20-F

As filed with the Securities and Exchange Commission on March 10, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2020

OR

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

For the transition period from                           to                          .

OR

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

Date of event requiring this shell company report                                  

Commission file number: 001-38763

MILLICOM INTERNATIONAL CELLULAR S.A.

(Exact name of Registrant as specified in its charter)

Grand Duchy of Luxembourg
(Jurisdiction of incorporation)

2, Rue du Fort Bourbon,

L-1249 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices)

Mauricio Ramos

President and Chief Executive Officer

Millicom International Cellular S.A.

2, Rue du Fort Bourbon,

L-1249 Luxembourg

Grand Duchy of Luxembourg

Phone: +352-277-59018; +1 786 628 5270; +1 786 628 5303

Email: investors@millicom.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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Title of each class	Name of each exchange on which registered
Common Stock, par value $1.50 per share	The Nasdaq Stock Market LLC

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

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

101,739,217 shares of Common Stock as of December 31, 2020

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Yes ☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer x    Accelerated Filer ☐    Non-accelerated Filer ☐    Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its

Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒ No ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐    U.S. GAAP

x    International Financial Reporting Standards as issued by the International Accounting Standards Board

☐    Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17    ☐ Item 18

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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ No x

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TABLE OF CONTENTS

	PAGE
Presentation of Financial and other Information	6
Forward-Looking Statements	7
PART I	8
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	8
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	8
ITEM 3. KEY INFORMATION	8
A. Selected Financial Data	8
B. Capitalization and Indebtedness	11
C. Reasons for the Offer and Use of Proceeds	11
D. Risk Factors	11
ITEM 4. INFORMATION ON THE COMPANY	34
A. History and Development of the Company	34
B. Business Overview	35
C. Organizational Structure	47
D. Property, Plant and Equipment	48
Item 4A. Unresolved Staff Comments	50
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	50
A. Operating Results	50
B. Liquidity and Capital Resources	66
C. Research and Development, Patents and Licenses, etc	71
D. Trend Information	71
E. Off-Balance Sheet Arrangements	71
F. Tabular Disclosure of Contractual Obligations	71
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	72
A. Directors and Senior Management	72
B. Compensation	74
C. Board Practices	92
D. Employees	94
E. Share Ownership	94
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	95
A. Major Shareholders	95
B. Related Party Transactions	95
C. Interests of Experts and Counsel	98
ITEM 8. FINANCIAL INFORMATION	98
A. Consolidated Statements and Other Financial Information	98
B. Significant Changes	99
ITEM 9. THE OFFER AND LISTING	100
A. Offer and Listing Details	100
B. Plan of Distribution	100
C. Markets	100

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D. Selling Shareholders	100
E. Dilution	100
F. Expenses of the Issue	100
ITEM 10. ADDITIONAL INFORMATION	100
A. Share Capital	100
B. Memorandum and Articles of Association	100
C. Material Contracts	103
D. Exchange Controls	104
E. Taxation	105
F. Dividends and Paying Agents	111
G. Statement by Experts	111
H. Documents on Display	111
I. Subsidiary Information	111
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK	111
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	114
A. Debt Securities	115
B. Warrants and Rights	115
C. Other Securities	115
D. American Depositary Shares	115
PART II	115
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	115
A. Defaults	115
B. Arrears and Delinquencies	115
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	115
ITEM 15. CONTROLS AND PROCEDURES	115
A. Disclosure Controls and Procedures	115
B. Management's Annual Report on Internal Control over Financial Reporting	115
C. Attestation Report of Independent Registered Public Accounting Firm	115
D. Changes in Internal Control over Financial Reporting	115
ITEM 16. [RESERVED]	115
Item 16A. Audit Committee Financial Expert	118
Item 16B. Code of Ethics	118
Item 16C. Principal Accountant Fees and Services	118
Item 16D. Exemptions from the Listing Standards for Audit Committees	118
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	118
Item 16F. Change in Registrant's Certifying Accountant	119
Item 16G. Corporate Governance	119
Item 16H. Mine Safety Disclosure	119
PART III	119
ITEM 17. FINANCIAL STATEMENTS	119
ITEM 18. FINANCIAL STATEMENTS	119
ITEM 19. EXHIBITS	120

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial statement information

We have included in this Annual Report the Millicom Group’s (as defined below) audited consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018. The Millicom Group’s financial statements included herein and the accompanying notes thereto have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). We end our fiscal year on December 31. References to fiscal 2020, fiscal 2019 and fiscal 2018 refer to the years ended December 31, 2020, 2019 and 2018, respectively.

Comunicaciones Celulares, S.A. (“Comcel”), our principal Guatemala joint venture company in which we hold a 55% ownership interest but which we do not control, met the income threshold as a significant investee accounted for by the equity method for purposes of Rule 3-09 of Regulation S-X for the years ended December 31, 2020, 2019 and 2018.  The financial statements for Comcel are included in Exhibit 99.1 to this Annual Report.

Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker to make strategic and operational decisions from both a business and geographic perspective. The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. The Millicom Group has businesses in two main regions, Latin America and Africa, which constitute our two segments. Our Latin America segment includes our Guatemala and Honduras joint ventures as if they were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters and to provide increased transparency to investors on those operations. Our Africa segment does not include our joint venture in Ghana because our management does not consider it a strategic part of our group.

Presentation of data

We present operational and financial data in this Annual Report. Operational data, such as the number of customers, unless otherwise indicated, are presented for the Millicom Group, including our subsidiaries and excluding Guatemala and Honduras joint ventures and our Ghana joint venture, unless otherwise stated. Latin America ("Latam") figures include Honduras and Guatemala as if they are fully consolidated by the Group, as this reflects the way management reviews and uses internally reported information to make decisions. We exclude Ghana joint venture from the Africa operational data because, unlike our other joint ventures, we do not consider it a strategic part of our Group. Financial data is presented either at a consolidated level or at a segmental level, as derived from our financial statements, including the notes thereto.

We have made rounding adjustments to reach some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an exact arithmetic aggregation of the figures that preceded them and percentage calculations using these adjusted figures may not result in the same percentage values as are shown in this Annual Report.

Certain references

Unless the context otherwise requires, references to the “Company” or “MIC S.A.” refer only to Millicom International Cellular S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, and the terms “Millicom,” “Millicom Group,” “our Group”, “we”, “us” and “our” refer to Millicom International Cellular S.A. and its consolidated subsidiaries and, where applicable, its joint ventures in Guatemala and Honduras.

Unless otherwise indicated, all references to “U.S. dollars,” “dollars” or “$” are to the lawful currency of the United States of America; all references to “Euro” or “€” are to the lawful currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; and all references to “Swedish Krona” or “SEK” are to the lawful currency of the Kingdom of Sweden. For a list of the functional currency names and abbreviations in the markets in which we operate, see the introduction to the notes to our audited consolidated financial statements.

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FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

This Annual Report contains statements that constitute “forward-looking” statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended. This Annual Report contains certain forward-looking statements concerning our intentions, beliefs or current expectations regarding our future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the industries and countries in which we operate. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries and the economic, political and legal environments in which we operate and other information that is not historical information.

Many of the forward-looking statements contained in this Annual Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. These statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intent, belief or current expectations with respect to:

•global economic conditions and foreign exchange rate fluctuations as well as local economic conditions in the markets we serve;

•potential disruption due to diseases, pandemics, political events, piracy or acts by terrorists, including the impact of the outbreak of the COVID-19 virus and the ongoing efforts throughout the world to contain it;

•telecommunications usage levels, including traffic and customer growth;

•competitive forces, including pricing pressures, the ability to connect to other operators’ networks and our ability to retain market share in the face of competition from existing and new market entrants as well as industry consolidation;

•legal or regulatory developments and changes, or changes in governmental policy, including with respect to the availability of spectrum and licenses, the level of tariffs, laws and regulations which require the provision of services to customers without charging or the ability to disconnect such services during the COVID-19 pandemic, tax matters, the terms of interconnection, customer access and international settlement arrangements;

•adverse legal or regulatory disputes or proceedings;

•the success of our business, operating and financing initiatives and strategies, including partnerships and capital expenditure plans;

•the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new markets, the successful deployment of new systems and applications to support new initiatives;

•relationships with key suppliers and costs of handsets and other equipment;

•our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely and cost-effective manner and achieve the expected benefits of such transactions;

•the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the ability to achieve cost savings and realize productivity improvements;

•technological development and evolving industry standards, including challenges in meeting customer demand for new technology and the cost of upgrading existing infrastructure;

•the capacity to upstream cash generated in operations through dividends, royalties, management fees and repayment of shareholder loans;

•other factors or trends affecting our financial condition or results of operations; and

•various other factors, including without limitation those described under “Item 3. Key Information—D. Risk Factors.”

This list of important factors is not exhaustive. You should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environments in which we operate. Forward-looking statements are only our current expectations and are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and

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uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including, but not limited to, those identified under the section of this Annual Report entitled “Item 3. Key Information—D. Risk Factors.” These risks and uncertainties include factors relating to the markets in which we operate and global economies, securities and foreign exchange markets, which exhibit volatility and can be adversely affected by developments in other countries, factors relating to the telecommunications industry in the markets in which we operate and changes in its regulatory environment, and factors relating to the competitive markets in which we operate.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable to Annual Report filing.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable to Annual Report filing.

ITEM 3. KEY INFORMATION

A.    Selected Financial Data

Historical financial information

The following tables present selected historical financial data for the Millicom Group. The statement of income data for the Millicom Group set forth below for the years ended December 31, 2020, 2019 and 2018 and the statements of financial position data set forth below as of December 31, 2020 and 2019 are derived from the Millicom Group’s audited consolidated financial statements included elsewhere in this Annual Report. The statement of income data for the years ended December 31, 2017 and 2016 and statement of financial position data as of December 31, 2018, 2017 and 2016 are derived from the Millicom Group’s audited consolidated financial statements not included in this Annual Report.

Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker to make strategic and operational decisions from both a business and geographic perspective. The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. The Millicom Group has businesses in two main regions, Latin America and Africa, which constitute our two segments. Our Latin America segment includes the Guatemala and Honduras joint ventures as if they were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters and to provide increased transparency to investors on those operations. Our Africa segment does not include our joint venture in Ghana, because our management does not consider it a strategic part of our group.

You should read this selected financial data together with “Item 5. Operating and Financial Review and Prospects” and the financial statements and accompanying notes included in this Annual Report. The historical results are not necessarily indicative of the Millicom Group’s future results of operations or financial condition.

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Selected statement of income data

	December 31
	2020	2019 (i)	2018(i) (ii)	2017(i) (ii)	2016 (i) (ii)
	(U.S. dollars in millions)
Revenue	4,171	4,336	3,946	3,936	3,876
Cost of sales	(1,171)	(1,201)	(1,117)	(1,169)	(1,142)
Gross profit	3,000	3,135	2,829	2,767	2,735
Operating expenses	(1,505)	(1,604)	(1,616)	(1,531)	(1,552)
Depreciation	(890)	(825)	(662)	(670)	(648)
Amortization	(318)	(275)	(140)	(142)	(171)
Share of profit in the joint ventures in Guatemala and Honduras	171	179	154	140	115
Other operating income (expenses), net	(12)	(34)	75	69	(13)
Operating profit	446	575	640	632	465
Interest and other financial expenses	(624)	(564)	(367)	(389)	(366)
Interest and other financial income	13	20	21	16	21
Other non-operating (expenses) income, net	(106)	227	(39)	(2)	21
Profit (loss) from other joint ventures and associates, net	(1)	(40)	(136)	(85)	(49)
Profit (loss) before taxes from continuing operations	(271)	218	119	172	92
Tax (charge) credit, net	(102)	(120)	(112)	(162)	(176)
Profit (loss) from continuing operations	(373)	97	7	10	(84)
Profit (loss) from discontinued operations, net of tax	(12)	57	(33)	60	(6)
Net profit (loss) for the period	(385)	154	(26)	69	(90)
Attributable to:
Owners of the Company	(344)	149	(10)	87	(32)
Non-controlling interests	(41)	5	(16)	(17)	(58)
Earnings (loss) per common share for profit (loss) attributable to the owners of the Company:	(3.40)	1.48	(0.10)	0.86	(0.32)
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company	(3.28)	0.92	0.23	0.27	(0.26)

(i)    IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.

    2019 figures also include the impact of our acquisitions: one full year of Cable Onda acquired at the end of 2018, 8 months of Telefonia Celular de Nicaragua and 4 months of Telefonica Moviles Panama, S.A. each acquired in 2019. See note A.1.2. in the notes to our audited consolidated financial statements.

(ii)    IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable.

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Selected statement of financial position data

	December 31
	2020	2019(i) (ii)	2018(ii) (iii)	2017(ii) (iii)	2016(ii) (iii)
	(U.S. dollars in millions)
Assets
Total non-current assets	10,114	10,238	8,785	7,646	7,961
Total current assets	2,307	2,652	1,525	1,585	1,661
Assets held for sale	1	5	3	233	5
Total assets	12,422	12,895	10,313	9,464	9,627
Equity and Liabilities
Total non-current liabilities	7,540	7,797	4,845	4,116	4,361
Total current liabilities	2,608	2,417	2,676	1,989	1,898
Liabilities directly associated with assets held for sale	—	—	—	79	—
Total liabilities	10,148	10,215	7,521	6,183	6,258
Equity attributable to owners of the Company	2,059	2,410	2,542	3,096	3,167
Non-controlling interests	215	271	251	185	201
Total equity	2,274	2,680	2,792	3,281	3,368
Total equity and liabilities	12,422	12,895	10,313	9,464	9,627

(i)    Restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (See note A.1.2.).

(ii)    IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.

(iii)    IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable.

	As of and for the year ended December 31,
	2020	2019	2018	2017	2016
Share capital	153	153	153	153	153
Number of shares (in thousands)	101,739	101,739	101,739	101,739	101,739
Dividend declared per share (over the period)	—	2.64	2.64	2.64	2.64
Diluted net income (loss) per share (over the period) attributable to the owners of the Company	(3.40)	1.48	(0.10)	0.86	(0.32)

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Other revenue data

In addition to consolidated revenue data, the following table sets forth for the periods indicated certain segment revenue data, which has been extracted from note B.3 to our audited consolidated financial statements, where segment data is reconciled to consolidated data:

	Year ended December 31,
	2020	2019 (i)	2018(i) (ii)	2017 (i) (ii)	2016 (i) (ii)
Consolidated:
Mobile revenue	2,116	2,150	2,126	2,147	2,182
Cable and other fixed services revenue	1,803	1,928	1,565	1,551	1,437
Other revenue	52	51	43	38	36
Total service revenue	3,971	4,130	3,734	3,737	3,655
Telephone and equipment	201	206	212	199	221
Total Consolidated Revenue	4,171	4,336	3,946	3,936	3,876
Latin America segment:
Mobile revenue	3,220	3,258	3,214	3,283	3,318
Cable and other fixed services revenue	2,097	2,197	1,808	1,755	1,611
Other revenue	60	60	48	40	37
Total service revenue	5,377	5,514	5,069	5,078	4,966
Telephone and equipment	466	449	415	363	386
Latin America Segment Revenue	5,843	5,964	5,485	5,441	5,352
Africa segment:
Mobile revenue	357	372	388	374	380
Cable and other fixed services revenue	8	9	10	9	15
Other revenue	1	1	1	2	3
Total service revenue	366	382	398	385	398
Telephone and equipment	—	—	—	1	—
Africa Segment Revenue	366	382	399	386	398

(i)    IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction - New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.

(ii)    IFRS 15 and IFRS 9 were adopted as of January 1, 2018, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable.

B.    Capitalization and Indebtedness

Not applicable to Annual Report filing.

C.    Reasons for the Offer and Use of Proceeds

Not applicable to Annual Report filing.

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D.    Risk Factors

In addition to the other information contained in this Annual Report, you should carefully consider the following risk factors before investing in our shares. The risks and uncertainties we describe below are not the only ones we face. Additional risks and uncertainties of which we are not aware or that we currently believe are less material may also adversely affect the business, financial condition and results of operations, cash flows or prospects of the Millicom Group. If any of the possible events described below were to occur, the business, financial condition and results of operations of the Millicom Group could be materially and adversely affected. If that happens, the market price of our shares could decline, and you could lose all or part of your investment.

This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this Annual Report.

The risk factors described in this section have been separated into four separate but interrelated areas:

1.Risks related to the telecommunication and cable industries

2.Risks related to Millicom’s businesses in the markets in which it operates

3.Risks related to Millicom’s size, structure and leadership

4.Risks related to share ownership, governance practices, and registration with the Securities and Exchange Commission

1.Risks related to the telecommunication and cable industries

a.Evolution of the telecommunications and cable industries

The telecommunications industry is characterized by rapid technological change and continually evolving industry standards.

The telecommunications industry is characterized by rapidly changing technology and evolving industry standards. The technology we use is increasingly complex, which leads to higher risks of implementation failure or service disruption. Success in the industry is increasingly dependent on the ability of operators to adapt to the changing technological landscape. The technologies utilized today may become obsolete or subject to competition from new technologies in the future. For example, our 3G or 4G services may become obsolete when appropriate devices become available and affordable for consumers and consumers upgrade to 5G services.

Growth in internet connectivity has led to the proliferation of entrants offering Voice over Internet Protocol (“VoIP”) services and video content services delivered over the internet. Such operators could displace the services we provide by using our customers’ internet access (which may or may not be provided by us) to enable the provision of communication, entertainment and information services directly to our customers. Failure to transform to data-driven products could have a negative impact on our legacy services and impact our results from operations.

Our ability to attract and retain customers is, in part, dependent on our ability to meet customer demand for new technology at the same, or at a quicker rate, than our competitors are able to do.

Failure to adapt and evolve could harm our competitive position, render our products obsolete and cause us to incur substantial costs to replace our products or implement new technologies.

Implementing new technologies requires substantial investments which may not generate expected returns.

The introduction of new technologies may require significant capital expenditure on infrastructure and there can be no guarantee that those investments will generate expected returns. As customers reduce their use of mobile voice and short message service (“SMS”) services, there may not be a corresponding increase in their data use or revenue generated from data use.

If we cannot successfully develop and operate our mobile, cable and broadband networks and distribution systems, we will be unable to expand our customer base and may lose market share and revenue.

Our ability to increase or maintain our market share and revenue is partly dependent on the success of our efforts to expand our business, the quality of our services and the management of our networks and

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distribution systems. As new technologies are developed or upgraded, such as advanced 4G systems, including 4G LTE, 5G systems, and fiber optic cable networks, our equipment may need to be replaced or upgraded or we may need to rebuild our mobile, cable or broadband network, in whole or in part.

The initial build-out of our networks and distribution systems and sustaining sufficient network performance and reliability is a capital-intensive process that is subject to risks and uncertainties which may delay the introduction of services and increase the cost of network construction or upgrade. Such uncertainties include constraints on our ability to fund additional capital expenditures, as well as external forces, such as obtaining necessary permits and spectrum from regulatory and other local authorities.

Unforeseeable technological developments may also render our services or distribution channels unpopular with customers or obsolete. To the extent we fail to expand, upgrade and modernize our networks and distribution systems on a timely basis relative to our competitors, we may not be able to expand our customer base and we may lose customers to competitors.

b.Content and content rights

We make long-term content and service commitments in advance even though we cannot predict the popularity of the services or ratings the programming will generate and our mobile applications and cable content may not be accepted or widely used by our customers.

We acquire rights to distribute certain content or services for use by our mobile, paid TV and broadband customers, and we have strategic partnerships with major digital players, such as Amazon. We make long–term commitments in advance even though we cannot predict the popularity of the services or ratings the programming will generate. In some instances, our commitments include minimum guarantees, which means that we are required to pay a certain agreed upon amount regardless of the amount collected from the provision of such services. The commercial success of applications or content also depends on the quality and acceptance of other competing applications or content released into the marketplace at or near the same time.

The success of our pay-TV services depends on our ability to access an attractive selection of television programming from content providers.

The ability to provide movie, sports and other popular programming is a major factor that attracts customers to pay-TV services. We may not be able to obtain sufficient high-quality programming from third-party producers or exclusive sports content for our cable TV services on satisfactory terms or at all in order to offer compelling cable TV services, which could result in reduced demand for, and lower revenue and profitability from, our cable services.

Content and programming costs are rising (especially those with exclusivity rights) and we may not be able to pass the increased costs on to our customers.

In recent years, the cable and pay-TV industry has experienced a rapid escalation in the cost of content rights and programming. We expect these costs may continue to increase, particularly those related to exclusive and live broadcasts of sporting and other events. We may not be able to moderate the growth in these costs or fully pass these on to our customers in the form of price increases.

Consumers are increasingly able to choose from a variety of platforms from which to receive content and programming.

A number of content providers have begun to sell their services through alternative distribution channels including IP-based platforms, smart-TVs and other app-compatible devices. Consumers may choose to purchase on-demand content through these alternative transmission methods, which may lead to reduced demand for our pay-TV services.

We may be subject to legal liability associated with providing online services or media content.

We host and provide a wide variety of services and products that enable our customers to conduct business, and engage in various online activities. The law relating to the liability of providers of these online services and products for the activities of their customers is still unsettled in some jurisdictions. Claims may be threatened or brought against us for defamation, negligence, breaches of contract, copyright or trademark infringement, unfair competition, tort, including personal injury, fraud, or other theories based on the nature and content of information that we use and store. In addition, we may be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have made available within our services violates applicable law or third-party rights.

We also offer third-party products, services and content. We may be subject to claims concerning these products, services or content by virtue of our involvement in marketing, branding, broadcasting, or providing access to them, even if we do not ourselves host, operate, provide, or provide access to these

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products, services or content. Defense of any such actions could be costly and involve significant time and attention of our management and other resources, may result in monetary liabilities or penalties, and may require us to change our business in an adverse manner.

c.Licenses and spectrum

Available spectrum is limited, closely regulated and increasingly expensive.

The availability of spectrum is limited, closely regulated and can be expensive, and we may not be able to obtain it from the regulator or third parties at all or at a price that we deem to be commercially acceptable given competitive conditions. If we acquire spectrum through acquisition, regulators may require us to surrender spectrum to secure regulatory approval. We may need to incur significant capital expenditures in order to acquire or renew licenses or access infrastructure needed to continue to offer services to our customers or improve our current services.

Additional or supplemental licenses may be required to implement 5G technology in order to remain competitive, and we may be unable to acquire such licenses on reasonable terms or at all.

We may not be able to acquire or retain sufficient quantities of spectrum in our preferred band(s) which could impact the quality and efficiency of our networks and services and may negatively impact our profitability.

Our licenses may be suspended or revoked and we may be fined or penalized for alleged violations of law or regulations.

If we fail to comply with the conditions of our licenses or with the requirements established by the legislation or if we do not obtain permits for the operation of our networks and equipment, use of frequencies or additional licenses for broadcasting directly or through agreements with broadcasting companies, we may not have sufficient opportunity to cure any non-compliance. In the event that we do not cure any non-compliance, the applicable regulator may: levy fines; suspend or terminate our licenses, frequency permissions, or other governmental permissions or; refuse to renew licenses that are up for renewal. For example, legislation in Tanzania requires telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a public offering. We have not yet complied with this requirement and the maximum penalty for non-compliance could include a revocation of our telecommunications licenses in Tanzania.

Most of our licenses are granted for finite periods.

Most of our licenses are granted for specified terms, and we have no assurance that any license will be renewed upon expiration. Licenses due to expire in the medium-to-near term include our mobile telecommunications licenses in Paraguay (2021, 2022 and 2023), Nicaragua (2023) and Colombia (2021 and 2023). In El Salvador, we have been in the process of renewing certain portions of the 3.5 GHz band with local coverage (not at a national level), which expired in 2018-2020. However, the regulator has shown an interest in reorganizing the band to prepare it for an auction for spectrum with national coverage during the second half of 2021. Other portions of the 3.5 GHz band will expire during 2026 and 2027.

Other licenses due to expire include our license for data transmission and DTH services in Honduras (2022 and 2024), concessions to operate telephone services and pay-TV services in Panama (2022 and 2024) and spectrum licenses for fixed wireless services in Paraguay (2024). In Tanzania, our national and international applications services licenses are due to expire in 2022 and 2030, respectively.

Licenses may contain additional obligations.

Licenses may contain additional obligations, including payment obligations, requirements to cover reduced service areas or permit a more limited scope of service (for example, around prisons in El Salvador and Honduras). The cost of extending coverage to reduced service areas may exceed the revenue generated from providing such services. Licenses may also contain coverage obligations, like in Colombia where recent 700 MHz frequency acquisitions were paid partly with cash and partly by committing to provide coverage to 1,636 districts over the course of 5 years. In addition, increased regulations may impose additional obligations on operators and these obligations may affect the retention and renewal of licenses or spectrum. For more information, see “Item 4. Information on the Company—B. Business Overview—Regulation.”

d.Quality and resilience of networks and service

Equipment and network systems failures, including as a result of a natural disaster, sabotage or terrorist attack, could negatively impact our business.

Our business is dependent on certain sophisticated critical systems, including exchanges, switches, fiber, cable headends, data centers and other key network elements, physical infrastructure and billing and

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customer service systems. Our technological infrastructure is vulnerable to damage and disruptions from numerous events, including fire, flood, windstorms and other natural disasters, power outages, terrorist acts, equipment and system failures, human errors and intentional wrongdoings, including breaches of our network and information technology security. Ongoing risks to our network include state sponsored censorship, sabotage, theft and poor equipment maintenance.

Inability to manage a crisis could harm our brand and lead to increased government obligations in the future.

Telecommunications networks provide essential support to first responders and government authorities in the event of natural disasters, terrorist attacks, pandemics and other similar crises. If we fail to develop and implement detailed business continuity and crisis management plans, we may be unable to provide service at the level that is required or perceived to be required by the government, the regulator, our customers and by the public at large, and this could lead to new and burdensome regulatory obligations in the future.

e.Regulation

The telecommunications and broadcasting market is heavily regulated.

The licensing, construction, ownership and operation of mobile telephone, broadband and cable TV networks, and the grant, maintenance and renewal of the required licenses or permits, as well as radio frequency allocations and interconnection arrangements, are regulated by national, state, regional or local governmental authorities in the markets in which we operate, which can lead to disputes with government regulators. For example, the Colombian regulator previously challenged Colombia Móvil’s license fee, stating that it should be a significantly higher amount than we had recorded, although Colombia Móvil prevailed.

Certain other aspects of mobile telephone operations, including rates charged to customers, resale of mobile telephone services, and user registrations may be subject to public utility regulation in each market. Also, because of our market share, regulators could impose asymmetric interconnection or termination rates, which could undermine our competitive position in the markets in which we operate. Additionally, in light of the COVID-19 pandemic, governments in several of our markets have discussed and/or imposed obligations to provide free service or limitations on our ability to collect sums due from customers. Specifically, several countries prohibited the disconnection of customers with past due accounts for an extended period. Any such measures could once again significantly impact our revenues and/or collections.

Changes in regulations may subject us to legal proceedings and regulatory actions and may disrupt our business activities.

For example, since 2014, mobile operators in El Salvador and Honduras have been required to shut down services or reduce signal capacity in and around prisons. Similar laws have been enacted in Guatemala, although these were later nullified.

Regulations which make it commercially unviable to subsidize our mobile customers’ handsets, or set an expiry date on when our customers must use their prepaid minutes, data or SMS bundles, could reduce revenue and margins for mobile services. For example, in 2015, the regulator in Colombia determined that handsets and telecommunication services could not be bundled and had to be invoiced separately. This had a direct impact on handset affordability and caused a sharp decline in our handset sales. In 2016, the regulator in Paraguay extended the unused prepaid data allowance from 30 to 90 days, which impacted the frequency at which a portion of our prepaid customers purchase additional data allowances from us. In 2019, the Legislative Assembly in El Salvador made a reform to the Consumer Protection Law, which required a change in the telecommunication companies' commercial activities. It demanded the maintenance for up to 90 days of unused data allowances and prohibited automatic renewals, changing our financial results. Additionally, it banned broadcasts and collection activities outside business hours, impacting our clients' churn trends and payment behavior.

Our Mobile Financial Services (“MFS”) product may be subject to new legislation and regulation.

In most markets in which we have launched MFS, the regulations governing our MFS are new and evolving, and, as they develop, regulations could become more onerous, imposing additional reporting or controls or limiting our flexibility to design new products, which may limit our ability to provide our services efficiently or at all. We may not be able to modify our service provision in time to comply with any new regulatory requirements, or new regulation may be applied retroactively.

For more information on the regulatory environment in the markets in which we operate, see “Item 4. Information on the Company—B. Business Overview—Regulation.”

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f.Cyber security and data protection

Cyber-attacks may cause equipment failures that render our networks or systems inoperable and could cause disruptions to our customers’ operations.

Cyber-attacks, including through the use of malware, computer viruses, dedicated denial of services attacks, credential harvesting, social engineering and other means for obtaining unauthorized access to or disrupting the operation of our networks and systems and those of our suppliers, vendors and other service providers, could have an adverse effect on our business. Ransomware attacks are a type of cyber-attack in which a business becomes unable to access its own information and is presented with a demand to pay a ransom in order to once again have access to its information. Cyber-attacks may cause equipment failures as well as disruptions to our or our customers' operations. Cyber-attacks against companies, including Millicom, have increased in frequency, scope and potential harm in recent years.

The inability to operate or use our networks and systems or those of our suppliers, vendors and other service providers as a result of cyber-attacks, even for a limited period of time, may result in significant expenses to Millicom and/or a loss of market share to other communications providers. The costs associated with a major cyber-attack on Millicom could include expensive incentives offered to existing customers and business partners to retain their business, increased expenditures on cybersecurity measures and the use of alternate resources and lost revenue from business interruption and litigation.

Cyber-attacks could result in data loss or other security breaches.

Our business involves the receipt, storage, and transmission of confidential information, including sensitive personal information and payment card information, confidential information about our employees and suppliers, and other sensitive information about Millicom, such as our business plans, transactions and intellectual property. Unauthorized access to confidential information may be difficult to anticipate, detect, or prevent. We may experience unauthorized access or distribution of confidential information by third parties or employees, errors or breaches by third party suppliers, or other breaches of security that compromise the integrity of confidential information. As many companies do, Millicom has experienced occurrences of denial of service, phishing, attempted ransomware attacks, and internal and external malicious actors targeting our systems and networks.

Our control environment and controls may not be sufficient to prevent or rapidly detect and respond to cyber-attacks, or identify the perpetrators of such attacks.

The perpetrators of cyber-attacks are not restricted to particular groups or persons. These attacks may be committed by company employees or external actors operating in any geography, including jurisdictions where law enforcement measures to address such attacks are unavailable or ineffective, and may even be launched by or at the behest of nation states. Cyber-attacks may occur alone or in conjunction with physical attacks, especially where disruption of service is an objective of the attacker.

We collect and process sensitive customer data.

We increasingly collect, store and use customer data that is protected by data protection laws. Data privacy laws and regulations apply broadly to the collection, use, storage, disclosure and security of personal information that identifies or may be used to identify an individual, such as names and contact information. Many countries have additional laws that regulate the processing, retention and use of communications data (both content and metadata), and in some countries, authorities can intercept communications, sometimes directly or without our knowledge. These laws and regulations are subject to frequent revisions and differing interpretations, and have generally become more stringent over time.

Requests from local law enforcement for customer data may also come into conflict with applicable data privacy laws and customer expectations, creating risks to our local businesses arising from our responses to these requests.

Since we may offer certain services accessed by, or provided to customers within, the European Union and the State of California in the United States, we may be subject to the European Union and California data protection regulations known as the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA), respectively, which impose significant penalties for non-compliance.

In addition, some of the countries in which we operate are considering or have passed legislation imposing data privacy requirements that could increase the cost and complexity of providing our services. Although we take precautions to protect data, we may fail to do so and certain data may be leaked or otherwise used inappropriately.

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g.Competition

Our industry is experiencing consolidation that may intensify competition among operators.

The telecommunications and cable industry has been characterized by increasing consolidation and a proliferation of strategic transactions. As a result, we are increasingly competing with larger competitors that may have substantially greater resources than we do. We expect this consolidation and strategic partnering to continue. Acquisitions or strategic relationships could harm us in a number of ways. For example:

•competitors could acquire or enter into relationships with companies with which we have strategic relationships and discontinue our relationship, resulting in the loss of distribution opportunities for our services or the loss of certain enhancements or value-added features to our services;

•a competitor could be acquired by a party with significant resources and experience that could increase the ability of the competitor to compete with our services, as was the case in Guatemala recently when America Movil acquired the mobile business of Telefonica; and

•other companies with related interests could combine to form new, formidable competition, which could preclude us from obtaining access to certain markets or content, or which could dramatically change the market for our services.

Consumers in our industry can change service providers relatively easily at little to no cost, which renders the competition for subscribers between operators intense.

If new competitors enter into our markets or existing competitors offer more competitively priced products or services, such as eliminating installation fees, subsidizing handsets, modems, wireless routers or set-top boxes, or offering content, channels or applications that we do not offer, our customers may move to another operator. Most of our mobile customers are prepaid, which allows them to switch operators at any time without monetary penalty, and some of our cable operator competitors incentivize customers to accept longer contracts, making it difficult to subsequently switch operators.

Some of our customers use devices with dual SIM card capability, allowing them to also utilize our competitors' services, which may negatively affect our mobile revenue. If we are unable to develop strategies to encourage customers to retain us as their primary or sole provider, we could lose a larger percentage of our revenue to our competitors. Mobile number portability in our markets removes a disincentive to changing providers and increases competition and churn. As devices with eSIMs are introduced in our markets, allowing customers to change providers without changing their SIM cards, churn and pricing competition among providers may also increase.

If we are unable to compete effectively and match or mitigate our competitors' strategies or aggressive competitive behavior, in pricing our services or acquiring new and preferred customers, or if we are unable to develop strategies to encourage customers to retain us as their primary or sole provider, we could suffer adverse revenue impacts or higher costs for customer retention, which could, individually or together, have a material adverse effect on our business, financial condition and results of operations.

Consumers in the telecommunications industry now have many alternative means of communicating.

The proliferation of VoIP offerings and other services delivered over the internet (referred to as “Over-The-Top” or “OTT” services) for voice, instant messaging, and content has significantly increased competitive risk and has driven down revenue from legacy voice and SMS services. While these alternative communication methods require usage of data, there are no guarantees that consumers will use our networks to obtain data services.

h.Environment and sustainability

Failure to comply with environmental requirements could result in monetary fines, reputation damage or other obligations.

Certain of our business operations are subject to environmental laws and regulations since they involve fuel consumption, carbon dioxide emission, and disposal of network equipment and old electronics. Environmental requirements have become more stringent over time and pending or proposed new regulations could impact our operations or costs.

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i.Supplier management

We are dependent on key suppliers to provide us with products and devices.

We rely on handset distributors, manufacturers and application developers to provide us with the handsets, hardware and services demanded by our customers. The key suppliers of our handsets and set-top boxes, in terms of both volume of sales and importance to our operations, are Samsung, Huawei, Apple, Motorola, BMobile, Alcatel, Bold, Sky, LG, Xiaomi, Commscope, and Kaon. We import directly, or we source our handsets through resellers in our markets such as Brightstar Corp.

We are dependent on key suppliers to provide us with networks and systems.

We seek to standardize our network equipment to ensure compatibility, ease equipment replacement and reduce downtime of our network and contract with a limited number of international suppliers to achieve economies of scale, which means that we rely on a limited number of manufacturers to provide network and telecommunications equipment and technical support. The key suppliers of equipment and software for our existing networks are Huawei, Arris, Ericsson, NEC, Nokia, Harmonic, Intraway and VMWare.

We have limited influence over these key suppliers and, even less over their suppliers and continuity of their supply chains, which could be disrupted in many ways. Therefore we cannot assure you that we will be able to obtain required products or services on favorable terms or at all.

International actions including trade sanctions could disrupt or otherwise negatively impact our supply chain.

In May 2019, the U.S. government announced executive action that could impact our ability to continue obtaining products or services required to operate our networks from suppliers such as Huawei. In November 2019, the U.S. Department of Commerce issued a proposed rule which does not specifically ban all purchases from these suppliers. The proposed rule has not been finalized yet. Although the extent and potential consequences of this proposed rule remain uncertain, it may have a material and adverse effect on our ability to maintain and expand our networks and business. There are a number of alternative suppliers available to us; however, if we are unable to obtain adequate alternative supplies of equipment or technical support in a timely manner, on acceptable commercial and pricing terms, our ability to maintain and expand our networks and business may be materially and adversely affected.

We rely on interconnection and capacity agreements, the terms of which could be made less favorable due to market participants or regulatory changes.

Interconnection and capacity agreements are required to transmit voice and data to and from our networks. Our ability to provide services would be hampered if our access to local interconnection and international capacity was limited, or if the commercial terms or costs of interconnect and capacity agreements with other local, domestic and international carriers of data and communications were significantly altered, or if an operator is not able to provide interconnection due to operation and maintenance issues or natural disasters.

We depend upon certain third parties to operate and maintain parts of the networks we use, including certain towers and network infrastructure, and related services.

We have sold and leased back a significant number of our towers, including in El Salvador, Colombia, Tanzania and Paraguay, as further discussed under “Item 4. Information on the Company—D. Property, Plant and Equipment—Tower infrastructure,” and we may engage in similar transactions in the future in our other markets.

We have entered into managed services agreements in certain of our markets to outsource the maintenance and replacement of our network equipment. Although the contracts impose performance obligations on the operators and tower management companies, we cannot guarantee that they will meet these obligations or implement remedial action in a timely manner, which may result in these towers or networks not being properly operated. If our managed services agreements terminate, we may be unable to find a cost-effective, suitable alternative provider and we may no longer have the necessary expertise in-house to perform comparable services.

We and our customers are dependent on third party suppliers of electricity to power transmission and customer premise equipment.

Significant failure or disruption in the supply of power to the businesses and households that subscribe to our services, or to the data centers that we operate, could have a negative impact on the

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experience of our customers, which could result in claims against us for failure to provide services and reduce our revenue.

2.Risks related to Millicom’s business in the markets in which we operate

The COVID-19 global pandemic is affecting our operations, business and financial condition, and our liquidity could be negatively impacted, particularly if the economies of the countries in which we operate remain unstable for a significant amount of time.

The outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), which the World Health Organization has declared a pandemic, has resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in global equity and debt markets and business uncertainty. The impact of the outbreak continues to evolve, and most countries globally, including a majority of the countries where we operate, initially reacted by implementing severe restrictions on travel and public gatherings, including the closing of offices, businesses, schools, retail stores and other public venues, and by instituting curfews or quarantines. According to data compiled by the University of Oxford, the government-imposed lockdowns in the vast majority of our markets were among the most stringent in the world. As a result, many of our stores and distribution channels were forced to close temporarily affecting our gross sales, and a majority of our markets experienced very sharp reductions in mobility during 2020.

Such measures, as well as the general uncertainty surrounding the dangers of COVID-19, have produced a significant disruption in economic activity and have had an adverse impact on transportation, hospitality, tourism, entertainment and other industries. Many of these measures remain in place, and further restrictions may be imposed in the future. In addition, many currencies globally have experienced increased volatility. In our markets, the Colombian peso and the Paraguayan guarani devalued by approximately 8% year-on-year in 2020.

Despite significant mobility restrictions imposed by governments, the virus has continued to spread rapidly in most of our markets. As a provider of essential services, we have prioritized the health and safety of our employees and customers by implementing new protocols, providing protective equipment and cleaning products, and disseminating information from the corresponding health authorities in each of our markets. These measures have had a negligible impact on our costs and allowed our customer-facing employees to continue to serve our customers safely and with confidence throughout the pandemic.

At the onset of the pandemic, governments in some countries mandated that companies such as ours avoid disconnecting clients for nonpayment, that we waive fees for late payments, and/or that we defer payments over an extended period of time, among other measures. When implemented, these measures had a very material negative impact on our collections, thus causing higher provisions for bad debt. While collections subsequently improved and returned to pre-COVID-19 levels in tandem with the implementation of lifeline services, governments may impose additional mandates that may once again have a negative impact on our collections.

These factors have negatively impacted our operating and financial performance in 2020 and we expect such factors to continue to cause a drag on our performance and financial health at least until the pandemic and its economic fallout have passed.

a.Emerging Market Risks

Most of our operations are in emerging markets that may be subject to greater risks than more developed markets, including in some cases significant political, legal and economic risks.

Emerging market governments and judiciaries often exercise broad, unchecked discretion, and are susceptible to abuse and corruption and rapid reversal of political and economic policies on which we depend. Political and economic relations among the countries in which we operate are often complex and have resulted, and may in the future result, in conflicts, which could materially harm our business.

The economies of emerging markets are vulnerable to market downturns and economic slowdowns elsewhere in the world. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in these markets and materially adversely affect their economies.

Turnover of political leaders or parties in emerging markets as a result of a scheduled election upon the end of a term of service or in other circumstances may also affect the legal and regulatory regime in those markets to a greater extent than turnover in established countries. Some of the emerging markets in which we operate are susceptible to social unrest, which may lead to military conflict in some cases.

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b.Strategy and strategic direction

We may not be able to successfully implement our strategic priorities.

Our strategic priorities include, among others, expansion of our high-speed data networks (4G and HFC cable), facilitation of growth in our mobile data and cable segments and implementation of technology transformation projects to improve our operating performance and efficiency. There can be no assurance that our strategy will be successfully implemented and will not cause changes in our operational efficiencies or structure. In addition, the implementation of our strategic priorities could result in increased costs, conflicts with employees, local shareholders and other stakeholders, business interruptions and difficulty in recruiting and retaining key personnel.

Lack of sufficient information or poor quality of available information regarding our industry, operations or markets may lead to missed opportunities or inefficient capital allocation.

As the factors we consider in formulating our strategy change (including information, such as customer data insights or new markets into which we may consider entering), we face the risk of not having access to sufficient industry, operational or market data inputs to properly inform our decision-making or needing to rely on poor quality information. There is also a risk that the data to which we have access will be analyzed improperly, if the relevant personnel lack appropriate experience, oversight, or relevant skill sets in data analysis, including through insufficient consideration of interrelationships of key variables such as market dynamics, trends, availability of cash and resources, agility, opportunities and risk factors affecting our business. If we are forced to make assumptions regarding key variables and are unable to consider alternatives to, and consequences of, strategic decisions on a fully informed basis, it may lead to missed opportunities or inefficient capital allocation that could have an adverse effect on our business, financial condition or results of operations.

c.Industry structure, market position and competition

We face intense competition from other larger telecommunications and cable and broadband providers.

The markets in which we operate are highly competitive. Our main mobile, cable and broadband competitors include major international and regional telecommunication providers such as America Movil, Telefonica, AT&T and Liberty Latin America. Some of our competitors are state-owned entities. Many of our main competitors have substantially greater resources than we do in terms of access to capital. In some of our markets, our competitors may have access to more spectrum and provide greater or better area coverage, and they may face fewer regulatory burdens than we do.

We have a weaker market position and face a challenging competitive environment in Colombia, our largest market.

Relative to our other markets, the telecommunications sector in Colombia is characterized by having more competitors, including America Movil and Telefonica, which are larger than us, and by having more stringent regulatory conditions. Relative to our other markets, our competitive position is also weaker in Colombia, where we are the third largest mobile operator and the second largest provider of fixed services, as measured by subscribers. Additionally, Novator Partners was recently awarded mobile spectrum and has announced plans to enter the Colombian market. Given the importance of Colombia to our results, if we are unable to sustain or improve our position, this could have a material impact on our consolidated financial results.

Competition is driven by a number of factors, most notably price and increasingly customer experience.

Within our markets, operators compete for customers principally on the basis of price, promotions, services offered, advertising and brand image, quality and reliability of service, mobile coverage and overall customer experience. Price competition is especially significant on mobile services, which represented more than half of our revenue from continuing operations in 2020. Mobile voice, SMS and data are largely commoditized services, as the ability to differentiate these services among operators is limited. Competition has resulted in pricing pressure, reduced margins and profitability, increased customer churn, and in some markets, the loss of revenue and market share.

There may be more mobile operators than the market is able to sustain.

Additional licenses may be awarded in already competitive markets, and regulators may also encourage new entrants by offering them favorable conditions, such as holding spectrum auctions in which certain blocks of spectrum are reserved for new entrants, or by capping the amount of spectrum that existing players can acquire, as in Colombia's 2019 auction.

Entry by new competitors may have a significant disruptive effect on our markets.

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New competitors may enter our markets with pricing or other product or service strategies, primarily designed to gain market share, that are significantly more competitive than our offers, leading to, for example, significant price competition and lower margins or increased churn.

In certain of our mobile markets, such as Colombia, our competitors may have a dominant market position.

Having a dominant market position may provide our competitors with various competitive advantages including from economies of scale, access to spectrum, the ability to significantly influence market dynamics and market regulation.

Our competitors may be able to provide better pay-TV services than we are able to provide.

Our pay-TV services compete with other pay-TV services that may offer a greater range of channels to a larger audience, reaching a wider area distribution (especially in rural areas) for a lower price than we charge for our pay-TV services. We also compete with satellite distribution of free-to-air television programming, which viewers can receive by purchasing a satellite dish and a set-top box without any physical cabling. Furthermore, our cable networks are subject to the risk of overbuild and our pay-TV content is subject to the possibility of wireless substitution.

Many of the mobile telecommunications markets in which we operate have high mobile penetration levels, inhibiting growth opportunities.

The markets in which we operate have mobile phone service penetration levels that typically exceed 100% of the population. Although there are some opportunities for further growth, our efforts to develop additional sources of revenue may not be successful. Therefore, high mobile penetration rates could constrain future growth and produce an intensification of pricing pressures on all of our mobile services, which could adversely affect our future profitability and return on investments.

d.Customer base and customer experience

A significant proportion of our mobile revenue is generated from prepaid customers and is short-term in nature.

Prepaid customers do not sign service contracts and are more likely than postpaid customers to switch mobile operators and take advantage of promotional offers by other operators. Many of our mobile customers also subscribe to short-term packages with lengths of one-day to one-week. As a result, we cannot be certain that prepaid customers or short-term data package customers will continue to use our services in the future. Prepaid customers represented 90% of our mobile customers as of December 31, 2020 and generated approximately 57% of our mobile service revenue and 30% of our total service revenue during 2020.

Transition to more subscription-based businesses creates new challenges.

Our transition toward an increasingly subscription-based revenue model has implications for our personnel, systems, and business procedures, as we must dedicate increasing levels of management attention and resources toward managing and mitigating risks related to accounts receivables and collections, as well as billing and customer care. If we are unable to implement and manage the information systems and to properly train our employees, we could experience elevated levels of customer churn and bad debt, which would negatively impact our financial results.

e.Political

Some of the countries in which we operate have a history of political instability.

Some of the countries in which we operate may be subject to greater political and economic risk than developed countries. Some of the countries in which we operate suffer from political instability, civil unrest, or war-like actions by anti-government insurgent groups. These problems may continue or worsen, potentially resulting in significant social unrest or civil war. For example, El Salvador and Honduras have some of the highest murder rates in the world due to violent crime, and both Nicaragua and Bolivia have recently experienced civil unrest.

Any political instability or hostilities in the markets in which we operate can hinder economic growth and reduce discretionary consumer spending on our services and may result in damage to our networks or prevent us from selling our products and services.

Current and future political or social instability may negatively affect our ability to conduct business.

We face a number of risks as a result of political and social instability in the countries in which we operate, ranging from the risk of network disruption, sometimes resulting from government requests to shut

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down our networks as well as forced and illegal abuse of our network by political forces, to the need to evacuate some or all of our key staff from certain countries, in which case there is no guarantee that we would be able to continue to operate our business as previously conducted in such countries. Any of these events would adversely affect our results of operations.

f.Legal and regulatory

The nature of legislation and rule of law in emerging markets may affect our ability to enforce our rights under licenses or contracts or defend ourselves against claims by third parties.

The nature of much of the legislation in emerging markets, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the legal systems in emerging markets, place the enforceability and, possibly, the constitutionality of, laws and regulations in doubt and result in ambiguities, inconsistencies and anomalies. These factors could affect our ability to enforce our rights under our licenses or our contracts, or to defend our company against claims by other parties.

New or proposed changes to laws or new interpretations of existing laws in the markets in which we operate may harm our business.

We are subject to a variety of national and local laws and regulations in the countries in which we do business. These laws and regulations apply to many aspects of our business. Violations of applicable laws or regulations could damage our reputation or result in regulatory or private actions with substantial penalties or damages. In addition, any significant changes in such laws or regulations or their interpretation, or the introduction of higher standards or more stringent laws or regulations, could have an adverse impact on our business, financial condition, results of operations and prospects. For example, in Colombia in 2017, the regulator introduced caps to wholesale rates on mobile services, which forced us to lower our prices for both voice and data services, and it also cut interconnection rates. In 2016, the regulator in Paraguay required that mobile service providers extend to 90 days, from 30 days previously, the minimum expiration of prepaid mobile data allowances.

Developing legal systems in the countries in which we operate create a number of uncertainties for our businesses.

The legal systems in many of the countries in which we operate are less developed than those in more established markets. This creates uncertainties with respect to many of the legal and business decisions that we make, including, among others, potential for negative changes in laws, gaps and inconsistencies between the laws and regulatory structure, difficulties in enforcement, broad regulatory authority held by telecommunications regulators, and inconsistency and lack of transparency in the judicial interpretation of legislation and corruption in judicial or administrative processes or systems. We may not always have access to efficient avenues for appeal and may have to accept the decisions imposed upon us. For more information concerning the legal proceedings to which we are subject, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

g.Macro-economic and currency

The economies of emerging markets, including those in which we operate, are vulnerable to market downturns and economic slowdowns elsewhere in the world.

Telecommunications in emerging markets in general and in our markets in particular, account for a significant part of gross domestic product (“GDP”) and disposable income. As such, any change in economic activity level may impact our business. Furthermore, as consumers in emerging markets have relatively lower levels of disposable income, the demand for our products and services is significantly exposed to the risk of economic slowdown.

As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investments in these markets and materially adversely affect their economies. An economic downturn, a substantial slowdown in economic growth or deterioration in consumer spending could have an adverse effect on the level of demand for our products and services and our growth. We are particularly susceptible to any deterioration in the economic environment of the countries in which we have our largest operations, namely Colombia, Guatemala, Paraguay, Honduras, Panama and Bolivia.

Changes in economic, political and regulatory conditions in the United States or in U.S. laws and policies governing foreign trade and foreign relations could have an impact on the economies in which we operate.

Any decision taken by the U.S. government that has an impact on the Latin American economy, such as reducing commercial activity between the countries in which we operate and the United States, limiting immigration, increasing interest rates or slowing direct foreign investments, could adversely affect the

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disposable income of consumers. In addition, a slowdown in the U.S. economy may have an adverse impact on the level of U.S. dollar remittances that form a large part of the GDP of many of the countries in which we operate.

Fluctuations or devaluations in local currencies in the markets in which we operate against our U.S. dollar reporting as well as our ability to convert these local currencies into U.S. dollars to make payments, including on our indebtedness, could materially adversely affect our business, financial condition and results of operations.

A significant amount of our costs, expenditures and liabilities are denominated in U.S. dollars, including capital expenditures and borrowings. We mainly collect revenue from our customers in local currencies, and there may be limits to our ability to convert these local currencies into U.S. dollars. Local currency exchange rate fluctuations in relation to the U.S. dollar may have an adverse effect on our earnings, assets and cash flows. For example, the devaluation of the Colombian peso in the fiscal year 2020 reduced our consolidated revenue by approximately $122 million. To the extent that our operations retain earnings or distribute dividends in local currencies, the amount of U.S. dollars ultimately received by MIC S.A. is also affected by currency fluctuations.

A significant amount of our debt and long-term financial commitments are denominated in U.S. dollars.

Where possible and where financially viable, we borrow in local currency to mitigate the risk of exposure to foreign currency exchange. Our ability to reduce our foreign currency exchange exposure may be limited by a lack of long-term financing in local currency or derivative instruments in the currencies in which we operate. As such, there is a risk that we may not be able to finance local capital expenditure needs or reduce our foreign exchange exposure by borrowing in local currency. For more information, see “Item 11. Quantitative and Qualitative Disclosures About Risk—Foreign currency risk.”

Due to the lack of available financial instruments in many of the countries or currencies in which we operate, we may not be able to hedge against foreign currency exposures.

We had net foreign exchange losses of $69 million in fiscal 2020 compared to net foreign exchange losses of $32 million in fiscal 2019 and net foreign exchange losses of $40 million in fiscal 2018. At the operational level we seek to match the currencies of our cash inflows and outflows, but while this practice reduces, it does not eliminate, our significant foreign exchange exposure to the U.S. dollar.

The governments of the countries in which our operations are located may impose foreign exchange controls that could restrict our ability to receive funds from the operations.

Substantially all our revenue is generated by our local operations, and MIC S.A. is reliant on its subsidiaries’ and joint ventures’ ability to transfer funds to it. None of the foreign exchange controls that exist in the countries in which our companies operate significantly restrict the ability of our operating companies to pay interest, dividends, technical service fees, and royalty fees or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, foreign exchange controls may be strengthened, or introduced, which could restrict MIC S.A.’s ability to receive funds.

In addition, in some countries it may be difficult to convert local currency into foreign currency due to limited liquidity in foreign exchange markets. These restrictions may constrain the frequency for possible upstreaming of cash from our subsidiaries to MIC S.A. in the future. These and any similar controls enacted in the future may cause delays in accumulating significant amounts of foreign currency, and increase foreign exchange risk, which could have an adverse effect on our results of operations.

We are exposed to the potential impact of any alteration to, or abolition of, foreign exchange which is “pegged” at a fixed rate against the U.S. dollar.

Any “unpegging,” particularly if the currency weakens against the U.S. dollar, could have an adverse effect on our business, financial condition or results of operations. Currently Bolivia operates a fixed peg to the U.S. dollar.

h.Taxation

Unpredictable tax systems give rise to significant uncertainties and risks that could complicate our tax strategy and business decisions.

The tax laws and regulations in the markets in which we operate are complex and subject to varying interpretations. The tax authorities in the markets in which we operate are often arbitrary in their interpretation of tax laws, as well as in their enforcement and tax collection activities. Our interpretations and application of the tax and regulations could differ from that of the relevant governmental taxing authority. Tax declarations are subject to review and investigation by a number of authorities, which are empowered to impose fines and penalties on taxpayers, and in some cases criminal penalties on company personnel. Tax audits may result in additional costs to our group if the relevant tax authorities conclude that entities of the

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group did not satisfy their tax obligations in any given year. Such audits may also impose additional burdens on our group by diverting the attention of management resources. The outcome of these audits could harm our business, financial condition, results of operations, cash flows or prospects . We are currently addressing tax disputes with the local tax authorities in several jurisdictions, further described under “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Tax disputes.”

Adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a material adverse effect on our business, results of operations, financial conditions or cash flows.

The organizational structure and business arrangements between the various legal entities in the group may give rise to taxation related risks, including relating to the pricing of services which might be challenged if not being on an arm’s-length basis.

Tax authorities could argue that some of these services are on terms more favorable than those that could be obtained from independent third parties and assess higher taxes or fines in respect of the services MIC S.A. provides.

i.Litigation and claims

Some of the litigation or claims that we face can be complex, costly, and highly disruptive to our business operations.

From time to time, in the ordinary course of our business, we are involved in legal proceedings. Some of these legal proceedings can be complex, costly, and highly disruptive to our business operations. Certain of these proceedings may be spurious in nature and may demand significant energy and attention from management and other key personnel. The assessment of the outcome of legal proceedings, including our potential liability, if any, is a highly subjective process that requires judgments about future events that are not within our control. The amounts ultimately received or paid upon settlement or pursuant to final judgment, order or decree may differ materially from amounts accrued in our financial statements. In addition, litigation or similar proceedings could impose restraints on our current or future manner of doing business.

j.Business conduct

We may not be able to fully mitigate the risk of inappropriate conduct by our employees, business partners and counterparties.

Millicom’s employees interact with customers, contractors, suppliers and counterparties, and with each other, every day. All employees are expected to respect and abide by the Company's values and Code of Conduct, commonly referred to as the “Sangre Tigo” culture. While Millicom takes numerous steps to prevent and detect inappropriate conduct by employees, contractors and suppliers that could potentially harm the Company's reputation, customers, or investors, such behavior may not always be detected, deterred or prevented. The consequences of any failure by employees to act consistently with the “Sangre Tigo” expectations could include litigation, regulatory or other governmental investigations or enforcement actions.

