20-F 1 a2135125z20-f.htm FORM 20-F
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission File Number: 000-22828

MILLICOM INTERNATIONAL CELLULAR S.A.

(Exact name of Registrant as specified in its charter)

GRAND-DUCHY OF LUXEMBOURG
(Jurisdiction of incorporation or organization)

75 Route de Longwy, L-8080 Bertrange, Grand-Duchy of Luxembourg
(Address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $1.50 each, as of December 31, 2003
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

        Indicate the number of shares outstanding of each of the Issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Common Shares with a par value of $1.50 each: 66,319,940 as of December 31, 2003

        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 ý    No o

        Indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17 o    Item 18 ý


TABLE OF CONTENTS

 
  
    
   Page
FORWARD-LOOKING STATEMENTS   1

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
 
1

PART I
 
3
  ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS   3
  ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE   3
  ITEM 3.   KEY INFORMATION   3
  ITEM 4.   INFORMATION ON THE COMPANY   16
  ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS   53
  ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES   83
  ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   87
  ITEM 8.   FINANCIAL INFORMATION   90
  ITEM 9.   THE OFFER AND LISTING   91
  ITEM 10.   ADDITIONAL INFORMATION   93
  ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK   101
  ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   104

PART II
 
105
  ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES   105
  ITEM 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   105
  ITEM 15.   CONTROLS AND PROCEDURES   105
  ITEM 16A.   AUDIT COMMITTEE FINANCIAL EXPERT   105
  ITEM 16B.   CODE OF ETHICS   105
  ITEM 16C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES   105
  ITEM 16D.   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES   106
  ITEM 16E.   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES   106

PART III
 
107
  ITEM 17.   FINANCIAL STATEMENTS   107
  ITEM 18.   FINANCIAL STATEMENTS   107
  ITEM 19.   EXHIBITS   107

SIGNATURES
 
i


FORWARD-LOOKING STATEMENTS

        Certain of the statements made in this document may be considered to be "forward-looking statements" as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, such as statements that include the words "expect", "estimate", "believe", "project", "anticipate", "should", "intend", "probability", "risk", "may", "target", "goal", "objective" and similar expressions or variations on such expressions. These statements appear in a number of places throughout the document including, but not exclusively, "Information on the Company", and "Operating and Financial Review and Prospects". These statements concern, among other things, trends affecting the Company's financial condition or results of operations, capital expenditure plans, the potential for growth and competition in areas of the Company's business and the supervision and regulation of the telecommunications' markets. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties; actual results may differ materially as a result of various factors.

        These factors include, but are not limited to:

    •
    general economic conditions, government and regulatory policies and business conditions in the markets served by the Company and its affiliates;

    •
    telecommunications usage levels, including traffic and customer growth;

    •
    competitive forces, including pricing pressures, technological developments and the ability of the Company to retain market share in the face of competition from existing and new market entrants;

    •
    regulatory developments and changes, including with respect to the level of tariffs, the terms of interconnection, customer access and international settlement arrangements, and the outcome of litigation related to regulation;

    •
    the success of business, operating and financing initiatives, the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new markets, costs of handsets and other equipment, the successful deployment of new systems and applications to support new initiatives, and local conditions; and

    •
    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, and the success of the Company's investments, ventures and alliances.

        Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Millicom International Cellular S.A. undertakes no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in Millicom International Cellular S.A.'s business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.


PRESENTATION OF FINANCIAL AND OTHER INFORMATION

        Unless the context otherwise requires, the term "MIC" refers only to Millicom International Cellular S.A., a stock corporation organized under the laws of the Grand-Duchy of Luxembourg, and the terms "Millicom", the "Company", "we", "us" or "our" refers to MIC and its subsidiaries, joint ventures and affiliates. The term "MIC Cellular" refers to the operations of the Company, excluding those of Tele2 AB (formerly named NetCom AB). Unless the context otherwise requires, when used herein with respect to a licensed area, "persons", "population" and "pops" are interchangeable and refer to the aggregate number of persons located in such licensed area and "equity pops" refers to the number of such persons in a licensed area multiplied by the Company's ownership interest in the

1


licenses for such licensed area. The term "Proportional Subscribers" refers to the Company's share of the total subscribers in an operation. Persons, population and pops data for 2003 and 2002 have been extracted from the "CIA—The World Factbook" for 2003 for countries where the license area covers the entire country and have been estimated by management for countries where the license area is less than the entire country. In addition, information on the countries in which MIC operates has been extracted from the "CIA—The World Factbook" for 2003 with updates, where appropriate, from the U.S. Department of State's website. Market share data and penetration rates have been obtained from EMC, a cellular market research firm. EMC is aware of, and has consented to being named in this report, which may be incorporated by reference into registration statements we file with the SEC. Unless otherwise indicated, subscriber figures represent the total number of cellular subscribers of operations in which we have an ownership interest.

        Unless otherwise indicated, all financial data and discussions thereon in this annual report are based upon financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") and subscriber figures represent the total number of cellular subscribers of systems in which the Company has an ownership interest. In this report, references to "dollars" or "$" are to U.S. dollars, references to "SEK" are to Swedish kroner and references to "Euro" or "€" are to the Euro.

        As a foreign private issuer, the Company is exempt from the proxy rules of Section 14 under the Securities Act of 1934, as amended (the "Exchange Act"), and the reporting requirements of Section 16 under the Exchange Act.

2



PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

        Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

        Not applicable.

ITEM 3.    KEY INFORMATION

Selected Financial Information

        The Company reports under International Financial Reporting Standards ("IFRS"). The following tables present comparative information under IFRS and U.S. generally accepted accounting principles ("U.S. GAAP"). For a reconciliation of our IFRS profit (loss) and balance sheet to U.S. GAAP and a discussion of the principal differences between the accounting policies applied by us under IFRS and U.S. GAAP, please see Note 31 of the "Notes to the Consolidated Financial Statements".

        The following table sets forth summary financial data of the Company as of and for the years ended December 31, 2003, 2002, 2001, 2000 and 1999. The data are based upon the Company's audited consolidated balance sheets as of December 31, 2003, 2002, 2001, 2000 and 1999 and audited consolidated statements of profit and loss for the years then ended. The following information is qualified in its entirety by, and should be read in conjunction with, such statements.

        Unless otherwise indicated all financial data and discussions therein in this document are based upon financial statements prepared in accordance with IFRS.


SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

 
   Year Ended December 31,
  
 
   2003
   2002
   2001
   2000
   1999
  
 
   (in thousands of U.S. dollars, except per share data)

  
Amounts in accordance with IFRS                                
Profit and Loss Statement Data:                                
  Revenues     647,104     605,186     644,570     570,840     552,401  
  Operating profit/(loss)     162,515     122,313     92,786     (53,378 )   (8,610 )
  Gain (loss) from investment securities     246,760     (299,963 )   (15,931 )   665,262     144,296  
  Profit/(loss) for the period from continuing operations(1)     178,823     (507,162 )   (138,020 )   408,468     (32,857 )
  Profit/(loss) for the period     178,823     (385,143 )   (138,053 )   355,388     (42,303 )
  Basic (loss) earnings from continuing operations per common share   $ 2.74   $ (7.77 ) $ (2.12 ) $ 6.28   $ (0.51 )
  Basic (loss) earnings per common share   $ 2.74   $ (5.90 ) $ (2.12 ) $ 5.46   $ (0.65 )
  Weighted average number of shares in basic computation (in thousands)(2)     65,312     65,272     65,256     65,093     64,860  
  Diluted (loss) earnings from continuing operations per common share   $ 2.26   $ (7.77 ) $ (2.12 ) $ 6.19   $ (0.51 )
  Diluted (loss) earnings per common share   $ 2.26   $ (5.90 ) $ (2.12 ) $ 5.38   $ (0.65 )
  Weighted average number of shares in diluted computation (in thousands)(2)     80,500     65,272     65,256     66,001     64,860  
  Dividends per share     —     —     —     —     —  

3


 
 
As of December 31,
 
   2003
   2002
   2001
   2000
   1999
 
   (in thousands of U.S. dollars)
Amounts in accordance with IFRS                    
Balance Sheet Data:                    
  Property, plant and equipment, net   487,746   458,933   512,236   577,501   499,579
  Licenses, net   30,889   84,471   164,541   201,124   173,681
  Investment in securities   519,728   321,926   676,829   816,211   407,978
  Investments in associated companies(3)   1,340   1,013   52,858   —   139,963
  Cash, cash equivalents and time deposits   181,709   86,651   77,720   125,868   81,116
  Total assets   1,522,949   1,203,119   1,870,930   2,112,228   1,639,461
  Current liabilities   403,413   375,862   469,191   651,034   357,045
  Non-current liabilities   1,178,145   1,098,783   1,322,583   1,112,331   983,292
  Minority interest   26,571   23,733   10,262   7,672   4,295
  Shareholders' equity/(deficit)   (85,180 ) (295,259 ) 68,894   341,191   294,829

 
 
As of and for Year Ended December 31,
 
   2003
   2002
   2001
   2000
Operating Data (unaudited)(4):                
Total Subscribers (in thousands):                
  Prepaid   4,956,257   3,448,269   2,525,279   1,863,243
  Postpaid   734,285   554,642   604,327   709,439
Monthly churn (%)(5):                
  Prepaid   4.7   4.2   4.0   5.4
  Postpaid   2.1   3.2   4.1   3.1

 
 
Year Ended December 31,
 
 
   2003(7)
   2002(7)
   2001(7)
   2000
   1999
  
 
   restated

   restated

   restated

    
    
  
 
   (in thousands of U.S. dollars, except per share data)

  
Amounts in accordance with U.S. GAAP(6):                                
Profit and Loss Statement Data:                                
  Revenues     425,241     331,007     344,102     297,702     238,792  
  Cost of sales     (176,605 )   (137,772 )   (141,610 )   (207,755 )   (112,771 )
  Operating expenses     (147,232 )   (167,534 )   (157,851 )   (176,183 )   (125,505 )
  Operating profit (loss)     101,404     20,337     79,688     (88,991 )   137,103  
  Gain (loss) from investment in securities     5,597     (299,963 )   (15,931 )   706,837     144,296  
  Profit (loss) for the period from continuing operations (before cumulative effect of change in accounting principle)(1)     (47,910 )   (327,959 )   (121,574 )   420,817     (15,697 )
  Profit (loss) for the period     (54,960 )   (320,933 )   (172,176 )   370,573     (27,549 )
  Basic (loss) earnings per common share   $ (0.84 ) $ (4.92 ) $ (2.64 ) $ 5.69   $ (0.42 )
  Weighted average number of shares in basic computation (in thousands)(2)     65,312     65,272     65,256     65,093     64,860  
  Diluted (loss) earnings per common share   $ (0.84 ) $ (4.92 ) $ (2.64 ) $ 5.61   $ (0.42 )
  Weighted average number of shares in diluted computation (in thousands)(2)     65,312     65,272     65,256     66,001     64,860  

4


 
 
As of December 31,
 
   2003(7)
   2002(7)
   2001(7)
   2000
   1999
 
   restated

   restated

   restated

    
    
 
   (in thousands of U.S. dollars)
Amounts in accordance with U.S. GAAP(6):                    
Balance Sheet Data:                    
  Property, plant and equipment, net   358,324   286,372   376,676   399,585   293,960
  Licenses, net   14,435   20,407   137,910   183,221   92,261
  Investment in securities   519,704   269,047   623,007   816,456   408,213
  Investments in associates   96,727   175,007   187,114   77,130   136,483
  Total assets   1,460,925   1,133,721   1,727,079   1,902,814   1,314,816
  Current liabilities   339,250   270,910   339,311   485,706   193,681
  Non-current liabilities   1,160,601   1,033,743   1,302,088   1,137,637   905,444
  Minority interest   26,571   23,733   10,262   7,672   4,295
  Shareholders' equity/(deficit)   (66,006 ) (286,575 ) 72,778   271,799   211,396
(1)
Under IFRS, MIC Systems and FORA Telecom BV have been reported as discontinuing operations in our consolidated financial statements. Under U.S. GAAP, MIC Systems, Liberty Broadband Limited (formerly Tele2 (UK)), Celcaribe S.A. and Millicom Peru S.A. have been reported as discontinuing operations. A more complete description of discontinued operations is contained in Notes 20, 22 and 31 of the "Notes to the Consolidated Financial Statements".

(2)
The average number of shares disclosed above has been adjusted for each year presented to reflect the reverse share split in February 2003, whereby three existing shares with a par value of $2 each were exchanged into one new share with a par value of $6 each; and the share split in February 2004, whereby one existing share with a par value of $6 each was exchanged into four new shares with a par value of $1.5. The average number of shares, which is calculated on a weighted average basis, does not include shares held by us that have no voting, dividend or other rights while held by their current holders (654,852 shares at December 31, 2003).

(3)
Investments in associated companies under IFRS were as follows. As at December 31, 2003 and 2002, Navega S.A. As at December 31, 2001, MIC's operation in El Salvador. As at December 31, 1999, Société Européenne de Communication S.A. See "Operating and Financial Review and Prospects—Results of Operations".

(4)
Operating data excludes divested operations.

(5)
We calculate churn rates by dividing the number of subscribers whose service is disconnected during a period, whether voluntarily or involuntarily (such as when a subscriber fails to pay his or her bill), by the average number of subscribers during the period. We believe that we apply conservative policies in calculating customer totals and the related churn rates. These policies may result in higher churn rates and lower market share figures than if we had used criteria employed by some other operators in calculating customer churn.

(6)
As described in Note 31 of the "Notes to the Consolidated Financial Statements", under U.S. GAAP, we should consolidate our investment in Great Universal, Inc. and Modern Holdings Incorporated. The U.S. GAAP Selected Financial Data for each of the years presented in the table above do not include the effect of the consolidation. However, the effects of the consolidation on our significant income statement line items for each of the years ended December 31, 2003, 2002, 2001 and our total assets and shareholders' equity as of December 31, 2003 and 2002 are disclosed in Note 31 of the "Notes to the Consolidated Financial Statements".

(7)
As described in Note 31 of the "Notes to the Consolidated Financial Statements", under U.S. GAAP, we have restated our 2002 and 2001 amounts to reflect our investment in Telemovil, our El Salvadorian operation, under the equity method. Previously, Telemovil had been presented under the cost method in these periods. Also, as described in Note 31, we have restated our previously reported U.S. GAAP net income and shareholders' equity as of and for the year ended December 31, 2003.

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RISK FACTORS

Risks Relating to our Business

General Risks

        This report contains "forward looking" statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward looking statements. Factors that might cause such differences include those discussed below and elsewhere in this report. See "Forward Looking Statements".

        We have a history of losses and may incur losses in the future, and we may be unable to achieve profitability.

        We experienced losses in the year ended December 31, 2003 and in each of the years from 1998 to 2002. The figures hereafter exclude gains (losses) and valuation movement on investment in securities, fair value result on financial instruments and gain realized on debt exchange. For the year ended December 31, 2003, we made a net loss of $80,107,000. For the year ended December 31, 2002, we made net losses of $77,322,000. For the year ended December 31, 2001, we made net losses of $112,208,000. For the year ended December 31, 2000, we made net losses of $309,874,000. For the year ended December 31, 1999, we made net losses of $186,599,000. See "Operating and Financial Review and Prospects."

        We are not assured of achieving or maintaining profitability in the future, nor are we sure that we will always have sufficient resources to make payments on our indebtedness. Future performance will depend, in particular, on our ability to generate demand and revenue for our services, to maintain existing subscribers and customers and to attract new subscribers and customers. Costs in connection with the acquisition and renewal of licenses and the costs incurred in order to commence and develop operations of cellular and related telecommunications systems will also affect revenues and profitability.

        Our substantial debt could have an adverse effect on our financial health and prevent us from fulfilling our obligations under such debt.

        We have a substantial amount of debt and significant debt service obligations. As of December 31, 2003, the consolidated debt and other financing of Millicom $1,276,865,000 (including the embedded derivative on the 5% Mandatory Exchangeable Notes for an amount of $103,457,000). Of this amount, $1,018,051,000 represented MIC and Millicom Telecommunications S.A. indebtedness and $258,814,000 represented our consolidated share of the indebtedness of our subsidiaries and joint ventures. Corporate guarantees, cash deposits and standby letters of credit (issued at our request and guaranteed by us) secured $90,951,000 of the indebtedness of our ventures at December 31, 2003. Of our indebtedness, $327,635,000 relates to Millicom Telecommunications S.A.'s 5% Mandatory Exchangeable Notes, which are mandatorily exchangeable into Tele2 AB B shares and $103,457,000 to the embedded derivative on the 5% Mandatory Exchangeable Notes and in respect of which no repayment in cash of principal is required. See "Operating and Financial Review and Prospects—Description of Certain Indebtedness Millicom Telecommunications S.A.'s 5% Mandatory Exchangeable Notes".

        In 2002, we experienced liquidity concerns resulting from our substantial indebtedness. Although we have implemented a restructuring program that has improved our liquidity by reducing our overall indebtedness and debt service obligations, there can be no assurance that we will not incur additional indebtedness that could result in liquidity concerns or other negative consequences in the future.

        Our level of indebtedness could have important negative consequences for us. For example, it could:

    •
    require us to dedicate a large portion of our cash flow from operations to fund payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

6

    •
    increase our vulnerability to adverse general economic or industry conditions;

    •
    limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

    •
    limit our ability to raise additional debt or equity capital in the future or increase the cost of such funding;

    •
    restrict us from making strategic acquisitions or exploiting business opportunities;

    •
    make it more difficult for us to satisfy our obligations with respect to the notes and our other debt; and

    •
    place us at a competitive disadvantage compared to our competitors that have less debt.

        Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate cash required to service our debt.

        Our ability to meet our debt service obligations or to refinance our debt depends on our future operating and financial performance and ability to generate cash. This will be affected by our ability to implement successfully our business strategy, as well as general economic, financial, competitive, regulatory, technical and other factors beyond our control. If we cannot generate sufficient cash to meet our debt service obligations or fund our other business needs, we may, among other things, need to refinance all or a portion of our debt, obtain additional financing, delay capital expenditures or sell assets. We cannot assure you that we will be able to generate sufficient cash through any of the foregoing. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially favorable terms or at all, we may not be able to satisfy our obligations with respect to our debt. If this were to occur, holders of the relevant debt would be able to declare the full amount of such debt due and payable. Our assets may not be sufficient to pay such amounts.

        Restrictions imposed by the indentures governing our outstanding debt contain various covenants that limit our ability to take certain actions.

        The indentures governing certain of our outstanding debt contain various covenants that limit our flexibility in operating our business. For example, these agreements restrict the ability of MIC and certain of its subsidiaries to, among other things:

    •
    borrow money;

    •
    pay dividends or make other distributions;

    •
    create certain liens;

    •
    make certain asset dispositions;

    •
    make certain loans or investments;

    •
    issue or sell share capital of our subsidiaries;

    •
    issue certain guarantees;

    •
    enter into transactions with affiliates; and

    •
    merge, consolidate, or sell, lease or transfer all or substantially all of our assets.

        We cannot assure you that the operating and financial restrictions and covenants in these agreements will not adversely affect our ability to finance our future operations or capital needs, engage in other business activities that may be in our interest or react to adverse market developments.

        The agreement pursuant to which we conduct our operations in Vietnam, which is our largest contributor to revenue, expires in 2005, unless extended. We do not exercise management control over Mobifone.

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        In 1994, Comvik International Vietnam AB ("CIV"), in which we currently have an 80% interest, Industriförvaltnings AB Kinnevik ("Kinnevik"), our largest shareholder and Vietnam Mobile Services Co. ("VMS"), a Vietnamese government owned company, entered into a Business Cooperation Contract ("BCC") to operate a nationwide cellular GSM system in Vietnam known as Mobifone. The BCC provides for, among other things, 50/50 revenue sharing between CIV and VMS. Our operation in Vietnam, which derives all of its revenue from the BCC, is our largest contributor to revenue. The BCC has a 10-year term from July 1, 1995. Upon its expiration on June 30, 2005, legal title to all equipment of the Vietnam operation contributed by ourselves will be transferred to VMS at a price of $1. Although we are currently in negotiations to extend the life of the BCC, we cannot assure you that the BCC will be extended on equivalent or satisfactory terms, or at all. If the BCC is not extended on equivalent or satisfactory terms, or at all, our results of operations and financial condition would be adversely affected. If the revenue sharing agreement is not extended or CIV is unable to maintain its operations in Vietnam through another agreement, its telecommunications services would cease on June 30, 2005. In such event, CIV would no longer generate any revenues from cellular operations in Vietnam. CIV's revenues for the year ended December 31, 2003 were $129,936,000 (20% of Millicom's total revenues) and operating profit was $51,292,000 (32% of Millicom's total operating profit). At present, all equipment recorded in CIV's financial statements will be fully amortized by July 1, 2005, at which date legal title to all equipment will be transferred to VMS at a price of $1.

        In addition, under the terms of the BCC, MIC does not exercise management control over Mobifone. Certain management decisions, such as the decision to make certain capital expenditures and other business policy decisions, are made by an advisory committee comprised of eight members (four of which are appointed by CIV and four of which are appointed by VMS). Although the advisory committee has in the past made decisions based on our recommendations, we cannot assure you that the advisory committee will make decisions based on our recommendations in the future or that it will act in a manner consistent with our interests. In addition, CIV and VMS must agree in writing to amend the BCC, sell all or substantially all of the business assets or terminate any business license. If a dispute occurs between us and VMS and we are unable to resolve it satisfactory, our results of operations and financial condition would be adversely affected.

        Our ability to receive funds from, and to exercise management control over our ventures is often dependent upon the consent of other participants who are not under our control. Disagreements or unfavorable terms in the agreements governing our joint ventures could adversely affect our operations.

        We currently participate in 16 cellular ventures in 15 countries. Our participation in each venture differs from market to market, and we do not have a controlling interest in some operations. Sometimes, our ability to withdraw funds, including dividends, from our participation in, and to exercise management control over, ventures and investments therein depends on receiving the consent of the other participants. While the precise terms of the arrangements vary, our operations may be affected if disagreements develop with venture partners, as have occurred in the past. For example, in 2001, a dispute arose with local shareholders in our operation in El Salvador which resulted in our management determining that we could no longer exercise significant influence in the operation and thus that it was not appropriate to consolidate the operation during the period of the dispute. Although this dispute was resolved in September 2003 and El Salvador is now consolidated with our operations, there can be no assurance that other disagreements will not occur in the future that could adversely affect our operations. See "Notes to the Consolidated Financial Statements—Summary of Consolidation and Accounting Policies".

        We rely upon dividends and other payments from our ventures to generate the funds necessary to meet our obligations, including our obligations under the notes. The ventures are legally distinct from us and have no obligation to pay amounts due with respect to our obligations, or to make funds available for such payments. Our ventures do not guarantee our obligations. The ability of our ventures to make such payments to us will be subject to, among other things, the availability of funds, the

8


agreement of the venture partner(s), the terms of each venture's indebtedness and applicable local laws. The majority of our operations have entered into financing facilities, some of which are guaranteed by us, many of which restrict and some of which prohibit the payment of dividends by those ventures to us. Claims of creditors of our ventures, including trade creditors, will generally have priority over our claims and the holders of our indebtedness. At December 31, 2003, the consolidated debt and other financing of our ventures was $371,578,000 (including trade creditors).

        Certain insiders own significant amounts of our shares, giving them a substantial amount of management control.

        Kinnevik and Invik & Co AB, together with our management, the Stenbeck estate, a former chairman who died in August 2002, and both the 1980 and 1985 Stenbeck Trusts, beneficially own 46% of the outstanding shares of our common stock as of December 31, 2003. The Stenbeck estate is currently in probate in both Luxembourg and Sweden. Currently, four members of our seven person Board of Directors are independent. Kinnevik and its affiliates, having a significant ownership in Millicom, can exercise control over our management and affairs, including:

    •
    the composition of our Board of Directors and through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;

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    the determination and allocation of business opportunities that may be suitable for us;

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    any determinations with respect to mergers, acquisitions or other business combinations;

    •
    our acquisition or disposition of assets;

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    our financing; and

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    the incurrence of debt, pledge of our assets and the use of proceeds from any debt financing.

        We cannot assure you that we will agree with the decisions of Kinnevik and the other insiders or that their decisions will be consistent with your interests.

        A substantial number of our directors and executive officers hold positions with Kinnevik or Tele2 AB, which may present conflicts that are resolved in a manner unfavorable to us.

        Four MIC board members hold or held executive positions with Kinnevik, our largest shareholder. Cristina Stenbeck, a member of our Board of Directors, is also Vice Chairman of the Board of Directors of Kinnevik and Invik & Co. In addition, a number of our directors and executive officers hold executive positions with or are directors of Tele2 AB, a pan-European telecommunications company offering fixed and mobile telephony, as well as data network and Internet services. Tele2 AB is controlled by Kinnevik and certain of its affiliates. These positions could create, or appear to create, potential conflicts of interest when these directors and executive officers are faced with decisions that could have different implications for us, Kinnevik or Tele2 AB. These conflicts may ultimately be resolved in a manner that is unfavorable to us. Moreover, a portion of certain of our directors' and officers' time is spent on matters relating to Kinnevik and Tele2 AB, and not us. While it is the current expectation that we have the initial right to consider any telecommunications opportunity that arises in our markets, there is no contractual arrangement to this effect among us and Kinnevik or Tele2 AB and there can be no assurance that we would in fact receive such right of first refusal over any such business opportunity.

    Due to our insufficient equity, there is a risk we may be dissolved.

        Under Luxembourg company law, all companies must have losses less than half their subscribed share capital. If this is not the case, the shareholders must vote as to whether or not to dissolve the company. As of December 31, 2002, we had losses equal to more than half our subscribed share capital. At the annual general meeting held on May 27, 2003, the shareholders elected to continue operations for the coming 12 months. As of December 31, 2003 we had losses equal to more than half

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our subscribed share capital, and our losses may equal more than half our subscribed share capital in the foreseeable future. There can be no assurance that shareholders will vote to continue operations.

        Our Bolivian venture is in breach of certain financial covenants under its financing agreements. Although none of the lenders have sought to accelerate repayment, there can be no assurance that this will continue to be the case.

        In June 2001, Telefónica Celular de Bolivia SA ("Telecel") signed financing agreements in the amount of $25,000,000 with the International Finance Corporation ("IFC") and $10,000,000 from the Nederlandse Financierings Maatschappij Voor Ontwikkelingslanden, N.V. ("FMO"), also known as the Netherlands Development Finance Company. In addition, in November 2001, Telecel signed a financing agreement in the amount of approximately $10,000,000 with Bayerische Landesbank Girozentrale ("Bayerische"). All three of these financings are guaranteed by MIC. To date, Telecel has made all installment repayments due under these financing agreements and it expects to make the installment repayments due in 2004 totaling $9,826,000. In the past, MIC has lent money to help Telecel meet its obligations under these financings as they became due. As of December 31, 2003, $28,765,000 in aggregate was outstanding under its third party financing arrangements.

        Since April 1, 2002, Telecel has been in breach of certain financial covenants contained in each of the three facilities and the outstanding balances have been re-classified as short-term financing. Telecel has entered into a standstill agreement with the IFC, FMO and Bayerische pursuant to which each has agreed, absent a deterioration in the credit of Telecel or MIC, not to accelerate payment of the obligations under their respective financings until Telecel's 2003 audited financials become available, so long as MIC continues to assist Telecel in making scheduled repayments. There can be no assurance, however, that Telecel will be able to resolve this matter satisfactorily or that any of the lenders will not seek to accelerate repayment of the outstanding balances upon expiration of their respective standstill agreements. If Telecel's obligations under the financing agreements are accelerated, and if it is unable to meet its obligations, MIC would be obligated to satisfy those obligations pursuant to the guarantees.

        U.S. investors will be subject to special tax rules if we are considered to be a passive foreign investment company.

        Special U.S. tax rules apply to U.S. taxpayers who own stock in a "Passive Foreign Investment Company," or "PFIC", or in a "Foreign Personal Holding Company," or "FPHC". We cannot assure you that that we presently are not, or will not become, a PFIC. Our status under the PFIC rules for each year depends upon our income and assets from time to time during that year. Our substantial investment in associated companies' securities and other "passive assets" result in a risk that we are a PFIC or could become a PFIC in the future. If we were determined to be a PFIC, then shareholders who are U.S. persons under U.S. tax laws would be subject to special unfavorable tax rules.

    The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.

        We are incorporated under the laws of the Grand Duchy of Luxembourg. All of our directors and executive officers are residents of Luxembourg or other countries other than the United States. All or a substantial portion of our assets and those of our 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 upon us or to enforce in U.S. courts or outside the United States judgments obtained against such persons outside the United States. 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 the U.S. securities laws. We have been advised by our Luxembourg counsel, Linklaters Loesch, 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 federal or state court in the United States based on civil liability, whether or not predicated solely upon

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United States federal securities laws, would not be enforceable in Luxembourg. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in Luxembourg, the party may submit the final judgment that has been rendered in the United States to a Luxembourg court for the purpose of recognition by such court and enforcement in Luxembourg. A judgment by a federal or state court of the United States against us will be regarded by a Luxembourg court only as evidence of the outcome of the dispute to which such judgment relates, and a Luxembourg court may choose to rehear the dispute.

Risks Related to our Cellular Telephone Operations

    We face intense competition in the cellular telephone operator market.

        The cellular systems in which we have interests face competition from the landline telephone networks and other cellular telephone operators in the markets in which they operate.

        We expect that other cellular telephone operators will obtain licenses in some markets, including markets where we do not currently have a licensed cellular telephone competitor. Moreover, additional licenses may be awarded in markets where we already face competition from other communications technologies that are being or may be developed and/or perfected in the future. In some of our markets, there may be more cellular telephone operators than the market is likely to sustain. In addition, in some of our markets, our competitors may have more advanced technology than us, such as GSM, or greater coverage area than us, or both. The cellular telephone operators in each market compete for customers principally on the basis of services offered, quality of service, coverage area and price. Some of our competitors have substantially greater capital resources than we do. Price competition can be significant.

        In addition, new competitors, such as cable companies that are able to leverage their existing networks, may enter the telecommunications markets. The level of competition is influenced by the continuous and swift technological advances that characterize the industry, the regulatory developments that affect competition and alliances between market participants.

        There is also a risk that, as new competitors enter our prepaid markets and price competition intensifies, our prepaid customers may be more likely to move from one cellular telephone operator to another than our postpaid customers. This could result in our revenue declining, which could adversely affect our results of operations.

        Any failure by us to compete effectively or aggressive competitive behavior by our competitors in pricing their services or acquiring new customers would have a material adverse effect on our revenues and overall results of operations.

    The cellular telephone operations market is heavily regulated.

        The licensing, construction, ownership and operation of cellular telephone networks, and the grant, maintenance and renewal of cellular telephone licenses, as well as radio frequency allocations and interconnection arrangements, are regulated by national, state, regional or local governmental authorities in the markets that we service. In addition, such matters and certain other aspects of cellular telephone operations, including rates charged to customers and the resale of cellular telephone service, may be subject to public utility regulation in the relevant market. For example, in Vietnam, the regulator determines tariff charges to customers. Our ventures also typically require governmental permits, including permits for the construction and operation of cell sites. We do not believe that compliance with these permit requirements should have a material adverse effect on our company. However, we could become subject to claims or regulatory actions relating to any past or future noncompliance with permit requirements. A number of regulators have, or are expected to, reduce interconnection rates. Because we are often one of the larger suppliers of cellular telephone services in the countries we service, this could have the effect of reducing our revenue. Changes in the regulation

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of our activities, such as increased or decreased regulation affecting prices, the terms of interconnect arrangements with landline telephone networks or mobile operators or requirements for increased capital investments, could materially adversely affect us.

        We face substantial competition for obtaining, funding and renewing telephone licenses.

        We may pursue new license opportunities within existing financial guidelines and group-wide synergy potential. In each market we may face competition for licenses from major international telecommunications entities as well as from local competitors. While we have not typically paid significant amounts for cellular licenses, the competition for the granting or renewal of the licenses is increasingly intense. As such, we anticipate that we may have to pay substantial license fees in certain markets, as well as meet specified network build out requirements. We cannot assure you that we will be successful in obtaining or renewing any cellular telephone licenses, or if licenses are awarded that they can be obtained on terms acceptable to us. If we obtain further licenses or renew existing ones, we may need to seek future funding through additional borrowings or equity offerings, and we cannot assure you that such funding will be obtained on satisfactory terms or at all.

        Our markets are characterized by rapid technological change, which could render our products obsolete and cause us to make substantial expenditures to replace our products.

        Fixed network and other system equipment used in the cellular telephone industry has a limited life and must be replaced because of damage or as a result of ordinary wear and tear. In addition, as new technologies develop, such as, if our competitors were to introduce third generation systems, equipment may need to be replaced or upgraded or a cellular telephone network may need to be rebuilt in whole or in part, at substantial cost, to remain competitive. For example, we are currently building out networks based on the GSM standard in Paraguay, Guatemala, Honduras, El Salvador and Pakistan due to increased competition from other GSM providers in those markets as well as the anticipated benefits of migrating to the GSM standard, including lower repair and maintenance costs, greater availability of handsets and increased functionality. We cannot assure you that unforeseen technological developments will not render our services unpopular with customers or obsolete. In addition, to the extent our equipment or systems become obsolete, we may be required to recognize an impairment charge to such assets, which may have a material adverse effect on our results of operations.

        If we cannot successfully develop and manage our networks, we will be unable to expand our subscriber base and could lose market share and revenues.

        Our ability to increase our subscriber base depends upon the success of the expansion and management of our networks. The build-out of our networks is subject to risks and uncertainties which could delay the introduction of service in some areas and increase the cost of network construction. To the extent we fail to expand our network on a timely basis, we could experience difficulty in expanding our subscriber base. In addition, our ability to manage our ventures successfully is dependent upon our ability to implement sufficient operational resources and infrastructure. The failure or breakdown of key components of our infrastructure in the future, including our billing systems, could have a material negative effect on our profits and results of operations.

        Rapid growth and expansion may cause us difficulty in obtaining adequate managerial and operational resources and restrict our ability to expand successfully our operations.

        Our future operating results depend, in significant part, upon the continued contributions of a small number of our key senior management and technical personnel. Management of growth will require, among other things:

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    stringent control of network build-out and other costs;

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    continued development of financial and management controls and information technology systems;

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    •
    implementation of adequate internal controls;

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    hiring and training of new personnel; and

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    coordination among our logistical, technical, accounting and finance personnel.

        Our success will also depend, in part, on our ability to continue to attract, retain and motivate qualified personnel. Competition for personnel in our markets is intense due to the small number of qualified individuals. Our failure to manage successfully our growth and personnel needs could have a material negative effect on our business and results of operations.

        In some of our markets, our licenses and frequency allocations are subject to ongoing review, which may result in modification or early termination.

        The continued existence and terms of cellular telephone licenses and frequency allocations are subject to ongoing review and, in some cases, to modification or early termination. The BCC in Vietnam expires in 2005 and our licenses in Pakistan and Paraguay expire in 2005 and 2007, respectively, although the BCC and each license is subject to renewal. While we would not normally expect any of our cellular telephone companies to be required to cease operations at the end of the term of its business arrangement, license or permit, we cannot assure you that business arrangements or licenses will be renewed on equivalent or satisfactory economic terms, or at all. Upon termination, the license and the assets of the cellular telephone company associated with the system may revert to the government or local telecommunications agency, in some cases without any, or adequate, compensatory payment being made to us.

        Our operations are dependent upon interconnect agreements and transmission and leased lines.

        Our ventures are dependent upon access to networks not controlled by us, primarily networks controlled by current or former government owned public telecommunications operators or competing cellular telephone operators. Our financial results are affected by the cost of transmission and leased lines to effect interconnection. There can be no assurance that we will be able to maintain interconnect or leased line agreements on appropriate terms to maintain or grow our business. A number of regulators have, or are expected to, reduce interconnection rates. Because we are often one of the larger suppliers of telephone services in the countries we service, this could have the effect of reducing our revenue.

        The current concerns about the actual or perceived health risks relating to electromagnetic and radio frequency emissions, as well as the attendant publicity or possible resultant litigation, may have a negative effect on the market price of our shares, our financial position or the results of our operations.

        Media and other reports have suggested that electromagnetic and radio frequency emissions from mobile telephone handsets and base stations may cause health problems, including cancer. There is also some concern that these emissions may interfere with the operation of certain electronic equipment, including automobile braking and steering systems. The actual or perceived risks relating to mobile communications devices and base stations, or press reports about these risks, could adversely affect us, including by reducing our subscriber growth rate, subscriber base or average use per subscriber, and could have a negative impact on the market price of our shares. In addition, if a link between electromagnetic or radio frequency emissions and adverse health concerns is demonstrated, government authorities could increase regulation of mobile handsets and base stations as a result of these health concerns or cellular telephone operators, including us, could be held liable for costs or damages associated with these concerns. Any such regulation or litigation could also have a materially adverse effect on our financial position and results of operations.

    Country Risks

        We operate in some markets that are considered politically unstable, which could negatively affect our operations.

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        We currently have interests in cellular telephone licenses in 15 countries around the world and are subject to government regulation in each market. Most of the countries in which we operate are emerging economies and are, therefore, subject to greater risks than more developed countries. The governments of the 15 countries differ widely with respect to structure, constitution and stability, and some of these countries lack mature legal and regulatory systems. Some of the countries in which we operate have suffered political instability and civil unrest and there is the possibility that these problems may continue or arise in the future. As a result, we face the risk that our networks could be disrupted in particular countries, which could adversely affect our revenues or results of operations.

        In order for our ventures to provide cellular services, they must receive a license from the government of the countries in which they operate. Our ability to operate is dependent on the licenses granted by the government of each country. These licenses generally allow our ventures to operate for a number of years after which they are subject to renewal. To the extent that our operations depend on governmental approval and regulatory decisions, the operations may be adversely affected by changes in the political structure or government representatives in each of the markets in which we operate. For instance, if a government decided to revoke a license to operate in the middle of its term, our recourse would be to the legal system of the relevant country. Because the legal and court systems of some of the countries in which we operate are not highly developed and are subject to inherent uncertainties, it may be difficult to obtain a fair or unbiased resolution. Recent political and economic changes have resulted in political and regulatory uncertainty in certain countries in which we operate, as further described in "Business." There is also a possibility that a country in which we operate could arbitrarily decide to expropriate the assets of one of our ventures.

        In addition, most of the countries in which our ventures operate have volatile economies. Downturns in the economies of any particular country, or of a region generally, could adversely affect demand for our services, which could result in reduced revenues. We cannot assure you that factors such as these will not have a material adverse effect on our operations in particular countries.

        We operate in a number of jurisdictions, any of which could effect changes to its laws that could unfavorably affect our financial status.

        We hold interests in our cellular telephone companies through our subsidiaries and affiliates in various jurisdictions in and outside Luxembourg. There can be no assurance that the laws or administrative practices relating to taxation (including the current position as to withholding taxes on dividends from the ventures, and tax concessions in certain operations), foreign exchange or otherwise in these jurisdictions will not change. For instance, countries may impose restrictions or other restraints on the conversion of local currencies and the transfer of funds or dividends by our venture companies to our holding company in Luxembourg. Any such change could have a material adverse effect on our financial affairs and on our ability to receive funds from the venture.

        Most of our ventures receive revenue that is denominated in the local currency. In the future, any of the countries in which these ventures are located could impose foreign exchange controls, which could restrict our ability to receive funds from the ventures.

        Most of the ventures in which we have interests receive substantially all of their revenues in the currency of the markets in which they operate. We expect to derive substantially all of our revenues through funds generated by the ventures and, therefore, we will rely on the ability of the ventures to transfer funds to us. Although there are foreign exchange controls in some of the countries in which our cellular telephone companies operate, which could significantly restrict the ability of these ventures to pay interest and dividends and repay loans by exporting cash, instruments of credit or securities in foreign currencies, we have experienced no material difficulty in obtaining permits to allow our ventures to export cash to us. There can be no assurances, however, that this will continue to be the case. 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 effect of this is likely to be

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time delays in accumulating significant amounts of foreign currency. In addition, a few countries in which we operate restrict the export of cash in local currencies. There can be no assurance that additional foreign exchange control restrictions will not be introduced in the future or that our ability to receive funds from the ventures will not subsequently be restricted.

        Currency fluctuations or devaluations could reduce the amount of profit and assets that we are able to report.

        Exchange rates for currencies of the countries in which our ventures operate may fluctuate in relation to the U.S. dollar, and such fluctuations may have a material adverse effect on our earnings, assets or cash flows when translating local currency into U.S. dollars. For each venture that reports in a currency other than the U.S. dollar, a decrease in the value of that currency against the U.S. dollar would reduce our profits while also reducing both our assets and liabilities. A relevant example was the devaluation of the guarani in Paraguay in 2002 which had an adverse effect on the results of our operations. For the year ended December 31, 2003, we had an exchange loss of $45,602,000, which is mainly due to the exchange loss on the 5% Mandatory Exchangeable Notes. For the years ended December 31, 2002 and 2001, we had exchange losses of $23,483,000 and $17,313,000, respectively. To the extent that our ventures retain earnings or distribute dividends in local currencies in the future, the amount of U.S. dollars we will receive will be affected by fluctuations of exchange rates for such currencies against the U.S. dollar. We generally do not hedge our foreign currency exposure.

        Our ability to reduce our foreign currency exposure may be limited by restrictions on borrowings in local currency.

        At the venture level, we seek to reduce our foreign exchange exposure arising from transactions through a policy of matching, as far as possible, assets and liabilities. Our ability to reduce our foreign currency exchange exposure may be limited by restrictions on borrowings in local currency. For example, under local regulations in Pakistan, foreign controlled services sector companies, such as our Pakistan operations, are required to obtain approval from the State Bank of Pakistan to engage in long-term borrowing in the local market and are required to meet certain requirements imposed by the State Bank of Pakistan, including certain financial ratios. One of our Pakistan operations, Pakcom, has received a waiver from the State Bank of Pakistan, which expires on December 31, 2004, and expects to be able to meet these ratios in the short term. In addition, our other Pakistan operation, Paktel, does not currently meet the applicable ratios but has received a waiver from the State Bank of Pakistan in respect of its borrowings for the initial phases of its GSM network build out. If we fail to meet the applicable requirements, or obtain a waiver, we expect that financing for the later stages of the build out may be financed from cash flows from operations, short-term borrowing or other financing arrangements. We cannot assure you that in the future Pakcom or Paktel will meet the required ratios or obtain waivers, MIC's ability to fund Pakcom's or Paktel's capital expenditure needs as well as to reduce our foreign exchange exposure by borrowing in local currency.

        Potential inflation in local economies may affect some customers' ability to pay for our ventures' services, and it may also adversely affect the stability of the cellular operations market in those areas.

        Our operations are dependent upon the economies of the markets in which we have interests. These markets are in countries with economies in various stages of development or structural reform, some of which are subject to rapid fluctuations in terms of consumer prices, employment levels, gross domestic product and interest and foreign exchange rates. We may be subject to such fluctuation in the local economies and to the effect of such fluctuations on the ability of customers to pay for our ventures' services. In addition, these fluctuations may affect the ability of the market to support our existing cellular telephone interests or any growth in cellular telephone operations. It is also possible that a period of significant inflation in any of our markets could adversely affect our costs and financial condition.

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        We are subject to foreign taxes in the countries in which we operate, which may reduce amounts we receive from our operating ventures or may increase our tax costs.

        Many of the foreign countries in which we operate have increasingly turned to new taxes, as well as aggressive interpretations of current taxes, as a method of increasing revenue. In addition, the provisions of new tax laws may prohibit us from passing these taxes on to our local customers. Consequently, these taxes may reduce the amount of earnings that we can generate from our services.

        Our Pakcom venture has received tax assessment notices from Pakistan's tax authorities relating to, among other things, the disallowance of realized foreign exchange losses and interests in the amount of approximately $12 million. Pakcom has filed petitions disputing these assessments. In some cases, Pakcom has received unfavorable decisions, which it is currently appealing. Our Paktel venture is seeking an assessment of prior years on the same basis as in 2000. If these or other tax assessments are ultimately resolved unfavorably to us, this could reduce amounts we receive from our operating ventures or may increase our tax costs.

    The Ability of Investors to Enforce Civil Liabilities Under U.S. Securities Laws May Be Limited

        MIC is incorporated under the laws of the Grand-Duchy of Luxembourg. Substantially all of its directors and executive officers are residents of Luxembourg or other countries other than the United States. All or a substantial portion of our assets, and of the assets of such persons are located outside the United States. As a result, it may not be possible for investors in MIC's shares to effect service of process within the United States upon such persons or MIC or to enforce in U.S. courts or outside the United States judgments obtained against such persons outside the United States. 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 the U.S. securities laws. We have been advised by our Luxembourg counsel, Linklaters Loesch, 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 federal or state court in the United States based on civil liability, whether or not predicated solely upon United States federal securities laws, would not be enforceable in Luxembourg. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in Luxembourg, the party may submit the final judgment that has been rendered in the United States to a Luxembourg court for the purpose of recognition by such court and enforcement in Luxembourg. A judgment by a federal or state court of the United States against us will be regarded by a Luxembourg court only as evidence of the outcome of the dispute to which such judgment relates, and a Luxembourg court may choose to rehear the dispute ab intitio.

ITEM 4.    INFORMATION ON THE COMPANY

The Company

        We are a global telecommunications operator with a portfolio of investments in the world's emerging markets over which we typically exercise management and voting control. Our strategy of being a low cost provider, focused on prepaid services using mass market distribution methods, has enabled us to continue to pursue high growth while delivering operating profitability.

        We currently have interests in 16 cellular systems in 15 countries, focusing on emerging markets in Asia, Latin America and Africa. As of December 31, 2003, our cellular operations had a combined population under license of approximately 387 million people.

        As we have established an early presence in most of the markets in which we operate, we have been able to secure our licenses at low cost. Historically, we have been successful in renewing all of our maturing licenses, generally on terms similar to the original licenses. We operate primarily with prominent local business partners through joint ventures, over which we typically exercise management control.

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        Our markets are very attractive for cellular services due to the low wireline and cellular penetration in economies with potential for high growth and rising disposable personal income levels. We believe there is a significant opportunity for further growth of cellular services in all of our markets. For example, Vietnam and Pakistan, our two largest markets, had cellular penetration rates of only approximately 3% and 2%, respectively, as of December 31, 2003.

        We have achieved strong growth and operating profitability. Our total subscribers reached 5.7 million (4.0 million on a proportional basis) as of December 31, 2003. We generated revenues of $647.1 million in the year ended December 31, 2003.

        The continued improvement in the operating and financial performance of our ventures has allowed us to continue to upstream excess cash to MIC. During the years ended December 31, 2001 and 2002, we upstreamed $55.1 million and $96.7 million, respectively, of which $3.4 million and $8.8 million, respectively, was from divested operations. For the year ended December 31, 2003, we upstreamed $129.3 million from 14 of the 15 countries in which we operate.

Competitive Strengths

        We believe that our competitive strengths will enable us to benefit from the increasing demand for the services provided by cellular operators in emerging markets. Our competitive strengths include:

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    Established prepaid operator. Our focus on prepaid cellular services for the mass market offers the advantage of lower subscriber acquisition and operating costs, which results in higher margins and a faster average payback time (on average, approximately three months). In addition, prepaid customers offer the advantage of eliminating bad debt, billing and collection costs. The introduction of prepaid cellular services has also opened up the market for cellular services to customers who have previously been denied access to cellular service. Increased demand for prepaid cellular services is also arising from business users and those customers who purchase prepaid credits in order to control their telephone costs, creating a new segment of the market.

    •
    Delivering profitable growth. One of our key strengths is our ability to grow our businesses while enhancing our operating profitability. As the first or second operator in most of the markets in which we have ventures, we have typically been able to acquire our licenses at low cost with minimum build-out requirements. We have consistently achieved strong subscriber growth while decreasing subscriber acquisition costs through the creation of well known, perceived price leading brands. Additionally, we have developed an extensive distribution network at low cost that provides our customers with broad service coverage, further leveraging our strong brand names. The use of handset subsidies is not part of our prepaid strategy.

    •
    Track record of innovation. We believe that innovation is another key to our success. In nearly all of our markets, we were the first to launch branded prepaid cellular services, which now predominate in our markets. We have been the first to focus on non-traditional distribution channels to increase our mass market prepaid customer reach in our markets. For example, we have used freelance distributors, such as street vendors, and sold prepaid cards in mass market outlets, which has reduced our sales and marketing costs. In addition, because we focus on prepaid services and low costs, we believe we are a perceived price leader.

    •
    Low operating costs and high capital efficiencies. We have established service in markets that we believe offer high potential financial returns and substantial operational leverage. While we have always had a strategy to control costs, we initiated a more strict, centralized cost reduction program for all of our ventures in 2002. We operate sizeable networks covering areas of the highest population and business activity. Any future build out of our network infrastructure will be demand driven. In addition, our migration to GSM will lower our investment per capacity

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      minute with faster payback. Historically, our operations have generated an operating profit before depreciation and amortization within 12 to 18 months of start up.

    •
    Integrated strategy. We have rigorously pursued the many synergies inherent in our multi country operations and the increasing scale in our existing markets. Such synergies include sharing information and best practices about services, human resources, technologies and market strategies and centralized negotiation of financing and of supply contracts for network and subscriber equipment. For example, our operation in Laos has been able to draw on the operational and managerial experiences and resources of our operations in Cambodia and Vietnam, which has allowed us to operate in Laos at a low cost base, employing 23 persons.

    •
    Diversified operations. We believe our 16 operations in 15 countries on three continents provide a balance of established cash flow generation and high-growth potential. Our diversification across countries and continents also lessens our exposure to unfavorable changes in a single market or currency. For example, we have continued to grow our total subscriber base and operating profitability over the last two years despite economic difficulties in South America.

    •
    Highly skilled senior management. Our highly skilled senior management combines the extensive experience of senior managers from the telecommunications industry with experienced executives from the fast-moving consumer goods sector, who we have recruited over the last two years. Many of our senior executives have spent more than 10 years in the emerging markets and have demonstrated their ability to manage costs while rapidly growing the business and to start up and successfully integrate new businesses.

Strategy

        Our strategy is to operate with the lowest possible cost base from which we can offer the consumer better value for money through lower tariffs and better network quality and services. We believe that, given the low cellular penetration in our markets, we can continue to achieve growth in our subscriber base while continuing to improve our operating margins and cash flows. We intend to accomplish this by:

    •
    Focusing on growth. We believe there is a significant opportunity for rapid growth in our markets due to low cellular penetration in economies with high growth potential and substantial pent up demand for basic voice telephony services. We believe we can grow our subscriber base and revenue by continuing to focus on prepaid services while controlling costs and maintaining our position with postpaid customers. We will also continue to invest in our existing cellular ventures, where we believe we can generate attractive returns. In addition, we intend to increase our equity ownership in our ventures through opportunistic buy-outs of local partners. We may participate in consolidation within our markets through the careful evaluation, selection and pursuit of strategic opportunities. We may pursue new license opportunities in our adjacent markets within existing financial guidelines and offering group-wide synergy potential, as we have done in Laos.

    •
    Improving cost efficiencies and capturing synergies. We will continue to seek ways to further reduce our cost base by rationalizing our operations. In 2002, we initiated a more strict, centralized cost reduction program across our operations, which has lowered our costs. In addition, we expect to realize additional synergies across our operations, such as sharing of information, human resources, best practices and technologies and centralized negotiations of financing and of supply contracts for network and equipment handsets.

    •
    Completing our migration to the GSM standard. We expect GSM subscribers to exceed 50% of our total subscriber base by the end of 2004. Our Asian and African businesses are fully GSM-based, except for Pakistan, where GSM will be rolled-out to our customers in 2004. In

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      Latin America, we plan to introduce GSM systems in Paraguay, Guatemala, Honduras and El Salvador in 2004. The equipment costs relating to GSM have decreased significantly over the last few years. We believe that GSM will increase our revenues from prepaid minutes and roaming services while lowering our infrastructure and maintenance costs. GSM also offers our customers greater choice of handsets at a lower cost with improved functionality.

Recent Developments

        The following data reflects our results of operations for the year ended December 31, 2003. This should be read in conjunction with the audited consolidated financial statements included elsewhere in this report.

        On September 15, 2003, Telemóvil, our cellular telephone operation in El Salvador, was reconsolidated after we resolved a dispute with our local partners. Telemóvil is the market leader in El Salvador and, as of December 31, 2003, had 465,150 total subscribers. Following Telemóvil's acquisition of 30% of its own shares, we have a 100% economic ownership in our operation in El Salvador, while MIC's legal ownership interest remains at 70% until the final settlement date of the acquisition price. Accordingly, we account for our operation in El Salvador as a 100% owned subsidiary as of September 15, 2003. While our results of operations for the year ended December 31, 2003 include the fully consolidated results of our operation in El Salvador since September 15, 2003, our results of operations for the same periods in the prior year do not. See "Operating and Financial Review and Prospects—Results of Operations".

Summary of Highlights

    •
    Revenues for the year ended December 31, 2003 was $647.1 million, an increase from $605.2 million for 2002. Included in revenue for 2003 are revenues of $39.1 million from our operation in El Salvador. Included in revenue for 2002 are revenues of $82.8 million from operations divested in 2002 and 2003.

    •
    Total cellular minutes increased by 44% (including El Salvador) and by 30% (excluding El Salvador) in 2003 from 2002.

    •
    Since September 15, 2003, after resolution of a dispute with local partners which resulted in us reassuming control, Telemóvil was reconsolidated and accounted for as a 100% owned subsidiary.

    •
    MIC's subsidiary, Millicom Telecommunications S.A., completed an offering of SEK 2,556 million the equivalent of approximately $310 million, of 5% notes mandatorily exchangeable into class B shares of Tele2 AB (the "5% Mandatory Exchangeable Notes") in August 2003. See "Operating and Financial Review and Prospects—Description of Certain Indebtedness—Millicom Telecommunications S.A.'s 5% Mandatory Exchangeable Notes".

    •
    We used part of the proceeds from the 5% Mandatory Exchangeable Notes to repay $167 million in aggregate principal amount of the 11% Senior Notes, and to purchase U.S. Treasury STRIPS for an aggregate amount of $45 million to secure Millicom Telecommunications S.A.'s obligation to pay fixed interest in respect of the 5% Mandatory Exchangeable Notes and to repay $64 million outstanding under our debt facility with Toronto—Dominion Bank.

    •
    As at December 31, 2003, Millicom had total consolidated indebtedness of $1.28 billion and total consolidated net indebtedness (representing total consolidated indebtedness after deduction of cash, cash equivalents and short-term time deposits) of $1.10 billion. Of such indebtedness, $327.6 million relates to the 5% Mandatory Exchangeable Notes, which are mandatorily exchangeable into Tele2 AB B shares and $103.5 million to the embedded derivative on the 5%

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      Mandatory Exchangeable Notes and in respect of which no repayment in cash of principal is required. In addition, our interest obligations in respect of the 5% Mandatory Exchangeable Notes have been secured by U.S. Treasury STRIPS, which we purchased with a portion of the net proceeds from the offering of the 5% Mandatory Exchangeable Notes.

    •
    On February 4, 2004 MIC's subsidiary in Vietnam, Comvik International (Vietnam) AB signed a Memorandum of Understanding with its partner VMS, a subsidiary of the Vietnam Posts and Telecommunications, to confirm their intention to extend the co-operation for the long term.

    •
    On February 5, 2004 MIC acquired 26% of Millicom Tanzania Ltd from the Government of Tanzania, bringing its ownership to 84%. From this date onwards, MIC consolidates Millicom Tanzania Ltd as a subsidiary.

    •
    On February 9, 2004, MIC entered into an agreement with Rafsanjan Industrial Complex ("RIC") to manage the network to be owned by RIC under a build, operate and transfer contract (the "BOT Contract") between RIC and Telecommunications Company of Iran ("TCI"). The BOT Contract allows RIC to build and operate a nationwide GSM network for 2 million prepaid subscribers for a period of 11 years. MIC will be paid a share of the revenues generated by this network. In addition, MIC has been awarded an option to acquire 47% of the company that will operate this network.

    •
    MIC held an Extraordinary General Meeting of Shareholders on February 16, 2004, which approved a stock split of the issued shares of the Company by exchanging one existing ordinary share with a par value of US$ 6 into four new ordinary shares with a par value of US$ 1.50 which became effective on February 20, 2004. All share and per share amounts stated in this Form 20-F give effect to the stock split.

    •
    On March 8, 2004, Mr. Johannesson was appointed Chairman of the Board of Directors.

    •
    On March 24, 2004, MIC completed a review of its subscriber base. This review was undertaken to ensure that MIC was consistent in the way it accounted for subscribers on a global basis. The effect of the review was that approximately 243,000 subscribers were churned out in March 2004.

    •
    On March 25, 2004, MIC received the approval to list its shares on the O-list of Stockholmsbörsen, the Stock Exchange in Sweden. The trading in Swedish Depositary Receipts commenced on March 30, 2004. The Stockholm listing is in addition to the existing listings on the NASDAQ National Market and the Luxembourg Stock Exchange.

    •
    On March 19, 2004, MIC formally requested the Trustee to call the entire outstanding amount of 2% Senior Convertible PIK Notes (the "2% PIK Notes") for redemption in cash on April 26, 2004 in accordance with the terms of the Indenture governing the 2% PIK Notes. On April 26, 2004 MIC called the entire outstanding amount of 2% Senior Convertible PIK Notes Due 2006 (the "2% Notes") in an aggregate principal amount of approximately $160,000 for redemption in cash in accordance with the terms of the Indenture covering the 2% Notes. An amount of $63,371,000 out of the total $63,531,000 2% Notes was converted into MIC shares before April 26, 2004. Following these conversions, the total number of outstanding MIC shares is 89,638,927 shares with a par value of $1.50 each.

Subscriber Growth

        As of December 31, 2003, our worldwide total cellular subscriber base increased to 5,690,542 cellular subscribers (including El Salvador) from 4,002,911 cellular subscribers (excluding El Salvador) as of December 31, 2002. Total cellular subscribers increased by 42% in the year ended December 31, 2003. Particularly significant percentage increases were recorded in Ghana, Senegal, Mauritius, Sri Lanka and Vietnam.

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        Our proportional cellular subscriber base increased to 4,025,577 cellular subscribers (including El Salvador) as at December 31, 2003 from 2,784,187 cellular subscribers (excluding El Salvador) as of December 31, 2002. Our proportional cellular subscribers increased by 44% in the year ended December 31, 2003. Excluding El Salvador, the proportional cellular subscribers increased by 28%. Of the 4,025,577 proportional cellular subscribers reported as of December 31, 2003, 3,550,322, or 88%, were prepaid customers.

Financial Results for the year ended December 31, 2003

        Total revenues for the year ended December 31, 2003 were $647.1 million, an increase from $605.2 million for the year ended December 31, 2002. Included in total revenues for the year ended December 31, 2003 are revenues of $39.1 million from our operation in El Salvador. Revenues for the year ended December 31, 2003 for Asia and Africa increased by 26% and 37% to $280.8 million and $84.9 million, respectively, relative to year ended December 31, 2002. Revenues for Latin America for the year ended December 31, 2003 decreased by 2% to $270.7 million. The evolution of revenues in Latin America was impacted by the divestment of our operation in Colombia in February 2003 and the reconsolidation of El Salvador since September 15, 2003.

        Total cellular minutes increased by 28% (including El Salvador) and by 23% (excluding El Salvador) for the year ended December 31, 2003 compared with 2002. We recorded a gain of $246.8 million in the year ended December 31, 2003, reflecting the movement in the market price of our holding in Tele2 AB. In addition, we recorded a charge of $84.6 million, reflecting the change in the fair value of the Embedded derivative on the 5% Mandatory Exchangeable Notes from August 7, 2003 to December 31, 2003.

Change in Accounting Policy

        We have recently changed our accounting treatment in respect of the 5% Mandatory Exchangeable Notes and the underlying Tele2 AB shares. As a result, we mark to market on a quarterly basis the value of our holding of Tele2 AB shares, with any resulting changes in fair value of the shares being recorded in the profit and loss statement under the heading "Gain (loss) and valuation movement on investment in securities". We also account for the embedded derivative relating to the corresponding revaluation of the 5% Mandatory Exchangeable Notes and to the potential 30% premium if the price of the Tele2 AB shares is above the reference price in accordance with the terms of the 5% Mandatory Exchangeable Notes, at fair value with any subsequent change in its fair value being recorded in the profit and loss statement. The net impact on our results reflects an economic hedge against a decrease in the price of Tele2 AB shares below the reference price and the gain that we would realize at maturity if the price of the Tele2 AB shares is above the reference price as provided in the 5% Mandatory Exchangeable Notes. Changes in the market value of the Tele2 AB shares will likely affect our net income (loss) on a quarterly basis until the 5% Mandatory Exchangeable Notes mature in August 2006.

        Under U.S. GAAP, the fair value adjustment of our investment in Tele 2 AB shares is recorded in other comprehensive income, as a separate component of shareholders' equity. Accordingly, under U.S. GAAP, we reclassified the unrealized gain resulting from the change in fair value of the Tele 2 AB shares of $241,163,000 for the year ended December 31, 2003 to shareholders' equity.

Completion of Senior Notes Offering

        On November 24, 2003, MIC completed its offering of $550 million in aggregate principal amount of 10% Senior Notes due 2013 (the "10% Senior Notes"). MIC used a portion of the net proceeds from such offering to repay in full $395 million of the 11% Senior Notes and used another part of such net proceeds to repay in full $137 million of the 13.5% Senior Subordinated Notes due 2006 (the

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"13.5% Senior Subordinated Notes") on December 29, 2003. See "—Results of Tender Offer and Consent Solicitations" below and "Operating and Financial Review and Prospects—Liquidity and Capital Resources—Overview".

Results of Tender Offer and Consent Solicitations

        On November 7, 2003, MIC commenced a cash tender offer and consent solicitation in respect of its 11% Senior Notes due 2006 (the "11% Senior Notes"). On November 19, 2003, MIC announced that it had received the requisite consents from the holders of the 11% Senior Notes to (i) the waiver of the possible past default under the indenture governing the 11% Senior Notes in connection with the securities lending arrangement related to the Mandatorily Exchangeable Notes and (ii) proposed amendments to such indenture. Among other things, the supplemental indenture giving effect to these amendments, which became effective on November 25, 2003, eliminated certain of the indenture's restrictive covenants, amended certain other provisions contained in the indenture and shortened the optional redemption notice period of the 11% Senior Notes. On November 25, 2003, MIC used approximately $273 million of the proceeds of the recent offering of 10% Senior Notes to acquire 11% Senior Notes tendered on or prior to November 18, 2003 in connection with the tender offer and consent solicitation in respect of the 11% Senior Notes. The tender offer expired at 11:59 p.m., New York City time, on December 8, 2003. On December 10, 2003, MIC used approximately $143.8 million of the proceeds of the 10% Senior Notes offering to redeem in full the outstanding 11% Senior Notes.

