SEC Form 6-K filed by Millicom International Cellular S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2024.

Commission File Number: 001-38763

MILLICOM INTERNATIONAL CELLULAR S.A.

(Exact Name of Registrant as Specified in Its Charter)

2, Rue du Fort Bourbon,

L-1249 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

MILLICOM INTERNATIONAL CELLULAR S.A.

INDEX TO FURNISHED MATERIAL

Item
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Item 1

Millicom International Cellular S.A.

For the three and nine-month periods ended September 30, 2024

November 7, 2024

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Unaudited interim condensed consolidated statement of income for the three and nine-month periods ended September 30, 2024

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

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Unaudited interim condensed consolidated statement of comprehensive income for the three and nine-month periods ended September 30, 2024

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

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Unaudited interim condensed consolidated statement of financial position as at September 30, 2024

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

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Unaudited interim condensed consolidated statement of financial position as at September 30, 2024 (continued)

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

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Unaudited interim condensed consolidated statement of cash flows for the nine-month period ended September 30, 2024

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

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

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Unaudited interim condensed consolidated statements of changes in equity for the nine-month period ended September 30, 2024

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

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Notes to the unaudited interim condensed consolidated financial statements

1. GENERAL INFORMATION

Millicom International Cellular S.A. (the “Company” or “MIC SA”), a Luxembourg Société Anonyme, and its subsidiaries, joint ventures and associates (the “Group” or “Millicom”) is a provider of cable and mobile services dedicated to emerging markets in Latin America. Millicom provides high speed broadband and innovation around The Digital Lifestyle® services through its principal brand, TIGO.

On November 6, 2024, the Board of Directors authorized these unaudited interim condensed consolidated financial statements for issuance.

2. SUMMARY OF ACCOUNTING POLICIES

These interim condensed consolidated financial statements of the Group are unaudited. They are presented in US dollars ($) and have been prepared in accordance with International Accounting Standard (“IAS”) 34 ‘Interim Financial Reporting’ as issued by the International Accounting Standards Board ("IASB") and as adopted by the European Union ("EU"). In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments that are necessary for a proper presentation of the results for interim periods. Millicom’s operations are not affected by significant seasonal or cyclical patterns.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the period ended December 31, 2023, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB and in conformity with IFRS as adopted by the EU. These financial statements are prepared in accordance with consolidation and accounting policies consistent with the December 31, 2023 consolidated financial statements, except for the changes described in items III below.

We have made rounding adjustments to reach some of the figures included in these unaudited interim condensed consolidated financial statements. Accordingly, numerical figures shown as totals in some tables may not be an 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 these unaudited interim condensed consolidated financial statements.

The following changes to standards have been adopted by the Group and did not have any significant impact on the Group’s accounting policies or disclosures and did not require retrospective adjustments:

The following changes to standards are effective for annual periods starting on January 1, 2025 and their potential impact on the Group consolidated financial statements is currently being assessed by management:

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

2. SUMMARY OF ACCOUNTING POLICIES (Continued)

The following standards and amendments are effective for annual periods starting on January 1, 2026 (Amendments to IFRS 9, IFRS 7 and Annual Improvements) or January 1, 2027 (IFRS 18) and their potential impact on the Group consolidated financial statements is currently being assessed by management:

Effective in 2024, we revised the estimated useful lives of our fiber optic network assets and related equipment/software. this is considered a change in accounting estimate under IAS 8.

This change is applied prospectively, meaning there is no impact on financial statements for prior periods. Fully depreciated assets remain fully depreciated; their cost will not be reset.

For the full year 2024, this change is expected to decrease depreciation expense by approximately $48 million compared to what the depreciation charge would have been using previous estimated useful lives. Estimating the impact on future years is impractical.

While the change also affects lease right-of-use assets and asset retirement obligation provisions, the impact on these areas is considered immaterial.

3. ACQUISITION AND DISPOSAL OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATES AND OTHER NON-CONTROLLING INTERESTS

Acquisitions or disposals for the nine-month period ended September 30, 2024

There were no material acquisitions or disposals during the nine-month period ended September 30, 2024.

On August 1, 2024, we signed a binding agreement with Liberty Latin America to combine our operations in Costa Rica in a cashless

merger in which Millicom would retain a minority equity ownership of approximately 14%. The transaction is subject to closing conditions, including regulatory approvals and is expected to close in H2 2025. Hence, as of September 30, 2024 the transaction is still not meeting the IFRS 5: "Non-current Assets Held for Sale and Discontinued Operations" criteria

On July 31, 2024, Millicom announced that it has signed a non-binding memorandum of understanding with Telefonica for the potential acquisition of Telefonica’s stake in Telefonica Colombia (Coltel), as part of a broader intended combination of Coltel and TigoUne, Millicom's 50%-owned operation in Colombia. Millicom intends to offer to purchase La Nación’s and other minority interests in Coltel for cash at the same purchase price per share offered to Telefonica, as well as Empresas Públicas de Medellin’s (EPM) 50% interest in TigoUne for cash at a valuation multiple comparable to the one implied by the Coltel acquisition. The total investment by Millicom would be approximately $1 billion, and the transaction would be subject to negotiation of definitive agreements and receipt of regulatory approvals.