We are subject to anti-corruption and anti-bribery laws.

We are subject to a number of anti-corruption laws in the countries in which we operate and are located, in addition to the Foreign Corrupt Practices Act (“FCPA”) in the United States and the Bribery Act in the United Kingdom. Our failure to comply with anticorruption laws applicable to us could result in penalties, which could harm our reputation and harm our business, financial condition, results of operations, cash flows or prospects. The FCPA generally prohibits covered companies, their officers, directors and employees and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits. We operate in countries which pose elevated risks of corruption violations. For example, between 2017 and 2019, the Commission Against Impunity in Guatemala (“CICIG”) and Guatemalan prosecutors pursued investigations that have included the country's telecommunications sector and Comcel, our Guatemalan joint venture, and it is possible that new investigations could arise given the strong anti-corruption efforts in the country. If we are not in compliance with anti-corruption laws and other laws governing the conduct of business with government entities and/or officials (including local laws), we may be subject to criminal and civil penalties and other remedial measures. Investigations of any actual or alleged violations of such laws or policies related to us could harm our business, financial condition, results of operations, cash flows or prospects.

Our anti-corruption policies, procedures and internal controls may not be effective in complying with anti-corruption laws.

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We regularly review and update our policies, procedures and internal controls designed to provide reasonable assurance that we, our employees, joint ventures, distributors and other intermediaries comply with the anti-corruption laws to which we are subject. However, anti-corruption policies, procedures and internal controls are not always effective against this risk. We cannot assure you that such policies or procedures or internal controls work effectively at all times or protect us against liability under these or other laws for actions taken by our employees, joint ventures, distributors and other intermediaries with respect to our business or any businesses that we may acquire.

Our Mobile Financial Services (“MFS”) service is complex and increases our exposure to fraud and money laundering.

Our MFS product has been developed through different distribution channels and we could be responsible, and we may be liable, for online fraud and problems related to inadequately securing our payment systems. These services involve cash handling, exposing us to risk of fraud and money laundering. We must also keep our customers’ MFS cash in local currency demand deposits in local banks in each market and ensure customers’ access to MFS cash, exposing us to local banking risk.

    Anti-money laundering laws are often complex. We endeavor to conform to the highest standards but cannot be certain that we will be able to fully meet all applicable legal and regulatory requirements at all times.

We may incur significant costs from fraud, which could adversely affect us.

Our high profile and the nature of the products and services that we offer make us a target for fraud. Many of the markets in which we operate lack fully developed legal and regulatory frameworks and have low conviction rates for fraudulent activities, decreasing deterrence for such schemes. We have been in the past and may in the future be susceptible to fraudulent activity by our employees or third-party contractors despite having robust internal control systems in place across our operations, which could have a material adverse effect on our results of operations.

We also incur costs and revenue losses associated with the unauthorized or unintended use of our networks, including administrative and capital costs associated with the unpaid use of our networks as well as with detecting, monitoring and reducing incidences of fraud. Fraud also impacts interconnection costs, capacity costs, administrative costs and payments to other carriers for unbillable fraudulent roaming charges. In 2020, our most significant impact from fraudulent activity was caused by International Bypass whereby international calls intended to a Tigo subscriber are terminated through an unauthorized channel. Any continued or new fraudulent schemes could have an adverse effect on our business, financial condition and results of operations.

Our risk management and internal controls may not prevent or detect fraud, violations of law or other inappropriate conduct.

If any of our customers, suppliers, or other business partners receive or grant inappropriate benefits or use corrupt, fraudulent or other unfair business practices, we could be subject to legal sanctions, penalties and harm to our reputation. Given our international operations, group structure, and size, our internal controls, policies and our risk management practices may not be adequate in preventing, detecting or responding to any such incidents which could have a material negative impact on our reputation, business activities, financial position and results of operations.

We may be directly or indirectly affected by U.S. or other international sanctions laws, which may place restrictions on our ability to interact with business partners or government officials.

    We operate in certain countries in which international sanctions may be imposed by the U.S. or Europe and we may be required to comply with such sanctions.  Such sanctions may restrict our ability to implement our strategy or conduct our business in the manner in which we expect. For example, in Nicaragua, several government officials and other key actors are currently included on the Specially Designated Nationalities list of the U.S. Office of Foreign Assets Control.

k.People, health and safety

Threats to the safety of our employees or contractors could affect our ability to provide our services.

Heightened states of danger may exist in certain of the countries in which we operate, including as a result of civil unrest, criminal activity, and the threat of natural or manmade disasters. Such events can pose significant risks to the health and safety of our employees and contractors and may impede or delay our ability to provide service to our customers or potential customers. In those locations, we may incur additional costs to maintain the safety of our personnel, customers, suppliers, and contractors. Despite the precautions,

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the safety of our personnel, customers, suppliers, and contractors in these locations may continue to be at risk.

Enforcement of standards of safety and the promotion of a culture of safety may not prevent the frequency or severity of health and safety incidents.

Although we implement and provide training on health and safety matters, particularly related to the risks of working on telecommunications towers or on TV poles, there is no guarantee that our employees or our contractors will comply with applicable safety standards. If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of, or injury, to our employees or contractors, as well as expose ourselves to possible litigation and reputational harm.

Allegations of health risks related to the use of mobile telecommunication devices and base stations could harm our business.

There have been allegations that the use of certain mobile telecommunication devices and equipment may cause serious health risks. The actual or perceived health risks of mobile devices or equipment could diminish customer growth, reduce network usage per customer, spark product liability lawsuits or limit available financing. In addition, the actual or perceived health risks may result in increased regulation of network equipment and restrictions on the construction of towers or other infrastructure. Each of these possibilities has the potential to seriously harm our business.

l.Brand and reputation

Failing to maintain our intellectual property rights and the reputation of our brands would adversely affect our business.

Our intellectual property rights, including our key trademarks and domain names, including our Tigo, UNE and Cable Onda brand names, which are well known in the markets in which we operate, are extremely important assets and contribute to our success in our markets. If we are unable to maintain the reputation of and value associated with them, we may not be able to successfully retain and attract customers. Furthermore, our reputation may be harmed if any of the risks described in this “Risk Factors” section materialize. Any damage to our reputation or to the value associated with our Tigo, UNE or Cable Onda brands could have a material adverse effect on our business, financial condition and results of operations.

Impairment of our intellectual property rights would adversely affect our business.

We rely upon a combination of trademark and copyright laws, database protections and contractual arrangements, where appropriate, to establish and protect our intellectual property rights. However, intellectual property rights are especially difficult to protect in many of the markets in which we operate. In these markets, the regulatory agencies charged to protect intellectual property rights are inadequately funded, legislation is underdeveloped, piracy is commonplace, and enforcement of court decisions is difficult. The diversion of our management's time and resources along with potentially significant expenses that could be involved in protecting our intellectual property rights in our markets, or losing any intellectual property rights, could materially adversely affect our business, financial condition and results of operations.

m.Workforce

A significant portion of our workforce is represented by labor unions, and we could incur additional costs or experience work stoppages as a result of the renegotiations of our labor contracts.

On average during 2020, approximately 17% of our of our employees (including 41% of our direct workforce in Colombia and 80% of our direct workforce in Panama) participated in collective employment agreements. While we have collective bargaining agreements in place, with subsequent negotiations we could incur significant additional labor costs and/or experience work stoppages which could adversely affect our business operations. In addition, we cannot predict what level of success labor unions or other groups representing employees may have in further organizing our workforce or the potentially negative impact it would have on our operations. Furthermore, our strategic objectives may include divestitures of certain business lines, internal restructuring and other activities that impact employees. We cannot assure you that we will be able to maintain a good relationship with our labor unions and works council. Any deterioration in our relationship with our unions and works council could result in work stoppages, strikes or threats to take such an action, which could disrupt our business and operations materially and adversely affect the quality of our services and harm our reputation.

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3.Risks related to Millicom’s size and structure and leadership

a.Size - capacity and limitations

The amount, structure and obligations connected with our debt could impair our liquidity and our ability to expand or finance our future operations.

As of December 31, 2020, our consolidated indebtedness excluding lease liabilities was $5,691 million, of which MIC S.A. incurred $2,504 million directly, and MIC S.A. guaranteed $287 million of indebtedness incurred by its subsidiaries. Including lease liabilities, our consolidated indebtedness was $6,711 million. In addition, at December 31, 2020 our joint ventures in Guatemala and Honduras, which are non-recourse to MIC S.A.. had $750 million of debt and lease liabilities of $292 million.

We may incur additional debt in the future. Although certain of our outstanding debt instruments contain restrictions on the incurring of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. The acquisition of additional debt could, among other things, require us to dedicate a substantial portion of our cash flow to payments on our debt, place us at a competitive disadvantage compared to competitors who might have less debt, restrict us from pursuing strategic acquisitions or reduce our ability to pay dividends and prevent us from complying with our dividend policy.

We have incurred and assumed, and expect to incur and assume, additional indebtedness in connection with recent acquisitions.

We funded our recent acquisitions in Panama and Nicaragua mainly by incurring additional indebtedness, including through the issuance of a $750 million 6.25% bond on March 25 2019, and the issuance by Cable Onda S.A. ("Cable Onda") of a $600 million 4.5% bond in November 2019.

Our increased indebtedness following consummation of these or other acquisitions could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions as well as reducing funds available for capital expenditures, acquisitions, and creating competitive disadvantages for us relative to other companies with lower indebtedness levels.

b.Portfolio of operations

Most of our operations are in emerging markets and may be subject to greater risks than similar businesses in more developed markets.

Investors in emerging markets should be aware that these markets are subject to greater risks than more developed markets, including in some cases significant political, legal and economic risks. Investors should fully consider the significance of the risks involved in investing in a company with significant operations in emerging markets and are urged to consult with their own legal, financial and tax advisors.

We may pursue acquisitions, investments or merger opportunities, or divestitures of existing operations, which may subject us to significant risks and there is no assurance that we will be successful or that we will derive the expected benefits from these transactions.

We may pursue acquisitions of, investments in or mergers with businesses, technologies, services and/or products that complement or expand our business. Some of these potential transactions could be significant relative to the size of our business and operations. Any such transaction would involve a number of risks and could present financial, managerial and operational challenges, including: diverting management attention from running our existing business or from other viable acquisition or investment opportunities; incurring significant transaction expenses; increased costs to integrate financial and operational reporting systems, technology, personnel, customer base and business practices of the businesses involved in any such transaction with our business; not being able to integrate our businesses in a timely fashion or at all; potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with any such transaction; and failure to retain key management and other critical employees.

Moreover, we may not be able to successfully complete acquisitions, in light of challenges such as strong competition from our competitors and other prospective acquirers who may have substantially greater resources than we do in terms of access to capital and may be able to pay more than we can with respect to merger or acquisition opportunities, and regulatory approvals required.

Divestiture of assets and businesses may not realize expected benefits.

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We may seek to divest existing operations and/or investments. Any such divestiture could involve a number of risks and could present financial, managerial and operational challenges including: diverting management attention from running our existing business or from pursuing other strategic opportunities; incurring significant transaction expenses; maintaining certain liabilities or obligations to indemnify the buyer of the divested business as part of the sale conditions; and the possibility of failing to properly manage or time the exit to achieve an optimal return.

Furthermore, the timing of exit from the divestiture of assets and businesses may not result in optimal returns, and the amount and timing of proceeds may be lower than our initial investment, and or lower the corresponding carrying value on our balance sheet.

Our ability to make significant decisions in certain of our operations may depend in part upon the consent of independent shareholders.

We have local shareholders in our operations in various markets, including subsidiaries that are fully controlled (e.g., in Colombia, Panama and Tanzania) as well as joint-ventures with local entities in which we exercise joint-control (e.g., in Guatemala and Honduras). In these operations, our ability to make significant strategic decisions or to receive dividends or other distributions may depend in part upon the consent of independent shareholders, and our operations may be negatively affected in the event of disagreements with or breaches by our partners.

Millicom's central functions provide essential support and services to our operating subsidiaries and joint ventures.

These services include, financing, procurement, technical and management services, business support services (including a shared services center in El Salvador), digital transformation, customer experience, procurement, human resources, legal, information technology, marketing services and advisory services related to the construction, installation, operation, management and maintenance of its networks. If Millicom's central functions were unable to provide these services to our operating subsidiaries and joint ventures on a timely basis and at a level that meets our needs, our operating subsidiaries and joint ventures may be disrupted.

The majority of Millicom's operating subsidiaries and joint ventures operate under the Tigo trademark.

We take efforts to protect the Tigo trademark, but we may not always succeed in preventing others from using the trademark in countries in which we do not operate or from using similar trademarks, which could dilute the value of our trademark and result in brand confusion to consumers. The Tigo trademark could also be the subject of intellectual property infringement. Trademark protection is important because our trademark is what helps our customers differentiate our products and services from those of our competition, helps build brand loyalty, and represents our goodwill and reputation.

c.Talent acquisition and retention

    We may be unable to obtain or retain adequate managerial and operational resources.

Our operating results depend, in significant part, upon the continued contributions and capacity of key senior management and technical personnel. Certain key employees possess substantial knowledge of our business and operations. We cannot assure you that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays.

Competition for personnel in our markets and certain central functions is intense due to scarcity of qualified individuals.

Millicom has been working with its local teams to build and implement talent development plans and to identify high performance individuals for future advancement or hiring, as the markets in which we operate have limited availability of talent with advanced skill sets in key areas such as the digital and technology fields. We have taken steps to reinforce our digital capabilities with an aggressive hiring plan to obtain the right personnel with the relevant competencies for the new businesses and services we launch. We cannot assure you, however, that we will be successful in these efforts.

d.Financing and cash flow generation

MIC S.A. is a holding company and is dependent on cash flow from its operating subsidiaries and joint ventures.

MIC S.A.’s primary assets consist of shares in its subsidiaries and joint ventures and cash in its bank accounts. MIC S.A. has no significant revenue generating operations of its own, and therefore its cash flow and ability to service its indebtedness and pay dividends to its shareholders will depend primarily on the

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operating performance and financial condition of its subsidiaries and joint ventures and its receipt of funds in the form of dividends or otherwise.

There are legal limits on dividends that some of MIC S.A.’s subsidiaries and joint ventures are permitted to pay. Further, some of our indebtedness imposes restrictions on dividends and other restricted payments, which are described under “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing.”

Our ability to generate cash depends on many factors beyond our control and we may need to resort to additional external financing.

Our ability to generate cash is dependent on our future operating and financial performance. This will be impacted by our ability to successfully implement our business strategy, as well as general economic, financial, competitive, regulatory, and technical elements and other factors beyond our control. If we cannot generate sufficient cash, we may, among other things, need to refinance all or a portion of our debt, obtain additional financing, delay capital expenditure or sell assets.

We require a significant amount of capital to operate and grow our business. We fund our capital needs in part through borrowings in the public and private credit markets. Adverse changes in the credit markets, including increases in interest rates, could increase our cost of borrowing and/or make it more difficult for us to obtain financing for our operations or refinance existing indebtedness. In addition, our borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by customary credit metrics. A decrease in these ratings would likely increase our cost of borrowing and/or make it more difficult for us to obtain financing. A severe disruption in the global financial markets could impact some of the financial institutions with which we do business, and such instability could also affect our access to financing.

In particular, periods of industry consolidation require businesses to raise debt and equity capital to remain competitive. An inability to access capital during such periods could have an adverse effect on our business, financial condition or results of operations.

The cash flow we generate is highly dependent on the dividends we receive from our joint ventures in Guatemala and Honduras.

Our joint ventures in Guatemala and Honduras have historically generated healthy cash flows and paid dividends. For the year ended December 31, 2020, the Millicom Group received dividends from these joint ventures totaling $71 million, representing our share of the total dividends paid by our joint ventures; and the Millicom Group did not pay any dividends to its own shareholders during the same year. If the financial condition of these joint ventures deteriorates or if they choose to reduce future dividend payments,or if we fail to diversify our sources of cash flow, our liquidity could suffer.

Our ability to pay dividends to our shareholders or otherwise remunerate shareholders is subject to our distributable reserves and solvency requirements.

Any determination to pay dividends or otherwise remunerate shareholders in the future will be at the discretion of our board of directors (as to interim dividends) and at the discretion of the shareholders at the annual general meeting (the "Annual General Meeting") upon recommendation of the board of directors (as to annual dividends or share repurchases) and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors and the shareholders at the Annual General Meeting, respectively, deem relevant.

We are not required to pay dividends on our common shares or otherwise remunerate shareholders and holders of our common shares have no recourse if dividends are not declared. Our ability to pay dividends or otherwise remunerate shareholders may be further restricted by the terms of any of our existing and future debt or preferred securities. Additionally, because we are a holding company, our ability to pay dividends on our common shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions on our ability to repatriate funds and under the terms of the agreements governing our indebtedness.

4.Risks related to share ownership, governance practices and registration with the SEC

a.Share price, trading volume and market volatility

The price of our common shares might fluctuate significantly, and you could lose all or part of your investment.

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Volatility in the market price of our common shares may prevent you from being able to sell our common shares at or above the price at which you purchased such shares. The trading price of our common shares may be volatile and subject to wide price fluctuations in response to various factors, including:

•market conditions in the broader stock market in general, or in our industry in particular;

•actual or anticipated fluctuations in our financial and operating results;

•introduction of new products and services by us or our competitors;

•entry to new markets or exit from existing markets;

•issuance of new or changed securities analysts’ reports or recommendations;

•sales of large blocks of our shares;

•additions or departures of key personnel;

•regulatory developments; and

•litigation and governmental investigations or actions.

These and other factors may cause the market price and demand for our common shares to fluctuate substantially, which may limit or prevent investors from readily selling common shares and may otherwise negatively affect the liquidity of our common shares.

In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

An active trading market that will provide you with adequate liquidity may not develop.

As of December 31, 2020, approximately 91% of our issued and outstanding shares were in the form of Swedish Depository Receipts (“SDRs”) listed on the NASDAQ exchange in Stockholm. We cannot predict the extent to which investors will convert SDRs into common shares or whether the relisting of our common shares on the Nasdaq Stock Market on January 9, 2019 will lead to the development of an active trading market in the U.S. or how liquid that market might become. If an active trading market does not develop in the U.S., you may have difficulty selling the common shares that you purchase, and the value of such shares might be materially impaired.

Future sales of our common shares, or the perception in the public markets that these sales may occur, may depress our share price and future sales of our common shares may be dilutive.

Sales of substantial amounts of our common shares in the public market, or the perception that these sales could occur, could adversely affect the price of our common shares and could impair our ability to raise capital through the sale of shares. In the future, we may issue our shares, among other reasons, if we need to raise capital or in connection with merger or acquisition activity. The amount of our common shares issued in connection with a capital raise or acquisition could constitute a material portion of our then-outstanding share capital. Sales of shares in the future may be at prices below prevailing market prices, thereby having a dilutive impact on existing holders and depressing the trading price of our common stock.

If securities or industry analysts in the United States do not publish research or reports or publish unfavorable research about our business, the price and trading volume of our common shares could decline.

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

b.Legal and regulatory compliance and burden

The obligations associated with being a public company in the United States require significant resources and management attention.

As a public company in the United States, we incur legal, accounting and other expenses that we did not previously incur. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, the listing requirements of the Nasdaq Stock Market and other applicable securities rules and regulations. The Exchange Act requires that we file annual and

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current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.

Furthermore, the need to establish and maintain the corporate infrastructure demanded of a U.S. public company may divert management’s attention from implementing our strategy. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems in order to meet our reporting obligations as a U.S. public company. However, the measures we take may not be sufficient to satisfy these obligations. In addition, compliance with these rules and regulations has increased our legal and financial compliance costs and has made some activities more time-consuming. For example, these rules and regulations make it more expensive for us to obtain director and officer liability insurance.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for U.S. public companies. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us.

We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer.

We report under the Exchange Act as a non-U.S. company with “foreign private issuer” status, as such term is defined in Rule 3b-4 under the Exchange Act. Because we qualify as a foreign private issuer under the Exchange Act and although we follow Luxembourg laws and regulations with regard to such matters, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:

(i)the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

(ii)the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

(iii)the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

Foreign private issuers are required to file their annual report on Form 20-F by 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are contractually obligated and intend to make interim reports available to our stockholders, copies of which we are required to furnish to the SEC on a Form 6-K, and even though we are required to file reports on Form 6-K disclosing whatever information we have made or are required to make public pursuant to Luxembourg law or distribute to our stockholders and that is material to our company, you may not have the same protections afforded to stockholders of companies that are not foreign private issuers.

If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our company and the market price of our shares may be adversely affected.

    We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act, adopted rules requiring every public company to include in its annual report a management report on such company’s internal control over financial reporting containing management’s assessment of the effectiveness of its internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of such company’s internal control over financial reporting except where the company is a non-accelerated filer. We currently are a large accelerated filer.

    Our management has concluded that our internal control over financial reporting was effective as of December 31, 2020. See “Item 15. Disclosure Controls and Procedures.” Our independent registered public accounting firm has issued an attestation report as of December 31, 2020. See “Item 15. Controls and Procedures-C. Attestation Report of Independent Registered Public Accounting Firm.” However, if we fail to

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maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs, management time and other resources in an effort to continue to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As a foreign private issuer, we are not required to comply with the same periodic disclosure and current reporting requirements of the Exchange Act, and related rules and regulations, that apply to U.S. domestic issuers. Under Rule 3b-4 of the Exchange Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, we will make the next determination with respect to our foreign private issuer status based on information as of June 30, 2021.

In the future, we could lose our foreign private issuer status if, for example, a majority of our voting power were held by U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a domestic issuer may be significantly higher.

If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the U.S. Securities and Exchange Commission, which are more detailed and extensive than the forms available to a foreign private issuer. We will also be required to comply with U.S. federal proxy requirements, and our officers, directors and controlling shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

c.Shareholder protection

MIC S.A. is incorporated in Luxembourg, and Luxembourg law differs from U.S. law and may afford less protection to holders of our shares.

The Company is incorporated under and subject to Luxembourg laws. Luxembourg laws may differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers, sales, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Luxembourg laws governing the shares of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters might not be as protective of shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. For example, neither our Amended and Restated Articles of Association nor Luxembourg law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws.

In addition, under Luxembourg law, by contrast to the laws generally applicable to U.S. corporations, the duties of directors of a company are in principle owed to the company only, rather than to its shareholders. It is possible that a company may have interests that are different from the interests of its shareholders. Shareholders of Luxembourg companies generally do not have rights to take action themselves against directors or officers of the company. Directors or officers of a Luxembourg company must, in exercising their powers and performing their duties, act in good faith and in the interests of the company as a whole and must exercise due care, skill and diligence.

Directors have a duty to disclose any personal interest in any contract or arrangement with the company in case such interest would constitute a conflict of interest. If any director has a direct or indirect financial interest in a matter which has to be considered by the board of directors which conflicts with the interests of the company, Luxembourg law provides that such director will not be entitled to take part in the

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relevant deliberations or exercise his vote with respect to the approval of such transaction. If the interest of such director does not conflict with the interests of the company, then the applicable director with such interest may participate in deliberations on, and vote on the approval of, that transaction. If a director of a Luxembourg company is found to have breached his or her duties to that company, he or she may be held personally liable to the company in respect of that breach of duty. A director may, in addition, be jointly and severally liable with other directors implicated in the same breach of duty.

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

MIC S.A. is a Luxembourg public limited liability company (société anonyme) and some of its directors and executive officers are residents of countries other than the United States. Most of the Company’s assets and the assets of some of its directors and executive officers are located outside the United States. As a result, it may not be possible for investors in our securities to effect service of process within the United States upon such persons or the Company or to enforce in U.S. courts or outside the United States judgments obtained against such persons or the Company. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon the civil liability provisions of U.S. securities laws.

We have been advised by our Luxembourg counsel, Hogan Lovells (Luxembourg) LLP that the United States and Luxembourg do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a judgment for the payment of money rendered by a U.S. federal or state court will only be recognized and enforced against MIC S.A. by a court in Luxembourg without re-examination of the merits of the case if it is a final judgment which is not subject to appeal or any other means of contestation, and if it complies with the applicable enforcement procedure (exequatur) conditions. As set out in the relevant provisions of the Luxembourg New Code of Civil Procedure (Nouveau Code de Procédure Civile) and Luxembourg case law, these conditions are:

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

(ii)the foreign judgment is enforceable in the foreign jurisdiction;

(iii)the foreign court has applied the substantive law as designated by the Luxembourg conflict of laws rules, or, at least, the order must not contravene the principles underlying these rules (however, based on case law (T.A. Luxembourg, 10 January 2008, no 111736) as well as legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court);

(iv)the foreign court has acted in accordance with its own procedural laws;

(v)the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if appeared, to present a defense; and

(vi)the foreign judgment does not contravene international public policy (ordre public international) as understood under the laws of Luxembourg.

d.Corporate governance practices

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

As are a foreign private issuer and in accordance with Nasdaq Listing Rule 5615(a)(3), we may comply with home country governance requirements and certain exemptions thereunder rather than complying with certain of the corporate governance requirements of Nasdaq. For more information regarding the Nasdaq corporate governance requirements in lieu of which we follow home country corporate governance practices, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—NASDAQ corporate governance exemptions.”

Luxembourg law does not require that a majority of our board of directors consists of independent directors. While we currently have a board of directors that is independent of the Company (i.e., the board members are not members of management or employees of the Company), our board of directors may in the future include fewer independent directors than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1). In addition, we are not subject to Nasdaq Listing Rule 5605(b)(2), which requires that independent directors regularly have scheduled meetings at which only independent directors are present.

Similarly, we have adopted a compensation committee, but Luxembourg law does not require that we adopt a compensation committee or that such committee be fully independent. As a result, our practice may vary from the requirements of Nasdaq Listing Rule 5605(d), which sets forth certain requirements as to the responsibilities, composition and independence of compensation committees. Luxembourg law does not require that we disclose information regarding third-party compensation of our directors or director

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nominees. As a result, our practice varies from the third-party compensation disclosure requirements of Nasdaq Listing Rule 5250(b)(3).

In addition, as permitted by home country practice and as included in our amended and restated articles of association, our nomination committee is appointed by the major shareholders of MIC S.A. and is not a committee of the MIC S.A. board of directors. Our practice therefore may vary from the independent director oversight of director nominations requirements of Nasdaq Listing Rule 5605(e).

Furthermore, our amended and restated articles of association do not provide any quorum requirement that is generally applicable to general meetings of our shareholders (other than in respect of general meetings convened for the first time in relation to amendments to the amended and restated articles of association). This absence of a quorum requirement is in accordance with Luxembourg law and generally accepted business practice in Luxembourg. This practice differs from the requirement of Nasdaq Listing Rule 5620(c), which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock. In addition, we may opt out of shareholder approval requirements for the issuance of securities in connection with certain events such as the acquisition of stock or assets of another company, the establishment of or amendments to equity-based compensation plans for employees, a change of control of us and certain private placements. To this extent, our practice will vary from the requirements of Nasdaq Listing Rule 5635, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events.

ITEM 4. INFORMATION ON THE COMPANY

A.    History and Development of the Company

The Company’s legal name is Millicom International Cellular S.A. ("MIC S.A." or "the Company"). The Company uses the Tigo brand in the majority of the countries in which we do business. MIC S.A. is a public limited liability company (société anonyme), organized and established under the laws of the Grand Duchy of Luxembourg on June 16, 1992. The Company’s address is: 2, Rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg. The Company’s telephone number is: +352 27 759 101. The Company’s U.S. agent is: CT Corporation, 111 Eighth Avenue, 13th Floor, New York, New York 10011, United States.

MIC S.A. was formed in December 1990 when Kinnevik AB ("Kinnevik"), formerly named Industriförvaltnings AB Kinnevik, a company established in Sweden, and Millicom Incorporated, a corporation established in the United States, contributed their respective interests in international mobile joint ventures to form MIC S.A.

See “Item 4. Information on the Company—B. Business Overview” for historical information regarding the development of our principal business segments in our geographic markets. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital expenditures” for a description of our capital expenditures.

The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. The Company’s website address is www.millicom.com. The information contained on, or that can be accessed through, the Company’s website is not part of, and is not incorporated into, this Annual Report.

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B.    Business Overview

Introduction

We are a leading provider of cable and mobile services dedicated to emerging markets. Through our main brands Tigo and Tigo Business™, we provide a wide range of digital services in nine countries in Latin America and two countries in Africa, including high-speed data, cable TV, direct-to-home satellite TV (“DTH” and when we refer to DTH together with cable TV, we use the term “pay-TV”), mobile voice, mobile data, SMS, MFS, fixed voice, and business solutions including value-added services (“VAS”). We provide services on both a business-to-consumer (“B2C”) and a business-to-business (“B2B”) basis, and we have used the Tigo brand in all our markets since 2004.

We offer the following principal categories of services:

•Mobile, including mobile data, mobile voice, and MFS to consumer, business and government customers;

•Cable and other fixed services, including broadband, pay-TV, content, and fixed voice services for residential (Home) customers, as well as voice, data and VAS and solutions to business and government customers.

In Latin America, our principal region, we provide both mobile and cable services in eight countries - Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay. In addition, we provide cable services in Costa Rica. In Africa, we provide mobile services in Tanzania, and our joint venture with Bharti Airtel provides mobile services in Ghana. In 2018, we completed the divestiture of our operations in Rwanda and Senegal and in 2019 we completed the sale of our operations in Chad. These divestitures are part of a broader effort by us in recent years to improve our financial performance and better invest capital, including by selling underperforming businesses in our Africa segment, which has historically produced lower returns on capital than our Latin America segment.

We conduct our operations through local holding and operating entities in various countries, which are either our subsidiaries (in which we are the sole shareholder or the controlling shareholder) or joint ventures with our local partners. For further details, see note A to our consolidated financial statements. In this Annual Report, our description of our operations includes the operations of all of these subsidiaries and joint ventures.

As of December 31, 2020, we provided services to 38.8 million mobile customers, including 13.0 million 4G customers, which we define as customers who have a data plan and use a smartphone to access our 4G network. As of that date, we also had 3.8 million customer relationships with a subscription to at least one of our fixed services. This includes 3.2 million customer relationships on our HFC networks and 0.3 million DTH subscribers. The majority of the remaining customer relationships are served by our legacy copper network.

For the year ended December 31, 2020, our revenue was $4,171 million and our net loss was $385 million. We had approximately 21,000 employees located in Latin America and Africa, including our Guatemala and Honduras joint ventures.

Our strategy

Underpinning our strategy is management’s assessment that penetration rates for both mobile and fixed broadband services in our markets are low relative to penetration rates in other markets globally, and that these have potential to increase over time. Based on our own subscriber data and based also on data from the GSMA for Costa Rica, an association representing mobile operators worldwide, mobile broadband penetration rates, as measured by the number of subscribers who use a smartphone to access mobile data services on 4G networks, were approximately 30% in Nicaragua, 47% in El Salvador, 46% in Honduras, 40% in Guatemala, 40% in Colombia, 51% in Paraguay, 51% in Panama and 62% in Bolivia as of year-end 2020. Based on our own customer data and market intelligence, fixed broadband penetration rates, as measured by the number of residential broadband customers as a percentage of households in the country, ranged from approximately 10% in Honduras to approximately 50% in Costa Rica. Pay TV penetration rates, as measured by the number of Pay TV customers as a percentage of households in the country, ranged from approximately 20% in Honduras to less than 60% in Costa Rica. Based on the expectation that mobile and fixed broadband penetration rates in our markets will gradually rise over time, management has defined an operational strategy based on the following four principal pillars.

Monetize Data

Our mobile networks continue to experience rapid data traffic growth, and we are very focused on making sure that incremental traffic translates into additional revenues. Our mobile data monetization strategy is built around several key drivers:

•    4G/LTE network expansion: Our 4G networks enable us to deliver high volumes of data at faster speeds in a more cost-efficient manner than with 3G networks. As of December 31, 2020, our 4G networks covered approximately 76% of the population in our markets, a significant increase from coverage of approximately 56% as of December 31, 2017.

•    Smartphone adoption: More data-capable smartphone devices, particularly 4G/LTE, with a strong device portfolio and strategy to enable our customers to use data services on the move.

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•    Stimulating data usage: More compelling data-centric products and services to encourage our consumers to consume more data, while maintaining price discipline.

Build Cable

We are moving quickly to meet the growing demand for high-speed data from residential and business customers alike in our Latin American markets. We are doing this by:

•    Accelerating our hybrid fiber-coaxial (“HFC”) network expansion: We are rapidly deploying our high-speed HFC fixed network, and we are complementing our organic network build-out with small, targeted acquisitions. In 2017, 2018 and 2019, we significantly increased the pace of our network expansion, organically adding approximately 1 million homes-passed per year. In 2020, we continued to expand our network, passing an additional 428 thousand homes.

•    Increasing our commercial efforts to fill the HFC network: As we expand the network, we also deploy commercial resources necessary to begin monetizing our investment by marketing our services to new potential customers. In addition, the HFC network allows us to sell additional services to existing customers that drive ARPU growth over time.

•    Product innovation: We drive customer adoption by expanding our range of digital services and aggregating third-party content, as well as some exclusive local and international content, enabling us to differentiate ourselves from our competitors. For example, we have agreements with local soccer teams, leagues and sports channels in Bolivia, Costa Rica, El Salvador, Guatemala, Honduras, Paraguay and Panama to air matches exclusively on our pay-TV channels. We are committed to bringing the best content to our customers, and for that we partner with various players in the ecosystem, from studios to Over-the-Top providers (“OTTs”) and sports industry players.

Our cable network deployment is also critical to help prepare the company for convergence of fixed and mobile networks and services, a trend we expect will accelerate with the deployment of 5G technology in the future.

Drive convergence

Millicom has evolved from a traditional mobile operator to a provider of a comprehensive range of services through fixed line, mobile and MFS platforms.

Convergence allows us to leverage our existing tangible and intangible assets, such as our network, our brand, and our local talent and market knowledge, to capture business synergies, generate new revenue streams from existing customers, attract new customers and reduce overall churn. Our focus on convergence also reflects our expectation that future network deployments, such as 5G, will require significant fiber network capacity and capillarity, as well as the spectrum, radio and other components of today's mobile network.

Accelerate B2B

The expansion of our HFC network as well as the development of state-of-the-art data centers, analytics, Cloud and Cybersecurity services is also creating new opportunities for us to target business customers by offering a more complete suite of Information and Communications Technology (“ICT”) services. As of December 31, 2020, we had a total of 12 data centers across our Latin America footprint, including 8 data centers which are certified according international standards.

Our strategy is to selectively evolve our portfolio into ICT-managed services to avoid excessive fragmentation and operational risk, while building the Tigo Business brand and differentiating ourselves through our service model and frontline execution. We believe that the small and medium-size business (“SMB”) segment represents a particularly attractive opportunity for growth, as SMBs digitize their business and operations using digital communications, and implement Cloud and data center solutions in line with what we see in more developed markets.

Go Digital

We are focusing our digital innovation on products and customer-facing developments that drive user adoption of high-speed data services such as: Tigo Shop, Mi Tigo, Tigo Play and Tigo ONEtv.

Through Tigo ONEtv, our next-generation user experience platform, we bring a cutting-edge pay-TV entertainment experience for our customers, with advanced personalization and recommendations, seamless integration of content across linear and on-demand offerings, and robust multiscreen capabilities. We also provide a superior digital user experience through our Tigo Shop App for prepaid customers, Mi Tigo App for post-paid customers, and our Tigo Money app for mobile financial services. Our focus remains firmly set on driving the adoption and enjoyment of these digital channels by our customers.

We are evolving our strong commercial distribution network to operate digitally, which we believe will improve both customer experience and operational efficiency. To enable a seamless and integrated experience across sales and care touchpoints, we are implementing a business transformation that interlinks user experience, digital innovation, business processes, and our back-end ICT systems.

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Best customer experience

We are committed to providing the best customer service and experience possible in all of our markets. We have placed customer experience at the center of our decision-making as we continue to innovate across business lines and countries. Our focus has been simplifying how customers interact with us by implementing integrated, digital-first customer service channels.

To ensure we continue to improve our service quality, and being mindful of evolving customer demands, we use a variety of tools including customer engagement, local and regional trends, and consumption patterns to identify and improve access channels.

We have also adopted and deployed a net promoter score (“NPS”) program, designed to strengthen our customer-centric culture, and NPS is one of the metrics used to measure management performance under our incentive compensation plan.

Our services

Our services are organized into two principal categories: Mobile and Cable and other fixed services. In addition, we sell telephone and other equipment, comprised mostly of mobile handsets.

Mobile

In our Mobile category, we provide mobile services, including mobile data, mobile voice, SMS and MFS, to consumers, business, and government. Mobile is the largest part of our business and generated 53% of consolidated service revenue (and 60% of our Latin America segment service revenue) for the year ended December 31, 2020 and 52% of our consolidated service revenue (and 59% of our Latin America segment service revenue) for the year ended December 31, 2019 .

We provide Mobile services in every country where we operate, except Costa Rica. As of December 31, 2020, we had a total of 38.8 million Mobile customers.

Mobile data, mobile voice and SMS

We provide our mobile data, mobile voice and SMS services through 2G, 3G and 4G networks in all our mobile markets. 4G is the fourth generation of mobile technology, succeeding 3G, and it is based on Internet Protocol (IP) technology, as opposed to prior generations of mobile communications which were based on and supported circuit-switched telephone service. Our 4G networks enable us to offer new services to our customers such as video calls and mobile broadband data with richer mobile content, such as live video streaming.

The mobile market has been evolving, with consumption gradually shifting from voice and SMS to data. Our ongoing deployment of 4G networks further supports this evolution to more data-centric usage.

We provide our mobile data, mobile voice and SMS services on both prepaid and postpaid bases. In prepaid, customers pay for service in advance through the purchase of wireless airtime and data access, and they do not sign service contracts. Among various options that our customers can choose from, we offer packages that typically include a combination and voice minutes, SMS and a data allowance, with expiration dates varying in length from a few days up to a few weeks or months. In postpaid, customers pay recurring monthly fees for the right to consume up to a predetermined maximum amount of airtime, SMS and data. In most cases, new postpaid customers sign a service contract with a typical length of one year.

MFS

We provide a broad range of mobile financial services such as payments, money transfers, international remittances, savings, real-time loans and micro-insurance for critical needs through our MFS App, Tigo Money. Tigo Money allows our customers to send and receive money, without the need for a bank account. As of December 31, 2020, we provided MFS to 10.3 million Tigo and non-Tigo customers. 25.4% of our mobile customer handset base were Tigo Money users as of December 31, 2020. As of December 31, 2020, 73% of our total Tigo Money customers were in Tanzania (including Zantel), where more than one customer out of two uses our Tigo Money services. Tigo Money remains a growing business in our markets, which complements our product offering and increases customers’ satisfaction and loyalty, reducing our customer churn.

Cable and other fixed services

In our Cable and other fixed services category, we provide fixed services, including broadband, fixed voice and pay-TV, to residential (Home) consumers and to government and business (B2B) customers. Cable and other fixed services generated 45% of our consolidated service revenue (and 39% of our Latin America segment revenue) for the year ended December 31, 2020 and 47% of our consolidated service revenue (and 40% of our Latin America segment service revenue) for the year ended December 31, 2019.

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Home

Our fixed service residential customers (a “customer relationship”) generate revenue for us by purchasing one or more of our three fixed services, pay-TV, fixed broadband, and fixed telephony. We refer to each service that a customer purchases as a revenue generating unit (“RGU”), such that a single customer relationship can have up to three RGUs in countries where we are permitted to sell all three services.

We provide Home services mainly over our HFC network, but we also offer pay-TV services to rural areas via our DTH platform and broadband services using WiMAX and copper-based technologies in some markets. Although most of our customers currently choose to receive broadband speeds of less than 10 Mbps, the HFC networks we are rolling out are based on DOCSIS 3.0 and allow us to offer speeds of up to 150 Mbps on our current infrastructure, which gives us scope to significantly raise our customers’ broadband speeds over time. As we retire analog channels over time, our HFC network infrastructure will eventually allow us to offer speeds of up to 1 Gbps. Some of our markets are also compatible for DOCSIS 3.1, which could enable even higher levels of throughput on our HFC networks. In the future, we may also deploy Fiber-To-The-Home ("FTTH") in some markets.

In Latin America, we provide Home services in every country where we operate. As of December 31, 2020, we had 4.5 million customer relationships, of which 3.7 million were connected to our HFC network, and we had 8.8 million RGUs, including 3.4 million broadband RGUs, 2.9 million pay TV RGUs and 1.3 million telephony RGUs on our HFC network. We do not provide Home services in Africa.

We provide our Home services on a postpaid basis, with customers paying recurring monthly subscription fees. In most markets, we offer bundled fixed services, such as our triple-play offering of pay-TV, broadband internet and, where possible, fixed telephone. On average, our Home customers typically contract more than one fixed service from us. In some markets, we also market our services on a convergent basis, bundling both fixed and mobile services, to a very small portion of our total customer base.

B2B fixed

We offer fixed voice and data telecommunications services, managed services and cloud and security solutions to small, medium and large businesses and governmental entities. We offer B2B fixed services in all of the markets in which we operate, both in Latin America and in Africa.

We believe that B2B fixed provides a significant growth opportunity for Millicom driven by the changes in working habits and business models. These changes are creating additional growth opportunities through the adoption of cloud information technology, security and new software defined networks. We expect that the ongoing expansion of our HFC networks in Latin America will help to make us more competitive and increase our share of the B2B fixed market over time. In addition, as we expand our fixed networks throughout our markets, we can better compete for large enterprise and government contracts that typically require a national presence, and we will be better placed to offer fixed, mobile and other value-added services, such as cloud-based services and data center capacity. We already see evidence of this in Colombia in Panama, where we have a more extensive fixed network than in our other markets, and where the proportion of revenue we generate from B2B fixed is significantly larger than in our other Latin America countries.

We have already deployed approximately 170,000 kilometers of fiber in our Latin American markets, and we are expanding our product portfolio to deliver more VAS and business solutions, such as cloud-based services and ICT managed services. In 2019, we inaugurated a new Tier 3 certified data center in Honduras, which further strengthened our ability to better serve small and midsize businesses (“SMB”) and large enterprise customers that require robust infrastructure and redundancy to achieve their own operational efficiency goals and meet business continuity needs. We have also established partnerships in the area of hypercloud, virtualization and Internet of Things ("IoT"), to capture the growth in the adoption of the such technologies and help our customers accelerate their digital transformations.

Our markets

Overview

The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. We have businesses in two regions: Latin America and Africa, which constitute our two segments. Our Latin America segment includes the Guatemala and Honduras joint ventures as if they were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters. Our Africa segment does not include our joint venture in Ghana because our management does not consider it a strategic part of our group. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Our Segments.”

•    Latin America. The Latin American markets we serve are Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay. We provide Mobile services in each of our Latin American markets, except for Costa Rica, and we provide Cable and other fixed services in each of our Latin American markets.

•    Africa. The African market we serve is Tanzania, in which we provide Mobile and B2B. Our joint venture with Bharti Airtel provides mobile services in Ghana. We do not provide Cable and other fixed services in our African market.

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Latin America

For the years ended December 31, 2020 and 2019, revenue generated by our Latin America segment was $5,843 million and $5,964 million, respectively.

We provide mobile services in eight countries in Latin America. As of December 31, 2020, we had a total of 41.7 million Mobile customers, a 4.7% increase from December 31, 2019 mainly due to new customers as we have upgraded our networks in several countries including Colombia, El Salvador and Panama.

As of December 31, 2020, our Cable business had a network that passed 12.2 million homes and had 4.5 million customer relationships in Latin America, a 4.7% increase from December 31, 2019 mainly due to increased demand for broadband services during the COVID-19 pandemic.

An important recent trend in the Latin American telecommunications market has been the growth in fixed broadband penetration. We have significantly increased the coverage of our HFC network largely in response to demand for high-speed fixed broadband services. As of December 31, 2020, our HFC network passed 11.9 million homes, a 3.7% increase from December 31, 2019 (11.5 million), and had 3.7 million customer relationships, an 8.0% increase from December 31, 2019.

The following chart shows the relative revenue generation of each country in our Latin America segment for 2020:

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The Millicom Group’s Latin America Mobile, Broadband, and Pay-TV Operations(1)_______________

(1)    The data presented here is based on subscriber numbers as of December 31, 2020 and reflects the Millicom Group’s experience and our investigation of market conditions. The number of market players in each country is based on large network operators only and excludes minor players, based on total market share by subscribers. The Millicom Group has minority partners in jurisdictions which include: Colombia (50%), Honduras (33%), Guatemala (45%) and Panama (20%).

Bolivia

We provide Mobile and Cable and other fixed services through Telefonica Celular de Bolivia S.A. (“Telecel Bolivia”), which is wholly owned by the Millicom Group. We have operated in Bolivia since 1991.

Mobile: As of December 31, 2020, we served 3.9 million subscribers and were the second largest provider of Mobile services in Bolivia, as measured by total subscribers.

Cable and other fixed: As of December 31, 2020, we were the largest provider of broadband and pay-TV services in Bolivia, as measured by subscribers, and we had 564 thousand customer relationships. We offer broadband services through HFC, and we provide pay-TV primarily through HFC and DTH in Bolivia. We also offer pay-TV services through Multichannel Multipoint Distribution Service (“MMDS”), but we have been gradually migrating our MMDS customers to HFC, which allows us to provide a better customer experience and to generate additional revenue from each customer we upgrade to HFC.

Colombia

We provide Mobile and Cable and other fixed services in Colombia through UNE, in which we own a 50% plus one voting share interest and Colombia Móvil S.A., which is a wholly-owned subsidiary of UNE. We have operated in Colombia through Colombia Móvil S.A. since 2006 and acquired our interest in UNE, with which we had previously co-owned Colombia Móvil S.A., via a merger in 2014.

Mobile: As of December 31, 2020, we served 10.0 million subscribers and were the third largest provider of Mobile services in Colombia, as measured by subscribers.

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Cable and other fixed services: Tigo is one of the principal digital cable operators in Colombia. As of December 31, 2020, we were the second largest provider of pay-TV and broadband internet services in Colombia, as measured by subscribers, with 1.7 million customer relationships. We have been investing heavily to expand the reach of our HFC network and to upgrade our copper network to HFC. By extending the reach of our HFC network in areas historically served by our copper network, we can gradually migrate our copper customers onto our HFC network, thus significantly enhancing the customer experience by expanding the range of products and services they can choose from, including the availability of faster broadband speeds. In Colombia, we also use DTH to provide pay-TV services to customers located outside of our HFC network coverage area.

Costa Rica

We provide Cable and other fixed services in Costa Rica through Millicom Cable Costa Rica S.A. (“Tigo Costa Rica”), which is wholly owned by the Millicom Group. We have operated in Costa Rica since our acquisition of Amnet in 2008. Amnet and its predecessor companies began operating in Costa Rica in 1982, and the company was the first to provide pay-TV services in the country.

Cable and other fixed services: As of December 31, 2020, we had 239 thousand customer relationships and we were the largest provider of pay-TV and the third largest provider of broadband internet services in Costa Rica, as measured by subscribers.

El Salvador

We provide Mobile and Cable and other fixed services in El Salvador through Telemóvil El Salvador, S.A. de C.V. (“Telemóvil”), which is wholly-owned by the Millicom Group. We have operated in El Salvador since 1993.

Mobile: As of December 31, 2020, we served 2.7 million subscribers and were the largest provider of Mobile services in El Salvador as measured by subscribers.

Cable and other fixed services: Telemóvil is a leading cable operator in El Salvador. As of December 31, 2020, we were the second largest provider of pay-TV and the second largest provider of broadband internet services, as measured by subscribers, with a total of 273 thousand customer relationships.

Guatemala

We provide Mobile and Cable and other fixed services in Guatemala, principally through Comunicaciones Celulares S.A. ("Comcel"), a joint venture in which Millicom holds a 55% equity interest. The remaining 45% of Comcel is owned by our local partner. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Guatemala and Honduras Joint Ventures” for details regarding the accounting treatment of our Guatemala operations. We have operated in Guatemala since 1990.

Mobile: As of December 31, 2020, we provided Mobile services to 11.4 million customers and were the largest provider of mobile services in Guatemala, as measured by subscribers.

Cable and other fixed services: As of December 31, 2020, our joint venture was the largest provider of pay-TV and the second largest provider of broadband internet services in Guatemala, as measured by subscribers, and it served 606 thousand customer relationships with both its HFC network and DTH services.

Honduras

We provide Mobile and Cable and other fixed services in Honduras through Telefonica Celular S.A. de C.V. (“Celtel”), a joint venture in which the Millicom Group holds a 66.67% equity interest. The remaining 33.33% of Celtel is owned by our local partner. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Guatemala and Honduras Joint Ventures” for details regarding the accounting treatment of our Honduras operations. We have operated in Honduras since 1996.

Mobile: As of December 31, 2020, we served 4.6 million Mobile subscribers, and we were the largest provider of Mobile services, as measured by subscribers.

Cable and other fixed services: As of December 31, 2020, we were the second largest provider of pay-TV and the largest provider of broadband internet services, as measured by subscribers, with 176 thousand customer relationships. We offer triple-play services (cable TV, internet and fixed telephone) using our HFC network in Honduras, and we also offer DTH, expanding the reach of our pay-TV offering to areas not covered by our HFC network. We continue to invest to expand and upgrade the capacity of our HFC network in Honduras.

Nicaragua

In 2019, we purchased Telefonía Celular de Nicaragua, S.A. ("Telefonía Nicaragua"), the leading provider of Mobile services in the country, based on the number of subscribers. As of December 31, 2020, we served 3.5 million mobile subscribers.

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Prior to 2019, we had a very small presence in Nicaragua, where we provided mostly B2B fixed services. Since 2018 we also provide Cable services to a small but rapidly-growing customer base.

Panama

We provide Mobile and Cable and other fixed services in Panama through Cable Onda S.A., which is 80% owned by the Millicom Group with the remaining 20% owned by our local partners. We have operated in Panama since our acquisition of Cable Onda in December 2018. Cable Onda and its predecessor companies began operating in Panama in 1982, and the company was the first to provide pay-TV services in the country. In 2019, our Cable Onda subsidiary acquired Grupo de Comunicaciones Digitales S.A. (formerly Telefonica Moviles Panama, S.A.) and started to provide Mobile services.

Mobile: As of December 31, 2020, we had 2.0 million Mobile subscribers, and we were the largest provider of Mobile services in Panama, as measured by total mobile subscribers.

Cable and other fixed services: As of December 31, 2020, we had 463 thousand customer relationships and we were the largest provider of pay-TV and the largest provider of broadband internet services in Panama, as measured by subscribers.

Paraguay

We provide Mobile and Cable and other fixed services in Paraguay through various subsidiaries which are all wholly owned by the Millicom Group. Our largest subsidiary in Paraguay is Telefonica Celular del Paraguay S.A. (“Telecel Paraguay”). We have operated in Paraguay since 1992.

Mobile: As of December 31, 2020, we had 3.6 million Mobile subscribers, and we were the largest provider of Mobile services in Paraguay, as measured by total mobile subscribers.

Cable and other fixed services: We are the largest provider of pay-TV and broadband internet services in Paraguay as measured by subscribers. As of December 31, 2020, we had 452 thousand customer relationships with our HFC network, DTH, and, to a much lesser extent, other technologies. We offer pay-TV services primarily using our HFC network, and we use our DTH license to offer pay-TV in areas not reached by our HFC network. We offer residential broadband internet services mostly using our HFC network, but we also employ fixed wireless technology to provide service beyond the reach of our HFC network. We have exclusive rights to broadcast Paraguay’s national league championship games through 2023, and we have exclusive sponsorship rights in telecommunications for the Paraguayan National Soccer Team through 2023.

Africa

For the year ended December 31, 2020, the revenue generated by our Africa segment, which consists of our operations in Tanzania, was $366.5 million. For the year ended December 31, 2019, the revenue generated by our Africa segment was $381.9 million.

As of December 31, 2020, we had 13.1 million Mobile customers in Africa. In addition to the African market described below, we own a 50% interest in a joint venture with Bharti Airtel that provides mobile services in Ghana. We do not consider our Ghana joint venture to be a strategic part of our Group.

Tanzania

We provide mostly Mobile services in Tanzania primarily through MIC Tanzania plc ("Tigo Tanzania"), a 98.5% owned subsidiary of the Millicom Group. We have operated in Tanzania since 1994.

On October 22, 2015, we acquired 85% of Zanziber Telecommunications Ltd ("Zantel"), a telecommunications provider operating mainly in Zanzibar, a semi-autonomous region of Tanzania. In 2019, we received approval to combine Tigo Tanzania and Zantel whereby Tigo Tanzania acquired 15% of the remaining shares in Zantel for a consideration representing 1.5% of its own share capital. As a result, the Group's ownership in Tigo Tanzania reduced from 100% to 98.5%, and is now also to 98.5% in Zantel (indirectly).

The Tanzanian government has implemented legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a Tanzanian public offering. We are currently planning for the IPO of our Tanzanian operation pursuant to the legislation. We have filed a draft prospectus with the Tanzania Capital Market and Securities Authority and the Regulator has since requested that we retain an underwriter to ensure the success of the IPO. Together with its investment bank advisers, we are seeking an underwriter active in the Tanzanian and Eastern African markets, a process currently underway. There can be no guarantee if or when such IPO may occur, or the ownership share of our Tanzanian operation that we may sell in the IPO.

Mobile: As of December 31, 2020, Tigo Tanzania had 13.1 million subscribers, including Zantel, and we were the second largest mobile provider in Tanzania, as measured by subscribers.

Regulation

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The licensing, construction, ownership and operation of cable TV and mobile telecommunications networks and the grant, maintenance and renewal of cable TV and mobile telecommunications licenses, as well as radio frequency allocations and interconnection arrangements, are regulated by different governmental authorities in each of the markets that Millicom serves. The regulatory regimes in the markets in which Millicom operates are less developed than in other countries such as the United States and countries in the European Union, and can therefore change quickly. See “Item 3. Key Information—D. Risk Factors—2. Risks Related to Millicom's business in the markets in which we operate—F. Legal and regulatory—Developing legal systems in the countries in which we operate create a number of uncertainties for our businesses.”

Typically, Millicom’s cable and mobile operations are regulated by the government (e.g., a ministry of communications), an independent regulatory body or a combination of both. In all of the markets in which Millicom operates, there are ongoing discussions and consultation processes involving other operators and the governing authorities regarding issues such as mobile termination rates and other interconnection rates, universal service obligations, interconnection obligations, spectrum allocations, universal service funds and other industry levies and number portability. This list is not exhaustive; such ongoing discussions are a typical part of operating in a regulated environment.

Changes in regulation can sometimes impose new burdens on the telecommunications industry and have a material impact on our business and on our financial results. For example, regulators in our markets periodically require that we reduce the interconnection fees that we charge other telecom operators to terminate voice traffic on our network. At times, such measures can have a material adverse effect on our overall results of operation. For example, in Honduras, beginning in January 2019, mobile interconnection charges were reduced by 25%. Also in 2019, new regulation enacted in El Salvador regarding the rollover of voice and data traffic affected the Company's revenues. In 2020, in light of the COVID-19 pandemic, governments in several of our markets prohibited the disconnection of customers with past due accounts for an extended period, which impacted our revenues and collections.

The mobile services we provide require the use of spectrum, for which we have various licenses in each country where we provide mobile services. Spectrum licenses have expiration dates that typically range from 10 to 20 years. Historically, we have been able to renew our licenses upon expiration by agreeing to pay additional fees. We generally expect to continue to renew our current licenses as they expire, and we expect to acquire new spectrum licenses as they become available in the future.

