MILLICOM INTERNATIONAL CELLULAR SA0000912958false2021FY3.911.11.2P3YP3YP5Y103510351037P5YP8YP10YP10YP10YP8YP5YP12YP10YP5YP7YP7YP5Y1.00P1Y11214051527

As filed with the Securities and Exchange Commission on February 28, 2020March 1, 2022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐    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: 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact name of Registrant as specified in its charter)
Grand Duchy of Luxembourg

(Jurisdiction of incorporation)
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)
Mauricio Ramos
President and Chief Executive Officer
Millicom International Cellular S.A.
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
Phone: +352-277-59101+352-277-59018; +1 786 628 5270; +1 786 628 5303
Email: 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:

1


Title of each classTrading SymbolName of each exchange on which registered
Common Stock,Shares, par value $1.50 per shareTIGOThe Nasdaq Stock Market LLC

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.
101,739,217 common shares of Common Stock as of December 31, 20192021
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes xNo x
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 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.
Yes xNo x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes xNo
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.
Large Accelerated Filer x    Accelerated Filer ☐    Non-accelerated Filer ☐    Emerging growth company ☐
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 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
x    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).
YesNo x

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3



TABLE OF CONTENTS
PAGE

4


E. Taxation


5


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, 20192021 and 20182020 and for the years ended December 31, 2019, 20182021, 2020 and 2017.2019. The Millicom Group’s financial statements included herein and the accompanying notes thereto have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). We end our fiscal year on December 31. References to fiscal 2019,2021, fiscal 20182020 and fiscal 20172019 refer to the years ended December 31, 2021, 2020 and 2019, 2018 and 2017, respectively.
Comunicaciones Celulares, S.A. (“Comcel”), our principal Guatemala joint venture company in which we hold a 55% ownership interest but which we do not control, met the income threshold as a significant investee accounted for by the equity method for purposes of Rule 3-09 of Regulation S-X for the years ended December 31, 2019, 2018 and 2017.  As permitted by Rule 3-09, the financial statements for Comcel will be separately provided in an amendment to this Form 20-F.
Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker to make strategic and operational decisions from both a business and geographic perspective. The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. The Millicom Group has businesses in two main regions, Latin America and Africa, which constitute our two segments. Our Latin America segment includes our Guatemala and Honduras joint venturesventure as if theyit were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters and to provide increased transparency to investors on those operations. Our Latin America segment also includes our operations in Guatemala. See also note A.1.2. to our audited consolidated financial statements for information regarding our acquisition of the remaining 45% equity interest in our Guatemala joint venture business on November 12, 2021. This acquisition had no impact on the presentation of our Latin America segment because we previously included our Guatemala joint venture as if it were fully consolidated. Finally, even prior to its formal disposal in October 2021, our Africa segment doesdid not include our joint venture in Ghana because our management doesdid not consider it a strategic part of our group.Group. See “Item 5. Operating and Financial Review and Prospects—A. 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 (until November 12, 2021 as explained below) and Honduras joint ventures but excluding ourventure. Prior to its disposal in October 2021, we excluded the Ghana joint venture. We excludeventure from the Africa operational data from our Ghana joint venture because, unlike our other joint ventures, we dodid not consider it a strategic part of our Group.
Latin America ("Latam") figures include 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. Latam figures also include our operations in Guatemala. On November 12, 2021, we acquired the remaining 45% equity interest in our Guatemala joint venture business, and we now fully consolidate our operations in Guatemala. Prior to this date, we held a 55% stake in our operations in Guatemala and accounted for them using the equity method of accounting and as a joint venture, along with our operations in Honduras.
Financial data is presented either at a consolidated level or at a segmental level, as derived from our financial statements, including the notes thereto.
We have made rounding adjustments to reach some of the figures included in this Annual Report. Accordingly, numerical 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.
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, itsour 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
6


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.
7



FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY
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 and foreign exchange rate fluctuations as well as local economic conditions in the markets we serve;
potential disruption due to diseases, pandemics, political events, piracy or acts by terrorists, including the impact of the outbreak of the COVID-19 virus and the ongoing efforts throughout the world to contain it;
telecommunications usage levels, including traffic, customer growth and customer growth;the accelerated transition from traditional to digital services as a result of the COVID-19 pandemic;
competitive forces, including pricing pressures, 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 acceleration of cash flow growth, the reduction in net leverage, the expansion of our fixed broadband network, and the implementation of a share repurchase program and environmental, social and governance standards;
legal or regulatory developments and changes, or changes in governmental policy, including with respect to the availability of spectrum and licenses, the level of tariffs, laws and regulations which require the provision of services to customers without charging or the ability to disconnect such services during the COVID-19 pandemic, tax matters, the terms of interconnection, customer access and international settlement arrangements;
our ability to grow our mobile financial services business in our Latin American markets;
adverse legal or regulatory disputes or proceedings;
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 new organizational structures for the Tigo Money and Towers businesses and manage them independently to enhance their value;
relationships with key suppliers and costs of handsets and other equipment;
our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely and cost-effective manner 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;
8


other factors or trends affecting our financial condition or results of operations; and
various other factors, including without limitation those described under “Item 3. Key Information—D. 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 “Item 3. Key Information—D. Risk Factors.” These risks and uncertainties include factors relating to the markets in which we operate and global economies, securities and foreign exchange markets, which exhibit volatility and can be adversely affected by developments in other countries, factors relating to the telecommunications industry in the markets in which we operate and changes in its regulatory environment, and factors relating to the competitive markets in which we operate.

PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable to Annual Report filing.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable to Annual Report filing.

ITEM 3. KEY INFORMATION

A.    Selected Financial Data
Historical financial information
The following tables present selected historical financial data for the Millicom Group. The statement of income data for the Millicom Group set forth below for the years ended December 31, 2019, 20182021, 2020 and 20172019 and the statements of financial position data set forth below as of December 31, 20192021 and 20182020 are derived from the Millicom Group’s audited consolidated financial statements included elsewhere in this Annual Report. The statement of income data for the years ended and as of December 31, 2016 and 2015 and statement of financial position data as of December 31, 2017, 2016 and 2015 are derived from the Millicom Group’s audited consolidated financial statements not included in this Annual Report.
The Guatemala and Honduras joint ventures were fully consolidated in our financial statements for fiscal 2015, as we had a path to full control as a result of our governance arrangements and certain put and call options. The put and call options expired unexercised on December 31, 2015 and the Guatemala and Honduras operations were deconsolidated in our financial statements from that date. Although our ownership interests remain unchanged, our interests in the Guatemala and Honduras joint ventures is now accounted for under the equity method of accounting in our financial statements and results of operations for fiscal 2016 and subsequent periods.
Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker to make strategic and operational decisions from both a business and geographic perspective. The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. The Millicom Group has businesses in two main regions, Latin America and Africa, which constitute our two segments. Our Latin America segment includes the Guatemala and("Latam") figures include our Honduras joint venturesventure as if theyit were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters and to provide increased transparency to investors on those operations. Our Africa segment does not includeOn November 12, 2021, we acquired the remaining 45% shareholding in our Guatemala business, and we now fully consolidate our operations in Guatemala from that date. Prior to this date, we held a 55% stake in our operations in Guatemala and accounted for them as a joint venture, along with our operations in Honduras. Prior to its disposal in October 2021, we excluded the Ghana joint venture from the Africa operational data because, unlike our management doesother joint ventures, we did not consider it a strategic part of our group.Group. Financial data is presented either at a consolidated level or at a segmental level, as derived from our financial statements, including the notes thereto.
You should read this selected financial data together with “Item 5. Operating and Financial Review and Prospects” and the financial statements and accompanying notes included in this Annual Report. The historical results are not necessarily indicative of the Millicom Group’s future results of operations or financial condition.

9


Selected statement of income data
 Year ended December 31,
 2019 (i) 2018 (ii) (iii) 2017 (ii) (iii) 2016 (ii) (iii) 2015 (ii) (iii)
 (U.S. dollars in millions)  
Revenue4,336
 3,946
 3,936
 3,876
 6,112
Cost of sales(1,201) (1,117) (1,169) (1,142) (1,637)
Gross profit3,135
 2,829
 2,767
 2,735
 4,474
Operating expenses(1,604) (1,616) (1,531) (1,552) (2,352)
Depreciation(825) (662) (670) (648) (948)
Amortization(275) (140) (142) (171) (222)
Share of profit in the joint ventures in Guatemala and Honduras179
 154
 140
 115
 
Other operating income (expenses), net(34) 75
 69
 (13) (11)
Operating profit575
 640
 632
 465
 940
Interest and other financial expenses(564) (367) (389) (366) (395)
Interest and other financial income20
 21
 16
 21
 21
Other non-operating (expenses) income, net227
 (39) (2) 21
 (596)
Profit (loss) from other joint ventures and associates, net(40) (136) (85) (49) 100
Profit (loss) before taxes from continuing operations218
 119
 172
 92
 71
Charge for taxes, net(120) (112) (162) (176) (262)
Profit (loss) for the year from continuing operations97
 7
 10
 (84) (192)
Profit (loss) from discontinued operations, net of tax57
 (33) 60
 (6) (252)
Net profit (loss) for the year154
 (26) 69
 (90) (444)
Attributable to:         
The owners of Millicom149
 (10) 87
 (32) (559)
Non-controlling interests5
 (16) (17) (58) 115
Earnings (loss) per common share for profit (loss) attributable to the owners of the Company:1.48
 (0.10) 0.86
 (0.32) (5.59)
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company0.92
 0.23
 0.27
 (0.26) (3.07)
December 31
2021(i)20202019(ii)
(U.S. dollars in millions)
Revenue4,617 4,171 4,336 
Cost of sales(1,302)(1,171)(1,201)
Gross profit3,316 3,000 3,135 
Operating expenses(1,677)(1,505)(1,604)
Depreciation(878)(890)(825)
Amortization(318)(318)(275)
Share of profit in joint ventures210 171 179 
Other operating income (expenses), net(12)(34)
Operating profit659 446 575 
Interest and other financial expenses(531)(624)(564)
Interest and other financial income23 13 20 
Revaluation of previously held interests in Guatemala670 — — 
Other non-operating (expenses) income, net(50)(106)227 
Profit (loss) from other joint ventures and associates, net(39)(1)(40)
Profit (loss) before taxes from continuing operations732 (271)218 
Tax (charge) credit, net(189)(102)(120)
Profit (loss) from continuing operations543 (373)97 
Profit (loss) from discontinued operations, net of tax— (12)57 
Net profit (loss) for the period542 (385)154 
Attributable to:
Owners of the Company590 (344)149 
Non-controlling interests(48)(41)
Earnings (loss) per common share for profit (loss) attributable to the owners of the Company5.84 (3.40)1.48 
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company5.84 (3.28)0.92 
(i)IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(i)    2021 figures include the impact of our acquisition of the remaining 45% shareholding in our operations in 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.
(ii)    2019 figures also include the impact of our acquisitions: one full year of Cable Onda acquired at the end of 2018 and 8 months of TelefonicaTelefonía Celular de Nicaragua, S.A. and 4 months of Telefonica Moviles Panama,Telefónica Móviles Panamá, S.A., each acquired in 2019. seeSee note A.1.2. in the notes to our audited consolidated financial statements.
(ii)IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(iii)Restated for discontinued operations.

10


Selected statement of financial position data
 December 31,  
 2019(i) 2018(ii) 2017(ii) 2016(ii) 2015(ii)
 (U.S. dollars in millions)  
Assets         
Total non-current assets10,210
 8,785
 7,646
 7,961
 8,512
Total current assets2,641
 1,525
 1,585
 1,661
 1,871
Assets held for sale5
 3
 233
 5
 12
Total assets12,856
 10,313
 9,464
 9,627
 10,395
Equity and Liabilities         
Total non-current liabilities7,770
 4,845
 4,116
 4,361
 4,210
Total current liabilities2,406
 2,676
 1,989
 1,898
 2,457
Liabilities directly associated with assets held for sale
 
 79
 
 
Total liabilities10,176
 7,521
 6,183
 6,258
 6,667
Equity attributable to owners of the Company2,410
 2,542
 3,096
 3,167
 3,477
Non-controlling interests271
 251
 185
 201
 251
Total equity2,680
 2,792
 3,281
 3,368
 3,728
Total equity and liabilities12,856
 10,313
 9,464
 9,627
 10,395

December 31
2021(i)2020
(U.S. dollars in millions)
Assets
Total non-current assets12,852 10,114 
Total current assets2,286 2,307 
Assets held for sale— 
Total assets15,139 12,422 
Equity and Liabilities
Total non-current liabilities7,914 7,540 
Total current liabilities4,485 2,608 
Liabilities directly associated with assets held for sale— — 
Total liabilities12,399 10,148 
Equity attributable to owners of the Company2,583 2,059 
Non-controlling interests157 215 
Total equity2,740 2,274 
Total equity and liabilities15,139 12,422 
(i)IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(ii)IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions. The consolidated statement of financial position at December 31, 2018 has been restated after finalization of the Cable Onda purchase accounting (see note A.1.2.)
(i)    2021 figures include the fully consolidated statement of financial position of our operations in Guatemala following our acquisition of the remaining 45% shareholding on November 12, 2021 (see note A.1.2. to our audited consolidated financial statements).




As of and for the year ended  December 31,

2021

2020

2019
Share capital153 153 153 
Number of shares (in thousands)101,739 101,739 101,739 
Dividend declared per share (over the period)— — 2.64 
Diluted net income (loss) per share (over the period) attributable to the owners of the Company5.84 (3.40)1.48 
11


As of and for the year ended
December 31,
  

2019
2018
2017
2016 2015
Share capital153

153

153

153
 153
Number of shares (in thousands)101,739

101,739

101,739

101,739
 101,739
Dividend declared per share (over the period)2.64

2.64

2.64

2.64
 2.64
Diluted net income (loss) per share (over the period) attributable to the owners of the Company1.48

(0.10)
0.86

(0.32) (5.59)



Other revenue data
In addition to consolidated revenue data, the following table sets forth for the periods indicated certain segment revenue data, which has been extracted from note B.3B.3. to our audited consolidated financial statements, where segment data is reconciled to consolidated data:
 Year ended
December 31,
  
 2019(i) 2018(ii) (iii) 2017(ii) (iii) 2016(ii) (iii) 2015(ii)(iii)
Consolidated:         
Mobile revenue2,150
 2,126
 2,147
 2,182
 3,946
Cable and other fixed services revenue1,928
 1,565
 1,551
 1,437
 1,626
Other revenue52
 43
 38
 36
 37
Total service revenue4,130
 3,734
 3,737
 3,655
 5,609
Telephone and equipment206
 212
 199
 221
 502
Total Consolidated Revenue4,336
 3,946
 3,936
 3,876
 6,112
          
Latin America segment:         
Mobile revenue3,258
 3,214
 3,283
 3,318
 3,580
Cable and other fixed services revenue2,197
 1,808
 1,755
 1,611
 1,621
Other revenue60
 48
 40
 37
 37
Total service revenue5,514
 5,069
 5,078
 4,966
 5,237
Telephone and equipment449
 415
 363
 386
 502
Latin America Segment Revenue5,964
 5,485
 5,441
 5,352
 5,740
          
Africa segment:         
Mobile revenue372
 388
 374
 380
 366
Cable and other fixed services revenue9
 10
 9
 15
 3
Other revenue1
 1
 2
 3
 
Total service revenue382
 398
 385
 398
 369
Telephone and equipment
 
 1
 
 
Africa Segment Revenue382
 399
 386
 398
 369
Year ended December 31,
2021(i)20202019(ii)
Consolidated:
Mobile revenue2,347 2,116 2,150 
Cable and other fixed services revenue1,947 1,803 1,928 
Other revenue60 52 51 
Total service revenue4,354 3,971 4,130 
Telephone and equipment263 201 206 
Total Consolidated Revenue4,617 4,171 4,336 
Latin America segment:
Mobile revenue3,372 3,220 3,258 
Cable and other fixed services revenue2,275 2,097 2,197 
Other revenue70 60 60 
Total service revenue5,716 5,377 5,514 
Telephone and equipment503 466 449 
Latin America Segment Revenue6,220 5,843 5,964 
Africa segment:
Mobile revenue347 357 372 
Cable and other fixed services revenue
Other revenue— 
Total service revenue357 366 382 
Telephone and equipment— — — 
Africa Segment Revenue357 366 382 
(i)IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(ii)IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(iii)Restated for discontinued operations.

(i)    2021 figures include the fully consolidated statement of financial position of our operations in Guatemala following the acquisition of the remaining 45% shareholding on November 12, 2021 (see note A.1.2. to our audited consolidated financial statements).
(ii)    2019 figures include the impact of our acquisitions: 8 months of Telefonía Celular de Nicaragua, S.A. and 4 months of Telefónica Móviles Panamá, S.A., each acquired in 2019. See note A.1.2. to our audited consolidated financial statements.

B.    Capitalization and Indebtedness
Not applicable to Annual Report filing.

C.    Reasons for the Offer and Use of Proceeds
Not applicable to Annual Report filing.


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D.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 shares. The risks and uncertainties we describe below are not the only ones we face. Additional risks and uncertainties of which we are not aware or that we currently believe are less material may also adversely affect the business, financial condition and results of operations, cash flows or prospects of the Millicom

Group. 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 shares could decline, and you could lose all or part of your investment.
This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this Annual Report.
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, MFS and distribution systems;
the impact of the COVID-19 global pandemic on our operations, business and financial condition;
our ability to achieve the anticipated benefits of the acquisition of the remaining 45% equity interest in our Guatemala joint venture 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 television 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;
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;
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;
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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 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;
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 telecommunication and cable industries
2.Risks related to Millicom’s businesses in the markets in which it operates
3.Risks related to Millicom’s size, structure and leadership
4.Risks related to share ownership and registration with the Securities and Exchange Commission

1.Risks related to the telecommunications, cable and Mobile Financial Services ("MFS") industries
1.Risks related to the telecommunication and cable industries

2.Risks related to Millicom’s businesses in the markets in which it operates
a.Evolution of the telecommunications and cable industries

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 3G or 4Ghybrid fiber-coaxial ("HFC") services may become obsolete when appropriate devices becomeonce faster and more affordable fiber-to-the-home ("FTTH") services are available and affordable for consumers and consumers upgrade to 5G services.consumers.
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Growth in internet connectivity has led to the proliferation of entrants offering Voice over Internet Protocol (“VoIP”) services and video content 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 customers reduce theirthe use of mobile voicethese services has the potential to increase substantially over time, we have expended significant resources to deploy both HFC and short message service (“SMS”)FTTH networks in several of our markets. However, an increasing number of local and regional providers of fiber connections are offering internet services therewith the 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 notprevent 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 corresponding increasenegative impact on our growth and ability to attract and retain customers.
In addition, if competitive or other factors compel the need to invest in their data usenew technologies earlier than anticipated, previous equipment or revenue generated from data use.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 4G systems, including 4G LTE, 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 has 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, andtogether 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. Such uncertaintiesWith 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 and spectrum 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 materialized, 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

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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 and pay-TV industry has 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. We currently have exclusivity rights over local soccer content in several of our markets, including Bolivia, Costa Rica, El Salvador, Guatemala, Honduras 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 these 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 US dollars, which may result in fluctuations in costs in the countries in which we sell content due to foreign exchange fluctuations.
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, paid TVpay-TV and broadband customers, and we have strategic partnerships with major digital players, such as Amazon, Deezer and HBO.Amazon. We make long–term commitments in advance even though we cannot predict the popularity of the services or ratings the programming will generate. Fees are negotiated for a number of years and on a share revenue basis; however, inIn 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.
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 and pay-TV industry has 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. We may not be able to moderate the growth in these costs or fully pass these on to our customers in the form of price increases.
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

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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 order to acquire or renew licenses or access infrastructure needed to continue to offer new 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;permissions, or other governmental permissionspermissions; or refuse to renew licenses that are up for renewal. For example, legislation in Tanzania requires telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a public offering. We have not yet complied with this requirement and the maximum penalty for non-compliance could include a revocation of our telecommunications licenses in Tanzania.
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 medium-to-near term include our mobile telecommunications licenses in Paraguay (2021, 2022(2022 and 2023), Nicaragua (2023) and Colombia (2021(2023). In El Salvador, we have been in the process of renewing certain portions of the 3.5 GHz band with local coverage (not at a national level), which expired in 2018-2020. However, the regulator has shown an interest in reorganizing the band to prepare it for an auction for spectrum with national coverage during the second half of 2022. Other portions of the 3.5 GHz band will expire during 2026 and 2023).2027.
Other licenses due to expire include our license for data transmission and DTH services in Honduras (2022 and 2024) and, concessions to operate telephone services and pay-TV services in Panama (2022 and 2024) and spectrum licenses for fixed wireless services in Paraguay (2024). In Tanzania, our national and international applications services licenses are due to expire in 2022 and 2020,2030, respectively.
Licenses may contain additional obligations.
Licenses may contain additional obligations, including payment obligations, 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 recent 700 MHz frequency acquisitions were paid partly with cash and partly by committing to provide coverage to 1,636 districts over the course of 5 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 “Item 4. Information on the Company—B. Business Overview—Regulation.”
d.Quality and resilience of networks and service

d.Quality and resilience of networks and service

Equipment and network systems failures, including as a result of 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 events, including fire, flood, windstorms and other natural disasters, 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 sponsoredstate-sponsored censorship, sabotage, theft and poor equipment maintenance.
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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 by the public at large, and this could lead to reputational harm and to new and burdensome regulatory obligations in the future.
e.Regulation

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, the Colombian regulator previously challenged Colombia Móvil’s license fee, stating that it should be a significantly higher amount than we had recorded, although Colombia Móvil prevailed.
In addition, certainCertain 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. Additionally,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. Additionally, in light of the COVID-19 pandemic, governments in several of our markets have discussed and/or imposed obligations to provide free service or limitations on our ability to collect sums due from customers. Specifically, several countries prohibited the disconnection of customers with past due accounts for an extended period. Any such measures could once again significantly impact our revenues and/or collections.
Changes in regulations may subject us to legal proceedings and regulatory actions and may disrupt our business activities.
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.
Regulations which make it commercially unviable to subsidize our mobile customers’ handsets, or set an expiry date on when our customers must use their prepaid minutes, data or SMSshort message service ("SMS") bundles, could reduce revenue and margins for mobile services. For example, in 2015, the regulator in Colombia determined that handsets and telecommunication services cannotcould not be bundled and musthad 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. InIn 2019, the regulatorLegislative Assembly in El Salvador made a reform to the Consumer Protection Law, which required a change in the telecommunication companies' commercial activities. It demanded the maintenance for up to 90 days of unused data allowances and prohibited automatic renewals, changing our financial results. Additionally, it banned broadcasts and collection activities outside business hours, impacting our clients' churn trends and payment behavior.

Our Mobile Financial Services (“MFS”)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. We
The lack of established laws and regulations may notmake 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 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 regulationregulations are applied retroactively, we may be applied retroactively.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 “Item 4. Information on the Company—B. Business Overview—Regulation.”
f.Cyber security and data protection

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, computer viruses, dedicated 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 or our customers' operations. Cyber-attacks against companies, including Millicom, have increased in frequency, scope and potential harm in recent years. Other businesses have been victimsRansomware attacks are a type of ransomware attackscyber-attack in which thea business becomes unable to access its own information and is presented with a demand to pay a ransom in order to once again have access to its information. 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. Thecosts 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 experiencebe subject again, to unauthorized access or distribution of confidential information by third parties or employees, errors or breaches by third partythird-party suppliers, or other breaches of security that compromise the integrity of confidential information.
As many companies do, Millicom has experienced occurrences of denial of service, phishing, ransomware attacks, and internal and external malicious actors targeting our systems and networks. Most recently, we were subject to ransomware attacks related to our operations in Guatemala and El Salvador and an attack on a web portal related to our operations in Colombia, which affected a small number of subscribers of our services. While the effect that these attacks had on our services was minimal and resulted in limited data loss, 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, such attacks are becoming increasingly complex and sophisticated, and our control environment may not be sufficient to address future threats.
We collect and process sensitive customer personal data.
We increasingly collect, use and store and use 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
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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 regulation known as the General Data Protection Regulation (GDPR),regulations, which imposesimpose significant penalties for non-compliance.
In addition, somemost 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 may fail to do so andcannot 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 be leakedneed 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 otherwise used inappropriately.data warehouses to further protect customer and employee data.
g.Competition

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 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 in Guatemala and El Salvador recently when America MovilAmérica Móvil acquired the mobile businessesbusiness of Telefonica;Telefónica; 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 for our services. For example, 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 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
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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 offerings and other services delivered over the internet (referred to as “Over-The-Top”“Over-the-Top” or “OTT” services) for voice, instant messaging, and content has significantly increased competitive risk and has driven down revenue from legacy voice and SMS 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

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.
i.Supplier management

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 Samsung, Huawei, Apple, Motorola, BMobile, Alcatel, Bold, Sky, LG, Xiaomi, Commscope, and Kaon. We import directly, or we source our handsets through resellers in our markets such as Brightstar Corp.
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, Technicolor, NEC, Intraway Oracle 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, we have experienced significant disruptions in the supply of microchips due to the global shortage that our suppliers are facing. While we have accumulated strategic inventories and substituted alternative products to sustain our operations, there can be no assurance that these inventories and products will be sufficient to meet our customers' needs.
International actions including trade sanctions could disrupt or otherwise negatively impact our supply chain.
In May 2019, the U.S. government announced executive action that could impact our ability to continue obtaining products or services required to operate our networksaimed at addressing U.S. national security risks arising from suppliers such as Huawei.the use of non-U.S. technology. In November 2019,furtherance of this order, the U.S. Department of Commerce issued a rule in January 2021 that allows the U.S. government to prohibit certain information and
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communications technology and services (“ICTS”) transactions to address U.S. national security threats. Shortly after this rule became effective in March 2021, the U.S. Department of Commerce also published a notice of proposed rule which does not specifically ban all purchases from these suppliers. The proposed rule has not been finalized yet.rulemaking regarding a potential licensing or other pre-clearance process for ICTS transactions. Although the extent and potential consequences of this proposed rule and any potential licensing or pre-clearance process remain uncertain, itthey may have a material and 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 interconnect 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.
We have sold and leased back a significant number of our towers, including in El Salvador, Colombia, Tanzania and Paraguay, as further discussed under “Item 4. Information on the Company—D. Property, Plant and Equipment—Tower infrastructure,” and we may engage in similar transactions in the future in our other markets.
We 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-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 partythird-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 we operate

2.Risks related to Millicom’s business in the markets in which it operates
a.Emerging Market Risks


The COVID-19 global pandemic has affected and may continue to affect our operations, business and financial condition, and our liquidity could be negatively impacted, particularly if the economies of the countries in which we operate remain unstable for a significant amount of time.
The outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), which the World Health Organization has declared a pandemic, has resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in global equity and debt markets and business uncertainty. The impact of the outbreak continues to evolve, and most countries globally, including a majority of the countries where we operate, initially reacted by implementing severe restrictions on travel and public gatherings, including the closing of offices, businesses, schools, retail stores and other public venues, and by instituting curfews or quarantines. According to data compiled by the University of Oxford, the government-imposed lockdowns in the vast majority of our markets were among the most stringent in the world. As a result, many of our stores and distribution channels were forced to close temporarily affecting our gross sales, and a majority of our markets experienced very sharp reductions in mobility during 2020. During 2021 economic activity recovered in our markets, although the first half of the year saw temporary restrictions implemented in some countries and regions. However these restrictions had a less severe impact on economic activity and our business as compared to those implemented at the onset of the pandemic. Vaccinations were widely distributed in our markets and, by the end of 2021, vaccination rates were above 50% in Colombia, Costa Rica, El Salvador and Panama, and were below 30% in Guatemala.
In 2020, the measures implemented related to the pandemic, as well as the general uncertainty surrounding the dangers of COVID-19, produced a significant disruption in economic activity and had an
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adverse impact on transportation, hospitality, tourism, entertainment and other industries. While many of these measures are no longer being implemented, further restrictions may be imposed in the future. In addition, many currencies globally experienced increased volatility. As an example, in our markets, the Colombian peso and the Paraguayan guaraní devalued by approximately 8% year-over-year in 2020. In 2021, most currencies were stable, except for the Colombia peso which devalued by approximately 14% during the year.
Despite restrictions imposed by governments and vaccination efforts, the virus has continued to spread in most of our markets. As a provider of essential services, we have prioritized the health and safety of our employees and customers by implementing new protocols, providing protective equipment and cleaning products, and disseminating information from the corresponding health authorities in each of our markets. These measures have had a negligible impact on our costs and allowed our customer-facing employees to continue to serve our customers safely and with confidence throughout the pandemic.
At the onset of the pandemic, governments in some countries mandated that companies such as ours avoid disconnecting clients for nonpayment, that we waive fees for late payments, and/or that we defer payments over an extended period of time, among other measures. When implemented, these measures had a very material negative impact on our collections, thus causing higher provisions for bad debt. While collections subsequently improved and returned to pre-COVID-19 levels in tandem with the implementation of lifeline services, governments may impose additional mandates that may once again have a negative impact on our collections.
Although these factors did not significantly impact our operating and financial performance in 2021, they negatively impacted our financial condition and results of operations in 2020 and may continue to cause a drag on our performance and financial health in the future.

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 recent outbreak of hostilities 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.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 greatgreater 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

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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 HFC cable)FTTH), facilitation of growth in our mobile data and cable segments, and implementation of technology transformation projects to improve our operating performance and efficiency.efficiency and the creation of legal entities to separate our Tigo Money and Towers businesses from our telecommunications service operations. There can be no assurance that our strategy will be successfully implemented and will not cause changes in our operational efficiencies or structure. 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.
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 qualitypoor-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.
c.Industry structure, market position and competition

We may not achieve the anticipated benefits of the acquisition of the remaining 45% equity interest in our Guatemala joint venture 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 have refinanced in part with the issuance of new long-term debt and intend to refinance the remainder with the issuance of equity. We have also assumed 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. Furthermore, there can be no assurance that we will be able to refinance the remainder of the bridge loan with equity in a cost-effective manner. 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, cable and broadband competitors include major international and regional telecommunication providers such as America Movil, Telefonica, AT&TAmérica Móvil, Telefónica and Liberty Latin America. Some of our competitors are state-owned entities. Many of our main competitors have substantially greater resources than we do in terms of access to capital. 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 telecommunicationsmobile services sector in Colombia is characterized by having more competitors, including America MovilAmérica Móvil and Telefonica,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 operatoroperator. Additionally, new competitors have been and the second largest provider of fixed services, as measured by subscribers. Additionally, Novator Partners was recentlymay continue to be awarded mobile spectrum, and has announced plans to enterincluding WOM, which entered the Colombian market.market in April 2021. Given the importance of Colombia to our results, if we are unable to sustain or improve
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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. Price competition is especially significant on mobile services, which represented more than half of our revenue from continuing operations in 2019.2021. Mobile voice, SMS and data are largely commoditized services, as the ability to differentiate these services among operators is limited. Competition has resulted in pricing pressure, reduced margins and profitability, increased customer churn, and in some markets, the loss of revenue and market share.
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 also encourage new entrants by offering them favorable conditions, 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.
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.
d.Customer base and customer experience

We may not be able to achieve market acceptance of our MFS.

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. Our MFS operations are heavily concentrated in Tanzania, and as of December 31, 2021, accounted for 70% of our total Tigo Money customers' base and 76% of our MFS revenue. As announced on April 19, 2021, we have agreed to sell our entire Tanzania operations to a consortium led by the Axian Group, including our MFS in Tanzania. While we seek to expand our MFS in our Latin American markets, we may be unable to achieve the required level of market acceptance in order for us to recover the investment costs involved in developing and launching such services.

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.
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Prepaid customers do not sign service contracts and are more likely than postpaid customers to switch mobile operators and take advantage of promotional offers by other operators. Many of our mobile customers also subscribe to short-term packages with lengths of one-day to one-week. 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 89% of our mobile customers as of December 31, 20192021 and generated approximately 54%59% of our mobile service revenue and 28%32% of our total service revenue during 2019.2021.
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

e.Political

Some of the countries in which we operate have a history of political 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, El Salvador and Honduras have some of the highest murder rates in the world due to violent crime, and both Nicaragua, Bolivia and BoliviaColombia have recently experienced civil unrest.
Any political 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.
Current and future political or social instability may negatively affect our ability to conduct business.
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

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 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. In 2016, the regulator in Paraguay required that mobile service providers extend to 90 days, from 30 days previously, the minimum expiration of prepaid mobile data allowances.
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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, and 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 “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”
g.Macro-economic and currency

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 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, 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. For example, the devaluation of the Colombian peso in the fiscal year 2015 reduced our consolidated revenue by approximately $250 million. 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 currencycurrencies 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 “Item 11. 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 losses of $32$43 million in fiscal 20192021 compared to net foreign exchange losses of $40$69 million in fiscal 20182020 and net foreign exchange gainslosses of $21$32 million in fiscal 2017.2019. At the
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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 restrict 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.
h.Taxation

h.Taxation

Unpredictable tax systems give rise to significant uncertainties and risks that could complicate our tax planningstrategy 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. We cannot be sureOur interpretations and application of the tax and regulations could differ from that our interpretations are accurate or thatof the responsible tax authority agrees with our views.relevant governmental taxing authority. Tax declarations are subject to review and investigation by a number of authorities, which are empowered to 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. Many of our operating companies are often forced to negotiate their tax bills with tax inspectors who may assess additional taxes.prospects . We are currently addressing tax disputes with the local tax authorities in several jurisdictions, further described under “Item 8. Financial Information—A. 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 relatedtaxation-related risks, including relatingrisks related to the pricing of services which might be challenged asif not beingmade on an arm’s-length basis.basis and the taxation of shell entities.
Tax authorities could argue that some of thesethe 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, tax legislation that targets shell entities, such as the proposal published by the Council of the European Union (the "Council") on December 22, 2021 to prevent the misuse of shell entities for tax purposes, may have an adverse impact on our business if it is adopted and deemed applicable to us. We are currently reviewing the Council's proposal, the impact of which is uncertain at this time.
i.Litigation and claims

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
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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

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 Company's values and codeCode of conduct,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 Company'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.
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 anticorruptionanti-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. For example, between 2017violations, and 2019, the Commission Against Impunity in Guatemala (“CICIG”)certain of our markets, we have been and Guatemalan prosecutors pursuedmay continue to be subject to governmental investigations that have includedinclude the country's telecommunications sector and Comcel, our Guatemalan joint venture. On September 3, 2019, the CICIG's activities in Guatemala were discontinued, after the Guatemalan government did not renew the CICIG's mandate, and it is unclear whether the investigations will continue.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. Investigations of any actual or alleged violations of such laws or policies related to us could harm our business, financial condition, results of operations, cash flows or prospects.
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, and 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 has 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 Mobile Financial Services (“MFS”)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 couldhave 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 responsible,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 online fraudfraudulent transactions or transactions that violate trade sanctions or other legal or regulatory requirements, and problems related to inadequately securingan increase in negative publicity regarding our payment systems. Thesesystems could harm our reputation and reduce consumer
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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, exposingwhich exposes us to the risk of fraud and money laundering. WeIn certain of our markets, we must also keep our customers’ MFS cash in local currency demand deposits in local banks in each market 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 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 2019,2021, our most significant impact from fraudulent activity was caused by data charging bypass, where customersInternational Bypass whereby international calls intended for a Tigo subscriber were able to use of data without paying the appropriate charges.terminated through an unauthorized channel. 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 Europe, and we may be required to comply with such sanctions.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., Canada and the U.K. announced sanctions against the Nicaraguan Public Ministry and various Nicaraguan officials, including the deputy director general and director general of TELCOR, the nation's principal telecommunications regulator. In addition, several Nicaraguan government officials and other key actors are currently included on the Specially Designated NationalitiesNationals list of the U.S. Office of Foreign Assets Control.Control, as well as the U.K. sanctions list. 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

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 manmademan-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 serviceservices 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 2021, we did not suffer any employee fatalities or major losses to the Company, but there were unfortunately two 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.
Allegations of health risks related to the use of mobile telecommunication devicesl.Brand and base stations could harm our business.reputation
There have been allegations that the use of certain mobile telecommunication devices and equipment may cause serious health risks. The actual or perceived health risks of mobile devices or equipment could diminish customer growth, reduce network usage per customer, spark product liability lawsuits or limit available financing. In addition, the actual or perceived health risks may result in increased regulation of network equipment and restrictions on the construction of towers or other infrastructure. Each of these possibilities has the potential to seriously harm our business.
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, UNE and Cable Onda brand names, which are 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, UNE or Cable Onda brands 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.
m.Workforce

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.
On average during 2019,2021, approximately 26% of our17% of our employees (including 41%38% of our direct workforce in Colombia)Colombia and 77% of our direct workforce in Panama) participated in collective employment agreements. While we have collective bargaining agreements in place, with subsequent negotiations and considering the minimum wage legislation in several of the countries where we operate, we could incur significant additional labor costs and/or experience work stoppages 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 it 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.
3.Risks related to Millicom’s size and structure

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a.Size - capacity and limitations




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, 2019,2021, our consolidated indebtedness excluding lease liabilities was $5,972$7,744 million, of which MIC S.A. incurred $2,773$4,020 million directly, and MIC S.A. guaranteed $464 $300 million of indebtedness incurred by its subsidiaries. In addition, at December 31, 2019 our joint ventures in Guatemala and Honduras had $1,283 million of debt excluding lease liabilities which was non-recourse to MIC S.A.. Including lease liabilities, our consolidated indebtedness was $7,036$8,911 million excludingas of December 31, 2021. In addition, at December 31, 2021 our joint venturesventure in Guatemala and Honduras, which is non-recourse to MIC S.A., had$279 million of debt and lease liabilities of $313 million.$61 million.
We may incur additional debt in the future. Although certain of our outstanding debt instruments contain restrictions on the incurringincurrence 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 recent acquisitions in Panama and Nicaragua mainly by incurring additional indebtedness, including through the issuance of a $750 million 6.25% bond inon March 25, 2019, and the issuance by our subsidiary Cable Onda S.A. ("Cable Onda") of a $600 million 4.5% bond in November 2019. Similarly, in November 2021, we obtained bridge financing for $2,150 million to fund the acquisition of the remaining 45% equity interest in our joint venture business in Guatemala. As of the date of issuance of these financial statements, a balance of $450 million remained unpaid under the initial $2,150 million bridge loan agreement. Finally, we intend to refinance a portion of the bridge loan with the issuance of 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

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 advisers.advisors.
We may pursue acquisitions, investments or merger opportunities or divestitures of existing operations, 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 or mergers with businesses, 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 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; 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 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, in light of challenges such as strong competition from our competitors and other prospective acquirers who may have substantially greater
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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.
We may not realize the benefits anticipated from the Cable Onda acquisitionDivestitures or the Telefonica CAM acquisitions.
In December 2018, we purchased 80% of the shares of Cable Onda and in August 2019, Cable Onda purchased 100% of the shares of Telefonica Moviles Panama, S.A. In May 2019, we purchased 100% of the shares of Telefonía Celular de Nicaragua, S.A. We expect to complete the purchase of 100% of the shares of Telefonica de Costa Rica TC, S.A. (the “Costa Rica Acquisition”) in H1 2020.
The anticipated benefits from these acquisitions are, necessarily, based on projections and assumptions about the performance of the acquired businesses as part of the Millicom Group, which may not materialize as expected or which may prove to be inaccurate. We cannot ensure that these acquisitions will achieve the business growth, profits, cost savings and other synergies or benefits we anticipate, or those benefits may take longer to realize than expected. In addition, we may become liable for unforeseen financial, business, legal, environmental or other liabilities that we may have failed, or were unable, to discover in the course of performing our due diligence investigations that we assumed upon consummation of the acquisitions and that may not be fully offset by the indemnification available to us under the acquisitions agreements.
Divestiturerestructuring 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/or investments.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 exit from the divestituredivestitures 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 and or lower 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 our operations in various markets, including subsidiaries that are fully controlled (e.g., in Colombia, Panama and Tanzania) as well as joint-venturesjoint ventures with local entities in which we exercise joint-controljoint control (e.g., in Guatemala and 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 independent shareholders, and our operations may be negatively affected in the event of disagreements with or breaches by our partners.
Our operations could also be significantly affected if our partners and local shareholders seek to sell their interests to independent shareholders that may disagree with our strategy and certain significant decisions. For example, on May 25, 2021, our minority partner in Colombia, EPM, announced that it intends to pursue a potential sale of its stake in our Colombian operations. If approved by the Medellin town council, the sale process would begin, following the rules prescribed under Colombia’s Law 226 and as dictated by our shareholder agreement. If the sale of EPM’s interest in our Colombian operations is made to independent shareholders that oppose our strategic decisions and prevent us from achieving our financial, operating and governance targets, our business, financial condition and results of operations may be adversely affected.
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)Salvador and a multinational corporation headquarters (SEM) in Panama), 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 wereare 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.
Millicom provides trademark licensing agreements for use ofWe take efforts to protect the Tigo trademark, and/but we may not always succeed in preventing others from using the trademark in countries in which we do not operate or Millicom name,from using similar trademarks, which are non-transferablecould dilute the value of our trademark and continue for an indefinite period unless terminated pursuantresult in brand confusion to consumers. The Tigo trademark could also be the termssubject of theintellectual property infringement. Trademark protection is important because our 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



agreements. If these trademark license agreements were terminated, our operating subsidiaries and joint ventures may be disrupted.
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
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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 need newhave taken steps to reinforce our digital capabilities with an aggressive hiring plan to obtain the right personnel with the relevant competencies for the new businesses and services we launch, includinglaunch. We cannot assure you, however, that we will be successful in the digital field where there is heightened competition for talent.these efforts.
d.Financing and cash flow generation

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 “Item 5. Operating and Financial Review and Prospects—B. 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.
The cash flow we generate is highly dependent on the dividends we receive from our joint venturesoperations in Guatemala.
Our operations in Guatemala and Honduras.
Our joint ventures in Guatemala and Honduras have historically generated healthy cash flows and paid dividends. For the year ended December 31, 2019, the Millicom Group received dividends from these joint ventures totaling $237 million, representing our share of the total dividends paid by our joint ventures; and the Millicom Group paid $268 million in dividends to its own shareholders during the same year.flows. If the financial condition of these joint venturesour operations in Guatemala deteriorates, or if they choose to reduce future dividend payments,or if we fail to diversify our sources of cash flow, our liquidity could suffer.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 "Annual General Meeting""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 Annual General Meeting,AGM, respectively, deem relevant.
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We are not required to pay dividends on our common shares or otherwise remunerate shareholders and holders of our common 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 common 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.
4.Risks related to share ownership, governance practices and registration with the SEC

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.
a.Share price, trading volume and market volatility

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:
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;
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.
An active trading market that will provide you with adequate liquidity may not develop.
As of December 31, 2019,2021, approximately 95%91% of our issued and outstanding shares were in the form of Swedish Depository Receipts (“SDRs”)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 stock.shares.
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If securities or industry analysts in the United States do not publish research or reports or publish unfavorable research about our business, the price and trading volume of our common shares could decline.



The trading market for our common shares in the United States will depend in part on the research and reports that securities or industry analysts publish about us, our business or our industry. We may not have significant research coverage by securities and industry analysts in the United States. If no additional securities or industry analysts commence coverage of us, or if we fail to adequately engage with analysts or the investor community, the trading price for our shares could be negatively affected. In the event we obtain additional securities or industry analyst coverage in the United States, if one or more of the analysts who covers us downgrades our common shares, their price will likely decline. If one or more of these analysts, or those who currently cover us, ceases to cover us or fails to publish regular reports on us, interest in the purchase of our shares could decrease, which could cause the price or trading volume of our common shares to decline.
b.Legal and regulatory compliance and burden

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:
(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.

(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
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information. As a result of the above, even though we are contractually obligated and intend to make interim reports available to our stockholders,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 stockholdersshareholders and that is material to our company, you may not have the same protections afforded to stockholdersshareholders 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, 2019.2021. See “Item 15. Controls and Procedures—A. Disclosure Controls and Procedures.” Our independent registered public accounting firm has issued an attestation report as of December 31, 2019.2021. See “Item 15. Controls and Procedures-C.Procedures—C. Attestation Report of Independent Registered Public Accounting Firm.” However, if we fail to maintain 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 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. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs, management time and other resources in an effort to continue to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

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, 2020.2022.
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. Kinnevik’s distribution of its shares of MIC S.A. may contribute to a loss of our foreign private issuer status.
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 U.S. Securities and Exchange Commission,SEC, which are more detailed and extensive than the forms 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

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
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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 Amendedarticles of association, as amended and Restated Articlesrestated (the "Articles of AssociationAssociation") 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 final 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 United States based on civil liabilitymerits of the case if it is a final judgment which is not subject to appeal or any other means of contestation, and is enforceable in the relevant state will be recognized and enforced against MIC S.A. by a court of competent jurisdiction of Luxembourg, without re-examination of the merits of the case, subject to complianceif it complies with the applicable enforcement procedure (exequatur). 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, these conditions are:
(i)the foreign court awarding the international judgment has jurisdiction to adjudicate the respective matter under applicable foreign rules of the forum, and such jurisdiction is recognized by Luxembourg private international law;
(ii)the foreign judgment is enforceable in the foreign jurisdiction;
(iii)the foreign court has applied the substantive law as designated by the Luxembourg conflict of laws rules, or, at least, the order must not contravene the principles underlying these rules (however, based on case law (T.A. Luxembourg, 10 January 2008, no 111736) as well as legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court);
(iv)the foreign court has acted in accordance with its own procedural laws;
(v)the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if appeared, to present a defense; and
(vi)the foreign judgment does not contravene international public policy (ordre public international) as understood under the laws of Luxembourg.

(i)the foreign court awarding the international judgment has jurisdiction to adjudicate the respective matter under applicable foreign rules of the forum, and such jurisdiction is recognized by Luxembourg private international law;
d.Corporate governance practices

(ii)the foreign judgment is enforceable in the foreign jurisdiction;
(iii)the foreign court has applied the substantive law as designated by the Luxembourg conflict of laws rules, or, at least, the order must not contravene the principles underlying these rules (however, based on case law (T.A. Luxembourg, 10 January 2008, no 111736) as well as legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court);
(iv)the foreign court has acted in accordance with its own procedural laws;
(v)the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if appeared, to present a defense; and
(vi)the foreign judgment does not contravene international public policy (ordre public international) as understood under the laws of Luxembourg.

d.Corporate governance practices

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As a foreign private issuer and as permitted by the listing requirements of the Nasdaq, Stock Market (“Nasdaq”), we may rely on certain home country governance practices rather than the Nasdaq corporate governance requirements.



As are 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 more information regarding the Nasdaq corporate governance requirements in lieu of which we follow home country corporate governance practices, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—NASDAQNasdaq corporate governance exemptions.”
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). In addition, we are not subject to Nasdaq Listing Rule 5605(b)(2), which requires that independent directors regularly have scheduled meetings at which only independent directors are present.
Similarly, we have adopted a compensation committee, but Luxembourg law does not require that we adopt a compensation committee or that such committee be fully independent. As a result, our practice may vary from the requirements of Nasdaq Listing Rule 5605(d), which sets forth certain requirements as to the responsibilities, composition and independence of compensation committees. Luxembourg law does not require that we disclose information regarding third-party compensation of our directors or director nominees. As a result, our practice varies from the third-party compensation disclosure requirements of Nasdaq Listing Rule 5250(b)(3).
In addition, as permitted by home country practice and as included in our amended and restated articlesArticles of association,Association, our nomination committee is appointed by the major shareholders of MIC S.A. and is not a committee of the MIC S.A. board of directors. Our practice therefore may vary from the independent director oversight of director nominations requirements of Nasdaq Listing Rule 5605(e).
Furthermore, our amended and restated articlesArticles of associationAssociation do not provide any quorum requirement that is generally applicable to general meetings of our shareholders (other than in respect of general meetings convened for the first time in relation to amendments to the amended and restated articlesArticles of association)Association). This absence of a quorum requirement is in accordance with Luxembourg law and generally accepted business practice in Luxembourg. This practice differs from the requirement of Nasdaq Listing Rule 5620(c), which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock. 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 Rule 5635, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events.


ITEM 4. INFORMATION ON THE COMPANY

A.    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 the majorityall 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: Millicom International Cellular S.A., 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 27 759 101.018. The Company’s U.S. agent is: CT Corporation, 111 Eighth Avenue, 13th Floor, New York, New York 10011, United States.
The Millicom GroupMIC 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 the Millicom Group.MIC S.A.
See “Item 4. Information on the Company—B. Business Overview” for historical information regarding the development of our principal business segments in our geographic markets. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital expenditures” for a description of our capital expenditures.
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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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B.    Business Overview
Introduction
We are a leading provider of cable and mobile services dedicated to emerging markets. Through our main brands TigoTigo® and Tigo Business™, we provide a wide range of digital services in nine countries in Latin America and two countriesone country in Africa, 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;
Cable and other fixed 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.
In Latin America, our principal region, we provide both mobile and cable services in eight countries -countries: Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay. In addition, we provide cable services in Costa Rica. In Africa, we provide mobile services in Tanzania, and our joint venture with Bharti Airtel provides mobile services in Ghana. In 2018,Tanzania. On April 19, 2021, we completedannounced the divestituresigning of an agreement for the sale of our operations in Rwanda and Senegal and inTanzania to a consortium led by Axian, the completion of which remains subject to regulatory approvals. In 2019, we completed the sale of our operations in Chad.Chad and in 2021, we completed the disposal of our Ghana joint venture with Bharti Airtel. These divestitures are part of a broader effort by us in recent years to improve our financial performance and better invest capital, including by selling underperforming businesses in our Africa segment, which has historically produced lower returns on capital than our Latin America segment.
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 our local partners. For further details, see note A to our 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, 2019,2021, we provided services to 37.153.3 million mobile customers, including 10.621.1 million 4G customers, which we define as customers who have a data plan and use a smartphone to access our 4G network. As of that date, we also had 3.64.7 million customer relationships with a subscription to at least one of our fixed services. This includes 2.94.0 million customer relationships on our HFC networks and 0.30.5 million DTH subscribers. The majority of the remaining customer relationships are served by our legacy copper network.
For the year ended December 31, 2019,2021, our revenue was $4,336$4,617 million and our net lossprofit was $154$542 million. We havehad approximately 22,000 employees.21,000 employees located in Latin America and Africa, including our Honduras joint venture.
Our strategy
Underpinning our 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 and based also on data from the GSMA for Costa Rica, an association representing mobile operators worldwide,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 23%27% in Nicaragua, 36%43% in Guatemala , 47% in Honduras, 48% in Colombia,51% in El Salvador, 38% in Honduras, 36% in Guatemala, 38% in Colombia, 44%55% in Paraguay, 45%60% in Panama and 58%64% in Bolivia as of year-end 2019.December 31, 2021. Based on our own customer data and market intelligence, fixed broadband penetration rates, as measured by the number of residential broadband customers as a percentage of households in the country, ranged fromwere approximately 10%61% in Costa Rica, 45% in Panama, 38% in El Salvador, 35% in Colombia, 31% in Bolivia, 30% in Paraguay, 25% in Guatemala, 24% in Nicaragua and 22% in Honduras to less than 50%as of December 31, 2021. 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 49% in Costa Rica.Rica, 41% in Guatemala, 41% in Colombia, 40% in Panama, 39% in El Salvador, 36% in Paraguay, 33% in Honduras, 31% in Nicaragua and 22% in Bolivia as of December 31, 2021. Based on the expectation that mobile and fixed broadband penetration rates in our markets will gradually rise over time, management has defined an operational strategy based on the following foursix principal pillars.
Monetizing Mobile Data
Our mobile networks continue to experience rapid data traffic growth, and we are very focused on making sure that incremental traffic translates into additional revenues. Our mobile data monetization strategy is built around several key drivers:
4G/LTE network expansion: Our 4G networks enable us to deliver high volumes of data at faster speeds in a more cost-efficient manner than with 3G networks. As of December 31, 2019, our 4G networks covered approximately 68% of the population in our markets, a significant increase from coverage of approximately 48% as of December 31, 2016.
Smartphone adoption: More data-capable smartphone devices, particularly 4G/LTE, with a strong device portfolio and strategy to enable our customers to use data services on the move.
Stimulating data usage: More compelling data-centric products and services to encourage our consumers to consume more data, while maintaining price discipline.

Building CableExpand Broadband
We are moving quickly to meet the growing demand for high-speed data from residential and business customers alike in our Latin American markets. We are doing this by:
Accelerating•    Expanding our hybrid fiber-coaxial (“HFC”) network expansionHFC and FTTH networks: We are rapidly deploying our high-speed HFC fixed network,broadband networks, and we are complementingcomplement our organic network build-out with small, targeted acquisitions. In 2016, we expanded our HFC network to pass an additional 777,000 homes. In 2017, 2018 and 2019, we significantly increased the pace of our network expansion, organically adding approximately 1 million homes-passed per year.
•    Increasing our commercial efforts to fill the HFC networkbroadband networks: As we expand the network,networks, we also deploy commercial resources necessary to begin monetizing our investment by marketing our services to new potential customers. In addition, the HFC network allowsour fixed broadband networks allow us to sell additional services to existing customers that drive ARPU growth over time.
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•    Product innovation: We drive customer adoption by expanding our range of digital services and aggregating third-party content, as well as some exclusive local and international content, enabling us to differentiate ourselves from our competitors. For example, we have agreements with local soccer teams, leagues and sports channels in Bolivia, Costa Rica, El Salvador, Guatemala, Honduras, Paraguay and Panama to air matches exclusively on our pay-TV channels. We are committed to bringing the best content to our customers, and for that we partner with various players in the ecosystem, from studios to Over-the-Top providers (“OTTs”) and sports industry players.
Our cable network deployment is also critical to help prepare the company for convergence of fixed and mobile networks and services, a trend we expect will accelerate with the deployment of 5G technology in the future.
ExpandingMonetize Mobile Data
Our mobile networks continue to experience rapid data traffic growth, and we are very focused on making sure that incremental traffic translates into additional revenues. Our mobile data monetization strategy is built around several key drivers:
•    4G/LTE network expansion: Our 4G networks enable us to deliver high volumes of data at faster speeds in a more cost-efficient manner than with 3G networks. As of December 31, 2021, our 4G networks covered approximately 78% of the population in our markets, a significant increase from coverage of approximately 65% as of December 31, 2018.
•    Smartphone adoption: More data-capable smartphone devices, particularly 4G/LTE, with a strong device portfolio and strategy to enable our customers to use data services on the move.
•    Stimulating data usage: More compelling data-centric products and services to encourage our consumers to consume more data, while maintaining price discipline.
Drive Convergence
Millicom has evolved from a traditional mobile operator to a provider of a comprehensive range of services through fixed line, mobile and MFS platforms.
Convergence allows us to leverage our existing tangible and intangible assets, such as our network, our brand, and our local talent and market knowledge, to capture business synergies, generate new revenue streams from existing customers, attract new customers and reduce overall churn. Our focus on convergence also reflects our expectation that future network deployments, such as 5G, will require significant fiber network capacity and capillarity, as well as the spectrum, radio and other components of today's mobile network.
Accelerate B2B
The expansion of our HFC networkfixed broadband networks as well as the development of state-of-the-art datacenters,data centers, analytics, cloud and Cloudcybersecurity services is also creating new opportunities for us to target business customers by offering a more complete suite of Informationinformation and Communications Technologycommunications technology (“ICT”) services. As of December 31, 2019,2021, we had a total of 1213 data centers across our Latin America footprint, including 8 datacenters9 data centers which are certified according to international standards.
Our strategy is to selectively evolve our portfolio into ICT-managed services to avoid excessive fragmentation and operational risk, while building the Tigo Business brand and differentiating ourselves through our service model and frontline execution. We believe that the small and medium-size business (“SMB”) segment represents a particularly attractive opportunity for growth, as SMBs digitize their business and operations using digital communications, and implement Cloudcloud and datacenterdata center solutions in line with what we see in more developed markets.
Go Digital innovation and customer-centricity
We are focusing on transforming and evolving our customer experience and operations through the digital innovation of products and channels to empower our customers to do everything digital first with the variety of offerings that is available in our digital innovation on products and customer-facing developments that drive user adoption of high-speed data services such as: Tigo Shop,ecosystem: Mi Tigo, Tigo PlayMoney, Mi Tienda, eCare, ONEtv, TigoSports and Tigo ONEtv.others.
Through Tigo ONEtv, our next-generation user experience platform, we bring a cutting-edgeprovide an advanced pay-TV entertainment experience for our customers, with advancedsophisticated personalization options and recommendations, seamless integration of content across linear and on-demand offerings, and robust multiscreenmulti-screen capabilities. We also provide a superiorvaluable digital user experience through our Tigo Shop App for prepaid customers, Mi Tigo App for post-paidprepaid, postpaid and home customers, and MFS App.our Tigo Money app for mobile financial services. Our focus remains firmly set on not only driving the adoption and enjoyment of these digital channels by our customers.customers, but also developing and empowering our customers with Mi Tienda and eCare to increase productivity and customer satisfaction through a user-friendly experience.
We are evolving our strong commercial distribution network to operate digitally, which we believe will improve both customer experience and operational efficiency. To enable a seamless and integrated experience across sales and care touchpoints, we are implementing a business transformation that interlinks user experience, digital innovation, business processes, and our back-end ICT systems.
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Customer Centricity

We are committed to providing the best customer service and experience possible in all of our markets. We have placed customer experience at the center of our decision-making as we continue to innovate across business lines and countries. Our focus has been simplifying how customers interact with us by implementing integrated, digital-first customer service channels.
To ensure we continue to improve our service quality, and being mindful of evolving customer demands, we use a variety of tools including customer engagement, local and regional trends, and consumption patterns to identify and improve access channels.
We have also adopted and deployed a net promoter score (“NPS”) program, designed to strengthen our customer-centric culture, and we have incorporated NPS intois one of the metrics used to measure management performance under our incentive compensation plan.
Our targets
Accelerate cash flow growth. To provide more flexibility in our operations and improve our ability to service our debt, we are targeting steady growth in our Organic Operating Cash Flow over the medium-term by generating consistent annual organic service revenue growth and having stable annual capital expenditure. Organic Operating Cash Flows is a non-IFRS measure defined as operating profit excluding impairment losses, depreciation and amortization and gains and losses on fixed asset disposals, less capital expenditures, not adjusted for the impact of changes in foreign exchange rates, perimeter and accounting.
Reduce net leverage. Based on our goal to increase Organic Operating Cash Flow over the medium-term, we have a related goal of reducing our net leverage ratio.
Expand the Company’s fixed broadband network. In connection with the rapid deployment of our broadband networks, our goal is to pass an additional three million homes over the next three years. We expect that a majority of these passings would occur in our FTTH networks, as we are actively working to accelerate the ongoing transition to FTTH services. In the medium term, our target is to pass approximately 20 million homes on our broadband networks. We also aim to add over one million customer relationship net additions in the next three years.
Create separate organizations for Towers and Tigo Money. Subject to regulatory and other necessary approvals, our goal is to re-organize the Company’s more than 10,000 cellular towers under a new organizational structure within the next two years. We also plan beginningto create a new organizational structure for our Tigo Money business within the next two years. Our towers business and Tigo Money are strategic assets that are not core to our connectivity business, and we believe that this structural re-organization will facilitate the attraction of growth capital and enhance strategic optionality for these assets.
Set ambitious ESG standards. Our goal is to raise the bar on the company’s contribution on environmental, societal and governance matters. In particular, we have submitted for validation science-based targets in 2018.line with the Paris Climate Agreement and set a long-term goal of net zero emissions by or before 2050. As a proud agent of positive change in our markets, we have also set a target of gender parity by 2030, which includes all levels of our organization and upper management positions.
Implement share buybacks consistent with our net leverage reduction targets. We expect to implement a new share buyback plan that is consistent with the achievement of our net leverage ratio reduction targets, with buybacks currently expected to commence in 2023.
These goals, targets and plans are forward-looking statements subject to risks and uncertainties, including those discussed in “ Item 3. Key Information—D. Risk Factors.” Moreover, these goals, targets and plans assume a stable operating environment in the markets in which we operate and that we do not engage in any strategic transactions that could require us to revise our goals and targets or plans. Finally, there can be no guarantee that we achieve these goal or targets, or implement these plans, in the timeframes indicated or at all.
Our services
Our services are organized into two principal categories: Mobile and Cable and other fixed services. In addition, we sell telephone and other equipment, comprised mostly of mobile handsets.
Mobile
In our Mobile category, we provide mobile services, including mobile data, mobile voice, SMS and MFS, to consumers.consumers, business, and government. Mobile is the largest part of our business and generated 52%54% of consolidated service revenue (and 59% of our Latin America segment service revenue) for the year endedended December 31, 20192021 and 57%53% of our consolidated service revenue (and 63%60% of our Latin America segment service revenue) for the year ended December 31, 2018 .2020.

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We provide Mobile services in every country where we operate, except Costa Rica. As of December 31, 2019,2021, we had a total of 37.153.3 million Mobile customers.customers (including 13.5 million in Africa).
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. 4G is the fourth generation of mobile technology, succeeding 3G, and it is based on Internet Protocol (IP) technology, as opposed to prior generations of mobile communications which were based on and supported circuit-switched telephone service. Our 4G networks enable us to offer new services to our customers such as video calls and mobile broadband data with richer mobile content, such as live video streaming.
The mobile market has been evolving, with consumption gradually shifting significantly in recent years from voice and SMS to data. Our ongoing deployment of 4G networks and industry planning for the future deployment of 5G further supportssupport this evolution to more data-centric usage.
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 wireless airtime andlimited-duration data access,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 andof voice minutes SMS and a data allowance,SMS, with expiration dates varying in length from a fewone 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 airtime, SMSmonthly data, voice usage and data.SMS. In most cases, new postpaid customers sign a service contract with a typical length of one year.
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.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, 2019,2021, we provided MFS to 8.711.7 million customers, representing 23.8%Tigo and non-Tigo customers. 19.8% of our mobile customer handset base.base were Tigo Money users as of December 31, 2021. As of December 31, 2019, 74.0%2021, 70% of our total MFSTigo Money customers were in Tanzania (including Zantel), where more than one customer out of two uses our MFS services. MFS remains. Tigo Money is a growing business in our markets, whichmarkets. It complements our Mobile and Cable product offering and increases customers’customer satisfaction and loyalty, increasing ARPU and reducing our customer churn. We are currently in 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.

Cable and other fixed services
In our Cable and other fixed services category, we provide fixed services, including broadband, fixed voice and pay-TV, to residentialresidential (Home) consumers and to government and business (B2B) customers. Cable and other fixed services generated 47%45% of our consolidated service revenue (and 40% of our Latin AmericaAmerica segment revenue) for the year ended December 31, 20192021 and 42%45% of our consolidated service revenue (and 36%39% of our Latin America segment service revenue) for the year ended December 31, 2018.2020.
Home

Our fixed servicefixed-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 network,and FTTH networks, but we also offer pay-TV services to rural areas via our DTH platform and broadband services using WiMAXFWA and copper-based technologies in some markets. Although most of our customers currently choose to receive broadband speeds on average of less than 10 Mbps,60 Gbps, the HFC networks we are rolling out are based on DOCSIS 3.0 and allow us to offer speeds of up to 150400 Mbps on our current infrastructure, which gives us scope to significantly raise our customers’ broadband speeds over time. As we retire analog channels over time, our HFC network infrastructure will eventually allowallows us to offer faster speeds. We have rolled out DOCSIS 3.1 in some markets, which allows us to offer speeds of upup to 1 Gbps. SomeWe have also begun to deploy FTTH in some markets as part of our markets are also compatible for DOCSIS 3.1, which could enable even higher levelsgreenfield fixed-network expansion, and we include FTTH network and customer metrics as a subset of throughput on our HFC networks. In the future, we may also deploy Fiber-To-The-Home ("FTTH") in some markets.network and customer metrics.
In Latin America, we provide Home services in every country where we operate. As of December 31, 2019,2021, we had 4.34.9 million connected homes,customer relationships, of which 3.54.1 million were connected to our HFC network,and FTTH networks, and we had 8.49.6 million RGUs, including 6.93.8 million broadband RGUs on our HFC network.networks. We do not provide Home services in Africa.
We provide our Home services on a postpaid basis, with customers paying recurring monthly subscription fees. In most markets, we offer bundled fixed services, such as our triple-play offering of pay-TV, broadband internet and, where possible, fixed telephone. On average, our Home customers typically contract more than one fixed service from us. In
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some markets, we also market our services on a convergent basis, bundling both fixed and mobile services, to a very small portion of our total customer base.
B2B fixed
We offer fixed voicefixed-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, both in Latin America and in Africa.

We believe that B2B fixed provides a significant growth opportunity for Millicom driven by the expected rapidchanges in working habits and business models. These changes are creating additional growth in the small and medium size businesses segment and byopportunities through the adoption of cloud information technology, security and new software defined networks. We expect that the ongoing expansion of our HFCfixed broadband networks in Latin America will help to make us more competitive and increase our share of the B2B fixed market over time. In addition, as we expand our fixed networks throughout our markets, we can better compete for large enterprise and government contracts that typically require a national presence, and we will be better placed to offer fixed, mobile and other value-added services, such as cloud-based services and data center capacity. We already see evidence of this in Colombia inand Panama, where we have a more extensive fixed networknetworks than in our other markets, and where the proportion of revenue we generate from B2B fixed is significantly larger than in our other Latin AmericaAmerican countries.
We have already deployed approximately 160,000 kilometersapproximately 180,000 kilometers of fiber in our Latin American markets, and we are expanding our product portfolio to deliver more VAS and business solutions, such as cloud-based services and ICT managed services. In 2019, we inaugurated a new Tier 3 certified data center in Honduras, which further strengthened our ability to better serve small and midsize businesses (“SMB”)SMBs and large enterprise customers that require robust infrastructure and redundancy to achieve their own operational efficiency goals and meet business continuity needs. We have also established partnerships in the area of hypercloud, virtualization and Internet of Things, ("IoT"), to capture the growth in the adoption of the suchthese technologies and help our customers accelerate their digital transformations.
Our markets
Overview
The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. We have businesses in two regions: Latin America and Africa, which constitute our two segments. Our Latin America segment includes the Guatemala andfigures include our Honduras joint venturesventure as if theyit were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters. Our Africa segment does notmatters and to provide increased transparency to investors on those operations. Latin America figures also include our operations in Guatemala. On November 12, 2021, we acquired the remaining 45% equity interest in our Guatemala joint venture business, and we now fully consolidate our operations in Guatemala. Prior to this date, we held a 55% stake in our operations in Guatemala and accounted for them using the equity method of accounting and as a joint venture, along with our operations in Honduras. Prior to its disposal in October 2021, we excluded the Ghana joint venture from the Africa operational data because, unlike our management doesother joint ventures, we did not consider it a strategic part of our group.Group. Financial data is presented either at a consolidated level or at a segmental level, as derived from our financial statements, including the notes thereto. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Our Segments.segments.
•    Latin America. The Latin American markets we serve are Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay. We provide Mobile services in each of our Latin American markets, except for Costa Rica, and we provide Cable and other fixed services in each of our Latin American markets.
•    Africa. The only African market we serve is Tanzania, in which we provide Mobile and B2B. Our joint venture with Bharti Airtel provides mobile services in Ghana. We do not provide Cable and other fixed services in our African market.
Latin America
For the years ended December 31, 20192021 and 2018,2020, revenue generated by our Latin America segment was $5,964$6,220 million and $5,485$5,843 million, respectively.
We provide mobile services in eight countries in Latin America.America. As of December 31, 2019,2021, we had a total of 39.844.9 million Mobile customers, a 18.3%7.5% increase from December 31, 20182020 mainly due to the acquisitions of mobile operationsnew customers as we have recently upgraded our networks in Nicaraguaseveral countries including Colombia, El Salvador, Panama and Panama during the year.Nicaragua.
As of December 31, 2019,2021, our Cable business had a network that passed 11.812.7 million homes and had to 4.34.9 million customer relationships in Latin America.America, a 7.7% increase from December 31, 2020 mainly due to increased demand for broadband services.
An important recent trend in the Latin American telecommunications market has been the growth in fixed broadband penetration. We have significantly increased the coverage of our HFC networkfixed networks largely in response to demand for high-speed fixed broadband services. As of December 31, 2019,2021, our HFC networkand FTTH networks passed 11.512.4 million homes, a 8.5%4.4% increase from December 31, 2018 (10.62020 (11.9 million), and had 3.54.1 million customer relationships, a 11.3%an 11.1% increase from December 31, 2018.2020.

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The following chart shows the relative revenue generation of each country in our Latin America segment for 2019:2021:
chart-374cf1400e4f542ea5f.jpgtigo-20211231_g1.jpg


The Millicom Group’s Latin America Mobile, Broadband, and Pay-TV Operations(1)_______________
map2019a01.jpgtigo-20211231_g2.jpg


(1)
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(1)    The data presented here is based on subscriber numbers as of December 31, 2021 and reflects the Millicom Group’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 subscriber numbers as of December 31, 2019 and reflects the Millicom Group’s experience and our investigation of market conditions. The number of market players in each country is based on large network operators only and excludes minor players, based on total market share by subscribers. The Millicom Group has minority partners in jurisdictions which include: Colombia (50%), Honduras (33%), Guatemala (45%) and Panama (20%).
(2)Reflects our pending acquisition of Telefonica Costa Rica and America Movil’s pending acquisition in El Salvador.

Bolivia
We provide Mobile and Cable and other fixed services through TelefonicaTelefónica Celular de Bolivia S.A. (“Telecel Bolivia”), which is wholly owned by the Millicom Group. We have operated in Bolivia since 1991.
Mobile: As of December 31, 2019,2021, we served 3.7 served 4.1 million subscribers and were the second largest provider of Mobile services in Bolivia, as measured by total subscribers.
Cable and other fixed: As of December 31, 2019,2021, we were the largest provider of broadband and pay-TV services in Bolivia, as measured by subscribers, and we had 510,600676,000 customer relationships. We offer broadband services through HFC, and we provide pay-TV primarily through HFC and DTH in Bolivia. We also offer pay-TV services through Multichannel Multipoint Distribution Service (“MMDS”), but we have been gradually migrating our MMDS customers to HFC, which allows us to provide a better customer experience and to generate additional revenue from each customer we upgrade to HFC.

Colombia

We provide Mobile and Cable and other fixed services in Colombia through Colombia Móvil S.A., which is a wholly-owned subsidiary of UNE, in which we own a 50% plus one voting share interest.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. SinceOn May 25, 2021, our minority partner in Colombia, EPM, announced that it intends to pursue a potential sale of its stake in our Colombian operations. If approved by the merger, we have been marketingMedellin town council, the sale process would begin, following the rules prescribed under Colombia's Law 226 and as dictated by our services using the Tigo and Tigo-UNE brands.shareholder agreement.
Mobile: As of December 31, 2019,2021, we served 9.4served 11.3 million subscribers and were the third largest provider of Mobile services in Colombia, as measured by subscribers.
Cable and other fixed services: Tigo is one of the principal digital cable operators in Colombia. As of December 31, 2019,2021, we were the second largest provider of pay-TV and broadband internet services in Colombia, as measured by subscribers, with 1.71.8 million customer relationships. We have been investing heavily to expand the reach of our HFCfixed network and to upgrade our copper network to HFC.HFC and FTTH. By extendingextending the reach of our HFC networkand FTTH networks in areas historically served by our copper network, we can gradually migrate our copper customers onto our HFC network,these new networks, thus significantly enhancing the customer experience by expanding the range of products and services they can choose from, including the availability of faster broadband speeds. In Colombia, we also use DTH to provide pay-TV services to customers located outside of our HFC and FTTH network coverage area.
Costa Rica
We provide Cable and other fixed services in Costa Rica through Millicom Cable Costa Rica S.A. (“Tigo("Millicom Costa Rica”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.
Cable and other fixed services: As of December 31, 2019,2021, we had 255,800 customershad 249 thousand customer relationships and we were the second largest provider of pay-TV and the third largest provider of broadband internet services in Costa Rica, as measured by subscribers.
In 2019, we agreed to acquire Telefonica de Costa Rica TC, S.A., the second largest provider of mobile services in the country based on the number of customers.
El Salvador
We provide Mobile and Cable and other fixed services in El Salvador through Telemóvil El Salvador, S.A. de C.V. (“Telemóvil”), which is wholly-ownedwholly owned by the Millicom Group. We have operated in El Salvador since 1993.
Mobile: As of December 31, 2019,2021, we served 2.62.9 million subscribers and were the second largest provider of Mobile services in El Salvador as measured by subscribers, taking into account America Movil’s announced acquisition in the country.subscribers.
Cable and other fixed services: Telemóvil is a leading cable operator in El Salvador. As of December 31, 2019,2021, 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 274,500288,000 customer relationships.
Guatemala
We provide Mobile and Cable and other fixed services in Guatemala, principally through Comunicaciones Celulares S.A. ("Comcel"), a joint venture in which Millicom holds a 55% equity interest. TheOn November 12, 2021, we signed and closed an agreement to acquire the remaining 45% ofequity interest in Comcel is owned byand 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 “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Guatemala and Honduras Joint Ventures”note
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A.1.2. to our audited consolidated financial statements for additional details regarding this acquisition and the accounting treatment of our Guatemala operations.thereof. We have operated in Guatemala since 1990.
Mobile: As of December 31, 2019,2021, we provided Mobile services to 10.811.8 million customers and were the largest provider of mobile services in Guatemala, as measured by subscribers.
Cable and other fixed services: As of December 31, 2019, our joint venture was2021, we were the largest provider of pay-TV and the second largest provider of broadband internet services in Guatemala, as measured by subscribers, and itwe served 519,400675,000 customer relationships with both its HFC network and DTH services.
Honduras
We provide Mobile and Cable and other fixed services in Honduras through TelefonicaTelefónica 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 “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Guatemala and Honduras Joint Ventures”joint ventures” for details regarding the accounting treatment of our Honduras operations. We have operated in Honduras since 1996.
Mobile: As of December 31, 2019,2021, we served 4.65.1 million Mobile subscribers, and we were the largest provider of Mobile services, as measured by subscribers.