Acquisitions or disposals in 2023

There were no material acquisitions or disposals during the year ended December 31, 2023.

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

4. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets held for sale - Summary

Assets held for sale - Towers sales in Colombia

On January 24, 2024, Colombia Movil S.A. ESP (“Tigo Colombia”) signed an agreement to sell and lease back, under a long-term lease agreement, 1,132 telecommunication towers to Towernex Colombia S.A.S. (“Towernex”), a KKR company. The total sale consideration amounts to $77 million, out of which $26 million will be received in subsequent years. Under IFRS 16, this transaction is considered a sale and leaseback.

The transfer of the towers to Towernex consists of three batches, out of which two already completed:

Assets held for sale - Mobile Network sharing agreement in Colombia

On February 26, 2024, Tigo Colombia and Telecomunicaciones S.A. ESP BIC (“ColTel”) signed an agreement to share their mobile networks. This collaboration is subject to certain third party approvals which are still in progress and will involve two new joint arrangements:

In accordance with IFRS 5, certain assets and related liabilities have been reclassified as "held for sale" and depreciation has been stopped for the following assets and liabilities:

The agreement between Tigo Colombia and ColTel does not currently include how they will handle site lease agreements. Because of this, the assets and liabilities related to these leases have not been classified as "held for sale" yet.

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Discontinued operations - Tanzania

As per the sale agreement, the initial sale price (which is still subject to final price adjustment) was adjusted to consider some outstanding tax and legal contingencies which management believes is sufficient to cover any future claims on pre-closing matters. Should the price adjustments not be sufficient, Millicom might be liable and need to make additional provisions that are not covered by the latter. In addition, the agreement also provided an IPO adjustment clause which expired on April 5, 2024.

As of September 30, 2024, no additional provision have been made by management in respect of the aforementioned items.

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

5. SEGMENT INFORMATION

As further detailed in note 1, Millicom operates in a single region (Latin America), and more specifically in the following countries: Guatemala, Colombia, Panama, Honduras, Bolivia, Paraguay, El Salvador, Nicaragua and Costa Rica.

During the third quarter of 2024, Millicom announced several organizational changes aimed at strengthening its connection with each country and enhancing its understanding of their unique circumstances. Following the recent appointment of a new Chief Executive Officer (CEO), the Group has streamlined its structure, ensuring that all General Managers of operations and Executive Team reports directly to him. This strategic shift reinforces the Group´s commitment to prioritizing the customer experience while fostering collaboration and nurturing its internal talent. By redefining its segments as individual countries since 2023 year-end, Millicom is better positioned to drive growth and achieve results more effectively across all markets. The Chief Executive Officer (CEO) together with the Group Chief Financial Officer (CFO) and the Chief Technology & Information Officer (CTIO) form the ‘Chief Operating Decision Maker’ (“CODM”).

Millicom´s CODM assesses performance and allocates resources, based on individual countries, which are its operating segments. The Honduras joint venture is reviewed by the CODM in a similar manner as for the Group’s controlled operations and is therefore also shown as a separate operating segment at 100%. However, these amounts are subsequently eliminated in order to reconcile with the Group consolidated numbers, as shown in the reconciliations below.

Management evaluates performance and makes decisions about allocating resources to the Group's operating segments based on financial measures, such as revenue, including service revenue, and EBITDA. Capital expenditures are also a significant aspect for management and in the telecommunication industry as a whole. Management believes that service revenue and EBITDA are essential financial indicators for the CODM and investors. These measures are particularly valuable for evaluating performance over time. Management utilizes service revenue and EBITDA when making operational decisions, allocating resources, and conducting internal comparisons against historical performance and competitor benchmarks. Additionally, these metrics provide deeper insights into the Group's operating performance. Millicom's Compensation and Talent Committee also employs service revenue and EBITDA when assessing employees' performance and compensation, including that of the Group's executives. A reconciliation of service revenue to revenue and EBITDA to profit before taxes is provided below.

Before the organizational changes which took place in the second half of 2023 (as further explained in the 2023 Group's Annual Report), the Group reported a single segment, the Group Segment. As aforementioned, and since 2023 year-end, the Group considers the individual countries it operates in as its operating and reportable segments, and the below comparative information has been re-presented accordingly.