The table below summarizes our most important current spectrum holdings by country for the Latin America region:

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Country	Spectrum	Blocks	Expiration date
Bolivia	700MHz	2x12MHz	2028
Bolivia	850MHz	2x12.5MHz	2030
Bolivia	AWS	2x15MHz	2028
Bolivia	1900MHz	2x10MHz	2028
Colombia	700MHz	2x20MHz	2040
Colombia	AWS	2x15MHz	2023
Colombia	1900MHz	2x5MHz	2029
Colombia	1900MHz	2x2.5MHz	2021
Colombia	1900MHz	2x20MHz	2023
El Salvador	850MHz	2x12.5MHz	2038
El Salvador	AWS	2x25MHz	2040
El Salvador	1900MHz	2x5MHz	2041
El Salvador	1900MHz	2x5MHz	2028
Guatemala	850MHz	2x24MHz	2032
Guatemala	2600MHz	2x10MHz	2032
Guatemala	2600MHz	1x25 MHz	2033
Guatemala	2600MHz	1x3.3 MHz	2034
Honduras	850MHz	2x25MHz	2028
Honduras	AWS	2x20MHz	2028
Nicaragua	700MHz	2x20MHz	2023
Nicaragua	850MHz	2x12.5MHz	2023
Nicaragua	1900MHz	2x30MHz	2023
Nicaragua	AWS	2x20MHz	2023
Panama	700MHz	2x10MHz	2036
Panama	850MHz	2x12.5MHz	2036
Panama	1900MHz	2x10MHz	2036
Paraguay	850MHz	2x12.5MHz	2021
Paraguay	700MHz	2x15MHz	2023
Paraguay	AWS	2x15Mz	2021
Paraguay	1900MHz	2x15MHz	2022

Below, we provide further regulatory details in respect of certain of our countries of operation in Latin America.

Bolivia: We hold a license to provide telecommunication services in Bolivia until 2051, mobile service authorization and spectrum licenses until 2030, and cable and VOIP and internet authorizations until 2028.

Colombia: Colombia Móvil has three separate nationwide spectrum licenses in the 1900 MHz band. In June 2013, Colombia Móvil, acquired spectrum in the AWS (1700/2100 MHz) band, which we use to offer 4G services. In order to reduce the cost and accelerate the deployment of the 4G network, we entered into a network sharing agreement with our competitor, Telefónica Colombia. Colombia Móvil also has an indefinite license (Habilitación General) that allows the company to offer several nationwide telecommunication services. In August 2019, the President of Colombia sanctioned the Law of Modernization of the Information Technology and Communications sector which, among other changes, changed the duration of spectrum permits from 10 to 20 years. During 2019, the regulator announced the auction of the 700MHz, 1900MHz and 2500MHz bands, which took place in December 2019, and through which we were awarded the right to use two blocks of 20 MHz in the 700 MHz band. In 2019, our cable TV license was successfully migrated to the General Authorization to provide telecommunication services in Colombia, in accordance with the new law.

Costa Rica: We hold two cable licenses which expire in 2029 and a license to operate telecommunications services which expires in 2024.

El Salvador: In 2017 and 2018, Telemóvil successfully renewed all of its spectrum licenses. In December 2019, the regulator completed an auction for AWS spectrum in which we acquired 5 blocks totaling 2x25MHz of bandwidth.

Guatemala: Comcel operates a nationwide mobile network, and it holds spectrum licenses that expire in 2034. In recent years, the regulator has discussed the possibility of auctioning additional spectrum and the government recently

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announced its intent to move forward with an auction in the 700MHz band during 2021, but specific plans have not yet been announced.

Honduras: Celtel owns spectrum licenses in the 850 MHz and AWS bands, and these expire in 2028. The Honduran government is planning a multi-band spectrum auction of frequencies in the 700 MHz, 900 MHz and 2500 MHz bands. The auction has been delayed several times since its approval in 2016, most recently due to the COVID-19 pandemic. Exact terms and timing are still uncertain, but it could potentially take place during latter half of 2021.

Panama: We hold six telephone licenses that expire in 2022, two cable TV licenses that expire in 2024, a radio license that expires in 2025 and two commercial data transmission license and an Internet for public access license that expire in 2038.

Paraguay: We own licenses for four blocks of spectrum in Paraguay to provide mobile services, and these give us access to low, mid, and high frequencies, which provide an optimal mix to allow us to offer high-quality network coverage and give us the ability to increase network capacity to meet growing traffic demand needs.

Below, we provide further regulatory details in respect of our operations in Africa.

Tanzania: Millicom Tanzania has licenses for national and international network facilities services that expire in 2032, national and international network services licenses that expire in 2032 and 2035, respectively, and licenses for national and international application services that expire in 2022 and 2020, respectively. In 2019, Millicom Tanzania purchased the right to use 2x10 MHz of spectrum in the 800 MHz band for a period of 15 years and this is currently being used to offer 4G services. Zantel has licenses for national and international network facilities and national and international network services that expire in 2031 and national and international application licenses that expire in 2026. Zantel also has a radio frequency spectrum license authorizing the use of 900,1800 and 2100 spectrum that expires in 2031. Following the acquisition of Zantel by Millicom Tanzania, an application has been made to merge the licenses so they are co-terminus.

Trademarks and licenses

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

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C.    Organizational Structure

The parent company, Millicom International Cellular S.A. ("MIC S.A."), is a Luxembourg public limited liability company (société anonyme). The following table identifies MIC S.A.’s main subsidiaries as of December 31, 2020:

Entity	Country	Activity	Ownership Interest* (%)
Latin America
Telemovil El Salvador S.A. de C.V.	El Salvador	Mobile, MFS, Cable, DTH	100
Millicom Cable Costa Rica S.A.	Costa Rica	Cable, DTH	100
Telefonica Celular de Bolivia S.A.	Bolivia	Mobile, DTH, MFS, Cable	100
Telefonica Celular del Paraguay S.A.	Paraguay	Mobile, MFS, Cable, PayTV	100
Cable Onda S.A.	Panama	Cable, PayTV, Internet, DTH, Fixed-line	80
Grupo de Comunicaciones Digitales S.A. (formerly Telefonica Moviles Panama, S.A.)	Panama	Mobile	80
Telefonia Cellular de Nicaragua S.A.	Nicaragua	Mobile	100
Colombia Móvil S.A. E.S.P.	Colombia	Mobile	50-1 share
UNE EPM Telecomunicaciones S.A.	Colombia	Fixed-line, Internet, PayTV, Mobile	50-1 share
Edatel S.A. E.S.P.	Colombia	Fixed-line, Internet, PayTV, Cable	50-1 share
Africa
MIC Tanzania Public Limited Company	Tanzania	Mobile, MFS	98.5
Zanzibar Telecom Limited	Tanzania	Mobile, MFS	98.5
Unallocated
Millicom International Operations S.A.	Luxembourg	Holding Company	100
Millicom International Operations B.V.	Netherlands	Holding Company	100
Millicom LIH S.A.	Luxembourg	Holding Company	100
MIC Latin America B.V.	Netherlands	Holding Company	100
Millicom Africa B.V.	Netherlands	Holding Company	100
Millicom Holding B.V.	Netherlands	Holding Company	100
Millicom International Services LLC	USA	Services Company	100
Millicom Services UK Ltd	UK	Services Company	100
Millicom Spain S.L.	Spain	Holding Company	100
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the three entities

In addition, we provide services in Guatemala primarily through Comcel, a joint venture in which MIC S.A. indirectly holds a 55% equity interest. In Honduras, we provide services through Celtel, a joint venture in which MIC S.A. indirectly holds a 66.67% equity interest. In both Guatemala and Honduras, we entered into our joint ventures at inception of these businesses in the 1990s. At that time, Millicom had limited sources of capital and was investing heavily to deploy mobile operations in many countries around the world; these partners provided local market expertise and reduced Millicom’s overall capital needs. Despite the fact that Millicom owns more than 50% of the shares of these entities and has the right to nominate a majority of the directors of each of these entities, all decisions taken by the boards or the shareholders of these companies must be taken by a super majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over either entity.

We also own a 50% interest in Bharti Airtel Ghana Holdings B.V, a joint venture with Bharti Airtel to provide mobile services in Ghana. We entered into our joint venture in Ghana in 2017, when we agreed to combine our operations with those of Bharti Airtel, with the objective of gaining scale and to improve both our competitiveness and the profitability of our business in that country. Millicom has the right to nominate half of the directors of this joint venture, but as with the other joint ventures all decisions taken by the board or the shareholders must be taken by a super majority vote.

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D.    Property, Plant and Equipment

Overview

We own, or have the right to access and use through long-term leases, telecommunications sites and related infrastructure and equipment in all of our markets. In addition, we own, or have the right to access and use through long-term finance leases, tower space, warehouses, office buildings and related telecommunications facilities in all of our markets. We are also party to several site sharing agreements whereby we share our owned telecommunications sites and related infrastructure and equipment, or lease such property from our counterparties in an effort to maximize the use of telecommunications sites globally. Our leased properties are owned by private individuals, corporations and / or sovereign states.

Assets used for the provision of cable TV and mobile telephone services include, without limitation:

•    switching, transmission and receiving equipment;

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

•    diesel generator sets and air conditioners;

•    real property and infrastructure, including telecommunications towers, office buildings and warehouses;

•    easements and other rights to use or access real property;

•    access roads; and

•    other miscellaneous assets (work equipment, furniture, etc.).

Tower infrastructure

In some of our markets, we have determined that owning passive infrastructure, such as mobile telecommunications towers, no longer confers a competitive advantage. As a result, we have completed a number of sale and lease-back transactions involving some of our tower assets in recent years. These transactions have allowed us to focus our capital investment on other fixed assets, such as network equipment, thereby increasing our network coverage, capacity and the overall quality of our service, while also improving our return on invested capital.

We continue to own a significant number of towers in some of our markets, especially in Central America, and we continuously assess the merits of entering into new sale and lease-back agreements, based in part on the competitive dynamics in our markets, but also on demand and investment appetite by tower companies. Our most recent lease-back agreements typically have (i) an initial 12-year term, with a right for us to renew for up to 10 or 20 years, and (ii) rent denominated and payable in local currency.

In 2017 and 2018, Millicom announced agreements to sell and leaseback wireless communications towers in Paraguay, Colombia and El Salvador to subsidiaries of American Tower Corporation and SBA Communications whereby Millicom agreed to the cash sale of tower assets and to lease back a dedicated portion of each tower to locate its network equipment.

The table below summarizes certain key terms of these transactions and their impact on the Millicom Group for the years ended December 31, 2018 and 2019. There were no transactions in 2020.

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	Paraguay	Colombia	El Salvador
Signature date	April 26, 2017	July 18, 2017	February 6, 2018
Total number of towers expected to be sold	1,411	1,207	811
Total number of towers transferred as of December 31, 2020	1,411	960	547
Expected total cash proceeds ($ millions)	127	147	145
Cash proceeds received in 2017 ($ millions)	75	86	—
Cash proceeds received in 2018 ($ millions)	41	26	74
Cash proceeds received in 2019 ($ millions)	11	8	3
Gain on sale recognized in 2017 ($ millions) (Note B.2)	26	37	—
Gain on sale recognized in 2018 ($ millions) (Note B.2)	15	13	33
Gain on sale recognized in 2019 ($ millions) (Note B.2)	—	3	2

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

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2020, 2019 and 2018, and the notes thereto, included elsewhere in this Annual Report.

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.”

A.    Operating Results

Factors affecting our results of operations

Our performance and results of operations have been and will continue to be affected by a number of factors and trends, including principally:

•    Macro and socio-demographic factors that affect demand for and affordability of our services, such as consumer confidence and expansion of the middle class, as well as foreign currency exchange volatility and inflation which can impact our cost structure and profitability. Growth in GDP per capita and expansion of the middle class makes our services affordable to a larger pool of consumers. The emerging markets we serve tend to have younger populations and faster household formation, and produce more children per family, than developed markets, driving demand for our residential services, such as broadband internet and pay-TV. Digitalization of societies leads to more devices connected per household and more data needs. Exposure to inflationary pressures and foreign currency exchange volatility may negatively impact our profitability or make our services more expensive for our customers; in this respect see “Item 11. Quantitative and Qualitative Disclosures About Risk—Foreign currency risk.”

•    Competitive intensity, which largely reflects the number of market participants and the financial strength of each. Competitive intensity varies over time and from market to market. Markets tend to be more price competitive and less profitable for us when there are more market participants, and thus any future increase in the number of market participants in any of our markets would likely have a negative effect on our business.

•    Changes in regulation. Our business is highly-dependent on a variety of licenses granted by regulators in the countries where we operate. Any changes in how regulators award and renew these licenses could impact our

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business. In particular, our mobile services business requires access to licensed spectrum, and we expect our business and the mobile industry in general will require more spectrum in the future to meet future mobile data traffic needs. In addition, regulators can impose certain constraints and obligations that can have an impact on how we operate the business and on our profitability. For example, in Colombia in 2017, the regulator introduced caps to wholesale rates on mobile services, which forced us to lower our prices for both voice and data services, and it also cut interconnection rates. In 2016, the regulator in Paraguay required that mobile service providers extend to 90 days, from 30 days previously, the minimum expiration of prepaid mobile data allowances; and in El Salvador, the government required us to shut down certain parts of our network near the country’s incarceration facilities.

•    Technological change. Our business relies on technology that continues to evolve rapidly, forcing us to adapt and deploy new innovations that can impact our investment needs and our cost structure, as well as create new revenue opportunities. This is true for both our mobile and fixed services. With respect to our mobile services, while we are still deploying 4G networks, the industry is already well advanced in planning for the future deployment of 5G, which we expect will drive continued demand for data in the future. With respect to our fixed services, the cable infrastructure we are deploying, largely based on the DOCSIS 3.0 standard, continues to evolve, and we are continuously evaluating alternatives such as DOCSIS 3.1 and FTTH. Over time, 5G and other mobile technologies may also be considered as viable alternatives for fixed services. In the meantime, an important recent trend in the Latin American telecommunications market has been the growth in fixed broadband penetration. We have significantly increased the coverage of our HFC network largely in response to demand for high-speed fixed broadband services. Technological change is also impacting the capabilities of the equipment our customers use, such as mobile handsets and set-top boxes, and potential change in this area may impact demand for our services in the future.

•    Changes in consumer behavior and needs. In recent years, consumption of mobile services has shifted from voice and SMS to data services due largely to changes in consumer patterns, including for example the adoption and growth of social media, made possible by new smartphones on 4G networks capable of high quality live video streaming.

•    Political changes. The countries where we operate are characterized as having a high degree of political uncertainty, and electoral cycles can sometimes impact business investment, consumer confidence, and broader economic activity as well as inflation and foreign exchange rates. Moreover, changes in government can sometimes produce significant changes in taxation and regulation of the telecommunications industry that can have a material impact on our business and financial results.

•COVID-19. On March 11, 2020, the World Health Organization declared the coronavirus outbreak a pandemic. Most countries globally, including a majority of the countries where we operate, reacted by implementing severe restrictions on travel and public gatherings, including the closing of offices, businesses, schools, retail stores and other public venues, and by instituting curfews or quarantines. These restrictions as well as the dangers posed by the virus, produced a significant reduction in mobility and a severe disruption in global economic activity during 2020. According to data compiled by the University of Oxford, the government-imposed lockdowns in the vast majority of our markets were among the most stringent in the world. As a result, many of our stores and distribution channels were forced to close temporarily and a majority of our markets experienced very sharp reductions in mobility during 2020. These lockdowns immediately impacted our prepaid mobile business, which suffered a sharp decline, followed by a rapid recovery as the lockdowns eased. In our subscription businesses, the revenue erosion was more gradual than in mobile prepaid, and the recovery has also been more gradual. Finally, revenue from our B2B services has eroded gradually since the onset of the pandemic, as many small and mid-sized business struggle to cope with the health and economic crisis.

Additional factors and trends affecting our performance and the results of operations are set out in Item 3. Key Information—D. Risk Factors.

Factors affecting comparability of prior periods

Acquisitions

On February 20, 2019 we announced the agreement with Telefonica S.A. to acquire the entire share capital of Telefónica Móviles Panamá, S.A., Telefónica de Costa Rica TC, S.A. (and its wholly owned subsidiary, Telefónica Gestión de Infraestructura y Sistemas de Costa Rica, S.A.) and Telefonía Celular de Nicaragua, S.A. (together, “Telefonica CAM”) for a combined enterprise value of $1,650 million (the “Transaction”) payable in cash.

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On May 16, 2019, we acquired 100% of Telefonía Celular de Nicaragua, S.A., the number one mobile operator in Nicaragua, adding to our existing cable operations. Since the closing date, we have controlled and therefore fully consolidated Telefonía Celular de Nicaragua, S.A. For the year ended December 31, 2019, Telefonía Celular de Nicaragua, S.A. contributed $144 million of revenue and a net profit of $5 million.

On August 29, 2019, we acquired 100% of Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.), the leading mobile operator in the Panama. The acquisition was made through Millicom's subsidiary, Cable Onda, the leading cable operator in the country. Since the closing date, we have controlled and therefore fully consolidated Grupo de Comunicaciones Digitales S.A., with a 20% non-controlling interest. For the year ended December 31, 2019, Telefónica Móviles Panamá, S.A. contributed $80 million of revenue and a net profit of $6 million.

On May 2, 2020, Millicom announced that it had terminated the Share Purchase Agreement in relation to the acquisition of the entire capital of Telefónica de Costa Rica TC, S.A.. The aggregate purchase price for the Telefonica Panama and Nicaragua Acquisitions was therefore $1.08 billion, which have been subject to purchase price adjustments. For additional information, see notes G.3.1. and A.1.2. to our audited consolidated financial statements included elsewhere in this Annual Report.

On December 13, 2018, we acquired a controlling 80% stake in Cable Onda, the largest cable and fixed telecommunications services provider in Panama. Pursuant to the terms of the Stock Purchase Agreement, the transaction closed for cash consideration of $956 million in addition to which Millicom assumed Cable Onda’s debt obligations, including the Corporate Bonds, of which the aggregate principal amount outstanding was $185 million as at the acquisition date, as well as other indebtedness. Since the closing date, we have controlled and therefore fully consolidated Cable Onda in our financial statements with a 20% non-controlling interest. See note C.7.4 to our audited consolidated financial statements for additional details regarding our Cable Onda call and put options.

In the years ended December 31, 2020 and 2019, the Group also completed certain other minor additional acquisitions. See note A.1.2. to our audited consolidated financial statements for additional details regarding our acquisitions and the accounting treatment thereof.

Discontinued operations

As a result of the merger of our business in Ghana with another business, and the resulting change in ownership, as well as the sale of our businesses in Senegal, Rwanda and the Democratic Republic of Congo (“DRC”), those businesses had each been classified as assets held for sale (respectively on September 28, 2017, February 2, 2017, January 23, 2018 and February 8, 2016), and their results had been classified as discontinued operations for all periods presented in our consolidated financial statements included herein. For additional details on our discontinued operations, see notes A.4. and E..3. to our audited consolidated financial statements.

Chad

On March 14, 2019, Millicom announced that it had signed an agreement for the sale of its entire operations in Chad to Maroc Telecom. The transaction was completed on June 27, 2019.

Senegal

On July 28, 2017, we announced that we had agreed to sell our Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and the Teylium Group, subject to customary closing conditions and regulatory approvals. On April 19, 2018, the President of Senegal issued an approval decree in respect of the proposed sale. The sale was completed on April 27, 2018.

Rwanda

On December 19, 2017, we announced that we had signed an agreement for the sale of our Rwanda operations to subsidiaries of Airtel. We received regulatory approvals on January 23, 2018 and the sale was subsequently completed on January 31, 2018.

Ghana

On March 3, 2017, we and Bharti Airtel Limited (“Airtel”) announced that we had entered into an agreement for MIC S.A.’s subsidiary Tigo Ghana Limited and Airtel’s subsidiary Airtel Ghana Limited to combine their operations in Ghana. As per the agreement, we and Airtel have equal ownership and governance rights in the combined entity. Necessary regulatory approvals were received in September 2017, and the merger was completed on October 12, 2017.

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IFRS 16 adoption

IFRS 16 “Leases” was effective for periods starting on January 1, 2019 and has been adopted by the Millicom Group as of that date using the modified retrospective approach with the cumulative effect of applying the new standard recognized in retained profits as of January 1, 2019. For a description of the standard and its impact on the Millicom Group, see “Introduction—New and amended IFRS accounting standards” in the notes to our audited consolidated financial statements.

Guatemala and Honduras Joint Ventures

Though we hold majority ownership interests in the entities that conduct each of the Guatemala and Honduras joint ventures, the boards of directors are composed of equal numbers of directors from Millicom and from our respective partners, and the shareholders’ agreements for each entity require unanimous board approval for key decisions relating to the activities of these entities. As such, we have determined that neither party controls the entities, and we therefore account for our investments in these entities as equity method investments.

We report our share of the net income of the Guatemala and Honduras joint ventures in our consolidated statement of income under the caption “Share of profit in our joint ventures in Guatemala and Honduras.”

For additional details on the Guatemala and Honduras joint ventures, see note A.2. to our audited consolidated financial statements.

Comcel, our principal Guatemala joint venture company in which we hold a 55% ownership interest but which we do not control, met the income threshold as a significant investee accounted for by the equity method for purposes of Rule 3-09 of Regulation S-X for the years ended December 31, 2020, 2019 and 2018.  The financial statements for Comcel are included in Exhibit 99.1 to this Annual Report.

Our segments

Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker to make strategic and operational decisions from both a business and geographic perspective. The Millicom Group’s risks and rates of return for its operations are predominantly affected by operating in different geographical regions. The Millicom Group has businesses in two main regions, Latin America and Africa, which constitute our two segments. Our Latin America segment includes the Guatemala and Honduras joint ventures as if they were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters and to provide increased transparency to investors on those operations. Our Africa segment does not include our joint venture in Ghana because our management does not consider it a strategic part of our group.

Our customer base

We generate revenue mainly from the mobile and cable and other fixed services that we provide and, to a lesser extent, from the sale of telephone and other equipment. For a description of our services, see “Item 4. Information on the Company—B. Business Overview—Our services.” Our results of operations are therefore dependent on both the size of our customer base and on the amount that customers spend on our services.

We measure the amount that customers spend on our services using a telecommunications industry metric known as ARPU, or average revenue per user per month. We define ARPU for our Mobile customers as (x) the total mobile and mobile financial services revenue (excluding revenue earned from tower rentals, call center, data and mobile virtual network operator, visitor roaming, national third parties roaming and mobile telephone equipment sales revenue) for the period, divided by (y) the average number of Mobile subscribers for the period, divided by (z) the number of months in the period. We define ARPU for our Home customers in our Latin America segment as (x) the total Home revenue (excluding equipment sales, TV advertising and equipment rental) for the period, divided by (y) the average number of customer relationships for the period, divided by (z) the number of months in the period. ARPU is not subject to a standard industry definition and our definition of ARPU may be different to other industry participants.

We provide certain customer data below that we believe will assist investors in understanding our performance and to which we refer later in this section in discussing our results of operations.

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Mobile customers by segment

	As of December 31,
	2020		2019		2018
	(in thousands, except where noted)
Latin America	41,734		39,846		33,691
of which are 4G customers	18,243		15,398		10,487
Mobile customer ARPU (in U.S. dollars)	$	6.7	$	7.3	$	7.9
Africa	13,111		12,686		12,724
of which are 4G customers	1,447		865		456
Mobile customer ARPU (in U.S. dollars)	$	2.3	$	2.5	$	2.6

Mobile customers by country in our Latin America segment

	As of December 31,
	2020	2019	2018
	(in thousands)
Bolivia	3,920	3,716	3,604
Colombia	10,025	9,421	8,601
El Salvador	2,685	2,564	2,590
Guatemala	11,416	10,817	10,941
Panama	1,957	1,766	—
Honduras	4,620	4,639	4,678
Nicaragua	3,493	3,427	—
Paraguay	3,618	3,496	3,278

Mobile customers by country in our Africa segment

	As of December 31,
	2020	2019	2018
	(in thousands)
Tanzania (incl. Zantel)	13,111	12,686	12,724

Home customers in our Latin America segment

	As of December 31,
	2020		2019		2018
	(in thousands, except where noted)
Total homes passed	12,229		11,842		11,008
Total customer relationships	4,545		4,341		4,133
HFC homes passed	11,888		11,460		10,562
HFC customer relationships	3,733		3,456		3,103
HFC RGUs	7,602		6,948		6,203
HFC broadband internet RGUs	3,356		2,994		2,612
HFC pay TV RGUs	2,933		2,808		2,609
HFC telephony RGUs	1,313		1,147		982
Home ARPU (in U.S. dollars)	$	27.9	$	29.3	$	28.1

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Results of operations

We have based the following discussion on our consolidated financial statements included elsewhere in this Annual Report. You should read it along with these financial statements, and it is qualified in its entirety by reference to them. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors affecting comparability of prior periods.”

Consolidated results of operations for the years ended December 31, 2020 and 2019

The following table sets forth certain consolidated statement of income data for the periods indicated:

	Year ended December 31,		Percentage Change
	2020	2019
	(U.S. dollars in millions, except percentages)
Revenue	4,171	4,336	(3.8)	%
Cost of sales	(1,171)	(1,201)	(2.5)	%
Gross profit	3,000	3,135	(4.3)	%
Operating expenses	(1,505)	(1,604)	(6.2)	%
Depreciation	(890)	(825)	7.9	%
Amortization	(318)	(275)	15.6	%
Share of profit in our joint ventures in Guatemala and Honduras	171	179	(4.4)	%
Other operating income (expenses), net	(12)	(34)	(65.8)	%
Operating profit	446	575	(22.4)	%
Interest and other financial expenses	(624)	(564)	10.8	%
Interest and other financial income	13	20	(31.3)	%
Other non-operating (expenses) income, net	(106)	227	NM
Loss from other joint ventures and associates, net	(1)	(40)	(98.5)	%
Profit before taxes from continuing operations	(271)	218	NM
Charge for taxes, net	(102)	(120)	(15.5)	%
Profit for the year from continuing operations	(373)	97	NM
Profit (loss) for the year from discontinued operations, net of tax	(12)	57	NM
Net profit (loss) for the year	(385)	154	NM

Revenue

Revenue decreased by 3.8% for the year ended December 31, 2020 to $4,171 million from $4,336 million for the year ended December 31, 2019. The decrease in revenue was primarily due to lower commercial activity as a result of the COVID-19 pandemic, weaker currencies in some of our markets, and was partially offset by the full year contribution of the mobile acquisitions in Nicaragua and Panama, which were acquired in May of 2019 and August of 2019, respectively.

Colombia represented over 32%, Paraguay, Bolivia and Panama each represented between 13% and 14%, and no other country represented more than 10% of our consolidated revenue in 2020 and 2019. Panama experienced the highest relative increase in revenues of $110 million, as a result of the acquisition of the mobile business in August of 2019. Revenue in Nicaragua increased by $63 million due to the acquisition of the mobile business in May of 2019. Revenue in El Salvador increased by 0.6% due to strong prepaid mobile results in the fourth quarter of 2020. Revenue declined by 8.6% in Bolivia due to lower commercial activity as a result of the lockdowns in the country. Revenue decreased by 10.8% in Paraguay and by 12.2% in Colombia due to lower commercial activity as a result of the lockdowns in those markets as well as due to a weaker average FX rate for the Paraguayan guarani and the Colombian peso.

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Cost of sales

Cost of sales decreased by 2.5% for the year ended December 31, 2020 to $1,171 million from $1,201 million for the year ended December 31, 2019. The decrease was commensurate with the decline in revenue.

Operating expenses

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

Depreciation

Depreciation increased by 7.9% for the year ended December 31, 2020 to $890 million from $825 million for the year ended December 31, 2019. The increase was mainly due to the full year consolidation of our operations in Panama and Nicaragua.

Amortization

Amortization increased by 15.6% for the year ended December 31, 2020 to $318 million from $275 million for the year ended December 31, 2019. The increase was mainly related to the full year contribution of our acquisitions in Panama and Nicaragua, accelerated amortization of some brands in the Cable Onda acquisition in Panama, and our spectrum purchase in Colombia.

Share of profit in our joint ventures in Guatemala and Honduras

Share of profit in our joint ventures in Guatemala and Honduras decreased by 4.4% for the year ended December 31, 2020 to $171 million from $179 million for the year ended December 31, 2019. The decrease was mainly due to a decline in the net profits generated in both Guatemala and Honduras. In Guatemala, the decrease in net profits came mostly from a one-time charge related to the redemption of the Comcel 2024 Notes, and increased tax provision in the year ended December 31, 2020. In Honduras, the decrease in net profit in the year ended December 31, 2020 was mainly due to the impact of the COVID-19 pandemic on revenue.

Other operating income (expenses), net

Other operating income (expenses), net, decreased by $23 million for the year ended December 31, 2020 to an expense of $12 million from an expense of $34 million for the year ended December 31, 2019. The expense for the year ended December 31, 2020 reflects the impairment of a loan to a joint venture offset by gains from disposal in equity investments.

Interest and other financial expenses

Interest and other financial expenses increased by 10.8% for the year ended December 31, 2020 to $624 million from $564 million for the year ended December 31, 2019. The increase was mainly due to accrued interest on spectrum purchased in Colombia in December 2019 as well as bond redemption fees related to a MICSA bond.

Interest and other financial income

Interest and other financial income decreased by 31.3% for the year ended December 31, 2020 to $13 million from $20 million for the year ended December 31, 2019. The decrease was mainly due to lower average cash and cash equivalents balances during 2020 as compared to 2019.

Other non-operating (expenses) income, net

Other non-operating (expenses) income, net decreased by $333 million for the year ended December 31, 2020 to an expense of $106 million from an income of $227 million for the year ended December 31, 2019. The expense for the year ended December 31, 2020, was mainly due to foreign exchange losses and the mark to market of our equity investments in Jumia and Helios Towers, while the income for the year ended December 31, 2019 was mainly due to a gain from the disposal on Jumia and Helios Towers.

Loss from other joint ventures and associates, net

Loss from other joint ventures and associates, net decreased by 98.5% for the year ended December 31, 2020 to a loss of $1 million from a loss of $40 million for the year ended December 31, 2019. For the year ended December 31, 2020 the loss was mostly related to our results in Ghana. For the year ended December 31, 2019, the loss was mainly due to the derecognition of Jumia as investment in associates.

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Charges for taxes, net

Charges for taxes, net decreased by 15.5% for the year ended December 31, 2020 to $102 million from $120 million for the year ended December 31, 2019. The decrease was mainly due to lower profitability and higher deferred tax credit as of December 31, 2020 compared to December 31, 2019.

The main components of charges for taxes, net are the income tax generated by most of the operations in our Latin America segment and the withholding tax we pay when cash is upstreamed from our local operations. We also have net losses mainly in our corporate entities that reduce our profit before taxes and for which no deferred tax asset is recognized due to the history of losses in such entities. As a result, our effective tax rate is generally above our average statutory tax rate. Moreover, due to the jurisdictional differences and mix, we do not have the opportunity to offset tax expense with accumulated tax loss carry-forwards.

Net profit (loss) for the year

Net profit (loss) for the year decreased by $539 million for the year ended December 31, 2020 to a net loss of $385 million from a net profit of $154 million for the year ended December 31, 2019. Profit (loss) for the year from continuing operations decreased by $470 million for the year ended December 31, 2020 to a loss of $373 million from a profit of $97 million for the year ended December 31, 2019 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax decreased by $69 million for the year ended December 31, 2020 to a loss of $12 million from a profit of $57 million for the year ended December 31, 2019 reflecting adjustments to the sales of Chad and Senegal.

Segment results of operations for the years ended December 31, 2020 and 2019

Our Latin America segment includes the Guatemala and Honduras joint ventures as if they were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters. Our Africa segment does not include our joint venture in Ghana because our management does not consider it a strategic part of our group. See “—Our segments” above.

As from January 1, 2020, Millicom is allocating corporate costs to each segment based on their contribution to underlying revenue, and only non-recurring costs, such as the M&A-related fees incurred in 2019, will remain unallocated going forward. This change in presentation has no impact on Group EBITDA. In order to facilitate comparisons of December 31, 2020 figures with prior periods, comparative figures have been re-presented to conform with this new segment EBITDA reporting.

The following table sets forth certain segment data, which has been extracted from note B.3 to our audited consolidated financial statements, where segment data is reconciled to consolidated data, for the periods indicated:

	Year ended December 31,
	2020		2019		Percentage Change
	Latin America	Africa	Latin America	Africa	Latin America		Africa
	(U.S. dollars in millions, except percentages)
Mobile revenue	3,220	357	3,258	372	(1.1)	%	(4.0)	%
Cable and other fixed services revenue	2,097	8	2,197	9	(4.5)	%	(5.7)	%
Other revenue	60	1	60	1	(0.5)	%	34.1	%
Service revenue	5,377	366	5,514	382	(2.5)	%	(4.0)	%
Telephone and equipment revenue	466	—	449	—	3.7	%	NM
Revenue	5,843	366	5,964	382	(2.0)	%	(4.0)	%
Operating profit	803	36	980	19	(18.1)	%	87.0	%
Add back:
Depreciation and amortization	1,561	89	1,435	99	8.8	%	(10.4)	%
Other operating income (expenses), net	(5)	—	2	(2)	NM		(93.5)	%
EBITDA	2,360	125	2,418	117	(2.4)	%	6.9	%

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

	December 31		Percentage Change
	2020	2019
	(U.S. dollars in millions, except percentages)
Colombia	1,346	1,532	(12.2)	%
Guatemala	1,503	1,434	4.8	%
Panama	585	475	23.3	%
Paraguay	544	610	(10.8)	%
Honduras	552	594	(7.0)	%
Bolivia	584	639	(8.6)	%
El Salvador	389	387	0.6	%

_____________

(i)    The revenue figures above are shown before intercompany eliminations.

Segment revenue

Revenue of our Latin America segment decreased by 2.0% for the year ended December 31, 2020 to $5,843 million from $5,964 million for the year ended December 31, 2019. The decrease in revenue was due to a decrease in our service revenue. The decrease in our service revenue was due to lower commercial activity as a result of the COVID-19 pandemic, as well as a negative impact from weaker foreign exchange rates in some of the countries where we operate including Colombia and Paraguay, offset by the full year contribution of our mobile assets in Nicaragua and Panama, which were acquired during 2019.

Following the disposal of our Chad operations during 2019, our Africa segment operations now consist of Tanzania, including Zantel. Revenue of our Africa segment decreased by 4.1% for the year ended December 31, 2020 to $366 million from $382 million for the year ended December 31, 2019. The decrease was mainly due to the impact of lower commercial activity as a result of the COVID-19 pandemic.

Segment operating profit

Operating profit of our Latin America segment decreased by 18.1% for the year ended December 31, 2020 to $803 million from $980 million for the year ended December 31, 2019. The decrease was primarily attributable to revenue decline, increased depreciation and amortization impacted by the full-year consolidation of our acquisitions in Nicaragua and Panama as well as accelerated amortization of a brand from our cable purchase in Panama and our spectrum purchase in Colombia as well as increased interest expense as a result of the accrual of spectrum in Colombia and fees related to the Comcel bond redemption in Guatemala.

Operating profit of our Africa segment increased by 87.0% for the year ended December 31, 2020 to $36 million from $19 million for the year ended December 31, 2019. The increase was mainly due to a $21 million fine that impacted operating profit as of December 31, 2019.

Segment EBITDA

Segment EBITDA is segment operating profit excluding, depreciation and amortization and other operating income (expenses), net which includes impairment losses and gains/losses on the disposal of fixed assets attributable to the segment. Segment EBITDA is used by the management to monitor the segmental performance and for capital management and is further detailed in note B.3. Segment Information in the audited consolidated financial statements.

EBITDA of our Latin America segment decreased by 2.4% for the year ended December 31, 2020 to $2,360 million from $2,418 million for the year ended December 31, 2019. The decrease was attributable to lower commercial activity during the year. Using the same definition used for organic growth for service revenue and revenue in the section “Other Financial Data”, having deducted the 3.8 percentage points positive impact of mobile Panama and Nicaragua acquisitions (which were acquired during 2019), added the 3.5 percentage points negative impact of foreign currency

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fluctuations between the periods, and deducted 1.0 percentage points of other impacts resulting from the net effect of small differences that result from calculating organic growth using different baselines for each period, EBITDA of our Latin America segment would have declined by 3.7%.

EBITDA of our Africa segment increased by 6.9% for the year ended December 31, 2020 to $125 million from $117 million for the year ended December 31, 2019.

Consolidated results of operations for the years ended December 31, 2019 and 2018

The following table sets forth certain consolidated statement of income data for the periods indicated:

	December 31		Percentage Change
	2019	2018 (i)
	(U.S. dollars in millions, except percentages)
Revenue	4,336	3,946	9.9	%
Cost of sales	(1,201)	(1,117)	7.5	%
Gross profit	3,135	2,829	10.8	%
Operating expenses	(1,604)	(1,616)	(0.8)	%
Depreciation	(825)	(662)	24.5	%
Amortization	(275)	(140)	95.9	%
Share of profit in the joint ventures in Guatemala and Honduras	179	154	16.0	%
Other operating income (expenses), net	(34)	75	NM
Operating profit	575	640	(10.1)	%
Interest and other financial expenses	(564)	(367)	53.7	%
Interest and other financial income	20	21	(4.6)	%
Other non operation income/expenses	227	(39)	NM
Profit (loss) from other joint ventures and associates, net	(40)	(136)	(70.3)	%
Profit (loss) before taxes from continuing operations	218	119	82.6	%
Tax (charge) credit, net	(120)	(112)	7.2	%
Profit (loss) from continuing operations	97	7	NM
Profit (loss) from discontinued operations, net of tax	57	(33)	NM
Net profit (loss) for the period	154	(26)	NM

_______________

(i)    IFRS 16 was adopted as of January 1, 2019, using the modified retrospective method; previous periods were therefore not restated and might not be directly comparable. See "Introduction—New and amended IFRS accounting standards" in the notes to our audited consolidated financial statements included elsewhere in this Annual Report for additional details regarding the impact of the adoptions.

Revenue

Revenue increased by 9.9% for the year ended December 31, 2019 to $4,336 million from $3,946 million for the year ended December 31, 2018. The increase in revenue was primarily due to additional revenue of $395 million related to a full year of Cable Onda's revenue in Panama following the completion of the acquisition in December of 2018, the positive $144 million impact from the Nicaragua mobile acquisition in May of 2019 and the positive $81 million impact from the Panama mobile acquisition in August of 2019, partially offset by weaker currencies in some of our markets.

Colombia represented over 35%, Paraguay, Bolivia and Panama each represented between 11% and 15%, and no other country represented more than 10% of our consolidated revenue in 2019 and 2018. Panama experienced the highest relative increase in revenues of $458 million, as a result of the first full year of operations after the acquisition of Cable Onda in December of 2018, as well as the acquisition of the mobile business in August of 2019. Revenue in

Nicaragua increased by $144 million due to the acquisition of the mobile business in May of 2019. Revenue in Bolivia grew by 4.2% due to strong growth in our Cable and other fixed business services. Revenue in Colombia declined by

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7.8% due to a weaker average FX rate for the Colombian Peso. El Salvador revenue declined by 4.5% as revenue from prepaid mobile services declined in 2019.

Cost of sales

Cost of sales increased by 7.5% for the year ended December 31, 2019 to $1,201 million from $1,117 million for the year ended December 31, 2018. The increase was mainly due to the impact of acquisition of mobile operations in Panama and in Nicaragua.

Operating expenses

Operating expenses decreased by 0.8% for the year ended December 31, 2019 to $1,604 million from $1,616 million for the year ended December 31, 2018. The decrease was mainly due to lower general and administrative expenses.

Depreciation

Depreciation increased by 24.5% for the year ended December 31, 2019 to $825 million from $662 million for the year ended December 31, 2018. The increase was mainly due to the adoption of IFRS 16, which increased depreciation by $109 million compared to what it would have been if we had continued to follow IAS 17 in the year ended December 31, 2019, and the acquisition of our operations in Panama and Nicaragua, which increased depreciation, partially offset by a reduction in depreciation due to weaker currencies, particularly in Colombia and Paraguay.

Amortization

Amortization increased by 95.9% for the year ended December 31, 2019 to $275 million from $140 million for the year ended December 31, 2018. The increase was mainly related to our acquisitions in Panama and Nicaragua, which increased amortization by $129 million for the year ended December 31, 2019.

Share of profit in our joint ventures in Guatemala and Honduras

Share of profit in our joint ventures in Guatemala and Honduras increased by 16.0% for the year ended December 31, 2019 to $179 million from $154 million for the year ended December 31, 2018. The increase was mainly due to growth of the net profits generated in both Guatemala and Honduras. In Guatemala, the increase in net profits came mostly from increased revenue, lower operating expenses due to lower general and administrative costs during the year, and lower levels of foreign exchange losses in the year ended December 31, 2019. In Honduras, the increase in net profit was mainly due to an increase in revenues as well as lower levels of foreign exchange losses in the year ended December 31, 2019.

Other operating income (expenses), net

Other operating income (expenses), net decreased by $110 million for the year ended December 31, 2019 to an expense of $34 million from an income of $75 million for the year ended December 31, 2018. The expense for the year endedDecember 31, 2019 was mainly due to a loss from the disposal of equity investments, while the income for the year ended December 31, 2018 was mainly due to gains registered from the sale of towers in El Salvador, Paraguay and Colombia.

Interest and other financial expenses

Interest and other financial expenses increased by 53.7% for the year ended December 31, 2019 to $564 million from $367 million for the year ended December 31, 2018. The increase was mainly due to higher gross debt as a result of incurring debt to fund the acquisitions in Panama and Nicaragua, as well as the adoption of IFRS 16 which added $72 million to interest expense.

Interest and other financial income

Interest and other financial income decreased by 4.6% for the year ended December 31, 2019 to $20 million from $21 million for the year ended December 31, 2018. The slight decrease was mainly due to lower average cash and cash equivalents balances during 2019 as compared to 2018.

Other non-operating (expenses) income, net

Other non-operating (expenses) income, increased by $266 million for the year ended December 31, 2019 to an income of $227 million from an expense of $39 million for the year ended December 31, 2018. The increase largely reflects a non-cash net loss of $38 million related to the revaluation of our stake in Jumia, which completed an initial public offering during 2019 and which had been accounted for as a financial asset at fair value and is offset by a net

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gain of $312 million related to the gain from disposal and revaluation of our stake in Helios Towers Africa, which also completed an initial public offering during 2019, and which is accounted for as a financial asset at fair value.

Loss from other joint ventures and associates, net

Loss from other joint ventures and associates, net decreased by 70.3% for the year ended December 31, 2019 to a loss of $40 million from a loss of $136 million for the year ended December 31, 2018. The decrease was mainly due to the derecognition of Jumia as investment in associates in January. For the year ended December 31, 2018, the Group’s share of results from Jumia and Helios Towers associates was a loss of $66 million. In addition, the decrease was related as well to a lower share of loss from the joint venture in Ghana during 2019 compared to 2018.

Charges for taxes, net

Charges for taxes, net increased by 7.2% for the year ended December 31, 2019 to $120 million from $112 million for the year ended December 31, 2018. The increase was mainly due to the inclusion of the Telefonica and Cable Onda operations.

The main components of charges for taxes, net are the income tax generated by most of the operations in our Latin America segment and the withholding tax we pay when cash is upstreamed from our local operations to MIC S.A. We also have net losses mainly in our corporate entities that reduce our profit before taxes and for which no deferred tax asset is recognized due to the history of losses in such entities. As a result, our effective tax rate is generally above our average statutory tax rate. Moreover, due to the jurisdictional differences and mix, we do not have the opportunity to offset tax expense with accumulated tax loss carryforwards.

Net profit (loss) for the year

Net profit (loss) for the year increased by $180 million for the year ended December 31, 2019 to a profit of $154 million from a loss of $26 million for the year ended December 31, 2018. Profit (loss) for the year from continuing operations increased by $90 million for the year ended December 31, 2019 to a profit of $97 million from a profit of $7 million for the year ended December 31, 2018 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax increased by $90 million for the year ended December 31, 2019 to a profit of $57 million from a loss of $33 million for the year ended December 31, 2018. The increase in profit(loss) for the year from discontinued operations, net of tax, was mainly due to to the complete disposal of our Rwanda and Senegal operations that were included in this line during the first quarter of 2018 as well as the complete disposal of our Chad operations that were included in this line for the entirety of 2018.

Segment results of operations for the years ended December 31, 2019 and 2018

Our Latin America segment includes the Guatemala and Honduras joint ventures as if they were fully consolidated, as this reflects the way our management reviews and uses internally reported information to make decisions about operating matters. Our Africa segment does not include our joint venture in Ghana because our management does not consider it a strategic part of our group. See “—Our segments” above.

As from January 1, 2020, Millicom is allocating corporate costs to each segment based on their contribution to underlying revenue, and only non-recurring costs, such as the M&A-related fees incurred in 2019, will remain unallocated going forward. This change in presentation has no impact on Group EBITDA. In order to facilitate comparisons of December 31, 2020 figures with prior periods, comparative figures have been re-presented to conform with this new segment EBITDA reporting.

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The following table sets forth certain segment data, which has been extracted from note B.3 to our audited consolidated financial statements, where segment data is reconciled to consolidated data, for the periods indicated:

	December 31
	2019		2018		Percentage Change
	Latin America	Africa	Latin America	Africa	Latin America		Africa
	(U.S. dollars in millions, except percentages)
Mobile revenue	3,258	372	3,214	388	1.4	%	(4.0)	%
Cable and other fixed services revenue	2,197	9	1,808	10	21.5	%	(8.6)	%
Other revenue	60	1	48	1	25.5	%	(38.4)	%
Service revenue	5,514	382	5,069	398	8.8	%	(4.2)	%
Telephone and equipment revenue	449	—	415	—	8.2	%	NM
Revenue	5,964	382	5,485	399	8.7	%	(4.2)	%
Operating profit (loss) (i)	980	19	990	21	(1.0)	%	(7.4)	%
Add back:
Depreciation and amortization	1,435	99	1,133	80	26.7	%	24.5	%
Other operating income (expenses), net	2	(2)	(51)	(3)	(104.8)	%	(35.9)	%
EBITDA (i)	2,418	117	2,072	98	16.7	%	19.2	%

(i)    Restated. As from January 1, 2020, corporate costs allocation to each segment is based on their contribution to underlying revenue, and only non-recurring costs, such as the M&A-related fees incurred in 2019, will not be allocated to geographical segments going forward.

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

	December 31		Percentage Change
	2019	2018
	(U.S. dollars in millions, except percentages)
Colombia	1,532	1,661	(7.8)	%
Guatemala	1,434	1,373	4.5	%
Panama	475	17	NM
Paraguay	610	679	(10.2)	%
Honduras	594	586	1.4	%
Bolivia	639	614	4.2	%
El Salvador	387	405	(4.5)	%

(i)    The revenue figures above are shown before intercompany eliminations.

Segment revenue

Revenue of our Latin America segment increased by 8.7% for the year ended December 31, 2019 to $5,964 million from $5,485 million for the year ended December 31, 2018. The increase in revenue was due to an increase in our service revenue. The increase in our service revenue was due to an increase in Cable and other fixed services revenue caused by the acquisition of Cable Onda and organic growth driven by the cable business in all of our markets. Additionally, the increase in revenue was due to an increase in Mobile revenue due to the mobile acquisitions in Panama and Nicaragua during 2019. These increases in service revenue were partially offset by a decrease in Mobile organic growth caused by macroeconomic slowdowns as well as increased competition in Bolivia, Paraguay and Guatemala. Our Latin America segment revenue was also negatively impacted by weaker foreign exchange rates in several of the countries which we operate.

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Following the disposal of our Chad operations during 2019, our Africa segment operations now consist of Tanzania, including Zantel. Revenue of our Africa segment decreased by 4.2% for the year ended December 31, 2019 to $382 million from $399 million for the year ended December 31, 2018. The decrease was mainly due to the impact of lower interconnection rates as well as increased competition.

Segment operating profit

Operating profit of our Latin America segment decreased by 1.0% for the year ended December 31, 2019 to $980 million from $990 million for the year ended December 31, 2018. The decrease was primarily attributable to an increase in depreciation and amortization as a result of the adoption of IFRS 16 and due to acquisitions.

Operating profit of our Africa segment decreased by 7.4% for the year ended December 31, 2019 to $19.42 million from $20.98 million for the year ended December 31, 2018. The decrease was mainly due to lower revenues and a $21 million regulatory fine.

Segment EBITDA

Segment EBITDA is segment operating profit excluding, depreciation and amortization and other operating income (expenses), net which includes impairment losses and gains/losses on the disposal of fixed assets attributable to the segment. Segment EBITDA is used by the management to monitor the segmental performance and for capital management and is further detailed in note B.3. Segment Information in the consolidated financial statements.

EBITDA of our Latin America segment increased by 16.7% for the year ended December 31, 2019 to $2,418 million from $2,072 million for the year ended December 31, 2018. The increase was attributable to including a full year of Cable Onda as well as the inclusion of the mobile acquisitions in Panama and Nicaragua and a $170.6 million increase resulting from the adoption of IFRS 16, partially offset by weaker currency exchange rates. Using the same definition used for organic growth for service revenue and revenue in the section “Other Financial Data”, having deducted the 8.2 percentage points of positive impact from accounting changes (i.e., the effect of the implementation of IFRS 16 as of January 1, 2019), deducted the 11.9 percentage points positive impact of mobile Panama and Nicaragua acquisitions (which were acquired during 2019), added the 5.0 percentage points negative impact of foreign currency fluctuations between the periods, and added 0.5 percentage points of other negative impacts resulting from the net effect of small differences that result from calculating organic growth using different baselines for each period, EBITDA of our Latin America segment would have increased by 2.1%.

EBITDA of our Africa segment increased by 19.2% for the year ended December 31, 2019 to $117 million from $98 million for the year ended December 31, 2018. The increase was mainly due to the adoption of IFRS 16, which added $34.4 million to EBITDA.

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Other Financial Data

	December 31,
	2020	2019
Consolidated:
Net cash provided by operating activities	821	801
Net cash used in investing activities	(495)	(1,502)
Net cash provided by financing activities	(598)	1,355
Operating free cash flow(1)	657	425
Free cash flow(1)	106	(45)
Equity free cash flow(1)	172	179
Equity free cash flow after leases(1)	56	73
Latin America segment:
Service revenue	5,377	5,514
Telephone and equipment revenue	466	449
Revenue	5,843	5,964
Revenue growth	(2.0)%	8.7%
Revenue organic growth (2)	(2.1)%	2.8%
Service revenue growth	(2.5)%	8.8%
Service revenue organic growth (2)	(2.5)%	2.2%

(1) Free Cash Flow Measures

Operating free cash flow

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

Free cash flow

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

Equity free cash flow

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

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deduction dividends paid to non–controlling interests. Equity free cash flow has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS.

The following table shows a reconciliation from Net cash provided by operating activities to Operating free cash flow, Free cash flow, Equity free cash flow, and Equity free cash flow after leases for the Millicom Group:

	December 31,
	2020	2019
Net cash provided by operating activities	821	801
Purchase of property, plant and equipment	(622)	(736)
Proceeds from sale of property, plant and equipment	9	24
Proceeds from sale of towers part of tower sale and leaseback transactions	—	(22)
Purchase of intangible assets	(202)	(171)
Proceeds from sale of intangible assets	—	—
Purchase of spectrum and licenses	101	59
Finance charges paid, net	551	470
Operating free cash flow	657	425
Interest (paid), net	(551)	(470)
Free cash flow	106	(45)
Dividends received from joint ventures (Guatemala and Honduras)	71	237
Dividends paid to non-controlling interests	(5)	(13)
Equity free cash flow	172	179
Lease principal repayments	(116)	(107)
Equity free cash flow after leases	56	73

(2) Revenue and Service Revenue Organic Growth

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

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

To eliminate the impact of currency fluctuations, we use recent U.S. dollar exchange rate data for the local non-U.S.-dollar currencies of the markets in which we operate to determine an estimated, or budgeted, exchange rate for such currencies. Revenues and service revenues in non-U.S.-dollar currencies from both the more recent period and the corresponding period of the prior year are then translated into U.S. dollars at the same budgeted exchange rates. Revenue Organic Growth and Service Revenue Organic Growth have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for an analysis of our results as reported under IFRS.

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

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	Revenue		Service Revenue
	As of and for the year endedDecember 31,
	2020	2019	2020	2019
Current period	5,843	5,964	5,377	5,514
Prior year period	5,964	5,485	5,514	5,069
Reported Growth	(2.0)%	8.7%	(2.5)%	8.8%
Change in Perimeter impact(i)	(3.9)%	(11.0)%	(4.0)%	(11.6)%
Foreign exchange impact(ii)	3.8%	5.2%	3.9%	5.2%
Other(iii)	—%	(0.1)%	0.1%	(0.1)%
Organic Growth	(2.1)%	2.8%	(2.5)%	2.2%

i.The following change in perimeter impacts were eliminated to calculate revenue organic growth: a positive $235 million revenue impact in the year ended December 31, 2020, and a positive $604 million revenue impact in the year ended December 31, 2019 due to revenue generated by Telefonia Celular de Nicaragua S.A. which was consolidated as of May 16, 2019 and Grupo de Comunicaciones Digitales S.A. (formerly Telefonica Moviles Panama, S.A.) which we consolidated as of August 29, 2019. The impact in the year ended December 31, 2019 considers as well the revenue generated by Cable Onda which was consolidated as of December 13, 2018. The following change in perimeter impacts were eliminated to calculate service revenue organic growth: a positive $218 million service revenue impact in the year ended December 31, 2020 and a positive $590 million service revenue impact in the year ended December 31, 2019 due to service revenue generated by Telefonia Celular de Nicaragua S.A. which was consolidated as of May 16, 2019 and Grupo de Comunicaciones Digitales S.A. (formerly Telefonica Moviles Panama, S.A.), which we consolidated as of August 29, 2019. The impact in the year ended December 31, 2019 considers as well the service revenue generated by Cable Onda which was consolidated as of December 13, 2018.

ii.The following foreign exchange fluctuation impacts were eliminated to calculate revenue organic growth: a negative $226 million revenue impact in the year ended December 31, 2020, and a negative $283 million revenue impact in the year ended December 31, 2019. The following foreign exchange fluctuation impacts were eliminated to calculate service revenue organic growth: a negative $212 million service revenue impact in the year ended December 31, 2020, and a negative $263 million service revenue impact in the year ended December 31, 2019.

iii.The following other impacts related to changes for comparative purposes were eliminated to calculate revenue organic growth: a negative $3 million revenue impact in the year ended December 31, 2020, a positive $6 million revenue impact in the year ended December 31, 2019. The following other impacts related to changes for comparative purposes were eliminated to calculate service revenue organic growth: a negative $3 million service revenue impact in the year ended December 31, 2020, and a positive $5 million service revenue impact in the year ended December 31, 2019.

Critical accounting policies

The preparation of our financial statements requires management to use judgment in applying accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management’s best knowledge of current events, actions and best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are described in “Introduction— Judgments and critical estimates” in the notes to our audited consolidated financial statements, and in the notes referenced therein.

For a description of new or amended IFRS accounting standards to which we are subject, see “Introduction— New and amended IFRS accounting standards” in the notes to our audited consolidated financial statements.

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B.    Liquidity and Capital Resources

Overview

The Millicom Group’s sources of funds are cash from operations, internal and external financing as well as proceeds from the disposal of assets. The Millicom Group finances its operations centrally at the MIC S.A. level or alternatively, where it deems it more cost effective to do so, at the operational level.

In particular, we seek to finance the costs of deploying and expanding our fixed and mobile networks mainly at the operating level on a country-by-country basis, utilizing credit facilities provided by banks and finance leases, obtaining financing from the debt capital markets, and seeking funding from export credit agencies and development financial institutions such as the InterAmerican Development Bank and the International Finance Corporation.

If we decide to acquire other businesses, we expect to fund these acquisitions from cash resources, borrowings under existing credit facilities and, if necessary, through new borrowings, including under new credit facilities or issuances of debt securities, though we may issue equity also to raise funds.

As of December 31, 2020, $305 million of the Millicom Group’s cash and cash equivalents balance was at the holdings level and a further $570 million was at the operating subsidiaries level. As of December 31, 2019 and 2018, respectively, $696 million and $145 million of the Millicom Group’s cash and cash equivalents balance was at the holdings level and a further $468 million and $382 million was at the operating subsidiaries level.

If funds at the foreign operating subsidiary level are repatriated, taxes on each type of repatriation and each country would need to be accrued and paid, where applicable.

As of December 31, 2020 and December 31, 2019, our total consolidated indebtedness excluding lease liabilities was $5,691 million and $5,972 million, respectively. As of December 31, 2018 our total consolidated outstanding debt and other financing was $4,580 million.

We believe that our available cash and cash equivalents, borrowings and funds from our operating subsidiaries will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months.

Cash upstreaming

Progressive improvement in operating and financial performance of our operations has enabled the upstreaming of excess cash to MIC S.A. This is accomplished through a combination of dividends, fees and shareholder loan repayments.