Cable and other fixed services: As of December 31, 2019,2021, we were the second largest provider of pay-TV and the largest provider of broadband internet services, as measured by subscribers, with 176,000188,000 customer relationships. We offer triple-play services (cable TV, internet and fixed telephone) using our HFC network in Honduras, and we also offer DTH, expanding the reach of our pay-TV offering to areas not covered by our HFC network. We continue to invest to expand and upgrade the capacity of our HFC network in Honduras.
Nicaragua
In 2019, we purchased Telefonía Celular de Nicaragua, S.A. ("Telefonía Nicaragua"), the leading provider of Mobile services in the country, based on the number of subscribers. As of December 31, 2019,2021, we served 3.4 million3.8 million mobile subscribers.
Prior to 2019, we had a very small presence in Nicaragua, where we provided mostly B2B fixed services. Since 2018 we also provide Cable services to a small but rapidly-growingrapidly growing customer base.base, and we are the third largest provider of pay-TV and the second largest provider of broadband services, as measured by subscribers.
Panama
We provide Mobile (since 2019) and Cable and other fixed services in Panama through Cable Onda, S.A., which is 80% owned by the Millicom Group with the remaining 20% owned by our local partners. We have operated in Panama since our acquisition of Cable Onda in December 2018. Cable Onda and its predecessor companies began operating in Panama in 1982, and the company was the first to provideprovide pay-TV services in the country. In 2019, our Cable Onda subsidiary acquired Telefonica Moviles Panama,Grupo de Comunicaciones Digitales S.A. ("Telefonica Panama"(formerly Telefónica Móviles Panamá, S.A.) and started to provide Mobile services.
Mobile: As of December 31, 2019,2021, we had 1.82.1 million Mobile subscribers, and we were the largest provider of Mobile services in Panama, as measured by total mobile subscribers.
Cable and other fixed services: As of December 31, 2019,2021, we had 437,300485,000 customer relationships 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 Cable and other fixed services in Paraguay through various subsidiaries which are all wholly owned by the Millicom Group. Our largest subsidiary in Paraguay is TelefonicaTelefónica Celular del Paraguay S.A. (“Telecel Paraguay”("Telecel"). We have operated in Paraguay since 1992.
Mobile: As of December 31, 2019,2021, we had 3.53.9 million Mobile subscribers, and we were the largest provider of Mobile services in Paraguay, as measured by total mobile subscribers.
Cable and other fixed services: We are the largest provider of pay-TV and broadband internet services in Paraguay as measured by subscribers. As of December 31, 2019,2021, we had 436,600495,000 customer relationships with our HFC network, DTH, and, to a much lesser extent, other technologies. We offer pay-TV services primarily using our HFC network, and we use our DTH license to offer pay-TV in areas not reached by our HFC network. We offer residential broadband internet services mostly using our HFC network, but we also employ fixed wireless technology to provide service beyond the reach of our HFC network. We have exclusive rights to broadcast Paraguay’s national league championship games through 2020,2023, and we have exclusive sponsorship rights in telecommunications for the Paraguayan National Soccer Team through 2022.2023.
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Africa
For the year ended December 31, 2019,2021, the revenue generated by our Africa segment, which consists of our operations in Tanzania, was $381.9$356.6 million. For the year ended December 31, 2018,2020, the revenue generated by our Africa segment was $398.6$366.5 million.
As of December 31, 2019,2021, we had 12.713.5 million Mobile customerscustomers in Africa. In addition to the African market described below, we own a 50% interest in a joint venture with Bharti Airtel that provides mobile services in Ghana. We do not consider our Ghana joint venture to be a strategic part of our Group.
Tanzania
We provide mostly Mobile services in Tanzania primarily through MIC Tanzania plc ("Tigo Tanzania"), a 98.5% owned subsidiary of the Millicom Group. We have operated in Tanzania since 1994.
On October 22, 2015, we acquired 85% of ZanziberZanzibar Telecommunications Ltd ("Zantel"), a telecommunications provider operating mainly in Zanzibar, a semi-autonomous region of Tanzania. In 2019, we received approval to combine Tigo Tanzania and Zantel whereby Tigo Tanzania acquired 15% of the remaining shares in Zantel for a consideration representing 1.5% of its own share capital. As a result, the Group's ownership in Tigo Tanzania reduced from 100% to 98.5%, and is now also of 98.5%the Group's ownership in Zantel is 98.5% (indirectly).
The Tanzanian government has implemented legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a Tanzanian public offering. We are currently planning for the IPO of our Tanzanian operation pursuant to the legislation. We have filed a draft prospectus with the Tanzania Capital

Market and Securities Authority in December 2019, and the Regulator has since requested that we await approvalretain an underwriter to ensure the success of the prospectus to proceedIPO. Together with its investment bank advisers, we are seeking an underwriter active in the Tanzanian and Eastern African markets, a process currently underway. The Group reached an agreement with the mandated IPO.Tanzanian government that such public offering must take place before December 31, 2025 at the latest. There can be no guarantee if or when such IPO may occur, or the ownership share of our Tanzanian operation that we may sell in the IPO.
Mobile: As of December 31, 2019,2021, Tigo TanzaniaTanzania had 12.713.5 million subscribers, including Zantel, and we were the second largest mobile provider in Tanzania, as measured by subscribers.
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 than in other countries such as the United States and countries in the European Union, and can therefore change quickly. See “Item 3. Key Information—D. Risk Factors—2. Risks Relatedrelated to Millicom's business in the markets in which we operate—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, beginningregulators in 2014,our markets periodically require that we reduce the government of El Salvador introduced new restrictions on our abilityinterconnection fees that we charge other telecom operators to provide mobile services in specific geographic areas within the country, requesting specifically that our mobile signal not reach inside the country’s incarceration facilities scattered throughout the country. In order to adequately comply with this requirement, we eventually resorted to shutting down more than 10% of our network infrastructure, which significantly reducedterminate voice traffic on our network and negatively impacted our revenue, profitability, and service quality in the country. Similar laws have been adopted in Honduras and in Guatemala (though later nullified in Guatemala). In 2015, the Colombian regulator introduced new rules that impede the industry’s ability to bundle a subsidized handset with a mobile service contract, thus significantly limiting our ability to attract new mobile customers by offering handsets at subsidized prices, directly impacting handset affordability and causing a sharp decline in our handset sales. In 2016, the regulator in Paraguay introduced new rules that forced us to extend the maturity of unused prepaid data allowances from 30 to 90 days, which had an immediate negative impact on the frequency of top-ups data purchases and a consequent negative impact on our revenue. In 2017, the Colombian regulator lowered mobile interconnection rates and introduced new caps for tariffs on wholesale services. These changes negatively impacted both our revenue and our profitability in Colombia in 2017. The Colombian regulator previously challenged Colombia Móvil’s license fee, stating that it should be a significantly higher amount than we had paid, although Colombia Móvil prevailed. The regulator has sought to nullify an arbitral award in our favor in this matter. In addition, regulators in certain of our markets have reduced interconnection fees, which represented 7% of our revenue in fiscal 2017, and if rates are reduced further or regulators in other markets reduce interconnect fees, thesenetwork. At times, such measures couldcan have a material adverse effect on our overall results of operation. For example, in Honduras, frombeginning in January 2019, mobile interconnection charges were reduced by 25%. Also in 2019, new regulation enacted in El Salvador regarding the rollover of voice and data traffic affected the Company.Company's revenues. In 2020, in light of the COVID-19 pandemic, governments in several of our markets prohibited 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.
The table below summarizes our most important current spectrum holdings by country for the Latin America region:

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CountrySpectrumBlocksExpiration date
Bolivia700MHz2x12MHz2028
Bolivia850MHz2x12.5MHz2030
BoliviaAWS2x15MHz2028
Bolivia1900MHz2x10MHz2028
Colombia*Bolivia700MHz27GHz2x20MHz575Mhz20402031
ColombiaAWS700MHz2x15MHz2x20MHz20232040
Colombia1900MHzAWS2x5MHz2x15MHz20292023
Colombia1900MHz2x2.5MHz2x5MHz20212029
Colombia1900MHz2x20MHz2023
El Salvador850MHz2x12.5MHz2038
El SalvadorAWS2x25MHz2040
El Salvador1900MHz2x5MHz2041
El Salvador1900MHz2x5MHz2028
Guatemala850MHz2x24MHz2032
Guatemala700MHz2x5MHz2033
Guatemala700MHz1x20MHz2033
Guatemala2600MHz2x10MHz2032
Guatemala2600MHz1x25 MHz1x25MHz2033
Guatemala2600MHz1x3.3 MHz1x3.3MHz2034
Guatemala3500MHz1x75MHz2033
Guatemala3500MHz1x50MHz2033
Honduras850MHz2x25MHz2028
HondurasAWS2x20MHz2028
Nicaragua700MHz2x20MHz20232033
Nicaragua850MHz2x12.5MHz20232033
Nicaragua1900MHz2x30MHz20232033
NicaraguaAWS2x20MHz20232033
Panama700MHz2x10MHz2036
Panama850MHz2x12.5MHz2036
Panama1900MHz2x10MHz2036
Paraguay850MHz2x12.5MHz20212026
Paraguay700MHz2x15MHz2023
ParaguayAWS2x15Mz20212026
Paraguay1900MHz2x15MHz2022
Paraguay3500MHz2x50MHz2024
* Pending legal validation of the auction results.
Below, we provide further regulatory details in respect of certain of our countries of operation in Latin America.
Bolivia: We hold a license to provide telecommunication services in Bolivia until 2051, mobile service authorization and spectrum licenses until 2030, and cable, and VOIP and internet authorizations until 2028.
Colombia: Colombia Móvil has three 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 sectorSector which, among other changes, changed the duration of spectrum permits from 10 to 20 years. During 2019, the regulator announced the auction of the 700MHz, 1900MHzThe Colombian government auctioned 700 MHz spectrum in 2020, and 2500MHz bands, which took place in December 2019, and through which we were awarded the right to use two blocks of 20obtained 2x20 MHz in this band, which was key for our business to compete effectively in the 700market. In 2023, our AWS and 1900 MHz band. Thespectrum licenses expire, and we and the broader industry are jointly discussing renewal terms with the government. In 2019, our cable TV license expiring in 2019 was successfully migrated according to the new Law, to the General Authorizationindefinite license (Habilitación General) to provide telecommunication services in Colombia.Colombia, in accordance with the new law.
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Costa Rica: We hold two cable licenses which expire in 2029 and a general license to operate telecommunicationsprovide telecommunication services which expires in 2024.2024, and a spectrum permit to download content for cable TV services which expires in 2029.
El Salvador: In 2017 and 2018, Telemóvil successfully renewed all of its spectrum licenses. In December 2019, the regulator completed an auction for AWS spectrum in which we acquired 5 blocks totaling 2x25MHz of bandwidth.

Guatemala: Comcel operates a nationwide mobile network, and it holds spectrum licenses that begin to expire in 2034.2032. In recent years, the regulator has discussed the possibility of auctioning additional spectrum and the government recently announced its intent to move forward with an auction in the 700MHz band during 2021, but formalspecific plans have not yet been announced.
Honduras: Celtel ownshas spectrum licenses in the 850 MHz and AWS bands, and thesewhich expire in 2028. In June 2016, theThe Honduran government approved a multi-band spectrumis planning an auction of frequenciesmultiband frequency spectrum in the 700 MHz 900 MHz and 25003,500 MHz bands. The auction was initially plannedhas been delayed several times since its approval in 2016, most recently due to be conducted by the endCOVID-19 pandemic and now as result of 2017,the change of authorities given the introduction of a new government. The terms and conditions are still under review, but the exact terms and timing areauction could still uncertain.take place during the first half of 2022.
Panama: We hold threesix telephone licenses that expire in 2022, two cable TV licenses that expire in 2024, a radio license that expires in 2025 and atwo commercial data transmission licenselicenses and an Internet for public access license that expire in 2038. We own 2x32.5 MHz in line with the rest of market competitors in 700MHz, 850MHz and 1900MHz bands. During the onset of the COVID-19 pandemic, temporary spectrum licenses were assigned at no cost for all mobile operators. These were recently extended until April 2022. We have formally requested a price definition from the National Public Services Authority ("AESP") for the AWS band in order to acquire the spectrum and continue operating without any impact for our customers.
Paraguay: We own licenses forin four blocksbands of spectrum in Paraguay to provide mobile services, and these give us access to low, mid, and high frequencies, which provide an optimal mix to allow us to offer high-quality network coverage and give us the ability to increase network capacity to meet growing traffic demand needs. We also own spectrum in the 3.5GHz band to provide FWA services.

Below, we provide further regulatory details in respect of our operations in Africa.
Tanzania: Millicom Tanzania has licenses for national and international network facilities services that expire in 2032 and 2035, national and international network services licenses that expire in 2032 and 2035, respectively, and a licenselicenses for national and international application services that expiresexpire in 2022.2022 and 2030, respectively. In 2019, Millicom Tanzania purchased the right to use 2x10 MHz of spectrum in the 800 MHz band for a period of 15 years, and this is currently being used to offer 4G services. Zantel has licenses for national and international network facilities and national and international network services to use radio frequency spectrum resources that expire in 2031 and national and international application licenses that expire in 2026. Zantel also has a radio frequency spectrum license authorizing the use of 900, 1800 and 2100 spectrum that expires in 2031. Following the acquisition of Zantel by Millicom Tanzania, an application has beenwas made to merge the licenses so they are co-terminus.

To this end, a unified license has been recently secured.
Trademarks and licenses
We own or have rights to some registered trademarks in our business, including Tigo®, Tigo Business®;, Tigo Sports®, Mi Tigo®, Tigo Music®Shop®, Tigo Money®, Tigo OneTv ®, Cable Onda®, Zantel®, 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.
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C.    Organizational Structure
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, 2019:2021:

EntityCountryActivityOwnership Interest (%)Voting Interest (%)
Latin America

  
Telemovil El Salvador S.A. de C.V.El SalvadorMobile, MFS, Cable, DTH100100
Millicom Cable Costa Rica S.A.Costa RicaCable, DTH100100
Telefonica Celular de Bolivia S.A.BoliviaMobile, DTH, MFS, Cable100100
Telefonica Celular del Paraguay S.A.ParaguayMobile, MFS, Cable, PayTV100100
Cable Onda S.A.PanamaCable, PayTV, Internet, DTH, Fixed-line8080
Telefonica Moviles Panama S.A.PanamaMobile8080
Telefonia Cellular de Nicaragua S.A.NicaraguaMobile100100
Colombia Móvil S.A. E.S.P.ColombiaMobile50-1 share50-1 share
UNE EPM Telecomunicaciones S.A.ColombiaFixed-line, Internet, PayTV, Mobile50-1 share50-1 share
Edatel S.A. E.S.P.ColombiaFixed-line, Internet, PayTV, Cable50-1 share50-1 share
Africa



MIC Tanzania Public Limited CompanyTanzaniaMobile, MFS98.598.5
Zanzibar Telecom LimitedTanzaniaMobile, MFS98.598.5
Unallocated



Millicom International Operations S.A.LuxembourgHolding Company100100
Millicom International Operations B.V.NetherlandsHolding Company100100
Millicom LIH S.A.LuxembourgHolding Company100100
MIC Latin America B.V.NetherlandsHolding Company100100
Millicom Africa B.V.NetherlandsHolding Company100100
Millicom Holding B.V.NetherlandsHolding Company100100
Millicom International Services LLCUSAServices Company100100
Millicom Services UK LtdUKServices Company100100
Millicom Spain S.L.SpainHolding Company100100

EntityCountryActivityOwnership Interest* (%)
Latin America
Telemóvil El Salvador S.A. de C.V.El SalvadorMobile, MFS, Cable, DTH100 
Millicom Cable Costa Rica S.A.Costa RicaCable, DTH100 
Telefónica Celular de Bolivia S.A.BoliviaMobile, DTH, MFS, Cable100 
Telefónica Celular del Paraguay S.A.ParaguayMobile, MFS, Cable, Pay-TV100 
Cable Onda S.A.PanamaCable, Pay-TV, Internet, DTH, Fixed-line80 
Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.)PanamaMobile80 
Telefonía Celular de Nicaragua, S.A.NicaraguaMobile100 
Colombia Móvil S.A. E.S.P.ColombiaMobile50-1 share
UNE EPM Telecomunicaciones S.A.ColombiaFixed-line, Internet, Pay-TV, Mobile50-1 share
Edatel S.A. E.S.P.ColombiaFixed-line, Internet, Pay-TV, Cable50-1 share
Comunicaciones Celulares S.A.GuatemalaMobile, MFS100 
Navega.com S.A.GuatemalaCable, DTH100 
Africa
MIC Tanzania Public Limited CompanyTanzaniaMobile, MFS98.5 
Zanzibar Telecommunications LimitedTanzaniaMobile, MFS98.5 
Unallocated
Millicom International Operations S.A.LuxembourgHolding Company100 
Millicom International Operations B.V.NetherlandsHolding Company100 
Millicom LIH S.A.LuxembourgHolding Company100 
MIC Latin America B.V.NetherlandsHolding Company100 
Millicom Africa B.V.NetherlandsHolding Company100 
Millicom Holding B.V.NetherlandsHolding Company100 
Millicom International Services LLCUSAServices Company100 
Millicom Services UK LtdUKServices Company100 
Millicom Spain S.L.SpainHolding Company100 
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the three entities.
In addition, we provide services in Guatemala primarily through Comcel, a joint venture in which MIC S.A. indirectly holds a 55% equity interest. In Honduras we provide services through Celtel, a joint venture in which MIC S.A. indirectly holds a 66.67% equity interest. In both Guatemala and Honduras, weWe entered into our joint venturesventure in Honduras at the inception of these businessesthis 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; these partnersthis 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 these entitiesthis entity and has the right to nominate a majority of the directors, of each of these entities, all decisions taken by the boardsboard or the shareholders of these companiesin Honduras must be taken by a supermajoritysuper-majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over either entity.
We also own a 50% interest in Bharti Airtel Ghana Holdings B.V, a joint venture with Bharti Airtel to provide mobile services in Ghana. We entered into our joint venture in Ghana in 2017, when we agreed to combine our operations with those of Bharti Airtel, with the objective of gaining scale and to improve both our competitiveness and the profitability of our business in that country. Millicom has the right to nominate half of the directors of this joint venture, but as with the other joint ventures all decisions taken by the board or the shareholders must be taken by a supermajority vote.

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D.    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 finance 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.
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
In some of our markets, we have determined that owning passive infrastructure, such as mobile telecommunications towers, no longer confers a competitive advantage. As a result, we have completed a number of sale and lease-back transactions involving some of our tower assets in recent years. These transactions have allowed 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.
We continue to own a significant number of towers in some of our markets, especially in Central America, and we continuously assess the merits of entering into new sale and lease-back agreements, based in part on the competitive dynamics in our markets, but also on demand and investment appetite by tower companies. Our most recent lease-back agreements typically have had (i) an initial 12-year term, with a right for us to renew for up to 10 or 20 years, and (ii) rent denominated and payable in local currency.
In 2017 and 2018, Millicomthe Group announced agreements to sell and leaseback wireless communications towers in Paraguay, Colombia and El SalvadorSalvador. Total gain on sale recognized in 2021 was nil (2020: nil, 2019: $5 million) and cash received from these sales in 2021 was nil (2020: nil, 2019: $22 million). There were no sale and leaseback transactions in 2021.
We are currently in the process of creating one or more legal entities to subsidiariesseparate our towers, and possibly other infrastructure assets such as data centers and fiber optic networks, from our core telecom service operations, with the goal of American Tower Corporationoptimizing both the utilization and SBA Communications whereby Millicom agreedcapital structure for these fixed assets. In the future, we may choose to the cash sale of tower assets and to lease backsell a dedicated portion of each tower to locate its network equipment.
The table below summarizes certain key termsminority equity interest or pursue a complete divestiture of these transactions and their impact on the Millicom Group:
  Paraguay Colombia El Salvador
Signature date April 26, 2017 July 18, 2017 February 6, 2018
Total number of towers expected to be sold 1,411
 1,207
 811
Total number of towers transferred as of December 31, 2019 1,411
 960
 547
Expected total cash proceeds ($ millions) 127
 147
 145
Cash proceeds received in 2017 ($ millions) 75
 86
 
Cash proceeds received in 2018 ($ millions) 41
 26
 74
Cash proceeds received in 2019 ($ millions) 11
 8
 3
Gain on sale recognized in 2017 ($ millions) (Note B.2) 26
 37
 
Gain on sale recognized in 2018 ($ millions) (Note B.2) 15
 13
 33
Gain on sale recognized in 2019 ($ millions) (Note B.2) 
 3
 2

assets.
For additional information, see note E.4.1.E.3. to our audited consolidated financial statements included elsewhere in this Annual Report.


ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
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The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, 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 “Item 3. Key Information—D. Risk Factors.”

A.    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 that. These affect demand for and affordability of our services such asand 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 makesmake our services affordable to a larger pool of consumers. The emerging markets we serve tend to have younger populations and faster household formation, and producetypically 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; in this respect see “Item 11. 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. Competitive intensity 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-dependenthighly 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 will 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. 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. In 2016, the regulator in Paraguay required that mobile service providers extend to 90 days, from 30 days previously, the minimum expiration of prepaid mobile data allowances; and in El Salvador, the government required us to shut down certain parts of our network near the country’s incarceration facilities.
•    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. This is true for both our mobile and fixed services. With respect to our mobile services, while we are still deploying 4G networks, the industry is already well advanced in planning for the future deployment of 5G, which we expect will drive continued demand for data in the future. With respect to our fixed services, the cable infrastructure we are deploying, largely based on the DOCSIS 3.0 standard, continues to evolve, and we are continuously evaluatingdeploying alternatives such as DOCSIS 3.1 and FTTH.FTTH in certain markets. Over time, 5G and other mobile technologies may also be considered as viable alternatives for fixed services. In the meantime, an important recent trend in the Latin American telecommunications market has been the growth in fixed broadband penetration. We have significantly increased the coverage of our HFC network largely in response to demand for high-speed fixed broadband services. Technological change is also impacting the capabilities of the equipment our customers use, such as mobile handsets and set-top boxes, and potential change in this area may impact demand for 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 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 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.
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COVID-19. On March 11, 2020, the World Health Organization declared the coronavirus outbreak a pandemic. Most countries globally, including a majority of the countries where we operate, reacted by implementing severe restrictions on travel and public gatherings, including the closing of offices, businesses, schools, retail stores and other public venues, and by instituting curfews or quarantines. These restrictions as well as the dangers posed by the virus, produced a significant reduction in mobility and a severe disruption in global economic activity during 2020. According to data compiled by the University of Oxford, the government-imposed lockdowns in the vast majority of our markets were among the most stringent in the world. As a result, many of our stores and distribution channels were forced to close temporarily and a majority of our markets experienced very sharp reductions in mobility during 2020. These lockdowns immediately impacted our prepaid mobile business, which suffered a sharp decline, followed by a rapid recovery as the lockdowns eased. In our subscription businesses, the revenue erosion was more gradual than in mobile prepaid, and the recovery has also been more gradual. Finally, revenue from our B2B services has eroded gradually since the onset of the pandemic, as many small and mid-sized businesses struggle to cope with the health and economic crisis. During 2021, economic activity recovered gradually in our markets, and remittances from the U.S. to Central America sustained very strong double-digit growth. Our markets began vaccinating, and vaccination rates were above 50% in Colombia, Costa Rica, El Salvador and Panama, while they remained below 30% in Guatemala.

Additional factors and trends affecting our performance and the results of operations are set out in Item"Item 3. Key Information—D. Risk Factors."
Factors affecting comparability of prior periods
Acquisitions
On February 20, 2019, we announced the agreement with TelefonicaTelefónica, S.A. to acquire the entire share capital of Telefónica Móviles Panamá, S.A., Telefónica de Costa Rica TC, S.A. (and its wholly owned subsidiary, Telefónica Gestión de Infraestructura y Sistemas de Costa Rica, S.A.) and Telefonía Celular de Nicaragua, S.A. (together, “Telefonica“Telefónica CAM”) for a combined enterprise value of $1,650 million (the “Transaction”“Panama and Nicaragua Acquisitions”) payable in cash.
On May 16, 2019, we acquired 100% of Telefonía Celular de Nicaragua, S.A., the number one mobile operator in Nicacagrua,Nicaragua, adding to our existing cable operations. Since the closing date, we have controlled and therefore fully consolidated Telefonía Celular de Nicaragua, S.A. As ofFor the year ended December 31, 2019, Telefonía Celular de Nicaragua, S.A. contributed $144 million of revenue and a net profit of $5$5 million.
On August 29, 2019, we acquired 100% of Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.), the leading mobile operator in the Panama. The acquisition was made through Millicom's subsidiary, Cable Onda, the leading cable operator in the country. Since the closing date, we have controlled and therefore fully consolidated Telefónica Móviles Panamá,Grupo de Comunicaciones Digitales S.A., with a 20% non-controlling interest. As ofFor the year ended December 31, 2019, Telefónica Móviles Panamá, S.A. contributed $80 million of revenue and a net profit of $6 million.
AsOn May 2, 2020, Millicom announced that it had terminated the share purchase agreement in relation to the acquisition of December 31, 2019, we had not yet completed the acquisitionentire capital of Telefónica de Costa Rica TC, S.A. (and its wholly owned subsidiary, Telefónica Gestión de Infraestructura y Sistemas de Costa Rica, S.A.).The aggregate purchase price for the Panama and Nicaragua Acquisitions was therefore $1.08 billion, which has been subject to purchase price adjustments. For additional information, see notes G.3.1. and A.1.2. to our audited consolidated financial statements included elsewhere in this Annual Report.
On December 13, 2018, we acquiredNovember 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 controlling 80% stakeresult, Millicom owns a 100% equity interest in Cable Onda, the largest cable and fixed telecommunications services provider in Panama. Pursuant to the terms of the Stock Purchase Agreement, the transaction closed for cash consideration of $956 million in addition to which Millicom assumed Cable Onda’s debt obligations, including the Corporate Bonds, of which the aggregate principal amount outstanding was $185 million as of December 31, 2019, as well as other indebtedness. Since the closing date, we have controlled and therefore fully consolidated Cable Onda in our financial statements with a 20% non-controlling interest.
In the years ended December 31, 2019 and 2018, we also completed certain other minor additional acquisitions.Tigo Guatemala. See notesnote A.1.2. and C.6.3 to our audited consolidated financial statements for additional details regarding our acquisitionsthis acquisition and the accounting treatment thereof.
In the years ended December 31, 2021 and 2020, the Group also completed certain other minor additional acquisitions.
Discontinued operations
As a result of the merger of our business in Ghana with another business, and the resulting change in ownership, as well asChad
On March 14, 2019, Millicom announced that it had signed an agreement for the sale of our businessesits entire operations in Senegal, Rwanda and the Democratic Republic of Congo (“DRC”), those businesses have each been classified as assets held for sale (respectivelyChad to Maroc Telecom. The transaction was completed on September 28, 2017, February 2, 2017, January 23, 2018 and February 8, 2016), and their results have been classified as discontinued operations for all periods presented in our consolidated financial statements included herein. For additional details on our discontinued operations, see notes A.4 and E.3 to our audited consolidated financial statements.June 27, 2019.
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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 havehad equal ownership and governance rights in the combined entity.entity ("AirtelTigo"). Necessary regulatory approvals were received in September 2017, and the merger was completed on October 12, 2017.

Senegal
On July 28, 2017, we announced that we had agreed to sell our Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and the Teylium Group, subject to customary closing conditions and regulatory approvals. On April 19, 2018, the President of Senegal issued an approval decree in respect of the proposed sale. The sale was completed on April 27, 2018.
Rwanda
On December 19, 2017,2021, we announced that we had signed ana definitive agreement forto sell our ownership in AirtelTigo to the saleGovernment of our Rwanda operations to subsidiaries of Airtel. We received regulatory approvals on January 23, 2018Ghana, and the sale was subsequently completed on January 31, 2018.October 13, 2021.
DRC
On February 8, 2016, Millicom announced that it had signed an agreement for the sale of its businesses in the DRC to Orange S.A. The transaction was completed in respect of the mobile business (Oasis S.A.) on April 20, 2016. The separate disposal of the mobile financial services business (DRC Mobile Cash) was completed in September 2016.
Chad
On March 14, 2019, Millicom announced that it had signed an agreement for the sale of its entire operations in Chad to Maroc Telecom. The transaction was completed on June 27, 2019.
IFRS 16, IFRS 15 and IFRS 9 adoption
IFRS 16 “Leases” was effective for periods starting on January 1, 2019 and has been adopted by the Millicom Group as of that date using the modified retrospective approach with the cumulative effect of applying the new standard recognized in retained profits as of January 1, 2019. For a description of the standard and its impact on the Millicom Group, see “Introduction—New and amended IFRS accounting standards” in the notes to our audited consolidated financial statements.
IFRS 15 “Revenue from contracts with customers” and IFRS 9 “Financial instruments” were effective for annual periods starting on January 1, 2018 and have been adopted by the Millicom Group as of that date using the modified retrospective approach. For a description of the standard and its impact on the Millicom Group, see “Introduction—New and amended IFRS accounting standards” in the notes to our audited consolidated financial statements.
Guatemala and Honduras Joint Ventures

Though we hold majority ownership interests in the entities that conduct each of the Guatemala and Honduras joint ventures

Though we hold a majority ownership interest in the boardsentities that own the Honduras joint venture, the board of directors areis 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 conducted 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 the Guatemala and Hondurasthese 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 joint ventures in Guatemala and Honduras.”audited consolidated statement of income.
For additional details on the Guatemala and Honduras joint ventures, see note A.2A.2. to our audited consolidated financial statements.
Comcel, our principal Guatemala joint venture company in which we hold a 55% ownership interest but which we do not control, met the income threshold as a significant investee accounted for by the equity method for purposes of Rule 3-09 of Regulation S-X for the years ended December 31, 2019, 2018 and 2017.  As permitted by Rule 3-09, the financial statements for Comcel will be separately provided in an amendment to this Form 20-F.
Our segments
Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker to make strategic and operational decisions from both a business and geographic perspective. The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. The Millicom Group has businesses in two main regions, Latin America and Africa, which constitute our two segments. Our Latin America segment includes the Guatemala andLatam figures include our Honduras joint venturesventure as if theyit were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters and to provide increased transparency to investors on those operations. Our Africa segment does notLatam figures also include our operations in Guatemala. On November 12, 2021, we acquired the remaining 45% equity interest in our Guatemala joint venture business, and we now fully consolidate our operations in Guatemala. Prior to this date, we held a 55% stake in our operations in Guatemala and accounted for them using the equity method of accounting and as a joint venture, along with our operations in Honduras. Prior to its disposal in October 2021, we excluded the Ghana joint venture from the Africa operational data because, unlike our management doesother joint ventures, we did not consider it a strategic part of our group.

Group. Financial data is presented either at a consolidated level or at a segmental level, as derived from our financial statements, including the notes thereto.
Our customer base
We generate revenue mainly from the mobile and cable and other fixed services that we provide and, to a lesser extent, from the sale of telephone and other equipment. For a description of our services, see “Item 4. Information on the Company—B. 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 center,centers, data and mobile virtual network operator,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 in our Latin America segment as (x) the total Home revenue (excluding equipment sales, TV advertising and equipment rental) 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. ARPU is not
56


subject to a standard industry definition and our definition of ARPU may be different tofrom that of other industry participants.
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.
57


Mobile customers by segment
As of December 31,
202120202019
(in thousands, except where noted)
Latin America44,881 41,734 39,846 
of which are 4G customers21,447 18,243 15,398 
Mobile customer ARPU (in U.S. dollars)$6.4 $6.7 $7.3 
Africa13,547 13,111 12,686 
of which are 4G customers2,051 1,447 865 
Mobile customer ARPU (in U.S. dollars)$2.1 $2.3 $2.5 
 As of December 31,
 2019 2018 2017
 (in thousands, except where noted)
Latin America39,846
 33,691
 33,141
of which are 4G customers15,398
 10,487
 7,230
Mobile customer ARPU (in U.S. dollars)$7.3
 $7.9
 $8.2
Africa12,686
 12,724
 11,430
of which are 4G customers865
 456
 261
Mobile customer ARPU (in U.S. dollars)$2.5
 $2.6
 $2.7


Mobile customers by country in our Latin America segment
As of December 31,
202120202019
(in thousands)
Bolivia4,119 3,920 3,716 
Colombia11,271 10,025 9,421 
El Salvador2,919 2,685 2,564 
Guatemala11,754 11,416 10,817 
Honduras5,079 4,620 4,639 
Nicaragua3,757 3,493 3,427 
Panama2,095 1,957 1,766 
Paraguay3,887 3,618 3,496 
 As of December 31,
 2019 2018 2017
 (in thousands)
Bolivia3,716
 3,604
 3,433
Colombia9,421
 8,601
 8,139
El Salvador2,564
 2,590
 2,897
Guatemala10,817
 10,941
 10,386
Panama1,766
 
 
Honduras4,639
 4,678
 4,821
Nicaragua3,427
 
 
Paraguay3,496
 3,278
 3,465


Mobile customers by country in our Africa segment
As of December 31,
202120202019
(in thousands)
Tanzania (incl. Zantel)13,547 13,111 12,686 
 As of December 31,
 2019 2018 2017
 (in thousands)
Tanzania (incl. Zantel)12,686
 12,724
 11,430


Home customers in our Latin America segment
As of December 31,
202120202019
(in thousands, except where noted)
Total homes passed12,686 12,229 11,842 
Total customer relationships4,893 4,545 4,341 
HFC homes passed12,413 11,888 11,460 
HFC customer relationships4,148 3,733 3,456 
HFC RGUs8,665 7,602 6,948 
HFC broadband internet RGUs3,790 3,356 2,994 
Home ARPU (in U.S. dollars)$28.4 $27.9 $29.3 

58

 As of December 31,
2019 2018 2017
(in thousands, except where noted)
Total homes passed11,842
 11,008
 9,076
Total customer relationships4,341
 4,133
 3,303
HFC homes passed11,460
 10,562
 8,446
HFC customer relationships3,456
 3,103
 2,329
HFC RGUs6,948
 6,203
 4,367
Home ARPU (in U.S. dollars)$29.3
 $28.1
 $28.3


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. Our results of operations in periods subsequent to December 31, 2019 will be affected by, among other things, our recent acquisitions and discontinued operations. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors affecting comparability of prior periods.”
Consolidated results of operations for the years ended December 31, 20192021 and 20182020
The following table sets forth certain consolidated statement of income data for the periods indicated:
Year ended December 31,Percentage Change
2021(i)2020
(U.S. dollars in millions, except percentages)
Revenue4,617 4,171 10.7 %
Cost of sales(1,302)(1,171)11.1 %
Gross profit3,316 3,000 10.5 %
Operating expenses(1,677)(1,505)11.4 %
Depreciation(878)(890)(1.4)%
Amortization(318)(318)0.1 %
Share of profit in joint ventures210 171 22.6 %
Other operating income (expenses), net(12)NM
Operating profit659 446 47.5 %
Interest and other financial expenses(531)(624)(15.0)%
Interest and other financial income23 13 74.5 %
Revaluation of previously held interests670 — NM
Other non-operating (expenses) income, net(50)(106)(52.8)%
Loss from other joint ventures and associates, net(39)(1)NM
Profit (loss) before taxes from continuing operations732 (271)NM
Charge for taxes, net(189)(102)85.7 %
Profit (loss) for the year from continuing operations543 (373)NM
Profit (loss) for the year from discontinued operations, net of tax— (12)NM
Net profit (loss) for the year542 (385)NM
 Year ended December 31, Percentage Change
 2019 (i) 2018 (ii)  
 (U.S. dollars in millions, except percentages)
Revenue4,336
 3,946
 9.9 %
Cost of sales(1,201) (1,117) 7.5 %
Gross profit3,135
 2,829
 10.8 %
Operating expenses(1,604) (1,616) (0.8)%
Depreciation(825) (662) 24.5 %
Amortization(275) (140) 95.9 %
Share of profit in our joint ventures in Guatemala and Honduras179
 154
 16.0 %
Other operating income (expenses), net(34) 75
 NM
Operating profit575
 640
 (10.1)%
Interest and other financial expenses(564) (367) 53.7 %
Interest and other financial income20
 21
 (4.6)%
Other non-operating (expenses) income, net227
 (39) NM
Loss from other joint ventures and associates, net(40) (136) (70.3)%
Profit before taxes from continuing operations218
 119
 82.6 %
Charge for taxes, net(120) (112) 7.2 %
Profit for the year from continuing operations97
 7
 NM
Profit (loss) for the year from discontinued operations, net of tax57
 (33) NM
Net profit (loss) for the year154
 (26) NM


(i)    2021 figures include the impact of our acquisition of the remaining 45% shareholding in our operations in Guatemala (approximately 1.5 months of statement of income data as from November 12, 2021).
(i)
IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "IntroductionNew and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(ii)Restated for discontinued operations.
Revenue
Revenue increased by 9.9%10.7% for the year ended December 31, 20192021 to $4,336$4,617 million from $3,946$4,171 million for the year ended December 31, 2018.2020. The increase in revenue was primarilyis largely due to strong operational results in all business lines and countries, compared to relatively weak performance in the year ended December 31, 2020, at the onset of the pandemic, as well as additional revenue of $395 million relateddue to a full year of Cable Onda's revenue in Panama following the completion of the acquisition in December of 2018, the positive $144 million impact from the Nicaragua mobile acquisition in May of 2019 and the positive $81 million impact from the Panama mobile acquisition in August of 2019, partially offset by weaker currencies in someconsolidation of our markets.Guatemala operations in November 2021.
Colombia represented over 35%31%, El Salvador, Bolivia, Paraguay Bolivia and Panama each representedrepresented between 11%9% and 15%14%, and no other countryCosta Rica, Guatemala and Nicaragua represented moreless than 10%9% of our consolidated revenue in 2019each of the years ended December 31, 2021 and 2018. Panama2020. Colombia experienced the highest relativerelative increase in revenues of $458$68 million, or an increase of 5.1%, as a result of the first full year of operations after the acquisition of Cable Ondastrong performance in December of 2018, as well as the acquisition of the mobile businessand home businesses during 2021. Revenue in AugustEl Salvador increased $58 million, or an increase of 2019.14.9%, due to strong prepaid mobile results stemming from recent network investments. Revenue increased by 6.7% in Bolivia and 2.0% in Paraguay due to increased commercial activity as mobility returned to the country. Revenue in Nicaragua increased by $144 million8.1% due to the acquisition ofgrowth in the mobile businessbusiness. Costa Rica revenue grew 0.9%, as a result of changes in May of 2019. Revenue in Bolivia grew by 4.2% due to strong growth infootball programming rights affecting our Cable and other fixed business services. Revenue in Colombia declined by 7.8% due to a weaker average FX rate for the Colombian Peso. El Salvador revenue declined by 4.5% as revenue from prepaid mobile services declined in 2019.pay-TV business.
59


Cost of sales
Cost of sales increased by 7.5%11.1% for the year ended December 31, 20192021 to $1,201$1,302 million from $1,117$1,171 million for the year ended December 31, 2018.2020. The increase was mainly due to higher costs related to increased activity levels, as well as the impactconsolidation of acquisition of mobileour operations in Panama and in Nicaragua.
Operating expenses
Operating expenses decreasedGuatemala as of November 12, 2021, which was partly offset by 0.8%the benefit of a lower provision for bad debt for the year ended December 31, 20192021 compared to $1,604December 31, 2020.
Operating expenses
Operating expenses increased by 11.4% for the year ended December 31, 2021 to $1,677 million from $1,616$1,505 million for the year ended December 31, 2018.2020. The decreaseincrease was mainly due to lower generalincreased sales and administrative expenses.marketing costs to support robust customer growth in the year ended December 31, 2021, as well as the consolidation of our operations in Guatemala as of November 12, 2021, as compared to the year ended December 31, 2020 when strict lockdowns significantly curtailed commercial activity.
Depreciation
Depreciation increaseddecreased by 24.5%1.4% for the year ended December 31, 20192021 to $825$878 million from $662$890 million for the year ended December 31, 2018.2020. The increasedecrease was mainly due to network modernization activities which accelerated the adoptiondepreciation of IFRS 16, which increasedolder infrastructure in 2020, despite the additional depreciation by $109 million compareddue to what it would have been if we had continued to follow IAS 17 in the year ended December 31, 2019, and the acquistionconsolidation of our operations in Panama and Nicaragua, which increased depreciation, partially offset by a reduction in depreciation due to weaker currencies, particularly in Colombia and Paraguay.Guatemala as of November 12, 2021.
Amortization
Amortization increased by 95.9%was stable, increasing 0.1% for the year ended December 31, 20192021 to $275$318 million from $140$318 million for the year ended December 31, 2018. The increase2020. In 2020, our amortization expense was mainly related tohigher than our acquisitionsusual run-rate as we transitioned our old B2B brand in Panama to Tigo Business. In 2021, this line was again impacted by our decision to transition the Cable Onda brand to Tigo in Panama which took effect in April 2021 and Nicaragua, whichby the consolidation of our operations in Guatemala as of November 12, 2021.
Share of profit in joint ventures
Share of profit in joint ventures increased amortization by $12922.6% for the year ended December 31, 2021 to $210 million from $171 million for the year ended December 31, 2019.
Share of profit in our joint ventures in Guatemala and Honduras
Share of profit in our joint ventures in Guatemala and Honduras increased by 16.0% for the year ended December 31, 2019 to $179 million from $154 million for the year ended December 31, 2018. 2020. The increase was mainly due to growth of the net profits generated in both Guatemala and Honduras. In Guatemala, the increase in net profits came mostly from increased revenue, lower operating expenses due to lower general and administrative costs during the year,strong operational performance and lower levelsfinancing costs stemming from the reduction in debt in Guatemala prior to the acquisition, offset by the consolidation of FX lossesour operations in the year ended December 31, 2019. In Honduras, the increase in net profit was mainly due to an increase in revenuesGuatemala as well as lower levels of FX losses in the year ended December 31, 2019.November 12, 2021.
Other operating income (expenses), net
Other operating income (expenses), net, decreasedincreased by $110$18 million for the year ended December 31, 20192021 to an income of $6 million from an expense of $34 million from an income of $75$12 million for the year ended December 31, 2018.2020. The expenseincrease was mainly due 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, 2019 was mainly due2021 compared to expenses related to the impairment of a lossloan to our prior operations in Ghana offset by gains from the disposal ofin equity investments while the incomein Helios Towers and Jumia for the year ended December 31, 2018 was mainly due to gains registered from the sale of towers in El Salvador, Paraguay and Colombia.

2020.
Interest and other financial expenses
Interest and other financial expenses increaseddecreased by 53.7%15.0% for the year ended December 31, 20192021 to $564$531 million from $367$624 million for the year ended December 31, 2018.2020. The increasedecrease was mainly due to higher grosslower average debt as a result of incurring debt to fundlevels, following repayment activity over the acquisitions in Panama and Nicaragua, as well as the adoption of IFRS 16 which added $72 million to interest expense.last year.
Interest and other financial income
Interest and other financial income decreasedincreased by 4.6%74.5% for the year ended December 31, 20192021 to $20$23 million from $21$13 million for the year ended December 31, 2018.2020. The slight decreaseincrease was mainly due to lower average cash and cash equivalents balances during 2019 as compared to 2018.a gain from the exchange of the 6.625% Senior Notes due 2026 for newly issued 4.500% Senior Notes due 2031.
Other non-operating (expenses) income, net
Other non-operating (expenses) income, net increasedexpenses decreased by $266$56 million for the year ended December 31, 20192021 to an incomeexpense of $227$50 million from an expense of $39$106 million for the year ended December 31, 2018.2020. The increase largely reflects a non-cash net loss of $38 million relateddecrease was mainly due to the revaluation charge of our stakethe 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 compared to the mark-to-market revaluation of Jumia which completed an initial public offering during 2019 and which is accountedHelios Towers for as a financial asset$63 million loss and losses on foreign exchange for the year ended December 31, 2020.
60


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 and is offsetimplied by the transaction. This resulted in the recognition of a net gain of $312$670 million related to the gain from disposal and revaluation of our stakewith a corresponding increase in Helios Towers Africa, which completed an initial public offering during 2019, and which is accounted for as a financial asset at fair value.goodwill.
Loss from other joint ventures and associates, net
Loss from other joint ventures and associates, net decreased increasedby 70.3% for the year ended December 31, 2019 to a loss of $40 million from a loss of $136$39 million for the year ended December 31, 2018. The decrease was mainly due2021 to the derecognition of Jumia as investment in associates in January. For the year ended December 31, 2018, the Group’s share of results from Jumia and Helios Towers associates was a loss of $66 million. In addition, the decrease was related as well to a lower share of loss from the joint venture in Ghana during 2019 compared to 2018.
Charges for taxes, net
Charges for taxes, net increased by 7.2% for the year ended December 31, 2019 to $120$39 million from $112a loss of $1 million for the year ended December 31, 2018.2020. The increase is due to the exit financing of AirtelTigo Ghana for $38 million.
Charges for taxes, net
Charges for taxes, net increased by 85.7% for the year ended December 31, 2021 to $189 million from $102 million for the year ended December 31, 2020. The increase was mainly due to the inclusionconsolidation of our operations in Guatemala as of November 12, 2021 and higher profitability in the operations of the TelefonicaGroup. This also includes the net effect of the recognition and Cable Onda operations.derecognition of certain deferred tax assets in UNE and Colombia Móvil, respectively.
The main components of charges for taxes, net are the income tax generated by most of the operations in our Latin America segment and the withholding tax we pay when cash is upstreamedrepatriated from our local operations to MIC S.A.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 (loss) for the year
Net profit (loss) for the year increased by $180$927 million for the year ended December 31, 20192021 to a profit of $154$542 million from a loss of $26$385 million for the year ended December 31, 2018.2020. Profit (loss) for the year from continuing operationsoperations increased by $90$915 million for the year ended December 31, 20192021 to a profit of $97$543 million from a profitloss of $7$373 million for the year ended December 31, 20182020 for the reasons stated above. Profit (loss)Net loss for the year from discontinued operations, net of tax increaseddecreased by $90$12 million for the year ended December 31, 20192021 to a profit of $57 million fromnil as compared to a loss of $33$12 million for the year ended December 31, 2018. The increase in profit (loss) for the year from discontinued operations, net of tax was mainly due to to the complete disposal of our Rwanda and Senegal operations that were included in this line during the first quarter of 2018 as well as the complete disposal of our Chad operations that were included in this line for the entirety of 2018.2020.
Segment results of operations for the years ended December 31, 20192021 and 20182020
Our Latin America segment includes the Guatemala andLatam figures include our Honduras joint venturesventure as if theyit were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters. Our Africa segment does notdecisions. Latam figures also include our operations in Guatemala. On November 12, 2021, we acquired the remaining 45% equity interest in our Guatemala joint venture business, and we now fully consolidate our operations in Guatemala. Prior to this date, we held a 55% stake in our operations in Guatemala and accounted for them using the equity method of accounting and as a joint venture, along with our operations in Honduras. See note A.1.2. to our audited consolidated financial statements for additional details regarding this acquisition and the accounting treatment thereof. Prior to its disposal in October 2021, we excluded the Ghana joint venture from the Africa operational data because, unlike our management doesother joint ventures, we did not consider it a strategic part of our group.Group. See “—Our segments” above.

Millicom allocates corporate costs to each segment based on their contribution to underlying revenue. Only non-recurring costs remain unallocated.
61


The following table sets forth certain segment data, which has been extracted from note B.3B.3. to our audited consolidated financial statements, where segment data is reconciled to consolidated data, for the periods indicated:
Year ended December 31,
20212020Percentage Change
Latin AmericaAfricaLatin AmericaAfricaLatin AmericaAfrica
(U.S. dollars in millions, except percentages)
Mobile revenue3,372 347 3,220 357 4.7%(2.9)%
Cable and other fixed services revenue2,275 2,097 8.5%10.2%
Other revenue70 — 60 16.4%(38.3)%
Service revenue5,716 357 5,377 366 6.3%(2.7)%
Telephone and equipment revenue503 — 466 — 8.0%NM
Revenue6,220 357 5,843 366 6.4%(2.7)%
Operating profit1,001 29 803 36 24.7%(19.4)%
Add back:
Depreciation and amortization1,504 83 1,561 89 (3.7)%(7.0)%
Other operating income (expenses), net(8)(1)(5)— 62.5%NM
EBITDA2,498 111 2,360 125 5.9%(11.0)%
 Year ended December 31,    
 2019 2018 Percentage Change
 Latin America Africa Latin America Africa Latin America Africa
 (U.S. dollars in millions, except percentages)
Mobile revenue3,258
 372
 3,214

388
 1.4% (4.0)%
Cable and other fixed services revenue2,197
 9
 1,808

10
 21.5% (13.1)%
Other revenue60
 1
 48

1
 25.5% (38.4)%
Service revenue5,514
 382
 5,069

398
 8.8% (4.2)%
Telephone and equipment revenue449
 
 415


 8.2% NM
Revenue5,964
 382
 5,485

399
 8.7% (4.2)%
Operating profit1,006
 24
 995

25
 1.1% (2.6)%
Add back:    


    
Depreciation and amortization1,435
 99
 1,133

80
 26.7% 24.5 %
Other operating income (expenses), net2
 (2) (51)
(3) NM
 (35.9)%
EBITDA2,443
 122
 2,077

102
 17.6% 19.4 %


The following table sets forth revenue from continuing operations by country for certain of the countries in our Latin America segment (i):
Year ended December 31, Percentage
Change
December 31Percentage
Change
2019 2018 20212020
(U.S. dollars in millions, except percentages)(U.S. dollars in millions, except percentages)
Colombia1,532
 1,661
 (7.8)%Colombia1,414 1,346 5.1%
Guatemala1,434
 1,373
 4.5 %Guatemala1,601 1,503 6.5%
Panama475

17

nm
Panama633 585 8.2%
Paraguay610
 679
 (10.2)%Paraguay555 544 2.0%
Honduras594
 586
 1.4 %Honduras589 552 6.7%
Bolivia639
 614
 4.2 %Bolivia623 584 6.7%
El Salvador387
 405
 (4.5)%El Salvador447 389 14.9%
_____________


(i)The revenue figures above are shown before intercompany eliminations.
(i)    The revenue figures above are shown before intercompany eliminations.
Segment revenue
Revenue of our Latin America segment increased by 8.7%6.4% for the year ended December 31, 20192021 to $5,964$6,220 million from $5,485$5,843 million for the year ended December 31, 2018.2020. The increase in revenue was mainly due to an increasestrong operational results in all business lines and countries, compared to relatively weak performance in the year ended December 31, 2020, at the onset of the pandemic. The main drivers of growth were in our service revenue. The increaseHome businesses, where we saw increased demand for our broadband services, and in our servicemobile business, which benefited from increased commercial activity as mobility returned to our markets during the year. The countries that drove revenue was due to an increasegrowth during 2021 were Colombia, where recent investments in Cableour mobile network and other fixed services revenue caused by the acquisition of Cable Ondaimproved mobility helped drive mobile and organichome growth, driven by the cable businessand El Salvador, where investments in all of our markets. Additionally, the increasenetwork supported growth in revenue was due to an increase in Mobile revenue due to theour mobile acquisitions in Panama and Nicaragua during 2019. These increases in service revenue were partially offset by a decrease in Mobile organic growth caused by macroeconomic slowdowns as well as increased competition in Bolivia, Paraguay and Guatemala. Our Latin America segment revenue was also negatively impacted by weaker foreign exchange rates in several of the countries which we operate.businesses.

62


Following the disposal of our Chad operations during 2019, our Africa segment operations now consist of Tanzania, including Zantel. Revenue of our Africa segment decreased by 4.2%2.7% for the year ended December 31, 20192021 to $382$357 million from $399$366 million for the year ended December 31, 2018.2020. The decrease was mainly due to a reduction in customer usage of mobile financial services in the impactsecond half of lower interconnection rates as well as increased competition.the year due to a new government levy imposed on many mobile money transactions, partially offset by improved activity compared to the year ended December 31, 2020, which was impacted by COVID-19.
Segment operating profit
Operating profit of our Latin America segment increased by 1.1%24.7% for the year ended December 31, 20192021 to $1,006$1,001 million from $995$803 million for the year ended December 31, 2018.2020. The increase was primarily attributablemainly due to increased commercial activity that benefited our revenue growth coupled withbut resulted in higher costs during the positive impact from IFRS 16.year related to increased activity levels, which was partially offset by a lower provision for bad debt for the year ended December 31, 2021 compared to December 31, 2020. The increase was also due to a decrease in depreciation caused by network modernization activities that accelerated the depreciation of older infrastructure in 2020.
Operating profit of our Africa segment decreased by 2.6%19.4% for the year ended December 31, 20192021 to $24$29 million from $25a profit of $36 million for the year ended December 31, 2018.2020. The decrease was mainly due to lower revenues and a $21 million regulatory fine.higher costs associated with an increase in commercial activity compared to the year ended December 31, 2020, which was impacted by COVID-19.
Segment EBITDA
Segment EBITDA is segment operating profit excluding, depreciation and amortization and other operating income (expenses), net which includes impairment losses and gains/losses on the disposal of fixed assets attributable to the segment. Segment EBITDA is used by the management to monitor the segmental performance and for capital management and is further detailed in note B.3. Segment Information in the audited consolidated financial statements.
Segment EBITDA of our Latin America segment increased by 17.6%5.9% for the year ended December 31, 20192021 to $2,443$2,498 million from $2,077$2,360 million for the year ended December 31, 2018.2020. The increase was attributablemainly due to including a full year of Cable Onda as well as the inclusion of the mobile acquisitions in Panama and Nicaragua and a $170.6 million increase resulting from the adoption of IFRS 16, partiallyincreased commercial activity, which was partly offset by weaker currency exchange rates. On an increase in sales and marketing expenses. The countries that most contributed to the increase in EBITDA were Guatemala and El Salvador, both driven by strong performance in all business units, and Panama, driven by strong results in consumer Mobile and Home business units. Using the same definition used for organic basis,growth for service revenue and revenue in the section “Other financial data,” having deductedadded the 8.20.2% percentage points of positive impact from accounting changes (i.e., the effect of the implementation of IFRS 16 as of January 1, 2019), deducted the 11.9 percentage points positive impact of mobile Panama and Nicaragua acquisitions (which were acquired during 2019), added the 5.0 percentage points negative impact of foreign currency fluctuations between the periods and added 0.4the 0.6% percentage points of other impacts resulting from the net effect of small differences that result from calculating organic growth using different baselines for each period, EBITDA of our Latin America segment would have increased by 2.1%6.7%.

Segment EBITDA of our Africa segment increaseddecreased by 19.4%11.0% for the year ended December 31, 20192021 to $122$111 million from $102$125 million for the year ended December 31, 2018.2020. The increasedecrease was mainly due to higher costs related to an increase in commercial activity compared to the adoption of IFRS 16,year ended December 31, 2020, which added $34.4 million to EBITDA.was impacted by COVID-19.

63


Consolidated results of operations for the years ended December 31, 20182020 and 20172019
The following table sets forth certain consolidated statement of income data for the periods indicated:
Year ended December 31, Percentage ChangeDecember 31Percentage Change
2018 (i) (ii) 2017 (i) (ii) 20202019
(U.S. dollars in millions, except percentages)(U.S. dollars in millions, except percentages)
Revenue3,946
 3,936
 0.3 %Revenue4,171 4,336 (3.8)%
Cost of sales(1,117) (1,169) (4.4)%Cost of sales(1,171)(1,201)(2.5)%
Gross profit2,829
 2,767
 2.3 %Gross profit3,000 3,135 (4.3)%
Operating expenses(1,616) (1,531) 5.6 %Operating expenses(1,505)(1,604)(6.2)%
Depreciation(662) (670) (1.1)%Depreciation(890)(825)7.9%
Amortization(140) (142) (1.2)%Amortization(318)(275)15.6%
Share of profit in the joint ventures in Guatemala and Honduras154
 140
 9.8 %
Share of profit in joint venturesShare of profit in joint ventures171 179 (4.4)%
Other operating income (expenses), net75
 69
 9.2 %Other operating income (expenses), net(12)(34)(65.8)%
Operating profit640
 632
 1.2 %Operating profit446 575 (22.4)%
Interest and other financial expenses(367) (389) (5.8)%Interest and other financial expenses(624)(564)10.8%
Interest and other financial income21
 16
 31.6 %Interest and other financial income13 20 (31.3)%
Other non operation income/expenses(39) (2) NM
Other non operation income/expenses(106)227 NM
Profit (loss) from other joint ventures and associates, net(136) (85) 59.1 %Profit (loss) from other joint ventures and associates, net(1)(40)(98.5)%
Profit (loss) before taxes from continuing operations119
 172
 (30.5)%Profit (loss) before taxes from continuing operations(271)218 NM
Charge for taxes, net(112) (162) (30.6)%
Profit (loss) for the year from continuing operations7
 10
 (28.7)%
Tax (charge) credit, netTax (charge) credit, net(102)(120)(15.5)%
Profit (loss) from continuing operationsProfit (loss) from continuing operations(373)97 NM
Profit (loss) from discontinued operations, net of tax(33) 60
 NM
Profit (loss) from discontinued operations, net of tax(12)57 NM
Net profit (loss) for the year(26) 69
 NM
Net profit (loss) for the periodNet profit (loss) for the period(385)154 NM
_______________


(i)
IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might also not be directly comparable. See "IntroductionNew and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(ii)Restated for discontinued operations
Revenue
Revenue increaseddecreased by 0.3%3.8% for the year ended December 31, 20182020 to $3,946$4,171 million from $3,936$4,336 million for the year ended December 31, 2017. Year-over-year2019. The decrease in revenue increasedwas primarily due to an increase in mobile and fixed datalower commercial activity as well as Home revenue. The implementation of IFRS 15 had a modest impact as it reduced our 2018 revenue by $77 million, as compared to what our results would have been if we had continued to follow the IAS 18 standard in the year-end 2018. Mostresult of the impact on revenue relates toCOVID-19 pandemic, weaker currencies in some of our markets, and was partially offset by the changefull-year contribution of the mobile acquisitions in how we present the resultsNicaragua and Panama, which were acquired in May of wholesale international traffic. Revenue for a portion2019 and August of this business are now presented on a net basis. This change in presentation produced a reduction in revenue of $87 million for the full year 2018. Included in our 2017 results for this business were revenue of $119 million for the full year.2019, respectively.
Colombia represented over 42%32%, Paraguay, Bolivia and El SalvadorPanama each represented between 10%13% and 17%14%,
and and no other country represented more than 10% of our consolidated revenue in 20182020 and 2017. Bolivia2019. Panama experienced
the highest relative increase in revenues of $58$110 million, or 10.5%, as a result of robust growththe acquisition of the mobile business in B2C Home,
which benefited from the continued expansionAugust of our HFC network and from strong demand especially for
residential broadband services and mobile data adoption.2019. Revenue in Paraguay grew 2.5% with strong performance
of 4G and mobile data adoption. Revenue in Colombia declinedNicaragua increased by 4.5%$63 million due to the implementationacquisition of IFRS 15,
which affected how we present the mobile business in May of 2019. Revenue in El Salvador increased by 0.6% due to strong prepaid mobile results in the fourth quarter of our wholesale international traffic,2020. Revenue declined by 8.6% in Bolivia due to lower commercial activity as a result of the lockdowns in the country. Revenue decreased by 10.8% in Paraguay and by 12.2% in Colombia due to lower commercial activity as a result of the lockdowns in those markets as well as due to a weaker average FX rate
for the Paraguayan guaraní and the Colombian Peso. El Salvador recorded a revenue decline of 4.1% as our operations there continue to be morepeso.
exposed than the rest of our Latin America markets to voice and SMS revenue that continues to decline and to

operational challenges that began in 2017 and continued to impact our performance for most of 2018.


Cost of sales
Cost of sales decreased by 2.5% for the year ended December 31, 2020 to $1,171 million from $1,201 million for the year ended December 31, 2019. The decrease was commensurate with the decline in revenue.
Operating expenses
Operating expenses decreased by 6.2% for the year ended December 31, 2020 to $1,505 million from $1,604 million for the year ended December 31, 2019. The decrease was mainly due the decline in revenue as well as cost saving initiatives implemented to mitigate the impact of COVID-19 on our financial performance.
64


Depreciation
Depreciation increased by 7.9% for the year ended December 31, 2020 to $890 million from $825 million for the year ended December 31, 2019. The increase was mainly due to the full-year consolidation of our operations in Panama and Nicaragua.
Amortization
Amortization increased by 15.6% for the year ended December 31, 2020 to $318 million from $275 million for the year ended December 31, 2019. The increase was mainly related to the full-year contribution of our acquisitions in Panama and Nicaragua, accelerated amortization of some brands in the Cable Onda acquisition in Panama, and our spectrum purchase in Colombia.
Share of profit in joint ventures
Share of profit in joint ventures decreased by 4.4% for the year ended December 31, 20182020 to $1,117$171 million from $1,169$179 million for the year ended December 31, 2017. The increase was mainly due to higher costs associated with our increasing fixed service revenue such as pay-TV which incurs programming costs and B2B services that traditionally have lower gross margins, partially offset by the adoption of IFRS 15 which reduced costs by $48 million because of the phone subsidies now being partly recorded in cost of sales.
Operating expenses
Operating expenses increased by 5.6% for the year ended December 31, 2018 to $1,616 million from $1,531 million for the year ended December 31, 2017. The increase was mainly due to approximately $50 million of one-off charges, net of gains, related mostly to the Cable Onda acquisition, as well as to our U.S. listing, the restructuring of our regional Africa operations, and to the relocation of certain functions from Luxembourg to our regional Latin America office.
Depreciation
Depreciation decreased by 1.1% for the year ended December 31, 2018 to $662 million from $670 million for the year ended December 31, 2017.2019. The decrease was mainly due to our operationsa decline in Colombia, where some assets related to our copper network have been fully depreciated.
Amortization
Amortization decreased by 1.2% for the year ended December 31, 2018 to $140 million from $142 million for the year ended December 31, 2017. The decrease was mainly due to the full amortization of some assets recognized as part of the purchase accounting in Colombia which was partially offset by the impact of the Cable Onda acquisition that added $9.0 million to the amortization expense in the last quarter of 2018.
Share of profit in our joint ventures in Guatemala and Honduras
Share of profit in our joint ventures in Guatemala and Honduras increased by 9.8% for the year ended December 31, 2018 to $154 million from $140 million for the year ended December 31, 2017. The increase was due to growth of the net profits generated in both Guatemala and Honduras. The increaseIn Guatemala, the decrease in net profits came principallymostly from steady revenuea one-time charge related to the redemption of Comcel's 6.875% Senior Notes due 2024, and operatingincreased tax provision in the year ended December 31, 2020. In Honduras, the decrease in net profit growths in Guatemala and Honduras.the year ended December 31, 2020 was mainly due to the impact of the COVID-19 pandemic on revenue.
Other operating income (expenses), net
Other operating income (expenses), net increaseddecreased by $6$23 million for the year ended December 31, 20182020 to an incomeexpense of $75$12 million from an incomeexpense of $69$34 million for the year ended December 31, 2017.2019. The increase was mainly dueexpense for the year ended December 31, 2020 reflects the impairment of a loan to a joint venture offset by gains registered from the sale of towersdisposal in El Salvador, Paraguay and Colombia. See “Item 4. Information on the Company—D. Property, Plant and Equipment—Tower infrastructure.”equity investments.
Interest and other financial expenses
Interest and other financial expenses decreasedincreased by 5.8%10.8% for the year ended December 31, 20182020 to $367$624 million from $389$564 million for the year ended December 31, 2017.2019. The decreaseincrease was mainly due to lower gross debtaccrued interest on spectrum purchased in Colombia in December 2019 as well as lower costs associated with refinancing during 2018 comparedbond redemption fees related to 2017, partially offset by additional finance lease expenses associated with the tower sale and lease back transactions in El Salvador, Colombia and Paraguay.a MIC S.A. bond.
Interest and other financial income
Interest and other financial income increaseddecreased by 31.6%31.3% for the year ended December 31, 20182020 to $21$13 million from $16$20 million for the year ended December 31, 2017.2019. The increasedecrease was mainly due to higherlower average cash and cash equivalents balances during 20182020 as compared to 2017.2019.
Other non-operating (expenses) income, net
Other non-operating (expenses) income, increasednet decreased by $37$333 million for the year ended December 31, 20182020 to an expense of $39$106 million from an exepenseincome of $2$227 million for the year ended December 31, 2017.2019. The decreaseexpense for the year ended December 31, 2020, was mainly due to higher foreign exchange losses and the mark to market of our equity investments in 2018.Jumia and Helios Towers, while the income for the year ended December 31, 2019 was mainly due to a gain from the disposal on Jumia and Helios Towers.
Loss from other joint ventures and associates, net

Loss from other joint ventures and associates, net increaseddecreased by 59.1%98.5% for the year ended December 31, 20182020 to a loss of $136$1 million from a loss of $85$40 million for the year ended December 31, 2017. The increase2019. For the year ended December 31, 2020 the loss was mostly related to our results in Ghana. For the year ended December 31, 2019, the loss was mainly due to lossesthe de-recognition of Jumia as investment in Ghana. Our Ghana operations were first accounted for as a joint venture on October 12, 2017 .associates.
Charges for taxes, net
Charges for taxes, net decreased by 30.6%15.5% for the year ended December 31, 20182020 to $112$102 million from $162$120 million for the year ended December 31, 2017.2019. The decrease was mainly due to lower taxes at the corporate levelprofitability and higher utilization of deferred tax assets in 2018credit as of December 31, 2020 compared to 2017.December 31, 2019.
The main components of charges for taxes, net are the income tax generated by most of the operations in our Latin America segment and the withholding tax we pay when cash is upstreamedrepatriated from our local operations to MIC S.A.operations. We also have net losses in our Africa segment and associates, as well asmainly in our corporate entities that in the aggregate, 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
65


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 carryforwards.carry-forwards.
Net profit (loss) for the year
Net profit (loss) for the year decreased by $95$539 million for the year ended December 31, 20182020 to a net loss of $26$385 million from a gainnet profit of $69$154 million for the year ended December 31, 2017.2019. Profit (loss) for the year from continuing operations decreased by $3$470 million for the year ended December 31, 20182020 to a profitloss of $7$373 million from a profit of $10$97 million for the year ended December 31, 20172019 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax decreased by $92$69 million for the year ended December 31, 20182020 to a loss of $33$12 million from a profit of $60$57 million for the year ended December 31, 2017. The decrease in profit for2019 reflecting adjustments to the year from discontinued operations, netsales of tax, was mainly due to a loss recognized on the disposal of the Millicom Group's Rwanda operations in 2018.Chad and Senegal.
Segment results of operations for the years ended December 31, 20182020 and 20172019
OurFor the periods presented, our Latin America segment includes the Guatemala and Honduras joint ventures as if they were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters. OurPrior to its disposal in October 2021, our Africa segment doesdid not include our joint venture in Ghana because our management doesdid not consider it a strategic part of our group.Group. See “—Our segments” above.
As from January 1, 2020, Millicom is allocating corporate costs to each segment based on their contribution to underlying revenue, and only non-recurring costs, such as the M&A-related fees incurred in 2019, will remain unallocated going forward. This change in presentation has no impact on Group EBITDA. In order to facilitate comparisons of December 31, 2021 figures with prior periods, comparative figures have been re-presented to conform with this new segment EBITDA reporting.
The following table sets forth certain segment data, which has been extracted from note B.3B.3. to our audited consolidated financial statements, where segment data is reconciled to consolidated data, for the periods indicated:
December 31
20202019Percentage Change
Latin AmericaAfricaLatin AmericaAfricaLatin AmericaAfrica
(U.S. dollars in millions, except percentages)
Mobile revenue3,220 357 3,258 372 (1.1)%(4.0)%
Cable and other fixed services revenue2,097 2,197 (4.5)%(5.7)%
Other revenue60 60 (0.5)%34.1%
Service revenue5,377 366 5,514 382 (2.5)%(4.0)%
Telephone and equipment revenue466 — 449 — 3.7%NM
Revenue5,843 366 5,964 382 (2.0)%(4.0)%
Operating profit (loss)803 36 980 19 (18.1)%87.0%
Add back:
Depreciation and amortization1,561 89 1,435 99 8.8%(10.4)%
Other operating income (expenses), net(5)— (2)NM(93.5)%
EBITDA2,360 125 2,418 117 (2.4)%6.9%
 Year ended December 31,    
 2018 2017 Percentage Change
 Latin America Africa Latin America Africa Latin America Africa
 (U.S. dollars in millions, except percentages)
Mobile revenue3,214
 388
 3,283
 374
 (2.1)% 3.7 %
Cable and other fixed services revenue1,808
 10
 1,755
 9
 3.0 % 12.5 %
Other revenue48
 1
 40
 2
 18.5 % (55.2)%
Service revenue5,069
 398
 5,078
 385
 (0.2)% 3.5 %
Telephone and equipment revenue415
 
 363
 1
 14.4 % NM
Revenue5,485
 399
 5,441
 386
 0.8 % 3.3 %
Operating profit (loss)995
 25
 899
 28
 10.6 % (11.6)%
Add back:           
Depreciation and amortization1,133
 80
 1,174
 81
 (3.6)% (1.1)%
Other operating income (expenses), net(51) (3) (49) (11) 2.1 % (77.7)%
EBITDA2,077
 102
 2,024
 97
 2.6 % 4.7 %



The following table sets forth revenue from continuing operations by country for certain of the countries in our Latin America segment:
66


Year ended December 31, Percentage
Change
December 31Percentage
Change
2018 2017 20202019
(U.S. dollars in millions, except percentages)(U.S. dollars in millions, except percentages)
Colombia1,661
 1,739
 (4.5)%Colombia1,346 1,532 (12.2)%
Guatemala1,373
 1,328
 3.4 %Guatemala1,503 1,434 4.8%
PanamaPanama585 475 23.3%
Paraguay679
 662
 2.5 %Paraguay544 610 (10.8)%
Honduras586
 585
 0.1 %Honduras552 594 (7.0)%
Bolivia614
 555
 10.5 %Bolivia584 639 (8.6)%
El Salvador405
 422
 (4.1)%El Salvador389 387 0.6%


Segment revenue
Revenue of our Latin America segment increaseddecreased by 0.8%2.0% for the year ended December 31, 20182020 to $5,485$5,843 million from $5,441$5,964 million for the year ended December 31, 2017.2019. The increasedecrease in revenue was due to an increase in our telephone and equipment revenue, partially offset by a decrease in our service revenue. The increase in telephone and equipment revenue was mainly due to the lower average price of 4G devices leading to increased sales. The decrease in our service revenue was primarily attributabledue to weaker FX rates prevalent in the last quarter of 2018 that was partially offset by growth of revenue from fixed services, with Cable and other fixed services increasinglower commercial activity as a result of an increased number of customer relationships, particularly in Paraguay, Guatemala and Bolivia, and B2B increasingthe COVID-19 pandemic, as well as a resultnegative impact from weaker foreign exchange rates in some of higher voicethe countries where we operate including Colombia and data traffic, particularly in Colombia. Mobile declined slightly, with mobile data almost offsettingParaguay, offset by the decline in mobile voice and SMS, and as a relative proportionfull-year contribution of our Latin America segment revenue. However, mobile service revenue continued to represent over 60%assets in Nicaragua and Panama, which were acquired during 2019.
Following the disposal of our Latin AmericaChad operations during 2019, our Africa segment revenue.
operations now consist of Tanzania, including Zantel. Revenue of our Africa segment increaseddecreased by 3.3%4.1% for the year ended December 31, 20182020 to $399$366 million from $386$382 million for the year ended December 31, 2017.2019. The year-over-year revenue of our Africa segment increaseddecrease was mainly due to an increase in mobile revenue driven by subscriber additions in Tanzania.the impact of lower commercial activity as a result of the COVID-19 pandemic.
Segment operating profit
Operating profit of our Latin America segment increaseddecreased by 10.6%18.1% for the year ended December 31, 20182020 to $995$803 million from $899$980 million for the year ended December 31, 2019. The decrease was primarily attributable to (i) revenue decline, (ii) increased depreciation and amortization impacted by the full-year consolidation of our acquisitions in Nicaragua and Panama, (iii) accelerated amortization of a brand from our cable purchase in Panama and our spectrum purchase in Colombia and (iv) fees related to the Comcel bond redemption in Guatemala.
Operating profit of our Africa segment increased by 87.0% for the year ended December 31, 2020 to $36 million from $19 million for the year ended December 31, 2017.2019. The increase was primarily attributablemainly due to revenue growth coupled with a reduction in depreciation and amortization, primarily in Colombia where some assets recognized$21 million fine that impacted operating profit as part of the purchase accounting in Colombia were fully amortized during 2018 whereas amortization continued throughout all of 2017.
Operating profit of our Africa segment decreased by 11.6% for the year ended December 31, 2018 to $25 million from $28 million for the year ended December 31, 2017. The decrease was mainly due lower gains on disposal of assets.2019.
Segment EBITDA
Segment EBITDA is segment operating profit excluding, depreciation and amortization and other operating income (expenses), net which includes impairment losses and gains/losses on the disposal of fixed assets attributable to the segment. Segment EBITDA is used by the management to monitor the segmental performance and for capital management.management and is further detailed in note B.3. to our audited consolidated financial statements.
EBITDA of our Latin America segment increaseddecreased by 2.6%2.4% for the year ended December 31, 20182020 to $2,077$2,360 million from $2,024$2,418 million for the year ended December 31, 2017.2019. The increasedecrease was attributable to lower commercial activity during the year. Using the same definition used for organic growth for service revenue and revenue in revenues driventhe section “Other financial data”, having deducted the 3.8% positive impact of the Panama and Nicaragua Acquisitions, added the 3.5% negative impact of foreign currency fluctuations between the periods, and deducted 1.0% of other impacts resulting from the net effect of small differences that result from calculating organic growth using different baselines for each period, EBITDA of our Latin America segment would have declined by handset and equipment sales and higher revenue from fixed services as well as to cost control measures.3.7%
EBITDA of our Africa segment increased by 4.7%6.9% for the year ended December 31, 20182020 to $102$125 million from $97$117 million for the year ended December 31, 2017. The increase was mainly due to the increase in revenue and cost control measures.2019.
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Other Financial Datafinancial data

 Year ended
December 31,
 2019(i) 2018(ii) (iii)
Consolidated:   
Net cash provided by operating activities801 792
Net cash used in investing activities(1,502) (1,199)
Net cash provided by financing activities1,355 341
Operating free cash flow(1)
425 383
Free cash flow(1)
(45) 85
Equity free cash flow(1)
179 326
Latin America segment:   
Service revenue5,514 5,069
Telephone and equipment revenue449 415
Revenue5,964 5,485
Revenue growth8.7% 0.8%
Revenue organic growth (2)
2.8% 3.5%
Service revenue growth8.8% (0.2)%
Service revenue organic growth (2)
2.2% 4.3%
December 31,
20212020
Consolidated:
Net cash provided by operating activities956821
Net cash used in investing activities(2,703)(495)
Net cash provided by (used in) financing activities1,777(598)
Operating free cash flow(1)
619657
Free cash flow(1)
128106
Equity free cash flow(1)
135172
Equity free cash flow after leases(1)
(2)56
Latin America segment:
Service revenue5,7165,377
Telephone and equipment revenue503466
Revenue6,2205,843
Revenue growth6.4%(2.0)%
Revenue organic growth(2)
6.9%(2.1)%
Service revenue growth6.3%(2.5)%
Service revenue organic growth(2)
6.7%(2.5)%
(i)
IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "IntroductionNew and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(ii)IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.
(iii)Restated for discontinued operations.