Revenue, Service revenue, EBITDA, capital expenditures and other segment information for the nine-month periods ended September 30, 2024, and 2023 are shown on the below:

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

5. SEGMENT INFORMATION (Continued)

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

5. SEGMENT INFORMATION (Continued)

Reconciliation of EBITDA for reportable segments to the Group's profit before taxes from continuing operations:

(i) The unallocated expenses are primarily related to centrally managed costs

6. OTHER NON-OPERATING (EXPENSES) INCOME, NET

The Group’s other non-operating (expenses) income, net comprised the following:

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

7. EARNINGS PER COMMON SHARE

Earnings per common share (EPS) attributable to owners of the Company are comprised as follows:

8. INVESTMENTS IN 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. Our investments in joint ventures is comprised solely of Honduras.

At September 30, 2024, the equity accounted net assets of our joint venture in Honduras totaled $436 million (December 31, 2023: $382 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).

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

8. INVESTMENTS IN JOINT VENTURES (Continued)

Out of these net assets, $3 million (December 31, 2023: $3 million) represent statutory reserves that are unavailable to be distributed to the Group. During the nine-month period ended September 30, 2024, Millicom's joint venture in Honduras repatriated cash of $66 million under different forms (September 30, 2023: 75 million).

At September 30, 2024, Millicom had $164 million payable to Honduras joint venture which were mainly comprised of advances and cash pool balances (December 31, 2023: $68 million). In addition, as of September 30, 2024, Millicom had a total receivable from Honduras joint venture of $13 million, (December 31, 2023: $9 million) mainly corresponding to other operating receivables.

The table below summarizes the movements for the period in respect of the Honduras joint venture's carrying value:

(i) Share of profit is recognized under ‘Share of profit in Honduras joint ventures’ in the statement of income for the period ended September 30, 2024.

9. PROPERTY, PLANT AND EQUIPMENT

During the nine-month period ended September 30, 2024, Millicom added property, plant and equipment for $355 million (September 30, 2023: $472 million) and received $54 million from disposal of property, plant and equipment (September 30, 2023: $11 million) including $51 million, net of transaction costs, proceeds from the sale and lease back transaction between Tigo Colombia and Towernex (see note 4).

10. INTANGIBLE ASSETS

During the nine-month period ended September 30, 2024, Millicom added intangible assets for $173 million of which $114 million related to spectrum and licenses, and $59 million to additions of other intangible assets (September 30, 2023: $407 million of which $333 million related to spectrum and licenses and $75 million to additions of other intangible assets) and received $1 million of proceeds from disposal of intangible assets (September 30, 2023: nil).

Summary of the main spectrum and licenses acquisitions

On February 23, 2024, the Colombia's "Ministerio de Tecnologias de la Informacion y las Comunicaciones" ('MINTIC') granted the right to use a total of 80 MHz in the 3.5 GHz band to the Unión Temporal formed between Colombia Móvil S.A. E.S.P. - Colombia Telecomunicaciones S.A E.S.P. BIC (see note 4). The 50/50 Unión Temporal agreed a total notional consideration of COP 318 billion (equivalent to approximately US$81 million at initial date's exchange rate). This includes coverage and social obligations to provide internet to schools and delivery of satellite earth station filters. The license is valid for 20 years, expiring in 2044. The payment will be spread out in annual installments over the entire term and bear interest at a 24-month consumer price index (CPI) rate.

On February 28, 2024, the local regulator in Paraguay, Conatel, granted the renewal of spectrum in the 700 Mhz band operated by Tigo Paraguay, for a total cash consideration of $8 million and subject to certain social obligations. The license is valid for a period of 5 years, expiring in 2029.

During May 2024, Panama acquired 10 MHz (5Mz x 2) spectrum in the 700 MHz band for approximately $9 million. This spectrum does not have coverage or social obligations attached to it.

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

11. FINANCIAL OBLIGATIONS

A. Debt and financing

The most material movements in debt and financing for the nine-month period ended September 30, 2024 were as follows. When applicable, local currency amounts are translated in USD using the exchange rate at the time of occurrence.

Luxembourg

On April 2, 2024, MIC SA completed the issuance of its 7.375% $450 million Senior Notes due 2032 (the “Notes”). Millicom used a portion of the net proceeds from the issuance of the Notes to repay in full certain bank loans with DNB for $200 million, and use the remaining net proceeds for the repayment, redemption, retirement or repurchase of existing indebtedness of Millicom and its subsidiaries and for other general corporate purposes.