The following table sets forth cash upstreamed to MIC S.A. from our subsidiaries and joint ventures for the periods presented:

	December 31,
	2020	2019	2018
	(U.S. dollars in millions)
Subsidiaries	392	346	594
Joint ventures	98	261	263
Total	490	606	857

In each case, the upstreamed cash was principally used to cover corporate center expenses, service corporate debt, pay corporate center taxes and pay the group dividend.

Some of our operating subsidiaries and joint ventures have covenants on debt outstanding that impose restrictions on their ability to upstream cash to MIC S.A. As a result of these restrictions, significant cash or cash equivalent balances may be held from time to time at our operating subsidiaries and joint ventures.

Cash flows

Set forth below is a comparative discussion of our cash flows, which includes cash flows from discontinued operations.

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Years ended December 31, 2020 and 2019

For the year ended December 31, 2020, cash provided by operating activities was $821 million, compared to $801 million for the year ended December 31, 2019. The increase is mainly due to lower working capital during the year ended December 31, 2020 compared to the year ended December 31, 2019.

Cash used in investing activities was $495 million for the year ended December 31, 2020, compared to $1,502 million for the year ended December 31, 2019. In the year ended December 31, 2020, Millicom used $10 million in the acquisition of subsidiaries, $622 million to purchase property, plant and equipment and $202 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $71 million in dividends from joint ventures, $10 million from the disposal of subsidiaries, $197 million from the disposal of equity investments and $9 million from the sale of property, plant and equipment such as towers. Cash used in investing activities was $1,502 million for the year ended December 31, 2019. In the year ended December 31, 2019, Millicom used $1,014 million in the acquisition of subsidiaries, net of cash acquired (mobile operations in Panama and Nicaragua), $736 million to purchase property, plant and equipment and $171 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $237 million in dividends from joint ventures, $111 million from the disposal of subsidiaries (mainly Chad), $25 million from disposal of equity investments and $24 million from the sale of property, plant and equipment such as towers.

Cash used in financing activities was $598 million for the year ended December 31, 2020, compared to cash provided by financing activities of $1,355 million for the year ended December 31, 2019. In the year ended December 31, 2020, we paid no dividend, used $10 million for share repurchases, and repaid debt of $1,744 million and lease capital of $116 million while raising funds of $1,470 million through new financing. In the year ended December 31, 2019, we paid $268 million to shareholders in dividends (ordinary dividend of $2.64 per share) and repaid debt of $1,157 million and lease capital of $107 million while raising funds of $2,900 million through new financing.

Years ended December 31, 2019 and 2018

For the year ended December 31, 2019, cash provided by operating activities was $801 million, compared to $792 million for the year ended December 31, 2018. The increase is mainly due to higher interest payments due to an increase in gross debt for the acquisitions made in the past year.

Cash used in investing activities was $1,502 million for the year ended December 31, 2019, compared to $1,199 million for the year ended December 31, 2018. In the year ended December 31, 2019, Millicom used $1,014 million in the acquisition of subsidiaries, net of cash acquired (mobile operations in Panama and Nicaragua), $736 million to purchase property, plant and equipment and $171 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $237 million in dividends from joint ventures, $111 million from the disposal of subsidiaries (mainly Chad) and $24 million from the sale of property, plant and equipment such as towers. In the year ended December 31, 2018, Millicom used $953 million in the acquisition of subsidiaries, net of cash acquired (mainly Cable Onda), $632 million to purchase property, plant and equipment and $148 million for intangible assets and licenses. These items were partially offset by $243 million in proceeds from dividends from joint ventures, and $154 million from the sale of property, plant and equipment such as towers.

Cash used in financing activities was $1,355 million for the year ended December 31, 2019, compared to $341 million for the year ended December 31, 2018. In the year ended December 31, 2019, we paid $268 million in dividends (ordinary dividend of $2.64 per share) and repaid debt of $1,157 million while raising funds of $2,900 million through new financing. In the year ended December 31, 2018, we paid $266 million to shareholders in dividends (ordinary dividend of $2.64 per share) and repaid debt of $530 million while raising funds of $1,155 million through new financing.

Capital expenditures

Historical capital expenditures

Our capital expenditures of property, plant and equipment, licenses and other intangibles on a consolidated basis and by operating segment, including accruals for such additions at the end of the periods, for the years ended December 31, 2020, 2019, and 2018 is set out in the table below. Our capital expenditure mainly relates to the growth of the 4G network, the rollout of the HFC network, connection of new homes and IT investments.

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	December 31
	2020	2019	2018
	(U.S. dollars in millions)
Additions to property, plant and equipment	649	719	698
Additions to licenses and other intangibles	520	202	158
Total consolidated additions	1,169	921	856
Latin America segment total additions (including Guatemala and Honduras)	1,445	1,119	1,040
Africa segment total additions	41	54	30

Capital expenditure commitments

As of December 31, 2020, we had commitments to purchase network equipment, land and buildings and other fixed assets with a value of $564 million from a number of suppliers, of which $400 million was within one year and $164 million more than one year. Out of these commitments, $69 million and $52 million, respectively, related to the Company’s share in joint ventures. We expect to meet these commitments from our current cash balance and from cash generated from our operations.

Financing

We seek to finance our operations on a country-by-country basis when we determine it to be more cost and risk effective. As local financial markets become more developed, we have been able to finance increasingly at the level of our operations in local currency and on a non-recourse basis to MIC S.A. as of December 31, 2020, 56% ($3,187 million) of our total consolidated debt excluding lease liabilities of $5,691 million was at the operational level (excluding our joint ventures in Guatemala and Honduras) and non-recourse to MIC S.A., and 41% of this debt was denominated in local currency. In addition, at December 31, 2020 our joint ventures in Guatemala and Honduras had $750 million of debt excluding lease liabilities which was non-recourse to MIC S.A.

Consolidated indebtedness

Millicom’s total consolidated debt excluding lease liabilities as of December 31, 2020 was $5,691 million and our total consolidated net debt (representing total consolidated debt after deduction of cash, cash equivalents, and pledged deposits) was $4,816 million. Including lease liabilities, Millicom's total consolidated financial obligations as of December 31, 2020 were $6,711 million and our total consolidated net financial obligations (representing total consolidated financial obligations after deduction of cash, cash equivalents, and pledged deposits) were $5,837 million. Millicom’s total consolidated debt excluding lease liabilities as of December 31, 2019 was $5,972 million and our total consolidated net debt (representing total consolidated debt after deduction of cash, cash equivalents, and pledged deposits) was $4,807 million. Including lease liabilities, Millicom's total consolidated financial obligations as of December 31, 2019 were $7,036 million and our total consolidated net financial obligations (representing total consolidated financial obligations after deduction of cash, cash equivalents, and pledged deposits) were $5,902 million See note C.6. to our audited consolidated financial statements included elsewhere in this Annual Report for a reconciliation of total consolidated debt (and financial obligations) to total consolidated net debt (and financial obligations). Our consolidated interest and other financial expenses for the year ended December 31, 2020 were $624 million and for years ended December 31, 2019 and 2018 were $564 million and $367 million, respectively.

Millicom's lease liabilities as of December 31, 2020 was $1,020 million, 98% of our consolidated lease liabilities or $996 million, was at operational level (excluding our joint ventures in Guatemala and Honduras) and non-recourse to MIC S.A.

The following table sets forth our consolidated debt and financing by entity or operational entity location for the periods indicated:

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	December 31,
	2020	2019	2018
	(US$ millions)
MIC S.A. (Luxembourg)	2,504	2,773	1,770
Latin America:
Colombia	803	827	1,016
Paraguay	738	502	504
Bolivia	337	350	317
El Salvador	118	268	299
Costa Rica	119	148	148
Panama	869	918	261
Africa:
Tanzania	203	186	201
Chad(1)		—	64
Total debt and financing	5,691	5,972	4,580

(i)    Operations were classified as assets held for sale from 2017 and subsequently disposed of or merged.

(ii) Finance lease liabilities were included in Debt and Financing until 31 December 2018, but were reclassified to lease liabilities on January 1, 2019 when adopting the new leasing standard. For more details see "New and amended IFRS accounting standards" in our audited consolidated financial statements.

For a more detailed description of our outstanding financial obligations, including our credit facilities and outstanding bond or note issuances, see note C.3 to our audited consolidated financial statements.

Our financing facilities at the MIC S.A. level are subject to a number of financial covenants including net leverage and interest coverage requirements. In addition, certain financings at MIC S.A. level contain restrictions on sale of businesses or significant assets within the businesses.

Our financing facilities at the operational level are subject to a number of financial covenants including requirements with respect to net leverage, debt service coverage, debt to earnings and cash levels. In addition, certain financings at the operational level contain restrictions on sale of businesses or significant assets within the businesses.

Indebtedness of the Guatemala and Honduras joint ventures

With respect to the Guatemala and Honduras joint ventures, respectively, total debt excluding lease liabilities as of December 31, 2020 was $413 million and $337 million and our total net debt (representing total debt after deduction of cash, cash equivalents, and pledged deposits) was $454 million and $339 million. As of December 31, 2020, our joint ventures in Guatemala and Honduras have lease liabilities of $292 million.

Annual interest expense for the Guatemala joint venture for the years ended December 31, 2020, 2019 and 2018 was $114 million , $90 million and $74 million, respectively. Annual interest expense for the Honduras joint venture for the years ended December 31, 2020, 2019 and 2018 was $24 million, $37 million and $29 million, respectively.

In 2020, our Guatemala joint venture redeemed its $800 million Notes, funding this prepayment with a mix of cash, new local currency bank loans totaling approximately $284 million, and shareholder loans.

The following table sets forth the debt and financing of the Guatemala and Honduras joint ventures for the periods indicated:

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	December 31,
	2020	2019	2018
	(US$ millions)
Guatemala	413	929	927
Honduras	337	353	383

(i) Finance lease liabilities were included in Debt and Financing until 31 December 2018, but were reclassified to lease liabilities on January 1, 2019 when adopting the new leasing standard.

The financing facilities of the Guatemala and Honduras joint ventures are subject to a number of financial covenants such as net leverage requirements. In addition, certain of their financings contain restrictions on sale of businesses or significant assets within the businesses.

C.    Research and Development, Patents and Licenses, etc.

We do not engage in research and development activities, and we do not own any patents.

D.    Trend Information

For a discussion of trend information, see “—A. Operating Results—Factors affecting our results of operations.”

E.    Off-Balance Sheet Arrangements

As of December 31, 2020, the Millicom Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to cover letters of credit, or guarantees issued was $287 million. Assets pledged by the Millicom Group for these debts and financings amounted to nil as of December 31, 2020. The table below details the maximum exposure under these guarantees and their remaining terms, as of December 31, 2020.

	Total	Less than 1 year	1-3 years	3-5 years
	(US$ millions)
Theoretical maximum exposure	287	59	227	—

F.    Tabular Disclosure of Contractual Obligations

The Millicom Group has various contractual obligations to make future payments, including debt agreements and payables for license fees and lease obligations.

The following table summarizes our obligations under these contracts due by period as of December 31, 2020.

	Total	Less than 1 year	1–5 years	After 5 years
		(US$ millions)
Debt and financing (after unamortized financing fees)	5,691	113	1,824	3,755
Future interest commitments on debt and financing(1)	1,484	311	1,069	104
Lease liabilities	1,021	123	525	373
Future interest commitments on leases	759	146	410	203
Capital expenditure	564	400	164	—
Total	9,519	1,093	3,991	4,435

(1)    Future interest commitments on our floating rate debt are calculated using the rates in effect for the floating rate debt as of December 31, 2020.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.    Directors and Senior Management

Directors

The following table sets forth information of each member of the Company’s Board of Directors as of the date of this filing:

Name	Position	Year First Elected
Mr. José Antonio Ríos García (1)	Chairman	2017
Ms. Pernille Erenbjerg	Deputy Chair	2019
Mr. Odilon Almeida	Member	2015
Mr. Tomas Eliasson	Member	2014
Ms. Mercedes Johnson	Member	2019
Mr. Lars-Åke Norling	Member	2018
Mr. Mauricio Ramos	Member	2020
Mr. James Thompson	Member	2019

(1)    First appointed as Chairman in January 2019.

Biographical information of each member of the Company’s Board of Directors is set forth below.

Mr. José Antonio Ríos García, Non-executive Director and Chairman of the Board. Mr. José Antonio Ríos García was re-elected to the Board in June 2020 and was first appointed as Chairman of the Board on January 7, 2019. Mr. Ríos, born in 1945, is a proven global business executive with over 30 years of sustained leadership at key multinational companies such as Millicom, Global Crossing (Lumen Technologies), Telefonica S.A., Hughes Electronics, DirecTV and the Cisneros Group of Companies. Until September 2020, he was the Chairman and CEO of Celistics Holdings, a leading mobile payment platform and cellular top-up distribution business, providing intelligent solutions for the consumer electronic technology industry across Latin America. Prior to joining Celistics, Mr. Ríos was the founding President and CEO of DirecTV Latin America (GLA), and the International President of Global Crossing, the telecommunications company later acquired by Level 3 Communications, and then merged with Lumen Technologies. Mr. Ríos holds an Industrial Engineering degree from the Universidad Católica Andrés Bello, Caracas, Venezuela.

Ms. Pernille Erenbjerg, Non-executive Director, Deputy Chair of the Board, Chair of the Compensation Committee and Member of the Audit Committee. Ms. Pernille Erenbjerg was re-elected to the Board in June 20209. Ms. Erenbjerg, born in 1967, is formerly the President and Group Chief Executive Officer of TDC, the leading provider of integrated communications and entertainment solutions in Denmark and Norway. Before being appointed President and Group Chief Executive Officer, Ms. Erenbjerg served as TDC’s Chief Financial Officer and as Executive Vice President of Corporate Finance. Ms. Erenbjerg also serves on the Boards of Nordea, the largest financial services group in the Nordic region, and Genmab, the Danish international biotechnology company. Prior to joining TDC in 2003, Ms. Erenbjerg worked for 16 years in the auditing industry, finishing in 2003 as an equity partner in Deloitte. Ms. Erenbjerg holds an MSc in Business Economics and Auditing from Copenhagen Business School.

Mr. Odilon Almeida, Non-executive Director, Chairman of the Compliance and Business Conduct Committee. Mr. Odilon Almeida was re-elected to the Board in June 2020. Mr. Almeida, born in 1961, is a senior global leader in the financial, fin-tech, telecom, and consumer goods sectors, and will join ACI Worldwide Inc. as President and CEO in March 2020. He will also be appointed to the Board of ACI. Previously he was an Operating Partner at Advent International, one of the world’s largest private equity funds with $54.3B in assets under management and 345+ investments across 41 countries. His board experience, along with business leadership at Western Union, includes BankBoston (now Bank of America), The Coca-Cola Company and Colgate-Palmolive. Mr. Almeida holds a Bachelor of Civil Engineering degree from the Maua Engineering School in São Paulo, Brazil, a Bachelor of Business Administration degree from the University of São Paulo and an MBA with specialization in Marketing from the Getulio Vargas Foundation, São Paulo. He advanced his education with executive studies at IMD Lausanne, The Wharton School, and Harvard Business School.

Mr. Tomas Eliasson, Non-executive Director and Chairman of the Audit Committee. Mr. Tomas Eliasson was re-elected to the Board in June 2020. Mr. Eliasson, born in 1962, is Executive Vice President, Chief Financial Officer of

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Sandvik. Previously Mr. Eliasson was the Chief Financial Officer and Senior Vice-President of Electrolux, the Swedish appliances manufacturer. Mr. Eliasson has also held various management positions in Sweden and abroad, including ABB Group, Seco Tools AB and Assa Abloy AB. Mr. Eliasson holds a Bachelor of Science Degree in Business Administration and Economics from the University of Uppsala.

Ms. Mercedes Johnson, Non-executive Director and Member of the Audit Committee and of the Compliance and Business Conduct Committee. Ms. Johnson was first elected to the Board in June 2020. Ms. Johnson, born in 1954, also serves on the Board of Directors of three other NASDAQ technology companies - Synopsys, a provider of solutions for designing and verifying advanced silicon chips, Teradyne, a developer and supplier of automated semiconductor test equipment and Maxim Integrated Products, an integrated circuits designer and producer. During her executive career, Ms. Johnson held positions such as Chief Financial Officer of Avago Technologies (now Broadcom) and Chief Financial Officer of LAM Research Corporation. Ms. Johnson holds a degree in Accounting from the University of Buenos Aires.

Mr. Lars-Åke Norling, Non-executive Director, Member of the Compensation Committee and of the Compliance and Business Conduct Committee. Mr. Norling was re-elected to the Board in June 2020. Mr. Norling, born in 1968, is the CEO of Nordnet since September 2019 and was previously an Investment Director and Sector Head of TMT at Kinnevik AB. Prior to that, he was the Chief Executive Officer of Total Access Communications (dtac) in Thailand where he executed a digital transformation and led a turnaround of the company’s financial performance. He has also been EVP of Developed Asia for Telenor as well as Chief Executive Officer of DigiTelecommunications Malaysia and CEO of Telenor Sweden. Mr. Norling holds an MBA from Gothenburg School of Economics, an MSc in Engineering Physics from Uppsala University and an MSc in Systems Engineering from Case Western Reserve University, USA.

Mr. Mauricio Ramos, Executive Director and Chief Executive Officer. Mr. Mauricio Ramos, born in 1968, joined Millicom in April 2015 as CEO and was elected as an Executive Director in June 2020 Before joining Millicom, he was President of Liberty Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos held several leadership roles, including positions as Chairman and CEO of VTR in Chile and President of Liberty Puerto Rico. Mr. Ramos is also a member of the Board of Directors of Charter Communications (US). Mr. Ramos formerly served as Chairman of TEPAL, the Latin American Association of Cable Broadband Operators and is a former Member of the Board of Directors of the GSMA. He received a degree in Economics, a degree in Law, and a postgraduate degree in Financial Law from Universidad de los Andes in Bogota.

Mr. James Thompson, Non-executive Director, Member of the Audit Committee and of the Compensation Committee. Mr. Thompson was re-elected to the Board in June 2020. Mr. Thompson, born in 1961, is a Managing Principal at Kingfisher Family Office. He is also a non-executive Director of C&C Group plc and serves on its Audit Committee.  Previously, he was a Managing Principal at Southeastern Asset Management. Between 2001 and 2006, he opened and managed Southeastern Asset Management’s London research office. Mr. Thompson holds an MBA from Darden School at the University of Virginia, and a Bachelor’s degree in Business Administration from the University of North Carolina.

Members of the Executive Team

The following table lists the names and positions of the members of our Executive Team.

Name	Position
Mr. Mauricio Ramos	Executive Director and Chief Executive Officer
Mr. Tim Pennington	Senior Executive Vice President, Chief Financial Officer
Mr. Esteban Iriarte	Executive Vice President, Chief Operating Officer, Latin America
Mr. Xavier Rocoplan	Executive Vice President, Chief Technology and Information Officer
Mr. Karim Lesina	Executive Vice President, Chief External Affairs Officer
Mr. Salvador Escalón	Executive Vice President, Chief Legal and Compliance Officer
Ms. Susy Bobenrieth	Executive Vice President, Chief Human Resources Officer

Biographical information of the members of our Executive Team is set forth below.

Mr. Tim Pennington, Senior Executive Vice President, Chief Financial Officer. Mr. Tim Pennington, born in 1960, joined Millicom in June 2014 as Senior Executive Vice President, Chief Financial Officer. He also currently serves as a non-executive director of Euromoney Institutional Investor plc. Previously, he was the Chief Financial Officer at Cable and Wireless Communications plc, Group Finance Director for Cable and Wireless plc and, prior to that, CFO of Hutchison Telecommunications International Ltd, based in Hong Kong. Mr. Pennington was also Finance Director of Hutchison 3G (UK), Hutchison Whampoa’s British mobile business. He also has corporate finance experience, firstly as a Director at Samuel Montagu & Co. Limited, and then as Managing Director of HSBC Investment Bank within its Corporate Finance

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and Advisory Department. He has a BA (Honours) degree in Economics and Social Studies from the University of Manchester.

Mr. Esteban Iriarte, Executive Vice President, Chief Operating Officer, Latin America. Mr. Esteban Iriarte, born in 1972, was appointed as Executive Vice President, Chief Operating Officer (COO), Latin America in August 2016. Previously, Mr. Iriarte was General Manager of Millicom’s Colombian businesses where, in 2014, he led the merger and integration of Tigo and the fixed-line company UNE. Prior to leading Tigo Colombia, Mr. Iriarte was head of Millicom’s regional Home and B2B divisions. From 2009 to 2011, he was CEO of Amnet, a leading service provider in Central America for broadband, cable TV, fixed line and data services that was bought by Millicom in 2008. In 2016 Mr. Iriarte joined the board of Sura Asset Management. Sura is one of Latin America’s biggest financial groups. Mr. Iriarte received a degree in Business Administration from the Pontificia Universidad Catolica Argentina “Santa Maria de los Buenos Aires”, and an MBA from the Universidad Austral in Buenos Aires.

Mr. Xavier Rocoplan, Executive Vice President, Chief Technology and Information Officer. Mr. Xavier Rocoplan, born in 1974, started working with Millicom in 2000 and joined the Executive Team as Chief Technology and IT Officer in December 2012. Mr. Rocoplan is currently heading all mobile and fixed network and IT activities across the Group as well as all Procurement & Supply Chain. Mr. Rocoplan first joined Millicom in 2000 as CTO in Vietnam and subsequently for South East Asia. In 2004, he was appointed CEO of Millicom’s subsidiary in Pakistan (Paktel), a role he held until mid-2007. During this time, Mr. Rocoplan launched Paktel’s GSM operation and led the process that was concluded with the disposal of the business in 2007. He was then appointed as head of Corporate Business Development, where he managed the disposal of various Millicom operations (e.g. Asia), the monetization of Millicom infrastructure assets (towers) as well as numerous spectrum acquisitions and license renewal processes in Africa and in Latin America. Mr. Rocoplan holds Masters degrees in engineering from Ecole Nationale Supérieure des Télécommunications de Paris and in economics from Université Paris IX Dauphine.

Mr. Karim Lesina, Executive Vice President, Chief External Affairs Officer. Mr. Karim Lesina, born in 1975, joined Millicom in November 2020. Before joining Millicom, between 2007 and 2020, Mr. Lesina held among others the position of Senior Vice President, International External and Regulatory Affairs at AT&T, directing the internal international and regulatory affairs teams, as well as the external and regulatory affairs teams across four international affiliates: Turner, Warner Media, AT&T Latin America and Direct TV. Prior to his term at AT&T, from 2005 to 2007, Mr. Lesina worked in the corporate affairs team at Intel as the Government Affairs Manager for Europe, Africa and the Middle East. Mr. Lesina began his career at multinational public relations and communications firms. Born in Dakar (Senegal) Mr. Lesina is an Italian-Tunisian national and has a master’s degree in Economics of Development from the Catholic University of Louvain-la-Neuve.

Mr. Salvador Escalón, Executive Vice President, Chief Legal and Compliance Officer. Mr. Salvador Escalón, born in 1975, was appointed as Millicom’s General Counsel in March 2013, became Executive Vice President in July 2015, and became Chief Legal and Compliance Officer in 2020. Mr. Escalón leads Millicom’s Legal, Ethics and Compiance team and advises the Board of Directors and senior management on legal, compliance, and governance matters. He joined Millicom as Associate General Counsel Latin America in April 2010. From January 2006 to March 2010, Mr. Escalón was Senior Counsel at Chevron Corporation, with responsibility for legal matters relating to Chevron’s downstream operations in Latin America. Previously, he was in private practice at the law firms Skadden, Morgan Lewis and Akerman. Mr. Escalón has a J.D. from Columbia Law School and a B.B.A. in Finance and International Business from Florida International University.

Ms. Susy Bobenrieth, Executive Vice President, Chief Human Resources Officer. Ms. Susy Bobenrieth, a global Human Resource professional, born in 1965, joined Millicom in October 2017 with over 25 years of experience in major multi-national companies that include Nike Inc., American President Lines and IBM. As an ex-Nike Executive, she has extensive international knowledge and proven results in leading large scale organizational transformations, driving talent management agenda and leading teams. She is passionate about building great businesses and winning with high performing teams. Ms. Bobenrieth has deep international experience having lived and worked in Mexico, USA, Brazil, Netherlands, and Spain. She received a degree from the University of Maryland, University College in 1989.

B.    Compensation

For the financial year ended December 31, 2020, the total compensation paid to MIC S.A.’s directors was $1.5 million and to the CEO and CFO the total cash compensation plus benefits (excluding pension) was $3.8. million. The total amounts set aside or accrued by Millicom to provide pension, retirement or similar benefits for directors and CEO and CFO was $0.4 million.

The Company provides information on the individual compensation of its directors and certain members of its executive management in its annual report filed with the Registre de Commerce et des Sociétés (Luxembourg Trade and

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Companies Register), the Société de la Bourse de Luxembourg S.A. (Luxembourg Stock Exchange) and the Commission de Surveillance du Secteur Financier (CSSF). As that annual report is made publicly available, the relevant individual compensation information it contains for directors and executive management is included below.

Remuneration of Directors

The remuneration of the non-executive members of the Board of Directors comprises an annual fee and shares of MIC S.A. common stock. Director remuneration is proposed by the Nomination Committee and approved by the shareholders at the Annual General Meeting or other shareholders’ meetings. Director remuneration for the year ended December 31, 2020 is set forth in the following table.

Board and committees	Remuneration 2020 (1)
	(USD '000)
Non-Executive Directors
Mr. José Antonio Ríos García	300
Ms. Pernille Erenbjerg	273
Mr. Odilon Almeida	175
Mr. Tomas Eliasson	195
Ms. Mercedes Johnson	185
Mr. Lars-Åke Norling	175
Mr. James Thompson	185
Total	1,488

(1)    Remuneration covers the period from June 25, 2020 to the date of the AGM in May 2021 as resolved at the shareholder meeting on June 25, 2020. Share based compensation for the period from June 25, 2020 to May 2021 was based on the market value of Millicom shares on July 2, 2020 and represented a total of 32,358 shares. Total remuneration for the period from June 25, 2020 to May 2021 after deduction of applicable withholding tax at source comprised 71% in shares and 29% in cash.

At the AGM held on June 25, 2020, MIC S.A.’s shareholders approved the compensation for the eight directors expected to serve from that date until the 2021 AGM consisting of two components: (i) cash-based compensation and (ii) share-based compensation. The share-based compensation is in the form of fully paid-up shares of MIC S.A. common stock. Such shares are provided from the Company’s treasury shares or alternatively issued within MIC S.A.’s authorized share capital exclusively in exchange for the allocation from the premium reserve (i.e., for nil consideration from the relevant directors), in each case divided by the MIC S.A. share closing price on the Nasdaq Stock Market on July 2, 2020, or US$26.27 per share, provided that shares shall not be issued below the par value.

In respect of directors who do not serve an entire term from the 2020 AGM until the 2021 AGM, the fee-based and the share-based compensation is pro-rated pro rata temporis.

Remuneration of Executive Management

1.Compensation Committee’s role

This report describes the remuneration philosophy, and related policy and guidelines, as well as the governance structures and processes in place. It also sets out the remuneration of Directors, as well as compensation of the Global Senior Management for the current and prior financial reporting years.

1.1 Role of Compensation Committee

The Compensation Committee monitors and evaluates programs for variable remuneration to the senior management, both ongoing programs and those that have ended during the year and monitors and evaluates the application of the guidelines for remuneration to the Board and senior management that the shareholders' meeting has established, as well as the current remuneration structures and levels in the Company. The Compensation Committee makes recommendations to the Board of Directors regarding the compensation of the CEO and his direct reports; approves all

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equity plans and grants; and manages Executive Team succession planning. Final approval of the CEO remuneration requires Board approval.

The evaluation of the CEO is conducted by the Compensation Committee. The evaluation criteria and the results of the evaluation are then discussed by the Chairman with the entire Board. In 2020, the Board considered that the CEO provided exceptional leadership for the Company in the face of the COVID-19 crisis. In evaluating his performance as "Exceeds" the Board took into account the way in which he rapidly refocused the business from revenue growth to protecting customers, employees and cashflow. Together with achievement on the financial targets discussed below, the total bonus achievement for the CEO was at 110.9% of target ($2,602,262 compared to $2,855,020 for 2019 performance). The Chairman of the Board conveyed the results of the review and evaluation to the CEO.

Guidelines and policy for senior management remuneration are approved by the shareholders at the AGM. For 2021, per the European Union Shareholders Rights Directive II, a Remuneration Report will be submitted for approval by shareholders at the AGM in May 2021.

1.2 Compensation Committee Charter

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

1.3 Compensation Committee Membership and Attendance 2020

Committee	Position	First Appointment	Meeting Attendance	%
Ms. Pernille Erenbjerg	Chairman	January-19	6 of 6	100
Mr. Lars-Åke Norling	Member	May-19	6 of 6	100
Mr. James Thompson	Member	January-19	6 of 6	100
Overall Attendance			18 of 18	100

In addition, the Chairman of the Board, Mr. José Antonio Rios Garcia, attended all of the regularly scheduled meetings of the Compensation Committee.

1.4 Areas covered in 2020

The Compensation Committee met six times in 2020 and was primarily focussed on reward and management retention in the face of the unprecedented operating environment.

Topic	Commentary
Bonus (STI) and performance reports	Reviewed and approved Global Senior Management Team's 2019 performance reports and Executive Team individual payouts STI/LTI (cash /equity).
	Reviewed and approved the 2020 short term variable compensation targets.
Compensation review	Approved all payments for Executive Team members.
	Reviewed executive remuneration and governance trends and developments.
	Reviewed and approved the peer group for the Executive Team benchmarking.
	Approved changes to CEO and Executive Team compensation elements based on market competitiveness.
Share-based incentive plans	Approved the 2017 LTI (PSP) vesting.
	Reviewed and approved all equity grants.

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	Reviewed and approved the 2020 share units plan (DSP and PSP) rules.
	Reviewed and approved the 2020 long-term variable compensation targets.
	Reviewed the replenishment of the treasury share balance reserved for share-based incentive plans.
	Reviewed share ownership guidelines and the compliance of each covered employee.
	Reviewed performance and projections of outstanding LTI plans (2018, 2019 and 2020).
	Reviewed equity plans participant turnover.
Global reward strategy and executive remuneration review	Reviewed Remuneration/C&B Philosophy & Strategy.
Variable pay design	Discussed and approved STI/LTI design for 2021.
	Reviewed and approved STI and LTI performance measures for 2021.
Other	Reviewed and approved exceptional items, new hire equity grants, etc.
	Reviewed Executive Team’s severance payouts in a Change of Control.
	Reviewed STI historical targets and achievements.
	Reviewed new requirements under Shareholder Rights Directive II.
	Reviewed and approved compensation actions taken under COVID-19.
	Reviewed and approved potential solutions related retention (MSUs).
	Reviewed and approved a Clawback policy.
Compensation Committee governance	Reviewed and approved the Compensation Committee annual meeting cycle and calendar.
	Reviewed the Compensation Committee Charter.
	Updated Executive Compensation dashboard.
	Reviewed and approved the use of an external compensation consultant.

2. Our Compensation Philosophy and Core Principles

The philosophy, guidelines, objectives, and policy applicable to remuneration of the Global Senior Management Team were approved by the shareholders (item 20) of the AGM held on June 25, 2020.

2.1 Core principles

The Compensation Committee worked using the following objectives for Global Senior Management Team's compensation.

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What we strive for	What it means
Competitive and fair	Levels of pay and benefits to attract and retain the right people.
Drive the right behaviors	Reward policy and practices drive behaviors that support our Company strategy and business objectives.
Shareholder alignment	Variable compensation plans support a culture of entrepreneurship and performance, and incorporate both short- term and longer-term financial and operational metrics strongly correlated to the creation of shareholder wealth. Long-term incentives are designed to maintain commitment over the long term and ensure the interests of our Global Senior Management Team are aligned with those of shareholders.
Pay for Performance	Total reward structured around pay in line with performance, providing the opportunity to reward strong corporate and individual performance. A significant proportion of compensation of top management is variable (at risk) and based on measures of personal and company performance directly attributable to short-term and longer-term value creation.
Transparent	Millicom is committed to expanding external transparency, including disclosure around pay for performance, linkages to value creation etc. We are also investing in HR information systems in order to facilitate the measurement and internal communication related to incentive composition including performance metrics, pay equity, goal setting, and pay for performance relationships.
Market competitive and representative remuneration	Compensation is designed to be market competitive and representative of the seniority and importance of roles, responsibilities and geographical locations of individuals (with the majority of the Global Senior Management Team roles located in the United States).
Retention of key talent	Variable compensation plans include a significant portion of share based compensation, pay-out of which is also conditional on future employment with the Company for three year rolling periods, starting on the grant date.
Executive management to be "invested"	Global Senior Management Team, through Millicom’s share ownership guidelines, are required to reach and maintain a significant level of personal ownership of Millicom shares.

In addition, to drive the right behaviors and ensure expectations are aligned, we communicate clearly to our employees what we do and do not do when it comes to compensation. A summary is set out in the table below:

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What we do	What we don't do
Align pay and performance.	No special executive perquisites.
We have a substantial majority of executive pay at risk, based on a mix of absolute and relative financial and share price performance metrics.	No hedging of Company stock by executives.
We impose limits on maximum incentive payouts.	No dividends or dividend equivalents on unearned PSUs or RSUs.
Engage in a rigorous target-setting process for incentive metrics.	No tax gross-ups related to change in control.
Threshold in our STI is set to pay only at 95% and above levels of performance.
We have robust share ownership guidelines for our top 50 executives.
“Double-trigger” change in control provisions in equity awards.
We have clawback policies that apply to our performance based incentive plans.
Independent compensation consultant retained by the Compensation Committee.

2.2 Elements of Executive pay

Compensation for the Global Senior Management Team in 2020 comprised a Base Salary, a Short-Term Incentive (”STI”) and a Long-Term Incentive Plan (“LTI”) together with pension contributions and other benefits (e.g. healthcare).

Salary

Pay Element	Purpose	Maximum Opportunity
Purpose and link to strategy	Designed to be market competitive to attract and retain talent	No absolute maximum has been set for Executive Team salaries. The Committee considers increases on a case by case basis based on peer comparison. Pay increases usually reflect a combination of role and responsibilities, local market conditions and individual performance.
Operational Execution	Paid monthly in cash in U.S. dollars or the home currency of the Executive	The Compensation Committee aims to set salaries for the Executive Team at the median of the peer group
	Reviewed by the Compensation Committee every March

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STI
Pay Element	Purpose	Payout Opportunity
Purpose and link to strategy	The STI links reward to key business targets (70%) and individual contribution (30%)	Below 95% achievement of business targets the award falls to 0%. The threshold achievement is 95% of target resulting in a payout of 80%. The opportunity is 200% for the achievement of 110%
	The STI provides alignment with shareholders’ interests through the provision of 50% of the payment delivered in share units deferred over three years ("DSP") for senior leadership team. The DSP is awarded upon achievement of the performance targets and with 30% paid after one year, 30% after the second year and 40% after the third year of the grant date.	The target achievement for: CEO – 200% CFO – 150%
	These plans help to incentivize and motivate to execute strategic plans in operational decision making to achieve short-term performance goals impacting performance and enhancing the value of the Company.	Maximum achievement: CEO – 400% CFO – 300%
	The financial and operational targets are;
	•Service Revenue	20%
	•EBITDA	20%
	•Cashflow (OFCFaL)	20%
	•Transactional Net Promoter Score (tNPS)	10%
	•Personal Performance	30%
Benchmarking	Our STI is a key component of the Millicom group culture. We benchmark to peer companies within the U.S. and Latin America	Each year the Compensation Committee determines the annual STI opportunity for the Executive Team.

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LTI
Pay Element	Purpose	Payout Opportunity
Purpose and link to strategy	The LTI links an important part of overall Global Senior Management Team compensation with the interests of our shareholders	For financial metrics, below 80% achievement the award falls to 0%. In the event the Company achieves between 80% and 120% of the target, the corresponding portion of the grant will be adjusted in linear pro rata of the achievement starting at a payout of 0% at an achievement of 80%, up to a maximum value of 200% if target achievement is 120% or higher. For relative total shareholder return (TSR) no award is made for performance below peer group median. Achieving TSR performance at median or above of a pre-determined peer the grant will be adjusted in linear pro rata of the achievement starting at a payout of 100%, up to a maximum value of 200% if target achievement is 120% or higher
	This plan serves the purpose of aligning Global Senior Management Team longer-term incentives with the longer-term interests of shareholders, encouraging long-term value creation, retention and management’s focus on long term value
	Millicom emphasizes the One Team mentality – by maintaining unified goals and objectives in the long-term incentive program for the Global Senior Management Team with the purpose of driving the successful achievement of three-year performance goals designed to enhance long-term value of the Company

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Operational Execution	The LTI is a performance-based share units plan (“PSP”) whereby share units awards granted fully vest at the end of a three-year period, subject to achievement against performance measures and fulfillment of conditions.	The target achievement for: CEO - 480% CFO - 175%
	LTI payouts are typically in share units and based on company three-year cash flow, and revenue targets approved by the Compensation Committee and the Board, as well as to shareholder return.
	Performance Share Units Plan (PSP)	The maximum achievement for: CEO – 960% CFO – 350%
	The PSP financial targets are: •Service Revenue 25% •OFCFaL (Operating Free Cash Flow) 50% •Relative TSR 25% The PSP pays out / is settled in shares at the end of 3 years.
	*For 2021 LTI we plan to use OCFaL (Operating Cash Flow after Leases) in lieu of OFCF aL (Operating Free Cash Flow after Leases) and include a portion of the grant as Restricted Stock Units (“RSUs”) following US market practice, which will also vest at the end of the corresponding three-year period
Benchmarking	Our LTI is a key component of the Millicom group culture.	Each year the Compensation Committee determines the annual LTI opportunity for the Executive Team.
	We benchmark to peer companies within the US and Latin America

In addition, in order to ensure continued retention of key individuals during periods of uncertainty the Board also uses retention schemes. In 2021 the Board approved a Retention Scheme for a selected group of top management including the CEO and CFO.

2.3 Other Employment terms and conditions

Notice of termination: if the employment of a member of the Millicom’s Executive Team is terminated, a notice period of up to 12 months could potentially apply. The Board regularly reviews best practices in executive compensation and governance and revises policies and practices when appropriate. In 2019 Millicom revised its change in control agreements for eligible executives to include "double-trigger" provisions, which require an involuntary termination (in addition to change in control) for accelerated vesting of awards.

Deviations from the policy and guidelines: in special circumstances, the Board may deviate from the above policy and guidelines, for example additional variable remuneration in the case of exceptional performance.

2.4 Other executive compensation policies

In 2020, the Compensation Committee approved a Clawback Policy, where Millicom has adopted a policy that requires its Board of Directors’ Compensation Committee to seek recovery of incentive compensation awarded or paid to those officers covered under the policy, in the event that a restatement of Millicom’s audited and published financial statements is found to have resulted in the payment of compensation in excess of what would have been paid based on the restated operating and financial performance.

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In addition, the Company’s Insider Trading Policy prohibits any hedging or speculative transactions in the Company’s shares, including the use of options and other derivatives. It also prohibits directors and employees from selling the Company’s stock short.

3. Key developments for 2020

In 2020, the impact of the COVID-19 pandemic was the overriding concern of the Compensation Committee. By necessity management had to take stringent actions to protect the health of employees, customers and partners. This inevitably meant that many of the business plans for the year, on which the performance targets were set, had to be shelved. As part of the actions taken, increases in annual pay, which were planned to take effect from April 1, 2020 were cancelled for the CEO and 120 of our Top Management team, and a hiring freeze was implemented. In addition, we implemented hazard pay, which sought to give a supplemental compensation to our employees who had to carry out some work in the field exposing themselves to additional risk.

Nonetheless, the Committee did not change any of the performance measures or targets for any of the “in-flight” incentive plans. The 2018 LTI vested in February 2021, reflected the achievement of the metrics including the COVID-19 impact.

With respect to the remaining in-flight plans, the 2019 and 2020 LTI plans, the impact of COVID-19 has made the achievement of those financial targets now much more uncertain and we have therefore implemented a Retention Plan to ensure key talent is retained during this period. The Compensation Committee has not implemented any other changes or adjustments to the targets or the metrics of our 2019 and 2020 LTI inflight plans.

3.1 Key elements of 2020 CEO and CFO pay

In 2020 the key elements of the CEO and CFO compensation, in line with the Remuneration Policy, were as follows;

	Salary (USD)		Short-Term Incentive		Long-Term Incentive	Pension	Benefits
Mauricio Ramos (CEO)	$	1,173,000	200% of Base Salary delivered:	50% in Cash Bonus	PSP award of 480% of salary with 3-year cliff vesting	15% of salary	Private healthcare
				50% in Share Units over 3 years vesting 30%/30%/40%			Life insurance
			Performance Measures:	60% Financial			Car Allowance
				10% Customer
				30% Personal
Tim Pennington (CFO)*	$	669,757	150% of Base Salary delivered:	50% in Cash Bonus	PSP award of 175% of salary with 3-year cliff vesting	15% of salary	Private healthcare
				50% in Share Units over 3 years vesting 30%/30%/40%			Life insurance
			Performance Measures:	60% Financial			Car Allowance
				10% Customer
				30% Personal

*CFO Compensation paid in Pounds GBP and for purposes of this report converted to USD using December Closing Forex.

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3.2 Summary of total CEO/CFO compensation

The compensation for the CEO and CFO is summarized on the table below:

	Mauricio Ramos (CEO)				Tim Pennington (CFO)*
In USD	2020		2019		2020		2019
Base Salary	1,173,000		1,167,250		669,757		654,327
Fringe Benefits**	82,225		50,463		37,600		22,725
Pension Expense	284,520		278,914		100,464		98,149
Total Fixed	1,539,745		1,496,627		807,821		775,201
Annual Bonus***	1,301,131		1,427,510		508,896		626,375
Deferred Share Units***	1,301,131		1,427,510		508,896		626,375
LTIP****	5,630,400		4,600,000		1,200,964		1,132,957
Total Variable	8,232,662		7,455,020		2,218,756		2,385,707
Total Compensation	9,772,407		8,951,647		3,026,577		3,160,908
% Fixed	15.76	%	16.72	%	26.69	%	24.52	%
% Variable	84.24	%	83.28	%	73.31	%	75.48	%

*CFO Compensation paid in GBP and for purposes of this report converted to USD using December Closing Forex for each period.

**Fringe Benefits include Car Allowance, Life and Disability Insurance, Medical and Dental Insurance.

***The sum of Annual Bonus and Deferred Share Units is the total for the Short-Term Incentive Award for the performance period. 2020 STI to be paid and granted in Q1 2021.

****LTIP is Performance Share Units granted in 2020.

The total Short-Term award for the CEO, CFO and other senior leadership team is split 50% in cash and 50% in share units deferred over a three-year period (“DSP”). The compensation for the CEO and CFO is heavily weighted to variable compensation in the form of share units vesting over a three-year period. As a result, total compensation as shown in the previous table may differ significantly relative to the actual realized compensation in any given year. The table below compares CEO total compensation to its actual realized compensation in the last three years.

2020 CEO Compensation

3.3 Performance on STI 2020

As in previous years, the Annual Bonus is determined by a mixture of Business Performance factors and Individual Performance factors. The Business Performance Factors included performance measures of service revenue, earnings before interest, tax, depreciation and amortization (“EBITDA”), operating free cash flow ("OFCF") and a customer satisfaction metric based on Net Promoter Score achievement. Use and relative weighting of financial performance target measures under the variable compensation rules are equal to all employees regardless of seniority or area of operation. This includes the CEO and the senior leadership team.

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For the CEO and senior leadership team, a portion of the STI is paid in the form of deferred share units with a three-year pro-rated vesting, strengthening our pay for performance and retention incentives.

For the CEO, the achievement of the Individual Performance is summarized below and resulted in a “Exceeds” performance rating. Naturally a number of the original personal objectives were rapidly superseded by the onset of the pandemic, but the board determined that the CEO transitioned the Group rapidly to deal with the impact of COVID which informed the decision to apply an “Exceeds” performance rating.

Target	Weighting		Measure	Outcome	Percentage achievement
Protect people	25	%	Protection of staff and customers	Outstanding response to the pandemic with universal policies and practices implemented quickly	50	%
Protect networks	25	%	Protect the networks to deliver the broadband required by the communities	Despite a 50% increase in traffic on the fixed network and high spikes on the mobile network all networks maintained high levels of resilience and connectivity	50	%
Protect the balance sheet	25	%	Ensure liquidity and maintain the cashflows	Liquidity remained strong throughout and actions taken to sustain the business delivered higher than expected cashflow	50	%
Protect shareholders	25	%	Deliver the budget and improve the share price	The budget was not achieved and the share price fell during the year.	—	%

The CEO achieved 150% of his revised personal objectives which translated into a 45% payout in the personal performance component, taking the full STI award including the financial and operational targets to 110.9%.

For the CEO and other eligible DSP participants, the issuance of share units under the DSP is subject to shareholder approval at Millicom’s annual general meeting of shareholders (AGM). For those employees not participating in the DSP, or to the extent that the DSP is not approved by the AGM, the STI will be implemented as a cash-only bonus program.

Under the 2020 STI, 2021 DSP share units are granted in Q1 2021 and will vest (generally subject to the participant still being employed by the Millicom group) 30% in Q1 2022, 30% in Q1 2023 and 40% in Q1 2024. The vesting schedule is unchanged from the 2020 DSP.

3.4 Share Incentive Plans

Since 2016, Millicom has two types of plans, a DSP (STI) and a PSP (LTI). As part of the STI, the senior leadership team receives 50% of their payout in the form of deferred share units (DSP). Every year a group of key employees are selected to receive a granted of deferred share units (DSP).For the LTI, the Global Senior Management Team also participates in a performance share plan (PSP). The different plans are further detailed below.

Deferred share plan (issued from 2015 to 2018)

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

Deferred share plan (issued from 2019 to 2021)

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For this deferred awards plan, participants are granted share units based on past performance, with 30% of the share units vesting on January 1 of each of year one and two, and the remaining 40% on January 1 of year three. Vesting is generally conditional upon the participant remaining employed with MIC S.A. at each vesting date. Grants were made under the deferred awards plans in 2019, 2020, and 2021 based, respectively, on financial results for the years ended December 31, 2018, 2019, and 2020.

The 2021 DSP will be presented for approval until the 2021 AGM, once all final details, including maximum number of share units to be issued, are known. We expect that grants will be made under the DSP in 2021 based on financial results for the year ended December 31, 2020.

3.4.1 LTI (PSP)

Eligibility for participation in the LTI is limited to members of MIC S.A.’s Global Executive Management Team, which is defined by MIC S.A.’s internal role grading structure and consists of the CEO, EVPs, VPs and GMs. During 2020, 33 individuals were included in this group, including certain employees of the Guatemala and Honduras joint ventures. The 2020 LTI is a Performance Share Plan (“PSP”). Share units granted will vest 100% at the end of a three-year period, subject to performance conditions.

3.4.2 Award LTI 2020

A new plan was issued in 2020 in accordance with the Remuneration Policy guidelines designed to drive shareholder value through a focus on service revenue growth, cashflow generation and relative total shareholder return against a relevant peer group. The PSP2020 plan was approved by shareholders at the 2020 AGM :

Metric	Weighting		Performance target	Performance measure
Service revenue	25	%	Target growth	A specific 3-year CAGR target
OFCF	50	%	Target growth	A specific 3-year CAGR target
TSR	25	%	The Company TSR relative to a peer group between 2021 and 2023	At median - target payout; below median - nil; 20% above median - max

The peer group for the PSP 2020 is: America Movil, TIM Brazil, TEF Brazil, Entel Chile, Lilac, Telecom Argentina, Grupo Televisa, Megacable.

For the CEO and CFO the award of LTI 2020 is summarized below;

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Name	Type of award	Basis of award	Face value of award		Number of share units granted	End of performance period
Mauricio Ramos (CEO)	PSU - 3 years	480% of salary	$	5,630,400	122,768	February 2023
	Cliff Vesting
Tim Pennington (CFO)	PSU - 3 years	175% of salary	$	1,200,964	26,186	February 2023
	Cliff Vesting

4. Remuneration approach for 2021

For 2021, the Board has proposed to continue with a consistent framework of STI and LTI with a few changes explained below. We also introduced of a Retention Plan for a selected group of top management.

For the CEO the On target and Maximum remuneration for 2021 is set out below;

At Target CEO Compensation is paid 71% in share units and 84% is variable compensation.

At Maximum CEO Compensation is paid 78% in share units and 91% is variable compensation.

4.1 Summary of key changes for 2021

We have made a number of changes to the 2021 remuneration plans to better focus on retention of key talent and the incentivization of a return to growth.

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For the 2021 STI, in order to incentivize a fast return to financial performance we have steepened the curve on Financial Performance achievement. Financial Performance achievement is based on the budget approved by the Board with the achievement of the budget delivering 100% of the award and, at the maximum, 200%.

For the LTI 2021, the structure of the award remains consistent with 2020, although we have changed the definition of the cashflow target to Operating Cashflow after Leases. This adjusts for the impact of lease accounting to give a clearer view of the underlying operating cash generation of the business. In addition, we have removed changes in working capital and cash taxes as these have proved to have higher volatility.

Additionally, to reflect the need for retention and to align more with U.S. practice (which is where the majority of our Global Senior Management Team are recruited) we have added time vested Restricted Stock Units (“RSU’s”) as a component of the LTI 2021 representing 35% of the award. The RSU’s will vest at the end of three years.

We also increased the relative weighting of the rTSR from 15% to 20%, measured 10 trading days before / after December 31 of the last year of the corresponding three-year measurement period. We will measure the actual cumulative achievement against the 3-year cumulative targets for Service Revenue and Operating Cash Flow to better reflect the performance over the three-year period rather than simply the end point as is the case with a compound annual growth target.

The LTI 2021 is subject to approval by the AGM.

As noted above, the Board believed it necessary to introduce a Retention Plan in the light of the impact on future LTI awards as a consequence of the impact of COVID-19 on our business. The Retention Plan has been awarded to a selected group of executives, including the CEO and CFO. The plan is based on Market Stock Units (“MSU”) and is a performance based scheme where the outcome is dependent on the share price at the time of vesting.

The number of MSUs are determined on the basis of a share price at inception of $43.09 for Tranche 2022 and $47.00 for Tranche 2023. At the vesting date, the value of the MSU is determined by the 30-trading day average share price ending on June 30 2022 for Tranche 2022, and the 30-trading day average share price ending on June 30 2023 for Tranche 2023. For each Tranche, the payment is made in cash 12 months after those dates, provided the participant is still employed (subject to limited allowances for good leavers). For every participant, payment is capped at 150% of their Target MSU Award Value set up for each Tranche.

Participants of the Retention Plan are required to forfeit their awards under LTI 2019 and LTI 2020 in respect of the Financial targets, (Service Revenue Growth and Operating Cashflow), provided that the TSR component will continue to be active for these schemes.

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5. Sundry

5.1 Summary of outstanding awards

								Opening Balance	During the Year			Closing Balance
Name	Plan Type	Award Details - Plan Name	Performance Period	Award Grant Date	Vesting Date	Award Share Price in USD		Outstanding Balance as of Dec. 2019	Share Units Granted in 2020	Shares Vested in 2020	Forfeited in 2020	Outstanding Balance as of Dec. 2020
Mauricio Ramos (CEO)	Deferred Share Plan	2017 DSP	2016	1/1/2017	1/1/2020	$	43.93	18,554	—	18,554	—	—
		2018 DSP	2017	1/1/2018	1/1/2021	$	66.11	10,688	—	3,527	—	7,161
		2019 DSP	2018	1/1/2019	1/1/2022	$	59.65	25,011	—	7,503	—	17,508
		2020 DSP	2019	1/1/2020	1/1/2023	$	45.86	—	31,126	—	—	31,126
	Performance Share Plan	2017 PSP	2017-2020	3/1/2017	3/1/2020	$	43.93	45,528	—	34,146	11,382	—
		2018 PSP	2018-2021	3/1/2018	3/1/2021	$	66.11	69,576	—	—	—	69,576
		2019 PSP	2019-2022	3/1/2019	3/1/2022	$	59.65	77,111	—	—	—	77,111
		2020 PSP	2020-2023	3/1/2020	3/1/2023	$	45.86	—	122,768	—	—	122,768
TOTAL Mauricio Ramos (CEO)								246,468	153,894	63,730	11,382	325,250
Tim Pennington (CFO)	Deferred Share Plan	2017 DSP	2016	1/1/2017	1/1/2020	$	43.93	10,103	—	10,103	—	—
		2018 DSP	2017	1/1/2018	1/1/2021	$	66.11	7,031	—	2,320	—	4,711
		2019 DSP	2018	1/1/2019	1/1/2022	$	59.65	9,339	—	2,802	—	6,537
		2020 DSP	2019	1/1/2020	1/1/2023	$	45.86	—	13,657	—	—	13,657
	Performance Share Plan	2017 PSP	2017-2020	3/1/2017	3/1/2020	$	43.93	22,480	—	16,860	5,620	—
		2018 PSP	2018-2021	3/1/2018	3/1/2021	$	66.11	17,890	—	—	—	17,890
		2019 PSP	2019-2022	3/1/2019	3/1/2022	$	59.65	18,992	—	—	—	18,992
		2020 PSP	2020-2023	3/1/2020	3/1/2023	$	45.86	—	26,186	—	—	26,186
TOTAL Tim Pennington (CFO)								85,835	39,843	32,085	5,620	87,973

5.2 Summary of shares owned vs target

Millicom’s share ownership policy sets out the Compensation Committee’s requirements on the Global Senior Management Team to retain and hold a personal holding of common shares in the Company in order to align their interests with those of our shareholders. All Share Plan participants in the Global Senior Management Team are required to own Millicom shares to a value of a percentage of their respective base salary as of January 1 of each calendar year.

For that purpose, we continue to uphold our share ownership requirements for our top 50 roles:

Global Senior Management Level	% of Annual Base Pay
CEO	400
CFO	200
EVPs	100
General Managers and VPs	50

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For the CEO and CFO:

	Awarded unvested subject to performance conditions	Awarded unvested not subject to performance conditions	Shares required to be held as % salary		Number of shares required to be held	Number of beneficially owned shares	Shareholding requirement met
Mauricio Ramos (CEO)	269,455	55,795	400	%	102,307	194,432	Yes
Tim Pennington (CFO)	63,068	24,905	200	%	29,927	58,635	Yes

Unless this requirement is met each year, no vested Millicom shares can be sold by the individual.

5.3 Details of share purchase and sale activity

During 2020 Mauricio Ramos disposed of 28,546 shares in a forced liquidation.

5.4 Board Compensation

Governance of Director Remuneration

Decisions on annual remuneration of Directors (“tantièmes”) are reserved by the Articles of Association to the general meeting of shareholders. Directors are prevented from voting on their own compensation. In accordance with resolution 16 of the AGM on June 25, 2020, the Nomination Committee of Millicom was instructed to propose Director remuneration for the period from the date of the 2020 AGM to the date of the AGM in 2021.

2020 Director Remuneration

During early 2020, in proposing Director Remuneration, the Nomination Committee, received input from an external compensation advisor, including market and peer benchmarking, and considered the frequency of meetings and complexity of Millicom’s business and governance structures. After consideration of these and other relevant aspects, the Nomination Committee proposed to keep the structure and amount of remuneration for each role for the Non-Executive Directors the same as the prior year.

a)Non-Executive Director Remuneration

Remuneration of the Non-Executive Directors comprises an annual fee and shares denominated in U.S. dollars. The remuneration is 100% fixed. Non-Executive Directors do not receive any fringe benefits, pensions or any form on variable remuneration. No remuneration was paid to any of the Non-Executive Directors in 2020 or 2019 from any other undertakings within the Millicom Group.

b)Executive Director Remuneration

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

Approval of 2020 Director Remuneration

The Nomination Committee’s proposal for Director remuneration was approved at the AGM on June 25, 2020.