        In addition to the tender offer and consent solicitation in respect of the 11% Senior Notes, on November 7, 2003, MIC commenced a consent solicitation in respect of its 2% Senior Convertible Payable-In-Kind Notes due 2006 (the "2% Senior Convertible PIK Notes"). On November 19, 2003, MIC also announced that it had received the requisite consents from holders of the 2% Senior Convertible PIK Notes to (i) the waiver of the possible past default under the indenture governing the 2% Senior Convertible PIK Notes in connection with the securities lending arrangement related to the Mandatorily Exchangeable Notes and (ii) the waiver of compliance with the limitation on restricted payments covenant in such indenture in connection with MIC's proposed redemption or repurchase of the 13.5% Senior Subordinated Notes with the proceeds of the recent offering of the 10% Senior Notes. Each waiver became effective with respect to the 2% Senior Convertible PIK Notes upon receipt of the consent of a majority of the holders of the 2% Senior Convertible PIK Notes. On March 19, 2004, MIC formally requested the Trustee to call the entire outstanding amount of 2% PIK Notes for redemption in cash on April 26, 2004 in accordance with the terms of the Indenture covering the 2% PIK Notes. On April 26, 2004, MIC redeemed the outstanding 2% PIK Notes.

        Previously, Millicom Telecommunications S.A. had convened a meeting of holders of the 5% Mandatory Exchangeable Notes in order to seek their approval to make certain technical amendments to the documentation relating to the 5% Mandatory Exchangeable Notes in order to ensure compliance with the covenants contained in the indentures governing the 11% Senior Notes and 2% Senior Convertible PIK Notes. This meeting was inquorate and therefore dissolved.

History

        MIC, a stock corporation (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, was formed in December 1990 by two of the cellular industry's early pioneers, Kinnevik and Millicom Incorporated, a Delaware corporation ("Mil-Inc"), to hold certain of their cellular interests in 12 countries.

        Mil-Inc was formed in 1979 to pursue opportunities in the nascent American mobile telephone industry. In 1982, the U.S. Federal Communications Commission (the "FCC") awarded Mil-Inc one of only three developmental licenses for cellular telephony. Also in 1982, Mil-Inc founded, with Racal Electronics Plc, a joint venture that evolved into Vodafone Group Plc, now the largest cellular

22


telephone operator in the world. The interest in this joint venture was sold to finance Mil-Inc's further development. Mil-Inc, after initially pursuing U.S. cellular opportunities, decided in 1992 to concentrate on non-U.S. markets, in which licenses generally could be obtained, at that time, without the cost of acquiring interests in licenses awarded by the FCC lottery system.

        From early 1983, Kinnevik and Mil-Inc began jointly applying for cellular telephone licenses internationally. The first successful joint application resulted in the award of a cellular license for Hong Kong in 1983. In 1990, after approximately seven years of co-operation, 12 successful license bids and the establishment of cellular operations in a number of markets, Kinnevik and Mil-Inc agreed to form MIC for the purposes of managing the development of these operations and pursuing new licenses. At the date of formation, the common stock of MIC was owned approximately 49% by Kinnevik and 46% by Mil-Inc. MIC subsequently disposed of the joint venture in Hong Kong to fund its continuing development.

        MIC's principal executive office is located at 75 Route de Longwy, L-8080 Bertrange, Grand-Duchy of Luxembourg, and its telephone number is +352 27 759 101.

The Merger

        In 1993, it was determined that a merger of Mil-Inc and MIC could accomplish goals sought by both companies.

        Pursuant to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated September 21, 1993, as amended, between MIC, MIC-USA Inc (MIC-USA"), a wholly owned subsidiary of MIC, and Mil-Inc, Mil-Inc was merged (the "Merger") with and into MIC-USA on December 31, 1993 (the "Effective Date"). The outstanding shares of Mil-Inc common stock were exchanged for approximately 46.5% of the common stock of MIC (exclusive of the additional merger shares described below). Kinnevik held the remaining 53.5% of MIC Common Stock.

        Immediately prior to the Merger, substantially all of the operations other than the cellular telephone operations and certain related liabilities of Mil-Inc were transferred to Great Universal, Inc., a Delaware corporation at that date an indirect wholly owned subsidiary of MIC. Both MIC and Great Universal, Inc. have separate management, and transactions between Great Universal, Inc., both MIC and our affiliates are subject to certain restrictions as described below.

        Following the Effective Date, MIC contributed to the capital of Great Universal, Inc. an aggregate of 211,864 shares of MIC common stock, par value $2 each, calculated at the time of issuance as having an aggregate value of $5,027,000.

Merger Warrants

        Immediately prior to the Merger, Mil-Inc stockholders received from MIC-USA warrants to purchase from MIC-USA 100% of the shares (3,867,287 shares) of Great Universal, Inc. common stock for a purchase price equal to $1.30 per share (the "Warrants"). The purpose of the warrant distribution was to afford Mil-Inc stockholders the opportunity to participate in the future prospects of such non-cellular businesses and to reduce or eliminate MIC's interests in such businesses in the event the Warrants are exercised. The Warrants are not transferable except in certain limited circumstances. They became exercisable on January 1, 1999 and expire six months after the registration of Great Universal, Inc. on a public market in the United States, unless extended under certain circumstances (the "Warrant Expiration Date"). At present, registration statements relating to the shares of Great Universal, Inc. (and, subsequent to the reorganization described below, Modern Holdings) underlying the Warrants have not yet been filed with the U.S. Securities and Exchange Commission.

        On December 31, 1993, Great Universal, Inc. and MIC entered into an agreement pursuant to which, as an inducement to MIC to contribute MIC common stock to Great Universal, Inc., as

23


described above, Great Universal, Inc. granted to MIC-USA an option (the "Put Option") to require Great Universal, Inc. to purchase from MIC-USA the shares of Great Universal, Inc. common stock not acquired by exercise of the Warrants. Additionally, MIC granted to Great Universal, Inc. the option (the "Call Option") to purchase from MIC-USA the Great Universal, Inc. common stock. The purchase price for the Great Universal, Inc. common stock upon exercise of either the Put Option or the Call Option is an amount equal to the difference between the aggregate exercise price of such Warrants ($5,027,473) and the actual aggregate exercise price of the Warrants exercised prior to their expiration. The Put Option and the Call Option are exercisable as to all, but not less than all, of the remaining Great Universal, Inc. common stock for a period of 20 days commencing on the day following the Warrant Expiration Date. Great Universal, Inc. may pay the purchase price for the Great Universal, Inc. common stock by delivering to MIC-USA that number of the shares of MIC common stock which in the aggregate equals the purchase price, based upon the last sale price of the MIC common stock as quoted on the NASDAQ Stock Market on the Warrant Expiration Date.

        If all of the Warrants are exercised or all of the shares of Great Universal, Inc. common stock not acquired by exercise of the Warrants are repurchased by Great Universal, Inc., MIC would have no further ownership interest in Great Universal, Inc. Certain of the MIC's management and shareholders, who became holders of Warrants as part of the Merger, may become shareholders of Great Universal, Inc. or may participate in the management of Great Universal, Inc. if they choose to exercise the Warrants. From December 30, 1993, the date the Warrants were issued, until the Warrant Expiration Date, MIC will not consummate a transaction with Great Universal, Inc. or any of Great Universal, Inc.'s affiliates which involves the sum of $1,000,000 or more unless MIC and Great Universal, Inc. shall have received an opinion from an independent investment banker that such transaction is on terms at least as favorable as those that can be obtained from an unrelated third party. In the event that the Warrants are not exercised prior to the Warrant Expiration Date, management will evaluate other plans to dispose of Great Universal, Inc. upon the expiration of the Warrants.

        In June 1999, Great Universal, Inc. affected a reorganization of Great Universal, Inc. and its subsidiaries, in which Great Universal, Inc. was merged with and into Great Universal LLC and operations were spun-off into two separate businesses, being Great Universal, Inc. and Modern Holdings Incorporated (formerly known as XSource Corporation). Great Universal, Inc. holds the subsidiaries in teleservices, television and media and specialized electronics industries, and Modern Holdings Incorporated holds the subsidiaries in the integrated network services industries. Great Universal LLC holds 100% of common shares in Great Universal, Inc. and 53% of common shares in Modern Holdings Incorporated. MIC does not consolidate its investment in Great Universal, Inc. as, due to warrant holders' right to exercise, it considers it does not control Great Universal, Inc. and also that there exist severe long-term restrictions that significantly impair the ability of Great Universal, Inc. to transfer funds to MIC.

        Following this reorganization and pursuant to the Warrant agreement, each warrant now entitles the holder to purchase one share of Great Universal, Inc. common stock and 2.0721 shares of Modern Holdings Incorporated common stock at an exercise price of $1.30 per Warrant, subject to adjustment. Following this reorganization, the rights and obligations of MIC-USA arising from the Warrant agreement and the Put Option and the Call Option agreement referred to above were assigned to Great Universal LLC. Under the terms of the Merger, Great Universal LLC continues to indemnify MIC against certain contingent liabilities.

        On December 31, 1999, MIC-USA transferred its 100% ownership and related rights in Great Universal, Inc. to Great Universal LLC 1999 Trust for a consideration of $5,027,000, corresponding to the net book value of MIC's investment in Great Universal, Inc. This amount is recorded in "Investment in other securities". During 2002, MIC recorded an impairment loss for 100% of this asset due to uncertainty concerning its recoverability.

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        Great Universal, Inc. is contingently liable for any liabilities in respect of the representations and warranties made by Mil-Inc to MIC under the Merger Agreement and in respect of any United States federal, state and local income tax in excess of $13,544,000 which may be payable by Mil-Inc for 1993 and prior years.

The Cellular Telephone Industry

Cellular Telephone Industry Overview

        Cellular Telephone Technology.    Cellular telephone systems are capable of providing high quality, high capacity voice and data communications to and from vehicle-mounted and hand-held radiotelephones. Cellular telephone systems are capable of handling thousands of calls at any one time and providing service to hundreds of thousands of subscribers in any particular area.

        Cellular telephone technology is based upon the division of a given geographical area into a number of cells and the simultaneous use of radio channels in non-contiguous cells within the system. Each cell contains a low power transmitter/receiver at a base station that communicates by radio signal with cellular telephones in that cell. Each cell is connected by wire-line or microwave to a central switching point or mobile switching center ("switch") that controls the routing of calls and which, in turn, is connected to the public switched telephone network. It is the switch mobility software that allows cellular telephone users to move freely from cell to cell while continuing their calls through a process called hand-off.

        Cellular telephone systems generally offer subscribers the features offered by the most up-to-date wire-line telephone services. Cellular telephone systems are interconnected with both the wire-line telephone network and other cellular networks. As a result, subscribers can receive and originate local, long-distance and international calls from their cellular telephones. Cellular telephone system operators therefore require an interconnect arrangement with the local wire-line telephone companies and the terms of such arrangements are material to the economic viability of the system.

        A cellular telephone system's capacity can be increased in various ways. Increasing demand may be satisfied, in the first instance, by adding available channel capacity to cells through the addition of extra transmitters. When all available channels are used, further growth can be accomplished through a process known as cell splitting. Cell splitting entails dividing a single cell into a number of smaller cells, through the construction of additional base stations, thereby allowing for greater channel reuse and hence increasing the number of calls that can be handled in a given area.

        The Company uses analog and digital technologies that are widely used throughout the world. GSM is a digital standard for cellular telephone systems that the majority of European Union countries have adopted as a common standard. Commercial launch in several European countries commenced in 1992. GSM offers increased value-added services and enables transmissions to be made in encrypted form so that conversations cannot easily be intercepted. The GSM system allows subscribers to use their cellular telephones in any country where the GSM system has been adopted, providing increased mobility and flexibility. In addition to Europe, GSM systems are being used in the Middle East, Australia, India, South Africa, China, Southeast Asia and the Philippines. Advanced Mobile Phone System ("AMPS") is the analog standard developed for and used in North America, and is used widely throughout the world. Total Access Communication System, or Time Division Multiple Access ("TDMA"), is the system most widely used in North and South America and works by dividing a radio frequency into time slots and then allocating slots to multiple calls. TDMA is one of the world's most widely deployed digital wireless systems and it provides a natural evolutionary path for analog AMPS networks, and offers efficient coverage. In the United States, a number of digital standards have been developed and are being deployed in existing AMPS networks. Currently, no one technology has been adopted as the common standard.

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        Operating Characteristics.    The cellular telephone industry is typically characterized by high fixed costs and low variable costs. Until technological limitations on total capacity are approached, additional cellular telephone system capacity can normally be added in increments that closely match demand and at less than the proportionate cost of the initial capacity. The industry has also seen declining equipment prices in real terms. Once revenues exceed fixed costs, incremental revenues are expected to yield a high incremental operating profit, giving cellular telephone system operators an incentive to stimulate and satisfy demand for service in the market. The amount of profit, if any, under such circumstances is dependent on, among other things, prices and variable marketing costs, which, in turn, are affected by the amount and extent of competition. As competition increases in markets, prices have fallen with the result that revenues and operating profits increase at a lower rate than subscriber growth. In addition, as penetration rates increase there is a tendency for a higher proportion of new subscribers to use prepaid cards. Prepaid subscribers tend to have lower usage than credit subscribers, however, the operating margin is generally higher than with credit subscribers as the risk of bad debt is eliminated and there is no subsidizing of handsets.

Development of the Cellular Telephone Industry

        Cellular Telephony in Developed Countries.    The first cellular telephone networks were introduced in Scandinavia in the early 1980s and experienced modest growth for the first few years. Over the last 10 years, however, cellular telephony has grown rapidly. The majority of developed countries now have cellular telephone service and levels of penetration have increased substantially in these countries. Worldwide subscribers at December 31, 2003 were an estimated 1,390 million according to EMC.

        Given the rapid growth of cellular telephone subscribers in developed countries and high levels of penetration, particularly in large urban markets, the industry is increasingly introducing new technology that will expand capacity and improve service, including the introduction of digital cellular telephone networks and the ability to access the Internet from handsets. In industrialized nations, cellular operators are currently in the process of introducing so-called "third generation" mobile technology that will permit always-on faster access to the Internet and voice and data transmissions.

        Cellular Telephony in Developing Countries.    While the cellular telephone industry is well-established in the developed world, the cellular telephone industry in the developing world is still in its infancy. MIC believes that cellular telephony will continue to grow rapidly in developing countries because of the poor quality of the existing wire-line service, the unsatisfied demand for basic telephone service and the increasing demand from users who want the convenience of cellular telephones. In some countries the cellular telephone network provides significantly improved access to the local and international wire-line network compared with the existing wire-line service. In addition, developing countries are expected to benefit both from better technology and lower equipment costs than those at comparable stages of market development in developed countries. Penetration rates (the number of subscribers per 100 people) are substantially lower in developing countries than in developed countries. Consequently, MIC believes that its markets offer high growth potential.

        For developing countries, cellular telephone networks can represent a faster and more cost-effective method of expanding telecommunications infrastructure than traditional wire-line networks. Wire-line networks involve extensive outside infrastructure in the form of buried or overhead cable networks, while cellular telephone networks require only minimal construction activities.

Financing of the Company's Business

        The Company finances its operations at both the operational and parent entity level.

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Operational Level Financing

        We finance our operations on a project-by-project basis at both the operational and parent entity level. Once a license is awarded, we make an initial investment in the form of equity and, in some cases, debt. The local operation typically is granted between six and 12 months to build out its initial cellular telephone network. During this initial phase, we frequently supplement our investment with financing provided by equipment suppliers for the purchase of network equipment. Generally, such financing covers a period of 18 months to three years and is often guaranteed by MIC. We seek to refinance the vendor financing with longer-term borrowing from commercial banks and international agencies. Where practicable, we endeavor to obtain financing in local currencies and without recourse to MIC. However, MIC may guarantee such project financing for an initial period until certain performance targets are achieved. We intend to continue to pursue a project-by-project approach to fund our systems. If additional investment is required from us, we seek, whenever possible, to fund such investment through shareholder loans from MIC. As our local operations become more established and local financial markets become more developed, we are increasingly able to finance at the operational level in the local currency on a non-recourse basis. As of December 31, 2003, approximately 56% of our debt at the operational level was denominated in local currency.

MIC Level Entity Financing

        In 2003, we implemented a restructuring plan to substantially improve our liquidity by reducing our net indebtedness and debt service obligations. As of December 31, 2002, we had total consolidated indebtedness of $1,228,575,000, and our total consolidated net indebtedness (representing total consolidated indebtedness after deduction of cash, cash equivalents and short-term time deposits) was $1,141,924,000 which required a substantial amount of cash from operations to service our debt. In addition to divesting selected assets (for example, we divested MIC Systems (including Mach), Tele2 AB shares, our operations in the Philippines and our operation in Colombia and Liberty Broadband Limited), we have undertaken a balance sheet restructuring plan. The restructuring plan included the following steps:

    •
    in May 2003, MIC issued $562 million principal amount of 11% Senior Notes and $64 million principal amount of 2% Senior Convertible PIK Notes in exchange for $776 million principal amount of 13.5% Senior Subordinated Notes;

    •
    on August 7, 2003, our subsidiary, Millicom Telecommunications SA, issued for an aggregate value of SEK 2,555,994,000 (approximately $310 million) 5% Mandatory Exchangeable Notes, which are mandatorily exchangeable into shares of Tele2 AB;

    •
    on August 15, 2003 and September 30, 2003, we repurchased in private transactions $57 million and redeemed $110 million, respectively, in aggregate principal amount of the 11% Senior Notes;

    •
    on November 7, 2003, MIC commenced a cash tender offer and consent solicitation relating to all of the $395,219,000 outstanding principal amount of the 11% Senior Notes, which expired on December 8, 2003; and

    •
    on November 24, 2003, MIC issued $550 million principal amount of 10% senior notes due 2013, which we refer to as the 10% Senior Notes, and issued a notice of redemption in respect of the total remaining outstanding amount of the 13.5% Senior Subordinated Notes. MIC used approximately $273 million of the proceeds of the 10% Senior Notes to acquire the outstanding amount of 11% Senior Notes tendered on or prior to December 8, 2003. MIC issued a notice of redemption with respect to the total remaining outstanding amount of 11% Senior Notes on December 5, 2003, with a redemption date of December 10, 2003. MIC used approximately $143.8 million of the proceeds from the 10% Senior Notes to redeem in full the remaining

27

      outstanding amount of 11% Senior Notes. MIC redeemed the 13.5% Senior Subordinated Notes in their entirety on December 29, 2003.

        Millicom's total consolidated indebtedness as of December 31, 2003 was $1,276,865,000 (including the embedded derivative on the 5% Mandatory Exchangeable Notes for an amount of $103,457,000) and our total consolidated net indebtedness (representing total consolidated indebtedness after deduction of cash, cash equivalents and short-term time deposits) was $1,095,156,000. Of such indebtedness, $327,635,000 relates to the 5% Mandatory Exchangeable Notes, which are mandatorily exchangeable into Tele2 AB B shares and $103,457,000 to the embedded derivative on the 5% Mandatory Exchangeable Notes and in respect of which no repayment in cash of principal is required. In addition, our interest obligations in respect of the 5% Mandatory Exchangeable Notes have been secured by U.S. Treasury STRIPS, which we purchased with a portion of the net proceeds from the offering of the 5% Mandatory Exchangeable Notes. To date, our restructuring plan has enhanced our balance sheet and significantly improved our liquidity levels by reducing our debt service obligations.

Management Structure

        We operate in three major geographic regions of the world: Asia (MIC Asia); Latin America (MIC Latin America); and Africa (MIC Africa). We manage these regional operations through five cluster managers, each of whom typically is responsible for three to four countries and acts as company manager in the largest country in the region. Each cluster manager reports directly to MIC's chief operating officer. We believe this structure allows us to maintain a high degree of coordination, cooperation and cross sharing of information among the various cluster managers while providing a degree of regional responsibility that ensures quick and effective decision making.

        We operate primarily through joint ventures with prominent local business partners, over which we typically exercise management control. While the day-to-day management of our operations is the responsibility of the local management, which implements the decision of MIC's board of directors, the general manager and other key personnel of our operations are appointed by us or in co-operation with our partners. In addition, senior management of our operations also typically receive MIC stock options as part of their compensation and incentive packages.

Operational and Financial Control

        We actively manage our operations through:

    •
    recruitment and selection of local management, which is subject to the approval of MIC's board of directors;

    •
    development of business plans in conjunction with local management;

    •
    approval of all significant capital expenditures by MIC's board of directors;

    •
    development of the cellular telephone network design and expansion plan with local technical management;

    •
    standardized weekly and monthly reporting and review and an annual budgeting process; and

    •
    supervision and support by our internal auditors and marketing and administrative personnel.

        We seek to obtain controlling ownership in our operations. In most cases, where we hold less than a majority of the shares in an operation, we manage our operations through stockholders' agreements or similar arrangements, special rights with respect to board representation or special voting rights. Such provisions provide us with the means to approve or disapprove actions proposed by our partners. In some cases the stockholders' agreements contain buyout, arbitration or other procedures that can be invoked in the event of a fundamental disagreement among us and our partners.

28


License Acquisition

        In obtaining our licenses, we generally establish a venture with one or more prominent local business partners to apply for a cellular telephone license. We consider that the selection of the local partner, the technical and financial expertise that we provide to the license application and our successful track record as an international provider of cellular telephone services are the critical factors for a successful license bid. In most cases, the local partner is instrumental in obtaining the license and maintaining contact with the local telecommunications agency, post office (the "PTT"), or relevant government department or otherwise plays an important role in ensuring the success of the venture company. In some markets, after the award of the license, the local partner continues to take an active interest in the management of the venture.

        Licenses are normally sought through a competitive application process in which the license is awarded on the merits of the application. We have generally avoided cash auctions for cellular telephone licenses. In some cases, our ventures pay royalties on revenue or income to governments, and all of our cellular ventures pay interconnect fees to other telecommunications operators during the license period. Although the pursuit of cellular telephone licenses is usually highly competitive, our venture companies have been successful in obtaining licenses in preference to other ventures whose participants have often included major international telecommunications companies.

Sales, Marketing and Distribution

        We pursue low-cost, innovative and high-impact approaches to sales, marketing and distribution. In the majority of our markets, we typically are not involved in the distribution of handsets and typically do not provide handset subsidies for our prepaid subscribers. As a result, we have low overall subscriber acquisition costs. In addition, we are focused on strengthening our distribution footprint and expanding our mass market customer reach by distributing prepaid cards through mass market outlets such as local convenience stores, newspaper stands and street vendors. In some of our markets, we are also developing a number of non-traditional distribution channels such as freelance distributors, including students and housewives. We believe that our focus on branded prepaid services and non-traditional distribution channels will enable us to expand our market share and reduce our operating costs. We focus our advertising on cost-effective promotions.

Insurance

        The Company believes that it holds sufficient levels of insurance for the prudent operation of its business.

Operations and Investments

        Descriptions of the operations of each of the ventures and other related businesses are provided below. The description of our cellular operations has been divided into the following sub-sections:

    •
    MIC Asia, MIC's cellular operations in Asia, comprising Cambodia, Lao People's Democratic Republic, Pakistan, Sri Lanka and Vietnam.

    •
    MIC Latin America, MIC's cellular operations in Latin America, comprising Bolivia, El Salvador, Guatemala, Honduras and Paraguay.

    •
    MIC Africa, MIC's cellular operations in Africa, comprising Ghana, Mauritius, Senegal, Sierra Leone and Tanzania.

        We also have investments in high-speed cellular data services in Argentina, El Salvador, Paraguay, Peru and Cambodia.

29


        In the country descriptions of our ventures in "Business", we have indicated any instances where the operations of our ventures, or our relationships with our venture partners, are different from the description given under the captions above.

Cellular Operations

        The following table shows certain information for each of MIC's cellular operations as at December 31, 2003.

Market
   Ownership
   Method of
consolidation(1)
   Start-Up
Date
   Technology(2)
   Estimated
Population
of Area
under
License(3)
   Cellular
Penetration
as of
December 31,
2003(4)
   Number of
Subscribers
as of
December 31,
2003
   Estimated
Market
Position
at
December 31,
2003(4)
  
 
   (percent)

    
    
    
   (millions)

   (percent)

   000's

    
  
MIC Asia                                  
Cambodia   58.4%   JV   1997   GSM   13.2   4.7   431.9   1 of 4  
Lao People's Democratic Republic   78.0%   S   2003   GSM   6.0   2.4   17.4   2 of 4  
Pakistan—Pakcom   61.3%   S   1990   TDMA/AMPS   —   —   491.0   2 of 3 (5)
Pakistan—Paktel   98.9%   S   1990   GSM/TDMA/AMPS   152.2   2.2   333.2   2 of 3 (5)
Sri Lanka   99.9%   S   1989   GSM/TACS   19.8   6.9   368.1   2 of 4  
Vietnam(6)   80.0%   S   1995   GSM   82.8   3.3   1035.6   2 of 4  

MIC Latin America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bolivia   100.0%   S   1991   TDMA/AMPS   8.7   14.3   334.3   2 of 4  
El Salvador(7)   70.0%   S   1993   TDMA/AMPS   6.5   16.0   465.1   1 of 4  
Guatemala   55.0%   JV   1990   TDMA/AMPS   13.8   13.5   596.1   2 of 4  
Honduras   50.0%   JV   1996   CDMA/AMPS   6.8   5.2   351.3   1 of 2  
Paraguay   96.0%   S   1992   TDMA/AMPS   6.1   21.5   605.0   1 of 4  

MIC Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ghana   100.0%   S   1992   GSM/TACS   20.8   3.8   117.8   2 of 4  
Mauritius   50.0%   JV   1989   GSM   1.2   38.1   136.6   2 of 2  
Senegal   75.0%   S   1999   GSM   11.0   7.1   206.5   2 of 2  
Sierra Leone   70.0%   S   2001   GSM   5.9   1.6   31.7   2 of 2  
Tanzania(9)   59.4%   JV   1994   GSM/TACS   38.6   2.8   168.9   2 of 3  
                   
     
     
Grand Total                   393.4       5,690.5 (8)    
                   
     
     
(1)
JV = Joint Ventures. Under IFRS, joint ventures are consolidated using the proportional method of accounting which combines our assets, liabilities, income and expenses with our share of the assets, liabilities, income and expenses of the joint ventures in which we have an interest.

    S = Subsidiary. Subsidiaries are entities over which we have control and are fully consolidated.

    MIC determines the existence of joint control by reference to the joint venture agreements, articles of association, structures and voting protocols of the Boards of Directors, as well as the influence it has over the day-to-day operations of the above ventures.

(2)
"AMPS", Advanced Mobile Phone System, is the analogue standard developed for and used in North America and is used widely throughout the world. "TACS", Total Access Communications System, was initially the standard for the United Kingdom and is now used primarily in other Commonwealth countries. "GSM", Global System for Mobile Communications, is the digital standard developed for Europe. "TDMA", Time Division Multiple Access, is the system most widely used in North and South America.

(3)
Source: U.S. Central Intelligence Agency's "The World Factbook" for 2003.

(4)
Based on number of subscribers. Source: EMC, an independent cellular market research firm.

(5)
Represents combined market position of Pakcom and Paktel.

(6)
Comvik International (Vietnam) AB ("CIV"), our 80% owned subsidiary, and Vietnam Mobile Services Co have entered into a business cooperation contract to operate a national cellular GSM system in Vietnam ("Mobifone"). This agreement, which has a ten-year term from July 1, 1995, currently provides that CIV will be entitled to receive 50% of Mobifone's net

30

    revenues through June 2005. Proportional subscribers for our operation in Vietnam are computed based on 50% of our 80% owned subsidiary, CIV, or 40% of Mobifone's total subscribers. See "—MIC Asia—Vietnam".

(7)
Prior to May 1, 2001, our results of operations included our proportionate share of the results of our operation in El Salvador. As of May 1, 2001, due to a dispute with our local partners, we determined that proportional consolidation was no longer appropriate and we began accounting for our operation in El Salvador under the equity method. As of December 31, 2002, because the dispute was still ongoing and we no longer believed we exercised significant control over our operation in El Salvador, we recorded our investment as non-current asset in the balance sheet under the caption "Investment in other securities". In September 2003, we resolved this dispute and are deemed to have a 100% economic ownership in our operation in El Salvador, while MIC's legal ownership interest remains at 70% until the final settlement date of the acquisition price. Accordingly, we account for our operation in El Salvador as a 100% owned subsidiary since September 15, 2003. See "Operating and Financial Review and Prospects—Results of Operations".

(8)
Proportional subscribers at December 31, 2003 were 4,025,577.

(9)
On February 5, 2004 MIC acquired 26% of Millicom Tanzania Ltd from the Government of Tanzania, bringing its ownership to 84%. From this date onwards, MIC consolidates Millicom Tanzania Ltd as a subsidiary.

        The following table presents, at the dates and for the periods indicated, selected operating data for each of MIC's cellular operations.

 
   As at December 31,
 
    
    
    
   Prepaid Subscribers
as Percentage of
Total Subscribers
 
   Total Subscribers
Market
  2003
   2002
   2001
   2003
   2002
   2001
MIC Asia                        
Cambodia   431,911   325,264   199,916   99%   99%   94%
Lao People's Democratic Republic   17,374   —   —   100%   —   —
Pakistan—Pakcom   491,011   344,702   242,608   97%   95%   92%
Pakistan—Paktel   333,169   218,536   152,928   93%   85%   66%
Sri Lanka   368,102   266,372   172,712   97%   94%   86%
Vietnam(1)   1,035,582   686,663   499,394   73%   72%   73%
   
 
 
 
 
 
Subtotal   2,677,149   1,841,537   1,267,558   88%   86%   81%

MIC Latin America
 
 
 
 
 
 
 
 
 
 
 
 
Bolivia   334,319   410,887   348,683   93%   94%   90%
El Salvador(2)   465,150   n/a   n/a   70%   n/a   n/a
Guatemala   596,078   467,620   358,281   84%   74%   64%
Honduras   351,285   326,508   237,629   83%   79%   69%
Paraguay   605,057   550,109   564,512   89%   89%   81%
   
 
 
 
 
 
Subtotal   2,351,889   1,755,124   1,509,105   87%   85%   77%

MIC Africa
 
 
 
 
 
 
 
 
 
 
 
 
Ghana   117,816   52,060   35,706   99%   97%   94%
Mauritius   136,620   97,137   88,416   89%   86%   84%
Senegal   206,506   97,804   87,143   100%   100%   100%
Sierra Leone   31,699   13,411   7,100   100%   100%   100%
Tanzania(3)   168,863   145,838   134,578   100%   96%   98%
   
 
 
 
 
 
Subtotal   661,504   406,250   352,943   97%   95%   94%
   
 
 
 
 
 
Total   5,690,542   4,002,911   3,129,606   87%   86%   81%
   
 
 
 
 
 
(1)
Comvik International (Vietnam) AB ("CIV"), our 80% owned subsidiary, together with Kinnevik (MIC's controlling shareholder) and Vietnam Mobile Services Co. have entered into a business cooperation contract to operate a national cellular GSM system in Vietnam ("Mobifone"). This agreement, which has a 10-year term from July 1, 1995, currently provides that CIV will be entitled to receive 50% of Mobifone's net revenues through June 2005. See "MIC Asia—Vietnam".

31

(2)
Prior to May 1, 2001, our results of operations included our proportionate share of the results of our operation in El Salvador. As of May 1, 2001, due to a dispute with our local partners, we determined that proportional consolidation was no longer appropriate and we began accounting for our operation in El Salvador under the equity method. As of December 31, 2002, because the dispute was still ongoing and we no longer believed we exercised significant control over our operation in El Salvador, we recorded our investment as non-current asset in the balance sheet under the caption "Investment in other securities". In September 2003, we resolved this dispute and, due to the irrevocable commitment of our local partners to sell their shares, we are deemed to have a 100% economic ownership in our operation in El Salvador and, accordingly, we account for our operation in El Salvador as a 100% owned subsidiary as from September 15, 2003. See "Operating and Financial Review and Prospects—Results of Operations".

(3)
On February 5, 2004 MIC acquired 26% of Millicom Tanzania Ltd from the Government of Tanzania, bringing its ownership to 84%. From this date onwards, MIC fully consolidates Millicom Tanzania Ltd as a subsidiary.

        The following table presents, for the periods indicated, revenues for each of MIC's cellular operations. These figures do not include MIC's non-cellular operations.

 
    
   Revenues
Market
   Method of
consolidation(1)
  2003
   2002
   2001
 
    
   in thousands of U.S. dollars
MIC Asia                
Cambodia   JV   40,617   33,203   31,409
Lao People's Democratic Republic   S   1,093   —   —
Pakistan—Pakcom   S   50,751   37,796   31,500
Pakistan—Paktel   S   33,135   27,615   29,547
Sri Lanka   S   21,716   17,722   15,270
Vietnam(2)   S   129,936   102,457   81,063
       
 
 
Subtotal       277,248   218,793   188,789

MIC Latin America
 
 
 
 
 
 
 
 
Bolivia   S   38,358   37,405   43,811
El Salvador(3)   S   39,052   n/a   17,311
Guatemala   JV   78,485   67,731   63,191
Honduras   JV   47,858   48,172   44,546
Paraguay   S   60,985   73,740   100,573
       
 
 
Subtotal       264,738   227,048   269,432

MIC Africa
 
 
 
 
 
 
 
 
Ghana   S   16,803   10,106   9,213
Mauritius   JV   12,002   9,931   7,891
Senegal   S   25,963   15,142   10,772
Sierra Leone   S   6,972   4,084   1,577
Tanzania(4)   JV   23,118   22,748   23,761
       
 
 
Subtotal       84,858   62,011   53,214
       
 
 
Total       626,844   507,852   511,435
       
 
 
(1)
JV = Joint Ventures. Under IFRS, joint ventures are consolidated using the proportional method of accounting which combines our assets, liabilities, income and expenses with our share of the assets, liabilities, income and expenses of the joint ventures in which we have an interest.

    S = Subsidiary. Subsidiaries are entities over which we have control and are fully consolidated.

    MIC determines the existence of joint control by reference to the joint venture agreements, articles of association, structures and voting protocols of the Boards of Directors, as well as the influence it has over the day-to-day operations of the above ventures.

(2)
Comvik International (Vietnam) AB ("CIV"), our 80% owned subsidiary, together with Kinnevik (MIC's controlling shareholder) and Vietnam Mobile Services Co. have entered into a business cooperation contract to operate a national cellular GSM system in Vietnam ("Mobifone"). This agreement, which has a 10-year term from July 1, 1995, currently provides that CIV will be entitled to receive 50% of Mobifone's net revenues through June 2005. See "MIC Asia—Vietnam".

(3)
Prior to May 1, 2001, our results of operations included our proportionate share of the results of our operation in El Salvador. As of May 1, 2001, due to a dispute with our local partners, we determined that proportional consolidation was no longer appropriate and we began accounting for our operation in El Salvador under the equity method. As of December 31, 2002, because the dispute was still ongoing and we no longer believed we exercised significant control over our operation in El Salvador, we recorded our investment as non-current asset in the balance sheet under the caption "Investment in other securities". In September 2003, we resolved this dispute and, due to the irrevocable commitment of our local partners to sell their shares, we are deemed to have a 100% economic ownership in our operation in El Salvador and, accordingly, we account for our operation in El Salvador as a 100% owned subsidiary as from September 15, 2003. See "Operating and Financial Review and Prospects—Results of Operations".

(4)
On February 5, 2004 MIC acquired 26% of Millicom Tanzania Ltd from the Government of Tanzania, bringing its ownership to 84%. From this date onwards, MIC consolidates Millicom Tanzania Ltd as a subsidiary.

32


MIC ASIA

Background

        MIC Asia comprises our Asian cellular telephone operations with interests in six cellular operations in five markets: Vietnam, Pakistan (two operations), Cambodia, Sri Lanka and Lao People's Democratic Republic. MIC Asia also operates an international gateway and a high-speed data business in Cambodia. MIC Asia's license areas cover approximately 274 million people as of December 31, 2003.

Vietnam

        Vietnam is a developing country that has had to recover from times of war, the loss of financial support from the former Soviet Bloc, and the rigidities of a centrally planned economy. Substantial progress was achieved from 1986 to 1996—growth averaged around 9% per year from 1993 to 1997. The 1997 Asian financial crisis highlighted the problems in the Vietnamese economy and reaffirmed the government's belief that shifting to a market-oriented economy would be undesirable. GDP growth of 8.5% in 1997 fell to 6% in 1998 and 5% in 1999. Growth then rose to 6% to 7% in 2000–02 even against the background of global recession. These numbers mask some major difficulties in economic performance. Many domestic industries have reported large stockpiles of inventory and tough competition from more efficient foreign producers. Meanwhile, Vietnamese authorities have moved to implement the structural reforms needed to modernize the economy and to produce more competitive, export-driven industries.

        We currently have an 80% equity interest in Comvik International (Vietnam) AB ("CIV"), which has entered into a business cooperation contract ("BCC") to operate a nationwide cellular GSM network in Vietnam known as Mobifone. The remaining 20% interest in CIV is held by our private business partner, Mr. M.A. Zaman. Service commenced in July 1995 and covers all provinces, including the important cities of Hanoi, Ho Chi Minh City and Da Nang. Mobifone operates a digital network based upon the GSM standard. As of December 31, 2003, Mobifone's network consisted of 672 cell sites covering approximately 29.4% of the population.

        CIV, together with MIC's controlling shareholder Kinnevik and Vietnam Mobile Services Co. ("VMS"), a government owned company, entered into the BCC in 1994. In May 1995, the Vietnamese State Committee gave final approval for this agreement, and a license to provide cellular service throughout the entire country was issued to VMS.

        The BCC has a 10-year term from July 1, 1995. The BCC provides for revenue sharing between CIV and VMS and sets forth certain obligations of the parties, including CIV's obligations to make certain investments in network infrastructure and to provide training and other services to Mobifone. The BCC provides for negotiation for extension commencing after eight years. We have proposed extending the BCC for a ten-year period. Although management currently expects the BCC to be extended, there can be no assurance that it will be extended on equivalent or satisfactory terms, or at all.

        The BCC originally provided that CIV would be entitled to receive 50% of Mobifone's net revenues for the first five years of operation and 40% thereafter. In October 2000, the BCC received an amended investment license which increased CIV's contribution to the BCC and provided for a 50:50 revenue sharing arrangement until June 2005. CIV initially contracted to invest $128 million in the venture, and the full amount of this commitment was met as of December 31, 2003. In connection with the amendments to the BCC in 2000, 2002 and 2003, CIV committed to invest an additional minimum amount of $75 million, of which approximately $46.6 million was disbursed as of December 31, 2003. As a result of these amendments, CIV's minimum agreed contribution to the venture over the term of the license to June 2005 amounts to $203 million.

34


        Under the terms of the BCC, MIC does not exercise management control over Mobifone. Certain management decisions, such as the decision to make certain capital expenditures and other business policy decisions, are made by an advisory committee comprised of eight members (four of which are appointed by CIV and four of which are appointed by VMS). Although the advisory committee has in the past made decisions based on our recommendations, we cannot assure you that the advisory committee will make decisions based on our recommendations in the future or that it will act in a manner consistent with our interests. In addition, CIV and VMS must agree in writing to amend the BCC, sell all or substantially all of the business assets or terminate any business license. If a dispute occurs between us and VMS and we are unable to resolve it satisfactorily, our results of operations and financial condition would be adversely affected.

        Upon expiration of the BCC at the end of June 2005, legal title to all equipment will be transferred to VMS at the depreciated book value of those assets on such date, which will equal $1. If the revenue sharing agreement is not extended or CIV is unable to maintain its operations in Vietnam through another agreement, its telecommunications services would cease on June 30, 2005. In such event, CIV would no longer generate any revenues from cellular operations in Vietnam. CIV's revenues for the year ended December 31, 2003 were $129,936,000 (20% of Millicom's total revenues) and operating profit was $51,292,000 (32% of Millicom's total operating profits). At present, all equipment recorded in CIV's financial statements will be fully amortized by July 1, 2005, at which date legal title to all equipment will be transferred to VMS at a price of $1.

        Vietnam is a highly regulated market. The Vietnamese Ministry of Posts and Telematics ("MPT"), which regulates telecommunications services in Vietnam, has recently issued a telecommunications ordinance outlining its regulatory policy. The MPT has introduced the concept of "significant market power" (i.e., greater than 30% market share) and is expected to adopt regulations which favor competition, including the regulation of end-user tariffs for operators with "significant market power" such as Mobifone. These regulations could have a negative effect on our results of operations. In addition, the MPT has recently adopted new interconnection rates which lowered rates for calls terminating in fixed and mobile networks as from July 1, 2003. Although the reduction in rates has adversely impacted Mobifone's revenues, it has resulted in a corresponding decrease in costs and Mobifone's gross margins have improved since their adoption. Vietnam has a calling party pays system.

        Mobifone currently has three competitors in the cellular telephony market in Vietnam: the most important one being VinaPhone, which launched GSM services in June 1996 and is wholly owned by the government. According to EMC, as of December 31, 2003, Mobifone had the number two market position behind VinaPhone. We anticipate increased competition as the number of GSM and CDMA nationwide operators is likely to grow, which is expected to spur further market growth. We currently attempt to differentiate ourselves from our competitors in the areas of marketing and distribution. The telecom regulator, MPT, has recently issued a new CDMA 800MHz GSM license and a CDMA 450 limited wireless local loop license. Currently there is no expectation that MPT will issue further licenses. MPT is also expected to issue new regulations governing mergers and acquisitions among operators emerging as dominant players over the coming years.

Pakistan

        Pakistan suffers from internal political disputes, low levels of foreign investment, and a costly, ongoing confrontation with neighboring India. Pakistan's economic prospects, although still marred by poor human development indicators, continued to improve in 2002 following unprecedented inflows of foreign assistance beginning in 2001. Foreign exchange reserves have grown to record levels, supported largely by fast growth in recorded worker remittances. Trade levels rebounded after a sharp decline in late 2001. The government has made significant inroads in macroeconomic reform since 2000, but progress is beginning to slow. Although it is in the second year of its $1.3 billion IMF Poverty Reduction and Growth Facility, the government continues to require waivers for politically difficult

35


reforms. Long-term prospects remain uncertain as development spending remains low, regional tensions remain high, and political tensions weaken Pakistan's commitment to lender-recommended economic reforms. GDP growth will continue to hinge on crop performance; dependence on foreign oil leaves the import bill vulnerable to fluctuating oil prices; and efforts to open and modernize the economy remain uneven.

        Pakistan is our largest market in terms of population. We have two distinct cellular operations in Pakistan, Pakcom Limited ("Pakcom") which we formed in 1990, and Paktel Limited ("Paktel"), which we acquired in November 2000. We manage these operations separately, addressing different market segments with different brands. We have consolidated our support and infrastructure functions to take advantage of available synergies. Following Paktel's receipt of a GSM license and the allocation of the necessary frequency, in the near term, growth is expected in our cellular operation in Paktel.

    Pakistan—Pakcom

        We have a 61.3% equity interest in Pakcom. MIC's partners in Pakcom are Grand Canyon Corporation, Arfeen International and members of the Arfeen family, which together own 38.7% of the equity.

        In early 1990, Pakcom was granted a license to operate a cellular telephone network throughout Pakistan. In 1999, Pakcom received regulatory approval to operate digital services under its existing license. Pakcom's license expires in April 2005 and is renewable thereafter. In April 2004, the government issued two new 15 year licenses with frequencies of 13.6 MHZ to two new entrants, Telenor and Space Telecom, by public auction for $291 million each. Pakcom has obtained a letter from the Pakistan Telecommunications Authority ("PTA") stating its intention to renew Pakcom's licenses subject to certain conditions, including the payment of renewal fees and the application to the renewed license of the same terms and conditions that apply to new licenses issued through open bids, including the dates of issuance and expiry of the license. Because renewal fees are based on frequency allocation, MIC estimates that it will be required to pay a maximum of $214 million as part of the renewal process. The payment terms of the renewal fees are currently under negotiation. Pakcom currently pays a royalty to the Pakistan Telecommunications Authority at the rate of 1.5% of gross sales revenues (net of leased circuit and public switched telephone network charges paid to Pakistan Telecommunications Company Limited ("PTCL")), which is payable quarterly in arrears.

        Pakcom launched commercial service, providing analog services, in December 1990. Pakcom implemented the digitalization of its cellular network and launched TDMA services in Karachi in October 2000. As of December 31, 2003, Pakcom's network consisted of 198 cell sites, covering approximately 45% of the population.

        In December 2000, the government of Pakistan implemented calling party pays. End-user tariffs in Pakistan are subject to price caps set by the Pakistan Telecommunications Authority.

        Pakcom and Paktel currently have two other competitors in the cellular telephony market in Pakistan: Pakistan Mobile Communications (Private) Limited ("PMCL"); and Pakistan Telecommunications Mobile Limited ("PTML"), a subsidiary of PTCL. PMCL and PTML each operate a GSM network. According to EMC, as of December 31, 2003, Pakcom and Paktel had a combined number two market position behind PMCL. We presently compete in this market primarily on the basis of network coverage and pricing. Although the local regulator, PTCL, has taken steps over the course of the last 9 years to become privatized, it is uncertain when the privatization will be completed and whether it will result in a division of the PTCL between mobile and fixed line. Such privatization could impact interconnect pricing and cross-subsidization. Recent government policy initiatives on deregulation and mobile telephony are expected to result in further market liberalization.

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        In 2000, Pakcom was granted the frequencies required to launch high-speed cellular data services. Pakcom has entered into an agreement on an arm's length basis with Telecard, an affiliate of one of Pakcom's individual shareholders, to allow Telecard to operate a mobile virtual network using these frequencies.

    Pakistan—Paktel

        We have a 98.9% equity interest in Paktel, which we acquired in November 2000.

        Paktel was granted a license in early 1990 to operate a cellular telephone network throughout Pakistan. In October 2002, Paktel was granted a modification to its license, allowing it to operate a GSM network. The Frequency Allocation Board has awarded Paktel the necessary frequency.

        Under the terms of the modification to its license, Paktel is required to submit to the Pakistan Telecommunications Authority a roll-out plan, subject to commercial and economic viability, for investment amounting to $150 million over a period of three years. Following the award of the necessary frequency in September 2003, Paktel expects to submit shortly a roll-out plan in accordance with those terms.

        Paktel's license expires in April 2005 and is renewable thereafter. In April 2004, the government issued two new 15 year licenses with frequencies of 13.6 MHZ to two new entrants, Telenor and Space Telecom, by public auction for $291 million each. Paktel has obtained a letter from the Pakistan Telecommunications Authority ("PTA") stating its intention to renew Paktel's licenses subject to certain conditions, including the payment of renewal fees and the application to the renewed license of the same terms and conditions that apply to new licenses issued through open bids, including the dates of issuance and expiry of the license. Because renewal fees are based on frequency allocation, MIC estimates that it will be required to pay a maximum of $214 million as part of the renewal process. The payment terms of the renewal fees are currently under negotiation. Pakcom currently pays a royalty to the Pakistan Telecommunications Authority at the rate of 1.5% of gross sales revenues (net of leased circuit and public switched telephone network charges paid to Pakistan Telecommunications Company Limited ("PTCL")), which is payable quarterly in arrears.

        Paktel launched commercial service in 1990. In April 2001, Paktel commenced offering prepaid services under the brand name Tango. As of December 31, 2003, Paktel's network consisted of 85 cell sites, covering approximately 45% of the population. Paktel expects to build out a GSM network and to introduce GSM services in the first half of 2004.

Cambodia

        Cambodia's economy slowed dramatically in 1997–1998 due to the regional economic crisis, civil violence, and political infighting. Foreign investment and tourism fell off. In 1999, the first full year of peace in 30 years, progress was made on economic reforms and growth resumed at 5.0%. Despite severe flooding, GDP grew at 5.0% in 2000, 6.3% in 2001, and 5.2% in 2002. Tourism was Cambodia's fastest growing industry, with arrivals up 34% in 2000 and up another 40% in 2001 before the September 11, 2001 terrorist attacks in the US. Even given these growth figures, the long-term development of the economy after decades of war remains a challenge. The population lacks education and productive skills, particularly in the rural areas, which suffer from an undeveloped infrastructure. Fear of renewed political instability and corruption within the government discourage foreign investment and delay foreign aid. The government is addressing these issues with assistance from bilateral and multilateral donors.

        We have a 58.4% equity interest in CamGSM Company Limited ("CamGSM"). The remaining 41.6% of CamGSM is owned by a Cambodian company, Royal Group of Companies Ltd ("RGC") (38.5%) and a private business partner, Mr. M.A. Zaman (3.1%). MIC and RGC entered into a joint

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agreement in November 1997 to operate a GSM mobile cellular telephony network throughout Cambodia. Pursuant to this agreement, MIC and RGC appoint four and three directors, respectively, and one director as Chairman and Vice-Chairman, respectively, of CamGSM. The board decides major issues such as approving the annual business plan, approving any distribution of profits, the employment of senior officers, and termination and liquidation of CamGSM, subject to shareholder approval. RGC is responsible for the provision of business facilities and assisting the joint venture in obtaining government licenses and approvals. MIC is entitled to a 62.3% profit distribution with 34.4% to RGC and 3.3% to Mr. M.A. Zaman, respectively. Because the shareholders' meeting requires minority shareholder participation, and because the board meeting requires the participation of the board representative of the minority shareholder, the minority shareholder can effectively block the vote at both the shareholders' and board meetings by not participating in the meeting. MIC therefore accounts for this operation as a joint venture.

        On April 20, 1996, CamGSM was awarded a 25-year license to operate a nationwide GSM cellular network, the first such license granted in that country. The annual license fee payable to the Ministry of Posts and Telecommunications of Cambodia ("MPTC") for the years 1999 to 2001 was 10% of gross revenue, net of interconnection and certain other charges. This fee increased to 15% from 2002 onwards.

        The operation commenced commercial service in Phnom Penh in March 1997, and coverage has been expanded significantly to cover five regional capitals as well as all provinces and major towns. We are the only operator with coverage in all provinces and major towns.

        CamGSM's network is based upon the GSM standard. As of December 31, 2003, CamGSM's network consisted of 135 cell sites covering approximately 19.4% of the population.

        Cambodia has a calling party pays system.

        CamGSM currently has two principal competitors in the cellular telephony market in Cambodia, each of which operates a GSM network: Shinawatra; and CaSaCom, a joint venture between Samart and Telecom Malaysia. According to EMC, as of December 31, 2003, CamGSM had the number one market position. Coverage in the provinces and major towns is a principal area of competition relative to other market participants. MPTC currently functions as both a regulator and operator in Cambodia, and there have been recent efforts to revise the Law on Telecommunications to provide for a separate and independent regulatory body.

        In addition to our cellular telephony operation, since November 2000, we also operate an international gateway in Cambodia, under the name Royal Telecam International Limited ("Telecam"), facilitating both incoming and outgoing international traffic. The license is for 25 years from November 2000, subject to renewal for an additional five-year period. MIC owns 57% of Telecam with the remaining 43% owned by a Cambodian company and a private business partner. The license fee is 51% of gross revenues, net of interconnection and accounting/settlement rates. Telecam's joint venture arrangements are similar to those of CamGSM. MIC accounts for its operations in Cambodia as a joint venture.

        Since January 2001, we have also provided cellular broadband services in certain cities in Cambodia and, through a joint venture with the Cambodian Ministry of Information, broadcast-to-air UHF television services.

Sri Lanka

        In 1977, Sri Lanka abandoned statist economic policies and its import substitution trade policy for market-oriented policies and export-oriented trade. Sri Lanka's most dynamic sectors now are food processing, textiles and apparel, food and beverages, telecommunications, and insurance and banking. By 1996 plantation crops made up only 20% of exports (compared with 93% in 1970), while textiles

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and garments accounted for 63%. GDP grew at an average annual rate of 5.5% in the early 1990s until a drought and a deteriorating security situation lowered growth to 3.8% in 1996. The economy rebounded in 1997–2000 with average growth of 5.3%, but 2001 saw the first contraction in the country's history, (1.4%), due to a combination of power shortages, severe budgetary problems, the global slowdown, and continuing civil strife. Growth recovered to 3.2% in 2002. About 800,000 Sri Lankans work abroad, 90% in the Middle East. They send home about $1 billion a year.

        Tensions between the Sinhalese majority and Tamil separatists erupted in violence in the mid-1980s, and the ethnic war continues to fester. After two decades of fighting, the government and Liberation Tigers of Tamil Eelam began a ceasefire in December 2001, with Norway brokering peace negotiations, and a joint accord was entered into in 2002.

        We have a 99.99% equity interest in Celltel Lanka (Private) Limited ("Celltel"). The remaining equity interest in Celltel is held by four local individuals.

        Celltel has a license to operate a cellular telephone network, which expires in 2008, covering the entire country. This license was a renewal of Celltel's initial license that was granted in 1988 and expired in 1995. An annual license fee is payable to the Telecommunications Regulatory Commission of Sri Lanka ("TRCSL").

        Celltel operates an analog network and a digital network and in 2000 launched GSM services. The present network covers almost all the major towns in Sri Lanka, including the Greater Colombo area, Kandy, Galle, Kurunegala and Nuwara Eliya. As of December 31, 2003, Celltel's network consisted of 131 cell sites, covering approximately 46% of the population.

        Sri Lanka currently has a mobile party pays system and is expected to adopt a calling party pays system in mid 2004.

        Celltel currently has three competitors in the cellular telephony market in Sri Lanka: Dialog-MTN Networks, which operates a GSM network and in which Telekom Malaysia is a shareholder; Mobitel, which operates an AMPS and GSM network and in which Sri Lanka Telecom, the national fixed line operator is a shareholder; and Lanka Cellular, which operates both an analog and a GSM network and in which Hutchison Whampoa is a shareholder. According to EMC as of December 31, 2003, Celltel had the number two market position behind Dialog-MTN Networks. We compete with other operators primarily on the basis of branding and distribution. The introduction of calling party pays is expected to boost market growth, although it is uncertain when this will occur given the recent change in government.

        Pursuant to arrangements with the Board of Investment, Celltel has had a tax-free holiday since 1998, during which period it has been exempt from corporate tax. Under the present arrangement, Celltel's tax-free holiday expires in 2008. Celltel has the option of applying for a further five-year extension of the tax-free holiday.

        In addition to our cellular telephony operation, since early 2003, we have also operated an international gateway in Sri Lanka, facilitating both incoming and outgoing international traffic. The license is for 10 years from 2003.

Lao People's Democratic Republic

        The government of Laos, one of the few remaining official Communist states, began decentralizing control and encouraging private enterprise in 1986. As a result, growth averaged 7% in 1988–2001 except during the period of the Asian financial crisis beginning in 1997. Despite this high growth rate, Laos remains a country with an undeveloped infrastructure; it has no railroads, a rudimentary road system, and limited external and internal telecommunications. Electricity is available in only a few urban areas. Subsistence agriculture accounts for half of GDP and provides 80% of total employment.

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The economy will continue to benefit from aid from the IMF and other international sources and from new foreign investment in food processing and mining.

        We have a 78% equity interest in our most recent start-up, Millicom Lao Co. Ltd. ("Millicom Lao"), a joint venture to provide cellular telephone service in Lao People's Democratic Republic ("Laos"). The Laotian Ministry of Communications, Posts, Transports and Construction ("MCPTC") owns the remaining 22%.

        In January 2002, we were awarded a 20-year license to operate in Laos. The annual license fee is $100,000 per year plus 2% of net airtime revenues. The joint venture commenced operations in April 2003 and offers only prepaid services.

        Millicom Lao operates a digital network based upon the GSM standard, with coverage in three major cities, including the capital city. Millicom Lao is currently in the process of rolling out its network to other main urban centers. As of December 31, 2003, the Millicom Lao's network consisted of 21 cell sites covering approximately 6.7% of the population.

        Laos has a calling party pays system.

        We compete with three other GSM operators in Laos: Laos Telecommunications Company, a joint venture between Shinawatra and the government of Laos; and ETL, which is wholly owned by the government of Laos. In addition, a virtual mobile network operator, LAT, offers services using ETL's network. According to EMC, as of December 31, 2003, our Laos joint venture had the number two market position behind Laos Telecommunications Company. We expect to continue expanding out network coverage in line with our competitors. The local regulator, MCPTC, functions as both regulator and operator.

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MIC LATIN AMERICA

Background

        MIC Latin America consists of MIC's cellular operations in Guatemala, Honduras, El Salvador, Bolivia and Paraguay. MIC Latin America's licenses cover approximately 40.6 million people as of December 31, 2003.

Guatemala

        During the second half of the 20th century, Guatemala experienced a variety of military and civilian governments as well as a 36-year guerrilla war. In 1996, the government signed a peace agreement formally ending the conflict, which had led to the death of more than 100,000 people and had created some 1 million refugees. The agricultural sector accounts for about one-fourth of GDP, two-thirds of exports, and half of the labor force. Coffee, sugar, and bananas are the main products. Former President Arzu (1996–2000) worked to implement a program of economic liberalization and political modernization, which President Portillo has largely continued. The 1996 signing of the peace accords, which ended the civil war, removed a major obstacle to foreign investment, but the corruption associated with the Portillo administration has dampened investor confidence. The distribution of income remains unequal, with approximately 75% of the population below the poverty line. Ongoing challenges include increasing government revenues, negotiating further assistance from international donors, upgrading both government and private financial operations, and narrowing the trade deficit.

        We have a 55% equity interest in Comunicaciones Celulares S.A. ("Comcel Guatemala"). Comcel Guatemala's other stockholders are Miffin Associates Corp., owning 35%, and Arkade International Inc., owning 10%. The board of directors contains five member positions, of which three are appointed by MIC. A unanimous vote of the board is required for certain substantial operating decisions, including any significant changes in the budget, the appointment of the general manager and other senior officers and the determination of officers' salaries. A quorum for the shareholders' meeting consists of 85% of the voting shares, and the majority of resolutions require an 80% majority. MIC does not have a controlling interest in Comcel Guatemala, as a number of operating decisions require the vote of the minority shareholders. Therefore, MIC accounts for its operation in Guatemala as a joint venture.

        From January 1990, Comcel Guatemala had a concession to operate a cellular telephone network, and in March 2003 it purchased a license for a period of 15 years ending 2018, which is renewable thereafter. Comcel Guatemala also has a license to offer international long-distance services, ISP and local services.

        Comcel Guatemala launched commercial service in October 1990. The cellular telephone network currently covers most of the country. Comcel Guatemala operates both an analog network and a digital network, which is based on the TDMA standard. As of December 31, 2003, Comcel Guatemala's network consisted of 264 cell sites. Comcel Guatemala plans to migrate to GSM in 2004.

        Guatemala has a calling party pays system. Comcel Guatemala has entered into interconnection arrangements with Telgua, the former PTT, and with 18 other local and international operators. The interconnection charges are subject to adjustment by mutual agreement between the parties.

        Comcel Guatemala currently has three competitors in the cellular telephony market in Guatemala: Sercom, which operates a GSM and a CDMA network and is controlled by América Movil; Consultora de Inversiones BSC Comunicaciones y Cia, which operates a digital network based on the CDMA standard and in which BellSouth is a shareholder; and Telefónica Centroamérica Guatemala, which operates a digital network based on the CDMA standard and is wholly owned by Telefónica Móviles. During the first quarter of 2003, two new licenses were granted to potential entrants, including a license to operate a network in the GSM 900 Mhz frequency band. The licenses allow the purchaser to

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provide cellular services nationwide. Neither of the operators who were recently awarded licenses have commenced operations. According to EMC, as of December 31, 2003, Comcel Guatemala had the number two market position behind Sercom. Our principal areas of competition in this market are in the areas of marketing and distribution. Guatemala has a liberalized telecommunications market. Regulation by the PTT of access charges and interconnect prices are in place.

Honduras

        After two and one-half decades of mostly military rule, a freely elected civilian government came to power in 1982. During the 1980s, Honduras was a haven for anti-Sandinista contras fighting the Marxist Nicaraguan Government and an ally to Salvadoran Government forces fighting against leftist guerrillas. The country was devastated by Hurricane Mitch in 1998, which killed about 5,600 people and caused almost $1 billion in damage. Honduras anticipates expanded trade privileges, such as a suspension in import tariffs for certain goods manufactured in Honduras, under the Enhanced Caribbean Basin Initiative and debt relief under the Heavily Indebted Poor Countries initiative. While the country has met most of its macroeconomic targets, it failed to meet the IMF's goals to liberalize its energy and telecommunications sectors. Growth remains dependent on the status of the US economy, its major trading partner, on commodity prices, particularly coffee, and on reduction of the high crime rate.

        Pursuant to a shareholders' agreement, we have a 50% economic interest in Telefónica Celular S.A. ("Celtel"). The other shareholders are Motorola Inc. ("Motorola") and Proempres Panama S.A. ("Proempres"). On January 23, 1995, Millicom, Motorola and Proempres entered into a shareholders agreement to provide a cellular-radio-telephone system in Honduras. Pursuant to this agreement, Millicom holds directly 25% of the shares in Celtel and another shareholder holds 25% on Millicom's behalf, with any risks and benefits deriving therefrom, as described below, accruing to Millicom. Pursuant to the agreement, Millicom holds two of the four positions on the board of directors of Celtel while Motorola and Proempres each hold one. The president of the board of directors, who does not hold special voting rights, is appointed by rotation with Millicom exercising two appointments in turn and the other shareholders exercising one each. Each board member receives one vote. The board is responsible for establishing financial and business objectives, approving Celtel's annual long-term business plan and budget, approving significant or long-term contracts, including any significant indebtedness and the granting of security interests in the assets of Celtel, approving material transactions or agreements between Celtel and any of its officers, directors or the general manager, and offering, redeeming or canceling shares. Although a majority vote is necessary to pass shareholder decisions, the minority shareholders have substantive participation rights, including the right to appoint the president of the board in turn and to vote on certain operating and capital decisions as described above. Millicom therefore accounts for its operation in Honduras as a joint venture.

        In 1996 Celtel was awarded a 10-year cellular license for the Republic of Honduras. Celtel paid a license fee of $5.1 million to the Honduran government for the license. The license has since been extended until 2021, subject to the payment of a fee in 2006, which we expect will be nominal. MIC cannot guarantee that this fee will be on terms acceptable to us.

        The operation commenced commercial service in September 1996. Celtel operates both an analog network and a digital network, which is based on the CDMA standard. As of December 31, 2003, Celtel's network consisted of 93 cell sites, covering approximately 49.2% of the population. Celtel intends to migrate to GSM in 2004.

        Honduras has a calling party pays system.

        Megatel, majority owned by a local Honduras investor launched a GSM network in October 2003 in urban areas. In addition, a third operator may enter the market in early 2006, following the award of a license by the Honduran government. We consider our distribution network to be a primary source of

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competition in relation to our competitors. The international access monopoly in Honduras continues to date, and regulation of access charges and interconnect rates by the National Telecoms Regulator are in place.