During the nine-month period ended September 30, 2024, Millicom repurchased and cancelled some of the 2031 USD 4.5%, the 2029 USD 6.250% and the 2028 USD 5.125% Senior Notes on the open market for a total nominal amount of approximately $17 million, $59 million and $90 million, respectively. The repurchase price discount of approximately $8 million towards the carrying values has been recognized as financial income.

As per amendment No. 2 dated August 22, 2024, the maturity of $565 million of the available $600 million ESG-linked revolving credit facility maturity has been extended by 2 years, now due on October 15, 2027.

Colombia

On February 20, 2024, UNE EPM Telecomunicaciones S.A. ("UNE") executed a COP 85 billion (approximately $21 million) working capital loan with Banco Colombia. The loan has a maturity of 1 year.

On April 25, 2024, UNE issued a COP 160 billion (approximately $40 million) bond consisting of one tranche with a three year maturity. Interest rate is fixed at 17% and payable in Colombian peso. This bond refinanced the Tranche A (for COP 160 billion) of the bond issued in May 2016, repaid in May 2024.

Guatemala

During the nine-month period ended September 30, 2024, Comcel repurchased and cancelled some of the 2032 USD 5.125% Comcel Senior Notes on the open market for a total nominal amount of approximately $88 million. The repurchase price discount of approximately $9 million towards the carrying value has been recognized as financial income.

During the months of April, May and June 2024, Comcel repaid up to $100 million equivalent in local currency from different bank facilities to address maturities and interest charges. In September 2024, Comcel partially repaid up to $52 million of loan facilities equivalent in local currency.

Bolivia

In February 2024, Telefónica Celular de Bolivia S.A. ("Tigo Bolivia") early repaid two local bank loans of BOB 17 million and BOB 23 million (approximately $2 million and $3 million, respectively). In addition, in March 2024, Tigo Bolivia repaid a local bank loan of BOB 136 million (approximately $20 million).

In June 2024, Tigo Bolivia repaid the outstanding 2024 BOB 3.950% Notes (approximately $9 million equivalent in local currency). In August 2024, Tigo Bolivia repaid the outstanding 2024 BOB 4.7% Notes and 2024 BOB 4.6% Notes (approximately $30 million equivalent in local currency).

Panama

During the nine-month period ended September 30, 2024, "Telecomunicaciones Digitales, S.A." repurchased and cancelled some of the 2030 USD 4.500% Senior Notes on the open market for a total amount of approximately $27 million. The repurchase price discount of approximately $3 million with the carrying value has been recognized as a financial income.

Paraguay

During the nine-month period ended September 30, 2024, Telefónica Celular del Paraguay, S.A.E. repurchased and cancelled some of its 2027 USD 5.875% Senior Notes for a total nominal amount of approximately $63 million. The repurchase price discount of approximately $1 million with the carrying value has been recognized as a financial income. Additionally, on September 23, 2024, Telefónica Celular del Paraguay, S.A.E. redeemed $150 million of its 2027 USD 5.875% Senior Notes at PAR.

In June 2024, Telefónica Celular del Paraguay, S.A.E. repaid the outstanding 2024 PYG 8.750% Notes (tranche A) (approximately $15 million equivalent in local currency).

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

11. FINANCIAL OBLIGATIONS (continued)

On July 11, 2024, Telefónica Celular del Paraguay, S.A.E. issued local bonds for a total amount of PYG 370,000 million (approximately $49 million) with a maturity of 8 years and at an interest rate of 8.17%. This issuance is part of the local currency Debt Program registered in 2021 for a total amount equivalent to $150 million.

On September 3, 2024, Telefónica Celular del Paraguay, S.A.E. executed a PYG 150 billion (approximately $20 million) loan with Banco GNB Paraguay, S.A.E.C.A. The loan has a maturity of 5 years.

B. Analysis of debt and financing by maturity

The total amount of debt and financing is repayable as follows:

(i) Excluding vendor financing of nill, due within one year (December 31, 2023: $18 million).

The table below describes the outstanding and maximum exposure under guarantees and the remaining terms of the guarantees as at September 30, 2024 and and December 31, 2023.

(i) If non-payment by the obligor, the guarantee ensures payment of outstanding amounts by the Group's guarantor.

The Group’s interest and other financial expenses comprised the following:

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

12. COMMITMENTS AND CONTINGENCIES

Litigation & claims

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 September 30, 2024, the total amount of claims brought against MIC SA and its subsidiaries is $358 million (December 31, 2023: $328 million). The Group's share of the comparable exposure for its joint venture in Honduras is $8 million (December 31, 2023: $9 million).

