/29/21
12/28/21
12/26/21
12/22/21
12/14/21
12/9/21
11/12/216-K
11/10/21
10/25/21
10/13/21
10/1/21
9/24/21
9/22/216-K
9/8/216-K
8/31/21
4/19/21
3/26/21
3/10/2120-F
3/1/21
2/22/21
2/16/21
2/11/216-K,  SC 13G/A
1/1/21
10/27/206-K
10/19/206-K
10/15/20
8/3/20
7/7/20
6/30/20
5/25/20
2/28/2020-F
1/30/20
1/28/20
12/20/19
11/1/19
10/28/19
10/15/19
9/25/19
5/15/19
4/5/19
3/25/19
1/9/196-K
12/13/1820FR12B,  DRS,  DRS/A
10/16/18
5/30/18
3/23/18
9/20/17
3/3/17
7/23/16
4/5/12CORRESP
5/27/11
12/17/10
1/11/08
5/11/07
2/13/076-K
7/13/05
6/15/04
3/22/04
12/21/02
12/30/96
6/16/92
 List all Filings 


5 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/23  Millicom Int’l Cellular SA        20-F       12/31/22  121:44M                                    Workiva Inc Wde… FA01/FA
 3/02/22  Millicom Int’l Cellular SA        20-F/A     12/31/21  127:170M                                   Workiva Inc Wde… FA01/FA
 3/10/21  Millicom Int’l Cellular SA        20-F       12/31/20  118:44M                                    Workiva Inc Wde… FA01/FA
 2/28/20  Millicom Int’l Cellular SA        20-F       12/31/19  122:36M
12/13/18  Millicom Int’l Cellular SA        20FR12B               11:9.7M                                   Toppan Merrill/FA
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