El Salvador

        A 12-year civil war, which cost about 75,000 lives, was brought to a close in 1992 when the government and leftist rebels signed a treaty that provided for military and political reforms. In recent years, this Central American economy has been suffering from a weak tax collection system, factory closings, the aftermaths of Hurricane Mitch of 1998 and the devastating earthquakes of early 2001, and weak world coffee prices. On the other hand, inflation has fallen to single digit levels, and total exports have grown substantially. The trade deficit has been offset by annual remittances of almost $2 billion from Salvadorans living abroad and by external aid. The US dollar is now the legal tender. Because competitor countries have fluctuating exchange rates, El Salvador faces the challenge of raising productivity and lowering costs.

        On September 15, 2003, MIC's operation in El Salvador, Telemóvil, entered into a share purchase agreement with the minority shareholders of Telemóvil. The agreement provides for the acquisition by Telemóvil of 30% of its own shares for a consideration of $70 million payable over a period of a maximum of 6 years and an annual dividend premium of $1 million, with a corresponding net present value of $67,371,000. Of this amount $16 million was paid in cash at the closing of the transaction. The payment of the acquisition price is guaranteed by MIC. During this period Telemóvil has an ownership interest in 30% of its own shares, while the record title remains with an escrow agent for the benefit of the minority shareholders pending the final settlement date. Based on this agreement, MIC regained control and began consolidating Telemóvil at 100% since September 15, 2003. The legal ownership interest of MIC remains at 70% until the final settlement date. Telemóvil's license contract was signed in September 1991 for a 15-year period. The license is automatically renewable for successive five-year periods after the initial 15-year period in the absence of default by Telemóvil under the license conditions.

        Telemóvil currently operates a digital network based on the TDMA standard. As of December 31, 2003, Telemóvil's network consisted of 169 cell sites covering approximately 90% of the population. We intend to migrate to the GSM standard in 2004.

        El Salvador has a calling party pays system.

        Telemóvil currently has three competitors in the cellular telephony market in El Salvador: Telefónica Móviles El Salvador, which operates a digital network based on the CDMA standard and is controlled by Telefónica Móviles; CTE Telecom Personal, which operates a GSM network and in which America Movil recently acquired a majority stake; and Digicel which operates a GSM network. In addition, another license has been granted to a potential entrant. According to EMC, as of December 31, 2003, Telemóvil had the number one market position. We believe that GSM migration will allow us to compete effectively with other operators. El Salvador has a fairly liberalized telecommunications market. Regulation of access charges and interconnect prices by the National Telecoms Regulator are in place. Access charges are negotiated among operators.

Bolivia

        Bolivia made considerable progress in the 1990s toward the development of a market-oriented economy. Successes under President Sanchez de Lozada (1993-97) included the signing of a free trade agreement with Mexico and becoming an associate member of the Southern Cone Common Market, as well as the privatization of the state airline, telephone company, railroad, electric power company, and oil company. Growth slowed in 1999, in part due to government budget policies, which limited appropriations for anti-poverty programs, and the fallout from the Asian financial crisis. In 2000, civil

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disturbances limited growth to 2.5%. Bolivia's GDP failed to grow in 2001 due to the slowdown in global and domestic activity. Growth picked up slightly in 2002, but 2003 saw protests and loss of confidence in the government. Bolivia will remain dependent on foreign aid unless and until it can develop its substantial natural resources.

        We have a 100% equity interest in Telecel, which has a license to operate a nationwide cellular telephone network. The license is valid until November 2015. Although the license was initially awarded to cover only La Paz, in May 1997, Telecel received an extension of the license to cover the entire country. The license establishes a "price cap" mechanism for interconnection charges and services between telecommunications operators and provides for charges on the use of frequencies. Telecel pays a concession fee for access to the fixed-line network equal to 1% of the monthly net recurring subscriber revenue generated from the three main cities of La Paz, Cochabamba and Santa Cruz and a regulatory fee to the telecommunications regulatory authority equal to 1% of the total monthly gross recurring revenue.

        Telecel currently operates both an analog network and a digital network, which is based on the TDMA standard. Telecel's coverage includes eight of the nine districts in the country, including La Paz, Santa Cruz (including Puerto Suarez), Cochabamba, Sucre, Beni, Potosi, Taraija and Oruro. As of December 31, 2003, Telecel's network consisted of 187 cell sites, covering approximately 59.6% of the population.

        Bolivia has a calling party pays system.

        Telecel currently has two principal competitors in the cellular telephone market in Bolivia: Movil de Entel, the mobile subsidiary of Entel, which is a joint venture between Telecom Italia and the Bolivian government; and NuevaTel, a joint venture between Western Cellular and a local telephone company. Movil de Entel began providing cellular service in the last quarter of 1996. It currently operates a GSM network as well as a TDMA network. In 2000, NuevaTel won a license for GSM services which it commenced providing in 2001. According to EMC, as of December 31, 2003, Telecel had the number two market position behind Movil de Entel. Telecel's distribution and sales network are primary areas of competition with other market participants. The telecommunications market in Bolivia was opened to competition in 2002 as a result of long distance and local services deregulation, after five years of exclusivity privileges afforded to fixed long distance and local services operators. Mobile cellular and personal communications services have been open to competition since 1996. New telecommunications and competition regulations are still under discussion and are expected to be issued in September 2004.

        In November 2001, Bolivia deregulated its long-distance market, and Telecel signed a 40-year concession to provide long-distance services throughout the country. In February 2002, Telecel began offering both national and international long-distance services. The long-distance license imposes certain network coverage requirements and is subject to a regulatory fee of 1% of monthly gross revenue.

        Telecel is currently in breach of certain financial covenants under its financing agreements. To date, Telecel has made all installment repayments due under these financing agreements. Telecel has entered into a standstill agreement with each of the lenders under these facilities. See "Operating and Financial Review and Prospects—Liquidity and Capital Resources—Operational Financing".

Paraguay

        The 35-year military dictatorship of Alfredo Stroessner was overthrown in 1989, and, despite a marked increase in political infighting in recent years, relatively free and regular presidential elections have been held since then. Paraguay has a market economy marked by a large informal sector. The informal sector features both reexport of imported consumer goods to neighboring countries as well as

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the activities of thousands of microenterprises and urban street vendors. Because of the importance of the informal sector, accurate economic measures are difficult to obtain. A large percentage of the population derives their living from agricultural activity, often on a subsistence basis. The formal economy grew by an average of about 3% annually in 1995–97; but GDP declined slightly in 1998, 1999, and 2000, rose slightly in 2001, only to fall again in 2002. On a per capita basis, real income has stagnated at 1980 levels. Most observers attribute Paraguay's poor economic performance to political uncertainty, corruption, lack of progress on structural reform, substantial internal and external debt, and deficient infrastructure.

        We have a 96% equity interest in Telefónica Celular del Paraguay S.A. ("Telecel Paraguay"), and one local partner owns the remaining 4%.

        In July 1991, Telecel Paraguay was awarded a license to build, maintain and operate a cellular telephone network. The license now covers the entire country. Telecel Paraguay's license was originally for a 10-year period ending in 2001. In December 2000, the license was renewed for a further five years, expiring in September 2006, and it is renewable for successive 5-year periods subject to Telecel Paraguay's commitment to further investments. Telecel Paraguay will launch GSM service in 2004. The license has no limitations on technology, and therefore implementing a GSM network requires no regulatory approval. In December 1997, Telecel Paraguay was also awarded a license for digital personal communications services, which covers the whole of Paraguay. The license was renewed in January 2003 for a period ending November 2007.

        Telecel Paraguay currently operates both an analog network and a digital network, which is based on the TDMA standard. As of December 31, 2003, Telecel Paraguay's network consisted of 178 cell sites covering approximately 60% of the population.

        Paraguay has a free market in terms of prices for telecommunications services to end users. Only changes in charges for interconnection to the fixed line operator and other mobile operators included in license arrangements and interconnection among cellular operators are subject to prior approval from the telecommunications authority. The license arrangements include interconnection facilities to the wire-line network at standard charges. The regulator is currently reviewing mobile interconnection rates and a reduction is expected beginning in 2005. Telecel Paraguay expects that the impact on its pricing advantage for in-network calls will be balanced by an increase in market volumes and penetration levels in the rural areas. In addition, our migration to GSM is expected to provide us with further opportunities to strengthen our competitive position. The Telecommunications Law of 1995, which governs Paraguay's telecommunications market, provides for the deregulation of telecommunications services. However, there is only one fixed line telephone operator which also holds the exclusive license for international services including telephone and data. Interconnection charges between telephone operators, fixed and mobile, are negotiated among operators according to specific rules (LRIC, or long run incremental costs) and subject to prior approval from the telecommunications authority. The regulator is currently reviewing interconnection rates to fixed and mobile operators and a reduction is expected in 2004.

        Telecel Paraguay currently has three competitors in the cellular telephony market in Paraguay: Núcleo, which operates a digital network in the TDMA standard and in which Telecom Argentina is a shareholder; Hola Paraguay, which operates a GSM network; and HT Paraguay, which operates a GSM network and in which Hutchison Whampoa is a shareholder. Núcleo is planning a GSM migration in 2004. According to EMC, as at December 31, 2003, Telecel Paraguay had the number one market position. Two new licenses have been issued but the licensees have not yet commenced operations. Telecel Paraguay does not expect these licenses to become operational due to the high level of competition in the market and the limited profitability levels for new entrants.

        Telecel Paraguay also provides broadband and dial-up Internet services in Paraguay under the brand "Telesurf". As at December 31, 2003, Telesurf was one of the leading Internet service providers

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in Paraguay in terms of subscribers. In addition, since May 2000, we have provided data transmission services in Paraguay.

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MIC AFRICA

Background

        MIC Africa consists of MIC's cellular operations in Senegal, Tanzania, Ghana, Mauritius and Sierra Leone. MIC Africa's licenses cover approximately 74.8 million people as of December 31, 2003.

Senegal

        In January 1994, Senegal undertook an economic reform program with the support of the international donor community. This reform began with a 50% devaluation of Senegal's currency, the CFA franc, which was linked at a fixed rate to the French franc. Government price controls and subsidies have been steadily dismantled. After seeing its economy contract by 2.1% in 1993, conditions improved as a result of the reform program, with real growth in GDP averaging 5% annually during 1995–2002. Annual inflation, which had been less than 1%, rose to an estimated 3.3% in 2001 and 3.0% in 2002. Investment rose steadily from 13.8% of GDP in 1993 to 16.5% in 1997. As a member of the West African Economic and Monetary Union, Senegal is working toward greater regional integration with a unified external tariff. Senegal also realized full Internet connectivity in 1996, creating a miniboom in information technology-based services. Private activity now accounts for 82% of GDP. In 2003, GDP will probably again grow at about 5%. However, Senegal faces long-term unemployment, trade union militancy, juvenile delinquency, and drug addiction.

        We have a 75% equity interest in SentelGSM. The remaining 25% of SentelGSM is owned by a local businessman, Mr. Pape Abdoul Ba.

        In July 1998, SentelGSM was awarded a GSM license for The Republic of Senegal. The license, awarded for a period of 20 years, is renewable every five years thereafter. The license required no initial payment; however, there is an annual administrative fee of approximately $100,000 in addition to a $16,000 annual fee per used channel frequency.

        The venture commenced operations in April 1999 and currently only offers a prepaid product.

        SentelGSM operates a digital network based upon the GSM standard. As of December 31, 2003, SentelGSM's network consisted of 55 cell sites covering approximately 60% of the population.

        Senegal has a calling party pays system.

        SentelGSM currently has only one other competitor in the cellular telephony market in Senegal, Sonatel Mobiles, which is operated by Sonatel Mobile, a branch of Sonatel, the local privatized PTT and in which France Telecom is a shareholder. Sonatel Mobiles operates a GSM network. According to EMC, as of December 31, 2003 SentelGSM had the number two market position. A third license is in the process of being granted. We currently attempt to differentiate ourselves from our competitors on the basis of pricing, distribution and customer service. The public telecommunications operator, Sonatel, is partially privatized (40% owned by France Telecom, 51% by the government of Senegal and 9% by individuals). Since 2002 the government has been offering additional licenses for sale. The present regulatory agenda is focused on possible changes in interconnect rates effective April 2004.

Tanzania

        Shortly after independence, Tanganyika and Zanzibar merged to form the nation of Tanzania in 1964. One-party rule came to an end in 1995 with the first democratic elections held in the country since the 1970s. Zanzibar's semi-autonomous status and popular opposition have led to two contentious elections since 1995, which the ruling party won despite international observers' claims of voting irregularities. The economy depends heavily on agriculture, which accounts for half of GDP, provides 85% of exports, and employs 80% of the work force. Topography and climatic conditions, however, limit cultivated crops to only 4% of the land area. Industry was traditionally based on the processing of

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agricultural products and light consumer goods. The World Bank, the International Monetary Fund, and bilateral donors have provided funds to rehabilitate Tanzania's economic infrastructure and to alleviate poverty. Growth in 1991–2002 included a pickup in industrial production and a substantial increase in output of minerals, led by gold. Oil and gas exploration and development played an important role in this growth. Recent banking reforms have helped increase private sector growth and investment. Continued donor support and solid macroeconomic policies should support continued real GDP growth of 5% in 2003.

        We have a 57% equity interest in MIC Tanzania Limited ("MIC Tanzania"). Our joint venture partners are Ultimate Communications Ltd., a private Tanzanian company, and a government entity. In February 2004, MIC acquired an additional 26% equity interest in MIC Tanzania from The Tanzanian State.

        In 1993, MIC Tanzania acquired a 15 year license to operate a cellular telephone network in the United Republic of Tanzania. In November 2003 the term of the license was changed to 25 years. The modified license expires in 2018. MIC Tanzania currently pays a royalty of 1% of airtime revenue (reduced from 5% in 2002) and cellular frequency fees based on the allocated number of frequencies, which are dependent upon the number of cell sites. The license was re-issued in 2001 with additional frequency ranges.

        Analog cellular service became operational in September 1994, and in September 2000 MIC Tanzania launched its GSM network. MIC Tanzania operates both an analog network and a digital network, which is based upon the GSM standard. As of December 31, 2003, MIC Tanzania's network consisted of 122 cell sites, covering approximately 10% of the population. MIC Tanzania currently provides coverage to all major urban areas and a substantial number of rural areas and Zanzibar. MIC Tanzania plans to add eight new coverage sites and increase capacity in main regional centers.

        Tanzania has a calling party pays system.

        MIC Tanzania currently has two principal competitors in the cellular telephony market in Tanzania: Vodacom Tanzania which operates a GSM network; and Celtel Tanzania, which also operates a GSM network and is a subsidiary of Tanzania Telecommunications Company Limited ("TTCL"), the privatized former PTT. In 1999 and 2000, three new licenses were issued, of which one, Zanzibar Telecom, commenced operations on the island of Zanzibar in 1999. In 2000, Vodacom Tanzania commenced operations and has rapidly built-out its network to provide coverage in most of the areas covered by MIC Tanzania. According to EMC, as of December 31, 2003, MIC Tanzania had the number two market position behind Vodacom Tanzania. We presently compete with other operators principally in the areas of pricing and competitive coverage. The Tanzanian Communications Regulatory Authority ("TCRA") is expected to establish new interconnect rates in 2004 and telecommunications deregulation is anticipated in 2005.

        MIC Tanzania has recently won a claim against TTCL in the amount of $13,000,000 for interconnection charges accrued but not paid prior to the privatization. As of December 31, 2003, MIC has received $900,000 of this amount. Although we continue to be in discussions regarding payment of the remaining amount owed to us, we cannot assure you that we will recover the full amount.

Ghana

        Well endowed with natural resources, Ghana has roughly twice the per capita output of the poorer countries in West Africa. Even so, Ghana remains dependent on international financial and technical assistance. Gold, timber, and cocoa production are major sources of foreign exchange. The domestic economy continues to revolve around subsistence agriculture, which accounts for 36% of GDP and employs 60% of the work force, mainly small landholders. Ghana opted for debt relief under the

48


Heavily Indebted Poor Country program in 2002. Policy priorities of the current government include tighter monetary and fiscal policies, accelerated privatization, and improvement of social services.

        We have a 100% equity interest in Millicom (Ghana) Ltd., having increased our shareholding from 70% to 100% in mid-2002. We granted a call option regarding the 30% equity stake, which may be exercised from June 2005 to June 2007 at an exercise price of $190,000.

        Millicom (Ghana) Ltd, operating under the trade name "Mobitel", currently has a license to operate analog cellular services throughout Ghana. In addition, in 2002 Mobitel obtained a license to operate GSM cellular services throughout the country. The government of Ghana and the country's telecommunications operators are currently in discussions regarding the issuance of new licenses to replace existing ones. We expect the new license to have a term of 15 to 25 years, subject to renewal. Although MIC also expects the licenses to have substantially similar terms to our existing license, we cannot guarantee that the replacement license will be awarded on terms acceptable to us. Additionally, in 2001 we paid a frequency charge that was determined retrospectively.

        Mobitel commenced operations in May 1992, providing analog cellular services, and in June 2002 successfully launched its GSM network.

        Mobitel operates both an analog network and a GSM network, consisting of 65 cell sites, covering approximately 28% of the population.

        A new interconnection agreement entered into with Ghana Telecom provides that, as from October 1, 2003, the parties will pay interconnection rates that are pegged to the U.S. dollar. As a result, revenues from interconnection and interconnection costs have increased.

        Mobitel currently has three competitors in the cellular telephony market in Ghana: Ghana Telecom, which operates a GSM network; Scancom Ltd., which also operates a GSM network; and Celltel, which operates an analog network. According to EMC, as of December 31, 2003, Mobitel had the number two market position behind Scancom Ltd. Mobitel currently competes with other market participants principally in the areas of pricing and operating costs. The liberalization of the telecommunications market occurred in February 2002, following a partial privatization in 1996. The local PTT, Ghana Telecom, is partially privatized, with 30% owned by Telecom Malaysia and the remaining share held by the government. The regulatory agenda is presently focused on the increase in interconnect rates effective October 2003. The issuance of new licenses and spectrum fees are under discussion.

Mauritius

        Since independence in 1968, Mauritius has developed into a middle-income diversified economy with growing industrial, financial, and tourist sectors. For most of the period, annual growth has been in the order of 5% to 6%. This remarkable achievement has been reflected in more equitable income distribution, increased life expectancy, lowered infant mortality, and a much-improved infrastructure. Sugarcane is grown on about 90% of the cultivated land area and accounts for 25% of export earnings. The government's development strategy centers on foreign investment. Mauritius has attracted more than 9,000 offshore entities, many aimed at commerce in India and South Africa, and investment in the banking sector alone has reached over $1 billion. Mauritius, with its strong textile sector and responsible fiscal management, has been well poised to take advantage of the Africa Growth and Opportunity Act. The government is encouraging foreign investment in the information technology field.

        We have a 50% equity interest in Emtel Limited ("Emtel"). A local partner, Currimjee Jeewanjee & Co. Ltd., owns the remaining 50% of the share capital.

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        In 1989, Emtel was granted a license, which allows it to operate a cellular telephone system covering the entire island. The license was renewed in 1998 and expires in November 2014.

        Emtel commenced operations in May 1989, providing analog cellular services, and in November 1999 launched GSM services.

        Emtel operates a digital network based upon the GSM standard. As of December 31, 2003, Emtel's network consisted of 75 cell sites covering approximately 98% of the population.

        Emtel pays interconnection charges to Mauritius Telecom and license fees to the regulatory authority, the Information and Communications Technologies Authority ("ICTA"). Emtel's pricing structure is subject to the ICTA's prior approval.

        Mauritius has a mobile party pays system.

        Emtel currently has only one other competitor in the cellular telephony market in Mauritius, Cellplus Mobile Communications, a government owned telecommunications company which commenced operations during 1996 and currently operates a GSM network. According to EMC, as of December 31, 2003, Emtel had the number two market position. Emtel expects to continue to strengthen its product and distribution network relative to other operators. The regulator, Information and Communication Technologies Authority, is presently focused on tariff rebalancing and establishing interconnect rates. Calling party pays is expected to be implemented in 2004.

Sierra Leone

        Since 1991, civil war between the government and the Revolutionary United Front ("RUF") has resulted in the displacement of more than 2 million people (well over one-third of the population), many of whom are now refugees in neighboring countries. After several setbacks, the end to the 11-year civil war in Sierra Leone may finally be near at hand. With the support of the UN peacekeeping force and contributions from the World Bank and international community, demobilization and disarmament of the RUF and Civil Defense Forces combatants has been completed. National elections were held in May 2002 and the government continues to slowly reestablish its authority.

        Sierra Leone has substantial mineral, agricultural, and fishery resources. However, the economic and social infrastructure is not well developed, and serious social disorders continue to impede economic development, following the civil war. About two-thirds of the working-age population engages in subsistence agriculture. Manufacturing consists mainly of the processing of raw materials and of light manufacturing for the domestic market. Plans continue to reopen bauxite and rutile mines shut down during the conflict. The major source of hard currency consists of the mining of diamonds. The economic outlook depends upon the maintenance of domestic peace and the continued receipt of substantial aid from abroad, which is essential to offset the severe trade imbalance and to supplement government revenues.

        We have a 70% equity interest in Millicom Sierra Leone Limited ("MSL") with the remaining 30% owned by a number of investors.

        In August 2000, MSL acquired a nationwide license to provide GSM cellular telephony in Sierra Leone. The license expires in August 2015.

        MSL commenced operations in late May 2001 and currently operates a prepaid service in all major provinces.

        MSL operates a digital network based upon the GSM standard. As of December 31, 2003, MSL's network consisted of 8 cell sites covering approximately 10% of the population. MSL initially rolled out its operation in Freetown, the capital, with a population of 1.5 million people.

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        MSL currently has only one other competitor in the cellular telephony market in Sierra Leone, Celtel Sierra Leone. According to EMC, as of December 31, 2003, MSL had the number two market position. Our present coverage in the major provinces and our extensive dealer network are primary sources of competition relative to other market participants. We believe there is growth potential as the security situation stabilizes.


OTHER INVESTMENTS

Tele2 AB (formerly named NetCom AB)

        Tele2 AB is an alternative pan-European telecommunications company offering fixed and mobile telephony, as well as data network and Internet services. In August 2003, Millicom Telecommunications, our wholly owned subsidiary through which we hold our interest in Tele2 AB, issued 5% Mandatory Exchangeable Notes which are exchangeable on or before August 7, 2006 into substantially all of our shares of Tele2 AB. For a more detailed description of the offering and the terms of the 5% Mandatory Exchangeable Notes and the related securities lending arrangement entered into in connection with the offering of the 5% Mandatory Exchangeable Notes, see "Operating and Financial Review and Prospects—Liquidity and Capital Resources—Millicom Telecommunications S.A.'s 5% Mandatory Exchangeable Notes".

        The Tele2 AB series B shares underlying the 5% Mandatory Exchangeable Notes have been lent to Deutsche Bank AG London pursuant to a securities lending arrangement. Millicom Telecommunications S.A. is obligated to deliver Tele2 AB series B shares upon exchange of the 5% Mandatory Exchangeable Notes even in the event of a failure of Deutsche Bank AG London to redeliver to Millicom Telecommunications S.A. Tele2 AB series B shares.

        Tele2 AB is listed on the Stockholm Stock Exchange under TEL2A and TEL2B, and on the NASDAQ Stock Market under TLTOA and TLTOB.

        As at December 31, 2003, the Company held 6.1% (2002: 6.8%) of Tele2 AB with a market value of $479,040,000 (2002: $265,571,000).

Argentina

        In 1998, MIC obtained a license to provide fixed wireless data, Internet access and fixed telephony services in Argentina. Millicom Argentina SA ("Millicom Argentina"), in which MIC has a 65% equity interest, launched services in May 2000. The license covers the six largest cities in Argentina, covering approximately 90% of the urban population. Millicom Argentina is focused on providing Internet access and communications for bandwidth intensive applications such as high-speed data transmission and Internet access to small, medium and large sized businesses and home office workers. We intend to exit this business.

Peru

        In July 2000, MIC was awarded a license to provide fixed wireless data, Internet access and fixed telephony services in Peru. The license covers the main nine cities and is valid for a 20-year period with renewal for a similar period. The frequency award is one of three license awards of this type in Peru. MIC is focused on providing Internet access and communications for bandwidth intensive applications such as high-speed data transmission and Internet access to businesses and home office workers. Services were launched in January 2001 in Lima and now cover Chiclayo and Trujillo.

        In May 2002, MIC entered into a concession agreement with the Peruvian government, allowing it to provide long-distance (domestic and international) carrier services. The concession area comprises the states of Ancash, Arequipa, Ica, La Libertad, Lambbayeque, Lima and the constitutional province

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of Callao as well as signals abroad. The concession agreement is for a term of 20 years with renewal for a similar period or partial renewals for five years, not to exceed 20 years.

        We intend to exit these businesses.

Other licenses

        MIC has been actively pursuing further licenses in countries where it has existing cellular networks and strong brand recognition. A fixed wireless license has also been awarded in Venezuela. We do not intend to commence providing services in Venezuela.

Organizational Structure

        Below is a list of MIC's significant subsidiaries and joint ventures as of March 31, 2004, including the name, country of incorporation or residence and proportion of ownership interest.

Name
   Country of residence
   Proportion of
ownership
interest
  
Cam GSM Company Limited   Cambodia   58.4 %
Royal Telecam International Limited   Cambodia   57.0 %
Millicom Lao Co. Ltd.   Lao People's Democratic Republic   78.0 %
Pakcom Limited   Pakistan   61.3 %
Paktel Limited   Pakistan   98.9 %
Celltel Lanka Limited   Sri Lanka   99.9 %
Comvik International (Vietnam) AB   Vietnam   80.0 %
Millicom Argentina SA   Argentina   65.0 %
Telefonica Celular de Bolivia SA   Bolivia   100.0 %
Telemóvil El Salvador SA   El Salvador   70.0 %
Comunicaciones Celulares SA   Guatemala   55.0 %
Telefónica Cellular SA   Honduras   50.0 %
Telefonica Celular del Paraguay SA   Paraguay   96.0 %
Millicom Peru SA   Peru   100.0 %
Millicom (Ghana) Limited   Ghana   100.0 %
Emtel Limited   Mauritius   50.0 %
Sentel GSM   Senegal   75.0 %
Millicom (SL) Limited   Sierra Leone   70.0 %
MIC Tanzania Limited   Tanzania   84.4 %

Property, Plant and Equipment

        We and our operating companies own, or control through long-term leases or licenses, properties consisting of plant and equipment used to provide cellular telephone services. In addition, we and our operating companies own, or control through leases, properties used as administrative office buildings and other facilities. These properties include land, interior office space and space on existing structures of various types used to support equipment used to provide cellular telephone services. The leased properties are owned by private and municipal entities.

        Plant and equipment used to provide cellular telephone services consist of:

    •
    switching, transmissions and receiving equipment;

    •
    connecting lines (cables, wires, poles and other support structures, conduits and similar items);

    •
    land and buildings;

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    •
    easements; and

    •
    other miscellaneous properties (work equipment, furniture and plants under construction).

        MIC's principal executive offices are located in Bertrange, the Grand Duchy of Luxembourg, where it leases approximately 448 square meters. The lease is automatically renewable from year to year unless terminated by MIC or the lessor upon six months advance written notice. The current annual rental is approximately $167,000. MIC believes its principal executive offices are suitable and adequate for its operations.

Insurance

        We and our operations maintain the types and amounts of insurance customary in the industries and countries in which we and our operations operate, including coverage for employee related accidents and injuries and property damage. We consider our insurance coverage and that of our operations to be adequate both as to risks and amounts for the business conducted by us and our operating companies.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

        The following discussion should be read in conjunction with, and is qualified in its entirety by reference to our consolidated financial statements and the related notes thereto included in this report. The following discussion should be read in conjunction with "Presentation of Financial and Other Information" and "Selected Consolidated Financial and Operating Data". Except for the historical information contained in this report, the discussions in this section contain forward looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed below. See "Forward Looking Statements".

        Unless otherwise indicated, all financial data and discussions relating thereto in this discussion and analysis are based upon financial statements prepared in accordance with IFRS. See Note 31 of the "Notes to the Consolidated Financial Statements" for certain reconciliations between IFRS and U.S. GAAP.

Overview

Introduction

        We are a global telecommunications operator with a portfolio of investments in the world's emerging markets over which we typically exercise management and voting control. Our strategy of being a low cost provider, focused on prepaid services using mass market distribution methods, has enabled us to continue to pursue high growth while delivering operating profitability.

        We currently have interests in 16 cellular systems in 15 countries, focusing on emerging markets in Asia, Latin America and Africa. As of December 31, 2003, our cellular operations had a combined population under license of approximately 387 million people.

        As we have established an early presence in most of the markets in which we operate, we have been able to secure our licenses at low cost. Historically, we have been successful in renewing all of our maturing licenses, generally on terms similar to the original licenses. We operate primarily with prominent local business partners through ventures, over which we typically exercise management control.

Subscriber Base

        We have consistently achieved strong subscriber growth across our operations. As of December 31, 2003, we had total subscribers of 5.7 million. This represented an increase of 42% from 4.0 million as of December 31, 2002 and excluding El Salvador an increase of 31%. Excluding El Salvador, our total

53


subscriber base grew 28% in 2002 to 4 million total subscribers as of December 31, 2002 and grew 38% in 2001 to 3.1 million as of December 31, 2001 from 2.2 million as of December 31, 2000.

        As of December 31, 2003, we had a proportional subscriber base of 4 million, an increase of 44% from December 31, 2002 and excluding El Salvador an increase of 28%. Excluding El Salvador, our proportional subscribers increased 24% to 2.8 million subscribers as of December 31, 2002 and increased by 38% to 2.2 million as of December 31, 2001 from 1.6 million as of December 31, 2000.

        The subscriber data above excludes subscribers of our divested operations.

Revenue

        We derive our revenue from the provision of telecom services, such as monthly subscription fees, airtime usage fees, roaming fees, interconnect fees and other telecommunications services, initial connection fees, equipment sales and prepaid cards. In addition, in Vietnam, we derive our revenue through a revenue sharing agreement with a Vietnamese government owned entity.

        Our revenue was $647.1 million for the year ended December 31, 2003 as compared to $605.2 million for the year ended December 31, 2002. Included in revenue for the year ended December 31, 2003 are revenues of $39.1 million from our operation in El Savador. Included in total revenues for the year ended December 31, 2003 are revenues of $5.9 million from our operation in Colombia which was divested in February 2003 and revenues of $39.1 million from our operation in El Salvador which was reconsolidated from September 15, 2003. Included in total revenues for the year ended December 31, 2002 are revenues of $32.3 million from operations divested in 2002 and $50.5 million from our divested operation in Colombia.

        Revenues from our continuing operations increased during the year ended December 31, 2003 compared with the year ended December 31, 2002, reflecting the continued expansion of the subscriber base in continuing operations. Although total revenues from our existing operations have increased, airtime per subscriber has tended to decrease as the subscriber base has grown and the proportion of prepaid subscribers, whose usage and airtime tends to be lower than that of postpaid customers, has increased. In addition, connection fees were reduced, in some cases to zero, by most ventures as part of programs to spur subscriber growth. The improvement in operating profit reflects in part our cost reduction program applied across our operations and realization of economies of scale as our subscriber base continues to grow.

        We note that a number of our regulators have, or are expected to, reduce interconnection rates. Because we are often one of the larger suppliers of telephone services in the countries we service, this could have the effect of reducing our revenue. Nonetheless, we believe that lower cost to customers may have the effect of expanding our markets over time.

        We believe there is a significant opportunity for rapid growth in our markets due to low cellular penetration in economies with high growth potential and substantial pent-up demand for basic voice telephony services. We believe we can grow our subscriber base and revenue by continuing to focus on prepaid services while controlling costs and maintaining our position with postpaid customers. We are developing a number of non-traditional distribution channels in our ventures to expand our market share and reduce our operating costs. There is, however, a risk that, as new competitors enter our prepaid markets and price competition intensifies, our prepaid customers may be more likely to move from one cellular operator to another than our postpaid customers. In that event, we believe our strong service coverage and increasing use of non-traditional distribution channels, competitive tariffs and brand awareness will enable us to compete effectively in our prepaid markets.

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Costs

        The primary cost of sales incurred by us in relation to the provision of telecommunication services relate to interconnection costs, roaming costs, depreciation and impairment of network equipment.

        Our other main operating costs include commissions payable to agents for obtaining customers on our behalf, commissions for selling prepaid cards, advertising and promotion costs, staff costs and depreciation of non-network equipment.

        We will continue to seek ways to further reduce our overall cost base by rationalizing our operations. In 2002, we initiated a more strict, centralized cost reduction program across our operations, which has lowered our costs. In addition, we expect to realize additional synergies across our multi country operations, such as sharing information, human resources, best practices and technologies and centralized negotiations of financing and of supply contracts for network and equipment handsets.

Upstreaming of Cash

        The continued improvement in the operating and financial performance of our ventures has allowed us to continue to upstream excess cash from our ventures to MIC. During the years ended December 31, 2001 and 2002, we upstreamed $55.1 million and $96.7 million, respectively, of which $3.4 million and $8.8 million, respectively, was from divested operations. For the year ended December 31, 2003, we upstreamed $129.3 million from 13 of the 15 countries in which we operate.

Divestitures

        We have made a number of significant divestitures as part of our debt reduction plan and focus on delivering profitable growth over recent years. These divestitures have included:

    •
    our operation in Colombia in February 2003;

    •
    our operation in the Philippines in December 2002, MIC Systems (including Mach) in November 2002, Liberty Broadband (formerly known as Tele2 (UK)) in September 2002 and Tele2 AB shares during the course of 2003, 2002 and 2001; and

    •
    our operation in Russia in November 2001 and our operation in India (Madras) in September 2001.

        See "—Investments, Capital Expenditures and Divestments".

Debt Restructuring Plan

        In 2003, we implemented a restructuring plan to substantially improve our liquidity by reducing our net indebtedness and debt service obligations. As of December 31, 2002, we had total consolidated indebtedness of $1,228,575,000, and our total consolidated net indebtedness (representing total consolidated indebtedness after deduction of cash, cash equivalents and short-term time deposits) was $1,141,924,000 which required a substantial amount of cash from operations to service our debt. In addition to divesting selected assets (for example, we divested MIC Systems (including Mach), Tele2 AB shares, our operations in the Philippines and our operation in Colombia and Liberty Broadband Limited), we have undertaken a balance sheet restructuring plan. The restructuring plan included the following steps:

    •
    in May 2003, MIC issued $562 million principal amount of 11% Senior Notes and $64 million principal amount of 2% Senior Convertible PIK Notes in exchange for $776 million principal amount of 13.5% Senior Subordinated Notes;

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    •
    on August 7, 2003, our subsidiary, Millicom Telecommunications SA, issued for an aggregate value of SEK 2,555,994,000 (approximately $310 million) 5% Mandatory Exchangeable Notes, which are mandatorily exchangeable into shares of Tele2 AB; and

    •
    on August 15, 2003 and September 30, 2003, we repurchased in private transactions $57 million and redeemed $110 million, respectively, in aggregate principal amount of the 11% Senior Notes.

    •
    on November 7, 2003, MIC commenced a cash tender offer and consent solicitation relating to all of the $395,219,000 outstanding principal amount of the 11% Senior Notes, which expired on December 8, 2003.

    •
    on November 24, 2003, MIC issued $550 million principal amount of 10% senior notes due 2013, which we refer to as the 10% Senior Notes, and issued a notice of redemption in respect of the total remaining outstanding amount of the 13.5% Senior Subordinated Notes. MIC used approximately $273 million of the proceeds of the 10% Senior Notes to acquire the outstanding amount of 11% Senior Notes tendered on or prior to December 8, 2003. MIC issued a notice of redemption with respect to the total remaining outstanding amount of 11% Senior Notes on December 5, 2003, with a redemption date of December 10, 2003. MIC used approximately $143.8 million of the proceeds from the 10% Senior Notes to redeem in full the remaining outstanding amount of 11% Senior Notes. MIC redeemed the 13.5% Senior Subordinated Notes in their entirety on December 29, 2003.

        Millicom's total consolidated indebtedness as of December 31, 2003 was $1,276,865,000 (including the embedded derivative on the 5% Mandatory Exchangeable Notes for an amount of $103,457,000) and our total consolidated net indebtedness (representing total consolidated indebtedness after deduction of cash, cash equivalents and short-term time deposits) was $1,095,156,000. Of such indebtedness, $327,635,000 relates to the 5% Mandatory Exchangeable Notes, which are mandatorily exchangeable into Tele2 AB B shares and $103,457,000 to the embedded derivative on the 5% Mandatory Exchangeable Notes and in respect of which no repayment in cash of principal is required. In addition, our interest obligations in respect of the 5% Mandatory Exchangeable Notes have been secured by U.S. Treasury STRIPS, which we purchased with a portion of the net proceeds from the offering of the 5% Mandatory Exchangeable Notes. To date, our restructuring plan has enhanced our balance sheet and significantly improved our liquidity levels by reducing our debt service obligations.

El Salvador operations

        On September 15, 2003, MIC's operation in El Salvador, Telemóvil, entered into a share purchase agreement with the minority shareholders of Telemóvil. The agreement provides for the acquisition by Telemóvil of 30% of its own shares for a consideration of $70 million payable over a period of a maximum of 6 years and an annual dividend premium of $1 million, with a corresponding net present value of $67,371,000. Of this amount $16 million was paid in cash at the closing of the transaction. The payment of the acquisition price is guaranteed by MIC. During this period Telemóvil has an ownership interest in 30% of its own shares, while the record title remains with an escrow agent for the benefit of the minority shareholders pending the final settlement date. Based on this agreement, MIC regained control and began consolidating Telemóvil at 100% since September 15, 2003. The legal ownership interest of MIC remains at 70% until the final settlement date. Telemóvil's license contract was signed in September 1991 for a 15-year period. The license is automatically renewable for successive five-year periods after the initial 15-year period in the absence of default by Telemóvil under the license conditions.

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Completing our Migration to the GSM standard

        We expect GSM subscribers to exceed 50% of our total subscriber base by the end of 2004. Our Asian and African businesses are fully GSM-based, except for Pakistan, where GSM will be rolled out to our customers in 2004. In Latin America, we plan to introduce GSM systems in Paraguay, Guatemala, Honduras and El Salvador in 2004. The equipment costs relating to GSM have decreased significantly over the last few years. We believe that GSM will increase our revenues from prepaid minutes and roaming services while lowering our infrastructure and maintenance costs. GSM also offer our customers greater choice of handsets at a lower cost with improved functionality.

Effect of Exchange Rate Fluctuations

        Exchange rates for currencies of the countries in which our ventures operate may fluctuate in relation to the U.S. dollar, and such fluctuations may have a material adverse effect on our earnings, assets or cash flows when translating local currency into U.S. dollars. For each venture that reports in a currency other than the U.S. dollar, a decrease in the value of that currency against the U.S. dollar would reduce our profits while also reducing both our assets and liabilities. A relevant example for us during 2002 was the devaluation of the currency in Paraguay, which had a substantial adverse effect on our results of operations. In the years ended December 31, 2003, 2002 and 2001, for the group as a whole, we suffered exchange losses of $45,602,000, which are mainly due to the exchange loss on the 5% Mandatory Exchangeable Notes, $23,483,000 and $17,313,000, respectively. To the extent that our ventures upstream cash in the future, the amount of U.S. dollars we will receive will be affected by fluctuations of exchange rates for such currencies against the U.S. dollar. The exchange rates obtained when converting local currencies into U.S. dollars are set by foreign exchange markets over which we have no control. We have not entered into any significant hedging transactions to limit our foreign currency exposure.

Expiration of Telephone Licenses and the BCC

        We are currently seeking to renew the BCC in Vietnam and our telephone license in Pakistan, which are our two largest contributors to revenue among our ventures. Although we are currently in negotiations to extend the life of the BCC and the license for a significant period of time and management expects that they will be extended, we cannot assure you that the BCC or the license will be extended on equivalent or similar terms, or at all. If the BCC or the license is not extended on equivalent or satisfactory terms, or at all, our results of operations and financial condition would be adversely affected. If the revenue sharing agreement is not extended or CIV, our Vietnamese subsidiary, is unable to maintain its operations in Vietnam through another agreement, its telecommunications services would cease on June 30, 2005. In such event, CIV would no longer generate any revenues from cellular operations in Vietnam. CIV's revenues for the year ended December 31, 2003 were $129,936,000 (20% of total revenues) and operating profit was $51,292,000 (32% of total operating profits). At present, all equipment recorded in CIV's financial statements will be fully amortized by July 1, 2005, at which date legal title to all equipment will be transferred to VMS at a price of $1. In Pakistan, our two subsidiaries, Paktel and Pakcom, have obtained a letter from the Pakistan Telecommunication Authority stating its intention to renew the licenses subject to certain conditions.

        In each of our markets we may face competition for business arrangements or licenses from major international telecommunications entities as well as from local competitors. While we have not typically paid significant amounts in connection with our business arrangements or for cellular licenses, the competition for the granting or renewal of business arrangements or licenses is increasingly intense. As such, we anticipate that we may have to pay substantial renewal fees in certain markets, as well as meet specified network build out requirements. We cannot assure you that we will be successful in obtaining or renewing any profit sharing arrangement or cellular telephone licenses, or if they are awarded that

57


they are on terms acceptable to us. In addition, we may need to seek future funding through additional borrowings or equity offerings, and we cannot assure you that such funding will be obtained on satisfactory terms or at all.

Economic and Political Environments in our Emerging Markets

        We currently have interests in 15 countries in emerging markets around the world and are subject to government regulation in each market. The governments of the 15 countries differ widely with respect to structure, constitution and stability, and some of these countries lack mature legal and regulatory systems. In the normal course of business, we are involved in discussions regarding taxation, interconnect and tariffing arrangements, which can have a significant impact on the long-term economic viability of our operations. To the extent that our operations depend on governmental approval and regulatory decisions, the operations may be adversely affected by changes in the political structure or government representatives in each of the markets in which we operate. Recent political and economic changes have resulted in political and regulatory uncertainty in certain countries in which we operate. We cannot assure you that factors such as these will not have a material adverse effect on our operations in particular countries. For a more complete description of the economic and political environments in the markets in which we operate, see "Information on the Company."

Critical Accounting Policies

        The consolidated financial statements of MIC and its subsidiaries have been prepared in accordance with IFRS. In compiling these statements, management needs to make assumptions, estimates and judgments, which are often subjective and may be affected by changing circumstances or changes in its analysis. Material changes in these assumptions, estimates and judgments have the potential to materially alter our results of operations. We have identified below those of our accounting policies that we believe could potentially produce materially different results if we were to change our underlying assumptions, estimates and judgments. For a detailed discussion of these and other accounting policies, see Note 2 of the "Notes to the Consolidated Financial Statements".

Basis of Consolidation

        Entities over which we have control are fully consolidated. Entities over which we have joint control are consolidated using the proportional method that combines our proportional share of assets, liabilities, income and expenses. The definition of control is the power to govern the financial and operating policies of an entity so as to obtain benefits from it and is based on criteria such as the ability to vote through items at the shareholder and board level. The method of consolidation used for each entity is based on management's assessments as to whether they have full or joint control.

        Although MIC owns 70% of the share capital of its operation in El Salvador, due to a dispute which arose with local shareholders, management determined in May 2001 that it was no longer able to exercise a significant influence in the operation and thus that it was more appropriate to show its investment as a long-term asset in the balance sheet under the caption "Investment in securities". As a result of the resolution of this dispute, management determined in September 2003 that it will begin to fully consolidate the operation in El Salvador effective from September 15, 2003 onwards. See "—Results of Operations".

Collectability of Assets

        Management is required to estimate the collectability of trade debtors. As of December 31, 2003, these totaled $149,949,000, of which management had estimated that $36,199,000 was unlikely to be collected. These estimates are based on knowledge of the local markets, prior credit history and estimates of future cash flows generated from these receivables. The basis for the impairment made will

58


vary between subscribers and amounts due from other telephone companies and are management's best estimates.

Impairment of Non-current Assets

        MIC records significant intangible and tangible assets relating to cellular and non-cellular operations. Intangible assets mainly relate to goodwill and license values and tangible assets mainly relate to network value recorded as property, plant and equipment. Significant estimates, assumptions and judgments are required to decide the useful expected lives of these assets and whether these assets are impaired. These estimates are made on a regular basis throughout the year as they can be significantly affected by changes in competition, technology and other similar factors. When certain operational, financial or other factors indicate an impairment of value, management evaluates the carrying value of property, plant and equipment as well as other assets including licenses and goodwill, in relation to the operating performance and future cash flows of the underlying assets. When indicated, the impairment losses are measured based on the difference between the estimated recoverable amount and the carrying amount of the asset. Management's estimates of recoverable amounts for the individual asset or, if not possible, the cash-generating unit, are based on prices of similar assets, to the extent available in the circumstances, and the result of valuation techniques. These include net present values of estimated future cash flows and valuations based on market transactions in similar circumstances. In addition to the evaluation of possible impairment to the assets carrying value, the foregoing analysis also evaluates the appropriateness of the expected useful lives of the assets. Any negative change in relation to the operating performance or the expected future cash flow of individual assets or of a cash generating unit will change the expected recoverable amount of the underlying assets and therefore will decrease the fair value of the underlying assets.

        During 2003, MIC entered into discussions concerning the sale of its high-speed wireless data operation in Peru. Following these discussions, MIC has recognized an impairment charge of $3,073,000 in the carrying value of the license in Peru.

        Due to revised anticipated lower revenues from non-digital equipment, MIC recognized an impairment loss of $4,097,000 over certain network equipment in MIC Africa in 2003. In addition MIC reversed an impairment loss in MIC Latin America for an amount of $1,579,000.

        In the year ended December 31, 2002, management identified an impairment of its licenses to operate high-speed wireless data services in Peru and Venezuela and, as a consequence, made a write-down of $3,034,000 in the value of these licenses. Also, in 2002, MIC recognized an impairment on both goodwill and license value in its operations in Colombia and Argentina, for respectively $77,456,000 and $2,496,000.

        During 2001, management identified impairment of its license to operate high-speed cellular data services in the United Kingdom (held by Liberty Broadband Ltd.) due to initial market conditions that delayed profitable asset deployment. Therefore, an impairment was measured as the difference between the recoverable amount, determined by reference to discounted cash flows and the carrying value of the license at the measurement date, resulting in a write-down of $20,074,000. Liberty Broadband Ltd. was sold in September 2002.

        During 2000, management identified impairment of its analog fixed assets and related licenses and intangibles due to the faster-than-expected migration of its analog subscribers to digital platforms. This rapid migration created a likely expectation that the analog assets would be decommissioned or disposed of significantly before the end of their previously estimated useful life. As a result of this rapid migration, the Company re-assessed the recoverability of its investments in the third quarter of 2000. The discounted cash flows projected to be generated from analog assets indicated that the recoverable amount of these assets was lower than the carrying value. Therefore, impairment was measured as the difference between the recoverable amount, determined by reference to discounted

59


cash flows, and the carrying value of the analog assets at the measurement date. As a result, an impairment charge of $105,668,000 was recognized.

Investments in Securities

        MIC holds significant investments in marketable and non-marketable securities. Marketable securities are carried at fair value with unrealized changes in market value being recorded within the statement of profit and loss under the heading "Gain (loss) and valuation movement on investment in securities". See "Recent Developments—Financial Results for the Year Ended December 31, 2003—Change in Accounting Policy". Prior to the change in accounting policy for available-for-sale securities on January 1, 2003, where securities classified as available-for-sale were sold or impaired or when there was a significant or prolonged decline in the fair value below acquisition cost, the accumulated fair value adjustments were included in the profit and loss statement as "Gain (loss) and valuation movement on investment in securities". Prior to the change in accounting policy for available-for-sale securities on January 1, 2003, on a regular basis the Company compared the market value of its investments to their cost in order to identify potential impairment issues. In considering whether the investment has been impaired, the Company considered all available evidence such as, among other things, significant financial difficulties of the issuer, breaches or default in loan agreements, the recognition of prior impairment losses on that asset or the extent and duration of a decline in fair value below cost. In 2003, MIC recorded an unrealized gain of $246,760,000 resulting from the change in fair value of the Tele 2 AB shares. In 2002, MIC recorded a loss of $168,818,000 resulting from the sale of shares and recorded a loss of $119,138,000 resulting from the prolonged decline in value of the Tele 2 AB shares. During 2002, MIC recognized an impairment on its investment in Great Universal, Inc. and Modern Holdings Incorporated of $5,027,000 and $7,050,000, respectively.

        During the period from December 31, 2002 to September 15, 2003, MIC accounted for its investment in Telemóvil El Salvador as an available-for-sale financial asset because management determined that during that period it did not have control or significant influence over Telemóvil El Salvador as a result of a dispute with local shareholders. Because the shares of Telemóvil El Salvador are not quoted on a public market and management had not been able to obtain reliable financial information since May 2001, management made different estimates to value this investment using different valuation techniques that resulted in a wide range of fair values. Management therefore concluded that estimating a fair value in these conditions was inappropriate. Consequently, the investment in Telemóvil El Salvador was carried at its December 31, 2002 carrying amount until September 15, 2003. On September 15, 2003, MIC resolved the shareholders dispute with the minority shareholders in Telemovil and as a result, recommenced consolidating Telemovil as from that date.

Revenue recognition

        Our revenue comprises the following:

i.
Revenues from provision of telecom services—these recurring revenues consist of monthly subscription fees, airtime usage fees, interconnection fees, roaming fees and other telecommunications services such as data services and short message services. Recurring revenues are recognized on an accrual basis, i.e. as the related services are rendered. Unbilled revenues for airtime usage and subscription fees resulting from services provided from the billing cycle date to the end of each month are estimated and recorded.

ii.
Connection revenues—initial connection fees are recognized when charged, i.e. upon initial signing of the contract with customers.

iii.
Equipment revenues—these revenues consist of the sale of handsets and accessories. Revenues from these sales are recognized at the time that the item is delivered to the customer.

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    Functional currency

        MIC's functional currency is the U.S. dollar because of the significant influence of the U.S. dollar on its operations. MIC is located in Luxembourg and its subsidiaries, joint ventures and associated companies operate in different currencies. The functional currency of each subsidiary, joint venture and associated company, where these are foreign entities, is determined in accordance with the requirements of Standing Interpretation Committee No. 19 (SIC 19) "Reporting Currency—Measurement and Presentation of Financial Statements under IAS 21 and IAS 29".

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    Derivatives

        IAS 39 requires that all financial assets and financial liabilities, including derivatives, be recognized on the balance sheet. Derivatives are initially recorded at cost either in other current assets or other financial liabilities as applicable and then are subsequently measured to fair value through the statement of profit and loss under the caption "Fair value result on financial instruments". Upon adoption of IAS 39 on January 1, 2001, the Company recorded a cumulative negative adjustment related to these derivatives, reflected in shareholders' equity of $45,264,000.

        A derivative embedded in a financial instrument, such as the embedded derivative on the 5% Mandatory Exchangeable Notes in Tele2 AB series B shares, is treated as a separate derivative when its economic risks and characteristics are not closely related to those of the host contract, a separate instrument with the same terms as the embedded derivative would qualify as a derivative, and the combined instrument (derivative and host contract) is not carried at fair value with unrealized gains and losses reported in the profit and loss.

    Goodwill

        The excess of cost of an acquisition over our interest in the fair value of the identifiable net assets of the acquired subsidiary, associate or joint venture at the date of transaction is recorded as goodwill and recognized as an intangible asset in the balance sheet. Goodwill is amortized using the straight-line method over its estimated useful life but not longer than 20 years.

        At each balance sheet date, we assess whether there is any indication of impairment. If such indications exist an analysis is performed to assess whether the carrying amount of goodwill is fully recoverable. A write-down is made if the carrying amount exceeds the recoverable amount.

        Negative goodwill represents the excess of the fair value of our share of the identifiable net assets acquired over the cost of acquisition. Negative goodwill is presented in the same balance sheet classification as goodwill. To the extent that negative goodwill relates to expectations of future losses and expenses that are identified in our plan for the acquisition and can be measured reliably, but which do not represent identifiable liabilities, that portion of negative goodwill is recognized in the income statement when the future losses and expenses are recognized. Any remaining negative goodwill, not exceeding the fair values of the identifiable non-monetary assets acquired, is recognized in the income statement over the remaining weighted average useful life of the identifiable acquired depreciable/amortizable assets; negative goodwill in excess of the fair values of those assets is recognized in the income statement immediately.

    Equity compensation benefits

        Share options are granted to management and key employees. Options are granted at the market price of the shares on the date of the grant and are exercisable at that price. Options granted prior to January 1, 2003, are exercisable over a five-year period, with one third vesting after three years, two-thirds vesting after four years and 100% vesting after five years, and have a contractual option term of six years. Options granted in May 2003 are exercisable one year from the date of grant and have a contractual option term of six years. When the options are exercised, the proceeds received net of any transaction costs are credited to share capital (nominal value) and share premium. MIC does not make a charge in connection with share options.

    Recent U.S. GAAP pronouncements

        In January 2003, the FASB issued Financial Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, which was subsequently revised in December 2003 (FIN 46-R). FIN 46-R generally applies to all business enterprises and all arrangements used by business enterprises, and it

62


requires that a business enterprise identifies all its Variable Interest Entities ("VIEs"). VIEs are those entities possessing certain characteristics, which indicate either a lack of equity investment to cover expected losses of the entity or a lack of controlling financial interest by an investor. The party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests is deemed to be the Primary Beneficiary and must consolidate the VIE. The measurement principles of this interpretation apply to all VIEs created after January 31, 2003 and to all VIEs in which an enterprise obtains an interest after that date. Additionally, MIC will adopt the measurement principles of FIN 46-R for all VIEs held by MIC prior to January 31, 2003 on March 31, 2004 as a cumulative change in accounting principle. The Company is in the process of evaluating arrangements which could be considered VIEs under FIN 46-R. However, MIC has determined that it is reasonably possible that it will at least consolidate its interest in the following VIEs, held prior to January 31, 2003, upon adoption: Cam GSM Company Limited ("Cam GSM"), Royal Telecam International Limited ("Telecam"), Millicom Argentina S.A., Comunicaciones Celulares S.A., Telefonica Celular and Emtel Limited. Except for Telecam and Millicom Argentina S.A., each of these entities are substantive mobile telecom operating businesses in their respective countries (see Note 3 of the notes to the consolidated financial statements). Telecam and Millicom Argentina S.A. are substantive high speed wireless data service providers in their respective countries. The size of each of these entities and MIC's maximum exposure to loss (as defined in FIN 46) as a result of its involvement with these entities is as follows:

Under IFRS
   Revenue
   Operating
profit/(loss)
   Total
assets
   Maximum
exposure
to loss
 
   (in thousands of U.S. dollars)
Cam GSM   70,334   12,414   68,215   20,580
Telecam   9,434   1,085   8,262   2,000
Millicom Argentina S.A.   3,506   (225 ) 2,775   14,886
Comunicaciones Celulares S.A.   142,700   53,197   160,629   46,056
Telefonica Celular   95,716   45,959   79,220   28,563
Emtel Limited   24,004   6,904   29,138   4,291

        In March 2003, MIC's Pakistani subsidiary Paktel entered into a receivables securitization arrangement with a special purpose entity (the "Paktel SPV"), whose sole purpose is to finance MIC's receivables. Further information regarding the Paktel SPV is contained in Note 18 of the notes to the consolidated financial statements.

        In December 2002, the Emerging Issues Task Force reached a consensus in EITF Issue 00-21 ("EITF 00-21"), Accounting for Revenue Arrangements with Multiple Deliverables. The Issue addresses a vendor's accounting for transactions involving the delivery of more than one product or service, and when it is necessary to separate the transaction into individual component deliverables, each with its own separate earnings process. If the conditions requiring separate revenue recognition exist, revenue is allocated among the different deliverables based on their relative fair values (the relative fair value of each of the component deliverables to the aggregated relative fair value of the bundled deliverables), with revenue for each component deliverable recognized when the revenue is realized and earned. The Company is required and plans to adopt the provisions of EITF 00-21, for revenue arrangements entered into or modified on or after January 1, 2004. To accomplish this, the Company must identify and determine the fair value of the component deliverables in its revenue arrangements. The Company is currently assessing the impact that the implementation of EITF 00-21 will have on its results of operations, financial position and cash flows.

        In December 2003, the SEC issued Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition, which supersedes SAB 101. SAB 104's primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superseded as a result of the

63


issuance of EITF 00-21. Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (the FAQ) issued with SAB 101 that had been codified in SEC Topic 13, Revenue Recognition. Selected portions of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. Therefore, aside from EITF 00-21, the Company does not expect there to be a significant difference to its accounting under SAB 101.

Results of Operations

        Prior to May 1, 2001, our results of operations included our proportionate share of the results of our operation in El Salvador. As of May 1, 2001, due to a dispute with our local partners, we determined that proportional consolidation was no longer appropriate and we began accounting for our operation in El Salvador under the equity method and recorded our investment on the balance sheet under the caption "Investment in associated companies". As of December 31, 2002, the dispute was still ongoing and we determined that we could no longer exercise significant control over our operation in El Salvador and recorded our investment as a long-term asset in the balance sheet under the caption "Investment in other Securities". Accordingly, while our results of operations prior to May 1, 2001 include our proportionate share of the results of our operation in El Salvador, our results of operations for the periods from May 1, 2001 to September 15, 2003 do not include the results of our operation in El Salvador.

        On September 15, 2003, MIC's operation in El Salvador, Telemóvil, entered into a share purchase agreement with the minority shareholders of Telemóvil. The agreement provides for the acquisition by Telemóvil of 30% of its own shares for a consideration of $70 million payable over a period of a maximum of 6 years and an annual dividend premium of $1 million, with a corresponding net present value of $67,371,000. Of this amount $16 million was paid in cash at the closing of the transaction. The payment of the acquisition price is guaranteed by MIC. During this period Telemóvil has an ownership interest in 30% of its own shares, while the record title remains with an escrow agent for the benefit of the minority shareholders pending the final settlement date. Based on this agreement, MIC regained control and began consolidating Telemóvil at 100% since September 15, 2003. The legal ownership interest of MIC remains at 70% until the final settlement date. Telemóvil's license contract was signed in September 1991 for a 15-year period. The license is automatically renewable for successive five-year periods after the initial 15-year period in the absence of default by Telemóvil under the license conditions.

        This change in accounting treatment relating to our operation in El Salvador, together with our selected divestitures over recent periods and the implementation of our debt restructuring program, may limit the comparability of our financial information and operating data. Thus, our historical financial information and operating data may not be indicative of what our results of operations, financial position or cash flows will be in the future.

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    Years Ended December 31, 2003 and 2002

        The following table sets forth certain profit and loss statement items for the periods indicated.

 
    
    
   Impact on Comparative
Results for Period
  
 
   Year Ended
December 31,
  
 
   Amount of
Variation
   Percent
Change
  
 
   2003
   2002
  
 
   (in thousands of U.S. dollars, except percentages)

  
Revenues   647,104   605,186   41,918   7 %
Cost of sales   (258,002 ) (259,530 ) 1,528   (1) %
Sales and marketing   (87,575 ) (80,941 ) (6,634 ) 8 %
General and administrative expenses   (108,449 ) (186,491 ) 78,042   (42) %
Gain from sale of subsidiaries and joint ventures, net   2,213   88,814   (86,601 ) (98 )%
Other operating expenses   (32,776 ) (44,725 ) 11,949   (27 )%
Operating profit   162,515   122,313   40,202   33 %
Profit (loss) from investment securities   246,760   (299,963 ) 546,723   —  
Interest expense   (135,172 ) (185,959 ) 50,787   (27 )%
Exchange gains (losses)   (45,602 ) (23,483 ) (22,119 ) 94 %
Charge for taxes   (52,369 ) (22,734 ) (29,635 ) 130 %
Net profit (loss) for the year   178,823   (385,143 ) 563,966   —  

        Subscribers.    Our worldwide total cellular subscribers increased by 42% to 5,690,542 as of December 31, 2003 from 4,002,911 as of December 31, 2002. Net additions of subscribers for the year ended December 31, 2003 were 1,687,631, a 93% increase over the 873,305 additions for year ended December 31, 2002. Of the total subscribers as of December 31, 2003, 4,956,257, or 87%, were prepaid, an increase of 44% over the 3,448,269 prepaid subscribers as of December 31, 2002. Excluding El Salvador, MIC's total subscriber base increased by 31% from December 31, 2002. Our proportional subscribers increased by 45% to 4,025,577 as of December 31, 2003 from 2,784,187 as of December 31, 2002. Excluding El Salvador, MIC's proportional subscriber base increased by 28%. The three largest contributors to subscriber growth in the year ended December 31, 2003 were the operations in Pakistan, Vietnam and Guatemala with a total of 738,319 new subscribers. All of our operations experienced growth, except for Bolivia, where the number of subscribers fell due to a delay in our investment.

        The subscriber data above excludes subscribers of our divested operations.

        Revenues.    Total revenues for the year ended December 31, 2003 were $647,104,000, an increase of 7% over the year ended December 31, 2002. The increase is due to revenue growth throughout the Group's operations, the reconsolidation of El Salvador since September 15, 2003 and is reduced due to the divestment of certain operations in the second half of 2002, notably our cellular operation in the Philippines and our interest in MIC Systems, and the divestment of Colombia in February 2003. Included in total revenues for the year ended December 31, 2003 are revenues of $5,926,000 from our divested operation in Colombia, and included in total revenues for the year ended December 31, 2002 are revenues of $31,456,000 from operations divested in 2002 and $50,506,000 from our divested operation in Colombia. The three largest contributors to revenues during the year ended December 31, 2003 were our operations in Vietnam, Guatemala and Paraguay.

        Cost of sales.    Cost of sales decreased by 1% for the year ended December 31, 2003 to $258,002,000. The lower cost of sales is explained by the divestments referred to above but also by lowering costs as a result of the impact of our cost reduction program in 2002 and is, on the other hand, increased by the reconsolidation of El Salvador since September 15, 2003. For the year ended December 31, 2003, our divested operation in Colombia had consolidated cost of sales of $3,725,000, and for the year ended December 31, 2002, our operations divested in 2002 had consolidated cost of

65


sales of $17,596,000 and our divested operation in Colombia had consolidated cost of sales of $13,763,000. As a percentage of total revenues, cost of sales for operations decreased from 44.7% for the year ended December 31, 2002 to 39.1% for the year ended December 31, 2003.