As at September 30, 2024, $16 million has been provisioned by its subsidiaries for these risks in the unaudited interim condensed consolidated statement of financial position (December 31, 2023: $14 million). The Group's share of provisions made by the joint venture was $1 million (December 31, 2023: $1 million). While it is not possible to ascertain the ultimate legal and financial liability with respect to these claims and risks, the ultimate outcome is not anticipated to have a material effect on the Group’s financial position and results of operations.

On February 13, 2024, the New York Supreme Court granted summary judgment in favor of a breach of contract claim filed by Telefónica after Millicom terminated the acquisition of Telefónica’s Costa Rican business in 2020. The Court also ruled in favor of Telefónica’s methodology for calculating prejudgment interest. As of the time of the issuance of this report, the Court has not yet determined the exact amount of damages, and a final judgment has not yet been entered. Millicom disagrees with the decision and continues to believe that it has strong arguments in its favor. Millicom has appealed the ruling and expects a hearing on the appeal to take place during Q4.

Taxation

At September 30, 2024, the tax risks exposure of the Group's subsidiaries is estimated at $268 million, for which provisions of $48 million have been recorded in tax liabilities; representing management's assessment of the probable cash outflow of eventual claims and required payments related to those risks (December 31, 2023: $279 million of which provisions of $52 million were recorded). The Group's share of comparable tax exposure and provisions in its joint venture amounts to $132 million (December 31, 2023: $118 million) and $8 million (December 31, 2023: $7 million), respectively.

Capital commitments

At September 30, 2024, the Company and its subsidiaries had fixed commitments to purchase network equipment, other fixed assets and intangible assets of $249 million of which $193 million are due within one year (December 31, 2023: $350 million of which $254 million are due within one year). The Group’s share of commitments in the Honduras joint venture is $23 million of which $23 million are due within one year. (December 31, 2023: $18 million and $18 million respectively).

13. FINANCIAL INSTRUMENTS

Put Option - Tigo-UNE

On October 12, 2023, Millicom and its partner, Empresas Públicas de Medellin (EPM), agreed to recapitalize Tigo-UNE, Millicom's 50%-owned operation in Colombia. Each partner contributed COP 300 billion (approximately $74 million at the time of the transaction) to support the continued development of Tigo-UNE's strategy.

With this agreement, both partners retained their current shareholding in Tigo-UNE. Furthermore they agreed to add in the shareholder's agreement an unconditional put option maturing on September 30, 2024, that, if exercised, would allow EPM to sell to Millicom their entire 50% stake in Tigo-UNE for COP 330 billion.

This put option expired as of September 30, 2024 as EPM did not exercise it. Consequently, the corresponding liability amounting to $79 million (after its foreign exchange revaluation) as of September 30, 2024 has been extinguished with its counterpart in the Group's equity.

Other than the items disclosed below, the fair values of financial assets and financial liabilities approximate their carrying values as at September 30, 2024 and December 31, 2023:

(i)             Fair values are measured with reference to Level 1 (for listed bonds) or 2.

(ii)            Excluding vendor financing of nill as of September 30, 2024 (December 31, 2023: $18 million).

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

13. FINANCIAL INSTRUMENTS (Continued)

Derivative financial instruments

Currency and interest rate swap contracts

MIC SA entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the 2024 SEK 2 billion bond and the foreign currency risk in relation to the 2027 SEK 2.2 billion bond (approximately $208 million and $252 million, respectively, using the exchange rate at the time of the issuance of each bond) issued in May 2019 and January 2022 with maturity dates May 2024 and January 2027, respectively. All swap contracts attached to the 2024 SEK 2 billion bond were terminated on May 10, 2023, after the early redemption of the bond and were settled against a cash payment of $26 million.

In January 2023, MIC SA also entered into two currency swap agreements to hedge an intercompany receivable of COP 206 billion (approximately $41 million) owed by Tigo-UNE with maturity date January 2026. These swaps are accounted for as cash flow hedges as hedging relationships are highly effective.

The fair value of the aforementioned swaps amounts to a liability of $43 million as of September 30, 2024 (December 31, 2023: a liability of $46 million).

The Group's operations in Colombia entered into several swap agreements in order to hedge foreign currency and interest rate risks on certain long-term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded through other comprehensive income. The fair value of Colombia swaps amounted to an asset of $7 million as of September 30, 2024 (December 31, 2023: an asset of $6 million).

As a result, the net fair value of the derivative financial instruments for the Group, as of September 30, 2024 amounted to a liability of $36 million (December 31, 2023: a liability of $40 million )

Interest rate and currency swaps are measured with reference to Level 2 of the fair value hierarchy.

There are no other derivative financial instruments with a material fair value at September 30, 2024.