(1) Free Cash Flow Measures


Operating free cash flow


Operating free cash flow is a non-IFRS measure and is not a uniformly or legally defined financial measure. Operating free cash flow is not a substitute for IFRS measures in assessing our overall financial performance. Because Operating free cash flow is not determined in accordance with IFRS, and is susceptible to varying calculations, Operating free cash flow may not be comparable to other similarly titled measures presented by other companies. Operating free cash flow is included in this report because it is used by our management, and we believe may be useful to investors, to evaluate our core operational cash flow performance from period to period, as reflected in the adjustments in the reconciliation table below. Operating free cash flow has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS.
Free cash flow
Free cash flow is a non-IFRS measure and is not a uniformly or legally defined financial measure. Free cash flow is not a substitute for IFRS measures in assessing our overall financial performance. Because Free cash flow is not determined in accordance with IFRS, and is susceptible to varying calculations, Free cash flow may not be comparable to other similarly titled measures presented by other companies. Free cash flow is included in this report because it is used by our management, and we believe may be useful to investors, to evaluate our cash flow performance from period to period as it reflects the operating free cash flow generated as described above after net finance charges paid. Free cash flow has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS.



Equity free cash flow


Equity free cash flow is a non-IFRS measure and is not a uniformly or legally defined financial measure. Equity free cash flow is not a substitute for IFRS measures in assessing our overall financial performance. Because Equity free cash flow is not determined in accordance with IFRS, and is susceptible to varying calculations, Equity free cash flow may not be comparable to other similarly titled measures presented by other companies. Equity free cash flow is included in this report because it is used by our management, and we believe may be useful to investors, to evaluate our cash flow performance from period to period as it reflects our non–IFRS Free cash flow as described above with the addition of
68


dividends or advances received from our joint venture operations (namely Guatemala and Honduras) and the deduction dividends paid to non–controlling interests. Equity free cash flow has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS.


Equity free cash flow after leases

Equity free cash flow after leases is a non-IFRS measure and is not a uniformly or legally defined financial measure. Equity free cash flow after leases is not a substitute for IFRS measures in assessing our overall financial performance. Because Equity free cash flow after leases is not determined in accordance with IFRS, and is susceptible to varying calculations, Equity free cash flow after leases may not be comparable to other similarly titled measures presented by other companies. Equity free cash flow after leases is included in this report because it is used by our management, and we believe may be useful to investors, to evaluate our cash flow performance from period to period as it reflects our non–IFRS Equity free cash flow as described above with the deduction of lease principal repayments. Equity free cash flow after leases has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS.

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 after leases for the Millicom Group:

December 31,
20212020
Net cash provided by operating activities956821
Purchase of property, plant and equipment(740)(622)
Proceeds from sale of property, plant and equipment119
Purchase of intangible assets(135)(202)
Proceeds from sale of intangible assets
Purchase of spectrum and licenses37101
Finance charges paid, net491551
Operating free cash flow619657
Interest (paid), net(491)(551)
Free cash flow128106
Dividends received from joint ventures1371
Dividends paid to non-controlling interests(6)(5)
Equity free cash flow135172
Lease principal repayments(137)(116)
Equity free cash flow after leases(2)56

 Year ended
December 31,
 2019(i) 2018(ii) (iii)
Net cash provided by operating activities801
792
Purchase of property, plant and equipment(736)
(632)
Proceeds from sale of property, plant and equipment24
154
Proceeds from sale of towers part of tower sale and leaseback transactions(22)
(142)
Purchase of intangible assets(171)
(148)
Proceeds from sale of intangible assets
Purchase of spectrum and licenses59
61
Finance charges paid, net470
298
Operating free cash flow425
383
Interest (paid), net(470)
(298)
Free cash flow(45)
85
Dividends received from joint ventures (Guatemala and Honduras)237
243
Dividends paid to non-controlling interests(13)
(2)
Equity free cash flow179
326

(2) Revenue and Service Revenue Organic Growth


Revenue Organic Growth and Service Revenue Organic Growth are non-IFRS measures and are not uniformly or legally defined financial measures. Revenue Organic Growth and Service Revenue Organic Growth are not substitutes for IFRS measures in assessing our overall operating performance. Because Revenue Organic Growth and Service Revenue Organic Growth are not determined in accordance with IFRS, and are susceptible to varying calculations, Revenue Organic Growth and Service Revenue Organic Growth may not be comparable to other similarly titled measures presented by other companies.


Revenue Organic Growth and Service Revenue Organic Growth are included in this report because our management uses these measures to evaluate our core revenue generating performance from period to period, having eliminated (1) the impact of revenue from businesses acquired during the most recent period (such as Telefonica PanamaTelefónica Móviles Panamá, S.A. and TelefoniaTelefonía Celular de Nicaragua, S.A. in 2019) and the contribution to revenue of businesses disposed of (such as Rwanda, Senegal in 2018 and Chad in 2019) during either period (“change in perimeter”), (2) the impact of accounting changes (such as the removal of the impact of IFRS 15 adoption in 2018) (3) currency fluctuations, and (4)(3) other, which captures the net effect of small differences that result from calculating organic growth using different baselines for each period.


To eliminate the impact of currency fluctuations, we use recent U.S. dollar exchange rate data for the local non-U.S.-dollar currencies of the markets in which we operate to determine an estimated, or budgeted, exchange rate for such currencies. Revenues and service revenues in non-U.S.-dollar currencies from both the more recent period and the
69


corresponding period of the prior year are then translated into U.S. dollars at the same budgeted exchange rates. Revenue Organic Growth and Service Revenue Organic Growth have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for an analysis of our results as reported under IFRS.



The following table shows a reconciliation from reported growth on an IFRS basis to organic growth for revenue and service revenue for the Latin America segment:

RevenueService Revenue
As of and for the year ended December 31,
2021202020212020
Current period6,2205,8435,7165,377
Prior year period5,8435,9645,3775,514
Reported Growth6.4%(2.0)%6.3%(2.5)%
    Change in perimeter impact(i)
—%(3.9)%—%(4.0)%
Foreign exchange impact(ii)
0.3%3.8%0.3%3.9%
Other(iii)
0.1%—%0.1%0.1%
Organic Growth6.9%(2.1)%6.7%(2.5)%

 Revenue Service Revenue
 As of and for the year ended
December 31,
 2019 2018 2019 2018
Current period5,964 5,485 5,514 5,069
Prior year period5,485 5,441 5,069 5,078
Reported Growth8.7%
0.8% 8.8%
(0.2)%
Accounting change impact(i)—% (2.4)% —% (1.0)%
Change in Perimeter impact(ii)
(11.0)% —% (11.6)% —%
Foreign exchange impact(iii)
5.2% 5.1% 5.2% 5.3%
Other(iv)
(0.1)% 0.1% (0.1)% 0.2%
Organic Growth2.8%
3.5% 2.2%
4.3%
i.The following change in perimeter impacts was eliminated to calculate revenue organic growth: a positive $235 million revenue impact in the year ended December 31, 2020 due to revenue generated by Telefonía Celular de Nicaragua, S.A., which was consolidated as of May 16, 2019, and Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.), which we consolidated as of August 29, 2019. The following change in perimeter impacts was eliminated to calculate Service Revenue Organic Growth: a positive $218 million service revenue impact in the year ended December 31, 2020 due to service revenue generated by Telefonía Celular de Nicaragua, S.A., which was consolidated as of May 16, 2019, and Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.), which we consolidated as of August 29, 2019.
(i)The following accounting change impacts were eliminated to calculate revenue organic growth: a positive $133 million revenue impact in the year ended December 31, 2018 due to the adoption of IFRS 15. The following accounting change impacts were eliminated to calculate service revenue organic growth: a positive $51 million service revenue impact in the year ended December 31, 2018 due to the adoption of IFRS 15.


(ii)The following change in perimeter impacts were eliminated to calculate revenue organic growth: a positive $604 million revenue impact in the year ended December 31, 2019 due to revenue generated by Telefonia Celular de Nicaragua S.A. which was consolidated as of May 16, 2019 and Telefonica Moviles Panama which we consolidated as of August 29, 2019. The following change in perimeter impacts were eliminated to calculate service revenue organic growth: a positive $590 million service revenue impact in the year ended December 31, 2019 due to service revenue generated by Cable Onda which was consolidated as of December 13, 2018.

ii.The following foreign exchange fluctuation impacts were eliminated to calculate revenue organic growth: a negative $18 million revenue impact in the year ended December 31, 2021, and a negative $226 million revenue impact in the year ended December 31, 2020. The following foreign exchange fluctuation impacts were eliminated to calculate Service Revenue Organic Growth: a negative $16 million service revenue impact in the year ended December 31, 2021, and a negative $212 million service revenue impact in the year ended December 31, 2020.
(iii)The following foreign exchange fluctuation impacts were eliminated to calculate revenue organic growth: a negative $283 million revenue impact in the year ended December 31, 2019, and a negative $276 million revenue impact in the year ended December 31, 2018. The following foreign exchange fluctuation impacts were eliminated to calculate service revenue organic growth: a positive $263 million service revenue impact in the year ended December 31, 2019, and a positive $270 million service revenue impact in the year ended December 31, 2018.


(iv)The following other impacts related to changes for comparative purposes were eliminated to calculate revenue organic growth: a positive $6 million revenue impact in the year ended December 31, 2019, a negative $7 million revenue impact in the year ended December 31, 2018. The following other impacts related to changes for comparative purposes were eliminated to calculate service revenue organic growth: a positive $5 million service revenue impact in the year ended December 31, 2019, and a negative $8 million service revenue impact in the year ended December 31, 2018.

iii.The following other impacts related to re-basing all periods to the budget FX rates of the current year were eliminated to calculate revenue organic growth: a negative $8 million revenue impact in the year ended December 31, 2021, and a negative $3 million revenue impact in the year ended December 31, 2020. The following other impacts related to changes for comparative purposes were eliminated to calculate Service Revenue Organic Growth: a negative $7 million service revenue impact in the year ended December 31, 2021, and a negative $3 million service revenue impact in the year ended December 31, 2020.

Critical accounting policies
The preparation of our 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 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.

B.    Liquidity and Capital Resources

Overview
Overview
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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 finance leases, obtaining financing from the debt capital markets, and seeking funding from export credit agencies and development financial institutions such as the InterAmericanInter-American Development Bank and the International Finance Corporation.
If we decide to acquire other businesses, we expect to fund these acquisitions from cash resources, borrowings under existing credit facilities, and, if necessary, through new borrowings, including under new credit facilities or issuances of debt securities, thoughand, if necessary, we may issue equity also to raise funds.
As of December 31, 2019,$6962021, $260 million of the Millicom Group’s cash and cash equivalents balance was at the holdings level and a further $468$635 million was at the operating subsidiaries level. As of December 31, 20182020 and 2017,2019, respectively, $145$305 million and $141$696 million of the Millicom Group’s cash and cash equivalents balance was at the holdings level and a further $382$570 million and $479$468 million was at the operating subsidiaries level.
If funds at the foreign operating subsidiarysubsidiaries 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, 2019,2021 and December 31, 2020, our total consolidated indebtedness excluding lease liabilities aswas $7,744 million and $5,691 million, respectively. As of December 31, 2019 was $5,972 million. As of December 31, 2018 and 2017, respectively, our total consolidated outstanding debt and other financing was $4,580 million and $3,785$5,972 million.
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 upstreamingrepatriation
Progressive improvement in operating and financial performance of our operations has enabled the upstreamingrepatriation of excess cash to MIC S.A. This is accomplished through a combination of dividends, fees and shareholder loan repayments.
The following table sets forth cash upstreamedrepatriated to MIC S.A. from our subsidiaries and joint ventures for the periods presented:
Year ended December 31,December 31,
2019 2018 2017202120202019
(U.S. dollars in millions)(U.S. dollars in millions)
Subsidiaries346
 594
 754
Subsidiaries556 392 346 
Joint ventures261
 263
 230
Joint ventures49 98 261 
Total606
 857
 984
Total605 490 606 
In each case, the upstreamedrepatriated cash was principally used to cover corporate center expenses, service corporate debt, pay corporate center taxes and pay the group dividend.
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.
Cash flows
Set forth below is a comparative discussion of our cash flows, which includes cash flows from discontinued operations.
Years ended December 31, 20192021 and 2018

2020
For the year ended December 31, 2019,2021, cash provided by operating activities was $801$956 million, compared to $792$821 million for the year ended December 31, 2018.2020. The increase is mainly due to higher interest paymentslower working capital during the year ended December 31, 2021 compared to the year ended December 31, 2020.
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Cash used in investing activities was $2,703 million for the year ended December 31, 2021, compared to $495 million for the year ended December 31, 2020. In 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 $135 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 used in investing activities was $495 million for the year ended December 31, 2020. In the year ended December 31, 2020, Millicom used $10 million in the acquisition of subsidiaries, net of cash acquired (mobile operations in Panama and Nicaragua), $622 million to purchase property, plant and equipment and $202 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $71 million in dividends from joint ventures, $10 million from the disposal of subsidiaries, $197 million from disposal of equity investments and $9 million from the sale of property, plant and equipment such as towers.
Cash provided by financing activities was $1,777 million for the year ended December 31, 2021, compared to cash used by financing activities of $598 million for the year ended December 31, 2020. 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 financing. In the year ended December 31, 2020, we paid no dividends and repaid debt of $1,744 million and lease capital of $116 million while raising funds of $1,470 million through new financings.
Years ended December 31, 2020 and 2019
For the year ended December 31, 2020, cash provided by operating activities was $821 million, compared to $801 million for the year ended December 31, 2019. The increase is mainly due to an increaselower working capital during the year ended December 31, 2020 compared to the year ended December 31, 2019
Cash used in gross debtinvesting activities was $495 million for the acquisitions madeyear ended December 31, 2020, compared to $1,502 million for the year ended December 31, 2019. In the year ended December 31, 2020, Millicom used $10 million in the past year.
acquisition of subsidiaries, $622 million to purchase property, plant and equipment and $202 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $71 million in dividends from joint ventures, $10 million from the disposal of subsidiaries, $197 million from the disposal of equity investments and $9 million from the sale of property, plant and equipment such as towers. Cash used in investing activities was $1,502 million for the year ended December 31, 2019, compared to $1,199 million for the year ended December 31, 2018.2019. In the year ended December 31, 2019, Millicom used $1,014 million in the acquisition of subsidiaries, net of cash acquired (mobile operations in Panama and Nicaragua), $736 million to purchase property, plant and equipment and $171 million to purchase intangible assets and licenses, and theselicenses. These items were partially offset by proceeds of $237 million in dividends from joint ventures, $111 million from the disposal of subsidiaries (mainly Chad), $25 million from the disposal of equity investments and $24 million from the sale of property, plant and equipment such as towers. In
Cash used in financing activities was $598 million for the year ended December 31, 2018, Millicom used $953 million in the acquisition of subsidiaries, net of2020, compared to cash acquired (mainly Cable Onda), $632 million to purchase property, plant and equipment and $148 million for intangible assets and licenses. These items were partially offsetprovided by $243 million in proceeds from dividends from joint ventures, and $154 million from the sale of property, plant and equipment such as towers.
Cash provided in financing activities wasof $1,355 million for the year ended December 31, 2019, compared to cash used by financing activities of $341 million for2019. In the year ended December 31, 2018.2020, we paid no dividend, used $10 million for share repurchases, and repaid debt of $1,744 million and lease capital of $116 million while raising funds of $1,470 million through new financing. In the year ended December 31, 2019, we paid $268 million to shareholders in dividends (ordinary dividend of $2.64 per share) and repaid debt of $1,157 million and lease capital of $107 million while raising funds of $2,900 million through new financing. In the year ended December 31, 2018, we paid $266 million to shareholders in dividends (ordinary dividend of $2.64 per share) and repaid debt of $530 million and lease capital of $17 million while raising funds of $1,155 million through new financing.
Years ended December 31, 2018 and 2017
For the year ended December 31, 2018, cash provided by operating activities was $792 million, compared to $820 million for the year ended December 31, 2017. The decrease is mainly due to the weaker average FX rate for the Colombian Peso and no longer having profit before taxes from our operations in Senegal and Rwanda, following the completion of our disposal and discontinuance of those operations in the first few months of 2018.
Cash used in investing activities was $1,199 million for the year ended December 31, 2018, compared to $367 million for the year ended December 31, 2017. In the year ended December 31, 2018, Millicom used $953 million in the acquisition of subsidiaries, net of cash acquired (mainly Cable Onda), $632 million to purchase property, plant and equipment and $148 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $243 million in dividends from joint ventures, $176 million from the disposal of subsidiaries (mainly Rwanda and Senegal) and $154 million from the sale of property, plant and equipment such as towers. In the year ended December 31, 2017, Millicom used $650 million to purchase property, plant and equipment and $133 million for intangible assets and licenses. These items were partially offset by $203 million in proceeds from dividends from joint ventures, and $179 million from the sale of property, plant and equipment such as towers.
Cash used in financing activities was $341 million for the year ended December 31, 2018, compared to $464 million for the year ended December 31, 2017. In the year ended December 31, 2018, we paid $266 million in dividends (ordinary dividend of $2.64 per share) and repaid debt of $530 million while raising funds of $1,155 million through new financing. In the year ended December 31, 2017, we paid $265 million to shareholders in dividends (ordinary dividend of $2.64 per share) and repaid debt of $1,195 million while raising funds of $996 million through new financing.
Capital expenditures
Historical capital expenditures
Our capital expenditures of property, plant and equipment, licenses and other intangibles on a consolidated basis and by operating segment, including accruals for such additions at the end of the periods, for the years ended December 31, 2021, 2020, and 2019 2018, and 2017 isare 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 IT investments.spectrum.


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Year ended December 31,December 31
2019 2018 2017202120202019
(U.S. dollars in millions)(U.S. dollars in millions)
Additions to property, plant and equipment719
 698
 824
Additions to property, plant and equipment787 649 719 
Additions to licenses and other intangibles202
 158
 130
Additions to licenses and other intangibles164 520 202 
Total consolidated additions921
 856
 954
Total consolidated additions951 1,169 921 
Latin America segment total additions (including Guatemala and Honduras)1,119
 1,040
 977
Latin America segment total additions (including Guatemala and Honduras)1,161 1,445 1,119 
Africa segment total additions54
 30
 173
Africa segment total additions41 41 54 
Capital expenditure commitments
As of December 31, 2019,2021, we had commitments to purchase network equipment, land and buildings and other fixed assets with a value of $122$761 million from a number of suppliers, of which $102$428 million was within one year and $20$333 million more than one year. Out of these commitments, $52$41 million and $51 million, respectively, relatedrelate to the Company’s share in joint ventures.ventures ($41 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 non-recourse basis to MIC S.A. asAs of December 31, 2019, 54%2021, 48% ($3,724 million) of our total consolidated debt excluding lease liabilities of $5,972 million, or $3,199$7,744 million was at the operational level (excluding our Honduras joint ventures in Guatemala and Honduras)venture) and non-recourse to MIC S.A., and 41%38% of this debt was denominated in local currency. In addition, atas of December 31, 20192021 our joint venturesventure in Guatemala and Honduras had $1,283$279 million of debt excluding lease liabilities which was non-recourse to MIC S.A., and our operations in Guatemala were fully consolidated.
Consolidated indebtedness
Millicom’s total consolidated debt excluding lease liabilities as of December 31, 20192021 was $5,972$7,744 million (December 31, 2020: $5,691 million) and our total consolidated net debt (representing total consolidated debt after deduction of cash, cash equivalents, and pledged deposits) was $4,807 million. $6,814 million (December 31, 2020: $4,816 million).
Including lease liabilities, Millicom's total consolidated financial obligations as of December 31, 20192021 were $7,036$8,911 million (December 31, 2020: $6,711 million) and our total consolidated net financial obligations (representing total consolidated financial obligations after deduction of cash, cash equivalents, and pledged deposits) were $5,870 million. Millicom’s total consolidated debt as of December$7,981 million (December 31, 2018 was $4,580 million and our total consolidated net financial obligations was $4,051 million. 2020: $5,837 million).
See note C.6C.6. to our audited consolidated financial statements included elsewhere in this Annual Report for a reconciliation of total consolidated debt (and financial obligations) to total consolidated net debt (and financial obligations). Our consolidated interest and other financial expenses for the year ended December 31, 20192021 were $564$531 million and for the years ended December 31, 20182020 and 20172019 were $367$624 million and $389$564 million, respectively.]
Millicom's lease liabilities as of December 31, 2019 was $1,063 million, 97%2021 were $1,167 million. 98% of our consolidated lease liabilities or $1,036$1,148 million, was at operational level (excluding our joint venturesventure in Guatemala and Honduras) and non-recourse to MIC S.A.
The following table sets forth our consolidated debt and financing by entity or operational entity location for the periods indicated:

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 Year ended December 31,
 2019 2018 2017
 (US$ millions)
MIC S.A. (Luxembourg)2,773
 1,770
 1,255
Latin America:     
Colombia827
 1,016
 1,130
Paraguay502
 504
 488
Bolivia350
 317
 352
El Salvador268
 299
 147
Costa Rica148
 148
 76
Panama918
 261
 
Africa:     
Tanzania186
 201
 217
Chad(1)
 64
 70
Rwanda(1)
 
 50
Ghana(1)
 
 
Senegal(1)
 
 
Total debt and financing5,972
 4,580
 3,785
December 31,
202120202019
(US$ millions)
MIC S.A. (Luxembourg)4,020 2,504 2,773 
Latin America:
Guatemala (i)605 — — 
Colombia802 803 827 
Paraguay751 738 502 
Bolivia310 337 350 
El Salvador100 118 268 
Costa Rica121 119 148 
Panama846 869 918 
Africa:
Tanzania189 203 186 
Total debt and financing7,744 5,691 5,972 
(i)Operations were classified as assets held for sale from 2017 and subsequently disposed of or merged.
(ii) Finance lease liabilities were included in(i)    Fully consolidated as a subsidiary from November 12, 2021. Debt and Financing untilfinancing at the Guatemala joint venture at December 31, December 2018, but were reclassified to lease liabilities on January 1,2020 and 2019 when adopting thewas $413 million and $929 million, respectively. In 2020, our Guatemala joint venture redeemed $800 million aggregate principal amount of its 6.875% Senior Notes due 2024, funding this prepayment with a mix of cash, new leasing standard. For more details see "Newlocal currency bank loans totaling approximately $284 million, and amended IFRS accounting standards" in our consolidated financial statements.shareholder loans.
For a more detailed description of our outstanding financial obligations, including our credit facilities and outstanding bond or note issuances, see note C.3C.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 net leverage and interest coverage requirements. In addition, certain 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 requirements with respect to net leverage, debt service coverage, debt to earnings and cash levels. In addition, certain financings at the operational level contain restrictions on sale of businesses or significant assets within the businesses.
Indebtedness of the Guatemala and Honduras joint ventures
With respect to the Guatemala and Honduras joint ventures, respectively,venture, total debt excluding lease liabilities as of December 31, 20192021 was $929 million and $353 million and$279 million. As of December 31, 2021, our joint venture in Honduras had lease liabilities of $61 million. The total net debt (representing total debt after deduction of cash, cash equivalents, and pledged deposits) was $740 million and $313$301 million. As of December 31, 2019, our joint ventures in Guatemala and Honduras have lease liabilities of $313 million.
Annual interest expense for the Guatemala joint venture for the years ended December 31, 2019, 2018 and 2017 was $90 million , $74 million and $73 million, respectively. Annual interest expense for the Honduras joint venture for the years ended December 31, 2021, 2020 and 2019 2018 and 2017 was $37$34 million, $29$24 million and $27$37 million, respectively.
The following table sets forth the debt and financing of the Guatemala and Honduras joint venturesventure for the periods indicated:

 Year ended December 31,
 2019 2018 2017
 (US$ millions)
Guatemala929
 927
 995
Honduras353
 383
 388
(i) Finance lease liabilities were included in Debt and Financing until 31 December 2018, but were reclassified to lease liabilities on January 1, 2019 when adopting the new leasing standard.
December 31,
202120202019
(US$ millions)
Honduras340 337 353 
The financing facilities of the Guatemala and Honduras joint venturesventure are subject to a number of financial covenants such as net leverage requirements. In addition, certain of their financings contain 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, and the years ended December 31, 2020 and December 31, 2019 was $52 million, $114 million and $90 million, respectively.
C.    Research and Development, Patents and Licenses, etc.
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We do not engage in research and development activities, and we do not own any patents.

D.    Trend Information
For a discussion of trend information, see “—A. Operating Results—Factors affecting our results of operations.”
E.    Off-Balance Sheet ArrangementsArrangements
As of December 31, 2019,2021, 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 $464$300 million. Assets pledged by the Millicom Group for these debts and financings amounted to $1$35 million as of December 31, 2019.2021. The table below details the maximum exposure under these guarantees and their remaining terms, as of December 31, 2019.2021.
TotalLess than 1 year1-3 years3-5 years
(US$ millions)
Theoretical maximum exposure300 71 223 

 Total Less than 1 year 1-3 years 3-5 years 
 (US$ millions)
Theoretical maximum exposure464
 29
 134
 300
 


F.    Tabular Disclosure of Contractual Obligations
The Millicom Group has various contractual obligations to make future payments, including debt agreements and payables for license fees and lease obligations.
The following table summarizes our obligations under these contracts due by period as of December 31, 2019.2021.
 Total Less than 1 year 1–5 years After 5 years
  (US$ millions)  
Debt and financing (after unamortized financing fees)5,972
 186
 1,902
 3,884
Future interest commitments on debt and financing(1)1,502
 308
 1,088
 106
Lease liabilities1,063
 97
 490
 476
Future interest commitments on leases928
 157
 476
 295
Capital expenditure122
 102
 20
 
Total9,588
 849
 3,977
 4,762
TotalLess than 1 year1–5 yearsAfter 5 years
(US$ millions)
Debt and financing (after unamortized financing fees)7,744 1,840 2,294 3,610 
Future interest commitments on debt and financing(1)1,524 340 1,086 98 
Lease liabilities1,167 171 591 404 
Future interest commitments on leases704 144 380 179 
Capital expenditure761 428 333 — 
Total11,900 2,924 4,685 4,291 
(1)Future interest commitments on our floating rate debt are calculated using the rates in effect for the floating rate debt as of December 31, 2019.
(1)    Future interest commitments on our floating rate debt are calculated using the rates in effect for the floating rate debt as of December 31, 2021.

C.    Research and Development, Patents and Licenses, etc.
We do not engage in research and development activities, and we do not own any patents.
D.     Trend Information
For a discussion of trend information, see “—A. Operating Results—Factors affecting our results of operations.” and “—A. Operating Results—Factors affecting comparability of prior periods."



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


A.    Directors and Senior Management
Directors
The following table sets forth information of each member of the Company’s Board of Directors as of the date of this filing:
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NamePositionYear First Elected
Mr. José Antonio Ríos García (1)Chairman2017
Ms. Pernille ErenbjergDeputy ChairmanChair2019
Mr. Odilon AlmeidaMember2015
Mr. Bruce ChurchillMember2021
Ms. Janet DavidsonSonia DuláMember20162021
Mr. Tomas EliassonLars-Johan JarnheimerMember20142021
Ms. Mercedes JohnsonMember2019
Mr. Lars-Åke NorlingMauricio RamosMember20182020
Mr. James ThompsonMember2019
(1)First appointed as Chairman in January 2019.
(1)    First appointed as Chairman in January 2019.
Biographical information of each member of the Company’s Board of Directors is set forth below.
Mr. José Antonio Ríos García, Non-executive Director and Chairman of the Board. Mr. José Antonio Ríos García was re-elected to the Board in May 20192021 and was first appointed as Chairman of the Board on January 7, 2019. Mr. Ríos, born in 1945, is currentlya proven global business executive with over 30 years of sustained leadership at key multinational companies such as Millicom, Global Crossing (Lumen Technologies), Telefónica S.A., Hughes Electronics, DirecTV and the Cisneros Group of Companies. Until September 2020, he was the Chairman and CEO of Celistics Holdings, a leading provider ofmobile payment platform and cellular top-up distribution andbusiness, providing intelligent logistics solutions for the consumer electronic technology industry inacross Latin America. Prior to joining Celistics, in 2012, Mr. Ríos was the founding President and CEO of DIRECTVDirecTV Latin America (GLA), and the International President of Global Crossing, the telecommunications company later acquired by Level 3 Communications.Communications, and then merged with Lumen Technologies. Mr. Ríos holds an Industrial Engineering degree from the Universidad Católica Andrés Bello, Caracas, Venezuela.

Ms. Pernille Erenbjerg,Non-executive Director, Deputy ChairmanChair of the Board, Chairmanand Chair of the Compensation Committee and Member of the Audit Committee. Ms. Pernille Erenbjerg was re-elected to the Board in May 2019.2021. Ms. Erenbjerg, born in 1967, is formerly the President and Group Chief Executive Officer of TDC, the leading provider of integrated communications and entertainment solutions in Denmark and Norway. Before being appointed President and Group Chief Executive Officer,Previously, Ms. Erenbjerg served as TDC’s Chief Financial Officer and as Executive Vice President of Corporate Finance. Ms. ErenbjergFinance and also servesserved on the BoardsBoard and Audit Committee of Nordea, the largest financial services group in the Nordic region, and Genmab, the Danish international biotechnology company. region. Prior to joining TDC in 2003, Ms. Erenbjerg worked for 16 years in the auditing industry, finishing in 2003 as an equity partner in Deloitte. Currently, Ms Erenbjerg is also a Board member of Genmab, the Danish international biotechnology company.Ms. Erenbjerg holds an MScM.Sc. in Business Economics and Auditing from Copenhagen Business School.
Mr. Odilon Almeida, Non-executive Director, MemberChairman of the Compliance and Business Conduct Committee. Committee. Mr. Odilon Almeida was re-elected to the Board in May 2019.2021. Mr. Almeida, born in 1961, is a senior global leader in the financial, fin-tech, telecom, and consumer goods sectors,sectors. He is the President and will joinCEO of ACI Worldwide Inc., a global leader in electronic payment systems, where he also serves as President and CEO in March 2020. He will also be appointed to the Board of ACI.an Executive Director. Previously, he was anPresident of Western Union Global Money Transfer, and Operating Partner at Advent International, one of the world’s largest private equity funds with $54.3B in assets under management and 345+ investments across 41 countries. His board experience, along with business leadership at Western Union, includesfunds. He also held various roles including BankBoston (now Bank of America), The Coca-Cola Company and Colgate-Palmolive. Mr. Almeida holds a Bachelor of Civil Engineering degree from the Maua Engineering School in São Paulo, Brazil, a Bachelor of Business Administration degree from the University of São Paulo and an MBAM.B.A. with specialization in Marketing from the Getulio Vargas Foundation, São Paulo. He advanced his education with executive studies at IMD Lausanne, The Wharton School, and Harvard Business School.

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Mr. Bruce Churchill, Non-executive Director, Member of the Audit Committee. Mr. Churchill was elected to the Board in May 2021. Mr. Churchill was born in 1957 and also serves on the Board of Wyndham Hotels and Resorts. Previously, he was the President of DIRECTV Latin America LLC from 2004 to 2015 and served as Chief Financial Officer of DIRECTV from January 2004 to March 2005. Prior to joining DIRECTV, he served as President and Chief Operating Officer of STAR TV. He also served as a Non-Executive Director on the Board of Computer Sciences Corp from 2014 to 2017. Mr. Churchill has over 30-years of operational and strategy experience in the media industry, the latter part of which was gained from senior management roles in Latin America. Mr. Churchill holds an M.B.A. from Harvard Business School and a B.A. in American Studies from Stanford University.

Ms. Janet DavidsonSonia Dulá, Non-executive Director, Member of the Audit Committee and Compliance and Business Conduct Committee. Ms. Dulá was elected to the Board in May 2021. She was born in 1961 and currently serves as an independent director on the boards of Hemisphere Media, Acciona S.A. and Huntsman Corporation. Previously she served as Vice Chairman, Latin America at Bank of America Merrill Lynch, and formerly as Head of Wealth Management, and Head of Corporate and Investment Banking. She has held many executive management positions during her career, including with Grupo Latino de Radio, Internet Group of Brasil, and Telemundo Studios Mexico. She began her career as an investment banker at Goldman Sachs, rising to leadership positions. Ms. Dulá holds an M.B.A. from the Stanford Graduate School of Business, and a B.A. in Economics, Magna Cum Laude, from Harvard University.

Mr. Lars-Johan Jarnheimer, Non-executive Director, member of the Compensation Committee. Mr. Jarnheimer was elected to the Board of Millicom in May 2021. He was born in 1960 and currently serves as Chairman of the Board of Telia Company, a telecommunications group with presence in Nordic and eastern European countries, Chairman of the Board of INGKA Holding B.V. (Ikea), and Chairman of Egmont, a Nordic leading media company, among others. He has extensive experience in various boards of Scandinavian companies, as well as having held CEO and managing director positions in the telecommunications and media industries, including at Tele 2 and Comviq GSM. Mr. Jarnheimer holds a B.Sc. in Business Administration and Economics from Lund and Växjö University.

Ms. Mercedes Johnson,Non-executive Director and ChairmanChair of the Audit Committee and member of the Compliance and Business Conduct Committee. Committee. Ms. Janet DavidsonJohnson was re-elected to the Board in May 2019. Ms. Davidson, born in 1956, also serves on the supervisory board of ST Microelectronics and as a director of AES Corporation and serves on its Financial Audit Committee Compensation Committee and Innovation and technology Committee. Previously, Ms. Davidson held various managerial positions in Alcatel Lucent from 1979 to 2011 including the role as Chief Strategy Officer, Chief Compliance Officer and Executive Vice President, Quality & Customer Care. She has also been recognized by Working Woman and in 1999, she was inducted into the Academy of Women Achievers of the YWCA of the City of New York, which honors women of high achievement. Ms. Davidson has a Bachelor of Arts degree in physics from Lehigh University, a Master’s degree in Electrical Engineering from Georgia Tech, and a Master of Science in Computer Science through Bell Laboratories.

Mr. Tomas Eliasson, Non-executive Director and Chairman of the Audit Committee. Mr. Tomas Eliasson was re-elected to the Board in May 2019. Mr. Eliasson, born in 1962, is Executive Vice President, Chief Financial Officer of Sandvik. Previously Mr. Eliasson was the Chief Financial Officer and Senior Vice-President of Electrolux, the Swedish appliances manufacturer. Mr. Eliasson has also held various management positions in Sweden and abroad, including ABB Group, Seco Tools AB and Assa Abloy AB. Mr. Eliasson holds a Bachelor of Science Degree in Business Administration and Economics from the University of Uppsala.
Ms. Mercedes Johnson, Non-executive Director and Member of the Audit Committee. Ms. Johnson was first elected to the Board in May 2019.2021. Ms. Johnson, born in 1954, also serves on the Board of Directors of three other NASDAQ or NYSE listed technology companies - Synopsys, a provider of solutions for designing and verifying advanced silicon chips, Teradyne, a developer and supplier of automated semiconductor test equipment and Maxim Integrated Products, an integrated circuits designerAnalog Devices, a multinational semiconductor company specializing in data conversion, signal processing and producer. power management technology. During her executive career, Ms. Johnson held positions such as Chief Financial Officer of Avago Technologies (now Broadcom) and Chief Financial Officer of LAM Research Corporation. Ms. Johnson holds a degree in Accounting from the University of Buenos Aires.
Mr. Lars-Åke Norling, Non-executive Director, Member of the Compensation Committee and of the Compliance and Business Conduct Committee. Mr. Norling was re-elected to the Board in May 2019. Mr. Norling, born in 1968, is the CEO of Nordnet since September 2019 and was previously an Investment Director and Sector Head of TMT at Kinnevik AB. Prior to that, he was the Chief Executive Officer of Total Access Communications (dtac) in Thailand where he executed a digital transformation and led a turnaround of the company’s financial performance. He has also been EVP of Developed Asia for Telenor as well as Chief Executive Officer of DigiTelecommunications Malaysia and CEO of Telenor Sweden. Mr. Norling holds an MBA from Gothenburg School of Economics, an MSc in Engineering Physics from Uppsala University and an MSc in Systems Engineering from Case Western Reserve University, USA.
Mr. James Thompson,Non-executive Director, Member of the Audit Committee and Member of the Compensation Committee.Mr. Thompson was re-elected to the Board in May 2019. Mr. Thompson, born in 1961, is a Managing Principal at Kingfisher Family Office. He is also a non-executive Director of C&C Group plc and serves on its Audit Committee.  Previously, he was a Managing Principal at Southeastern Asset Management. Between 2001 and 2006, he opened and managed Southeastern Asset Management’s London research office. Mr. Thompson holds an MBA from Darden School at the University of Virginia, and a Bachelor’s degree in Business Administration from the University of North Carolina.
Members of the Executive Committee
The following table lists the names and positions of the members of our Executive Committee.
NamePosition
Mr. Mauricio RamosPresident and Chief Executive Officer
Mr. Tim PenningtonSenior Executive Vice President, Chief Financial Officer
Mr. Esteban IriarteExecutive Vice President, Chief Operating Officer, Latin America
Mr. Xavier RocoplanExecutive Vice President, Chief Technology and Information Officer
Ms. Rachel SamrénExecutive Vice President, Chief External Affairs Officer
Mr. Salvador EscalónExecutive Vice President, General Counsel
Ms. Susy BobenriethExecutive Vice President, Chief Human Resources Officer
Mr. HL Rogers *Executive Vice President, Chief Ethics and Compliance Officer
* Until his resignation on January 1, 2020

Biographical information of the members of our Executive Committee is set forth below.
Mr. Mauricio Ramos,PresidentExecutive Director and Chief Executive Officer. Officer. Mr. Mauricio Ramos, born in 1968, joined Millicom in April 2015 as CEO.CEO and was re-elected as an Executive Director in May 2021. Before joining Millicom, he was 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 and President of Liberty Puerto Rico. Mr. Ramos is also a member of the Board of Directors of Charter Communications (US). Currently, Mr. Ramos formerly servedalso serves as Chairman of TEPAL, the Latin American Association of Cable Broadband Operators and is(i) a former Member of the Board of Directors of Charter Communications (US), (ii) Chair of the GSMA.Digital Communications Industry Community (World Economic Forum), (iii) Chair of the US Chamber’s US-Colombia Business Council (USCBC), and (iv) Commissioner at the Broadband Commission for Sustainable Development. He received a degree in Economics, a degree in Law, and a postgraduate degree in Financial Law from Universidad de los Andes in Bogota.

Mr. James Thompson, Non-executive Director, Member of the Audit Committee and of the Compensation Committee. Mr. Thompson was re-elected to the Board in May 2021. Mr. Thompson, born in 1961, is a private investor of Kingfisher
Single Family Office. He is also a non-executive Director of C&C Group plc and serves on its audit committee. Previously, he was a Managing Principal at Southeastern Asset Management. Between 2001 and 2006, he opened and managed Southeastern Asset Management’s London research office. Mr. Thompson holds an MBA from the Darden School at the University of Virginia, and a Bachelor’s degree in Business Administration from the University of North Carolina.

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Board Diversity Matrix (As of December 31, 2021)
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 Jurisdiction6
LGBTQ+0
Did Not Disclose Demographic Background0

Members of the Executive Team
The following table lists the names and positions of the members of our Executive Team.
NamePosition
Mr. Mauricio RamosExecutive Director and Chief Executive Officer
Mr. Tim PenningtonSenior Executive Vice President, Chief Financial Officer
Mr. Sheldon BruhaSenior Executive Vice President, Incoming Chief Financial Officer
Ms. Susy BobenriethExecutive Vice President, Chief Human Resources Officer
Mr. Salvador EscalónExecutive Vice President, Chief Legal and Compliance Officer
Mr. Esteban IriarteExecutive Vice President, Chief Operating Officer, Latin America
Mr. Karim LesinaExecutive Vice President, Chief External Affairs Officer
Mr. Xavier RocoplanExecutive Vice President, Chief Technology and Information Officer

Biographical information of the members of our Executive Team is set forth below.
Mr. Tim Pennington, Senior Executive Vice President, Chief Financial Officer. Mr. Tim Pennington, born in 1960, joined Millicom in June 2014 as Senior Executive Vice President, Chief Financial Officer. He also currently serves as a

non-executive director of Euromoney Institutional Investor plc. Previously, he was the Chief Financial Officer at Cable and& Wireless Communications plc, Group Finance Director for Cable and& Wireless plc and, prior to that, CFO of Hutchison Telecommunications International Ltd, based in Hong Kong. Mr. Pennington was also Finance Director of Hutchison 3G (UK), Hutchison Whampoa’s British mobile business. He also has corporate finance experience, firstly as a Director at Samuel Montagu & Co. Limited, and then as Managing Director of HSBC Investment Bank within its Corporate Finance and Advisory Department. He has a BAB.A. (Honours) degree in Economics and Social Studies from the University of Manchester. He will be stepping down from his role of Chief Financial Officer on April 1, 2022.
On April 1, 2022, Mr. Sheldon Bruha will assume the role of Chief Financial Officer. He will succeed Mr. Pennington as Millicom’s Chief Financial Officer following an orderly transition of duties through December 31, 2022. Mr. Bruha’s biographical information is set forth below.
Mr. Sheldon Bruha, Executive Vice President, Incoming Chief Financial Officer. Mr. Bruha, born in 1967, joined Millicom in January 2022 as Executive Vice President, Incoming Chief Financial Officer. Prior to joining Millicom, he was the Chief Financial Officer at Frontier Communications, one of the largest fixed-line communication providers in the United States, 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 plc, including head of corporate
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development, where he led the strategic transformation and re-shaping of the company prior to its sale to Liberty Latin America. He also held senior financial leadership roles at CDI Corp. Mr. Bruha started his career at Lehman Brothers and held senior investment banking positions in its New York and London offices, focusing on the telecommunications industry. He has a a Bachelor of Science (Honors) degree in Business Administration from Washington University.
Ms. Susy Bobenrieth, Executive Vice President, Chief Human Resources Officer. Ms. Susy Bobenrieth, a global Human Resource professional, born in 1965, joined Millicom in October 2017 with over 25 years of experience in major multi-national companies that include Nike Inc., American President Lines and IBM. As an ex-Nike Executive, she has extensive international knowledge and proven results in leading large scale organizational transformations, driving talent management agenda and leading teams. She is passionate about building great businesses and winning with high performing teams. Ms. Bobenrieth has deep international experience having lived and worked in Mexico, USA, Brazil, Netherlands, and Spain. She received a degree from the University of Maryland, University College in 1989.
Mr. Salvador Escalón, Executive Vice President, Chief Legal and Compliance Officer. Mr. Salvador Escalón, born in 1975, was appointed as Millicom’s General Counsel in March 2013, became Executive Vice President in July 2015, and became Chief Legal and Compliance Officer in 2020. Mr. Escalón leads Millicom’s Legal, Ethics and Compliance team and advises the Board of Directors and senior management on legal, compliance, and governance matters. He joined Millicom as Associate General Counsel Latin America in April 2010. From January 2006 to March 2010, Mr. Escalón was Senior Counsel at Chevron Corporation, with responsibility for legal matters relating to Chevron’s downstream operations in Latin America. Previously, he was in private practice at the law firms Skadden, Morgan Lewis and Akerman. Mr. Escalón has a J.D. from Columbia Law School and a B.B.A. in Finance and International Business from Florida International University.
Mr. Esteban Iriarte, Executive Vice President, Chief Operating Officer, Latin America. Mr. Esteban Iriarte, born in 1972, was appointed as Executive Vice President, Chief Operating Officer (COO), Latin America in August 2016. Previously, Mr. Iriarte was General Manager of Millicom’s Colombian businesses where, in 2014, he led the merger and integration of Tigo and the fixed-line company UNE. Prior to leading Tigo Colombia, Mr. Iriarte was head of Millicom’s regional Home and B2B divisions. From 2009 to 2011, he was CEO of Amnet, a leading service provider in Central America for broadband, cable TV, fixed line and data services that was bought by Millicom in 2008. In 2016 Mr. Iriarte joined the board of Sura Asset Management. Sura is one of Latin America’s biggest financial groups. Mr. Iriarte received a degree in Business Administration from the Pontificia Universidad CatolicaCatólica Argentina “Santa MariaMaría de los Buenos Aires”,Aires," and an MBAM.B.A. from the Universidad Austral in Buenos Aires.
Mr. Karim Lesina, Executive Vice President, Chief External Affairs Officer. Mr. Karim Lesina, born in 1975, joined Millicom in November 2020. Before joining Millicom, between 2007 and 2020, Mr. Lesina held among others the position of Senior Vice President, International External and Regulatory Affairs at AT&T, directing 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 DirecTV. Prior to his term at AT&T, from 2005 to 2007, Mr. Lesina worked in the corporate affairs team at Intel as the Government Affairs Manager for Europe, Africa and the Middle East. Mr. Lesina began his career at multinational public relations and communications firms. Born in Dakar (Senegal) Mr. Lesina is an Italian-Tunisian national and has a master’s degree in Economics of Development from the Catholic University of Louvain-la-Neuve.
Mr. Xavier Rocoplan, Executive Vice President, Chief Technology and Information Officer. Mr. Xavier Rocoplan, born in 1974, started working with Millicom in 2000 and joined the Executive CommitteeTeam as Chief Technology and IT Officer in December 2012. Mr. Rocoplan is currently heading all mobile and fixed network and IT activities across the Group as well as all Procurement & Supply Chain. Mr. Rocoplan first joined Millicom in 2000 as CTO in Vietnam and subsequently for South East Asia. In 2004, he was appointed CEO of Millicom’s subsidiary in Pakistan (Paktel), a role he held until mid-2007. During this time, Mr. Rocoplan launched Paktel’s GSM operation and led the process that was concluded with the disposal of the business in 2007. He was then appointed as head of Corporate Business Development, where he managed the disposal of various Millicom operations (e.g. Asia), the monetization of Millicom infrastructure assets (towers) as well as numerous spectrum acquisitions and license renewal processes in Africa and in Latin America. Mr. Rocoplan holds Mastersmaster's degrees in engineering from Ecole Nationale Supérieure des Télécommunications de Paris and in economics from Université Paris IX Dauphine.
Ms. Rachel Samrén, Executive Vice President, Chief External Affairs Officer. Ms. Rachel Samrén, born in 1974, joined Millicom in July 2014 and manages the Group’s Government Relations, Regulatory Affairs, Corporate Communications, Corporate Responsibility, and Security & Crisis Management functions. Her focus is on driving Millicom’s global engagement with particular responsibility for special situation strategies. Ms. Samrén’s background is in the risk management consulting sector, most recently as Head of Business Intelligence at The Risk Advisory Group plc. Previously, she worked for Citigroup as well as non-governmental and governmental organizations. Ms. Samrén currently serves on the Board of MIC Tanzania Limited. She holds a BSc in International Relations from the London School of Economics and an MLitt in International Security Studies from the University of St Andrews.
Mr. Salvador Escalón, Executive Vice President, General Counsel. Mr. Salvador Escalón, born in 1975, was appointed as Millicom’s General Counsel in March 2013 and became Executive Vice President in July 2015. Mr. Escalón leads Millicom’s legal team and advises the Board of Directors and senior management on legal and governance matters. He joined Millicom as Associate General Counsel Latin America in April 2010. In this role, he successfully led legal negotiations for the merger of Millicom’s Colombian operations with UNE-EPM Telecomunicaciones S.A., as well as the acquisition of Cablevision Paraguay. From January 2006 to March 2010, Mr. Escalón was Senior Counsel at Chevron Corporation, with responsibility for legal matters relating to Chevron’s downstream operations in Latin America. Previously, he was in private practice at the law firms Skadden, Morgan Lewis and Akerman Senterfitt. Mr. Escalón has a J.D. from Columbia Law School and a B.B.A. in Finance and International Business from Florida International University.
Ms. Susy Bobenrieth, Executive Vice President, Chief Human Resources Officer. Ms. Susy Bobenrieth, a global Human Resource professional, born in 1965, joined Millicom in October 2017 with over 25 years of experience in major multi-national companies that include Nike Inc., American President Lines and IBM. As an ex-Nike Executive, she has extensive international knowledge and proven results in leading large scale organizational transformations, driving talent management agenda and leading teams. She is passionate about building great businesses and winning with high performing teams. Ms. Bobenrieth has deep international experience having lived and worked in Mexico, USA, Brazil, Netherlands, and Spain. She received a degree from the University of Maryland, University College in 1989.
Mr. HL Rogers, Executive Vice President, Chief Ethics and Compliance Officer (until January 1, 2020). Mr. HL Rogers, born in 1977, joined Millicom in August 2016 as Chief Ethics and Compliance Officer. As the leader of Millicom’s Compliance function he is committed to maintaining a world-class compliance program. Previously, he was partner in the Washington DC office of international law firm Sidney Austin LLP where he represented individual, corporate and government clients in compliance issues and complex litigation. Throughout this period, Mr. Rogers

developed a wealth of experience in setting up and managing compliance programs, strengthening compliance policies and procedures, as well as conducting training and development. He has also assisted many large corporations in negotiations with authorities in multiple jurisdictions. Mr. Rogers clerked for Judge Thomas Griffith of the United States Court of Appeals for the District of Columbia Circuit in 2005. He received his J.D. from Harvard Law School in 2004 and has published several articles on compliance and ethics matters within the corporate setting. In 2001, HL received his BA degree in English from Brigham Young University. HL Rogers resigned from Millicom on January 1, 2020.

B.    Compensation
For the financial year ended December 31, 2019,2021, the total compensation paid to MIC S.A.’s directors was $1.9$1.6 million and to executive managementthe CEO and CFO the total cash compensation plus benefits (excluding pension) was $12.2$5.2 million. The total amounts set aside or accrued by Millicom to provide pension, retirement or similar benefits for the directors, CEO and executive managementCFO was $1.2$0.4 million.
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The Company provides information on the individual compensation of its directors and certain members of its executive management in its annual report filed with the Registre de Commerce et des Sociétés (Luxembourg Trade and Companies Register), the Société de la Bourse de Luxembourg S.A. (Luxembourg Stock Exchange) and the Commission de Surveillance du Secteur Financier (CSSF). As that annual report is made publicly available, the relevant individual compensation information it contains for directors and executive management is included below.
Remuneration of Directors
The remuneration of the non-executive members of the Board of Directors comprises an annual fee and shares of MIC S.A. common stock. Director remuneration is proposed by the Nomination Committee and approved by the shareholders at the Annual General MeetingAGM or other shareholders’ meetings. Director remuneration for the year ended December 31, 2019 is set forth in the following table.
Board and committeesRemuneration 2019 (1)
(USD '000)
Directors
Mr. José Antonio Ríos García366
Ms. Pernille Erenbjerg350
Mr. Odilon Almeida173
Ms. Janet Davidson186
Mr. Tomas Eliasson211
Ms. Mercedes Johnson173
Mr. Lars-Åke Norling206
Mr. James Thompson242
Former Directors (until January 2019):
Mr. Tom Boardman
Mr. Anders Jensen
Former Directors (until May 2019):
Mr. Roger Solé Rafols16
Total (US$ ‘000)1,923
(1)Remuneration covers the period from January 7, 2019 to the date of the AGM in May 2020 as resolved at the shareholder meetings on January 7, 2019 and May 2, 2019 respectively. Share based compensation for the period from January 7, 2019 to May 2, 2019 based on the market value of Millicom shares on January 9, 2019 (in total 2,876 shares) and for the period from

May 2, 2019 to May 2020 based on the market value of Millicom shares on May 6, 2019 (in total 16,607 shares). Net remuneration for the period from May 2, 2019 to May 2020 comprised 73% in shares and 27% in cash.
At the AGM held on May 2, 2019,4, 2021, MIC S.A.’s shareholders approved the compensation for the eight non-executive directors expected to serve from that date until the 20202022 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. common stock. Such shares are provided from the Company’s treasury shares or alternatively issued within MIC S.A.’s authorized share capital exclusively in exchange for the allocation from the premium reserve (i.e., for nil consideration from the relevant directors), in each case divided by the MIC S.A.average Millicom closing share closing price on the Nasdaq Stock Market on May 6, 2019,in the US for the three-month period ending April 30, 2021, or US$57.2038.41 per share, provided that shares shall not be issued below the par value.
In respect of directors who do not serve an entire term from the 20192020 AGM until the 20202021 AGM, the fee-based and the share-based compensation is pro-rated pro rata temporis.
Director remuneration for the year ended December 31, 2021 is set forth in the following table.
Board and committeesRemuneration 2021 (1)
(USD '000)
Non-Executive Directors
Mr. José Antonio Ríos García300 
Ms. Pernille Erenbjerg250 
Mr. Odilon Almeida175 
Mr. Bruce Churchill173 
Ms. Sonia Dulá185 
Mr. Lars-Johan Jarnheimer163 
Ms. Mercedes Johnson208 
Mr. James Thompson185 
Total1,638 
(1)    Remuneration covers the period from May 4, 2021 to the date of the AGM in May 2022 as resolved at the shareholder meeting on May 4, 2021. Share-based compensation for the period from May 4, 2021 to May 2022 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, 2021 and represented a total of 24,737 shares. Total remuneration for the period from May 4, 2021 to May 2022 after deduction of applicable withholding tax at source comprised 73% in shares and 27% in cash.

Remuneration of Executive Management
The1.Compensation Committee’s Report
This 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 executiveDirectors, as well as compensation of global senior management for the current and prior financial reporting years.
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1.1 Role of MIC S.A. comprises an annual base salary, an annual bonus, share basedthe Compensation Committee

The Compensation 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 Committee makes recommendations to the Board regarding the compensation social security contributions, pension contributionsof the CEO and other benefits. Bonushis direct reports; approves all equity plans and share based compensation plans are based on actualgrants; and future performance. See “—Share Incentive Plans.” Share based compensationmanages Executive Team succession planning. Final approval of the CEO remuneration requires Board approval.

The evaluation of the CEO is granted once a yearconducted by the Compensation CommitteeCommittee. The evaluation criteria and the results of the Board.
Ifevaluation are then discussed by the employment of MIC S.A.’s senior executives is terminated, other than for cause, severance of up to 12 months’ salary is potentially payable,Chairman with the amount of severance calculated based on whichever isentire Board. In 2021, the greaterBoard concluded that the CEO provided exceptional leadership in helping the Company take advantage of the seniority severance calculationrecovery market opportunity and exceeding all financial and operational targets for the terminated executive oryear. In evaluating his performance, the notice period providedBoard took into account the manner in which he rapidly refocused the terminated executive’s employment contract, if applicable.
business from revenue growth to protecting customers, employees and cash flow. Together with meeting the financial targets discussed below, the CEO received $2,164,230 in cash and $2,164,230 granted in deferred shares that vest over three years for the Company's 2021 performance. The annual base salary and other benefitsChairman of the Chief Executive Officer (“CEO”)Board conveyed the results of the review and evaluation to the Executive Vice Presidents (“EVPs”) (collectively, the “Executive Team”) are proposed by the Compensation Committee andCEO. The Senior Management Remuneration Policy was approved by the Board.shareholders at the AGM in May 2021, and will be presented for approval at the AGM to be held in May 2022.

1.2 Compensation Committee Charter

The remuneration charge forGroup’s Compensation Committee Charter can be found on our website under the Executive TeamBoard Committees section and covers overall purpose/objectives, committee membership, committee authority, and responsibility, and the share ownershipcommittee’s performance evaluation.

1.3 Compensation Committee Membership and unvested share awards beneficially granted toAttendance 2021

CommitteePositionFirst AppointmentMeeting Attendance%
Ms. Pernille ErenbjergChairmanJanuary-195 of 5100
Mr. Lars-Johan JarnheimerMemberMay-213 of 3100
Mr. James ThompsonMemberJanuary-195 of 5100
Attendance13 of 13100
Mr. Lars-Åke NorlingFormer MemberMay-192 of 2100
Overall Attendance15 of 15100
In addition, the Executive TeamChairman of the Board, Mr. José Antonio Ríos García, attended all of the regularly scheduled meetings of the Compensation Committee.

1.4 Areas Covered in 2021

The Compensation Committee met five times in 2021 and was primarily focused on reward and management motivation and retention in the year ended December 31, 2019 are set forth inface of the following tables.unprecedented operating environment.

TopicCommentary
Bonus (STI) and performance reportsReviewed and approved the Global Senior Management Team's 2020 performance reports and individual Executive Team payouts for STI/LTI (cash /equity).
Reviewed and approved 2021 short-term variable compensation targets.
Compensation reviewApproved all payments for Executive Team members.
Reviewed executive remuneration and governance trends and developments.
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Remuneration charge for the Executive Team for 2019 CEO CFO Executive Team(8)
    (US$ ‘000)  
Base salary 1,167
 654
 3,498
Bonus 1,428
 626
 2,098
Pension 279
 98
 798
Other benefits 50
 260
 1,521
Termination benefits 
 
 863
Total before share based compensation 2,924
 1,639
 8,779
Share based compensation(i)(ii) in respect of 2019 LTIP 5,625
 1,576
 5,965
Total 8,549
 3,215
 14,743


Reviewed and approved the peer group for the Executive Team benchmarking.
Approved changes to CEO and Executive Team compensation elements based on market competitiveness.
Share-based incentive plansApproved the 2018 LTI (PSP) vesting.
Reviewed and approved all equity grants.
Reviewed and approved the 2021 share units plan (DSP and PSP) rules.
Reviewed and approved the 2021 long-term variable compensation targets.
Approved the one-off Market Stock Units (MSU) long-term incentive plan for a selected group of employees.
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 (2019, 2020 and 2021).
Reviewed equity plans participant turnover.
Global reward strategy and executive remuneration reviewReviewed remuneration/C&B philosophy and strategy.
Variable pay designDiscussed and approved STI and LTI design for 2022.
Reviewed and approved STI and LTI performance measures for 2022.
OtherReviewed and approved exceptional items, new hire equity grants, etc.
Reviewed Executive Team’s severance payouts in a change of control.
Reviewed and discussed results of 2022 "Say on Pay."
Reviewed changes to the Swedish Corporate Governance Code.
(1)Compensation Committee governanceSee “—Share Incentive Plans.”
Reviewed and approved the Compensation Committee annual meeting cycle and calendar.
(2)Share awards of 102,122 and 135,480 were granted in 2019 underReviewed the 2019 SIPs (as defined below) to the CEO and Executive Team (2018: 80,264 and 112,472) respectively.
Compensation Committee Charter.
(3)Including 8 EVPs, and excluding the CEO and CFO.

Compensation of the Executive Team 2019CEOCFOExecutives (8 members)
Equity Compensation (number of shares)   
Performance share plan(i)40,565
20,030
55,756
Deferred share plan(ii) (for 2019 performance)31,126
13,657
41,285
Total shares (number)71,691
33,687
97,041
Value of shares(iii) ($ ’000)3,383
1,592
4,582

(i) Vesting amounts relating to the 2017 performance share plan based on the estimated performance over the three year period. The value of shares is based on the closing market value of Millicom shares at December 31, 2019 of $48.23. These shares will vest on March 2020. Final performance metrics will be approved by the Remuneration Committee in March 2020.

(ii) Amounts to be granted relating to the 2020 deferred share plan (awarded in 2020 based on 2019 results). The value of shares is based on the average Q4 2019 closing market value of Millicom shares of $45.86. These shares will vest over three years from the award date with a vesting schedule 30%/30%/40%, dependent on continued service of the employee.
(iii) The value is calculated on the basis described above which differs from the value calculated for the IFRS financial statements.


Share ownership and unvested share awards granted from Company equity plans to the Executive Team CEO Executive Team(1) Total
  (number of shares)
Share ownership (vested from equity plans and otherwise acquired) 190,577
 136,306
 326,883
Share awards not vested 236,211
 334,193
 570,404
Updated Executive Compensation dashboard.
Reviewed and approved the use of an external compensation consultant.
(1)Including the CFO, 8 EVPs, and excluding the CEO.


Details2. Our Compensation Philosophy and Core Principles

The philosophy, guidelines, objectives, and policy applicable to remuneration of Share Purchase and Sale Activity

During 2019, Millicom’s CEO, Mr. Mauricio Ramos, acquired 45,000 Millicom shares.

Shareholding Requirements

Millicom’s share ownership policy sets out the Compensation Committee’s requirements on Global Senior Managers
to retain and hold a personal holding of common shares in the Company in order to align their interests with those of our shareholders. All Share Plan participants in the Global Senior Management Team (including all Executives) are required to own Millicom shares to a value of a percentage of their respective base salary as of January of the calendar year.

Unless this requirement is met each year, no vested Millicom shares can be sold by the individual.2019
Global Senior Management Level%
CEO400
CFO200
EVPs100
General managers and VPs50
Unless this requirement is met each year, no vested Millicom shares can be soldwere approved by the individual.



LTIPEligibilityParticipants
Maximum shares
awarded
for 2019

Basis for
calculating award
Comment
2020 Deferred Share Plan (DSP)CEO, CFO, other executives and other global senior management245377,57820-100% of base salary 
2019 Performance Share Plan (PSP)CEO, CFO, other executives and other global senior management44257,601400%**CEO
175%**CFO
(50%-160%)**Global senior management team
* A limited numbershareholders (item 22) of high-potential employees and employees in key roles can be nominated by exception.
** Of base salary as per 01.01.2019

Compensation Guidelines
At the AGM held on May 2, 2019, MIC S.A.’s shareholders approved4, 2021.

2.1 Core Principles
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The Compensation Committee worked using the following guidelinesobjectives for the Global Senior Management Team's compensation.

What we strive forWhat it means
Competitive and fairLevels of pay and benefits to attract and retain the right people.
Drive the right behaviorsReward policy and practices that drive behaviors supporting our Company strategy and business objectives.
Shareholder alignmentVariable 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 performanceTotal 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.
TransparencyMillicom is committed to expanding external transparency, including disclosure around pay for performance, links to value creation etc. We are also investing in 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 remunerationCompensation 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 talentVariable 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:

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What we doWhat we don't do
Align pay and performance.Create special executive prerequisites.
Designate a substantial majority of executive pay as at risk, based on a mix of absolute and relative financial and share price performance metrics.Hedge Company stock by executives.
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 performance.
Maintain robust share ownership guidelines for our top 50 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 2021 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

Pay elementPurposeMaximum opportunity
Purpose and link to strategyDesigned to be market competitive to attract and retain talentNo 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 executionPaid monthly in cash in U.S. dollars or the home currency of the executiveThe Compensation Committee aims to set salaries for the Executive Team at the median of the peer group.
Reviewed by the Compensation Committee every March
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STI
Pay elementPurposePayout opportunity
Purpose and link to strategyThe 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 and 107% for OFCFaL
The STI aligns with shareholders’ interests through the provision of 50% 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 – 200%
CFO – 150%
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 – 400%
CFO – 300%
The financial and operational targets are;
Service revenue
20%
EBITDA
20%
Operating free cash flow after leases (OFCFaL)
20%
Transactional Net Promoter Score (tNPS)
2021 GATEWAY: All Operations to have implemented a robust and stable Relational NPS measurement platform by year end (in addition to the achievement of tNPS targets). At individual level (Operations) if gateway is not reached there will be no payout on the NPS component, regardless of tNPS achievement. For Corporate if any one of the Operations fails to meet the gateway, there will be no payout on the NPS component,
10%
Personal performance
30%
BenchmarkingOur STI is a key component of the Millicom Group culture. We benchmark to peer companies within the U.S. and Latin AmericaEach year the Compensation 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 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 payout of 100% up to a maximum value of 200% for a target achievement of 120% or higher.

For the 2021 LTI, we granted 35% of the respective amount for each eligible employee as time vested RSUs. Because of their lower volatility, RSUs help strengthen the retention component in the LTI plan, and cushion exogenous impacts such as the COVID pandemic.
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 the 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
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Operational executionThe 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 (including the RSU element) for:
CEO - 480%
CFO - 175%
LTI payouts are typically in share units and based on company three-year cash flow and revenue targets approved by the Compensation Committee and the Board, in addition to shareholder return.
Performance share units plan (PSP) and RSU component
The maximum achievement (including the RSU element) for:
CEO – 792%
CFO – 288%

The PSP component is comprised of:

Service revenue: 15%
OFCFaL (operating free cash flow): 30%*
Relative TSR: 20%
Time Vested RSUs: 35%

The PSP and RSU 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) and include a portion of the grant as RSUs following U.S. market practice. These will also vest at the end of the corresponding three-year period.
Market Stock Units (MSU) is a special one time stock-based performance plan to be settled in cash. The plan offers pro-rata vesting in two tranches (50% in June 2022 and 50% in June 2023), payable one year after vesting subject to continuous employment. The number of MSUs is determined on the basis of a share price at inception of $43.09 for Tranche 2022 (10%) and $47.00 for Tranche 2023 (20%). The awards are payable only after an additional 12-month employment period post vesting.
At the vesting date, the value of the MSU is determined by the 30-trading day average share price ending on June 30, 2022 for Tranche 2022, and the 30-trading day average share price ending on June 30, 2023 for Tranche 2023. For each tranche, the payment is made in cash 12 months after the respective dates, subject to continuous employment. For every participant, payment is capped at 150% of their Target MSU Award Value set up for each tranche.

Participants of the MSU plan were required to forfeit their awards under LTI 2019 and LTI 2020 in respect of the financial targets (service revenue growth and operating cash flow), provided that the TSR component continues to be active for these schemes.
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BenchmarkingOur LTI is a key component of the Millicom Group culture.Each year the Compensation Committee determines the annual LTI opportunity for the Executive Team.
For executives we benchmark to peer companies within the U.S.

tigo-20211231_g3.jpg


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

2.3 Other Employment Terms and Conditions

Notice of termination: If the employment termsof 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

Millicom's clawback policy requires its Board of Directors’ Compensation Committee to seek recovery of incentive compensation awarded or paid to those officers covered under the policy, in the event the committee finds the restatement of Millicom’s audited and published financial statements results in compensation in excess of what would have been paid based on the restated operating and financial performance.

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. Key Developments for 2021

During 2021, we were attentive to the ongoing impact of the COVID-19 pandemic and continued focusing on protecting the health of employees, customers and partners. We worked on several health and safety initiatives including providing vaccinations to our employees; structuring return-to-office schemes that prioritize health and safety (such as hybrid approaches); delaying office re-openings where vaccines were not widely available; and other cautionary measures.

As mentioned in the previous Annual Report, the committee did not change any of the performance measures or targets for any of the in-flight incentive plans, STI or LTI.

For the 2021 STI / LTI plans, we established targets from the beginning of the year, although forecasting due to the pandemic was still challenging, and did not make any adjustments during the year.

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The committee geared the design of those plans to motivate our management teams in the hardest hit countries to seize such opportunities and kick back into growth by incentivizing our employees to strive for excellence. This design has been quite successful, as it has helped substantially improve our financial KPIs.

Since the start of the COVID-19 pandemic, we have not implemented any restructuring programs, and we chose not to furlough or implement redundancies, helping us retain approximately 93% of key talent during this period.


3.1 Key Elements of 2021 CEO and CFO Pay

In 2021, the key elements of the CEO and CFO compensation, in line with the remuneration policy, were as follows:

Salary (USD) *Short-Term IncentiveLong-Term IncentivePensionBenefitsMSU Plan
Mauricio Ramos (CEO)$1,189,187200% of Base Salary delivered:50% in Cash BonusPSP award of 480% of salary with 3-year cliff vesting (35% delivered in time vested shares and the remaining portion based on performance shares)15% of salaryPrivate healthcareEach of the two tranches have a target payment opportunity of USD 4 Million
50% in Share Units over 3 years vesting 30%/30%/40%Life insurance
Performance Measures:60% FinancialCar Allowance
10% Customer
30% Personal
Tim Pennington (CFO)**$709,949150% of Base Salary delivered:50% in Cash BonusPSP award of 175% of salary with 3-year cliff vesting (35% delivered in time vested shares and the remaining portion based on performance shares)15% of salaryPrivate healthcareEach of the two trances have a target payment opportunity of USD 800K
50% in Share Units over 3 years vesting 30%/30%/40%Life insurance
Performance Measures:60% FinancialCar Allowance
10% Customer
30% Personal
*CEO / CFO Salary as of December 31, 2021
**CFO Compensation paid in Pounds GBP and for purposes of this report converted to USD using December Closing Forex (0.7392 GBP/USD)



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3.2 Summary of Total CEO/CFO Compensation

The compensation for the senior managementCEO and CFO is summarized in the table below:


Mauricio Ramos (CEO)Tim Pennington (CFO)*
In USD2021202020212020
Base Salary1,185,140 1,173,000 707,532 669,757 
Fringe Benefits**87,551 82,225 46,362 37,600 
Pension Expense284,243 284,520 106,130 100,464 
Total Fixed1,556,934 1,539,745 860,024 807,821 
Annual Bonus***2,164,320 1,301,131 969,079 508,896 
Deferred Share Units***2,164,320 1,301,131 969,079 508,896 
LTIP****5,630,400 5,630,400 1,237,889 1,200,964 
Total Annual Variable9,959,040 8,232,662 3,176,047 2,218,756 
Annual Compensation11,515,974 9,772,407 4,036,071 3,026,577 
MSU Plan*****8,000,000 — 1,600,000 — 
Total 2021 Compensation19,515,974 9,772,407 5,636,071 3,026,577 
% Annual Fixed13.52%15.76%21.31%26.69%
% Annual Variable86.48%84.24%78.69%73.31%
*CFO compensation is paid in GBP and for the purposes of this report converted to USD using December Closing Forex for each period.
**Fringe Benefits include car allowance, life and disability insurance medical and dental Insurance.
***The sum of the annual bonus and deferred share units is the total for the short-term incentive award for the performance period. 2021 STI is to be paid and granted in Q1 2022.
****LTIP is performance share units granted in 2021. Calculated based on the average Millicom closing share price on the Nasdaq in the US for the three-month period upending December 31, 2021.
*****MSU plan: Our stock-based MSU performance plan is settled in cash. Pro-rata vesting occurs in two tranches (50% in June 2022, and 50% in June 2023), payable one year after vesting subject to continuous employment. The number of MSUs is determined on the basis of a share price at inception of $43.09 for Tranche 2022 (10%) and $47.00 for Tranche 2023 (20%). The awards are payable only after an additional 12-month employment period post vesting.