        Sales and marketing.    Sales and marketing expenses increased by 8% for the year ended December 31, 2003 to $87,575,000. This increase reflects the reconsolidation of El Salvador since September 15, 2003, the increase in sales and marketing expenses in MIC's operations and the decrease due to the divestments referred to above, which had consolidated sales and marketing expenses of $13,956,000 for the year ended December 31, 2002. Sales and marketing expenses as a percentage of total revenues were 13.5% for the year ended December 31, 2003 compared to 13.4% for the year ended December 31, 2002.

        General and administrative expenses.    General and administrative expenses decreased by 42% for the year ended December 31, 2003 to $108,449,000. The decrease is largely due to the divestments referred to above, which had consolidated general and administrative expenses of $61,906,000 for the year ended December 31, 2002, and our cost reduction program in 2002.

        Gain from sale of subsidiaries and joint ventures, net.    For the year ended December 31, 2003, we made a net gain of $2,213,000 from the sale of subsidiaries and joint ventures, down from $88,814,000 for the year ended December 31, 2002. The net gain in the year ended December 31, 2003 was due almost entirely to the sale of our operation in Colombia.

        Other operating expenses.    Other operating expenses decreased by 27% for the year ended December 31, 2003 to $32,776,000 from $44,725,000 for the year ended December 31, 2002. The decrease was mainly due to lower goodwill impairment and amortization in 2003 compared to 2002.

        Operating profit.    Total operating profit for the year ended December 31, 2003 was $162,515,000, compared with $122,313,000 for the year ended December 31, 2002 for the reasons stated above.

        Gain (loss) and valuation movement on investment in securities.    The gain and valuation movement on investment in securities for the year ended December 31, 2003 was $246,760,000 (relating to the change in market price of the Tele2 AB shares). This compares to a loss of $299,963,000 for the year ended December 31, 2002.

        Interest expenses.    Interest expense for the year ended December 31, 2003 decreased by 27% to $135,172,000 from $185,959,000 for the year ended December 31, 2002. This decrease arose primarily from the debt reduction plan that was implemented in 2003, as well as the divestment of MIC's highly leveraged operations in Colombia and the Philippines.

        Exchange gain (loss).    MIC had net exchange losses for the year ended December 31, 2003 of $45,602,000 compared to losses of $23,483,000 for the year ended December 31, 2002. In 2003, the exchange loss was mainly due to the revaluation at the year-end exchange rate of the 5% Mandatory Exchangeable Notes of SEK 2.5 billion resulting in an exchange loss of $41,820,000. In 2002, the exchange loss was mainly a result of the weakening of the U.S. dollar against the majority of currencies used by the group.

        Charge for taxes.    The net tax charge for the year ended December 31, 2003 increased to $52,369,000 from $22,734,000 in the year ended December 31, 2002. This increase is due to the increased profitability of our operations in 2003.

        Net profit (loss) for the year.    The net profit for the year ended December 31, 2003 was $178,823,000 compared to a loss of $385,143,000 for the year ended December 31, 2002 for the reasons stated above.

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    Years Ended December 31, 2002 and 2001

        Our results of operations for the year ended December 31, 2001 include our proportionate share of the results of our operation in El Salvador through April 30, 2001, while the remainder of this period does not include the results of our operation in El Salvador. Our results of operations for the year ended December 31, 2002 do not include the results of our operation in El Salvador for the entire period. See "—Results of Operations" above.

        The following table sets forth certain profit and loss statement items for the years indicated.

 
    
    
   Impact on Comparative
Results for Period
  
 
   Year Ended December 31,
  
 
   Amount of
Variation
   Percent
Change
  
 
   2002
   2001
  
 
   (in thousands of U.S. dollars, except percentages)

  
Revenues   605,186   644,570   (39,384 ) (6 )%
Cost of sales   (259,530 ) (274,591 ) 15,061   5 %
Sales and marketing   (80,941 ) (95,463 ) 14,522   15 %
General and administrative expenses   (186,491 ) (181,764 ) (4,727 ) (3 )%
Gain from sale of subsidiaries and joint ventures, net   88,814   35,047   53,767   153 %
Other operating expenses   (44,725 ) (35,013 ) (9,712 ) (28 )%
Operating profit   122,313   92,786   29,527   32 %
Loss from investment securities   (299,963 ) (15,931 ) (284,032 ) 1783 %
Interest expense   (185,959 ) (209,912 ) 23,953   11 %
Exchange losses   (23,483 ) (17,313 ) (6,170 ) (36 )%
Charge for taxes   (22,734 ) (8,217 ) (14,517 ) (177 )%
Net loss for the period   (385,143 ) (138,053 ) (247,090 ) (179 )%

        Subscribers.    Our worldwide total cellular subscribers increased for the year ended December 31, 2002 by 28% to 4,022,911 from 3,129,606 subscribers as of December 31, 2001. Of the total subscribers as of December 31, 2002, 3,448,269, or 86%, were prepaid, an increase of 37% over the 2,525,357 prepaid subscribers as of December 31, 2001. Our proportional subscribers increased 24% to 2,784,187 subscribers as of December 31, 2002 from 2,236,357 subscribers as of December 31, 2001. The three largest contributors to subscriber growth in 2002 were our operations in Cambodia, Guatemala and Vietnam with a total of 421,956 subscribers. All of our operations experienced subscriber growth except for Paraguay, where a general economic downturn impacted our operation.

        The subscriber data above excludes subscribers of our divested operations and El Salvador.

        Revenues.    Total revenues in 2002 were $605,186,000, a decrease of 6% over the previous year. The decrease was largely due to our operations in Russia and India (Madras) which were divested during 2001 and the change in consolidation method of our operation in El Salvador in May 2001. In addition, revenues were reduced by currency devaluations, in particular, a 54% decline in the value of the currency in Paraguay. In 2001, our divested operations in Russia and Madras and our operation in El Salvador had consolidated revenues of $59,089,000. The three largest contributors to revenues were our operations in Vietnam, Paraguay and Guatemala.

        Cost of sales.    Cost of sales decreased by 5% in 2002 to $259,530,000. The lower cost of sales is explained by the divestment of Madras and the Russian operations and the change in consolidation method of our operation in El Salvador in May 2001. In 2001, our divested operations in Madras and Russia and our operation in El Salvador had consolidated cost of sales of $24,724,000. In addition, during 2002, we charged $6,833,000 as an impairment against network equipment in Liberty Broadband.

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        Sales and marketing.    Sales and marketing expenses decreased by 15% in 2002 to $80,941,000. This decrease reflected the large sales and marketing expenses in the prior year in connection with the digitalization of networks and the divestment of Madras and the Russian operations and the change in consolidation method of our operation in El Salvador. In 2001, our divested operations in Madras and Russia and our operation in El Salvador had consolidated sales and marketing expenses of $10,247,000. Sales and marketing expenses as a percentage of total revenues decreased from 14.8% in 2001 to 13.3% in 2002.

        General and administrative expenses.    General and administrative expenses increased by 3% in 2002 to $186,491,000. The increase was primarily due to an impairment charge of $43,333,000 that was recorded mainly for licenses in Argentina, Colombia, Peru and Venezuela. In 2001 there was an impairment charge of $21,416,000 mainly for license values.

        Gain from sale of subsidiaries and joint ventures, net.    During 2002 we made a net gain of $88,814,000 from the sale of subsidiaries and joint ventures, up from $53,767,000 compared with 2001. This was due to a gain of $87,655,000 on the sale of MIC Systems, a gain of $16,603,000 realized when the local partner in Vietnam exercised his option to purchase 10% of our interest in Vietnam and a loss of $35,988,000 on the sale of our cellular operation in the Philippines. In addition, during 2002, after obtaining certain GSM licenses for the Russian operations disposed of in 2001, we received the second payment for such operations and realized a further gain of $30,859,000. Also, in 2002, we incurred a loss of $10,294,000 on the sale of Liberty Broadband Ltd. and $21,000 on the sale of our interest in the Democratic Republic of Congo.

        Other operating expenses.    Other operating expenses increased by 28% in 2002 to $44,725,000 from $35,013,000 in 2001. The increase was mainly due to an increased goodwill impairment charge in respect of Colombia and Argentina as we recognized a difference between the recoverable amount and the carrying amount of our goodwill. Goodwill amortization remained relatively constant during 2002 at $7,865,000 compared to $8,090,000 in 2001. Corporate costs decreased from $25,271,000 in 2001 to $21,591,000 in 2002, reflecting the reorganization of the regional offices and our cost reduction program during the year.

        Operating profit.    Total operating profit for the year ended December 31, 2002 was $122,313,000, compared with $92,786,000 in 2001, an increase of 32% for the reasons stated above.

        Loss and valuation movement on investment in securities.    The loss and valuation movement on investment in securities increased from $15,931,000 in 2001 to $299,963,000 in 2002. During 2002, Millicom recorded a realized loss of $168,818,000 compared to $15,931,000 in 2001 on the sale of shares in Tele2 AB, as Millicom sold parts of its investment in Tele2 AB at a loss in order to meet liquidity needs. In 2002, we also recognized a prolonged decline in our remaining investment in Tele2 AB of $119,138,000 recorded in the profit and loss account. In addition, during 2002, we recognized an impairment on our investments in Modern Holdings Incorporated (formerly known as XSource) and Great Universal, Inc., totaling $12,077,000 due to uncertainty concerning its recoverability. See Note 22 of the "Notes to the Consolidated Financial Statements".

        Interest expenses.    Interest expense for the year ended December 31, 2002 decreased by 11% to $185,959,000 from $209,912,000 in 2001. This decrease arose from the repayment of debt during the year and, to a lesser extent, from the repurchase of $44,000,000 nominal value of our 13.5% Senior Subordinated Notes.

        Exchange losses.    Net exchange losses for the year ended December 31, 2002 were $23,483,000 compared to $17,313,000 for 2001, an increase of 36% largely due to the sharp devaluation of the peso in Argentina and losses on the Toronto Dominion loan which was denominated in Swedish krona.

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        Charge for taxes.    The net tax charge for 2002 increased to $22,734,000 from $8,217,000 in 2001 for two reasons. Firstly, increased profitability throughout the group resulted in higher tax charges in 2002. Secondly, a tax provision that was established at the date of the formation of the group was reversed, significantly reducing the tax charge in 2001. See "Certain Relationships and Related Party Transactions—History and Merger Warrants".

        Net loss for the year.    The net loss for the year ended December 31, 2002 was $385,143,000 compared to $138,053,000 in 2001 for the reasons stated above.

Geographical Segment Information

        The table below sets forth our revenue by geographical segment for the periods indicated.

 
   Year Ended December 31,
  
 
   2003
   2002
   2001
  
 
   (in thousands of U.S. dollars)

  
MIC Asia   280,956   223,740   201,744  
  Of which divested   —   1,113   5,878  
MIC Latin America   270,664   277,554   315,321  
  Of which divested   5,926   50,506   45,889  
MIC Africa   84,858   62,011   53,214  
Other   10,626   15,671   11,945  
  Of which divested   250   3,620   3,511  
MIC Systems (divested in 2002)       28,186   26,300  
FORA Telecom (Russia) (divested in 2001)   —   —   37,716  
Unallocated items   —   41   15  
Inter-segment eliminations   —   (2,017 ) (1,685 )
   
 
 
 
Total revenue   647,104   605,186   644,570  
   
 
 
 

        The table below sets forth our revenue by geographical segment, in percent of total revenues, for the periods indicated.

 
   2003
   2002
   2001
  
MIC Asia   43 % 37 % 31 %
MIC Latin America   42 % 46 % 49 %
MIC Africa   13 % 10 % 8 %
Other   2 % 2 % 2 %
MIC Systems (divested in 2002)   0 % 5 % 4 %
FORA Telecom (divested in 2001)   0 % 0 % 6 %
   
 
 
 
Total   100 % 100 % 100 %
   
 
 
 

Liquidity and Capital Resources

    Overview

        We believe our working capital is sufficient for our present requirements.

        As at December 31, 2002, on a consolidated basis, we had total outstanding debt and other financing of $1,228,575,000. Of the total indebtedness of the combined ventures, $189,395,000 represented indebtedness secured by pledged assets, letters of credit or MIC guarantees.

        As a result of liquidity concerns resulting from our substantial indebtedness in 2002, we implemented a restructuring program in 2003. The restructuring program included, in addition to

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divesting selected assets, (1) the issuance of $562 million principal amount of 11% Senior Notes and $64 million principal amount of 2% Senior Convertible PIK Notes in exchange for $776 million principal amount of 13.5% Senior Subordinated Notes; (2) the issuance by our subsidiary, Millicom Telecommunications, of approximately $310 million principal amount of 5% Mandatory Exchangeable Notes, exchangeable into shares of Tele2 AB; (3) the repurchase in private transactions of $57 million and the redemption of $110 million principal amount of the 11% Senior Notes and (4) the issuance of $550 million of 10% Senior Notes. The interest obligations in respect of the Mandatory Exchangeable Notes are secured by U.S. government treasury STRIPS, which were purchased by us with a portion of the net proceeds from the offering.

        As at December 31, 2003, we had total consolidated outstanding debt and other financing of $1,276,865,000. Of this amount,

    •
    $536,036,000, net of deferred financing fees, was in respect of the 10% Senior Notes;

    •
    $50,923,000 was in respect of the 2% Senior Convertible PIK Notes;

    •
    $327,635,000, net of deferred financing fees, was in respect of the 5% Mandatory Exchangeable Notes—debt component;

    •
    $103,457,000 was in respect of the embedded derivative on the 5% Mandatory Exchangeable Notes;

    •
    $258,814,000 was in respect of the indebtedness of our ventures.

        The outstanding amount under the Toronto Dominion Securities facility was repaid in full in July 2003 with the proceeds of the 5% Mandatory Exchangeable Notes. See "Operating and Financial Review and Prospects—Description of Certain Indebtedness—Millicom Telecommunications S.A.'s 5% Mandatory Exchangeable Notes". The proceeds from the 5% Mandatory Exchangeable Notes were also used to repurchase $57 million and redeem $110 million principal amount of the 11% Senior Notes and to purchase U.S. government treasury STRIPS to secure interest payments on the 5% Mandatory Exchangeable Notes.

        The 2% Senior Convertible PIK Notes were convertible at any time into MIC common stock at a conversion price of $2.69 per share ($10.75 before the February 2004 stock split). On April 26, 2004 MIC called the entire outstanding amount of 2% Senior Convertible PIK Notes Due 2006 (the "2% Notes") in an aggregate principal amount of approximately $160,000 for redemption in cash in accordance with the terms of the Indenture covering the 2% Notes. An amount of $63,371,000 out of the total $63,531,000 2% Notes was converted into MIC shares before April 26, 2004. Following these conversions, the total number of outstanding MIC shares is 89,638,927 shares with a par value of $1.50 each.

        On November 25, 2003, we used approximately $273 million of the proceeds of the offering of the 10% Senior Notes to acquire 11% Senior Notes tendered on or prior to November 18, 2003 in connection with our tender offer and consent solicitation in respect of the 11% Senior Notes. On December 10, 2003, we used approximately $143.8 million of the net proceeds of the 10% Senior Notes offering to redeem in full the outstanding 11% Senior Notes. We also fully redeemed the 13.5% Senior Subordinated Notes on December 29, 2003 with another portion of the net proceeds of such offering. As of December 31, 2003, a liability of $103,457,000 was recorded in respect of the embedded derivative on the 5% Mandatory Exchangeable Notes.

        We expect to meet our payment obligations on our outstanding debt through operating income and cash flows from our operations.

        At the venture level, we seek, in the long term, to finance the costs of developing and expanding cellular operations on a project-by-project basis. Ventures are typically financed initially by

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contributions from MIC in the form of equity and, in some cases, debt. In many cases, we seek to replace such debt with third party financing, which after the initial stages of a venture's development, is typically non-recourse to MIC. Sources of financing at the venture level have included vendor financing provided by equipment suppliers, project financing from commercial banks and international agencies such as the International Finance Corporation ("IFC") and the Overseas Private Investment Corporation ("OPIC"), bank lines of credit and sales of equity and debt issued by the venture companies.

        We seek to obtain financing at a venture level in the relevant local currency so as to limit the impact of currency fluctuations, although this is not always possible.

    Cash Flows

        For the year ended December 31, 2003, cash provided by operating activities was $184,360,000, compared to $72,581,000 for the year ended December 31, 2002. The increase is mainly due to increased operating profits and lower interest payments.

        Cash used by investing activities was $95,589,000 for the year ended December 31, 2003, compared with cash generated by investing activities of $141,665,000 for the year ended December 31, 2002. The decrease is mainly due to lower proceeds from the sale of subsidiaries and joint ventures and lower proceeds from the disposal of investments in securities in 2003 as well as higher purchases of investment in securities and lower purchases of property, plant and equipment.

        Financing activities used total cash of $11,638,000 for the year ended December 31, 2003, compared with $199,780,000 for the year ended December 31, 2002. In 2003, as a result of the debt restructuring activities, we repaid debt of $899,008,000 while raising an additional $969,607,000 through the issuance of new debt and financing.

        The net cash inflow in the year ended December 31, 2003 was $78,378,000 compared with an inflow of $14,175,000 for the year ended December 31, 2002. Millicom had a closing cash and cash equivalents balance of $148,829,000 as of December 31, 2003.

        In 2002, cash provided by operating activities was $72,581,000, compared with $103,969,000 in 2001. The decrease is mainly due to an additional payment of interest on the 13.5% Senior Subordinated Notes.

        Cash generated by investing activities was $141,665,000 in 2002, compared with a $167,074,000 usage of cash in 2001. During 2002, we sold part of our interest in Tele2 AB, realizing proceeds of $167,238,000. In addition, we realized net proceeds of $114,271,000 on the sale of MIC Systems and the final cash received for the Russian operation after expenses amounted to $27,547,000. The main outflow in 2002 was the purchase of tangible fixed assets for $135,818,000, consisting principally of network equipment. This was to expand coverage and upgrade to new technologies, such as GSM, and was a decrease from $192,177,000 in 2001.

        Financing activities used total cash of $199,780,000 in 2002, compared with cash provided of $22,576,000 in 2001. In the course of 2002, we used $363,584,000 to repay debt while raising an additional $182,828,000 through the issuance of debt and other financing.

        The net cash generated in 2002 was $14,175,000 compared with an outflow of $38,645,000 in 2001. We had closing cash and cash equivalents balance of $70,451,000 as of December 31, 2002.

        In recent years, we have sold certain operations and shares in Tele2 AB in order to provide funding and to reduce indebtedness. We may make further asset sales from time to time, by means of selling all or a part of any existing operation for strategic reasons. Our ability to continue to make asset sales may be restricted by covenants contained in financing agreements, which would require the consent of the lenders to amend.

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    Investments, Capital Expenditures and Divestments

        Investments.    In September 2003, MIC's operation in El Salvador, Telemovil, entered into a share purchase agreement (the "Agreement") with the minority shareholders of Telemovil. The Agreement provides for the acquisition by Telemovil of 30% of its own shares for a consideration of $70,000,000 payable over a period of a maximum of 6 years and an annual dividend premium of $1,000,000, with a corresponding net present value of $67,371,000. Based on this agreement, MIC regained control and started reconsolidating Telemovil at 100% since September 15, 2003.

        In 2003, MIC increased its holding in its operation in Tanzania from 57% to 59.4%.

        In November 2002, we acquired the remaining 30% shareholding in Millicom (Ghana) Limited for a purchase price of $190,000. We also issued a call option to the former shareholder. The option allows the holder to reacquire the 30% equity stake which he sold to MIC in 2002. The option is exercisable from June 2005 to June 2007.

        During 2002, we increased our ownership in Celcaribe, our cellular operation in Colombia to 95.4% as of December 31, 2002, through partial repayment of Celcaribe's debt, which was treated as a capital increase, and through a capital increase. We subsequently sold our interest in Celcaribe in February 2003.

        In 2002, we invested $500,000 in our new venture in Laos.

        In the first quarter of 2001, we increased our beneficial ownership in Celtel Honduras from 25% to 50%.

        In May 2001, a 15% interest in Telemóvil was put to us for a price of $29.2 million. This increased our interest in Telemóvil El Salvador to 70%.

        In March and September 2001, certain shareholders in Celcaribe put a part of their interest to us for a consideration of $20.1 million. In addition, we contributed to a capital increase in Celcaribe. As a result of the above, as at December 31, 2001, our ownership in Celcaribe had increased to 92.7% from 73.2% at December 31, 2000.

        Divestments.    In February 2003, we sold our interest in Celcaribe (Colombia) for consideration of $9,876,000, realizing a gain of $1,819,000.

        In the first half of 2003, we sold 1,044,129 B shares in Tele2 AB to Kinnevik realizing proceeds of $33,291,000.

        Following the sale of our interest in FORA Telecom BV during 2001, we received an additional $30 million in cash proceeds for the reasons described below. In addition, certain loans for which we were liable were settled at less than their carrying value. The amount realized on these less costs incurred in the acquisition of the licenses, resulted in a net gain of $30,859,000 in 2002.

        In December 2002, we sold our cellular operation in the Philippines for a nominal sum, recognizing a loss of $35,988,000.

        In November 2002, we completed the disposal of MIC Systems, including Mach, realizing a gain of $87,655,000.

        In September 2002, we sold our interest in our cellular operation in the Democratic Republic of Congo, recognizing a loss of $21,000.

        In September 2002, we sold our 100% interest in Liberty Broadband Ltd. (formerly known as Tele2 UK), recognizing a loss of $10,294,000.

        In July 2002, our partner in our cellular operation in Vietnam exercised its options to purchase 10% of the share capital of the company. We recognized a gain of $16,603,000 on this transaction.

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        In May 2002, we sold a 17% interest in MIC Systems BV, the parent company of Mach, to Kinnevik for a total consideration of $17,000,000 in order to make a repayment on the Toronto Dominion financing. In November 2002, we sold our remaining 83% interest in the subsidiaries of MIC Systems BV for a total consideration of approximately $97,000,000. These proceeds were mainly used to meet our interest obligation on our outstanding 13.5% Senior Subordinated Notes.

        During the course of 2002, we sold 8,743,110 Tele2 AB class B shares, recognizing a loss of $168,818,000. The proceeds were used to make repayments on the Toronto-Dominion financing and to meet our interest obligation on our outstanding 13.5% Senior Subordinated Notes.

        During 2001, we sold 3,513,000 Tele2 AB class B shares realizing net proceeds of $125.2 million, resulting in an approximate net loss of $15,931,000 over the average book value.

        In November 2001, we sold 100% of our interest in FORA Telecom BV, our Russian cellular telephony operations, to Tele2 AB. The agreement called for $80 million of Tele2 AB class B shares, (corresponding to 2,461,449 Tele2 AB class B shares), to be exchanged for the assets plus a maximum of an additional $30,000,000 depending on the outcome of GSM license applications for three of our existing cellular telephony operations in Russia. Upon execution of the sale agreement, we agreed to assign deposits held for loans by Banque Invik and waived all intercompany balances between the Russian operations and ourselves. The total disposal resulted in a $6.7 million non-cash gain recognized in 2001.

        In September 2001, we sold our 24.5% stake in SkyCell Communications Limited, the Indian cellular company operating in Chenai (formerly known as Madras), to Bharti Tele-Ventures Limited. The sale resulted in a $28,354,000 gain.

Capital Expenditure

        Our capital expenditure by geographical region has been as follows during the periods indicated:

 
   For the Years
Ended December 31,
 
   2003
   2002
   2001
 
   (in thousands of U.S. dollars)
MIC Asia   57,757   39,991   67,000
MIC Latin America   22,057   33,379   81,612
MIC Africa   24,002   16,248   18,411
MIC Systems   —   774    
Other   12   7,382   12,498
   
 
 
Total   103,828   97,774   179,521
   
 
 

        The main expenditures were for the introduction of digitalization in Latin America, Asia and Africa and the expansion of existing networks both in terms of areas covered and capacity.

        Based on existing operations and current conditions, we expect to incur capital expenditures of approximately $150,000,000 over the next 12 months.

        We expect to direct our capital expenditures towards the roll out of GSM in Paraguay, Guatemala, Honduras, El Salvador and Pakistan in 2004, and to provide additional capacity to meet expected subscriber demand.

        We expect to fund such expenditures from operating cash flow.

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    Gain and Loss on Exchange, Disposal and Write-down of Assets

Market
   Ownership
   Approximate
Population
Covered
   Number of
Subscribers
   Price(3)
   Debt
Assumed by
Purchaser
   Date of Sale
 
    
   (millions)

    
   ($ millions)

    
Colombia   95.4 % 8.7   237,686   99.0   86.5   February 2003
MIC Systems   100 % —   —   114.0   —   May 2002 and November 2002
Democratic Republic of Congo   50.9 % 55.2   —   1.5   —   September 2002
Philippines(1)   40.0 % 84.0   29,896   nominal   29.5 (2) December 2002
Russia   From 20 % 47.5   236,516   110.0   —   November 2001
    to 100 %                  
India—Madras   24.5 % 5.7   99,023   21.1   —   September 2001
(1)
MIC had an additional beneficial ownership of 7.9% through intermediary holding companies.

(2)
The debt figure above is 100% of the operation's external debt.

(3)
Includes debt assumed by purchaser.

    Operational financing

        At the venture level there are a number of significant debt financings, described in detail at "Description of Certain Indebtedness—Operational Financing".

        In June 2001, Telecel, our Bolivian operation, signed financing agreements in the amount of $25,000,000 with the International Finance Corporation ("IFC") and $10,000,000 with the Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden, N.V. ("FMO"), also known as the Netherlands Development Finance Company. In addition, in November 2001, Telecel signed a financing agreement in the amount of approximately $10,000,000 with Bayerische Landesbank Girozentrale ("Bayerische"). All three of these financings are guaranteed by MIC. The IFC and FMO financings bear interest at LIBOR plus 3.00% and are repayable in installments beginning in December 2002 until December 2006. The Bayerische financing bears interest at LIBOR plus 0.90%. Among other things, each financing requires Telecel to maintain certain financial covenants, namely a debt to equity ratio, debt to EBITDA ratio and long-term debt service coverage. Since April 1, 2002, Telecel has been in breach of the debt to EBITDA ratio and the long-term debt service coverage contained in each of the three facilities, and the outstanding balances have been re-classified as short-term financing. Telecel has entered into a standstill agreement with the IFC, FMO and Bayerische pursuant to which each has agreed, absent a deterioration in the credit of Telecel or MIC, not to accelerate payment of the obligations under their respective facilities until Telecel's 2003 audited financials become available, so long as MIC continues to assist Telecel in making scheduled repayments. There can be no assurance, however, that Telecel will be able to resolve this matter satisfactorily or that the lenders will not seek to accelerate repayment of the outstanding balances upon expiration of the standstill agreements. As of December 31, 2003, $28,765,000 was outstanding related to these financings.

    Corporate financing

        In June 1996, MIC issued $962,000,000 principal amount at maturity of 13.5% Senior Subordinated Notes due June 2006. The 13.5% Senior Subordinated Notes were issued at 52.075% of their principal amount, and the purchase discount on the Senior Subordinated Notes accreted at a rate of 13.5% compounded semiannually from issuance until June 1, 2001. The net cash proceeds to MIC from the issuance of the 13.5% Senior Subordinated Notes, after deducting discount and estimated expenses,

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were $483,433,000. The 13.5% Senior Subordinated Notes began accruing cash interest on June 1, 2001 at a rate of 13.5%.

        During 2002, MIC purchased 13.5% Senior Subordinated Notes with a face value of $44,000,000 at market prices at the time. As of December 31, 2002, MIC had offset $5,461,000, as compared with $7,399,000 in 2001, of deferred financing fees against the value of the 13.5% Senior Subordinated Notes.

        As of December 31, 2002, MIC had total consolidated debt of $1,228,575,000 which required substantial free cash flows (i.e., cash flows generated from operations and available for repayment of debt and interest) to finance interest payments. During 2002, operating cash flows available to MIC were insufficient to pay interest on the 13.5% Senior Subordinated Notes as it became due, and there was a risk that the cash flows generated and our planned dispositions would be insufficient to pay the interest on the 13.5% Senior Subordinated Notes as it became due. Reflecting the risks involved with our leverage, the market price of the 13.5% Senior Subordinated Notes had traded significantly below par value. In order to reduce the extent of our payments, on January 21, 2003, MIC made an exchange offer and consent solicitation to holders of the 13.5% Senior Subordinated Notes. On May 8, 2003, MIC announced the closing of this offer with the tendering of approximately 85% of the 13.5% Senior Subordinated Notes. Under the terms of this exchange, holders who tendered their 13.5% Senior Subordinated Notes received $720 of our newly issued 11% Senior Notes due 2006 and $81.70 of our newly issued 2% Senior Convertible PIK Notes due 2006 per $1,000 of 13.5% Senior Subordinated Notes. In addition, in consideration for consenting to certain amendments to the indenture under which the 13.5% Senior Subordinated Notes were issued, eligible holders who consented to the amendments to the indenture received $50.00 in cash for each $1,000 in principal amount of 13.5% Senior Subordinated Notes they tendered. Following the successful completion of the exchange offer, MIC had significantly reduced its overall level of indebtedness and interest burden, improved its near-term liquidity position and created greater ongoing financial and operating flexibility.

        On August 8, 2003, our subsidiary, Millicom Telecommunications S.A., issued for an aggregate value of SEK 2,555,994,000 ($310 million) 5% Mandatory Exchangeable Notes, which are mandatorily exchangeable into our Tele2 AB shares and in respect of which no cash repayment of principal is required. In addition, our interest obligations in respect of the Mandatorily Exchangeable Notes have been secured by U.S. government treasury STRIPS, which were purchased by us with a portion of the net proceeds from the offering. We used remaining proceeds from the Mandatorily Exchangeable Notes in part to repurchase and redeem $167 million of the 11% Senior Notes.

        We used a portion of the net proceeds from our recent $550,000,000 offering of 10% Senior Notes to repay in full $395 million of the 11% Senior Notes and used another portion of such net proceeds to repay in full $137 million of the 13.5% Senior Subordinated Notes, which in each case were outstanding as of the date of such offering. See "Liquidity and Capital Resources—Overview".

        As of December 31, 2003, our total consolidated indebtedness was $1,276,865,000 (including the embedded derivative on the 5% Mandatory Exchangeable Notes for an amount of $103,457,000) and our total consolidated net indebtedness (representing total consolidated indebtedness after deduction of cash, cash equivalents and short-term time deposits) was $1,095,156,000.

        On April 26, 2004 MIC called the entire outstanding amount of 2% Senior Convertible PIK Notes Due 2006 (the "2% Notes") in an aggregate principal amount of approximately $160,000 for redemption in cash in accordance with the terms of the Indenture covering the 2% Notes. An amount of $63,371,000 out of the total $63,531,000 2% Notes was converted into MIC shares before April 26, 2004. Following these conversions, the total number of outstanding MIC shares is 89,638,927 shares with a par value of $1.50 each.

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        During the years ended December 31, 2001 and 2002, we upstreamed $55.1 and $96.7 million, respectively, of which $3.4 million and $8.8 million, respectively, was from divested operations. For the year ended December 31, 2003, we upstreamed $129.3 million.

    Other Short-Term Liabilities

        As of December 31, 2003, we had a total of $403,413,000 of short-term liabilities, including $132,664,000 of short-term debt and other financing. Management expects a substantial portion of such short-term debt to be extended prior to maturity.

        As of December 31, 2003, we had commitments to purchase within one year network equipment, land and buildings and other fixed assets with a value of $39,472,000 from a number of suppliers.

        As of December 31, 2003, we had outstanding letters of credit and guarantees of $29,187,000 and $124,410,000, respectively.

Contractual Obligations

        We have various contractual obligations to make future payments, including debt agreements and lease obligations. The following table summarizes our obligations under these contracts due by period as of December 31, 2003.

 
   Within
1 year
   Within
2–3 years
   Within
4–5 years
   After
5 years
   Total
 
    
   (in thousands of U.S. dollars)

    
Debt   132,664   505,640   15,565   573,074   1,226,943
Operating leases   310   417   237   125   1,089
Financial leases   137   23   —   —   160
Capital expenditure   39,472   —   —   —   39,472
   
 
 
 
 
Total   172,583   506,080   15,802   573,199   1,267,664
   
 
 
 
 

        The following table summarizes our obligations under these contracts due by period as of December 31, 2002.

 
   Within
1 year
   Within
2–3 years
   Within
4–5 years
   After
5 years
   Total
 
   (in thousands of U.S. dollars)
Debt   156,666   143,119   935,342   1,807   1,236,934
Operating leases   246   427   295   196   1,164
Financial leases   290   164   2   —   456
Capital expenditure   11,867   —   —   —   11,867
   
 
 
 
 
Total   169,069   143,710   935,639   2,003   1,250,421
   
 
 
 
 

Off-balance Sheet and Other Arrangements

        The Tele2 AB class B shares underlying the 5% Mandatory Exchangeable Notes have been lent to Deutsche Bank AG London pursuant to a securities lending arrangement. Deutsche Bank AG London may sell or on-lend the Tele2 AB class B shares it has borrowed from Millicom Telecommunications under the securities lending agreement. Deutsche Bank AG London is contractually required to deliver to Millicom Telecommunications such Tele2 AB class B shares upon requisite notice to Deutsche Bank AG London by Millicom Telecommunications, if (1) Millicom Telecommunications requires Tele2 AB class B shares to satisfy its obligations from time to time to deliver Tele2 AB class B shares upon exchange of the 5% Mandatory Exchangeable Notes by the noteholders or (2) specified bankruptcy related events with respect to Deutsche Bank AG London or defaults in the performance by Deutsche Bank AG London of its obligations under the securities lending agreement have occurred. Millicom

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Telecommunications is obligated to deliver Tele2 class B shares upon exchange of the 5% Mandatory Exchangeable Notes even in the event of a failure of Deutsche Bank AG London to redeliver to Millicom Telecommunications Tele2 class B shares. Millicom Telecommunications' obligations in respect of the delivery of those shares has not been guaranteed by MIC. See "Operating and Financial Review and Prospects—Description of Certain Indebtedness—Millicom Telecommunications S.A.'s 5% Mandatory Exchangeable Notes".

        MIC has a number of commitments and contingencies, as described in Note 28 to the consolidated financial statements.

Description of Certain Indebtedness

    10% Senior Notes

        On November 24, 2003, MIC issued $550 million aggregate principal amount of 10% Senior Notes due 2013. The 10% Senior Notes were issued pursuant to an indenture dated November 24, 2003 between MIC and The Bank of New York, as Trustee (the "10% Senior Notes Indenture").

        The 10% Senior Notes are senior, unsecured obligations of MIC. The 10% Senior Notes bear interest at 10% per annum, payable semiannually in arrears on June 1 and December 1 of each year, with a final maturity on December 1, 2013. The interest on the 10% Senior Notes is payable in cash.

        At any time and from time to time on or after December 1, 2008, MIC may redeem the 10% Senior Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date.

12-month period commencing December 1 in Year
   Percentage
  
2008   105.000 %
2009   103.333 %
2010   101.667 %
2011 and thereafter   100.000 %

        At any time and from time to time prior to December 1, 2006, MIC may redeem 10% Senior Notes with the net cash proceeds received by it from any sale of its common stock at a redemption price equal to 110% of the principal amount plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the 10% Senior Notes (including additional notes, if any, issued under the 10% Senior Notes Indenture); provided that

(1)
in each case the redemption takes place not later than 90 days after the closing of such sale, and

(2)
not less than 65% of the original principal amount of the 10% Senior Notes (including additional notes, if any, issued under the 10% Senior Notes Indenture) remains outstanding immediately thereafter.

        The 10% Senior Notes may also be redeemed at MIC's option in whole, but not in part, at any time at a price equal to the principal amount thereof, together with accrued and unpaid interest, if any, and other amounts due to the date of redemption, if MIC (or its successor) becomes obligated to pay certain additional amounts as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Luxembourg (or such successor's jurisdiction) or their respective political subdivisions or taxing authorities, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective after the issue date of the 10% Senior Notes (or the date such successor assumes MIC's obligations under the 10% Senior Notes).

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        The 10% Senior Notes Indenture contains certain covenants that, among others, restrict our ability to (i) incur additional debt; (ii) make certain payments, including dividends or other distributions, with respect to our capital stock, or prepayments of subordinated debt; (iii) make certain investments or sell assets; (iv) create certain liens or engage in sale and leaseback transactions; (v) provide guarantees for certain debt; (vi) enter into restrictions on the payment of dividends and other amounts; (vii) engage in certain transactions with affiliates; (viii) incur indebtedness other than at the MIC or operating subsidiary levels; (ix) consolidate, merge or transfer all or substantially all our assets; and (x) enter into other lines of business.

        Upon the occurrence of a change of control triggering event, which is defined in the 10% Senior Notes Indenture as a rating decline and change of ownership, holders of the 10% Senior Notes may require MIC to purchase all or a portion of the 10% Senior Notes at a purchase price of 101% of the stated principal amount of the 10% Senior Notes, plus accrued and unpaid interest, if any, on the 10% Senior Notes to the date of purchase.

        Under the 10% Senior Notes Indenture, MIC may not incur indebtedness unless the "leverage ratio" would be less than 4 to 1. The leverage ratio is the ratio of the consolidated principal amount of net debt outstanding to four times operating income. Even if MIC ceases to meet the leverage ratio requirement, it may incur debt under several "debt baskets" as set forth in the 10% Senior Notes Indenture.

    13.5% Senior Subordinated Notes

        In June 1996, MIC issued $962,000,000 principal amount at maturity of 13.5% Senior Subordinated Notes. MIC redeemed the 13.5% Senior Subordinated Notes in their entirety on December 29, 2003 in connection with the exchange offer and consent solicitation to holders of the 13.5% Senior Subordinated Notes. See "Recent Developments—Results of Tender Offer and Consent Solicitations" and "Operating and Financial Review and Prospects—Liquidity and Capital Resources—Corporate Financing" above.

    11% Senior Notes and 2% Senior Convertible PIK Notes

        In May 2003, MIC issued $562 million of 11% Senior Notes due 2006 and approximately $64 million of 2% Senior Convertible PIK Notes due 2006 in exchange for $776 million of 13.5% Senior Subordinated Notes. The 11% Senior Notes were issued pursuant to an indenture dated May 8, 2003 between MIC and The Bank of New York, as Trustee, and the 2% Senior Convertible PIK Notes were issued pursuant to an indenture dated May 8, 2003 between MIC and The Bank of New York, as Trustee (the "2% Senior Convertible PIK Notes Indenture").

        The 11% Senior Notes and the 2% Senior Convertible PIK Notes have been redeemed in full and are no longer outstanding. See "Recent Developments—Results of Tender Offer and Consent Solicitations" and "Operating and Financial Review and Prospects—Liquidity and Capital Resources—Overview".

        On March 19, 2004 MIC formally requested the Trustee of the 2% PIK Notes to call the entire outstanding amount of the 2% PIK Notes for redemption in cash in accordance with the terms of the indenture covering the 2% PIK Notes. On April 26, 2004 MIC called the entire outstanding amount of 2% Senior Convertible PIK Notes Due 2006 (the "2% Notes") in an aggregate principal amount of approximately $160,000 for redemption in cash in accordance with the terms of the Indenture covering the 2% Notes. An amount of $63,371,000 out of the total $63,531,000 2% Notes was converted into MIC shares before April 26, 2004. Following these conversions, the total number of outstanding MIC shares is 89,638,927 shares with a par value of $1.50 each. See "Recent Developments—Results of Tender Offer and Consent Solicitations".

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Millicom Telecommunications S.A.'s 5% Mandatory Exchangeable Notes

        On August 7, 2003, Millicom Telecommunications, MIC's wholly owned subsidiary, issued for an aggregate value of SEK 2,555,994,000 (approximately $310 million) 5% Mandatory Exchangeable Notes, which are exchangeable into Tele2 AB class B shares. The 5% Mandatory Exchangeable Notes may be exchanged either voluntarily at the option of the noteholders or mandatorily by Millicom Telecommunications as described below. The 5% Mandatory Exchangeable Notes will be exchangeable for an aggregate of up to 8,968,400 of the 8,968,414 Tele2 AB class B shares which MIC beneficially owned through Millicom Telecommunications at the time of the offering of the 5% Mandatory Exchangeable Notes. The number of Tele2 AB class B shares that Millicom Telecommunications is obligated to deliver upon exchange of the 5% Mandatory Exchangeable Notes is based on a formula that takes into account the market price of the Tele2 AB class B shares prior to any exchange. Under the formula, Millicom Telecommunications could retain up to 30% of the increase in value of the Tele2 AB class B shares over the designated reference price of SEK 285 per share. As a result, at August 6, 2006 or earlier, if all of the 5% Mandatory Exchangeable Notes have been redeemed and exchanged prior to that date, Millicom Telecommunications could own up to approximately 23% of the 8,968,400 Tele2 AB class B shares underlying the 5% Mandatory Exchangeable Notes.

        The 5% Mandatory Exchangeable Notes bear interest on the U.S. dollar equivalent amount of each note at a rate of 5% per annum. The aggregate U.S. dollar equivalent amount at the time of issuance of the 5% Mandatory Exchangeable Notes was approximately $310 million.

        The 5% Mandatory Exchangeable Notes may be exchanged voluntarily at the option of the noteholder at any time during the period commencing on September 17, 2003 and ending on the 25th trading day prior to August 7, 2006, which is expected to be July 11, 2006. In addition, the 5% Mandatorily Exchangeable Notes may be exchanged voluntarily at the option of the holder in the event of certain changes in tax laws and in the event of a takeover offer in respect of Tele2 AB.

        Unless otherwise previously redeemed and exchanged or purchased and canceled, each 5% Mandatory Exchangeable Note will be mandatorily exchanged by Millicom Telecommunications on August 7, 2006. If an event of default occurs under the trust deed governing the 5% Mandatory Exchangeable Notes, Millicom Telecommunications will be required to redeem and exchange the outstanding 5% Mandatory Exchangeable Notes in whole but not in part.

        Millicom Telecommunications' obligations in respect of the exchange of the 5% Mandatory Exchangeable Notes have been secured by, among other things:

    •
    an assignment of all of Millicom Telecommunications' rights, title and interest in and to the securities lending agreement described below pursuant to which Millicom Telecommunications has loaned to Deutsche Bank AG London 8,968,414 Tele2 AB class B shares;

    •
    a pledge agreement and a first fixed charge over all Tele2 AB class B shares redelivered to Millicom Telecommunications by Deutsche Bank AG London under the securities lending agreement; and

    •
    a fixed charge over Millicom Telecommunications' rights, title and interest in all other property delivered to Millicom Telecommunications by Deutsche Bank AG London under the securities lending agreement.

        Millicom Telecommunications has secured its obligations in respect of interest payments under the 5% Mandatory Exchangeable Notes by granting a security interest in certain U.S. Treasury STRIPS which were purchased by Millicom Telecommunications with a portion of the net proceeds of the offering. Millicom Telecommunications S.A. may not dispose of such securities without the consent of the trustee under the trust deed governing the 5% Mandatory Exchangeable Notes. Millicom Telecommunications' obligations to pay interest on the 5% Mandatory Exchangeable Notes, including

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additional amounts payable to noteholders if cash dividends or other cash distributions are made in respect of the Tele2 AB class B shares, have been guaranteed by MIC. Under the terms of the 5% Mandatory Exchangeable Notes, Millicom Telecommunications will be required to pay to the noteholders an amount equal to the amount of any cash dividend or distribution on the Tele2 AB class B shares underlying the exchangeable notes.

        Of the net proceeds of the offering of 5% Mandatory Exchangeable Notes, which amounted to SEK 2,483 million ($300.3 million), Millicom Telecommunications used $45.3 million to purchase U.S. Treasury STRIPS for purposes of securing the payment of interest on the 5% Mandatory Exchangeable Notes and approximately $60 million to repay borrowings under a short-term credit facility which had been used to refinance Millicom Telecommunications' facility with Toronto Dominion Securities.

        Pursuant to the securities lending agreement entered into with Deutsche Bank AG London (the "Securities Lending Agreement"), Millicom Telecommunications agreed to lend to and delivered to Deutsche Bank AG London, on or about July 22, 2003, 8,968,414 Tele2 AB class B shares, of which 8,968,400 currently remain borrowed. Deutsche Bank AG London may sell or on-lend the Tele2 AB class B shares it has borrowed from Millicom Telecommunications under the Securities Lending Agreement, subject to compliance with applicable securities laws. Millicom Telecommunications may require Deutsche Bank AG London to deliver to it Tele2 AB class B shares by providing requisite notice to Deutsche Bank AG London, if (i) Millicom Telecommunications requires Tele2 AB class B shares to satisfy its obligations from time to time to deliver Tele2 AB class B shares upon exchange of the 5% Mandatory Exchangeable Notes by the noteholders or (ii) specified bankruptcy related events with respect to Deutsche Bank AG London or defaults in the performance by Deutsche Bank AG London of its obligations under the Securities Lending Agreement have occurred. Under the Securities Lending Agreement, Deutsche Bank AG London has agreed that if any dividends or other distributions are made in relation to the borrowed Tele2 AB class B shares, it shall pay and deliver to Millicom Telecommunications a sum of money or property equivalent to the dividends or distributions. We have been informed by our advisors that, while the issue is not free from doubt, the Securities Lending Agreement may have inadvertently resulted in a technical breach of certain negative covenants relating to transfers of assets contained in the respective indentures governing the 11% Senior Notes and the 2% Senior Convertible PIK Notes. On November 13, 2003, we announced that, pursuant to a tender offer and consent solicitation in respect of the 11% Senior Notes and a consent solicitation in respect of the 2% Senior Convertible PIK Notes, we had received the requisite consents of the holders of the relevant notes to the waiver of this possible past default arising from the 5% Mandatory Exchangeable Notes and the Securities Lending Agreement. See "Recent Developments—Results of Tender Offer and Consent Solicitations".

Other Debt

        A portion of MIC's share of the indebtedness of its ventures is secured by cash deposits and standby letters of credit issued at the request of, and guaranteed by, MIC. Such corporate guarantees, cash deposits and standby letters of credit issued at MIC's request and guaranteed by MIC secured liabilities of $124,410,000 at December 31, 2003.

Operational financing

    Bolivia

        Telecel financed the expansion and further digitalization of its cellular network and refinanced existing debt by borrowings under:

    •
    a loan agreement dated June 1, 2001 with the IFC. The loan agreement provides for facilities of up to $25,000,000 and is comprised of three term loan facilities, which we refer to as the A Loan, the B Loan and the C Loan. The A Loan was in the amount of $10,000,000, the B Loan

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      was in the amount of $10,000,000 and the C Loan was in the amount of $5,000,000. The C Loan is subordinate and junior in right of payment to the senior debt of Telecel, including the A Loan and the B Loan. Telecel borrowed the full amount under each loan. Each loan bears interest at LIBOR plus 3.00%. Certain additional interest amounts are payable in respect of the C Loan. Payments of principal and interest in respect of the A Loan are repayable in semiannual installments beginning on December 15, 2002 and ending on December 15, 2006. Payments of principal and interest in respect of the B Loan are repayable in semiannual installments beginning on December 15, 2002 and ending on December 15, 2005. Payments of principal and interest in respect of the C Loan are repayable on December 15, 2006. The loan agreement contains financial covenants, including covenants to maintain minimum ratios of senior debt to EBITDA, long-term debt to debt service coverage and senior debt to equity.

    •
    a loan agreement dated June 11, 2001 with the FMO. The loan agreement provides for facilities of up to $10,000,000. The loan bears interest at LIBOR plus 3.0%. In September 2003, Telecel and FMO entered into an amendment to this agreement whereby the interest charged for the period between April 1, 2002 and June 16, 2003 and for the period beginning June 17, 2003 was increased by .75% and 2.00%, respectively. Payments of principal and interest in respect of the loan are repayable in semiannual installments beginning on December 15, 2002 and ending on December 15, 2005. The loan agreement contains the same covenants to maintain certain financial ratios as the loan with the IFC.

    •
    a loan agreement dated November 5, 2001 with Bayerische. The loan agreement provides for facilities of up to $10,361,228 and is comprised of two term loan facilities, which we refer to as Tranche I and Tranche II. The loan bears interest at LIBOR plus 0.90%. Each loan is repayable in 10 equal, consecutive semiannual installments, the first of which was paid on June 15, 2002. The loan agreement contains the same covenants to maintain certain financial ratios as each of the loans with the IFC and the FMO.

        MIC has guaranteed each of these loans, and debt owed by Telecel to MIC is subordinated in right of payment to the loans. As security for its obligations under these loans, Telecel has also granted a security interest in respect of certain of its assets.

        Since April 1, 2002, Telecel has been in breach of certain financial covenants contained in each of the three facilities. Telecel has entered into a standstill agreement with the IFC, FMO and Bayerische pursuant to which each has agreed, absent a deterioration in the credit of Telecel or MIC, not to accelerate payment of the obligations under their respective facilities until Telecel's 2003 audited financials become available, so long as MIC continues to assist Telecel in making scheduled repayments. There can be no assurance, however, that Telecel will be able to resolve this matter satisfactorily or that any of the lenders will not seek to accelerate repayment of the outstanding balances upon expiration of the standstill agreements.

    Guatemala

        In connection with the purchase of GSM equipment, Comcel entered into a facility agreement dated September 8, 2003 with a syndicate of banks led by Banco G&T Continental. The facility agreement provides for an amortizing seven-year term loan facility in an aggregate principal amount of Quetzal 400,000,000 (approximately $40,000,000). Amortization payments are payable semiannually in the amount of Quetzal 33,333,000 each and are scheduled to begin in March 2005. Interest is payable at an annual rate of 8.00% for the first year of the loan and is subject to adjustment semiannually thereafter. The facility agreement contains financial covenants, including covenants to maintain minimum debt to EBITDA and debt service coverage ratio, as well as negative covenants that restrict Comcel's ability to, among others things, pay dividends.

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    El Salvador

        In connection with the acquisition by Telemovil El Salvador of 30% of its own shares a debt of $51,517,000 is outstanding as of December 31, 2003. This debt is guaranteed by MIC.

    Pakistan

        In 2003, Pakcom entered into a long-term financing agreement with National Bank of Pakistan for an amount of Rupees 1,250 million (approximately $21,834,000) bearing interest at 4.1% repayable in 2007.

        During 2003 Paktel entered into a Sale and Purchase Agreement of its existing and future receivables with SPV Limited, a special purpose vehicle incorporated in Pakistan. The total receivables sold amount to Rupees 1,308 million (approximately $22,900,000) and their acquisition price amounts to Rupees 990 million (approximately $17,300,000). SPV Limited has financed this acquisition by the issuance of Term Finance Certificates ("TFC") that have been underwritten by financial institutions for an aggregate amount of Rupees 840 million (approximately $14,700,000) and by Pakcom for an amount of Rupees 150 million (approximately $2,600,000). As MIC bears the risks associated with this financing transaction, MIC has consolidated SPV Limited in its financial statements. As of December 31, 2003, the outstanding amount of TFC was $15.6 million.

        In November 2002, Pakcom signed a syndicated finance agreement for an aggregate of Rupees 800 million (approximately $13,700,000). For this agreement, Faysal Bank Limited acts as security agent and Standard Chartered Bank acts as facility agent. The facility is repayable in monthly installments until December 31, 2004 and bears interest at the State Bank of Pakistan discount rate plus 1.75%, with a floor rate of 11.75%. As security for its obligations under the agreements, Pakcom has assigned certain receivables from PTCL and created a first charge by way of hypothecation in favor of the security agent on certain of Pakcom's present fixed assets.

    Sri Lanka

        Celltel entered into a term facility agreement dated September 15, 2000, with ABN-Amro as arranger, pursuant to which Celltel borrowed Rupees 1,534,000,000 (approximately $20,000,000). This facility bears interest at the Sri Lanka treasury bill rate plus 3.00%. Payments of principal and interest are repayable in 13 quarterly installments commencing two years from the date of the agreement. The agreement contains financial covenants, including covenants to maintain minimum debt to EBITDA, debt service coverage ratio and interest cover ratio, as well as negative covenants that restrict Celltel's ability to, among other things, pay dividends. As security for its obligations under the agreement, the agreement provides for Celltel's creation of mortgages over its assets.

    Tanzania

        In June 2003, MIC Tanzania entered into a syndicated term loan facility agreement with Standard Chartered Bank Tanzania Limited as arranger, pursuant to which MIC Tanzania may borrow up to an aggregate of $15,000,000 ($6,000,000 million in U.S. dollars and $9,000,000 in Tanzania Shilling). This facility bears interest at, in the case of advances under the facility in U.S. dollars, LIBOR plus 4.50% and, in the case of advances in Tanzania Shilling, at the Treasury Bill Rate plus 4.50%, provided that, in the case of advances under the facility in Tanzania Shilling, the minimum applicable interest rate will be 12.00% per annum. As security for its obligations under the agreement, the agreement provides for a fixed and floating charge over MIC Tanzania's assets.

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.

Board of Directors

Directors

        MIC's directors are as follows:

Name
   Position
   Year
Appointed
   Date of
Expiration
of Term
E. Håkan Ledin   Former Chairman   1990   May 2004
Vigo Carlund   Member   2002   May 2004
Ernest Cravatte   Member   2003   May 2004
Lars-Johan Jarnheimer   Member   2001   May 2004
Daniel Johannesson   Chairman   2003   May 2004
Raymond Kirsch   Member   1994   May 2004
Michel Massart   Member   2003   May 2004
Cristina Stenbeck   Member   2003   May 2004

        E. Håkan Ledin, former Chairman of the Board of Directors, passed away peacefully at the age of 66 on March 8, 2004. Mr. Ledin provided great services to MIC contributing to the success of the Group. He was President of Millicom International Holdings Limited, a subsidiary of Mil-Inc, from 1987 until December 1990, when Millicom International Holdings Limited became part of MIC and Mr. Ledin became an Executive Vice President of MIC. He became Vice Chairman in May 1995 and was appointed Chairman in August 2002. Previously, he was Group Executive Vice President and a director of Telefonaktiebolaget LM Ericsson as well as Chairman and President of Ericsson Inc. He became a director of MIC in May 1991. Mr. Ledin was also Vice Chairman of Tele2 AB.

        Daniel Johannesson, age 61, has held a number of executive positions at major Swedish companies including Senior Executive of the construction company Skanska, where he was responsible for their telecommunications and facilities management interests, and Chief Executive Officer of Industriförvaltnings AB Kinnevik and national railway operator, SJ. On March 8, 2004, Mr. Johannesson was appointed as Chairman of the Board of Directors of MIC.

        Vigo Carlund, age 57, non-executive member, has worked for the Kinnevik Group since 1968. He previously was Vice President of Industriförvaltnings AB Kinnevik and became CEO in May 1999. He is also Chairman of Transcom WorldWide S.A., Metro International S.A. and Korsnas AB. He was appointed to the Board of MIC in 2002 and is also a director of Tele2 AB.

        Ernest Cravatte, age 54, non-executive member, is a practicing lawyer in Luxembourg and a former member of the Executive Management of Banque Generale du Luxembourg. He has also held positions on various banking supervisory committees.

        Lars-Johan Jarnheimer, age 44, non-executive member, was appointed to the Board in May 2001. He has been President and CEO of Tele2 AB since March 1999, and previously was Vice President of Industriförvaltnings AB Kinnevik.

        Raymond Kirsch, age 62, non-executive member, is the President and Chief Executive Officer of Banque et Caisse d'Epargne de L'Etat Luxembourg. He became a director of MIC in May 1994.

        Michel Massart, age 52, non-executive member, was appointed to the Board in May 2003. Up to June 2002, he was a Partner of PricewaterhouseCoopers in Belgium, where he set up the corporate finance department in 1997, and was a former member of the Board of the Institute of Statutory Auditors. He is currently a professor at Solvay Business School in Brussels, Belgium.

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        Cristina Stenbeck, age 26, is Vice Chairman of the Board of Directors of Industriförvaltnings AB Kinnevik, Invik & Co. and Metro International, and a member of the Board of Directors of Modern Times Group, Tele2 AB and Transcom WorldWide S.A.

Board Practices

        Directors' Service Agreements.    None of MIC's directors has entered into service agreements with MIC or its subsidiaries providing for benefits upon termination of employment.

        Audit Committee.    MIC's directors have established an Audit Committee that convenes at least four times a year, comprising Mr. Michel Massart, Mr. Ernest Cravatte and Mr. Raymond Kirsch, each of whom are directors of MIC. This committee has responsibility for planning and reviewing MIC's annual and quarterly reports and accounts and the involvement of MIC's auditors in that process, focusing particularly on compliance with legal requirements and accounting standards, and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving MIC's annual and quarterly reports and accounts remains with MIC's Board of Directors.

        Remuneration Committee.    MIC's directors have established a Remuneration Committee comprised of Mr. Marc Beuls, MIC's Chief Executive Officer, and previously Mr. E. Håkan Ledin, MIC's former Chairman. Since March 8, 2004, Mr. Johannesson took over as Chairman of the Board. This committee reviews and makes recommendations to MIC's Board of Directors regarding its compensation policies and all forms of compensation to be provided to our executive officers and other employees.

Senior Management

Name
   Position
Marc Beuls   President and Chief Executive Officer
Mikael Grahne   Chief Operating Officer
Bruno Nieuwland   Chief Financial Controller
Won-Suck Song   Executive Vice President—Operations
Judy Tan   Chief of Finance—Global Operations

        Marc Beuls, age 47, President and Chief Executive Officer, was promoted to his current position in January 1998 from his position as Senior Vice President Finance. Mr. Beuls joined MIC in March 1992. Prior to joining MIC he held several positions with Generale Banque Belgium, both as branch manager and senior trade finance manager for emerging markets. Mr. Beuls is also a non-executive director of Tele2 AB and a non-executive director at Banque Invik.

        Mikael Grahne, age 51, joined MIC in February 2002, having previously been President of Seagram Latin America. Prior to this he held various senior management positions at PepsiCo and at Procter & Gamble. Mr. Grahne has an MBA from the Swedish School of Economics in Helsinki.

        Bruno Nieuwland, age 33, joined MIC in December 2003. He was previously a Senior Manager with Ernst & Young. He became a chartered accountant in Luxembourg in 1998 and was a member of the quality control commission at the IRE (institute of chartered accountants in Luxembourg). He obtained a degree in finance at Solvay Business School, Brussels.

        Won-Suck Song, age 36, was appointed to his current position in October 2002. He started his career with the Kinnevik Group in 1997, where he held the position of Chief Operating Officer of Metro International before being transferred in June 2001 to Tele2 AB as Executive Vice President.

        Judy Tan, age 33, joined MIC in 1998 with responsibility for the Asian operations. She was appointed to her current position in November 2002 with responsibility for all operating ventures. She

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qualified as a Certified Public accountant with PricewaterhouseCoopers, Singapore and has an MBA from Imperial College, London.

Remuneration to the Board of Directors and senior executives

Principles

        Remuneration of the President & Chief Executive Officer and other senior management comprises an annual base salary, bonus, stock options and other benefits. Other senior management includes the Chief Operating Officer, the Executive Vice President-Operations, the Chief Financial Controller and the Chief of Finance-Global Operations. The bonus and stock options programmes are based on actual performance (including individual and Company performance). Bonuses can range between 25% and 75% of the annual base salary. Options are granted once a year by the Board of Directors. The remuneration of the CEO is approved by the Chairman of the Board of Directors, and the remuneration of senior executives is set by the CEO.

        During 2003 the aggregate amount of compensation paid to the Chairman of the Board of Directors of MIC was $96,000 and the aggregate amount paid to other members of the Board of Directors of MIC was $200,000. The President & Chief Executive Officer of MIC was paid an annual base salary of $1,169,508 in 2003. The aggregate remuneration to the other members of the senior management of MIC during 2003 was $1,511,217 of which bonus amounted to $193,500 and other benefits $272,466. The bonus for 2003 for the President & Chief Executive Officer and the Chief Operating Officer have not yet been defined and could reach up to 50% and 75%, respectively, of annual base salary. In addition to his base salary, the pension insurance cost of the President & Chief Executive Officer for 2003 amounts to $1,636,000 of which $1,326,000 relates to adjustments for prior years. The estimated pension cost for 2003 amounts to $310,000. No pension arrangement exists for any other member of the senior management. In addition to the above described compensation, a number of options were granted in 2003 to directors and senior management as described in the table below.

Pension and severance payments

        Annual contributions to the pension insurance of the CEO are based on a yearly contribution paid to a third party insurance company. The yearly contribution is based on the projected entitlement at the time of retirement and is based on an average of the annual base salary of previous years and length of service with the Company.

        If employment of members of the senior management is terminated by MIC, severance payment of up to 12 months salary is payable.

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Options

        The following options to purchase shares of MIC common stock with a par value of $1.50 each, issued to directors, officers and employees of MIC were outstanding as of December 31, 2003.

Date issued
   Number of
options
   Exercise price $
   Terms of option
May 1994, May 1995, May 1996, May 1997, January 1998, May 1998, August 1999, May 2000, December 2001, December 2002 and May 2003   2,749,708   3.32–36.66   Exercisable over a three-year period in equal installments. Options have an indefinite life.

May 2003
 
550,500
 
3.32
 
Exercisable over a three-year period in equal installments. Options expire after six years from date of grant.

May 1998, August 1999, May 2000, June 2000, December 2001 and December 2002
 
1,220,600
 
3.75–31.88
 
Exercisable over a five-year period (1/3 vested after three years, 2/3 vested after four years, 100% vested after five years). Options expire after six years from date of grant.

 
 

 
 
 
 

Balance as of December 31, 2003
 
4,520,808
 
 
 
 

 
 

 
 
 
 

        Of the above options, 1,880,852 were exercisable at December 31, 2003. During the year ended December 31, 2003, no options were exercised. At December 31, 2002, 1,956,204 (2001: 2,056,371) were exercisable. No options were exercised during 2002 (2001: 444). In 2003, 1,020,696 (2002: 1,706,139) options, were forfeited.

        In February 2003, an Extraordinary General Meeting of MIC passed a resolution approving a reverse share split whereby three existing shares with a par value of $2 each would be exchanged for one share with a par value of $6 each. In February 2004, an Extraordinary General Meeting of MIC passed a resolution approving a share split whereby one then existing share with a par value of $6 each would be exchanged for four new shares with a par value of $1.50 each. The number and exercise price of options referred to for periods prior to such date above have been restated to reflect the share split.

    Share and Option Ownership of Directors and Members of the Senior Management

        The following table sets forth, as at December 31, 2003, the total amount of MIC common stock and options beneficially owned by the directors, the Chief Executive Officer and the other members of senior management of MIC. Other senior management includes the Chief Operating Officer, the Executive Vice President—Operations, the Chief Financial Controller and the Chief of Finance—Global Operations. Options are granted once a year by the Board of Directors and are approved by the

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Board. The exercise price of the options equals the market price at date of grant. In May 2003, 947,992 options were granted at a market value of USD 3.32.