14. TAX

The Millicom Group is within the scope of the OECD Pillar Two Model Rules (also referred to as the “Global Anti-Base Erosion” or “Globe” Rules). The Pillar Two Model Rules were released by the Organization for Economic Co-operation and Development (‘OECD’) in response to agreement reached in October 2021 by more than 130 countries to implement a minimum tax regime for multinationals. Pillar Two legislation was enacted in Luxembourg and has come into effect from January 1, 2024.

Being MICSA resident in Luxembourg and the Ultimate Parent Entity of the Group, the latter is subject to the Pillar Two Model Rules. Besides Luxembourg, the Pillar Two Model Rules have been enacted since January 2024 in the following countries within the scope of Millicom Group: The Netherlands, United Kingdom and Sweden.

The Group has run testing under the OECD Transitional Safe Harbour rules, which are transitional rules mainly based on the Country by Country Report of the Group. As of September 30, 2024, from a material standpoint it results that all jurisdictions within Millicom Group meet at least one of the transitional safe harbour rules, hence are not expected to be subject to top-up taxes.

MICSA is the head of a fiscal unity in Luxembourg, which has tax losses of an amount of approximately $4.6 billion as of December 31, 2023, per the Annual Report. Per Luxembourg tax law, approximately $1.2 billion expire 17 years after generation, approximately $3.4 billion do not expire.

15. RESTRUCTURING COSTS

During the nine-month period ended September 30, 2024, Millicom carried out cost reduction projects, with a focus on efficiency improvements. The Group recorded $93 million of severance costs ($48 million for the three-month period ended September 30, 2024).

On September 19, 2024, Millicom announced that Mauricio Ramos stepped down from his roles as Director and Executive Chairman of the Board. A separation agreement was signed; this agreement provided for the immediate vesting of all unvested share plans, modified on September 30, 2024, to be paid in cash, with nearly the entire amount of the separation agreement paid within September.

In line with IFRS 2, shares acceleration component are treated as an early settlement and recognized immediately as employee-related costs in the Statement of Income and as share-based compensation in the Statement of Changes in Equity. The portion associated with the shares cancellation was reflected in the Statement of Changes in Equity and in the Statement of Cash Flows.

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

16. SUBSEQUENT EVENTS

Debt repayments

On October 16, 2024, a Millicom subsidiary in Nicaragua prepaid the outstanding principal amount of approximately $143 million of the Credit and Guaranty Agreement with Bank of Nova Scotia, originally due in 2027.

On October 28, 2024, Millicom redeemed all of its 2026 USD 6.625% Senior Notes at PAR for a total nominal amount of approximately $148 million.

New bank loan in Paraguay

On October 15, 2024, as part of the USD debt restructuring plan (see note 11), a Millicom subsidiary in Paraguay entered into a new loan of PYG 310,000 million (approximately $40 million) with Banco Itaú. This loan bears fixed interest and will mature in 2029.

Sale of Lati International S.A and other assets to SBA

On October 28, we agreed to sell Lati International, S.A. and other assets encompassing a portfolio of more than 7,000 towers in Central America to SBA Communications Corp. Closing is subject to regulatory approvals and other closing conditions and is expected to occur in mid-2025. We have also entered into other agreements including a 15-year leaseback for the sites, and a new build-to-suit agreement under which SBA will build up to 2,500 additional sites for Millicom in the same markets.

Dividends from Joint Venture (Honduras)

On October 22, 2024, Telefónica Celular, S.A. de C.V. (CELTEL) declared dividends related to the 2023 results for approximately $72 million; out of which $48 million relate to previous advances to the Millicom Group.

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Appendix

On August 28, 2023, Millicom designated Tigo-UNE, Colombia Móvil S.A. E.S.P., Edatel S.A. E.S.P., Orbitel Servicios Internacionales S.A.S., Cinco Telecom Corp., Inversiones Telco S.A.S. and Emtelco S.A.S. (collectively, the “Colombia Unrestricted Subsidiaries”), which are the entities constituting its Colombian operations as “Unrestricted Subsidiaries” under the 4.500% Notes, the 6.625% Notes, the 5.125% Notes, the 6.250% Notes, the SEK Bond, COP Bond and several of its financing agreements.

The following supplemental consolidating financial information presents selected statement of income and statement of financial position information of Millicom and its Restricted Subsidiaries (as defined under its outstanding credit instruments) separately from such information for Millicom’s Unrestricted Subsidiaries.

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Appendix (Continued)

Unaudited Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2024

Appendix (Continued)

Item 2

Earnings Release Q3 2024

Luxembourg, November 7, 2024

Millicom (Tigo) Q3 2024 Earnings Release

Highlights*

*See page 10 for a description of non-IFRS measures and for reconciliations to the nearest equivalent IFRS measures.