Excluding the MSU, the CEO's reported pay increased from $9.8 million to $11.5 million, a 17.3% increase that reflected the significantly improved financial performance compared to the more depressed 2020. The MSU was added as an additional incentive to improve the share prices over two years. At target, the scheme could pay the CEO $8 million, for achieving a share price of $43.09 by July 2022 and $47.00 by July 2023. The mark to market total value of the MSU for the CEO is approximately $3 million based on 2021 closing share price. The MSU is settled in cash.

Realized Pay Supplemental Table:


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Mauricio Ramos (CEO)
In USD20212020
Base Salary1,185,1401,173,000
Car Allowance15,00015,000
Pension Expense284,243284,520
Total Fixed1,484,3831,472,520
Annual Bonus Paid*1,301,1311,427,497
Deferred Share Units Vested**930,836932,141
LTIP Vested***1,457,9881,553,984
Total Variable Paid3,689,9553,913,622
Total Realized Paid5,174,3395,386,143
% Fixed28.69%27.33%
% Variable71.31%72.66%
*Annual bonus paid is the cash portion for the short-term incentive award for the performance period in that calendar year (the 2021 column displays the amount paid in Q1 2021 from 2020 AGM.performance).
**Deferred share units vested are the shares vested from the pro-rata vesting of the three years prior (the 2021 column displays the amount vested in Q1 2021: 30% from 2020 grant, 30% from 2019 grant and 40% from 2018 grant.
***LTIP vested are the shares vested from the cliff vesting of the LTI granted three years prior (the 2021 column, displays the amount vested in Q1 2021 from 2018 grant.

The objectivestotal short-term award for the CEO, CFO and other senior leadership team is split 50% in cash and 50% in share units deferred over a three-year period (DSP). 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 compensation as shown in the guidelines are:previous table may differ significantly relative to the actual realized compensation in any given year. The table below compares CEO total compensation to his actual realized compensation in the last three years.

2021 CEO Compensation

tigo-20211231_g4.jpg

3.3 Performance on STI 2021

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 Net Promoter Score achievement. For this year's plan, we started to migrate from a transactional NPS to a relational NPS metric. Thus, we included a gateway decision to ensure that MIC S.A. can attract, motivate and retain senior management, withinpayment on the context of MIC S.A.’s international talent pool, which is mainly composed of telecommunications companiestransactional NPS component only takes place if the preparedness for the EVPs and above, and Mercer and Towers Watson local surveys.
to create incentives for senior management to execute strategic plans and deliver excellent operating results, with an emphasis on rewarding growth;relational NPS was reached before year's end. The use and
to align
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relative weighting of financial performance target measures under the incentivesvariable compensation rules are equal for all employees regardless of seniority or area of operation. This includes the CEO and the senior management withleadership team.


tigo-20211231_g5.gif
For the interestsCEO and senior leadership team, a portion of shareholders, including requiring substantial share ownership by all senior management.
Compensation shall be based on conditions that are market competitivethe STI is paid in the United States and Europe and shall consistform of deferred share units with a fixed salary and variable compensation, including the possibility of participation in the equity-based long-term incentive programs and pension schemes. These components shall create a well-balanced compensation reflecting individualthree-year pro-rated vesting, strengthening our pay for performance and responsibility, both short-termretention incentives.

For the CEO and long-term, as well as MIC S.A.’s overall performance.
Base Salary
Senior management base salary shall be competitive and based on individual responsibilities and performance.
Variable Remuneration
The senior management may receive variable remuneration in addition to base salary. The variable remuneration consistsother eligible DSP participants, the issuance of (a) a Short-term Incentive Plan (“STI”) and (b) a Long-term Incentive Plan (“LTI”).
The amounts and percentages for variable remuneration are based on pre-established goals and targets relating to the performance of both MIC S.A. and individual employees and are intended to be competitive as part of a total compensation package.
Short-Term Incentive Plan
The STI consists of two components: a cash bonus and a restricted deferred component: Deferred Share Plan ("DSP") or Deferred Cash Plan ("DCP") for Guatemala and Honduras joint ventures.
Eligibility for participation inshare units under the DSP or DCP is limitedsubject to membersshareholder approval at Millicom’s AGM of MIC S.A.’s Global Senior Management, which comprises the CEO, the EVPs, Corporate Vice Presidents (“VPs”), Corporate Directors, Country General Managers

(“GM”), and Country-based Directors reporting directly to Country General Managers. Additionally, employees designated as being “key talents” or having “critical skills” may be nominated to participate in the DSP or DCP. During 2019,276 individuals were included in this group. Other employees participate in the STI and receive a cash bonus, but do not participate in the DSP or DCP.
The DSP is presented for approval each year at MIC S.A.’s AGM. To the extent that the AGM approves the DSP and thereby the granting of share awards under it to those participating in the DSP, the STI payout is delivered 50% through the cash bonus and 50% through the DSP.shareholders. For those employees not participating in the DSP, or to the extent that the DSP is not approved by the AGM, the STI (including the portion that would have been provided as shares under the DSP) will be implemented as a cash-only bonus program.
Calculation Formula
The actual amount of compensation underUnder the 2021 STI, is based on the following formula:
Employee’s base salary X a pre-determined % of base salary X plan performance.
The plan performance is determined as a percentage achievement of financial, non-financial and personal performance measures, applied to a payout scale (with a performance level minimum). All measures2022 DSP share units are based on current financial year goals.
The 2020 DSP plan (grantedgranted in Q1 2020 based on 2019 results), MIC S.A. includes performance measures of service revenue, earnings before interest, tax, depreciation2022 and amortization (“EBITDA”), operating free cash flow and net promoter score achievement. Additionally, the payout scale has a zero payout for achievement less than 95%, a 100% payout for 100% achievement and a 200% payout for 110% or more achievement. Finally, the 2020 DSP share awards will vest (generally subject to the participant still being employed by MIC S.A.)the Millicom group) 30% in Q1 2021,2023, 30% in Q1 20222024 and 40% in Q1 2023.
Long-Term Incentive Plan
Eligibility for participation in the LTI2025. The vesting schedule is limited to members of MIC S.A.’s Global Executive Management, which is defined by MIC S.A.’s internal role grading structure and consists of the CEO, EVPs, VPs and GMs. During 2019, 46 individuals were included in this group, including certain employees of the Guatemala and Honduras joint ventures.
The 2020 LTI is a Performance Share Plan (“PSP”) or Performance Cash Plan ("PCP") for Guatemala and Honduras joint ventures. Share awards granted will vest 100% at the end of a three-year period, subject to performance conditions (as further described in “— Share Incentive Plans”).
Other Benefits
Other benefits can include, for example, a car allowance, medical coverage and, in limited cases, while on an expat assignment, housing allowance, school fees, home leave and other travel expenses.
Pension
The Global Senior Management are eligible to participate in a global pension plan, covering also death and disability insurance. The global pension plan is secured through premiums paid to insurance companies.
Notice of Termination and Severance Pay
If the employment of MIC S.A.’s most senior management is terminated, a notice period of up to 12 months potentially applies.
The Compensation Committee regularly reviews best practices in executive compensation and governance and revises our policies and practices when appropriate. For example, in 2019 we revised our change in control agreements for eligible executives to include "double-trigger" provisions, which require an involuntary termination (in addition to change in control) for accelerated vesting of awards.

Deviationsunchanged from the Guidelines2021 DSP.
In special circumstances, the Board of Directors may deviate from the above guidelines, for example additional variable remuneration in the case of exceptional performance.

3.4 Share Incentive Plans
MIC S.A. shares granted to management and key employee compensation includes share based compensation in the form of share incentive plans (“SIPs”). Since 2016, MIC S.A.
Millicom has two types of plans, a PSPDSP (STI) and a DSP. The PSP and DSP under which(LTI). As part of the STI, the senior leadership team receives part of their payout in the form of deferred share awards were grantedunits (DSP). Every year, a group of key employees are selected to receive a grant of deferred share units (DSP). For the LTI, the Global Senior Management Team also participates in 2017 are referred to as the “2017 SIPs.”a performance share plan (PSP). The different plans are further detailed below.

Deferred share plan (issued from 20162015 to 2018)

For thethis deferred awards plan, participants are granted sharesshare units based on past performance, with 16.5% of the sharesshare units vesting on January 1 of each of year one and two, and the remaining 67% on January 1 of year three. Vesting is conditional upon the participant remaining employed with MIC S.A. at each vesting date. Grants were made under the deferred awards plans in 2015, 2016, 2017 and 2018 based, respectively, on financial results for the years ended December 31, 2014, 2015, 2016 and 2017.

Deferred share plan (issued from 2019 to 2020)2022)
At the 2018 AGM, guidelines concerning the new 2019 DSP were approved, though the DSP was not presented for approval until the 2019 AGM. See “—Compensation Guidelines—Variable Remuneration.” Grants were made under the new DSP in 2019
For this deferred awards plan, participants are granted share units based on financial results for the year ended December 31, 2018,past performance, with 30% of the sharesshare units vesting on January 1st1 of each of year one and two, and the remaining 40% on January 1st1 of year three. The same conditions will applyVesting is generally conditional upon the participant remaining employed with MIC S.A. at each vesting date. Grants were made under the deferred awards plans in 2019, 2020 and 2021 based, respectively, on financial results for the years ended December 31, 2018, 2019, 2020 DSP whichand 2021.

We expect that grants will be made under the DSP in 2022 based on financial results for the year ended December 31, 2019.2021.
3.4.1 LTI (PSP)
Eligibility for participation in the LTI is limited to members of MIC S.A.’s Global Executive Management Team, which is defined by MIC S.A.’s internal role grading structure and consists of the CEO, EVPs, VPs and GMs. During 2021, 41 individuals were included in this group, including certain employees of the Honduras joint venture and our operations in Guatemala (formerly a joint venture). The 2021 LTI is a Performance share plan (issued in 2016 and 2017)
SharesShare Plan (PSP). Share units granted under this PSPwill vest 100% at the end of thea three-year period, subject to performance conditions, 25% based on positive absolute TSR, 25% based on relative TSR and 50% based on actual comparedconditions.

tigo-20211231_g6.gif

3.4.2 Award LTI 2021
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A new plan was issued in 2021 in accordance with the remuneration policy guidelines designed to budgeted Free Cash Flow. The 2016 Plan vested in March 2019 and the 2017 Plan will vest in March 2020.
Performance share plan (issued from 2018 to 2020)
At the 2018 AGM,drive shareholder value through a new PSP for 2018 was approved. Shares granted in March 2018 under this PSP vest at the end of the three-year period, subject to performance conditions, 50% based on operating free cash flow with a specific three-year CAGR target, 25% basedfocus on service revenue withgrowth, cash flow generation and relative total shareholder return against a specific three-year CAGR target, and 25% based on relative TSR.relevant peer group. The 2018 Plan will vest in March 2021. The same rules apply forPSP 2021 plan was approved by shareholders at the 2019 and 2020 PSP plans, which will vest in March 2022 and March 2023, respectively.2021 AGM:
The plan awards and shares expected to vest under the SIPs that have been approved are as follows:

 2019 plans2018 plans2017 plans2016 plans
 Performance planDeferred planPerformance planDeferred planPerformance planDeferred planPerformance planDeferred plan
   (number of shares)
Initial shares granted257,601
320,840
237,196
262,317
279,807
438,505
200,617
287,316
Additional shares granted(i)
20,131

3,290
2,868
29,406


Revision for forfeitures(17,182)(9,198)(27,494)(26,860)(40,946)(88,437)(49,164)(78,253)
Revision for cancellations

(4,728)




Total before issuances240,419
331,773
204,974
238,747
241,729
379,474
151,453
209,063
Shares issued in 2017




(2,686)(1,214)(1,733)
Shares issued in 2018

(97)(18,747)(2,724)(99,399)(752)(43,579)
Shares issued in 2019(150)(24,294)(3,109)(54,971)(19,143)(82,486)(149,487)(163,751)
Performance conditions









Shares still expected to vest240,269
307,479
201,768
165,029
219,862
194,903


Estimated cost over the vesting period (US$ millions)11
18
12
14
10
20
8
12



(i)MetricAdditional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.WeightingPerformance targetPerformance measure
Service revenue15 %Target growthA specific 3-year Cumulative Growth target
OFCF30 %Target growthA specific 3-year Cumulative Growth target
TSR20 %The Company TSR relative to a peer group between 2021 and 2023At median - target payout; below median - nil; 20% above median - max
Time Vested RSUs35 %

The peer group for the PSP 2021 is: América Móvil, TIM Brazil, TEF Brazil, Entel Chile, Lilac, Telecom Argentina, Grupo Televisa, Megacable.


For the CEO and CFO the award of LTI 2021 is summarized below;

NameType of awardBasis of awardFace value of awardNumber of share units grantedEnd of performance period
Mauricio Ramos
(CEO)
PSU - 3 years480% of salary (35% in time vested shares)$5,630,400 159,941 December 2023
Cliff Vesting
Tim Pennington
(CFO)
PSU - 3 years175% of salary (35% in time vested shares)$1,237,889 35,164 December 2023
Cliff Vesting


3.4.3 MSU Grant 2021

For the CEO and CFO, the 2021 MSU award is summarized below;

NameType of awardBasis of awardFace value of award (USD)End of performance periodPayout date
Mauricio Ramos (CEO)MSU – Tranche 1 payout June 2023Target payout if share price reaches $43.09 by July 2022$ 4,000,000July 2022July 2023
MSU – Tranche 2 payout June 2024Target payout if share price reaches $47.00 by July 2023$ 4,000,000July 2023July 2024
Tim Pennington (CFO)MSU – Tranche 1 payout June 2023Target payout if share price reaches $43.09 by July 2022$ 800,000July 2022July 2023
MSU – Tranche 2 payout June 2024Target payout if share price reaches $47.00 by July 2023$ 800,000July 2023July 2024

As noted above, the Board believed it was necessary to introduce an additional one-off performance vested equity plan to incentivize senior management to improve the share price. The Retention Plan has been awarded to a selected group of executives, including the CEO and CFO. The plan is based on Market Stock Units (MSU) and is a performance-
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based scheme where the outcome is dependent on the share price at the time of vesting. The MSU is settle in cash. We have been able to retain 97% of all executives made eligible under this plan.

4. Remuneration Approach for 2022

For 2022, the Board has proposed continuing with a consistent framework of STI and LTI with a few changes explained below. We have removed the RSU component from the LTI, thus reducing the LTI opportunity for 2022 and made a corresponding increase in the share component of the STI, where the grant amounts are driven by annual performance but still provide a retention element through three-year pro-rata vesting (30%, 30%, 40%).

For the CEO, the at target and maximum remuneration for 2022 is set out below*:

tigo-20211231_g7.jpg
*CEO earning opportunity 2022 target analysis (excludes MSU)
At target, CEO compensation is paid 71% in share units and 84% in variable compensation. At maximum, CEO compensation is paid 78% in share units and 91% in variable compensation.

4.1 Summary of Key Changes for 2022

We made two small changes to the 2022 remuneration plans, with a continued focus on pay for performance and incentivizing the retention of key talent.

For the 2022 STI, we will fully transition our NPS metric, from a transactional focus to a relational approach. We believe this will be a more stringent way to measure our strategic intent to deliver the best customer experience.

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For the LTI 2022, the structure of the award remains consistent with 2021, with only one change. As the business context is stabilizing and per feedback from our key shareholders, we reverted to 100% performance shares for our LTI plan. We made a corresponding increase in the share component of the STI, where the grant amounts are driven by annual performance but still provide a retention element through three-year pro-rata vesting (30%, 30%, 40%).

tigo-20211231_g8.jpg


5. Sundry

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. 2020Share Units Granted in 2021Shares Vested in 2021Forfeited in 2021Outstanding Balance as of Dec. 2021
Mauricio Ramos
(CEO)
Deferred Share Plan2018 DSP20171/1/20181/1/2021$66.11 7,161 — 7,161 — — 
2019 DSP20181/1/20191/1/2022$59.65 17,508 — 7,504 — 10,004 
2020 DSP20191/1/20201/1/2023$45.86 31,126 — 9,338 — 21,788 
2021 DSP20201/1/20211/1/2024$35.20 — 36,963 — — 36,963 
Performance Share Plan2018 PSP2018-20213/1/20183/1/2021$66.11 69,576 — 38,942 30,634 — 
2019 PSP2019-20223/1/20191/1/2022$59.65 77,111 — — 57,833 19,278 
2020 PSP2020-20233/1/20201/1/2023$45.86 122,768 — — 92,076 30,692 
2021 PSP2021-20241/1/20211/1/2024$35.20 — 159,941 — — 159,941 
TOTAL Mauricio Ramos (CEO)325,250 196,904 62,945 180,543 278,666 
Tim Pennington
(CFO)
Deferred Share Plan2018 DSP20171/1/20181/1/2021$66.11 4,711 — 4,711 — — 
2019 DSP20181/1/20191/1/2022$59.65 6,537 — 2,801 — 3,736 
2020 DSP20191/1/20201/1/2023$45.86 13,657 — 4,097 — 9,560 
2021 DSP20201/1/20211/1/2024$35.20 — 14,457 — — 14,457 
Performance Share Plan2018 PSP2018-20213/1/20183/1/2021$66.11 17,890 — 10,013 7,877 — 
2019 PSP2019-20223/1/20191/1/2022$59.65 18,992 — — 14,244 4,748 
2020 PSP2020-20233/1/20201/1/2023$45.86 26,186 — — 19,640 6,546 
2021 PSP2021-20241/1/20211/1/2024$35.20 — 35,164 — — 35,164 
TOTAL Tim Pennington (CFO)87,973 49,621 21,622 41,761 74,211 

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
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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 met
Mauricio Ramos
(CEO)
209,911 68,755 400 %133,285 232,562 Yes
Tim Pennington
(CFO)
46,458 27,753 200 %40,188 70,095 Yes
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 2021, neither the CEO nor the CFO purchased nor sold any Millicom shares.

5.4 Board Compensation

Governance of Director Remuneration

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. In accordance with resolution 17 of the AGM on May 4, 2021, the Nomination Committee of Millicom was instructed to propose Director remuneration for the period from the date of the 2021 AGM to the date of the AGM in 2022.

2021 Director Remuneration

During early 2021, 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 amount of remuneration for each role for the non-executive directors the same as the prior year.

a)Non-Executive Director Remuneration

Remuneration of the non-executive directors comprises an annual fee and shares denominated in U.S. dollars. 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 2021 or 2020 from any other undertakings within the Millicom Group.

b)Executive Director Remuneration

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Executive Directors do not receive any remuneration in their capacity as Directors.

Approval of 2021 Director Remuneration

The Nomination Committee’s proposal for Director remuneration was approved at the AGM on May 4, 2021.
Name of DirectorYear (i)Cash-based fee ($000's)Share-based fee (ii) ($000's)Total ($000's)
Mr. José Antonío Rios García2021100200300
Chair of the Board2020100200300
Ms. Pernille Erenbjerg2021100150250
Deputy Chair of the Board
Chair of the Compensation Committee
2020122.5150272.5
Mr. Odilon Almeida202175100175
Chair of the Compliance and Business Conduct202075100175
Mr. Bruce Churchill A,202172.5100172.5
Ms. Sonia Dulá A, CBE202185100185
Ms. Mercedes Johnson A, CBE2021107.5100207.5
Chair of the Audit Committee202085100185
Mr. Lars-Johan Jarnheimer C202162.5100162.5
Mr. James Thompson A, C202185100185
202085100185
Former Directors
Mr. Tomas Eliasson (until May 2021)202095100195
Mr. Lars-Åke Norling C, CBE (until May 2021)202075100175
Total2021 (iii)687.59501,637.50
2020637.58501,487.00
(i) Remuneration covers the period from May 4, 2021 to the date of the AGM in May 2022 as resolved at the shareholder meeting on May 4, 2021 (2020: for the period from June 25, 2020 to May 4, 2021).
(ii) Share based compensation for the period from May 4, 2021 to May 2022 was based on the average market value of Millicom shares for the three-month period ended April 30, 2021 and represented a total of 24,737 shares (2020: 32,358 shares based on the market value of Millicom shares on July 2, 2020).

A Member of Audit Committee

C Member Compensation Committee

CBE Member Compliance and Business Ethics Committee

(iii) Total remuneration for the period from May 4, 2021 to May 2022 after deduction of applicable withholding tax at source comprised 73% in shares and 27% in cash (2020: 71% in shares and 29% in cash).


5.5 2021 AGM vote

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Votes For%Votes Against%Abstentions%
Director Remuneration47,398,168 97.05 %55,994 0.11 %1,384,841 2.84 %
Senior Management Remuneration Guidelines and Policy38,482,068 78.79 %8,894,385 18.21 %1,462,550 2.99 %

C.    Board Practices
Nomination Committee. MIC SAS.A. has a Nomination Committee which is appointed by the major shareholders of MIC S.A. It is not a committee of the MIC S.A. Board. The Nomination Committee’s role is to propose decisions to the shareholders’ meeting in a manner which promotes the common interests of all shareholders. The Nomination Committee has a term of office commencing at the time of its formation each year and ending when a new Nomination Committee is formed. Nomination Committee proposals to the AGM include:
•    The number of members of the Board of Directors, the candidates to be elected or re-elected as Directors of the Board and Chairman of the Board and their remuneration;
•    Appointment and remuneration of the external auditor;
•    Proposal of the Chairman of the AGM; and
•    The procedure for the appointment of the Nomination CommitteeCommittee.
Under the terms of the Procedure on Appointment of the Nomination Committee and Determination of the Committee, the Nomination Committee consists of at least three members, appointed by the largest shareholders of Millicom who wish to assert the right to appoint a member. In accordance with the resolution of the 20192021 AGM, in consultation with the largest shareholders as of the last business day of May 2019,June 2021, the current Nomination Committee was formed on October 29, 2019.during November 2021. The members of the Nomination Committee are Mr. John Hernander, appointed by Nordea Investment Funds; Mr. Daniel Sievers,Jan Andersson, appointed by Fiduciary Management;Swedbank Roburt; Mr. Peter Guve, appointed by AMF Pensionsförsäkring AB; and Ms. Juanjuan Niska,Mr. Staley Cates appointed by Wellington Management. The membersSoutheastern Asset Management, as well as Mr. José Antonio Ríos García as Chairman of the Board of Millicom. The Nomination Committee appointed Mr. John Hernander as Committee Chairman at their first meeting.
MIC S.A.’s Amended and Restated Articles of Association provide that the Board of Directors must comprise at least six members. The members of the Board of Directors are elected at the AGM which, as required by MIC S.A.’s Amended and Restated Articles of Association and the Luxembourg law of August 10, 1915 on Commercial Companies (as amended), must be held within six months of the end of the fiscal year. At the AGM held on May 2, 2019,4, 2021, the number of MIC S.A.’s directors was set at eightnine and the current directors and the Chairman were elected until the time of the next AGM. The next AGM is scheduled to be held on May 5, 2020.4, 2022.
MIC S.A.’s Board of Directors has developed, and continuously evaluates, work procedures in line with the corporate governance rules of the Swedish Code of Corporate Governance (the “Swedish Code”) applicable to listed companies. MIC S.A. is subject to the Swedish Code as a company with its shares listed on the Nasdaq Stockholm, where they trade in the form of SDRs. From January 9, 2019, MIC S.A. is subject to the listing rules of the Nasdaq Stock Market in the US where its shares are traded.
MIC S.A.’s Board of Directors is responsible for Millicom’s strategy, financial objectives and operating plans and for oversight of governance. The Board of Directors also plans for management succession of the CEO and reviews plans for other senior management positions.
The Board of Directors selects the CEO, who is charged with the daily management of the Company and its business. The CEO is responsible for recruiting, and the Chairman of the Board of Directors is responsible for approving, the senior management of the Company. The Board reviews and approves plans for key senior management positions, and the Board supervises, supports and empowers the Executive Committee and monitors its performance. In addition to corporate law rules applicable in Luxembourg, the Swedish Code sets out that the division of work between the Board and the CEO is primarily set out in “The Rules of Procedure and Instruction to the CEO”.CEO."
The Board conducts an annual performance review process, wherein each Board member’s personal performance is also reviewed. The review process involves an assessment of the Board’s and its committees’ actions and activities during the year against the Board’s mandate as determined in the Board Charter (and those of its various committees). MIC S.A.’s Board of Directors also evaluates the performance of the CEO annually.
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The work conducted by MIC S.A.’s Board of Directors is supported by the following committees:
•    the Audit Committee;
•    the Compensation Committee; and
•    the Compliance and Business Conduct Committee.

The Board and each of its Committees have written approved charters which set out the objectives, limits of authority, organization and roles and responsibilities of the Board and its Committees.
Audit Committee. MIC S.A.’s Board of Directors has delegated to the Audit Committee, as reflected in its charter, the responsibilities for oversight of the robustness, integrity and effectiveness of financial reporting, risk management, internal controls, internal audit, the external audit process, as well as compliance with related laws and regulations. The Audit Committee focuses particularly on compliance with financial requirements, accounting standards and judgments, appointment and independence of the external auditors, transactions with related parties (including major shareholders), the effectiveness of the internal audit function, the Millicom Group’s approach to risk management and ensuring that an efficient and effective system of internal controls is in place. Ultimate responsibility for reviewing and approving MIC S.A.’s Annual Report and Accounts remains with the Board. The members of the Audit Committee are Mr. Eliasson (ChairmanMs. Johnson (Chair and financial expert), Mr. Churchill, Ms. Erenbjerg,Dulá and Mr. Thompson and Ms. Johnson.Thompson.
Compensation Committee. Pursuant to its charter, the Compensation Committee reviews and makes recommendations to the Board of Directors regarding the compensation of the CEO and the other senior managers as well as management succession planning. The evaluation of the CEO is conducted by the Compensation Committee. The evaluation criteria and the results of the evaluation are then discussed by the Compensation Committee Chairman with the entire Board. The members of the Compensation Committee are Ms. Erenbjerg (Chairman)(Chair), Mr. NorlingJarnheimer and Mr. Thompson.
The Board, based on guidelines by the Compensation Committee, proposes the remuneration of senior management. Remuneration of the CEO requires Board approval. The guidelines for remuneration of senior management, including STI and LTI, and the share-based incentive plans for Millicom’s employees are approved by the shareholders at the AGM.
Compliance and Business Conduct Committee. MIC S.A.’s Compliance and Business Conduct Committee oversees and makes recommendations to the Board regarding the Millicom Group’s compliance programs and standards of business conduct.conduct, as well as its information security program. More specifically, the Compliance and Business Conduct Committee:
•    monitors the Millicom Group’s compliance program, including the activities performed by the compliance team and its interaction with the rest of the organization;
•    monitors the results of investigations resulting from cases brought through the Millicom Group’s ethics line or otherwise;
•    oversees allocation of resources and personnel to the compliance area;
•    assesses the Millicom Group’s performance in the compliance area; and
•    ensures that the Millicom Group maintains proper standards of business conduct.conduct;
•    provides oversight and direction on information security risk management, including cybersecurity and related threats;
•    ensures that the Company allocates the proper level of resources to information security and cybersecurity;
monitors results and remediation of findings from audit and assurance activities related to the Company’s information security program; and
ensures that material information security and cybersecurity issues affecting the Company’s internal control environment are communicated to the Audit Committee of the Company.
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The members of the Compliance and Business Conduct Committee are Ms. DavidsonMr. Almeida (Chairman), Mr. AlmeidaMs. Johnson and Mr. Norling.Ms. Dulá.
Code of Conduct. The Millicom Group’s Code of Conduct is adopted and approved by the Board of Directors. All directors, officers and employees must sign a statement acknowledging that they have read, understood and will comply with the Code of Conduct. Furthermore, all of our directors, officers and employees must complete an annual training on the Code of Conduct.
Directors’ 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.
NASDAQNasdaq corporate governance exemptions
As a foreign private issuer incorporated in Luxembourg with its principal listing on the 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 that apply to the constitution of a quorum for any meeting of shareholders, the composition and independence requirements of the Nominations Committee and the Compensation Committee and the requirement to have regularly scheduled meetings at which only independent directors are present. The Nasdaq Stock Market’s rules provide for a quorum of no less than 331/3% of Millicom’s outstanding shares. However, Millicom’s Amended and Restated Articles of Association provide that no quorum is required. The Nasdaq Stock Market’s rules provide for the involvement of independent directors in the selection of director nominees. However, Millicom relies on its home country practices, in lieu of this requirement, which permit its director nominations committee to be comprised of shareholder representatives. See “Item 6. Directors, Senior Management and Employees—C.

Board Practices—Nomination Committee.” The Nasdaq Stock Market’s rules require each Compensation 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 Committee, Millicom will be relying on its home country practices, in lieu of this requirement, which do not require the Compensation Committee to be comprised solely of directors who qualify as independent for such purposes. The Nasdaq Stock Market’s rules require listed companies to have regularly scheduled meetings at which only independent directors are present. However, Millicom follows its home country practices instead, which do not impose such a requirement.

D.    Employees
On average, the Millicom Group had approximately 20,687 employees in 2021, 21,419 employees in 2020 and 22,375 employees in 2019, and 21,403 employees in 2018.2019. Management believes that relations with the employees are good. Some of our employees belong to a union and approximately 26%17% of our employees participated in collective agreements on average during 2019.2021. The temporary employees of the Company corresponded to 6%5% of the average total number of employees in 2019.2021.

E.    Share Ownership
The table below sets forth information regarding the beneficial ownership of our common shares as of January 1, 2020,2022, by our directors and senior management. For purposes of this table, a person is deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person, or group of persons, named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all shares beneficially owned by them. They have the same voting rights as all other holders of common shares.
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ShareholderCommon

Shares
Percentage of Common Shares
Mr. José Antonio Ríos García, Chairman of the Board of Directors5,81418,634 
%
Ms. Pernille Erenbjerg, Deputy ChairmanChair    3,32012,936 
%
Mr. Odilon Almeida, Director5,08611,497 
%
Mr. Bruce Churchill, Director2,604 — %
Ms. Janet Davidson,Sonia Dulá, Director4,4312,604 
%
Mr. Tomas Eliasson,Lars-Johan Jarnheimer, Director5,7037,656 
%
Mr. Lars-Åke Norling, Director2,836
%
Ms. Mercedes Johnson, Director1,7488,159 
%
Mr. James Thompson, Director    9,15515,566 
%
Mr. Mauricio Ramos, PresidentExecutive Director and Chief Executive Officer190,577232,562 
%
Mr. Tim Pennington, Senior Executive Vice President, Chief Financial Officer28,37870,095 
%
Mr. Esteban Iriarte, Executive Vice President, Chief Operating Officer, Latin America29,65745,679 
%
Mr. Xavier Rocoplan, Executive Vice President. Chief Technology and Information Officer38,53351,506 
%
Ms. Rachel Samrén,Mr. Karim Lesina, Executive Vice President, Chief External Affairs Officer10,309— 
%
Mr. Salvador Escalon,Escalón, Executive Vice President, General CounselChief Legal and Compliance Officer28,94049,591 
%
Ms. Susy Bobenrieth, Executive Vice President, Chief Human Resources Officer4,536 
%
Mr. HL Rogers, Executive Vice President, Chief Compliance and Ethics Officer1,592
%
Directors and members of the Executive CommitteeTeam as a group
366,795533,625*
— %
* less than 1%
None of the members of the Company’s Board of Directors owns any options to purchase common shares of the Company. The Company’s senior management and other key personnel do not own options or rights to purchase common shares under the share-based incentive plans. For more information, see “—B. Compensation.”


ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    Major Shareholders
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 owns more than 5% of our common stockshares at December 31, 2019.2021.
Name of Shareholder Common Shares Percentage of Share Capital
Dodge & Cox (1) 9,380,493
 9.2%
Swedbank Robur Fonder AB (2) 5,276,526
 5.2%
Name of ShareholderCommon SharesPercentage of Share Capital
Swedbank Robur Fonder AB (1)7,157,892 7.0 %
Southeastern Asset Management, Inc. (2)6,836,957 6.7 %
Dodge & Cox (3)5,182,144 5.1 %
(1)
(1) As of December 31, 2021, Swedbank Robur Fonder AB held 7,157,892 of our common shares (7.0% of common shares then outstanding). As of December 31, 2020, Swedbank Robur Fonder AB held 9,954,857 of our common shares (9.8% of common shares outstanding). As of December 31, 2019, Swedbank Robur Fonder AB held 5,276,526 of our common shares (5.2% of common shares then outstanding).
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(2) As of December 31, 2021, Southeastern Asset Management, Inc. held 6,836,957 of our common shares (6.7% of common shares then outstanding).
(3)    As of December 31, 2021, Dodge & Cox held 5,182,144 of our common shares (5.1% of common shares then outstanding). As of December 31, 2020, Dodge & Cox held 4,856,615 of our common shares (4.8% of common shares outstanding). As of December 31, 2019, Dodge & Cox held 9,380,493 of our common shares (9.2% of common shares then outstanding). As of December 31, 2018, Dodge & Cox held 8,128,305 of our common shares (8.0% of common shares then outstanding). As of December 31, 2017, Dodge & Cox held 10,744,648 of our common shares (10.6% of common shares then outstanding).
(2)As of December 31, 2019, Swedbank Robur Fonder AB held 5,276,526 of our common shares (5.2% of common shares then outstanding). As of December 31, 2018, Swedbank Robur Fonder AB held 1,508,980 of our common shares (1.5% of common shares then outstanding). As of December 31, 2017, Swedbank Robur Fonder AB held 1,096,317 of our common shares (1.1% of common shares then outstanding).
On November 7, 2019, the shareholders of Kinnevik, who held 37,835,438 of our common shares (37.2% of our shares then outstanding) as of December 31, 2018, agreed to distribute Kinnevik’s shareholding in Millicom to existing Kinnevik shareholders through a share redemption plan. Each ordinary share in Kinnevik (irrespective of share class) was entitled to one redemption share, and each redemption share was entitled to 0.1372 Millicom SDRs. The record date for the share split and the right to receive redemption shares was November 14, 2019, and since that date, Kinnevik is no longer a related party or shareholder in Millicom. The redemption shares were traded on Nasdaq Stockholm from and including November 15, 2019 to and including November 29, 2019. Millicom SDRs were paid out to the holders of redemption shares on December 3, 2019.
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 stock.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 of December 31, 2019 there2021 there were 174122 SDR holders in the United States holding 26,874,94518,918,709 SDRs (representing 26.4%18.6% of the outstanding share capital as of such date). According to the records held by American Stock Transfer & Trust Company (“AST”)Broadridge Corporate Issuer Solutions Inc. reported as of December 31, 2019,2021, there were 8379 shareholders in the United States holding 7,896,2007,599,833 common shares (representing 7.8%7.5% 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.

B.    Related Party Transactions
The disclosure as to related party transactions in our audited consolidated financial statements is in some respects broader than that required by Form 20-F. As required by Form 20-F, “related parties” includes enterprises that control, are controlled by or are under common control with MIC S.A., associates, individuals owning directly or indirectly an interest in the voting power of the Company that gives them significant influence over MIC S.A., close family members of such persons, key management personnel (including directors and senior management) and any enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by certain of the persons listed above. For the purposes of note G.5G.5. to our audited consolidated financial statements, related parties also includes the entities described below, which

is beyond the scope of the Form 20-F definition. Nonetheless, for purposes of consistency of presentation, we use the broader definition of related parties used in our audited consolidated financial statements for purposes of this Item 7.B.
The Company conducts transactions with certain related parties on normal commercial terms and conditions. TheBelow are the Millicom Group’s significant related parties are:parties:
Kinnevik AB (Kinnevik) and subsidiaries, Millicom’s previous principal shareholder - until November 14, 2019, date on which Millicom SDRs were paid out to the shareholders of Kinnevik. See "Introduction" note and note G.5. to our audited consolidated financial statements for additional details.

Helios Towers Africa Ltd (HTA), in which Millicom held a direct or indirect equity interest - until October 15, 2019, date on which Millicom lost significant influence on HTA and started accounting for its investments at fair value under IFRS 9.9, until its final disposal. See note C.7.3. to our audited consolidated financial statements for additional details.


EPM and subsidiaries (EPM), the non-controlling shareholder in our Colombian operations.


Miffin Associates Corp and subsidiaries (Miffin), our joint venture partner in Guatemala.Guatemala until November 12, 2021, date on which Millicom signed and closed an agreement to acquire the remaining 45% equity interest in our joint venture business in Guatemala from Miffin.


Cable Onda partners and subsidiaries, the non-controlling shareholders in our Panama operations.


Kinnevik
Kinnevik is a Swedish company with interests in the telecommunications, media, publishing, paper and financial services industries. For most of 2019, Kinnevik was Millicom's largest shareholder and the beneficial owner of approximately 37.2% of MIC S.A.’s share capital. However, as at December 31,from November 2019, Kinnevik no longer owns any beneficial interest in Millicom.
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During the years 2019, 2018, 2017 and 2016, the Company purchased services from Kinnevik subsidiaries including fraud detection, procurement and professional services. Transactions and balances with Kinnevik Group companies are disclosed under Other in the tables below.
Helios Towers
Millicom sold its tower assets and leased back a portion of space on the towers in several African countries and contracted for related operation and management services with HTA.Helios Towers Africa Ltd ("HTA"). The Millicom Group has future lease commitments in respect of the tower companies. Millicom’s investments in Helios Towers Africa Ltd (HTA)HTA have been listed during 2019, and Millicom resigned from its board of directors' positions, thereby terminating its significant influence on HTA.
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 50% of our operations in Colombia.
Miffin Associates Corp (Miffin)
The Millicom Group purchases and sells products and services from Miffin Group. Transactions with Miffin represent recurring commercial operations, such as purchase of handsets and sale of airtime.
Cable Onda Partners
Our partners in Panama are the non-controlling shareholders of Cable Onda and own 20% of the company, and indirectly 20% of Telefonica Moviles Panama,Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.), which was acquired by Cable Onda in August 2019. Additionally, they also hold interests in several entities which have purchasing and selling recurring commercial operations with Cable Onda (such as the sale of content costs, delivery of broadband services, etc.).
The Company had the following expenses and income and gains from transactions with related parties for the periods indicated:

 Year ended December 31
Expenses from transactions with related parties2019 2018 2017
 (US$ millions)
Purchases of goods and services from Miffin(209) (173) (181)
Purchases of goods and services from EPM(42) (40) (36)
Lease of towers and related services from HTA(i)(146) (28) (28)
Other expenses(15) (3) (4)
Total(412) (244) (250)
Year ended December 31
Expenses from transactions with related parties202120202019
(US$ millions)
Purchases of goods and services from Miffin (i)(165)(216)(214)
Purchases of goods and services from EPM(39)(37)(42)
Lease of towers and related services from HTA(ii)— — (146)
Other expenses(18)(57)(10)
Total(221)(310)(412)
(i)    Miffin entities are not considered as related parties since November 12, 2021 (see note A.1.2. to our audited consolidated financial statements).
(ii)     HTA ceased to be a related party on October 15, 2019.
Year ended December 31
Income and gains from transactions with related parties202120202019
(US$ millions)
Sale of goods and services to Miffin (i)299 327 306 
Sale of goods and services to EPM14 15 13 
Other revenue
Total314 343 322 
(i)    Miffin entities are not considered as related parties since November 12, 2021 (see note A.1.2. to our audited consolidated financial statements).

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 Year ended December 31
Income and gains from transactions with related parties2019 2018 2017
 (US$ millions)
Sale of goods and services to Miffin306
 284
 277
Sale of goods and services to EPM13
 17
 18
Other revenue3
 2
 1
Total322
 303
 295


As at December 31, the Company had the following balances with related parties:
 2019 2018
 (US$ millions)
Non-current and current liabilities   
Payables to Guatemala joint venture(i)361
 315
Payables to Honduras joint venture(ii)133
 143
Payables to EPM37
 14
Payables to Panama non-controlling interests
 
Other accounts payable
 9
Sub-total531
 482
(Finance) Lease liabilities to HTA (iii)
 99
Total531
 580
20212020
(US$ millions)
Liabilities
Payables to Guatemala joint venture (i)— 231 
Payables to Honduras joint venture (ii)69 103 
Payables to EPM15 20 
Payables to Panama non-controlling interests
Other accounts payable
Total87 356 
(i) Shareholder loans bearing interest. Out of the amount above, $337 millionSince November 12, 2021, Tigo Guatemala is accounted for as a subsidiary and intercompany transactions are due over more than one year.eliminated on consolidation (see note A.1.2. to our audited consolidated financial statements).
(ii)    Amount payable mainly consist of dividendMainly advances for which dividends are expected to be declared later in 2019 and/or shareholder loans.2022.
(iii)    HTA ceased to be a related party on October 15, 2019.
 2019 2018
 (US$ millions)
Non-current and current assets   
Receivables from EPM3
 5
Receivables from Guatemala and Honduras joint ventures23
 20
Advance payments to Helios Towers Tanzania(ii)
 6
Receivables from Panama
 
Receivable from AirtelTigo Ghana (i)43
 41
Other accounts receivable4
 1
Total73
 73

20212020
(US$ millions)
Assets
Receivables from EPM
Receivables from Guatemala joint venture (i)— 206 
Receivables from Honduras joint venture (ii)62 84 
Receivables from Panama non-controlling interests
Other accounts receivable
Total70 299 
(i) Disclosed under OtherIn 2021 and prior to the acquisition of the remaining 45% shareholding, our former joint venture in Guatemala repaid the entire $193 million Millicom shareholder loan granted in October 2020 and originally repayable by January 13, 2022, at the latest.
(ii)    In November 2020, our operations in Honduras completed a shareholding restructuring whereby Telefónica Celular S.A. acquired the shares of Navega S.A. de C.V. from its existing shareholders. The sale consideration will be payable in several installments with a final settlement in November 2023. As of December 31, 2021, $24 million out of a total receivable of $53 million is due after more than one year and therefore disclosed in non-current assetsassets. During 2021, our operations in the statement of financial position.Honduras repaid $30 million to Millicom.
(ii)     HTA ceased to be a related party on October 15, 2019.

C.    Interests of Experts and Counsel
Not applicable to Annual Report filing.

ITEM 8. FINANCIAL INFORMATION

A.    Consolidated Statements and Other Financial Information
Financial Statements
Consolidated financial statements are set forth under “Item 18. 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:
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•    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, mostly in Colombia and El Salvador;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 ofG.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, Costa Rica and Tanzania;
•    withholding tax payable on commissions, services fees and finance leases in Bolivia, El Salvador, Guatemala, Honduras, Paraguay and Tanzania;
•    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 Tanzania;
•    the deductibility of management, royalty and service fees paid to MIC S.A. by our operations in Bolivia, Costa Rica, El Salvador, Honduras and Tanzania;
•    deductibility of commissions and discounts on handsets in Honduras;

•    the deductibility of expenses for depreciation and amortization in Colombia, Guatemala and Paraguay;
the application of the territoriality principle in the determination of the taxable base of municipal taxes in Colombia and NicaraguaNicaragua; and
the application of withholding taxes on dividends in Nicaragua.
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 ofG.3.2. to our audited consolidated financial statements.
Dividend and Share Buyback Program(s)
Holders of MIC S.A. common shares (and SDRs) are entitled to receive dividends proportionately when, as and if declared by the Company’s Board of Directors and approved by shareholders at the AGM, subject to Luxembourg legal reserve requirements, as well as restrictions in the agreements governing our indebtedness.
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On May 4, 2021, the AGM of shareholders of Millicom resolved to authorize (the "Authorization") the Board of Directors of Millicom to adopt a share repurchase plan. On July 29, 2021, Millicom announced that the Board decided to initiate a share repurchase program based on the Authorization. On December 17, 2021, Millicom announced the ending of the repurchase program, as it works towards a rights offering that is planned for the first half of 2022. Under the repurchase program, Millicom acquired 1,369,284 shares.
In 2020, with the aim of preserving liquidity and financial flexibility, the Company's Board of Directors determined that no dividend be paid, and recommended that profit for the 2019 year be allocated to unappropriated net profit carried forward. This proposal was approved by shareholders at the AGM. During the period from February 28, 2020 to April 3, 2020, Millicom repurchased an aggregate amount of 350,000 shares (in the form of Swedish Depository Receipts) under the share repurchase plan approved at the 2019 AGM. No shares have been repurchased under the share repurchase plan approved at the 2020 AGM.
On May 2, 2019, a dividend distribution of $2.64 per share (or $267,571,480 in the aggregate) from MIC S.A.'s profit or loss brought forward account at December 31, 2018, was approved by the shareholders at the AGM to be distributed in two equal installments, one of which was paid on May 10, 2019 and the other of which was paid on November 12, 2019. During 2019, no shares were repurchased.
On May 4, 2018, a dividend distribution of $2.64 per share (or $266,022,071 in the aggregate) from MIC S.A.’s profit or loss brought forward account at December 31, 2017, was approved by the shareholders at the AGM and distributed in two equal installments, one of which was paid on May 15, 2018 and the other of which was paid on November 14, 2018.
On May 4, 2017, a dividend distribution of $2.64 per share (or $265,416,542 in the aggregate) from MIC S.A.’s profit or loss brought forward account at December 31, 2016, was approved by the shareholders at the AGM and distributed on May 12, 2017.
B.    Significant Changes
No significant changes have occurred other than as described in this Annual Report since the date of our most recent audited financial statements.


ITEM 9. THE OFFER AND LISTING

A.    Offer and Listing Details
The principal trading market of MIC S.A.’s shares is currently NASDAQNasdaq 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.


B.    Plan of Distribution
Not applicable to Annual Report filing.

C.    Markets
The SDRs are listed on the main market of NASDAQNasdaq Stockholm under the symbol “MIC_SDB.” NASDAQ“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.”


D.    Selling Shareholders
Not applicable to Annual Report filing.

E.    Dilution
Not applicable to Annual Report filing.

F.    Expenses of the Issue
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Not applicable to Annual Report filing.

ITEM 10. ADDITIONAL INFORMATION

A.    Share Capital
Not applicableAs of December 31, 2021, the Company’s authorized share capital comprised 133,333,200 common shares, of which 101,739,217 common shares were issued, fully paid and outstanding. The common shares have a par value of $1.50 per share. On February 28, 2022, the extraordinary general meeting of shareholders of Millicom resolved to Annual Report filing.authorize the Board of Directors of Millicom to increase the authorized share capital of the Company from $199,999,800 divided into 133,333,200 shares, with a par value of $1.50 per share, to $300,000,000 divided into 200,000,000 shares, with a par value of $1.50 per share. We have not issued any new shares in the last three years, except shares held in treasury that were used throughout this period to settle share grants to employees.
As of December 31, 2021, the Company held 1,538,256 common shares in treasury at a nominal value of $1.50 per share. These shares are held for purposes of the Company’s long-term incentive programs. Shares held in treasury are not included in the number of shares outstanding and voting rights attached to shares held in treasury are suspended by law. On May 4, 2021, the AGM of shareholders of Millicom resolved to authorize the Board of Directors of Millicom to adopt a share repurchase plan. On July 29, 2021, Millicom announced that the Board decided to initiate a share repurchase program based on the Authorization, which was subsequently terminated on December 17, 2021. As a result of the share repurchase program, Millicom repurchased 1,369,284 common shares during 2021.
As of December 31, 2021, there were 1,421,856 total unvested shares granted under the Company’s long-term incentive programs, as described in “Item 6. Directors, Senior Management and Employees—B. Compensation.” As of such date, no options to acquire our shares were outstanding.

B.    Memorandum and Articles of Association
Articles of Association
Registration and Object
Millicom International Cellular S.A. is a public limited liability company (société anonyme) governed by the Luxembourg law of August 10, 1915 on Commercial Companies (as amended), 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 articlesArticles of associationAssociation 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”.enterprise. At the extraordinary general meeting of shareholders held on January 7, 2019, the shareholders adoptedapproved an amendment to article 7 of the Amended and Restated Articles of Association to stipulate that the Nomination Committee rules and procedures of the Swedish Code of Corporate Governance will apply to the election of directors to MIC S.A.'s Board of Directors. On February 28, 2022, the shareholders approved an amendment to article 5, paragraphs 1 and 4 of the Articles of Association to reflect the authorized share capital increase, as described in the above section of this form. The valid Articles of Association are filed herewith as Exhibit 1.1.
Directors
Restrictions on Voting

If a director has a personal material interest in a proposal, arrangement or contract to be decided by MIC S.A., the amended and restated articlesArticles of associationAssociation provide that the validity of the decision of MIC S.A. is not affected by a conflict of interest existing with respect to a director. However, any such personal interest must be disclosed to the Board of Directors ahead of the vote and the relevant director shall abstain from considering and voting on the relevant issue. Such conflict of interest must be reported to the next general meeting of shareholders.
Compensation and Nomination
The decision on annual remuneration of directors (“tantièmes”) is reserved by the amended and restated articlesArticles of associationAssociation to the general meeting of shareholders. Directors are therefore prevented from voting on their own compensation. However, directors may vote on the number of shares they own, including the shares allotted under any share basedshare-based compensation scheme.
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The Nomination Committee makes recommendations for the election of directors to the AGM. At the AGM, shareholders may vote for or against the directors proposed or may abstain. The Nomination Committee reviews and recommends the directors’ fees which are approved by the shareholders at the AGM.
In proposing persons to be elected as directors at the AGM, the Company must comply with the nomination committee rules of the Swedish Code of Corporate Governance, so long as such compliance does not conflict with applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company's shares are listed. In the event that the Company does not comply with the nomination committee rules of the Swedish Code of Corporate Governance and a committee of the Board of Directors is established to propose persons to be elected as directors at the AGM, any Shareholder holding at least 20% of the issued and outstanding shares of the Company, excluding treasury shares, has the right to designate: (1) one of the then-serving directors to be a member of such committee, so long as such designation and the director so designated meet the requirements of any applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company's shares are listed, and (2) one person, who may or may not be a director, to attend any meeting of such committee as an observer, without the right to vote at such meeting, so long as such attendance does not conflict with applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company's shares are listed. Any designation made pursuant to this provision lapses upon such designating Shareholder holding less than 20% of the issued and outstanding shares of the Company, excluding treasury shares.
Borrowing Powers
The directorsBoard of Directors generally havehas unrestricted borrowing powers on behalf of and for the benefit of MIC S.A.
Age Limit
There is no age limit for being a director of MIC S.A. Directors could be elected for a maximum period of six years, but the Company has followed the practice of electing them annually at the AGM.
Share Ownership Requirements
Directors need not be shareholders in MIC S.A.
Shares
Rights Attached to the Shares
MIC S.A. has only one class of shares, common shares, and each share entitles its holder to:
•    one vote at the general meeting of shareholders,
•    receive dividends when such distributions are decided, 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 amended and restated articlesArticles of association,Association, or an extraordinary general meeting of shareholders, as the case may be, restricts the exercise thereof.
Redemption of Shares
The amended and restated articlesArticles of associationAssociation 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 20192021 AGM authorizing the

Board of Directors, at any time between May 2, 20194, 2021 and the date of the 20202022 AGM, provided the required levels of distributable reserves are met by MIC S.A. at that time, either directly or through a subsidiary or a third party, 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 of August 10, August 1915 on commercial companies, as amended (the “Share Repurchase Plan”) by using its available cash reserves, in an amountreserves.
The maximum number of Shares that may be acquired between May 4, 2021 and the date of the 2022 AGM may not exceeding the lower of (i)exceed five per cent (5%) of MIC S.A.’sMillicom's outstanding share capital as of the date of the AGM (i.e., approximating a maximum of 5,086,960 shares corresponding to $7,630,440 in nominal value) or (ii) the then available amount of MIC S.A.’s distributable reservesDecember 31, 2020.
For Shares repurchased on a parent company basis, onregulated market where the Nasdaq Stock Market in the United States, Nasdaq Stockholm or any other recognized alternative trading platform, at an acquisition price which may not be less than SEK 50 per share (or the U.S. dollar equivalent) nor exceed the higher of (x) the published bid that is the highest current independent published bid on a given date or (y) the last independent transaction price quoted or reported in the consolidated system on the same date, regardless of the market or exchange involved, provided, however, that when common shares are repurchased,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.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
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Shares on the Nasdaq Stock Market in the U.S., provided that the minimum repurchase price is above SEK 50 (or USD equivalent).
The Share Repurchase Plan may not have the effect of reducing Millicom's net assets and reserves under the limit required by the 1915 Law or the Articles of Association of the Company. Only fully paid-up Shares may be included in repurchase transactions made under the Share Repurchase Plan.
Sinking Funds
MIC S.A. shares are not subject to any sinking fund.
Liability for Further Capital Calls
All of the issued shares in MIC S.A.’s capital are fully paid up. Accordingly, none of MIC S.A.’s shareholders are liable for further capital calls.
Principal Shareholder Restrictions
There are no provisions in the amended and restated articlesArticles of associationAssociation that discriminate against any existing or prospective holder of MIC S.A.’s shares as a result of such shareholder owning a substantial number of shares.
Changes to Shareholder’s Rights
In order to change the rights attached to the shares of MIC S.A., an extraordinary general meeting of shareholders must be duly convened and held before a Luxembourg notary, as under Luxembourg law such change requires an amendment of the articlesArticles of association.Association. A quorum of presence of at least 50% of the shares present or represented is required at a meeting held after the first convening notice. If such quorum is not met after the first convening notice, whereas there is no quorum of presence requirement at athe meeting held after the second convening notice. Any decision must be taken by a majority of two thirds of the shares present or representedvotes cast at the general meeting. Any change to the obligations attached to shares may be adopted only with the unanimous consent of all shareholders.
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 amended and restated articlesArticles of associationAssociation 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 amended and restated articlesArticles of associationAssociation 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 amended and restated articlesArticles of associationAssociation 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.
Luxembourg laws impose the mandatory disclosure of an important participation in Millicom and any change in such participation.
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’s Board of DirectorsCompany 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 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.

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C.    Material Contracts
6.0%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 matures on May 10, 2022, with an option to extend for one six-month period. The loan is 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.
Stock Purchase Agreement
On November 11, 2021, the Company entered into an agreement to acquire the remaining 45% equity interest in its Guatemala joint venture business for $2.2 billion in cash. The acquisition was made pursuant to a stock purchase agreement, dated November 11, 2021, among Millicom International II N.V. and Shai Holding S.A., as buyers, and Miffin Associates Corp., as the seller. The stock purchase agreement is included as Exhibit [4.8] to this Annual Report.

4.500% Senior Notes
On March 17, 2015,October 19, 2020, MIC S.A. issued a $500 million 6.000% fixed interest rate bond4.500% senior notes that maturesmature on March 10, 2025.April 27, 2031 (the “Original 4.500% Notes”). The bond is governed bynotes were issued pursuant to the Amended and Restated Indentureindenture 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 Deutschland AG dated May 30, 2018,Europe AG. The indenture is included as Exhibit 4.1[4.5] to this Annual Report.
On April 8, 2019,Report (the “2020 Indenture”). In addition, on September 24, 2021, MIC S.A. and Citibank, N.A., London Branch, as trustee, entered intoissued $308 million of additional notes of the first supplemental indenturesame series pursuant to the amended and restated indenture, dated2020 Indenture, which are treated as of May 30, 2018, governing MIC S.A.’s $500 million 6.000% Senior Notes due 2025, included as Exhibit 4.7 to this Annual Report. The purpose ofa single class with the first supplemental indenture was primarily to generally conform certain terms in the amended and restated indenture to those in the indentures governing all of MIC S.A.’s other outstanding notes.Original 4.500% Notes.
Revolving Credit Facility
On January 27, 2017, MIC S.A. entered intohas a $600 million muti-currency revolving credit facility with variable interest rates, whichthat matures on January 27, 2022.October 15, 2025, with an option to extend for two one-year periods. The facility was arrangedis 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 Bank Of Nova Scotia, BNP Paribas, Citigroup Global Markets Limited and DNB Markets, a part of DNB Bank ASA, Sweden Branch andrevolving credit agreement is included as Exhibit 4.3[4.2] to this Annual Report.
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 Amendedamended and Restated Indenturerestated 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 dated May 30, 2018,AG. The amended and restated indenture is included as Exhibit 4.2[4.1] to this Annual Report.
6.625% Senior Notes
On October 16, 2018, to help finance the Cable Onda Acquisition, 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 Indentureindenture 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 dated October 16, 2018,AG. The indenture is included as Exhibit 4.5[4.6] to this Annual Report.
Stock Purchase Agreements for TelefonicaTelefónica CAM
On February 20, 2019, MIC S.A., Telefonica CentroamericaTelefónica Centroamérica Inversiones, S.L. (“Telefonica Centroamerica”Telefónica Centroamérica”) and TelefonicaTelefónica, S.A. (“Telefonica”Telefónica”) entered into a stockshare purchase agreement pursuant to which, subject to the terms and conditions contained therein, MIC S.A. agreed to purchase 100% of the shares of Telefonica Moviles Panama,Telefónica Móviles Panamá, S.A., from Telefonica CentroamericaTelefónica Centroamérica (the “Panama Acquisition”).
On February 20, 2019, MIC S.A., Telefonica CentroamericaTelefónica Centroamérica and TelefonicaTelefónica entered into a stockshare purchase agreement pursuant to which, subject to the terms and conditions contained therein, Millicom agreed to purchase 100% of the shares of TelefonicaTelefónica de Costa Rica TC, S.A., from TelefonicaTelefónica (the “Costa Rica Acquisition”). On May 2, 2020, MIC S.A. terminated the Costa Rica Acquisition share purchase agreement. As a result of such termination, Telefónica filed a complaint against Millicom followed by an amended complaint, which seeks unspecified damages, costs, and fees. Millicom believes the complaint is without merit and is vigorously defending against it on the basis that Millicom was entitled to terminate the Costa Rica Acquisition, since the required closing conditions were not met by the contractual due date.
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On February 20, 2019, MIC S.A., Telefonica CentroamericaTelefónica Centroamérica and TelefonicaTelefónica entered into a stockshare purchase agreement pursuant to which, subject to the terms and conditions contained therein, Millicom agreed to purchase 100% of the shares of TelefoniaTelefonía Celular de Nicaragua, S.A., a company incorporated under the laws of Nicaragua, from Telefonica CentroamericaTelefónica Centroamérica (the “Nicaragua Acquisition,” and together with the Panama Acquisition and the Costa Rica Acquisition, the “Telefonica“Telefónica CAM Acquisitions”).
Camelia US$1.65 billion Bridge Loan


On February 20, 2019, MIC S.A. closed USD 1.65 billion term loan facility agreement by and between Goldman Sachs, JPMorgan and Morgan Stanley, and further syndicated available to be drawn to (i) pay the purchase price for the Telefonica CAM Acquisitions , (ii) refinance the debts of any member of the Telefonica group and/or (iii) pay any costs, fees, interests or other expenses in connection with the Telefonica CAM Acquisitions or the facility. As of December 19, 2019, the Bridge Facility had been canceled in its entirety and was never drawn on.
US$750 million 6.250% Senior Notes due 2029 issued by MIC S.A.


On March 25, 2019, to help finance the TelefonicaTelefónica CAM Acquisitions, MIC S.A. issued $750 million aggregate principal amount of its 6.250% senior notesSenior Notes due 2029. The notes were issued pursuant to the Indentureindenture for the $750 million 6.250% Senior Notes due 2029, dated March 25, 2019, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated March 25, 2019,AG. The indenture is included as Exhibit 4.6[4.3] to this Annual Report.
US$300 million Term Facility Agreement5.875% Senior Notes

On April 24,5, 2019, MICthe Company’s subsidiary Telefónica Celular del Paraguay S.A. executed aissued $300 million Term Facility Agreement arranged by DNB Bank ASA, Sweden Branchaggregate 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 Nordea Bank Abp, Filial i Sverige,Banque Internationale à Luxembourg SA (the “ 2027 Indenture”). The 2027 Indenture is included as Exhibit 4.8[4.11] to this Annual Report. This facility was fully drawnIn 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 Cable Onda, S.A. issued $600 million aggregate principal amount of December 31, 2019.4.500% 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 [4.11] to this Annual Report.
SEK 2 Billion2032 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 [4.12] to this Annual Report.
2024 Floating-Rate Senior Unsecured Sustainability Bond due 2024 issued by MIC S.A.
On May 15, 2019, MIC S.A. completed its offering of a SEK 2 billion (approximately $210$208 million) floating-rate senior unsecured sustainability bond due 2024, which is included as Exhibit 4.9[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 [4.13] to this Annual Report.

D.    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.

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E.    Taxation
Luxembourg Tax Considerations
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, (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 holding period, and that the non-Luxembourg resident should either be (i) an entity which fall within the scope of Article 2 of the European Council Directive 2011/96/EU, as amended (the “Parent-Subsidiary Directive”) and which are not excluded to benefit from this directive under its mandatory general anti-avoidance rule as implemented in Luxembourg, or (ii) a corporate holder subject to a tax comparable to Luxembourg corporate income tax and which are resident in a country having concluded a double tax treaty with Luxembourg (such as the United States), or (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 24.49%24.94% (for resident corporate taxpayers established in Luxembourg City)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 however 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.
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.

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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.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- globalhalf-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 residentNon-resident shareholders (either individual or corporate) owning a non-substantial shareholding are exempt from capital gains taxes. Non residentNon-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 residentnon-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 residentnon-resident shareholder. Capital gains realized on the disposal of shares by non residentnon-resident shareholders that have been owned for more than 6 months are exempt from Luxembourg income tax.
(c)    Other Taxes
Net wealth tax
Whilst non-resident corporate taxpayers may only be subject to net wealth tax on their 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
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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 in addition 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 (i) 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 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
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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 account”accounts” or “Roth IRA”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.
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.
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 to certain non-corporate U.S. Holders may be taxable at the favorable tax rate applicable to “qualified dividend income.” U.S. Holders should consult their tax advisers regarding the availability of the favorable tax rate on dividends in their particular circumstances.
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Dividends will not be eligible for the dividends-receiveddividends 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 ending December 31, 2019.2021. However, becauseour PFIC status for any taxable year is an annual determination that depends on the composition of a company’sour income and assets and the market value of itsour assets, which may change from time to time,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 the Companywe 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 distributiondistributions received by a U.S. Holder on its common shares exceedsin 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, that distributionsuch 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.
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,
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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.

F.    Dividends and Paying Agents
Not applicable to Annual Report filing.

G.    Statement by Experts
Not applicable to Annual Report filing.

H.    Documents on Display
Upon the effectiveness of this Annual Report, we will becomeWe are subject to the informationreporting and other informational requirements of the Exchange Act, except that as a foreign private issuer, we willare not be 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 will file or furnish reports and other information with the SEC, which you may inspect and copy at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Interneta website at www.sec.govthat contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

I.    Subsidiary Information
Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK
Financial risk management
Millicom regularly performs risk management assessments and reviews to identify its 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. Each year Millicom Group Treasury revisits and presents to the Audit Committee updated Treasury and Financial Risks Management policies.policies ("Group Treasury and Hedging Policy"). 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 Financial Risk Management policy. These policies wereGroup Treasury and Hedging Policy. This policy was last reviewed in late 2018.2021.
As part of the annual review of the above mentioned risks, the Millicom Group targets a strategy with respect to the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Company targets to reach 40% of debt in local currency over the medium term) to maintaining a 75/25% 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 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.
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On December 31, 20192021 and 2018,2020, the fair value of derivatives held by the Millicom Group may be summarized as follows:
2019 201820212020
(US$ millions)(US$ millions)
   
Derivatives   Derivatives
Cash flow hedge derivatives(17) 
Cash flow hedge derivatives - assetCash flow hedge derivatives - asset21 28 
Cash flow hedge derivatives - liabilityCash flow hedge derivatives - liability(1)(16)
Net derivative asset (liability)(17) 
Net derivative asset (liability)20 12 
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 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. To manage this risk, the Millicom Group’s policy is to maintain a combination of fixed and floating rate debt with a target that more than 75% of the debt be at fixed rates. The Millicom 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 taking into account market conditions as well as our overall business strategy. At December 31, 2019,2021, approximately 76%64% 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 (2018: 68%(2020: 84%). See note C.3.2. to our audited consolidated financial statements for further details on the bridge financing related to the acquisition of Tigo Guatemala and note I on its updated outstanding amount.
The table below summarizes, as at December 31, 2019,2021, our fixed rate debt and floating rate debt:
Amounts due within
1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
(US$ millions)
Financing at December 31, 2021
Fixed rate financing91 151 460 662 372 3,219 4,956 
Weighted average nominal interest rate5.32 %5.04 %5.44 %5.69 %5.29 %5.27 %5.34 %
Floating rate financing1,750 55 26 181 386 391 2,789 
Weighted average nominal interest rate1.75 %8.55 %6.08 %6.48 %4.95 %5.94 %5.94 %
Total1,840 206 487 843 758 3,610 7,744 
Weighted average nominal interest rate1.93 %5.97 %5.47 %5.86 %5.11 %5.34 %5.55 %
 Amounts due within
 1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
 (US$ millions)
Financing at December 31, 2019       
Fixed rate financing118
117
118
332
431
3,428
4,543
Weighted average nominal interest rate6.32%5.46%5.01%7.24%5.44%5.81%5.86%
Floating rate financing68
38
27
185
654
457
1,429
Weighted average nominal interest rate2.97%1.77%1.41%3.25%4.26%0.96%1.52%
Total186
155
145
517
1,085
3,884
5,972
Weighted average nominal interest rate5.10%4.55%4.34%5.81%4.73%5.24%4.82%


The table below summarizes, as at December 31, 2018,2020, our fixed rate debt and floating rate debt:
Amounts due within
1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
(US$ millions)
Financing at December 31, 2020
Fixed rate financing80 90 268 561 269 3,498 4,766 
Weighted average nominal interest rate5.81 %5.62 %7.69 %5.44 %5.54 %5.56 %5.67 %
Floating rate financing33 17 171 250 197 256 926 
Weighted average nominal interest rate1.89 %1.28 %2.76 %1.27 %4.49 %0.40 %0.91 %
Total113 107 439 811 467 3,755 5,691 
Weighted average nominal interest rate4.65 %4.95 %5.76 %4.15 %5.09 %5.21 %4.90 %

119

 Amounts due within
 1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
 (US$ millions)
Financing at December 31, 2018       
Fixed rate financing140
162
137
436
204
2,036
3,116
Weighted average nominal interest rate6.35%6.59%6.64%6.61%4.10%6.47%6.34%
Floating rate financing318
175
266
133
263
309
1,465
Weighted average nominal interest rate10.28%5.89%2.73%0.49%4.41%1.13%1.98%
Total458
337
403
570
468
2,345
4,580
Weighted average nominal interest rate9.08%6.23%4.06%5.18%4.28%5.76%4.95%



A 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 20192021 would increase or reduce profit before tax from continuing operations for the year by approximately US$1428 million (2018:(2020: US$159 million).
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 Financial Risk Management policy. Details of these arrangements are provided below.
Interest rate and currency swaps on SEK denominated debt
The swaps on the previous SEK bond were accounted for as a cash flow hedge as the timing and amounts of the cash flows under the swap agreements matched the cash flows under the SEK bond. Fluctuations were recorded through other

comprehensive income in our financial statements. They matured in April 2018 and were settled against a cash payment of $63 million.
In May 2019, MIC S.A. entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the issuance of the SEK 2 billion (approximately $208 million) senior unsecured sustainability bond. 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 bond. Their maturity date is May 2024. The hedging relationship is highly effective and related fluctuations are recorded through other comprehensive income. At December 31, 2019,2021, the fair values of the swaps amount to a liabilityan asset of $0.2$6 million.
Interest rate and currency swaps in Costa Rica, Colombia and interest rate swaps in El Salvador
Our operations inColombia, El Salvador and Costa Rica operations have 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. At December 31, 2019,2021, the fair valuesvalue of theseEl Salvador amount to a liability of $1 million (December 31, 2020: a liability of $3 million) and the fair value of Colombia swaps amount to liabilitiesan asset of $17 million.$15 million (December 31, 2020: a liability of $7 million). Costa Rica swaps have been settled as a result of the redemption of the USD facility (see note D.1.2) resulting in a loss of $1.6 million recorded under "Other non-operating (expenses) income, net" (December 31, 2020: liability of $5 million and an asset of $1 million).
Other Interest rate and currency swaps on Euro-denominated debt
In June 2013, Millicom entered into interest rate and currency swaps whereby Millicom will sell Euros and receive USD to hedge against exchange rate fluctuations on an intercompany seven-year Euro 134 million principal and related interest financing of its operation in Senegal. The outstanding 2020 Notes were repaid in August 2017 and as a result these swaps have been settled. The year-to-date revaluation of the swap resulted in a $22 million loss. The Millicom Group finally received $10 million in cash on settlement date.
The above hedge was considered ineffective, with fluctuations in the fair value of the hedge recorded through the statement of income in our consolidated financial statements.
No other financial instruments have a significant fair value at December 31, 2019.2021.
Foreign currency risk
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, 2019, 20182021, 2020 and 2017,2019, foreign currency exchange rate fluctuations resulted in a loss of $32$43 million, a loss of $40$69 million and a gain of $21$32 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 USU.S. dollar reporting currency. In some cases, Millicom may also borrow in USU.S. dollars where it is either commercially more advantageous for joint ventures and subsidiaries to incur debt obligations in USU.S. dollars or where USU.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 USU.S. dollars and other currencies at December 31, 20192021 and 2018.

2020.
120


20212020
2019 2018(US$ millions)
(US$ millions)
Debt denomination at December 31   
Debt denominated in US dollars3,535
 2,572
December 31December 31
Debt denominated in U.S. dollarsDebt denominated in U.S. dollars4,827 3,384 
Debt denominated in currencies of the following countries:   Debt denominated in currencies of the following countries:
GuatemalaGuatemala605 na
Colombia531
 718
Colombia699 614 
Chad
 62
Tanzania14
 112
Tanzania38 40 
Bolivia350
 306
Bolivia310 337 
Paraguay206
 207
Paraguay195 180 
El Salvador(i)268
 299
El Salvador(i)99 118 
Panama(i)918
 261
Panama(i)846 869 
Luxembourg (SEK denominated)43
 43
Luxembourg (SEK denominated)36 41 
Costa Rica107
 
Costa Rica88 107 
Total debt denominated in other currencies2,437
 2,008
Total debt denominated in other currencies2,917 2,307 
Total debt5,972
 4,580
Total debt7,744 5,691 
(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).


At December 31, 2019,2021, if the USU.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 $17$38 million (2018: $53 million ).(2020: $45 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 USU.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.
Although foreign exchange controls exist in some of the countries in which Millicom Group companies operate, none of these controls currently significantly restrictrestricts 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 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 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 notional and 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.


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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.    Debt Securities
Not applicable to Annual Report filing.


B.    Warrants and Rights
Not applicable to Annual Report filing.

C.    Other Securities
Not applicable to Annual Report filing.

D.    American Depositary Shares
Not applicable.

PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
A.    Defaults
Not applicable.

B.    Arrears and Delinquencies
Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.

ITEM 15. CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
As of December 31, 2019,2021, 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, 20192021, 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 U.S. Securities and Exchange Commission’s (the “SEC”)SEC's rules and forms.


B. 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 Company.


122


Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’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 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 the preparation of consolidated financial statements in accordance with IFRS, 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 regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’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 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.


In May 2019, the Company completed its acquisition of 100% of the shares of Telefonía Celular de Nicaragua, S.A. (“Telefonía Nicaragua”). In August 2019, a 80% owned subsidiary of the Company, Cable Onda S.A., acquired 100% of the shares of Telefonica Moviles Panama, S.A. (“Telefonica Panama”). The Company is in the process of evaluating the existing controls and procedures of Telefonía Nicaragua and Telefonica Panama and integrating them into the Company’s internal control over financial reporting.

In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, the Company has excluded these businesses from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2019.

Telefonía Nicaragua represented 4% and 8% of the Company’s total and net assets as of December 31, 2019, and 3% of the Company’s revenues and 3% of the Company’s net income for the year ended December 31, 2019.

Telefonica Panama represented 6% and 22% of the Company’s total assets as of December 31, 2019, and 2% of the Company’s revenues and 4% of the Company’s net income for the year ended December 31, 2019.

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019,2021, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


As permitted by the SEC, the Company's management has elected to exclude an assessment of the internal controls over financial reporting of the subsidiaries that formerly comprised the Company's Guatemala joint venture business because the Company acquired the remaining 45% equity interest in such entities on November 12, 2021. The assets of the Guatemala subsidiaries constituted 35.3% of the Company's consolidated total assets as of December 31, 2021 and 4.8% of the Company's total revenue for the year ended December 31, 2021.

Based on its assessment, management believes that, as of December 31, 2019,2021, the Company’s internal control over financial reporting is effective based on those criteria.


The Company’s internal control over financial reporting as of December 31, 20192021 has been audited by Ernst & Young S.A., the Company’s external independent registered public accounting firm, as stated in its report which follows.
    