 
   Common Stock
   Total number of
options(2)
   Of which Options
granted in 2003
Chairman of the Board of Directors   545,396   633,992   34,000
Other members of the Board of Directors   5,566,992 (1) 368,656   102,000
CEO   65,144   1,706,660   600,000
Other members of the senior management   —   625,040   211,992
(1)
This includes 5,132,940 shares owned by the 1980 Stenbeck Trust and 420,456 shares owned by the 1985 Stenbeck Trust.

(2)
Further information regarding stock options is included in Note 17 of the Notes to the consolidated financial statements.

Employees

        On a proportional basis, Millicom employed an average of 1,917 employees in 2003, of which 622 were employed in Asia, 911 in Latin America, 336 in Africa and 48 in Europe. On a proportional basis, Millicom employed an average of 2,080 employees for the year ended December 31, 2002 (2001: 3,032; 2000: 3,515). Of these, in 2002, 680 were employed in Asia, 981 in Latin America, 325 in Africa, 89 in Europe and 5 in the United States.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Principal Shareholders

        The following table sets forth certain information known to MIC as of December 31, 2003, unless indicated, with respect to beneficial ownership of the MIC Common Stock, with a par value of $1.50 each (after the stock split in February 2004), by (i) each person who beneficially owns more than 5% of the MIC Common Stock and (ii) significant related parties to MIC. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all shares beneficially owned by them. The holders listed below have the same voting rights as the holders of MIC Common Stock. 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 each person, or group of persons, named below on a given date, any security which such person or persons has the right to acquire within 60 days after such date (including shares which may be acquired upon exercise of vested portions of stock 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. MIC is deemed to be controlled by Kinnevik B.V. by virtue of their ownership of 35.2% of MIC's outstanding common stock.

Stockholder
   Amount of shares
   Percentage
  
Kinnevik   23,375,160   35.2 %(1)
The 1980 Stenbeck Trust   5,132,940   7.7 %
Invik & Co. AB   1,253,888   1.9 %
The 1985 Stenbeck Trust   420,456   0.6 %
(1)
Includes shares held by Kinnevik International AB and Kinnevik B.V.

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        On December 15, 2003, Kinnevik announced that it had purchased $10,863,000 in aggregate principal amount of 2% Senior Convertible PIK Notes, which are convertible into an aggregate of 4,042,046 shares of MIC common stock. As at that date, Kinnevik held an aggregate of $13,205,000 in principal amount of 2% Senior Convertible PIK Notes, which are convertible into an aggregate of 4,913,488 shares of MIC common stock.

Related Party Transactions

        In the past, MIC allowed its senior management to participate in its joint venture companies. In the future, management participation in our business will only be through options granted to acquire MIC common stock. See also "Operating and Financial Review and Prospects—Liquidity and Capital Resources—Investments".

    Kinnevik

        The Company's principal shareholder is Industriförvaltnings AB Kinnevik ("Kinnevik"). Kinnevik is a Swedish holding company with interests in the telecommunications, media, publishing and paper industries. As of December 31, 2003, Kinnevik owned approximately 35.2% of MIC.

        On December 31, 1995 MIC acquired 17.7% of MACH from Kinnevik. The consideration, which was to have a minimum present value of $5,000,000 at December 31, 1995, consisted of (i) an initial payment of $1,000,000 plus interest, at the ruling market rate, for the month of January 1996, (ii) seven additional payments for each of the financial years 1996 to 2002, calculated as 17.7% of MACH's pre-tax profit for the relevant year and payable in April of the following year, and (iii) a final payment payable in April 2003, calculated as the higher of (a) the sum of the seven additional payments multiplied by a factor of 1.3 minus the initial payment or (b) the amount required to make the present value of all payments at December 31, 1995 equal to $5,000,000. The final payment was made in common stock of MIC. In 2002 an amount of $3,958,000 (2001: $7,042,000) due to Kinnevik was included in the balance sheet under the heading "Amounts due to shareholders". In addition, as of December 31, 2002, MIC owed $63,000 for additional charges. The balance was settled in 2003.

        In May 2002, MIC sold a 17% interest in MIC Systems BV, the parent company of MACH to Kinnevik BV for $17,000,000.

        During 2002, Kinnevik purchased MIC 13.5% Notes (Notes 9, 18c and 29 in the notes to the consolidated financial statements) on the open market with a face value of $44,000,000. MIC then exchanged these for $1,500,000 cash and 672,016 Tele2 AB series B shares at market prices realizing a gain of $28,676,000 on the transaction.

        During the course of 2002, MIC sold an additional 6,177,369 Tele2 AB series B shares at market prices to Kinnevik for a value of $104,295,000.

        As of December 31, 2003 Kinnevik held an aggregate of $13,205,000 in principal amount of 2% PIK Notes. These were converted in March 2004 into an aggregate of 4,913,488 shares of our common stock.

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    Tele 2 AB

        In November 2001, MIC sold 100% of its interests in FORA Telecom BV, its Russian Cellular telephone operations to Tele2 AB for a consideration of $80 million in Tele2 AB series "B" shares plus a maximum equivalent of $30 million in cash or additional Tele2 AB series "B" shares, depending on the outcome of GSM license applications for three of MIC's cellular telephone operations in Russia. The sale resulted in a $6,693,000 gain on the disposal in 2001 (Note 29 in the notes to the consolidated statements). During 2002, MIC obtained the necessary GSM licenses referred to above and received the additional proceeds of $30 million in cash. In addition, certain loans for which MIC was liable were settled at less than their carrying value. The gain realized in obtaining the licenses and settling the loans net of costs incurred in the acquisition of the licenses, amounted to $30,859,000 in 2002.

    Great Universal and Modern Holdings

        As of December 31, 1998, the Group, through its subsidiary MIC-USA inc. ("MIC-USA"), had a 100% temporary and restricted shareholding in Great Universal. On December 31, 1999, MIC-USA transferred its 100% ownership and related rights in Great Universal to Great Universal LLC 1999 Trust for a consideration of $5,027,000, corresponding to the net book value of MIC's investment in Great Universal. During 2002, MIC recorded an impairment loss for 100% of this asset due to uncertainty concerning its recoverability (Notes 9 and 29 in the notes to the consolidated statements). The rights and obligations of MIC-USA toward Great Universal were assigned to Great Universal LLC. Great Universal continues to indemnify MIC against certain contingent liabilities of Millicom. Great Universal is currently engaged in the communications, information technology, teleservices and media industries primarily in the United States.

        In January 2000, MIC invested $10,000,000 in Modern Holdings in the form of promissory notes. In February 2000, those notes were converted into 1,293,095 shares of common stock, representing 8.5% of the share capital of Modern Holdings. This investment is recorded as non-current available-for-sale security (Notes 9 and 29 in the notes to the consolidated statements).

        MIC does not consolidate its investment in Great Universal and Modern Holdings since the restrictions on their ability to distribute dividends is considered a severe long-term restriction that significantly impairs their ability to transfer funds to MIC. Further, due to the existence of warrants, enabling the warrant holders to obtain control over Great Universal and Modern Holdings, MIC considers that it does not control these companies.

    Other

        The Group maintains corporate bank accounts at Banque Invik through which it makes payments and receives monies in the normal course of business. As of December 31, 2003, the Group had current accounts, time deposits and blocked deposits at Banque Invik.

        MIC charged $nil (2002: $nil; 2001: 280,000) to related parties for services rendered.

        Compensations for Directors' services are detailed in Note 21 of the notes to the consolidated financial statements.

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    Services purchased and sold to affiliated companies

        The following sales and purchases and outstanding balances occurred with companies affiliated to MIC. The services purchased and supplied covered fraud detection, network and IT support, acquisition of assets and customer care systems.

 
   Purchases in year
   Amounts payable as of
December 31,
 
   2003
   2002
   2001
   2003
   2002
 
   (in thousands of U.S. dollars)
Applied Sales Management   —   110   100   —   —
Applied Value   369   2,009   484   24   252
Banque Invik   937   638   438   348   44
Bassett   451   669   1,222   40   23
Ephibian   24   38   —   14   —
Foreign Value   730   —   —   —   —
Great Universal   —   —   —   —   25
Lothar Systems   —   10   1,601   —   288
Netcom Consultants   352   157   554   —   9
Praesidium   50   204   70   —   —
Procure-it-right   1,384   839   962   72   100
Search Value   159   489   189   38   —
Shared Value   638   656   477   41   23
Tele2 AB   247   50   25   31   5,723
YXK Systems   —   28   —   —   —
Total   5,341   5,897   6,122   608   6,487

        As of December 31, 2003 and 2002, MIC had the following receivables from related parties:

 
   2003
   2002
 
   (in thousands of U.S. dollars)
Kinnevik   154   1,976
Lothar   —   922
Metro   247   734
Modern Holdings   1,690   1,825
Modern Times Group   265   752
Netcom   16   64
Shared Value   18   18
Stonebrook Enterprises   156   156
Tele2 AB   359   359
Total   2,905   6,806

        In the opinion of our management, the terms of the transactions described above are at least as favorable to us as could have been obtained from independent parties.

ITEM 8.    FINANCIAL INFORMATION

Financial Statements and Other Information

        See Item 18 for the Company's Financial Statements.

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Legal Proceedings

        We are currently party to litigation relating to certain operations, but in management's opinion these will not have a material negative impact on our financial position or operations.

Dividend Policy

        Holders of the MIC Common Stock are entitled to receive dividends ratably when, as and if declared by the Company's Board of Directors, subject to Luxembourg legal reserve requirements. The Company has not paid any cash dividends on its common stock since inception. The Company anticipates that it will retain any earnings for use in the operation and expansion of its business and does not anticipate paying any cash dividends on the MIC Common Stock in the foreseeable future. In addition, the ability of the Company to make dividend payments or other payments on its common stock is limited by the Indenture for the Company's New Notes. Management will consider any tax consequences to the Company before declaring a dividend.

ITEM 9.    THE OFFER AND LISTING

        The principal trading market for the MIC Common Stock is the NASDAQ National Market.

        On February 16, 2004, an Extraordinary General Meeting of the Company passed a resolution approving a stock split of the issued shares of the Company by exchanging one existing ordinary share with a par value of $6.00 into four new ordinary shares with a par value of $1.50, which became effective on February 20, 2004.

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        All prices quoted below have been adjusted to reflect the reverse stock split in February 2003 and the stock split in February 2004. All figures presented are at a par value of $1.50 each.

 
   High
   Low
Year ended December 31, 1999            
First Quarter   $ 29.62   $ 17.16
Second Quarter   $ 30.00   $ 19.50
Third Quarter   $ 23.72   $ 18.84
Fourth Quarter   $ 48.37   $ 18.56

Year ended December 31, 2000
 
 
 
 
 
 
First Quarter   $ 61.12   $ 37.03
Second Quarter   $ 51.46   $ 26.25
Third Quarter   $ 38.81   $ 25.59
Fourth Quarter   $ 27.56   $ 16.08

Year ended December 31, 2001
 
 
 
 
 
 
First Quarter   $ 25.69   $ 13.97
Second Quarter   $ 23.59   $ 13.45
Third Quarter   $ 18.73   $ 7.69
Fourth Quarter   $ 9.26   $ 6.87

Year ended December 31, 2002
 
 
 
 
 
 
First Quarter   $ 10.44   $ 3.50
Second Quarter   $ 5.89   $ 1.20
Third Quarter   $ 1.30   $ 0.49
Fourth Quarter   $ 1.72   $ 0.29

Year ended December 31, 2003
 
 
 
 
 
 
First Quarter   $ 2.25   $ 1.09
Second Quarter   $ 7.13   $ 1.77
Third Quarter   $ 12.16   $ 6.65
October 2003   $ 15.58   $ 11.24
November 2003   $ 19.94   $ 15.19
December 2003   $ 19.88   $ 16.20

Year ended December 31, 2004
 
 
 
 
 
 
January 2004   $ 20.52   $ 17.42
February 2004   $ 22.44   $ 17.87
March 2004   $ 22.92   $ 17.35

        On April 23, 2004, the closing market price for MIC Common Stock was $27.80.

        Our shares are also traded on the Stockholmsbörsen and the Luxembourg Stock Exchange.

        There are currently no Luxembourg decrees or regulations restricting the import or export of capital affecting the remittance of dividends or other payments to holders of MIC Common Stock who are non-residents of the Grand-Duchy of Luxembourg.

        There are no limitations relating only to non-residents of the Grand-Duchy of Luxembourg under Luxembourg law or the Articles of Incorporation of the Company on the right to be a holder of, and to vote in respect of MIC Common Stock.

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Nasdaq Corporate Governance Exemption

        Nasdaq granted an exemption to MIC with respect to the quorum requirement under Rule 4350(f), which requires each issuer to provide for a quorum as specified in its by-laws for any meeting of the holders of common stock, which shall in no case be less than 331/3% of the outstanding shares of a company's common voting stock. Our articles of association do not provide any quorum requirement that is generally applicable to general meetings of our shareholders. This absence of a quorum requirement is in accordance with Luxembourg law and generally accepted business practices in Luxembourg.

ITEM 10.    ADDITIONAL INFORMATION

Memorandum and Articles of Association

Registration and Object

        Millicom International Cellular is a public liability company ("société anonyme") governed by the Luxembourg law of August 10, 1915 on Commercial Companies, incorporated on June 16, 1992 and registered with the Luxembourg Trade Register ("Registre de Commerce et des Sociétés") under the number B-40.630.

        Article 3 of the articles of incorporation of the Company defines the purpose of the Company as follows: "the purposes for which the Company is formed are to engage in all transactions pertaining directly or indirectly to the acquisition of participating interests in any business enterprise, including but not limited to, the administration, management, control and development of any such enterprise, and to engage in all other transactions in which a company created under the laws of Luxembourg may engage".

Directors

        Restrictions on voting—In case a director has a personal material interest in a proposal, arrangement or contract to be decided by the Company, article 13 of the articles of incorporation of the Company provide that the validity of the decision of the Company will not be affected by a conflict of interest existing for a director. However, any such personal interest must be disclosed to the board of directors and the concerned director can not vote on the relevant issue. Such conflict of interest must be reported to the next general meeting of shareholders.

        Compensation—The decision on the annual remuneration of the directors ("tantièmes") is reserved by article 12 of the articles of incorporation to the general meeting of shareholders. Directors can therefore not vote compensation to themselves. Yet, the Directors could vote on the employment contract terms of their own contract with the Company (including special bonuses there under) and, if the Articles so permit (which they do for MIC) on the allotment of shares under a share option scheme.

        Borrowing powers—The Directors generally have unrestricted borrowing powers on behalf of and for the benefit of the Company.

        Age limit—There is no age limit for being a director of the Company. Directors are appointed for a maximum of six years and are re-eligible.

        Share ownership requirements—Directors need not be shareholders.

Shares

        Rights attached to the shares—The Company has only one class of shares, each share entitling (i) to one vote at the general meeting of shareholders, (ii) to receiving dividends out of distributable profits when such distributions are decided and (iii) to share in any surplus left after the payment of all the

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creditors in the event of liquidation. There is a preferential subscription right under any Share or Rights issue for cash, unless the Directors restrict the exercise thereof.

        Redemption of shares—The articles of incorporation provide for the possibility and the terms of the repurchase by the Company of its own shares, solely at the Company's initiative.

        Sinking funds—The Company's shares are not subject to any sinking fund.

        Liability to further Capital Calls—All of the issued shares in the Company's capital are fully paid. Accordingly none of the Company's shareholders are liable for further capital calls.

        Principal Shareholder Restrictions—There are no provisions in the articles of incorporation that would discriminate against any existing or prospective holder of the Company's shares as a result of such shareholder owning a substantial number of shares.

Changes to the Shareholders' Rights

        In order to change the rights attached to the shares of the Company, a general meeting of shareholders must be duly convened and held before notary, as it implies the amendment of the articles of incorporation of the Company. A quorum of presence of at least 50% is required (in a meeting held on a first call) and the decision must be taken by a majority of two thirds of the shares present or represented. Any change to the obligations attached to shares may only be passed with the unanimous consent of all the shareholders.

Shareholders meetings

        General meetings of shareholders are convened by convening notice published in the Luxembourg official Gazette and in a Luxembourg newspaper, twice at an interval of eight days, at least eight days prior to the meeting. If all the shares are registered shares, a convening notice may, as an alternative to the publication, be sent to each shareholder by registered mail at least eight days before the annual general meeting. According to article 17 of the articles of incorporation of the Company, the board of directors determines in the convening notice the formalities to be observed by each shareholder for admission to the general meeting of shareholders. An annual general meeting of shareholders must be convened every year on the date provided for in the articles of incorporation (article 18: the last Tuesday of May of each year). Other meetings can be convened as necessary.

Limitation on Securities Ownership

        There are no limitations under Luxembourg law or the articles of incorporation on the rights for non-resident or foreign entities to own shares in the Company.

Change of control

        There are no provisions in the articles of incorporation of the Company that would have an effect of delaying, deferring or preventing a change in control of the Company 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 the Company and any change in such participation.

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Disclosure of Shareholder Ownership

        There are no provisions of the articles of incorporation by which a certain ownership threshold must be disclosed. However, Luxembourg laws provide that any entity or person holding more than certain thresholds (10%, 20%, 331/3%, 50% and 662/3%) of a company listed on the Luxembourg Stock Exchange must declare such shareholding to the Luxembourg Stock Exchange and to the Company itself. Such disclosure is mandatory also in case of a decrease beyond such respective thresholds.

Material Contracts

        In November 2003, the Company issued $550 million aggregate amount of 10% Senior Notes due 2013 (the "10% Notes") pursuant to an indenture dated November 24, 2003 between the Company The Bank of New York (the "10% Notes Indenture").

        The 10% Notes are senior, unsecured obligations of the Company. The 10% Notes bear interest at 10% per annum, payable semiannually in arrears on June 1 and December 1 of each year, with a final maturity on December 1, 2013. The interest on the 10% Notes is payable in cash.

        At any time and from time to time on or after December 1, 2008, the Company may redeem the 10% Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date.

12-month period commencing December 1 in Year
   Percentage
  
2008   105.000 %
2009   103.333 %
2010   101.667 %
2011 and thereafter   100.000 %

        At any time and from time to time prior to December 1, 2006, the Company may redeem 10% Notes with the net cash proceeds received by it from any sale of its common stock at a redemption price equal to 110% of the principal amount plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the 10% Notes (including additional notes, if any, issued under the 10% Notes Indenture); provided that

(1)
in each case the redemption takes place not later than 90 days after the closing of such sale, and

(2)
not less than 65% of the original principal amount of the 10% Notes (including additional notes, if any, issued under the 10% Notes Indenture) remains outstanding immediately thereafter.

        The 10% Notes may also be redeemed at the Company's option in whole, but not in part, at any time at a price equal to the principal amount thereof, together with accrued and unpaid interest, if any, and other amounts due to the date of redemption, if the Company (or its successor) becomes obligated to pay certain additional amounts as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Luxembourg (or such successor's jurisdiction) or their respective political subdivisions or taxing authorities, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective after the issue date of the 10% Notes (or the date such successor assumes the Company's obligations under the 10% Notes).

        The 10% Notes Indenture contains certain covenants that, among others, restrict our ability to (i) incur additional debt; (ii) make certain payments, including dividends or other distributions, with respect to our capital stock, or prepayments of subordinated debt; (iii) make certain investments or sell assets; (iv) create certain liens or engage in sale and leaseback transactions; (v) provide guarantees for certain debt; (vi) enter into restrictions on the payment of dividends and other amounts; (vii) engage in

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certain transactions with affiliates; (viii) incur indebtedness other than at the Company or operating subsidiary levels; (ix) consolidate, merge or transfer all or substantially all our assets; and (x) enter into other lines of business.

        Upon the occurrence of a change of control triggering event, which is defined in the 10% Notes Indenture as a rating decline and change of ownership, holders of the 10% Notes may require the Company to purchase all or a portion of the 10% Notes at a purchase price of 101% of the stated principal amount of the 10% Notes, plus accrued and unpaid interest, if any, on the 10% Notes to the date of purchase.

        Under the 10% Notes Indenture, the Company may not incur indebtedness unless the "leverage ratio" would be less than 4 to 1. The leverage ratio is the ratio of the consolidated principal amount of net debt outstanding to four times operating income. Even if the Company ceases to meet the leverage ratio requirement, it may incur debt under several "debt baskets" as set forth in the 10% Notes Indenture.

        On August 7, 2003, Millicom Telecommunications S.A., MIC's wholly-owned subsidiary, issued for an aggregate value of SEK 2,555,994,000 (approximately $310 million) Mandatory Exchangeable Notes (the "5% Mandatory Exchangeable Notes"), which are exchangeable into Tele2 AB series B shares. The 5% Mandatory Exchangeable Notes may be exchanged either voluntarily at the option of the noteholders or mandatorily by Millicom Telecommunications S.A. as described below. The 5% Mandatory Exchangeable Notes will be exchangeable for an aggregate of up to 8,968,400 Tele2 AB series B shares which MIC beneficially owned through Millicom Telecommunications S.A. The number of Tele2 shares that Millicom Telecommunications S.A. is obligated to deliver is based on a formula that takes into account the market price of the Tele2 shares prior to any exchange. Under the formula, Millicom Telecommunications S.A. could retain up to 30% of the increase in value of the Tele2 shares over the designated reference price of SEK 285 per share. As a result, at August 6, 2006 or earlier if all of the 5% Mandatory Exchangeable Notes have been redeemed and exchanged prior to that date, Millicom Telecommunications S.A. could own up to approximately 23% of the 8,968,400 Tele2 AB series B shares underlying the 5% Mandatory Exchangeable Notes.

        The 5% Mandatory Exchangeable Notes may be exchanged voluntarily at the option of the noteholders at any time during the period commencing on September 17, 2003 and ending on the 25th trading day prior to August 7, 2006, which is expected to be July 11, 2006. In addition, the 5% Mandatory Exchangeable Notes may be exchanged voluntarily at the option of the holder in the event of certain changes in tax laws and in the event of a takeover offer in respect of Tele2 AB. Dividends, if any, paid by Tele2 AB would be attributed to the 5% Mandatory Exchangeable Notes holders.

        Unless otherwise previously redeemed and exchanged or purchased and cancelled, each 5% Mandatory Exchangeable Note will be mandatorily exchanged by Millicom Telecommunications S.A. on August 7, 2006.

        The 5% Mandatory Exchangeable Notes bear interest on the U.S. dollar equivalent amount of each note at a rate of 5% per annum payable semi-annually on February 7 and August 7 of each year. The effective interest rate is 8.45%. As of December 31, 2003 the carrying amount of the 5% Mandatory Exchangeable Notes net of unamortized financing fees was $327,635,000. In 2003, an exchange loss of $41,820,000 was recognized on the 5% Mandatory Exchangeable Notes.

        As part of the financing, MIC purchased U.S. treasury strips with a nominal value of $46,470,000 which will be used to settle the interest payments.

        The 5% Mandatory Exchangeable Notes include an embedded derivative, which is valued separately. The embedded derivative, which reflects MIC's limited right to participate in the increase in value of the Tele2 shares, is recorded at fair value, taking into account time and volatility factors. As of December 31, 2003, the fair value of the embedded derivative amounted to $103,457,000, with the

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variation for the period from August 7, 2003 to December 31, 2003 amounting to $84,578,000 recorded under the caption "Fair value result on financial instruments".

Exchange Controls

        There are currently no governmental laws, decrees, regulations or other legislation of Luxembourg that may affect (i) the import or export of capital including the availability of cash and cash equivalents for use by the Company's group and (ii) the remittance of dividends, interests or other payments to non-resident holders of the Company's securities other than those deriving from the U.S.-Luxembourg double taxation treaty.

Taxation

        The following paragraphs describe very generally the tax laws of Luxembourg as they apply to investors in the Company, which is a Luxembourg corporation, and also the taxation of investors who are citizens, residents or domiciliaries of the United States. The following is intended merely as a general summary of the principal tax consequences of the receipt, holding and disposition of shares of MIC Common Stock, and is not intended as a substitute for professional tax advice that takes into account the particular circumstances relevant to a specific investor. Accordingly, investors should consult their own professional advisors on the possible tax consequences of holding or disposing of shares of MIC Common Stock, under the laws of their countries of citizenship, residence or domicile.

Luxembourg Taxation

        Because the Company is a Luxembourg corporation, domestic Luxembourg law generally imposes a 20% withholding tax on dividends paid by the Company under certain circumstances. Certain reduced rates of withholding tax, or exemptions from withholding tax, are available under provisions of domestic Luxembourg law and bilateral tax treaties entered into between Luxembourg and various other countries. Investors should consult their tax advisors with respect to the possible availability of such reduced rates or exemptions.

United States Investors

(a)
Luxembourg Taxation. The United States and Luxembourg have signed a Convention between the United States of America and the Grand-Duchy of Luxembourg with Respect to Taxes on Income and Property (the "Treaty") for the purpose of avoiding double taxation. The provisions of this new treaty governing taxes withheld at source apply to amounts paid or credited on or after January 1, 2001; for taxes on other income and on capital, the provisions of this new treaty apply for fiscal periods beginning on or after January 1, 2001. There is the possibility to opt for the provisions of the old Treaty for an additional taxable year if the old Treaty provides for a greater relief from tax. The old Treaty provides that dividends received from the Company by a U.S. Holder (as defined below) that qualifies for Treaty benefits and that does not conduct a business through a "permanent establishment" in Luxembourg, will be subject to Luxembourg tax at the rate of 7.5% on the gross amount of such dividend. The Luxembourg withholding agent is required to withhold Luxembourg tax at the full statutory rate subject to refund of amounts withheld in excess of the treaty rates upon the filing of appropriate documentation with the Luxembourg tax authorities. A U.S. Holder (as defined below) whose only contact with Luxembourg is the receipt, holding and ultimate disposition of shares of MIC Common Stock should not be required to file any tax returns in Luxembourg.

    The new treaty changes the rate of Luxembourg tax on dividends received from the Company by a U.S. Holder from 7.5% to 15% of the gross amount of such dividend; if the U.S. Holder is a company that owns directly at least 10% of the Company's voting stock, then the new treaty will

97

    reduce the rate of Luxembourg taxation on dividends to 5%; in certain cases the new treaty will exempt from Luxembourg taxation dividends paid to U.S. Holders that are treated as corporations for U.S. federal income tax purposes, that are residents of the United States under the new treaty, and that directly hold at least 25% of the Company's voting stock. As in the current Treaty, these reduced rates will be available only for dividends that are not attributable to a permanent establishment through which the U.S. Holder conducts a business in Luxembourg. In addition, the benefits of the new treaty will be available to U.S. Holders that are "qualified residents" of the United States, as defined in the treaty.

(b)
Special Considerations. Unfavorable U.S. tax rules apply to U.S. shareholders of a "passive foreign investment company" ("PFIC") or a "foreign personal holding company" ("FPHC"). There can be no assurance that we presently are not, or will not become, a PFIC. Our substantial investment in associated companies' securities and other "passive assets", and the recent decline in the value of our stock, result in a risk that we are a PFIC or could become a PFIC in the future. See "—PFIC Considerations" and "—FPHC Considerations."

(c)
Taxation of Distributions on MIC Common Stock. Distributions made by the Company with respect to MIC Common Stock (including the amount of any Luxembourg taxes withheld there from) will generally be includable in the gross income of a United States person who is an individual citizen or resident of the United States for U.S. federal income tax purposes, a corporation or a partnership created or organized in the United States or under the laws of the United States or of any state, or an estate or trust (other than a foreign estate or trust) that holds MIC Common Stock (a "U.S. Holder") as dividend income to the extent that such distributions are paid out of the Company's current or accumulated earnings and profits as determined under U.S. federal income tax principles. A corporation organized in the United States or under the laws of the United States that owns 10% of the Company's voting stock, however, may be entitled to a deduction for United States income tax purposes for a portion of a distribution treated as dividend income. To the extent, if any, that the amount of any such distribution exceeds the Company's current or accumulated earnings and profits as so computed, it will first reduce the U.S. Holder's tax basis in its MIC Common Stock to the extent thereof, and, to the extent in excess of such tax basis, will be treated as a gain from the sale or exchange of property.

    On May 28, 2003, President Bush signed the Jobs and Growth Tax Relief Reconciliation Act of 2003. Among other changes, this legislation lowers from 39.5% to 15% the maximum tax rate applicable to "qualified dividends" received by individuals. Dividend income paid by the Company to a U.S. Holder will not be eligible for this rate reduction if the Company is a PFIC or a FPHC for its tax year in which the dividend is paid, or for its previous tax year. See "—PFIC Considerations" and "—FPHC Considerations".

    Future distributions of rights to subscribe to MIC Common Stock, or of MIC Common Stock that are made as part of a pro rata distribution to all shareholders generally will not be subject to U.S. federal income tax.

    Subject to certain conditions and limitations, the amount of any Luxembourg taxes (other than taxes with respect to which a U.S. Holder is entitled to a refund under the Treaty, even if such refund is not claimed or received) withheld on a distribution by the Company will be creditable against such holder's U.S. federal income tax liability. Distributions with respect to MIC Common Stock that are taxable as dividends will generally constitute foreign source income for purposes of the foreign tax credit limitation. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by the Company with respect to the MIC Common Stock will generally constitute "passive income" or, in the case of certain U.S. Holders, "financial services income."

98


    A U.S. Holder must hold the MIC Common Stock for a minimum holding period in order to claim a foreign tax credit with respect to Luxembourg tax withheld from a dividend distribution on the common stock. The minimum holding period for common stock is 16 days, and such holding period must be satisfied within the 30-day period beginning on the date that is 15 days prior to the ex-dividend date. Any period for which the U.S. Holder protects itself from risk of loss is not includable in the minimum 16-day holding period. Amounts not currently creditable against U.S. tax may instead be currently deducted at the election of the U.S. Holder.

(d)
Taxation on Disposition of MIC Common Stock. U.S. Holders will recognize gain or loss for U.S. federal income tax purposes on the sale or other disposition of MIC Common Stock in the same manner as on the sale or other disposition of any other shares. Such gain or loss will be a capital gain or loss if the MIC Common Stock is held as a capital asset. Gain, if any, generally will be U.S. source gain.

    Net capital gains (i.e. generally capital gains in excess of capital losses) recognized by an individual U.S. Holder upon the sale of a capital asset that has been held for more than 12 months will generally be subject to tax at a rate not to exceed 20%. Net capital gains recognized by an individual from the sale of a capital asset that had been held for 12 months or less will be subject to tax at ordinary income tax rates. In addition, capital gains recognized by a corporate U.S. Holder will continue to be subject to tax at the ordinary income tax rates applicable to corporations.

(e)
PFIC Considerations. A foreign corporation is a PFIC for any taxable year if either (i) at least 75% of its gross income is "passive income" or (ii) at least 50% of its assets produce, or are held for the production of, "passive income." For purposes of determining whether it is a PFIC, a foreign corporation is treated as holding its share of the assets, and receiving its share of the income, of any other corporation in which it owns (directly or indirectly) 25% or more of the stock (by value). Our substantial investment in associated companies' securities and other "passive assets", and the recent decline in the value of our stock, as well as the possibility that the Company may generate significant amounts of passive income from time to time, could cause us to be a PFIC currently, or to become a PFIC in the future.

    If the Company is a PFIC in any taxable year, a U.S. Holder who beneficially owns MIC Common Stock, during such year must make an annual return on IRS Form 8621 that describes the distributions received with respect to the MIC Common Stock and any gain realized on the disposition of such MIC Common Stock. Furthermore, if the Company is a PFIC for any taxable year during which a U.S. Holder holds MIC Common Stock, such U.S. Holder generally will be subject to special rules (regardless of whether the Company continued to be a PFIC) with respect to (i) any "excess distribution" made with respect to the MIC Common Stock (generally, any distributions received by the U.S. Holder on MIC Common Stock in a taxable year that is greater than 125% of the average annual distributions received by the U.S. Holder in the three preceding taxable years, or, if shorter, the U.S. Holder's holding period for the MIC Common Stock) and (ii) any gain realized on the sale or other disposition of MIC Common Stock. Under these rules, (a) the excess distribution or gain would be allocated ratably over the U.S. Holder's holding period for the MIC Common Stock, (b) the amount allocated to the current taxable year would be taxed as ordinary income and (c) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other year.

    A U.S. Holder could avoid the imposition of the interest charge with respect to such shares by making certain elections (either a mark-to-market election or a qualified electing fund ("QEF") election). To make the mark-to-market election, the MIC Common Stock must be considered

99


    marketable under U.S. income tax rules. For a U.S. Holder to make the QEF election, the Company would have to satisfy certain reporting requirements.

    Neither we nor our advisors have the duty to or will undertake to inform U.S. Holders whether or not we are a PFIC. We do not currently intend to make available the information necessary for a U.S. Holder to make a QEF election in the event we are determined to be a PFIC.

    Because of the complexity of these rules regarding ownership of stock in a PFIC by a U.S. Holder, U.S. Holders of MIC Common Stock should consult with their own tax advisors regarding any potential reporting or tax obligations, as well as their potential election options.

(f)
FPHC Considerations. A foreign corporation will generally be a FPHC for any taxable year if (i) at least 60% (50% in certain cases) of its gross income consists of "foreign personal holding company income" and (ii) at any time during such year more than 50% of the voting power or value of its stock is owned, directly or pursuant to rules of attribution, by, or for, five or fewer individuals who are citizens or residents of the United States (a "U.S. Group"). For this purpose, foreign personal holding company income generally includes dividends and interest. Because the Company's principal source of income is expected to be dividends and interest from its subsidiaries, the Company is likely to satisfy the FPHC income test. With respect to the FPHC ownership test, although the Company believes that a significant percentage of its stock may be treated as owned, under the FPHC attribution rules, by five or fewer U.S. individuals, the Company is not aware of any facts which would indicate that a U.S. Group with respect to the Company exists as of March 15, 2003. Future changes in the ownership of the Company's stock, which the Company has no reason to anticipate, could affect its status for purposes of the FPHC rules.

    If the Company is a FPHC for any taxable year, each U.S. Holder who owns Shares on the last day of such year, or if earlier, the last day in such year on which a U.S. Group existed with respect to the Company will be required to include in gross income as a dividend such U.S. Holder's pro rata share of the Company's undistributed taxable income, subject to adjustments, determined using U.S. tax accounting principles.

Documents on Display

        It is possible to read and copy documents referred to in this annual report on Form 20-F that have been filed with the Securities and Exchange Commission at the Securities and Exchange Commission's public reference room located at 450 Fifth Street, NW, Washington D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges.

100

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        The principal market risks to which we are exposed are interest rate risk and foreign currency exchange risk.

Interest Rate Risk

        The interest rate risk to which we are exposed is principally a function of our long-term debt. To alleviate this risk, we obtain both fixed-rate and floating-rate debt.

        The table below summarizes, as at December 31, 2003, our fixed rate debt and floating rate debt.

 
   Amounts due within
  
 
   1 year
   1–2 years
   2–3 years
   3–4 years
   4–5 years
   >5 years
   Total
  
 
   (in thousands of U.S. Dollars, except percentages)

  
Fixed rate:                              
US dollar   45,019   19,903   73,680   4,467   943   536,681   680,693  
Av Int rate   3.2 % 3.2 % 2.2 % 3.2 % 2.4 % 10.0 % 8.4 %
MTSA (SEK)   —   —   327,635   —   —   —   327,635  
Pakistan   8,944   —   —   —   —   —   8,944  
Paraguay   3,551   —   —   —   —   —   3,551  
Sri Lanka   876   —   —   —   —   —   876  
Senegal   7,466   8,179   626   713   602   —   17,586  
Local currency   20,837   8,179   328,261   713   602   —   358,592  
Av Int rate   8.4 % 11.5 % 5.0 % 11.5 % 11.5 % —   5.4 %
Total fixed rate   65,856   28,082   401,941   5,180   1,545   536,681   1,039,285  

Floating rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
US dollar   38,823   205   1,066   50   56   484   40,684  
Av Int rate   6.2 % 8.5 % 8.4 % 6.2 % 6.2 % 6.2 % 6.3 %
Guatemala   —   —   —   —   —   21,945   21,945  
Mauritius   2,163   712   —   —   —   —   2,875  
Pakistan   4,984   14,350   8,734   8,734   —   —   36,802  
Sri Lanka   7,661   6,789   1,222   —   —   —   15,672  
Tanzania   709   1,484   1,484   —   —   —   3,677  
Vietnam   12,468   —   —   —   —   —   12,468  
Local currency   27,985   23,335   11,440   8,734   0   21,945   93,439  
Av Int rate   7.7 % 8.6 % 5.3 % 4.1 % —   8.0 % 7.4 %
Total floating rate   66,808   23,540   12,506   8,784   56   22,429   134,123  
Total   132,664   51,622   414,447   13,964   1,601   559,110   1,173,408  

101

        The table below summarizes, as at December 31, 2002, our fixed rate debt and floating rate debt.

 
   Amounts due within
  
 
   1 year
   1–2 years
   2–3 years
   3–4 years
   4–5 years
   >5 years
   Total
  
 
   (in thousands of U.S. Dollars, except percentages)

  
Fixed rate:                              
US dollar   43,692   36,187   1,457   913,750   886   —   995,972  
Average interest rate   12.7 % 13.6 % 6.2 % 13.5 % 6.9 % —   13.5 %
Colombia   389   —   —   —   —   —   389  
Mauritius   105   —   —   —   —   —   105  
Pakistan   18,764   —   —   —   —   —   18,764  
Paraguay   1,169   —   —   —   —   —   1,169  
Senegal   326   278   166   142   140   —   1,052  
Local currency   20,753   278   166   142   140   —   21,479  
Average interest rate   11.8 % 8.4 % 8.4 % 8.4 % 8.4 % —   11.7 %
Total fixed rate   64,445   36,465   1,623   913,892   1,026   —   1,017,451  

Floating rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
US dollar   52,888   9,288   6,981   3,969   3,570   —   76,696  
Average interest rate   5.7 % 5.3 % 6.1 % 6.2 % 8.2 % —   5.8 %
Colombia   7,190   —   —   —   —   —   7,190  
Ghana   451   —   —   —   —   —   451  
Guatemala   4,548   2,844   2,419   3,221   1,322   1,807   16,161  
Mauritius   2,433   1,426   569   —   —   —   4,428  
Pakistan   15,176   6,592   —   —   —   —   21,768  
Senegal   1,720   1,516   1,516   1,516   758   —   7,026  
Sri Lanka   7,815   7,304   7,040   607   —   —   22,766  
Sweden   —   54,638   —   —   —   —   54,638  
Local currency   39,333   74,320   11,544   5,344   2,080   1,807   134,428  
Average interest rate   12.2 % 7.3 % 10.6 % 8.7 % 8.3 % 8.2 % 9.0 %
Total floating rate   92,221   83,608   18,525   9,313   5,650   1,807   211,124  
Total   156,666   120,073   20,148   923,205   6,676   1,807   1,228,575  

        We have not historically used interest rate swaps, forward rate agreements or any futures contracts but instead have managed our interest exposure by diversifying our debt between fixed and floating-rate loans. In the future, we may use such instruments to manage our interest exposure. There can be no assurance, however, that the use of any such instruments will be effective.

        Included in the total for U.S. dollar fixed-rate balances in 2002 above is $985,700,000 (2001: $1,063,740,000) in respect of the book value of 13.5% Senior Subordinated Notes and notes in Colombia for which the fair value as of December 31, 2002 is $488,133,000 (2001: $691,154,000). For all other amounts, the fair value is taken to be the book value as stated above.

Exchange Rate Risk

        We are exposed to fluctuations of the U.S. dollar against certain other currencies. We publish our financial statements in U.S. dollars while a significant proportion of our assets, liabilities, sales and costs are denominated in other currencies. We currently conduct business in 16 currencies.

        We seek to protect our reported earnings from falling in U.S. dollar terms, from currency depreciation, by periodically adjusting our prices in local currency terms to reflect any such depreciation. In certain countries that experience very high inflation, we set our prices in direct relation to the U.S. dollar. However, there can be no assurance that a significant devaluation of a currency against the U.S. dollar can be offset, in whole or in part, by a corresponding price increase, even over the long term. For example, the devaluation of the currency in Paraguay in 2002 had an adverse effect on the results of our operations. For the years ended December 31, 2003, 2002 and 2001, we suffered

102


exchange losses of $45,602,000, $23,483,000 and $17,313,000 respectively. To some extent, the broad mix of currencies in which we conduct our businesses and the geographic spread of our operations provides us with some measure of protection against specific exchange rate movements and reduces the overall sensitivity of our results to specific exchange rate fluctuations. We do not generally hedge our foreign currency exposure as it is considered that the cost of purchasing financial instruments outweighs the benefits derived.

        At the venture level, we seek to reduce our foreign exchange exposure arising from transactions through a policy of matching, as far as possible, assets and liabilities. In some cases, we may borrow in U.S. dollars either because it is advantageous for ventures to incur debt obligations in U.S. dollars or because dollar denominated borrowing is the only funding source available to a venture. In these circumstances, we have currently decided to accept the inherent currency risk, principally because of the relatively high cost of buying, or inability to buy, forward cover in currencies of the countries in which we operate. See Note 2 of the "Notes to the Consolidated Financial Statements".

        The following table summarizes our debt detailing the balances at December 31, 2003, that were denominated in U.S. dollars and that in other local currencies.

 
   Amounts due within
 
   1 year
   1–2 years
   2–3 years
   3–4 years
   4–5 years
   >5 yrs
   Total
 
   (in thousands of US dollars, except percentages)
US dollar   83,842   20,108   74,746   4,517   999   537,165   721,377
MTSA (SEK)   —   —   327,635   —   —   —   327,635
Guatemala   —   —   —   —   —   21,945   21,945
Mauritius   2,163   712   —   —   —   —   2,875
Pakistan   13,928   14,350   8,734   8,734   —   —   45,746
Paraguay   3,551   —   —   —   —   —   3,551
Senegal   7,466   8,179   626   713   602   0   17,586
Sri Lanka   8,537   6,789   1,222   —   —   —   16,548
Tanzania   709   1,484   1,484   —   —   —   3,677
Vietnam   12,468   —   —   —   —   —   12,468
Local currency   48,822   31,514   339,701   9,447   602   21,945   452,031
   
 
 
 
 
 
 
Total   132,664   51,622   414,447   13,964   1,601   559,110   1,173,408
   
 
 
 
 
 
 

        The following table summarizes our debt, detailing the balances at December 31, 2002, that were denominated in U.S. dollars and that in other local currencies.

 
   Amounts due within
 
   1 year
   1–2 years
   2–3 years
   3–4 years
   4–5 years
   >5 yrs
   Total
 
   (in thousands of US dollars, except percentages)
U.S. dollar   96,581   45,475   8,438   917,719   4,456   —   1,072,669
Colombia   7,579   —   —   —   —   —   7,579
Ghana   451   —   —   —   —   —   451
Guatemala   4,547   2,844   2,419   3,221   1,322   1,807   16,160
Mauritius   2,538   1,426   569   —   —   —   4,533
Pakistan   33,940   6,592   —   —   —   —   40,532
Paraguay   1,169   —   —   —   —   —   1,169
Senegal   2,046   1,794   1,682   1,658   898   —   8,078
Sri Lanka   7,815   7,304   7,040   607   —   —   22,766
Sweden   —   54,638   —   —   —   —   54,638
Total local currency   60,085   74,598   11,710   5,486   2,220   1,807   155,906
Total   156,666   120,073   20,148   923,205   6,676   1,807   1,228,575

103

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

        Not applicable.

104


PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES 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

        As of December 31, 2003, the Company, under the supervision and with the participation of the Company's management, including the Chief Executive Officer, the Chief Financial Controller and the Chief of Finance—Global Operations, performed an evaluation of the effectiveness of the Company's disclosure controls and procedures. The Company'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, Chief Financial Controller and Chief of Finance—Global Operations concluded that the Company's disclosure controls and procedures are effective at the reasonable assurance level for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms.

        There has been no change in the Company's internal controls over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

        The Board of Directors has appointed Michel Massart as its Audit Committee financial expert.

ITEM 16B.    CODE OF ETHICS

        Millicom has adopted a code of ethics applicable to its Chief Executive Officer, Chief Financial Controller and Chief of Finance—Global Operations and to other Millicom employees. The text of this code is available upon written request to Millicom at 75 Route de Longwy, L-8080 Bertrange, Grand-Duchy of Luxembourg.

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, 2003 and 2002.

 
   2003
   2002
Audit Fees   2,265,498   2,035,215
Audit-Related Fees   4,010   19,000
Tax Fees   90,952   63,454
All Other Fees   19,796   112,813
   
 
Total   2,380,256   2,230,482
   
 

105

        Audit-related services consist principally of consultations related to financial accounting and reporting standards, including making recommendations to management regarding internal controls and procedure relates to the maintenance of fixed asset registers and inventory procedures and the issuance of certifications of loan covenant compliance required by MIC's debt agreements. Tax services consist principally of tax planning services and tax compliance services. Other services are services not included in the other categories and consist principally of assistance provided in 2002 in connection with a civil claim in a non-advocacy role.

Audit Committee Pre-approval Policies

        Consistent with SEC policies regarding auditor independence, the Audit Committee has revised its policies and procedures relating to pre-approval of audit and non-audit services. The policies and procedures now provide that no non-audit services can be rendered by MIC's auditors without the prior consent of the Audit Committee.

ITEM 16D.    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

        Not applicable.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

        Not applicable.

106


PART III

ITEM 17.    FINANCIAL STATEMENTS

        Not applicable.

ITEM 18.    FINANCIAL STATEMENTS

        See pages F-1 through F-85.

ITEM 19.    EXHIBITS

1.1
Memorandum and Articles of Association and bylaws of Millicom International Cellular S.A.

2.1
Indenture, dated as of November 24, 2003 between Millicom International Cellular S.A. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form F-4 (File No. 333-112948) filed on February 19, 2004).

2.2
Trust Deed, dated August 7, 2003 between Millicom Telecommunications S.A., Millicom International Cellular S.A. and Deutsche Trustee Company Limited.

7.1
Explanation of the calculation of (loss) earnings per share.

12.1
Certification of Marc Beuls filed pursuant to Securities Exchange Act of 1934, as amended (the "Exchange Act") Rule 13a-14(a).

12.2
Certification of Bruno Nieuwland filed pursuant to Exchange Act Rule 13a-14(a).

12.3
Certification of Judy Tan filed pursuant to Exchange Act Rule 13a-14(a).

13.1
Certification of Marc Beuls, Bruno Nieuwland and Judy Tan furnished pursuant to Exchange Act Rule 13a-14(b).

14.1
Consent of PricewaterhouseCoopers S.àr.l. to the incorporation by reference of their report dated March 31, 2004, except for Note 31, as to which the date is April 30, 2004 in the Company's Registration Statement on Form F-3 (no. 333-111779) and Registration Statement on Form F-4 (no. 333-112948).

107


INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Millicom and its Subsidiaries for the Years Ended December 31, 2003, 2002 and 2001    
Independent Auditor's Report   F-2
Consolidated Balance Sheets as of December 31, 2003 and 2002   F-3
Consolidated Statements of Profit and Loss for the Years ended December 31, 2003, 2002 and 2001   F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2003, 2002 and 2001   F-6
Consolidated Statements of Changes in Shareholders' Equity for the Years ended
December 31, 2003, 2002 and 2001		   F-7
Notes to the Consolidated Financial Statements including reconciliation to U.S. GAAP (Note 31)   F-8

F-1

GRAPHIC

    PricewaterhouseCoopers
Société à responsabilité limitée
Réviseur d'entreprises


To the shareholders of
 Millicom International Cellular S.A.		   400, route d'Esch
B.P. 1443
L-1014 Luxembourg
Téléphone +352 494848-1
Facsimile +352 494848-2900

We have audited the accompanying consolidated balance sheets of Millicom International Cellular S.A. and its subsidiaries (the "Company") as of December 31, 2003 and 2002, and the related consolidated statements of profit and loss, changes in shareholders' equity and cash flows for the three years ended December 31, 2003, 2002 and 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Millicom International Cellular S.A. and its subsidiaries as of December 31, 2003 and 2002, and the results of their operations, changes in shareholders' equity and cash flows for each of the three years ended December 31, 2003, 2002 and 2001, in conformity with International Financial Reporting Standards as published by the International Accounting Standards Board.

As discussed in Note 2 to the financial statements, the Company changed its method of accounting under International Financial Reporting Standards for available-for-sale securities in 2003.

International Financial Reporting Standards vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences, after giving effect to the restatement described in Note 31, is presented in Note 31 to the consolidated financial statements.

     
     

PricewaterhouseCoopers S.à r.l.
Réviseur d'entreprises
 
Luxembourg, March 31, 2004, except for Note 31 as to which the date is April 30, 2004

F-2


Millicom International Cellular S.A.

Consolidated balance sheets

As of December 31, 2003 and 2002

 
   Notes
   2003
   2002
 
    
   US$ '000

   US$ '000
ASSETS            

NON-CURRENT ASSETS
 
 
 
 
 
 

Intangible assets
 
 
 
 
 
 
 
Goodwill, net
 
4
 
49,578
 
10,172
  Licenses, net   5   30,889   84,471
  Other intangible assets, net   6   5,148   4,919

Property, plant and equipment, net
 
7
 
487,746
 
458,933

Financial assets
 
 
 
 
 
 
 
Investment in Tele2 AB shares
 
8
 
479,040
 
164,031
  Investment in other securities   9   25,397   56,355
  Investments in associates   3   1,340   1,013
  Pledged deposits   11   31,530   32,921

Deferred taxation
 
23
 
5,226
 
8,470
       
 
TOTAL NON-CURRENT ASSETS       1,115,894   821,285
       
 
CURRENT ASSETS            

Financial assets
 
 
 
 
 
 
  Investment in Tele2 AB shares   8   —   101,540
  Investment in other securities   9   15,291   —
Inventories   12   10,941   6,962
Trade receivables, net   13   113,750   113,221
Amounts due from joint ventures   3   13,137   14,053
Amounts due from other related parties   29   2,905   6,806
Prepayments and accrued income       19,739   14,148
Other current assets   14   49,583   38,453
Time deposits   15   32,880   16,200
Cash and cash equivalents   16   148,829   70,451
       
 
TOTAL CURRENT ASSETS       407,055   381,834
       
 
TOTAL ASSETS       1,522,949   1,203,119
       
 

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

F-3

 
   Notes
   2003
   2002
  
 
    
   US$ '000

   US$ '000

  
SHAREHOLDERS' EQUITY
AND LIABILITIES		              
SHAREHOLDERS' EQUITY   17          
  Share capital and premium       239,876   281,989  
  Treasury stock       (8,833 ) (54,521 )
  2% PIK Notes—equity component       16,006   —  
  Legal reserve       4,256   4,256  
  Retained losses brought forward       (446,110 ) (57,719 )
  Net profit/(loss) for the year       178,823   (385,143 )
  Currency translation reserve       (69,198 ) (84,121 )
       
 
 
TOTAL SHAREHOLDERS' EQUITY       (85,180 ) (295,259 )
       
 
 
Minority interest       26,571   23,733  
       
 
 
LIABILITIES              

NON-CURRENT LIABILITIES
 
 
 
 
 
 
 
 
13.5% Senior Subordinated Notes
 
18
 
—
 
912,539
 
  10% Senior Notes   18   536,036   —  
  2% PIK Notes—debt component   18   50,923   —  
  5% Mandatory Exchangeable Notes—debt component   18   327,635   —  
  Embedded derivative on the 5% Mandatory Exchangeable Notes   18   103,457   —  
  Other debt and financing   18   126,150   159,370  
  Deferred taxation   23   33,944   26,874  
       
 
 
TOTAL NON-CURRENT LIABILITIES       1,178,145   1,098,783  
       
 
 
CURRENT LIABILITIES              
 
Other debt and financing
 
18
 
132,664
 
156,666
 
  Trade payables       112,764   90,945  
  Amounts due to shareholders   29   —   4,021  
  Amounts due to other related parties   29   608   6,487  
  Accrued interest and other expenses       44,673   42,745  
  Other current liabilities   19   112,704   74,998  
       
 
 
TOTAL CURRENT LIABILITIES       403,413   375,862  
       
 
 
TOTAL LIABILITIES       1,581,558   1,474,645  
       
 
 
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES       1,522,949   1,203,119  
       
 
 

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

F-4


Millicom International Cellular S.A

Consolidated statements of profit and loss

for the years ended December 31, 2003, 2002 and 2001

 
   Notes
   2003
   2002
   2001
  
 
    
   US$ '000

   US$ '000

   US$ '000

  
Revenues   20   647,104   605,186   644,570  
Cost of sales   20,22   (258,002 ) (259,530 ) (274,591 )
       
 
 
 
GROSS PROFIT       389,102   345,656   369,979  
Sales and marketing       (87,575 ) (80,941 ) (95,463 )
General and administrative expenses   22   (108,449 ) (186,491 ) (181,764 )
Gain from sale of subsidiaries and joint ventures, net   22   2,213   88,814   35,047  
Other operating expenses   4, 22   (32,776 ) (44,725 ) (35,013 )
       
 
 
 
OPERATING PROFIT       162,515   122,313   92,786  
Gain (loss) and valuation movement on investment in securities   8,9   246,760   (299,963 ) (15,931 )
Interest expense   18   (135,172 ) (185,959 ) (209,912 )
Interest income       4,836   12,726   22,768  
Other financial income   18,23   96,748   42,247   11,596  
Fair value result on financial instruments   10,18   (84,578 ) (7,858 ) (9,914 )
Exchange loss, net   18   (45,602 ) (23,483 ) (17,313 )
Profit (loss) from associates   20   380   62   (3,112 )
       
 
 
 
PROFIT (LOSS) BEFORE TAXES AND MINORITY INTEREST       245,887   (339,915 ) (129,032 )
Charge for taxes   23   (52,369 ) (22,734 ) (8,217 )
       
 
 
 
PROFIT (LOSS) BEFORE MINORITY INTEREST       193,518   (362,649 ) (137,249 )
Minority interest       (14,695 ) (22,494 ) (804 )
       
 
 
 
NET PROFIT (LOSS) FOR THE YEAR       178,823   (385,143 ) (138,053 )
       
 
 
 
Basic earnings (loss) per common share (US$) (i)   30   2.74   (5.90 ) (2.12 )
       
 
 
 
Diluted earnings (loss) earnings per common share, (US$) (i)   30   2.26   (5.90 ) (2.12 )
       
 
 
 
(i)
After stock split of February 20, 2004 (Notes 17 and 32).

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

F-5


Millicom International Cellular S.A

Consolidated statements of cash flows

for the years ended December 31, 2003, 2002 and 2001

 
   Notes
   2003
   2002
   2001
  
 
    
   US$ '000

   US$ '000

   US$ '000

  
Net cash provided by operating activities   24   184,360   72,581   103,969  
       
 
 
 
Cash flow from investing activities                  
Acquisition of subsidiaries and joint ventures, net of cash acquired   25   1,028   (2,000 ) (22,978 )
Increase in investments in associates       —   —   (29,213 )
Cash impact of change in consolidation method       112   —   470  
Proceeds from the disposal of subsidiaries and joint ventures, net of cash disposed   26   8,848   135,071   19,251  
Purchase of licenses and other intangible assets       (3,569 ) (5,205 ) (18,323 )
Purchase of investments in securities   9   (45,328 ) (186 ) (1,728 )
Proceeds from the disposal of investments in securities   8   33,291   167,082   125,195  
Purchase of property, plant and equipment       (86,452 ) (135,818 ) (192,177 )
Disposal of property, plant and equipment       3,296   307   16,873  
Decrease/(Increase) in amounts due from joint ventures       865   (7,131 ) (35,372 )
Decrease/(Increase) in pledged deposits       10,116   (16,506 ) (39,083 )
(Increase)/Decrease in time deposits       (17,796 ) 6,051   10,011  
       
 
 
 
Net cash provided (used) by investing activities       (95,589 ) 141,665   (167,074 )
       
 
 
 
Cash flow from financing activities                  
Proceeds from the issuance of debt and other financing       969,607   182,828   379,957  
Repayment of debt and other financing       (899,008 ) (363,584 ) (358,294 )
Cash outflows related to debt restructuring       (68,068 ) —   —  
Payment of dividends to minority interests       (12,541 ) (16,536 ) —  
Payments (to)/from shareholders       (1,628 ) —   905  
Net (purchase) sale of treasury stocks       —   (2,488 ) 8  
       
 
 
 
Net cash (used) provided by financing activities       (11,638 ) (199,780 ) 22,576  
       
 
 
 
Effect of exchange rate changes on cash balances       1,245   (291 ) 1,884  
       
 
 
 
Net increase (decrease) in cash and cash equivalents       78,378   14,175   (38,645 )
Cash and cash equivalents, beginning       70,451   56,276   94,921  
       
 
 
 
Cash and cash equivalents, ending       148,829   70,451   56,276  
       
 
 
 

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

F-6


Millicom International Cellular S.A.

Consolidated statements of changes in shareholders' equity

for the years ended December 31, 2003, 2002 and 2001

 
   Number
of shares
outstanding(iii)
   Number of shares held in the
Group(iii)
   Share capital
   Share premium
   Treasury stock
   2% PIK
Notes(ii)
   Revaluation reserve
   Accumulated
profit and loss account
   Other
reserves(i)
  
 
   '000

   '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Balance as of January 1, 2001   94,333   (29,181 ) 141,500   137,490   (52,041 ) —   17,736   83,683   (32,441 )
Transfer to legal reserve   —   —   —   —   —   —   —   (3,349 ) 3,349  
Shares issued/sold via the exercise of options during the year   500   1   749   2,250   8   —   —   —   —  
Loss for the year   —   —   —   —   —   —   —   (138,053 ) —  
Movement in revaluation reserve   —   —   —   —   —   —   (79,061 ) —   —  
Movement in currency translation reserve   —   —   —   —   —   —   —   —   (12,926 )
   
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2001   94,833   (29,180 ) 142,249   139,740   (52,033 ) —   (61,325 ) (57,719 ) (42,018 )
Loss for the year   —   —   —   —   —   —   —   (385,143 ) —  
Shares purchased during the year   —   (515 ) —   —   (2,488 ) —   —   —   —  
Prolonged decrease in market value of Tele2 AB shares   —   —   —   —   —   —   61,325   —   —  
Movement in currency translation reserve   —   —   —   —   —   —   —   —   (37,847 )
   
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2002   94,833   (29,695 ) 142,249   139,740   (54,521 ) —   —   (442,862 ) (79,865 )
Effect of consolidation of El Salvador   —   —   —   —   —   —   —   (3,248 ) —  
Profit for the year   —   —   —   —   —   —   —   178,823   —  
Issuance of 2% PIK Notes — equity component   —   —   —   —   —   16,248   —   —   —  
Disposal/Cancellation of treasury stock   (28,863 ) 29,040   (43,294 ) —   45,688   —   —   —   —  
Conversion of 2% PIK Notes   350   —   524   657   —   (242 ) —   —   —  
Movement in currency translation reserve   —   —   —   —   —   —   —   —   14,923  
   
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2003   66,320   (655 ) 99,479   140,397   (8,833 ) 16,006   —   (267,287 ) (64,942 )
   
 
 
 
 
 
 
 
 
 
(i)
Other reserves at December 31, 2003 consist of a $(69,198,000) currency translation reserve (2002: $(84,121,000), 2001: $(46,274,000)) and a $4,256,000 legal reserve (2002: $4,256,000, 2001: $4,256,000).

(ii)
See Note 18.

(iii)
After stock split of February 20, 2004 (Notes 17 and 32).

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

F-7


Millicom International Cellular S.A.

Notes to the consolidated financial statements

As of December 31, 2003, 2002 and 2001

1. ORGANIZATION

        Millicom International Cellular S.A. (the "Company"), a Luxembourg Société Anonyme, and its subsidiaries, joint ventures and associates (the "Group" or "MIC") is a global operator of cellular telephone services in the world's emerging markets. As of December 31, 2003, MIC has interests in 16 cellular systems in 15 countries, focusing on emerging markets in Asia, Latin America and Africa. The Company's shares are traded on the NASDAQ National Market under the symbol MICC and on the Luxembourg stock exchange. The Company has its registered office at 75, Route de Longwy, L-8080, Bertrange, Grand-Duchy of Luxembourg.

        MIC's cellular telephone interests operate through strategic entities operating in major geographic regions of the world (Note 3). MIC's cellular telephone interests in Asia include operations in Cambodia, Lao, Pakistan, Sri Lanka and Vietnam. MIC's interests in Latin America include operations in Bolivia, El Salvador, Guatemala, Honduras and Paraguay. MIC's interests in Africa include operations in Ghana, Mauritius, Senegal, Sierra Leone and Tanzania.

        In 2003, MIC sold its interest in its operation in Colombia. In 2002, MIC disposed of MIC Systems, including MACH, its GSM clearing-house, and disposed of its operation in the Philippines. In 2001, MIC disposed of FORA Telecom, its Russian segment (Note 22).

        The Group was formed in December 1990 when Industriförvaltnings AB Kinnevik ("Kinnevik"), a company established in Sweden, and Millicom Incorporated ("Millicom"), a corporation established in the United States of America, contributed their respective interests in international cellular joint ventures to form the Group. During 1992, the Group was restructured under a new ultimate parent company, maintaining the same name. On December 31, 1993, Millicom was merged ("the Merger") into a wholly owned subsidiary of MIC, MIC-USA Inc. ("MIC-USA") a Delaware corporation, and the outstanding shares of Millicom's common stock were exchanged for approximately 46.5% of MIC's common stock outstanding at that time.

        The Board of Directors has approved these financial statements on February, 25 2004 for issuance.

2. SUMMARY OF CONSOLIDATION AND ACCOUNTING POLICIES

Basis of preparation

        The consolidated financial statements of the Group are presented in U.S. dollars and have been prepared in accordance with International Financial Reporting Standards ("IFRS") as published by the International Accounting Standards Board. The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of certain financial assets and liabilities. These consolidated financial statements are not prepared for the purposes of statutory filing.

        The Group has experienced significant losses during the last two years and has negative shareholders' equity of $85,180,000 as of December 31, 2003. The Group has substantial outstanding debt, significant debt service obligations and capital requirements. Management of the Group has taken certain measures to restructure the operations of the Group and reduce the extent of its obligations. This has included the disposal of certain businesses and investments during 2003 and 2002 (see Note 22). Further, the Group has made an exchange offer to holders of the 13.5% Senior Subordinated Notes (see Note 18). Management expects that the Group will generate sufficient cash from operations to meet its obligations as they come due and the financial statements have been prepared on the basis that the Group is a going concern.

F-8


        The preparation of financial statements in conformity with generally accepted accounting principles requires the use of 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 revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates.

Changes in accounting policies

        The consolidated financial statements are prepared in accordance with consolidation and accounting policies consistent with the consolidated financial statements as of December 31, 2002, except for the accounting policy with respect to the unrealised gains and losses of available-for-sale securities. Prior to January 1, 2003 these gains or losses were recorded within shareholders' equity under a caption "revaluation reserve". When the securities were sold, impaired or there was a significant and prolonged decline in the fair value below acquisition cost, the accumulated fair value adjustments were included in the consolidated statements of profit and loss as gains and losses on investment securities.