Millicom Chief Executive Officer Marcelo Benitez commented:

"Millicom's transformation gained momentum in Q3, with solid equity free cash flow sustained alongside significant customer net additions driven by new commercial initiatives launched in H1. The increase in customer growth during Q3 underscores the resilience of our cash flow generation, enabled by our efficiency programs. As we finalize our 2025 budget, a core focus will be on continued EFCF growth, accelerating service revenue, and advancing strategic milestones—including the completion of our announced initiatives in Costa Rica and Colombia, as well as the tower disposal in Central America.”

2024 Financial Targets

In light of stronger than expected EFCF generation in the first nine months of the year, Millicom now targets EFCF of around $650 million for 2024. This is an increase from the prior target of more than $600 million. The target excludes net proceeds of approximately $41 million from the previously-announced tower sale in Colombia and taxes related to the planned disposal of Lati International S.A. Millicom continues to target leverage to near 2.5x at year-end 2024.

Subsequent Events

On October 16, we prepaid approximately $143 million of a Nicaragua Credit facility originally due in 2027.

On October 18, we announced the redemption of our 2026 Senior Notes. The $147.8 million of outstanding Notes were redeemed in full on October 28.

On October 28, we agreed to sell Lati International, S.A. and other assets encompassing a portfolio of more than 7,000 towers in Central America to SBA Communications Corp. Closing is subject to regulatory approvals and other closing conditions and is expected to occur in mid-2025. We have also entered into other agreements including a 15-year leaseback for the sites, and a new build-to-suit agreement under which SBA will build up to 2,500 additional sites for Millicom in the same markets.

Earnings Release Q3 2024

Group Quarterly Financial Review - Q3 2024

In Q3 2024, revenue rose by 0.5% year-over-year, driven by a 1.8% increase in service revenue and a 16.3% drop in equipment revenue. This decline in equipment revenue was primarily due to the ramp-up of large B2B projects in Panama, which generated higher-than-usual equipment sales in Q3 2023. Adjusting for foreign exchange rate fluctuations, service revenue increased 2.4% organically, up slightly from growth of 2.1% in Q2 2024.

Equipment, programming and other direct costs declined 6.1%, due to lower programming costs, having streamlined our linear channel offerings and renegotiated contracts. Operating expenses declined $23 million, or 4.4% year-on-year, due to savings from our efficiency program. Included in operating expenses were $73 million of one-offs mostly related to restructuring and to the Atlas tender offer.

Depreciation declined 9.4% year-on-year to $222 million due to a longer assumed useful life for tower and fiber assets. Amortization declined 15.3% to $78 million, as we stopped amortizing assets held for sale related to the mobile network sharing agreement in Colombia.

Share of profit in our Honduras joint venture increased 36.7% to $14 million, due to improved profitability. As a result of these and other factors, operating profit increased 43.1%, year-on-year to $300 million.

Net financial expenses declined by $9 million year-on-year to $166 million, due to lower indebtedness as a result of debt repurchases. Net financial expenses in Q3 2024 included $4 million in commissions on the purchase of U.S. dollars in Bolivia, which compares to $2 million in Q3 2023.

Earnings Release Q3 2024

Other non-operating expenses of $10 million related to foreign exchange losses, mostly in Paraguay where the currency depreciated 3.3% during the quarter.

Net tax expense of $66 million in Q3 2024 increased 7.8% compared to $61 million in Q3 2023 due to increased profitability. Non-controlling interests share of profits was $6 million in Q3 2024, and this compares to a $20 million share of losses in Q3 2023, reflecting improved profitability in our Colombian operation.

As a result of the above items, net profit attributable to owners of the company was $51 million ($0.30 per share), compared to $0 million ($0.00 per share) in Q3 2023. The weighted average number of shares outstanding during the quarter was 171.34 million. As of September 30, 2024, there were 172.10 million shares issued and outstanding, including 0.60 million held as treasury shares.

Cash Flow

* See page 10 for a description of non-IFRS measures.

Equity Free Cash Flow (EFCF) in Q3 2024 was $271 million, compared to $100 million Q3 2023. The $171 million improvement in EFCF over the past year is explained primarily by the following items:

Positives:

Detractors:

EFCF in the first nine months of 2024 was $540 million, including approximately $49 million of net proceeds from the sale of towers in Colombia, and approximately $8 million in taxes related to the carve-out of Lati International S.A.

Earnings Release Q3 2024

Debt

* Net Debt, EBITDAaL and Leverage are non-IFRS measures. See page 10 for a description of non-IFRS measures and for reconciliations to the nearest equivalent IFRS measures.