123


C. Attestation 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, 2019,2021, 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 Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of:

(1)Telefonia Celular de Nicaragua S.A, which is included in the 2019 consolidated financial statements of the Company and constituted 4% and 8% of total and net assets, respectively, as of December 31, 2019 and 3% and 3% of revenues and net income, respectively, for the year then ended and;

(2)Telefónica Móviles Panama S.A, which is included in the 2019 consolidated financial statements of the Company and constituted 6% and 22% of total and net assets, respectively, as of December 31, 2019 and 2% and 4% of revenues and net income, respectively, for the year then ended;

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Telefonia Celular de Nicaragua S.A. and Telefónica Móviles Panama S.A.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 20192021 consolidated financial statements of the Company and our report dated February 28, 2020March 1, 2022 expressed an unqualified opinion thereon.


Basis for Opinion


The Company’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 Company’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 Company 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 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,
28 February 2020Grand Duchy of Luxembourg

March 1, 2022
124



D. Changes in Internal Control over Financial Reporting
In May 2019,November 2021, the Company completedacquired the remaining 45% equity interest in its acquisition of 100 percent of the shares of Telefonía Celular de Nicaragua, S.A. In August 2019, Cable Onda S.A. acquired 100 percent of the shares of Telefonica Moviles Panama, S.A.joint venture businesses in Guatemala. The Company is engaged in refining and harmonizing the internal controls and processes of the acquiredGuatemala businesses with those of the Company. Except for the foregoing, there has been no change in the Company's internal control over financial reporting during 2021 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


ITEM 16. [RESERVED]
Item 16A. Audit Committee Financial Expert
MIC S.A.’s Audit Committee is chaired by Mr. Eliasson,Ms. Johnson, and includes Mr. Churchill, Ms. Erenbjerg, Ms. JohnsonDulá and Mr. Thompson. MIC S.A.’s Board of Directors has determined that each of Ms. Johnson, Mr. Eliasson,Churchill, Ms. Erenbjerg,Dulá and Mr. Thompson and Ms. Johnson have the professional experience and knowledge to qualify as “audit committee financial experts” as defined by SEC rules. MIC S.A.’s Board has also determined that each of Ms. Johnson, Mr. Eliasson,Churchill, Ms. Erenbjerg,Dulá and Mr. Thompson and Ms. Johnson are independent within the meaning of the independence requirements contemplated by Rule 10A-3 under the Exchange Act and the applicable Nasdaq listing rules.


Item 16B. Code of Ethics
Millicom has a Code of Conduct that applies to all employees, contracted staff and management. In May 2019, the Code of Conduct was amended to specify in greater detail our responsibility to regulators and shareholders, and clarify the duty of our employees to report concerns regarding accounting, internal controls, or auditing issues. In the year ended December 31, 2019,2021, 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/our-responsibility/compliance/millicom-code-of-conduct/.


Item 16C. Principal Accountant Fees and Services
The following table summarizes the aggregate amounts paid to Millicom’s auditors for the years ended December 31, 20192021 and 2018.2020.

20212020
(US$ millions)
Audit fees5.2 5.8 
Audit related fees1.4 0.5 
Tax fees0.1 0.1 
Other fees0.4 0.1 
Total7.1 6.4 
 2019 2018
 (US$ millions)
Audit fees6.8
 6.7
Audit related fees1.3
 0.4
Tax fees0.1
 0.2
Other fees0.6
 0.6
Total8.8
 7.7

Audit related services consist principally of consultations related to financial accounting and reporting standards, including making recommendations to management regarding internal controls and the issuance of certificationscomfort letters for debt and bonds. Tax services consist principally of tax planningadvisory 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 20192021 and 20182020 were approved by the audit committee.


Audit 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 Committee must be approved by management and subsequently reported to the Audit 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 Committee must be pre-approved by the Audit Committee’s Chairman in between the regularly scheduled meetings and subsequently approved by the Audit Committee in full (during scheduled meetings), regardless of the level of fees.


Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
125


Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.The following table provides information about purchases by us and our affiliated purchasers during the fiscal year ended December 31, 2021 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)
08/02/21 – 08/31/21386,538 38.5386,538 4,613,462
09/01/21 – 09/30/21448,436 36.2448,436 4,165,026
10/01/21 – 10/31/21417,020 35.9417,020 3,748,006
11/01/21 – 11/30/21117,290 33.8117,290 3,630,716
Total1,369,284N/A1,369,284Nil (3)

(1)    Amounts expressed in SDRs
(2)    Amounts expressed in USD
(3)    On July 29, 2021, we announced a share repurchase program for the period between August 2, 2021 and the date of Millicom's 2022 AGM. 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 870 million (approximately USD 100 million) in aggregate purchase price, or 5,000,000 SDRs. On December 17, 2021, we announced the end of the share repurchase program, after purchasing a total of 1,369,284 shares.


Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
As a foreign private issuer incorporated in Luxembourg with its principal stock exchange listing on Nasdaq Stockholm, Millicom follows its “home country” corporate governance practices and the laws of the Grand Duchy of Luxembourg, in lieu of the provisions of the Nasdaq Stock Market’s Marketplace Rule 5600 series that apply to the constitution of a quorum for any meeting of shareholders, the composition and independence requirements of the Nomination Committee and the Compensation Committee and the requirement to have regularly scheduled meetings at which only independent directors are present. The Nasdaq Stock Market’s rules provide for a quorum of no less than 33⅓% of Millicom’s outstanding shares. However, Millicom’s Amended and Restated Articles of Association do not require a quorum. The Nasdaq Stock Market’s rules provide for the involvement of independent directors in the selection of director nominees. However, Millicom relies on its home country practices, in lieu of this requirement, which permit its director nominations committee to be comprised of shareholder representatives. The Nasdaq Stock Market’s rules require each Compensation 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 Committee, Millicom relies on its home country practices, in lieu of this requirement, which do not require the Compensation Committee to be comprised solely of directors who qualify as independent for such purposes. The Nasdaq Stock Market’s rules require listed companies to have regularly scheduled meetings at which only independent directors are present. However, Millicom follows its home country practices which do not impose such a requirement.


Item 16H. Mine Safety Disclosure
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
126


We have responded to Item 18 in lieu of this item.

ITEM 18. FINANCIAL STATEMENTS
Financial Statements are filed as part of this Annual Report, see page F-1.

127


ITEM 19. EXHIBITS
Amended and Restated Articles of Association of Millicom International Cellular S.A.
Description of Share Capital
Amended and Restated Indenture for the $500,000,000 6.0% Senior Notes due 2025 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 4.1. to the Company’s Registration Statement on Form 20-F (File No. 001-38763) filed with the SEC on December 13, 2018)
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, (File No. 001-38763) filed with the SEC on December 13, 2018)
Multicurrency revolving facility agreement forRevolving Credit Agreement, among Millicom International Cellular S.A. arranged by The, the lenders from time to time party thereto, and the Bank Ofof Nova Scotia BNP Paribas, Citigroup Global Markets Limited and DNB Markets, a part of DNB Bank ASA, Sweden Branch dated January 27, 2017October 15, 2020 (incorporated herein by reference to Exhibit 4.2.4.2 to the Company’s Registration StatementAnnual Report on Form 20-F, (File No. 001-38763) filed with the SEC on December 13, 2018)March 10, 2021)
Amended and restated stock purchase agreementIndenture for the acquisition of interests in Cable Onda S.A. among$750,000,000 6.250% Senior Notes due 2029 between Millicom International Cellular S.A., Millicom LIH S.A.Citibank, N.A., Medios de Comunicacion LTD, Telecarrier International Limited, IGP Trading Corp.London Branch and Tenedora Activa, S.A.Citigroup Global Markets Europe AG dated December 12, 2018March 25, 2019 (incorporated herein by reference to Exhibit 4.5.4.6 to the Company’s Registration StatementAnnual Report on Form 20-F, (File No. 001-38763) filed with the SEC on December 13, 2018)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)
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 4.6.4.6 to the Company’s Registration Statement on Form 20-F, (File No. 001-38763) filed with the SEC on December 13, 2018)

Indenture for the $750,000,000 6.25% Senior Notes due 2029 betweenBridge Loan Agreement among Millicom International Cellular S.A., Citibank,the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., London Branch and Citigroup Global Markets Europe AG dated March 25, 2019

November 10, 2021
Stock Purchase Agreement among Millicom International II N.V. and Shai Holding S.A., as buyers, and Miffin Associates Corp., as seller, dated November 11, 2021
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
First Supplemental Indenture tofor the Amended$250,000,000 5.875% Senior Notes due 2027 between
Telefónica Celular del Paraguay S.A., Citibank, N.A.
and Restated Banque Internationale à Luxembourg SA
dated January 28, 2020
Indenture for the $500,000,000 6.0%$600,000,000 4.500% Senior Notes due 2025 between Millicom International Cellular2030 among Cable Onda, S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG, dated as of May 30, 2018

Banque Internationale à Luxembourg SA. Dated October 28, 2019

Term facility agreementIndenture for Millicom International Cellular S.A. arranged by DNBthe $900,000,000 5.125% Senior Notes due 2032 among Walkers Fiduciary Limited, CT Trust, the guarantors named therein and the Bank ASA, Sweden Branch and Nordea Bank Abp, Filial i Sverigeof New York Mellon dated April 24, 2019February 3, 2022

Terms and Conditions for Millicom International Cellular S.A.’s SEK 22.25 Billion Floating-Rate
Senior Unsecured Sustainability Bond due 20242027
Amendment No. 1 to the Custodian Agreement, between Millicom International Cellular S.A. and Skandinaviska Enskilda Banken AB, as depository and custodian, dated as of June 11, 2020
Amendment No. 2 to the Custodian Agreement, between Millicom International Cellular S.A. and Skandinaviska Enskilda Banken AB, as depository and custodian, dated as of February [], 2022
General Terms & Conditions for Swedish Depository Receipts, dated as of January 2012
List of significant subsidiaries
128


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.

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Inline XBRL Instance Document
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101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CA*

101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DE*

101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LA*

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Inline XBRL Taxonomy Extension Label Linkbase Document
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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*    Filed herewith
**    Furnished herewith

129



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:February 28, 2020March 1, 2022By:/s/ Tim Pennington
Name: Tim Pennington
Title: Senior Executive Vice President, Chief Financial Officer
By:/s/ Mauricio Ramos
Name: Mauricio Ramos
Title: PresidentExecutive Director and Chief Executive Officer



130




INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements of Millicom International Cellular S.A. at December 31, 20192021 and 20182020 and for the Years Ended December 31, 2019, 20182021, 2020 and 20172019
Report of independent registered public accounting firm
Consolidated statement of income for the years ended December 31, 2019, 20182021, 2020 and 20172019
Consolidated statement of comprehensive income for the years ended December 31, 2019, 20182021, 2020 and 20172019
Consolidated statement of financial position at December 31, 20192021 and 20182020
Consolidated statement of cash flows for the years ended December 31, 2019, 20182021, 2020 and 20172019
Consolidated statement of changes in equity for the years ended December 31, 2019, 20182021, 2020 and 20172019
Notes to the audited consolidated financial statements



F-1
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, 20192021 and 2018,2020, 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, 2019,2021, 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, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, 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, 2019,2021, 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 February 28, 2020March 1, 2022 expressed an unqualified opinion thereon.

Adoption of IFRS 16 “Leases”

As discussed in the Introduction to the consolidated financial statements, the Group changed its method of accounting for leases, including for their classification and measurement, effective January 1, 2019 due to the adoption of IFRS 16 “Leases”. See below for discussion of our related critical audit matter.


Adoption of IFRS 15 “Revenue from Contracts with Customers” and IFRS 9 “Financial Instruments"

As disclosed in the Introduction to the consolidated financial statements, the Group changed its method of accounting for revenue from contracts with customers and for the classification, measurement, recognition and impairments of financial assets and financial liabilities as well as hedge accounting effective January 1, 2018 due to the adoption of IFRS 15 “Revenue from Contracts with Customers” and IFRS 9 “Financial Instruments”, respectively.


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- 2F-2




Revenue recognition
Impairment testing of Goodwill
Description of the Matter
As of December 31, 2021, the Group’s goodwill balance was USD 4,884 million. As described in Note B.1.1E.1.5 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 Group’s revenue, amongst others, includes bundled offers (e.g., sales of telecom services and sale of handsets) and principal vs. agent considerations (i.e., some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer). carrying value may be impaired.

Auditing bundled offers was especially challenging andmanagement’s goodwill impairment testing involved complex auditor judgment because these arrangements involve multiple deliverablesmanagement and elements which require the identification of separate performance obligations and allocation of the transaction price to those obligations, which is recognized in accordance with the transfer of goods or services to customers in an amount that reflects their relative stand-alone selling prices (e.g. the revenue from the sale of telecom services is recognized over time and the revenue from the sale of handsets is recognized at a point in time). In addition, auditing Principal vs. Agent considerations was especially challenging and involved auditor judgment to determine whether the Group 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). In addition, auditing the information technology infrastructure used by the Group to capture complete and accurate information (e.g. the set-up of customer accounts, pricing data, segregation of duties, reconciliation from billing system to the general ledger) to recognize revenues was especially challenging. There were challenges in obtaining an understanding of the structure of the complex systems and processes used to capture the large volumes of customer data. Furthermore, judgment was required to evaluate the relevant data that was captured and aggregated, and to assess the sufficiency of the audit evidence obtained.


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 controls over the accounting for bundled offers (including identification of separate performance obligations and allocation of the transaction price to those obligations) and Principal vs. Agent considerations. Our audit procedures also included assessing the overall IT control environment and the IT controls in place, assisted by our information technology professionals. We also evaluated the design and tested the operating effectiveness of controls around access rights, system development, program changes and IT dependent business controls to establish that changes to the system were appropriately authorized, developed, and implemented including those over: set-up of customer accounts, pricing data, segregation of duties and the linkage to usage data that drives revenue recognition. In addition, we tested the end-to-end reconciliation from the billing systems to the general ledger. We also tested journal entries processed between the billing systems and general ledger. We assessed the accounting for credits and discounts and tested the accuracy of customer invoices. We assessed the assumptions used by management to determine the allocation of the transaction price, after consideration of these credits and discounts, to telecom services and handsets and tested the stand-alone selling prices. We obtained a sample of customer contracts, including modifications to the contracts, and compared customer contract terms to the revenue systems. We evaluated management’s Principal vs. Agent considerations and conclusions. We assessed the adequacy of the Group’s disclosures in respect to the accounting policies on revenue recognition.




F- 3


Adoption of IFRS 16, leases
Description of the Matter
As discussed above and in the Introduction and Note C.4 to the consolidated financial statements, the Group adopted IFRS 16, Leases, using the modified retrospective approach. At the transition date, the Group recognized lease liabilities measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2019. The right-of-use asset was measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments. Upon adoption, the Group recognized lease liabilities of USD 898 million and right-of-use assets of USD 856 million, including reclassification of liabilities and assets previously recorded under capital leases.

The application of IFRS 16 effective from January 1, 2019 was especially challenging and involved complex auditor judgment particularly regarding assessing management’s determination of a complete population of the Group’s leases, estimation and evaluation of the incremental borrowing rates for each of the leases (including consideration of industry, country and credit risks) and estimation of the useful lives, including consideration of renewal options. These assumptions have a significant effect on the right-of-use asset, on the lease liability and the depreciation and financing costs.



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 controls over the completeness and accuracy of the Group’s lease population, valuation and recognition of the right-of-use asset and the lease liability and the Group’s determination of their underlying assumptions (including renewal assumptions and estimation of the incremental borrowing rate). In addition, we inspected a sample of the lease agreements, including modifications, and we assessed management’s assumptions regarding lease renewal periods including its determination that it was highly probable that the leases would be renewed. Regarding the incremental borrowing rates, we involved our valuation specialists to assist with our audit procedures to test management’s assumptions and risk considerations as described above used in the measurement process. We also assessed the adequacy of the Group’s disclosures in respect of the adoption of IFRS 16.




F- 4


Accounting for Business Combinations
Description of the Matter
As described in Note A.1.2 of the consolidated financial statements, the Group acquired control over, and therefore consolidated Cable Onda S.A. (“Cable Onda”) in Panama for net consideration of USD 956 million, Telefonica Celular de Nicaragua S.A. in Nicaragua (“Telefonica Nicaragua”) for net consideration of USD 430 million, as adjusted, and Telefonica Moviles Panama S.A. in Panama (“Telefonica Panama”) for net consideration of USD 594 million as of December 13, 2018, May 16, 2019 and August 29, 2019, respectively. These transactions were accounted for as business combinations. The purchase accounting of Cable Onda was provisional as of December 31, 2018 and had been finalized as of December 31, 2019. Management has determined the purchase accounting for Telefonica Nicaragua and Telefonica Panama on a provisional basis as of December 31, 2019.

Auditing the business combinations was especially challenging and involved complex auditor judgment due to the significant estimation requiredassumptions used to determine the fair valuerecoverable values of each of the acquired identifiable assets.Group’s CGUs. For example, the fair value estimates associated with the customer lists,recoverable values based on value-in-use, determined using estimatedthe method of discounted cash flows, were sensitive to significant assumptions, such as the discount rate, churn rate andprojected EBITDA margin, whichCAPEX 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 particularly those in the emerging markets of Latin America. In addition, auditing the purchase accounting of the acquisitions required the involvement of valuation specialists to assist with our procedures of auditing the fair value of the acquired identifiable assets and the related assumptions.

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 accounting for business combinations.impairment testing. For example, we tested controls over management’s evaluation of the purchase contracts for terms and conditions that would impact the accounting and the identification, recognition and measurement of the intangible assets, including the controls over the determination of the underlying models and the significant assumptions used in the discounted cash flows to develop estimatesthe recoverable values of value.each of the Group’s CGUs. Our audit procedures also included among others, inspecting the purchase agreementsbusiness plans used in the impairment analysis, comparing the plans to those used in other areas of the audit and evaluating the terms and conditions and management’s accounting for such terms and conditions in its purchase price allocation.methodology used. We involved our valuation specialists to assist with our audit procedures to test the estimateddiscounted cash flows and management’s valuation methodologies and assumptions discussed above which were used to determine the fair value of the acquired identifiable assets and assumed liabilities. In addition,assumptions. For example, our valuation specialists assisted us in assessing whethercomparing the underlyingsignificant assumptions used by management were consistentlisted above with publicly available information and external market data.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.




F-3

F- 5



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. At December 31, 2019,2021, the tax risks exposure of the Group's subsidiaries is estimated at USD 300343 million, for which provisions of USD 5069 million have been recorded in tax liabilities. The Group's share of tax exposure and provisions in its joint ventures amounts to USD 4968 million and USD 43 million, respectively.


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

examination.
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. 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. 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. We also evaluated the adequacy of the Group’s disclosures.




F-4


Accounting for business combination
Description of the Matter
As described in Note A.1.2 to the consolidated financial statements, the Group acquired control over the remaining 45% equity interests in its former joint venture in Guatemala (“Tigo Guatemala”) as of November 12, 2021 for USD 2.2 billion. Since this date, the Group fully consolidates Tigo Guatemala. The acquisition was accounted for under the purchase method of accounting. Millicom is currently determining the fair values of Tigo Guatemala’s identifiable assets and liabilities, and the purchase accounting is still provisional as of December 31, 2021.

Auditing the Company’s accounting for its acquisition of Tigo Guatemala was complex due to the overall significance of the acquisition and the estimation uncertainty in determining the provisional values and the related disclosures to be included in the consolidated financial statements as of December 31, 2021. For instance, the Company estimated the provisional values based on the current carrying values of intangibles as identified at the date of the deconsolidation of Tigo Guatemala and the commencement of the accounting for the investment under the equity method in a prior year.
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 accounting for business combinations. For example, we tested controls over management’s evaluation of the purchase contract for terms and conditions that would impact the accounting and the identification, recognition and measurement of the property, plant and equipment and the intangible assets, including the controls over the determination of the significant assumptions used to develop estimates of fair value. Our audit procedures included, among others, inspecting the purchase contract and evaluating the terms and conditions and management’s accounting for such terms and conditions in its purchase accounting. We tested the Company’s underlying data used by the Group to determine the provisional numbers based on the current carrying values of intangibles as identified at the date of the deconsolidation of Tigo Guatemala and the commencement of the accounting for the investment under the equity method. We evaluated the adequacy of the Group’s disclosures.

/s/ Ernst & Young
Société anonyme
Cabinet de révision agréé
We have served as the Group’s auditor since 2012.
PCAOB ID 1367


Luxembourg, Grand Duchy of Luxembourg
February 28, 2020March 1, 2022






F- 6F-5

Consolidated Statement of Income
Forfinancial statements for the years ended
December 31, 2019, 20182021, 2020 and 2017
2019
logolasta01.jpgtigo-20211231_g9.jpg

Consolidated statement of income for the years ended December 31, 2019, 20182021, 2020 and 20172019

Notes2021(i)20202019
(US$ millions)
RevenueB.1.4,6174,1714,336
Cost of salesB.2.(1,302)(1,171)(1,201)
Gross profit3,3163,0003,135
Operating expensesB.2.(1,677)(1,505)(1,604)
DepreciationE.2.2., E.3.(878)(890)(825)
AmortizationE.1.3.(318)(318)(275)
Share of profit in joint venturesA.2.210171179
Other operating income (expenses), netB.2.6(12)(34)
Operating profitB.3.659446575
Interest and other financial expensesC.3.3., E.3.(531)(624)(564)
Interest and other financial incomeC.3.1.231320
Revaluation of previously held interests in GuatemalaA.1.2.670
Other non-operating (expenses) income, netB.5., C.7.3.(50)(106)227
Profit (loss) from other joint ventures and associates, netA.3.(39)(1)(40)
Profit (loss) before taxes from continuing operations732(271)218
Tax (charge) credit, netB.6.(189)(102)(120)
Profit (loss) from continuing operations543(373)97
Profit (loss) from discontinued operations, net of taxE.4.2.(12)57
Net profit (loss) for the period542(385)154
Attributable to:
Owners of the Company590(344)149
Non-controlling interestsA.1.4.(48)(41)5
Earnings (loss) per common share for profit (loss) attributable to the owners of the Company
Basic and diluted (US$ per common share) (ii)
— from continuing operations5.84(3.28)0.92
— from discontinued operations(0.12)0.56
— TotalB.7.5.84(3.40)1.48
(i)    Tigo Guatemala is fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details. As a result, numbers might not be directly comparable with previous years' figures.
 Notes20192018 (i)2017 (i)
  (US$ millions)
RevenueB.1.4,336
3,946
3,936
Cost of salesB.2.(1,201)(1,117)(1,169)
Gross profit 3,135
2,829
2,767
Operating expensesB.2.(1,604)(1,616)(1,531)
DepreciationE.2.2., E.3.(825)(662)(670)
AmortizationE.1.3.(275)(140)(142)
Share of profit in the joint ventures in Guatemala and HondurasA.2.179
154
140
Other operating income (expenses), netB.2.(34)75
69
Operating profitB.3.575
640
632
Interest and other financial expensesC.3.3., E.3.(564)(367)(389)
Interest and other financial income 20
21
16
Other non-operating (expenses) income, netB.5., C.7.3.227
(39)(2)
Profit (loss) from other joint ventures and associates, netA.3.(40)(136)(85)
Profit (loss) before taxes from continuing operations 218
119
172
Charge for taxes, netB.6.(120)(112)(162)
Profit (loss) for the year from continuing operations 97
7
10
Profit (loss) from discontinued operations, net of taxE.4.2.57
(33)60
Net profit (loss) for the year 154
(26)69
Attributable to:    
The owners of Millicom 149
(10)87
Non-controlling interestsA.1.4.5
(16)(17)
Earnings (loss) per common share for profit (loss) attributable to the owners of the Company:    
Basic (US$ per common share):    
— from continuing operations 0.92
0.23
0.27
— from discontinued operations 0.56
(0.33)0.59
— totalB.7.1.48
(0.10)0.86
Diluted (US$ per common share):    
— from continuing operations 0.92
0.23
0.27
— from discontinued operations 0.56
(0.33)0.59
TotalB.7.1.48
(0.10)0.86
(ii) There are no dilutive potential ordinary shares.
(i)
Re-presented for discontinued operations (shown in note A.4.) 2018 and 2017 were not restated for the application of IFRS 16, and, additionally, 2017 was not restated for the application of IFRS 15 and IFRS 9, as the Group elected the modified retrospective approach.



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



F-6
F- 7

Consolidated Statement of Comprehensive Income
Forfinancial statements for the years ended
December 31, 2019, 20182021, 2020 and 2017

2019
logolasta01.jpgtigo-20211231_g9.jpg


Consolidated statement of comprehensive income for the years ended December 31, 2019, 20182021, 2020 and 20172019

2021 (i)20202019
(US$ millions)
Net profit (loss) for the year542(385)154
Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax:
Exchange differences on translating foreign operations(52)(19)(4)
Change in value of cash flow hedges, net of tax effects18(1)(16)
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 effects1(2)
Total comprehensive income (loss) for the period509(407)133
Attributable to:
Owners of the Company565(360)131
Non-controlling interests(57)(48)3
Total comprehensive income for the period arises from:
Continuing operations509(395)76
Discontinued operations(12)57
 20192018 (i)2017 (i)
 (US$ millions)
Net profit (loss) for the year154
(26)69
Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax:   
Exchange differences on translating foreign operations(4)(81)85
Change in value of cash flow hedges, net of tax effects(16)(1)4
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

(2)
Total comprehensive income (loss) for the year133
(108)158
Attributable to   
Owners of the Company131
(78)173
Non-controlling interests3
(30)(15)
Total comprehensive income for the period arises from:   
Continuing operations76
(102)105
Discontinued operations57
(7)52
(i)
Re-presented for discontinued operations (shown in note A.4.). 2018 and 2017 were not restated for the application of IFRS 16, and , additionally, 2017 was not restated for the application of IFRS 15 and IFRS 9, as the Group elected the modified retrospective approach.

(i)    Tigo Guatemala is fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details. As a result, numbers might not be directly comparable with previous years' figures.
The accompanying notes are an integral part of these consolidated financial statements.



F-7
F- 8

Consolidated Statement of Financial Position
Forfinancial statements for the yearyears ended
December 31, 20192021, 2020 and 2018

2019
logolasta01.jpgtigo-20211231_g9.jpg

Consolidated statement of financial position at December 31, 20192021 and 20182020

NotesDecember 31, 2021(i)December 31, 2020
(US$ millions)
ASSETS
NON-CURRENT ASSETS
Intangible assets, netE.1.7,7213,403
Property, plant and equipment, netE.2.3,1982,755
Right of use assetsE.3.1,008895
Investments in joint venturesA.2.5962,642
Investments in associatesA.3.2224
Contract costs, netF.5.85
Deferred tax assetsB.6.180197
Derivative financial instrumentsD.1.2.2127
Amounts due from non-controlling interests, associates and joint venturesG.5.2490
Other non-current assets7477
TOTAL NON-CURRENT ASSETS12,85210,114
CURRENT ASSETS
InventoriesF.2.6337
Trade receivables, netF.1.405351
Contract assets, netF.5.6931
Amounts due from non-controlling interests, associates and joint venturesG.5.42206
Prepayments and accrued income168149
Current income tax assets10496
Supplier advances for capital expenditure3521
Equity investmentsC.7.3.160
Other current assets302181
Restricted cashC.5.203199
Cash and cash equivalentsC.5.895875
TOTAL CURRENT ASSETS2,2862,307
Assets held for saleE.4.2.1
TOTAL ASSETS15,13912,422
(i)    The assets and liabilities of Tigo Guatemala are fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details. As a result, numbers might not be directly comparable with previous years' figures.
 NotesDecember 31
2019
December 31
2018 (i) (ii)
  (US$ millions)
ASSETS   
NON-CURRENT ASSETS   
Intangible assets, netE.1.3,219
2,346
Property, plant and equipment, netE.2.2,883
3,071
Right of use assetsE.3.977

Investments in joint venturesA.2.2,797
2,867
Investments in associatesA.3.25
169
Contract costs, netF.5.5
4
Deferred tax assetsB.6.200
202
Other non-current assetsG.5.104
126
TOTAL NON-CURRENT ASSETS 10,210
8,785
    
CURRENT ASSETS   
InventoriesF.2.32
39
Trade receivables, netF.1.371
343
Contract assets, netF.5.41
37
Amounts due from non-controlling interests, associates and joint venturesG.5.29
34
Prepayments and accrued income 156
129
Current income tax assets 119
108
Supplier advances for capital expenditure 22
25
Equity investments 371

Other current assets 181
124
Restricted cashC.5.155
158
Cash and cash equivalentsC.5.1,164
528
TOTAL CURRENT ASSETS 2,641
1,525
Assets held for saleE.4.2.5
3
TOTAL ASSETS 12,856
10,313

(i)
Not restated for the application of IFRS 16 as the Group elected the modified retrospective approach.
(ii)The consolidated statement of financial position at December 31, 2018 has been restated after finalization of the Cable Onda purchase accounting (note A.1.2.).















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



F-8
F- 9

Consolidated statement of financial position
Forstatements for the yearyears ended
December 31, 20192021, 2020 and 2018 (continued)

2019
logolasta01.jpgtigo-20211231_g9.jpg
Consolidated statement of financial position at December 31, 2021 and 2020

NotesDecember 31, 2021 (i)December 31, 2020
(US$ millions)
EQUITY AND LIABILITIES
EQUITY
Share capital and premiumC.1.628630
Treasury shares(60)(30)
Other reservesC.1.(594)(562)
Retained profits2,0192,365
Net profit (loss) for the year attributable to equity holders590(344)
Equity attributable to owners of the Company2,5832,059
Non-controlling interestsA.1.4.157215
TOTAL EQUITY2,7402,274
LIABILITIES
NON-CURRENT LIABILITIES
Debt and financingC.3.5,9045,578
Lease liabilitiesC.4.996897
Derivative financial instrumentsD.1.2.114
Amounts due to non-controlling interests, associates and joint venturesG.5.29
Payables and accruals for capital expenditureE.1.435485
Provisions and other non-current liabilitiesF.4.2.364328
Deferred tax liabilitiesB.6.214209
TOTAL NON-CURRENT LIABILITIES7,9147,540
CURRENT LIABILITIES
Debt and financingC.3.1,840113
Lease liabilitiesC.4.171123
Put option liabilityC.7.4.290262
Derivative financial instrumentsD.1.2.1
Payables and accruals for capital expenditure452345
Other trade payables347334
Amounts due to non-controlling interests, associates and joint venturesG.5.74311
Accrued interest and other expenses539445
Current income tax liabilities12871
Contract liabilitiesF.5.9790
Provisions and other current liabilitiesF.4.1.546511
TOTAL CURRENT LIABILITIES4,4852,608
Liabilities directly associated with assets held for saleE.4.2.
TOTAL LIABILITIES12,39910,148
TOTAL EQUITY AND LIABILITIES15,13912,422

(i)    The assets and liabilities of Tigo Guatemala are fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details. As a result, numbers might not be directly comparable with previous years' figures.

 NotesDecember 31
2019
December 31
2018 (i) (ii)
  (US$ millions)
EQUITY AND LIABILITIES   
EQUITY   
Share capital and premiumC.1.633
635
Treasury shares (51)(81)
Other reservesC.1.(544)(538)
Retained profits 2,222
2,535
Profit (loss) for the year attributable to equity holders 149
(10)
Equity attributable to owners of the Company 2,410
2,542
Non-controlling interestsA.1.4.271
251
TOTAL EQUITY 2,680
2,792
    
LIABILITIES   
NON-CURRENT LIABILITIES   
Debt and financingC.3.5,786
4,123
Lease liabilitiesC.4.967

Derivative financial instrumentsD.1.2.17

Amounts due to non-controlling interests, associates and joint venturesG.5.337
135
Provisions and other non-current liabilitiesF.4.2.383
351
Deferred tax liabilitiesB.6.279
236
TOTAL NON-CURRENT LIABILITIES 7,770
4,845
    
CURRENT LIABILITIES   
Debt and financingC.3.186
458
Lease liabilitiesC.4.97

Put option liabilityC.7.4.264
239
Derivative financial instrumentsD.1.2.

Payables and accruals for capital expenditure 348
335
Other trade payables 289
282
Amounts due to non-controlling interests, associates and joint venturesG.5.161
348
Accrued interest and other expenses 432
381
Current income tax liabilities 75
55
Contract liabilitiesF.5.82
87
Provisions and other current liabilitiesF.4.1.474
492
TOTAL CURRENT LIABILITIES 2,406
2,676
Liabilities directly associated with assets held for saleE.4.2.

TOTAL LIABILITIES 10,176
7,521
TOTAL EQUITY AND LIABILITIES 12,856
10,313
(i)
Not restated for the application of IFRS 16 as the Group elected the modified retrospective approach.
(ii)The consolidated statement of financial position at December 31, 2018 has been restated after finalization of the Cable Onda purchase accounting (note A.1.2.).


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



F-9
F- 10

Consolidated Statement of Cash Flows
Forfinancial statements for the years ended
December 31, 2019, 20182021, 2020 and 2017
2019
logolasta01.jpgtigo-20211231_g9.jpg


Consolidated statement of cash flows for the years ended December 31, 2019, 20182021, 2020 and 20172019

Notes2021(i)20202019
(US$ millions)
Cash flows from operating activities (including discontinued operations)
Profit (loss) before taxes from continuing operations732(271)218
Profit (loss) before taxes from discontinued operationsE.4.2.(12)59
Profit (loss) before taxes731(283)276
Adjustments to reconcile to net cash:
Interest expense on leases131156157
Interest expense on debt and other financing400468408
Interest and other financial income(23)(13)(20)
Adjustments for non-cash items:
Depreciation and amortization1,1961,2081,111
Share of net profit in joint venturesA.2.(210)(171)(179)
(Gain) loss on disposal and impairment of assets, netB.2., E.4.2.(6)20(40)
Share-based compensationC.1.172430
Revaluation of previously held interest in GuatemalaA.1.2.(670)
Loss from other joint ventures and associates, netA.3.39140
Other non-cash non-operating (income) expenses, netB.5.50106(227)
Changes in working capital:
Decrease (increase) in trade receivables, prepayments and other current assets, net(93)(43)(119)
Decrease (increase) in inventories9(6)11
Increase (decrease) in trade and other payables, net640(61)
Increase (decrease) in contract assets, liabilities and costs, net(5)8(2)
Total changes in working capital(81)(2)(172)
Interest paid on leases(140)(151)(141)
Interest paid on debt and other financing(355)(411)(344)
Interest received41115
Taxes paid(127)(142)(114)
Net cash provided by operating activities956821801
Cash flows from (used in) investing activities (including discontinued operations):
Acquisition of subsidiaries, joint ventures and associates, net of cash acquiredA.1.(2,000)10(1,014)
Financing exit from the Ghana joint ventureA.2.2.(37)
Net proceeds from disposal of subsidiaries and associates, net of cash disposed3010111
Purchase of intangible assets and licensesE.1.4.(135)(202)(171)
Purchase of property, plant and equipmentE.2.3.(740)(622)(736)
Proceeds from sale of property, plant and equipmentE.3.11924
Proceeds from disposal of equity investments, net of costs16319725
Dividends and dividend advances received from joint venturesA.2.2.1371237
Transfer to pledge depositsC.5.3.(33)
Cash (used in) provided by other investing activities, netD.1.2.263220
Net cash used in investing activities(2,703)(495)(1,502)
Cash flows from financing activities (including discontinued operations):

 Notes20192018(i)2017(i)
  (US$ millions)
Cash flows from operating activities (including discontinued operations)    
Profit before taxes from continuing operations 218
119
172
Profit (loss) before taxes from discontinued operationsE.4.2.59
(29)55
Profit before taxes 276
91
227
Adjustments to reconcile to net cash:    
(Finance) Lease interest expense 157
91
64
Financial interest expense 408
282
352
Interest and other financial income (20)(21)(16)
Adjustments for non-cash items:    
Depreciation and amortization 1,111
830
879
Share of profit in Guatemala and Honduras joint venturesA.2.(179)(154)(140)
(Gain) on disposal and impairment of assets, netB.2., E.4.2.(40)(37)(99)
Share based compensationC.1.30
22
22
Transaction costs assumed by Cable OndaA.1.2.
30

Loss from other joint ventures and associates,netA.3.40
136
85
Other non-cash non-operating (income) expenses, netB.5.(227)40
(2)
Changes in working capital: 





Decrease (increase) in trade receivables, prepayments and other current assets,net (119)(128)5
Decrease in inventories 11
2
16
Increase (decrease) in trade and other payables, net (61)69
(82)
Changes in contract assets, liabilities and costs, net (2)(9)
Total changes in working capital (172)(66)(61)
Interest paid on (finance) leases (141)(89)(84)
Interest paid on debt and other financing (344)(229)(288)
Interest received 15
20
16
Taxes (paid) (114)(153)(132)
Net cash provided by operating activities 801
792
820
Cash flows from (used in) investing activities (including discontinued operations):    
Acquisition of subsidiaries, joint ventures and associates, net of cash acquiredA.1.(1,014)(953)(22)
Proceeds from disposal of subsidiaries and associates, net of cash disposedE.4.2., A.3.2.111
176
22
Purchase of intangible assets and licensesE.1.4.(171)(148)(133)
Proceeds from sale of intangible assets 

4
Purchase of property, plant and equipmentE.2.3.(736)(632)(650)
Proceeds from sale of property, plant and equipmentC.3.4.24
154
179
Proceeds from disposal of equity investment, net of costs 25


Dividends received from joint venturesA.2.2.237
243
203
Settlement of financial derivative instruments 
(63)
Cash (used in) provided by other investing activities, netD.1.2.20
24
31
Net cash used in investing activities (1,502)(1,199)(367)
F-10


F- 11

Consolidated statement of cash flows
Forfinancial statements for the years ended
December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Notes2021(i)20202019
Proceeds from debt and other financingC.6.3,1131,4702,900
Repayment of debt and other financingC.6.(1,335)(1,744)(1,157)
Loan repayment from (advanced to) joint ventureG.5.193(193)
Lease capital repaymentC.6.(137)(116)(107)
Advances and dividends paid to non-controlling interestsA.1./A.2.(6)(5)(13)
Share repurchase program(50)(10)
Dividends paid to owners of the CompanyC.2.0(268)
Net cash provided by (used in) financing activities1,777(598)1,355
Exchange impact on cash and cash equivalents, net(10)(17)(8)
Net (decrease) increase in cash and cash equivalents20(289)645
Cash and cash equivalents at the beginning of the year8751,164528
Effect of cash in disposal group held for saleE.4.2.0(9)
Cash and cash equivalents at the end of the year8958751,164
(i)    The cash flows of Tigo Guatemala are fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details. As a result, numbers might not be directly comparable with previous years' figures.
 Notes20192018(i)2017(i)
     
Cash flows from financing activities (including discontinued operations):    
Proceeds from debt and other financingC.3.2,900
1,155
996
Repayment of debt and other financingC.3.(1,157)(530)(1,176)
(Finance) Lease capital repayment (107)(17)(19)
Advances for, and dividends paid to non-controlling interestsA.1./A.2.(13)(2)
Dividends paid to owners of the CompanyC.2.(268)(266)(265)
Net cash provided by (used in) financing activities 1,355
341
(464)
Exchange impact on cash and cash equivalents,net (8)(33)4
Net (decrease) increase in cash and cash equivalents 645
(98)(8)
Cash and cash equivalents at the beginning of the year 528
619
646
Effect of cash in disposal group held for saleE.4.2.(9)6
(19)
Cash and cash equivalents at the end of the year 1,164
528
619

(i)
Re-presented for discontinued operations (shown in note A.4. and E.4.2.). 2018 and 2017 were not restated for the application of IFRS 16, and , additionally,2017 was not restated for the application of IFRS 15 and IFRS 9, as the Group elected the modified retrospective approach.




































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



F-11

F- 12

Consolidated Statement of Changes in Equity
Forfinancial statements for the years ended
December 31, 2019, 20182021, 2020 and 2017
2019
logolasta01.jpgtigo-20211231_g9.jpg

Consolidated statement of changes in equity for the years ended December 31, 2019, 20182021, 2020 and 20172019
Number of shares (000’s)Number of shares held by the Group (000’s)Share capital(i)Share premium (i)Treasury sharesRetained profits(ii)Other reserves (iii)TotalNon- controlling interestsTotal equity
(US$ millions)
Balance on January 1, 2019101,739(914)153482(81)2,525(538)2,5422512,792
Total comprehensive income for the period149(19)1313133
Dividends (iv)(267)(267)(267)
Dividends to non controlling interests(1)(1)
Purchase of treasury shares (vii)(132)(12)4(8)(8)
Share based compensation (v)2929130
Issuance of shares under share-based payment schemes465(2)41(12)(25)11
Effect of restructuring in Tanzania (vi)(27)9(18)18
Balance on December 31, 2019101,739(581)153480(51)2,372(544)2,4092712,680
Total comprehensive income for the year(344)(15)(360)(48)(407)
Dividends (iv)
Dividends to non controlling interest(8)(8)
Purchase of treasury shares(467)(19)3(16)(16)
Share based compensation (v)242424
Issuance of shares under share-based payment schemes521(2)40(11)(26)11
Balance on December 31, 2020101,739(526)153478(30)2,020(562)2,0592152,274
Total comprehensive income for the year590(25)565(57)509
Dividends (iv)
Dividends to non controlling interests(3)(3)
Purchase of treasury shares(vii)(1,471)(56)2(54)(54)
Share based compensation(v)1818119
Issuance of shares under share-based payment schemes459(2)262(25)11
Change in scope of consolidation (viii)(5)(5)(5)
Balance on December 31, 2021101,739(1,538)153476(60)2,609(594)2,5831572,740
(i)Share capital and share premium – see note C.1.
(ii)Retained profits – includes profit for the year attributable to equity holders, of which $486 million (2020: $310 million; 2019: $306 million) are not distributable to equity holders.
(iii)Other reserves – see note C.1.

F-12

 Number of shares (000’s)Number of shares held by the Group (000’s)Share capital(i)Share premiumTreasury sharesRetained profits(ii)Other reserves (iii)TotalNon- controlling interestsTotal equity
 (US$ millions)  
Balance on January 1, 2017101,739
(1,395)153
485
(123)3,215
(562)3,167
201
3,368
Total comprehensive income for the year




86
87
173
(15)158
Dividends (iv)




(265)
(265)
(265)
Purchase of treasury shares
(32)

(3)

(3)
(3)
Share based compensation (v)





22
22

22
Issuance of shares under share-based payment schemes
233

(1)21
1
(18)1

1
Balance on December 31, 2017101,739
(1,195)153
484
(106)3,035
(472)3,096
185
3,281
Adjustment on adoption of IFRS 15 and IFRS 9 (net of tax) (viii)




10

10
(4)6
Total comprehensive income for the year




(10)(68)(78)(30)(108)
Dividends (iv)




(266)
(266)
(266)
Dividends to non controlling interest







(13)(13)
Purchase of treasury shares
(70)

(6)

(6)
(6)
Share based compensation (v)





22
22

22
Issuance of shares under share-based payment schemes
351

(2)31
(5)(22)2

2
Effect of acquisition of Cable Onda (vii)







113
113
Put option reserve(vii)




(239)
(239)
(239)
Balance on December 31, 2018101,739
(914)153
482
(81)2,525
(538)2,542
251
2,792
Total comprehensive income for the year




149
(19)131
3
133
Dividends (iv)




(267)
(267)
(267)
Dividends to non controlling interest







(1)(1)
Purchase of treasury shares
(132)

(12)4

(8)
(8)
Share based compensation (v)





29
29
1
30
Issuance of shares under share-based payment schemes
465

(2)41
(12)(25)1

1
Effect of restructuring in Tanzania(vi)




(27)9
(18)18

Balance on December 31, 2019101,739
(581)153
480
(51)2,372
(544)2,409
271
2,680
(i)Consolidated financial statements for the years ended
December 31, 2021, 2020 and 2019
Share capital and share premium – see note C.1. tigo-20211231_g9.jpg
(ii)Retained profits – includes profit for the year attributable to equity holders, of which $306 million (2018: $324 million; 2017: $345 million) are not distributable to equity holders.
(iii)
Other reserves – see note C.1.
(iv)Dividends – see note C.2.
(v)Share-based compensation – see note C.1.
(vi)Effect of the restructuring in Tanzania A.1.2.
(vii)During the year ended December 31, 2021, Millicom repurchased 1,369,284 shares (2020: 350,000 shares), for a total amount of $50 million (2020: 10 million, 2019: nil) and withheld approximately 102,000 shares (2020: 117,000) for settlement of tax obligations on behalf of employees under share-based compensation plans.
(viii)Cloud 2 Nube S.A. was a subsidiary owned by the Group at 55% and already fully consolidated as Millicom had control over it. As a result, in accordance with IFRS 10, the acquisition of the remaining 45% in Cloud 2 Nube S.A. 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 $5 million.

















































(iv)
Dividends – see note C.2.
(v)
Share-based compensation – see note C.1.
(vi)Effect of the restructuring in Tanzania A.1.2.
(vii)
Effect of the acquisition of Cable Onda S.A. See notes A.1.2. and C.7.4. for further details. The consolidated statement of changes in equity at December 31, 2018 has been restated after finalization of the Cable Onda purchase accounting (note A.1.2.).
(viii)“IFRS 15, “Revenue from contracts with customers” and IFRS 9, “Financial Instruments” were adopted effective January 1, 2018 using the modified retrospective method. The impact of adoption was recorded as an adjustment to retained profits.
The accompanying notes are an integral part of these consolidated financial statements.



F-13
F- 13

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017
2019
logolasta01.jpgtigo-20211231_g9.jpg

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 an international telecommunications and media group providing digital lifestyle services in emerging markets, through mobile and fixed telephony, cable, broadband, Pay-TV in Latin America (Latam) and Africa.
The Company’s shares are traded as Swedish Depositary Receipts on the Stockholm stock exchange under the symbol TIGO SDBTIGO_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 November 14, 2019, Millicom's historical principal shareholder, Kinnevik AB, distributed its entire (approximately 37% of Millicom's outstanding shares) shareholding in Millicom to its own shareholders through a share redemption plan. Since that date, Kinnevik is no longer a related party or shareholder in Millicom.
On February 24, 2020,25, 2022, 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), and in Africa (Ghana and Tanzania)(Tanzania).
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 Latam countries.
On December 31, 2015,November 12, 2021, Millicom deconsolidatedannounced that it has closed the previously-announced agreement to acquire the remaining 45% equity interest in its operationsjoint venture business in Guatemala (collectively, "Tigo Guatemala"). As a result, Millicom owns 100% equity interest in Tigo Guatemala and Honduras which are,fully consolidates it since that datedate. As a result, the statements of income, cash flows and for accounting purposes, underfinancial position in these consolidated financial statements might not be directly comparable with previous years' figures.
When preparing and disclosing its segment information, the Group includes Honduras and Guatemala in the Latin America (Latam) segment figures as if they are fully consolidated by the Group, as this reflects the way management reviews and uses internally reported information to make decisions (see note B.3. Segmental information). The Tigo Guatemala acquisition has no impact on the way we present our Latin America segment because it included our Guatemala joint control.venture as if it was already fully consolidated.
Millicom also provides Mobile Financial Services (MFS) and holds investments in online/e-commerce businesses in several countries in Africa (Jumia), in a tower infrastructure company in Africa (Helios Towers), as well as other small minority investments in other businesses such as micro-insurance (Milvik).
COVID-19 - Qualitative and quantitative assessment on business activities, financial situation and economic performance
Impact on our markets and business
During 2021, economic activity recovered in our markets as most countries eased the lockdowns implemented at the beginning of the pandemic, and remittances from the U.S. to Central America sustained double-digit growth year-on-year. Meanwhile, vaccination rates were above 50% in Colombia, Costa Rica, El Salvador and Panama and were below 30% in Guatemala. Some countries experienced spikes in the number of COVID cases during the last semester, but governments generally refrained from imposing strict lockdowns, choosing instead to use curfews or voluntary quarantine programs, which had a negligible effect on commercial activity.
As of December 31, 2021, and for the year ended December 31, 2021, management did not identify any significant adverse accounting effects as a result of the pandemic.



F-14

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg

IFRS Consolidated Financial Statements
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the IASB (IFRS). They are also compliant with International Financial Reporting Standards as adopted by the European Union. This is in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of July 19, 2002, on the application of international accounting standards for listed companies domiciled in the European Union.
The financial statements have been prepared on an 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), and, up to December 31, 2018 prior to the adoption of IFRS 16 'Leases', property, plant and equipment under finance leases (initially measured at the lower of fair value and present value of the future minimum lease payments).
This section contains the Group’s significant accounting policies that relate to the financial statements as a whole. Significant accounting policies specific to one note are included within that note. Accounting policies relating to non-material items are not included in these financial statements.
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.
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


F- 14

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

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”.
(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-15

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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The following table presents functional currency translation rates for the Group’s locations to the US dollar on December 31, 2019, 20182021, 2020 and 20172019 and the average rates for the years ended December 31, 2019, 20182021, 2020 and 2017.2019.
Exchange Rates to the US DollarFunctional Currency2019 Year-end Rate2018 Year-end RateChange %2019 Average Rate2018 Average RateChange %2017 Average RateExchange Rates to the US DollarFunctional Currency2021 Year-end Rate2020 Year-end RateChange %2021 Average Rate2020 Average RateChange %2019 Average Rate
BoliviaBoliviano (BOB)6.91
6.91
 %6.91
6.91
%6.91
BoliviaBoliviano (BOB)6.91 6.91 — %6.91 6.91 — %6.91 
ChadCFA Franc (XAF)n/a
580
n/a
n/a
571
n/a
588
ColombiaPeso (COP)3,277
3,250
0.8 %3,296
2,973
10.9%2,961
ColombiaPeso (COP)3,981 3,433 (13.8)%3,756 3,695 (1.6)%3,296 
Costa RicaCosta Rican Colon (CRC)576
608
(5.2)%588
578
1.8%571
Costa RicaCosta Rican Colon (CRC)645 617 (4.3)%625 590 (5.6)%588 
El SalvadorUS dollarn/a
n/a
n/a
n/a
n/a
n/a
n/a
El SalvadorUS dollarn/a
GhanaCedi (GHS)5.73
4.82
18.9 %5.33
4.63
15.0%4.36
GhanaCedi (GHS)6.18 5.87 (5.1)%5.94 5.75 (3.2)%5.33 
GuatemalaQuetzal (GTQ)7.70
7.74
(0.5)%7.71
7.52
2.5%7.36
GuatemalaQuetzal (GTQ)7.72 7.79 1.0 %7.74 7.73 (0.1)%7.71 
HondurasLempira (HNL)24.72
24.42
1.2 %24.59
23.99
2.5%23.58
HondurasLempira (HNL)24.43 24.20 (1.0)%24.12 24.65 2.2 %24.59 
LuxembourgEuro (EUR)0.89
0.87
2.5 %0.89
0.85
5.1%0.89
LuxembourgEuro (EUR)0.88 0.82 (6.9)%0.85 0.87 3.4 %0.89 
NicaraguaCordoba (NIO)33.84
32.33
4.7 %33.12
31.55
5.0%30.05
NicaraguaCordoba (NIO)35.52 34.82 (2.0)%35.17 34.34 (2.4)%33.12 
PanamaBalboa (B/.) (i)n/a
n/a
n/a
n/a
n/a
n/a
n/a
PanamaBalboa (B/.) (i)n/a
ParaguayGuarani (PYG)6,453
5,961
8.3 %6,232
5,743
8.5%5,626
ParaguayGuarani (PYG)6,886 6,900 0.2 %6,790 6,758 (0.5)%6,232 
SwedenKrona (SEK)9.365
8.85
5.8 %9.43
8.71
8.3%8.53
SwedenKrona (SEK)9.05 8.23 (9.1)%8.59 9.16 6.6 %9.43 
TanzaniaShilling (TZS)2,299
2,299
 %2,304
2,274
1.3%2,233
TanzaniaShilling (TZS)2,305 2,319 0.6 %2,313 2,312 — %2,304 
United KingdomPound (GBP)0.75
0.78
(3.3)%0.78
0.75
4.3%0.77
United KingdomPound (GBP)0.74 0.73 (1.0)%0.73 0.77 6.2 %0.78 
(i) the balboa is tied to the United States dollar at an exchange rate of 1:1.


F- 15

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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New and amended IFRS accounting standards
The following changes tonew or amended standards effective for annual periods starting on January 1, 2018 have been adopted by the Group:
IFRS 15 “Contracts with customers” establishes a five-step model related to revenue recognition from contracts with customers. Under IFRS 15, revenue is recognized at amounts that reflect the consideration that an entity expects to be entitled to in exchange for transferring goods or services to a customer. The Group adopted the accounting standard on January 1, 2018 using the modified retrospective method which had an immaterial impact on its Group financial statements. IFRS 15 mainly affects the timing of recognition of revenue as it introduces more differences between the billing and the recognition of the revenue and, in some cases, the recognition of the revenue as a principal (gross) or as an agent (net). However, it does not affect the cash flows generated by the Group.
As a consequence of adopting this Standard:
1)    some revenue is recognized earlier, as a larger portion of the total consideration received in a bundled contract is attributable to the component delivered at contract inception (i.e. typically a subsidized handset). Therefore, this produces a shift from service revenue (which decreases) to the benefit of Telephone and Equipment revenue. This results in the recognition of a Contract Asset on the statement of financial position, as more revenue is recognized upfront, while the cash will be received throughout the subscription period (which is usually between 12 to 36 months). Contract Assets (and liabilities) are reported on a separate line in current assets / liabilities even if their realization period is longer than 12 months. This is because they are realized / settled as part of the normal operating cycle of our core business.
2)    the cost incurred to obtain a contract (mainly commissions) is now capitalized in the statement of financial position and amortized over the average contract term. This results in the recognition of Contract Costs being capitalized under non-current assets on the statement of financial position.
3)    the Group recognizes revenue from its wholesale carrier business on a net basis as an agent rather than as a principal under the modified retrospective IFRS 15 transition. Except for this effect, there were no other material changes for the purpose of determining whether the Group acts as principal or an agent in the sale of products.
4)    the presentation of certain material amounts in the consolidated statement of financial position has been changed to reflect the terminology of IFRS 15:
a.    Contract assets recognized in relation to service contracts.
b.    Contract costs in relation to capitalized cost incurred to obtain a contract (mainly commissions).
c.    Contract liabilities in relation to service contracts were previously included in trade and other payables.
The Group has adopted the standard using the modified retrospective method. Hence, the cumulative effect of initially applying the Standard has been recognized as an adjustment to the opening balance of retained earnings as at January 1, 2018 and comparative financial statements have not been restated in accordance with the transitional provisions in IFRS 15. The impact on the opening balance of retained profits as at January 1, 2018 is summarized in the table set out at the end of this section.
Additionally, the Group has decided to take some of the practical expedients foreseen in the Standard, such as:
No adjustment to the transaction price for the means of a financing component 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 in the Group Financial Statements 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).
Application of the practical expedient not to disclose the price allocated to unsatisfied performance obligations, 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).
Application of the practical expedient to recognize 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.
Revenue recognition accounting principles are further described in Note B.1.1.
IFRS 9 “Financial Instruments” addresses the classification, measurement and recognition and impairments of financial assets and financial liabilities as well as hedge accounting. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortized cost. The determination is made at initial recognition. The


F- 16

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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classification depends on the Group’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. A final standard on hedging (excluding macro-hedging) was issued in November 2013 which aligns hedge accounting more closely with risk management and allows to continue hedge accounting under IAS 39. IFRS 9 also clarifies the accounting for certain modifications and exchanges of financial liabilities measured at amortized cost.
The application of IFRS 9 did not have an impact for the Group on classification, measurement and recognition of financial assets and financial liabilities compared to IAS 39, but it has an impact on impairment of trade receivables and contracts assets (IFRS 15) as well as on amounts due from joint ventures and related parties - with the application of the expected credit loss model instead of the current incurred loss model. As permitted under IFRS 9, the Group adopted the standard without restating comparatives for classification, measurement and impairment. Hence, the cumulative effect of initially applying the Standard has been recognized as an adjustment to the opening balance of retained profits at January 1, 2018. The impact on the opening balance of retained profits at January 1, 2018 is summarized in the table set out at the end of this section. Additionally, the Group continues applying IAS 39 rules with respect to hedge accounting. Finally, the clarification introduced by IFRS 9 on the accounting for certain modifications and exchanges of financial liabilities measured at amortized cost did not have an impact for the Group.
Financial instruments accounting principles are further described in Note C.7.
The application of IFRS 15 and IFRS 9 had the following impact on the Group financial statements at January 1, 2018:
FINANCIAL POSITION
$ millions
As at January 1, 2018 before applicationEffect of adoption of IFRS 15Effect of adoption of IFRS 9As at January 1, 2018 after applicationReason for the change
ASSETS     
Investment in joint ventures (non-current)2,966
27
(4)2,989
(i)
Contract costs, net (non-current) NEW
4

4
(ii)
Deferred tax asset180

10
191
(viii)
Other non-current assets113

(1)113
(iii)
Trade receivables, net (current)386

(47)339
(iv)
Contract assets, net (current) NEW
29
(1)28
(v)
LIABILITIES




Contract liabilities (current) NEW
51

51
(vi)
Provisions and other current liabilities425
(46)
379
(vii)
Deferred tax liability (non-current)56
7
(1)62
(viii)
EQUITY




Retained profits and loss for the year3,035
48
(38)3,045
(ix)
Non-controlling interests185

(5)181
(ix)
(i)    Impact of application of IFRS 15 and IFRS 9 for our joint ventures in Guatemala, Honduras and Ghana.
(ii)    This mainly represents commissions capitalized and amortized over the average contract term.
(iii)    Effect of the application of the expected credit losses required by IFRS 9 on amounts due from joint ventures.
(iv)    Effect of the application of the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.
(v)    Contract assets mainly represents subsidized handsets as more revenue is recognized upfront while the cash will be received throughout the subscription period (which is usually between 12 to 36 months).
(vi)    This mainly represents deferred revenue for goods and services not yet delivered to customers that will be recognized when the goods are delivered and the services are provided to customers. The balance also comprises revenue from the billing of subscription fees or ‘one-time’ fees at the inception of a contract that are deferred and will be recognized over the average customer retention period or the contract term.
(vii)    Reclassification of deferred revenue to contract liabilities - see previous paragraph.
(viii)    Tax effects of the above adjustments.
(ix)    Cumulative catch-up effect.

As of January 1, 2018, IFRS 9 and IFRS 15 implementations had no impact on the statement of cash flows or on EPS.


F- 17

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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The following summarizes the amount by which each financial statement line item is affected in the current reporting year by the application of IFRS 15 as compared to previous standard and interpretations:

INCOME STATEMENT
$ millions
2018
As reportedWithout adoption of IFRS 15Effect of Change Higher/(Lower)Reason for the change
Total revenue3,946
4,023
(77)(i)
Cost of sales(1,117)(1,165)48
(ii)
Operating expenses(1,616)(1,656)40
(ii)
Share of profit in the joint ventures in Guatemala and Honduras154
152
2
(iii)
Tax impact(112)(111)(1)(iv)
(i)    Mainly for adjustments for "principal vs agent" considerations under IFRS 15 for wholesale carrier business, as well as for the shift in the timing of revenue recognition due to the reallocation of revenue from service (over time) to telephone and equipment revenue (point in time).
(ii)    Mainly for the reallocation of cost for selling devices due to shift from service revenue to telephone and equipment revenue, for the capitalization and amortization of contract costs and for adjustments for "principal vs agent" under IFRS 15 for wholesale carrier business.
(iii)    Impact of IFRS 15 related to our share of profit in our joint ventures in Guatemala and Honduras.
(iv)    Tax effects of the above adjustments.
FINANCIAL POSITION
$ millions
2018
As reportedWithout adoption of IFRS 15Effect of Change Higher/(Lower)Reason for the change
ASSETS    
Investment in joint ventures (non-current)2,867
2,839
28
(i)
Contract costs, net (non-current)4

4
(ii)
Deferred tax assets202
200
2
(vi)
Contract assets, net (current)37

37
(iii)
LIABILITIES



Contract liabilities (current)87

87
(iv)
Provisions and other current liabilities492
574
(82)(v)
Current income tax liabilities55
52
3
(vi)
Deferred tax liabilities (non-current)236
229
7
(vi)
EQUITY



Retained profits and loss for the year2,525
2,468
57
(vii)
Non-controlling interests251
248
3
(vii)
(i)    Impact of application of IFRS 15 for our joint ventures in Guatemala, Honduras and Ghana.
(ii)    This mainly represents commissions capitalized and amortized over the average contract term.
(iii)    Contract assets mainly represents subsidized handsets as more revenue is recognized upfront while the cash will be received throughout the subscription period (which are usually between 12 to 36 months). Throughout the year ended December 31, 2018 no material impairment loss has been recognized.
(iv)    This mainly represents deferred revenue for goods and services not yet delivered to customers that will be recognized when the goods are delivered and the services are provided to customers. The balance also comprises the revenue from the billing of subscription fees or ‘one-time’ fees at the inception of a contract that are deferred and will be recognized over the average customer retention period or the contract term.
(v)    Reclassification of deferred revenue to contract liabilities - see previous paragraph.
(vi)    Tax effects of the above adjustments.
(vii)    Cumulative catch-up effect and IFRS 15 effect in the current year.





F- 18

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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The following changes to standards effective for annual periods starting on January 1, 2019 have been adopted by the Group:
IFRS 16 "Leases"primarily affects the accounting for the Group’s operating leases. The commitments for operating leases are now recognized as right of use assets and lease liabilities for future payments. As a result, on adoption, on January 1, 2019, an additional lease liability of $545 million has been recognized (see note C.4.). The application of the new standard decreased operating expenses by $149 million, respectively, as compared to what our results would have been if we had continued to follow IAS 17 for year ended December 31, 2019. The impact of the adoption of the leasing standard and the new accounting policies are further explained below. The application of this standard also affects the Group’s depreciation, operating and financial expenses, debt and other financing, and leverage ratios see note C.3.. The change in presentation of operating lease expenses has resulted in a corresponding increase in cash flows derived from operating activities and a decline in cash flows from financing activities.
Below you will find further details describing the impact of the adoption of IFRS 16 "Leases" on the Group’s financial statements. The amended accounting policies applied from January 1, 2019 are further disclosed in note E.3..
Explanation and effect of adoption of IFRS 16
The Group adopted the standard using the modified retrospective approach with the cumulative effect of applying the new Standard recognized in retained profits as of January 1, 2019. Its application had no significant impact on the Group's retained profits. Comparatives for the 2018 and 2017 financial statements were not restated.
On adoption of IFRS 16, the Group recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2019.
The right-of-use asset was measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to the leases recognized in the statement of financial position immediately before the date of initial application.
The weighted average incremental borrowing rate applied to the lease liabilities on January 1, 2019 was 12.3%. Each lease commitment was individually discounted using a specific incremental borrowing rate, following a build-up approach including: risk-free rates, industry risk, country risk, credit risk at cash generating unit level, currency risk and commitment’s maturity.
For leases previously classified as finance leases Millicom recognized the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application. The measurement principles of IFRS 16 are only applied after that date.
$ millions2019
Operating lease commitments disclosed as at December 31, 2018801
(Plus): Non lease components obligations57
(Less): Short term leases recognized on a straight line basis as an expense(3)
(Less): Low value leases recognized on a straight line basis as an expense(2)
(Less): Contract included in the lease commitments but with starting date in 2019 and not part of the IFRS 16 opening balances(17)
(Plus/Less): Other(9)
Gross lease liabilities828
Discounted using the lessee's incremental borrowing rate at the date of the initial application(283)
Incremental lease liabilities recognized at January 1, 2019545
(Plus): Finance lease liabilities recognized at December 31, 2018353
Lease liabilities recognized at January 1, 2019898
Of which are:
Current lease liabilities86
Non-current lease liabilities812


F- 19

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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The application of IFRS 16 affected the following items in the statement of financial position on January 1, 2019:
FINANCIAL POSITION
$ millions
As at January 1, 2019 before applicationEffect of adoption of IFRS 16As at January 1, 2019 after applicationReason for the change
ASSETS



Property, plant and equipment, net3,071(307)2,764(i)
Right-of-use asset (non-current) NEW856856(ii)
Prepayments129(6)123(iii)
LIABILITIES



Lease liabilities (non-current) NEW812812(iv)
Debt and other financing (non-current)4,123(337)3,786(v)
Lease liabilities (current) NEW8686(iv)
Debt and other financing (current)458(16)442(v)
Other current liabilities492(2)490(vi)
(i)    Transfer of previously capitalized assets under finance leases to Right-of-Use assets.
(ii)Initial recognition of Right-of-Use assets, transfer of previously recognized finance leases and of lease prepayments to the Right-of-Use asset cost at transition.
(iii)    Transfer of lease prepayments to the Right-of-Use asset cost at transition.
(iv)    Initial recognition of lease liabilities and transfer of previously recognized finance lease liabilities.
(v)    Transfer of previously recognized finance lease liabilities to new Lease liabilities accounts.
(vi)    Reclassification of provisions for onerous contracts to Right-of-Use assets.

The application of IFRS 16 has also impacted classifications within the statement of income, statement of cash flows, segment information and EPS for the period starting from January 1, 2019.
In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:
the use of a single discount rate to a portfolio of leases with reasonably similar characteristics
reliance on previous assessments on whether leases are onerous
the accounting for operating leases with a remaining lease term of less than 12 months as at January 1, 2019 as short-term leases
the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and
the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made when applying IAS 17 and IFRIC 4 Determining whether an Arrangement contains a Lease.
The following new or amended standards became applicable for the current reporting period and did not have any significant impact on the Group’s accounting policies or disclosures and did not require retrospective adjustments.
Amendments to IFRS 9 "Financial instruments" on prepayment features with negative compensation.
IFRIC 23 "Uncertainty over Income Tax Treatments" clarifies how the recognition and measurement requirements of IAS 12 Income taxes, are applied where there is uncertainty over income tax treatments.
Amendments to IAS 19 "Employee benefits" on plan amendment, curtailment or settlement.
Amendments to IAS 28 "Investments in associates" on long term interests in associates and joint ventures.
Annual improvements 2015-2017.

Amendment to IFRS 16, 'Leases' - COVID 19 Rent Concessions - effective for annual periods starting on June 1, 2020. While the Group has implemented this amendment already in 2020, the IASB (in March 2021) extended its initial application beyond June 30, 2021, by one additional year.

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark Reform - Phase 2 - effective for annual periods starting on January 1, 2021. The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate.

Main reliefs provided by the Phase 2 amendments relate to:
F- 20

Changes to contractual cash flows: That is, when changing the basis for determining contractual cash flows for financial assets and liabilities required by the reform this will not result in an immediate gain or loss in the income statement but in an update of the effective interest rate (or an update in the discount rate to remeasure the lease liability as a result of the IBOR reform), and;
Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Hedge accounting: That is, allowing hedge relationships that are directly affected by the reform to continue, though additional ineffectiveness might need to be recorded.

The Group has inventoried financial assets or liabilities (including lease liabilities), as well as hedging instruments, with IBOR features and concluded that it was not significantly exposed to this reform.
The following changes to standards whichnot yet effective are not expected to materially affect the Group, will beGroup:
Amendments effective fromfor annual periods starting on January 1, 2020:2022:
IFRS 3 'Business Combinations' - Reference to Conceptual Framework.
IAS 16 'Property, Plant and Equipment' - Proceeds before intended use.
IAS 37 'Provisions, Contingent Liabilities and Contingent Assets' - Cost of fulfilling a contract.
Annual improvements to IFRS Standards 2018-2020, affecting IFRS 1, IFRS 9, IFRS 16 and IAS 41.
Amendments effective for annual periods starting on January 1, 2023:

F-16

AmendmentsNotes to the conceptual frameworkConsolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
The IASB has revised its conceptual framework. The Framework is not an IFRS standard and does not override any standard, so nothing will change in the short term.The revised Framework will be used in future standard-setting decisions, but no changes will be made to current IFRS. Preparers might also use the Framework to assist them in developing accounting policies where an issue is not addressed by an IFRS.tigo-20211231_g9.jpg
Amendments to IAS 1, 'Presentation of Financial Statements' : These amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability. The IASB also issued 'Disclosure of Accounting Policies' with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements (not yet endorsed by the EU).
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, ‘Insurance contracts’(not yet endorsed by the EU).
IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors' - Definition of accounting estimates (not yet endorsed by the EU).
The following changes to standards are effective for annual periods starting on January 1, 2023 (not yet endorsed by the EU) and their potential impact on the Group consolidated financial statements is currently being assessed by Management:
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 recognising deferred tax for all temporary differences related to leases and decommissioning obligations at the beginning of the earliest comparative period presented.

F-17


The Group does not expect these amendments to have a material impact on the consolidated financial statements as such.
January 1, 2020
AmendmentsNotes to IAS 1, ‘Presentation of financial statements’,the Consolidated Financial Statements
For the years ended December 31, 2021, 2020
and IAS 8, ‘Accounting policies, changes in accounting estimates and errors’2019
These amendments to IAS 1, ‘Presentation of financial statements’, and IAS 8, ‘Accounting policies, changes in accounting estimates and errors’, and consequential amendments to other IFRSs: i) use a consistent definition of materiality throughout IFRSs and the Conceptual Framework for Financial Reporting; ii) clarify the explanation of the definition of material; and iii) incorporate some of the guidance in IAS 1 about immaterial information.tigo-20211231_g9.jpg

The Group does not expect this amendment to have a material impact on the consolidated financial statements.

January 1, 2020
Amendments to IFRS 3 - 'Business Combinations' - definition of a business
This amendment revises the definition of a business. According to feedback received by the IASB, application of the current guidance is commonly thought to be too complex, and it results in too many transactions qualifying as business combinations.

The Group does not expect this amendment to have a material impact on the consolidated financial statements. These amendments have not yet been endorsed by the EU.

January 1, 2020
Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform.
The IASB has embarked on a two-phase project to consider what, if any, reliefs to give from the effects of IBOR reform. For Phase 1, the IASB has issued amendments to IFRS 9, IAS 39 and IFRS 7 that provide temporary relief from applying specific hedge accounting requirements to hedging relationships directly affected by IBOR reform. The reliefs relate to hedge accounting and have the effect that IBOR reform should not generally cause hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement. Given the pervasive nature of hedges involving IBOR based contracts, the reliefs will affect companies in all industries.

The Group is currently assessing the impact of these amendments on the consolidated financial statements but do not expect it will have a material effect.
January 1, 2020
IFRS 17, ‘Insurance contracts’
This standard replaces IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts and investment contracts with discretionary participation features.

IFRS 17 will not have an impact on the consolidated financial statements. IFRS 17 has not been yet endorsed by the EU.
January 1, 2021
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:



F- 21

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Judgments
Management apply 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; as well as the accounting treatment for transaction costslives (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 alonestand-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.events, including the effects of the COVID-19 pandemic. 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, legal and tax risks (see note F.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)("WACC"), EBITDA margins, Capex intensity and long term growth rates (see note E.1.6.);

F-18

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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•    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.4.3.B.4.2.);
•    Accounting for share-based compensation in particular estimates of forfeitures and future performance criteria (see notes B.4.1., B.4.2.B.4.3.).







F- 22

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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. The Group also holds other small minority investments in other businesses such as micro-insurance (Milvik).