        As from January 1, 2003 management determined that it was more appropriate to record the change in fair value of available-for-sale securities in the consolidated statements of profit and loss. As discussed in Note 18, the 5% Mandatory Exchangeable Notes are mandatorily exchangeable into shares of Tele2 AB, which MIC records as available-for-sale securities. Management believes that the issuance of the 5% Mandatory Exchangeable Notes and the investment in the Tele2 AB shares are related transactions. Therefore, recording the change in fair value of the Tele2 AB shares and the derivative embedded in the 5% Mandatory Exchangeable Notes (Note 18) together in the Company's financial statements, best reflects the economic substance of the transaction. Because the change in fair value of the embedded derivative is recorded in MIC's statement of profit and loss, the Board of Directors decided to change the accounting policy for fair value adjustments of available-for-sale securities and to record these adjustments in the consolidated statement of profit and loss as from January 1, 2003. MIC adopted the allowed alternative treatment for change in accounting policy as defined in IAS 8 "Net Profit or Loss for the Period, Fundamental Errors and Changes in Accounting Policies", which requires any adjustment resulting from retrospective application of the change in accounting policy to be included in the determination of the net profit of loss for the current period. Because MIC recorded an impairment loss in the statement of profit and loss based on the value of available for sale securities as of December 31, 2002, only the change in value from January 1 to December 31, 2003 has been recorded to reflect the change in accounting principle at December 31, 2003. Had MIC applied the same accounting principle in prior years the retained losses and losses for the years ended December 31, 2002 and 2001 would have been as follows:

 
   2002
   2001
  
 
   US$ '000

   US$ '000

  
Net loss as reported for the year   (385,143 ) (138,053 )
Effect of change in accounting policy with respect to the fair value adjustments of available-for-sale securities   61,325   (79,061 )
   
 
 
Net loss as adjusted for the year   (323,818 ) (217,114 )
   
 
 

F-9

        The reconciliation between retained profits (losses) as previously reported and retained losses as adjusted is as follows:

 
   2002
   2001
  
 
   US$ '000

   US$ '000

  
Retained (losses) profits as reported as of January 1   (57,719 ) 80,334  
Effect of change in accounting policy with respect to the fair value adjustments of available-for-sale securities   (61,325 ) 17,736  
Retained (losses) profits as restated as of January 1   (119,044 ) 98,070  
Net loss as adjusted for the year   (323,818 ) (217,114 )
   
 
 
Retained losses as restated as of the end of the year   (442,862 ) (119,044 )
   
 
 

        The consolidated financial statements are prepared in accordance with the following significant consolidation and accounting policies:

a) Group accounting

    Subsidiaries

        Subsidiaries, which are those entities (including Special Purpose Entities) in which the Group has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies, are consolidated.

        The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity.

        Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs directly attributable to the acquisition. The excess of the cost of acquisition over the fair value of the net assets of the subsidiary acquired is recorded as goodwill. See Note 2(b) for the accounting policy on goodwill. Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated; unrealized losses are also eliminated unless cost cannot be recovered. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.

    Joint ventures

        Entities that are jointly controlled are consolidated using the proportional method which combines the Group's assets, liabilities, income and expenses with the Group's share of the assets, liabilities, income and expenses of the joint ventures in which the Group has an interest.

        The Group recognizes the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other parties in the joint venture. The Group does not recognize its share of profits or losses from the joint venture that results from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. However, if a loss on the transaction provides evidence of a reduction in the net realizable value of current assets or an impairment loss, the loss is recognized immediately.

    Associates

        Investments in associates are accounted for using the equity method of accounting. Under this method the Company's share of the post-acquisition profits or losses of associates is recognized in the

F-10

consolidated statements of profit and loss. The cumulative post-acquisition movements are adjusted against the cost of the investment. Associates are entities over which the Group generally has between 20% and 50% of the voting rights, or over which the Group has significant influence, but which it does not control. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The Group's investment in associates includes goodwill (net of accumulated amortization) on acquisition. When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the associates.

b) Goodwill

        The excess of cost of an acquisition over the Group's share in the fair value of the net identifiable assets of the acquired subsidiary, joint venture or associate at the date of transaction is recorded as Goodwill and recognized as an asset in the balance sheet. Goodwill is amortized using the straight-line method over its estimated useful life but not longer than 20 years. Goodwill on associates is included in their carrying value in the caption "Investments in associates".

        At each balance sheet date the Group assesses whether there is any indication of impairment of its recorded goodwill. If such indications exist an analysis is performed to assess whether the carrying amount of goodwill is fully recoverable. A write-down is made if the carrying amount exceeds the recoverable amount.

        Negative goodwill represents the excess of the fair value of the Group's share of the net assets acquired over the cost of acquisition. Negative goodwill is presented in the same balance sheet classifications as goodwill. To the extent that negative goodwill relates to expectations of future losses and expenses that are identified in the Group's plan for the acquisition and can be measured reliably, but which do not represent identifiable liabilities, that portion of negative goodwill is recognized in the income statement when the future losses and expenses are recognized. Any remaining negative goodwill, not exceeding the fair values of the identifiable non-monetary assets acquired, is recognized in the consolidated statements of profit and loss over the remaining weighted average useful life of the identifiable acquired depreciable/amortizable assets; negative goodwill in excess of the fair values of those assets is recognized in the consolidated statements of profit and loss immediately.

c) Licenses

        The carrying value of licenses for the right to provide mobile cellular, wireless and other telephone services as well as related ancillary services held by joint ventures and subsidiaries is disclosed in Note 5.

        The Group operates in an industry that is subject to changes in competition, regulation, technology and subscriber base evolution. In addition, the terms of the licenses, which have been awarded for various periods, are subject to periodic review for, amongst other things, rate making, frequency allocation and technical standards. Licenses are initially measured at cost and are amortized using the straight-line basis over periods of five to 20 years depending on the term of the license. Licenses held, subject to certain conditions, are renewable and are generally non-exclusive. MIC does not currently expect any of the Group's telephone operations to be required to cease due to license reviews and renewals. Under the terms of the respective licenses, the joint ventures and subsidiaries are entitled to enter into interconnection agreements with operators of both landline and other cellular systems.

d) Software development costs

        The Group capitalizes internal software development costs. The capitalization of these costs begins when a software package's technological feasibility has been established and the costs can be measured

F-11


reliably and ends when the software package is completed and ready for use. On completion of each software package, such costs are amortized on a straight-line basis over three to five years with a periodic evaluation as to their ultimate realization.

e) Property, plant and equipment

        Property, plant and equipment is stated at cost and depreciated over the estimated useful life of the asset using the straight-line method. All repairs and maintenance expenditures are expensed as they occur.

        Maximum estimated useful lives are:

Buildings   40 years or life of lease if lower
Networks   five to ten years
Other   two to seven years

        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. Once the assets become operational, the related costs are transferred from construction in progress to the appropriate asset category and start to be amortized.

        Costs directly associated with the establishment of new networks primarily relate to engineering and design work for the installation of the network and systems integral to its operation.

        The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

        The expected costs of retirement of assets on leased sites are recorded as a liability and included in the cost of the assets and depreciated over the useful life of the assets.

f) Inventories

        Inventories consist of cellular telephone equipment and related accessories, which are classified as trading inventory, and network equipment spares, which are classified as non-trading inventory. Inventory is stated at the lower of cost and net realisable value, with cost determined on a first-in, first-out basis.

g) Time and pledged deposits

        Time deposits represent cash deposits with banks that earn interest at market rates.

        Pledged deposits represent contracted cash deposits with banks that are held as security for debts either at the corporate or operational entity level. MIC is unable to access these funds until either the relevant debt is repaid or alternative security is arranged with the lender.

h) Cash and cash equivalents

        Highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

        Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are included within other debt and financing in current liabilities on the balance sheet.

F-12


i) Foreign currency translation

    i) Presentation and measurement currency

        The presentation currency of the Group is the U.S. dollar. The Company is located in Luxembourg and its subsidiaries, joint ventures and associates operate in different currencies. The measurement currency of the Company is the U.S. dollar because of the significant influence of the U.S. dollar on its operations. The measurement currency of each subsidiary, joint venture and associate, where these are foreign entities, reflects the economic substance of the underlying events and circumstances of these entities and is determined in accordance with the requirements of SIC 19 "Reporting Currency—Measurement and Presentation of Financial Statements under IAS 21 and IAS 29".

    ii) Transactions and balances

        In the financial statements of Group entities, transactions denominated in currencies other than the measurement currency are recorded in the measurement currency at the actual exchange rate existing at the date of the transaction. Monetary assets and liabilities denominated in currencies other than the measurement currency are reported at the exchange rates prevailing at the year-end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the consolidated statements of profit and loss.

        For the purposes of consolidating joint ventures and subsidiaries with measurement currencies other than U.S. dollars, the balance sheets are translated using the closing exchange rate. Profit and loss accounts are translated at the average exchange rate during the year. Foreign exchange gains and losses arising from the translation of financial statements are recorded as a separate component of shareholders' equity under the caption "Currency translation reserve".

        The following is a table of the principal currency translation rates to the U.S. dollar as of December 31, 2003 and 2002 and the average rates for the year ended December 31, 2003.

Country
   Currency
   2003
Average rate
   2003
Year-end rate
   2002
Year-end rate
Argentina   Pesos   2.98   2.93   3.36
El Salvador   Colon   8.75   8.75   8.75
Ghana   Cedi   8,596.92   8,850.00   8,400.00
Guatemala   Quetzal   7.93   8.02   7.64
Honduras   Lempira   17.32   17.74   16.92
Laos   Kip   10,682.31   10,599.00   10,600.00
Luxembourg   Euro   0.88   0.79   0.95
Mauritius   Rupee   28.07   26.20   29.30
Pakistan   Rupee   57.74   57.25   58.25
Paraguay   Guarani   6,520.58   6,100.00   7,150.00
Phillipines   Pesos   54.29   55.54   53.60
Senegal   CFA franc   580.76   520.04   625.76
Sierra Leone   Leone   2,266.18   2,450.00   1,970.00
Sri Lanka   Rupee   96.57   96.95   96.73
Sweden   Kroner   8.08   7.19   8.69
Tanzania   Shilling   1,033.27   1,057.54   963.00

        Unrealized gains and losses arising from changes in foreign currency exchange rates are not cash flows. However, the effect of exchange rate changes on cash and cash equivalents held or due in a foreign currency is reported in the cash flow statement in order to reconcile cash and cash equivalents at the beginning and end of the period.

F-13


    iii) Foreign exchange risk

        MIC seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies. In some cases, MIC may borrow in U.S. dollars because it is either advantageous for joint ventures and subsidiaries to incur debt obligations in U.S. dollars or because U.S. dollar-denominated borrowing is the only funding source available to a joint venture or subsidiary. In these circumstances, MIC has currently decided to accept the remaining currency risk associated with the financing of its joint ventures and subsidiaries, principally because of the relatively high cost of forward cover in the currencies of the countries in which the Group operates.

j) Revenue recognition

        The Group revenue sources in the consolidated statements of profit and loss comprise the following:

    Revenues from provision of telecom services

        These recurring revenues consist of monthly subscription fees, airtime usage fees, interconnection fees, roaming fees, revenue from the provision of data clearing services (until November 2002, when MIC disposed of MACH, Note 22) and other telecommunications services such as data services and short message services. Recurring revenues are recognized on an accrual basis, i.e. as the related services are rendered. Unbilled revenues for airtime usage and subscription fees resulting from services provided from the billing cycle date to the end of each month are estimated and recorded.

    Connection revenues

        Initial connection fees are recognized when charged, i.e. upon initial signing of the contract with customers.

    Equipment revenues

        These revenues consist of the sale of handsets and accessories. Revenues from these sales are recognized at the time that the item is delivered to the customer.

k) Prepaid cards

        Prepaid cards allow the forward purchase of a specified amount of airtime by customers. Revenues are recognized as credit is used. Unutilized airtime is carried in the balance sheet and is included under deferred revenue within other current liabilities.

l) Cost of sales

        The primary cost of sales incurred by the Group in relation to the provision of telecommunication services relate to interconnection costs, roaming costs, rental of channel, costs of handsets and other accessories sold and royalties. Costs of sales are recorded on an accrual basis.

        Cost of sales also includes the depreciation and impairment of network equipment (Note 2 e).

m) Customer acquisition costs

        Specific customer acquisition costs, including handset subsidies and free phone promotions, are charged to sales and marketing when the subscriber is activated. Advertising costs are charged to sales and marketing when incurred and amount to $22,932,000 for the year ended December 31, 2003 (2002: $24,914,000; 2001: $31,376,000).

F-14


n) Leases

        Operating lease rentals are charged to the statements of profit and loss on a straight-line basis over the life of the lease.

        Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance cost is charged to the statements of profit and loss 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 property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term.

o) Taxation

        The companies of the Group are subject to taxation in the countries in which they operate. Corporate tax, including deferred taxation where appropriate, is applied at the applicable current rates on their taxable profits. Deferred income taxes are determined using the liability method whereby the future expected consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements are recognized as deferred tax assets and liabilities. Currently enacted tax rates are used in the determination of deferred income tax.

        Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

        Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

p) Earnings (loss) per common share

        Basic earnings (loss) per common share are based on the profit (loss) for the year divided by the weighted average number of common shares outstanding during the year taking into account, stock splits up to the date of approval of the financial statements. Diluted earnings (loss) per share is calculated by dividing the net income attributable to ordinary shareholders by the sum of the weighted average number of common shares outstanding and the weighted average number of shares, which would be issued on the conversion of all the dilutive potential common shares into common shares. The Company has two categories of dilutive potential ordinary shares: convertible debt and share options.

q) Amounts due from joint ventures

        In the ordinary course of business, the Company advances cash to fund operations of the joint ventures. During consolidation of the Group's financial statements, part of these advances are eliminated based on the Company's ownership percentage in each joint venture. The remaining amount represents the partner's share of the joint venture's payable to the Company and is recorded under the caption "Amounts due from joint ventures".

r) Financial instruments

        A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise.

F-15


        After initial recognition, the Group revalues financial assets held as available-for-sale and derivatives at fair value.

        Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm's length transaction, other than in a forced or liquidation sale. Fair values are obtained from quoted market prices, discounted cash flow models and option-pricing models using management's estimates as appropriate.

    Investment in securities

        The Group classified its investments in debt and equity securities into the following categories: held-to-maturity and available-for-sale. The classification is dependent on the purpose for which the investments were acquired. Management determines the classification of its investments at the time of the purchase and re-evaluates such designation on a regular basis. Investments with a fixed maturity that management has the intent and ability to hold to maturity are classified as held-to-maturity and are included in non-current assets, except for maturities within 12 months from the balance sheet date, which are classified as current assets. Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available-for-sale; and are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the balance sheet date or unless they will need to be sold to raise operating capital, in which case they are included in current assets.

        Available-for-sale securities are reported at fair value. Prior to January 1, 2003, net unrealized gains or losses were recorded within shareholders' equity under a caption "Revaluation reserve". When the securities were sold, impaired or there was a significant and prolonged decline in the fair value below acquisition cost, the accumulated fair value adjustments were included in the consolidated statements of profit and loss as gains and losses on investment securities. As from January 1, 2003, management determined that it was appropriate to record the change in fair market value of available-for-sale securities in the consolidated statements of profit and loss. Accordingly, the Board of Directors decided to change the accounting policy for fair value adjustments of available-for-sale securities and to record these adjustments in the consolidated statements of profit and loss as from January, 1, 2003. MIC adopted the allowed alternative treatment for change in accounting policy as defined in IAS 8 "Net profit or Loss for the Period, Fundamental Errors and Changes in Accounting Policies' which requires any adjustment resulting from retrospective application of the change in accounting policy to be included in the determination of the net profit or loss for the current period (Note 2—Changes in accounting policies).

        The Group determines the fair value of its available-for-sale securities based on quoted market prices if available. The fair value of non-marketable securities is based on management's best estimate of the amount at which the securities could be sold in a current transaction.

        Unquoted available-for-sale equity investments are reviewed for impairment losses every balance sheet date and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net present value of expected future cash flows. The discount rate applied is based upon current market assessments of the time value of money and the risks specific to the investment. When the level of information available to calculate the net present value of expected future cash flows makes this exercise unworkable, management use different valuation techniques to estimate whether there is objective evidence of impairment and to determine the likely amount of impairment, if any.

        Held-to-maturity investments are carried at amortized cost using the effective yield method.

F-16


    Other current financial assets and liabilities

        The fair value of the other current financial assets and liabilities due within one year approximate the carrying value disclosed in the financial statements due to the short-term nature on which these transactions settle. Current assets, on which provisions are necessary, are netted against that provision to reflect the estimated amount that will be settled.

    Borrowings

        Borrowings are initially recognized at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statements of profit and loss as interest charge or income over the period of the borrowings.

        Gains or losses on restructuring of borrowings are recorded in "Other financial income".

        Other debt and financing is primarily comprised of bank loans bearing market rates of interest that vary on a regular basis.

        When convertible bonds are issued, the fair value of the liability portion is determined using a market interest rate for an equivalent non-convertible bond; this amount is recorded as a non-current liability on the amortized cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option, which is recognized and included in shareholders' equity; the value of the conversion option is not changed in subsequent periods.

    Derivative financial instruments

        International Accounting Standard No.39 "Financial Instruments: Recognition and Measurement" requires that all financial assets and financial liabilities, including derivatives, be recognized on the balance sheet. Derivatives are initially recorded at cost and then re-measured to fair value through the consolidated statements of profit and loss under the caption "Fair value result on financial instruments". Upon adoption of IAS 39 on January 1, 2001, the Company recorded a cumulative adjustment related to these derivatives in shareholders' equity for an amount of $45,264,000.

        A derivative embedded in a financial instrument, such as the embedded derivative on the 5% Mandatory Exchangeable Notes in Tele2 AB series B shares (Note 18), is treated as a separate derivative when (i) its economic risks and characteristics are not closely related to those of the host contract, (ii) a separate instrument with the same terms as the embedded derivative would qualify as a derivative, (iii) the combined instrument (derivative and host contract) is not carried at fair value with unrealized gains and losses reported in the profit and loss.

    Trade receivables

        Trade receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of expected cash flows, discounted at the market rate of interest for similar borrowers.

F-17

s) Risk management

    Liquidity Risk

        The Group has incurred significant indebtedness but evaluates its ability to meet its obligations on an ongoing basis. Based on these evaluations, the Group devises strategies to manage its liquidity risk, including the designation of certain assets as available-for-sale.

    Credit Risk

        Financial instruments that potentially subject the Group to concentrations of credit risk are primarily cash and cash equivalents, time and pledge deposits, letters of credit, available-for-sale securities and accounts receivable. The counter-parties to the agreements relating to the Group's cash and cash equivalents, time deposits, pledge deposits and available-for-sale securities are significant financial institutions. Management does not believe there is a significant risk of non-performance by these counter-parties. Accounts receivable are derived from the provision of telecom services to a large number of customers, including businesses and individuals as well as local telecommunications companies and the related concentration of credit risk is therefore limited. The Group maintains a provision for impairment of trade receivables based upon the expected collectability of all trade accounts receivable.

t) Impairment of non-financial assets

        The recoverability of the Group's assets, including its intangible assets, is subject to the future profitability of the Group's operations and the evolution of the business in accordance with its plans. In evaluating the recoverability of its assets, the value and future benefits of the Group's operations are periodically reviewed by management based on technological, regulatory and market conditions. When certain operational and financial factors indicate an impairment of value, the Group evaluates the carrying value of property, plant and equipment as well as other assets including licenses and goodwill, in relation to the operating performance, and future cash flows of the underlying assets. When indicated, the impairment losses are measured based on the difference between the estimated recoverable amount and the carrying amount of the asset. Management's estimates of recoverable amounts for the individual asset or, if not possible, the cash-generating unit, are based on prices of similar assets, to the extent available in the circumstances, and the result of valuation techniques. These include net present values of estimated future cash flows and valuations based on market transactions in similar circumstances. For new product launches where no comparable market information is available, management bases its view on recoverability primarily on cash flow forecasts. In addition to the evaluation of possible impairment to the assets carrying value, the foregoing analysis also evaluates the appropriateness of the expected useful lives of the assets. In 2003, 2002 and 2001, management recorded an impairment loss on certain assets (Note 22).

u) Segment reporting

        Business segments provide products or services that are subject to risks and returns that are different from those of other business segments. Geographical segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those of components operating in other economic environments.

v) Comparatives

        Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

F-18


        As from January 1, 2003, the amortization of the licenses acquired other than by business combinations are recorded under "General and administrative expenses". The related amounts for 2002 and 2001, respectively $10,091,000 and $8,852,000, have been reclassified accordingly from "Cost of sales" to "General and administrative expenses".

w) Equity compensation benefits

        Share options are granted to Directors, management and key employees. Options are granted at the market price of the shares on the date of the grant and are exercisable at that price. Options are exercisable in tranches beginning either one year or three years from the date of grant and have either an indefinite term or a contractual option term of maximum six years. When the options are exercised, the proceeds received net of any transaction costs are credited to share capital (par value) and share premium. The Group does not make a charge to staff costs in connection with share options.

x) Share capital

        Common shares are classified as equity. The portion of a convertible bond representing the value of the conversion option at the time of issue is included in equity (see Note 2 r).

        Where the Company or its subsidiaries purchases the Company's equity share capital, the consideration paid including any attributable incremental external costs net of income taxes is deducted from total shareholders' equity as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in shareholders' equity.

y) Provisions

        Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

z) New and revised accounting standards

        During 2003 and up to the date of approval of these financial statements, the International Accounting Standards Board ("IASB") released 15 revised standards, including revised IAS 32, IAS 39 and 13 other standards in its "Improvements to International Accounting Standards" publication as well as International Financial Reporting Standard 2 "Share based payments". MIC is currently assessing the impact of these new and revised standards, which will come into force on January 1, 2005.

F-19


3.  SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

a) Subsidiaries

        The Group has the following significant subsidiaries:

 
    
   Holding
December 31,
2003
   Holding
December 31,
2002
Name of the company
   Country
   % of
ownership
interest
   % of
ownership
interest
MIC Asia            
  Millicom Lao Co. Ltd.(i)   Lao People's Democratic Republic   78.0   78.0
  Pakcom Limited   Pakistan   61.3   61.3
  Paktel Limited   Pakistan   98.9   98.9
  Celltel Lanka Limited   Sri Lanka   99.9   99.9
  Comvik International (Vietnam) AB(ii)   Vietnam   80.0   80.0

MIC Latin America
 
 
 
 
 
 
  Telefonica Celular de Bolivia SA   Bolivia   100.0   100.0
  Celcaribe SA(iii)   Colombia   —   95.4
  Telemovil El Salvador SA(iv)   El Salvador   70.0   70.0
  Telefonica Celular del Paraguay SA   Paraguay   96.0   96.0

MIC Africa
 
 
 
 
 
 
  Millicom (Ghana) Limited   Ghana   100.0   100.0
  Sentel GSM   Senegal   75.0   75.0
  Millicom Sierra Leone Limited   Sierra Leone   70.0   70.0

Other
 
 
 
 
 
 
  Millicom Peru SA   Peru   100.0   100.0

Unallocated
 
 
 
 
 
 
  Millicom International Operations SA   Luxembourg   100.0   100.0
  MIC-USA Inc   United States   100.0   100.0
  Millicom Holding BV   Netherlands   100.0   100.0
  Millicom International Operations BV   Netherlands   100.0   100.0
  Millicom Telecommunications BV   Netherlands   100.0   100.0
  Millicom Telecommunications SA   Luxembourg   100.0   100.0
  MIC Latin America BV   Netherlands   100.0   100.0
  Millicom International BV   Netherlands   100.0   100.0
(i)
Operations commenced in April 2003.

(ii)
Comvik International (Vietnam) AB ("CIV"), a 80% owned subsidiary of the Company, and Vietnam Mobile Services Co. ("VMS") have entered into a revenue sharing agreement to operate a national cellular GSM system in Vietnam ("Mobifone"). This revenue sharing agreement, which had a ten year term starting July 1, 1995, provided that CIV would be entitled to receive 50% of Mobifone's net revenues for the first five years of operation and 40% thereafter. In October 2000, the revenue sharing agreement was amended and stated that MIC would continue to receive 50% of net revenue in years six through ten of the contract agreement. CIV initially contracted to invest $128 million in the venture. Such commitment has been met as of December 31, 2003. As part of the amendment in 2000, and further amendments in 2002 and 2003, CIV committed to invest an additional minimum of $75 million, of which approximately $46.6 million has been disbursed as of

F-20

    December 31, 2003. At the time the revenue sharing agreement expires in 2005, legal title to all equipment shall be transferred to VMS at a price of $1. This equipment is depreciated accordingly. Negotiations are ongoing to extend the life of the revenue sharing agreement.

(iii)
On February 13, 2003, MIC completed the sale of Celcaribe SA, its Colombian operation, realizing a gain of $3,305,000 on net proceeds of $10,932,000.

(iv)
On September 15, 2003, MIC's operation in El Salvador, Telemovil, entered into a share purchase agreement (the "Agreement") with the minority shareholders of Telemovil. The Agreement provides for the acquisition by Telemovil of 30% of its own shares for a consideration of $70 million (the "Acquisition price") payable over a period of a maximum of 6 years and an annual dividend premium of $1 million, with a corresponding net present value of $67,371,000. Of this amount $16 million was paid in cash at the closing of the transaction. The payment of the acquisition price is guaranteed by MIC. During this period Telemovil has the ownership interest of 30% of its own shares, whilst the record title remains with an escrow agent allowing the minority shareholders to benefit from certain protective rights. These rights will expire at the final settlement date. Based on this Agreement, MIC regained control and started reconsolidating Telemovil at 100% since September 15, 2003. The legal ownership interest of MIC remains at 70% until the final settlement date. For the period from September 15, 2003 to December 31, 2003 Telemovil contributed revenues of $39,052,000, operating profit of $11,852,000 and net income of $4,795,000 to the Group, and assets and liabilities as at December 31, 2003 were respectively $157,733,000 and $103,307,000.

b) Joint ventures

        The Group has the following significant joint venture companies, which have been proportionally consolidated:

 
    
   Holding
December 31,
2003
   Holding
December 31,
2002
Name of the company
   Country
   % of
ownership
interest
   % of
ownership
interest
MIC Asia            
  Cam GSM Company Limited   Cambodia   58.4   58.4
  Royal Telecam International Limited   Cambodia   57.0   57.0

MIC Latin America
 
 
 
 
 
 
  Comunicaciones Celulares SA   Guatemala   55.0   55.0
  Telefonica Celular   Honduras   50.0   50.0

MIC Africa
 
 
 
 
 
 
  Emtel Limited(i)   Mauritius   50.0   50.0
  MIC Tanzania Limited   Tanzania   59.4   57.0

Other
 
 
 
 
 
 
  Millicom Argentina SA   Argentina   65.0   65.0
(i)
In 2003, Mauritius was reclassified from the segment MIC Asia to the segment MIC Africa.

        MIC determined the existence of joint control by reference to the joint venture agreements, articles of association, structures and voting protocols of the Boards of Directors, of the above ventures.

F-21


        The following amounts have been consolidated into the Group accounts representing the Group's share of assets, liabilities, income and expenses in the above joint ventures, excluding divested operations.

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Revenues   208,067   186,935   180,704  
Total operating expenses   (144,609 ) (141,422 ) (135,763 )
Operating profit   63,458   45,513   44,941  

Property, plant and equipment, net
 
124,509
 
134,439
 
125,893
 
Licenses, net   7,079   401   451  
Other intangible assets, net   2,176   2,352   2,361  
Total non-current assets   138,685   138,079   131,140  
Current assets   77,539   71,237   58,841  
Amounts due from joint ventures to MIC   (13,137 ) (14,053 ) (14,827 )
Liabilities due after more than one year   (42,577 ) (40,358 ) (35,334 )
Liabilities due within one year   (74,473 ) (65,875 ) (82,804 )

Cash flow:
 
 
 
 
 
 
 
  Cash provided by operating activities   86,019   46,791   34,251  
  Cash flow from investing activities   (29,149 ) (30,879 ) (32,103 )
  Cash flow from financing activities   (6,760 ) (21,146 ) (13,350 )

c) Associates

        The movements in associates were as follows:

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Opening balance   1,013   52,858  
Share of results(iii)   380   62  
Exchange differences   (53 ) 34  
Transfers(i)(ii)   —   (51,941 )
   
 
 
Closing balance   1,340   1,013  
   
 
 
(i)
As of May 2001, MIC determined that, due to a dispute with the minority shareholders, circumstances regarding the investment in its 70% owned joint venture in Telemovil El Salvador had changed so that proportional consolidation was no longer appropriate. Therefore, as of December 2001, the entity was accounted for under the equity method and recorded in the balance sheet under the caption "Investments in associates". As of December 31, 2002, this dispute had still to be settled and management no longer felt it was able to exercise a significant influence in the operation and therefore felt it was more appropriate to show its investment as a non-current asset in the balance sheet under the caption "Investment in other securities" for an amount of $52,858,000. As from September 15, 2003 Telemovil El Salvador was reconsolidated (see Subsidiaries (iv) above)

(ii)
As of December 31, 2001, MIC's interest in Navega S.A. was recorded as a non-current investment in other securities. During the course of 2002, the Group was able to exercise significant influence in the operation and therefore transferred the investment cost of $917,000 to investments in associates.

(iii)
In 2003, MIC's share of tax in associates was nil (2002: nil)

F-22

        As at December 31, 2003 and 2002, the principal associated company, which is unlisted, was Navega S.A. This company is 45% owned by MIC's joint venture in Guatemala.

4.  GOODWILL

        The movements in goodwill, including negative goodwill, were as follows:

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Cost          
  Opening balance   35,562   70,431  
  Additions(i)   46,101   2,268  
  Write-downs (Note 22)(ii)(iii)   —   (36,308 )
  Disposals   (9,712 ) (829 )
   
 
 
  Closing balance   71,951   35,562  
   
 
 
Amortization          
  Opening balance   (25,390 ) (17,856 )
  Charge for the year(iii)   (6,695 ) (7,865 )
  Disposals   9,712   331  
   
 
 
  Closing balance   (22,373 ) (25,390 )
   
 
 
Net book value          
  Closing balance   49,578   10,172  
   
 
 
  Opening balance   10,172   52,575  
   
 
 
(i)
In 2003, the addition corresponds to the goodwill generated on Telemovil El Salvador (Note 3a). The details of net assets acquired and goodwill in 2003 are as follows:

 
   US$ '000
  
Net present value of Acquisition price   67,371  
Fair value of 30% of net assets acquired   (21,270 )
   
 
Goodwill   46,101  
   
 
(ii)
Accumulated write-downs at December 31, 2003 were $585,000 (2002: $36,308,000). These write-downs are in respect of MIC's interest in Argentina. During 2003, the Group reversed $35,723,000 accumulated write-down as part of the divestment of its operation in Colombia (Note 22).

(iii)
Goodwill write-downs and amortization charges are recorded in the caption "Other operating expenses" of the consolidated statements of profit and loss.

F-23

        The movements in negative goodwill, included in the above figures, were as follows:

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Cost          
  Opening balance   (11,384 ) (11,483 )
  Disposals   —   99  
   
 
 
  Closing balance   (11,384 ) (11,384 )
   
 
 
Amortization          
  Opening balance   3,441   2,147  
  Income for the year   1,391   1,393  
  Disposals   —   (99 )
   
 
 
  Closing balance   4,832   3,441  
   
 
 
Net book value          
  Closing balance   (6,552 ) (7,943 )
   
 
 
  Opening balance   (7,943 ) (9,336 )
   
 
 

5.  LICENSES

        Licenses comprise the amortized cost of purchased fixed fee licenses and other licenses held by joint ventures and subsidiaries (Note 2c). The movements in licenses were as follows:

 
   Total
2003
   Total
2002
  
 
   US$ '000

   US$ '000

  
Cost          
  Opening balance   184,832   284,519  
  Additions   1,137   3,962  
  Write-downs for the year (Note 22)(i)(iii)   (3,073 ) (46,678 )
  Effect of change in ownership percentage/disposals   (95,174 ) (54,940 )
  Transfers   6,121   404  
  Exchange rate movements   826   (2,435 )
  Change in consolidation method(ii)   1,622   —  
   
 
 
Closing balance   96,291   184,832  
   
 
 
Amortization          
  Opening balance   (100,361 ) (119,978 )
  Charge for the year(iii)   (6,122 ) (16,726 )
  Effect of change in ownership percentage/disposals   43,701   36,125  
  Transfers   (1,461 ) 120  
  Exchange rate movements   (813 ) 98  
  Change in consolidation method(ii)   (346 ) —  
   
 
 
Closing balance   (65,402 ) (100,361 )
   
 
 
Net book value          
  Closing balance   30,889   84,471  
   
 
 
  Opening balance   84,471   164,541  
   
 
 
(i)
Accumulated write-downs at December 31, 2003 were $8,018,000 (2002: $46,678,000). These write-downs are in respect of MIC's interests in Argentina ($1,911,000), Peru ($5,307,000) and Venezuela ($800,000). During 2003 the Group reversed $41,733,000 of accumulated write-downs as part of the divestment of its operation in Colombia (Note 22).

F-24

(ii)
Corresponds to the license in MIC's operation in El Salvador.

(iii)
Licenses write-downs and amortization charges are recorded in "General and administrative expenses".

        During the year, certain items have been reclassified in the balance sheet, these are shown above as transfers.

        The estimated aggregate amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is shown in the table below:

Estimated amortization expense
   US$ '000
For the year ended December 31, 2004   7,267
For the year ended December 31, 2005   5,854
For the year ended December 31, 2006   3,688
For the year ended December 31, 2007   2,657
For the year ended December 31, 2008   2,072

6.  OTHER INTANGIBLE ASSETS, NET

        The movements in other intangible assets were as follows:

 
   Software
development
costs
   Other
   Total
2003
   Total
2002
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Opening balance, net   2,708   2,211   4,919   15,685  
Additions   1,144   1,288   2,432   4,631  
Disposals   —   (782 ) (782 ) (4,479 )
Amortization for the year(i)   (884 ) (485 ) (1,369 ) (6,212 )
Effect of change in ownership percentage   (9 ) (156 ) (165 ) (3,333 )
Transfers   —   —   —   (856 )
Exchange rate movements   135   (22 ) 113   (517 )
   
 
 
 
 
Closing balance, net   3,094   2,054   5,148   4,919  
   
 
 
 
 
(i)
Accumulated amortization for other intangible assets as of December 31, 2003 was $3,732,000 (2002: $2,973,000; 2001: $12,141,000). Amortization charges of other intangible assets are recorded in "General and administrative expenses".

        During the year, certain items have been reclassified in the balance sheet, these are shown above as transfers.

F-25


7.  PROPERTY, PLANT AND EQUIPMENT

        The movements in 2003 were as follows:

 
   Land and
Buildings
   Networks
   Construction
in progress
   Other
   Total
2003
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Cost                      
Opening balance   19,140   724,169   24,150   104,468   871,927  
Additions   1,208   31,374   62,542   8,704   103,828  
Disposals   (16 ) (7,296 ) (2,638 ) (6,904 ) (16,854 )
Transfers(i)   1,368   40,605   (49,915 ) 1,821   (6,121 )
Write-down of assets   —   (2,518 ) —   —   (2,518 )
Exchange rate movements   1,287   15,210   1,071   2,412   19,980  
Effect of change in ownership percentage/disposals   (85 ) (68,065 ) (1,275 ) (10,931 ) (80,356 )
Change in consolidation method(ii)   960   110,089   2,613   30,062   143,724  
   
 
 
 
 
 
Closing balance   23,862   843,568   36,548   129,632   1,033,610  
   
 
 
 
 
 
Depreciation                      
Opening balance   (4,903 ) (344,335 ) —   (63,756 ) (412,994 )
Charge for the year   (1,733 ) (93,554 ) —   (19,096 ) (114,383 )
Disposals   10   7,296   —   4,764   12,070  
Transfers   —   —   —   1,461   1,461  
Exchange rate movements   (311 ) (7,989 ) —   (1,370 ) (9,670 )
Effect of change in ownership percentage/disposals   4   40,405   —   7,852   48,261  
Change in consolidation method   (304 ) (44,038 ) —   (26,267 ) (70,609 )
   
 
 
 
 
 
Closing balance   (7,237 ) (442,215 ) —   (96,412 ) (545,864 )
   
 
 
 
 
 
Net book value                      
  Closing balance   16,625   401,353   36,548   33,220   487,746  
   
 
 
 
 
 
  Opening balance   14,237   379,834   24,150   40,712   458,933  
   
 
 
 
 
 
Leased assets included In the above   —   919   —   —   919  
   
 
 
 
 
 
(i)
During the year, certain items have been reclassified in the balance sheet, these are shown above as transfers.

(ii)
Corresponds to the operation in El Salvador.

F-26

        The movements in 2002 were as follows:

 
   Land and
buildings
   Networks
   Construction
in progress
   Other
   Total
2002
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Cost                      
Opening balance   20,778   676,243   56,763   118,691   872,475  
Additions   1,556   65,476   27,005   3,737   97,774  
Disposals   (1,194 ) (355 ) (9,781 ) (15,267 ) (26,597 )
Transfers   672   33,951   (44,838 ) 9,111   (1,104 )
Write-down of assets   —   (6,833 ) —   —   (6,833 )
Exchange rate movements   (2,054 ) (32,594 ) (3,211 ) (3,940 ) (41,799 )
Effect of change in ownership percentage   (618 ) (11,719 ) (1,788 ) (7,864 ) (21,989 )
   
 
 
 
 
 
Closing balance   19,140   724,169   24,150   104,468   871,927  
   
 
 
 
 
 
Depreciation                      
Opening balance   (5,630 ) (288,065 ) —   (66,544 ) (360,239 )
Charge for the year   (1,215 ) (87,988 ) —   (19,312 ) (108,515 )
Disposals   1,283   8,858   —   16,448   26,589  
Transfers   —   459   —   (1,035 ) (576 )
Exchange rate movements   358   16,994   —   1,813   19,165  
Effect of change in ownership percentage   301   5,407   —   4,874   10,582  
   
 
 
 
 
 
Closing balance   (4,903 ) (344,335 ) —   (63,756 ) (412,994 )
   
 
 
 
 
 
Net book value                      
Closing balance   14,237   379,834   24,150   40,712   458,933  
   
 
 
 
 
 
Opening balance   15,148   388,178   56,763   52,147   512,236  
   
 
 
 
 
 
Leased assets included in the above   1,139   —   —   125   1,264  
   
 
 
 
 
 

        During the year, certain items have been reclassified in the balance sheet, these are shown above as transfers.

8.  INVESTMENT IN TELE 2 AB SHARES

        As of December 31, 2003 and 2002, MIC had the following investments in Tele2 AB ("Tele2") shares:

 
   2003
   2002
 
   US$ '000

   US$ '000
Non-current available-for-sale securities   479,040   164,031
Current available-for-sale securities   —   101,540
   
 
    479,040   265,571
   
 

F-27

        Transactions in Tele2 shares have been summarized in the table below:

 
   Number of Shares held
    
    
    
    
  
 
   Tele2 series
A shares
   Tele2 series
B shares
   Ownership
%
   Revaluation
reserve
   Gain / (loss)
   Total
  
 
    
    
    
   US$ '000

   US$ '000

   US$ '000

  
Balance as of January 1, 2001   5,384,316   14,422,888   13.70 % 17,736   —   800,070  
Sale of shares   —   (3,513,000 ) (3.60 )% —   (15,931 ) (141,126 )
Exchange of Shares for FORA assets (Note 22)   —   2,461,449   2.63 % —   —   79,557  
Change in fair value   —   —   —   (79,061 ) —   (79,061 )
   
 
 
 
 
 
 
Balance as of December 31, 2001   5,384,316   13,371,337   12.73 % (61,325 ) —   659,440  
Sale of shares   —   (8,743,110 ) (5.94 )% —   (168,818 ) (336,056 )
Exchange of A shares for B shares   (5,384,316 ) 5,384,316   —   —   —   —  
Change in fair value   —   —   —   —   (57,813 ) (57,813 )
Prolonged decline in value transferred to profit and loss   —   —   —   61,325   (61,325 ) —  
   
 
 
 
 
 
 
Balance as of December 31, 2002   —   10,012,543   6.79 % —   —   265,571  
Sale of shares   —   (1,044,129 ) (0.71 )% —   —   (33,291 )
Change in fair value   —   —   —   —   246,760   246,760  
   
 
 
 
 
 
 
Balance as of December 31, 2003   —   8,968,414   6.08 % —   —   479,040  
   
 
 
 
 
 
 

        Tele2 is the leading profitable alternative pan-European telecommunications company offering fixed and mobile telephony, data network and Internet services under the brand names Tele2, Tango and Comviq to 22.3 million people in 23 countries. Tele2 is listed on the Stockholm Stock Exchange and the NASDAQ National Market.

        In 2001, the Group classified its investment in Tele2 as non-current as it considered it to be a strategic investment. However, the Group sold certain of these shares during the course of 2002 in order to meet liquidity needs and therefore re-classified the portion of its holding that was not pledged against financing (Note 18) as a current asset in the consolidated balance sheet as of December 31, 2002. Following the issuance of the 5% Mandatory Exchangeable Notes due 2006 (Note 18), MIC reclassified its investment in Tele2 from current to non-current assets.

        The Tele2 AB series B shares underlying the 5% Mandatory Exchangeable Notes have been lent by Millicom Telecommunications S.A. to Deutsche Bank AG London pursuant to a securities lending arrangement. Deutsche Bank AG London may sell or on-lend such Tele2 shares under the securities lending agreement. Deutsche Bank AG London is contractually required to deliver to Millicom Telecommunications S.A. such Tele2 shares upon requisite notice to Deutsche Bank AG London by Millicom Telecommunications S.A., if (1) Millicom Telecommunications S.A. requires such Tele2 shares to satisfy its obligations from time to time to deliver Tele2 shares upon exchange of the 5% Mandatory Exchangeable Notes by the noteholders or (2) specified bankruptcy-related events with respect to Deutsche Bank AG London or defaults in the performance by Deutsche Bank AG London by Millicom Telecomunnications S.A. of its obligations under the securities lending agreement have occurred. Millicom Telecommunications S.A. is obligated to deliver Tele2 shares upon exchange of the 5% Mandatory Exchangeable Notes even in the event of a failure of Deutsche Bank AG London to

F-28


redeliver to Millicom Telecommunications S.A. the Tele2 shares. Millicom Telecommunications S.A.'s obligation in respect of the delivery of those shares has not been guaranteed by the Group.

9.  INVESTMENT IN OTHER SECURITIES

        As of December 31, 2003 and 2002, MIC had the following investments in other securities:

 
   2003
   2002
 
   US$ '000

   US$ '000
Non-current        
  Available-for-sale        
    El Salvador(i)   —   52,858
    Other investments(iii)   3,120   3,497
  Held-to-maturity        
    U.S. Treasury strips(ii)   22,277   —
   
 
    25,397   56,355
   
 
Current        
  Held-to-maturity        
    U.S. Treasury strips(ii)   15,291   —
   
 
    15,291   —
   
 

(i) El Salvador

        As of December 31, 2002 the Group no longer had control or significant influence over Telemovil, its cellular operation in El Salvador and the Group's investment was therefore accounted for as an available-for-sale financial asset in 2002. The shares in this investment are not quoted on a public market and management was not able to obtain reliable financial information. It was therefore concluded that estimating a fair value in these conditions was inappropriate. Consequently the investment was being carried at the carrying amount as of December 31, 2001. On September 15, 2003, MIC resolved the shareholders dispute with the minority shareholders in Telemovil and as a result, recommenced consolidating Telemovil as from that date (Note 3).

(ii) U.S. Treasury strips

        On August 7, 2003, $45,294,000 of the net proceeds of the 5% Mandatory Exchangeable Notes was used to purchase U.S. Treasury strips, with a nominal amount of $46,470,000 to provide for payment of the interest under the 5% Mandatory Exchangeable Notes. On November 15, 2003, $7,726,000 of the U.S. Treasury strips matured with the proceeds of $7,745,000 being recorded in "Pledged deposits" until the first interest payment date in February 2004.

F-29


        As of December 31, 2003, the outstanding U.S. Treasury strips, which have effective interest rates ranging from 0.9% to 2.1%, have the following maturity dates:

 
   US$ '000
Non-current    
  May 15, 2006   7,307
  November 15, 2005   7,434
  May 15, 2005   7,536
   
    22,277
   
Current    
  November 15, 2004   7,613
  May 15, 2004   7,678
   
    15,291
   
Total   37,568
   

(iii) Other investments in available-for-sale securities

        In January 2000, MIC invested $10,000,000 in Modern Holdings Inc. ("Modern Holdings"), formerly known as XSource Corporation (Note 29) in the form of promissory notes. In February 2000, those notes were converted into 1,293,095 shares of common stock, representing 8.5% of the share capital of Modern Holdings. As of December 31, 2003 and 2002 the shares of Modern Holdings are not quoted on a public market. In 2002, following a restructuring of Modern Holdings and an independent valuation, MIC recognized an impairment loss of $7,050,000 on its investment in Modern Holdings. The carrying value of this investment is $2,950,000 as of December 31, 2003 (2002: $2,950,000). In 2003, management determined that no change in fair value should be recorded. In addition, the Group holds other available-for-sale securities for a total fair value of $170,000 as of December 31, 2003 (2002: $547,000).

        During the course of 2002, MIC recorded an impairment loss of $5,027,000 on its investment in Great Universal due to uncertainty concerning its recoverability.

        As indicated in Note 29, MIC does not consolidate its investment in Great Universal and Modern Holdings since the restrictions on their ability to distribute dividends is considered a severe long-term restriction that significantly impairs their ability to transfer funds to MIC. Further, due to the existence of warrants, enabling the warrant holders to obtain control over Great Universal and Modern Holdings, MIC considers that it does not control these companies.

10.  DERIVATIVES ARISING FROM BUSINESS COMBINATIONS

        MIC or its partners have agreements to purchase or sell interests in certain operations according to fixed conditions. These agreements qualify as derivatives under the prescribed accounting treatment in IAS 39. Details of the agreements are described as follows:

        Colombia—holders of the Celcaribe Ordinary Share Trust Certificates ("Certificates") (Note 18) had an option to put their certificates to the Company at an exercise price providing the holders with an internal rate of return of 15%. These put rights were cancelled in December 2002 when MIC entered into a conditional agreement to sell its interest in Celcaribe S.A., whereby holders of the Certificates were required, under the provision of a "drag-along" clause, to sell their Certificates to the buyer on the same terms and conditions as MIC. Accordingly, the fair value of the option was reduced to $nil as at December 31, 2002. The disposal of Celcaribe S.A. was declared effective on February 13, 2003. The change in fair value of the option during the period starting January 1, 2002 to the date of

F-30


the conditional sale agreement for an amount of $6,684,000 (2001: $6,176,000) was recorded in the statement of profit and loss under the caption "Fair value result on financial instruments" leading to a liability of $21,098,000. The reversal of the liability was recorded in the statement of profit and loss under the caption "Other operating expenses".

        El Salvador—As of December 31, 2003 and 2002, there were no remaining rights or obligations by the Company to repurchase shares as a result of the exercising of outstanding options during 2001. The settlement of the financial asset and liability resulted in a charge of $3,348,000 recorded in "Fair value result on financial instruments" in 2001.

        Express Telecommunications Co. Inc—As part of the sale agreement for Express Telecommunications Co. Inc. ("Extelcom"), MIC's operation in the Philippines, signed in December 2002, MIC was granted, for the price of $1, the option to purchase 47.9% of the issued share capital of Extelcom at various prices up to ten years after issuance. The exercise price is $1,000,000 if exercised within 12 months of the sale agreement increasing by an additional $1,000,000 for each year afterwards. If exercised between five and ten years after the option is issued, the purchase price is $8,000,000. Due to the history of losses incurred by the operation and based on the financial statements of Extelcom as of December 31, 2003, management considers that the option has nil value. The option is not exercisable in part. As of December 31, 2003, the option has not been exercised.

        Vietnam—In July 2002, the option granted per the shareholders' agreement to CIV's minority shareholder, which gave right to purchase an additional 10% equity interest in CIV, was exercised at a price of $24,000. As a result the Company reversed the liability of $23,125,000 (see Note 22), resulting from the measurement at fair value of the option until the date of exercise, by crediting the caption "Gain from sale of subsidiaries and joint ventures, net" in the statement of profit and loss. The change in fair value to the date of exercise was $1,174,000 in 2002 and $390,000 in 2001 and was recorded as a "Fair value result on financial instruments" in the consolidated statements of profit and loss.

        Ghana—In June 2002, MIC issued a call option to a former shareholder. The option allows the holder to reacquire the 30% equity stake which he sold to MIC in 2002. The option is exercisable from June 2005 to June 2007 at an exercise price of $190,000. As of December 31, 2003, the fair value of the option is nil (2002: nil).

11.  PLEDGED DEPOSITS

        Pledged deposits represent interest bearing collateral for certain debts of Group companies (Note 18).

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Pledged deposits   31,530   37,762  
Offset against borrowings   —   (4,841 )
   
 
 
    31,530   32,921  
   
 
 

        The effective interest rate on pledged deposits as at December 31, 2003, was 1.75% (2002: 2.6%).

F-31


12.  INVENTORIES

        The Group carries the following inventories, measured at lower of cost or net realizable value:

 
   2003
   2002
 
   US$ '000

   US$ '000
Trading inventories   8,754   5,589
Non-trading inventories   2,187   1,373
   
 
Total inventories   10,941   6,962
   
 

13.  TRADE RECEIVABLES, NET

        The movements in trade receivables were as follows:

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Trade receivables, gross          
Opening balance   140,785   162,697  
(Reductions)/additions, net   2,804   2,983  
Write-offs   (3,328 ) (4,065 )
Effect of change in ownership percentage/disposals   (18,051 ) (11,442 )
Change in consolidation method   23,963   —  
Exchange rate movement   3,776   (9,388 )
   
 
 
Closing balance   149,949   140,785  
   
 
 
Provision for doubtful receivables          
Opening balance   (27,564 ) (26,619 )
Impairment charge   (8,090 ) (6,624 )
Write-offs   3,328   4,065  
Effect of change in ownership percentage/disposals   4,639   635  
Change in consolidation method   (7,996 ) —  
Exchange rate movement   (516 ) 979  
   
 
 
Closing balance   (36,199 ) (27,564 )
   
 
 
Trade receivables, net          
  Closing balance   113,750   113,221  
   
 
 
  Opening balance   113,221   136,078  
   
 
 

        Included in the net trade receivables balance above is $83,870,000 (2002: $82,356,000) related to amounts due from national telecommunication companies in respect of interconnection. These amounts are expected to be recovered within one year.

F-32


14.  OTHER CURRENT ASSETS

        Other current assets are comprised as follows:

 
   2003
   2002
 
   US$ '000

   US$ '000
Taxes receivable   6,416   9,758
Receivable from VMS, net(i)   16,940   11,503
Advances paid to suppliers   12,061   4,460
Other current assets   14,166   12,732
   
 
    49,583   38,453
   
 
(i)
This reflects the net receivable under the revenue sharing agreement in Vietnam (Note 3 a (ii)).

15.  TIME DEPOSITS

        Time deposits as of December 31, 2003 of $32,880,000 (2002: $16,200,000) represent cash deposits with banks which earn market rates of interest and have original maturity periods of between three and twelve months.

        As of December 31, 2003, the effective interest rate on short-term bank deposits was approximately 3.4% (2002: 4.6%).

16.  CASH AND CASH EQUIVALENTS

        Cash and cash equivalents are comprised as follows:

 
   2003
   2002
 
   US$ '000

   US$ '000
Cash and cash equivalents in US dollars   86,871   42,252
Cash and cash equivalents in other currencies   61,958   28,199
   
 
Total cash and cash equivalents   148,829   70,451
   
 

17.  SHAREHOLDERS' EQUITY

        On February 16, 2004 an extraordinary general meeting of shareholders approved a stock split of the issued shares of the Company, by which each share with a par value of $6 was split into four new ordinary shares with a par value of $1.50 each. The stock split became effective on February 20, 2004. All figures in this note have been updated to reflect the stock split for all years presented.

a) Share capital and premium

        The authorized share capital of the Company totals 133,333,200 registered shares. At December 31, 2003, the total subscribed and fully paid-in share capital and premium amounts to $239,876,270 (2002: $281,989,458) consisting of 66,319,940 (2002: 94,832,972) registered common shares at a par value of $1.50 (2002: $1.50) each.

        As a result of the Merger (Note 1), 26,553,770 shares of MIC's common stock were issued to former Millicom stockholders on December 31, 1993. In February 1994, under the terms of the Merger Agreement, 1,231,628 interim additional merger shares were issued to former Millicom stockholders and 282,485 shares of MIC's common stock were issued to Great Universal. Under the terms of the Merger Agreement, the former Millicom shareholders also had the non-transferable contingent right to

F-33


receive a maximum of 1,077,396 final additional merger shares of common stock based on the payment of certain tax liabilities of Millicom (the "Tax Liabilities").

        In October 2001, the Group determined that the Tax Liabilities amounted to $7,023,000. At the time of the Merger, the Group had recorded a provision of $13,544,000 for the Tax Liabilities, resulting in a difference of $6,521,000. That difference was settled by the final issuance of 499,361 shares and a realized gain of $3,521,000 (Note 23), corresponding to the difference between the issuance price and the share price as of the date of the transaction.

        In 2003 MIC issued convertible notes (see c) 2% PIK Notes below) which if converted into MIC's common shares would convert into 23,289,348 shares of MIC's common shares.

b) Treasury stock

        As a result of the Merger, 28,862,794 shares of MIC's common shares, previously held by Millicom, were held by subsidiaries of MIC-USA, and accounted for as treasury stock for consolidated reporting purposes. In February 2003, an Extraordinary General Meeting of MIC passed a resolution approving the reduction of $43,294,192 of the share capital of the Company by means of the cancellation of the 28,862,794 shares with a par value of $1.50 each.

        In 2003, nil (2002: 515,133; 2001: nil) own shares were acquired by the Company. Those acquired were accounted for as treasury stock. In 2003, nil (2002: nil; 2001: 444) shares were issued from treasury stock under share option plans.

        In 2003, MIC used 177,428 from its holding of treasury stock to Kinnevik International AB as final payment on the partial acquisition of MACH in 1995 (Note 29).

        As of December 31, 2003, the total number of treasury shares held was 654,852 (2002: 29,695,072) MIC shares.

c) 2% PIK Notes—equity component

        In May 2003, MIC announced the closure of the exchange offer for its 13.5% Senior Subordinated Notes. As a result of the exchange, MIC issued $63,531,000 of MIC's 2% Senior Convertible PIK (payment-in-kind) Notes due 2006 ("2% PIK Notes") (Note 18). MIC's 2% PIK Notes are convertible at any time at the holder's option into MIC common stock at a conversion price of $2.69 per share (price after stock split). MIC has apportioned part of the value of these notes to equity and part to debt (Note 18). The value allocated to equity as at December 31, 2003, was $16,006,000.

        In 2003, MIC issued 349,760 common shares to holders of 2% PIK Notes who converted their 2% PIK Notes. If the remaining principal amount of the 2% PIK Notes were converted into MIC's common shares, they would convert into 23,289,348 shares of MIC common shares, which would constitute approximately 26% of the then issued and outstanding common shares.

d) Legal and consolidation reserves

        On an annual basis, if the Company reports a net profit for the year, 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. A consolidation reserve is required for consolidated profits that are not available for distribution.

        See Note 18 for other restrictions relating to dividend payments.

F-34


e) Options outstanding

        The following table summarizes information about stock options outstanding at December 31, 2003, which have been issued to Directors, management, officers and employees of the Group. Shares issued when stock options are exercised benefit from the same rights as common shares. The Company has elected to not record the expense associated with the issuance of stock options as permitted under IFRS. The market price of the Company's shares as at January 1, 2003 and December 31, 2003 was respectively $1.37 and $17.50.

Options Outstanding
   Options Exercisable
Range
of
Exercise Prices $
   Number
outstanding at
Dec. 31, 2003
   Weighted
Average Exercise
Price $
   Number
exercisable at
Dec. 31, 2003
   Weighted
Average Exercise
Price $
3.32 - 3.75   2,091,240   3.48   88,889   3.75
9.00   721,068   9.00   222,221   9.00
16.78 - 20.34   659,715   18.75   630,828   18.68
28.50 - 29.745   283,984   29.28   283,984   29.28
31.875 - 36.66   764,801   33.33   654,930   33.57
 
 
 
 
3.32 - 36.66   4,520,808   13.26   1,880,852   23.61
 
 
 
 

        The following table summarizes the terms of options outstanding as of December 31, 2003:

Date issued
   Number of
options
   Exercise price
$
   Terms of option
May 1994, May 1995, May 1996, May 1997, January 1998, May 1998, August 1999, May 2000, December 2001, December 2002 and May 2003   2,749,708   3.32 - 36.66   Exercisable over a three-year period in equal installments. Options have an indefinite life.

May 2003
 
550,500
 
3.32
 
Exercisable over a three-year period in equal installments. Options expire after six years from date of grant.

May 1998, August 1999, May 2000, June 2000, December 2001 and December 2002
 
1,220,600
 
3.75 - 31.88
 
Exercisable over a five-year period (1/3 vested after three years, 2/3 vested after four years, 100% vested after five years). Options expire after six years from date of grant.

F-35

        A summary of the Company's stock options as of December 31, 2003, 2002 and 2001, and changes during the years then ended is as follows:

 
   2003
   2002
   2001
 
   Number of options
   Weighted
average
exercise
price $
   Number
of
options
   Weighted
average
exercise
price $
   Number
of
options
   Weighted
average
exercise
price $
Outstanding at beginning of year   4,221,004   18.63   5,127,143   22.80   4,189,629   27.67
Granted   1,320,500   3.32   800,000   3.75   1,353,867   9.00
Exercised   —   —   —   —   (444 ) 16.78
Forfeited   (1,020,696 ) 22.64   (1,706,139 ) 24.18   (415,909 ) 27.11
   
 
 
 
 
 
Outstanding at end of year   4,520,808   13.26   4,221,004   18.63   5,127,143   22.80
   
 
 
 
 
 
Exercisable at end of year   1,880,852   23.61   1,956,204   25.40   2,056,371   27.68

        Other options in subsidiary companies, outstanding at December 31, 2003, have been issued to officers and employees of the Group as follows:

        Millicom Argentina S.A.—An option plan was established on December 15, 2000 for certain employees and officers to purchase a total of 10% of the share capital of Millicom Argentina S.A. The strike price of these options is calculated as the corresponding share of MIC's historic total investment in the relevant operation. These options are exercisable in tranches until December 31, 2005. As of December 31, 2001, 8.8% of the share capital had been issued under the option plan. The right to exercise options over 8.2% of the share capital was cancelled. As of December 31, 2003, none of the remaining options were exercised.

        Millicom International BV—An option plan was established on December 15, 2000 for certain employees and officers to purchase a total of 1.7% of the share capital of Millicom International BV. The strike price of these options is calculated as the corresponding share of MIC's historic total investment in the relevant operation. These options are exercisable in tranches until December 31, 2005 and were all issued in 2000. During 2002 the right to exercise options over 0.7% of the share capital was cancelled. As of December 31, 2003, none of the remaining options were exercised.

F-36


18.  BORROWINGS

        Borrowings comprise:

    (i) Borrowings due after more than one year:

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Corporate debt at amortized cost          
  13.5% Senior Subordinated Notes(c)   —   912,539  
  10% Senior Notes(d)   536,036   —  
  2% PIK Notes—debt component(e)   50,923   —  
  5% Mandatory Exchangeable Notes(f)   327,635   —  
   
 
 
    914,594   912,539  
   
 
 
Other debt and financing:          
  Secured equipment financing facilities   8,484   15,709  
  Secured bank financing facilities   173,553   207,941  
   
 
 
Total long-term other debt and financing   182,037   223,650  
Less: portion payable within one year   (55,887 ) (64,280 )
   
 
 
Total other debt and financing due after more than one year   126,150   159,370  
   
 
 

    (ii) Borrowings due within one year:

 
   2003
   2002
 
   US$ '000

   US$ '000
Other debt and financing:        
  Secured equipment financing facilities   3,848   11,200
  Secured bank financing facilities   72,929   81,186
   
 
Total short term other debt and financing   76,777   92,386
Portion of long-term debt payable within one year   55,887   64,280
   
 
Total other debt and financing due within one year   132,664   156,666
   
 

a) Company borrowings

        Borrowings mainly comprise notes, including corporate debt, term loans and revolving credit facilities in various countries and are mainly denominated in U.S. dollars. Average interest on these facilities is approximately 7.3% (2002: 12.5%, 2001: 12.9%). Average interest on short-term borrowings is approximately 6.8% (2002: 10.2%, 2001: 10.3%). Also included in debt and other financing is $160,000 (2002: $456,000) in respect of finance leases (Note 28).

        As of December 31, 2003, group companies had outstanding standby letters of credit and guarantees of $29,187,000 and $124,410,000 respectively (2002: $25,303,000 and $106,606,000) securing debt and commitments of other group companies. Accordingly, the Group's share of this debt is recorded in the balance sheet under the caption "Other debt and financing" and is described in this note below.

        In the normal course of business, MIC Group Companies have issued corporate guarantees to secure the obligations of some operations under bank, lease and supplier's financing agreements for other group companies. The table below describes, for each operation, the outstanding amount under the guarantees and the remaining terms of the guarantees. Amounts identified as bank guarantees are recorded in the Consolidated balance sheet under the caption "Other debt and financing".