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Name of Director	Year	Cash-based fee ($000's)	Share-based fee (ii) ($000's)	Total ($000's)
	(i)
Mr. José Antonio Rios Garcia	2020	100	200	300
Chair of the Board	2019	166	200	366
Ms. Pernille Erenbjerg A	2020	122.5	150	272.5
Deputy Chair of the Board Chair of the Compensation Committee	2019	200	150	350
Mr. Odilon Almeida	2020	75	100	175
Chair of the Compliance and Business Conduct	2019	73	100	173
Mr. Tomas Eliasson	2020	95	100	195
Chair of the Audit Committee	2019	111	100	211
Ms. Mercedes Johnson A, CBE	2020	85	100	185
	2019	73	100	173
Mr. Lars-Åke Norling C, CBE	2020	75	100	175
	2019	106	100	206
Mr. James Thompson A, C	2020	85	100	185
	2019	142	100	242
Former Director
Ms. Janet Davidson (until June 2020)	2019	86	100	186
Mr. Roger Solé Rafols (until May 2019)	2019	16	n.a.	16
Total	2020 (iii)	637.5	850	1,487.50
	2019 (iv)	973	950	1,923.00

(i) Remuneration covers the period from June 25, 2020 to the date of the AGM in May 2021 as resolved at the shareholder meeting on June 25, 2020 (2019: for the period from May 2, 2019 to June 25, 2020).

(ii) Share based compensation for the period from June 25, 2020 to May 2021 was based on the market value of Millicom shares on July 2, 2020 and represented a total of 32,358 shares (2019: 16,607 shares).

A Member of Audit Committee

C Member Compensation Committee

CBE Member Compliance and Business Ethics Committee

(iii) Total remuneration for the period from June 25, 2020 to May 2021 after deduction of applicable withholding tax at source comprised 71% in shares and 29% in cash (2019: 73% in shares and 27% in cash).

(iv) At the EGM of shareholders held on January 7, 2019, the shareholders resolved to increase the Directors remuneration following the Company’s listing on the NASDAQ Stock Market in the US, and for the period from January 7, 2019 to the 2019 AGM on May 2, 2019. The increase amounted in total to $270 thousand.

5.5 2020 AGM vote

	Votes For	%		Votes Against	%		Abstentions	%
Directors Remuneration	44,672,372	99.45	%	143,144	0.32	%	101,749	0.23	%
Senior management Remuneration Guidelines and Policy	43,435,104	96.70	%	1,383,855	3.08	%	98,306	0.22	%

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C.    Board Practices

MIC SA has a Nomination Committee which is appointed by the major shareholders of MIC S.A. It is not a committee of the MIC S.A. Board. The Nomination Committee’s role is to propose decisions to the shareholders’ meeting in a manner which promotes the common interests of all shareholders. The Nomination Committee has a term of office commencing at the time of its formation each year and ending when a new Nomination Committee is formed. Nomination Committee proposals to the AGM include:

•    The number of members of the Board of Directors, the candidates to be elected or re-elected as Directors of the Board and Chairman of the Board and their remuneration;

•    Appointment and remuneration of the external auditor;

•    Proposal of the Chairman of the AGM; and

•    The procedure for the appointment of the Nomination Committee

Under the terms of the Procedure on Appointment of the Nomination Committee and Determination of the Committee, the Nomination Committee consists of at least three members, appointed by the largest shareholders of Millicom who wish to assert the right to appoint a member. In accordance with the resolution of the 2020 AGM, in consultation with the largest shareholders as of the last business day of June 2020, the current Nomination Committee was formed during October 2020. The members of the Nomination Committee are Mr. John Hernander, appointed by Nordea Investment Funds; Mr. Jan Andersson, appointed by Swedbank Roburt; Mr. Peter Guve, appointed by AMF Pensionsförsäkring AB; and Mr. Staley Cates appointed by Southeastern Asset Management, as well as Mr. José Antonio Ríos García as Chairman of the Board of Millicom. The Nomination Committee appointed Mr. John Hernander as Chairman at their first meeting.

MIC S.A.’s Amended and Restated Articles of Association provide that the Board of Directors must comprise at least six members. The members of the Board of Directors are elected at the AGM which, as required by MIC S.A.’s Amended and Restated Articles of Association and the Luxembourg law of August 10, 1915 on Commercial Companies (as amended), must be held within six months of the end of the fiscal year. At the AGM held June 25, 2020, the number of MIC S.A.’s directors was set at eight and the current directors and the Chairman were elected until the time of the next AGM. The next AGM is scheduled to be held on May 4, 2021.

MIC S.A.’s Board of Directors has developed, and continuously evaluates, work procedures in line with the corporate governance rules of the Swedish Code of Corporate Governance (the “Swedish Code”) applicable to listed companies. MIC S.A. is subject to the Swedish Code as a company with its shares listed on the Nasdaq Stockholm, where they trade in the form of SDRs. From January 9, 2019, MIC S.A. is subject to the listing rules of the Nasdaq Stock Market in the US where its shares are traded.

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

The Board of Directors selects the CEO, who is charged with the daily management of the Company and its business. The CEO is responsible for recruiting, and the Chairman of the Board is responsible for approving, the senior management of the Company. The Board reviews and approves plans for key senior management positions, and the Board supervises, supports and empowers the Executive Committee and monitors its performance. In addition to corporate law rules applicable in Luxembourg, the Swedish Code sets out that the division of work between the Board and the CEO is primarily set out in “The Rules of Procedure and Instruction to the CEO”.

The Board conducts an annual performance review process, wherein each Board member’s personal performance is also reviewed. The review process involves an assessment of the Board’s and its committees’ actions and activities during the year against the Board’s mandate as determined in the Board Charter (and those of its various committees). MIC S.A.’s Board of Directors also evaluates the performance of the CEO annually.

The work conducted by MIC S.A.’s Board of Directors is supported by the following committees:

•    the Audit Committee;

•    the Compensation Committee;

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•    the Compliance and Business Conduct Committee.

The Board and each of its Committees have written approved charters which set out the objectives, limits of authority, organization and roles and responsibilities of the Board and its Committees.

Audit Committee. MIC S.A.’s Board of Directors has delegated to the Audit Committee, as reflected in its charter, the responsibilities for oversight of the robustness, integrity and effectiveness of financial reporting, risk management, internal controls, internal audit, the external audit process, as well as compliance with related laws and regulations. The Audit Committee focuses particularly on compliance with financial requirements, accounting standards and judgments, appointment and independence of the external auditors, transactions with related parties (including major shareholders), the effectiveness of the internal audit function, the Millicom Group’s approach to risk management and ensuring that an efficient and effective system of internal controls is in place. Ultimate responsibility for reviewing and approving MIC S.A.’s Annual Report and Accounts remains with the Board. The members of the Audit Committee are Mr. Eliasson (Chairman and financial expert), Ms. Erenbjerg, Mr. Thompson and Ms. Johnson.

Compensation Committee. Pursuant to its charter, the Compensation Committee reviews and makes recommendations to the Board of Directors regarding the compensation of the CEO and the other senior managers as well as management succession planning. The evaluation of the CEO is conducted by the Compensation Committee. The evaluation criteria and the results of the evaluation are then discussed by the Compensation Committee Chairman with the entire Board. The members of the Compensation Committee are Ms. Erenbjerg (Chair), Mr. Norling and Mr. Thompson.

The Board, based on guidelines by the Compensation Committee, proposes the remuneration of senior management. Remuneration of the CEO requires Board approval. The guidelines for remuneration of senior management, including STI and LTI, and the share-based incentive plans for Millicom’s employees are approved by the shareholders at the AGM.

Compliance and Business Conduct Committee. MIC S.A.’s Compliance and Business Conduct Committee oversees and makes recommendations to the Board regarding Millicom Group’s compliance programs and standards of business conduct. More specifically, the Compliance and Business Conduct Committee:

•    monitors the Millicom Group’s compliance program, including the activities performed by the compliance team and its interaction with the rest of the organization;

•    monitors the results of investigations resulting from cases brought through the Millicom Group’s ethics line or otherwise;

•    oversees allocation of resources and personnel to the compliance area;

•    assesses the Millicom Group’s performance in the compliance area; and

•    ensures that the Millicom Group maintains proper standards of business conduct.

The members of the Compliance and Business Conduct Committee are Mr. Almeida (Chairman), Ms. Johnson and Mr. Norling.

Code of Conduct. The Millicom Group’s Code of Conduct is adopted and approved by the Board of Directors. All directors, officers and employees must sign a statement acknowledging that they have read, understood and will comply with the Code of Conduct. Furthermore, all of our directors, officers and employees must complete an annual training on the Code of Conduct.

Directors’ Service Agreements. None of MIC S.A.’s current directors have entered into service agreements with the Millicom Group or any of its subsidiaries providing for benefits upon termination of their respective directorships.

NASDAQ corporate governance exemptions

As a foreign private issuer incorporated in Luxembourg with its principal listing on the Nasdaq Stockholm, Millicom follows the laws of the Grand Duchy of Luxembourg, its “home country” for corporate governance practices, in lieu of the provisions of the Nasdaq Stock Market’s Marketplace Rule 5600 series that apply to the constitution of a quorum for any meeting of shareholders, the composition and independence requirements of the Nominations Committee and the Compensation Committee and the requirement to have regularly scheduled meetings at which only independent directors are present. The Nasdaq Stock Market’s rules provide for a quorum of no less than 331/3% of

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Millicom’s outstanding shares. However, Millicom’s Amended and Restated Articles of Association provide that no quorum is required. The Nasdaq Stock Market’s rules provide for the involvement of independent directors in the selection of director nominees. However, Millicom relies on its home country practices, in lieu of this requirement, which permit its director nominations committee to be comprised of shareholder representatives. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Nomination Committee.” The Nasdaq Stock Market’s rules require each Compensation Committee member to be an independent director for purposes of the Nasdaq Stock Market’s Marketplace Rule 5605(d)(2). However, to preserve greater flexibility in who may be appointed to the Compensation Committee, Millicom will be relying on its home country practices, in lieu of this requirement, which do not require the Compensation Committee to be comprised solely of directors who qualify as independent for such purposes. The Nasdaq Stock Market’s rules require listed companies to have regularly scheduled meetings at which only independent directors are present. However, Millicom follows its home country practices instead, which do not impose such a requirement.

D.    Employees

On average, the Millicom Group had approximately 21,419 employees in 2020, 22,375 employees in 2019 and 21,403 employees in 2018. Management believes that relations with the employees are good. Some of our employees belong to a union and approximately 17% of our employees participated in collective agreements on average during 2020. The temporary employees of the Company corresponded to 5% of the average total number of employees in 2020.

E.    Share Ownership

The table below sets forth information regarding the beneficial ownership of our common shares as of January 1, 2021, by our directors and senior management. For purposes of this table, a person is deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person, or group of persons, named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all shares beneficially owned by them. They have the same voting rights as all other holders of common shares.

Shareholder	Common Shares	Percentage of Common Shares
Mr. José Antonio Ríos García, Chairman of the Board of Directors	13,427	—	%
Ms. Pernille Erenbjerg, Deputy Chairman	9,030	—	%
Mr. Odilon Almeida, Director	8,893	—	%
Mr. Tomas Eliasson, Director	9,510	—	%
Mr. Lars-Åke Norling, Director	6,643	—	%
Ms. Mercedes Johnson, Director	5,555	—	%
Mr. James Thompson, Director	12,962	—	%
Mr. Mauricio Ramos, Executive Director and Chief Executive Officer	194,432	—	%
Mr. Tim Pennington, Senior Executive Vice President, Chief Financial Officer	58,635	—	%
Mr. Esteban Iriarte, Executive Vice President, Chief Operating Officer, Latin America	29,744	—	%
Mr. Xavier Rocoplan, Executive Vice President. Chief Technology and Information Officer	38,623	—	%
Mr. Karim Lesina, Executive Vice President, Chief External Affairs Officer	—	—	%
Mr. Salvador Escalon, Executive Vice President, Chief Legal and Compliance Officer	42,012	—	%
Ms. Susy Bobenrieth, Executive Vice President, Chief Human Resources Officer	711	—	%
Directors and members of the Executive Team as a group	430,177*	—	%

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* less than 1%

None of the members the Company’s Board of Directors owns any options of the Company. The Company’s senior management and other key personnel do not own options or rights to purchase common shares under the share-based incentive plans. For more information, see “—B. Compensation.”

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    Major Shareholders

To the extent known to the Company, it is neither directly nor indirectly owned or controlled by another corporation, any government, or any other person. In addition, there are no arrangements, known to the Company, the operation of which may result in a change in its control in the future.

The table below sets out beneficial ownership of our common shares (directly or through SDRs), par value $1.50 each, by each person who beneficially owns more than 5% of our common stock at December 31, 2020.

Name of Shareholder	Common Shares	Percentage of Share Capital
Swedbank Robur Fonder AB (1)	9,954,857	9.8	%

(1) As of December 31, 2020, Swedbank Robur Fonder AB held 9,954,857 of our common shares (9.8% of common shares then outstanding). As of December 31, 2019, Swedbank Robur Fonder AB held 5,276,526 of our common shares (5.2% of common shares then outstanding). As of December 31, 2018, Swedbank Robur Fonder AB held 1,508,980 of our common shares (1.5% of common shares then outstanding).

    On November 7, 2019, the shareholders of Kinnevik, who held 37,835,438 of our common shares (37.2% of our shares then outstanding) as of December 31, 2018, agreed to distribute Kinnevik’s shareholding in Millicom to existing Kinnevik shareholders through a share redemption plan. Each ordinary share in Kinnevik (irrespective of share class) was entitled to one redemption share, and each redemption share was entitled to 0.1372 Millicom SDRs. The record date for the share split and the right to receive redemption shares was November 14, 2019, and since that date, Kinnevik is no longer a related party or shareholder in Millicom. The redemption shares were traded on Nasdaq Stockholm from and including November 15, 2019 to and including November 29, 2019. Millicom SDRs were paid out to the holders of redemption shares on December 3, 2019.

Except as otherwise indicated, the holders listed above (“holders”) have sole voting and investment power with respect to all shares beneficially owned by them. The holders have the same voting rights as all other holders of MIC S.A. common stock. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such person or group of persons has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by the holders on a given date, any security which such holder has the right to acquire within 60 days after such date (including shares which may be acquired upon exercise of vested portions of share options) is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

Based upon the SDR ownership reported by Euroclear Sweden AB, as of December 31, 2020 there were 134 SDR holders in the United States holding 15,063,929 SDRs (representing 14.8% of the outstanding share capital as of such date). According to the records held by American Stock Transfer & Trust Company (“AST”) reported as of December 31, 2020, there were 82 shareholders in the United States holding 8,583,424 common shares (representing 8.4% of the outstanding share capital as of such date).

However, these figures may not be an accurate representation of the number of beneficial holders nor their actual location because most of the common shares and SDRs were held for the account of brokers or other nominees.

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B.    Related Party Transactions

The disclosure as to related party transactions in our audited consolidated financial statements is in some respects broader than that required by Form 20-F. As required by Form 20-F, “related parties” includes enterprises that control, are controlled by or are under common control with MIC S.A., associates, individuals owning directly or indirectly an interest in the voting power of the Company that gives them significant influence over MIC S.A., close family members of such persons, key management personnel (including directors and senior management) and any enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by certain of the persons listed above. For the purposes of note G.5 to our audited consolidated financial statements, related parties also includes the entities described below, which is beyond the scope of the Form 20-F definition. Nonetheless, for purposes of consistency of presentation, we use the broader definition of related parties used in our audited consolidated financial statements for purposes of this Item 7.B.

The Company conducts transactions with certain related parties on normal commercial terms and conditions. Below Millicom Group’s significant related parties:

Kinnevik AB (Kinnevik) and subsidiaries, Millicom’s previous principal shareholder until November 14, 2019, date on which Millicom SDRs were paid out to the shareholders of Kinnevik. See 'Introduction' note and note G.5. to our audited consolidated financial statements for additional details.

Helios Towers Africa Ltd (HTA), in which Millicom held a direct or indirect equity interest - until October 15, 2019, date on which Millicom lost significant influence on HTA and started accounting for its investments at fair value under IFRS 9.

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

Miffin Associates Corp and subsidiaries (Miffin), our joint venture partner in Guatemala.

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

Kinnevik

Kinnevik is a Swedish company with interests in the telecommunications, media, publishing, paper and financial services industries. For most of 2019, Kinnevik was Millicom's largest shareholder and the beneficial owner of approximately 37.2% of MIC S.A.’s share capital. However, as from November 2019, Kinnevik no longer owns any beneficial interest in Millicom.

During 2019 and 2018 , the Company purchased services from Kinnevik subsidiaries including fraud detection, procurement and professional services. Transactions and balances with Kinnevik Group companies are disclosed under Other in the tables below.

Helios Towers

Millicom sold its tower assets and leased back a portion of space on the towers in several African countries and contracted for related operation and management services with HTA. The Millicom Group has future lease commitments in respect of the tower companies. Millicom’s investments in Helios Towers Africa Ltd (HTA) have been listed during 2019, and Millicom resigned from its board of directors' positions, thereby terminating its significant influence on HTA.

Empresas Públicas de Medellín (EPM)

EPM is a state-owned, industrial and commercial enterprise, owned by the municipality of Medellin, and provides electricity, gas, water, sanitation, and telecommunications. EPM owns 50% of our operations in Colombia.

Miffin Associates Corp (Miffin)

The Millicom Group purchases and sells products and services from Miffin Group. Transactions with Miffin represent recurring commercial operations such as purchase of handsets, and sale of airtime.

Cable Onda Partners

Our partners in Panama are the non-controlling shareholders of Cable Onda and own 20% of the company, and indirectly 20% of Grupo de Comunicaciones Digitales S.A. (formerly Telefonica Moviles Panama, S.A.), which was

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acquired by Cable Onda in August 2019. Additionally, they also hold interests in several entities which have purchasing and selling recurring commercial operations with Cable Onda (such as the sale of content costs, delivery of broadband services, etc.).

The Company had the following expenses and income and gains from transactions with related parties for the periods indicated:

	Year ended December 31
Expenses from transactions with related parties	2020	2019	2018
	(US$ millions)
Purchases of goods and services from Miffin	(216)	(214)	(175)
Purchases of goods and services from EPM	(37)	(42)	(40)
Lease of towers and related services from HTA(i)	—	(146)	(28)
Other expenses	(57)	(10)	(1)
Total	(310)	(412)	(244)

(i) HTA ceased to be a related party on October 15, 2019.

	Year ended December 31
Income and gains from transactions with related parties	2020	2019	2018
	(US$ millions)
Sale of goods and services to Miffin	327	306	284
Sale of goods and services to EPM	15	13	17
Other revenue	2	3	2
Total	343	322	303

As at December 31, the Company had the following balances with related parties:

	2020	2019
	(US$ millions)
Liabilities
Payables to Guatemala joint venture(i)	231	361
Payables to Honduras joint venture(ii)	103	133
Payables to EPM	20	37
Payables to Panama non-controlling interests	1	—
Other accounts payable	1	—
Total	356	531

(i)    Shareholder loans bearing interest. Out of the amount above, $29 million are due over more than one year.

(ii)    Amount payable mainly consist of dividend advances for which dividends are expected to be declared later in 2019 and/or shareholder loans.

(iii)    HTA ceased to be a related party on October 15, 2019.

	2020	2019
	(US$ millions)
Assets
Receivables from EPM	3	3
Receivables from Guatemala joint venture (i)	206	11
Receivables from Honduras joint venture (ii)	84	11
Receivables from Panama non-controlling interests	1	—
Receivable from AirtelTigo Ghana (iii)	—	43
Other accounts receivable	5	4
Total	299	73

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(i) In October 2020, Millicom granted a shareholder loan of $193 million to Guatemala (out of which $39 million is due after more than one year as of December 31, 2020). The loan bears interests at 4% p.a. and is repayable by January 13, 2022, at the latest. Together with other shareholder and external financings, the proceeds were used to repay the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 (note A.2.2.).

(ii) In November 2020, our operations in Honduras completed a shareholding restructuring whereby Telefonica Cellular S.A. acquired the shares of Navega S.A. de CV from its existing shareholders. The sale consideration will be payable in several installments with a final settlement in November 2023. As of December 31, 2020, $51 million out of a total receivable of $79 million is due after more than one year and therefore disclosed in non-current assets. The disposal also triggered the recognition of a net gain of $ 4 million, under ‘Other operating income (expenses), net’ in the Group's statement of income, corresponding to the portion of gain realized on the unrelated investors' interests in the joint venture (i.e. 33.33%).

(iii) In 2020, and as a result of the significant deterioration of the credit risk of AirtelTigo Ghana, combined with other unfavorable economic factors, Millicom concluded that this related party loan was underperforming and should be impaired. As a consequence, the Group fully impaired this receivable of $45 million during the year, disclosed under ' Other operating income (expenses), net' in the income statement.     

C.    Interests of Experts and Counsel

Not applicable to Annual Report filing.

ITEM 8. FINANCIAL INFORMATION

A.    Consolidated Statements and Other Financial Information

Financial Statements

Consolidated financial statements are set forth under “Item 18. Financial Statements.”

Legal Proceedings

General litigation

In the ordinary course of business, Millicom is a party to various litigation or arbitration matters in each jurisdiction in which we operate. The principal categories of litigation to which we are subject include the following:

•    commercial claims, which include claims from third-party dealers, suppliers and customers alleging breaches or improper terminations of commercial agreements, or the charging of fees not in compliance with applicable law;

•    regulatory claims, which consist primarily of consumer claims, as well as complaints regarding the locations of antennae and other equipment; and

•    labor and employment claims, including claims for wrongful termination and unpaid severance or other benefits.

By category of litigation, commercial claims account for a majority of the litigation matters to which we are party by both number of cases and total potential exposure based on the amount claimed.

By geography, litigation matters in Colombia represent a majority of the litigation matters to which we are party by both number of cases and total potential exposure. This is due to the size of our operations in Colombia, the comparatively high general prevalence of litigation there, and consumer protection and quality of service regulations which facilitate claims against telecommunications companies.

For additional details, see note G.3.1 of our audited consolidated financial statements.

Tax disputes

In addition to the litigation matters describe above, we have ongoing tax claims and disputes in most of our markets. Generally, these disputes relate to differences with the tax authorities following their completion of audits for prior tax years dating back to 2007 or challenges by the tax authorities to our interpretation of tax regulations. Examples of these challenges and disputes relate to issues such as the following:

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•    the applicability, deductibility or reporting of VAT or sales tax in Honduras, Costa Rica and Tanzania;

•    withholding tax payable on commissions, services fees and finance leases in Bolivia, El Salvador, Guatemala, Honduras, Paraguay and Tanzania;

•    the application of stamp tax on dividend payments in Guatemala;

•    the deductibility of expenses and interest on shareholder loans and other debt instruments in El Salvador and Tanzania;

•    the deductibility of management, royalty and service fees paid to MIC S.A. by our operations in Bolivia, Costa Rica, El Salvador, Honduras and Tanzania;

•    deductibility of commissions and discounts on handsets in Honduras;

•    the deductibility of expenses for depreciation and amortization in Colombia, Guatemala and Paraguay;

•the application of the territoriality principle in the determination of the taxable base of municipal taxes in Colombia and Nicaragua and

•the application of withholding taxes on dividends in Nicaragua.

In many instances, the tax authorities seek to impose substantial penalties and interest charges while the disputed amounts remain unpaid, as we seek resolution through negotiations or court proceedings, resulting in significantly higher total claims than we expect the tax authorities will receive once the matter has been finally resolved. We work with the local tax authorities to substantiate claims or negotiate settlement amounts to close an audit, except in those instances where we are challenging or appealing the tax authorities’ claims.

For additional details, see note G.3.2 of our audited consolidated financial statements.

Dividend and Share Buyback Program(s)

Holders of MIC S.A. common shares (and SDRs) are entitled to receive dividends proportionately when, as and if declared by the Company’s Board of Directors and approved by shareholders at the AGM, subject to Luxembourg legal reserve requirements, as well as restrictions in the agreements governing our indebtedness.

In 2020, with the aim of preserving liquidity and financial flexibility, the Company's Board of Directors determined that no dividend be paid, and recommended that profit for the 2019 year be allocated to unappropriated net profit carried forward. This proposal was approved by shareholders at the AGM. During the period from February 28, 2020 to April 3, 2020, Millicom repurchased an aggregate amount of 350,000 shares (in the form of Swedish Depository receipts) under the share repurchase plan approved at the 2019 AGM. No shares have been repurchased under the share repurchase plan approved at the 2020 AGM.

On May 2, 2019, a dividend distribution of $2.64 per share (or $267,571,480 in the aggregate) from MIC S.A.'s profit or loss brought forward account at December 31, 2018, was approved by the shareholders at the AGM to be distributed in two equal installments, one of which was paid on May 10, 2019 and the other of which was paid on November 12, 2019. During 2019, no shares were repurchased.

On May 4, 2018, a dividend distribution of $2.64 per share (or $266,022,071 in the aggregate) from MIC S.A.’s profit or loss brought forward account at December 31, 2017, was approved by the shareholders at the AGM and distributed in two equal installments, one of which was paid on May 15, 2018 and the other of which was paid on November 14, 2018. During 2018, no shares were repurchased.

B.    Significant Changes

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

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ITEM 9. THE OFFER AND LISTING

A.    Offer and Listing Details

    The principal trading market of MIC S.A.’s shares is currently NASDAQ Stockholm, where MIC S.A.’s shares are listed and trade in the form of SDRs. Each SDR represents one share. MIC S.A. does not intend to list its SDRs on any national securities exchange in the United States.

    Since January 9, 2019, MIC S.A.’s common shares have been listed on the Nasdaq Stock Market’s Global Select Market (the “Nasdaq Global Select Market”) in the United States. MIC S.A.’s common shares had previously been listed on the Nasdaq Global Select Market until May 27, 2011.

B.    Plan of Distribution

Not applicable to Annual Report filing.

C.    Markets

The SDRs are listed on the main market of NASDAQ Stockholm under the symbol “MIC_SDB.” NASDAQ Stockholm is a regulated market in accordance with the Swedish Securities Market Act and is subject to regulation and supervision by the Swedish Financial Supervisory Authority. The Swedish Securities Market Act provides for the regulation and supervision of the Swedish securities markets and market participants, and the Swedish Financial Supervisory Authority implements such regulation and supervision.

MIC S.A.’s common shares are listed on the Nasdaq Global Select Market in the United States under the symbol “TIGO.”

D.    Selling Shareholders

Not applicable to Annual Report filing.

E.    Dilution

Not applicable to Annual Report filing.

F.    Expenses of the Issue

Not applicable to Annual Report filing.

ITEM 10. ADDITIONAL INFORMATION

A.    Share Capital

Not applicable to Annual Report filing.

B.    Memorandum and Articles of Association

Articles of Association

Registration and Object

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

The articles of association of MIC S.A. define its purpose inter alia as follows: “... to engage in all transactions pertaining directly or indirectly to the acquisition and holding of participating interests, in any form whatsoever, in any

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Luxembourg or foreign business enterprise, including but not limited to, the administration, management, control and development of any such enterprise”. At the extraordinary general meeting of shareholders held on January 7, 2019, the shareholders adopted the Amended and Restated Articles of Association, filed herewith as Exhibit 1.1..

Directors

Restrictions on Voting

If a director has a personal material interest in a proposal, arrangement or contract to be decided by MIC S.A., the amended and restated articles of association provide that the validity of the decision of MIC S.A. is not affected by a conflict of interest existing with respect to a director. However, any such personal interest must be disclosed to the Board of Directors ahead of the vote and the relevant director shall abstain from considering and voting on the relevant issue. Such conflict of interest must be reported to the next general meeting of shareholders.

Compensation and Nomination

The decision on annual remuneration of directors (“tantièmes”) is reserved by the amended and restated articles of association to the general meeting of shareholders. Directors are therefore prevented from voting on their own compensation. However, directors may vote on the number of shares they own, including the shares allotted under any share based compensation scheme.

The Nomination Committee makes recommendations for the election of directors to the AGM. At the AGM, shareholders may vote for or against the directors proposed or may abstain. The Nomination Committee reviews and recommends the directors’ fees which are approved by the shareholders at the AGM.

In proposing persons to be elected as directors at the AGM, the Company must comply with the nomination committee rules of the Swedish Code of Corporate Governance, so long as such compliance does not conflict with applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company's shares are listed. In the event that the Company does not comply with the nomination committee rules of the Swedish Code of Corporate Governance and a committee of the Board is established to propose persons to be elected as directors at the AGM, any Shareholder holding at least 20% of the issued and outstanding shares of the Company, excluding treasury shares, has the right to designate: (1) one of the then-serving directors to be a member of such committee, so long as such designation and the director so designated meet the requirements of any applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company's shares are listed, and (2) one person, who may or may not be a director, to attend any meeting of such committee as an observer, without the right to vote at such meeting, so long as such attendance does not conflict with applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company's shares are listed. Any designation made pursuant to this provision lapses upon such designating Shareholder holding less than 20% of the issued and outstanding shares of the Company, excluding treasury shares.

Borrowing Powers

The directors generally have unrestricted borrowing powers on behalf of and for the benefit of MIC S.A.

Age Limit

There is no age limit for being a director of MIC S.A. Directors could be elected for a maximum period of six years, but the Company has followed the practice of electing them annually at the AGM.

Share Ownership Requirements

Directors need not be shareholders in MIC S.A.

Shares

Rights Attached to the Shares

MIC S.A. has only one class of shares, common shares, and each share entitles its holder to:

•    one vote at the general meeting of shareholders,

•    receive dividends when such distributions are decided, and

•    share in any surplus left after the payment of all the creditors in the event of liquidation. There is a preferential subscription right pursuant to Luxembourg corporate law under any share or rights issue for cash, unless the

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Board of Directors, within the limits specified in the amended and restated articles of association, or an extraordinary general meeting of shareholders, as the case may be, restricts the exercise thereof.

Redemption of Shares

The amended and restated articles of association provide for the possibility and set out the terms for the repurchase by MIC S.A. of its own shares, which repurchase must be approved in accordance with applicable law and the rules of any exchange on which MIC S.A.’s shares are listed. A share repurchase plan was approved at our 2020 AGM authorizing the Board of Directors, at any time between June 25, 2020 and the date of the 2023 AGM, provided the required levels of distributable reserves are met by MIC S.A. at that time, either directly or through a subsidiary or a third party, to engage in a share repurchase plan of MIC S.A.’s common shares to be carried out for all purposes allowed or which would become authorized by the laws and regulations in force, and in particular the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Share Repurchase Plan”) by using its available cash reserves.

The maximum number of Shares that may be acquired in each of the periods between (i) June 25, 2020 up until December 31, 2021, and (ii) January 1, 2022 and the date of the annual general meeting to be held in 2023, may not exceed the higher of 10,000,000 Shares or ten per cent (10%) of Millicom's outstanding share capital as per January 1, 2020 for the first period, and as per December 31, 2021 for the second period; provided further that the maximum number of Shares that may be acquired under this three-year Share Repurchase Plan shall not exceed 15,000,000 Shares in total.

For Shares repurchased on a regulated market where the shares are traded, the price per Share shall be within the registered interval for the share price prevailing at any time (the so called spread), that is, the interval between the highest buying rate and the lowest selling rate of the Shares on the market on which the purchases are made. For any other Shares repurchased, the price per share may not exceed 110% of the most recent closing trading price of the Shares on the Nasdaq Stock Market in the U.S., provided that the minimum repurchase price is above SEK 50 (or USD equivalent).

The Share Repurchase Plan may not have the effect of reducing Millicom's net assets and reserves under the limit required by the 1915 Law or the Articles of Association of the Company. Only fully paid-up Shares may be included in repurchase transactions made under the Share Repurchase Plan.

Sinking Funds

MIC S.A. shares are not subject to any sinking fund.

Liability for Further Capital Calls

All of the issued shares in MIC S.A.’s capital are fully paid up. Accordingly, none of MIC S.A.’s shareholders are liable for further capital calls.

Principal Shareholder Restrictions

There are no provisions in the amended and restated articles of association that discriminate against any existing or prospective holder of MIC S.A.’s shares as a result of such shareholder owning a substantial number of shares.

Changes to Shareholder’s Rights

In order to change the rights attached to the shares of MIC S.A., an extraordinary general meeting of shareholders must be duly convened and held before a Luxembourg notary, as under Luxembourg law such change requires an amendment of the articles of association. A quorum of presence of at least 50% of the shares present or represented is required at a meeting held after the first convening notice, whereas there is no quorum of presence requirement at a meeting held after the second convening notice. Any decision must be taken by a majority of two thirds of the shares present or represented at the general meeting. Any change to the obligations attached to shares may be adopted only with the unanimous consent of all shareholders.

Shareholders’ Meetings

General meetings of shareholders are convened by convening notice published in the Luxembourg Official Gazette (Journal des Publications, Recueil Electronique des Sociétés et Associations), in a Luxembourg newspaper, in short version in the Swedish newspaper SvD, as a press release and on the Millicom website. According to article 18 of the amended and restated articles of association of MIC S.A., the Board of Directors determines in the convening notice the formalities to be observed by each shareholder for admission to the AGM. An AGM must be convened every year within six months of the end of the financial year, at the registered office of the Company or any other place in Luxembourg as may be specified in the convening notice. Other meetings can be convened as necessary.

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Limitation on Securities Ownership

There are no limitations imposed under Luxembourg law or the amended and restated articles of association on the rights of non-resident or foreign entities to own shares of the Company or to hold or exercise voting rights on shares of the Company.

Change of Control

There are no provisions in the amended and restated articles of association of the Company that would have the effect of delaying, deferring or preventing a change in control of MIC S.A. and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company, or any of its subsidiaries.

Luxembourg laws impose the mandatory disclosure of an important participation in Millicom and any change in such participation.

Disclosure of Shareholder Ownership

As required by the Luxembourg law on transparency obligations of January 11, 2008, as amended (the “Transparency Law”), a shareholder who acquires or disposes of shares, including depositary receipts representing shares in the Company’s capital must notify the Company’s Board of Directors of the proportion of shares held by the relevant person as a result of the acquisition or disposal, where that proportion reaches, exceeds or falls below the thresholds referred to in the Transparency Law. As per the Transparency Law, the above also applies to the mere entitlement to acquire or to dispose of, or to exercise, voting rights in any of the cases referred to in the Transparency Law.

C.    Material Contracts

4.500% Senior Notes

On October 19, 2020, MIC S.A. issued $500 million 4.500% senior notes that mature on April 27, 2031. The notes were issued pursuant to the Indenture for the $500 million 4.500% Senior Notes due 2031 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated October 27, 2020, included as Exhibit 4.10 to this Annual Report.

Revolving Credit Facility

MIC S.A. has a $600 million revolving credit facility that matures on October 15 2025, with option to extend for two 1 year periods. The facility is governed by the amended and restated multicurrency revolving facility agreement for Millicom International Cellular S.A. arranged by The Bank Of Nova Scotia, BNP Paribas, Citigroup Global Markets Limited and DNB Markets, a part of DNB Bank ASA, Sweden Branch dated October 15, 2020, included as Exhibit 4.3 to this Annual Report.

5.125% Senior Notes

On September 20, 2017, MIC S.A. issued a $500 million 5.125% fixed interest rate bond that matures on January 15, 2028. The bond was issued pursuant to the Amended and Restated Indenture for the $500 million 5.125% Senior Notes due 2028 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG dated May 30, 2018, included as Exhibit 4.2 to this Annual Report.

6.625% Senior Notes

On October 16, 2018, to help finance the Cable Onda Acquisition, MIC S.A. issued $500 million aggregate principal amount of its 6.625% fixed interest rate notes that mature on October 15, 2026. The notes were issued pursuant to the Indenture for the $500 million 6.625% Senior Notes due 2026 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated October 16, 2018, included as Exhibit 4.5 to this Annual Report.

Stock Purchase Agreements for Telefonica CAM

On February 20, 2019, MIC S.A., Telefonica Centroamerica Inversiones, S.L. (“Telefonica Centroamerica”) and Telefonica S.A. (“Telefonica”) entered into a share purchase agreement pursuant to which, subject to the terms and conditions contained therein, MIC S.A. agreed to purchase 100% of the shares of Telefonica Moviles Panama, S.A., from Telefonica Centroamerica (the “Panama Acquisition”).

On February 20, 2019, MIC S.A., Telefonica Centroamerica and Telefonica entered into a share purchase agreement pursuant to which, subject to the terms and conditions contained therein, Millicom agreed to purchase 100% of the

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shares of Telefonica de Costa Rica TC, S.A., from Telefonica (the “Costa Rica Acquisition”). On May 2, 2020, MIC S.A. terminated the Costa Rica Acquisition share purchase agreement. As a result of such termination, Telefonica filed a complaint against Millicom followed by an amended complaint, which seeks unspecified damages, costs, and fees. Millicom believes the complaint is without merit and is vigorously defending against it on the basis that Millicom was entitled to terminate the Costa Rica Acquisition, since the required closing conditions were not met by the contractual due date.

On February 20, 2019, MIC S.A., Telefonica Centroamerica and Telefonica entered into a share purchase agreement pursuant to which, subject to the terms and conditions contained therein, Millicom agreed to purchase 100% of the shares of Telefonia Celular de Nicaragua, S.A., a company incorporated under the laws of Nicaragua, from Telefonica Centroamerica (the “Nicaragua Acquisition,” and together with the Panama Acquisition and the Costa Rica Acquisition, the “Telefonica CAM Acquisitions”).

US$750 million 6.250% Senior Notes

On March 25, 2019, to help finance the Telefonica CAM Acquisitions, MIC S.A. issued $750 million aggregate principal amount of its 6.250% senior notes due 2029. The notes were issued pursuant to the Indenture for the $750 million 6.250% Senior Notes due 2029 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated March 25, 2019, included as Exhibit 4.6 to this Annual Report.

SEK 2 Billion Floating-Rate Senior Unsecured Sustainability Bond

On May 15, 2019, MIC S.A. completed its offering of a SEK 2 billion (approximately $210 million) floating-rate senior unsecured sustainability bond due 2024, included as Exhibit 4.9 to this Annual Report.

D.    Exchange Controls

There are no governmental laws, decrees, regulations or other legislation of Luxembourg that may affect:

•    the import or export of capital including the availability of cash and cash equivalents for use by the Millicom Group, or

•    the remittance of dividends, interests or other payments to non-resident holders of MIC S.A.’s securities other than those deriving from the U.S.-Luxembourg double taxation treaty.

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E.    Taxation

Luxembourg Tax Considerations

The following information is of a general nature only on certain tax considerations effective in Luxembourg in relation to holders of shares in respect of the ownership and disposition of shares in MIC S.A., and does not purport to be a comprehensive description of all of the tax considerations that might be relevant to an investment decision in such company. It is included herein solely for preliminary information purposes and is not intended to be, nor should it be construed to be, legal or tax advice. The information contained herein is based on the laws presently in force in Luxembourg on the date hereof, and thus subject to any change in law that may take effect after such date. Shareholders in MIC S.A. should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy, impost or other charge or withholding of a similar nature, or to any other concepts, refers to Luxembourg tax law or concepts only. Further, any reference to a resident corporate shareholder/taxpayer includes non-resident corporate shareholders/taxpayers carrying out business activities through a permanent establishment, a permanent representative or a fixed place of business in Luxembourg to which assets would be attributable. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi), as well as personal income tax (impôt sur le revenu) generally. Corporate shareholders may further be subject to net wealth tax (impôts sur la fortune), as well as other duties, levies or taxes. Corporate income tax, municipal business tax, as well as the solidarity surcharge invariably apply to most corporate taxpayers resident in Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.

(a)    Luxembourg withholding tax on dividends paid on MIC S.A. shares

Dividends distributed by MIC S.A. will in principle be subject to Luxembourg withholding tax at the rate of 15%.

Luxembourg resident corporate holders

No dividend withholding should apply on dividends paid by MIC S.A. to a Luxembourg resident company if the conditions of Article 147 of the Luxembourg income tax law (“LITL”) are met, meaning that the Luxembourg residence corporate holder should be a collective entity covered by article 2 of the EU Parent Subsidiary (Council Directive 2011/96/EU of 30 November 2011), a fully taxable (capital) company not listed in the appendix to article 166 LITL, paragraph 10, the Luxembourg State, a Luxembourg commune or a Luxembourg syndicate of communes or an undertaking of a Luxembourg public body, holding shares which meets the qualifying participation test (10% of the share capital or acquisition price of the shares of at least € 1.2 million held or committed to be held for a minimum of 12 months).

Luxembourg resident individual holders

Luxembourg withholding tax on dividends paid by MIC S.A. to a Luxembourg resident individual holder may entitle such holder to a tax credit for the tax withheld.

Non-Luxembourg resident holders

Non-Luxembourg resident shareholders of MIC S.A. should benefit from a withholding tax exemption if the conditions of Article 147 LITL are met, meaning 10% shareholding or share acquisition price of € 1.2 million, 12 months holding period and that the non-Luxembourg resident should either be (i) an entity which fall within the scope of Article 2 of the European Council Directive 2011/96/EU, as amended (the “Parent-Subsidiary Directive”) and which are not excluded to benefit from this directive under its mandatory general anti-avoidance rule as implemented in Luxembourg, or (ii) corporate holder subject to a tax comparable to Luxembourg corporate income tax and which are resident in a country having concluded a double tax treaty with Luxembourg (such as the United States), or (iii) corporate holder subject to a tax comparable to Luxembourg corporate income tax resident in a State member of the European Economic Area other than a Member State of the EU of (iv) corporate holder resident in Switzerland subject to corporate income tax in Switzerland without benefiting from a tax exemption.

Non-Luxembourg resident holders which do not fall within the scope of Article 147 LITL withholding tax exemption but resident in a State with which Luxembourg has concluded a double tax treaty may claim a reduced withholding tax under the conditions set forth in the relevant double tax treaty.

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In the case the non-Luxembourg resident holder fulfills the requirements to benefit from a withholding tax exemption or is entitled to a reduced withholding tax under an applicable double tax treaty but has been subject to this 15% withholding tax it may claim a refund from the Luxembourg tax administration.

(b)    Luxembourg income tax on dividends and capital gains received from MIC S.A. shares

Fully taxable resident corporate shareholders

For resident corporate taxpayers, dividends (and other payments) derived from shares held in a company and capital gains realized on the sale of shares in a company are, in principle, fully taxable and thus subject to a combined corporate income tax rate of 24.49% (for resident corporate taxpayers established in Luxembourg City), except that, as described in further detail below, (i) dividends can benefit either from a full exemption if the conditions of article 166 LITL are met or from a 50% exemption if the conditions of Article 115 (15a) LITL are met, and (ii) capital gains realized by resident corporate shareholders are fully exempt if the conditions of the Grand Ducal Decree of December 21, 2002, (as amended) are fulfilled.

Under the Luxembourg participation exemption on dividends as implemented by Article 166 LITL, dividends derived from shares may be exempt from income tax at the level of the resident corporate shareholder if cumulatively, (i) the shareholder is either (a) a fully taxable resident collective entity taking one of the forms listed in the appendix to paragraph 10 of Article 166 LITL, (b) a fully taxable resident corporation not listed in the appendix to paragraph 10 of Article 166 LITL, (c) a permanent establishment of a collective entity referred to in Article 2 of the Parent-Subsidiary Directive, (d) a permanent establishment of a corporation resident in a State with which the Grand Duchy of Luxembourg has signed an agreement in an attempt to avoid double taxation, or (e) a permanent establishment of a corporation or a cooperative society resident in a State party to the European Economic Area Agreement other than a Member State of the European Union, (ii) the subsidiary is either (a) a collective entity referred to in Article 2 of the Parent-Subsidiary Directive, (b) a fully taxable resident corporation not listed in the appendix to paragraph (10) of Article 166 LITL, or (c) a non-resident corporation fully subject to a tax corresponding to the Luxembourg corporate income tax, and (iii) the shareholder has held or commits itself to hold, for an uninterrupted period of at least 12 months , a participation representing at least 10% in the share capital of the subsidiary or an acquisition price of at least €1.2 million. Liquidation proceeds are deemed to be a received dividend and may be exempt under the same conditions. The participation through an entity that is transparent for Luxembourg income tax purposes is to be considered as direct participation in proportion to the amount held in the net assets invested in that tax transparent entity.

The Luxembourg participation exemption regime may be denied if the income is (i) deductible in the other EU Member State paying such income or (ii) paid as part of an arrangement or a series of arrangements that, having been put into place with the main purpose or one of the main purposes of obtaining a tax advantage that defeats the object or purpose of the Parent-Subsidiary Directive, is not genuine having regard to all relevant facts and circumstances. For the purposes of this anti-avoidance rule, an arrangement, which may comprise several steps or parts, or a series of arrangements, is considered as not genuine to the extent that it is not put into place for valid commercial reasons that reflect economic reality.

Expenses, including interest expenses and impairments, in direct economic relation with the shareholding held by a resident corporate shareholder should not be deductible for income tax purposes up to the amount of any exempt dividend derived during the same financial year. Expenses exceeding the amount of the exempt dividend received from such shareholding during the same financial year should remain deductible for income tax purposes.

If the conditions of the Luxembourg participation exemption, as described above, are not met, 50% of the gross amount of dividends may however be exempt from corporate income tax in accordance with Article 115 (15a) LITL if such dividends are received from (i) a fully taxable corporation resident in Luxembourg, (ii) a corporation (a) resident in a State with which the Grand Duchy of Luxembourg has signed an agreement in an attempt to avoid double taxation, and (b) fully subject to a tax corresponding to the Luxembourg corporate income tax, or (iii) a company resident in a Member State of the European Union and referred to in Article 2 of the Parent-Subsidiary Directive.

Capital gains realized on shares by resident corporate shareholders may be exempt from corporate income tax if the conditions mentioned above under the Luxembourg participation exemption on dividends are met, except that the acquisition price must be of at least €6 million instead of €1.2 million. The participation through an entity that is transparent for Luxembourg income tax purposes is to be considered as direct participation in proportion to the amount held in the net assets invested in that tax transparent entity. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value.

Capital gains realized upon the disposal of shares should remain taxable for an amount corresponding to the sum of the expenses related to the shareholding and impairments recorded on the shareholding that reduced the taxable basis of the resident corporate shareholder in the year of disposal or in previous financial years.

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Resident corporate shareholders with a special tax regime

A resident corporate shareholder that is governed by the law of May 11, 2007, on Family Estate Management Companies (as amended) or by the Law of February 13, 2007, on Specialized Investment Funds (as amended) or by the Law of December 17, 2010, on Undertakings for Collective Investment (as amended) or by the law of July 23, 2016, on Reserved Alternative Investment Funds not having the exclusive purpose of investing in risk capital, is not subject to Luxembourg income tax; thus, neither dividends (and other payments) derived from shares held in a company nor capital gains realized on the sale or disposal, in any form whatsoever, of shares in a company, are taxable at the level of such resident corporate shareholders.

Resident individual shareholders

For resident individual shareholders, dividends derived from shares and capital gains realized on the sale of shares are, in principle, subject to income tax at the progressive ordinary rate (with a current effective marginal rate of up to 42%). Such income tax rate is increased by 7% for income not exceeding €150,000 for single taxpayers and €300,000 for couples taxed jointly, and by 9% for income above these amounts. In addition, a 1.4% dependence insurance contribution is due.

50% of the gross amount of dividends derived from shares may however be exempt from income tax, if the conditions laid down under Article 115 (15a) LITL, as described above, are complied with. In addition, a total lump-sum of €1,500 (which is doubled for taxpayers who are jointly taxable) is deductible from the total of dividends received during the tax year.

Capital gains realized on the disposal of the shares by resident individual shareholders who act in the course of the management of their private wealth, will in principle only be taxable if said capital gains qualify either as speculative gains or as gains on a substantial participation. A disposal may include a sale, an exchange, a contribution or any other kind of alienation of shares. Capital gains are deemed to be speculative if the shares are disposed within six months after their acquisition or if their disposal precedes their acquisition. Speculative gains realized during the year that are equal to, or are greater than, €500 are subject to income tax at ordinary rates. A participation is deemed to be substantial where a resident individual shareholder holds, either alone or together with his spouse, his partner or minor children, directly or indirectly, at any time within the 5 years preceding the disposal, more than 10% of share capital of a collective entity. A shareholder is also deemed to alienate a substantial participation if such participation (i) has been acquired free of charge, within the 5 years preceding the transfer, and (ii) was constituting a substantial participation in the hands of the alienator (or the alienators in case of successive transfers free of charge within the same 5-year period). Capital gains realized on a substantial participation more than six months after the acquisition thereof may benefit from an allowance of up to €50,000 granted for a ten-year period (which is doubled for taxpayers who are jointly taxable). They are subject to income tax according to the half- global rate method, (i.e., the average rate applicable to the total income is calculated according to progressive income tax rates and half of the average rate is applied to the capital gains realized on the substantial participation).

Capital gains realized on the disposal of the Company’s shares by resident individual shareholders, who act in the course of their professional or business activity, are subject to income tax at ordinary rates. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value.

Non-resident shareholders

Non resident shareholders (either individual or corporate) owning a non-substantial shareholding are exempt from capital gains taxes. Non resident shareholders owning a substantial shareholding (more than 10% of share capital of a collective entity) are taxable in Luxembourg on a capital gain realized upon the disposal if at the date of the disposal the shareholding has been owned for not more than six months, unless the non resident shareholder is resident in a treaty country and the treaty allocates the taxation right for the capital gain to the country of residence. In this latter case, no capital gains tax will be due by non resident shareholder. Capital gains realized on the disposal of shares by non resident shareholders that have been owned for more than 6 months are exempt from Luxembourg income tax.

(c)    Other Taxes

Net wealth tax

Whilst non-resident corporate taxpayers may only be subject to net wealth tax on their on the net assets attributable to a permanent establishment located in Luxembourg or on real estate assets located in Luxembourg, resident corporate taxpayers are in principle subject to net wealth tax at the rate of 0.5% for net wealth up to €500 million and at 0.05% for net wealth exceeding this threshold, unless a double tax treaty provides for an exemption or the asset may benefit from the Luxembourg participation exemption regime. Net worth is referred to as the unitary value (valeur unitaire), as determined at January 1 of each year. The unitary value is basically calculated as the

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difference between (a) assets estimated at their fair market value and (b) liabilities vis-à-vis third parties, unless one of the exceptions mentioned below are satisfied.

A resident corporate shareholder will be subject to net wealth tax on shares, except if (i) the shareholder is a securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an investment company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or a specialized investment fund governed by the Law of February 13, 2007, on Specialized Investment Funds (as amended) or a family wealth management company governed by the Law of May 11, 2007, on Family Estate Management Companies (as amended) or an undertaking for collective investment governed by the Law of December 17, 2010, on Undertakings for Collective Investment (as amended) or a pension-saving company as well as a pension-saving association, both governed by the Law of July 13, 2005, (as amended) or a reserved alternative investment fund governed by the law of July 23, 2016, or (ii) if the conditions mentioned above for the participation exemption regime on dividend income are met at the end of the previous year (except that no minimum holding period is required).

A resident corporate shareholder may further be subject to either a minimum net wealth tax of €4,815 or to a progressive minimum net wealth tax from €535 to €32,100, which depends on the total assets on their balance sheet. The minimum net wealth tax of €4,815 will be applicable for a resident corporate shareholder, which has a minimum of 90% of fixed financial assets, transferable securities and cash at bank on its balance sheet, except if its accumulated fixed financial assets do in addition not exceed €350,000, in which case it may benefit from a minimum net wealth tax of €535. Items (e.g., real estate properties or assets allocated to a permanent establishment) located in a treaty country, where the latter has the exclusive tax right, are not considered for the calculation of the 90% threshold.

Despite the above mentioned exceptions, the minimum net wealth tax also applies if the resident corporate shareholder is a securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an investment company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or a pension-saving company as well as a pension-saving association, both governed by the Law of July 13, 2005, (as amended) or a reserved alternative investment fund having the exclusive purpose of investing in risk capital governed by the law of July 23, 2016.

The net wealth tax charge for a given year can be avoided or reduced if a specific reserve, equal to five times the net wealth tax to save, is created before the end of the subsequent tax year and maintained during the five following tax years. The net wealth tax reduction corresponds to one fifth of the reserve created, except that the maximum net wealth tax to be saved is limited to the corporate income tax amount due for the same tax year, including the employment fund surcharge, but before imputation of available tax credits.

Inheritance tax

Where a shareholder is a resident of Luxembourg for tax purposes at the time of his/her death, shares are included in his/her taxable estate for inheritance tax assessment purposes.

Gift tax

Gift tax may be due on a gift or donation of shares if recorded in a Luxembourg notarial deed or otherwise recorded in Luxembourg.

Registration taxes and stamp duties

In principle, neither the issuance of shares nor the disposal of shares is subject to Luxembourg registration tax or stamp duty.

However, a registration duty may be due in the case where (i) the deed acknowledging the issuance/disposal of shares is either attached (annexé) to a deed subject to a mandatory registration in Luxembourg (e.g., public deed) or lodged with a notary’s records (deposé au rang des minutes d’un notaire), or (ii) in case of a registration of such deed on a voluntary basis.

Material U.S. Federal Income Tax Considerations

The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing our common shares. It does not describe all tax considerations that may be relevant to a particular person’s decision to hold common shares. This discussion applies only to a U.S. Holder that holds common shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the U.S. federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Internal Revenue Code of

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1986, as amended (the “Code”) known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:

•    certain financial institutions;

•    dealers or traders in securities that use a mark-to-market method of tax accounting;

•    persons holding common shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the common shares;

•    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•    entities classified as partnerships for U.S. federal income tax purposes;

•    tax-exempt entities, “individual retirement account” or “Roth IRA”;

•    persons that own or are deemed to own ten percent or more of our shares, by vote or value;

•    persons who acquired our common shares pursuant to the exercise of an employee stock option or otherwise as compensation; or

•    persons holding common shares in connection with a trade or business conducted outside of the United States.

If an entity that is classified as a partnership for U.S. federal income tax purposes owns common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning common shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the common shares.

This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between Luxembourg and the United States (the “Treaty”) all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.

A “U.S. Holder” is a person who, for U.S. federal income tax purposes, is a beneficial owner of our common shares and is:

•    an individual who is a citizen or resident of the United States;

•    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

•    an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

This discussion does not address the effects of any state, local or non-U.S. tax laws, or any U.S. federal taxes other than income taxes (such as U.S. federal or gift tax consequences). U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our common shares in their particular circumstances.

Except as described below, this discussion assumes that we are not, and will not become, a passive foreign investment company (a “PFIC”) for any taxable year.

Taxation of Distributions

Distributions paid on common shares, other than certain pro rata distributions of common shares, will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders may be taxable at the favorable tax rate applicable to “qualified dividend income.” U.S. Holders should consult their tax advisers regarding the availability of the favorable tax rate on dividends in their particular circumstances.

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Dividends will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of receipt. The amount of any dividend income paid in euros will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Dividends will be foreign-source and will include any amount withheld by us in respect of Luxembourg income taxes. Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances, non-refundable Luxembourg income taxes withheld from dividends at a rate not exceeding any applicable rate provided by the Treaty will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign taxes, including any Luxembourg income tax, in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.

Sale or Other Disposition of Common Shares

For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of common shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the common shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the common shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Rules

We believe that we were not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes for our taxable year ending December 31, 2020. However, our PFIC status for any taxable year is an annual determination that depends on the composition of our income and assets and the market value of our assets, which may change from time to time. In addition, if we expand our lending activities in the future in any significant fashion, our risk of becoming a PFIC will increase. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If we are a PFIC for any year during which a U.S. Holder holds common shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds common shares, even if we cease to meet the threshold requirements for PFIC status.

If we are a PFIC for any taxable year during which a U.S. Holder holds common shares, gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the common shares will be allocated ratably over the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge will be imposed on the resulting tax liability for each such year. Further, to the extent that any distribution received by a U.S. Holder on its common shares exceeds 125% of the average of the annual distributions on the common shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution will be subject to taxation in the same manner. If we were a PFIC, certain elections (such as mark-to-market election) may be available that would result in alternative tax consequences of owning and disposing the common shares.

In addition, if we are a PFIC or, with respect to particular U.S. Holder, are treated as a PFIC for the taxable year in which we pay a dividend or for the prior taxable year, the preferential dividend rate discussed above with respect to dividends paid to certain non-corporate U.S. Holders will not apply.

If a U.S. Holder owns common shares during any year in which we are a PFIC, the U.S. Holder generally must file annual reports on an IRS Form 8621 (or any successor form) with respect to us, generally with the U.S. Holder’s federal income tax return for that year.

U.S. Holders should consult their tax advisers concerning the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding,

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unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders who are individuals or specified entities may be required to report information on their U.S. federal income tax returns relating to their ownership of our common shares, subject to certain exceptions (including an exception for common shares held in a financial account, in which case the account may be reportable if maintained by a non-U.S. financial institution).