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. Guatemala and Honduras). In respectHonduras where we own 66.7% of the joint ventures in Guatemala and Honduras, shareholders’ agreements require unanimous consentsshares but there is a super majority requirement at the board for decisions overabout the relevant activities of these entities (see also note A.2.2.)the operation). Therefore, the Group has joint control over these entities and accounts for them under the equity method.
Our main subsidiaries are as follows:

EntityCountryActivityDecember 31, 2019December 31, 2018December 31, 2017
Latin America  In %In %In %
Telemovil El Salvador S.A. de C.V.El SalvadorMobile, MFS, Cable, DTH100100100
Millicom Cable Costa Rica S.A.Costa RicaCable, DTH100100100
Telefonica Celular de Bolivia S.A.BoliviaMobile, DTH, MFS, Cable100100100
Telefonica Celular del Paraguay S.A.ParaguayMobile, MFS, Cable, PayTV100100100
Cable Onda S.A (i).PanamaCable, PayTV, Internet, DTH, Fixed-line8080
Telefonica Moviles Panama (ii)PanamaMobile80
Telefonia Cellular de Nicaragua sa (ii)NicaraguaMobile100
Colombia Móvil S.A. E.S.P. (iii)ColombiaMobile50-1 share50-1 share50-1 share
UNE EPM Telecomunicaciones S.A.(iii)ColombiaFixed-line, Internet, PayTV, Mobile50-1 share50-1 share50-1 share
Edatel S.A. E.S.P. (iii)ColombiaFixed-line, Internet, PayTV, Cable50-1 share50-1 share50-1 share
Africa     
Sentel GSM S.A.(v)SenegalMobile, MFS100
MIC Tanzania Public Limited Company (vi)TanzaniaMobile, MFS98.5100100
Millicom Tchad S.A. (v)ChadMobile, MFS100100
Millicom Rwanda Limited (v)RwandaMobile, MFS100
Zanzibar Telecom Limited (vi)TanzaniaMobile, MFS98.58585
Unallocated     
Millicom International Operations S.A.LuxembourgHolding Company100100100
Millicom International Operations B.V.NetherlandsHolding Company100100100
Millicom LIH S.A.LuxembourgHolding Company100100100
MIC Latin America B.V.NetherlandsHolding Company100100100
Millicom Africa B.V.NetherlandsHolding Company100100100
Millicom Holding B.V.NetherlandsHolding Company100100100
Millicom International Services LLCUSAServices Company100100100
Millicom Services UK Ltd (vii)UKServices Company100100100
Millicom Spain S.L.SpainHolding Company100100100
F-19


F- 23

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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EntityCountryActivityDecember 31, 2021 % holdingDecember 31, 2020 % holdingDecember 31, 2019 % holding
Latin AmericaIn %In %In %
Telemovil El Salvador S.A. de C.V.El SalvadorMobile, MFS, Cable, DTH100100100
Millicom Cable Costa Rica S.A.Costa RicaCable, DTH100100100
Telefonica Celular de Bolivia S.A.BoliviaMobile, DTH, MFS, Cable100100100
Telefonica Celular del Paraguay S.A.ParaguayMobile, MFS, Cable, Pay-TV100100100
Cable Onda S.A (i).PanamaCable, Pay-TV, Internet, DTH, Fixed-line808080
 Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)(ii)PanamaMobile808080
Telefonia Celular de Nicaragua S.A. (ii)NicaraguaMobile100100100
Colombia Móvil S.A. E.S.P. (iii)ColombiaMobile50-1 share50-1 share50-1 share
UNE EPM Telecomunicaciones S.A.(iii)ColombiaFixed-line, Internet, Pay-TV, Mobile50-1 share50-1 share50-1 share
Edatel S.A. E.S.P. (iii)ColombiaFixed-line, Internet, Pay-TV, Cable50-1 share50-1 share50-1 share
Comunicaciones Celulares S.A. (iv) (v)GuatemalaMobile, MFS1005555
Navega.com S.A. (iv) (v)GuatemalaCable, DTH1005555
Africa
MIC Tanzania Public Limited CompanyTanzaniaMobile, MFS98.598.598.5
Zanzibar Telecom LimitedTanzaniaMobile, MFS98.598.598.5
Unallocated
Millicom International Operations S.A.LuxembourgHolding Company100100100
Millicom International Operations B.V.NetherlandsHolding Company100100100
Millicom LIH S.A.LuxembourgHolding Company100100100
MIC Latin America B.V.NetherlandsHolding Company100100100
Millicom Africa B.V.NetherlandsHolding Company100100100
Millicom Holding B.V.NetherlandsHolding Company100100100
Millicom International Services LLCUSAServices Company100100100
Millicom Services UK LtdUKServices Company100100100
Millicom Spain S.L.SpainHolding Company100100100
(i)Acquisition completed on December 13, 2018. Cable Onda S.A. is fully consolidated as Millicom has the majority of voting shares to direct the relevant activities. See note A.1.2..
(ii)Companies acquired during the year. See note A.1.2.
(iii)Fully consolidated as Millicom has the majority of voting shares to direct the relevant activities.
(i)    Acquisition completed on December 13, 2018. Cable Onda S.A. is fully consolidated as Millicom has the majority of voting shares to direct the relevant activities. See note A.1.2..
(ii)    Companies acquired during 2019. See note A.1.2..
(iii)    Fully consolidated as Millicom has the majority of voting shares to direct the relevant activities.
(iv) Merged with Airtel GhanaAcquisition completed on November 12, 2021(see Note A.1.2.). Millicom now owns 100% equity interest in October 2017Tigo Guatemala compared to 55% before the transaction. While Millicom owned more than 50% of the shares in these entities and classified as discontinuedhad the right to nominate a majority of the directors of each of these entities, key decisions over the relevant activities were taken by a super majority vote. This effectively gave either shareholder the ability to veto any decision and therefore neither shareholder had sole control over the entity. Therefore, the operations for the year then ended (see note E.4.2.). Merged entity isof these joint ventures were accounted for as a joint venture as from merger date (seeunder the equity method. See note A.2.2.).A.2.1..
(v)
Companies disposed of in 2018 or 2019. See note A.1.3.
(vi)
Change in ownership percentages as a result of the in-country restructuring . See note A.1.2.
(vii) Millicom Services UK Ltd with registered number 08330497 will take advantage of an audit exemption to prepare stand alone financial statements for the year ended December 31, 2019 as set out within section 479A(v)    Tigo Guatemala is made up of the Companies Act 2006.2 entities in the table above, but also by the following less material entities: Comunicaciones Corporativas S.A. (“COMCORP”), Servicios Innovadores de Comunicación y Entretenimiento S.A. (“SICESA”), Distribuidora de Comunicaciones de Occidente S.A. (“COOCSA”), Distribuidora de Comunicaciones de Oriente S.A. (“COORSA”), Distribuidora Internacional de Comunicaciones S.A. (“INTERNACOM”), Servicios Especializados en Telecomunicaciones S.A. (“SESTEL”), Distribuidora Central de Comunicaciones, S.A. (“COCENSA”) and Cloud 2 Nube S.A. ("C2N").



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

F-20

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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.

A.1.2. Acquisition of subsidiaries and changes in non-controlling interests in subsidiaries
Scope changes 2021
On November 12, 2021, Millicom announced that it has closed the previously-announced agreement to acquire the remaining 45% equity interest in its joint venture business in Guatemala (collectively, "Tigo Guatemala") from its local partner for $2.2 billion in cash. The acquisition has been financed through a bridge facility (see note C.3).
Millicom is currently determining the fair value of Tigo Guatemala identifiable assets and liabilities, however, this purchase accounting is still provisional at December 31, 2021, particularly in respect of the evaluation of the tangible, intangible assets, right of use assets and lease liabilities. For the purpose of the valuation of the intangible assets (excluding goodwill), the provisional numbers are based on the current carrying values of intangibles as identified at the date of the deconsolidation of Tigo Guatemala and the commencement of the accounting for the investment under the equity method. Out of these intangibles (excluding goodwill), the brand is currently recorded at $848 million and is expected to have an indefinite useful live (see note E.1).
At acquisition date - November 12, 2021Provisional fair values (100%) ($ millions)
Intangible assets (excluding goodwill)1,294
Property, plant and equipment547
Right of use assets189
Other non-current assets5
Current assets (excluding cash)245
Trade receivables42
Cash and cash equivalents199
Total assets acquired2,521
Lease liabilities205
Other debt and financing417
Other liabilities280
Total liabilities assumed901
Fair value of assets acquired and liabilities assumed, net - A1,620
Purchase consideration (45%) - B2,195
Implied fair value (100% of business) - C4,877
Carrying value of our investment in joint venture at acquisition date - D2,013
Goodwill arising on change of control - B+D-A=E2,588
Revaluation of previously held interests - C-B-D=F (i)670
Total provisional goodwill - E+F=G3,258
(i)    The acquisition has been determined as a business combination achieved in stages, requiring Millicom to remeasure its 55% previously held equity investment in Tigo Guatemala at its acquisition date fair value ($2,683 million); the resulting gain has been recognized in the statement of income under the line "Revaluation of previously held interests" and is included in the goodwill calculation (see above).

The goodwill is attributable to the workforce and the high profitability of Tigo Guatemala. It is currently not expected to be tax deductible. From November 12, 2021 to December 31, 2021, Tigo Guatemala contributed $223 million of revenue and a net profit of $43 million to the Group. If Tigo Guatemala had been acquired on January 1, 2021 incremental revenue for the year 2021 would have been $1.38 billion and incremental net profit for the same period of $147 million. Acquisition related costs included in the statement of income under operating expenses were immaterial.




F-21

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
Scope changes 2020
There were no material acquisitions in 2020.

Scope changes 2019
1. TelefonicaTelefónica CAM Acquisitions
On February 20, 2019, MIC S.A., Telefonica CentroamericaTelefónica Centroamérica and TelefonicaTelefónica, S.A. entered into 3 separate share purchase agreements (the “Telefonica“Telefónica CAM Acquisitions”) pursuant to which, subject to the terms and conditions contained therein, Millicom agreed to purchase 100% of the shares of Telefonica Moviles Panama,Telefónica Móviles Panamá, S.A., a company incorporated under the laws of Panama, from Telefonica CentroamericaTelefónica Centroamérica (the “Panama Acquisition”), 100% of the shares of TelefonicaTelefónica de Costa Rica TC, S.A., a company incorporated under the laws of Costa Rica, from TelefonicaTelefónica (the “Costa Rica Acquisition”) and 100% of the shares of TelefoniaTelefonía Celular de Nicaragua, S.A., a company incorporated under the laws of Nicaragua, from Telefonica CentroamericaTelefónica Centroamérica (the “Nicaragua Acquisition”). The Telefonica CAM AcquisitionsWhile Millicom completed both acquisitions in Nicaragua and Panama, it announced on May 2, 2020 that it had terminated the Share Purchase Agreements contain customary representations and warranties and termination provisions. The consummation ofAgreement in relation to the Costa Rica Acquisition is still(see note G.3.1.). The aggregate purchase price for the Telefónica Panama and Nicaragua Acquisitions was $1.08 billion, which has been subject to regulatory approvals and is expected to close in H1 2020.purchase price adjustments - see below.
Acquisition related costs for Nicaragua and Panama acquisitions included in the statement of income under operating expenses were approximately $16 million for the year.year 2019.
The aggregateimpact of the finalization of Nicaragua and Panama's purchase price foraccounting on the Telefonica CAM Acquisitions2019 Group statement of income is $1.65 billion, subject to potential purchase price adjustments.immaterial and, therefore, no adjustments were made on comparative figures in that respect.
Further details of Nicaragua and Panama acquisitions are provided below.
a) Nicaragua Acquisition
This transaction closed on May 16, 2019 after receipt of the necessary approvals and, since that date, Millicom holds all voting rights into TelefoniaTelefonía Celular de Nicaragua, S.A. ("Nicaragua") and controls it. On the same day, Millicom paid an original cash consideration of $437 million, provisionallywhich was adjusted to $430 million as of December 31, 2019 and still subjectfinally adjusted to final price adjustment expected$426 million in Q1 2020. The purchase consideration also includes potential indemnifications from the sellers (including potential tax contingencies and litigations). For the purchase accounting, Millicom determined the provisionalfinal fair values of Nicaragua's identifiable assets and liabilities based on transaction and relative fair values. The purchase accounting is still provisional atwas finalized by May 16, 2020 and has not materially changed since December 31, 2019, particularly in respectwith the exception of the final price adjustment and the evaluation of the right-of-use assets and lease liabilities. Management expects to finalize the purchase accounting in Q1 2020.adjustment.


F- 24

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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The provisional purchase accounting as at December 31, 2019 is as follows
Provisional Fair values (100%)
(US$ millions)
Intangible assets (excluding goodwill) (i)131
Property, plant and equipment (ii)149
Right of use assets (iii)131
Other non-current assets2
Current assets (excluding cash) (iv)23
Trade receivables (v)17
Cash and cash equivalents7
Total assets acquired459
Lease liabilities (iii)131
Other liabilities (vi)118
Total liabilities assumed249
Fair value of assets acquired and liabilities assumed, net210
Acquisition price430
Provisional Goodwill220
(i)Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $81 million, with estimated useful lives ranging from 4 to 10 years. In addition, a fair value step-up of $39 million on the spectrum held by Nicaragua has been recognized, with a remaining useful life of 14 years.
(ii)A fair value step-up of $39 million has been recognized on property, plant and equipment, mainly on the core network ($25 million) and owned land and buildings ($8 million). The expected remaining useful lives were estimated at 6-7 years on average.
(iii)The Group measured the lease liability at the present value of the remaining lease payments (as defined in IFRS 16) as if the acquired lease were a new lease at the acquisition date. The right-of-use assets have been adjusted by $7 million to be measured at the same amount as the lease liabilities.
(iv)Current assets include indemnification assets for tax contingencies at fair value for an amount of $11 million - see (v) below.
(v)The fair value of trade receivables acquired was $17 million.
(vi)Other liabilities include the fair value of certain possible tax contingent liabilities for $1 million and a deferred tax liability of $50 million resulting from the above adjustments
The goodwill is currently not expected to be tax deductible, and is attributable to expected synergies and convergence with our legacy fixed business in the country, as well as to the fair value of the assembled work force. For convenience purposes, the acquisition date was set on May 1, 2019 as there were no material transactions from this date to May 16, 2019. From May 1, 2019 to December 31, 2019, Nicaragua contributed $144 million of revenue and a net profit of $5 million to the Group. If the acquisition had occurred on January 1, 2019 incremental revenue for the yearGroup for the twelve-month period ended December 31, 2019 for the Group would have been $219 million and incremental net loss for that period would have been $16 million, including amortization of assets not previously recognized of $12 million (net of tax).

Key assumptions used in fixed assets valuation
The following valuation methods and key estimates were used for the valuation of the main classes of fixed assets:


F- 25

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Major class of assetsValuation methodKey assumption 1Key assumption 2Key assumption 3
SpectrumMarket approach - Market comparable transactionsDiscount rate : 14%Terminal growth rate: 2.5%Estimated duration: 14 years
Customer lists
Income approach - Multi-Period
Excess Earnings Method
Discount rate: 14-15%Monthly Churn rate: From 1.2% for B2B to 2.9% for B2CEBITDA margin: ~ 36% to 41%
Land and buildingsMarket approachEconomic useful life (range): 10-30 yearsPrice per square meter: from $2 to $57N/A
Core networkCost approachEconomic useful life (range): 5-27 yearsRemaining useful life (minimum) : 1.7 yearsN/A
b) Panama Acquisition

F-22

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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This transaction closed on August 29, 2019 after receipt of the necessary approvals and, since that date, Cable Onda, which is 80% owned by Millicom, holds all voting rights in Telefonica Moviles Panama,Grupo de Comunicaciones Digitales, S.A., formerly Telefónica Móviles Panamá, S.A. ("Panama") and controls it. On the same day, Cable Onda paid an original cash consideration of $594 million to acquire 100% of the shares of Panama, subjectfinally adjusted to a final price adjustment expected in Q1$587 million during Q3 2020. The purchase consideration also includes potential indemnificationsNo non-controlling interests are recognized at acquisition date as Cable Onda acquired 100% of the shares of Panama. However, non-controlling interests are recognized on Panama's results from the sellers (including potential tax contingencies and litigations). date of acquisition.
For the purchase accounting, Millicom determined the fair value of Panama's identifiable assets and liabilities based on transaction and relative fair values. The purchase accounting is still provisional at December 31, 2019, particularlyDuring 2020, the Group completed the policy alignment and evaluation in respect of the evaluation of property, plant and equipment, right-of-use assets and lease liabilities, final price adjustmentthe property plant and equipment, as well as their resulting impactrelated effect on the currentfinal valuation of intangiblethe other fixed assets. Management expects to finalize the purchase accounting during the first half of 2020. No non-controlling interests are recognized at acquisition date as Cable Onda acquired 100% of the shares of Panama. Though, non-controlling interests are recognized in Panama's results from the date of acquisition.


F- 26

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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The provisional purchase accounting as at December 31, 2019 is as follows:
Provisional Fair values (100%)
(US$ millions)
Intangible assets (excluding goodwill) (i)169
Property, plant and equipment110
Right of use assets57
Other non-current assets3
Current assets (excluding cash)23
Trade receivables (ii)21
Cash and cash equivalents10
Total assets acquired391
Lease liabilities48
Other debt and financing74
Other liabilities (iii)101
Total liabilities assumed224
Fair value of assets acquired and liabilities assumed, net167
Acquisition price594
Provisional Goodwill426
(i)Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $58 million, with estimated useful lives ranging from 3 to 17 years. In addition, a fair value step-up of $3 million on the spectrum held by Panama has been recognized, with a remaining useful life of 17 years.
(ii)The fair value of trade receivables acquired was $21 million.
(iii)Other liabilities include a deferred tax liability of $15 million resulting from the above adjustments
The goodwill is currently not expected to be tax deductible and is attributable to expected synergies and convergence with Cable Onda, as well as to the fair value of the assembled work force. For convenience purposes, the acquisition date was set on September 1, 2019. From September 1, 2019 to December 31, 2019, Panama contributed $80 million of revenue and a net profit of $6 million to the Group. If Panama had been acquired on January 1, 2019 incremental revenue for the Group for the twelve-month period ended December 31, 2019 for the Group would have been $158 million and incremental net profit for that period would have been $1 million, including amortization of assets not previously recognized of $3 million (net of tax).
As mentioned above, the impact of the finalization of Panama's purchase accounting on the 2019 Group statement of income was immaterial and, therefore, no adjustments were made on comparative figures in that respect.
Key assumptions used in fixed assets valuation
The following valuation methods and key estimates were used for the valuation of the main classes of fixed assets:
Major class of assetsValuation methodKey assumption 1Key assumption 2Key assumption 3
SpectrumMarket approach - Market comparable transactionsDiscount rate: 9.8%Terminal growth rate: 2.9%Estimated duration: 17 years
Customer lists
Income approach - Multi-Period
Excess Earnings Method
Discount rate: 9.8-11%9.8-10.8%Monthly Churn rate: From 0.4% for B2C postpaid to 3.9% for B2C prepaid~3.8% in averageEBITDA margin: ~ 35% to 39%41.5%
Property, plant and equipmentCost approachEconomic useful life (range): 3-27 yearsRemaining useful life (minimum): 3-27 yearsN/A
2. Tanzania restructuring
In October 2019, with the view of listing the shares of MIC Tanzania Public Limited Company ('MIC Tanzania') on the local stock exchange (see note H)H.), Millicom completed the restructuring of its investments in different operations in the country. Mainly, MIC Tanzania acquired all the shares of Zantel, which was partially held by the Government of Zanzibar (15%). In exchange of the contribution of its 15% shares in Zantel to MIC Tanzania, the Government of Zanzibar received 1.5% of newly issued shares in MIC Tanzania. This restructuring did not result in the Group losing control in Zantel nor MIC Tanzania, and has therefore been recognized as an equity transaction. As a consequence, the Group owners’ equity decreased by a net amount of $18 million as a result of the derecognition of the 15% non-controlling interests in Zantel and the recognition of 1.5% non-controlling interests in MIC Tanzania.


F- 27

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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3. Others
During the year ended December 31, 2019, the Group also completed minor additional acquisitions.acquisitions and scope changes.


Scope changes 2018
1. Cable Onda acquisition
On October 7, 2018, the Company signed an agreement to acquire a controlling 80% stake in Cable Onda, the largest cable and fixed telecommunications services provider in Panama. The selling shareholders retained a 20% equity stake in the company. The transaction closed on December 13, 2018 after receipt of necessary approvals, for final cash consideration of $956 million. Millicom concluded that it controls Cable Onda since closing date and therefore fully consolidates it in its financial statements with a 20% non-controlling interest. The deal also includes certain liquidity rights such as call and put options that have been amended as a result of the acquisition of Telefonica Moviles Panama, S.A.. See note C.7.4. for further details on the accounting treatment of these options.

For the purchase accounting, Millicom determined the fair value of Cable Onda identifiable assets and liabilities based on transaction and relative values. The non-controlling interest was measured based on the proportionate share of the fair value of the net assets of Cable Onda. The exercise has been finalized in December 2019. The main adjustments compared to the provisional fair values relate to the final valuation of the property, plant and equipment for a net increase of $30 million, as well as its related impact on the customer list fair value (a decrease of $20 million) and deferred tax liabilities (net increase of $3 million). The remaining adjustments are linked to reassessment of contingent liabilities and corresponding indemnification assets. As a result, goodwill decreased by $8 million as follows:
..

Provisional Fair values (100%)Final Fair values (100%)Changes

(US$ millions)(US$ millions)(US$ millions)
Intangible assets (excluding goodwill) (i)673
653
(20)
Property, plant and equipment (ii)348
378
30
Current assets (excluding cash)(iii)54
50
(4)
Cash and cash equivalents12
12

Total assets acquired1,088
1,094
6
Non-current liabilities(iv)422
425
3
Current liabilities141
134
(7)
Total liabilities assumed563
559
(4)
Fair value of assets acquired and liabilities assumed, net525
535
10
Transaction costs assumed by Cable Onda (v)30
30

Fair value of non-controlling interest in Cable Onda (20%)111
113
2
Millicom’s interest in the fair value of Cable Onda (80%)444
452
8
Acquisition price956
956
0
Final Goodwill512
504
(8)
(i)Intangible assets not previously recognized (or partially recognized as a result of previous acquisitions) are trademarks for an amount of $280 million, with estimated useful lives of 3 years, a customer list for an amount of $350 million, with estimated useful life of 20 years and favorable content contracts for $19 million, with a useful life of 10 years.
(ii)A net fair value step-up of $30 million has been recognized on property, plant and equipment, mainly on the core network ($11 million). The expected remaining useful lives were estimated at 5 years on average.
(iii)Current assets include trade receivables amounting to a fair value of $34 million.
(iv)Non-current liabilities include the deferred tax liability of $161 million resulting from the above adjustments.
(v)Transaction costs of $30 million have been assumed and paid by Cable Onda before the acquisition or by Millicom on the closing date. Because of their relationship with the acquisition, these costs have been accounted for as post-acquisition costs in the Millicom Group statement of income. These, together with acquisition-related costs of $11 million, have been recorded under operating expenses in the statement of income of the year.

The completion of the purchase price allocation did not result in any material impact on the statement of income for the years ended December 31, 2018 and December 31, 2019, respectively, in respect of values previously recorded in the provisional purchase accounting.




F- 28

F-23
Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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The goodwill, which is not expected to be tax deductible, is attributable to Cable Onda’s strong market position and profitability, as well as to the fair value of the assembled work force. From December 13, 2018 to December 31, 2018, Cable Onda contributed $17 million of revenue and a net loss of $7 million to the Group. If Cable Onda had been acquired on 1 January 2018 incremental revenue for the 2018 year would have been $403 million and incremental net loss for that period of $59 million, including amortization of assets not previously recognized of $85 million (net of tax).
Key assumptions used in fixed assets valuation
The following valuation methods and key estimates were used for the valuation of the main classes of fixed assets:

Major class of assetsValuation methodKey assumption 1Key assumption 2Key assumption 3
BrandsIncome approach - Relief-from-Royalty approachDiscount rate: 10%Royalty rate: 4.5%Tax rate: 25%
Customer lists
Income approach - Multi-Period
Excess Earnings Method
Discount rate: 10%Yearly Churn rate: 5.8% in averageEBITDA margin: ~ 48%
Property, plant & equipmentCost approachEconomic useful life (range): 5-15 yearsRemaining useful life (minimum): 2-8 yearsN/A


F- 29

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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A.1.3. Disposal of subsidiaries and decreases in non-controlling interests of subsidiaries
Chad
On June 26, 2019, the Group completed the disposal of its operations in Chad for a final cash consideration of $110 million. In August 2020, the Group and the buyer of our operations in Chad agreed on a final price adjustment of $8 million in favor of the buyer. This price adjustment had been disbursed in September 2020 and recorded under the results from discontinued operations in the Group's statement of income. In accordance with Group practices, the Chad operation hashad been classified as assets held for sale and discontinued operations as from June 5, 2019 and priorcomparative periods restated. On June 26, 2019, Chad was deconsolidated and a gain on disposal of $77 million was recognized (see also note E.4.).
Rwanda
On December 19, 2017, Millicom announced that it hashad signed an agreement for the sale of its Rwanda operations to subsidiaries of Bharti Airtel Limited for a final cash consideration of $51 million, including a deferred cash payment due in January 2020 for an amount of $18 million. The transaction also included earn-outs for $7 million, that were not recognized by the Group as management does not believe these will be triggered.which has been finally settled in January 2020. The sale was completed on January 31, 2018. In accordance with Group practices,On that day, Millicom's operations in Rwanda operations’ assetshave been deconsolidated and liabilities were classified as held for saleno material loss on January 23, 2018. Rwanda’s operations also representeddisposal was recognized. However, a separate geographical area and did qualify for discontinued operations presentation; results were therefore shown on a single lineloss of $32 million was recognized in 2019 corresponding to the statementsrecycling of incomeforeign currency exchange losses accumulated in equity since the creation of the local operation. This loss had been recognized under ‘Profit (loss) for the 2019 year from discontinued operations, net of tax’ (see also note E.4.).
Senegal
On July 28, 2017, Millicom announced that it had agreed to sell its Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and Teylium Group. In accordance with Group practices, Senegal operations’ assets and liabilities were classified as held for sale on February 2, 2017. Senegal’s operations also represented a separate geographical area and did qualify for discontinued operations. The sale was completed on April 27, 2018 in exchange of a cash consideration of $151 million. (see also note E.4.)
Ghana merger
On March 3, 2017, Millicom and Bharti Airtel Limited (Airtel) announced that they had entered into an agreement for Tigo Ghana Limited and Airtel Ghana Limited to combine their operations in Ghana. In accordance with Group practices, Ghana operations’ assets and liabilities were classified as held for sale on September 30, 2017. Ghana’s operations also represented a separate geographical area and did qualify for discontinued operations. The transaction was completed on October 12, 2017 (see also note E.4.).
Other disposals
For the years ended December 31, 2019, 20182021, 2020 and 2017,2019, Millicom did not dispose of any other significant investments.

A.1.4. Summarized financial information relating to significant subsidiaries with non-controlling interests
At December 31, 20192021 and 2018,2020, Millicom’s subsidiaries with material non-controlling interests were the Group’s operations in Colombia and Panama.
Balance sheetStatement of Financial Position – non-controlling interests
 December 31,
 20192018(i)
 (US$ millions)
Colombia170
161
Panama99
105
Others2
(16)
Total271
251
(i) Restated as a result of the finalization of Cable Onda purchase accounting, see note A.1.2.

December 31,
20212020
(US$ millions)
Colombia83133
Panama7481
Others1
Total157215


F- 30F-24

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Profit (loss) attributable to non-controlling interests
202120202019
(US$ millions)
Colombia(40)(23)11
Panama(7)(18)(6)
Others(1)
Total(48)(41)5
 201920182017
 (US$ millions)
Colombia11
(5)(13)
Panama(6)(8)
Others
(3)(4)
Total5
(16)(17)

The summarized financial information for material non-controlling interests in our operations in Colombia and Panama is provided below. This information is based on amounts before inter-company eliminations.

Colombia
201920182017202120202019
(US$ millions)(US$ millions)
Revenue1,532
1,661
1,739
Revenue1,4141,3461,532
Total operating expenses(543)(667)(647)Total operating expenses(509)(470)(543)
Operating profit164
147
106
Operating profit100129164
Net (loss) for the year23
(10)(25)Net (loss) for the year(80)(46)23
50% non-controlling interest in net (loss)11
(5)(13)50% non-controlling interest in net (loss)(40)(23)11
Total assets (excluding goodwill)2,256
1,966
2,193
Total assets (excluding goodwill)2,3362,5892,256
Total liabilities1,891
1,620
1,771
Total liabilities2,1582,3031,891
Net assets365
346
422
Net assets178286365
50% non-controlling interest in net assets183
173
211
50% non-controlling interest in net assets89143183
Consolidation adjustments(13)(12)(15)Consolidation adjustments(6)(10)(13)
Total non-controlling interest170
161
197
Total non-controlling interest83133170
Dividends and advances paid to non-controlling interest(12)(2)0
Dividends and advances paid to non-controlling interest(5)(4)(12)
Net cash from operating activities363
348
331
Net cash from operating activities272370363
Net cash from (used in) investing activities(260)(270)(209)Net cash from (used in) investing activities(295)(311)(260)
Net cash from (used in) financing activities(67)(75)(46)Net cash from (used in) financing activities30(47)(67)
Exchange impact on cash and cash equivalents, net
(18)3
Exchange impact on cash and cash equivalents, net(10)(15)0
Net increase in cash and cash equivalents36
(15)80
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents(2)(3)36


F- 31F-25

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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Panama
202120202019 (i)
(US$ millions)
Revenue633585475
Total operating expenses(207)(197)(148)
Operating profit7(60)(15)
Net (loss) for the year(37)(89)(31)
20% non-controlling interest in net (loss)(7)(18)(6)
Total assets (excluding Millicom's goodwill in Cable Onda)1,7171,7341,905
Total liabilities1,3471,3271,411
Net assets371407494
20% non-controlling interest in net assets748199
Total non-controlling interest748199
Net cash from operating activities179193167
Net cash from (used in) investing activities(118)(100)(693)
Net cash from (used in) financing activities(43)(69)580
Net increase in cash and cash equivalents172454
(i)    In 2019, Cable Onda acquired Telefónica Panama for $587 million (note A.1.2.), financed by issuing a $600 million Senior Notes due 2030 (note C.3.1.) The 2019 figures include the full year results and cash flows of Cable Onda, as well as 4 months of Telefónica Panama which was consolidated from September 1, 2019.

F-26

 2019 (ii)2018 (i)
 (US$ millions)
Revenue475
17
Total operating expenses(148)(8)
Operating profit(15)(39)
Net (loss) for the year(31)(39)
20% non-controlling interest in net (loss)(6)(8)
Total assets (excluding Millicom's goodwill in Cable Onda)1,866
1,082
Total liabilities1,372
556
Net assets494
526
20% non-controlling interest in net assets99
105
Consolidation adjustments

Total non-controlling interest99
105
Dividends and advances paid to non-controlling interest

Net cash from operating activities167
(2)
Net cash from (used in) investing activities (iii)(693)12
Net cash from (used in) financing activities (iii)580
(3)
Exchange impact on cash and cash equivalents, net

Net increase in cash and cash equivalents54
7
(i)Cable Onda was acquired on December 13, 2018 and 2018 figures therefore only include results and cash flows from the date of acquisition.
(ii)2019 figures include the full year results and cash flows of Cable Onda, as well as 4 months of Telefonica Panama which was consolidated from September 1, 2019.
(iii)
In 2019, Cable Onda acquired Telefonica Panama for $594 million(note A.1.2.), financed by issuing a $600 million Senior Notes due 2030 (note C.3.1.)



F- 32

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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A.2. Joint ventures
Joint ventures are businesses over which Millicom exercises joint control as decisions over the relevant activities of each, 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.
At December 31, 2019,2021, the equity accounted net assets of our joint venturesventure in Guatemala, Honduras and Ghana totaled $3,346$406 million (December 31, 2018: $3,405 million for Guatemala and Honduras only)2020: Honduras: $422 million; Guatemala: $2,649 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 reserves, $142$3 million (December 31, 2018: $1332020: $153 million) represent statutory reserves that are unavailable to be distributed to the Group. During the year ended December 31, 2019, Millicom’s2021, Millicom's joint ventures paid $237 million (December 31, 2018: $243 million) as dividendsventure in Honduras did 0t pay any dividend or dividend advances to the Company.Company while Guatemala paid $13 million during the period from January 1, 2021 until November 12, 2021 (December 31, 2020: Honduras: $24 million; Guatemala: $47 million).
Our main joint ventures are as follows:
EntityCountryActivityDecember 31, 2021 % holdingDecember 31, 2020 % holding
Telefonica Celular S.A. (i)HondurasMobile, MFS66.766.7
Navega S.A. de CV (i)HondurasCable66.766.7
Comunicaciones Celulares S.A. (ii)GuatemalaMobile, MFSna55
Navega.com S.A. (ii)GuatemalaCable, DTHna55
Bharti Airtel Ghana Holdings B.V. (iii)GhanaMobile, MFS5050
EntityCountryActivityDecember 31, 2019 % holdingDecember 31, 2018 % holding
Comunicaciones Celulares S.A(i).GuatemalaMobile, MFS5555
Navega.com S.A.(i)GuatemalaCable, DTH5555
Telefonica Celular S.A(i).HondurasMobile, MFS66.766.7
Navega S.A. de CV(i)HondurasCable66.766.7
Bharti Airtel Ghana Holdings B.V.GhanaMobile, MFS5050
(i)Millicom owns more than 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.
(i)Millicom owns more than 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 supermajority 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.
(ii)On November 12, 2021 Millicom signed and closed an agreement to acquire the remaining 45% equity interest in its joint venture business in Guatemala (collectively, "Tigo Guatemala"). As a result, Millicom owns 100% equity interest in Tigo Guatemala and fully consolidates it since that date. Until November 12, 2021, Millicom owned more than 50% of the shares in these entities and had the right to nominate a majority of the directors of each of these entities. However, key decisions over the relevant activities were taken by a super majority vote. This effectively gave either shareholder the ability to veto any decision and therefore neither shareholder had sole control over the entity. Therefore, the operations of these joint ventures were accounted for under the equity method prior to the acquisition.
(iii)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 (a subsidiary of Bharti Airtel Limited). Millicom still owns 50% of 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 at December 31
20212020
(US$ millions)
Honduras operations (i)596610
Guatemala operations (i)2,031
AirtelTigo Ghana operations
Total5962,642
(i)    Includes all the companies under the Honduras and Guatemala groups (for Guatemala, until acquisition date - See Note A.2.1.).


F-27

 %20192018
  (US$ millions)
Honduras operations(i)66.7708
730
Guatemala operations(i)552,089
2,104
AirtelTigo Ghana operations50
32
Total 2,797
2,867
(i)Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
Includes all the companies under the Honduras and Guatemala groups.
tigo-20211231_g9.jpg
The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values:

Guatemala(i)Honduras (i)Ghana(ii)
(US$ millions)
Opening balance at January 1, 20202,089 708  
Disposal of the Group's investment in Navega to Celtel (iii)— (83)— 
Results for the year144 27 — 
Dividends declared during the year(199)(55)— 
Currency exchange differences(3)13 — 
Closing balance at December 31, 20202,031 610  
Capital increase— — 38 
Results for the year183 27 (38)
Utilization of past recognized losses— — — 
Dividends declared during the year(201)(34)— 
Currency exchange differences— (7)— 
Change in consolidation scope(2,013)— — 
Closing balance at December 31, 2021 596  

(i)    Share of profit is recognized under ‘Share of profit joint ventures’ in the statement of income for the year ended December 31, 2021 for Honduras and for the period from January 1, 2021 until November 12, 2021 for Guatemala (see note A.1.2.)
F- 33

(ii)    Share of profit (loss) is recognized under ‘Income (loss) from other joint ventures and associates, net’ in the statement of income.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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(iii)     See note G.5.

(iv)    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 $37.5 million for the reimbursement of certain local bank facilities which has been provided for during the first-nine months in the statement of income under the line "Profit (loss) from other joint ventures and associates, net
 Guatemala(i)Honduras (i)Ghana(ii)
 (US$ millions)
Opening balance at January 1, 20182,145
726
96
Adjustments on adoption of IFRS 15 and IFRS 9 (net of tax)18
5
0
Change in scope

0
Results for the year131
23
(68)
Capital increase
3

Dividends declared during the year(177)

Currency exchange differences(14)(26)3
Closing balance at December 31, 20182,104
730
32
Accounting policy changes


Capital increase

5
Results for the year152
27
(40)
Utilization of past recognized losses

(5)
Dividends declared during the year(170)(37)
Currency exchange differences2
(12)8
Closing balance at December 31, 20192,089
708

(i)Share of profit (loss) is recognized under ‘Share of profit in the joint ventures in Guatemala and Honduras’ in the statement of income.
(ii)Share of profit (loss) is recognized under ‘Income (loss) from other joint ventures and associates, net’ in the statement of income.
At December 31, 20192021 and 20182020 the Group had not incurred obligations, nor made payments on behalf of the Guatemala, Honduras or Ghana operations.

A.2.1. 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 IFRS 9 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 – Guatemala, Honduras and Ghana operations
Summarized financial information for the years ended December 31, 2019, 20182021, 2020 and 20172019 of the Guatemala (until acquisition), Honduras and HondurasGhana (until disposal) operations is as follows. This information is based on amounts before inter-company eliminations.







F- 34F-28

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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Guatemala
 201920182017
 (US$ millions)
Revenue1,434
1,373
1,328
Depreciation and amortization(313)(283)(295)
Operating profit(i)429
387
352
Financial income (expenses), net(66)(56)(60)
Profit before taxes356
309
305
Charge for taxes, net(79)(69)(74)
Profit for the year277
240
230
Net profit for the year attributable to Millicom152
131
126
Dividends and advances paid to Millicom209
211
162
Total non-current assets (excluding goodwill)2,517
2,280
2,406
Total non-current liabilities1,216
981
1,052
Total current assets717
718
756
Total current liabilities251
221
220
Total net assets1,767
1,796
1,890
Group's share in %55%55%55%
Group's share in USD millions972
988
1,040
Goodwill and consolidation adjustments1,117
1,116
1,106
Carrying value of investment in joint venture2,089
2,104
2,145
    
Cash and cash equivalents189
217
303
Debt and financing – non-current1,152
928
995
Debt and financing – current21


Net cash from operating activities588
545
498
Net cash from (used in) investing activities(205)(173)(171)
Net cash from (used in) financing activities(412)(455)(315)
Exchange impact on cash and cash equivalents, net1
(3)2
Net increase in cash and cash equivalents(28)(86)14
(i)In 2017, operating profit included a provision for impairment of $10 million on the fixed assets related to video surveillance contracts with the Civil National Police.
Guatemala financing
In 2014, Intertrust SPV (Cayman) Limited, acting as trustee of the Comcel Trust, a trust established and consolidated by Comcel for the purposes of the transaction, issued $800 million 6.875% Senior Notes to refinance existing local and MIC S.A. corporate debt. The bond was issued at 98.233% of the principal and has an effective interest rate of 7.168%. The bond is guaranteed by Comcel and listed on the Luxembourg Stock Exchange.



F- 35

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Honduras
201920182017202120202019
(US$ millions)(US$ millions)
Revenue594
586
585
Revenue589 552 594 
Depreciation and amortization(132)(133)(156)Depreciation and amortization(124)(132)(132)
Operating profit102
91
70
Operating profit99 77 102 
Financial income (expenses), net(37)(29)(27)Financial income (expenses), net(34)(24)(37)
Profit before taxes60
52
41
Profit before taxes62 58 60 
Charge for taxes, net(21)(18)(18)Charge for taxes, net(22)(19)(21)
Profit for the year39
34
23
Profit for the year40 39 39 
Net profit for the year attributable to Millicom27
23
15
Net profit for the year attributable to Millicom27 27 27 
Dividends and advances paid to Millicom28
32
40
Dividends and advances paid to Millicom— 24 28 
Total non-current assets (excluding goodwill)516
506
576
Total non-current assets (excluding goodwill)473 461 516 
Total non-current liabilities469
386
407
Total non-current liabilities362 533 469 
Total current assets312
304
208
Total current assets176 300 312 
Total current liabilities183
226
282
Total current liabilities305 236 183 
Total net assets176
198
95
Total net assets(18)(8)176 
Group's share in %66.7%66.7%66.7%Group's share in %66.7 %66.7 %66.7 %
Group's share in USD millions117
132
63
Group's share in USD millions(12)(5)117 
Goodwill and consolidation adjustments591
598
663
Goodwill and consolidation adjustments608 615 591 
Carrying value of investment in joint venture708
730
726
Carrying value of investment in joint venture596 610 708 
 
Cash and cash equivalents40
25
16
Cash and cash equivalents39 60 40 
Debt and financing – non-current384
298
308
Debt and financing – non-current267 390 384 
Debt and financing – current39
85
80
Debt and financing – current73 10 39 
Net cash from operating activities169
147
152
Net cash from operating activities166 151 169 
Net cash from (used in) investing activities(77)(87)(74)Net cash from (used in) investing activities(89)(145)(77)
Net cash from (used in) financing activities(77)(50)(74)Net cash from (used in) financing activities(98)14 (77)
Net (decrease) increase in cash and cash equivalents15
9
3
Net (decrease) increase in cash and cash equivalents(21)20 15 
Honduras financing
On September 19, 2019, Telefónica Celular, S.A. de C.V. entered into a new credit agreement with Banco Industrial S.A. and Banco Pais S.A for an amount up to $185 million, in tranches of $100 million, $60 million and $25 million. The Loan Agreement has a 10-year maturity and an interest rate of LIBOR plus 3.80% per annum, subject to a floor of minimum 5.25%. The new credit agreement has been used to consolidate the portion of a syndicated $250 million facility with Scotiabank dated March 27, 2015, and $90 million credit agreement with Banco Industrial S.A. dated March 20, 2018.
On September 19, 2019, Navega S.A. de C.V., entered into a new facility agreement with Banco Industrial S.A. for an amount of $20 million and a duration of 10 years. The new agreement bears an annual interest of LIBOR plus 3.80% , subject to a floor of 5.25%. and will be used to refinance the portion corresponding to it as borrower under the $250 million facility with Scotiabank dated March 27, 2015.
Ghana
As mentionedOn June 1, 2020, Telefónica Celular, S.A. de C.V. executed a $32 million bank loan agreement in note A.1.3.,equivalent amount in 2017 Millicom and Airtel signed a Combination Agreement, whereby both investors decided to combine their respective subsidiaries in Ghana, namely Tigo Ghana Limited and Airtel Ghana Limited under an existing company – Bharti Airtel Ghana Holdings B.V. (the ‘JV’ or ‘AirtelTigo Ghana’) both Millicom and Airtel each owning 50%. As part of the transaction, the government of Ghana retained an option to acquire a 25% stake in the newly combined entitylocal currency for a period of two years. This option has never been material and expired unexercised in September 2019.10-year term.
On October 12, 2017, both parties announced the completion of the transaction. As consideration received, each party owns 50% of the equity capital and voting rights of the JV, and Millicom holds a $40 million loan against Tigo Ghana (the “Millicom










F- 36F-29

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Guatemala
Note”), which shall rank in priority
2021(ii)2020 (i)2019
(US$ millions)
Revenue1,379 1,503 1,434 
Depreciation and amortization(282)(323)(313)
Operating profit462 452 429 
Financial income (expenses), net (i)(40)(95)(66)
Profit before taxes432 347 356 
Charge for taxes, net(99)(83)(79)
Profit for the year333 264 277 
Net profit for the year attributable to Millicom183 144 152 
Dividends and advances paid to Millicom13 47 209 
Total non-current assets (excluding goodwill)N/A2,195 2,517 
Total non-current liabilitiesN/A751 1,216 
Total current assetsN/A742 717 
Total current liabilitiesN/A523 251 
Total net assetsN/A1,662 1,767 
Group's share in %N/A55 %55 %
Group's share in USD millionsN/A914 972 
Goodwill and consolidation adjustmentsN/A1,117 1,117 
Carrying value of investment in joint ventureN/A2,031 2,089 
Cash and cash equivalentsN/A188 189 
Debt and financing – non-currentN/A619 1,152 
Debt and financing – currentN/A24 21 
Net cash from operating activities611 598 588 
Net cash from (used in) investing activities(192)(289)(205)
Net cash from (used in) financing activities(406)(308)(412)
Exchange impact on cash and cash equivalents, net(2)
Net increase in cash and cash equivalents13 (1)(28)
(i)    In 2020, Financial expenses include a $18 million charge related to all other obligationsearly redemption of the joint venture owed to its shareholders. The Millicom Note bears interest and is classified under ‘other non-current assets’ inbonds - see below.
(ii) Information for the statement of income and cash flows is for the period from January 1 to November 12, 2021. No information is disclosed on statement of financial position.position items as these are now fully consolidated in the Group numbers.
Decisions about the relevant activities require the unanimous consentGuatemala financing
In 2014, Intertrust SPV (Cayman) Limited, acting as trustee of the parties sharing control. Therefore, basedComcel Trust, a trust established and consolidated by Comcel for the purposes of the transaction, issued $800 million 6.875% Senior Notes to refinance existing local and MIC S.A. corporate debt. The bond was issued at 98.233% of the principal and had an effective interest rate of 7.168%. The bond was guaranteed by Comcel and listed on IFRS 11, this agreement results in Millicomthe Luxembourg Stock Exchange.
On November 18, 2020, the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 was early redeemed at a redemption price equal to 102.292% of the principal amount of the Notes to be redeemed plus accrued and Airtel having joint control over the combined entity, which is a joint venture. Millicom therefore uses the equity method to account for its investment in the combined entity since October 12, 2017.
As a consequence, on October 12, 2017, Millicom deconsolidated its investments in Ghana operations and accounted for its investment in the combined entity under the equity method, initially at fair valueunpaid interest of $102$16 million, resulting in a net gainan aggregate amount of $834 million. The redemption premium ($18 million) and additional interest ($7 million), as well as the remaining unamortized deferred costs of $8 million were recorded as financial expenses during the year. This early redemption was financed through local financing in local currency as well as by shareholder loans (see note G.5.).
The impact on the deconsolidationGroup's statement of these operations amountingincome was a $18 million expense (at 55% ownership) reported on the line "Share of profit in joint ventures".
On October 5, 2020, Comcel executed a credit agreement with Banco Industrial for GTQ 1,697 million (approximately $218 million using the exchange rate as of December 31, 2020) for a 5 year term to $36 million, including recycling of foreign currency exchange losses accumulated in equity of $79 million. The net gain has been recognized under ‘Profit (loss) for the year from discontinued operations, net of tax’.refinance other credit agreements with Banco Industrial and to finance and refinance working capital, capital expenditures and general corporate purposes.


F-30

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg

AirtelTigo Ghana
Our joint venture in Ghana has been disposed of during the year. The only material effect for this year's statement of income is the loss recognized on the exit financing which is further explain in note A.2.. Therefore, the 2021 financial information is not disclosed in the table below.
20192018201720202019
(US$ millions)
Revenue142
187
58
Revenue132 142 
Depreciation and amortization(69)(110)(11)Depreciation and amortization(42)(69)
Operating loss(72)(100)(1)Operating loss(30)(72)
Financial income (expenses), net(77)(42)(10)Financial income (expenses), net(41)(77)
Loss before taxes(123)(135)(12)Loss before taxes(85)(123)
Charge for taxes, net


Charge for taxes, net— — 
Loss for the period(123)(135)(12)Loss for the period(85)(123)
Net loss for the period attributable to Millicom(40)(68)(6)Net loss for the period attributable to Millicom0 (40)
Dividends and advances paid to Millicom


Total non-current assets (excluding goodwill)168
277
184
Total non-current assets (excluding goodwill)204 168 
Total non-current liabilities245
277
214
Total non-current liabilities289 245 
Total current assets42
71
60
Total current assets41 42 
Total current liabilities187
134
106
Total current liabilities218 187 
Total net assets(223)(63)(76)Total net assets(263)(223)
Group's share in %50%50%50%Group's share in %50 %50 %
Group's share in USD millions(111)(31)(38)Group's share in USD millions(132)(111)
Goodwill and consolidation adjustments90
63
134
Goodwill and consolidation adjustments89 90 
Unrecognised losses(22)0
0
Unrecognised losses(42)(22)
Carrying value of investment in joint venture
32
96
Carrying value of investment in joint venture— 
 
Cash and cash equivalents5
19
15
Cash and cash equivalents
Debt and financing – non-current245
276
145
Debt and financing – non-current289 245 
Debt and financing – current27
17

Debt and financing – current40 27 
 
Net cash from operating activities(5)(19)13
Net cash from operating activities(8)(5)
Net cash from (used in) investing activities
(8)
Net cash from (used in) investing activities— — 
Net cash from (used in) financing activities(6)42
(3)Net cash from (used in) financing activities(6)
Net increase in cash and cash equivalents(11)15
10
Net increase in cash and cash equivalents(4)(11)



A.2.3. Impairment of investment in joint ventures
While no impairment triggers were identified for the Group’s investments in joint ventures in 2019,2021, according to its policy, management have completed an impairment test for its joint ventures in Guatemala, Honduras and Ghana (up to 2018 for Ghana as investment is nil as of December 31, 2019).Honduras.
The Group’s investments in Guatemala and Honduras operations werewas tested for impairment by assessing theirthe recoverable amount (using a value in use model based on discounted cash flows) against theirthe carrying amounts.amount. The cash flow projections


F- 37

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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used were extracted from financial budgets approved by management and reviewed by the Board covering a period of five years. In respect of Guatemala and Honduras, cash(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 1.1%–1.2% (2018: 3.2%–3.0%1% (2020: 1%). Discount ratesrate used in determining recoverable amounts were 9.5% and 9.7%, respectively (2018: 11.0% and 10.3%amount was 8.9% (2020: 9.0%). For Ghana, in 2018, management used a perpetual growth rate of 3.8% and a discount rate of 14.4%.
For the year ended December 31, 20192021 and 2018,2020, and as a result of the impairment testing described above, management concluded that none of the Group’s investments in joint ventures should 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.



F-31
F- 38

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

A.3. Investments in associates
Millicom’s investments in Helios Towers Africa Ltd (HTA) and in the African online business (AIH) became listed companies during 2019, and Millicom resigned from its board of directors' positions in both companies, having as an effect the loss of its significant influence. Both investments are now accounted for as equity instruments (see note C.7.3.). Millicom has significant influence over other immaterial associates as shown below.below:
The Group’s associates are as follows:
   December 31, 2019December 31, 2018
EntityCountryActivity(ies)% holding% holding
Africa    
Helios Towers Africa Ltd (HTA)(i)MauritiusHolding of Tower infrastructure company22.83
Africa Internet Holding GmbH (AIH)(i)GermanyOnline marketplace, retail and services10.15
West Indian Ocean Cable Company Limited (WIOCC)Republic of MauritiusTelecommunication carriers’ carrier9.19.1
Latin America    
MKC Brilliant Holding GmbH (LIH)GermanyOnline marketplace, retail and services35.035.0
Unallocated    
Milvik ABSwedenOther11.412.3
(i) See note C.7.3..
December 31, 2021December 31, 2020
EntityCountryActivity(ies)% holding% holding
Africa
West Indian Ocean Cable Company Limited (WIOCC)Republic of MauritiusTelecommunication carriers’ carrier9.1 9.1 
Latin America
MKC Brilliant Holding GmbH (LIH)GermanyOnline marketplace, retail and services35.0 35.0 
Unallocated
Milvik ABSwedenOther9.7 9.7 
At December 31, 20192021 and 2018,2020, the carrying value of Millicom’s main associates was as follows:
Carrying value of investments in associates at December 31
20212020
(US$ millions)
Milvik AB10 
West Indian Ocean Cable Company Limited (WIOCC)14 14 
Total22 24 
 20192018
 (US$ millions)
African Internet Holding GmbH (AIH)
38
Helios Tower Africa Ltd (HTA)
105
Milvik AB11
13
West Indian Ocean Cable Company Limited (WIOCC)14
14
Total25
169

The summarized financial information for the Group’s main material associates is provided below.
Summary of statement of financial position of associates at December 31,
2018 (i)
Total current assets473
Total non-current assets717
Total assets1,190
Total current liabilities343
Total non-current liabilities627
Total liabilities969
Total net assets221
Millicom’s carrying value of its investment in HTA and AIH142
Millicom’s carrying value of its investment in other associates27
Millicom’s carrying value of its investment in associates169


F- 39

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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(i) The summarized financial information in 2018 includes HTA and AIH. For 2019, Millicom does not disclose such information as its remaining associates are immaterial to the Group.

Profit (loss) from other joint ventures and associates
In 2019, the loss shown under this caption in the statement of income mainly relates to the net losses recognised by our joint venture in Ghana. For further details refer to note A.2..
 2018 (i)2017 (i)
  
Revenue511
449
Operating expenses(459)(321)
Operating profit (loss)(214)(148)
Net loss for the year(327)(220)
Millicom’s share of results from HTA and AIH(66)(34)
Millicom’s share of results from other associates(2)(45)
Millicom’s share of results from other joint ventures (Ghana)(68)(6)
Millicom’s share of results from other joint ventures and associates(136)(85)
(i) The summarized financial information in 2018 and 2017 includes HTA and AIH. For 2019, Millicom does not disclose such information as its remaining associates are immaterial to the Group.
A.3.1. Accounting for investments in associates
The Group accounts for associates in the same way as it accounts for joint ventures.

A.3.2. Acquisitions and disposalsImpairment of interests in associates
Milvik AB (BIMA)
On December 19, 2017, Millicom announced that it had sold a portion of its ownership stake in BIMA - a leading emerging market insurance player - (from 20.4% to 12.0% – on a fully diluted basis) to Kinnevik and a new investor, with the latter contributing $97 million in the micro-insurance business. As a result of the transaction, Millicom received $24 million in cash and recognized a gain on disposal of $21 million. In addition, and as a consequence of the subsequent capital increase made by the new investor, the Group recognized a gain on dilution of $11 million. Both gains have been recorded under the caption "Income (loss) from other joint ventures and associates, net", in the statement of income for the year ended December 31, 2017. Both transactions were carried out at the same fair value on an arm’s length basis.
MKC Brilliant Holding GmbH (LIH)
Millicom’s 35.0% investment in LIH hashad been fully impaired in two stages (by $40 million in 2016 and $48 million in 2017) mainly as a result of the decrease in fair value of LIH’s investment in the Global Fashion Group and the results the annual impairment test conducted in 2017.back then. The impairment test performed in 2019 confirms2021 confirmed this conclusion. These losses were recorded under the caption 'Income (loss) from other joint ventures and associates, net' in the year ended December 31, 2017.


A.4. Discontinued operations
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. Millicom determined that the loss of path to control of operations by the termination of a contractual arrangement (e.g. termination without exercise of an unconditional call option agreement giving path to control, as occurred with the Guatemala and Honduras operations) does not require presentation as a discontinued operation.



F-32

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
A.4.2. Millicom’s discontinued operations
In accordance with IFRS 5 and as further explained in Note A.1.3. , the Group’s businesses in Chad Senegal, Tigo Ghana and Tigo Rwanda havehad been classified as assets held for sale (respectively on June 5, 2019, February 2, 2017, September 28, 2017 and January 23, 2018) and their results were


F- 40

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

showed as discontinued operations for all years presented in these financial statements. The statement of income comparative figures presented in the notes to these consolidated financial statements have therefore been restated accordingly and when necessary.operations. For further details, refer to note E.4.

B. Performance
B.1. Revenue
Millicom’s revenue comprises sale of services from its mobile business (including Mobile Financial Services - MFS) and its cable and other fixed 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.
Revenue from continuing operations by category
202120202019
(US$ millions)
Mobile2,347 2,116 2,150 
Cable and other fixed services1,947 1,803 1,928 
Other60 52 51 
Service revenue4,354 3,971 4,130 
Telephone and equipment263 201 206 
Total revenue4,617 4,171 4,336 
 201920182017
 (US$ millions)
Mobile2,150
2,126
2,147
Cable and other fixed services1,928
1,565
1,551
Other52
43
38
Service revenue4,130
3,734
3,737
Telephone and equipment and other206
212
199
Total revenue4,336
3,946
3,936

Revenue from continuing operations by country or operation (i)
201920182017202120202019
(US$ millions)(US$ millions)
Colombia1,532
1,661
1,739
Colombia1,414 1,346 1,532 
Paraguay609
679
662
Paraguay555 544 610 
Bolivia639
614
555
Bolivia623 584 639 
El Salvador386
405
422
El Salvador445 389 386 
Tanzania382
399
384
Tanzania357 366 382 
Nicaragua157
13
13
Nicaragua238 220 157 
Costa Rica153
155
153
Costa Rica141 140 153 
Panama475
17

Panama632 585 475 
Guatemala (ii)Guatemala (ii)223 — — 
Other operations2
5
7
Other operations
EliminationsEliminations(13)(5)(3)
Total4,336
3,946
3,936
Total4,617 4,171 4,336 
(i)    The revenue figures above are shown after intercompany eliminations.

(ii)        Tigo Guatemala is fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details.

B.1.1. Accounting for revenue
Revenue recognition
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 Group applies the following practical expedients foreseen in IFRS 15:

F-33

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
No adjustment to the transaction price for the means of a financing component 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.


F- 41

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Disclosure in the Group Financial Statements 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).
Application of the practical expedient not to disclose the price allocated to unsatisfied performance obligations, 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).
Application of the practical expedient to recognize 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.
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, it does not represent a distinct good or service, and therefore does not give rise to a separate performance obligation and revenue is recognized over the minimum contract duration. However, if the fee is paid by a customer to get the right to receive goods or services 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 and revenue should be 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.
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, the portion of the contract liability relating to the expiring credit is recognized as revenue, since there is no longer an obligation to provide those services.
Telephone and equipment sales are recognized as revenue once the customer obtains control of the good. That criteria is fulfilled when the customer has the ability to direct the use and obtain substantially all of the remaining benefits from that good.
Revenue from provision of Mobile Financial Services (MFS) is recognized once the primary service has been provided to the customer.
Customer premise equipment (CPE) are provided to customers as a prerequisite to receive the subscribed Home services and shall be returned at the end of the contract duration. Since CPEs provided over the contract term do not provide benefit to the customer on their own, 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 standalone selling price of the performance obligation (e.g. sale of telecom services, revenue over time + sale of handset, revenue at a point in time).
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 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 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 over the period of the underlying lease contracts. Finance leases revenue is apportioned between lease of tower space and interest income.


F-34

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
Significant judgments
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.


F- 42

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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.

B.2. Expenses
The cost of sales and operating expenses incurred by the Group can be summarized as follows:
Cost of sales
201920182017202120202019
(US$ millions) (US$ millions)
Direct costs of services sold(878)(799)(881)Direct costs of services sold(938)(847)(878)
Cost of telephone, equipment and other accessories(230)(229)(217)Cost of telephone, equipment and other accessories(278)(216)(230)
Bad debt and obsolescence costs(93)(90)(71)Bad debt and obsolescence costs(86)(108)(93)
Cost of sales(1,201)(1,117)(1,169)Cost of sales(1,302)(1,171)(1,201)
Operating expenses, net
202120202019
(US$ millions)
Marketing expenses(495)(396)(402)
Site and network maintenance costs(254)(234)(245)
Employee related costs (B.4.)(503)(477)(496)
External and other services(177)(174)(204)
Rentals and leases— (1)(1)
Other operating expenses(248)(225)(257)
Operating expenses, net(1,677)(1,505)(1,604)
 201920182017
 (US$ millions) 
Marketing expenses(402)(391)(448)
Site and network maintenance costs(245)(192)(178)
Employee related costs (B.4.)(496)(500)(434)
External and other services(204)(181)(163)
Rentals and (operating) leases (i)(1)(152)(151)
Other operating expenses(257)(201)(156)
Operating expenses, net(1,604)(1,616)(1,531)
(i)Decrease is due to IFRS 16 application - see further explanations above in "New and amended IFRS accounting standards" section
The other operating income and expenses incurred by the Group can be summarized as follows:
Other operating income (expenses), net
Notes202120202019
(US$ millions)
Income from tower deal transactionsE.3.— — 
Impairment of intangible assets and property, plant and equipmentE.1., E.2.(5)— (8)
Gain (loss) on disposals of intangible assets and property, plant and equipment— — 
Impairment of AirtelTigo's receivableG.5.(45)— 
Reverse earn-out in respect of Zantel's acquisition (i)11 — — 
Gain (loss) on disposal of equity investmentsC.7.3.(15)25 (32)
Other income (expenses) (ii)10 
Other operating income (expenses), net6 (12)(34)
(i)     In January 2022, Millicom received $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 statement of income.
(ii) Other income (expenses) can be mainly attributed to social obligations spectrum liability derecognition in Paraguay of $4 million and reversal provision related to Ghana of $4 million.


F-35

 Notes201920182017
  (US$ millions) 
Income from tower deal transactionsC.3.4.5
61
63
Impairment of intangible assets and property, plant and equipmentE.1., E.2.(8)(6)(12)
Gain (loss) on disposals of intangible assets and property, plant and equipment 
7
1
Loss on disposal of equity investmentsC.7.3.(32)

Other income (expenses) 1
13
17
Other operating income (expenses), net (34)75
69
Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
B.2.1. Accounting for cost of sales and operating expenses
Cost of sales
Cost of sales is recorded on an accrual basis.


F- 43

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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.).
Operating leases - until 2018 year-end
Operating leases were all leases that did not qualify as finance leases. Operating lease payments were recognized as expenses in the consolidated statement of income on a straight-line basis over the lease term.
B.3. Segmental information
Management determines operating and reportable segments based on information used by the chief operating decision maker (CODM) to make strategic and operational decisions from both a business and geographic perspective. The Group’s risks and rates of return are predominantly affected by operating in different geographical regions. The Group has businesses in two2 main regions: Latin America ("Latam") and Africa. The Latam figures below include HondurasGuatemala and GuatemalaHonduras as if they arewere fully consolidated by the Group, over all periods presented, as this reflects the way management reviews and uses internally reported information to make decisions. Hondurasdecisions about operating matters and to provide increased transparency to investors on those operations. See also note A.1.2. on Guatemala's acquisition on November 12, 2021. This acquisition has no impact on the way we present our Latin America segment as it already included Guatemala are shown under the Latam segment. Theas if fully consolidated. Finally, even prior to its formal disposal in October 2021, our Africa segment did not include our joint venture in Ghana isbecause our management did not reported as if fully consolidated. consider it a strategic part of our Group (See also note A.2.).
Revenue, operating profit (loss), EBITDA and other segment information for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, were as follows:
Latin AmericaAfricaUnallocatedGuatemala and Honduras (vii) (viii)Eliminations and
Transfers
Total
Latin AmericaAfricaUnallocatedGuatemala and Honduras(vii)Eliminations and
Transfers
Total(US$ millions)
(US$ millions)
Year ended December 31, 2019 
Year ended December 31, 2021Year ended December 31, 2021
Mobile revenue3,258
372

(1,480)
2,150
Mobile revenue3,372 347 — (1,372)— 2,347 
Cable and other fixed services revenue2,197
9

(277)
1,928
Cable and other fixed services revenue2,275 — (334)(2)1,947 
Other revenue60
1

(8)
52
Other revenue70 — — (8)(2)60 
Service revenue (i)5,514
382

(1,766)
4,130
Service revenue (i)5,716 357 — (1,715)(4)4,354 
Telephone and equipment and other revenue (i)449


(243)
206
Telephone and equipment and other revenue (i)503 — — (240)— 263 
Revenue5,964
382

(2,009)
4,336
Revenue6,220 357  (1,955)(4)4,617 
Operating profit (loss)1,006
24
(94)(540)179
575
Operating profit (loss)1,001 29 (7)(574)210 659 
Add back: Add back:
Depreciation and amortization1,435
99
9
(444)
1,100
Depreciation and amortization1,504 83 12 (403)— 1,196 
Share of profit in joint ventures in Guatemala and Honduras



(179)(179)
Share of profit in joint venturesShare of profit in joint ventures— — — — (210)(210)
Other operating income (expenses), net2
(2)42
(8)
34
Other operating income (expenses), net(8)(1)— — (6)
EBITDA (ii)2,443
122
(43)(992)
1,530
EBITDA (ii)2,498 111 6 (977) 1,639 
EBITDA from discontinued operations
(3)


(3)EBITDA from discontinued operations— — — — — — 
EBITDA incl discontinued operations2,443
119
(43)(992)
1,527
EBITDA incl discontinued operations2,498 111 6 (977) 1,639 
Capital expenditure (iii)(1,040)(58)(9)261

(846)Capital expenditure (iii)(1,015)(42)(7)238 — (827)
Changes in working capital and others (iv)(86)14
(52)(18)
(143)Changes in working capital and others (iv)(200)33 116 (13)— (65)
Taxes paid(225)(10)(8)129

(114)Taxes paid(241)(20)(9)143 — (127)
Operating free cash flow (v)1,093
64
(112)(619)
425
Operating free cash flow (v)1,041 81 106 (609) 619 
Total Assets (vi)13,821
936
3,715
(5,465)(151)12,856
Total Assets (vi)14,400 870 6,401 (6,430)(103)15,139 
Total Liabilities8,374
909
3,977
(2,119)(965)10,176
Total Liabilities8,333 937 5,081 (1,761)(191)12,399 


F- 44F-36

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Latin AmericaAfricaUnallocatedGuatemala and Honduras(vii)Eliminations and
Transfers
Total
(US$ millions)
Year ended December 31, 2020
Mobile revenue3,220 357 — (1,461)— 2,116 
Cable and other fixed services revenue2,097 — (302)(1)1,803 
Other revenue60 — (6)(2)52 
Service revenue (i)5,377 366 — (1,769)(4)3,971 
Telephone and equipment revenue (i)466 — — (266)— 201 
Revenue5,843 366  (2,035)(4)4,171 
Operating profit (loss)803 36 (32)(536)175 446 
Add back:
Depreciation and amortization1,561 89 11 (453)— 1,208 
Share of profit in joint ventures— — — — (171)(171)
Other operating income (expenses), net(5)— 23 (3)(4)12 
EBITDA (ii)2,360 125 2 (992) 1,495 
EBITDA from discontinued operations— (4)— — — (4)
EBITDA incl discontinued operations2,360 121 2 (992) 1,491 
Capital expenditure (iii)(926)(42)(4)258 — (714)
Changes in working capital and others (iv)61 11 (7)(43)— 22 
Taxes paid(260)(10)(2)131 — (142)
Operating free cash flow (v)1,234 80 (11)(645) 657 
Total Assets (vi)13,418 926 4,052 (5,116)(859)12,422 
Total Liabilities8,878 959 3,342 (2,044)(987)10,148 

 Latin AmericaAfricaUnallocatedGuatemala and Honduras(vii)Eliminations and
Transfers
Total
 (US$ millions)
Year ended December 31, 2018 (viii)      
Mobile revenue3,214
388

(1,475)
2,126
Cable and other fixed services revenue1,808
10

(253)
1,565
Other revenue48
1

(6)
43
Service revenue (i)5,069
398

(1,734)
3,734
Telephone and equipment revenue (i)415


(203)
212
Revenue5,485
399

(1,937)
3,946
Operating profit (loss)995
25
(47)(488)154
640
Add back:





Depreciation and amortization1,133
80
5
(416)
803
Share of profit in joint ventures in Guatemala and Honduras



(154)(154)
Other operating income (expenses), net(51)(3)(2)(19)
(75)
EBITDA (ii)2,077
102
(44)(922)
1,213
EBITDA from discontinued operations
44



44
EBITDA incl discontinued operations2,077
146
(44)(922)
1,257
Capital expenditure (iii)(872)(59)(2)225

(708)
Changes in working capital and others (iv)(42)28
13
(12)
(13)
Taxes paid(264)(24)(6)142

(153)
Operating free cash flow (v)899
91
(39)(568)
383
Total Assets (vi)11,751
839
2,752
(5,219)190
10,313
Total Liabilities6,127
905
2,953
(1,814)(650)7,521
F-37


F- 45

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Latin AmericaAfricaUnallocatedGuatemala and Honduras(vii)Eliminations and
Transfers
Total
(US$ millions)
Year ended December 31, 2019
Mobile revenue3,258 372 — (1,480)— 2,150 
Cable and other fixed services revenue2,197 — (277)— 1,928 
Other revenue60 — (9)— 51 
Service revenue (i)5,514 382 — (1,766)— 4,130 
Telephone and equipment revenue (i)449 — — (243)— 206 
Total Revenue5,964 382  (2,010) 4,336 
Operating profit (loss)980 19 (64)(540)179 575 
Add back:
Depreciation and amortization1,435 99 (444)— 1,100 
Share of profit in joint ventures— — — — (179)(179)
Other operating income (expenses), net(2)42 (8)— 34 
EBITDA (ii)2,418 117 (13)(992) 1,530 
EBITDA from discontinued operations— (3)— — — (3)
EBITDA incl discontinued operations2,418 114 (13)(992) 1,527 
Capital expenditure (iii)(1,040)(58)(9)261 — (846)
Changes in working capital and others (iv)(86)14 (52)(18)— (143)
Taxes paid(225)(10)(8)129 — (114)
Operating free cash flow (v)1,067 59 (82)(619) 425 
Total Assets (vi)13,859 936 3,715 (5,465)(150)12,895 
Total Liabilities8,413 909 3,977 (2,119)(965)10,215 
(i)    Service revenue is Group revenue related to the provision of ongoing services such as monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions, installation fees and fees from other telecommunications services such as data services, SMS and other value-added services excluding telephone and equipment sales. Revenues from other sources comprises rental, sub-lease rental income and other non-recurring revenues. The Group derives revenue from the transfer of goods and services over time and at a point in time. Refer to the table below.
(ii) EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on the disposal of fixed assets. EBITDA is used by the management to monitor the segmental performance and for capital management.
(iii) Cash spent for capex excluding spectrum and licenses of $37 million (2020: $101 million; 2019: $59 million) and cash received on tower deals of nil (2020: nil ; 2019: $22 million).
(iv)    Changes in working capital and others include changes in working capital as stated in the cash flow statement, as well as share-based payments expense and non-cash bonuses.
(v)    Operating Free Cash Flow is EBITDA less cash capex (excluding spectrum and license costs) less change in working capital, other non-cash items (share-based payment expense and non-cash bonuses) and taxes paid.
(vi)    Segment assets include goodwill and other intangible assets.
(vii)    Including eliminations for Guatemala and Honduras as reported in the Latam segment.
(viii)    Our operations in Guatemala are fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details. As a result, from the acquisition date of November 12, 2021, Guatemala's statement of income and cash flow figures are no longer deducted to reconcile to the total consolidated balances.


F-38

 Latin AmericaAfricaUnallocatedGuatemala and Honduras(vii)Eliminations and
Transfers
Total
 (US$ millions)
Year ended December 31, 2017 (viii)      
Mobile revenue3,283
374

(1,510)
2,147
Cable and other fixed services revenue1,755
9

(213)
1,551
Other revenue40
2

(4)
38
Service revenue (i)5,078
385

(1,727)
3,737
Telephone and equipment revenue (i)363
1

(165)
199
Total Revenue5,441
386

(1,892)
3,936
Operating profit (loss)899
28
(5)(431)140
632
Add back:      
Depreciation and amortization1,174
81
6
(450)
812
Share of profit in joint ventures in Guatemala and Honduras



(140)(140)
Other operating income (expenses), net(49)(11)10
(18)
(69)
EBITDA (ii)2,024
97
12
(898)
1,236
EBITDA from discontinued operations
115



115
EBITDA incl discontinued operations2,024
212
12
(898)
1,351
Capital expenditure (iii)(855)(99)(1)237

(718)
Changes in working capital and others (iv)(53)(6)(10)27

(43)
Taxes paid(239)(18)1
124

(132)
Operating free cash flow (v)877
89
2
(511)1
459
Total Assets (vi)10,411
1,482
598
(5,420)2,393
9,464
Total Liabilities5,484
1,673
1,465
(1,961)(478)6,183
(i)Service revenue is Group revenue related to the provision of ongoing services such as monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, SMS and other value-added services excluding telephone and equipment sales. Revenues from other sources comprises rental, sub-lease rental income and other non recurring revenues. The Group derives revenue from the transfer of goods and services over time and at a point in time. Refer to the table below.
(ii)
EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on the disposal of fixed assets. EBITDA is used by the management to monitor the segmental performance and for capital management. For the year ended December 31, 2019, the application of IFRS 16 had a positive impact on EBITDA as compared to what our results would have been if we had continued to follow the IAS 17 standard.
(iii)
Cash spent for capex excluding spectrum and licenses of $59 million (2018: $61 million; 2017: $53 million) and cash received on tower deals of $22 million (2018: $141 million; 2017: $161 million).
(iv)Changes in working capital and others include changes in working capital as stated in the cash flow statement, as well as share-based payments expense and non-cash bonuses.
(v)Operating Free Cash Flow is EBITDA less cash capex (excluding spectrum and license costs) less change in working capital, other non-cash items (share-based payment expense and non-cash bonuses) and taxes paid.
(vi)Segment assets include goodwill and other intangible assets.
(vii)Including eliminations for Guatemala and Honduras as reported in the Latam segment.
(viii)Restated as a result of classification of certain of our African operations as discontinued operations (see notes A.4. and E.4.).


F- 46

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Revenue from contracts with customers from continuing operations:
Twelve months ended December 31, 2021Twelve months ended December 31, 2020Twelve months ended December 31, 2019
$ millionsTiming of revenue recognitionLatin AmericaAfricaTotal GroupLatin AmericaAfricaTotal GroupLatin AmericaAfricaTotal Group
MobileOver time1,963 233 2,196 1,728 239 1,967 1,747 261 2,007 
Mobile Financial ServicesPoint in time37 114 150 31 118 149 31 112 143 
Cable and other fixed servicesOver time1,938 1,947 1,794 1,803 1,919 1,928 
OtherOver time60 — 60 51 52 51 52 
Service Revenue3,998 357 4,354 3,604 366 3,971 3,748 382 4,130 
Telephone and equipmentPoint in time263 — 263 201 — 201 206 — 206 
Revenue from contracts with customers4,261 357 4,617 3,805 366 4,171 3,954 382 4,336 
  Twelve months ended December 31, 2019 Twelve months ended December 31, 2018 
$ millionsTiming of revenue recognitionLatin AmericaAfricaTotal GroupLatin AmericaAfricaTotal Group
MobileOver time1,747
261
2,007
1,701
280
1,981
Mobile Financial ServicesPoint in time31
112
143
37
108
145
Cable and other fixed servicesOver time1,919
9
1,928
1,556
10
1,565
OtherOver time51
1
52
42
1
43
Service Revenue
3,748
382
4,130
3,336
398
3,734
Telephone and equipmentPoint in time206

206
212

212
Revenue from contracts with customers 3,954
382
4,336
3,548
399
3,946


B.4. People
Number of permanent employees
202120202019
Continuing operations (i)19,749 16,955 17,687 
Joint ventures (ii)938 4,464 4,688 
Discontinued operations— — — 
Total20,687 21,419 22,375 
 201920182017
Continuing operations(i)17,687
16,725
14,134
Joint ventures (Guatemala, Honduras and Ghana)4,688
4,416
4,326
Discontinued operations
262
667
Total22,375
21,403
19,127
(i)Emtelco headcount are excluded from this disclosure and any internal reporting because their costs are classified as direct costs and not employee related costs.
(i)    Emtelco 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.
 Notes201920182017
  (US$ millions) 
Wages and salaries (358)(346)(308)
Social security (68)(60)(56)
Share based compensationB.4.1.(27)(21)(22)
Pension and other long-term benefit costsB.4.2.(4)(7)(8)
Other employees related costs (39)(67)(41)
Total (496)(500)(434)
(ii)    Includes only Honduras for 2021 and also Guatemala and Ghana for 2020 and 2019.