F-37

 
   Bank and other financing
Guarantees
(2)
   Terms as at
December 31, 2003
   Maximum
exposure
   Lease
guarantees
   Terms as at
December 31, 2003
   Maximum
exposures
   Suppliers'
guarantee
(3)
   Terms as at
December 31, 2003
   Maximum
exposure
   Total
Outstanding
   Total
Exposure
   MIC
Liabitlity
 
   US$ '000

    
   US$ '000

   US$ '000

    
   US$ '000

   US$ '000

    
   US$ '000

   US$ '000

   US$ '000

   US$ '000
MIC Latin America                                            
Argentina   107   Due within 1 year   5,100   57   Due within 1 year   850               164   5,950   164
Bolivia   29,865   0-2 years   47,261                           29,865   47,261   35,487
Paraguay   125   Due within 1 year   125                           125   125   9,963
Peru   75   Due within 1 year   320               600   more than 5 years   600   675   920   675
El Salvador(1)   54,017   more than 5 years   61,517                           54,017   61,517   75,714
Guatemala   762   more than 5 years   762                           762   762   21,945
MIC Asia                                                
Pakistan   12,743   more than 5 years   19,816               15,612   0-3 years   22,855   28,355   42,671   45,745
Cambodia   3,731   0-2 years   13,923               4,657   0-2 years   4,657   8,388   18,580   8,388
Sri Lanka   10,020   more than 5 years   23,168               1,010   3-4 years   1,010   11,030   24,178   16,548
Vietnam   12,139   more than 5 years   12,139                           12,139   12,139   12,468
Lao PDR   826   2-3 years   1,653                           826   1,653   5,435
Total guarantees   124,410       185,784   57       850   21,879       29,122   146,346   215,756   232,532
(1)
Operation reconsolidated as from September 15, 2003

(2)
The guarantee can recover the outstanding amounts of the underlying loans in the case of non payment from MIC Group company guarantor

(3)
The guarantee can recover the outstanding amounts of the underlying supplier financing in the case of non payment from MIC Group company guarantor

        Additional guarantees are as follows: 1) MIC has guaranteed the payment by Telemovil of $70,000,000 to its minority shareholders, as described in Note 3(a); 2) MIC's subsidiary MIOBV guarantees MIC's 2% PIK Notes, as described below.

        The Group's share of the carrying amount of total pledged assets held by operating entities securing Group debt is $178,739,000 (2002: $97,204,000). The book value of pledged assets held by non-operating entities at December 31, 2003 is $479,040,000 (2002: $164,031,000). The Group has pledged 8,968,400 Tele2 AB series B shares (2002: 6,184,293). As of December 31, 2003, the Group had $31,530,000 (2002: $37,762,000) of pledged deposits against borrowings. The Group's share of total debt secured by either pledged assets, letters of credit or Company guarantees is $644,651,000 (2002: $189,395,000).

        The total interest charged in the year is $135,172,000 (2002: $185,959,000, 2001: $209,912,000).

b) Debt restructuring

        In 2003, MIC implemented a restructuring plan to reduce its indebtedness and debt service obligations. As of December 31, 2002, MIC had total consolidated indebtedness of $1.23 billion, which required a substantial amount of cash from operations to service its debt. MIC has also divested selected assets (MIC divested MIC Systems (including MACH), certain Tele2 AB shares, its operation in the Philippines, its operation in Colombia and Liberty Broadband Limited).

        In May 2003, $776 million or 85%, of the outstanding amount of MIC's Senior Subordinated 13.5% Notes due 2006 (the "Old Notes") had been tendered in MIC's private exchange offer. Holders of the tendered Old Notes also consented to certain amendments to the indenture covering the Old Notes.

        Upon closure of the exchange offer referred to above, MIC issued $562 million of MIC's 11% Senior Notes due 2006 (the "11% Senior Notes") and $64 million of MIC's 2% Senior Convertible PIK (payment-in-kind) Notes due 2006 ("2% PIK Notes") in exchange for the $776 million of Old Notes tendered. In addition, MIC also paid to holders of the Old Notes, who consented to the amendments of the Old Notes' indenture, $50 per $1,000 of Old Notes so consented (excluding affiliates of MIC), or approximately $38 million in aggregate. MIC's 2% PIK Notes are convertible at any time at the holder's option into MIC common stock at a conversion price of $2.69 per share (price after stock split). The debt exchange resulted in a gain of $96,748,000. This gain is recorded under the caption "Other financial income".

F-38


        On August 7, 2003, MIC's subsidiary, Millicom Telecommunications S.A., issued for an aggregate value of SEK 2,555,994,000 (the equivalent of approximately $310 million) mandatory exchangeable notes, which are mandatorily exchangeable into shares of Tele2 AB (the "5% Mandatory Exchangeable Notes"). On August 15, 2003 and September 30, 2003, MIC repurchased in private transactions $57 million and redeemed $110 million, respectively, in aggregate principal amount of the 11% Senior Notes. In August 2003, MIC also repaid the outstanding amount of the Toronto Dominion facility of $64 million.

        On November 7, 2003, MIC commenced a cash tender offer and consent solicitation relating to all of the $395 million outstanding principal amount of the 11% Senior Notes, which expired on December 8, 2003.

        On November 24, 2003, MIC issued $550 million principal amount of 10% Senior Notes due 2013 (the "10% Senior Notes") and issued a notice of redemption in respect of the total remaining outstanding amount of Old Notes. MIC used approximately $273 million of the proceeds of the offering of the 10% Senior Notes to acquire the outstanding amount of 11% Senior Notes tendered on or prior to December 8, 2003. MIC issued a notice of redemption with respect to the total remaining outstanding amount of 11% Senior Notes on December 5, 2003, with a redemption date of December 10, 2003. MIC used $143.8 million of the proceeds from the 10% Senior Notes to redeem in full the remaining outstanding amount of 11% Senior Notes. Finally MIC redeemed the Old Notes in their entirety on December 29, 2003.

c) Senior Subordinated 13.5% Notes

        On June 4, 1996, the Company raised $483,433,000 (after deducting discount and estimated expenses) through a private offering of Senior Subordinated 13.5% Notes due 2006 (the "Old Notes"). The Old Notes were issued at 52.075% of their principal amount of $962,000,000 and the purchase discount on the Old Notes accretes from issuance at an effective interest rate of 14.4%. Cash interest began to accrue on the Old Notes on June 1, 2001 at a rate of 13.5% per annum, payable semi-annually in arrears on June 1 and December 1, until maturity on June 1, 2006.

        During 2002, the Company re-purchased Old Notes for a value of $44,000,000 at market prices at the time, realizing a gain of $28,676,000 recorded in the consolidated statement of profit and loss under the heading "Other financial income". As of December 31, 2002, the outstanding balance of the Old Notes was $918,000,000 and the unamortized portion of deferred financing fees was $5,461,000 (2001: $7,399,000).

        The fair value of the Old Notes at December 31, 2002, which was determined from their market value, was $440,066,000.

        The Old Notes have been exchanged or repaid in 2003 (see b above).

d) 10% Senior Notes

        On November 24, 2003, MIC issued $550 million aggregate principal amount of 10% Senior Notes (the "10% Senior Notes") due on December 1, 2013. The 10% Senior Notes bear interest at 10% per annum, payable semi-annually in arrears on June 1 and December 1, beginning on June 1, 2004. Interest has been accrued from November 24, 2003 at an effective interest rate of 10.7%.

        The 10% Senior Notes are general unsecured obligations of MIC and rank equal in right of payment with all future unsecured and unsubordinated obligations of MIC. The 10% Senior Notes are not guaranteed by any of MIC's subsidiaries or affiliates, and as a result are structurally subordinated in right of payment to all indebtedness of such subsidiaries and affiliates.

F-39


        Other than out of the proceeds of certain public equity offerings prior to December 1, 2006, or for certain tax reasons, MIC may not redeem the 10% Senior Notes prior to December 1, 2008. On or after December 1, 2008, MIC may redeem all or a portion of the 10% Senior Notes at prices ranging from 105% to 100%.

        If MIC experience a Change of Control Triggering Event, defined as a rating decline and a change in control, each holder will have the right to require MIC to repurchase its notes at 101% of their principal amount plus accrued and unpaid interest and all other amounts due, if any.

        The indenture contains certain covenants that, among other things, limit MIC's ability to incur additional indebtedness, make certain payments, including dividends or other distributions, with respect to MIC's share capital and the share capital of MIC's subsidiaries, make certain investments, prepay subordinated debt, create certain liens, engage in certain transactions with affiliates, engage in certain asset sales, consolidate, merge or transfer all or substantially all MIC's assets and enter into other lines of business. Certain of these covenants will no longer apply if the 10% Senior Notes are rated above a certain level by the rating agencies or if MIC meets certain financial criteria after three years following their issuance date.

        As of December 31, 2003, the carrying amount of the 10% Senior Notes is $536,036,000.

e) 2% PIK Notes—debt component

        The 2% PIK Notes mature on June 1, 2006. The 2% PIK Notes bear interest at a rate of 2%, payable at the option of MIC, in either additional 2% PIK Notes or in cash, semi-annually in arrears on June 1 and December 1. The difference between the initial carrying amount of the debt component of the 2% PIK Notes and its nominal amount accretes at an effective interest rate of 11%.

        The 2% PIK Notes are convertible at any time, at the option of the holder, into MIC common stock at a conversion price of $2.69 (price after stock split) per share of common stock. At the maturity of the 2% PIK Notes, MIC may, at its option, pay all or a portion of the then outstanding principal amount in cash or in shares of its common stock. MIC may redeem the 2% PIK Notes at any time, in whole or in part, prior to June 1, 2004, at a price equal to 102.25% of their principal amount, and thereafter at a price equal to their principal amount. The 2% PIK Notes are senior unsecured obligations and rank senior in right of payment to all MIC's subordinated indebtedness. The 2% PIK Notes are unconditionally and irrevocably guaranteed by Millicom International Operations B.V.

        As of December 31, 2003, the debt component of the 2% PIK Notes amounted to $50,923,000.

f) 5% Mandatory Exchangeable Notes

        On August 7, 2003, Millicom Telecommunications S.A., MIC's wholly-owned subsidiary, issued for an aggregate value of SEK 2,555,994,000 (approximately $310 million) Mandatory Exchangeable Notes (the "5% Mandatory Exchangeable Notes"), which are exchangeable into Tele2 AB series B shares. The 5% Mandatory Exchangeable Notes may be exchanged either voluntarily at the option of the noteholders or mandatorily by Millicom Telecommunications S.A. as described below. The 5% Mandatory Exchangeable Notes will be exchangeable for an aggregate of up to 8,968,400 Tele2 AB series B shares (Note 8) which MIC beneficially owned through Millicom Telecommunications S.A. The number of Tele2 shares that Millicom Telecommunications S.A. is obligated to deliver is based on a formula that takes into account the market price of the Tele2 shares prior to any exchange. Under the formula, Millicom Telecommunications S.A. could retain up to 30% of the increase in value of the Tele2 shares over the designated reference price of SEK 285 per share. As a result, at August 6, 2006 or earlier if all of the 5% Mandatory Exchangeable Notes have been redeemed and exchanged prior to that date, Millicom Telecommunications S.A. could own up to approximately 23% of the 8,968,400 Tele2 AB series B shares underlying the 5% Mandatory Exchangeable Notes.

F-40


        The 5% Mandatory Exchangeable Notes may be exchanged voluntarily at the option of the noteholders at any time during the period commencing on September 17, 2003 and ending on the 25th trading day prior to August 7, 2006, which is expected to be July 11, 2006. In addition, the 5% Mandatory Exchangeable Notes may be exchanged voluntarily at the option of the holder in the event of certain changes in tax laws and in the event of a takeover offer in respect of Tele2 AB. Dividends, if any, paid by Tele2 AB would be attributed to the 5% Mandatory Exchangeable Notes holders.

        Unless otherwise previously redeemed and exchanged or purchased and cancelled, each 5% Mandatory Exchangeable Note will be mandatorily exchanged by Millicom Telecommunications S.A. on August 7, 2006.

        The 5% Mandatory Exchangeable Notes bear interest on the U.S. dollar equivalent amount of each note at a rate of 5% per annum payable semi-annually on February 7 and August 7 of each year. The effective interest rate is 8.45%. As of December 31, 2003 the carrying amount of the 5% Mandatory Exchangeable Notes net of unamortized financing fees was $327,635,000. In 2003, an exchange loss of $41,820,000 was recognized on the 5% Mandatory Exchangeable Notes.

        As part of the financing, MIC purchased U.S. treasury strips with a nominal value of $46,470,000 which will be used to settle the interest payments (Note 9).

        The 5% Mandatory Exchangeable Notes include an embedded derivative, which is valued separately. The embedded derivative, which reflects MIC's limited right to participate in the increase in value of the Tele2 shares, is recorded at fair value, taking into account time and volatility factors. As of December 31, 2003, the fair value of the embedded derivative amounted to $103,457,000, with the variation for the period from August 7, 2003 to December 31, 2003 amounting to $84,578,000 recorded under the caption "Fair value result on financial instruments".

g) Other debt and financing

        MIC's share of total other debt and financing analyzed by country is as follows:

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Bolivia(i)   35,487   46,660  
Colombia(ii)   —   78,819  
El Salvador(iii)   75,714   —  
Guatemala(iv)   21,945   28,817  
Pakistan(v,vi)   45,745   45,373  
Paraguay   9,963   8,517  
Senegal   17,585   8,078  
Sri Lanka(vii)   16,548   23,325  
Tanzania(viii)   7,819   2,565  
Vietnam   12,468   6,493  
Other   15,180   17,212  
less: pledged deposits   —   (4,841 )
   
 
 
Total   258,454   261,018  
Corporate   360   55,018  
   
 
 
Total other debt and financing   258,814   316,036  
   
 
 
Of which:          
  due after more than 1 year   126,150   159,370  
  due within 1 year   132,664   156,666  
   
 
 
    258,814   316,036  
   
 
 

F-41

        In December 2001, the Group entered into an equity swap transaction with Toronto-Dominion Bank for a maximum facility amount of SEK 1,855 million ($175 million as of December 31, 2001). In exchange for the facility, the Group pledged Tele2 AB series B shares. The number of shares pledged was adjusted on a monthly basis based on the market value of these Tele2 shares. The facility's interest rate was calculated using the STIBOR one-month rate plus 2%, payable on a monthly basis, with a final maturity in November 2004. As of December 31, 2002 $54,638,000 was outstanding under this facility collateralized by 6,184,293 Tele2 AB series B shares. This transaction was accounted for as a borrowing and the related Tele2 AB series B shares were recorded as pledged securities under the caption "Investment in Tele2 AB shares" in non-current asset. In 2003, the outstanding amount due under this agreement was fully repaid (see b).

        As of December 31, 2003, MIC was in breach of loan covenants for a total debt of $28,765,000 (2002: $22,459,000), which is classified as current debt on the balance sheet. None of the above facilities have been called by the banks concerned. In the opinion of management, the outcome of discussions to resolve these breaches will not materially impact the ability of the companies concerned to maintain adequate funding arrangements to support and develop future operations.

        Significant individual financing facilities are described below (amounts disclosed exclude effect of proportional consolidation):

    i) Bolivia

            In June 2001, Telefonica Celular de Bolivia SA ("Telecel Bolivia") signed an agreement for additional financing in the amount of $25,000,000 with the International Finance Corporation (IFC) and $10,000,000 with the Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden, N.V. (FMO), also known as the Netherlands Development Finance Company. This financing bears interest at LIBOR plus 3.00% and is repayable in installments starting in December 2002 and until December 2006. In addition, in November 2001, Telecel Bolivia signed an agreement with Bayerische Landesbank Girozentrale ("BLG") for an aggregate amount of $10,361,228. This financing bears interest at LIBOR plus 0.90%. Among other things, the financing requires the company to maintain certain financial covenants such as a debt ratio, long-term debt service coverage, and debt-to-equity ratio. As of December 31, 2003, the company was in breach of certain covenants on the IFC, FMO and BLG loans and the outstanding balances had been reclassified as current financing. MIC is currently reviewing the terms of these loans with the lenders who have agreed to amend certain covenants. As of December 31, 2003, $28,765,000 was drawn down related to these financings. These financings have helped to fund the expansion and further digitalization of the Group's mobile cellular telecommunications network in Bolivia. These financings are guaranteed by MIC.

    ii) Colombia

            MIC arranged financing during 1994 for Celcaribe S.A., its former operation in Colombia. This financing consisted of units in a high yield note trust certificate ($82,504,129) and Celcaribe ordinary share trust certificates ($26,264,876) and secured bank financing ($11,400,000). As of December 31, 2002 the amount outstanding under the high yield note trust certificate was $67,700,000. In 2002 Celcaribe S.A. repurchased these high yield note trust certificates at market price, realizing a gain of $13,571,000 (2001: $8,075,000) recorded in "Other financial income".

    iii) El Salvador

            In connection with the acquisition by Telemovil El Salvador of 30% of its own shares a debt of $51,517,000 is outstanding as of December 31, 2003 (see Note 3a iv). This debt is guaranteed by MIC.

F-42

    iv) Guatemala

            In connection with the purchase of GSM equipment, MIC's operation in Guatemala entered into a facility agreement in September 2003 with a syndicate of banks led by Banco G&T Continental. The facility agreement provides for an amortizing seven-year term loan facility in an aggregate principal amount of Quetzal 400,000,000 (approximately $50 million). Amortization payments are payable semi-annually in the fixed amount of Quetzal 33,333,000 each and are scheduled to begin in March 2005. Interest is payable at a fixed annual rate of 8.0% for the first year of the loan and is subject to semi-annual adjustment thereafter. As of December 31, 2003, $39,900,000 of this facility was outstanding.

    v) Pakcom

            In 2003, Pakcom entered into a long-term financing agreement with National Bank of Pakistan for an amount of PKR 1,250,000,000 ($21,834,000) bearing interest at 4.1% repayable in 2007. In November 2002, Pakcom signed a syndicated finance agreement for PKR 800 million (approximately $13,700,000). For this agreement Faysal Bank Limited acted as security agent and Standard Chartered Bank acted as facility agent bearing interest rate at the State Bank of Pakistan discount rate plus 1.75%, with a floor rate of 11.75%. As of December 31, 2003, this facility was fully reimbursed.

    vi) Paktel SPV

            During 2003 Paktel entered into a Sale and Purchase Agreement of its existing and future receivables with SPV Limited, a special purpose vehicle incorporated in Pakistan. The total receivables sold amount to PKR 1,308 million ($22.9 million) and their acquisition price amounts to PKR 990 million ($17.3 million). SPV Limited has financed this acquisition by the issuance of Term Finance Certificates ("TFC") that have been underwritten by financial institutions for an aggregate amount of PKR 840 million ($14.7 million) and by Pakcom for an amount of PKR 150 million ($2.6 million). As MIC bears the risks associated to this financing transaction MIC has consolidated SPV Limited in its financial statements.

            As of December 31, 2003, the outstanding amount of TFC was $15.6 million.

    vii) Sri Lanka

            In September 2000, ABN-Amro arranged a seven-and-a-half-year syndicated loan of LKR 1,534,000,000 ($20,000,000) for Celltel Lanka Limited, MIC's 99.9% owned operation in Sri Lanka. This financing bears interest at 3% over the weighted average Treasury Bill Rate and is repayable over 13 quarterly instalments commencing in September 2001. As of December 31, 2003, $8,520,000 was outstanding.

    viii) Tanzania

        In June 2003, MIC Tanzania entered into a syndicated term loan facility agreement with Standard Chartered Bank Tanzania Limited as arranger, pursuant to which MIC Tanzania borrowed an aggregate of $15,000,000 ($6,000,000 in U.S. dollars and $9,000,000 in Tanzania Shillings). This facility bears interest for the advances in U.S. dollars at LIBOR plus 4.50% and for the advances in Tanzanian Shillings at the Treasury Bill Rate plus 4.50%, with a minimum applicable interest rate of 12% per annum. As of December 31, 2003, $13,173,000 of this facility was outstanding.

F-43

h) Fair value of financial liabilities

        The fair value of the financial liabilities disclosed above has not been determined due to constraints of timeliness and costs. However all relevant information about the principal characteristics of these liabilities that are pertinent to their respective fair value have been disclosed individually.

i) Analysis of borrowings by maturity

        The total amount repayable at December 31, 2003 and 2002 is as follows:

 
   Corporate
2003
   Operations
2003
   Total
2003
   Corporate
2002
   Operations
2002
   Total
2002
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Due within:                          
  1 year   360   132,304   132,664   —   156,666   156,666  
  1 - 2 years   —   51,622   51,622   57,536   65,435   122,971  
  2 - 3 years   418,129   35,889   454,018   380   19,768   20,148  
  3 - 4 years   —   13,964   13,964   918,000   10,666   928,666  
  4 - 5 years   —   1,601   1,601   —   6,676   6,676  
Due after 5 years   550,000   23,074   573,074   —   1,807   1,807  
   
 
 
 
 
 
 
Total repayable   968,489   258,454   1,226,943   975,916   261,018   1,236,934  
   
 
 
 
 
 
 
Unamortized difference between carrying amount and nominal amount   (53,535 ) —   (53,535 ) (8,359 ) —   (8,359 )
   
 
 
 
 
 
 
Total debt, net   914,954   258,454   1,173,408   967,557   261,018   1,228,575  
   
 
 
 
 
 
 
Of which subordinated(i)   —   —   —   918,000   67,700   985,700  
   
 
 
 
 
 
 
(i)
See c) and g) ii) above.

19.  OTHER CURRENT LIABILITIES

        Other current liabilities are comprised as follows:

 
   2003
   2002
 
   US$ '000

   US$ '000
Taxes payable   47,280   25,530
Deferred revenue   31,915   19,569
Subscriber deposits   5,265   6,463
Other current liabilities   28,244   23,436
   
 
    112,704   74,998
   
 

F-44

20.  ANALYSIS OF GROUP REVENUES AND COST OF REVENUES, SEGMENTAL REPORTING

        The Group mainly operates in one reportable industry segment, telecommunications services. The Group's revenues comprise the following:

 
   2003
   2002
   2001
 
   US$ '000

   US$ '000

   US$ '000
Provision of telecom services   621,728   581,321   600,315
Connection revenues   10,212   7,982   9,567
Equipment revenues   15,164   15,883   34,688
   
 
 
Total revenues   647,104   605,186   644,570
   
 
 

        The Group's cost of sales comprise the following:

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Costs from the provision of telecom services   (229,169 ) (227,154 ) (220,850 )
Connection costs   (5,680 ) (5,600 ) (6,019 )
Equipment costs   (23,153 ) (26,776 ) (47,722 )
   
 
 
 
Total cost of sales   (258,002 ) (259,530 ) (274,591 )
   
 
 
 

        The segmental reporting by strategic operating entity is prepared on a geographical basis and reflects the measures of segmental profit and loss and financial position reviewed by management. The strategic segments are defined in Notes 1 and 3. As mentioned in Note 3, MIC reclassified in 2003 its interest in Mauritius from the segment MIC Asia to the segment MIC Africa. The segmental information for 2002 and 2001 is restated below accordingly.

        Other than financing arrangements, there are no significant transactions between the segments. For the purposes of this presentation, corporate expenses are recorded in Unallocated.

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
MIC Asia              
Revenues   280,956   223,740   201,744  
  of which divested   —   1,113   5,878  
Depreciation and amortization   (64,762 ) (50,770 ) (47,624 )
  of which divested   —   (4,812 ) (3,870 )
Operating profit   91,162   70,536   52,777  
  of which divested   —   (5,601 ) (4,048 )
Non-cash (expenses) income   (409 ) 199   (1,559 )
  of which divested   —   199   (1,380 )
Profit before minority interest   68,768   45,640   25,868  
  of which divested   —   (13,318 ) (11,450 )
Assets   273,605   273,611      
  of which divested   —   —      
Capital expenditure   57,757   39,991      
  of which divested   —   4      
Liabilities   (228,436 ) (188,233 )    
  of which divested   —   —      

F-45

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
MIC Latin America              
Revenues   270,664   277,554   315,321  
  Of which divested   5,926   50,506   45,889  
Depreciation and amortization   (47,004 ) (57,656 ) (70,577 )
  Of which divested   (2,058 ) (16,441 ) (16,989 )
Operating profit (loss)   84,890   (10,867 ) 63,424  
  Of which divested   (256 ) (35,294 ) (2,178 )
Profit from associates   380   62   —  
Non-cash income (expenses)   3,827   (84,563 ) (1,422 )
Profit (loss) before minority interest   60,354   (1,648 ) 9,897  
  Of which divested   (2,218 ) (40,498 ) (18,239 )
Assets   410,483   451,997      
  Of which divested   —   110,711      
Capital expenditure   22,057   33,379      
  Of which divested   —   2,555      
Liabilities   (281,783 ) (205,192 )    
  Of which divested   —   (7,919 )    
                
 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
MIC Africa              
Revenues   84,858   62,011   53,214  
Depreciation and amortization   (13,855 ) (10,129 ) (9,936 )
  of which divested   —   (20 ) (15 )
Operating profit   17,006   2,172   3,266  
  of which divested   —   (392 ) (311 )
Non-cash expenses   (4,239 ) (745 ) (15 )
Profit (loss) before minority interest   6,600   (5,351 ) (5,243 )
  of which divested   —   (500 ) (378 )
Assets   119,630   102,972      
Capital expenditure   24,002   16,248      
  of which divested   —   12      
Liabilities   (123,386 ) (110,257 )    
                

F-46

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Other              
Revenues   10,626   15,671   11,945  
  of which divested   250   3,620   3,511  
Depreciation and amortization   (2,516 ) (8,088 ) (5,707 )
  of which divested   (29 ) (1,169 ) (2,671 )
Operating loss   (3,622 ) (18,366 ) (11,124 )
  of which divested   158   (11,992 ) (8,024 )
Non-cash expenses   (3,184 ) (12,545 ) (20,108 )
  of which divested   —   (6,833 ) (20,074 )
Loss before minority interest   (3,699 ) (24,483 ) (16,634 )
  of which divested   95   (14,489 ) (12,031 )
Assets   9,648   15,604      
  of which divested   —   1,217      
Capital expenditure   12   7,217      
  of which divested   —   1,743      
Liabilities   (11,085 ) (14,485 )    
  of which divested   —   (1,487 )    
                
 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
MIC Systems (divested in 2002)              
Revenues   —   28,186   26,300  
Depreciation and amortization   —   (6,814 ) (4,588 )
Operating profit   —   7,275   5,864  
Non-cash expenses   —   (53 ) (211 )
Profit before minority interest   —   3,892   3,124  
Capital expenditure   —   774   —  
                
 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
FORA Telecom (divested 2001)              
Revenues   —   —   37,716  
Depreciation and amortization   —   —   (8,126 )
Operating profit   —   —   1,061  
Non-cash expenses   —   —   (408 )
Loss before minority interest   —   —   (9,844 )

F-47


 
 
2003
 
2002
 
2001
 
 
   US$ '000

   US$ '000

   US$ '000

  
Unallocated items              
Revenues   —   41   15  
Depreciation and amortization   (432 ) (5,861 ) (7,633 )
Operating (loss) profit   (26,921 ) 71,563   (22,482 )
  of which divested   —   (1,410 ) (440 )
Loss from associates   —   —   (3,112 )
Non-cash (expenses) income   (1,854 ) (464 ) 655  
Profit (loss) before minority interest   61,495   (380,699 ) (144,417 )(i)
  of which divested   —   (6,914 ) (1,009 )
Assets   3,608,671   1,857,632      
  of which divested   —   —      
Capital expenditure   —   165      
Liabilities   (2,350,741 ) (2,365,170 )    
  of which divested   —   —      
(i)
In 2003, MIC changed its accounting policy regarding the treatment of available-for-sale securities. Had MIC applied the same accounting principle in prior years the adjusted amount for 2001 would have been $(205,742,000). The amount for 2002 would be unchanged (Note 2).

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
INTER-SEGMENT ELIMINATIONS              
Revenues   —   (2,017 ) (1,685 )
Assets   (2,899,088 ) (1,498,697 )    
Liabilities   1,413,873   1,408,692      

 
 
2003
 
2002
 
2001
 
 
   US$ '000

   US$ '000

   US$ '000

  
TOTAL              
Revenues   647,104   605,186   644,570  
  Of which divested   6,176   83,425   119,294  
Depreciation and amortization   (128,569 ) (139,318 ) (154,191 )
  Of which divested   (2,087 ) (29,256 ) (36,259 )
Operating profit   162,515   122,313   92,786  
  Of which divested   (98 ) (47,414 ) (8,076 )
Profit (loss) from associates   380   62   (3,112 )
Non-cash expenses   (5,859 ) (98,171 ) (23,068 )
  of which divested   —   (6,687 ) (22,073 )
Profit (loss) before minority interest   193,518   (362,649 ) (137,249 )
  of which divested   (2,123 ) (71,827 ) (49,827 )
Assets   1,522,949   1,203,119      
  of which divested   —   111,928      
Capital expenditure   103,828   97,774      
  of which divested   —   5,088      
Liabilities   (1,581,558 ) (1,474,645 )    
  of which divested   —   (9,406 )    

        Non-cash expenses other than depreciation and amortization comprise write-downs of assets disclosed in Note 22.

F-48


21.   PERSONNEL CHARGES

        The following personnel charges are included in sales and marketing expenses, general and administrative expenses and other operating expenses:

 
   2003
   2002
   2001
 
   US$ '000

   US$ '000

   US$ '000
Wages and salaries            
  Sales and marketing   6,784   8,761   12,073
  General and administrative   19,320   23,961   30,756
  Other operating expenses   5,285   10,609   10,625
   
 
 
    31,389   43,331   53,454
   
 
 

Social security
 
 
 
 
 
 
  Sales and marketing   499   948   1,468
  General and administrative   2,168   3,809   4,603
  Other operating expenses   120   111   264
   
 
 
    2,787   4,868   6,335
   
 
 
   
 
 
    34,176   48,199   59,789
   
 
 

        The average number of permanent employees on a proportional basis during 2003 was 1,917 (2002: 2,080; 2001: 3,032). Directors received payments of $296,000 (2002: $1,711,000; 2001: $1,840,000) in respect of their services to the Group. The Group does not have any material pension or post retirement plan arrangements.

        Stock-based compensation offered to officers and employees are disclosed in Note 17.

22.   DISPOSAL AND WRITE-DOWN OF ASSETS, NET

a) Write-down of assets, net

 
   2003
  
 
   Goodwill (i)
   Licenses (ii)
   Equipment (iii)
   Other
   Total
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
MIC Asia   —   —   —   409   409  
MIC Latin America   —   —   (1,579 ) (2,248 ) (3,827 )
MIC Africa   —   —   4,097   142   4,239  
Unallocated   —   —   —   1,854   1,854  
Other   —   3,073   —   111   3,184  
   
 
 
 
 
 
    —   3,073   2,518   268   5,859  
   
 
 
 
 
 
(i)
Recorded under the caption "Other operating expenses"

(ii)
Recorded under the caption "General and administrative expenses"

(iii)
Recorded under the caption "Cost of sales"

        During 2003, MIC entered into discussions concerning the sale of its high-speed wireless data operation in Peru. Following these discussions, MIC has recognized an impairment charge of $3,073,000 in the carrying value of the license in Peru (Note 5).

F-49


        Due to revised anticipated lower revenues from non-digital equipment, MIC recognized an impairment loss of $4,097,000 over certain network equipment in MIC Africa in 2003. In addition MIC reversed an impairment loss in MIC Latin America for an amount of $1,579,000.

 
   2002
  
 
   Goodwill (i)
   Licenses (ii)
   Equipment (iii)
   Other
   Total
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
MIC Asia   —   —   —   (199 ) (199 )
MIC Latin America   35,723   41,733   —   7,107   84,563  
MIC Africa   —   —   —   745   745  
MIC Systems   —   —   —   53   53  
Unallocated   —   —   —   464   464  
Other   585   4,945   6,833   182   12,545  
   
 
 
 
 
 
    36,308   46,678   6,833   8,352   98,171  
   
 
 
 
 
 
(i)
Recorded under the caption "Other operating expenses"

(ii)
Recorded under the caption "General and administrative expenses"

(iii)
Recorded under the caption "Cost of sales"

        During 2002, MIC entered into discussions concerning the sale of Celcaribe, its cellular operation in Colombia. Following the signing of a sale and purchase agreement in December 2002, management recognized an impairment loss corresponding to the difference between the recoverable amount and the carrying value of its intangibles in Celcaribe. Other impairments have also been identified and recorded as disclosed in the table above by reporting segment.

 
   2001
  
 
   Goodwill (i)
   Licenses (ii)
   Other
   Total
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
MIC Asia   1,030   350   179   1,559  
FORA Telecom   622   146   (360 ) 408  
MIC Latin America   —   —   1,422   1,422  
MIC Africa   —   —   15   15  
MIC Systems   —   —   211   211  
Unallocated   —   —   (655 ) (655 )
Other   —   20,074   34   20,108  
   
 
 
 
 
    1,652   20,570   846   23,068  
   
 
 
 
 
(i)
Recorded under the caption "Other operating expenses"

(ii)
Recorded under the caption "General and administrative expenses"

        During 2001, management identified an impairment of its license to operate high-speed wireless data services in the UK due to initial market conditions that have delayed profitable asset deployment. Therefore, an impairment loss was measured as the difference between the recoverable amount, determined by reference to discounted cash flows and the carrying value of the license at the measurement date, resulting in a write-down of $20,074,000. Other impairments have also been identified and recorded as disclosed in the table above by reporting segment.

F-50


b) Gain (loss) from sale of subsidiaries and joint ventures, net

    2003

        In February 2003, MIC completed the sale of Celcaribe, its cellular operation in Colombia, realizing total proceeds of $10,932,000 and a net gain of $3,305,000.

        Following the sale of a number of operations in 2002 and based on certain contractual provisions the Group recorded a net decrease in sales prices of $1,092,000.

    2002

        Following the sale of the Company's interest in FORA Telecom BV in 2001 and after subsequently obtaining in 2002 certain GSM licenses, MIC received additional proceeds of $30 million in cash. In addition, certain loans for which MIC was liable were settled at less than their carrying value. The gain realized in obtaining the licenses and settling the loans, net of costs incurred was $30,859,000 in 2002.

        In July 2002, MIC's minority shareholder in its cellular operation in Vietnam exercised his option to purchase 10% of the share capital of that operation. MIC recognized a gain of $16,603,000 in 2002 (Note 10).

        In September 2002, MIC sold its interest in its cellular operation in the Democratic Republic of Congo recognizing a loss of $21,000.

        In September 2002, the Group sold its 100% interest in Liberty Broadband Ltd. recognizing a loss of $10,294,000.

        In May 2002, MIC sold 17% of its interest in MIC Systems BV, the direct parent company of MACH SA, for $17,000,000 to Kinnevik BV. Further, in November 2002, MIC Systems BV sold its 100% interest in Mach SA for a sum of Euro 95 million, approximately $97,000,000. These two transactions resulted in the recognition of a gain of $87,655,000 for the Group.

        In December 2002, the Group completed the sale of its cellular operation in the Philippines for a nominal sum, recognizing a loss of $35,988,000.

    2001

        In September 2001, the Company sold its 24.5% investment in SkyCell Communications Limited, the Indian cellular company operating in Chennai (formerly known as Madras), to Bharti Tele-Ventures Limited. The sale resulted in a $28,354,000 gain on the disposal.

        In November 2001, MIC sold 100% of its interest in FORA Telecom BV, its Russian Cellular telephone operations, to Tele2 AB for a consideration of $80 million of Tele2 AB series "B' shares, (corresponding to 2,461,449 Tele2 AB series "B' shares), plus a maximum of $30 million in cash or additional Tele2 AB series "B' shares, depending on the outcome of GSM license applications for three of MIC's cellular telephone operations in Russia. Upon execution of the sale agreement, MIC agreed to assign deposits held for loans by Banque Invik and to waive all intercompany balances between the segment and the Group. The disposal resulted in a $6,693,000 non-cash gain recognized in 2001.

c) Disclosure on discontinuing operations

        In May 2002 the Group publicly announced its intention to sell the MIC Systems group of companies. These operations were sold on November 15, 2002 and are reported in these financial

F-51


statements as a discontinuing operation. The sales, results, cash flows and net assets of the MIC Systems operations were as follows:

 
   From January 01,
2002 to
November 15,
2002
   Year ended
December 31,
2001
  
 
   US$ '000

   US$ '000

  
Sales   27,723   25,921  
Operating costs   (20,911 ) (20,423 )
   
 
 
Profit from operations   6,812   5,498  
Finance cost   (1,969 ) (1,521 )
   
 
 
Profit before tax   4,843   3,977  
Tax   (1,414 ) (1,219 )
   
 
 
Profit after tax   3,429   2,758  
   
 
 

Operating cash flows
 
(1,088
)
6,181
 
Investing cash flows   4,499   (5,361 )
Financing cash flows   (281 ) (4 )
   
 
 
Total cash flows   3,130   816  
   
 
 
 
   At November 15
2002
   At December 31,
2001
  
 
   US$ '000

   US$ '000

  
           
Property, plant and equipment   2,293   2,297  
Other non-current assets   6,255   5,477  
Current assets   26,167   11,309  
   
 
 

Total assets
 
34,715
 
19,083
 
Total liabilities   (8,099 ) (6,748 )
   
 
 

Net assets
 
26,616
 
12,335
 
   
 
 

The gain on disposal was determined as follows:
 
 
 
 
 
Net assets sold   26,616      
Proceeds from sale   114,271      
   
     
Gain on disposal   87,655      
Tax thereon   —      
   
     

After-tax gain on disposal
 
87,655
 
 
 
   
     

The net cash inflow on sale is determined as follows:
 
 
 
 
 
Proceeds from sale   114,271      
Less: cash and cash equivalents in subsidiary sold   (4,125 )    
   
     
Net cash inflow on sale   110,146      
   
     

F-52

23.  TAXES

        Group taxes are comprised of income taxes of subsidiaries and joint ventures. As a Luxembourg commercial company, the Company is subject to all taxes applicable to a Luxembourg Société Anonyme. Due to losses incurred and brought forward, no taxes based on Luxembourg-only income have been computed for 2003, 2002 or 2001.

        The effective tax burden on profitable operations is approximately 27% (2002: 25%, 2001: 19%). Currently profitable operations are in jurisdictions with tax rates of 15% to 41% (2002: 13% to 35%, 2001: 8% to 40%). The utilization of tax loss carryforwards or holidays had an impact of decreasing the effective tax rate on profitable operations by approximately 1% in 2003 (2002: 1%, 2001: 1%). The operations currently incurring losses operate in tax jurisdictions with rates ranging from 25% to 27% (2002: 25% to 35%, 2001: 25% to 35%).

        A reconciliation between the weighted average statutory rate and the effective weighted average tax rate applicable to profitable operations is as follows:

 
   2003
   2002
   2001
  
 
   %

   %

   %

  
Weighted average statutory rate   28   26   22  
Investment incentive program (Paraguay)   —   —   (2 )
Utilization of tax loss carry forwards   (1 ) (1 ) (1 )
   
 
 
 
Weighted average effective rate   27   25   19  
   
 
 
 

        The charge for income taxes is shown in the following table and recognizes that revenue and expense items may affect the financial statements and tax returns in different periods (temporary differences):

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Current income tax charge   38,369   21,143   25,577  
Deferred income tax charge (income)   14,000   1,591   (17,360 )
   
 
 
 
Charge for taxes   52,369   22,734   8,217  
   
 
 
 

F-53

        The tax effects of significant items comprising the Group's net deferred income tax liability as of December 31, 2003 and 2002 are as follows:

 
   2003
   2002
  
 
   US$ '000

   US$ '000

  
Deferred income tax liabilities:          
  Differences between book and tax basis of assets and liabilities   (37,630 ) (26,874 )
   
 
 
Deferred income tax assets:          
  Tax credit carryforwards   2,734   2,734  
  Other temporary differences   926   3,510  
  Provision for doubtful debtors   424   2,226  
  Net operating and other loss carryforwards   1,142   —  
   
 
 
Net deferred income tax assets   5,226   8,470  
   
 
 
Net deferred income tax liability   (32,404 ) (18,404 )
   
 
 
Amount included in balance sheet as non-current deferred tax liability   (33,944 ) (26,874 )
   
 
 
Amount included in balance sheet as non-current deferred tax asset   5,226   8,470  
   
 
 

        Deferred income tax liabilities reflect temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income tax assets are comprised of tax credit carryforwards and operating losses in joint ventures and subsidiaries.

        The Company has not recorded deferred income tax liabilities applicable to undistributed earnings of foreign joint ventures and subsidiaries that will be reinvested in foreign operations. Undistributed earnings amounted to $338,052,000 at December 31, 2003 (2002: $279,883,000, 2001: $325,264,000).

        Net operating and other loss carryforwards amounting to $10,849,000 (2002: $189,080,000, 2001: $108,069,000) are present in the Group. These have expiry periods depending on their jurisdiction of greater than one year. $2,479,000 (2002: $177,271,000, 2001: $107,394,000) of these net operating and other loss carryforwards are not anticipated to be used within expiry periods.

        In October 2001, the Company determined that the Tax Liabilities, as defined by the Merger Agreement, amounted to $7,023,000. At the time of the Merger, the Group recorded a provision of $13,544,000 as a deferred tax liability for the Tax Liabilities, resulting in a difference of $6,521,000 that was settled by the final issuance of 374,521 shares and a realized gain of $3,521,000 (Note 17) corresponding to the difference between the issuance price and the share price as of the date of the transaction. This gain is recorded under the caption "Other financial income" in the statement of profit and loss.

        Concurrently, the Group reversed a deferred tax provision of $12,274,000. Such amount has been recorded as a deduction to the tax provision for the year ended December 31, 2001 as a deferred tax income.

F-54


24.  CASH FLOW FROM OPERATING ACTIVITIES

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Profit (loss) after taxes for the year   178,823   (385,143 ) (138,053 )
Adjustments for non-cash items:              
  Depreciation and amortization   128,569   139,318   154,191  
  Interest accretion on borrowings (effective rate)   9,727   1,938   50,685  
  Write-down of assets   5,859   78,167   23,998  
  Gain on exchange and disposal of assets   (2,213 ) (88,814 ) (35,047 )
  (Gain) loss and valuation movement on investment securities   (246,760 ) 299,963   15,931  
  Fair value result on financial instruments   84,578   7,858   9,914  
  (Profit) loss from operations in associated companies   (380 ) (62 ) 3,112  
  Exchange loss on 5% Mandatory Exchangeable Notes   41,820   —   —  
  Increase in the provision for doubtful receivables   5,794   2,558   9,531  
  Minority interest   14,695   22,494   804  
  Other non-cash gain   (533 ) —   —  
  Other financial income   (96,748 ) (42,247 ) (11,596 )
Adjustment to reconcile working capital:              
  Decrease/(increase) in trade debtors, prepaid and other current assets   16,463   5,790   (34,701 )
  (Increase) decrease in inventories   (1,387 ) 5,386   3,277  
  (Decrease) increase in trade and other payables   1,039   31,230   58,347  
  Increase (decrease) in accrued interest   2,828   (8,841 ) 2,435  
  Increase (decrease) in accrued taxation   27,720   2,986   (8,859 )
Reclassification to financing activities              
  Early redemption penalties on debt restructuring   14,466   —   —  
   
 
 
 
Net cash provided by operating activities   184,360   72,581   103,969  
   
 
 
 

        Interest paid during the year amounted to $135,346,000 (2002: $197,297,000, 2001: $208,029,000). Taxes paid amounted to $20,305,000 (2002: $21,582,000, 2001: $22,671,000).

F-55


25.  ACQUISITION OF SUBSIDIARIES AND JOINT VENTURES

        The Group has, from time to time, acquired or increased its share in certain subsidiaries and joint ventures. The fair value of the assets acquired and liabilities assumed during the year were as follows:

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Property, plant and equipment   22,464   —   11,430  
Goodwill   46,101   2,268   8,091  
Intangible assets   468   —   12,851  
Current assets   29,186   390   3,742  
Amounts due in more than one year   (70,501 ) —   (1,691 )
Amounts due within one year   (11,177 ) —   (7,902 )
Minority interest   —   (658 ) (3,150 )
   
 
 
 
    16,541   2,000   23,371  
Non cash gain   (533 ) —   —  
   
 
 
 
Total purchase price paid in cash   16,008   2,000   23,371  
Less: Cash acquired   (17,028 ) —   (393 )
   
 
 
 
Cash paid (received) for acquisitions net of cash acquired   (1,020 ) 2,000   22,978  
   
 
 
 

        In 2003, MIC increased its holding in its operation in Tanzania from 57% to 59.4%. In 2002, the Company increased its ownership in Celcaribe throughout the year to arrive at an ownership percentage of 95.4% as of December 31, 2002 (Note 9). In addition, in November 2002, MIC purchased the remaining 30% interest in Millicom (Ghana) Limited. Both operations were fully consolidated at December 31, 2002 and 2001.

        In 2003, MIC regained control and started reconsolidating Telemovil its operation in El Salvador (Note 3).

F-56


26.  DISPOSAL OF SUBSIDIARIES AND JOINT VENTURES

        The Group has, from time to time, disposed of or reduced its share in certain subsidiaries and joint ventures. The impact of the change in consolidation method and the fair value of the assets disposed of and liabilities assigned during the year were as follows:

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Property, plant and equipment   33,496   11,396   36,419  
Intangible assets   51,342   26,332   9,503  
Pledged deposits   (997 ) 30,989   —  
Current assets   15,300   72,553   60,596  
Amounts due in more than one year   (33,752 ) (2,125 ) (2,526 )
Amounts due within one year   (56,240 ) (86,899 ) (38,352 )
Disposal of minority interest   —   5,594   (75 )
   
 
 
 
    9,149   57,840   65,565  
Profit on sale   2,213   57,955   35,047  
   
 
 
 
Total sale price, in cash and cash equivalents   11,362   115,795   100,612  
Add: Additional proceeds on sale of FORA less expenses incurred   —   27,547   —  
Less: Cash disposed   (2,514 ) (8,271 ) (1,803 )
         Available-for-sale securities received   —   —   (79,558 )
   
 
 
 
Cash flow on disposal net of cash   8,848   135,071   19,251  
   
 
 
 

        The results, assets and liabilities of divested operations are summarized in Note 20.

27.  NON-CASH INVESTING AND FINANCING ACTIVITIES

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Investing activities:              
  Revaluation of marketable securities   246,760   (57,813 ) (79,061 )
  Acquisition of El Salvador   51,371   —   —  
  Change in consolidation method   —   —   25,464  
  Disposal of joint ventures   —   —   (72,865 )
  Acquisition of available-for-sale securities   —   —   79,557  
Financing activities:              
  Redemption of debt   (150,350 ) (42,247 ) —  
  Issuance of capital   1,181   —   2,999  

28.  COMMITMENTS AND CONTINGENCIES

        The Company and its operations are contingently liable with respect to lawsuits and other matters that arise in the normal course of business. As of December 31, 2003, MIC's consolidated share of these matters that have not been provided totaled $32,419,000 of which $1,471,000 relate to joint ventures. Management is of the opinion that while it is impossible to ascertain the ultimate legal and financial liability with respect to these contingencies, the ultimate outcome of these contingencies is not anticipated to have a material effect on the Group's financial position and operations.

F-57


Tele2 AB series B shares

        The Tele2 AB series B shares underlying the 5% Mandatory Exchangeable Notes have been lent to Deutsche Bank AG London pursuant to a securities lending arrangement. Millicom Telecommunications S.A. is obligated to deliver Tele2 AB series B shares upon exchange of the 5% Mandatory Exchangeable Notes even in the event of a failure of Deutsche Bank AG London to redeliver to Millicom Telecommunications S.A. Tele2 AB series B shares.

MACH

        In November 2002, MIC completed the sale of Multinational Automated Clearing House S.A. ("MACH"). Following examination of the books and records of MACH subsequent to purchase, the buyers have claimed a reduction in the purchase price to reflect a claimed lower balance sheet value, as per the terms of the purchase agreement. MIC's management is currently examining this claim and does not expect there to be a significant impact on the Group's consolidated financial statements.

Debt pledges and guarantees

        Details of debt pledges and guarantees are contained in Note 18.

Operational environment

        MIC has operations in emerging markets, namely Asia, Latin America and Africa, where the regulatory, political, technological and economic environments are evolving. As a result, there are uncertainties that may affect future operations, the ability to conduct business, foreign exchange transactions and debt repayments and which may impact upon agreements with other parties. In the normal course of business, MIC is involved in discussions regarding taxation, interconnect and tariffing arrangements, which can have a significant impact on the long-term economic viability of its operations. In management's opinion, the current status and anticipated evolution of the regulatory, political, technological and economic environments as well as its business arrangements with third parties in countries in which MIC has operations will not materially negatively impact MIC's financial position or operations.

Lease commitments

    Operating Leases:

        The Group has the following annual operating lease commitments as of December 31, 2003 and 2002.

 
    
   2003
   2002
 
    
   US$ '000

   US$ '000
Operating lease commitments        
Within:   one year   310   246
Between:            
    one - two years   231   228
    two - three years   186   199
    three - four years   143   167
    four - five years   94   128
After:   five years   125   196
       
 
Total   1,089   1,164
       
 

        Operating lease expense was approximately $1,015,000 in 2003 (2002: $5,018,000, 2001: $3,466,000).

F-58


    Finance leases:

        Future minimum payments on the finance leases are as follows:

 
    
   2003
   2002
 
    
   US$ '000

   US$ '000
Finance lease repayments        
Within:   one year   137   290
Between:   one - two years   22   138
    two - three years   1   26
    three - four years   —   2
    four - five years   —   —
After:   five years   —   —
       
 
Total   160   456
       
 

        The finance leases are comprised mainly of lease agreements relating to vehicles used by the Group.

Capital commitments

        The Company and its subsidiaries and joint ventures have a fixed commitment to purchase network equipment, land and buildings and other fixed assets for a value of $39,472,000 (2002: $11,867,000) of which $10,779,000 (2002: $1,232,000) relates to joint ventures, from a number of suppliers within one year.

        As part of the 2000, 2002 and 2003 amendments (Note 3) Comvik International (Vietnam) AB still needs to disburse approximately $28.4 million before the end of the revenue sharing agreement in 2005.

Dividends

        The ability of the Company to make dividend payments is subject to, among other things, the terms of the indebtedness, local legal restrictions and the ability to repatriate funds from MIC's various joint ventures.

29.  RELATED PARTY TRANSACTIONS

    Kinnevik

        The Company's principal shareholder is Industriförvaltnings AB Kinnevik ("Kinnevik"). Kinnevik is a Swedish holding company with interests in the telecommunications, media, publishing and paper industries. As of December 31, 2003, Kinnevik owned approximately 35.2% of MIC.

        On December 31, 1995 MIC acquired 17.7% of MACH from Kinnevik. The consideration, which was to have a minimum present value of $5,000,000 at December 31, 1995, consisted of (i) an initial payment of $1,000,000 plus interest, at the ruling market rate, for the month of January 1996, (ii) seven additional payments for each of the financial years 1996 to 2002, calculated as 17.7% of MACH's pre-tax profit for the relevant year and payable in April of the following year, and (iii) a final payment payable in April 2003, calculated as the higher of (a) the sum of the seven additional payments multiplied by a factor of 1.3 minus the initial payment or (b) the amount required to make the present value of all payments at December 31, 1995 equal to $5,000,000. The final payment was made in common stock of MIC. In 2002 an amount of $3,958,000 (2001: $7,042,000) due to Kinnevik was included in the balance sheet under the heading "Amounts due to shareholders". In addition, as of December 31, 2002, MIC owed $63,000 for additional charges. The balance was settled in 2003.

F-59


        In May 2002, MIC sold a 17% interest in MIC Systems BV, the parent company of MACH to Kinnevik BV for $17,000,000.

        During 2002, Kinnevik purchased MIC 13.5% Notes (note 17) on the open market with a face value of $44,000,000. MIC then exchanged these for $1,500,000 cash and 672,016 Tele2 AB series B shares at market prices.

        During the course of 2002, MIC sold an additional 6,177,369 Tele2 AB series B shares at market prices to Kinnevik for a value of $104,295,000.

        As of December 31, 2003 Kinnevik holds an aggregate of $13,205,000 in principal amount of the 2% Notes, which are convertible into an aggregate of 4,913,488 shares of our common stock.

    Tele 2 AB

        In November 2001, MIC sold 100% of its interests in FORA Telecom BV, its Russian Cellular telephone operations to Tele2 AB for a consideration of $80 million in Tele2 AB series "B' shares plus a maximum equivalent of $30 million in cash or additional Tele2 AB series "B" shares, depending on the outcome of GSM license applications for three of MIC's cellular telephone operations in Russia. The sale resulted in a $6,693,000 gain on the disposal in 2001 (Note 22). During 2002, MIC obtained the necessary GSM licenses referred to above and received the additional proceeds of $30 million in cash. In addition, certain loans for which MIC was liable were settled at less than their carrying value. The gain realized in obtaining the licenses and settling the loans net of costs incurred in the acquisition of the licenses, amounted to $30,859,000 in 2002.

    Great Universal and Modern Holdings

        As of December 31, 1998, the Group, through its subsidiary MIC-USA inc. ("MIC-USA"), had a 100% temporary and restricted shareholding in Great Universal. On December 31, 1999, MIC-USA transferred its 100% ownership and related rights in Great Universal to Great Universal LLC 1999 Trust for a consideration of $5,027,000, corresponding to the net book value of MIC's investment in Great Universal. During 2002, MIC recorded an impairment loss for 100% of this asset due to uncertainty concerning its recoverability (Note 9). The rights and obligations of MIC-USA toward Great Universal were assigned to Great Universal LLC. Great Universal continues to indemnify MIC against certain contingent liabilities of Millicom. Great Universal is currently engaged in the communications, information technology, teleservices and media industries primarily in the United States.

        In January 2000, MIC invested $10,000,000 in Modern Holdings in the form of promissory notes. In February 2000, those notes were converted into 1,293,095 shares of common stock, representing 8.5% of the share capital of Modern Holdings. This investment is recorded as non-current available-for-sale security (note 9).

        MIC does not consolidate its investment in Great Universal and Modern Holdings since the restrictions on their ability to distribute dividends is considered a severe long-term restriction that significantly impairs their ability to transfer funds to MIC. Further, due to the existence of warrants, enabling the warrant holders to obtain control over Great Universal and Modern Holdings, MIC considers that it does not control these companies.

    Other

        The Group maintains corporate bank accounts at Banque Invik through which it makes payments and receives monies in the normal course of business. As of December 31, 2003, the Group had current accounts, time deposits and blocked deposits at Banque Invik.

F-60

        MIC charged $nil (2002: $nil; 2001: 280,000) to related parties for services rendered.

        Compensations for Directors' services are detailed in Note 21.

    Services purchased and sold to affiliated companies

        The following sales and purchases and outstanding balances occurred with companies affiliated to MIC. The services purchased and supplied covered fraud detection, network and IT support, acquisition of assets and customer care systems.

        MIC had the following payables to related parties and made purchases from related parties as follows:

 
   Purchases in year
   Amount payable as of December 31,
 
   2003
   2002
   2001
   2003
   2002
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000
Applied Sales Management   —   110   100   —   —
Applied Value   369   2,009   484   24   252
Banque Invik   937   638   438   348   44
Bassett   451   669   1,222   40   23
Ephibian   24   38   —   14   —
Foreign Value   730   —   —   —   —
Great Universal   —   —   —   —   25
Lothar Systems   —   10   1,601   —   288
Netcom Consultants   352   157   554   —   9
Praesidium   50   204   70   —   —
Procure-it-right   1,384   839   962   72   100
Search Value   159   489   189   38   —
Shared Value   638   656   477   41   23
Tele2 AB   247   50   25   31   5,723
YXK Systems   —   28   —   —   —
   
 
 
 
 
    5,341   5,897   6,122   608   6,487
   
 
 
 
 

        As of December 31, 2003 and 2002, MIC had the following receivables from related parties:

 
   2003
   2002
 
   US$ '000

   US$ '000
Kinnevik   154   1,976
Lothar   —   922
Metro   247   734
Modern Holdings   1,690   1,825
Modern Times Group   265   752
Netcom   16   64
Shared Value   18   18
Stonebrook Enterprises   156   156
Tele2 AB   359   359
   
 
    2,905   6,806
   
 

F-61

30.  EARNINGS (LOSS) PER COMMON SHARE

        Earnings (loss) per common share are comprised as follows:

 
   2003
   2002
   2001
  
Net profit (loss) attributable to shareholders (US$'000)   178,823   (385,143 ) (138,053 )
Weighted average number of shares outstanding during the year (in '000)   65,312   65,272   65,256  
   
 
 
 
Basic (loss) earnings per share (US$)   2.74   (5.90 ) (2.12 )
   
 
 
 

Net profit (loss) attributable to shareholders (US$'000)
 
178,823
 
(385,143
)
(138,053
)
Interest expense on convertible debt (US$'000)   3,476   —   —  
   
 
 
 
Net profit (loss) used to determine diluted earnings per share (US$'000)   182,299   (385,143 ) (138,053 )
   
 
 
 
Weighted average number of shares outstanding during the year (in '000)   65,312   65,272   65,256  
Adjustments for              
  Assumed conversion of convertible debt (in '000)(i)   15,186   —   —  
  Share options (in '000)(ii)   2   —   —  
   
 
 
 
Weighted average number of shares and potential dilutive shares outstanding during the year (in '000)   80,500   65,272   65,256  
   
 
 
 
Diluted earnings (loss) per common share (US$)   2.26   (5.90 ) (2.12 )
   
 
 
 
(i)
The number of shares for the assumed conversion of convertible debt represents the weighted average number of convertible shares in the year that would result if the remaining principal amount of the 2% PIK Notes had been converted into MIC's common shares on May 8, 2003 the earliest possible date of conversion. These would convert into 23,289,348 shares of MIC common shares (Note 17).

(ii)
As of December 31, 2003, the Group had 1,791,961 (2002: 1,956,204, 2001: 2,056,371) stock options that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the period presented.

31.  RECONCILIATION TO U.S. GAAP

        The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS"). If the consolidated financial statements had been prepared under accounting principles generally accepted in the United States of America ("U.S. GAAP") the following principal differences would arise:

    1.
    Under IFRS, the Company's interests in joint ventures are proportionally consolidated. Under U.S. GAAP, interests in joint ventures should be reflected in the consolidated financial statements using the equity method. The results of the reclassification of balance sheet captions are illustrated in the balance sheet reconciliation on the following pages. Information on the Group's share of revenues and expenses contributed on a proportional basis under IFRS are included in Note 3 to the consolidated financial statements.

    2.
    Under the equity method, if an investor's share of losses of an associate equals or exceeds the amount of investment plus advances made by the investor, the investor ordinarily discontinues including its share of losses and the investment is reported at nil value. If the investee subsequently reports net income, the investor should resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the

F-62

      period the equity method was suspended. Additional losses are provided for when the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support to the investee. Losses recognized in excess of the investor's total investment due to a commitment to provide further financial support are recorded as a liability.

      Summarized below are the adjustments to the profit and loss account that would have been recorded under U.S. GAAP for a) discontinuing MIC's share of losses on certain joint ventures in excess of MIC's total investment in the joint venture, and b) additional losses recorded by MIC above those recorded for IFRS due to MIC's commitment to provide further financial support to the joint ventures. These additional losses are reversed to the extent of net income subsequently reported by the joint ventures. Furthermore, an adjustment was made in 2001 to increase the gain recorded for IFRS on the sale of the FORA joint ventures (MIC's previously held operations in Russia) due to the joint ventures having a lower net asset value under U.S. GAAP.

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Discontinued share of losses   —   (416 ) 119  
Additional losses in excess of investment value   (1,052 ) (3,805 ) (2,126 )
Increase in gain on sale of FORA joint ventures   —   —   18,710  
   
 
 
 
    (1,052 ) (4,221 ) 16,703  
   
 
 
 
    3.
    Under IFRS, MIC started reconsolidating its operation in El Salvador ("Telemovil") in September 2003 after the dispute with the minority shareholders was resolved (Note 3). From May 2001, starting date of the shareholders' dispute, to September 2003, Telemovil was accounted for as a cost investment under U.S. GAAP, as MIC was unable to exert significant influence over Telemovil. Since September 15, 2003, Telemovil is consolidated due to MIC's controlling interest. Under U.S. GAAP, MIC has restated its historical financial statements for the years ended December 31, 2002 and 2001 prepared under U.S. GAAP to reflect its investment in Telemovil as an equity investment in those years and in the period ended September 15, 2003, as required under Accounting Principles Board Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. The adjustment to the profit and loss account to record MIC's share of Telemovil's equity earnings under U.S. GAAP for the period ended September 15, 2003, in 2002 and 2001 is $5,830,000, $7,887,000 and $2,640,000 respectively. Accordingly, the carrying amount of investments in associates as previously reported under U.S. GAAP as at December 31, 2002 has been increased by $10,527,000. Upon consolidation, under U.S. GAAP, MIC has reclassified an amount of $19,605,000 from the carrying amount of its investment in Telemovil to goodwill, corresponding to the remaining difference between the investments cost and the underlying equity in net assets of Telemovil at the date of investments in Telemovil. Under IFRS, prior to the consolidation in September 2003, Telemovil was recorded as an available-for-sale investment and therefore no reclassification to goodwill was recorded. Also, under IFRS, a cumulative adjustment for Telemovil of $3,248,000 was recorded directly to equity, upon consolidation. Under U.S. GAAP this adjustment was eliminated prior to consolidation through the application of the equity method to prior years.

      The following unaudited pro forma condensed combined financial information represent the consolidated figures of MIC including Telemovil as if Telemovil was consolidated in 2003 and 2002 and is presented for illustrative purposes only. These figures are not necessarily indicative of the operating results or financial positions that would have occurred if the acquisition of Telemovil had been consummated on January 1, 2003 and 2002 respectively, nor

F-63

      is it necessarily indicative of future operating results or financial position of the combined company. The information below is based upon MIC's and Telemovil's historical IFRS financial information. Pro forma net profit (loss) includes pro forma adjustments for interest and amortization and depreciation of assets adjusted to the accounting base recognized for each in the acquisition:

Pro forma under IFRS
   2003
   2002
  
 
   US$ '000
(Unaudited)

   US$ '000
(Unaudited)

  
Total revenues   727,989   703,760  
Net profit (loss)   188,741   (379,483 )
Basic net profit (loss) per share   2.89   (5.81 )
Diluted net profit (loss) per share   2.39   (5.81 )
Shares used to compute basic profit (loss) per share   65,312   65,272  
Shares used to compute diluted profit (loss) per share   80,500   65,272  
    4.
    The value of cellular properties contributed by the shareholders of certain of the Company's subsidiaries and joint ventures, upon formation of MIC, were not recorded at the contributing shareholders' carryover basis under IFRS. Rather, the value of such properties was stepped-up to reflect their fair value. The incremental value recorded for these properties was recorded as an intangible asset, attributable to licenses, for $58,628,000. Following the implementation of International Accounting Standard No. 38 (IAS 38), Intangible Assets, the step-up in value of the properties has been amortized through the profit and loss account. The amount of amortization expense related to these intangible assets recorded for IFRS in 2003 was $2,273,000 (2002: $2,273,000; 2001: $2,273,000). Under U.S. GAAP, the contributed properties would have been recorded at the contributing shareholders' carryover basis, thus no intangible asset and no amortization expense would have been recorded. Accordingly, this adjustment reverses the amortization expense recorded for IFRS, and the stepped-up value recorded in the balance sheet.

    5.
    Under U.S. GAAP, the accounting treatment of the options described in Note 10 of the consolidated financial statements is as follows: (1) the call option held by the Company, which gave the Company the right to purchase additional shares in the El Salvadoran operation, was recorded as an asset at its fair value as of the date of its inception, and subsequently carried at the lower of the option's cost or fair value; and (2) the written call option giving the holder the right to acquire from the Company shares in the Company's Vietnamese subsidiary was recorded at inception as a liability at its fair value, with subsequent book value losses of the option being recorded in the profit and loss account to reflect any loss that the Company would realize upon the exercise of the option.