U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership and disposition of common shares.

F.    Dividends and Paying Agents

Not applicable to Annual Report filing.

G.    Statement by Experts

Not applicable to Annual Report filing.

H.    Documents on Display

Upon the effectiveness of this Annual Report, we will become subject to the information requirements of the Exchange Act, except that as a foreign issuer, we will not be subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we will file or furnish reports and other information with the SEC, which you may inspect and copy at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

I.    Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK

Financial risk management

Millicom regularly performs risk management assessments and reviews to identify its major risks and to take the necessary steps to mitigate such risks. The principal market risks to which we are exposed are interest rate risk, foreign currency exchange risk and non-repatriation. Each year Millicom Group Treasury revisits and presents to the Audit Committee updated Treasury and Financial Risks Management policies ("Group Treasury Policy"). The Millicom Group analyzes each of these financial risks individually as well as on an interconnected basis and defines and implements strategies to manage the economic impact on the Millicom Group’s performance in line with its Group Treasury Policy. This policy was last reviewed in late 2020.

As part of the annual review of the above mentioned risks, the Millicom Group targets a strategy with respect to the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Company targets to reach 40% of debt in local currency over the medium term) to maintaining a 75/25% mix between fixed and floating rate debt or agreeing to cover up to six months forward of operating costs and capex denominated in non-functional currencies through a rolling and layering strategy. Millicom’s risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Millicom Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading.

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On December 31, 2020 and 2019, the fair value of derivatives held by the Millicom Group may be summarized as follows:

	2020	2019
	(US$ millions)
Derivatives
Cash flow hedge derivatives - asset	28	—
Cash flow hedge derivatives - liability	(16)	(17)
Net derivative asset (liability)	12	(17)

Interest rate risk

Debt and financing issued at floating interest rates expose the Millicom Group to cash flow interest rate risk. Debt and financing issued at fixed rates expose the Millicom Group to fair value interest rate risk. The Millicom Group’s exposure to risk of changes in market interest rates relate to both of the above. To manage this risk, the Millicom Group’s policy is to maintain a combination of fixed and floating rate debt with target that more than 75% of the debt be at fixed rates. The Millicom Group actively monitors borrowings against this target. The target mix between fixed and floating rate debt is reviewed periodically. The purpose of Millicom’s policy is to achieve an optimal balance between cost of funding and volatility of financial results, while taking into account market conditions as well as our overall business strategy. At December 31, 2020, approximately 84% of the Millicom Group’s borrowings are at a fixed rate of interest or for which variable rates have been swapped for fixed rates with interest rate swaps (2019: 76%).

The table below summarizes, as at December 31, 2020, our fixed rate debt and floating rate debt:

	Amounts due within
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Financing at December 31, 2020
Fixed rate financing	80		90		268		561		269		3,498		4,766
Weighted average nominal interest rate	5.81	%	5.62	%	7.69	%	5.44	%	5.54	%	5.56	%	5.67	%
Floating rate financing	33		17		171		250		197		256		926
Weighted average nominal interest rate	1.89	%	1.28	%	2.76	%	1.27	%	4.49	%	0.40	%	0.91	%
Total	113		107		439		811		467		3,755		5,691
Weighted average nominal interest rate	4.65	%	4.95	%	5.76	%	4.15	%	5.09	%	5.21	%	4.90	%

The table below summarizes, as at December 31, 2019, our fixed rate debt and floating rate debt:

	Amounts due within
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Financing at December 31, 2019
Fixed rate financing	118		117		118		332		431		3,428		4,543
Weighted average nominal interest rate	6.32	%	5.46	%	5.01	%	7.24	%	5.44	%	5.81	%	5.86	%
Floating rate financing	68		38		27		185		654		457		1,429
Weighted average nominal interest rate	2.97	%	1.77	%	1.41	%	3.25	%	4.26	%	0.96	%	1.52	%
Total	186		155		145		517		1,085		3,884		5,972
Weighted average nominal interest rate	5.10	%	4.55	%	4.34	%	5.81	%	4.73	%	5.24	%	4.82	%

A 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 2020 would increase or reduce profit before tax from continuing operations for the year by approximately US$9 million (2019: US$14 million).

112

From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest rates and currency fluctuations in accordance with its Financial Risk Management policy. Details of these arrangements are provided below.

Interest rate and currency swaps on SEK denominated debt

The swaps on the previous SEK bond were accounted for as a cash flow hedge as the timing and amounts of the cash flows under the swap agreements matched the cash flows under the SEK bond. Fluctuations were recorded through other comprehensive income in our financial statements. They matured in April 2018 and were settled against a cash payment of $63 million.

In May 2019, MIC S.A. entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the issuance of the SEK 2 billion (approximately $208 million) senior unsecured sustainability bond. These swaps are accounted for as cash flow hedges as the timing and amounts of the cash flows under the swap agreements match the cash flows under the SEK bond. Their maturity date is May 2024. The hedging relationship is highly effective and related fluctuations are recorded through other comprehensive income. At December 31, 2020, the fair values of the swaps amount to an asset of $23 million.

Interest rate and currency swaps in Costa Rica, Colombia and interest rate swaps in El Salvador

Our operations in Colombia, El Salvador and Costa Rica also entered into several swap agreements in order to hedge foreign currency and interest rate risks on certain long term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded through other comprehensive income. At December 31, 2020, the fair value of El Salvador swaps amount to a liability of $3 million (December 31, 2019: a liability of $3 million), Costa Rica swaps amount to a liability of $5 million and an asset of $1 million (December 31, 2019: liability of $14 million) and the fair value of Colombia swaps amount to a liability of $7 million (December 31, 2019: nil).

Interest rate and currency swaps on Euro-denominated debt

In June 2013, Millicom entered into interest rate and currency swaps whereby Millicom will sell Euros and receive USD to hedge against exchange rate fluctuations on an intercompany seven-year Euro 134 million principal and related interest financing of its operation in Senegal.

The above hedge was considered ineffective, with fluctuations in the fair value of the hedge recorded through the statement of income in our consolidated financial statements.

No other financial instruments have a significant fair value at December 31, 2020.

Foreign currency risk

The Millicom Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. In the years ended December 31, 2020, 2019 and 2018, foreign currency exchange rate fluctuations resulted in a loss of $69 million, a loss of $32 million and a gain of $40 million, respectively.

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

The following table summarizes debt denominated in US dollars and other currencies at December 31, 2020 and 2019.

113

	2020	2019
	(US$ millions)
December 31
Debt denominated in US dollars	3,384	3,535
Debt denominated in currencies of the following countries:
Colombia	614	531
Chad		—
Tanzania	40	14
Bolivia	337	350
Paraguay	180	206
El Salvador(i)	118	268
Panama(i)	869	918
Luxembourg (SEK denominated)	41	43
Costa Rica	107	107
Other		—
Total debt denominated in other currencies	2,307	2,437
Total debt	5,691	5,972

(i) El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. Our local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).

At December 31, 2020, if the US dollar had weakened/strengthened by 10% against the other functional currencies of our operations and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $45 million (2019: $17 million ). This increase/decrease in profit before tax would have mainly been as a result of the conversion of the USD-denominated net debts in our operations with functional currencies other than the US dollar.

Non-repatriation risk

Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Millicom Group and in the currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds to the Company.

Although foreign exchange controls exist in some of the countries in which Millicom Group companies operate, none of these controls currently significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, existing foreign exchange controls may be strengthened in countries where the Millicom Group operates, or foreign exchange controls may be introduced in countries where the Millicom Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be subsequently restricted, which would impact the Company’s ability to make payments on its interest and loans and, or pay dividends to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use of notional and physical cash pooling arrangements in hard currencies to the extent permitted.

In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency and exchange risk, which could have an adverse effect on the Millicom Group. This is a relatively rare case for the countries in which the Millicom Group operates.

Lastly, repatriation most often gives rise to taxation, which is evidenced in the amount of taxes paid by the Millicom Group relative to the Corporate Income Tax reported in its statement of income.

114

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.    Debt Securities

Not applicable to Annual Report filing.

B.    Warrants and Rights

Not applicable to Annual Report filing.

C.    Other Securities

Not applicable to Annual Report filing.

D.    American Depositary Shares

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

A.    Defaults

Not applicable.

B.    Arrears and Delinquencies

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

    As of December 31, 2020, MIC S.A., under the supervision and with the participation of the Millicom Group’s management, including the Company’s Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the effectiveness of the Millicom Group’s disclosure controls and procedures. The Millicom Group’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Millicom Group’s management to allow timely decisions regarding required disclosures. The Millicom Group’s management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives.

    Based on this evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that as of December 31, 2020 the Millicom Group’s disclosure controls and procedures are effective at the reasonable assurance level for recording, processing, summarizing and reporting the information the Company is required to disclose in the reports it files under the Exchange Act within the time periods specified in the U.S. Securities and Exchange Commission’s (the “SEC”) rules and forms.

B. Management’s Annual Report on Internal Control over Financial Reporting

    The Millicom Group’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

115

    Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting as well as the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS as issued by the International Accounting Standards Boards.

    The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

    The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    Based on its assessment, management believes that, as of December 31, 2020, the Company’s internal control over financial reporting is effective based on those criteria.

    The Company’s internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young S.A., the Company’s external independent registered public accounting firm, as stated in its report which follows.

116

C. Attestation Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Millicom International Cellular S.A.

Opinion on Internal Control Over Financial Reporting

We have audited Millicom International Cellular S.A.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Millicom International Cellular S.A. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated March 10, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

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

/s/ Ernst & Young

Société anonyme

Cabinet de révision agréé

Luxembourg,

Grand Duchy of Luxembourg

March 10, 2021

117

D. Changes in Internal Control over Financial Reporting

There were no changes in Internal Control over Financial Reporting during the year.

ITEM 16. [RESERVED]

Item 16A. Audit Committee Financial Expert

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

Item 16B. Code of Ethics

    Millicom has a Code of Conduct that applies to all employees and management. In May 2019, the Code of Conduct was amended to specify in greater detail our responsibility to regulators and shareholders, and clarify the duty of our employees to report concerns regarding accounting, internal controls, or auditing issues. In the year ended December 31, 2020, Millicom did not waive compliance with its Code of Conduct by its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct is available at https://www.millicom.com/our-responsibility/compliance/millicom-code-of-conduct/.

Item 16C. Principal Accountant Fees and Services

    The following table summarizes the aggregate amounts paid to Millicom’s auditors for the years ended December 31, 2020 and 2019.

	2020	2019
	(US$ millions)
Audit fees	5.8	6.8
Audit related fees	0.5	1.3
Tax fees	0.1	0.1
Other fees	0.1	0.6
Total	6.4	8.8

    Audit related services consist principally of consultations related to financial accounting and reporting standards, including making recommendations to management regarding internal controls and the issuance of certifications for debt and bonds. Tax services consist principally of tax advisory services and tax compliance services. All other fees are for services not included in the other categories. 100% of the audit related, tax and other fees for 2020 and 2019 were approved by the audit committee.

Audit Committee Pre-approval Policies

    The policies and procedures provide that requests for categories of non-audit services by Millicom’s auditors that have been pre-approved by the Audit Committee must be approved by management and subsequently reported to the Audit Committee on at least a quarterly basis, subject to a maximum annual and individual project cap. Other permitted services not listed in the pre-approved services list ratified by the Audit Committee must be pre-approved by the Audit Committee’s Chairman in between the regularly scheduled meetings and subsequently approved by the Audit Committee in full (during scheduled meetings), regardless of the level of fees.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

118

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

    As a foreign private issuer incorporated in Luxembourg with its principal stock exchange listing on Nasdaq Stockholm, Millicom follows its “home country” corporate governance practices and the laws of the Grand Duchy of Luxembourg, in lieu of the provisions of the Nasdaq Stock Market’s Marketplace Rule 5600 series that apply to the constitution of a quorum for any meeting of shareholders, the composition and independence requirements of the Nomination Committee and the Compensation Committee and the requirement to have regularly scheduled meetings at which only independent directors are present. The Nasdaq Stock Market’s rules provide for a quorum of no less than 33⅓% of Millicom’s outstanding shares. However, Millicom’s Amended and Restated Articles of Association do not require a quorum. The Nasdaq Stock Market’s rules provide for the involvement of independent directors in the selection of director nominees. However, Millicom relies on its home country practices, in lieu of this requirement, which permit its director nominations committee to be comprised of shareholder representatives. The Nasdaq Stock Market’s rules require each Compensation Committee member to be an independent director for purposes of the Nasdaq Stock Market’s Marketplace Rule 5605(d)(2). However, to preserve greater flexibility in who may be appointed to the Compensation Committee, Millicom relies on its home country practices, in lieu of this requirement, which do not require the Compensation Committee to be comprised solely of directors who qualify as independent for such purposes. The Nasdaq Stock Market’s rules require listed companies to have regularly scheduled meetings at which only independent directors are present. However, Millicom follows its home country practices which do not impose such a requirement.

Item 16H. Mine Safety Disclosure

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

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

ITEM 18. FINANCIAL STATEMENTS

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

119

ITEM 19. EXHIBITS

1.1	Amended and Restated Articles of Association of Millicom International Cellular S.A.
2.1	Description of Share Capital
4.1	Amended and Restated Indenture for the $500,000,000 5.125% Senior Notes due 2028 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG dated May 30, 2018 (incorporated herein by reference to Exhibit 4.2. to the Company’s Registration Statement on Form 20-F (File No. 001-38763) filed with the SEC on December 13, 2018)
4.2*	Amended and Restated Multicurrency revolving facility agreement for Millicom International Cellular S.A. arranged by The Bank Of Nova Scotia, BNP Paribas, Citigroup Global Markets Limited and DNB Markets, a part of DNB Bank ASA, Sweden Branch dated October 15, 2020
4.3	Indenture for the $750,000,000 6.25% Senior Notes due 2029 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated March 25, 2019
4.4	First Supplemental Indenture to the Amended and Restated Indenture for the $500,000,000 6.0% Senior Notes due 2025 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG, dated as of May 30, 2018
4.5	Term facility agreement for Millicom International Cellular S.A. arranged by DNB Bank ASA, Sweden Branch and Nordea Bank Abp, Filial i Sverige dated April 24, 2019
4.6	Terms and Conditions for Millicom International Cellular S.A.’s SEK 2 Billion Floating-Rate Senior Unsecured Sustainability Bond due 2024
4.7*	Indenture for the $500,000,000 4.500% Senior Notes due 2031 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated October 27, 2020
8.1	List of significant subsidiaries
12.1*	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
12.2*	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
13.1**	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
13.2**	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
15.1*	Consent of Ernst & Young S.A.
15.2*	Consent of Ernst & Young S.A.
99.1*	Audited financial statements of Comunicaciones Celulares, S.A. as at December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020
101.INS*	XBRL Instance Document
101.SC*	XBRL Taxonomy Extension Schema Document
101.CA*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DE*	XBRL Taxonomy Extension Definition Linkbase Document
101.LA*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

120

______________________

*    Filed herewith

**    Furnished herewith

121

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

		MILLICOM INTERNATIONAL CELLULAR S.A.
Date:	March 10, 2021	By:	/s/ Tim Pennington
			Name: Tim Pennington
			Title: Senior Executive Vice President, Chief Financial Officer
		By:	/s/ Mauricio Ramos
			Name: Mauricio Ramos
			Title: Executive Director and Chief Executive Officer

122

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Millicom International Cellular S.A. at December 31, 2020 and 2019 and for the Years Ended December 31, 2020, 2019 and 2018
Report of independent registered public accounting firm	F-2
Consolidated statement of income for the years ended December 31, 2020, 2019 and 2018	F-6
Consolidated statement of comprehensive income for the years ended December 31, 2020, 2019 and 2018	F-7
Consolidated statement of financial position at December 31, 2020 and 2019	F-8
Consolidated statement of cash flows for the years ended December 31, 2020, 2019 and 2018	F-10
Consolidated statement of changes in equity for the years ended December 31, 2020, 2019 and 2018	F-12
Notes to the audited consolidated financial statements	F-14

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Millicom International Cellular S.A.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Millicom International Cellular S.A. (the “Group“) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 10, 2021 expressed an unqualified opinion thereon.

Adoption of IFRS 16 “Leases”

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

Basis for Opinion

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

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

Critical Audit Matters

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

F-2

Revenue recognition

Description of the Matter

As described in Note B.1.1 of the consolidated financial statements, the Group’s revenue, amongst others, includes bundled offers (e.g., sales of telecom services and sale of handsets) and Principal vs. Agent considerations (i.e., some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer). Auditing bundled offers was especially challenging and involved complex auditor judgment because these arrangements involve multiple deliverables and elements which require the identification of separate performance obligations and allocation of the transaction price to those obligations. The transaction price is recognized in accordance with the transfer of goods or services to customers in an amount that reflects their relative stand-alone selling prices (e.g. the revenue from the sale of telecom services is recognized over time and the revenue from the sale of handsets is recognized at a point in time). In addition, auditing Principal vs. Agent considerations was especially challenging and involved auditor judgment to determine whether the Group has promised to provide the specified good or service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). In addition, auditing the information technology infrastructure used by the Group to capture complete and accurate revenue information (e.g. the set-up of customer accounts, pricing data, segregation of duties, reconciliation from billing system to the general ledger) to recognize revenues was especially challenging. There were challenges in obtaining an understanding of the structure of the complex systems and processes used to capture the large volumes of customer data. Furthermore, judgment was required to evaluate the relevant data that was captured and aggregated, and to assess the sufficiency of the audit evidence obtained.

How We Addressed the Matter in Our Audit

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

F-3

Impairment testing of Goodwill

Description of the Matter

As of December 31, 2020, the Group's goodwill balance was USD 1,659 million. As described in Note E.1.1 of the consolidated financial statements, goodwill from cash-generating units (CGUs) is tested at least each year and more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Auditing management’s goodwill impairment testing was especially challenging considering the uncertainties resulting from the current coronavirus pandemic situation and involved complex management and auditor judgment due to the significant assumptions used to determine the recoverable values of each of the Group’s CGUs. For example, the recoverable values based on value-in-use, determined using the method of discounted cash flows, were sensitive to significant assumptions, such as the projected EBITDA margin, CAPEX intensity (defined as CAPEX divided by total revenues), perpetual growth rates and weighted average cost of capital. These are affected by expectations about future market or economic conditions which are uncertain.

How We Addressed the Matter in Our Audit

Our audit procedures included, among others, obtaining an understanding of and evaluating the design and testing the operating effectiveness of the Group’s controls over its impairment testing. For example, we tested controls over management’s evaluation of the significant assumptions used in the discounted cash flows to develop the recoverable values of each of the Group’s CGUs. Our audit procedures also included inspecting the business plans used in the impairment analysis, comparing the plans to those used in other areas of the audit and evaluating the methodology used. We involved our valuation specialists to assist with our audit procedures to test the discounted cash flows and management’s valuation methodologies and assumptions. For example, our valuation specialists assisted us in comparing the significant assumptions listed above with publicly available information and external market data, and in evaluating management’s sensitivity analysis. We also assessed the completeness and accuracy of the underlying data through our inspection of and comparison to historical information. We evaluated the adequacy of the related disclosures.

F-4

Uncertain tax positions

Description of the Matter

As described in Note G.3.2 of the consolidated financial statements, the Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in some cases, it is difficult to predict the outcome. At December 31, 2020, the tax risks exposure of the Group's subsidiaries is estimated at USD 339 million, for which provisions of USD 77 million have been recorded in tax liabilities. The Group's share of tax exposure and provisions in its joint ventures amounts to USD 69 million and USD 7 million, respectively. Auditing management’s analysis of the Group’s uncertain tax positions and the related uncertain tax positions was especially challenging because the analysis is complex and involves significant management and auditor judgment and estimation. Each tax position involves unique facts and circumstances that must be evaluated, and there may be many uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination.

How We Addressed the Matter in Our Audit

Our audit procedures included, among others, obtaining an understanding of and evaluating the design and testing the operating effectiveness of the Group’s controls relating to uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the inputs and calculations of uncertain tax positions. Our audit procedures included, among others, evaluating the assumptions the Group used to develop its uncertain tax positions and related unrecognized tax positions by jurisdiction. For example, we compared the estimated liabilities for unrecognized tax positions to similar positions in prior periods and assessed management’s consideration of current tax treatments and litigation and trends in similar positions challenged by tax authorities. We also assessed the historical accuracy of management’s estimates of its unrecognized tax positions by comparing the estimates with the resolution of those positions. In addition, we involved our tax professionals to assist us in evaluating the application of relevant tax laws and the Group’s interpretation of such laws in its recognition determination. We also tested the completeness and accuracy of the underlying data used by the Group to calculate its uncertain tax positions. We evaluated the adequacy of the Group’s disclosures.

/s/ Ernst & Young

Société anonyme

Cabinet de révision agréé

We have served as the Group’s auditor since 2012.

Luxembourg, Grand Duchy of Luxembourg

March 10, 2021

F-5

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

Consolidated statement of income for the years ended December 31, 2020, 2019 and 2018

	Notes	2020	2019	2018 (i)
		(US$ millions)
Revenue	B.1.	4,171	4,336	3,946
Cost of sales	B.2.	(1,171)	(1,201)	(1,117)
Gross profit		3,000	3,135	2,829
Operating expenses	B.2.	(1,505)	(1,604)	(1,616)
Depreciation	E.2.2., E.3.	(890)	(825)	(662)
Amortization	E.1.3.	(318)	(275)	(140)
Share of profit in the joint ventures in Guatemala and Honduras	A.2.	171	179	154
Other operating income (expenses), net	B.2.	(12)	(34)	75
Operating profit	B.3.	446	575	640
Interest and other financial expenses	C.3.3., E.3.	(624)	(564)	(367)
Interest and other financial income		13	20	21
Other non-operating (expenses) income, net	B.5., C.7.3.	(106)	227	(39)
Profit (loss) from other joint ventures and associates, net	A.3.	(1)	(40)	(136)
Profit (loss) before taxes from continuing operations		(271)	218	119
Tax (charge) credit, net	B.6.	(102)	(120)	(112)
Profit (loss) from continuing operations		(373)	97	7
Profit (loss) from discontinued operations, net of tax	E.4.2.	(12)	57	(33)
Net profit (loss) for the period		(385)	154	(26)
Attributable to:
Owners of the Company		(344)	149	(10)
Non-controlling interests	A.1.4.	(41)	5	(16)
Earnings (loss) per common share for profit (loss) attributable to the owners of the Company:
Basic and diluted (US$ per common share) (ii)
— from continuing operations		(3.28)	0.92	0.23
— from discontinued operations		(0.12)	0.56	(0.33)
— Total	B.7.	(3.40)	1.48	(0.10)

(i)    2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

(ii) There are no dilutive potential ordinary shares

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

F-6

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

Consolidated statement of comprehensive income for the years ended December 31, 2020, 2019 and 2018

	2020	2019	2018 (i)
	(US$ millions)
Net profit (loss) for the year	(385)	154	(26)
Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax:
Exchange differences on translating foreign operations	(19)	(4)	(81)
Change in value of cash flow hedges, net of tax effects	(1)	(16)	(1)
Other comprehensive income (not to be reclassified to the statement of income in subsequent periods), net of tax:
Remeasurements of post-employment benefit obligations, net of tax effects	(2)	—	—
Total comprehensive income (loss) for the period	(407)	133	(108)
Attributable to
Owners of the Company	(360)	131	(78)
Non-controlling interests	(48)	3	(30)
Total comprehensive income for the period arises from:
Continuing operations	(395)	76	(102)
Discontinued operations	(12)	57	(7)

(i)        2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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

F-7

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

Consolidated statement of financial position at December 31, 2020 and 2019

	Notes	December 31, 2020	December 31, 2019 (i)
		(US$ millions)
ASSETS
NON-CURRENT ASSETS
Intangible assets, net	E.1.	3,403	3,195
Property, plant and equipment, net	E.2.	2,755	2,899
Right of use assets	E.3.	895	1,012
Investments in joint ventures	A.2.	2,642	2,797
Investments in associates	A.3.	24	25
Contract costs, net	F.5.	5	5
Deferred tax assets	B.6.	197	200
Derivative financial instruments	D.1.2.	27	—
Amounts due from non-controlling interests, associates and joint ventures	G.5.	90	39
Other non-current assets		77	66
TOTAL NON-CURRENT ASSETS		10,114	10,238
CURRENT ASSETS
Inventories	F.2.	37	32
Trade receivables, net	F.1.	351	371
Contract assets, net	F.5.	31	41
Amounts due from non-controlling interests, associates and joint ventures	G.5.	206	29
Prepayments and accrued income		149	156
Current income tax assets		96	119
Supplier advances for capital expenditure		21	22
Equity investments	C.7.3.	160	371
Other current assets		181	192
Restricted cash	C.5.	199	155
Cash and cash equivalents	C.5.	875	1,164
TOTAL CURRENT ASSETS		2,307	2,652
Assets held for sale	E.4.2.	1	5
TOTAL ASSETS		12,422	12,895

(i)    The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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

F-8

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

Consolidated statement of financial position at December 31, 2020 and 2019

	Notes	December 31, 2020	December 31, 2019 (i)
		(US$ millions)
EQUITY AND LIABILITIES
EQUITY
Share capital and premium	C.1.	630	633
Treasury shares		(30)	(51)
Other reserves	C.1.	(562)	(544)
Retained profits		2,365	2,222
Profit (loss) for the period attributable to equity holders		(344)	149
Equity attributable to owners of the Company		2,059	2,410
Non-controlling interests	A.1.4.	215	271
TOTAL EQUITY		2,274	2,680
LIABILITIES
NON-CURRENT LIABILITIES
Debt and financing	C.3.	5,578	5,786
Lease liabilities	C.4.	897	988
Derivative financial instruments	D.1.2.	14	17
Amounts due to non-controlling interests, associates and joint ventures	G.5.	29	337
Payables and accruals for capital expenditure	E.1.	485	61
Provisions and other non-current liabilities	F.4.2.	328	322
Deferred tax liabilities	B.6.	209	285
TOTAL NON-CURRENT LIABILITIES		7,540	7,797
CURRENT LIABILITIES
Debt and financing	C.3.	113	186
Lease liabilities	C.4.	123	107
Put option liability	C.7.4.	262	264
Derivative financial instruments	D.1.2.	1	—
Payables and accruals for capital expenditure		345	348
Other trade payables		334	289
Amounts due to non-controlling interests, associates and joint ventures	G.5.	311	161
Accrued interest and other expenses		445	432
Current income tax liabilities		71	75
Contract liabilities	F.5.	90	82
Provisions and other current liabilities	F.4.1.	511	474
TOTAL CURRENT LIABILITIES		2,608	2,417
Liabilities directly associated with assets held for sale	E.4.2.	—	—
TOTAL LIABILITIES		10,148	10,215
TOTAL EQUITY AND LIABILITIES		12,422	12,895

(i)    The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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

F-9

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

Consolidated statement of cash flows for the years ended December 31, 2020, 2019 and 2018

	Notes	2020	2019	2018 (i)
		(US$ millions)
Cash flows from operating activities (including discontinued operations)
Profit (loss) before taxes from continuing operations		(271)	218	119
Profit (loss) before taxes from discontinued operations	E.4.2.	(12)	59	(29)
Profit (loss) before taxes		(283)	276	91
Adjustments to reconcile to net cash:
Interest expense on leases		156	157	91
Interest expense on debt and other financing		468	408	282
Interest and other financial income		(13)	(20)	(21)
Adjustments for non-cash items:
Depreciation and amortization		1,208	1,111	830
Share of net profit in Guatemala and Honduras joint ventures	A.2.	(171)	(179)	(154)
(Gain) on disposal and impairment of assets, net	B.2., E.4.2.	20	(40)	(37)
Share based compensation	C.1.	24	30	22
Transaction costs assumed by Cable Onda	A.1.2.	—	—	30
Loss from other joint ventures and associates, net	A.3.	1	40	136
Other non-cash non-operating (income) expenses, net	B.5.	106	(227)	40
Changes in working capital:
Decrease (increase) in trade receivables, prepayments and other current assets, net		(43)	(119)	(128)
Decrease (increase) in inventories		(6)	11	2
Increase (decrease) in trade and other payables, net		40	(61)	69
Increase (decrease) in contract assets, liabilities and costs, net		8	(2)	(9)
Total changes in working capital		(2)	(172)	(66)
Interest paid on leases		(151)	(141)	(89)
Interest paid on debt and other financing		(411)	(344)	(229)
Interest received		11	15	20
Taxes paid		(142)	(114)	(153)
Net cash provided by operating activities		821	801	792
Cash flows from (used in) investing activities (including discontinued operations):
Acquisition of subsidiaries, joint ventures and associates, net of cash acquired	A.1.	10	(1,014)	(953)
Proceeds from disposal of subsidiaries and associates, net of cash disposed		10	111	176
Purchase of intangible assets and licenses	E.1.4.	(202)	(171)	(148)
Purchase of property, plant and equipment	E.2.3.	(622)	(736)	(632)
Proceeds from sale of property, plant and equipment	E.3.	9	24	154
Proceeds from disposal of equity investments, net of costs		197	25	—
Dividends and dividend advances received from joint ventures	A.2.2.	71	237	243
Settlement of financial derivative instruments		—	—	(63)
Cash (used in) provided by other investing activities, net	D.1.2.	32	20	24
Net cash used in investing activities		(495)	(1,502)	(1,199)

F-10

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

	Notes	2020	2019	2018 (i)
Cash flows from financing activities (including discontinued operations):
Proceeds from debt and other financing	C.6.	1,470	2,900	1,155
Repayment of debt and other financing	C.6.	(1,744)	(1,157)	(530)
Loan advance to joint venture for repayment of debt	G.5.	(193)	—	—
Lease capital repayment		(116)	(107)	(17)
Advances and dividends paid to non-controlling interests	A.1./A.2.	(5)	(13)	(2)
Share repurchase program		(10)	—	—
Dividends paid to owners of the Company	C.2.	—	(268)	(266)
Net cash provided by (used in) financing activities		(598)	1,355	341
Exchange impact on cash and cash equivalents, net		(17)	(8)	(33)
Net (decrease) increase in cash and cash equivalents		(289)	645	(98)
Cash and cash equivalents at the beginning of the year		1,164	528	619
Effect of cash in disposal group held for sale	E.4.2.	—	(9)	6
Cash and cash equivalents at the end of the year		875	1,164	528

(i)    2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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

F-11

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

Consolidated statement of changes in equity for the years ended December 31, 2020, 2019 and 2018

	Number of shares (000’s)	Number of shares held by the Group (000’s)	Share capital(i)	Share premium (i)	Treasury shares	Retained profits(ii)	Other reserves (iii)	Total	Non- controlling interests	Total equity
	(US$ millions)
Balance on January 1, 2018	101,739	(1,195)	153	484	(106)	3,035	(472)	3,096	185	3,281
Adjustment on adoption of IFRS 15 and IFRS 9 (net of tax) (viii)	—	—	—	—	—	10	—	10	(4)	6
Total comprehensive income for the year	—	—	—	—	—	(10)	(68)	(78)	(30)	(108)
Dividends (iv)	—	—	—	—	—	(266)	—	(266)	—	(266)
Dividends to non controlling interest	—	—	—	—	—	—	—	—	(13)	(13)
Purchase of treasury shares	—	(70)	—	—	(6)	—	—	(6)	—	(6)
Share based compensation (v)	—	—	—	—	—	—	22	22	—	22
Issuance of shares under share-based payment schemes	—	351	—	(2)	31	(5)	(22)	2	—	2
Effect of acquisition of Cable Onda (vii)	—	—	—	—	—	—	—	—	113	113
Put option reserve (vii)	—	—	—	—	—	(239)	—	(239)	—	(239)
Balance on December 31, 2018	101,739	(914)	153	482	(81)	2,525	(538)	2,542	251	2,792
Total comprehensive income for the year	—	—	—	—	—	149	(19)	131	3	133
Dividends (iv)	—	—	—	—	—	(267)	—	(267)	—	(267)
Dividends to non controlling interest	—	—	—	—	—	—	—	—	(1)	(1)
Purchase of treasury shares	—	(132)	—	—	(12)	4	—	(8)	—	(8)
Share based compensation (v)	—	—	—	—	—	—	29	29	1	30
Issuance of shares under share-based payment schemes	—	465	—	(2)	41	(12)	(25)	1	—	1
Effect of restructuring in Tanzania(vi)	—	—	—	—	—	(27)	9	(18)	18	—
Balance on December 31, 2019	101,739	(581)	153	480	(51)	2,372	(544)	2,409	271	2,680

F-12

Consolidated financial statements for the years ended
December 31, 2020, 2019 and 2018

	Number of shares (000’s)	Number of shares held by the Group (000’s)	Share capital(i)	Share premium (i)	Treasury shares	Retained profits(ii)	Other reserves (iii)	Total	Non- controlling interests	Total equity
Balance on December 31, 2019	101,739	(581)	153	480	(51)	2,372	(544)	2,409	271	2,680
Total comprehensive income for the period	—	—	—	—	—	(344)	(15)	(360)	(48)	(407)
Dividends to non controlling interests	—	—	—	—	—	—	—	—	(8)	(8)
Purchase of treasury shares(ix)	—	(467)	—	—	(19)	3	—	(16)	—	(16)
Share based compensation(v)	—	—	—	—	—	—	24	24	—	24
Issuance of shares under share-based payment schemes	—	521	—	(2)	40	(11)	(26)	1	—	1
Balance on December 31, 2020	101,739	(526)	153	478	(30)	2,020	(562)	2,059	215	2,274

(i)Share capital and share premium – see note C.1.

(ii)Retained profits – includes profit for the year attributable to equity holders, of which $310 million (2019: $306 million; 2018: $324 million) are not distributable to equity holders.

(iii)Other reserves – see note C.1.

(iv)Dividends – see note C.2.

(v)Share-based compensation – see note C.1.

(vi)Effect of the restructuring in Tanzania A.1.2.

(vii)Effect of the acquisition of Cable Onda S.A. See notes A.1.2. and C.7.4. for further details.

(viii)“IFRS 15, “Revenue from contracts with customers” and IFRS 9, “Financial Instruments” were adopted effective January 1, 2018 using the modified retrospective method. The impact of adoption was recorded as an adjustment to retained profits.

(ix)During the year ended December 31, 2020, Millicom repurchased 350,000 shares for a total amount of $10 million and withheld approximately 117,000 shares for settlement of tax obligations (2019: 132,162 ) on behalf of employees under share-based compensation plans.

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

F-13

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Introduction

Corporate Information

Millicom International Cellular S.A. (the “Company” or “MIC S.A.”), a Luxembourg Société Anonyme, and its subsidiaries, joint ventures and associates (the “Group” or “Millicom”) is an international telecommunications and media group providing digital lifestyle services in emerging markets, through mobile and fixed telephony, cable, broadband, Pay-TV in Latin America (Latam) and Africa.

The Company’s shares are traded as Swedish Depositary Receipts on the Stockholm stock exchange under the symbol TIGO SDB (formerly MIC SDB) and, since January 9, 2019, on the Nasdaq Stock Market in the U.S. under the ticker symbol TIGO. The Company has its registered office at 2, Rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Register of Commerce under the number RCS B 40 630.

On November 14, 2019, Millicom's historical principal shareholder, Kinnevik AB, distributed its entire (approximately 37% of Millicom's outstanding shares) shareholding in Millicom to its own shareholders through a share redemption plan. Since that date, Kinnevik is no longer a related party or shareholder in Millicom.

On March 9, 2021, the Board of Directors authorized these consolidated financial statements for issuance.

Business activities

Millicom operates its mobile businesses in Latin America (Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay), and in Africa (Ghana and Tanzania).

Millicom operates various cable and fixed line businesses in Latin America (Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay). Millicom also provides direct to home satellite service in most of its Latam countries.

On December 31, 2015, Millicom deconsolidated its operations in Guatemala and Honduras which are, since that date and for accounting purposes, under joint control. However, when preparing and disclosing its segment information, the Group includes Honduras and Guatemala in the Latin America (Latam) segment figures as if they are fully consolidated by the Group, as this reflects the way management reviews and uses internally reported information to make decisions (see note B.3. Segmental information).

Millicom holds investments in online/e-commerce businesses in several countries in a tower infrastructure company in Africa (Helios Towers), as well as other small minority investments in other businesses such as micro-insurance (Milvik).

COVID-19 - Qualitative and quantitative assessment on business activities, financial situation and economic performance

On March 11, 2020, the World Health Organization declared the coronavirus outbreak a pandemic. Most countries globally, including a majority of the countries where we operate, reacted by implementing severe restrictions on travel and public gatherings, including the closing of offices, businesses, schools, retail stores and other public venues, and by instituting curfews or quarantines. These restrictions, as well as the dangers posed by the virus, produced a significant reduction in mobility and a severe disruption in global economic activity, the effect of which was felt in our markets beginning in mid-March 2020.

Impact on our markets and business

Most governments in our markets implemented restrictions beginning in mid-March, and these were generally maintained throughout April, with some gradual relaxation of measures beginning in late May and June. According to data compiled by the University of Oxford, the lockdowns in the vast majority of our markets were among the most stringent in the world. As a result, many of our stores and distribution channels were forced to close temporarily and a majority of our markets experienced very sharp reductions in mobility during the second quarter. This produced an immediate and significant decline in our prepaid mobile business. Since then, most of the governments in the countries in which we operate have gradually eased these restrictions and we have seen a corresponding increase in the mobility of people. Our prepaid mobile business was affected much faster than postpaid, and recovery has also been significantly quicker.

F-14

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

COVID-19 - Qualitative and quantitative assessment on business activities, financial situation and economic performance (continued)

Impact of the crisis on accounting matters

As a consequence of this crisis, Millicom identified potential significant accounting implications in the following areas:

•Impairment of non-financial assets/goodwill/investments in joint ventures

As a result of this crisis, Millicom has noticed reduced economic activity across the countries where it operates, and its operations have been suffering lower revenues, EBITDA and margins, which might have indicated potential impairments.

In the second half of the year, our operations have shown encouraging signs of recovery and are actually over performing the forecasts used by management to carry out the impairment test as of June 30, 2020. The discount rates have also significantly decreased since the declaration of the outbreak and they have gradually returned to pre-pandemic levels. There were therefore no such indicators requiring management to carry out another impairment test for the second half of the year. With that said, in accordance with IFRS, management carried out its annual goodwill impairment test during the fourth quarter of 2020, using the Group's latest forecasts and again concluded that no impairment should be recorded in the Group Consolidated Financial Statements.

•Impairment of trade receivables

During Q2 2020, and as a result of worsening collections, the Group had recognised additional bad debt provisions for an amount of $32 million compared to the level of provisions recorded during Q1 2020 (pre-pandemic level) and $33 million compared to Q2 2019. However, collections have significantly improved during second half of 2020 and bad debt levels have returned to their pre-pandemic level comparing to Q1 2020. As of December 31, 2020, the total bad debt provisions cover close to 100% of the receivables overdue by more than 90 days.

•Revenue recognition

For countries restricted from disconnecting non paying customers at the beginning of the pandemic , such as El Salvador and Bolivia, the Group established a policy whereby operations stopped recognizing revenue after a certain number of invoices remained unpaid (usually 3 invoices - as these customers would be disconnected after 3 unpaid invoices in normal circumstances). The Group believed it was unlikely that it would collect the overdue invoiced amounts from these subscribers i.e. the 'Covid subscribers'. From that moment onwards after consideration of the guidance under IFRS 15.13, for 'Covid subscribers' the Group had only recognized revenue up to an amount equal to the consideration (cash) as and when received. Noteworthy, all our operations were finally allowed to apply free "lifeline" services for non-paying customers, with El Salvador and Bolivia being the latest to be able to apply it as from mid-2020.

As mentioned above, our markets and operations showed encouraging signs of recovery, and therefore any unrecognized revenue during second half of 2020 has been offset with the invoicing effect of prior unrecognized revenue. For the year ended December 31, 2020, the Group invoiced but unrecognized revenue amounts to $3.9 million.

IFRS Consolidated Financial Statements

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the IASB (IFRS). They are also compliant with International Financial Reporting Standards as adopted by the European Union. This is in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of July 19, 2002, on the application of international accounting standards for listed companies domiciled in the European Union.

The financial statements have been prepared on an historical cost basis, except for certain items including derivative financial instruments (measured at fair value) and financial instruments that contain obligations to purchase own equity instruments (measured at the present value of the redemption price).

This section contains the Group’s significant accounting policies that relate to the financial statements as a whole. Significant accounting policies specific to one note are included within that note. Accounting policies relating to non-material items are not included in these financial statements.

F-15

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Consolidation

The consolidated financial statements of the Group comprise the financial statements of the Company and its subsidiaries as of December 31 of each year. The financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies.

All intra-group balances, transactions, income and expenses, and profits and losses resulting from intra-group transactions are eliminated.

Foreign currency

Financial information in these financial statements are shown in the US dollar presentation currency of the Group and rounded to the nearest million (US$ million) except where otherwise indicated. The financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The functional currency of each subsidiary, joint venture and associate reflects the economic substance of the underlying events and circumstances of these entities. Except for El Salvador where the functional currency is US dollar, the functional currency in other countries is the local currency.

The results and financial position of all Group entities (none of which operate in an economy with a hyperinflationary environment) with functional currency other than the US dollar presentation currency are translated into the presentation currency as follows:

(i)    Assets and liabilities are translated at the closing rate on the date of the statement of financial position;

(ii)    Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

(iii)    All resulting exchange differences are recognized as a separate component of equity (currency translation reserve), in the caption “Other reserves”.

On consolidation, exchange differences arising from the translation of net investments in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are recorded in equity. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.

Goodwill and fair value adjustments arising on acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

The following table presents functional currency translation rates for the Group’s locations to the US dollar on December 31, 2020, 2019 and 2018 and the average rates for the years ended December 31, 2020, 2019 and 2018.

Exchange Rates to the US Dollar	Functional Currency	2020 Year-end Rate	2019 Year-end Rate	Change %		2020 Average Rate	2019 Average Rate	Change %		2018 Average Rate
Bolivia	Boliviano (BOB)	6.91	6.91	—		6.91	6.91	—	%	6.91
Chad	CFA Franc (XAF)	n/a	n/a	n/a		n/a	n/a	n/a		571
Colombia	Peso (COP)	3,432.50	3,277	4.7	%	3,695	3,296	12.1	%	2,973
Costa Rica	Costa Rican Colon (CRC)	617.30	576	7.1	%	590	588	0.3	%	578
El Salvador	US dollar	n/a	n/a	n/a		n/a	n/a	n/a		n/a
Ghana	Cedi (GHS)	5.87	5.73	2.4	%	5.75	5.33	7.9	%	4.63
Guatemala	Quetzal (GTQ)	7.79	7.70	1.2	%	7.73	7.71	0.3	%	7.52
Honduras	Lempira (HNL)	24.20	24.72	(2.1)	%	24.65	24.59	0.2	%	23.99
Luxembourg	Euro (EUR)	0.82	0.89	(8.2)	%	0.87	0.89	(2.1)	%	0.85
Nicaragua	Cordoba (NIO)	34.82	33.84	2.9	%	34.34	33.12	3.7	%	31.55
Panama	Balboa (B/.) (i)	n/a	n/a	n/a		n/a	n/a	n/a		n/a
Paraguay	Guarani (PYG)	6,900.11	6,453	6.9	%	6,758	6,232	8.4	%	5,743
Sweden	Krona (SEK)	8.23	9.37	(12.1)	%	9.16	9.43	(2.9)	%	8.71
Tanzania	Shilling (TZS)	2,318.95	2,299	0.9	%	2,312	2,304	0.3	%	2,274
United Kingdom	Pound (GBP)	0.73	0.75	(3.0)	%	0.77	0.78	(1.2)	%	0.75

(i) the balboa is tied to the United States dollar at an exchange rate of 1:1.

F-16

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

New and amended IFRS accounting standards

The following changes to standards effective for annual periods starting on January 1, 2019 have been adopted by the Group:

IFRS 16 "Leases" primarily affects the accounting for the Group’s operating leases. The commitments for operating leases are now recognized as right of use assets and lease liabilities for future payments. As a result, on adoption, on January 1, 2019, an additional lease liability of $545 million has been recognized. The application of the new standard decreased operating expenses by $149 million, respectively, as compared to what our results would have been if we had continued to follow IAS 17 for year ended December 31, 2019. The impact of the adoption of the leasing standard and the new accounting policies are further explained below. The application of this standard also affects the Group’s depreciation, operating and financial expenses, debt and other financing, and leverage ratios see note C.3.. The change in presentation of operating lease expenses has resulted in a corresponding increase in cash flows derived from operating activities and a decline in cash flows from financing activities.

Below are details describing the impact of the adoption of IFRS 16 "Leases" on the Group’s financial statements. The amended accounting policies applied from January 1, 2019 are further disclosed in note C.4.

Explanation and effect of adoption of IFRS 16

The Group adopted the standard using the modified retrospective approach with the cumulative effect of applying the new Standard recognized in retained profits as of January 1, 2019. Its application had no significant impact on the Group's retained profits. Comparatives for the 2018 financial statements were not restated.

On adoption of IFRS 16, the Group recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2019.

The right-of-use asset was measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to the leases recognized in the statement of financial position immediately before the date of initial application.

The weighted average incremental borrowing rate applied to the lease liabilities on January 1, 2019 was 12.3%. Each lease commitment was individually discounted using a specific incremental borrowing rate, following a build-up approach including: risk-free rates, industry risk, country risk, credit risk at cash generating unit level, currency risk and commitment’s maturity.

For leases previously classified as finance leases Millicom recognized the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application. The measurement principles of IFRS 16 are only applied after that date.

$ millions	January 1, 2019
Operating lease commitments disclosed as at December 31, 2018	801
(Plus): Non lease components obligations	57
(Less): Short term leases recognized on a straight line basis as an expense	(3)
(Less): Low value leases recognized on a straight line basis as an expense	(2)
(Less): Contract included in the lease commitments but with starting date in 2019 and not part of the IFRS 16 opening balances	(17)
(Plus/Less): Other	(9)
Gross lease liabilities	828
Discounted using the lessee's incremental borrowing rate at the date of the initial application	(283)
Incremental lease liabilities recognized at January 1, 2019	545
(Plus): Finance lease liabilities recognized at December 31, 2018	353
Lease liabilities recognized at January 1, 2019	898
Of which are:
Current lease liabilities	86
Non-current lease liabilities	812

F-17

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

The application of IFRS 16 affected the following items in the statement of financial position on January 1, 2019:

FINANCIAL POSITION $ millions	As at January 1, 2019 before application	Effect of adoption of IFRS 16	As at January 1, 2019 after application	Reason for the change
ASSETS
Property, plant and equipment, net	3,071	(307)	2,764	(i)
Right-of-use asset (non-current) NEW	—	856	856	(ii)
Prepayments	129	(6)	123	(iii)
LIABILITIES
Lease liabilities (non-current) NEW	—	812	812	(iv)
Debt and other financing (non-current)	4,123	(337)	3,786	(v)
Lease liabilities (current) NEW	—	86	86	(iv)
Debt and other financing (current)	458	(16)	442	(v)
Other current liabilities	492	(2)	490	(vi)

(i)    Transfer of previously capitalized assets under finance leases to Right-of-Use assets.

(ii)    Initial recognition of Right-of-Use assets, transfer of previously recognized finance leases and of lease prepayments to the Right-of-Use asset cost at transition.

(iii)    Transfer of lease prepayments to the Right-of-Use asset cost at transition.

(iv)    Initial recognition of lease liabilities and transfer of previously recognized finance lease liabilities.

(v)    Transfer of previously recognized finance lease liabilities to new Lease liabilities accounts.

(vi)    Reclassification of provisions for onerous contracts to Right-of-Use assets.

The application of IFRS 16 has also impacted classifications within the statement of income, statement of cash flows, segment information and EPS for the period starting from January 1, 2019.

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

▪the use of a single discount rate to a portfolio of leases with reasonably similar characteristics

▪reliance on previous assessments on whether leases are onerous

▪the accounting for operating leases with a remaining lease term of less than 12 months as at January 1, 2019 as short-term leases

▪the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and

▪the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made when applying IAS 17 and IFRIC 4 Determining whether an Arrangement contains a Lease.

The following new or amended standards became applicable for the current reporting period and did not have any significant impact on the Group’s accounting policies or disclosures and did not require retrospective adjustments.

•Amendments to the conceptual framework. The IASB has revised its conceptual framework.

•Amendments to IAS 1, ‘Presentation of financial statements’, and IAS 8, ‘Accounting policies, changes in accounting estimates and errors’.

•Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform - Phase 1. This amendment provides certain reliefs in relation to interest rate benchmark reforms. The reliefs relate to hedge accounting and have the effect that the reforms should not generally cause hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement.

•Amendments to IFRS 3 - definition of a business. This amendment revises the definition of a business.

F-18

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

•Amendment to IFRS 16, 'Leases' - COVID 19 Rent Concessions - effective for annual periods starting on June 1, 2020. This amendment provides an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19 is a lease modification. Lessees can elect to account for such rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concession as variable lease payments in the period(s) in which the event or condition that triggers the reduced payment occurs.

The following changes to standards not yet effective are not expected to materially affect the Group:

•Amendments to IFRS 4 'Insurance contracts' (deferral of effective date of IFRS 9) - effective for annual periods starting on January 1, 2021- These amendments extend the effective date to apply IFRS 9 for insurance contracts to January 1, 2023 in order to align with the effective date of IFRS 7. These amendments will not have an impact for the Group.

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

Main reliefs provided by the Phase 2 amendments relate to:

•Changes to contractual cash flows: That is, when changing the basis for determining contractual cash flows for financial assets and liabilities required by the reform this will not result in an immediate gain or loss in the income statement but in an update of the effective interest rate (or an update in the discount rate to remeasure the lease liability as a result of the IBOR reform), and;

•Hedge accounting: That is, allowing hedge relationships that are directly affected by the reform to continue, though additional ineffectiveness might need to be recorded.

The Group has inventoried financial assets or liabilities (including lease liabilities), as well as hedging instruments, with IBOR features and concluded that it will not be significantly exposed to this reform. As a result, it does not expect any material effects on its consolidated financial statements from the reform and these amendments.

•Amendments to

◦IFRS 3 'Business Combinations' - Reference to Conceptual Framework

◦IAS 16 'Property, Plant and Equipment' - Proceeds before intended use

◦IAS 37 'Provisions, Contingent Liabilities and Contingent Assets' - Cost of fulfilling a contract

◦Annual improvements to IFRS Standards 2018-2020, affecting IFRS 1, IFRS 9, IFRS 16 and IAS 41

All of these amendments are effective for annual periods starting on January 1, 2022. These amendments have not yet been endorsed by the EU.

•Amendments to IAS 1, 'Presentation of Financial Statements' - effective for annual periods starting on January 1, 2023- This amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. The amendment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. These amendments have not yet been endorsed by the EU.

•IFRS 17, ‘Insurance contracts’, including amendments - effective for annual periods starting on January 1, 2023- IFRS 17 will not have an impact for the Group. IFRS 17 has not been yet endorsed by the EU.

•Amendments to IAS 1, 'Presentation of Financial Statements' and IFRS Practice Statement 2, 'Disclosure of Accounting policies'- effective for annual periods starting on January 1, 2023 - The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. These amendments have not yet been endorsed by the EU.

•Amendments to IAS 8, 'Accounting policies, Changes in Accounting Estimates and Errors': Definition of accounting estimates - effective for annual periods starting on January 1, 2023 - The amendments are designed to clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. These amendments have not yet been endorsed by the EU.

F-19

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Judgments and critical estimates

The preparation of IFRS financial statements requires management to use judgment in applying accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management's best knowledge of current events, actions and best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in each note and are summarized below:

Judgments

Management apply judgment in accounting treatment and accounting policies in preparation of these financial statements. In particular, a significant level of judgment is applied regarding the following items:

•    Acquisitions – measurement at fair value of existing and newly identified assets, including the measurement of property, plant and equipment and intangible assets (e.g. particularly the customer lists being sensitive to significant assumptions as disclosed in note A.1.2.), liabilities, contingent liabilities and remaining goodwill; the assessment of useful lives; as well as the accounting treatment for transaction costs (see notes A.1.2., E.1.1., E.1.5., E.2.1.);

•    Impairment testing – key assumptions related to future business performance, perpetual growth rates and discount rates (see notes E.1.2., E.1.6., E.2.2.);

•     Revenue recognition – whether or not the Group acts as principal or as an agent, when there is one or several performance obligations and the determination of stand alone selling prices (see note B.1.1.);

•    Contingent liabilities – whether or not a provision should be recorded for any potential liabilities (see note G.3.);

•    Leases – In determining the lease term, including the assessment of whether the exercise of extension or termination options is reasonably certain and the corresponding impact on the selected lease term (see note E.3.);

•    Control – whether Millicom, through voting rights and potential voting rights attached to shares held, or by way of shareholders’ agreements or other factors, has the ability to direct the relevant activities of the subsidiaries it consolidates, or jointly direct the relevant activities of its joint ventures (see notes A.1., A.2.);

•    Discontinued operations and assets held for sale – definition, classification and presentation (see notes A.4., E.4.1.) as well as measurement of potential provisions related to indemnities;

•    Deferred tax assets – recognition based on likely timing and level of future taxable profits together with future tax planning strategies (see notes B.6.3.and G.3.2.);

•    Defined benefit obligations – key assumptions related to life expectancies, salary increases and leaving rates, mainly related to UNE Colombia (see note B.4.3.).

Estimates

Estimates are based on historical experience and other factors, including reasonable expectations of future events, including the effects of the COVID-19 pandemic. These factors are reviewed in preparation of the financial statements although, due to inherent uncertainties in the evaluation process, actual results may differ from original estimates. Estimates are subject to change as new information becomes available and may significantly affect future operating results. Significant estimates have been applied in respect of the following items:

•    Accounting for property, plant and equipment, and intangible assets in determining fair values at acquisition dates, particularly for assets acquired in business combinations and sale and leaseback transactions (see notes A.1.and E.2.1.);

•    Useful lives of property, plant and equipment and intangible assets (see notes E.1.1., E.2.1.);

•    Provisions, in particular provisions for asset retirement obligations, legal and tax risks (see note F.4.);

•    Tax liabilities, in particular in respect of uncertainty over income tax treatments (see note F.4.);

•    Revenue recognition (see note B.1.1.);

•    Impairment testing including weighted average cost of capital (WACC), EBITDA margins, Capex intensity and long term growth rates (see note E.1.6.);

F-20

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

•    For leases, estimates in determining the incremental borrowing rate for discounting the lease payments in case interest rate implicit in the lease cannot be determined (see note E.3. );

•    Estimates for defined benefit obligations (see note B.4.2.);

•    Accounting for share-based compensation in particular estimates of forfeitures and future performance criteria (see notes B.4.1., B.4.3.).

A. The Millicom Group

The Group comprises a number of holding companies, operating subsidiaries and joint ventures with various combinations of mobile, fixed-line telephony, cable and wireless Pay TV, Broadband Internet and Mobile Financial Services (MFS) businesses. The Group also holds other small minority investments in other businesses such as micro-insurance (Milvik).

A.1. Subsidiaries

Subsidiaries are all entities which Millicom controls. Millicom controls an entity when it is exposed to, or has rights to variable returns from its investment in the entity, and has the ability to affect those returns through its power over the subsidiary. Millicom has power over an entity when it has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that significantly affect the entity’s returns. Generally, control accompanies a shareholding of more than half of the voting rights although certain other factors (including contractual arrangements with other shareholders, voting and potential voting rights) are considered when assessing whether Millicom controls an entity. For example, although Millicom holds less than 50 % of the shares in its Colombian businesses, it holds more than 50 % of shares with voting rights. The contrary may also be true (e.g. Guatemala and Honduras). In respect of the joint ventures in Guatemala and Honduras, shareholders’ agreements require unanimous consents for decisions over the relevant activities of these entities (see also note A.2.2.). Therefore, the Group has joint control over these entities and accounts for them under the equity method.