Notes202120202019
(US$ millions)
Wages and salaries(383)(356)(358)
Social security(71)(66)(68)
Share based compensationB.4.1.(17)(24)(27)
Pension and other long-term benefit costsB.4.2.(6)(4)(4)
Other employees related costs(27)(27)(39)
Total(503)(477)(496)

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 two2 types of annual plans, a performance share plan (PSP) and a deferred share plan.plan (DSP). The different plans are further detailed below.



F-39
F- 47

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Cost of share basedshare-based compensation
202120202019
201920182017(US$ millions)
(US$ millions) 
2016 incentive plans
(4)(6)
2017 incentive plans(7)(8)(12)2017 incentive plans— — (7)
2018 incentive plans(8)(11)
2018 incentive plans— (2)(8)
2019 incentive plans(14)

2019 incentive plans(8)(14)
2020 incentive plans2020 incentive plans(3)(13)— 
2021 incentive plans2021 incentive plans(17)— — 
Total share based compensation(27)(21)(22)Total share based compensation(17)(24)(27)
Deferred share plan (unchanged since 2014, except for vesting schedule)
Until 2018 deferred awards plan, participants were granted shares based on past performance, with 16.5% of the shares vesting on January 1 of each of year one and two, and the remaining 67% on 1 January of year three. Beginning withAs from the 2019 plan, while all other guidelines remain the same, shares vest withat a rate of 30% on January 1 of each of year one and two, and the remaining 40% on 1 January of year three.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 (issued in 2015)
Under this plan, shares granted did vest in full in 2019, subject to performance conditions, 62.5% based on Absolute Total Shareholder Return (TSR) and 37.5% based on actual vs budgeted EBITDA minus CAPEX minus Change in Working Capital (Free Cash Flow). As the TSR measure is a market condition, the fair value of the shares in the performance share plan requires consideration of potential adjustments for future market-based conditions at grant date.
For this, a specific valuation had been performed at grant date based on the probability of the TSR conditions being met (and to which extent) and the expected payout based upon leaving conditions.
The Free Cash Flows (FCF) condition is a non-market measure which had been considered together with the leaving estimate and based initially on a 100% fulfillment expectation. The reference share price for 2015 performance share plan is the same share price as the share price for the deferred share plan.
Performance share plan (for plans issued in 2016 and 2017)from 2018)
Shares granted under this performance share plan vest at the end of the three-year period, subject to performance conditions, 25% based on Positive Absolute Total Shareholder Return (Absolute TSR), 25% based on Relative Total Shareholder Return (Relative TSR) and 50% based on budgeted Earnings Before Interest Tax Depreciation and Amortization (EBITDA) minus Capital Expenditure (Capex) minus Change in Working Capital (CWC) (Free Cash Flow).
As the TSRs measures are market conditions, the fair value of the shares in the performance share plan requires consideration of potential adjustments for future market-based conditions at grant date.
For this, a specific valuation had been performed at grant date based on the probability of the TSR conditions being met (and to which extent) and the expected payout based upon leaving conditions.
The Free Cash Flows (FCF) condition is a non-market measure which had been considered together with the leaving estimate and based initially on a 100% fulfillment expectation. The reference share price for this condition is the same share price as the share price for the deferred share plan above.
Performance share plan (for plans issued from 2018)
Shares granted under this performance share plan vest at the end of the three-yearthree-year period, subject to performance conditions, 25% based on Relative Total Shareholder Return (“Relative TSR”), 25% based on the achievement of the Service Revenue target measured on a 3-year CAGRs from year one to year three of the plan (“Service Revenue”) and 50% based on the achievement of the Operating Free Cash Flow (“Operating Free Cash Flow”) target measured on a 3-year CAGRs from year one to year three of the plan. From 2020 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").
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.

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, and to reflect the need for retention and to align more with U.S. practice, Millicom have added time vested Restricted Stock Units (“RSU’s”) as a component of the LTI 2021 representing 35% of the award. The RSU’s will vest at the end of three years depending on satisfactory service condition. The Relative TSR, which account for 20% of the award, will be measured over the 10 trading days before / after December 31 of the last year of the corresponding three-year measurement period. The Service Revenue (15%) and Operating Cash Flow after Leases ("OCFaL") (30%) performance conditions will not be measured based on a CAGR anymore but on the actual cumulative achievement against the 3-year cumulative targets to better reflect the performance over the three-year period rather than simply the end point as is the case with a CAGR target.

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.
F- 48

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

Assumptions and fair value of the shares under the TSR portion(s)
Risk-free
rate %
Dividend yield %Share price volatility(i) %Award term (years)Share fair value (in US$)
Performance share plan 2021 (Relative TSR)0.29 1.28 46.28 2.82 52.99 
Performance share plan 2020 (Relative TSR)0.61 1.47 24.54 2.93 55.66 
Performance share plan 2019 (Relative TSR)(0.24)3.01 26.58 2.93 49.79 
Performance share plan 2018 (Relative TSR)(0.39)3.21 30.27 2.93 57.70 
(i)    Historical volatility retained was determined on the basis of a three-year historic average.
 Risk-free
rate %
Dividend yield %Share price volatility(i) %Award term (years)Share fair value (in US$)
Performance share plan 2019 (Relative TSR)(0.24)3.0126.582.93
49.79
Performance share plan 2018 (Relative TSR)(0.39)3.2130.272.93
57.70
Performance share plan 2017 (Relative TSR)(0.40)3.8022.502.92
27.06
Performance share plan 2017 (Absolute TSR)(0.40)3.8022.502.92
29.16
Performance share plan 2016 (Relative TSR)(0.65)3.4930.002.61
43.35
Performance share plan 2016 (Absolute TSR)(0.65)3.4930.002.61
45.94
Performance share plan 2015 (Absolute TSR)(0.32)2.7823.002.57
32.87
Executive share plan 2015 – Component A(0.32)N/A23.002.57
53.74
Executive share plan 2015 – Component B(0.32)N/A23.002.57
29.53
(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.

F-40

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
The cost of these plans is recognized, together with a corresponding increase in equity (share compensation 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.condition (such as the Relative TSR). These are treated as vested, regardless of whether or not the market conditions aresatisfied, 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.
Plan awards and shares expected to vest
2021 plans2020 plans2019 plans2018 plans
PSPDSPPSPDSPPSPDSPPSPDSP
(number of shares)
Initial shares granted451,363 536,890 341,897 370,131 257,601 297,856 237,196 262,317 
Additional shares granted(i)— 5,824 — 5,928 — 43,115 — 3,290 
Revision for forfeitures(17,469)(11,790)(264,137)(26,815)(204,649)(31,553)(78,903)(38,167)
Revision for cancellations— — — — — — (4,728)— 
Total before issuances433,894 530,924 77,760 349,244 52,952 309,418 153,565 227,440 
Shares issued in 2018— — — — — — (97)(18,747)
Shares issued in 2019— — — — (150)(24,294)(3,109)(54,971)
Shares issued in 2020— — — (3,571)(17)(96,629)(304)(35,125)
Shares issued in 2021(1,121)(5,760)— (113,653)— (87,141)(103,725)(118,597)
Performance conditions not met— — — — — — (46,330)— 
Shares still expected to vest432,773 525,164 77,760 232,020 52,785 101,354 — — 
Estimated cost over the vesting period (US$ millions)16 19 15 18 12 14 
 2019 plans2018 plans2017 plans2016 plans
 Performance planDeferred planPerformance planDeferred planPerformance planDeferred planPerformance planDeferred plan
   (number of shares)
Initial shares granted257,601
320,840
237,196
262,317
279,807
438,505
200,617
287,316
Additional shares granted(i)
20,131

3,290
2,868
29,406


Revision for forfeitures(17,182)(9,198)(27,494)(26,860)(40,946)(88,437)(49,164)(78,253)
Revision for cancellations

(4,728)




Total before issuances240,419
331,773
204,974
238,747
241,729
379,474
151,453
209,063
Shares issued in 2017




(2,686)(1,214)(1,733)
Shares issued in 2018

(97)(18,747)(2,724)(99,399)(752)(43,579)
Shares issued in 2019(150)(24,294)(3,109)(54,971)(19,143)(82,486)(149,487)(163,751)
Shares still expected to vest240,269
307,479
201,768
165,029
219,862
194,903


Estimated cost over the vesting period (US$ millions)11
18
12
14
10
20
8
12
(i)(i)    Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.



F- 49

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 our 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 is determined on the basis of a share price at inception of $43.09 for Tranche 2022 and $47.00 for Tranche 2023 (targets consider that Millicom share price at grant date - $39.17 - will appreciate 10% for Tranche 2022 and 20% for tranche 2 from the grant price). At the vesting date, the value of the MSU will be determined by the 30-trading day average share price ending on June 30, 2022 for Tranche 2022, and the 30-trading day average share price ending on June 30, 2023 for Tranche 2023. For each Tranche, the payment will be 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 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.
Notes to the Consolidated Financial Statements
The MSU is a cash-settled share-based payment plan and Millicom will measure 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, 2021, the fair value of the liability was determined by using Millicom's share price (using a Black-Scholes model would not result in material differences) and amounts to $3 million (the expense for the year is for the same amount).

For the years ended December 31, 2019, 2018 and 2017 (continued)
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B.4.2. Pension and other long-term employee benefit plans

F-41

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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. No further 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 five years of service whereby additional bonuses are paid to employees that reach each incremental length of service milestone (from five to 40 years).
Termination plans
In addition, 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, 2019,2021, the defined benefit obligation liability amounted to $59 $42 million (2018: $60 million) (2020: $59 million) and payments expected in the plans in future years totals $106$81 million (2018: $111 million) (2020: $95 million). The average duration of the defined benefit obligation at December 31, 20192021 is 65 years (2018: 7(2020: 6 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).
Remuneration charge for the Board (gross of withholding tax)
202120202019
(US$ ’000)
Chairperson300 300 366 
Other members of the Board1,338 1,188 1,557 
Total (i)1,638 1,488 1,923 

Shares beneficially owned by the Directors

F-42

 201920182017
 (US$ ’000)
Chairperson366
169
233
Other members of the Board1,557
774
889
Total (i)1,923
943
1,122
(i)Cash compensation converted from SEK to USD at exchange rates on payment dates for 2017 and 2018, in 2019 cash compensation was denominated in USD. Share based compensation based on the market value of Millicom shares on the corresponding AGM date (2019: in total 19,483 shares; 2018: in total 6,591 shares; 2017: in total 8,731 shares). Net remuneration comprised 73% in shares and 27% in cash (SEK) (2018: 51% in shares and 49% in cash; 2017: 52% in shares and 48% in cash).


F- 50

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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20212020
(number of shares)
Chairperson18,634 13,427 
Other members of the Board61,022 52,593 
Total (i)79,656 66,020 
Shares beneficially owned by(i)Cash compensation is denominated in USD. Share based compensation based on the Directors
market value of Millicom shares on the corresponding AGM date (2021: in total 24,737 shares; 2020: in total 32,358 shares; 2019: in total 19,483 shares-includes 2,876 additional shares that were awarded for the period from the 9 January 2019 date of listing on the Nasdaq Stock Market in the US and the date of the 2019 AGM). Net remuneration comprised 73% in shares and 27% in cash (SEK) (2020: 71% in shares and 29% in cash; 2019: 73% in shares and 27% in cash).
 20192018
 (number of shares)
Chairperson5,814
8,554
Other members of the Board32,279
15,333
Total (i)38,093
23,887
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 Committee of the Board.
If the employment of Millicom’s senior executives is terminated, severance of up to 12 months’ salary is potentially payable.
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 Committee and approved by the Board.
Remuneration charge for the Executive Team
CEOCFOExecutive Team (5 members)
(US$ ’000)
2021
Base salary1,185 708 2,783 
Bonus2,164 969 2,718 
Pension284 106 652 
Other benefits88 46 791 
MSU (v)991 198 545 
Total before share based compensation4,712 2,027 7,489 
Share based compensation(i)(ii) in respect of 2021 LTIP (iv)7,914 1,652 5,383 
Total12,626 3,679 12,872 
CEOCFOExecutive Team (9 members) (iii)
(US$ ’000)
2020
Base salary1,173 670 2,612 
Bonus1,301 509 1,837 
Pension285 100 663 
Other benefits82 38 303 
Total before share based compensation2,841 1,317 5,414 
Share based compensation(i)(ii) in respect of 2020 LTIP (iv)7,114 1,834 3,796 
Total9,955 3,151 9,210 
 CEOCFOExecutive Team (8 members)(iii)
 (US$ ’000)
2019   
Base salary1,167
654
3,498
Bonus1,428
626
2,098
Pension279
98
798
Other benefits50
260
1,521
Termination benefits

863
Total before share based compensation2,924
1,639
8,779
Share based compensation(i)(ii) in respect of 2019 LTIP5,625
1,576
5,965
Total8,549
3,215
14,743
Remuneration charge for the Executive Team

 CEOCFOExecutive Team (9 members)
 (US$ ’000)
2018   
Base salary1,112
673
3,930
Bonus1,492
557
2,445
Pension247
101
962
Other benefits66
63
805
Termination benefits

301
Total before share based compensation2,918
1,393
8,444
Share based compensation(i)(ii) in respect of 2018 LTIP5,027
1,567
4,957
Total7,945
2,960
13,401
F-43




F- 51

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

CEOCFOExecutive team
(9 members)
(US$ ’000)
2019
Base salary1,167 654 3,498 
Bonus1,428 626 2,098 
Pension279 98 798 
Other benefits50 260 1,521 
Termination benefits— — 863 
Total before share based compensation2,924 1,639 8,779 
Share based compensation(i)(ii) in respect of 2019 LTIP (iv)5,625 1,576 5,965 
Total8,549 3,215 14,743 
Remuneration charge(i)    See note B.4.1.
(ii)    Share awards of 196,904 and 211,578 were granted in 2021 under the 2019 LTIPs to the CEO, and Executive Team (2020: 153,894 and 135,269, respectively; 2019: 102,122 and 135,480, respectively).
(iii)    'Other Executives' includes compensation paid in 2020 to Rachel Samren former Chief External Affairs Officer (departure August 31, 2020) and to HL Rogers former Chief Ethics and Compliance Officer (departure January 1, 2020). Additionally other Benefits' for 'Other Executives' include medical and dental insurance for Daniel Loria, former CHRO.
(iv)    Calculated based on the Executive teamclosing Millicom share price on the Nasdaq in the US at the grant date.
(v)    Represents the amount earned in 2021.
 CEOCFOExecutive team
(9 members)
 (US$ ’000)
2017   
Base salary1,000
648
3,822
Bonus707
455
1,590
Pension150
97
628.5
Other benefits64
15
1,192.5
Total before share based compensation1,921
1,215
7,233
Share based compensation(i)(ii) in respect of 2017 LTIP2,783
1,492
5,202
Total4,704
2,707
12,435
(i)See note B.4.1.
(ii)Share awards of 102,122 and 135,480 were granted in 2019 under the 2019 LTIPs to the CEO, and Executive Team (2018: 80,264 and 112,472, respectively; 2017: 61,724 and 167,371, respectively).
(iii)Other Executives’ compensation includes Daniel Loria, former CHRO and Rodrigo Diehl, EVP Strategy.


Share ownership and unvested share awards granted from Company equity plans to the Executive team
CEOExecutive teamTotal
(number of shares)
2021
Share ownership (vested from equity plans and otherwise acquired)232,562 221,407 453,969 
Share awards not vested278,666 295,568 574,234 
2020
Share ownership (vested from equity plans and otherwise acquired)194,432 169,725 364,157 
Share awards not vested325,250 297,317 622,567 
 CEOExecutive teamTotal
 (number of shares)
2019   
Share ownership (vested from equity plans and otherwise acquired)190,577
136,306
326,883
Share awards not vested236,211
334,193
570,404
2018   
Share ownership (vested from equity plans and otherwise acquired)122,310
84,782
207,092
Share awards not vested172,485
339,726
512,211


B.5. Other non-operating (expenses) income, net
Non-operating items mainly comprise changes in fair value of derivatives and the impact of foreign exchange fluctuations on the results of the Group.
December 31
Note202120202019
(US$ millions)
Change in fair value of derivativesC.7.2.(11)
Change in fair value in investment in Jumia (i)— (18)(38)
Change in fair value in investment in HT (ii)C.7.3.18 (16)312 
Change in value of call option asset and put option liabilityC.7.4.(31)(25)
Exchange gains (losses), net(43)(69)(32)
Other non-operating income (expenses), net10 
Total(50)(106)227 
(i) In June 2020, Millicom disposed of its entire stake in Jumia for a total net consideration of $29 million, triggering a net gain on disposal of $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-44

 Year ended December 31,
 201920182017
 (US$ millions) 
Change in fair value of derivatives (see note C.7.2.)
(1)(22)
Change in fair value in investment in Jumia (C.7.3.)(38)

Change in fair value in investment in HT (C.7.3.)312


Change in value of put option liability (C.7.4.)(25)

Exchange gains (losses), net(32)(40)21
Other non-operating income (expenses), net10
2

Total227
(39)(2)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
(ii) In June 2021, Millicom disposed of its entire stake in HT for a total net consideration of $163 million, triggering a net loss on disposal of $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"

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


F- 52

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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 intragroupintra-group dividends and royalties for use of Millicom trademarks and brands. Millicom operations are in jurisdictions with income tax rates of 10% to 35%levied on either revenue or profit before income tax (2018:(2020: 10% to 37%35%; 2017:2019: 10% to 40%35%). Income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of income.
Income tax charge
201920182017202120202019
(US$ millions)(US$ millions)
Income tax (charge) credit Income tax (charge) credit
Withholding tax(56)(64)(74)Withholding tax(56)(83)(56)
Other income tax relating to the current year(88)(82)(81)Other income tax relating to the current year(112)(65)(88)
Adjustments in respect of prior years(7)1
(21)Adjustments in respect of prior years(18)(29)(7)
Total(151)(145)(176)Total(186)(177)(151)
Deferred tax (charge) credit Deferred tax (charge) credit
Origination and reversal of temporary differences58
32
15
Origination and reversal of temporary differences73 99 58 
Effect of change in tax rates(8)(10)19
Effect of change in tax rates29 (5)(8)
Tax income (expense) before valuation allowances50
22
34
Tax income (expense) before valuation allowances102 94 50 
Effect of valuation allowances(9)(8)(28)Effect of valuation allowances(87)(19)(9)
Total41
14
6
Total15 75 41 
Adjustments in respect of prior years(10)19
8
Adjustments in respect of prior years(18)— (10)
31
33
14
(3)75 31 
Tax (charge) credit on continuing operations(120)(112)(162)Tax (charge) credit on continuing operations(189)(102)(120)
Tax (charge) credit on discontinuing operations(2)(4)4
Tax (charge) credit on discontinuing operations— (2)(2)
Total tax (charge) credit(122)(116)(158)Total tax (charge) credit(189)(104)(122)


F- 53F-45

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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Reconciliation between the tax expense and tax at the weighted average statutory tax rate is as follows:
Income tax calculation
202120202019
TotalContinuing operationsDiscontinued operationsTotalContinuing operationsDiscontinued operationsTotal
(US$ millions)
Profit before tax732 (271)(11)(282)218 59 277 
Tax at the weighted average statutory rate(154)82 85 (37)(11)(48)
Effect of:
Items taxed at a different rate— (1)— (1)
Change in tax rates on deferred tax balances29 (5)— (5)(8)— (8)
Expenditure not deductible and income not taxable79 (106)(3)(109)(37)(28)
Unrelieved withholding tax(55)(83)— (83)(56)— (56)
Accounting for associates and joint ventures41 42 — 42 36 — 36 
Movement in deferred tax on unremitted earnings(15)15 — 15 — 
Unrecognized deferred tax assets(144)(27)— (27)(20)— (20)
Recognition of previously unrecognized deferred tax assets57 — 11 — 11 
Adjustments in respect of prior years(36)(29)(2)(31)(17)— (17)
Total tax (charge) credit(189)(102)(2)(104)(120)(2)(122)
Weighted average statutory tax rate21.0 %30.3 %30.1 %17.0 %17.3 %
Effective tax rate25.8 %-37.5 %-36.8 %55.0 %44.0 %
 201920182017
 Continuing operationsDiscontinued operationsTotalContinuing operationsDiscontinued operationsTotalContinuing operationsDiscontinued operationsTotal
 (US$ millions)
Profit before tax218
59
277
119
(29)90
171
56
227
Tax at the weighted average statutory rate(37)(11)(48)(1)
(1)(10)(12)(22)
Effect of:         
Items taxed at a different rate(1)
(1)7

7
(11)
(11)
Change in tax rates on deferred tax balances(8)
(8)(10)
(10)19

19
Expenditure not deductible and income not taxable(37)9
(28)(59)(2)(61)(64)5
(59)
Unrelieved withholding tax(56)
(56)(64)
(64)(73)
(73)
Accounting for associates and joint ventures36

36
5

5
17

17
Movement in deferred tax on unremitted earnings9

9
(2)
(2)1

1
Unrecognized deferred tax assets(20)
(20)(8)(2)(10)(29)(12)(41)
Recognition of previously unrecognized deferred tax assets11

11



1
13
14
Adjustments in respect of prior years(17)
(17)20

20
(13)10
(3)
Total tax (charge) credit(120)(2)(122)(112)(4)(116)(162)4
(158)
Weighted average statutory tax rate17.0% 17.3%0.8% 1.1%5.8% 9.7%
Effective tax rate55.0% 44.0%94.1% 128.9%94.7% 69.6%


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.

B.6.3. Deferred tax
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


F- 54

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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.

F-46

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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.
Deferred tax
Fixed assetsUnused tax lossesUnremitted earningsOtherOffsetTotal
(US$ millions)
Balance at December 31, 2019(223)34 (25)129 — (85)
Deferred tax assets84 34 — 134 (52)200 
Deferred tax liabilities(307)— (25)(5)52 (285)
Balance at December 31, 2019(223)34 (25)129  (85)
(Charge)/credit to income statement81 150 15 (171)— 75 
Change in scope— — — — — — 
Exchange differences— (1)(4)— (2)
Balance at December 31, 2020(142)187 (11)(46) (12)
Deferred tax assets97 187 — 102 (189)197 
Deferred tax liabilities(239)— (11)(148)189 (209)
Balance at December 31, 2020(142)187 (11)(46) (12)
Change in scope(9)— — — (6)
(Charge)/credit to income statement (i)23 (27)(15)16 — (3)
Charge to Other Comprehensive Income— — — (1)— (1)
Exchange differences(2)(4)— (6)— (12)
Balance at Balance at 31 December 2021(130)156 (26)(34) (34)
Deferred tax assets97 156 — 162 (235)180 
Deferred tax liabilities(227)— (26)(196)235 (214)
Balance at December 31, 2021(130)156 (26)(34) (34)
 Fixed assetsUnused tax lossesUnremitted earningsOtherOffsetTotal
 (US$ millions)
Balance at December 31, 201732
52
(32)72

124
(Charge)/credit to income statement(18)(3)(2)56

33
Change in scope(192)

8

(184)
Accounting policy changes


4

4
Exchange differences
(5)
(6)
(11)
Balance at December 31, 2018(178)44
(34)134

(34)
Deferred tax assets76
44

134
(52)202
Deferred tax liabilities(254)
(34)
52
(236)
Balance at December 31, 2018(178)44
(34)134

(34)
(Charge)/credit to income statement41
(15)8
(3)
31
Change in scope(82)5

4

(73)
Transfers to assets held for sale


(3)
(3)
Exchange differences2


(2)

Balance at December 31, 2019(217)34
(26)130

(79)
Deferred tax assets84
34

134
(52)200
Deferred tax liabilities(301)
(26)(4)52
(279)
Balance at December 31, 2019(217)34
(26)130

(79)
(i) The movement in the deferred tax balance includes the net effect of the derecognition and recognition of certain deferred tax assets in Colombia (a net negative movement of $30 million).
Deferred tax assets have not been recognized in respect of the following deductible temporary differences:
 Fixed assetsUnused tax lossesOtherTotal
 (US$ millions)
At December 31, 201992
4,705
126
4,923
At December 31, 201892
4,886
134
5,112


F- 55

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Fixed assetsUnused tax lossesOtherTotal
(US$ millions)
At December 31, 2021117 4,856 103 5,076 
At December 31, 202057 4,668 218 4,943 
Unrecognized tax losses carryforward related to continuing operations expire as follows:
201920182017202120202019
(US$ millions)(US$ millions)
Expiry: Expiry:
Within one year1
0
39
Within one year
Within one to five years2
3
494
Within one to five years
After five years493
493

After five years1,232 1,089 493 
No expiry4,209
4,390
4,311
No expiry3,621 3,573 4,209 
Total4,705
4,886
4,844
Total4,856 4,668 4,705 
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, 2019,2021, Millicom had $697$725 million of unremitted earnings of Millicom operating subsidiaries for which no deferred tax liabilities were recognized (2018: $584(2020: $621 million; 2017: $8422019: $697 million). Except for intragroup dividends to be paid out of 20192021 profits

F-47

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
in 20202022 for which deferred tax of $26 million (2018: $34(2020: $11 million; 2017 $322019 $26 million) has been provided, it is anticipated that intragroupintra-group dividends paid in future periods will be made out of profits of future periods.

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 theeach 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 theeach year, plus the weighted average number of dilutive potential shares.
Net profit/(loss) used in the earnings (loss) per share computation
201920182017202120202019
(US$ millions)(US$ millions)
Basic and Diluted Basic and Diluted
Net profit (loss) attributable to equity holders from continuing operations93
23
28
Net profit (loss) attributable to equity holders from continuing operations591 (332)93 
Net profit (loss) attributable to equity holders from discontinuing operations57
(33)59
Net profit attributable to all equity holders to determine the basic earnings (loss) per share149
(10)87
Net profit (loss) attributable to equity holders from discontinued operationsNet profit (loss) attributable to equity holders from discontinued operations— (12)57 
Net profit/(loss) attributable to all equity holders to determine the basic profit (loss) per shareNet profit/(loss) attributable to all equity holders to determine the basic profit (loss) per share590 (344)149 
Weighted average number of shares in the earnings (loss) per share computation
202120202019
(thousands of shares)
Weighted average number of ordinary shares (excluding treasury shares) for basic earnings (loss) per share101,129 101,172 101,144 
Potential incremental shares— — — 
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution101,129 101,172 101,144 
 201920182017
 (thousands of shares)
Weighted average number of ordinary shares (excluding treasury shares) for basic earnings (loss) per share101,144
100,793
100,384
Potential incremental shares as a result of share options


Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution101,144
100,793
100,384

C. Capital structure and financing

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


F- 56

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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the shares are canceled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental costs and the related income tax effects is included in equity attributable to the Company’s equity holders.
Share capital, share premium
2021 (i)2020
Authorized and registered share capital (number of shares)133,333,200 133,333,200 
Subscribed and fully paid up share capital (number of shares)101,739,217 101,739,217 
Par value per share1.50 1.50 
Share capital (US$ millions)153 153 
Share premium (US$ millions)476 478 
Total (US$ millions)628 630 
 20192018
Authorized and registered share capital (number of shares)133,333,200
133,333,200
Subscribed and fully paid up share capital (number of shares)101,739,217
101,739,217
Par value per share1.50
1.50
Share capital (US$ millions)153
153
Share premium (US$ millions)480
482
Total (US$ millions)633
635

Other equity reserves(i) On December 13, 2021, Millicom's Board of Directors proposed to increase the authorized share capital of the Company to $300 million divided into 200,000,000 shares with a par value of $1.50 each, through an extraordinary general meeting ("EGM"). The proposal has been ratified at the EGM which took place on February 28, 2022.

 Legal reserveEquity settled transaction reserveHedge reserveCurrency translation reservePension obligation reserveTotal
 (US$ millions)
As of January 1, 201716
43
(4)(616)(1)(562)
Share based compensation
22



22
Issuance of shares – 2014, 2015, 2016 LTIPs
(18)


(18)
Remeasurements of post-employment benefit obligations



(2)(2)
Cash flow hedge reserve movement

4


4
Currency translation movement


85

85
As of December 31, 201716
46

(531)(3)(472)
Share based compensation
22



22
Issuance of shares –2015, 2016, 2017 LTIPs
(22)


(22)
Cash flow hedge reserve movement

(1)

1
Currency translation reserved recycled to statement of income





Currency translation movement


(68)
(67)
As of December 31, 201816
47
(1)(599)(3)(538)
Share based compensation
29



29
Issuance of shares –2016, 2017, 2018, 2019 LTIPs
(25)


(25)
Cash flow hedge reserve movement

(16)

(16)
Currency translation movement


(2)
(2)
Effect of restructuring in Tanzania


9

9
As of December 31, 201916
52
(18)(593)(2)(544)
F-48


F- 57

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

Other equity reserves
Legal reserveEquity settled transaction reserveHedge reserveCurrency translation reservePension obligation reserveTotal
(US$ millions)
As of January 1, 201916 47 (1)(599)(3)(538)
Share based compensation— 29 — — — 29 
Issuance of shares – 2015, 2016, 2017 LTIPs— (25)— — — (25)
Remeasurements of post-employment benefit obligations— — — — 
Cash flow hedge reserve movement— — (16)— — (16)
Currency translation movement— — — (2)— (2)
Effect of restructuring in Tanzania— — — — 
As of December 31, 201916 52 (18)(593)(2)(544)
Share based compensation— 24 — — — 24 
Issuance of shares –2016, 2017, 2018 LTIPs— (26)— — — (26)
Remeasurements of post-employment benefit obligations— — — — (2)(2)
Cash flow hedge reserve movement— — (1)— — (1)
Currency translation reserved recycled to statement of income— — — — — — 
Currency translation movement— — — (12)— (12)
As of December 31, 202016 50 (19)(605)(4)(562)
Share based compensation— 18 — — — 18 
Issuance of shares –2017, 2018, 2019 LTIPs— (25)— — — (25)
Remeasurements of post-employment benefit obligations— — — — 
Cash flow hedge reserve movement— — 14 — — 14 
Currency translation movement— — (41)— (41)
As of December 31, 202116 43 (3)(646)(3)(594)

F-49

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
C.1.1. Legal reserve
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. No appropriation was required in 20182020 or 20192021 as the 10% minimum level was reached in 2011 and maintained each subsequent year.

C.1.2. Equity settled transaction reserve
The cost of 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
In the financial statements, the relevant captions in the statements of financial position of subsidiaries without US dollar functional currencies are translated to US dollars using the closing exchange rate. Statements of income or statement of income captions (including those of joint ventures and associates) are translated to US dollars at monthly average exchange rates during the year. The currency translation reserve includes foreign exchange gains and losses arising from these translations. 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
On May 4, 2021 and on June 25, 2020, as a result of the uncertainties triggered by the COVID-19 pandemic and Group's shareholders consciousness to protect the Group's liquidity, the shareholders decided not to proceed to the payment of a dividend related to 2020 and 2019 profits, respectively.
On May 2, 2019, a dividend distribution of $2.64 per share from Millicom’s retained profits at December 31, 2018, was approved by the shareholders at the AGM and paid in equal portions in May and November 2019.
On May 4, 2018, a dividend distribution of $2.64 per share from Millicom’s retained profits at December 31, 2017, was approved by the shareholders at the AGM and paid in equal portions in May and November 2018.
On May 4, 2017, a dividend distribution of $2.64 per share from Millicom’s retained profits at December 31, 2016, was approved by the shareholders at the AGM and distributed in May 2017.
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, 2019, $3062021, $486 million (December 31, 2018: $324 million;2020: $310 million; December 31, 2017: $345 million)2019: $306 million) of Millicom’s retained profits represent statutory reserves that are unavailable to be distributed to owners of the Company.


F- 58


F-50

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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C.3. Debt and financing
Debt and financing by type (i)
Note20212020
(US$ millions)
Debt and financing due after more than one year
BondsC.3.1.4,030 4,253 
BanksC.3.2.1,851 1,337 
Other financing (ii)36 41 
Total non-current financing5,916 5,631 
Less: portion payable within one year(12)(54)
Total non-current financing due after more than one year5,904 5,578 
Debt and financing due within one year
BondsC.3.1.61 44 
BanksC.3.2.1,768 15 
Total current debt and financing1,828 59 
Add: portion of non-current debt payable within one year12 54 
Total1,840 113 
Total debt and financing7,744 5,691 
 Note20192018
  (US$ millions)
Debt and financing due after more than one year   
BondsC.3.1.4,067
2,501
BanksC.3.2.1,805
1,324
Finance leases (ii)C.3.4.
353
Other financing (iii) 43
113
Total non-current financing 5,915
4,291
Less: portion payable within one year (129)(168)
Total non-current financing due after more than one year 5,786
4,123
Debt and financing due within one year   
BondsC.3.1.46

BanksC.3.2.11
289
Total current debt and financing 57
289
Add: portion of non-current debt payable within one year 129
168
Total 186
458
Total debt and financing 5,972
4,580
(i)(i)    See note D.1.1 for further details on maturity profile of the Group debt and financing.
(ii) Finance lease liabilities were included in Debt and Financing until 31 December 2018, but were reclassified to lease liabilities on January 1, 2019 when adopting the new leasing standard. See above in the "New and amended IFRS accounting standards" and below in notes C.4. and E.4. for further information aboutdetails on maturity profile of the changeGroup debt and financing.
(ii) In July 2018, the Company issued a COP144,054.5 million /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in accounting policy for leases.Colombia.
(iii)In July 2018, the Company issued a COP144,054.5 million /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at 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
20212020
(US$ millions)
Millicom International Cellular S.A. (Luxembourg)4,020 2,504 
Guatemala (i)605 — 
Colombia802 803 
Paraguay751 738 
Bolivia310 337 
Panama846 869 
Tanzania189 203 
Costa Rica121 119 
El Salvador100 118 
Total debt and financing7,744 5,691 
 20192018
 (US$ millions)
Millicom International Cellular S.A. (Luxembourg)2,773
1,770
Colombia827
1,016
Paraguay502
504
Bolivia350
317
Panama918
261
Tanzania186
201
Chad
64
Costa Rica148
148
El Salvador268
299
Total debt and financing5,972
4,580
(i)    Tigo Guatemala is fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details.

Debt and financings 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 or at fair value. 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-51
F- 59

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

C.3.1. Bond financing
Bond financing
NoteCountryMaturityInterest Rate %20212020
(US$ millions)
SEK Variable Rate NotesLuxembourg2024STIBOR (i) + 2.350%220 241 
USD 4.500% Senior NotesLuxembourg20314.500 %777 494 
USD 6.625% Senior NotesLuxembourg20266.625 %147 495 
USD 6.250% Senior NotesLuxembourg20296.250 %670 743 
USD 5.125% Senior NotesLuxembourg20285.125 %445 493 
USD 5.875% Senior NotesParaguay20275.875 %556 558 
PYG 8.750% Notes (tranche A)Paraguay20248.750 %17 17 
PYG 9.250% Notes (tranche B)Paraguay20269.250 %
PYG 10.000% Notes (tranche C)Paraguay202910.000 %
PYG 9.250% Notes (tranche D)Paraguay20269.250 %
PYG 10.000% Notes (tranche E)Paraguay202910.000 %
PYG 9.250% Notes (tranche F)Paraguay20279.250 %
PYG 10.000% Notes (tranche G)Paraguay203010.000 %
PYG 6.000% Notes (tranche H)Paraguay20266.000 %14 — 
PYG 6.700% Notes (tranche I)Paraguay20286.700 %21 — 
PYG 7.500% Notes (tranche J)Paraguay20317.500 %23 — 
BOB 5.800% NotesBolivia20265.800 %50 50 
BOB 4.850% NotesBolivia20234.850 %28 42 
BOB 3.950% NotesBolivia20243.950 %21 29 
BOB 4.600% NotesBolivia20244.600 %40 40 
BOB 4.300% NotesBolivia20294.300 %17 19 
BOB 4.300% NotesBolivia20224.300 %11 20 
BOB 4.700% NotesBolivia20244.700 %25 28 
BOB 5.300% NotesBolivia20265.300 %11 
BOB 5.000% NotesBolivia20265.000 %54 61 
UNE Bond 2 (tranches A and B)Colombia2023CPI + 4.76%38 44 
UNE Bond 3 (tranche A)Colombia20249.350 %40 47 
UNE Bond 3 (tranche B)Colombia2026CPI + 4.15%64 74 
UNE Bond 3 (tranche C)Colombia2036CPI + 4.89%32 37 
UNE Bond 6.600%Colombia20306.600 %38 44 
UNE Bond 4 (tranche A)Colombia20285.560 %29 — 
UNE Bond 4 (tranche B)Colombia2031CPI + 2.6171 — 
UNE Bond 4 (tranche C)Colombia2036CPI + 3.1821 — 
USD 4.500% Senior NotesPanama20304.500 %587 586 
Cable Onda Bonds 5.750%Panama20255.750 %— 99 
Total bond financing4,090 4,297 
 NoteCountryMaturityInterest Rate %20192018
   (US$ millions)
SEK Variable Rate Notes1Luxembourg2024STIBOR (i) + 2.350%
211

USD 6.625% Senior Notes2Luxembourg20266.625%495
495
USD 6.000% Senior Notes3Luxembourg20256.000%492
491
USD 6.250% Senior Notes4Luxembourg20296.250%742

USD 5.125% Senior Notes5Luxembourg20285.125%492
493
USD 6.750% Senior Notes6Paraguay20226.750%
297
USD 5.875% Senior Notes6Paraguay20275.875%296

PYG 9.250% Notes6Paraguay20269.250%2

PYG 8.750% Notes (tranche A)6Paraguay20248.750%18

PYG 9.250% Notes (tranche B)6Paraguay20269.250%8

PYG 10.000% Notes (tranche C)6Paraguay202910.000%10

PYG 10.000% Notes6Paraguay202910.000%4

BOB 4.750% Notes7Bolivia20204.750%30
59
BOB 4.050% Notes7Bolivia20204.050%4
7
BOB 4.850% Notes7Bolivia20234.850%57
71
BOB 3.950% Notes7Bolivia20243.950%36
43
BOB 4.300% Notes7Bolivia20294.300%21
23
BOB 4.300% Notes7Bolivia20224.300%26
30
BOB 4.700% Notes7Bolivia20244.700%32
35
BOB 5.300% Notes7Bolivia20265.300%13
13
BOB 5.000% Notes7Bolivia20265.000%61
0
BOB 4.600% Notes7Bolivia20244.600%40
0
UNE Bond 1 (tranches A and B)8Colombia2020CPI + 5.10%
46
46
UNE Bond 2 (tranches A and B)8Colombia2023CPI + 4.76%
46
46
UNE Bond 3 (tranche A)8Colombia20249.350%49
49
UNE Bond 3 (tranche B)8Colombia2026CPI+4.15%
78
78
UNE Bond 3 (tranche C)8Colombia2036CPI+4.89%
38
39
USD 4.500% Senior Notes9Panama20304.500%584

Cable Onda Bonds 5.750%9Panama20255.750%184
184
Total bond financing    4,113
2,501
(i)    STIBOR – Swedish Interbank Offered Rate.
(i)STIBOR – Swedish Interbank Offered Rate.
(1)SEK Notes
On
Luxembourg
(1)    SEK Notes
In May 15, 2019, MIC S.A. completed its offering of a SEK 2 billion floating rate senior unsecured sustainability bond due 2024. The bond carries a floating coupon of 3-month Stibor+235bps which we swapped with various banks to hedge its interest rate exposure,

F-52

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
pursuant to which it will effectively pay fixed-rate coupons in US dollars between 4.990% and 4.880% (see D.1.2.). The bond has been listed and commenced trading on the Nasdaq Stockholm sustainable bond list on June 12, 2019. Millicom is using the net proceeds of the bond in accordance with the Sustainability Bond Framework which includes both environmental and social investments such as in energy efficiencies, and the expansion of its fixed and mobile networks. CostCosts of issuance of $2.4 million is amortized over the five year life of the bond (the effective interest rate is 0.200%2.600%)
(2)USD 6.625% Senior Notes
(2)    (2031) USD 4.500% Senior Notes
On October 16,19, 2020, MIC S.A. issued $500 million aggregate principal amount of 4.500% Senior Notes due 2031. The Notes bear interest at 4.500% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to early redeem MIC S.A.'s $500 million 6.000% Senior Notes due 2025.Costs of issuance of $5.5 million is amortized over the eleven-year life of the notes (the effective interest rate is 4.800%).
On September 22, 2021, Millicom announced the early participation exchange results from its offer dated September 8, 2021; $302.1 million of the 6.625% Notes due 2026 were exchanged for $307.5 million of the 4.5% Notes due 2031 (at 101.812% exchange ratio). The gain of $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 $4 million and are amortized over the remaining life of the Notes due 2031.
(3)    (2026) USD 6.625% Senior Notes
In October 2018, the MIC S.A. issued $500 million aggregate principal amount of 6.625% Senior Notes due 2026. The Notes bear interest at 6.625% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to finance Cable


F- 60

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

Onda’s acquisition (Note A.1.2.).acquisition. Costs of issuance of $6 million iswere amortized over the eight-yeareight-year life of the notes (the effective interest rate is 6.750%).
(3)USD 6.000% Senior Notes
On March 17, 2015, MIC S.A. issued a $500 million 6.000% fixed interest rate notes repayable in ten years, to repay the El Salvador 8.000% senior notes and for general corporate purposes. The notes have an effective interest rate of 6.132%. A total amount of $8.6As aforementioned, $302.1 million of withheldthe 6.625% Notes due 2026 were exchanged during 2021 for $307.5 million of newly issued 4.5% Notes due 2031.
On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. This redemption followed Millicom’s announcement dated February 11, 2021. Total consideration of approximately $180 million was funded from cash, consistent with the Company's decision to prioritize debt reduction. The redemption premium of $5 million and the accelerated amortization of the upfront costs are being amortized overof $3 million, have been recorded in the ten-year lifeline "Interest and other financial expenses" in the statement of income during the bond. On April 8, 2019, the Group obtained consents from the holders of its $500 million 6.000% notes to amend certain provisions of the indenture governing the notes. MIC S.A. paid a cash payment of $1 million (equal to $2.50 per $1,000 principal amount ofyear ended December 31, 2021.
(4)    (2029) USD 6.250% Senior Notes to holders of the Notes).
(4)USD 6.250% Senior Notes
OnIn March 25, 2019, MIC S.A. issued $750 million of 6.250% notes due 2029. The notes bear interest at 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 TelefonicaTelefónica CAM Acquisitions (see note A.1.2.). Costs of issuance of $8.2 million are amortized over the ten-yearten-year life of the notes (the effective interest rate is 6.360%).
(5)USD 5.125% Senior Notes
On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. See above.
(5)    (2028) USD 5.125% Senior Notes
In September 20, 2017, MIC S.A. issued a $500 million, ten-yearten-year bond due January 2028, with an interest rate of 5.125%. Costs of issuance of $7 million are amortized over the ten year life of the notes (effective interest rate is 5.240%).
(6)PYG Notes
On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. See above.
Paraguay
(6)    (2027) USD 5.875% Senior Notes and (2024-2031) PYG Notes
In April 2019, Telefónica Celular del ParaguaParaguay S.A.E. (Telecel) issued $300 million 5.875% senior notes due 2027. The notes bear interest at 5.875% p.a., payable semi-annually in arrears on April 15 and October 15 of each year, starting on October 15, 2019. The net proceeds were used to finance the purchaserepurchase of the Telecel 6.750% 2022 notes. Costs of issuance of $4 million are amortized over the eight-yeareight-year life of the notes (the effective interest rate is 6.000%). On January 28, 2020, Telecel issued at a premium $250 million of 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 106.375% for an implied yield to maturity of 4.817%. The corresponding $15 million premium received is amortized over the Senior Notes maturity.
In June, 2019,May 2020, Telefónica Celular del Paraguay, S.A.E.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

F-53

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
dates, these new entities now form part of the borrower's group for the purposes of the $550 million 5.875% Senior Notes due 2027 issued notesby Telefónica Celular del Paraguay, S.A.E.. In addition, as of July 7, 2020 Servicios y Productos Multimedios S.A. became guarantor of the 5.875% Notes due 2027.
Between June 2019 and February 2020, Telecel registered and completed the issuance of a bond program for PYG 300,000 million (approximately $43 million using December 31, 2021 exchange rate) program on the Paraguayan stock market, launched in different series from 5 years to 10 years.
On October 1, 2021, Telecel issued another PYG 400,000 million bond (approximately $58 million using December 31, 2021 exchange rate) in three series under its PYG 300 billion program as follows: Series A for PYG 115 billion (approximately $18 million), with fixed interest rates between 6% to 7.5% and a fixed annual interest rate of 8.750%, maturing in June 2024, series B for PYG 50 billion (approximately $8 million) with a fixed annual interest rate of 9.250%, maturing in May 2026 and series C for PYG 65 billion (approximately $10 million) with a fixed annual interest rate of 10.000%, maturing in May 2029. On December 27, 2019, under the same program, they issued PYG. 35 billion (Approximately $5.4 million) in two tranches: (i) PYGrepayment period from 5 to 10 billion (approximately $1.5 million) which bears a fixed annual interest rate of 9.250% and matures on December 30, 2026; and (ii) PYG 25 billion (approximately $3.9 million) which bears a fixed annual interest rate of 10.000% and matures on December 24, 2029.years.
(7)BOB Notes
Bolivia
(7)    BOB Notes
In May 2012,November 2015, Telefónica Celular de Bolivia S.A. issued a BOB 1.36 billion of notes repayable in installments until April 2, 2020. Distribution and other transaction fees of BOB5 million reduced the total proceeds from issuance to BOB 1.32 billion ($191 million). The bond has a 4.750% per annum coupon with interest payable semi-annually in arrears in May and November each year. The effective interest rate is 4.790%. These bonds are listed on the Bolivia Stock Exchange.
In November 2015, they issued BOB696696 million (approximately $100 million) of notes in two series, series A for BOB104.4BOB 104.4 million (approximately $15 million), with a fixed annual interest rate of 4.050%, maturing in August 2020 and series B for BOB591.6BOB 591.6 million (approximately $85 million) with a fixed annual interest rate of 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 4.840%. These bonds are listed on the Bolivia Stock Exchange.
OnIn August 11, 2016, Telefónica Celular de Bolivia S.A..S.A. issued a new bond for a total amount of BOB522BOB 522 million consisting of two tranches (approximately $50 million and $25 million, respectively). Tranche A and B bear fixed interest at 3.950% and 4.300%, and will mature in June 2024 and June 2029, respectively. These bonds are listed on the Bolivia Stock Exchange.
OnIn October 12, 2017, theyTelefónica Celular de Bolivia S.A placed approximately $80 million of local currency bonds in three tranches, which will mature in 2022, 2024 and 2026 with a 4.300% , 4.700% and 5.300% respectively. These bonds are listed on the Bolivia Stock Exchange.
OnIn July 3, 2019 theyTelefónica Celular de Bolivia S.A issued two bonds one for BOB 420 million (approximately $61 million) with a 5.000% coupon maturing on August 2026 and another one for BOB 280 million (approximately $40 million) with a 4.600% coupon maturing on August 2024. Interest payments is semiannual and both bonds are listed on the Bolivia Stock Exchange.
(8)UNE Bonds
In March 2010,December 2020, Telefónica Celular de Bolivia S.A. issued BOB 345 million (approximately $50 million) senior notes due 2026.
Colombia
(8)    UNE issued a COP300 billion (approximately $126 million) bond consisting of two tranches with five and ten-year maturities. Interest rates are either fixed or variable depending on the tranche. Tranche A bears variable interest, based on CPI, in Colombian peso and paid in Colombian peso. Tranche B bears variable interest, based on fixed term deposits, in Colombian pesoBonds


F- 61

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

and paid in Colombian peso. UNE applied the proceeds to finance its investment plan. Tranche A matured in March 2015 and tranche B will mature in March 2020.
In May 2011, UNE issued a COP300 billion (approximately $126 million) bond consisting of two equal tranches with five and twelve-yeartwelve-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 will mature in October 2023.
In May 2016, UNE issued a COP540 billion bond (approximately $176 million) consisting of three tranches (approximately $52 million, $83 million and $41 million respectively). Interest rates are either fixed or variable depending on the tranche. Tranche A bears fixed interest at 9.350%, while tranche B and C bear variable interest, based on CPI, (respective margins of CPI + 4.150% and CPI + 4.890%), in Colombian peso. UNE applied the proceeds to finance its investment plan and repay one bond (COP150 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 150 billion (approximately $44 million) to repay an existing bond for the same value, with a 6.600% fixed rate for 10 years.
On February 16, 2021, UNE issued under the approved local bond program, a COP 485,680 million bond (approximately $138 million using the transaction date exchange rate) with 3 maturities; Series 7 years at 5.56% fixed rate, Series 10 years at CPI plus 2.61% and Series 15 years at CPI plus 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 50% of the $300 million syndicated loan of Colombia Movil S.A. (originally due in December 2024).
Panama
(9) Cable Onda Bonds
OnIn August 4, 2015, Cable Onda issued local bonds in Panama for a total amount of $185 million. These bonds arewere listed on the Panama Stock Exchange and bearborne a fixed annual interest of 5.750% and arewere initially due in August 2025. In December 2020, Cable Onda early repaid $85 million on August 4, 2025.these bonds, at par. The bondsremaining $100 million were assumed by Millicom as part of the acquisition of Cable Onda. See note A.1.2. for further details on the acquisition.early repaid in 2021.
On

F-54

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
In November 1, 2019, Cable Onda issued $600 million aggregate principal amount of 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 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 $16 million, which include an original issue discount (OID) is amortized over the ten-yearten-year life of the notes (the effective interest rate is 4.690%).

C.3.2. Bank and Development Financial Institution financing
NoteCountryMaturity rangeInterest rate20212020
(US$ millions)
Fixed rate loans
PYG Long-term loans1Paraguay2022-2026Fixed94 137 
USD - Long-term loans2Panama2022-2026Fixed259 185 
BOB Long-term loans3Bolivia2022-2026Fixed54 37 
GTQ Long-term loans9Guatemala2025-2027Fixed605 na
Variable rate loans
USD Long-term loans4Costa Rica2023Variable— 119 
USD Long-term loans4Costa Rica2026Variable33 0
CRC Long-term loans4Costa Rica2026Variable88 — 
USD Long-term loans5Tanzania2022-2025Variable150 162 
TZS Long-term loans5Tanzania2022-2025Variable38 41 
COP Long-term loans6Colombia2025-2031Variable322 262 
USD Long-term loans6Colombia2024Variable148 296 
USD Credit Facility / Senior Unsecured Term Loan Facility7El Salvador2021-2023Variable— 118 
USD Credit Facility / Senior Unsecured Term Loan Facility7El Salvador2026Variable99 — 
USD Long-term loans (i)8Luxembourg2025Variable(4)(5)
USD Bridge Loan8Luxembourg2022Variable1,632 — 
USD DNB Bilateral8Luxembourg2026Variable99 — 
Total Bank and Development Financial Institution financing3,618 1,353 
 NoteCountryMaturity rangeInterest rate20192018
     (US$ millions)
Fixed rate loans      
PYG Long-term loans1Paraguay2020-2026Fixed166
180
USD - Long-term loans2Panama2024Fixed150
24
BOB Long-term loans3Bolivia2023-2025Fixed31
20
Variable rate loans      
USD Long-term loans4Costa Rica2023Variable148
148
USD Long-term loans Chad2019Variable
1
USD Long-term loans5Tanzania2020-2025Variable171
90
TZS Long-term loans5Tanzania2025Variable14

USD Short-term loans8Luxembourg2019Variable
250
USD Long-term loans8Luxembourg2024Libor + 3.00%298

COP Long-term loans6Colombia2025-2030Variable274
277
USD Long-term loans6Colombia2024Variable295
298
USD Credit Facility / Senior Unsecured Term Loan Facility7El Salvador2021-2023Variable268
274
Other Long-term loans Various Various
51
Total Bank and Development Financial Institution financing    1,817
1,613
(i)     Relates to the amortized costs of the undrawn RCF that the Company entered into in October 2020 - see point 8 below.

1.Paraguay
1.Paraguay
In October 2015, Telefónica Celular del Paraguay S.A.E. entered into a five -year loan facility with Banco Itau for PGY 257,700 million (approximately $40 million) which bears a fixed annual interest rate. The final maturity of the loan iswas on September 10, 2020.
On July 4, 2017, Telefónica Celular del Paraguay S.A.E executed a five-year loan agreement with the IPS (Instituto de Prevision Social) and the Inter-American Development Bank, who acts as a guarantor, for a total amount of PYG $367,000 million


F- 62

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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(approximately $66 million). The loan, denominated in PYG with the final maturity in 2022. The guarantee under this facility is counter-guaranteed by MICSA.
In July 2018, Telefónica Celular del Paraguay S.A.E. executed a seven-yearseven-year loan with Regional Bank for PYG 115,000 million (approximately $18 millionmillion) with a final maturity in 2025.
OnIn January 2, 2019, Telefónica Celular del Paraguay S.A.E. obtained a seven-yearseven-year loan from BBVA Bank for PYG 177,000 million which is due on November, 26, 2025.
OnIn September 25, 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 370,000 million(approximately $57 million). The new loan has a maturity of 7 years.
In January 2020, Telecel refinanced its previous loan with Banco Itaú and obtained a new long-term loan from Banco Itaú Paraguay S.A., for Gs. 154.6 billion (approximately $24 million) , amortizing semi-annually and maturing on December 27, 2024. This loan was refinanced with a new loan obtained with Banco GNB on December 2021.

F-55

2.Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
Panama
tigo-20211231_g9.jpg
OnIn December 2020, Telecel executed a credit agreement with Banco Continental S.A.E.C.A for PYG 200,000 million (approximately $29 million using the exchange rate as of December 31, 2020) with a duration of 2.5 years. Main aim is to refinance outstanding bank loans with maturities from 2021 to 2025.
2.Panama
In August 27, 2019, Cable Onda S.A entered into two2 credit agreements, one with Banco Nacional de Panama S.A , for $75 million which bears a fixed interest and has a 5 year duration and another one with the Bank of Nova Scotia (Sucursal Panama) for $75 million with a fixed interest and a five year duration to finance and refinance working capital and capital expenditures. In October 2020 and September 2021, the $75 million credit agreement with Banco Nacional de Panama S.A. has been early repaid.
3.Bolivia
In December 2020, Cable Onda S.A. executed a credit agreement with Bank of Nova Scotia with a 60 month duration for $110 million divided into 2 tranches. Tranche A ($85 million) was disbursed on December 2020 to partially recall the Local Bond ($85 million) and Tranche B ($25 million) was disbursed on March 1, 2021.
On August 31, 2021, Cable Onda executed an agreement with Bank of Scotia for $75 million at a fixed rate. The facility was used to repay Cable Onda's remaining balance under the 5.75% local bond, which was initially due on September 3, 2025.
3.Bolivia
In June 2018, Telefónica Celular de Bolivia S.A.. entered into a two tranche loan agreement with Banco BISA S.A for BOB 69.6 million (approximately $10 million) each, with a fixed interest rate. The loans have a term of 7 years.
In November 19,2019, they executed a new loan with Banco de Crédito de Bolivia S.A for Bs. 78,000,000 (approximately$1178 million (approximately $11 million), with semiannual payments and a fixed interest rate. The loan has a term of 4 years.
4.Costa Rica
In October 2021, Tigo Bolivia signed additional credit facilities for a total amount of approximately $26 million with a repayment period between 2.5 and 5 years and fixed interest rate of 5.5% per annum.
4.Costa Rica
In April 2018, Millicom Cable Costa Rica S.A. entered into a $150 million variable rate syndicated loan with Citibank as agent.
In June 2018,2020, Millicom Cable Costa Rica S.A partially repaid an amount of $30 million of this loan.
On October 25, 2021, Millicom Cable Costa Rica S.A. repaid the remaining $120 million under this syndicated loan which was initially due on 2023. This was executed with the proceeds of a new syndicated loan entered into by the Company and Millicom Cable Costa Rica as co-borrowers for an amount of $125 million. The latter has 2 tranches, a crossUSD $33 million tranche with a LIBOR+ margin and a local currency swaptranche at TBP+margin for an amount equivalent to $92 million. Cross currency swaps used to hedge part of the interest and principal ofon the previous loan against interest rate and currency risks. Interest rate and currency swap agreements had been madewere terminated on $35 million of the principal amount and interest rate swaps for an additional $35 million.same date (see note D.1.2.).
5.Tanzania
5.Tanzania
On June 4, 2019, MIC Tanzania Public Limited Company entered into a syndicated loan facility agreement with the Standard Bank of South Africa acting as an agent and a consortium of banks acting as the original lenders, for $174.75 million (tranche A) and TZS103,000 million (tranche B - approximately $45 million) which bears variable interests: for Tranche A Libor plus a margin and for Trance B T-Bill rate plus a margin. The facility agreement has an all asset debenture securing the whole amount, as well as a pledge over the shares of the immediate holding company of the borrower. The Facility was amended and restated onin December 12, 2019 and hasmaturity was extended to 66 months and 100% of the USD portion and TZS 34 billion (approximately $15 million) were disbursed. In January 2020, TZS 35 billion (approximately $15 million) were disbursed and the last tranche of TZS 34 billion (approximately $15 million) was disbursed in February 2020.
6.Colombia
On December 14, 2021, UNE EPM Telecomunicaciones S.A. entered into an ESG Linked agreement with Bancolombia for a COP 450,000 million (approximately $111 million at the December 31, 2021 exchange rate) loan with a variable rate and a maturity of 66 months. It is a stand-alone facility with an all asset debenture and a pledge on the shares of the immediate holding company of the borrower. .Margin and balance between USD and TSZ tranches may vary depending on the syndication demands.7 years.
6. Colombia
InOn December 20, 2019, our operation in Colombia executed an amendment to the $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 5 years (now due on December 20, 2024) and lower the applicable margin.
7. EL Salvador On March 26, 2021, $150 million were paid. See also note I. for further details on repayments subsequent to year-end.
On April 15, 2016, Telemovil El Salvador, S.A. de C.V.September and November 2020, Colombia executed 4 new cross currency swaps of $25 million each with Bancolombia, JP Morgan and BBVA to complete $100 million and hedge the exposure of a senior unsecured termportion of the $300 million syndicated loan, facility upfixing the exchange rate on average to $50 million maturing in April 2021USD/COP 3.682 and bearing variable interest per annum, which was restated and amended as of May 30, 2017, for a second tranche of $50 million. This facility is guaranteed by MICSA.. Later on, in January 2018, Telemovil El Salvador entered into a second amended and restated agreement with Scotiabank for a third tranche of $50 million with variable rate and with a 5-year bullet repayment, also guaranteed by MICSA.
In addition, they executed an interest rate swap with Scotiabank to fix interest ratesof 5.35%. See note I for up to $100 million of the outstanding debt.further details.
7.El Salvador

F-56

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
On June 3, 2016, TelemovilTelemóvil El Salvador, S.A. de C.V. executed a $30 million credit facility with Citibank N.A., for general corporate purposes, maturing in June 2021 and bearing variable interest rate per annum. The facility iswas guaranteed by MICSA..MICSA and was repaid in July 2021.
In March 2018, TelemovilTelemóvil El Salvador executed a $100 million credit facility with DNB at a variable rate facility with DNB and Nordea with a 5-year bullet repayment.The facility is guaranteed by MICSA..MICSA. On December 26, 2021, Telemovil El Salvador S.A. executed a new credit agreement for $100 million, which bears a variable interest, to refinance the $100 million loan agreement with DNB and Nordea, which was entirely repaid on December 29, 2021. The agreement is guaranteed by Millicom.



F- 63

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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8. LuxembourgIn June 2020, Telemóvil El Salvador. S.A de C.V repaid in its entirety $150 million of the principal under a credit agreement dated January 2018 entered into with the Bank of Nova Scotia, as lender, and the Company as guarantor.
On December 26, 2021, Telemovil El Salvador S.A. executed a new credit agreement for $100 million with a 5 year maturity, which bears a variable interest to refinance the $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.
8.Luxembourg
In March 2020, MICSA drew down $400 million from the $600 million revolving credit facility it entered into in January 2017 (the "RCF"). $337 million was disbursed in March 2020 and the remaining $63 million in April 24, 2019,2020. The draw down had an initial six-month term and Millicom had the option to extend up to January 2022 (the maturity date of the RCF). The RCF was fully repaid on June 29, 2020.
In October 2020, MICSA. entered into a $3005 year, $600 million termESG-linked revolving credit facility agreement arranged by DNB Bank ASA, Sweden Branch and Nordea Bank Abp, Filial i Sverige.(the "Facility") with a syndicate of 11 commercial banks. This facility will be used to refinance the above existing multi-currency revolving credit facility which was due to expire in 2022 and for general corporate purposes.
On November 10, 2021, Millicom executed a Bridge Loan Agreement of $2.15 billion with a consortium of banks. The proceeds were used for the acquisition of Tigo Guatemala's remaining 45% shareholding (see note A.1.2.). The Bridge Loan bears a variable interest rate with a step up every three months and has a maturity period of 6 months, extendable for an additional 6 months. The initial costs of issuance amounted to $28 million and are being amortized based on the six-month expected timing of refinancing of this Bridge Loan. [On December 29, 2021, Millicom partially repaid $500 million of this Bridge loan, partially with Millicom's own cash and partially with proceeds from the $100 million bilateral loan with DNB bank, executed on December 20, 2021, with a variable interest rate and is fully drawna 5-year maturity.] For further reference, see note I.
9.Guatemala
In October 2020, Comcel and Navega executed several credit agreements with Banco Industrial, Banco G&T Continental, Banco de America Central and Banco Agromercantil for a total amount of GTQ 3,223 million (approximately $420 million using the exchange rate as of December 31, 2021) for 5 and 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 950 million loan with Banco Industrial (approximately $123 million as at December 31, 20192021) which bears a fixed interest and is due on April 2024.matures in October 2025.
2 loans for a total of GTQ 500 million with Banco G&T Continental S.A. (approximately $65 million as at December 31, 2021) which bear a fixed interest rate and mature in December 2026.
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 or obligations to pay the received cash flows in full without material delay have been transferred to a third party under a “pass-through” arrangement; and the Group has either transferred substantially all the risks and rewards of the asset or the control of the asset.
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

F-57

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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
The Group’s interest and other financial expenses comprised the following:
December 31
202120202019
(US$ millions)
Interest expense on bonds and bank financing(345)(386)(348)
Interest expense on leases(131)(156)(157)
Early redemption charges(5)(15)(10)
Others(50)(67)(47)
Total interest and other financial expenses(531)(624)(564)
 Year ended December 31,
 201920182017
 (US$ millions)
Interest expense on bonds and bank financing(348)(234)(246)
Interest expense on (finance) leases(157)(91)(65)
Early redemption charges(10)(4)(43)
Others(47)(37)(35)
Total interest and other financial expenses(564)(367)(389)


C.3.4. Finance leases - until December 31, 2018
As at December 31, 2018, Millicom’s finance leases mainly consisted of long-term lease of tower space from tower companies or competitors on which Millicom locates its network equipment.
Finance lease liabilities were included in Debt and Financing until December 31, 2018, but were reclassified to lease liabilities on January 1, 2019 in the process of adopting the new lease standard: IFRS 16. See above in the "New and amended IFRS accounting standards" and notes C.4. and E.4. for further information.
Finance lease liabilities
Under IAS 17, leases which transferred substantially all risks and benefits incidental to ownership of the leased item to the lessee were capitalized at the inception of the lease. The amount capitalized was the lower of the fair value of the asset or the present value of the minimum lease payments.


F- 64

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

Lease payments were allocated between finance charges (interest) and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges were recorded as interest expenses in the statement of income.
The sale and leaseback of towers and related site operating leases and service contracts were accounted for in accordance with the underlying characteristics of the assets, and the terms and conditions of the lease agreements. When sale and leaseback agreements were concluded, the portions of assets that will not be leased back by Millicom were classified as assets held for sale as completion of their sale was highly probable. Asset retirement obligations related to the towers were classified as liabilities directly associated with assets held for sale. On transfer to the tower companies, the portion of the towers leased back were accounted for as operating leases or finance leases according to the criteria set out above. The portion of towers being leased back represented the dedicated part of each tower on which Millicom’s equipment was located and was derived from the average technical capacity of the towers. Rights to use the land on which the towers were located were accounted for as operating leases, and costs of services for the towers were recorded as operating expenses. The gain on disposal was recognized upfront for the portion of towers that is not leased back, and was deferred and recognized over the term of the lease for the portion leased back.
Finance lease liabilities at December 31, 2018
 CountryMaturity2018
   (US$ millions)
Lease of tower spaceTanzania2029/2030112
Lease of tower spaceColombia Movil203283
Lease of polesColombia (UNE)203299
Lease of tower spaceParaguay203027
Lease of tower spaceEl Salvador202626
Other finance lease liabilitiesvariousvarious6
Total finance lease liabilities  353

Tower Sale and Leaseback
In 2017 and2018, the Group announced agreements to sell and leaseback wireless communications towers in Paraguay, Colombia and El Salvador. Total gain on sale recognized in 2019 was $5 million (2018: $61 million, 2017: $63 million) and cash received from these sales were $22 million, $141 million and $161 million, respectively.
C.3.5. Guarantees and pledged assets
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.


F- 65

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Maturity of guarantees
Bank and financing guarantees (i)Supplier guarantees
TermsAs at December 31, 2021As at December 31, 2020As at December 31, 2021As at December 31, 2020
Outstanding and Maximum exposureOutstanding and Maximum exposure
0-1 year71 59 82 82 
1-3 years227 — — 
3-5 years223 — — — 
Total300 287 82 82 
 At December 31, 2019At December 31, 2018
TermsOutstanding exposure(i)Maximum exposure(ii)Outstanding exposure(i)Maximum exposure(ii)
 (US$ millions)
0-1 year29
29
133
133
1-3 years134
134
281
281
3-5 years300
300
212
212
Total464
464
626
626
(i) If non-payment by the obligor, the guarantee ensures payment of outstanding amounts by the Group's guarantor.
(i)The outstanding exposure represents the carrying amount of the related liability at December 31.
(ii)The maximum exposure represents the total amount of the Guarantee at December 31.
Pledged assets
As at December 31, 2019,2021, 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 $464$300 million (December 31, 2018: $6262020: $287 million). AssetsAt December 31, 2021 and December 31, 2020 there were no assets pledged by the Group over these debts and financings amounted to $1 million at December 31, 2019 (December 31, 2018: $2 million).financings. The remainder represented primarily guarantees issued by Millicom S.A. to guarantee financings raised by other Group operating entities.
In addition to the above, on June 4, 2019, MIC Tanzania Public Limited Company entered into a loan facility agreement which was further amended and restated inon December 12, 2019, with the Standard Bank of South Africa acting as an agent and a consortium of

F-58

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
banks acting as the original lenders. The facility agreement, maturing in 2025, has an all asset debenture securing the whole amount, as well as a pledge over the shares of the immediate holding company of the borrower.

C.3.6.
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, 2019,2021, there were no breaches of financial covenants.

C.4. Lease liabilityliabilities
As a result of the adoption of IFRS 16 'Leases', and as ofAt December 31, 2019 (see above in the "New and amended IFRS accounting standards")2021, lease liabilities are presented in the statement of financial position as follows:
December 31, 2021December 31, 2020
(US$ millions)
Current171 123 
Non-Current996 897 
Total Lease liabilities1,167 1,021 
December 31, 2019
(US$ millions)
Current97
Non Current967
Total Lease liability1,063


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.
The expenses relating to payments not included in the measurement of the lease liability are disclosed in operating expenses (note B.3.) and are as follows:
2019
(US$ millions)

Expense relating to short-term leases (included in cost of sales and operating expenses)(5)


F- 66

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

20212020
(US$ millions)
Expense relating to short-term leases (included in cost of sales and operating expenses)0 (1)
The total cash outflow for leases in 20192021 was $236 million.$277 million (2020: $267 million). Lease liabilities split by maturity and future cash outflows are disclosed in note D.5..
At December 31, 2019,2021, 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.
Through December 31, 2018, leases of property, plant and equipment were classified as either finance or operating leases. See note C.3.4. for further details on existing finance leases as of December 31, 2018. Payments made under operating leases (net of any incentives received from the lessor) were charged to the statement of income on a straight-line basis over the period of the lease.
From January 1, 2019, leasesLeases 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

F-59

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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 reassessreassesses 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 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.


F- 67

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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. The impact from sale and leaseback transactions was not material for Millicom Group as of the date of initial application.
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
2019201820212020
(US$ millions)(US$ millions)
Cash and cash equivalents in USD834
229
Cash and cash equivalents in USD526 619 
Cash and cash equivalents in other currencies330
299
Cash and cash equivalents in other currencies369 256 
Total cash and cash equivalents1,164
528
Total cash and cash equivalents895 875 
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.

F-60

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
Cash deposits with bankbanks with maturities of more than three months that generally earn interest at market rates are classified as time deposits.

C.5.2. Restricted cash
2019201820212020
(US$ millions)(US$ millions)
Mobile Financial Services150
155
Mobile Financial Services197 192 
Others5
3
Others
Restricted cash155
158
Restricted cash203 199 
Cash held with banks related to MFS which is restricted in use due to local regulations is denoted as restricted cash. The increase is in line with the current increase in digital transactions due to the pandemic.



F- 68

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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, 2019,2021, there were no non-current$35 million pledged deposits (2018:(2020: nil).
At December 31, 2019, current pledged deposits amounted to $1 million (2018: $2 million).
C.6. Net financial obligations
Net financial obligations (i)
20212020
(US$ millions)
Total debt and financing7,744 5,691 
Lease liabilities1,167 1,021 
Gross financial obligations8,911 6,711 
Less:
Cash and cash equivalents(895)(875)
Pledged deposits(35)— 
Time deposits related to bank borrowings— — 
Net financial obligations at the end of the year7,981 5,837 
Add (less) derivatives related to debt (note D.1.2.)(20)(12)
Net financial obligations including derivatives related to debt7,961 5,825 


F-61

 20192018
 (US$ millions)
Total debt and financing (i)5,972
4,580
Lease liabilities (i)1,063

Gross financial obligations7,036
4,580
Less:  
Cash and cash equivalents(1,164)(528)
Pledged deposits(1)(2)
Time deposits related to bank borrowings(1)
Net financial obligations at the end of the year5,870
4,051
Add (less) derivatives related to debt (note D.1.2.)(17)
Net financial obligations including derivatives related to debt5,853
4,051
(i)
As at December 31, 2018, Debt and financing included finance lease liabilities of $353 million. As at December 31, 2019, and as a result of the application of IFRS 16, these are now shown in a separate line under Lease liabilities.
 AssetsLiabilities from financing activities 
 Cash and cash equivalentsOtherBond and bank debt and financingFinance lease liabilities(i)Lease liabilities(i)Total
Net financial obligations as at January 1, 2018619
2
3,420
365

3,164
Cash flows(72)
621
(17)
676
Scope Changes7

267


260
Additions/ acquisitions


44

44
Interest accretion

11


11
Foreign exchange movements(33)
(84)(21)
(72)
Transfers to/from assets held for sale6

9
(8)
(4)
Transfers

3
(11)
(9)
Other non-cash movements

(19)

(19)
Net financial obligations as at December 31, 2018528
2
4,227
353

4,051
Cash flows638

1,743

(107)998
Scope changes16

74

178
236
Recognition / Remeasurement



109
109
Change in accounting policy



545
545
Interest accretion

8


8
Foreign exchange movements(8)
(16)
(6)(14)
Transfers to/from assets held for sale(9)
(53)
(8)(52)
Transfers

3
(353)353
3
Other non-cash movements

(14)

(14)
Net financial obligations as at December 31, 20191,164
2
5,972

1,063
5,870
(i) As from January 1, 2019 and as a result of the application of IFRS 16, finance leases are now shown under lease liabilities.


F- 69

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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AssetsLiabilities from financing activities
Cash and cash equivalentsOtherBond and bank debt and financingLease liabilitiesTotal
Net financial obligations as at January 1, 20201,164 2 5,972 1,096 5,902 
Cash flows(272)(2)(274)(116)(117)
Recognition / Remeasurement— — — 68 68 
Interest accretion— — 16 17 
Foreign exchange movements(17)— (10)(34)(26)
Transfers— — (3)
Other non-cash movements— — (10)— (10)
Net financial obligations as at December 31, 2020875  5,691 1,021 5,837 
Cash flows(169)31 1,779 (137)1,780 
Scope changes199 413 204 414 
Recognition / Remeasurement— — — 123 123 
Interest accretion— — 20 — 20 
Foreign exchange movements(10)— (108)(44)(142)
Transfers— — (15)(14)
Other non-cash movements— — (36)— (36)
Net financial obligations as at December 31, 2021895 35 7,744 1,167 7,981 


C.7. Financial instruments
i) Equity and debt instruments
Classification
From January 1, 2018, and the application of IFRS 9, theThe 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.
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

F-62

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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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.