      As at January 1, 2001, the Company adopted International Accounting Standard No. 39 (IAS 39), Financial Instruments: Recognition and Measurement. Since adopting IAS 39, these options have been carried at their fair values, with the change in fair value reflected as a non-operating income or expense in the statement of profit and loss. Therefore, the adjustments to reconcile IFRS net loss to U.S.GAAP net loss in 2001, include (1) an increase to net loss of $2,125,000 for the Vietnamese option to adjust the change in fair value of the option recorded for IFRS to the change in the book value losses of the option recorded for U.S. GAAP and (2) a decrease to net loss of $8,533,000 for the El Salvadoran call option to remove the change in fair value under IFRS and to record the option at its cost for U.S. GAAP.

      During 2002, the holder of the Vietnamese call option exercised his right to acquire an additional 10% of the shares of the Company's operation in Vietnam. The resulting adjustments to reconcile the IFRS accounts, as described in Note 10, and the U.S. GAAP

F-64


      accounts are as follows: (i) a decrease of $16,817,000 to the retained loss brought forward, corresponding to the difference, as at December 31, 2001, between the fair value and book value losses on the written call option, (ii) an increase of $295,000 to the net loss for 2002 due to the excess of the option's book value losses over the fair value of the option, recorded for IFRS, and (iii) a reversal of the gain realized on the sale of the subsidiary of $16,522,000 for IFRS, to reflect a gain of $nil for U.S. GAAP.

      No adjustment related to the above mentioned options has been recorded in 2003 since these options were all exercised in prior years. Also, no adjustment related to the options in Colombia and Ghana has been recorded since its IFRS accounting treatment is consistent with the U.S. GAAP treatment.

      Summarized below are the adjustments to net profit (loss) under IFRS to U.S. GAAP:

 
   2003
   2002
   2001
  
 
   US$ '000

   US$ '000

   US$ '000

  
Fair value result of financial instruments:              
  El Salvadoran call option   —   —   8,533  
  Vietnamese call option   —   (295 ) (2,125 )
Reduction of gain on sale of Vietnamese subsidiary   —   (16,522 ) —  
   
 
 
 
    —   (16,817 ) 6,408  
   
 
 
 
    6.
    As described in Note 17(e), the Company has granted stock options to certain employees in Millicom Argentina S.A. and Millicom International B.V. Under IFRS, no compensation expense is recorded for stock based compensation described in Note 17(e) of the consolidated financial statements.

      Under U.S. GAAP, the Company accounts for stock compensation granted to employees of Millicom International B.V. under Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees. Because either the exercise price or the number of shares granted under the option plans is not known at the grant date, compensation expense for this plan under APB 25 is recalculated, based on the intrinsic value of this stock based compensation, at each balance sheet date. Recalculated compensation expense is recognized over the vesting period. Such a plan is referred to as a "variable plan". Additionally, the Company grants stock options to employees and directors for a fixed number of shares with a fixed exercise price. The grant date intrinsic value of such options is amortized over the vesting periods of the options. Such a plan is referred to as a "fixed plan". Because the exercise price of such options granted by the Company equals their fair market value at the date of the grant, the options have no intrinsic value. Accordingly, no compensation expense has been recorded for the Company's fixed plans.

      Options granted to employees of Millicom Argentina S.A. do not qualify as options granted to employees in accordance with APB 25, since Millicom Argentina S.A. is accounted for as an equity investment for U.S. GAAP. Accordingly, such options are accounted for on a mark to market basis.

      The impact of the above options is an adjustment of $(1,157,000) (2002: $1,308,000; 2001: $5,315,000) and has been recorded in the U.S. GAAP reconciliation of net profit or loss.

    7.
    Under IFRS, the Company recognizes revenues for initial connection fees when the customer is connected and able to use the service. The Company recognizes revenues from the sale of handsets at the time of sale.

F-65

      Under U.S. GAAP, MIC applies the guidance in Staff Accounting Bulletin No. 101 (SAB 101), Revenue recognition in Financial Statements, and Staff Accounting Bulletin No. 104 (SAB 104), Revenue recognition (see U.S. GAAP Item 15). Under this guidance, the Company evaluates each element of a customer arrangement to determine the appropriate period for recognition of revenues. Revenues on connection fees are deferred and recognized as revenues on a pro rata basis over the estimated life of the customer relationship. In 2003 management changed its estimate of the life of such relationship from one to 2 years and applied this change prospectively. The effect on net income and related per share amounts for the current period of this change is a loss of $(1,987,000) and $(0.03), respectively.

      Cost of sales, which include direct incremental expenses related to connection fees and handset sales, are deferred and amortized over the same period that revenues are recognized. Certain customer acquisition costs such as dealer commissions and handset subsidies have been classified as sales and marketing expenses under IFRS. Under U.S. GAAP these costs would have been classified as cost of sales in the same periods.

      The adjustment to defer revenues on connection fees under U.S. GAAP, net of revenues recognized which was deferred in a prior period, results in a decrease in revenue in 2003 of $3,184,000 (2002: decrease of $145,000; 2001: increase of $263,000) and the adjustment to defer incremental cost of sales on connection fees for U.S. GAAP, net of cost of sales recognized which was deferred in a prior period, results in a decrease in cost of sales in 2003 of $878,000 (2002: increase of $192,000; 2001: decrease of $239,000) resulting in a net decrease of $2,306,000 to the Company's net profit under IFRS in 2003 (2002: increase of $337,000 of the net loss; 2001: decrease of $502,000 of the net loss). In addition, MIC decreased the profit from associates recorded for IFRS by $688,000 in 2003 to reflect the application of SAB 101 and SAB 104 to its equity investments.

    8.
    In 2000, under IFRS, the Company recognized an impairment of its analogue fixed assets and related licenses and intangibles. For U.S. GAAP purposes, part of this impairment was reversed because some of the assets that were impaired under IFRS were not deemed to be impaired under Statement of Financial Accounting Standard No. 121 (SFAS 121), Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. During the course of 2001, MIC sold its FORA segment (MIC's former operations in Russia) that were previously impaired under IFRS but not under U.S. GAAP. Because the assets sold had a higher value under U.S. GAAP than IFRS, a reduction of the gain on the sale of the assets of $5,216,000 was recorded for U.S. GAAP purposes. Additionally in 2001, an incremental depreciation expense of $1,373,000 for U.S. GAAP was recorded on the remaining assets that were previously impaired under IFRS.

      As from January 1, 2002, the Company adopted Statement of Financial Accounting Standard No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long Lived Assets. Under SFAS 144, like SFAS 121, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, i.e. a triggering event occurs, the book value of this asset is compared to the undiscounted cash flows forecast from the asset. If the undiscounted cash flows forecast to be generated from the asset is less than the asset's book value, the carrying value of the asset is regarded as not recoverable. When such a determination is made, impairment is measured as the excess of the carrying value above the asset's fair value, typically determined by a discounted cash flows projection of the asset.

      As of December 31, 2002, analogue assets belonging to MIC's Colombian operation, which were impaired under IFRS in 2000 but not under U.S. GAAP, were deemed to be impaired in connection with the Colombian operation being classified as a discontinued operation, as described in U.S. GAAP item 14 hereafter. Accordingly, the assets' increased net value under

F-66


      U.S. GAAP of $2,571,000, after incremental depreciation expense for the year of $936,000, has been charged to the profit and loss of the year as an additional impairment.

      Under IFRS, as at December 31, 2002, the Company recorded an impairment charge of $2,234,000 on the license value of its operation in Peru. This impairment was measured as the difference between the recoverable amount of the asset, which was determined by reference to the discounted cash flows projected to be generated from this asset, and its carrying value at the measurement date. Since the recoverable amount of the license, determined by reference to an undiscounted cash flow model, as required by SFAS 144, was higher than its carrying value, the impairment recorded under IFRS has been reversed for U.S. GAAP purposes. In 2003, the amount of $2,234,000 was charged to the profit and loss account under U.S. GAAP as (i) incremental depreciation charge of $223,000 and (ii) an additional impairment charge of $2,011,000 in connection with the Peruvian operation being classified as a discontinued operation, as described in U.S. GAAP item 14 hereafter.

      Finally, during 2003, under IFRS, MIC reversed part of an impairment recorded in 2000 on analogue equipment belonging to its Bolivian operation, for an amount of $1,579,000, due to a change in the underlying assumptions to determine the recoverable amount of these assets. Under U.S. GAAP, such reversal is not allowed. Accordingly, the increase in value for the Bolivian equipment has been reversed for U.S. GAAP purposes.

      Summarized below are the adjustments to the Company's IFRS profit and loss that have been made due to the application of SFAS 144 (2003 and 2002) and SFAS 121 (2001):

 
   2003
   2002
   2001
  
 
   US$ '000
   US$ '000
   US$ '000
  
Adjustments to impairment / (reversal of impairment) recorded for IFRS   (1,579 ) 2,234   —  
Additional impairment for U.S. GAAP   (2,011 ) (2,571 ) —  
Increased depreciation charge   (223 ) (936 ) (1,373 )
Decreased gain on sale of FORA assets   —   —   (5,216 )
   
 
 
 
Total adjustment to profit/(loss) in year   (3,813 ) (1,273 ) (6,589 )
   
 
 
 
    9.
    Under IFRS, the Company records its 10% Senior Notes and the debt component of its 5% Mandatory Exchangeable Notes net of un-amortized financing fees incurred to acquire these debts. Under U.S. GAAP, these financing fees are capitalized as a deferred charge. The amount that is reclassified as an asset in the balance sheet as of December 31, 2003, is $22,907,000 (December 31, 2002: $8,359,000), comprised of $13,964,000 for the 10% Senior Notes and $8,943,000 for the 5% Mandatory Exchangeable Notes.

    10.
    In June 2001, the Financial Accounting Standards Board (FASB) approved Statement of Financial Accounting Standard No. 142 (SFAS 142), Goodwill and Other Intangible Assets. SFAS 142 requires companies to cease amortizing goodwill, which existed at June 30, 2001. Accordingly, for U.S. GAAP purposes, the Company ceased amortization of existing goodwill on December 31, 2001 and reversed $6,695,000 (2002: $7,865,000) of amortization on goodwill charged under IFRS. In accordance with Statement of Financial Accounting Standard No. 141 (SFAS 141), Business Combinations, negative goodwill in the amount of $9,336,000 as of December 31, 2001, has been written-off as a cumulative effect of change in accounting principle in the first quarter of 2002, upon adoption of SFAS 141. The Company did not generate additional negative goodwill during 2002 and 2003.

F-67

      The table below shows MIC's adjusted U.S. GAAP net loss in 2001 as if goodwill amortization had ceased from January 1, 2001:

 
   2001
  
 
   US$ '000

  
Reported loss under U.S. GAAP   (172,126 )
Reversal of goodwill amortization   9,483  
Reversal of negative goodwill amortization   (1,393 )
   
 
Adjusted net loss under U.S. GAAP   (164,036 )
   
 

      The following table presents the impact on MIC's 2001 basic and diluted loss per share as if goodwill amortization had ceased on January 1, 2001:

 
   2001
  
Basic and diluted loss per share        
Reported basic loss per share under U.S. GAAP   $ (2.64 )
Reversal of goodwill amortization   $ 0.15  
Reversal of negative goodwill amortization   $ (0.02 )
Adjusted basic loss per share under U.S. GAAP   $ (2.51 )
Weighted average number of shares outstanding in the year (in '000)     65,256  

      SFAS 142 also establishes a method of testing goodwill for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. In addition, SFAS 142 requires transitional impairment testing as of January 1, 2002 and thereafter on a yearly basis at the same balance sheet date. As a result, the Company tested its goodwill for impairment under this new standard as of January 1, 2002, December 31, 2002 and 2003. The transitional testing that MIC performed as of January 1, 2002 concluded that no impairment was required under U.S. GAAP. As a result of classifying the Company's Colombian operation as a discontinued operation in 2002 (see U.S. GAAP item 14), the Company performed an impairment test on the goodwill generated on the acquisition of the Colombian operation as of December 31, 2002. This impairment test indicated that the goodwill was fully impaired. Under IFRS, the carrying value of this goodwill was set to $nil through the recording of an impairment charge of $35,723,000. Following the cessation of the amortization, as described under SFAS 142, MIC incurred an additional impairment charge of $3,136,000 under U.S. GAAP related to the impairment of goodwill on the Colombian operation. As of December 31, 2003 MIC determined that no additional goodwill impairment should be recorded for U.S. GAAP purposes. Disclosures required by SFAS 142 are provided in Note 5.

    11.
    During 2002, MIC purchased part of its Senior Subordinated 13.5% Notes (Note 18) at market prices for an amount of $44,000,000, realizing a gain of $28,676,000. Following the adoption on January 1, 2003 of Statement of Financial Accounting Standard No. 145 (SFAS 145), Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, MIC reclassified this gain from extraordinary gains, as previously reported, to ordinary gains.

    12.
    Under both IFRS and U.S. GAAP, MIC holds shares in Tele2 as available-for-sale ("AFS") securities. Following the change in accounting policy with respect to the fair value adjustments of AFS securities under IFRS, which is detailed in Note 2, MIC recorded the fair value adjustments of its investment in Tele2 in the profit and loss account as from January 1, 2003. Under U.S. GAAP these fair value adjustments should be recorded in shareholders' equity

F-68

      within the caption "Revaluation reserve". Accordingly, under U.S. GAAP, MIC reclassified a net unrealized gain of $241,163,000 for 2003 to shareholders' equity.

      As of December 31, 2001, MIC determined that its investment in Tele2 was impaired under U.S. GAAP, but not under IFRS and, accordingly recorded an impairment charge for U.S. GAAP of $61,325,000. As of December 31, 2002, MIC determined that the shares were also impaired under IFRS. Accordingly, in 2002, for U.S. GAAP, MIC reversed part of the impairment charge recorded under IFRS, for an amount of $61,325,000, since this amount was reported in losses brought forward under U.S. GAAP.

    13.
    The adjustments to reconcile U.S. GAAP to the IFRS accounting treatment of the debt exchange that MIC completed in May 2003 (see Note 18b) are as follows: (i) a reclassification of $14,952,000 from the equity component of the 2% PIK Notes to share premium to recognize a beneficial conversion feature ("BCF") of $14,952,000 and a reclassification of $1,295,000 from the shareholders' equity to the debt component of the 2% PIK Notes, under U.S. GAAP, (ii) an amortization charge of the BCF of $4,257,000, (iii) a decrease in the interest on the 2% PIK Notes of $4,579,000 recorded under IFRS to reflect the difference between the effective interest rate of 11% recorded for IFRS and the actual interest rate of 2% recorded for U.S. GAAP, (iv) an increase of $16,002,000 in the gain of $96,748,000 realized under IFRS on the debt exchange, corresponding to the reclassification to deferred costs of the fees related to the issuance of the 11% Senior Notes and 2% PIK Notes (under IFRS these fees are not considered to be related to the new Notes issued, rather they are deducted from the gain realized on the debt exchange), and (v) an amortization expense of $14,726,000 of the deferred costs recognized under (iv), being $353,000 of amortization expense related to the 2% PIK Notes and the complete amortization of the costs related to the 11% Notes of $14,373,000 since these Notes have been fully redeemed or repurchased during 2003. Summarized below are the adjustments to the profit for 2003 related to the debt exchange for U.S. GAAP purposes:

 
   Adjustments to
profit for the
year ended
December 31, 2003
(restated)
  
 
   US$ '000

  
Amortization of BCF on the 2% PIK Notes   (4,257 )
Increase in gain realized on the debt exchange   16,002  
Adjustment to interest expenses on the 2% PIK Notes   4,579  
Amortization of incremental deferred costs   (14,726 )
   
 
    1,598  
   
 

F-69

              The Company's U.S. GAAP net income and shareholders' equity as of and for the year ended December 31, 2003 have been restated to correct the amortization charge of the BCF. Under U.S. GAAP the BCF should be amortized from the date of issuance to the stated redemption date of the 2% PIK Notes, regardless of when the earliest conversion date occurs. The BCF had been previously fully amortized upon issuance of the 2% PIK Notes due to their immediate convertibility. The effects of this correction is as follows:

 
   2003
  
 
   US$ '000

  
Net loss in accordance with U.S. GAAP as previously reported     (65,655 )
Adjustment to depreciation charge on the BCF     10,695  
Restated net loss in accordance with U.S. GAAP     (54,960 )

Net loss per share data:
 
 
 
 
Basic and diluted net loss per share as previously reported   $ (1.01 )
Effect of adjustment reported above   $ 0.17  
Restated basic and diluted net loss per share   $ (0.84 )
Weighted average number of shares outstanding in the year ('000)     65,312  

Shareholders' equity in accordance with U.S. GAAP as previously reported
 
 
(76,701
)
Adjustment to depreciation charge on the BCF     10,695  
Restated shareholders' equity in accordance with U.S. GAAP     (66,006 )
    14.
    As at December 31, 2003, MIC classified its investment in its Peruvian subsidiary as an asset held for sale in accordance with SFAS 144, following a decision to sell this operation and the status of the negotiations with potential buyers. Therefore MIC disclosed all assets and liabilities of its Peruvian operation separately in the balance sheet reconciliation. MIC's interests in Celcaribe, MIC Systems (including MACH), and Liberty Broadband Ltd are reported as discontinuing operations since these operations have been sold in 2003 and 2002, respectively (Note 22).

      Presented below is a reconciliation of loss from discontinued operations:

Net profit (loss) from component qualifying as discontinued operations:

 
   Year ended December 31,
 
   2003
   2002
   2001
   Segment in which
reported
 
   US$ '000

   US$ '000

   US$ '000

    
Colombian operations   1,189   (63,484 ) (18,868 ) MIC Latin America
Peruvian operations   (5,642 ) (3,847 ) (1,966 ) Other
MIC Systems   (2,597 ) 89,960   2,758   MIC Systems
Liberty Broadband Ltd.   —   (24,939 ) (32,476 ) Other
   
 
 
   
Net loss reported from discontinued operations   (7,050 ) (2,310 ) (50,552 )  
   
 
 
   

F-70

            The table below provides information about revenues, cost of sales, operating expenses, operating profit and net loss under U.S. GAAP for the years ended December 31, 2003, 2002 and 2001 from continuing operations excluding the discontinued operations above:

 
   2003*
   2002*
   2001*
  
 
   US$ '000

   US$ '000

   US$ '000

  
Revenues from continuing operations   425,241   331,007   344,102  
Cost of sales from continuing operations   (176,605 ) (137,772 ) (141,610 )
Operating expenses from continuing operations   (147,232 ) (167,534 ) (157,851 )
Operating profit from continuing operations   101,404   20,337   79,688  
Loss reported from continuing operations   (47,910 ) (327,959 ) (121,574 )


      *    as restated, see item 3 for 2001 and 2002 and item 13 for 2003

            15.   In January 2003, the FASB issued Financial Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, which was subsequently revised in December 2003 (FIN 46-R). FIN 46-R generally applies to all business enterprises and all arrangements used by business enterprises, and it requires that a business enterprise identifies all its Variable Interest Entities ("VIEs"). VIEs are those entities possessing certain characteristics, which indicate either a lack of equity investment to cover expected losses of the entity or a lack of controlling financial interest by an investor. The party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests is deemed to be the Primary Beneficiary and must consolidate the VIE. The measurement principles of this interpretation apply to all VIEs created after January 31, 2003 and to all VIEs in which an enterprise obtains an interest after that date. Additionally, MIC will adopt the measurement principles of FIN 46-R for all VIEs held by MIC prior to January 31, 2003 on March 31, 2004 as a cumulative change in accounting principle. The Company is in the process of evaluating arrangements, which could be considered VIEs under FIN 46-R. However, MIC has determined that it is reasonably possible that it will at least consolidate its interest in the following VIEs, held prior to January 31, 2003, upon adoption: Cam GSM Company Limited ("Cam GSM"), Royal Telecam International Limited ("Telecam"), Millicom Argentina S.A., Comunicaciones Celulares S.A., Telefonica Celular, Emtel Limited. Except for Telecam and Millicom Argentina S.A., each of these entities are substantive mobile telecom operating businesses in their respective countries (see Note 3). Telecam and Millicom Argentina S.A. are substantive high speed wireless data service providers in their respective countries. The size of each of these entities and MIC's maximum exposure to loss as a result of its involvement with these entities is as follows:

Under IFRS
   Revenue
   Operating
profit/(loss)
   Total assets
   Maximum
exposure to
loss
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000
Cam GSM   70,334   12,414   68,215   20,580
Telecam   9,434   1,085   8,262   2,000
Millicom Argentina S.A.   3,506   (225 ) 2,775   14,886
Comunicaciones Celulares S.A.   142,700   53,197   160,629   46,056
Telefonica Celular   95,716   45,959   79,220   28,563
Emtel Limited   24,004   6,904   29,138   4,291

            In March 2003, MIC's Pakistani subsidiary Paktel entered into a receivables securitization arrangement with a special purpose entity (the "Paktel SPV"), whose sole purpose is to finance MIC's receivables. Further information regarding the Paktel SPV is contained in Note 18.

F-71

            In December 2002, the Emerging Issues Task Force reached a consensus in EITF Issue 00-21 ("EITF 00-21"), Accounting for Revenue Arrangements with Multiple Deliverables. The Issue addresses a vendor's accounting for transactions involving the delivery of more than one product or service, and when it is necessary to separate the transaction into individual component deliverables, each with its own separate earnings process. If the conditions requiring separate revenue recognition exist, revenue is allocated among the different deliverables based on their relative fair values (the relative fair value of each of the component deliverables to the aggregated relative fair value of the bundled deliverables), with revenue for each component deliverable recognized when the revenue is realized and earned. The Company is required and plans to adopt the provisions of EITF 00-21, for revenue arrangements entered into or modified on or after January 1, 2004. To accomplish this, the Company must identify and determine the fair value of the component deliverables in its revenue arrangements. The Company is currently assessing the impact that the implementation of EITF 00-21 will have on its results of operations, financial position and cash flows.

            In December 2003, the SEC issued Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition, which supersedes SAB 101 (U.S. GAAP Item 7). SAB 104's primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superseded as a result of the issuance of EITF 00-21. Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (the FAQ) issued with SAB 101 that had been codified in SEC Topic 13, Revenue Recognition. Selected portions of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. Therefore, aside from EITF 00-21, the Company does not expect there to be a significant difference to its accounting under SAB 101.

            16.   Under International Accounting Standard No. 27 (IAS 27), Consolidated Financial Statements and Accounting for Investments in Subsidiaries a subsidiary should be excluded from consolidation if it operates under severe long-term restrictions that significantly impair its ability to transfer funds to the parent. In addition, Standing Interpretations Committee ("SIC") No. 33 states that potential voting rights that are presently exercisable or presently convertible must be considered when, in substance, they provide the capability to exercise control. As discussed in Note 29, under IFRS, MIC does not consolidate its investment in Great Universal ("GU") and Modern Holdings ("Modern") since the restrictions on their ability to distribute dividends is considered a severe long-term restriction that significantly impairs their ability to transfer funds to MIC. Further, the warrants, which enable the holders to obtain 100% of GU and 53% of Modern, are presently exercisable and provide the capability, to the warrant holders, to control GU and Modern.

            Under U.S. GAAP an entity should consolidate all enterprises in which it has a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the outstanding voting shares. Accordingly, absent of a reason that GU and Modern should not be consolidated, they should be consolidated. The restriction on the ability of GU and Modern to distribute dividends would not preclude consolidation under U.S. GAAP. In addition, under U.S. GAAP, potential voting rights are generally not considered in determining whether an entity should be consolidated. Therefore, under U.S. GAAP, both GU and Modern are consolidated. The line items of MIC's consolidated income statement for the years ended December 31, 2003, 2002 and 2001 and consolidated balance sheet for the years ended December 31, 2003 and 2002, which are materially impacted by the consolidation of GU and Modern, are disclosed in a separate table at the bottom of the U.S. GAAP reconciliation of profit (loss) after taxes and of the U.S. GAAP balance sheet reconciliation.

F-72


Reconciliation of Net Profit (loss) for the year:

        The above items give rise to the following differences in net profit (loss) recorded under U.S. GAAP:

 
   Item
   2003*
   2002*
   2001*
  
 
    
   US$ '000

   US$ '000

   US$ '000

  
Net profit (loss) for the year reported under IFRS       178,823   (385,143 ) (138,053 )
Items decreasing (increasing) reported loss or (decreasing) increasing reported profit:                  
  Application of equity method of accounting   2   (1,052 ) (4,221 ) 16,703  
  Application of equity method of accounting for Telemovil El Salvador   3   5,830   7,887   2,640  
  Adjustments to initial step-up in the value of licenses   4   2,273   2,273   2,273  
  Valuation of stock options   5   —   (16,817 ) 6,408  
  Compensation cost for stock options granted to employees   6   (1,157 ) 1,308   5,315  
  Recognition of connection fees and related costs   7   (2,994 ) (337 ) 502  
  Adjustments to impairment of tangible and intangible assets   8   (3,813 ) (1,273 ) (6,589 )
  Reversal of goodwill amortization   10   6,695   7,865   —  
  Additional goodwill impairment   10   —   (3,136 ) —  
  Reclassification to shareholders' equity of fair value adjustments on available-for-sale securities   12   (241,163 ) —   —  
  Impairment of securities, other than temporary   12   —   61,325   (61,325 )
  Adjustments related to debt exchange   13   1,598   —   —  
       
 
 
 
Loss after taxes before cumulative effect of change in accounting principle       (54,960 ) (330,269 ) (172,126 )
       
 
 
 
Cumulative effect of change in accounting principle   10   —   9,336   —  
       
 
 
 
Net loss under U.S. GAAP       (54,960 ) (320,933 ) (172,126 )
       
 
 
 
*
as restated, see item 3 for 2001 and 2002 and item 13 for 2003


Presented as:
 
 
 
 
 
 
 
 
 
Net loss from continuing operations       (47,910 ) (327,959 ) (121,574 )
Discontinued operations:   14              
  Loss from discontinued operations, net of taxes(a)       (7,758 ) (79,671 ) (50,552 )
  Gain on disposal, net of taxes(a)       708   77,361   —  
       
 
 
 
Loss from discontinued operations       (7,050 ) (2,310 ) (50,552 )
Loss after taxes, before cumulative effect of change in accounting principle under U.S. GAAP       (54,960 ) (330,269 ) (172,126 )
Cumulative effect of change in accounting principle(a)   10   —   9,336   —  
       
 
 
 
Net loss under U.S.GAAP       (54,960 ) (320,933 ) (172,126 )
       
 
 
 
 
   2003*
   2002*
   2001*
  
Basic and diluted loss per common share                    
Loss per common share under U.S. GAAP:                    
  —from continuing operations   $ (0.73 ) $ (5.02 ) $ (1.87 )
  —from discontinuing operations   $ (0.11 ) $ (0.04 ) $ (0.77 )
Loss per common share after taxes, before cumulative effect of change in accounting principle   $ (0.84 ) $ (5.06 ) $ (2.64 )
  Impact of cumulative effect of change in accounting principle     —   $ 0.14     —  
Basic and diluted loss per common share under U.S. GAAP   $ (0.84 ) $ (4.92 ) $ (2.64 )
   
 
 
 
Weighted average number of shares outstanding in the year (in '000)     65,312     65,272     65,256  
   
 
 
 
(a)
The tax impact of these items is $nil in 2003 (2002: $nil; 2001: $nil)

*
as restated, see item 3 for 2001 and 2002 and item 13 for 2003

F-73

Impact of consolidation of Great Universal and Modern Holdings

        As explained in U.S. GAAP adjustment item No. 16, above, both Great Universal ("GU") and Modern Holdings ("Modern") should be consolidated. Presented in the table below are the main line items of MIC's consolidated income statement for the years ended December 31, 2003, 2002 and 2001 that would be materially impacted had GU and Modern been consolidated:

 
   2003*
   2002*
   2001*
  
 
   US$' 000

   US$' 000

   US$' 000

  
Consolidated revenues from continuing operations under U.S. GAAP before the effect of the consolidation of Great Universal and Modern   425,241   331,007   344,102  
Impact of consolidation   36,865   32,912   42,185  
   
 
 
 
Consolidated revenues from continuing operations under U.S. GAAP after the effect of the consolidation of Great Universal and Modern   462,106   363,919   386,287  
   
 
 
 

Consolidated cost of sales from continuing operations under U.S. GAAP before the effect of the consolidation of Great Universal and Modern
 
(176,605
)
(137,772
)
(141,610
)
Impact of consolidation   (21,236 ) (21,664 ) (20,100 )
   
 
 
 
Consolidated cost of sales from continuing operations under U.S. GAAP after the effect of the consolidation of Great Universal and Modern   (197,841 ) (159,436 ) (161,710 )
   
 
 
 

Consolidated operating expenses from continuing operations under U.S. GAAP before the effect of the consolidation of Great Universal and Modern
 
(147,232
)
(167,534
)
(157,851
)
Impact of consolidation   (15,178 ) (15,210 ) (21,443 )
   
 
 
 
Consolidated operating expenses from continuing operations under U.S. GAAP after the effect of the consolidation of Great Universal and Modern   (162,410 ) (182,744 ) (179,294 )
   
 
 
 

Consolidated operating profit from continuing operations under U.S. GAAP before the effect of the consolidation of Great Universal and Modern
 
101,404
 
20,377
 
79,688
 
Impact of consolidation   2,536   (3,961 ) 643  
   
 
 
 
Consolidated operating profit from continuing operations under U.S. GAAP after the effect of the consolidation of Great Universal and Modern   103,940   16,376   80,331  
   
 
 
 

Net loss from continuing operations under U.S. GAAP before the effect of the consolidation of Great Universal and Modern
 
(47,910
)
(327,959
)
(121,574
)
Impact of consolidation   (4,029 ) (7,872 ) 13,002  
   
 
 
 
Net loss from continuing operations under U.S. GAAP after the effect of the consolidation of Great Universal and Modern   (51,939 ) (335,831 ) (108,572 )
   
 
 
 

Net loss under U.S. GAAP after the effect of cumulative change in accounting principle and before the effect of the consolidation of Great Universal and Modern
 
(54,960
)
(320,933
)
(172,126
)
Impact of consolidation   4,603   (1,630 ) 5,322  
   
 
 
 
Net loss under U.S. GAAP after the effect of cumulative change in accounting principle and after the effect of the consolidation of Great Universal and Modern   (50,357 ) (322,563 ) (166,804 )
   
 
 
 
*
as restated, see item 3 for 2001 and 2002 and item 13 for 2003

        The following disposals by GU and Modern have been classified as discontinued operations and have been excluded from continuing operations in the table above:

    •
    In 2003, GU disposed of its interest in Miltope, Inc. for net proceeds of $21,180,000, realizing a gain on disposal of $8,898,000.

    •
    In 2003, Modern disposed of its interests in Praesidium and Ephibian realizing net losses on disposal of $130,000 and $877,000, respectively.

    •
    In 2002, GU disposed of its interest in Transcom USA realizing a net loss of $1,390,000 on disposal.

    •
    In 2002, Modern disposed of its interests in Procure-it-right, Proceedo and Lothar realizing a net aggregate gain of $4,974,000 on disposal.

    •
    In 2001, Modern disposed of its interest in Get2Net realizing a net gain of $2,012,012 on disposal.

F-74

Balance Sheet Reconciliation:

        The following significant balance sheet differences arise under U.S. GAAP in 2003:

Balance sheet as of December 31, 2003
   Item
   Per Balance
Sheet Group
   Proportional
Consolidation
Adjustment
(Items 1 & 2)
   Other
Adjustments*
   Held for sale
assets and
liabilities
(Item 14)
   Under
U.S. GAAP
Group*
  
 
    
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Assets                          
Non-Current Assets                          
Intangible assets                          
  Goodwill, net   3, 10   49,578   —   40,365   —   89,943  
  Licenses, net   4   30,889   (8,372 ) (7,872 ) (210 ) 14,435  
  Oher intangibles net   9, 13   5,148   (2,176 ) 24,183   (51 ) 27,104  
Property, plant and equipment, net   8   487,746   (125,995 ) (1,579 ) (1,848 ) 358,324  
Financial assets                          
  Investment in Tele2 AB shares       479,040   —   —   —   479,040  
  Investment in other securities       25,397   (24 ) —   —   25,373  
  Investments in associates   7   1,340   96,075   (688 ) —   96,727  
  Pledged deposits       31,530   (1,460 ) —   (28 ) 30,042  
Deferred taxation       5,226   (1,698 ) —   (370 ) 3,158  
       
 
 
 
 
 
    Total Non-Current Assets       1,115,894   (43,650 ) 54,408   (2,507 ) 1,124,145  
       
 
 
 
 
 

Current Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial assets                          
  Investment in other securities       15,291   —   —   —   15,291  
Accounts receivable, net       129,792   (31,898 ) —   (212 ) 97,682  
Prepayments, accrued income and other current assets   7   80,263   (16,429 ) 2,207   (387 ) 65,654  
Time deposits       32,880   —   —   (598 ) 32,282  
Cash and cash equivalents       148,829   (26,662 ) —   (356 ) 121,811  
       
 
 
 
 
 
  Total Current Assets       407,055   (74,989 ) 2,207   (1,553 ) 332,720  
       
 
 
 
 
 
Total assets from disposal group classified as held for sale       —   —   —   4,060   4,060  
       
 
 
 
 
 

Total Assets
 
 
 
1,522,949
 
(118,639
)
56,615
 
—
 
1,460,925
 
       
 
 
 
 
 
Shareholders' Equity and Liabilities                          
Shareholders' equity                          
Share capital and premium   6   239,876   —   22,610   —   262,486  
Treasury stock       (8,833 ) —   —   —   (8,833 )
2% PIK notes—equity component   13   16,006   —   (16,006 ) —   —  
Legal reserve       4,256   —   —   —   4,256  
Retained losses brought forward       (446,110 ) (5,931 ) 71,093   —   (380,948 )
Net profit/(loss) for the year, after cumulative effect of change in accounting principle       178,823   (1,052 ) (232,731 ) —   (54,960 )
Currency translation reserve       (69,198 ) —   —   —   (69,198 )
Deferred compensation costs   6   —   —   (1,344 ) —   (1,344 )
Revaluation reserve   12   —   —   241,163   —   241,163  
Excess of contribution over assets acquired   4   —   —   (58,628 ) —   (58,628 )
       
 
 
 
 
 
Total Shareholders' Equity       (85,180 ) (6,983 ) 26,157   —   (66,006 )
       
 
 
 
 
 
Minority Interest       26,571   —   —   —   26,571  
       
 
 
 
 
 

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-current liabilities                          
  10% Senior Notes   9   536,036   —   13,964   —   550,000  
  2% PIK Notes—debt component   13   50,923   —   973   —   51,896  
  5% Mandatory Exchangeable Notes—debt component   9   327,635   —   8,943   —   336,578  
  Embedded derivative on the 5% Mandatory Exchangeable Notes       103,457   —   —   —   103,457  
  Other debt and financing       126,150   (29,335 )     —   96,815  
  Deferred taxation and other non current liabilities       33,944   (12,089 ) —   —   21,855  
       
 
 
 
 
 
        1,178,145   (41,424 ) 23,880   —   1,160,601  
       
 
 
 
 
 

Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
  Other debt and financing       132,664   (10,099 ) —   (75 ) 122,490  
  Trade payables       112,764   (36,150 ) —   (195 ) 76,419  
  Other current liabilities   7   157,985   (23,983 ) 6,579   (240 ) 140,341  
       
 
 
 
 
 
        403,413   (70,232 ) 6,579   (510 ) 339,250  
       
 
 
 
 
 
Total Liabilities       1,581,558   (111,656 ) 30,459   (510 ) 1,499,851  
       
 
 
 
 
 
Total liabilities from disposal group classified as held for sale       —   —   —   510   510  
       
 
 
 
 
 
Total Shareholders' Equity and Liabilities       1,522,949   (118,639 ) 56,615   —   1,460,925  
       
 
 
 
 
 
*
as restated, see item 13

F-75

        The following significant balance sheet differences arise under U.S. GAAP in 2002:

Balance sheet as of December 31, 2002
   Item
   Per Balance
Sheet Group
   Proportional
Consolidation
Adjustment
(Items 1 & 2)
   Other
Adjustments*
   Held for sale
assets and
liabilities
(Item 14)
   Under
U.S. GAAP
Group*
  
 
    
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Assets                          
Non-current assets                          
Intangible assets                          
  Goodwill, net   10   10,172   —   14,065   —   24,237  
  Licenses, net   4   84,471   (4,083 ) (7,911 ) (52,070 ) 20,407  
  Other intangibles, net   9   4,919   (2,351 ) 8,359   (9 ) 10,918  
Property, plant and equipment, net       458,933   (135,699 ) —   (36,862 ) 286,372  
Financial assets                          
  Investment in Tele2 AB shares       164,031   —   —   —   164,031  
  Investment in other securities   3   56,355   (21 ) (52,858 ) —   3,476  
  Investments in associates   3   1,013   110,609   63,385   —   175,007  
  Pledged deposits       32,921   —   —   (508 ) 32,413  
  Deferred taxation       8,470   (1,165 ) —   —   7,305  
       
 
 
 
 
 
Total Non-Current Assets       821,285   (32,710 ) 25,040   (89,449 ) 724,166  
       
 
 
 
 
 

Current Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment in Tele2 AB shares       101,540   —   —   —   101,540  
Accounts receivable, net       134,080   (21,333 ) —   (14,052 ) 98,695  
Prepayments, accrued income and other current assets   7   59,563   (14,683 ) 1,328   2,514   48,722  
Time deposits       16,200   (1,428 ) —   (1,111 ) 13,661  
Cash and cash equivalents       70,451   (25,612 ) —   (1,988 ) 42,851  
       
 
 
 
 
 
Total Current Assets       381,834   (63,056 ) 1,328   (14,637 ) 305,469  
       
 
 
 
 
 

Total Assets from disposal group classified as held for sale
 
14
 
—
 
—
 
—
 
104,086
 
104,086
 
       
 
 
 
 
 

Total Assets
 
 
 
1,203,119
 
(95,766
)
26,368
 
—
 
1,133,721
 
       
 
 
 
 
 

Shareholders' equity and liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity                          
Share capital and premium   6   281,989   —   8,339   —   290,328  
Treasury stock       (54,521 ) —   —   —   (54,521 )
Legal reserve       4,256   —   —   —   4,256  
Retained losses brought forward       (57,719 ) (1,710 ) (586 ) —   (60,015 )
Loss for the year, after cumulative effect of change in accounting principle       (385,143 ) (4,221 ) 68,431   —   (320,933 )
Currency translation reserve       (84,121 ) —   —   —   (84,121 )
Deferred compensation costs   6   —   —   (2,941 ) —   (2,941 )
Excess of contribution over assets acquired   4   —   —   (58,628 ) —   (58,628 )
       
 
 
 
 
 
Total shareholders' equity       (295,259 ) (5,931 ) 14,615       (286,575 )
       
 
 
 
 
 
Minority interest       23,733   —   —   —   23,733  
       
 
 
 
 
 

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Current Liabilities                          
  13.5% Senior Subordinated Notes   9   912,539   —   5,461   —   918,000  
  Other debt and financing   9   159,370   (26,803 ) 2,898   (33,765 ) 101,700  
  Deferred taxation       26,874   (12,831 ) —   —   14,043  
       
 
 
 
 
 
        1,098,783   (39,634 ) 8,359   (33,765 ) 1,033,743  
       
 
 
 
 
 
Current Liabilities                          
  Other debt and financing       156,666   (20,244 ) —   (45,064 ) 91,358  
  Trade payables       90,945   (5,043 ) —   (6,216 ) 79,686  
  Other current liabilities   7   128,251   (24,914 ) 3,394   (6,865 ) 99,866  
       
 
 
 
 
 
        375,862   (50,201 ) 3,394   (58,145 ) 270,910  
       
 
 
 
 
 

Total Liabilities from disposal group classified as held for sale
 
14
 
—
 
—
 
—
 
91,910
 
91,910
 
       
 
 
 
 
 

Total Liabilities
 
 
 
1,474,645
 
(89,835
)
11,753
 
—
 
1,396,563
 
       
 
 
 
 
 

Total Shareholders' Equity and Liabilities
 
 
 
1,203,119
 
(95,766
)
26,368
 
—
 
1,133,721
 
       
 
 
 
 
 
*
as restated, see item 3

F-76

Impact of consolidation of Great Universal and Modern Holdings

        As explained in adjustment item No. 16, under U.S. GAAP, both Great Universal ("GU") and Modern Holdings ("Modern") should be consolidated. Presented in the table below are the main line items of MIC's consolidated balance sheets as of December 31, 2003 and 2002 that would be materially impacted had GU and Modern been consolidated.

 
   2003*
   2002*
  
 
   US$ '000

   US$ '000

  
Consolidated total assets under U.S. GAAP   1,460,925   1,133,721  
Impact of consolidation   48,063   71,592  
   
 
 
Consolidated total assets after consolidation   1,508,988   1,205,313  

Consolidated total shareholders' equity under U.S. GAAP
 
(66,006
)
(286,575
)
Impact of consolidation   (2,195 ) (8,611 )
   
 
 
Consolidated total shareholders' equity after consolidation   (68,201 ) (295,186 )
*
as restated, see item 3 for 2001 and 2002 and item 13 for 2003

Comprehensive Income:

        The Company's statement of comprehensive income under U.S. GAAP for the three-year period ended December 31, 2003, 2002 and 2001, is as follows:

 
   2003*
   2002*
   2001*
  
 
   US$ '000

   US$ '000

   US$ '000

  
Net loss under U.S. GAAP   (54,960 ) (320,933 ) (172,126 )
   
 
 
 
Other comprehensive income (loss):              
  Holding gain (loss) excluding effect of sale of marketable securities sold during the year, net of tax(a)   241,163   (37,422 ) (35,616 )
  Holding (loss) gain for securities sold during the year, net of tax(a)   5,597   (131,396 ) 1,949  
  Reclassification adjustment for net (gain) loss realized on sale of marketable securities, net of tax(a)   (5,597 ) 168,818   15,931  
Currency translation reserve   14,923   (37,263 ) (13,510 )
   
 
 
 
Other comprehensive income (loss)   256,086   (37,263 ) (31,246 )
   
 
 
 
Comprehensive income (loss) under U.S. GAAP   201,126   (358,196 ) (203,372 )
   
 
 
 
(a)
The tax impact on these items is $nil in 2003 (2002: $nil; 2001: $nil)

*
as restated, see item 3 for 2001 and 2002 and item 13 for 2003

F-77

Additional Stock Option Disclosure:

        As described above, under U.S. GAAP, the Company accounts for stock options under APB25. Had compensation costs been determined in accordance with SFAS 123, the Company's net income and loss per share would have been adjusted to the following pro forma amounts.

 
   Year ended December 31,
  
 
   2003*
   2002*
   2001*
  
 
   US$ '000

   US$ '000

   US$ '000

  
Net loss, as reported   (54,960 ) (320,933 ) (172,126 )
Add: total stock-based employee compensation expense determined under APB 25 for all awards, net of related tax effects   1,157   (1,308 ) (5,315 )
Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects   (2,579 ) 2,586   (11,564 )
   
 
 
 
Pro forma net loss   (56,382 ) (319,655 ) (189,005 )
   
 
 
 
Loss per share:              
  As reported (basic and diluted)—$   (0.84 ) (4.92 ) (2.64 )
  Pro forma (basic and diluted)—$   (0.86 ) (4.90 ) (2.90 )
*
as restated, see item 3 for 2001 and 2002 and item 13 for 2003

        The fair value of the options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rates of 4.4% (2002: 4.4%), expected lives of 3.5 years, no dividends and expected volatility of 114.9% (2002: 58.4%).

Additional Tax Disclosure:

        The following table presents a reconciliation of the weighted average statutory tax rate and the effective tax rate, as required by Statement of Financial Accounting Standard No. 109, Income Taxes. The information below is presented under IFRS.

 
   2003
   2002
   2001
  
 
   %

   %

   %

  
Weighted average statutory rate   26   19   32  
Items taxed at other than weighted average rate   15   10   11  
Reversal of tax provision   —   —   (10 )
Investment incentive program (Paraguay)   —   —   (2 )
Non taxable items   (19 ) (35 ) (36 )
Utilization of tax loss carry forward   (1 ) (1 ) (1 )
   
 
 
 
Effective rate   21   (7 ) (6 )
   
 
 
 

32. SUBSEQUENT EVENTS

        In January 2004 MIC's Registration of its 2% Senior Convertible PIK Notes due 2006 was declared effective by the U.S. Securities and Exchange Commission.

        On March 25, 2004, MIC announced that it has received approval for a listing of its shares on Stockholmsbörsen (the Stock Exchange in Sweden). Trading commenced on March 30, 2004.

        On February 4, 2004 MIC's subsidiary in Vietnam, Comvik International (Vietnam) AB signed a Memorandum of Understanding with its partner VMS, a subsidiary of the Vietnam Posts and Telecommunications, to confirm their intention to extend the co-operation for the long term.

F-78


        On February 5, 2004 MIC acquired 26% of Millicom Tanzania Ltd from the Government of Tanzania, bringing its ownership to 84%.

        On February 9, 2004, MIC entered into an agreement with Rafsanjan Industrial Complex ("RIC") to manage the network to be owned by RIC under a build, operate and transfer contract (the "BOT Contract") between RIC and Telecommunications Company of Iran ("TCI"). The BOT Contract allows RIC to build and operate a nationwide GSM network (the "Network") for 2 million prepaid subscribers for a period of 11 years. MIC will be paid a share of the revenues generated by the Network. In addition, MIC has been awarded an option to acquire 47% of the company that will operate the Network.

        MIC held an Extraordinary General Meeting of Shareholders on February 16, 2004, which approved a stock split of the issued shares of the Company by exchanging one existing ordinary share with a par value of US$ 6 into four new ordinary shares with a par value of US$ 1.50 which became effective on February 20, 2004.

        On March 8, 2004, the Chairman of the Board of Directors, Mr Ledin passed away peacefully at the age of 66. Mr. Ledin provided great services to MIC contributing to the success of the Group. Mr Johannesson was appointed as new Chairman of the Board of Directors.

        On March 19, 2004, MIC formally requested the Trustee to call the entire outstanding amount of 2% Notes for redemption in cash on April 26, 2004 in accordance with the terms of the Indenture covering the 2% Notes.

33. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

        As mentioned in Note 18, MIC exchanged, on May 8, 2003, $776 million of the 13.5% Senior Subordinated Notes for $562 million of the 11% Senior Notes and $64 million of the 2% PIK Notes, together the "New Notes". MIC's indirectly wholly owned subsidiary, Millicom International Operations B.V. or "MIOBV", will irrevocably and unconditionally guarantee certain payments of the New Notes.

        The following information presents condensed consolidating financial information for MIC, the "Issuer", MIOBV, "the Guarantor", and the other non-guarantor subsidiaries of MIC, the "Non-Guarantor Subsidiaries".

        The Company has not provided reconciliation between IFRS and U.S. GAAP for the columns relating to the Guarantor as such reconciliation would not materially affect an investor's understanding of the nature of the guarantee.

F-79


        Consolidated condensed balance sheets as of December 31, 2003 and 2002 are as follows:

 
   As of December 31, 2003
  
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidation
adjustments
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
ASSETS                      
Non-current assets                      
Property, plant and equipment, net   143   —   590,851   (103,248 ) 487,746  
Investment in securities   2,962   —   1,986,775   (1,485,300 ) 504,437  
Pledged deposits   22,296   —   10,233   (999 ) 31,530  
Deferred taxation   —   —   6,656   (1,430 ) 5,226  
Other non-current assets   314   3   97,035   (10,397 ) 86,955  
Current assets                      
Inventories   —   —   14,271   (3,330 ) 10,941  
Investment in securities   —   —   15,291   —   15,291  
Amounts due from joint ventures   533,729   —   905,919   (1,426,511 ) 13,137  
Time deposits   —   —   32,880   —   32,880  
Cash and cash equivalents   22,738   57   149,368   (23,334 ) 148,829  
Other current assets   5,535   —   216,306   (35,864 ) 185,977  
   
 
 
 
 
 
Total assets   587,717   60   4,025,585   (3,090,413 ) 1,522,949  
   
 
 
 
 
 
LIABILITIES                      
Non-current liabilities                      
Other non-current liabilities   —   —   103,457   —   103,457  
Deferred taxation   —   —   44,219   (10,275 ) 33,944  
Corporate debt   586,959   —   327,635   —   914,594  
Other debt and financing   70,751   96,347   354,754   (395,702 ) 126,150  
Current liabilities                      
Other debt and financing   —   —   141,372   (8,708 ) 132,664  
Trade payables   2,297   —   136,961   (26,494 ) 112,764  
Amounts due to other related parties   125   1,925   1,062,510   (1,063,952 ) 608  
Other liabilities   12,765   94   162,958   (18,440 ) 157,377  
   
 
 
 
 
 
Total liabilities   672,897   98,366   2,333,866   (1,523,571 ) 1,581,558  
   
 
 
 
 
 
EQUITY                      
Total shareholders' equity   (85,180 ) (98,306 ) 1,685,205   (1,586,899 ) (85,180 )
Minority interest   —   —   6,514   20,057   26,571  

F-80

 
   As of December 31, 2002
  
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidation
adjustments
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
ASSETS                      
Non-current assets                      
Property, plant and equipment, net   188   —   604,555   (145,810 ) 458,933  
Investment in securities   —   —   1,585,505   (1,365,119 ) 220,386  
Pledged deposits   36,595   —   5,531   (9,205 ) 32,921  
Deferred taxation   —   —   8,470   —   8,470  
Other non-current assets   498   —   112,420   (12,343 ) 100,575  
Current assets                      
Inventories   —   —   9,685   (2,723 ) 6,962  
Investment in securities   —   —   101,540   —   101,540  
Amounts due from joint ventures   616,844   —   637,790   (1,240,581 ) 14,053  
Time deposits   10,427   —   6,851   (1,078 ) 16,200  
Cash and cash equivalents   6,895   61   86,609   (23,114 ) 70,451  
Other current assets   7,051   —   198,335   (32,758 ) 172,628  
   
 
 
 
 
 
Total assets   678,498   61   3,357,291   (2,832,731 ) 1,203,119  
   
 
 
 
 
 
LIABILITIES                      
Non-current liabilities                      
Other non-current liabilities   —   61,313   24,065   (58,504 ) 26,874  
Corporate subordinated debt   912,539   —   —   —   912,539  
Other debt and financing   —   —   201,383   (42,013 ) 159,370  
Current liabilities                      
Other debt and financing   —   —   161,266   (4,600 ) 156,666  
Trade payable   1,300   —   1,045,230   (955,585 ) 90,945  
Amounts due to shareholders   62   —   3,976   (17 ) 4,021  
Amounts due to other related parties   —   5,714   571,201   (570,428 ) 6,487  
Other liabilities   59,856   6,540   70,132   (18,785 ) 117,743  
   
 
 
 
 
 
Total liabilities   973,757   73,567   2,077,253   (1,649,932 ) 1,474,645  
   
 
 
 
 
 
EQUITY                      
Total shareholders' equity   (295,259 ) (73,506 ) 1,280,038   (1,206,532 ) (295,259 )
Minority interest   —   —   —   23,733   23,733  

F-81

        Consolidated condensed profit and loss accounts for the year ended December 31, 2003, 2002 and 2001 are as follows:

 
   For the year ended December 31, 2003
  
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidation
adjustments
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Revenues   4,228   —   824,879   (182,003 ) 647,104  
Cost of sales   —   —   (212,122 ) (45,880 ) (258,002 )
Sales and marketing   —   —   (94,027 ) 6,452   (87,575 )
General and administrative expenses   (351 ) —   (269,722 ) 161,624   (108,449 )
Gain (loss) from sale of subsidiaries and joint ventures, net   (1,820 ) (7 ) (6,827 ) 10,867   2,213  
Other operating expenses   (22,851 ) (128 ) (4,000 ) (5,797 ) (32,776 )
Loss from investment securities, net   16,866   —   148,219   81,675   246,760  
Net interest   (47,424 ) (373 ) (86,147 ) 3,608   (130,336 )
Exchange gain (loss)   (4,719 ) (143 ) (40,153 ) (587 ) (45,602 )
Charge for taxes   (200 ) (54 ) (67,383 ) 15,268   (52,369 )
Other income   96,748   —   —   380   97,128  
Fair value result on financial instruments   —   6,131   (6,131 ) (84,578 ) (84,578 )
Equity income (loss)   138,346   (17,742 ) —   (120,604 ) —  
Minority interest   —   —   (455 ) (14,240 ) (14,695 )
Net profit (loss) for the year   178,823   (12,316 ) 186,131   (173,815 ) 178,823  

 
 
For the year ended December 31, 2002
 
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidation
adjustments
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Revenues   7,419   —   774,477   (176,710 ) 605,186  
Cost of sales   —   —   (352,061 ) 82,440   (269,621 )
Sales and marketing   —   —   (103,297 ) 22,356   (80,941 )
General and administrative expenses   —   (17,121 ) (232,123 ) 84,541   (164,703 )
Gain (loss) from sale of subsidiaries and joint ventures, net   19,084   17,543   (153,507 ) 205,694   88,814  
Other operating expenses   (20,417 ) (54 ) (6,375 ) (29,576 ) (56,422 )
Loss from investment securities, net   —   —   (299,963 ) —   (299,963 )
Net interest   (55,235 ) (2,799 ) (129,329 ) 14,130   (173,233 )
Exchange gain (loss)   5,387   (30 ) (19,383 ) (9,457 ) (23,483 )
Charge for taxes   (320 ) (33 ) (29,808 ) 7,427   (22,734 )
Other income (charges)(1)   118,698   64,853   (138,526 ) (10,574 ) 34,451  
Equity income (loss)   (459,759 ) (132,791 ) —   592,550   —  
Minority interest   —   —   —   (22,494 ) (22,494 )
Net profit (loss) for the year   (385,143 ) (70,432 ) (689,895 ) 760,327   (385,143 )
(1)
The amount of $118,698,000 recorded in the Issuer results mainly from waivers on intercompany liabilities. In the Guarantor, the other income corresponds mainly to dividends received from joint ventures.

F-82

 
   For the year ended December 31, 2001
  
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidation
adjustments
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Revenues   5,382   —   875,658   (236,470 ) 644,570  
Cost of sales   —   —   (357,640 ) 74,197   (283,443 )
Sales and marketing   —   —   (133,579 ) 38,116   (95,463 )
General and administrative expenses   —   —   (242,641 ) 69,729   (172,912 )
Gain (loss) from sale of subsidiaries and joint ventures, net   (46,327 ) (40,785 ) 9,748   112,411   35,047  
Other operating expenses   (23,874 ) (20 ) (4,830 ) (6,289 ) (35,013 )
Loss from investment securities, net   —   —   (15,931 ) —   (15,931 )
Net interest   (68,947 ) (384 ) (135,434 ) 17,621   (187,144 )
Exchange loss   (19,449 ) —   (17,740 ) 19,876   (17,313 )
Charge for taxes   (79 ) —   (33,444 ) 25,306   (8,217 )
Other income (charges)   15,900   15,880   (10,475 ) (22,735 ) (1,430 )
Equity income (loss)   (659 ) 1,597   —   (938 ) —  
Minority interest   —   —   —   (804 ) (804 )
Net profit (loss) for the year   (138,053 ) (23,712 ) (66,308 ) 90,020   (138,053 )

        Consolidated condensed cash flow statements for the year ended December 31, 2003, 2002 and 2001 are as follows:

 
   For the year ended December 31, 2003
  
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Net cash provided by (used in) operating activities   228,223   17   (43,880 ) 184,360  
   
 
 
 
 

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Proceeds from the disposal of subsidiaries and joint ventures, net of cash disposed   —   —   8,848   8,848  
Proceeds from the disposal of investments in securities   —   —   33,291   33,291  
Purchase of investments in securities   —   —   (45,328 ) (45,328 )
Purchase of tangible assets   —   —   (86,452 ) (86,452 )
(Increase) Decrease in pledged deposits   9,935   —   181   10,116  
(Increase) Decrease in time deposits   10,427   —   (28,223 ) (17,796 )
Cash provided by (used in) other investing activities   (17,510 ) (21 ) 19,263   1,732  
   
 
 
 
 
Net cash provided by (used in) investing activities   2,852   (21 ) (98,420 ) (95,589 )
   
 
 
 
 
Cash flows from financing activities:                  
Proceeds from the issuance of debt   535,967   —   433,640   969,607  
Repayment of debt and other financing   (699,929 ) —   (267,147 ) (967,076 )
Other financing activities   (51,270 ) —   37,101   (14,169 )
   
 
 
 
 
Net cash provided by (used in) financing activities   (215,232 ) —   203,594   (11,638 )
   
 
 
 
 
Cash effect of exchange changes   —   —   1,245   1,245  
   
 
 
 
 
Net increase in cash and cash equivalents   15,843   (4 ) 62,539   78,378  
Cash and cash equivalents, beginning   6,895   61   63,495   70,451  
   
 
 
 
 
Cash and cash equivalents, ending   22,738   57   126,034   148,829  
   
 
 
 
 

F-83

 
   For the year ended December 31, 2002
  
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Net cash provided by (used in) operating activities   36,479   (135 ) 36,237   72,581  
   
 
 
 
 

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Proceeds from the disposal of subsidiaries and joint ventures, net of cash disposed   24,292   —   110,779   135,071  
Proceeds from the disposal of investments in securities   73   —   167,009   167,082  
Purchase of tangible assets   —   —   (135,818 ) (135,818 )
(Increase) Decrease in pledged deposits   (32,203 ) —   15,697   (16,506 )
Cash provided by (used in) other investing activities   (25,748 ) 194   17,390   (8,164 )
   
 
 
 
 
Net cash provided by (used in) investing activities   (33,586 ) 194   175,057   141,665  
   
 
 
 
 

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from the issuance of debt   —   —   182,828   182,828  
Repayment of debt and other financing   —   —   (363,584 ) (363,584 )
Other financing activities   76   —   (19,100 ) (19,024 )
   
 
 
 
 
Net cash provided by (used in) financing activities   76   —   (199,856 ) (199,780 )
   
 
 
 
 
Cash effect of exchange changes   —   —   (291 ) (291 )
   
 
 
 
 
Net increase in cash and cash equivalents   2,969   59   11,147   14,175  
Cash and cash equivalents, beginning   3,926   2   52,348   56,276  
   
 
 
 
 
Cash and cash equivalents, ending   6,895   61   63,495   70,451  
   
 
 
 
 

F-84

 
   For the year ended December 31, 2001
  
 
   Issuer
   Guarantor
   Non-Guarantor
Subsidiaries
   Consolidated
  
 
   US$ '000

   US$ '000

   US$ '000

   US$ '000

  
Net cash provided by (used in) operating activities   (182 ) 724   103,427   103,969  
   
 
 
 
 

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Proceeds from the disposal of subsidiaries and joint ventures, net of cash disposed   —   —   19,251   19,251  
Proceeds from the disposal of investments in securities   —   —   125,196   125,196  
Purchase of tangible assets   —   —   (192,178 ) (192,178 )
(Increase) Decrease in pledged deposits   70,584   —   (109,667 ) (39,083 )
Cash provided by (used in) other investing activities   3,588   (762 ) (83,086 ) (80,260 )
   
 
 
 
 
Net cash provided by (used in) investing activities   74,172   (762 ) (240,484 ) (167,074 )
   
 
 
 
 

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from the issuance of debt   —   —   379,957   379,957  
Repayment of debt and other financing   (115,088 ) —   (243,206 ) (358,294 )
Other financing activities   (1,055 ) 33   1,935   913  
   
 
 
 
 
Net cash provided by (used in) financing activities   (116,143 ) 33   138,686   22,576  
   
 
 
 
 
Cash effect of exchange changes   —   —   1,884   1,884  
   
 
 
 
 
Net (decrease) increase in cash and cash equivalents   (42,153 ) (5 ) 3,513   (38,645 )
Cash and cash equivalents, beginning   46,079   7   48,835   94,921  
   
 
 
 
 
Cash and cash equivalents, ending   3,926   2   52,348   56,276  
   
 
 
 
 

F-85


SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

        Dated April 30, 2004

    MILLICOM INTERNATIONAL CELLULAR S.A.

 
 
By:
/s/  DANIEL JOHANNESSON      
Name: Daniel Johannesson
Title: Chairman

 
 
By:
/s/  MARC BEULS      
Name: Marc Beuls
Title: Chief Executive Officer

i


EXHIBIT INDEX

Exhibit No.
   Description
  1.1   Memorandum and Articles of Association and bylaws of Millicom International Cellular S.A.

  2.1
 
Indenture, dated as of November 24, 2003 between Millicom International Cellular S.A. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form F-4 (File No. 333-112948) filed on February 19, 2004).

  2.2
 
Trust Deed, dated August 7, 2003 between Millicom Telecommunications S.A., Millicom International Cellular S.A. and Deutsche Trustee Company Limited.

  7.1
 
Explanation of the calculation of (loss) earnings per share.

12.1
 
Certification of Marc Beuls filed pursuant to Securities Exchange Act of 1934, as amended (the "Exchange Act") Rule 13a-14(a).

12.2
 
Certification of Bruno Nieuwland filed pursuant to Exchange Act Rule 13a-14(a).

12.3
 
Certification of Judy Tan filed pursuant to Exchange Act Rule 13a-14(a).

13.1
 
Certification of Marc Beuls and Bruno Nieuwland furnished pursuant to Exchange Act Rule 13a-14(b).

14.1
 
Consent of PricewaterhouseCoopers S.àr.l to the incorporation by reference of their report dated March 31, 2004, except for Note 31, as to which the date is April 30, 2004 in the Company's Registration Statement on Form F-3 (File No. 333-111779) and Registration Statement on Form F-4 (File No. 333-112948).



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TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
PART I
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
RISK FACTORS
MIC ASIA
MIC LATIN AMERICA
MIC AFRICA
OTHER INVESTMENTS
PART II
PART III
INDEX TO FINANCIAL STATEMENTS
Millicom International Cellular S.A. Consolidated balance sheets As of December 31, 2003 and 2002
Millicom International Cellular S.A Consolidated statements of profit and loss for the years ended December 31, 2003, 2002 and 2001
Millicom International Cellular S.A Consolidated statements of cash flows for the years ended December 31, 2003, 2002 and 2001
Millicom International Cellular S.A. Consolidated statements of changes in shareholders' equity for the years ended December 31, 2003, 2002 and 2001
Millicom International Cellular S.A. Notes to the consolidated financial statements As of December 31, 2003, 2002 and 2001
SIGNATURES
EXHIBIT INDEX