During Q3 2024, gross debt declined $219 million to $6,172 million as of September 30, 2024, compared to $6,391 million as of June 30, 2024, as we repurchased approximately $35 million aggregate principal value of bonds¹, we partially redeemed $150 million of our Telecel 2027, and we repaid local market debt in some countries, consistent with our deleveraging goals.

As of September 30, 2024, 40% of gross debt was in local currency², while 82% of our debt was at fixed rates³ with an average maturity of 4.8 years. Approximately 58% of gross debt was held at our operating entities, while the remaining 42% was at the corporate level. The average interest rate on our debt was 6.4%. On our dollar-denominated debt⁴, the average interest rate was 5.7% with an average maturity of 5.1 years.

Cash was $803 million as of September 30, 2024, up $11 million compared to $792 million as of June 30, 2024, and 82% was held in U.S. dollars. As a result, our net debt was $5,405 million as of September 30, 2024, a reduction of $245 million during the quarter, reflecting the EFCF generation. Leverage (net debt to EBITDAaL) was 2.59x as of September 30, 2024, down from 2.77x as of June 30, 2024, due to the significant increase in EBITDAaL over the last 12 months, as well as the reduced net debt.

In the first nine months of 2024, net debt has declined $551 million, as equity free cash flow of $540 million was used to repurchase or repay debt, consistent with our stated corporate finance priorities and objectives.

¹ Including MICSA and Telecel bonds

² Or swapped for local currency

³ Or swapped for fixed rates

⁴ Including SEK denominated bonds that have been swapped into US dollars.

Earnings Release Q3 2024

Operating performance

The information contained herein can also be accessed electronically in the Financial & Operating Data Excel file published at www.millicom.com/investors alongside this earnings release.

Business units

We discuss our performance under two principal business units:

1. Mobile, including mobile data, mobile voice, and mobile financial services (MFS) to consumer, business and government customers;

2. Fixed services, including broadband, Pay TV, content, and fixed voice services for residential (Home) customers, as well as voice, data and value-added services and solutions to business and government customers.

On occasion, we also discuss our performance by customer type, with B2B referring to our business and government customers, while B2C includes residential and personal consumer groups.

Market environment

The macroeconomic environment remained stable during Q3, although the Colombian peso and Paraguayan guarani average foreign exchange rates depreciated 5% and 2%, respectively, during the quarter. In Bolivia, commissions on purchases of U.S. dollars at the official rate continued to increase, reaching as much as 65% during Q3, reflecting the acute shortage of U.S. dollars available at the official rate. Foreign exchange rates and movements are presented on page 14.

Key Performance Indicators

* KPIs exclude our joint venture in Honduras, which is not consolidated in the Group figures.

Our mobile customer base increased by 470,000 during Q3, marking our strongest third quarter net additions since 2021. We ended the quarter with 41.1 million mobile customers, up 0.8% year-on-year. Postpaid performed exceptionally well, with net additions of 299,000. Mobile ARPU increased 3.5% year-on-year (3.9% organically), with a majority of countries experiencing positive ARPU growth in local currency terms.

At the end of Q3 2024, our fixed networks passed 13.5 million homes, an increase of 44,000 during the quarter. HFC and FTTH customer relationships increased 68,000 in Q3, marking our strongest quarter since the pandemic and reflecting the effect of network investment and commercial initiatives implemented in H1 2024 that have improved customer experience and reduced churn.

Earnings Release Q3 2024

Financial indicators

In Q3 2024, revenue increased 0.5% year-on-year to $1,431 million, while service revenue increased 1.8% to $1,344 million. Excluding currency movements, organic service revenue growth was up 2.4% year-on-year, with Mobile up 4.2%, fueled by ARPU growth, while Fixed and other services declined 1.5%. The performance in Fixed reflects a single-digit decline in Home, partially offset by single-digit growth in B2B during the quarter.

EBITDA was $585 million, up 9.8% year-on-year. Excluding the impact of foreign exchange, EBITDA increased 10.2% organically year-on-year. Included in EBITDA were $73 million of restructuring and other one-off charges, which compares to $33 million of one-off charges in Q3 2023.

Capex was $166 million in the quarter, down 7.4% year-on-year, reflecting both efficiencies and the optimization of capital investment in all our operations.

Operating Cash Flow (OCF) increased 18.6% year-on-year to $419 million in Q3 2024 from $353 million in Q3 2023.

* Service revenue, EBITDA, EBITDA margin, Capex, OCF and organic growth are non-IFRS measures. See page 10 for a description of non-IFRS measures and for reconciliations to the nearest equivalent IFRS measures.

Country performance

Commentary in this section refers to performance measured in local currency terms, unless specified otherwise.

⁵ Comprised of El Salvador, Nicaragua and Costa Rica