F- 70

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Impairment
From January 1, 2018, theThe 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 Cost of sales.
ii)Derivative financial instruments and hedging activities
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:
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).
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).
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 Financial Risk ManagementTreasury Policy as last updated and approved by the Audit Committee in late 2018.2020. 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. Trading derivatives are classified as a current asset or liability when the remaining period to 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.

F-63

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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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.
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.

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


F- 71

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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.
Fair values of financial instruments at December 31,

F-64

  Carrying valueFair value(i)
 Note20192018 (ii) (iii)20192018 (ii) (iii)
  (US$ millions)
Financial assets     
Derivative financial instruments 



Other non-current assets 66
87
66
87
Trade receivables, net 371
343
371
343
Amounts due from non-controlling interests, associates and joint venture partnersG.5.68
73
68
73
Prepayments and accrued income 156
129
156
129
Supplier advances for capital expenditures 22
25
22
25
Equity Investment 371

371

Other current assets 181
124
181
124
Restricted cashC.5.2.155
158
155
158
Cash and cash equivalentsC.5.1.1,164
528
1,164
528
Total financial assets 2,554
1,467
2,554
1,467
Current 2,449
1,341
2,449
1,341
Non-current 104
126
104
126
Financial liabilities     
Debt and financing(i)C.3.5,972
4,580
6,229
4,418
Lease liabilities 1,063

1,063

Trade payables 289
282
289
282
Payables and accruals for capital expenditure 348
335
348
335
Derivative financial instruments 17

17
(1)
Put option liabilityC.7.4.264
239
264
239
Amounts due to non-controlling interests, associates and joint venture partnersG.5.498
483
498
483
Accrued interest and other expenses 432
381
432
381
Other liabilities 399
399
399
399
Total financial liabilities 9,282
6,698
9,538
6,536
Current 2,045
2,330
2,045
2,329
Non-current 7,237
4,370
7,493
4,208
(i)Fair values are measured with reference to Level 1 (for listed bonds) or 2.
(ii) As at December 31, 2018, Debt and financing included finance lease liabilities of $353 million. As at December 31, 2019, and as a result of the application of IFRS 16, these are now shown in a separate line under Lease liabilities.
(iii) The consolidated statement of financial position at December 31, 2018 has been restated after finalization of the Cable Onda purchase accounting (note A.1.2.).



F- 72

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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Carrying valueFair value
Note2021202020212020
(US$ millions)
Financial assets
Derivative financial instruments21 24 21 24 
Other non-current assets74 77 74 77 
Trade receivables, net405 351 405 351 
Amounts due from non-controlling interests, associates and joint venture partnersG.5.65 296 65 296 
Prepayments and accrued income168 149 168 149 
Supplier advances for capital expenditures35 21 35 21 
Call option (ii)C.7.4.— — 
Equity InvestmentsC.7.3.— 160 — 160 
Other current assets302 181 302 181 
Restricted cashC.5.2.203 199 203 199 
Cash and cash equivalentsC.5.1.895 875 895 875 
Total financial assets2,169 2,337 2,169 2,337 
Current2,051 2,143 2,051 2,143 
Non-current119 194 119 194 
Financial liabilities
Debt and financing (i)C.3.7,744 5,691 7,817 5,572 
Trade payables347 334 347 334 
Payables and accruals for capital expenditure452 345 452 345 
Derivative financial instruments16 16 
Put option liabilityC.7.4.290 262 290 262 
Amounts due to non-controlling interests, associates and joint venture partnersG.5.74 339 74 339 
Accrued interest and other expenses539 445 539 445 
Other liabilities812 885 812 885 
Total financial liabilities10,259 8,317 10,332 8,198 
Current3,856 2,145 3,856 2,145 
Non-current6,403 6,173 6,476 6,054 
(i)    Fair values are measured with reference to Level 1 (for listed bonds) or level 2.
(ii)    Measured with reference to Level 3, using a Monte Carlo option pricing model.


F-65

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
C.7.3. Equity investments
As atDecember 31, 2019,2021 and 2020, Millicom has the following investments in equity instruments:
 20192018
 (US$ millions)
Investment in Jumia32

Investment in HT338

Equity investment - total371


Jumia Technologies AG (“Jumia”)
Jumia indirectly owns a number of companies that provide online services and online marketplaces in certain countries in Africa.
In January 2019, Millicom was diluted in the capital of the company following the entry of a new investor. This triggered the recognition of a net dilution gain of $7 million in January 2019. In addition, during Q1 2019, in preparation of Jumia's IPO, Millicom relinquished its seat on the board of directors, which resulted in the loss of the Group's significant influence over Jumia. As a result, Millicom derecognized its investment in associate in Jumia and recognized it as a financial asset (equity instrument) at fair value under IFRS 9. On April 11, 2019, Jumia completed its IPO at the offer price per share of $14.5 and shares started trading on the NYSE on April 12, 2019.
As a result, as of March 31, 2019, a net gain of $30 million had been recognized and reported under ‘Income (loss) from associates, net’. Post IPO, Millicom holds 6.31% of the outstanding shares of Jumia.
At December 31, 2019, the closing price of a Jumia share was $6.73, which values Millicom's investment at $32 million (level 1). The changes in fair value of $(38) million for the year ended December 31, 2019 is shown under 'Other non-operating (expenses) income, net' (see note B.5).
20212020
(US$ millions)
Investment in HT— 160 
Equity investment - total 160 
Helios Towers plc (“HT”)
In October 2019, Helios Towers plc (a company inserted as the holding company of HTA just prior to IPO) completed its IPO on the London Stock Exchange at a price of GBP 1.15 per share valuing the company at enterprise value of approximately $2.0 billion and a market capitalization of $1.45 billion.
As part of the listing process, on October 17, 2019, Millicom first was diluted as HT management exercised their IPO option rights (~4%). This event triggered the recognition of a non-cash dilution loss of $3 million recorded under ‘Income/(loss) from other joint ventures and associates’.
On the same day, Millicom resigned from its board of directors seats, which resulted in the loss of the Group's significant influence over HT. As a result, as from that date, Millicom derecognized its investment in associate in HT and recognized it as a financial asset at fair value under IFRS 9. The derecognition of the investment in associate and recognition of the equity investment in HT at a fair value of $292 million triggered the recognition of a net non-cash P&L gain of $208 million recorded under ‘Other non-operating income (expense), net’. in the Group's statement of income. Fair value was determined using the IPO reference share price of GBP1.15.
As a result of the IPO and the subsequent exercise of the overallotment option, Millicom disposed of a portion of its ownership (in total ~20%) yielding $57 million in gross proceeds and $25 million in net proceeds after fees and Millicom's share in tax escrow of $30 million which has been deducted in full from the gain given the high level of uncertainties used in assessing the potential tax liability. These disposals did triggertriggered a loss of $32 million, as a result of the tax escrow and transaction fees, and are recorded under ‘Other operating income (expenses), net’.
Post-IPO and overallotment option exercise,During 2020, Millicom holdsdisposed of a 16.2% stake which, as attotal of 85 million shares that it owned in HT for a total net consideration of GBP 130 million ($169 million), triggering a total net gain on disposal of $6 million recorded in the statement of income under ‘Other operating income (expenses), net’.
In June 2021, Millicom disposed of its remaining 76 million shares it owned in HT for a total net consideration of GBP 115 million ($163 million), triggering a net loss on disposal of $15 million, recorded under ‘other operating income (expenses), net’. In total, starting June 2020, Millicom sold 162 million shares it held in HT, yielding total proceeds of GBP 244 million ($383 million). Following these disposals, Millicom has no remaining ownership in HT. At December 31, 2019, is2020, Millicom owned a remaining shareholding of 7.6% in HT, valued at $338$160 million (level 1) using a closingat the December 31, 2020 share price of GBP 1.58.(£1.53). The gain on derecognition and changes in fair value of $312 million for the year ended December 31, 2019 iswere shown under 'Other non-operating (expenses) income, net' (see note B.5)B.5.).



F- 73


F-66

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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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:follows - as amended subsequent to the acquisition of Telefónica Panama:
The 'Transaction Price' call and put optionoptions are conditional to the occurrence of certain events, such as change of control of Millicom or at any time if Millicom's non-controlling partners’ shareholdings fall below 10%, and become exercisable on the date of the Telefónica Panama closing (August 29, 2019) and extending until June 13, 2022. These put and call options are exercisable at the purchase price in the Cable Onda transaction (enterprise value of $1.46 billion), plus interest at 5% per annum (put) and at 10% per annum (call), respectively. From June 14, 2022, up to July 14, 2022, both options will be unconditional.
In addition, the parties agreed on 'Unconditional' call and put options to acquire the remaining 20% non-controlling interest in Cable Onda becamebecoming exercisable 42 months after the closing date (December 13, 2018) or earlier upon the occurrence of certain events. In that respect, at any time from July 15, 2022, both, at fair market value.
Millicom determined that as the 'Transaction Price' put option could be exercised under certain changeas a result of events falling outside of Millicom's control, events which could be outside the control of Millicom, the option meetsand therefore that it met the criteria under IAS 32 for recognition as a liability and a corresponding equity decrease. The put option liability waswould be payable in Millicom's shares or in cash at the discretion of the partner. Therefore, Millicom recorded a liability for the put option at acquisition completion date of $239 million representing the present value of the redemption amount. As of December 31, 2018, the redemption price has been valued as being 20% of the equity value implied by the transaction. Any future change in the redemption price will be recorded in the Group's statement of income.
Millicom also received an unconditional call option which became exercisable either 42 months after December 13, 2018 closing date or if Millicom's partners’ shareholdings fall below 10%.  The call option exercise price was at fair market value. Finally, Millicom received an unconditional call option exercisable until December 13, 2019, at a price equal to the purchase price in the transaction, plus interest at 10% per annum. The fair values of both call options were assessed as not material at December 31, 2018.
As a consequence of the Telefonica Panama acquisition, on August 29, 2019 the shareholders agreed to amend the call and put options in respect of the remaining 20% non-controlling interest that were set as part of the acquisition of Cable Onda.
First, the parties agreed to new unconditional call and put options to acquire the remaining 20% non-controlling interest in Cable Onda becoming exercisable at any time from July 2022, both, at fair market value.
Second, they also agreed on 'Transaction Price' call and put options conditional to the occurrence of certain events, such as change of control of Millicom or at any time if Millicom's non-controlling partners’ shareholdings fall below 10%, and becoming exercisable on the date of the Telefonica Panama closing (August 29, 2019) and extending until July 2022. The put and call options are exercisable at the purchase price in the Cable Onda transaction (enterprise value of $1.46 billion), plus interest at 5% per annum (put) and at 10% per annum (call), respectively.
Millicom determined that, both the new unconditional put option and 'Transaction Price' put option could be exercised under events which are outside the control of Millicom. The options are payable in Millicom's shares or in cash at the discretion of the partner and therefore also meet the criteria under IAS 32 for recognition as a liability and a corresponding equity decrease - which is the same conclusion as for previous put option for which a liability had already been recognized at acquisition date in 2018. The put option liability is now valued at the higher of fair market value and Transaction Price plus interest at 5% per annum and is payable in Millicom's shares or in cash at the discretion of the partner.
As of December 31, 2019,2021, the value of the 'Transaction Price' put option is lower than fair marketthe 'Unconditional' put option's value, and therefore the Group recognized the put option liability at the higher of both valuations at $264$290 million (see note B.5)(December 31, 2020: $262 million).
At December 31, 2021, the 'Transaction Price' call option has been valued at $0.3 million (December 31, 2020: $3 million) using a Monte Carlo simulation model. At December 31, 2021, the 'Unconditional' call option will be exercisable at fair market value and has therefore no value as at December 31, 2021 (December 31, 2020: nil).
The Group is required to re-value the liability each reporting date and any further changechanges in the value of the call option asset and put option liability will beare recorded in the Group's statement of income. Both call options are currently not exercisable and therefore no value at December 31, 2019.income (see note B.5.).

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. Each year Group Treasury revisits and presents to the Audit committee updated Group Treasury and Financial Risks Management policies.policy. The 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 Group’s performance in line with its Financial Risk Management policy. These policies wereThis policy was last reviewed in late 2018.2021. As part of the annual review of the above mentioned risks, the Group agrees to a strategy over the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Company targets to reach 40% of debt in local currency over the medium term) to maintain a combination of up to 75/25% 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 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. On December 31, 20192021 and 20182020 fair value of derivatives held by the Group can be summarized as follows:

20212020
(US$ millions)
Derivatives
Cash flow hedge derivatives20 12 
Net derivative asset (liability)20 12 


F- 74

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

 20192018
 (US$ millions)
Derivatives  
Cash flow hedge derivatives(17)
Net derivative asset (liability)(17)

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 target that more than 75%0 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 taking into accountconsidering market conditions as well as our overall business strategy. At

F-67

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
December 31, 2019,2021, approximately 76%64% 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 (2018: 68%(2020: 84%).

D.1.1. Fixed and floating rate debt
Financing at December 31, 20192021
Amounts due within:
1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
(US$ millions)
Fixed rate financing91 151 460 662 372 3,219 4,956 
Floating rate financing1,750 55 26 181 386 391 2,789 
Total1,840 206 487 843 758 3,610 7,744 
Weighted average nominal interest rate1.93 %5.97 %5.47 %5.86 %5.11 %5.34 %5.55 %
 Amounts due within:
1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
 (US$ millions)
Fixed rate financing118
117
118
332
431
3,428
4,543
Weighted average nominal interest rate6.32%5.46%5.01%7.24%5.44%5.81%5.86%
Floating rate financing68
38
27
185
654
457
1,429
Weighted average nominal interest rate2.97%1.77%1.41%3.25%4.26%0.96%1.52%
Total186
155
145
517
1,085
3,884
5,972
Weighted average nominal interest rate5.10%4.55%4.34%5.81%4.73%5.24%4.82%
Financing at December 31, 20182020
Amounts due within:Amounts due within:
1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal1 year1–2 years2–3 years3–4 years4–5 years>5 yearsTotal
(US$ millions)(US$ millions)
Fixed rate financing140
162
137
436
204
2,036
3,116
Fixed rate financing80 90 268 561 269 3,498 4,766 
Weighted average nominal interest rate6.35%6.59%6.64%6.61%4.10%6.47%6.34%
Floating rate financing318
175
266
133
263
309
1,465
Floating rate financing33 17 171 250 197 256 926 
Weighted average nominal interest rate10.28%5.89%2.73%0.49%4.41%1.13%1.98%
Total458
337
403
570
468
2,345
4,580
Total113 107 439 811 467 3,755 5,691 
Weighted average nominal interest rate9.08%6.23%4.06%5.18%4.28%5.76%4.95%Weighted average nominal interest rate4.65 %4.95 %5.76 %4.15 %5.09 %5.21 %4.90 %
A 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 20192021 would increase or reduce profit before tax from continuing operations for the year by approximately $14$28 million (2018: $15(2020: $9 million).




F- 75

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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 Financial Risk Management policy. Details of these arrangements are provided below.
Currency and interest rate swap contracts
MIC S.A. entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the SEK 2 billion (~$211 million)(approximately $208 million using the May 15, 2019) senior unsecured sustainability bond issued in May 2019 (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 bond. Their maturity date is May 2024. The hedging relationship is highly effective and related fluctuations are recorded through other comprehensive income. At December 31, 2019,2021, the fair values of the swaps amount to an asset of $6 million. (December 31, 2020: a liability of $0.2 million.$23 million).
OurThrough our operations in Colombia, El Salvador and Costa Rica, alsowe entered into several swap agreements in order to hedge foreign currency and interest rate risks on certain long termlong-term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded through other comprehensive income. AtAs of December 31, 2019,2021, the fair valuesvalue of thesethe swaps from our operations in El Salvador amount to liabilitiesa liability of $17 million.$1 million (December 31, 2020: a liability of $3 million) and the fair value of the swaps from our operations in Colombia amounts to an asset of $15 million (December 31, 2020: a liability of $7 million). The swaps previously contracted through our operations in Costa Rica have been settled as a result of the redemption of the USD syndicated loan (see note C.3.2.) resulting in a loss of $1.6 million recorded under "Other non-operating (expenses) income, net" (December 31, 2020: liability of $5 million and an asset of $1 million).
Interest rate and currency swaps are measured with reference to Level 2 of the fair value hierarchyhierarchy.
There are no other derivative financial instruments with a significant fair value at December 31, 2019.2021.


F- 76



F-68

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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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
2019201820212020
(US$ millions)(US$ millions)
Debt denominated in US dollars3,535
2,572
Debt denominated in US dollars4,827 3,384 
Debt denominated in currencies of the following countries Debt denominated in currencies of the following countries
Guatemala (ii)Guatemala (ii)605 na
Colombia531
718
Colombia699 614 
Chad
62
Tanzania14
112
Tanzania38 40 
Bolivia350
306
Bolivia310 337 
Paraguay206
207
Paraguay195 180 
El Salvador(i)268
299
El Salvador(i)99 118 
Panama(i)918
261
Panama(i)846 869 
Luxembourg (COP denominated)43
43
Luxembourg (COP denominated)36 41 
Costa Rica107

Costa Rica88 107 
Total debt denominated in other currencies2,437
2,008
Total debt denominated in other currencies2,917 2,307 
Total debt5,972
4,580
Total debt7,744 5,691 
(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)Tigo Guatemala is fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details.
At December 31, 2019,2021, if the US 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 $17by $38 million (2018: $53 million) (2020: $45 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
Most of 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

F-69

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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


F- 77

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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 notional and 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 gives raise toresults 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 risk include cash and cash equivalents, pledged deposits, letters of credit, trade receivables, amounts due from joint venture partners and associates, supplier advances 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 significant financial institutions 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.
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 use of bank overdrafts, 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 26%41% of its gross financing (2018: 34%(2020: 20%), bonds 58% (2018: 54%46% (2020: 64%), Development Finance Institutions 0% (2020: 1% (2018: 4%) and leases 13% (2020: 15% (2018: 8%).



F-70
F- 78

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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Maturity profile of net financial liabilities at December 31, 20192021
Less than 1 year1 to 5 years>5yrsTotal
(US$ millions)
Total debt and financing(1,840)(2,294)(3,610)(7,744)
Lease liability(171)(591)(404)(1,167)
Cash and equivalents895 — — 895 
Pledged deposits35 — — 35 
Refundable deposit— — — — 
Derivative financial instruments— 20 — 20 
Net cash (debt) including derivatives related to debt(1,082)(2,865)(4,014)(7,961)
Future interest commitments related to debt and financing(340)(1,086)(98)(1,524)
Future interest commitments related to leases(144)(380)(179)(704)
Trade payables (excluding accruals)(624)— — (624)
Other financial liabilities (including accruals)(1,141)— — (1,141)
Put option liability(290)— — (290)
Trade receivables405 — — 405 
Other financial assets344 98 — 442 
Net financial liabilities(2,871)(4,234)(4,291)(11,396)
 Less than 1 year1 to 5 years>5yrsTotal
 (US$ millions)
Total debt and financing(186)(1,902)(3,884)(5,972)
Lease liability(97)(490)(476)(1,063)
Cash and equivalents1,164


1,164
Pledged deposits (related to back borrowings)1


1
Refundable deposit



Derivative financial instruments(17)

(17)
Net cash (debt) including derivatives related to debt865
(2,392)(4,361)(5,888)
Future interest commitments related to debt and financing(308)(1,088)(106)(1,502)
Future interest commitments related to leases(157)(476)(295)(928)
Trade payables (excluding accruals)(510)

(510)
Other financial liabilities (including accruals)(1,052)(337)
(1,388)
Derivative instruments(17)

(17)
Put option liability(264)

(264)
Trade receivables371


371
Other financial assets602
104

707
Net financial liabilities(469)(4,189)(4,762)(9,420)


Maturity profile of net financial liabilities at December 31, 20182020
Less than 1 year1 to 5 years>5yrsTotal
(US$ millions)
Total debt and financing(113)(1,824)(3,755)(5,691)
Lease liability(123)(525)(373)(1,021)
Cash and equivalents875 — — 875 
Pledged deposits (related to back borrowings)— — — — 
Refundable deposit— — — — 
Derivative financial instruments— 12 — 12 
Net cash (debt) including derivatives related to debt639 (2,336)(4,128)(5,825)
Future interest commitments related to debt and financing(311)(1,069)(104)(1,484)
Future interest commitments related to leases(146)(410)(203)(759)
Trade payables (excluding accruals)(576)— — (576)
Other financial liabilities (including accruals)(1,185)(29)— (1,214)
Put option liability(262)— — (262)
Trade receivables351 — — 351 
Other financial assets568 167 — 735 
Net financial liabilities(922)(3,676)(4,435)(9,034)
 Less than 1 year1 to 5 years>5yrsTotal
 (US$ millions)
Total debt and financing(i)(458)(1,778)(2,345)(4,580)
Cash and equivalents528


528
Pledged deposits (related to back borrowings)2


2
Net cash (debt) including derivatives related to debt72
(1,778)(2,345)(4,051)
Future interest commitments related to debt and financing(248)(786)(77)(1,111)
Trade payables (excluding accruals)(478)

(478)
Other financial liabilities (including accruals)(1,212)(135)
(1,347)
Put option liability(239)

(239)
Trade receivables343


343
Other financial assets181
126

306
Net financial liabilities(1,582)(2,573)(2,422)(6,577)
(i)As at December 31, 2018, Debt and financing included finance lease liabilities of $353 million. As at December 31, 2019, and as a result of the application of IFRS 16, these are now shown in a separate line under Lease liabilities.


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. 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, 2019,2021, Millicom iswas rated at one notch below

F-71

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
investment grade by the independent rating agencies Moody’s (Ba1 negative)stable) and Fitch (BB+ stable). The Group primarily monitors capital using net financial obligations to EBITDA.


F- 79

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

The Group reviews its gearing ratio (net financial obligations divided by total capital plus net financial obligations) periodically. Net financial obligations includes interest bearing debt and lease liabilities, less cash and cash equivalents (included restricted cash) and pledged and time deposits related to bank borrowings. Capital represents equity attributable to the equity holders of the parent.
Net financial obligations to EBITDA
Note20212020
(US$ millions)
Net financial obligationsC.6.7,981 5,837 
EBITDAB.3.1,639 1,495 
Net financial obligations to EBITDA (i)4.87 3.90 
 Note20192018
 (US$ millions)
Net financial obligations (i)C.6.5,870
4,051
EBITDAB.3.1,530
1,213
Net financial obligations to EBITDA (ii) 3.84
3.34
(i)As at December 31, 2018, Net financial obligations included finance lease liabilities of $353 million. As at December 31, 2019, Net financial obligations also include Lease liabilities recognized under IFRS 16.
(ii) Ratio(i) The ratio is above 3x3.0x on an IFRS basis. However, covenants areaccording to the terms of the indenture, this ratio is calculated differently, resulting in a ratio below 3.0x for covenant purposes. Also, the ratio in 2021 is artificially high as the full debt of Tigo Guatemala has been consolidated from the acquisition date on proportionate net financial obligations/EBITDA, including Guatemala and Honduras, which show results below 3x.November 12, 2021, while the Group consolidated only 1.5 months of Tigo Guatemala's EBITDA.

Gearing ratio
Note20212020
(US$ millions)
Net financial obligationsC.6.7,981 5,837 
Equity attributable to Owners of the CompanyC.1.2,583 2,059 
Net financial obligations and equity10,564 7,896 
Gearing ratio0.76 0.74 
 Note20192018
 (US$ millions)
Net financial obligations (i)C.6.5,870
4,051
EquityC.1.2,410
2,542
Net financial obligations and equity 8,280
6,593
Gearing ratio 0.71
0.61
(i)
Same comment as (i) in the table above.


E. Long-term assets

E.1. Intangible assets
Millicom’s intangible assets mainly consist of goodwill arising from acquisitions, customer lists acquired through acquisitions, licenses and rights to operate and use spectrum.

E.1.1. Accounting for intangible assets
Intangible assets acquired in business acquisitions are initially measured at fair value at the date of acquisition, and 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 economic 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

F-72

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
acquisition have been finally determined. Adjustments to provisional fair values are made as if the adjusted fair


F- 80

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

values had been recognized from the acquisition date. Goodwill on acquisition of subsidiaries is included in intangible assets, net. Goodwill on acquisition of joint ventures or associates is included in investments in joint ventures and associates. 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.
Licenses
Licenses 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, and may include up-front and deferred payments.especially when there is a clear objective evidence that the cost of fulfilling these obligations will be significantly onerous for the Group.
Licenses 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 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 are initially measured at cost and are amortized from the date the network is available for use on a straight-line basis over the license period. 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. Indefinite useful life trademarksTrademarks 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.annually together with other assets at 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. Trademarks and customer lists are included in Intangible assets, net.
Estimated useful lives are:
Years
Estimated useful lives
Trademarks1 to 15
Customer lists4 to 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 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;

F-73

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
•    For a specified term (often the majority of the useful life of the relevant assets);
•    Legal title is not transferred;


F- 81

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
logolasta01.jpg

•    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 has the ability to resell (or sublet) the capacity; 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.

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 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 to its recoverable amount. The increased amount 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
On May 20, 2019 the Group renewed 10MHz of the 1900 MHz spectrum in Colombia for a period of 10 years for an amount of $47 million (payable in five installments from June 2019 to February 2023) and an obligation to build 45 sites during the 20-month period following the renewal (approximately $20 million cost, that will be capitalized once the sites are built). In December 2019, the company substituted its coverage obligation by agreeing to pay the corresponding amount of $20 million in cash in 6 installments between January to June 2020. As a result, Management recognized an addition to spectrum assets and a liability for $20 million.
On July 9, 2019, the Tanzania Communications Regulatory Authority ('TCRA') issued a notice to cancel the license of Telesis, a subsidiary of Millicom in Tanzania that shared its 4G spectrum with Tigo and Zantel operations in the country. The net carrying value of the Telesis' license amounting to $8 million has therefore been impaired during Q3 2019. As a consequence and in order to continue providing 4G services in the country, our operation in Tanzania had to purchase spectrum in the 800MHz band from the TCRA for a period of 15 years and for an amount of $12 million.


F- 82

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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In December 2019,Millicom's wholly-owned subsidiary Telemovil El Salvador S.A. de C.V. ('Telemovil') acquired spectrum in 50Mhz AWS band and paid an advance of $14 million. On January 8, 2020, Telemovil made a final payment of $20 million and started operating the spectrum.
In December 2019, Tigo Colombia participated in an auction launched by the Ministerio de Tecnologias de la Informacion y las Comunicaciones (MINTIC), and acquired licenses granting the right to use a total of 40 MHz in the 700 MHz band. The 20-year license will expire in 2040. As a result of this auction,Tigo Colombia has strengthened its spectrum position, which also includes 55 MHz in the 1900 band and 30 MHz of AWS. Tigo Colombia agreed to a total notional consideration of COP$COP 2.45 billion (equivalent to approximately US$736 million) $615 million using the December 31, 2021 exchange rate), of which approximately 45% is to be met by coverage obligations implemented by 2025.
The remaining 55% is payable in cash with anand 45% in coverage obligations to be met by 2025.

F-74

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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An initial payment of approximately US$39$33 million to bewas made in Q1 2020, with the remainder payable in 12 annual installments beginning in 2026 and ending in 2037. The final55% cash portion bears interest at the Colombia-10 years Treasury Bond rate. 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 $388 million corresponding to the net present value of the future payments, plus other costs directly attributable to this acquisition. The related future interest commitments will be givenrecognized as interest expense over the next 17 years. The remaining 45% consideration due as coverage obligations are currently being estimated and will be recognized in February 2020.the statement of financial position as incurred.
Movements in intangible assets in 2019
2021
GoodwillLicensesCustomer ListsIRUsTrademarkOther (i)TotalGoodwillLicensesCustomer ListsIRUsTrademarkOther (i)Total
(US$ millions)(US$ millions)
Opening balance, net1,069
318
371
89
282
218
2,346
Opening balance, net1,659 870 423 86 77 289 3,403 
Change in scope650
139
141
10

20
959
Change in scope (see note A.1.2.)Change in scope (see note A.1.2.)3,257 319 91 848 25 4,546 
Additions
101



101
202
Additions— 29 — — — 135 164 
Amortization charge
(55)(37)(14)(99)(67)(272)Amortization charge— (82)(56)(14)(67)(100)(320)
Impairment
(8)



(8)Impairment— — — — — (1)(1)
Disposals, net






Disposals, net— — — — — (1)(1)
Transfers
(5)
23

15
33
Transfers— — — 46 49 
Transfer to/from held for sale (see note E.3)
(18)


(3)(21)
Exchange rate movements(7)(8)(1)

(4)(21)Exchange rate movements(32)(67)(1)(5)— (15)(121)
Closing balance, net1,711
465
473
107
183
279
3,219
Closing balance, net4,884 1,070 456 75 858 379 7,721 
Cost or valuation1,711
922
691
214
325
806
4,670
Cost or valuation4,884 1,728 1,251 210 1,189 1,059 10,322 
Accumulated amortization and impairment
(458)(218)(107)(142)(527)(1,451)Accumulated amortization and impairment— (658)(795)(135)(331)(681)(2,600)
Net1,711
465
473
107
183
279
3,219
Net4,884 1,070 456 75 858 379 7,721 

Movements in intangible assets in 20182020
GoodwillLicensesCustomer ListsIRUsTrademarkOther (i)Total
(US$ millions)
Opening balance, net1,684 468 470 107 183 282 3,195 
Additions— 421 — — — 99 520 
Amortization charge— (71)(44)(13)(106)(84)(318)
Impairment— — — — — — — 
Disposals, net— — — 14 — — 13 
Transfers— — (18)— (1)(16)
Transfer to/from held for sale— — — — — — — 
Exchange rate movements(26)49 (3)(3)— (8)10 
Closing balance, net1,659 870 423 86 77 289 3,403 
Cost or valuation1,659 1,305 630 196 323 840 4,953 
Accumulated amortization and impairment— (435)(207)(111)(246)(550)(1,550)
Net1,659 870 423 86 77 289 3,403 
(i)    Other includes mainly software costs


F-75

 GoodwillLicensesCustomer ListsIRUsTrademarkOther (i)Total
 (US$ millions)
Opening balance, net599
324
33
105
10
194
1,265
Change in scope504

350

280
23
1,157
Additions
66

2

91
158
Amortization charge
(48)(11)(14)(8)(65)(145)
Impairment(6)




(6)
Disposals, net






Transfers


1

(16)(15)
Transfer to/from held for sale (iii)
(12)



(12)
Exchange rate movements(28)(12)(1)(5)
(9)(55)
Closing balance, net1,069
318
371
89
282
218
2,346
Cost or valuation1,069
646
561
176
325
646
3,423
Accumulated amortization and impairment
(328)(190)(87)(43)(428)(1,077)
Net1,069
318
371
89
282
218
2,346
(i)Other includes mainly software costs



F- 83

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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E.1.4. Cash used for the purchase of intangible assets
Cash used for intangible asset additions
202120202019
(US$ millions)
Additions164 520 202 
Change in accruals and payables for intangibles(29)(315)(32)
Cash used for additions135 202 171 
 201920182017
 (US$ millions)
Additions202
158
130
Change in accruals and payables for intangibles(32)(10)3
Cash used for additions171
148
133

E.1.5. Goodwill and indefinite useful life trademarks
Allocation of Goodwill to cash generating units (CGUs), net
20212020
(US$ millions)
Guatemala (see note A.1.2.)3,258 — 
Panama (see note A.1.2.)907 907 
El Salvador194 194 
Costa Rica110 115 
Paraguay47 47 
Colombia149 173 
Tanzania12 12 
Nicaragua (see note A.1.2)203 207 
Bolivia
Total4,884 1,659 

Allocation of exchange rate movements and after impairmentindefinite useful life trademarks to cash generating units (CGUs)
20212020
(US$ millions)
Guatemala848 — 
Tanzania10 10 
Total858 10 
 20192018
 (US$ millions)
Panama (see note A.1.2.)(i)930
504
El Salvador194
194
Costa Rica123
116
Paraguay50
54
Colombia181
183
Tanzania (see note E.1.6.)12
12
Nicaragua (see note A.1.2)217
4
Other3
3
Total1,711
1,069
(i) Restated as a result of the finalization of the Cable Onda purchase accounting. (note A.1.2.).
E.1.6. Impairment testing of goodwill and indefinite useful life trademarks
Goodwill and indefinite useful life trademarks from CGUs isare tested for impairment at least eachonce 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, 20192021
Goodwill wasand 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,

F-76

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
working capital, capex and license renewal cost) are extracted from business plans approved by management and presented to the Board, usually covering a period of five years. Thisfifteen-year planning horizon. The Group uses a fifteen-year planning horizon reflects industry practiceto obtain a stable business outlook, in particular due to the long investment cycles in the countries whereindustry and the Group operateslong-term planned and stage of development or redevelopment of the businessexpected investments in those countries.licenses and spectrum. Cash flows beyond this period are extrapolated using a perpetual growth rate. 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, 2019,2021, management concluded that no impairment should be recorded in the Group consolidated financial statements.


F- 84

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Impairment testing at December 31, 20182020
For the year ended December 31, 2018,2020, management concluded that our previously independent Zantel CGU, part of the Africa segment,no impairment should be impaired. Hence, in accordance with IAS 36, an impairment loss of $6 million has been allocated to the amount of goodwill allocated to the CGU to reduce the carrying amount of this operation to its value in use. The impairment has been classified within the caption "Other operating income (expenses), net",recorded in the Group’s statement of income.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 Company 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/5YPLong 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.
Gross Domestic Product (“GDP”) less inflation rates are used as perpetualPerpetual growth rate.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 20192021 and 20182020 impairment test are shown below:
CGUAverage EBITDA margin (%) (i)Average CAPEX intensity (%) (i)Perpetual growth rate (%)WACC rate after tax (%)CGUAverage EBITDA margin (%) (i)Average CAPEX intensity (%) (i)Perpetual growth rate (%)WACC rate after tax (%)
2019201820192018201920182019201820212020202120202021202020212020
Bolivia42.043.118.417.01.53.010.710.2Bolivia42.739.216.616.81.011.611.5
Chad (see note A.1.3)n/a26.7n/a15.9n/a2.6n/a14.8
Colombia34.132.117.719.31.92.98.68.9Colombia36.135.717.417.72.08.98.3
Costa Rica36.341.223.319.91.93.110.110.2Costa Rica35.532.915.117.82.011.112.1
El Salvador33.442.215.215.70.81.610.711.7El Salvador39.335.412.914.01.014.713.8
Nicaragua (see note A.1.2)33.741.016.249.62.03.610.910.1Nicaragua (see note A.1.2)45.945.616.015.93.012.513.8
Panamá (see note A.1.2)42.6n/a14.8n/a1.5n/a8.3n/aPanamá (see note A.1.2)47.048.217.217.51.07.07.6
Paraguay46.950.416.017.31.63.09.09.8Paraguay42.644.315.415.61.08.38.4
GuatemalaGuatemala54.753.212.312.41.08.48.6
Tanzania31.237.112.218.51.54.614.4Tanzania38.039.512.511.71.013.213.8
(i) Average is computed over the period covered by the plan (5 years)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:

F-77

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
Reasonable changes in key assumptions (%)
Financial variables
WACC rates+/-1
Perpetual growth rates+/-1
Operating variables
EBITDA margin+/-2
CAPEX intensity+/-1


F- 85

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
WACC rates
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+/-1
Perpetual growth rates+/-1
Operating variables
EBITDA margin+/-2
CAPEX intensity+/-1

The sensitivity analysis shows a comfortable headroom between the recoverable amounts and the carrying values for all CGUs at December 31, 2019, except of our Nicaragua CGU.2021.
In respect of Nicaragua CGU, taken individually, the below changes in key assumptions would trigger a potential impairment, which would mainly be due to the under-performance of our legacy fixed business in the country as well as the current political and economic turmoil:
Sensitivity analysisPotential impairment

In %US$ millions
Financial variables

WACC rate+132
Perpetual growth rate-118
Operating variables

EBITDA margin-21
Combining changes in variables

WACC rate and Perpetual growth rate+1 and -163

E.2. Property, plant and equipment

E.2.1. Accounting for property, plant and equipment
Items of property, plant and equipment are stated at either historical cost or the lower of fair value and present value of the future minimum lease payments for assets under finance leases, 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.
Estimated useful livesDuration
BuildingsUp to 40 years or lease period, if shorter
Networks (including civil works)5 to 15 years or lease period, if shorter
Other2 to 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. The assets’ residual value and useful life is reviewed, and adjusted if appropriate, at each statement of financial position date. 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 derecognized.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.


F- 86

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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.
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.



F-78

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
E.2.2. Movements in tangible assets
Movements in tangible assets in 20192021
Network Equipment (ii)Land and BuildingsConstruction in ProgressOther(i)Total
(US$ millions)
Opening balance, net2,175 185 308 87 2,755 
Change in scope (see note A.1.2.)494 29 11 543 
Additions30 — 752 787 
Impairments/reversal of impairment, net— — (3)(1)(4)
Disposals, net(10)— (4)— (14)
Depreciation charge(651)(16)— (73)(739)
Asset retirement obligations31 — — 32 
Transfers572 (646)41 (28)
Transfer from/(to) assets held for sale (see note E.4)— — — — — 
Exchange rate movements(115)(10)(6)(2)(133)
Closing balance, net2,527 175 429 68 3,198 
Cost or valuation8,373 333 429 390 9,524 
Accumulated amortization and impairment(5,846)(158)— (322)(6,326)
Net at December 31, 20212,527 175 429 68 3,198 
 Network Equipment (ii)Land and BuildingsConstruction in ProgressOther(i)Total
 (US$ millions)
Opening balance, net2,455
175
284
156
3,071
Change in scope190
44
14
7
255
Change in accounting policy(307)

(1)(307)
Additions87
4
612
16
719
Impairments/reversal of impairment, net


1
1
Disposals, net(8)(1)(6)(3)(19)
Depreciation charge(588)(13)
(110)(711)
Asset retirement obligations14
5


19
Transfers444
4
(537)64
(24)
Transfer from/(to) assets held for sale (see note E.4)(61)(14)(7)(5)(88)
Exchange rate movements(25)(2)(5)(1)(34)
Closing balance, net2,201
202
355
125
2,883
Cost or valuation6,644
360
355
476
7,834
Accumulated amortization and impairment(4,443)(158)
(351)(4,952)
Net at December 31, 20192,201
202
355
125
2,883

Movements in tangible assets in 20182020
Network equipmentLand and buildingsConstruction in progressOther(i)Total
(US$ millions)
Opening balance, net2,212 206 355 127 2,899 
Change in Scope— — — — — 
Additions31 — 606 11 649 
Impairments/reversal of impairment, net— — — — — 
Disposals, net31 (2)(2)(41)(13)
Depreciation charge(644)(22)— (83)(749)
Asset retirement obligations17 — — 19 
Transfers588 (644)75 24 
Transfers from/(to) assets held for sale
(see note E.4.)
— — 
Exchange rate movements(62)(5)(8)(2)(77)
Closing balance, net2,175 185 308 87 2,755 
Cost or valuation6,423 329 308 407 7,466 
Accumulated amortization and impairment(4,248)(144)— (320)(4,711)
Net at December 31, 20202,175 185 308 87 2,755 
 Network equipment(ii)Land and buildingsConstruction in progressOther(i)Total
 (US$ millions)
Opening balance, net2,399
147
206
128
2,880
Change in Scope (iii)253
41
32
60
386
Additions62
1
626
7
696
Impairments/reversal of impairment, net1



1
Disposals, net(24)(2)(2)
(29)
Depreciation charge(631)(11)
(43)(685)
Asset retirement obligations14
1


15
Transfers551
9
(568)14
6
Transfers from/(to) assets held for sale
(see note E.4.)(iv)
(45)(3)(2)(2)(52)
Exchange rate movements(124)(8)(8)(7)(147)
Closing balance, net2,455
175
284
156
3,071
Cost or valuation6,663
270
284
573
7,790
Accumulated amortization and impairment(4,207)(95)
(417)(4,719)
Net at December 31, 20182,455
175
284
156
3,071
(i)(i)    Other mainly includes office equipment and motor vehicles.


F- 87

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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(ii)As a result of the application of IFRS 16 finance leases were reclassified to lease liabilities on January 1, 2019. See above in the "New and amended IFRS accounting standards" and notes C.4. and E.4. for further information. The net carrying amount of network equipment under finance leases at December 31, 2018 were $307 million.
(iii) Restated after finalization of the Cable Onda purchase accounting. See note A.1.2.


Borrowing costs capitalized for the years ended December 31, 2019, 20182021, 2020 and 20172019 were not significant.



F-79

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
E.2.3. Cash used for the purchase of tangible assets
Cash used for property, plant and equipment additions
202120202019
(US$ millions)
Additions787 649 719 
Change in advances to suppliers(6)(4)
Change in accruals and payables for property, plant and equipment(40)(22)17 
Other(1)(1)(1)
Cash used for additions740 622 736 
 201920182017
 (US$ millions)
Additions719
698
824
Change in advances to suppliers1
2
(8)
Change in accruals and payables for property, plant and equipment17
(25)26
Finance leases(i)(1)(43)(192)
Cash used for additions736
632
650
(i)As a result of the application of IFRS 16 finance leases were reclassified to lease liabilities on January 1, 2019. See above in the "New and amended IFRS accounting standards" and notes C.4. and E.4. for further information.




E.3. Right of use assets (as from January 1, 2019 after the application of IFRS 16)
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.
Movements in right of use assets in 20192021

Right-of-use assetsLand and buildingsSites rentalTower rentalOther network equipmentCapacityOtherTotal
(US$ millions)
Opening balance, net147 93 607 31 14 2 895 
Change in scope (see note A.1.2.)16 107 48 — 13 187 
Additions37 14 53 — — 106 
Modifications14 — (1)25 
Impairments(1)— — — — — (1)
Disposals(2)(2)(2)(1)— — (7)
Depreciation(36)(22)(81)(4)(1)(2)(145)
Asset retirement obligations— — — — — — 
Transfers— (17)(5)(1)— (18)
Exchange rate movements(9)(1)(24)— — — (34)
Closing balance, net169 201 587 25 12 13 1,008 
Cost of valuation254 317 908 40 17 21 1,557 
Accumulated depreciation and impairment(85)(116)(320)(14)(5)(8)(549)
Net at 31 December 2021169 201 587 25 12 13 1,008 
There have been no unusual significant events affecting lease liabilities (and right-of-use assets) during the year ended December 31, 2021.

Movements in right of use assets in 2020


F- 88F-80

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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Right-of-use assetsLand and buildingsSites rentalTower rentalCapacityOther network equipmentOtherTotal
(US$ millions)
Opening balance, net148 101 729 15 16 3 1,012 
Change in scope— — — — — — — 
Additions41 23 18 86 
Modifications (i)10 (27)— (1)— (8)
Impairments(1)— — — — — (1)
Disposals(10)(1)— — (1)— (12)
Depreciation(38)(17)(88)(1)(8)(2)(155)
Asset retirement obligations— — — — (1)— 
Transfers— — (2)— 
Transfers to/from assets held for sale— — — — — — — 
Exchange rate movements(3)(2)(27)— — — (32)
Closing balance, net147 93 607 14 31 2 895 
Cost of valuation206 127 839 18 42 1,238 
Accumulated depreciation and impairment(59)(34)(232)(4)(12)(3)(343)
Net at 31 December 2020147 93 607 14 31 2 895 
(i)     In early 2020, and following a change in regulation in Colombia, future lease payments for the use of certain public assets have been significantly decreased. This triggered a lease modification and a decrease of the related lease liabilities (and right-of-use assets) of approximately $45 million.
Right-of-use assetsLand and buildingsSites rentalTower rentalOther network equipmentCapacityOtherTotal
 (US$ millions)   
Opening balance, net154
67
623
9

4
856
Change in scope
43
121
1
12

177
Additions25
4
67
1
2
1
102
Modifications6
(2)7



11
Impairments(1)




(1)
Disposals(4)(4)(1)


(10)
Depreciation(35)(16)(86)(2)
(2)(141)
Transfers

1



1
Transfers to/from assets held for sale(1)(5)(3)


(9)
Exchange rate movements
(2)(7)


(10)
Closing balance, net145
87
720
8
14
3
977
Cost of valuation177
103
900
11
16
8
1,216
Accumulated depreciation and impairment(32)(16)(180)(3)(2)(5)(238)
Net at December 31, 2019145
87
720
8
14
3
977
Tower Sale and Leaseback

In 2018 and 2019, the Group announced agreements to sell and leaseback wireless communications towers in Paraguay, Colombia and El Salvador. Total gain on sale recognized in 2021 was nil (2020: nil, 2019:$5 million) and cash received from these sales in 2021 was nil, (2020: nil, 2019: $22 million).


F- 89

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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.met and necessary regulatory approvals obtained.

E.4.1. Classification of assets held for sale
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.


F-81

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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E.4.2. Millicom’s assets held for sale
The following table summarizes the nature of the assets and liabilities reported under assets held for sale and liabilities directly associated with assets held for sale as at December 31, 20192021 and 2018:2020:
December 31,
20212020
(US$ millions)
Assets and liabilities reclassified as held for sale ($ millions)
Towers Colombia (see note E.4.1.)— 
Towers El Salvador (see note E.4.1.)— — 
Towers Zantel— — 
Total assets of held for sale 1 
Total liabilities directly associated with assets held for sale  
Net assets held for sale / book value 1 
 As at December 31,
 20192018
 (US$ millions)
Assets and liabilities reclassified as held for sale ($ millions)  
Towers Paraguay (see note E.4.1.)
2
Towers Colombia (see note E.4.1.)2

Towers El Salvador (see note E.4.1.)1
1
Towers Zantel1

Other

Total assets of held for sale5
3
Towers Paraguay

Total liabilities directly associated with assets held for sale

Net assets held for sale / book value5
3
Chad
As mentioned in note A.1.3., on June 26, 2019, the Group completed the disposal of its operations in Chad for a cash consideration of $110 million. On the same date, Chad was deconsolidated and a gain on disposal of $77 million, net of costs of disposal of $4 million, was recognized. Foreign currency exchange losses accumulated in equity of $8 million have also been recycled in the statement of income accordingly. The resulting net gain of $70 million has been recognized under ‘Profit (loss) for the period from discontinued operations, net of tax’. The operating net loss of the operation for the period from January 1, 2019 to June 26, 2019 was $5 million.
The assets and liabilities deconsolidated on the date of the disposal were as follows:
Assets and liabilities held for sale ($ millions)June 26, 2019
Intangible assets, net18
Property, plant and equipment, net89
Right of use assets9
Other non-current assets8
Current assets34
Cash and cash equivalents9
Total assets of disposal group held for sale168
Non-current financial liabilities8
Current liabilities131
Total liabilities of disposal group held for sale140
Net assets held for sale at book value28


F- 90

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Senegal
As mentioned in note A.1.3. Millicom announced that it had agreed to sell its Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and Teylium Group. The sale was completed on April 27, 2018 in exchange of a final cash consideration of $151 million. The operations in Senegal were deconsolidated from that date resulting in a net gain on disposal of $6 million, including the recycling of foreign currency exchange losses accumulated in equity since the creation of the local operations. This gain has been recognized under ‘Profit (loss) for the year from discontinued operations, net of tax’.
The assets and liabilities were transferred to assets held for sale in relation to our operations in Senegal as at February 7, 2017 and therefore classified as held for sale as at December 31, 2017.
The table below shows the assets and liabilities deconsolidated at the date of the disposal:
April 27, 2018
Assets and liabilities held for sale(US$ millions)
Intangible assets, net40
Property, plant and equipment, net126
Other non-current assets2
Current assets56
Cash and cash equivalents3
Total assets of disposal group held for sale227
Non-current financial liabilities8
Current liabilities73
Total liabilities of disposal group held for sale81
Net assets / book value146
Rwanda
As mentioned in note A.1.3. on December 19, 2017, Millicom announced that it has signed an agreement for the sale of its Rwanda operations to subsidiaries of Bharti Airtel Limited.for a final cash consideration of $51 million, including a deferred cash payment due in January 2020 for an amount of $18 million. The transaction also included earn-outs for $7 million that were not recognized by the Group. The sale was completed on January 31, 2018. On that day, Millicom's operations in Rwanda have been deconsolidated and no material loss on disposal was recognized (its carrying value was aligned to its fair value less costs of disposal as of December 31, 2017). However, a loss of $32 million was recognized in 2018 corresponding to the recycling of foreign currency exchange losses accumulated in equity since the creation of the local operation. This loss has been recognized under ‘Profit (loss) for the year from discontinued operations, net of tax’.
The table below shows the assets and liabilities deconsolidated at the date of the disposal:
January 31, 2018
Assets and liabilities reclassified as held for sale(US$ millions)
Intangible assets, net12
Property, plant and equipment, net53
Other non-current assets4
Current assets14
Cash and cash equivalents2
Total assets of disposal group held for sale85
Non-current financial liabilities11
Current liabilities28
Total liabilities of disposal group held for sale40
Net assets / book value46



F- 91

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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In accordance with IFRS 5 the Group’s businessesand as further explained in Chad(Q2 2018)Note A.1.3. , Rwanda (Q1 2018), Ghana (Q3 2017) and Senegal (Q1 2017) had been classified as assets held for sale and their results were classified as discontinued operations. Comparative figures of the statement of income have therefore been represented accordingly. Financialfinancial information relating to the discontinued operations for the yearyears ended December 31, 2019, 20182021, 2020 and 20172019 is set out below. Figures shown below are after intercompany eliminations.
Results from discontinued operations
December 31
202120202019
(US$ millions)
Revenue— — 50 
Cost of sales— — (14)
Operating expenses— (4)(2)
Other expenses linked to the disposal of discontinued operations— (9)(10)
Depreciation and amortization— — (11)
Other operating income (expenses), net— — — 
Gain/(loss) on disposal of discontinued operations— — 74 
Operating profit (loss) (12)88 
Interest income (expense), net— — (2)
Other non-operating (expenses) income, net— — — 
Profit (loss) before taxes (12)86 
Credit (charge) for taxes, net— — (2)
Net profit/(loss) from discontinuing operations (12)84 
 Year ended December 31,
 201920182017
 (US$ millions)
Revenue50
189
440
Cost of sales(14)(51)(130)
Operating expenses(29)(83)(188)
Other expenses linked to the disposal of discontinued operations(10)(10)(7)
Depreciation and amortization(11)(27)(67)
Other operating income (expenses), net
(9)(4)
Gain/(loss) on disposal of discontinued operations74
(29)38
Operating profit (loss)61
(21)81
Interest income (expense), net(2)(6)(28)
Other non-operating (expenses) income, net
(2)4
Profit (loss) before taxes59
(29)56
Credit (charge) for taxes, net(2)(4)4
Net Profit/(loss) from discontinuing operations57
(33)60

Cash flows from discontinued operations
Year ended December 31,December 31
201920182017202120202019
(US$ millions)(US$ millions)
Cash from (used in) operating activities, net(8)(38)(1)Cash from (used in) operating activities, net— — (8)
Cash from (used in) investing activities, net5
8
(25)Cash from (used in) investing activities, net— — 
Cash from (used in) financing activities, net7
11
8
Cash from (used in) financing activities, net— — 

F. 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.

 20192018
 (US$ millions)
Gross trade receivables636
592
Less: provisions for expected credit losses(265)(249)
Trade receivables, net371
343
F-82


F- 92

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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20212020
(US$ millions)
Gross trade receivables722 649 
Less: provisions for expected credit losses(316)(298)
Trade receivables, net405 351 

Aging of trade receivables
Neither past due nor impairedPast due (net of impairments)
Neither past due nor impairedPast due (net of impairments) 30–90 days>90 daysTotal
30–90 days>90 daysTotal(US$ millions)
(US$ millions)
2019: 
2021:2021:
Telecom operators23
9
8
40
Telecom operators18 25 
Own customers177
63
29
270
Own customers210 59 34 303 
Others40
15
5
60
Others58 12 77 
Total241
88
43
371
Total286 74 46 405 
2018: 
2020:2020:
Telecom operators17
9
14
39
Telecom operators15 25 
Own customers158
69
19
246
Own customers167 65 34 266 
Others36
17
5
58
Others34 19 60 
Total210
95
37
343
Total216 90 45 351 
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 Cost of sales.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those maturing more than 12 months after the end of the reporting period. These are classified within non-current assets. Loans and receivables are carried at amortized cost using the effective interest method. Gains and losses are recognized in the statement of income when the loans and receivables are derecognized or impaired, as well as through the amortization process.


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.
Inventories
20212020
(US$ millions)
Telephone and equipment43 23 
SIM cards
IRUs— — 
Other15 10 
Inventory at December 31,63 37 
 20192018
 (US$ millions)
Telephone and equipment18
26
SIM cards3
4
IRUs3
3
Other9
6
Inventory at December 31,32
39


F.3. Trade payables

F-83

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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, 2019,2021, is recognized in Trade payables for an amount of $40$38 million (2018: $26(2020: $46 million).



F- 93

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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 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
Current
2019201820212020
(US$ millions)(US$ millions)
Deferred revenue77
85
Deferred revenue110 78 
Customer deposits14
15
Customer deposits15 14 
Current legal provisions36
27
Current legal provisions24 22 
Tax payables74
68
Tax payables88 72 
Customer and MFS distributor cash balances141
147
Customer and MFS distributor cash balances194 186 
Withholding tax on payments to third parties15
17
Withholding tax on payments to third parties11 
Other provisions3
7
Other current liabilities(i)113
126
Other current liabilities(i)105 133 
Total474
492
Total546 511 
(i) Includes 36$25 million (2018: 36(2020: $44 million) of tax risk liabilities not related to income tax.

F.4.2. Non-current provisions and other liabilities
Non-current
20212020
(US$ millions)
Non-current legal provisions22 30 
Long-term portion of asset retirement obligations177 107 
Long-term portion of deferred income on tower sale and leasebacks recognized under IAS 1746 57 
Long-term employment obligations56 67 
Other non-current liabilities63 67 
Total364 328 
 20192018
 (US$ millions)
Non-current legal provisions18
8
Long-term portion of asset retirement obligations96
77
Long-term portion of deferred income on tower sale and leasebacks recognized under IAS 1768
85
Long-term employment obligations71
68
Accruals and payables in respect of spectrum and license acquisitions61
41
Other non-current liabilities68
71
Total383
351



F- 94



F-84

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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F.5. Assets and liabilities related to contract with customers
Contract assets, net
20212020
(US$ millions)
Long-term portion18 
Short-term portion54 28 
Less: provisions for expected credit losses(4)(2)
Total69 31 
 20192018
 (US$ millions)
Long-term portion6
3
Short-term portion37
35
Less: provisions for expected credit losses(2)(1)
Total41
37

Contract liabilities
20212020
(US$ millions)
Long-term portion
Short-term portion95 89 
Total97 90 
 20192018
 (US$ millions)
Long-term portion1
1
Short-term portion81
86
Total82
87
The Group recognized revenue for $87$86 million in 2019 (2018: 2021 (2020:$4582 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, 20192021 is $61$101 million ($6096 million is expected to be recognized as revenue in the 20202023 financial year and the remaining $1$6 million in the 20212024 financial year or later) (i).
(i) 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)
20212020
(US$ millions)
Net at January 15 5 
Change in scope— 
Contract costs capitalized
Amortization of contract costs(1)(1)
Net at December 318 5 
 20192018
 (US$ millions)
Net at January 14
4
Contract costs capitalized7
4
Amortisation of contract costs(6)(4)
Net at December 315
4
(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.
(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. Additional disclosure items
G.1. Fees to auditors
202120202019
(US$ millions)
Audit fees5.2 5.8 6.8 
Audit related fees1.4 0.5 1.3 
Tax fees0.1 0.1 0.1 
Other fees0.4 0.1 0.6 
Total7.1 6.4 8.8 

 201920182017
 (US$ millions)
Audit fees6.8
6.7
4.7
Audit related fees1.3
0.4
0.3
Tax fees0.1
0.2
0.2
Other fees0.6
0.6
0.7
Total8.8
7.7
5.9


G.2. Capital and operational commitments


F- 95F-85

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
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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, 2019,2021, the Company and its subsidiaries had fixed commitments to purchase network equipment, land and buildings, other fixed assets and intangible assets of $122$761 million of which $102$428 million are due within one year (December 31, 2018: $882020: $564 million of which $71$400 million were due within one year). The Group’s share of commitments from the joint ventures is, respectively $52$41 million and $51$41 million. (December 31, 2018: $66 million of which $56 million were due within one year).
G.2.2. Lease commitments - until December 31, 2018
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement and involves an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and whether or not the arrangement conveys a right to use the asset. The sale and leaseback of towers and related site operating leases and service contracts are accounted for in accordance with the underlying characteristics of the assets, and the terms and conditions of the lease agreements. On transfer to the tower companies, the portion of the towers leased back are accounted for as operating leases or finance leases according to the criteria set out above. The portion of towers being leased back represents the dedicated part of each tower on which Millicom’s equipment is located and was derived from the average technical capacity of the towers. Rights to use the land on which the towers are located are accounted for as operating leases, and costs of services for the towers are recorded as operating expenses.
From January 1, 2019, the Group has recognized right of use assets for these leases, except for short term or low value leases. See above in the "New and amended IFRS accounting standards", note C.4.and E.3. for further information.
Operating leases
Operating leases are all other leases that are not finance leases. Operating lease payments are recognized as expenses in the consolidated statement of income on a straight-line basis over the lease term.
Operating leases mainly comprise land in which cell towers are located (including those related to towers sold and leased back) and buildings. Total operating lease expense from continuing operations for the year ended 2018 was $152 million–see note B.2.
Annual operating lease commitments from continuing operations
2018 (i)
(US$ millions)
Within one year127
Between one and five years412
After five years262
Total801
(i) The Group’s share in joint ventures operating lease commitments in 2018 amount to $3122020: $69 million and are excluded from the table above.$52 million, respectively).
Finance leases
Finance leases, which transfer substantially all risks and benefits incidental to ownership of the leased item to the lessee, are capitalized at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Where a finance lease results from a sale and leaseback transaction, any excess of sales proceeds over the carrying amount of the assets is deferred and amortized over the lease term. Capitalized leased assets are depreciated over the shorter of the estimated useful lives of the assets, or the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.
Finance leases mainly comprise lease of tower space in El Salvador, Paraguay, Tanzania and Colombia (see note C.3.4.), lease of poles in Colombia and tower sharing in other countries. Other financial leases mainly consist of lease agreements relating to vehicles and IT equipment.



F- 96

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Annual minimum finance lease commitments from continuing operations
2018 (i)
(US$ millions)

Within one year99
Between one and five years400
After five years415
Total914
(i)The Group’s share in joint ventures finance lease commitments in 2018 amounted to $1 million and are excluded from the table above.
The corresponding finance lease liabilities at December 31, 2018, were $353 million. Interest expense on finance lease liabilities amounted to $91 million for the year 2018.


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, 2019,2021, the total exposure foramount of claims and litigation risksbrought against Millicom and its subsidiaries is $204$246 million (December 31, 2018: $6832020: $288 million). The decrease is mainly due to Colombia where some significant cases were closed or became time barred during the year. The Group's share of the comparable exposure for joint ventures is $4$13 million (December 31, 2018: $52020: $14 million).
As at December 31, 2019, $302021, $36 million has been provided by its subsidiaries for these risks in the consolidated statement of financial position (December 31, 2018: $222020: $45 million). The Group’s share of provisions made by the joint ventures was $3$1 million (December 31, 2018: $42020: $3 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.
Ongoing investigation by the International Commission Against Impunity in Guatemala (CICIG)
Between 2017 and 2019, the CICIG and Guatemalan prosecutors have pursued investigations that have included the country’s telecommunications sector and Comcel, our Guatemalan joint venture. On September 3, 2019, the CICIG’s activities in Guatemala were discontinued, after the Guatemalan government did not renew the CICIG’s mandate, and it is unclear whether the investigations will continue. As at December 31, 2019, Management is not able to assess the potential impact on these consolidated financial statements of any remedial actions that may need to be takenMay 25, 2020, as a result of the investigations, or penaltiestermination of the Costa Rica acquisition (see Note A.1.2.), 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 claims for breach of contract and alleges, among other things, that maywe were required to close the transaction because the closing conditions specified in the sale and purchase agreement for the acquisition had been satisfied. The complaint seeks, among other relief, a declaration of Telefónica’s rights, and unspecified damages, costs, and fees. We believe the complaint is without merit and that our position will ultimately be imposed by law enforcement authorities. Accordingly, no provision has been recorded as of December 31, 2019.vindicated through the judicial process.
Other
At December 31, 2019,2021, 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.



F- 97

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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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 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 provisionsliabilities 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 20%), (ii) possible risks (risk of outflow of tax payments assessed from 21% to 49%) and probable risks (risk of outflow is more than 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.

F-86

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
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, 2019,2021, the tax risks exposure of the Group's subsidiaries is estimated at $300$343 million, for which provisions of $50of $69 million have been recorded in tax liabilities; representing the probable amount of eventual claims and required payments related to those risks (2018: $226(2020: $339 million of which provisions of $44$77 million were recorded). The Groups' share of comparable tax exposure and provisions in its joint ventures amounts to $49 $68 million (2018: $29 (2020: $69 million) and $4$3 million (2018: $2 (2020: $7 million), respectively. During 2021, due to tax audit closure in Tanzania, the Group has released tax risk contingencies amounting to $25 million which were considered as 'possible risks' and has also recorded the reversal of a $30 million provision for claims no longer deemed as 'probable risks'.


G.4. Non-cash investing and financing activities
Non-cash investing and financing activities from continuing operations
Note202120202019
(US$ millions)
Investing activities
Acquisition of property, plant and equipmentE.2.2.(47)(27)17 
Acquisition of lease right of use assets obtained in exchange of lease liabilitiesE.3.106 92 100 
Asset retirement obligationsE.2.2.32 19 19 
Financing activities
Share based compensationB.4.1.17 24 27 
 Note201920182017
  (US$ millions)
Investing activities    
Acquisition of property, plant and equipment, including (finance) leasesE.2.2.17
(65)(174)
Asset retirement obligationsE.2.2.19
15
(20)
Acquisition of subsidiaries, joint ventures and associates, net of cash acquiredA.1.2.
30

Financing activities    
(Finance) LeasesC.3.4.1
(43)192
Share based compensationB.4.1.27
21
22




F- 98

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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G.5. Related party balances and transactions
The Group’s significant related parties are:
Kinnevik AB (Kinnevik) and subsidiaries, Millicom’s previous principal shareholder - until•    Until November 14, 2019, date on which Millicom SDRs were paid out to the shareholders of Kinnevik (see 'Introduction' note);, Kinnevik AB (Kinnevik) was Millicom’s previous principal shareholder;
•    Helios Towers Africa Ltd (HTA), in which Millicom held a direct or indirect equity interest - until October 15, 2019, date on which Millicom lost significant influence on HTA and started accounting for its investments at fair value under IFRS 9 (see note A.3.1.and C.7.3.).
•    EPM and subsidiaries (EPM), the non-controlling shareholder in our Colombian operations (see note A.1.4.);
•    Miffin Associates Corp and subsidiaries (Miffin), our joint venture partner in Guatemala.Guatemala until November 12, 2021, date on which Millicom signed and closed an agreement to acquire the remaining 45% equity interest in our joint venture business in Guatemala from Miffin (see note A.1.2.).
•    Cable Onda partners and subsidiaries, the non-controlling shareholders in our Panama operations (see note A.1.2.).
Kinnevik
Until November 14, 2019, Kinnevik was Millicom's principal shareholder, owning approximately 37% of Millicom (December 31, 2018: 37%).Millicom. Kinnevik is a Swedish holding company with interests in the telecommunications, media, publishing, paper and financial services industries.
During 2019, 2018 and 2017, Kinnevik did not purchase any Millicom shares. There were no significant loans made by Millicom to or for the benefit of Kinnevik or Kinnevik controlled entities.
During 2019, 2018 and 2017, the Company purchased services from Kinnevik subsidiaries including fraud detection, procurement and professional services. Transactions and balances with Kinnevik Group companies are disclosed under 'Other' in the tables below.
Helios Towers

F-87

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
tigo-20211231_g9.jpg
Millicom sold its tower assets and leased back a portion of space on the towers in several African countries and contracted for related operation and management services with HTA. The Group has future lease commitments in respect of the tower companies (see note E.4.). As mentioned above, Helios Towers ceased to be a related party to the Group from October 15, 2019.
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 50% of our operations in Colombia.
Miffin Associates Corp (Miffin)
The Group purchases and sells products and services from and to the Miffin Group. Transactions with Miffin represent recurring commercial operations such as purchase of handsets, and sale of airtime. As mentioned above, Miffin ceased to be a related party to the Group from November 12, 2021.
Cable Onda Partners
Our partners in Panama are the non-controlling shareholders of Cable Onda and own 20% of the company, and indirectly 20% of Telefonica Moviles Panama,Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.), which hashad been acquired by Cable Onda in August 2019. Additionally, they also hold interests in several entities which have purchasing and selling recurring commercial operations with Cable Onda (such as the sale of content costs, delivery of broadband services, etc.). Transactions and balances with Cable Onda Partners companies are disclosed under 'Other' in the tables below.below given their individual immateriality.
Expenses from transactions with related parties202120202019

(US$ millions)
Purchases of goods and services from Miffin (i)(165)(216)(214)
Purchases of goods and services from EPM(39)(37)(42)
Lease of towers and related services from HTA (ii)— — (146)
Other expenses(18)(57)(10)
Total(221)(310)(412)
Expenses from transactions with related parties201920182017

(US$ millions)
Purchases of goods and services from Miffin(209)(173)(181)
Purchases of goods and services from EPM(42)(40)(36)
Lease of towers and related services from HTA(i)(146)(28)(28)
Other expenses(15)(3)(4)
Total(412)(244)(250)

Income and gains from transactions with related parties202120202019
(US$ millions)
Sale of goods and services to Miffin (i)299 327 306 
Sale of goods and services to EPM14 15 13 
Other revenue
Total314 343 322 
(i)    Miffin entities are not considered as related parties since November 12, 2021.
(ii)    HTA ceased to be a related party on October 15, 2019. See note C.7.3. for further details.


F- 99

Notes to the Consolidated Financial Statements
For the years ended December 31, 2019, 2018 and 2017 (continued)
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Income and gains from transactions with related parties201920182017
 (US$ millions)
Sale of goods and services to Miffin306
284
277
Sale of goods and services to EPM13
17
18
Other revenue3
2
1
Total322
303
295

As at December 31, the Company had the following balances with related parties:
December 31
20212020
(US$ millions)
Liabilities
Payables to Guatemala joint venture (i)— 231 
Payables to Honduras joint venture (ii)69 103 
Payables to EPM15 20 
Payables to Panama non-controlling interests
Other accounts payable
Total87 356 
(i) Since November 12, 2021, Tigo Guatemala is accounted for as a subsidiary and intercompany transactions are eliminated on consolidation (see note A.1.2. to our audited consolidated financial statements).
(ii)    Mainly advances for dividends expected to be declared in 2022.


F-88

 Year ended December 31
 20192018
 (US$ millions)
Non-current and current liabilities  
Payables to Guatemala joint venture(i)361
315
Payables to Honduras joint venture(ii)133
143
Payables to EPM37
14
Other accounts payable
9
Sub-total531
482
(Finance) Lease liabilities to HTA (iii)
99
Total531
580
(i)Shareholder loans bearing interest. Out of the amount above, $337 million are due over more than one year.
(ii)Amount payable mainly consist of dividend advances for which dividends are expected to be declared later in 2020 and/or shareholder loans.
(iii)HTA ceased to be a related party on October 15, 2019. See note C.7.3. for further details.
.
 Year ended December 31
 20192018
 (US$ millions)
Non-current and current assets  
Receivables from EPM3
5
Receivables from Guatemala and Honduras joint ventures23
20
Advance payments to Helios Towers Tanzania(ii)
6
Receivables from Panama

Receivable from AirtelTigo Ghana (i)43
41
Other accounts receivable4
1
Total73
73
(i)
Disclosed under Other non-current assets in the statement of financial position. See note A.2.2.
(ii) Helios Towers ceased to be to be a related party on October 15, 2019.

H. IPO – Millicom’s operations in Tanzania
In June 2016, an amendment to the Electronic and Postal Communications Act (“EPOCA”) in the Finance Act 2016 required all Tanzanian licensed telecom operators to sell 25% of the authorised share capital in a public offering on the Dar Es Salaam Stock Exchange. In December 2019, the Group filed the draft prospectus with the Tanzania Capital Market and Securities Authority with the view to initiate the listing process in H1 2020.


F- 100

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019, 20182021, 2020 and 2017 (continued)
2019
logolasta01.jpgtigo-20211231_g9.jpg

December 31
20212020
(US$ millions)
Assets
Receivables from EPM
Receivables from Guatemala joint venture (i)— 206 
Receivables from Honduras joint venture (ii)62 84 
Receivables from Panama non-controlling interests
Receivable from AirtelTigo Ghana— — 
Other accounts receivable
Total70 299 

(i) In 2021 and prior to the acquisition of the remaining 45% shareholding, our former joint venture in Guatemala repaid the entire $193 million Millicom shareholder loan granted in October 2020 and originally repayable by January 13, 2022, at the latest. As explained above, Tigo Guatemala is as a wholly owned subsidiary from November 12, 2021.
(ii)    In November 2020, our operations in Honduras completed a shareholding restructuring whereby Telefónica Celular S.A. acquired the shares of Navega S.A. de C.V. from its existing shareholders. The sale consideration will be payable in several installments with a final settlement in November 2023. As of December 31, 2021, $24 million out of a total receivable of $53 million is due after more than one year and therefore disclosed in non-current assets. During 2021, our operations in Honduras repaid $30 million to Millicom.

H. Millicom’s operations in Tanzania
Tanzania divestiture
On April 19, 2021, Millicom agreed to sell its entire operations in Tanzania to a consortium led by Axian, a pan-African group that was part of the consortium that acquired Millicom’s operations in Senegal in 2018. The Group is still awaiting the necessary regulatory approvals in order to complete the disposal.
IPO – Tanzania
The Tanzanian government implemented in 2016 legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a Tanzanian public offering. The Group reached an agreement with the Tanzanian government that such public offering must take place before 31 December 2025 at the latest.


F-89

Notes to the Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
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I. Subsequent eventsEvents
PivotFinancing
On January 27, 2022, our principal subsidiary in shareholder remunerationGuatemala, Comcel, completed the issuance of a new 10-year $900 million Bond with a coupon of 5.125%. Proceeds from this bond as well as cash were used to repay a significant portion of the bridge financing that was used to fund the acquisition of the remaining 45% equity interest in our Tigo Guatemala operations. As of February 8, 2022, a balance of $450 million remained unpaid under the initial $2.15 billion bridge loan agreement.
On January 13, 2022, we completed the issuance of a new 5-year sustainability bond raising SEK 2.25 billion (approximately $252 million) at a fully swapped rate of Secured Overnight Financing Rate plus 3.496%. Proceeds will be used to fund investments in accordance with the Company's sustainability framework. This bond has been fully hedged against foreign exchange fluctuations.
In January 2022, Colombia Movil S.A. partially repaid $100 million syndicated loan, which was initially due in 2024. Cross currency swaps used to hedge the previous interest and principal on the previous loan for $50 million were terminated. The outstanding amount of $50 million remains fully swapped.
Zantel's earn out
In January 2022, Millicom received $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 statement of income.
Share capital
On February 24, 2020, Millicom’s28, 2022, the extraordinary general meeting of shareholders of Millicom resolved to authorize the Board approvedof Directors of Millicom to increase the Annual General Meetingauthorized share capital of the shareholdersCompany from $199,999,800 divided into 133,333,200 shares, with a share buyback program to repurchase at least $500 million over the next three years.  The current shareholder authorization, which expires on May 5, 2020, allows for the repurchasepar value of up to 5% of the outstanding share capital. In addition, the Board approved to the Annual General Meeting of the shareholders a dividend distribution of $1.00$1.50 per share, to be paid in 2020.  The Annual General Meeting to vote on these matters is scheduled for May 5, 2020.
On February 25, 2020, Millicom announced$300,000,000 divided into 200,000,000 shares, with a three year $500 million share repurchase plan and on February 28, 2020 it initiated the first phasepar value of this program comprising the purchase of not more than 350,000 shares and not more than a maximum total amount of SEK 107 million (approximately $11 million). The purpose of the repurchase program is to reduce Millicom's share capital, or to use the repurchased shares for meeting obligations arising under Millicom´s employee share based incentive programs. The repurchase program may take place during the period between February 28, 2020 and May 5, 2020. Payment for the shares will be made in cash.
Paraguay bond
On January 28, 2020, Millicom’s wholly-owned subsidiary Telefónica Celular del Paraguay S.A.E ("Telecel"), closed a $250 million re-tap to its senior unsecured notes due 2027, representing an additional issuance of Telecel's outstanding $300 million 5.875% senior notes due 2027 issued on April 5, 2019. The new notes will be treated as a single class with the initial notes, and they were priced at 106.375 for an implied yield to maturity of 4.817%.



$1.50 per share.


F- 101F-90