F-21

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Our main subsidiaries are as follows:

Entity	Country	Activity	December 31, 2020 % holding	December 31, 2019 % holding	December 31, 2018 % holding
Latin America			In %	In %	In %
Telemovil El Salvador S.A. de C.V.	El Salvador	Mobile, MFS, Cable, DTH	100	100	100
Millicom Cable Costa Rica S.A.	Costa Rica	Cable, DTH	100	100	100
Telefonica Celular de Bolivia S.A.	Bolivia	Mobile, DTH, MFS, Cable	100	100	100
Telefonica Celular del Paraguay S.A.	Paraguay	Mobile, MFS, Cable, PayTV	100	100	100
Cable Onda S.A (i).	Panama	Cable, PayTV, Internet, DTH, Fixed-line	80	80	80
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)(ii)	Panama	Mobile	80	80	—
Telefonia Cellular de Nicaragua sa (ii)	Nicaragua	Mobile	100	100	—
Colombia Móvil S.A. E.S.P. (iii)	Colombia	Mobile	50-1 share	50-1 share	50-1 share
UNE EPM Telecomunicaciones S.A.(iii)	Colombia	Fixed-line, Internet, PayTV, Mobile	50-1 share	50-1 share	50-1 share
Edatel S.A. E.S.P. (iii)	Colombia	Fixed-line, Internet, PayTV, Cable	50-1 share	50-1 share	50-1 share
Africa
Sentel GSM S.A.(v)	Senegal	Mobile, MFS	—	—	—
MIC Tanzania Public Limited Company (vi)	Tanzania	Mobile, MFS	98.5	98.5	100
Millicom Tchad S.A. (v)	Chad	Mobile, MFS	—	—	100
Millicom Rwanda Limited (v)	Rwanda	Mobile, MFS	—	—	—
Zanzibar Telecom Limited (vi)	Tanzania	Mobile, MFS	98.5	98.5	85
Unallocated
Millicom International Operations S.A.	Luxembourg	Holding Company	100	100	100
Millicom International Operations B.V.	Netherlands	Holding Company	100	100	100
Millicom LIH S.A.	Luxembourg	Holding Company	100	100	100
MIC Latin America B.V.	Netherlands	Holding Company	100	100	100
Millicom Africa B.V.	Netherlands	Holding Company	100	100	100
Millicom Holding B.V.	Netherlands	Holding Company	100	100	100
Millicom International Services LLC	USA	Services Company	100	100	100
Millicom Services UK Ltd (iv)	UK	Services Company	100	100	100
Millicom Spain S.L.	Spain	Holding Company	100	100	100

(i)    Acquisition completed on December 13, 2018. Cable Onda S.A. is fully consolidated as Millicom has the majority of voting shares to direct the relevant activities. See note A.1.2..

(ii)    Companies acquired during 2019. See note A.1.2..

(iii)    Fully consolidated as Millicom has the majority of voting shares to direct the relevant activities.

(iv) Millicom Services UK Ltd with registered number 08330497 will take advantage of an audit exemption to prepare stand alone financial statements for the year ended December 31, 2020 as set out within section 479A of the Companies Act 2006.

(v)    Companies disposed of in 2018 or 2019. See note A.1.3.

(vi)    Change in ownership percentages as a result of the in-country restructuring . See note A.1.2.

A.1.1. Accounting for subsidiaries and non-controlling interests

Subsidiaries are fully consolidated from the date on which control is transferred to Millicom. If facts and circumstances indicate that there are changes to one or more of the elements of control, a reassessment is performed to determine if control still exists. Subsidiaries are de-consolidated from the date that control ceases. Transactions with non-controlling interests are accounted for as transactions with equity owners of the Group. Gains or losses on disposals of non-controlling interests are recorded in equity. For

F-22

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is also recorded in equity.

A.1.2. Acquisition of subsidiaries and changes in non-controlling interests in subsidiaries

Scope changes 2020

There were no material acquisitions in 2020.

Scope changes 2019

1. Telefonica CAM Acquisitions

On February 20, 2019, MIC S.A., Telefonica Centroamerica and Telefonica S.A. entered into 3 separate share purchase agreements (the “Telefonica CAM Acquisitions”) pursuant to which, subject to the terms and conditions contained therein, Millicom agreed to purchase 100% of the shares of Telefonica Moviles Panama, S.A., a company incorporated under the laws of Panama, from Telefonica Centroamerica (the “Panama Acquisition”), 100% of the shares of Telefonica de Costa Rica TC, S.A., a company incorporated under the laws of Costa Rica, from Telefonica (the “Costa Rica Acquisition”) and 100% of the shares of Telefonia Celular de Nicaragua, S.A., a company incorporated under the laws of Nicaragua, from Telefonica Centroamerica (the “Nicaragua Acquisition”). While Millicom completed both acquisitions in Nicaragua and Panama, it announced on May 2, 2020 that it had terminated the Share Purchase Agreement in relation to the Costa Rica Acquisition (see note G.3.1.). The aggregate purchase price for the Telefonica Panama and Nicaragua Acquisitions was $1.08 billion, which has been subject to purchase price adjustments - see below.

Acquisition related costs for Nicaragua and Panama acquisitions included in the statement of income under operating expenses were approximately $16 million for the year 2019.

The finalization of the purchase accounting for the recent acquisitions had an effect on the following financial statements line items of the statement of financial position as of December 31, 2019:

		Impact of finalization/update of purchase accounting of
(in millions of U.S dollars)	December 31, 2019	Nicaragua	Panama	December 31, 2019	Reason for the change
	As reported			Restated
STATEMENT OF FINANCIAL POSITION
ASSETS
Intangible assets, net	3,219	(4)	(20)	3,195	(i)
Property, plant and equipment, net	2,883	—	17	2,899	(ii)
Right-of-use asset (non-current)	977	—	34	1,012	(ii)
Other current assets	181	4	7	192	(iii)
LIABILITIES
Lease liabilities (non-current)	967	—	22	988	(ii)
Lease liabilities (current)	97	—	11	107	(ii)
Deferred tax liabilities	279	—	6	285	(iv)
EQUITY
Retained profits	2,222	—	—	2,222
Non-controlling interests	271	—	—	271

    (i)    Impact on goodwill resulting from the adjustments explained below for Nicaragua and Panama.

(ii)    See Panama section below. Mainly relates to lease accounting policy alignment, final property, plant and equipment step-up and final purchase price adjustment.

    (iii)    See Nicaragua and Panama section below. Reflects the final price adjustment agreed for Nicaragua and Panama.

    (iv)    Deferred tax impact of these previously explained adjustments.

F-23

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

The impact of the finalization of Nicaragua and Panama's purchase accounting on the 2019 Group statement of income is immaterial and, therefore, no adjustments were made on comparative figures in that respect.

Further details of Nicaragua and Panama acquisitions are provided below.

a) Nicaragua Acquisition

This transaction closed on May 16, 2019 after receipt of the necessary approvals and, since that date, Millicom holds all voting rights into Telefonia Celular de Nicaragua ("Nicaragua") and controls it. On the same day, Millicom paid an original cash consideration of $437 million, which was adjusted to $430 million as of December 31, 2019 and finally adjusted to $426 million in 2020. For the purchase accounting, Millicom determined the final fair values of Nicaragua's identifiable assets and liabilities based on transaction and relative fair values. The purchase accounting was finalized by May 16, 2020 and has not materially changed since December 31, 2019, with the exception of the final price adjustment.

The final purchase accounting and differences compared to the provisional fair values reported as at December 31, 2019 are shown below:

	Provisional Fair values (100%)	Final Fair values (100%)	Changes
	(US$ millions)	(US$ millions)	(US$ millions)
Intangible assets (excluding goodwill) (i)	131	131	—
Property, plant and equipment (ii)	149	149	—
Right of use assets (iii)	131	131	—
Other non-current assets	2	2	—
Current assets (excluding cash) (iv)	23	23	—
Trade receivables (v)	17	17	—
Cash and cash equivalents	7	7	—
Total assets acquired	459	459	—
Lease liabilities (iii)	131	131	—
Other liabilities (vi)	118	118	—
Total liabilities assumed	249	249	—
Fair value of assets acquired and liabilities assumed, net	210	210	—
Acquisition price	430	426	(4)
Goodwill	220	216	(4)

(i)    Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $81 million, with estimated useful lives ranging from 4 to 10 years. In addition, a fair value step-up of $39 million on the spectrum held by Nicaragua has been recognized, with a remaining useful life of 14 years.

(ii)    A fair value step-up of $39 million has been recognized on property, plant and equipment, mainly on the core network ($25 million) and owned land and buildings ($8 million). The expected remaining useful lives were estimated at 6-7 years on average.

(iii)    The Group measured the lease liability at the present value of the remaining lease payments (as defined in IFRS 16) as if the acquired lease were a new lease at the acquisition date. The right-of-use assets have been adjusted by $7 million to be measured at the same amount as the lease liabilities.

(iv)    Current assets include indemnification assets for tax contingencies at a fair value of $11 million - see (v) below.

(v)    The fair value of trade receivables acquired was $17 million.

(vi)    Other liabilities include the fair value of certain possible tax contingent liabilities for $1 million and a deferred tax liability of $50 million resulting from the above adjustments

The goodwill is currently not tax deductible, and is attributable to expected synergies and convergence with our legacy fixed business in the country, as well as to the fair value of the assembled work force. For convenience purposes, the acquisition date was set on May 1, 2019 as there were no material transactions from this date to May 16, 2019. From May 1, 2019 to December 31, 2019, Nicaragua contributed $144 million of revenue and a net profit of $5 million to the Group. If the acquisition had occurred on January 1, 2019 incremental revenue for the Group for the twelve-month period ended December 31, 2019 would have been $219 million and incremental net loss for that period would have been $16 million, including amortization of assets not previously recognized of $12 million (net of tax).

Key assumptions used in fixed assets valuation

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

F-24

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Major class of assets	Valuation method	Key assumption 1	Key assumption 2	Key assumption 3
Spectrum	Market approach - Market comparable transactions	Discount rate : 14%	Terminal growth rate: 2.5%	Estimated duration: 14 years
Customer lists	Income approach - Multi-Period Excess Earnings Method	Discount rate: 14-15%	Monthly Churn rate: From 1.2% for B2B to 2.9% for B2C	EBITDA margin: ~ 36% to 41%
Land and buildings	Market approach	Economic useful life (range): 10-30 years	Price per square meter: from $2 to $57	N/A
Core network	Cost approach	Economic useful life (range): 5-27 years	Remaining useful life (minimum) : 1.7 years	N/A

b) Panama Acquisition

This transaction closed on August 29, 2019 after receipt of the necessary approvals and, since that date, Cable Onda, which is 80% owned by Millicom, holds all voting rights in Grupo de Comunicaciones Digitales, S.A., formerly Telefonica Moviles Panama, S.A.,("Panama") and controls it. On the same day, Cable Onda paid an original cash consideration of $594 million to acquire 100% of the shares of Panama, finally adjusted to $587 million during Q3 2020. No non-controlling interests are recognized at acquisition date as Cable Onda acquired 100% of the shares of Panama. However, non-controlling interests are recognized on Panama's results from the date of acquisition.

For the purchase accounting, Millicom determined the fair value of Panama's identifiable assets and liabilities based on transaction and relative fair values. During 2020, the Group completed the policy alignment and evaluation in respect of the right-of-use assets and lease liabilities, the property plant and equipment, as well as their related effect on the final valuation of the other fixed assets. The related effects of these adjustments are shown in the table below.

The updated provisional purchase accounting and differences compared to the provisional fair values reported as at December 31, 2019 are shown below:

	Provisional Fair values (100%)	Final Fair values (100%)	Differences
(in millions of U.S dollars)
Intangible assets (excluding goodwill) (i)	178	182	4
Property, plant and equipment (ii)	110	127	17
Right of use assets (iii)	47	81	34
Other non-current assets	3	3	—
Current assets (excluding cash)	23	23	—
Trade receivables (iv)	21	21	—
Cash and cash equivalents	10	10	—
Total assets acquired	391	446	55
Lease liabilities	48	81	33
Other debt and financing	74	74	—
Other liabilities (v)	101	107	6
Total liabilities assumed	224	262	39
Fair value of assets acquired and liabilities assumed, net	167	184	16
Acquisition price	594	587	(7)
Goodwill	426	403	(23)

(i)    Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $55 million, with estimated useful lives ranging from 3 to 17 years. In addition, a fair value step-up of $7 million on the spectrum held by Panama has been recognized, with a remaining useful life of 17 years. Finally, a fair value step-up of $3 million has been recognised on certain software.

(ii)     A fair value step-up of $17 million has been recognized on property, plant and equipment, mainly on the core network ($11 million) and owned land and buildings ($4 million). The expected remaining useful lives were estimated at 3 to 8 years.

(iii)     The accounting policy alignment resulted in an increase in the right-of-use assets and lease liabilities of approximately $30 million. Subsequently, the right-of-use assets have been adjusted by $4 million to be measured at an amount equal to the lease liabilities.

(iv)     The fair value of trade receivables acquired was $21 million.

(v)    Other liabilities include a deferred tax liability of $21 million resulting from the above adjustments

F-25

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

The goodwill is currently not tax deductible and is attributable to expected synergies and convergence with Cable Onda, as well as to the fair value of the assembled work force. For convenience purposes, the acquisition date was set on September 1, 2019. From September 1, 2019 to December 31, 2019, Panama contributed $80 million of revenue and a net profit of $6 million to the Group. If Panama had been acquired on January 1, 2019 incremental revenue for the Group for the twelve-month period ended December 31, 2019 would have been $158 million and incremental net profit for that period would have been $1 million, including amortization of assets not previously recognized of $3 million (net of tax).

As mentioned above, the impact of the finalization of Panama's purchase accounting on the 2019 Group statement of income was immaterial and, therefore, no adjustments were made on comparative figures in that respect.

Key assumptions used in fixed assets valuation

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

Major class of assets	Valuation method	Key assumption 1	Key assumption 2	Key assumption 3
Customer lists	Income approach - Multi-Period Excess Earnings Method	Discount rate: 9.8-10.8%	Monthly Churn rate: ~3.8% in average	EBITDA margin: ~ 41.5%
Property, plant and equipment	Cost approach	Economic useful life (range): 3-27 years	Remaining useful life (minimum): 3-27 years	N/A

2. Tanzania restructuring

In October 2019, with the view of listing the shares of MIC Tanzania Public Limited Company ('MIC Tanzania') on the local stock exchange (see note H.), Millicom completed the restructuring of its investments in different operations in the country. Mainly, MIC Tanzania acquired all the shares of Zantel, which was partially held by the Government of Zanzibar (15%). In exchange of the contribution of its 15% shares in Zantel to MIC Tanzania, the Government of Zanzibar received 1.5% of newly issued shares in MIC Tanzania. This restructuring did not result in the Group losing control in Zantel nor MIC Tanzania, and has therefore been recognized as an equity transaction. As a consequence, the Group owners’ equity decreased by a net amount of $18 million as a result of the derecognition of the 15% non-controlling interests in Zantel and the recognition of 1.5% non-controlling interests in MIC Tanzania.

3. Others

During the year ended December 31, 2019, the Group also completed minor additional acquisitions.

F-26

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

A.1.3. Disposal of subsidiaries and decreases in non-controlling interests of subsidiaries

Chad

On June 26, 2019, the Group completed the disposal of its operations in Chad for a cash consideration of $110 million. In August 2020, the Group and the buyer of our operations in Chad agreed on a final price adjustment of $8 million in favor of the buyer. In accordance with Group practices, the Chad operation had been classified as assets held for sale and discontinued operations as from June 5, 2019 and comparative periods restated. On June 26, 2019, Chad was deconsolidated and a gain on disposal of $77 million was recognized (see also note E.4.).

Rwanda

On December 19, 2017, Millicom announced that it has signed an agreement for the sale of its Rwanda operations to subsidiaries of Bharti Airtel Limited for a final cash consideration of $51 million, including a deferred cash payment for an amount of $18 million which has been settled in January 2020. The transaction also included earn-outs for $7 million that were not recognized by the Group as management does not believe these would be triggered. The sale was completed on January 31, 2018. In accordance with Group practices, Rwanda operations’ assets and liabilities were classified as held for sale on January 23, 2018. Rwanda’s operations also represented a separate geographical area and did qualify for discontinued operations presentation; results were therefore shown on a single line in the statements of income under ‘Profit (loss) for the year from discontinued operations, net of tax’ (see also note E.4.).

Senegal

On July 28, 2017, Millicom announced that it had agreed to sell its Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and Teylium Group. In accordance with Group practices, Senegal operations’ assets and liabilities were classified as held for sale on February 2, 2017. Senegal’s operations also represented a separate geographical area and did qualify for discontinued operations. The sale was completed on April 27, 2018 in exchange of a cash consideration of $151 million. (see also note E.4.)

Other disposals

For the years ended December 31, 2020, 2019 and 2018, Millicom did not dispose of any other significant investments.

A.1.4. Summarized financial information relating to significant subsidiaries with non-controlling interests

At December 31, 2020 and 2019, Millicom’s subsidiaries with material non-controlling interests were the Group’s operations in Colombia and Panama.

Balance sheet – non-controlling interests

	December 31,
	2020	2019
	(US$ millions)
Colombia	133	170
Panama	81	99
Others	1	2
Total	215	271

F-27

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Profit (loss) attributable to non-controlling interests

	2020	2019	2018
	(US$ millions)
Colombia	(23)	11	(5)
Panama	(18)	(6)	(8)
Others	—	—	(3)
Total	(41)	5	(16)

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

Colombia

	2020	2019	2018
	(US$ millions)
Revenue	1,346	1,532	1,661
Total operating expenses	(470)	(543)	(667)
Operating profit	129	164	147
Net (loss) for the year	(46)	23	(10)
50% non-controlling interest in net (loss)	(23)	11	(5)
Total assets (excluding goodwill)	2,589	2,256	1,966
Total liabilities	2,303	1,891	1,620
Net assets	286	365	346
50% non-controlling interest in net assets	143	183	173
Consolidation adjustments	(10)	(13)	(12)
Total non-controlling interest	133	170	161
Dividends and advances paid to non-controlling interest	(4)	(12)	(2)
Net cash from operating activities	370	363	348
Net cash from (used in) investing activities	(311)	(260)	(270)
Net cash from (used in) financing activities	(47)	(67)	(75)
Exchange impact on cash and cash equivalents, net	(15)	—	(18)
Net increase in cash and cash equivalents	(3)	36	(15)

F-28

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Panama

	2020	2019 (ii)	2018 (i)
	(US$ millions)
Revenue	585	475	17
Total operating expenses	(197)	(148)	(8)
Operating profit	(60)	(15)	(39)
Net (loss) for the year	(89)	(31)	(39)
20% non-controlling interest in net (loss)	(18)	(6)	(8)
Total assets (excluding Millicom's goodwill in Cable Onda)	1,734	1,905	1,082
Total liabilities	1,327	1,411	556
Net assets	407	494	526
20% non-controlling interest in net assets	81	99	105
Total non-controlling interest	81	99	105
Net cash from operating activities	193	167	(2)
Net cash from (used in) investing activities	(100)	(693)	12
Net cash from (used in) financing activities	(69)	580	(3)
Net increase in cash and cash equivalents	24	54	7

(i)    Cable Onda was acquired on December 13, 2018 and 2018 figures therefore only include results and cash flows from the date of acquisition.

(ii)    In 2019, Cable Onda acquired Telefonica Panama for $587 million (note A.1.2.), financed by issuing a $600 million Senior Notes due 2030 (note C.3.1.) The 2019 figures include the full year results and cash flows of Cable Onda, as well as 4 months of Telefonica Panama which was consolidated from September 1, 2019. Figures have been restated as a result of the finalization of the purchase accounting for Cable Onda. See note A.1.2..

F-29

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

A.2. Joint ventures

Joint ventures are businesses over which Millicom exercises joint control as decisions over the relevant activities of each require unanimous consent of shareholders. Millicom determines the existence of joint control by reference to joint venture agreements, articles of association, structures and voting protocols of the board of directors of those ventures.

At December 31, 2020, the equity accounted net assets of our joint ventures in Guatemala, Honduras and Ghana totaled $3,072 million (December 31, 2019: $3,346 million for Guatemala and Honduras only). These net assets do not necessarily represent statutory reserves available for distribution as these include consolidation adjustments (such as goodwill and identified assets and assumed liabilities recognized as part of the purchase accounting). Out of these reserves, $153 million (December 31, 2019: $142 million) represent statutory reserves that are unavailable to be distributed to the Group. During the year ended December 31, 2020, Millicom’s joint ventures paid $71 million (December 31, 2019: $237 million) as dividends or dividend advances to the Company.

Our main joint ventures are as follows:

Entity	Country	Activity	December 31, 2020 % holding	December 31, 2019 % holding
Comunicaciones Celulares S.A. (i)	Guatemala	Mobile, MFS	55	55
Navega.com S.A. (i)	Guatemala	Cable, DTH	55	55
Telefonica Celular S.A. (i)	Honduras	Mobile, MFS	66.7	66.7
Navega S.A. de CV (i)	Honduras	Cable	66.7	66.7
Bharti Airtel Ghana Holdings B.V.	Ghana	Mobile, MFS	50	50

(i)Millicom owns more than 50% of the shares in these entities and has the right to nominate a majority of the directors of each of these entities. However, key decisions over the relevant activities must be taken by a super majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over the entity. Therefore, the operations of these joint ventures are accounted for under the equity method.

The carrying values of Millicom’s investments in joint ventures were as follows:

Carrying value of investments in joint ventures at December 31

	%	2020	2019
		(US$ millions)
Honduras operations (i)	66.7	610	708
Guatemala operations (i)	55	2,031	2,089
AirtelTigo Ghana operations	50	—	—
Total		2,642	2,797

(i)    Includes all the companies under the Honduras and Guatemala groups.

The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values:

	Guatemala(i)	Honduras (i)	Ghana(ii)
	(US$ millions)
Opening balance at January 1, 2019	2,104	730	32
Accounting policy changes	—	—	—
Results for the year	152	27	(40)
Utilization of past unrecognized losses	—	—	(5)
Capital increase	—	—	5
Dividends declared during the year	(170)	(37)	—
Currency exchange differences	2	(12)	8
Closing balance at December 31, 2019	2,089	708	—
Disposal of the Group's investment in Navega to Celtel (iii)	—	(83)	—
Results for the year	144	27	—
Dividends declared during the year	(199)	(55)	—
Currency exchange differences	(3)	13	—
Closing balance at December 31, 2020	2,031	610	—

F-30

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

(i)    Share of profit (loss) is recognized under ‘Share of profit in the joint ventures in Guatemala and Honduras’ in the statement of income.

(ii)    Share of profit (loss) is recognized under ‘Income (loss) from other joint ventures and associates, net’ in the statement of income.

(iii)     See note G.5.

At December 31, 2020 and 2019 the Group had not incurred obligations, nor made payments on behalf of the Guatemala, Honduras or Ghana operations.

A.2.1. Accounting for joint ventures

Joint ventures are accounted for using the equity method of accounting and are initially recognized at cost (calculated at fair value if it was a subsidiary of the Group before becoming a joint venture). The Group’s investments in joint ventures include goodwill (net of any accumulated impairment loss) on acquisition.

The Group’s share of post-acquisition profits or losses of joint ventures is recognized in the consolidated statement of income and its share of post-acquisition movements in reserves is recognized in reserves. Cumulative post-acquisition movements are adjusted against the carrying amount of the investments. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the joint ventures.

Gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in joint ventures are recognized in the statement of income.

After application of the equity method, including recognizing the joint ventures’ losses, the Group applies IFRS 9 to determine whether it is necessary to recognize any additional impairment loss with respect to its net investment in the joint venture.

A.2.2. Material joint ventures – Guatemala, Honduras and Ghana operations

Summarized financial information for the years ended December 31, 2020, 2019 and 2018 of the Guatemala Honduras and Ghana operations is as follows. This information is based on amounts before inter-company eliminations.

F-31

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Guatemala

	2020		2019		2018
	(US$ millions)
Revenue	1,503		1,434		1,373
Depreciation and amortization	(323)		(313)		(283)
Operating profit	452		429		387
Financial income (expenses), net (i)	(95)		(66)		(56)
Profit before taxes	347		356		309
Charge for taxes, net	(83)		(79)		(69)
Profit for the year	264		277		240
Net profit for the year attributable to Millicom	144		152		131
Dividends and advances paid to Millicom	47		209		211
Total non-current assets (excluding goodwill)	2,195		2,517		2,280
Total non-current liabilities	751		1,216		981
Total current assets	742		717		718
Total current liabilities	523		251		221
Total net assets	1,662		1,767		1,796
Group's share in %	55	%	55	%	55	%
Group's share in USD millions	914		972		988
Goodwill and consolidation adjustments	1,117		1,117		1,116
Carrying value of investment in joint venture	2,031		2,089		2,104
Cash and cash equivalents	188		189		217
Debt and financing – non-current	619		1,152		928
Debt and financing – current	24		21		—
Net cash from operating activities	598		588		545
Net cash from (used in) investing activities	(289)		(205)		(173)
Net cash from (used in) financing activities	(308)		(412)		(455)
Exchange impact on cash and cash equivalents, net	(2)		1		(3)
Net increase in cash and cash equivalents	(1)		(28)		(86)

(i)    In 2020, Financial expenses include a $18 million charge related to early redemption of bonds - see below.

Guatemala financing

In 2014, Intertrust SPV (Cayman) Limited, acting as trustee of the Comcel Trust, a trust established and consolidated by Comcel for the purposes of the transaction, issued $800 million 6.875% Senior Notes to refinance existing local and MIC S.A. corporate debt. The bond was issued at 98.233% of the principal and had an effective interest rate of 7.168%. The bond was guaranteed by Comcel and listed on the Luxembourg Stock Exchange.

On November 18, 2020, the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 was early redeemed at a redemption price equal to 102.292%of the principal amount of the Notes to be redeemed plus accrued and unpaid interest of $16 million, resulting in an aggregate amount of $834 million. The redemption premium ($18 million) and additional interest ($7 million), as well as the remaining unamortized deferred costs of $8 million were recorded as financial expenses during the year. This early redemption was financed through local financing in local currency as well as by shareholder loans (see note G.5.).

The impact on the Group's statement of income is a $18 million expense (at 55% ownership) reported on the line "Share of profit in the joint ventures in Guatemala and Honduras".

On October 5, 2020, Comcel executed a credit agreement with Banco Industrial for GTQ 1,697 million (approximately $218 million using the exchange rate as of December 31, 2020) for a 5 year term to refinance other credit agreements with Banco Industrial and to finance and refinance working capital, capital expenditures and general corporate purposes.

F-32

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Honduras

	2020		2019		2018
	(US$ millions)
Revenue	552		594		586
Depreciation and amortization	(132)		(132)		(133)
Operating profit	77		102		91
Financial income (expenses), net	(24)		(37)		(29)
Profit before taxes	58		60		52
Charge for taxes, net	(19)		(21)		(18)
Profit for the year	39		39		34
Net profit for the year attributable to Millicom	27		27		23
Dividends and advances paid to Millicom	24		28		32
Total non-current assets (excluding goodwill)	461		516		506
Total non-current liabilities	533		469		386
Total current assets	300		312		304
Total current liabilities	236		183		226
Total net assets	(8)		176		198
Group's share in %	66.7	%	66.7	%	66.7	%
Group's share in USD millions	(5)		117		132
Goodwill and consolidation adjustments	615		591		598
Carrying value of investment in joint venture	610		708		730
Cash and cash equivalents	60		40		25
Debt and financing – non-current	390		384		298
Debt and financing – current	10		39		85
Net cash from operating activities	151		169		147
Net cash from (used in) investing activities	(145)		(77)		(87)
Net cash from (used in) financing activities	14		(77)		(50)
Net (decrease) increase in cash and cash equivalents	20		15		9

Honduras financing

On September 19, 2019, Telefónica Celular, S.A. de C.V. entered into a new credit agreement with Banco Industrial S.A. and Banco Pais S.A for an amount up to $185 million, in tranches of $100 million, $60 million and $25 million. The Loan Agreement has a 10-year maturity and an interest rate of LIBOR plus 3.80% per annum, subject to a floor of minimum 5.25%. The new credit agreement has been used to consolidate the portion of a syndicated $250 million facility with Scotiabank dated March 27, 2015, and $90 million credit agreement with Banco Industrial S.A. dated March 20, 2018.

On September 19, 2019, Navega S.A. de C.V., entered into new facility agreement with Banco Industrial S.A. for an amount of $20 million and a duration of 10 years. The new agreement bears an annual interest of LIBOR plus 3.80% , subject to a floor of 5.25%. and will be used to refinance the portion corresponding to it as borrower under the $250 million facility with Scotiabank dated March 27, 2015.

On June 1, 2020, Telefónica Celular, S.A. de C.V. executed a $32 million bank loan agreement in equivalent amount in local currency for a 10-year term.

F-33

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

AirtelTigo Ghana

	2020		2019		2018
	(US$ millions)
Revenue	132		142		187
Depreciation and amortization	(42)		(69)		(110)
Operating loss	(30)		(72)		(100)
Financial income (expenses), net	(41)		(77)		(42)
Loss before taxes	(85)		(123)		(135)
Charge for taxes, net	—		—		—
Loss for the period	(85)		(123)		(135)
Net loss for the period attributable to Millicom	—		(40)		(68)
Total non-current assets (excluding goodwill)	204		168		277
Total non-current liabilities	289		245		277
Total current assets	41		42		71
Total current liabilities	218		187		134
Total net assets	(263)		(223)		(63)
Group's share in %	50	%	50	%	50	%
Group's share in USD millions	(132)		(111)		(31)
Goodwill and consolidation adjustments	89		90		63
Unrecognised losses	(42)		(22)		—
Carrying value of investment in joint venture	—		—		32
Cash and cash equivalents	1		5		19
Debt and financing – non-current	289		245		276
Debt and financing – current	40		27		17
Net cash from operating activities	(8)		(5)		(19)
Net cash from (used in) investing activities	—		—		(8)
Net cash from (used in) financing activities	4		(6)		42
Net increase in cash and cash equivalents	(4)		(11)		15

A.2.3. Impairment of investment in joint ventures

While no impairment triggers were identified for the Group’s investments in joint ventures in 2020, according to its policy, management have completed an impairment test for its joint ventures in Guatemala and Honduras (our investment in Ghana was not tested for impairment as its carrying value is nil since 2019).

The Group’s investments in Guatemala and Honduras operations were tested for impairment by assessing their recoverable amount (using a value in use model based on discounted cash flows) against their carrying amounts. The cash flow projections used were extracted from financial budgets approved by management and reviewed by the Board (refer to note E.1.6. for further details on impairment testing). Cash flows beyond this period have been extrapolated using a perpetual growth rate of 1% (2019: 1.1%–1.2%. Discount rates used in determining recoverable amounts were 8.6% and 9.0%, respectively (2019: 9.5% and 9.7%).

For the year ended December 31, 2020 and 2019, and as a result of the impairment testing described above, management concluded that none of the Group’s investments in joint ventures should be impaired.

Sensitivity analysis was performed on key assumptions within the impairment tests. The sensitivity analysis determined that sufficient headroom exists from realistic changes to the assumptions that would not impact the overall results of the testing.

F-34

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

A.3. Investments in associates

Millicom’s investments in Helios Towers Africa Ltd (HTA) and in the African online business (AIH) became listed companies during 2019, and Millicom resigned from its board of directors' positions in both companies, having as an effect the loss of its significant influence. Both investments are now accounted for as equity instruments (see note C.7.3.). Millicom has significant influence over other immaterial associates as shown below.

The Group’s associates are as follows:

			December 31, 2020	December 31, 2019
Entity	Country	Activity(ies)	% holding	% holding
Africa
West Indian Ocean Cable Company Limited (WIOCC)	Republic of Mauritius	Telecommunication carriers’ carrier	9.1	9.1
Latin America
MKC Brilliant Holding GmbH (LIH)	Germany	Online marketplace, retail and services	35.0	35.0
Unallocated
Milvik AB(i)	Sweden	Other	9.7	11.4

(i) Millicom ownership in Milvik AB has been diluted in 2020 as a result of a capital injection to which the Group did not participate.

At December 31, 2020 and 2019, the carrying value of Millicom’s main associates was as follows:

Carrying value of investments in associates at December 31

	2020	2019
	(US$ millions)
Milvik AB	10	11
West Indian Ocean Cable Company Limited (WIOCC)	14	14
Total	24	25

A.3.1. Accounting for investments in associates

The Group accounts for associates in the same way as it accounts for joint ventures.

A.3.2. Impairment of interests in associates

MKC Brilliant Holding GmbH (LIH)

Millicom’s 35.0% investment in LIH had been fully impaired in two stages (by $40 million in 2016 and $48 million in 2017) as a result of the annual impairment test conducted back then. The impairment test performed in 2020 confirms this conclusion.

A.4. Discontinued operations

A.4.1. Classification of discontinued operations

Discontinued operations are those which have identifiable operations and cash flows (for both operating and management purposes) and represent a major line of business or geographic area which has been disposed of, or are held for sale. Revenue and expenses associated with discontinued operations are presented retrospectively in a separate line in the consolidated statement of income. Millicom determined that the loss of path to control of operations by the termination of a contractual arrangement (e.g. termination without exercise of an unconditional call option agreement giving path to control, as occurred with the Guatemala and Honduras operations) does not require presentation as a discontinued operation.

F-35

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

A.4.2. Millicom’s discontinued operations

In accordance with IFRS 5, the Group’s businesses in Chad, Senegal and Tigo Rwanda had been classified as assets held for sale (respectively on June 5, 2019, February 2, 2017, and January 23, 2018) and their results were showed as discontinued operations for all years presented in these financial statements. The statement of income comparative figures presented in the notes to these consolidated financial statements have therefore been restated accordingly and when necessary. For further details, refer to note E.4.

B. Performance

B.1. Revenue

Millicom’s revenue comprises sale of services from its mobile business (including Mobile Financial Services - MFS) and its cable and other fixed services, as well as related devices and equipment. Recurring revenue consists of monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, TV services, B2B contracts, MFS commissions and fees from other telecommunications services such as data services, short message services and other value added services.

Revenue from continuing operations by category

	2020	2019	2018
	(US$ millions)
Mobile	2,116	2,150	2,126
Cable and other fixed services	1,803	1,928	1,565
Other	52	51	43
Service revenue	3,971	4,130	3,734
Telephone and equipment and other	201	206	212
Total revenue	4,171	4,336	3,946

Revenue from continuing operations by country or operation (i)

	2020	2019	2018
	(US$ millions)
Colombia	1,346	1,532	1,661
Paraguay	544	610	679
Bolivia	584	639	614
El Salvador	389	386	405
Tanzania	366	382	399
Nicaragua	220	157	13
Costa Rica	140	153	155
Panama	585	475	17
Other operations	3	4	6
Eliminations	(5)	(3)	(2)
Total	4,171	4,336	3,946

(i)    The revenue figures above are shown after intercompany eliminations.

B.1.1. Accounting for revenue

Revenue recognition

Revenue is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer.

The Group applies the following practical expedients foreseen in IFRS 15:

F-36

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

•No adjustment to the transaction price for the means of a financing component whenever the period between the transfer of a promised good or service to a customer and the associated payment is one year or less; when the period is more than one year the financing component is adjusted, if material.

•Disclosure in the Group Financial Statements the transaction price allocated to unsatisfied performance obligations only for contracts that have an original expected duration of more than one year (e.g. unsatisfied performance obligations for contracts that have an original duration of one year or less are not disclosed).

•Application of the practical expedient not to disclose the price allocated to unsatisfied performance obligations, if the consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e, if billing corresponds to accounting revenue).

•Application of the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.

Post-paid connection fees are derived from the payment of a non-refundable / one-time fee charged to customer to connect to the network (e.g. connection / installation fee). Usually, it does not represent a distinct good or service, and therefore does not give rise to a separate performance obligation and revenue is recognized over the minimum contract duration. However, if the fee is paid by a customer to get the right to receive goods or services without having to pay this fee again over his tenure with the Group (e.g. the customer can readily extend his contract without having to pay the same fee again), it is accounted for as a material right and revenue should be recognized over the customer retention period.

Post-paid mobile / cable subscription fees are recognized over the relevant enforceable/subscribed service period (recurring monthly access fees that do not vary based on usage). The service provision is usually considered as a series of distinct services that have the same pattern of transfer to the customer. Remaining unrecognized subscription fees, which are not refunded to the customers, are fully recognized once the customer has been disconnected.

Prepaid scratch / SIM cards are services where customers purchase a specified amount of airtime or other credit in advance. Revenue is recognized as the credit is used. Unused credit is carried in the statement of financial position as a contract liability. Upon expiration of the validity period, the portion of the contract liability relating to the expiring credit is recognized as revenue, since there is no longer an obligation to provide those services.

Telephone and equipment sales are recognized as revenue once the customer obtains control of the good. That criteria is fulfilled when the customer has the ability to direct the use and obtain substantially all of the remaining benefits from that good.

Revenue from provision of Mobile Financial Services (MFS) is recognized once the primary service has been provided to the customer.

Customer premise equipment (CPE) are provided to customers as a prerequisite to receive the subscribed Home services and shall be returned at the end of the contract duration. Since CPEs provided over the contract term do not provide benefit to the customer on their own, they do not give rise to separate performance obligations and therefore are accounted for as part of the service provided to the customers.

Bundled offers are considered arrangements with multiple deliverables or elements, which can lead to the identification of separate performance obligations. Revenue is recognized in accordance with the transfer of goods or services to customers in an amount that reflects the relative standalone selling price of the performance obligation (e.g. sale of telecom services, revenue over time + sale of handset, revenue at a point in time).

Principal-Agent, some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer. In these instances, the Group determines whether it has promised to provide the specified good or service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). For example, performance obligations relating to services provided by third-party content providers (i.e., mobile Value Added Services or “VAS”) or service providers (i.e., wholesale international traffic) where the Group neither controls a right to the provider’s service nor controls the underlying service itself are presented net because the Group is acting as an agent. The Group generally acts as a principal for other types of services where the Group is the primary obligor of the arrangement. In cases the Group determines that it acts as a principal, revenue is recognized in the gross amount, whereas in cases the Group acts as an agent revenue is recognized in the net amount.

Revenue from the sale of cables, fiber, wavelength or capacity contracts, when part of the ordinary activities of the operation, is recognized as recurring revenue. Revenue is recognized when the cable, fiber, wavelength or capacity has been delivered to the customer, based on the amount expected to be received from the customer.

Revenue from operating lease of tower space is recognized over the period of the underlying lease contracts. Finance leases revenue is apportioned between lease of tower space and interest income.

F-37

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Significant judgments

The determination of the standalone selling price for contracts that involve more than one performance obligation may require significant judgment, such as when the selling price of a good or service is not readily observable.

The Group determines the standalone selling price of each performance obligation in the contract in accordance to the prices that the Group would apply when selling the same services and/or telephone and equipment included in the obligation to a similar customer on a standalone basis. When standalone selling price of services and/or telephone and equipment are not directly observable, the Group maximizes the use of external input and uses the expected cost plus margin approach to estimate the standalone selling price.

B.2. Expenses

The cost of sales and operating expenses incurred by the Group can be summarized as follows:

Cost of sales

	2020	2019	2018
	(US$ millions)
Direct costs of services sold	(847)	(878)	(799)
Cost of telephone, equipment and other accessories	(216)	(230)	(229)
Bad debt and obsolescence costs	(108)	(93)	(90)
Cost of sales	(1,171)	(1,201)	(1,117)

Operating expenses, net

	2020	2019	2018
	(US$ millions)
Marketing expenses	(396)	(402)	(391)
Site and network maintenance costs	(234)	(245)	(192)
Employee related costs (B.4.)	(477)	(496)	(500)
External and other services	(174)	(204)	(181)
Rentals and (operating) leases (i)	(1)	(1)	(152)
Other operating expenses	(225)	(257)	(201)
Operating expenses, net	(1,505)	(1,604)	(1,616)

(i)Decrease as from the year 2019 is due to IFRS 16 application - see further explanations above in "New and amended IFRS accounting standards" section.

The other operating income and expenses incurred by the Group can be summarized as follows:

Other operating income (expenses), net

	Notes	2020	2019	2018
		(US$ millions)
Income from tower deal transactions	E.3.	—	5	61
Impairment of intangible assets and property, plant and equipment	E.1., E.2.	—	(8)	(6)
Gain (loss) on disposals of intangible assets and property, plant and equipment		—	—	7
Impairment of AirtelTigo's receivable	G.5.	(45)	—	—
Gain (loss) on disposal of equity investments	C.7.3.	25	(32)	—
Other income (expenses)		9	1	13
Other operating income (expenses), net		(12)	(34)	75

F-38

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

B.2.1. Accounting for cost of sales and operating expenses

Cost of sales

Cost of sales is recorded on an accrual basis.

Incremental costs of obtaining a contract

Incremental costs of obtaining a contract, including dealer commissions, are capitalized as Contract Costs in the statement of financial position and amortized in operating expenses over the expected benefit period, which is based on the average duration of contracts with customer (see practical expedient in note B.1.1.).

Operating leases - until 2018 year-end

Operating leases were all leases that did not qualify as finance leases. Operating lease payments were recognized as expenses in the consolidated statement of income on a straight-line basis over the lease term.

B.3. Segmental information

Management determines operating and reportable segments based on information used by the chief operating decision maker (CODM) to make strategic and operational decisions from both a business and geographic perspective. The Group’s risks and rates of return are predominantly affected by operating in different geographical regions. The Group has businesses in two main regions: Latin America ("Latam") and Africa. The Latam figures below include Honduras and Guatemala as if they are fully consolidated by the Group, as this reflects the way management reviews and uses internally reported information to make decisions. Honduras and Guatemala are shown under the Latam segment. The joint venture in Ghana is not reported as if fully consolidated.

As from January 1, 2020, Millicom is allocating corporate costs to each segment based on their contribution to underlying revenue, and only non-recurring costs, such as the M&A-related fees incurred in 2019, will remain unallocated going forward. This change in presentation has no impact on Group EBITDA.

In order to facilitate comparisons of December 31, 2020 figures with prior periods, comparative figures have been re-presented to conform with this new segment EBITDA reporting.

Revenue, operating profit (loss), EBITDA and other segment information for the years ended December 31, 2020, 2019 and 2018, were as follows:

F-39

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2020
Mobile revenue	3,220	357	—	(1,461)	—	2,116
Cable and other fixed services revenue	2,097	8	—	(302)	(1)	1,803
Other revenue	60	1	—	(6)	(2)	52
Service revenue (i)	5,377	366	—	(1,769)	(4)	3,971
Telephone and equipment and other revenue (i)	466	—	—	(266)	—	201
Revenue	5,843	366	—	(2,035)	(4)	4,171
Operating profit (loss)	803	36	(32)	(536)	175	446
Add back:
Depreciation and amortization	1,561	89	11	(453)	—	1,208
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(171)	(171)
Other operating income (expenses), net	(5)	—	23	(3)	(4)	12
EBITDA (ii)	2,360	125	2	(992)	—	1,495
EBITDA from discontinued operations	—	(4)	—	—	—	(4)
EBITDA incl discontinued operations	2,360	121	2	(992)	—	1,491
Capital expenditure (iii)	(926)	(42)	(4)	258	—	(714)
Changes in working capital and others (iv)	61	11	(7)	(43)	—	22
Taxes paid	(260)	(10)	(2)	131	—	(142)
Operating free cash flow (v)	1,234	80	(11)	(645)	—	657
Total Assets (vi)	13,418	926	4,052	(5,116)	(859)	12,422
Total Liabilities	8,878	959	3,342	(2,044)	(987)	10,148

F-40

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2019
Mobile revenue	3,258	372	—	(1,480)	—	2,150
Cable and other fixed services revenue	2,197	9	—	(277)	—	1,928
Other revenue	60	1	—	(9)	—	51
Service revenue (i)	5,514	382	—	(1,766)	—	4,130
Telephone and equipment revenue (i)	449	—	—	(243)	—	206
Revenue	5,964	382	—	(2,010)	—	4,336
Operating profit (loss)	980	19	(64)	(540)	179	575
Add back:
Depreciation and amortization	1,435	99	9	(444)	—	1,100
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(179)	(179)
Other operating income (expenses), net	2	(2)	42	(8)	—	34
EBITDA (ii)	2,418	117	(13)	(992)	—	1,530
EBITDA from discontinued operations	—	(3)	—	—	—	(3)
EBITDA incl discontinued operations	2,418	114	(13)	(992)	—	1,527
Capital expenditure (iii)	(1,040)	(58)	(9)	261	—	(846)
Changes in working capital and others (iv)	(86)	14	(52)	(18)	—	(143)
Taxes paid	(225)	(10)	(8)	129	—	(114)
Operating free cash flow (v)	1,067	59	(82)	(619)	—	425
Total Assets (vi)	13,859	936	3,715	(5,465)	(150)	12,895
Total Liabilities	8,413	909	3,977	(2,119)	(965)	10,215

F-41

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2018
Mobile revenue	3,214	388	—	(1,475)	—	2,126
Cable and other fixed services revenue	1,808	10	—	(253)	—	1,565
Other revenue	48	1	—	(6)	—	43
Service revenue (i)	5,069	398	—	(1,734)	—	3,734
Telephone and equipment revenue (i)	415	—	—	(203)	—	212
Total Revenue	5,485	399	—	(1,937)	—	3,946
Operating profit (loss)	990	21	(38)	(488)	154	640
Add back:
Depreciation and amortization	1,133	80	5	(416)	—	803
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(154)	(154)
Other operating income (expenses), net	(51)	(3)	(2)	(19)	—	(75)
EBITDA (ii)	2,072	98	(35)	(922)	—	1,213
EBITDA from discontinued operations	—	44	—	—	—	44
EBITDA incl discontinued operations	2,072	143	(35)	(922)	—	1,257
Capital expenditure (iii)	(872)	(59)	(2)	225	—	(708)
Changes in working capital and others (iv)	(42)	28	13	(12)	—	(13)
Taxes paid	(264)	(24)	(6)	142	—	(153)
Operating free cash flow (v)	894	88	(30)	(568)	—	383
Total Assets (vi)	11,751	839	2,752	(5,219)	190	10,313
Total Liabilities	6,127	905	2,953	(1,814)	(650)	7,521

(i)    Service revenue is Group revenue related to the provision of ongoing services such as monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, SMS and other value-added services excluding telephone and equipment sales. Revenues from other sources comprises rental, sub-lease rental income and other non recurring revenues. The Group derives revenue from the transfer of goods and services over time and at a point in time. Refer to the table below.

(ii) EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on the disposal of fixed assets. EBITDA is used by the management to monitor the segmental performance and for capital management. EBITDA for the year ended December 31, 2018 is not fully comparable to EBITDA for the years ended December 31, 2019 and December 31, 2020 because of the application of IFRS 16 which had a positive impact as compared to what our EBITDA was under IAS 17 standard.

(iii) Cash spent for capex excluding spectrum and licenses of $101 million (2019: $59 million; 2018: $61 million) and cash received on tower deals of nil (2019: $22 million; 2018: $141 million).

(iv)    Changes in working capital and others include changes in working capital as stated in the cash flow statement, as well as share-based payments expense and non-cash bonuses.

(v)    Operating Free Cash Flow is EBITDA less cash capex (excluding spectrum and license costs) less change in working capital, other non-cash items (share-based payment expense and non-cash bonuses) and taxes paid.

(vi)    Segment assets include goodwill and other intangible assets.

(vii)    Including eliminations for Guatemala and Honduras as reported in the Latam segment.

F-42

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Revenue from contracts with customers from continuing operations:

		Twelve months ended December 31, 2020			Twelve months ended December 31, 2019			Twelve months ended December 31, 2018
$ millions	Timing of revenue recognition	Latin America	Africa	Total Group	Latin America	Africa	Total Group	Latin America	Africa	Total Group
Mobile	Over time	1,728	239	1,967	1,747	261	2,007	1,701	280	1,981
Mobile Financial Services	Point in time	31	118	149	31	112	143	37	108	145
Cable and other fixed services	Over time	1,794	8	1,803	1,919	9	1,928	1,556	10	1,565
Other	Over time	51	1	52	51	1	52	42	1	43
Service Revenue		3,604	366	3,971	3,748	382	4,130	3,336	398	3,734
Telephone and equipment	Point in time	201	—	201	206	—	206	212	—	212
Revenue from contracts with customers		3,805	366	4,171	3,954	382	4,336	3,548	399	3,946

B.4. People

Number of permanent employees

	2020	2019	2018
Continuing operations(i)	16,955	17,687	16,725
Joint ventures (Guatemala, Honduras and Ghana)	4,464	4,688	4,416
Discontinued operations	—	—	262
Total	21,419	22,375	21,403

(i)    Emtelco headcount are excluded from this disclosure and any internal reporting because their costs are classified as direct costs and not employee related costs.

	Notes	2020	2019	2018
		(US$ millions)
Wages and salaries		(356)	(358)	(346)
Social security		(66)	(68)	(60)
Share based compensation	B.4.1.	(24)	(27)	(21)
Pension and other long-term benefit costs	B.4.2.	(4)	(4)	(7)
Other employees related costs		(27)	(39)	(67)
Total		(477)	(496)	(500)

B.4.1. Share-based compensation

Millicom shares granted to management and key employees includes share-based compensation in the form of long-term share incentive plans. Since 2016, Millicom has two types of annual plans, a performance share plan and a deferred share plan. The different plans are further detailed below.

Cost of share based compensation

	2020	2019	2018
	(US$ millions)
2016 incentive plans	—	—	(4)
2017 incentive plans	—	(7)	(8)
2018 incentive plans	(2)	(8)	(11)
2019 incentive plans	(8)	(14)	—
2020 incentive plans	(13)	—	—
Total share based compensation	(24)	(27)	(21)

F-43

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Deferred share plan (unchanged since 2014, except for vesting schedule)

Until 2018 deferred awards plan, participants were granted shares based on past performance, with 16.5% of the shares vesting on January 1 of each of year one and two, and the remaining 67% on 1 January of year three. Beginning with the 2019 plan, while all other guidelines remain the same, shares vest with 30% on January 1 of each of year one and two, and the remaining 40% on 1 January of year three. Vesting is conditional upon the participant remaining employed with Millicom at each vesting date. The cost of this long-term incentive plan, which is not conditional on performance conditions, is calculated as follows:

Fair value (share price) of Millicom’s shares at grant date x number of shares expected to vest.

Performance share plan (for plans issued in 2016 and 2017)

Shares granted under this performance share plan vested at the end of the three-year period, subject to performance conditions, 25% based on Positive Absolute Total Shareholder Return (Absolute TSR), 25% based on Relative Total Shareholder Return (Relative TSR) and 50% based on budgeted Earnings Before Interest Tax Depreciation and Amortization (EBITDA) minus Capital Expenditure

(Capex) minus Change in Working Capital (CWC) (Free Cash Flow).

As the TSRs measures are market conditions, the fair value of the shares in the performance share plan required consideration of potential adjustments for future market-based conditions at grant date. For this, a specific valuation had been performed at grant date based on the probability of the TSR conditions being met (and to which extent) and the expected payout based upon leaving conditions.

The Free Cash Flows (FCF) condition is a non-market measure which had been considered together with the leaving estimate and

based initially on a 100% fulfillment expectation. The reference share price for this condition is the same share price as the share

price for the deferred share plan above.

Performance share plan (for plans issued from 2018)

Shares granted under this performance share plan vest at the end of the three-year period, subject to performance conditions, 25% based on Relative Total Shareholder Return (“Relative TSR”), 25% based on the achievement of the Service Revenue target measured on a 3-year CAGRs from year one to year three of the plan (“Service Revenue”) and 50% based on the achievement of the Operating Free Cash Flow (“Operating Free Cash Flow”) target measured on a 3-year CAGRs from year one to year three of the plan. From 2020 onwards, the Operating Free Cash Flow target has been redefined to consider payments made in respect of leases. As a result, the target is since then the Operating Free Cash Flow after Leases ("OFCFaL").

For the performance share plans, and in order to calculate the fair value of the TSR portion of those plans, it is necessary to make a number of assumptions which are set out below. The assumptions have been set based on an analysis of historical data as at grant date.

Assumptions and fair value of the shares under the TSR portion(s)

	Risk-free rate %	Dividend yield %	Share price volatility(i) %	Award term (years)	Share fair value (in US$)
Performance share plan 2020 (Relative TSR)	0.61	1.47	24.54	2.93	55.66
Performance share plan 2019 (Relative TSR)	(0.24)	3.01	26.58	2.93	49.79
Performance share plan 2018 (Relative TSR)	(0.39)	3.21	30.27	2.93	57.70
Performance share plan 2017 (Relative TSR)	(0.40)	3.80	22.50	2.92	27.06
Performance share plan 2017 (Absolute TSR)	(0.40)	3.80	22.50	2.92	29.16
Performance share plan 2016 (Relative TSR)	(0.65)	3.49	30.00	2.61	43.35
Performance share plan 2016 (Absolute TSR)	(0.65)	3.49	30.00	2.61	45.94

(i)    Historical volatility retained was determined on the basis of a three-year historic average.

The cost of the long-term incentive plans which are conditional on market conditions is calculated as follows:

Fair value (market value) of shares at grant date (as calculated above) x number of shares expected to vest.

The cost of these plans is recognized, together with a corresponding increase in equity (share compensation reserve), over the period in which the performance and/or employment conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award. Adjustments are made to the expense recorded for forfeitures, mainly due to management and employees leaving Millicom. Non-market performance conditions are not taken into account when determining the grant date fair

F-44

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. These are treated as vested, regardless of whether or not the market conditions are satisfied, provided that all other performance conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any modification that increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Plan awards and shares expected to vest

	2020 plans		2019 plans		2018 plans		2017 plans
	Performance plan	Deferred plan	Performance plan	Deferred plan	Performance plan	Deferred plan	Performance plan	Deferred plan
			(number of shares)
Initial shares granted	341,897	370,131	257,601	297,856	237,196	262,317	279,807	438,505
Additional shares granted(i)	—	5,928	—	43,115	—	3,290	2,868	29,406
Revision for forfeitures	(13,008)	(9,880)	(35,558)	(22,636)	(43,639)	(37,433)	(50,279)	(89,011)
Revision for cancellations	—	—	—	—	(4,728)	—	—	—
Total before issuances	328,889	366,179	222,043	318,335	188,829	228,174	232,396	378,900
Shares issued in 2017	—	—	—	—	—	—	—	(2,686)
Shares issued in 2018	—	—	—	—	(97)	(18,747)	(2,724)	(99,399)
Shares issued in 2019	—	—	(150)	(24,294)	(3,109)	(54,971)	(19,143)	(82,486)
Shares issued in 2020	—	(3,571)	(17)	(96,629)	(304)	(35,125)	(158,394)	(194,329)
Performance conditions	—	—	—	—	—	—	(52,135)	—
Shares still expected to vest	328,889	362,608	221,876	197,412	185,319	119,331	—	—
Estimated cost over the vesting period (US$ millions)	13	15	11	18	12	14	10	20

(i)    Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.

B.4.2. Pension and other long-term employee benefit plans

Pension plans

The pension plans apply to employees who meet certain criteria (including years of service, age and participation in collective agreements).

Pension and other similar employee related obligations can result from either defined contribution plans or defined benefit plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. No further payment obligations exist once the contributions have been paid. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as assets to the extent that a cash refund or a reduction in future payments is available.

Defined benefit pension plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the statement of financial position in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows, using an appropriate discount rate based on maturities of the related pension liability.

Re-measurement of net defined benefit liabilities are recognized in other comprehensive income and not reclassified to the statement of income in subsequent years.

Past service costs are recognized in the statement of income on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognizes related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit asset/liability.

F-45

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Long-service plans

Long-service plans apply for Colombian subsidiary UNE employees with more than five years of service whereby additional bonuses are paid to employees that reach each incremental length of service milestone (from five to 40 years).

Termination plans

In addition, UNE has a number of employee defined benefit plans. The level of benefits provided under the plans depends on collective employment agreements and Colombian labor regulations. There are no defined assets related to the plans, and UNE make payments to settle obligations under the plans out of available cash balances.

At December 31, 2020, the defined benefit obligation liability amounted to $59 million (2019: $59 million) and payments expected in the plans in future years totals $95 million (2019: $106 million). The average duration of the defined benefit obligation at December 31, 2020 is 6 years (2019: 6 years). The termination plans apply to employees that joined UNE prior to December 30, 1996. The level of payments depends on the number of years in which the employee has worked before retirement or termination of their contract with UNE.

Except for the UNE pension plan described above, there are no other significant defined benefits plans in the Group.

B.4.3. Directors and executive management

The remuneration of the members of the Board of Directors comprises an annual fee and shares. Director remuneration is proposed by the Nomination Committee and approved by the shareholders at their Annual General Meeting (AGM).

Remuneration charge for the Board (gross of withholding tax)

	2020	2019	2018
	(US$ ’000)
Chairperson	300	366	169
Other members of the Board	1,188	1,557	774
Total (i)	1,488	1,923	943

Shares beneficially owned by the Directors

	2020	2019
	(number of shares)
Chairperson	13,427	5,814
Other members of the Board	52,593	32,279
Total (i)	66,020	38,093

(i)Cash compensation converted from SEK to USD at exchange rates on payment dates for 2018. In 2019 and 2020 cash compensation was denominated in USD. Share based compensation based on the market value of Millicom shares on the corresponding AGM date (2020: in total 32,358 shares; 2019: in total 19,483 shares-includes 2,876 additional shares that were awarded for the period from the 9 January 2019 date of listing on the Nasdaq Stock Market in the US and the date of the 2019 AGM; 2018: in total 6,591 shares). Net remuneration comprised 71% in shares and 29% in cash (SEK) (2019: 73% in shares and 27% in cash; 2018: 51% in shares and 49% in cash).

The remuneration of executive management of Millicom comprises an annual base salary, an annual bonus, share based compensation, social security contributions, pension contributions and other benefits. Bonus and share based compensation plans (see note B.4.1.) are based on actual and future performance. Share based compensation is granted once a year by the Compensation Committee of the Board.

If the employment of Millicom’s senior executives is terminated, severance of up to 12 months’ salary is potentially payable.

The annual base salary and other benefits of the Chief Executive Officer (CEO) and the Executive Vice Presidents (Executive team) are proposed by the Compensation Committee and approved by the Board.

F-46

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Remuneration charge for the Executive Team

	CEO	CFO	Executive Team (8 members)(iii)
	(US$ ’000)
2020
Base salary	1,173	670	2,612
Bonus	1,301	509	1,837
Pension	285	100	663
Other benefits	82	38	303
Termination benefits	—	—	—
Total before share based compensation	2,841	1,317	5,414
Share based compensation(i)(ii) in respect of 2020 LTIP	7,114	1,834	3,796
Total	9,955	3,151	9,210

	CEO	CFO	Executive Team (9 members)
	(US$ ’000)
2019
Base salary	1,167	654	3,498
Bonus	1,428	626	2,098
Pension	279	98	798
Other benefits	50	260	1,521
Termination benefits	—	—	863
Total before share based compensation	2,924	1,639	8,779
Share based compensation(i)(ii) in respect of 2019 LTIP	5,625	1,576	5,965
Total	8,549	3,215	14,743

	CEO	CFO	Executive team (9 members)
	(US$ ’000)
2018
Base salary	1,112	673	3,930
Bonus	1,492	557	2,445
Pension	247	101	962
Other benefits	66	63	805
Termination benefits	—	—	301
Total before share based compensation	2,918	1,393	8,444
Share based compensation(i)(ii) in respect of 2018 LTIP	5,027	1,567	4,957
Total	7,945	2,960	13,401

(i)    See note B.4.1.

(ii)    Share awards of 153,894 and 135,269 were granted in 2020 under the 2019 LTIPs to the CEO, and Executive Team (2019: 102,122 and 135,480, respectively; 2018: 80,264 and 112,472, respectively).

(iii)    'Other Executives' includes compensation paid in 2020 to Rachel Samren former Chief External Affairs Officer (departure August 31, 2020) and to HL Rogers former Chief Ethics and Compliance Officer (departure January 1, 2020). Additionally other Benefits' for 'Other Executives' include medical and dental insurance for Daniel Loria, former CHRO.

F-47

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Share ownership and unvested share awards granted from Company equity plans to the Executive team

	CEO	Executive team	Total
	(number of shares)
2020
Share ownership (vested from equity plans and otherwise acquired)	194,432	169,725	364,157
Share awards not vested	325,250	297,317	622,567
2019
Share ownership (vested from equity plans and otherwise acquired)	190,577	136,306	326,883
Share awards not vested	236,211	334,193	570,404

B.5. Other non-operating (expenses) income, net

Non-operating items mainly comprise changes in fair value of derivatives and the impact of foreign exchange fluctuations on the results of the Group.

		December 31
	Note	2020	2019	2018
		(US$ millions)
Change in fair value of derivatives	C.7.2.	(11)	—	(1)
Change in fair value in investment in Jumia	C.7.3.	(18)	(38)	—
Change in fair value in investment in HT	C.7.3.	(16)	312	—
Change in value of call option asset and put option liability	C.7.4.	5	(25)	—
Exchange gains (losses), net		(69)	(32)	(40)
Other non-operating income (expenses), net		3	10	2
Total		(106)	227	(39)

Foreign exchange gains and losses

Transactions denominated in a currency other than the functional currency are translated into the functional currency using exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions, and on translation of monetary assets and liabilities denominated in currencies other than the functional currency at year-end exchange rates, are recognized in the consolidated statement of income, except when deferred in equity as qualifying cash flow hedges.

B.6. Taxation

B.6.1. Income tax expense

Tax mainly comprises income taxes of subsidiaries and withholding taxes on intragroup dividends and royalties for use of Millicom trademarks and brands. Millicom operations are in jurisdictions with income tax rates of 10% to 35% levied on either revenue or profit before income tax (2019: 10% to 35%; 2018: 10% to 37%). Income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of income.

F-48

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Income tax charge

	2020	2019	2018
	(US$ millions)
Income tax (charge) credit
Withholding tax	(83)	(56)	(64)
Other income tax relating to the current year	(65)	(88)	(82)
Adjustments in respect of prior years	(29)	(7)	1
Total	(177)	(151)	(145)
Deferred tax (charge) credit
Origination and reversal of temporary differences	99	58	32
Effect of change in tax rates	(5)	(8)	(10)
Tax income (expense) before valuation allowances	94	50	22
Effect of valuation allowances	(19)	(9)	(8)
Total	75	41	14
Adjustments in respect of prior years	—	(10)	19
	75	31	33
Tax (charge) credit on continuing operations	(102)	(120)	(112)
Tax (charge) credit on discontinuing operations	(2)	(2)	(4)
Total tax (charge) credit	(104)	(122)	(116)

F-49

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Reconciliation between the tax expense and tax at the weighted average statutory tax rate is as follows:

Income tax calculation

	2020					2019					2018
	Continuing operations		Discontinued operations	Total		Continuing operations		Discontinued operations	Total		Continuing operations		Discontinued operations	Total
	(US$ millions)
Profit before tax	(271)		(11)	(282)		218		59	277		119		(29)	90
Tax at the weighted average statutory rate	82		3	85		(37)		(11)	(48)		(1)		—	(1)
Effect of:
Items taxed at a different rate	1		—	1		(1)		—	(1)		7		—	7
Change in tax rates on deferred tax balances	(5)		—	(5)		(8)		—	(8)		(10)		—	(10)
Expenditure not deductible and income not taxable	(106)		(3)	(109)		(37)		9	(28)		(59)		(2)	(61)
Unrelieved withholding tax	(83)		—	(83)		(56)		—	(56)		(64)		—	(64)
Accounting for associates and joint ventures	42		—	42		36		—	36		5		—	5
Movement in deferred tax on unremitted earnings	15		—	15		9		—	9		(2)		—	(2)
Unrecognized deferred tax assets	(27)		—	(27)		(20)		—	(20)		(8)		(2)	(10)
Recognition of previously unrecognized deferred tax assets	8		—	8		11		—	11		—		—	—
Adjustments in respect of prior years	(29)		(2)	(31)		(17)		—	(17)		20		—	20
Total tax (charge) credit	(102)		(2)	(104)		(120)		(2)	(122)		(112)		(4)	(116)
Weighted average statutory tax rate	30.3	%		30.1	%	17.0	%		17.3	%	0.8	%		1.1	%
Effective tax rate	(37.5)	%		(36.8)	%	55.0	%		44.0	%	94.1	%		128.9	%

B.6.2. Current tax assets and liabilities

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

B.6.3. Deferred tax

Deferred tax is calculated using the liability method on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amount for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting, nor taxable profit or loss.

Deferred tax assets are recognized for all temporary differences including unused tax credits and tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized, except where the

F-50

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

deferred tax assets relate to deductible temporary differences from initial recognition of an asset or liability in a transaction that is not a business combination, and, at the time of the transaction, affects neither accounting, nor taxable profit or loss. It is probable that taxable profit will be available when there are sufficient taxable temporary differences relating to the same tax authority and the same taxable entity which are expected to reverse in the same period as the expected reversal of the deductible temporary difference.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilize them. Unrecognized deferred tax assets are reassessed at each statement of financial position date and are recognized to the extent it is probable that future taxable profit will enable the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rate expected to apply in the year when the assets are realized or liabilities settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date. Deferred tax assets and deferred tax liabilities are offset where legally enforceable set off rights exist and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax

	Fixed assets	Unused tax losses	Unremitted earnings	Other	Offset	Total
	(US$ millions)
Balance at December 31, 2018	(178)	44	(34)	134	—	(34)
(Charge)/credit to income statement	41	(15)	8	(3)	—	31
Change in scope	(88)	5	—	4	—	(73)
Exchange differences	2	—	1	(3)	—	—
Balance at December 31, 2019	(223)	34	(25)	129	—	(85)
Deferred tax assets	84	34	—	134	(52)	200
Deferred tax liabilities	(307)	—	(25)	(5)	52	(285)
Balance at December 31, 2019	(223)	34	(25)	129	—	(85)
(Charge)/credit to income statement	81	150	15	(171)	—	75
Change in scope	—	—	—	—	—	—
Transfers to assets held for sale	—	—	—	—	—	—
Exchange differences	—	3	(1)	(4)	—	(2)
Balance at December 31, 2020	(142)	187	(11)	(46)	—	(12)
Deferred tax assets	97	187	—	102	(189)	197
Deferred tax liabilities	(239)	—	(11)	(148)	189	(209)
Balance at December 31, 2020	(142)	187	(11)	(46)	—	(12)

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

	Fixed assets	Unused tax losses	Other	Total
	(US$ millions)
At December 31, 2020	57	4,668	218	4,943
At December 31, 2019	92	4,705	126	4,923

Unrecognized tax losses carryforward related to continuing operations expire as follows:

	2020	2019	2018
	(US$ millions)
Expiry:
Within one year	3	1	—
Within one to five years	3	2	3
After five years	1,089	493	493
No expiry	3,573	4,209	4,390
Total	4,668	4,705	4,886

F-51

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

With effect from 2017, Luxembourg tax losses incurred may be carried forward for a maximum of 17 years. Losses incurred before 2017 may be carried forward without limitation of time.

At December 31, 2020, Millicom had $621 million of unremitted earnings of Millicom operating subsidiaries for which no deferred tax liabilities were recognized (2019: $697 million; 2018: $584 million). Except for intragroup dividends to be paid out of 2020 profits in 2021 for which deferred tax of $11 million (2019: $26 million; 2018 $34 million) has been provided, it is anticipated that intragroup dividends paid in future periods will be made out of profits of future periods.

B.7. Earnings per share

Basic earnings (loss) per share are calculated by dividing net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings (loss) per share are calculated by dividing the net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number of dilutive potential shares.

Net profit/(loss) used in the earnings (loss) per share computation

	2020	2019	2018
	(US$ millions)
Basic and Diluted
Net profit (loss) attributable to equity holders from continuing operations	(332)	93	23
Net profit (loss) attributable to equity holders from discontinued operations	(12)	57	(33)
Net profit/(loss) attributable to all equity holders to determine the basic earnings (loss) per share	(344)	149	(10)

Weighted average number of shares in the earnings (loss) per share computation

	2020	2019	2018
	(thousands of shares)
Weighted average number of ordinary shares (excluding treasury shares) for basic earnings (loss) per share	101,172	101,144	100,793
Potential incremental shares as a result of share options	—	—	—
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution	101,172	101,144	100,793

C. Capital structure and financing

C.1. Share capital, share premium and reserves

Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

Where any Group company purchases the Company’s share capital, the consideration paid, including any directly attributable incremental costs, is shown under Treasury shares and deducted from equity attributable to the Company’s equity holders until the shares are canceled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental costs and the related income tax effects is included in equity attributable to the Company’s equity holders.

F-52

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Share capital, share premium

	2020	2019
Authorized and registered share capital (number of shares)	133,333,200	133,333,200
Subscribed and fully paid up share capital (number of shares)	101,739,217	101,739,217
Par value per share	1.50	1.50
Share capital (US$ millions)	153	153
Share premium (US$ millions)	478	480
Total (US$ millions)	630	633

Other equity reserves

	Legal reserve	Equity settled transaction reserve	Hedge reserve	Currency translation reserve	Pension obligation reserve	Total
	(US$ millions)
As of January 1, 2018	16	46	0	(531)	(3)	(472)
Share based compensation	—	22	—	—	—	22
Issuance of shares – 2015, 2016, 2017 LTIPs	—	(22)	—	—	—	(22)
Remeasurements of post-employment benefit obligations	—	—	—	—	0	1
Cash flow hedge reserve movement	—	—	(1)	—	—	0
Currency translation reserved recycled to statement of income	—	—	0	—	—	—
Currency translation movement	—	—	—	(68)	—	(67)
As of December 31, 2018	16	47	(1)	(599)	(3)	(538)
Share based compensation	—	29	—	—	—	29
Issuance of shares –2016, 2017, 2018 LTIPs	—	(25)	—	—	—	(25)
Remeasurements of post-employment benefit obligations	—	—	—	—	—	—
Cash flow hedge reserve movement	—	—	(16)	—	—	(16)
Currency translation reserved recycled to statement of income	—	—	—	—	—	—
Currency translation movement	—	—	—	(2)	—	(2)
Effect of restructuring in Tanzania				9		9
As of December 31, 2019	16	52	(18)	(593)	(2)	(544)
Share based compensation	—	24	—	—	—	24
Issuance of shares –2017, 2018, 2019 LTIPs	—	(26)	—	—	—	(26)
Remeasurements of post-employment benefit obligations	—	—	—	—	(2)	(2)
Cash flow hedge reserve movement	—	—	(1)	—	—	(1)
Currency translation reserved recycled to statement of income	—	—	—	—	—	—
Currency translation movement	—	—	—	(12)	—	(12)
As of December 31, 2020	16	50	(19)	(605)	(4)	(562)

F-53

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.1.1. Legal reserve

If Millicom International Cellular S.A. reports an annual net profit on a non-consolidated basis, Luxembourg law requires appropriation of an amount equal to at least 5% of the annual net profit to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution. No appropriation was required in 2019 or 2020 as the 10% minimum level was reached in 2011 and maintained each subsequent year.

C.1.2. Equity settled transaction reserve

The cost of LTIPs is recognized as an increase in the equity-settled transaction reserve over the period in which the performance and/or service conditions are rendered. When shares under the LTIPs vest and are issued the corresponding reserve is transferred to share premium.

C.1.3. Hedge reserve

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

C.1.4. Currency translation reserve

In the financial statements, the relevant captions in the statements of financial position of subsidiaries without US dollar functional currencies are translated to US dollars using the closing exchange rate. Statements of income or statement of income captions (including those of joint ventures and associates) are translated to US dollars at monthly average exchange rates during the year. The currency translation reserve includes foreign exchange gains and losses arising from these translations. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.

C.2. Dividend distributions

On June 25, 2020, as a result of the uncertainties triggered by the COVID-19 pandemic and Group's shareholders consciousness to protect the Group's liquidity, the shareholders decided not to proceed to the payment of a dividend related to 2019 profits.

On May 2, 2019, a dividend distribution of $2.64 per share from Millicom’s retained profits at December 31, 2018, was approved by the shareholders at the AGM and paid in equal portions in May and November 2019.

On May 4, 2018, a dividend distribution of $2.64 per share from Millicom’s retained profits at December 31, 2017, was approved by the shareholders at the AGM and paid in equal portions in May and November 2018.

The ability of the Company to make dividend payments is subject to, among other things, the terms of indebtedness, legal restrictions and the ability to repatriate funds from Millicom’s various operations. At December 31, 2020, $310 million (December 31, 2019: $306 million; December 31, 2018: $324 million) of Millicom’s retained profits represent statutory reserves that are unavailable to be distributed to owners of the Company.

F-54

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.3. Debt and financing

Debt and financing by type (i)

	Note	2020	2019
		(US$ millions)
Debt and financing due after more than one year
Bonds	C.3.1.	4,253	4,067
Banks	C.3.2.	1,337	1,805
Other financing (ii)		41	43
Total non-current financing		5,631	5,915
Less: portion payable within one year		(54)	(129)
Total non-current financing due after more than one year		5,578	5,786
Debt and financing due within one year
Bonds	C.3.1.	44	46
Banks	C.3.2.	15	11
Total current debt and financing		59	57
Add: portion of non-current debt payable within one year		54	129
Total		113	186
Total debt and financing		5,691	5,972

(i)    See note D.1.1 for further details on maturity profile of the Group debt and financing.

(ii) In July 2018, the Company issued a COP144,054.5 million /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in Colombia.

Debt and financing by location

	2020	2019
	(US$ millions)
Millicom International Cellular S.A. (Luxembourg)	2,504	2,773
Colombia	803	827
Paraguay	738	502
Bolivia	337	350
Panama	869	918
Tanzania	203	186
Costa Rica	119	148
El Salvador	118	268
Total debt and financing	5,691	5,972

Debt and financings are initially recognized at fair value, net of directly attributable transaction costs. They are subsequently measured at amortized cost using the effective interest rate method or at fair value. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the effective interest rate. Any difference between the initial amount and the maturity amount is recognized in the consolidated statement of income over the period of the borrowing. Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months from the statement of financial position date.

F-55

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.3.1. Bond financing

Bond financing

	Note	Country	Maturity	Interest Rate %		2020	2019
						(US$ millions)
SEK Variable Rate Notes	1	Luxembourg	2024	STIBOR (i) + 2.350%		241	211
USD 4.500% Senior Notes	2	Luxembourg	2031	4.500	%	494	—
USD 6.625% Senior Notes	3	Luxembourg	2026	6.625	%	495	495
USD 6.000% Senior Notes	4	Luxembourg	2025	6.000	%	—	492
USD 6.250% Senior Notes	5	Luxembourg	2029	6.250	%	743	743
USD 5.125% Senior Notes	6	Luxembourg	2028	5.125	%	493	493
USD 5.875% Senior Notes	7	Paraguay	2027	5.875	%	558	296
PYG 8.750% Notes (tranche A)	7	Paraguay	2024	8.750	%	17	18
PYG 9.250% Notes (tranche B)	7	Paraguay	2026	9.250	%	7	8
PYG 10.000% Notes (tranche C)	7	Paraguay	2029	10.000	%	9	10
PYG 9.250% Notes (tranche D)	7	Paraguay	2026	9.250	%	1	2
PYG 10.000% Notes (tranche E)	7	Paraguay	2029	10.000	%	4	4
PYG 9.250% Notes (tranche F)	7	Paraguay	2027	9.250	%	2	—
PYG 10.000% Notes (tranche G)	7	Paraguay	2030	10.000	%	3	—
BOB 4.750% Notes	8	Bolivia	2020	4.750	%	—	30
BOB 4.050% Notes	8	Bolivia	2020	4.050	%	—	4
BOB 5.800% Notes	8	Bolivia	2026	5.800	%	50	0
BOB 4.850% Notes	8	Bolivia	2023	4.850	%	42	57
BOB 3.950% Notes	8	Bolivia	2024	3.950	%	29	36
BOB 4.600% Notes	8	Bolivia	2024	4.600	%	40	40
BOB 4.300% Notes	8	Bolivia	2029	4.300	%	19	21
BOB 4.300% Notes	8	Bolivia	2022	4.300	%	20	26
BOB 4.700% Notes	8	Bolivia	2024	4.700	%	28	32
BOB 5.300% Notes	8	Bolivia	2026	5.300	%	11	13
BOB 5.000% Notes	8	Bolivia	2026	5.000	%	61	61
UNE Bond 1 (tranches A and B)	9	Colombia	2020	CPI + 5.10%		—	46
UNE Bond 2 (tranches A and B)	9	Colombia	2023	CPI + 4.76%		44	46
UNE Bond 3 (tranche A)	9	Colombia	2024	9.350	%	47	49
UNE Bond 3 (tranche B)	9	Colombia	2026	CPI + 4.15%		74	78
UNE Bond 3 (tranche C)	9	Colombia	2036	CPI + 4.89%		37	38
UNE Bond 6.600%	9	Colombia	2030	6.600	%	44	—
USD 4.500% Senior Notes	10	Panama	2030	4.500	%	586	585
Cable Onda Bonds 5.750%	10	Panama	2025	5.750	%	99	184
Total bond financing						4,297	4,113

(i)    STIBOR – Swedish Interbank Offered Rate.

(1)    SEK Notes

In May 2019, MIC S.A. completed its offering of a SEK 2 billion floating rate senior unsecured sustainability bond due 2024. The bond carries a floating coupon of 3-month Stibor+235bps which we swapped with various banks to hedge its interest rate exposure, pursuant to which it will effectively pay fixed-rate coupons in US dollars between 4.990% and 4.880% (see D.1.2.). The bond has been listed and commenced trading on the Nasdaq Stockholm sustainable bond list on June 12, 2019. Millicom is using the net proceeds of the bond in accordance with the Sustainability Bond Framework which includes both environmental and social investments such as in energy efficiencies, and the expansion of its fixed and mobile networks. Cost of issuance of $2.4 million is amortized over the five year life of the bond (the effective interest rate is 2.600%)

F-56

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

(2)    USD 4.500% Senior Notes

On October 19, 2020, MIC S.A. issued $500 million aggregate principal amount of 4.500% Senior Notes due 2031. The Notes bear interest at 4.500% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to early redeem MIC S.A.'s $500 million 6.000% Senior Notes due 2025 - see below. Costs of issuance of $5.5 million is amortized over the eleven-year life of the notes (the effective interest rate is 4.800%).

(3)    USD 6.625% Senior Notes

In October 2018, MIC S.A. issued $500 million aggregate principal amount of 6.625% Senior Notes due 2026. The Notes bear interest at 6.625% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to finance Cable Onda’s acquisition. Costs of issuance of $6 million is amortized over the eight-year life of the notes (the effective interest rate is 6.750%).

(4)    USD 6.000% Senior Notes

In March 2015, MIC S.A. issued a $500 million 6.000% fixed interest rate notes repayable in ten years, to repay the El Salvador 8.000% senior notes and for general corporate purposes. The notes had an effective interest rate of 6.132%. A total amount of $9 million of withheld and upfront costs were being amortized over the ten-year life of the bond. On April 8, 2019, the Group obtained consents from the holders of its $500 million 6.000% notes to amend certain provisions of the indenture governing the notes. MIC S.A. made a cash payment of $1 million (equal to $2.50 per $1,000 principal amount of Notes to holders of the Notes).

On October 19, 2020, Millicom announced the early redemption of these Senior Notes which took place on October 29, 2020 at a redemption price equal to 103.0% of the principal amount redeemed plus accrued and unpaid interest. The early redemption premium amounted to $15 million and the remaining unamortized deferred costs to $7 million. These were recognized under "Interest and other financial expenses" in the Group's statement of income.

(5)    USD 6.250% Senior Notes

In March 2019, MIC S.A. issued $750 million of 6.250% notes due 2029. The notes bear interest at 6.250% p.a., payable semi-annually in arrears on March 25 and September 25 of each year, starting on September 25, 2019. The net proceeds were used to finance, in part, the completed Telefonica CAM Acquisitions (see note A.1.2.). Costs of issuance of $8.2 million are amortized over the ten-year life of the notes (the effective interest rate is 6.360%).

(6)    USD 5.125% Senior Notes

In September 2017, MIC S.A. issued a $500 million, ten-year bond due January 2028, with an interest rate of 5.125%. Costs of issuance of $7 million are amortized over the ten year life of the notes (effective interest rate is 5.240%).

(7)    PYG Notes

In April 2019, Telefónica Celular del Paraguay S.A.E. (Telecel) issued $300 million 5.875% senior notes due 2027. The notes bear interest at 5.875% p.a., payable semi-annually in arrears on April 15 and October 15 of each year, starting on October 15, 2019. The net proceeds were used to finance the repurchase of the Telecel 6.750% 2022 notes. Costs of issuance of $4 million are amortized over the eight-year life of the notes (the effective interest rate is 6.000%). On January 28, 2020, Telecel issued at a premium $250 million of 5.875% Senior Notes due 2027 (the "New Notes"), representing an additional issuance from the Senior Notes described above. The New Notes are treated as a single class with the initial notes, and were priced at 106.375 for an implied yield to maturity of 4.817%. The corresponding $15 million premium received will be amortized over the Senior Notes maturity.

In June 2019, Telefónica Celular del Paraguay S.A.E. issued notes in three series under its PYG 300 billion program as follows: Series A for PYG 115 billion (approximately $18 million), with a fixed annual interest rate of 8.750%, maturing in June 2024, series B for PYG 50 billion (approximately $8 million) with a fixed annual interest rate of 9.250%, maturing in May 2026 and series C for PYG 65 billion (approximately $10 million) with a fixed annual interest rate of 10.000%, maturing in May 2029. On December 27, 2019, under the same program, they issued PYG. 35 billion (Approximately $5 million) in two tranches: (i) PYG 10 billion (approximately $2 million) which bears a fixed annual interest rate of 9.250% and matures on December 30, 2026; and (ii) PYG 25 billion (approximately $4 million) which bears a fixed annual interest rate of 10.000% and matures on December 24, 2029.

In February 2020, Telecel issued local bonds in 2 series: (i) Series 6, for an amount of PYG 15 billion (approximately $2 million) with a 9.250% interest due on January 29, 2027, and (ii) Series 7, for an amount of PYG 20 billion (approximately $3 million) with a 10% interest due on January 31, 2030.

In May 2020, Telefónica Celular del Paraguay, S.A.E.. completed the acquisition of another Millicom subsidiary in Paraguay - Mobile Cash Paraguay S.A , and further on June 30, 2020, the acquisition of Servicios y Productos Multimedios S.A.. Effective as of those dates, these new entities now form part of the borrower's group for the purposes of the $550 million 5.875% Senior Notes due 2027 issued by Telefónica Celular del Paraguay, S.A.E.. In addition, as of July 7, 2020 Servicios y Productos Multimedios S.A. became guarantor of the 5.875% Notes due 2027.

F-57

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

(8)    BOB Notes

In May 2012, Telefónica Celular de Bolivia S.A. issued BOB 1.36 billion of notes repayable in installments until April 2, 2020. Distribution and other transaction fees of BOB5 million reduced the total proceeds from issuance to BOB 1.32 billion ($191 million). The bond has a 4.750% per annum coupon with interest payable semi-annually in arrears in May and November each year. The effective interest rate is 4.790%. These bonds are listed on the Bolivia Stock Exchange.

In November 2015, they issued BOB 696 million (approximately $100 million) of notes in two series, series A for BOB 104.4 million (approximately $15 million), with a fixed annual interest rate of 4.050%, maturing in August 2020 and series B for BOB 591.6 million (approximately $85 million) with a fixed annual interest rate of 4.850%, maturing in August 2023. The bond has coupon with interest payable semi-annually in arrears in March and September during the first two years, thereafter each February and August. The effective interest rate is 4.840%. These bonds are listed on the Bolivia Stock Exchange.

In August 2016, Telefónica Celular de Bolivia S.A.. issued a new bond for a total amount of BOB 522 million consisting of two tranches (approximately $50 million and $25 million, respectively). Tranche A and B bear fixed interest at 3.950% and 4.300%, and will mature in June 2024 and June 2029, respectively. These bonds are listed on the Bolivia Stock Exchange.

In October 2017, they placed approximately $80 million of local currency bonds in three tranches, which will mature in 2022, 2024 and 2026 with a 4.300% , 4.700% and 5.300% respectively. These bonds are listed on the Bolivia Stock Exchange.

In July 2019 they issued two bonds one for BOB 420 million (approximately $61 million) with a 5.000% coupon maturing on August 2026 and another one for BOB 280 million (approximately $40 million) with a 4.600% coupon maturing on August 2024. Interest payments is semiannual and both bonds are listed on the Bolivia Stock Exchange.

In December 2020, Telefónica Celular de Bolivia S.A. issued BOB 345 million (approximately $50 million) senior notes due 2026.

(9)    UNE Bonds

In March 2010, UNE issued a COP300 billion (approximately $126 million) bond consisting of two tranches with five and ten-year maturities. Interest rates are either fixed or variable depending on the tranche. Tranche A bears variable interest, based on CPI, in Colombian peso and paid in Colombian peso. Tranche B bears variable interest, based on fixed term deposits, in Colombian peso and paid in Colombian peso. UNE applied the proceeds to finance its investment plan. Tranche A matured in March 2015 and tranche B matured in March 2020.

In May 2011, UNE issued a COP300 billion (approximately $126 million) bond consisting of two equal tranches with five and twelve-year maturities. Interest rates are variable and depend on the tranche. Tranche A had variable interest, based on CPI, in Colombian peso and paid in Colombian peso. Tranche B bears variable interest, based on CPI, in Colombian peso and paid in Colombian peso. UNE applied the proceeds to finance its investment plan. Tranche A matured in October 2016 and tranche B will mature in October 2023.

In May 2016, UNE issued a COP540 billion bond (approximately $176 million) consisting of three tranches (approximately $52 million, $83 million and $41 million respectively). Interest rates are either fixed or variable depending on the tranche. Tranche A bears fixed interest at 9.350%, while tranche B and C bear variable interest, based on CPI, (respective margins of CPI + 4.150% and CPI + 4.890%), in Colombian peso. UNE applied the proceeds to finance its investment plan and repay one bond (COP150 billion tranche). Tranches A, B and C will mature in May 2024, May 2026 and May 2036, respectively.

In March 2020, UNE issued local bonds for an amount of COP 150 billion (approximately $44 million) to repay an existing bond for the same value, with a 6.600% fixed rate for 10 years.

(10) Cable Onda Bonds

In August 2015, Cable Onda issued local bonds in Panama for a total amount of $185 million. These bonds are listed on the Panama Stock Exchange and bear a fixed annual interest of 5.750% and are due in August 2025. In December 2020, Cable Onda early repaid $85 million on these bonds, at par.

In November 2019, Cable Onda issued $600 million aggregate principal amount of 4.500% senior notes due 2030 payable in U.S. dollars, registered with the Superintendencia del Mercado de Valores de Panamá and listed on the Luxembourg Stock Exchange and on the Panamá Stock Exchange.  The Notes bear interest from November 1, 2019 at a rate of 4.500% per annum, payable on January 30, 2020 for the first payment and thereafter semiannually in arrears on each interest payment date. The proceeds were used to fund the Panama Acquisition and to refinance certain local financing. Costs of issuance of $16 million, which include an original issue discount (OID) is amortized over the ten-year life of the notes (the effective interest rate is 4.690%).

F-58

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.3.2. Bank and Development Financial Institution financing

	Note	Country	Maturity range	Interest rate	2020	2019
					(US$ millions)
Fixed rate loans
PYG Long-term loans	1	Paraguay	2020-2026	Fixed	137	166
USD - Long-term loans	2	Panama	2024-2025	Fixed	185	150
BOB Long-term loans	3	Bolivia	2023-2025	Fixed	37	31
Variable rate loans
USD Long-term loans	4	Costa Rica	2023	Variable	119	148
USD Long-term loans	5	Tanzania	2021-2025	Variable	162	171
TZS Long-term loans	5	Tanzania	2021-2025	Variable	41	14
USD Short-term loans	8	Luxembourg	2024	Libor + 3.00%	—	298
USD Long-term loans(i)	8	Luxembourg	2024	Variable	(5)	—
COP Long-term loans	6	Colombia	2025-2030	Variable	262	274
USD Long-term loans	6	Colombia	2024	Variable	296	295
USD Credit Facility / Senior Unsecured Term Loan Facility	7	El Salvador	2021-2023	Variable	118	268
Total Bank and Development Financial Institution financing					1,353	1,817

(i)     Relates to the amortized costs of the undrawn RCF that Micsa entered in October 2020 -see note 8,

1.Paraguay

In October 2015, Telefónica Celular del Paraguay S.A.E. entered into a five -year loan facility with Banco Itau for PGY 257,700 million (approximately $40 million) which bears a fixed annual interest rate. The final maturity of the loan was on September 10, 2020.

In July 2017, Telefónica Celular del Paraguay S.A.E executed a five-year loan agreement with the IPS (Instituto de Prevision Social) and the Inter-American Development Bank, who acts as a guarantor, for a total amount of PYG $367,000 million (approximately $66 million). The loan, denominated in PYG with the final maturity in 2022. The guarantee under this facility is counter-guaranteed by MICSA.

In July 2018, Telefónica Celular del Paraguay S.A.E. executed a seven-year loan with Regional Bank for PYG 115,000 million (approximately $18 million with a final maturity in 2025.

In January 2019, Telefónica Celular del Paraguay S.A.E. obtained a seven-year loan from BBVA Bank for PYG 177,000 million which is due on November, 26, 2025.

In September 2019, Telefónica Celular del Paraguay S.A.E. executed an amended and restated agreement with Banco Continental S.A.E.C.A., to consolidate three existing loans, for a PYG 370,000 million (approximately $57 million). The new loan has a maturity of 7 years.

In January 2020, Telecel refinanced its previous loan with Banco Itaú and obtained a new long-term loan from Banco Itaú Paraguay S.A., for Gs. 154.6 billion (approximately $24 million) , amortizing semi-annually and maturing on December 27, 2024.

In December 2020, Telecel executed a credit agreement with Banco Continental S.A.E.C.A for PYG 200,000 million (approximately $29 million using the exchange rate as of December 31, 2020) with a duration of 2.5 years. Main aim is to refinance outstanding bank loans with maturities from 2021 to 2023.

2.Panama

In August 2019, Cable Onda S.A entered into two credit agreements, one with Banco Nacional de Panama S.A , for $75 million which bears a fixed interest and has a 5 year duration and another one with the Bank of Nova Scotia (Sucursal Panama) for $75 million with a fixed interest and a five year duration to finance and refinance working capital and capital expenditures. In October 2020, $50 million have been early repaid on the $75 million credit agreement with Banco Nacional de Panama S.A..

In December 2020, Cable Onda S.A. executed a credit agreement with Bank of Nova Scotia with a 60 month duration for $110 million divided into 2 tranches. Tranche A ($85 million) was disbursed on December 2020 to partially recall the Local Bond ($85 million) and Tranche B is expected to be disbursed in Q1 2021.

F-59

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

3.Bolivia

In June 2018, Telefónica Celular de Bolivia S.A.. entered into a two tranche loan agreement with Banco BISA S.A for BOB 69.6 million (approximately $10 million) each, with a fixed interest rate. The loans have a term of 7 years.

In November 2019, they executed a new loan with Banco de Crédito de Bolivia S.A for Bs. 78 million (approximately $11 million), with semiannual payments and a fixed interest rate. The loan has a term of 4 years.

4.Costa Rica

In April 2018, Millicom Cable Costa Rica S.A. entered into a $150 million variable rate syndicated loan with Citibank as agent. In June 2020, Millicom Cable Costa Rica S.A partially repaid an amount of $30 million of this loan.

In June 2018, Millicom Cable Costa Rica S.A. entered into a cross currency swap to hedge part of the principal of the loan against interest rate and currency risks. Interest rate and currency swap agreements had been made on $35 million of the principal amount and interest rate swaps for an additional $40 million. In October 2018, Millicom Costa Rica S.A. entered into a currency swap to hedge part of the principal of the loan against currency risks. The currency swap agreement had been made on $35 million of the principal amount. Finally on April 2019, Millicom Cable Costa Rica S.A. entered into another cross currency swap to hedge part of the principal of the loan against interest rate and currency risks. Interest rate and currency swap agreements had been made on $37 million of the principal amount and interest rate swaps for an additional $38 million.

5.Tanzania

In June 2019, MIC Tanzania Public Limited Company entered into a syndicated loan facility agreement with the Standard Bank of South Africa acting as an agent and a consortium of banks acting as the original lenders, for $174.75 million (tranche A) and TZS103,000 million (tranche B - approximately $45 million) which bears variable interests: for Tranche A Libor plus a margin and for Trance B T-Bill rate plus a margin. The facility agreement has an all asset debenture securing the whole amount, as well as a pledge over the shares of the immediate holding company of the borrower. The Facility was amended and restated in December 2019 and maturity was extended to 66 months and 100% of the USD portion and TZS 34 billion (approximately $15 million) were disbursed. In January 2020, TZS 35 billion (approximately $15 million) were disbursed and the last tranche of TZS 34 billion (approximately $15 million) was disbursed in February 2020.

6. Colombia

In December 20, 2019, our operation in Colombia executed an amendment to the $300 million loan between Colombia Móvil S.A. E.S.P. as borrower and UNE EPM Telecomunicaciones S.A., as guarantor with a consortium of banks to extend the maturity for 5 years (now due on December 20, 2024) and lower the applicable margin.

In September and November 2020, Colombia executed 4 new cross currency swaps of $25 million each with Bancolombia, JP Morgan and BBVA to complete $100 million and hedge the exposure of a portion of the $300 million syndicated loan, fixing the exchange rate on average to USD/COP 3.682 and interest rate of 5.35%.

7. EL Salvador

On April 15, 2016, Telemovil El Salvador, S.A. de C.V. executed a senior unsecured term loan facility up to $50 million maturing in April 2021 and bearing variable interest per annum, which was restated and amended as of May 30, 2017, for a second tranche of $50 million. This facility is guaranteed by MICSA.. Later on, in January 2018, Telemovil El Salvador entered into a second amended and restated agreement with Scotiabank for a third tranche of $50 million with variable rate and with a 5-year bullet repayment, also guaranteed by MICSA.

In addition, the company executed an interest rate swap with Scotiabank to fix interest rates for up to $100 million of the outstanding debt.

On June 3, 2016, Telemovil El Salvador, S.A. de C.V. executed a $30 million credit facility with Citibank N.A., for general corporate purposes maturing in June 2021 and bearing variable interest rate per annum. The facility is guaranteed by MICSA..

In March 2018, Telemovil El Salvador executed a $100 million credit facility with DNB at a variable rate facility with DNB and Nordea with a 5-year bullet repayment.The facility is guaranteed by MICSA..

In June 2020, Telemovil El Salvador. S.A de C.V repaid in its entirety $150 million of the principal under a credit agreement dated January 2018 entered into with the Bank of Nova Scotia, as lender, and the Company as guarantor.

8. Luxembourg

In April 2019, MICSA. entered into a $300 million term facility agreement arranged by DNB Bank ASA, Sweden Branch and Nordea Bank Abp, Filial i Sverige. This facility has a variable interest rate and is fully drawn as at December 31, 2019 and is due on April 2024. In November 2020, MICSA prepaid the total $300 million facility.

F-60

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

In March 2020, MICSA drew down $400 million from the $600 million revolving credit facility it entered into in January 2017 (the "RCF"). $337 million was disbursed in March 2020 and the remaining $63 million in April 2020. The draw down had an initial six-month term and Millicom had the option to extend up to January 2022 (the maturity date of the RCF). The RCF was fully repaid on June 29, 2020.

In October 2020, MICSA. entered into a 5 year, $600 million ESG-linked revolving credit facility (the "Facility") with a syndicate of 11 commercial banks. This facility will be used to refinance the above existing multi-currency revolving credit facility which was due to expire in 2022 and for general corporate purposes.

Right of set-off and derecognition

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

A financial asset (or a part of a financial asset or part of a group of similar financial assets) is derecognized when:

•    Rights to receive cash flows from the asset have expired; or

•    Rights to receive cash flows from the asset or obligations to pay the received cash flows in full without material delay have been transferred to a third party under a “pass-through” arrangement; and the Group has either transferred substantially all the risks and rewards of the asset or the control of the asset.

When rights to receive cash flows from an asset have been transferred or a pass-through arrangement concluded, an evaluation is made if and to what extent the risks and rewards of ownership have been retained. When the Group has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

A financial liability is derecognized when the obligation under the liability is discharged or canceled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of income.

C.3.3. Interest and other financial expenses

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

	December 31
	2020	2019	2018
	(US$ millions)
Interest expense on bonds and bank financing	(386)	(348)	(234)
Interest expense on leases	(156)	(157)	(91)
Early redemption charges	(15)	(10)	(4)
Others	(67)	(47)	(37)
Total interest and other financial expenses	(624)	(564)	(367)

C.3.4. Guarantees and pledged assets

Guarantees

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognized, less cumulative amortization.

F-61

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Liabilities to which guarantees are related are recorded in the consolidated statement of financial position under Debt and financing, and liabilities covered by supplier guarantees are recorded under Trade payables or Debt and financing, depending on the underlying terms and conditions.

Maturity of guarantees

	At December 31, 2020	At December 31, 2019
Terms	Outstanding and Maximum exposure(i)(ii)	Outstanding and Maximum exposure(i)(ii)
	(US$ millions)
0-1 year	59	29
1-3 years	227	134
3-5 years	—	300
Total	287	464

(i)    The outstanding exposure represents the carrying amount of the related liability at December 31.

(ii)    The maximum exposure represents the total amount of the Guarantee at December 31.

Pledged assets

As at December 31, 2020, the Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to cover letters of credit, or guarantees issued was $287 million (December 31, 2019: $464 million). Assets pledged by the Group over these debts and financings amounted to nil at December 31, 2020 (December 31, 2019: $1 million). The remainder represented primarily guarantees issued by Millicom S.A. to guarantee financings raised by other Group operating entities.

In addition to the above, on June 4, 2019, MIC Tanzania Public Limited Company entered into a loan facility agreement which was further amended and restated on December 12, 2019, with the Standard Bank of South Africa acting as an agent and a consortium of banks acting as the original lenders. The facility agreement, maturing in 2025, has an all asset debenture securing the whole amount, as well as a pledge over the shares of the immediate holding company of the borrower.

C.3.5. Covenants

Millicom’s financing facilities are subject to a number of covenants including net leverage ratio, debt service coverage ratios, or debt to earnings ratios, among others. In addition, certain of its financings contain restrictions on sale of businesses or significant assets within the businesses. At December 31, 2020, there were no breaches of financial covenants.

C.4. Lease liabilities

At December 31, 2020, lease liabilities are presented in the statement of financial position as follows:

	December 31, 2020	December 31, 2019(i)
	(US$ millions)
Current	123	107
Non-Current	897	988
Total Lease liabilities	1,021	1,096

(i)    Restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

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

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

F-62

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

	2020	2019
	(US$ millions)
Expense relating to short-term leases (included in cost of sales and operating expenses)	(1)	(5)

The total cash outflow for leases in 2020 was $267 million (2019: $249 million). Lease liabilities split by maturity and future cash outflows are disclosed in note D.5..

At December 31, 2020, the Group has not committed to any material leases which had not yet commenced and has no material lease contracts with variable lease payments.

The Group's leasing activities and how these are accounted for

The Group leases various lands, sites, towers (including those related to towers sold and leased back), offices, warehouses, retail stores, equipment and cars. Rental contracts are typically made for fixed periods but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Through December 31, 2018, leases of property, plant and equipment were classified as either finance or operating leases. Under IAS 17, leases which transferred substantially all risks and benefits incidental to ownership of the leased item to the lessee were capitalized at the inception of the lease. The amount capitalized was the lower of the fair value of the asset or the present value of the minimum lease payments. Payments made under operating leases (net of any incentives received from the lessor) were charged to the statement of income on a straight-line basis over the period of the lease.

Still under IAS 17, the sale and leaseback of towers and related site operating leases and service contracts were accounted for in accordance with the underlying characteristics of the assets, and the terms and conditions of the lease agreements. When sale and leaseback agreements were concluded, the portions of assets that will not be leased back by Millicom were classified as assets held for sale as completion of their sale was highly probable. Asset retirement obligations related to the towers were classified as liabilities directly associated with assets held for sale. On transfer to the tower companies, the portion of the towers leased back were accounted for as operating leases or finance leases according to the criteria set out above. The portion of towers being leased back represented the dedicated part of each tower on which Millicom’s equipment was located and was derived from the average technical capacity of the towers. Rights to use the land on which the towers were located were accounted for as operating leases, and costs of services for the towers were recorded as operating expenses. The gain on disposal was recognized upfront for the portion of towers that is not leased back, and was deferred and recognized over the term of the lease for the portion leased back.

From January 1, 2019, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the reduction of the liability and finance cost. The finance cost is charged to the statement of income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

•fixed payments (including in-substance fixed payments), less any lease incentives receivable

•variable lease payment that are based on an index or a rate

•amounts expected to be payable by the lessee under residual value guarantees

•the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. As it is generally impracticable to determine that rate, the Group uses the lessee’s incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The incremental borrowing rate applied can have a significant impact on the net present value of the lease liability recognized under IFRS 16.

The Group determines the incremental borrowing rate by country and by considering the risk-free rate, the country risk, the industry risk, the credit risk and the currency risk, as well as the lease and payment terms and dates.

The Group is also exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is adjusted against the right-of-use asset by discounting the revised lease payments using either the initial discount rate or a revised discount rate. The initial discount rate is used if future lease payments are reflecting market or index rates or if they are in

F-63

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

substance fixed. The discount rate is revised, if a change in floating interest rates occurs. The Group reassesses the variable payment only when there is a change in cash flows resulting from a change in the reference index or rate and not at each reporting date.

According to IFRS 16, lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both: (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate if the lessee is reasonably certain not to exercise that option. The assessment of such options is performed at the commencement of a lease. As part of the assessment, Millicom introduced the 'time horizon concept': the reasonable term under which the company expects to use a leased asset considering economic incentives, management decisions, business plans and the fast-paced industry Millicom operates in. The assessment must be focused on the economic incentives for Millicom to exercise (or not) an option to early terminate/extend a contract. The Group has decided to work on the basis the lessor will generally accept a renewal/not early terminate a contract, as there is an economic incentive to maintain the contractual relationship.

Millicom considered the specialized nature of most of its assets under lease, the low likelihood the lessor can find a third party to substitute Millicom as a lessee and past practice to conclude that, the lease term can go beyond the notice period when there is more than an insignificant penalty for the lessor not to renew the lease. This analysis requires judgment and has a significant impact on the lease liability recognized under IFRS 16.

Under IFRS 16, the accounting for sale and leaseback transactions has changed as the underlying sale transaction needs to be first analyzed using the guidance of IFRS 15. The seller/lessee recognizes a right-of-use asset in the amount of the proportional original carrying amount that relates to the right of use retained. Accordingly, only the proportional amount of gain or loss from the sale must be recognized. The impact from sale and leaseback transactions was not material for Millicom Group as of the date of initial application.

Finally, the Group has taken the additional following decisions when adopting the standard:

•Non-lease components are capitalized (IFRS16.15)

•Intangible assets are out of IFRS 16 scope (IFRS16.4)

C.5. Cash and deposits

C.5.1. Cash and cash equivalents

	2020	2019
	(US$ millions)
Cash and cash equivalents in USD	619	834
Cash and cash equivalents in other currencies	256	330
Total cash and cash equivalents	875	1,164

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Cash deposits with banks with maturities of more than three months that generally earn interest at market rates are classified as time deposits.

C.5.2. Restricted cash

	2020	2019
	(US$ millions)
Mobile Financial Services	192	150
Others	7	5
Restricted cash	199	155

Cash held with banks related to MFS which is restricted in use due to local regulations is denoted as restricted cash. The increase is in line with the current increase in digital transactions due to the pandemic.

F-64

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.5.3. Pledged deposits

Pledged deposits represent contracted cash deposits with banks that are held as security for debts at corporate or operational entity level. Millicom is unable to access these funds until either the relevant debt is repaid or alternative security is arranged with the lender.

At December 31, 2020, there were no non-current pledged deposits (2019: nil).

At December 31, 2020, current pledged deposits amounted to nil (2019: $1 million).

C.6. Net financial obligations

Net financial obligations

	2020	2019
	(US$ millions)
Total debt and financing	5,691	5,972
Lease liabilities (i)	1,021	1,096
Gross financial obligations	6,711	7,068
Less:
Cash and cash equivalents	(875)	(1,164)
Pledged deposits	—	(1)
Time deposits related to bank borrowings	—	(1)
Net financial obligations at the end of the year	5,837	5,902
Add (less) derivatives related to debt (note D.1.2.)	12	(17)
Net financial obligations including derivatives related to debt	5,849	5,885

i)    2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

	Assets		Liabilities from financing activities
	Cash and cash equivalents	Other	Bond and bank debt and financing	Lease liabilities (i)	Total
Net financial obligations as at January 1, 2019	528	2	4,227	898	4,596
Cash flows	638	—	1,743	(107)	998
Scope Changes	16	—	74	210	269
Recognition / Remeasurement	—	—	—	109	109
Interest accretion	—	—	8	—	8
Foreign exchange movements	(8)	—	(16)	(6)	(14)
Transfers to/from assets held for sale	(9)	—	(53)	(8)	(52)
Transfers	—	—	3	—	3
Other non-cash movements	—	—	(14)	—	(14)
Net financial obligations as at December 31, 2019	1,164	2	5,972	1,096	5,902
Cash flows	(272)	(2)	(274)	(121)	(121)
Scope changes	—	—	—	—	—
Recognition / Remeasurement	—	—	—	68	68
Interest accretion	—	—	16	1	17
Foreign exchange movements	(17)	—	(10)	(30)	(22)
Transfers to/from assets held for sale	—	—	—	—	—
Transfers	—	—	(3)	6	3
Other non-cash movements	—	—	(10)	—	(10)
Net financial obligations as at December 31, 2020	875	—	5,691	1,021	5,837

i)    2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

F-65

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.7. Financial instruments

i) Equity and debt instruments

Classification

The Group classifies its financial assets in the following measurement categories:

•those to be measured subsequently at fair value either through Other Comprehensive Income (OCI), or through profit or loss, and

•those to be measured at amortized cost.

The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments:

•Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains / (losses), together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated statement of income.

•    FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in ‘Other non-operating (expenses) income, net’. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses and impairment expenses are presented as ‘Other non-operating (expenses) income, net’ in the consolidated statement of income.

•    FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within ‘Other non-operating (expenses) income, net’ in the period in which it arises.

Equity instruments

The Group subsequently measures all equity investments at fair value. The Group does not hold equity instruments for trading. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Purchases and sales of equity instruments are recognized as of their settlement date. Dividends from such investments continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established.

Otherwise, changes in the fair value of financial assets at FVPL are recognized in ‘Other non-operating (expenses) income, net’ in the consolidated statement of income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

F-66

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Impairment

From January 1, 2018, the Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the trade receivables.

The provision is recognized in the consolidated statement of income within Cost of sales.

ii)    Derivative financial instruments and hedging activities

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at fair value at each subsequent closing date. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as either:

a)    Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge); or

b)    Hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).

For transactions designated and qualifying for hedge accounting, at the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. This is done in reference to the Group Treasury Policy as last updated and approved by the Audit Committee in late 2020. The Group also documents its assessment, both at hedge inception and on an ongoing basis (quarterly), of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

The full fair value of a hedging instrument is classified as a non-current asset or liability when the period to maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability when the remaining period to maturity of the hedged item is less than 12 months.

The change in fair value of hedging instruments that are designed and qualify as fair value hedges is recognized in the statement of income as finance costs or income. The change in fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the statement of income as finance costs or income.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. Gains or loss relating to any ineffective portion is recognized immediately in the statement of income within Other non-operating (expenses) income, net. Amounts accumulated in equity are reclassified to the statement of income in the periods when the hedged item affects profit or loss.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time is recycled to the statement of income within Other non-operating (expenses) income, net.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income within Other non-operating (expenses) income, net.

C.7.1. Fair value measurement hierarchy

Millicom uses the following fair value measurement hierarchy:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade ratings. Interest rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employ the use of markets observable data. The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, interest rate curves and forward curves.

F-67

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.7.2. Fair value of financial instruments

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

Fair values of financial instruments at December 31,

		Carrying value		Fair value
	Note	2020	2019	2020	2019
		(US$ millions)
Financial assets
Derivative financial instruments		24	—	24	—
Other non-current assets		77	66	77	66
Trade receivables, net		351	371	351	371
Amounts due from non-controlling interests, associates and joint venture partners	G.5.	296	68	296	68
Prepayments and accrued income		149	156	149	156
Supplier advances for capital expenditures		21	22	21	22
Call option (ii)	C.7.4.	3	—	3	—
Equity Investments	C.7.3.	160	371	160	371
Other current assets		181	192	181	192
Restricted cash	C.5.2.	199	155	199	155
Cash and cash equivalents	C.5.1.	875	1,164	875	1,164
Total financial assets		2,337	2,564	2,337	2,564
Current		2,143	2,460	2,143	2,460
Non-current		194	104	194	104
Financial liabilities
Debt and financing (i)	C.3.	5,691	5,972	5,572	6,229
Trade payables		334	289	334	289
Payables and accruals for capital expenditure		345	348	345	348
Derivative financial instruments		16	17	16	17
Put option liability	C.7.4.	262	264	262	264
Amounts due to non-controlling interests, associates and joint venture partners	G.5.	339	498	339	498
Accrued interest and other expenses		445	432	445	432
Other liabilities		885	399	885	399
Total financial liabilities		8,317	8,219	8,198	8,475
Current		2,145	1,949	2,145	1,949
Non-current		6,173	6,270	6,054	6,527

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

(ii)    Measured with reference to Level 3, using a Monte Carlo option pricing model.

F-68

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.7.3. Equity investments

As at December 31, 2020 and 2019, Millicom has the following investments in equity instruments:

	2020	2019
	(US$ millions)
Investment in Jumia	—	32
Investment in HT	160	338
Equity investment - total	160	371

Jumia Technologies AG (“Jumia”)

Jumia indirectly owns a number of companies that provide online services and online marketplaces in certain countries in Africa.

In January 2019, Millicom was diluted in the capital of the company following the entry of a new investor. This triggered the recognition of a net dilution gain of $7 million in January 2019. In addition, during Q1 2019, in preparation of Jumia's IPO, Millicom relinquished its seat on the board of directors, which resulted in the loss of the Group's significant influence over Jumia. As a result, Millicom derecognized its investment in associate in Jumia and recognized it as a financial asset (equity instrument) at fair value under IFRS 9. On April 11, 2019, Jumia completed its IPO at the offer price per share of $14.5 and shares started trading on the NYSE on April 12, 2019. As a result, as of March 31, 2019, a net gain of $30 million had been recognized and reported under ‘Income (loss) from associates, net’. Post IPO, Millicom held 6.31% of the outstanding shares of Jumia.

In the course of June 2020, Millicom disposed of its entire stake in Jumia for a total net consideration of $29 million, triggering a net gain on disposal of $15 million recorded in the statement of income under ‘other operating income (expenses), net’. The changes in fair value prior to the disposal were shown under "Other non-operating (expenses) income, net" (note B.5.).

Helios Towers plc (“HT”)

In October 2019, Helios Towers plc (a company inserted as the holding company of HTA just prior to IPO) completed its IPO on the London Stock Exchange at a price of GBP 1.15 per share valuing the company at enterprise value of approximately $2.0 billion and a market capitalization of $1.45 billion.

As part of the listing process, on October 17, 2019, Millicom first was diluted as HT management exercised their IPO option rights (~4%). This event triggered the recognition of a non-cash dilution loss of $3 million recorded under ‘Income/(loss) from other joint ventures and associates’.

On the same day, Millicom resigned from its board of directors seats, which resulted in the loss of the Group's significant influence over HT. As a result, as from that date, Millicom derecognized its investment in associate in HT and recognized it as a financial asset at fair value under IFRS 9. The derecognition of the investment in associate and recognition of the equity investment in HT at a fair value of $292 million triggered the recognition of a net non-cash gain of $208 million recorded under ‘Other non-operating income (expense), net’ in the Group's statement of income. Fair value was determined using the IPO reference share price of GBP1.15.

As a result of the IPO and the subsequent exercise of the overallotment option, Millicom disposed of a portion of its ownership (in total ~20%) yielding $57 million in gross proceeds and $25 million in net proceeds after fees and Millicom's share in tax escrow of $30 million which has been deducted in full from the gain given the high level of uncertainties used in assessing the potential tax liability. These disposals triggered a loss of $32 million, as a result of the tax escrow and transaction fees, and are recorded under ‘Other operating income (expenses), net’.

During 2020, Millicom disposed of a total of 85 million shares that it owned in HT for a total net consideration of GBP 130 million ($169 million), triggering a total net gain on disposal of $6 million recorded in the statement of income under ‘Other operating income (expenses), net’.

As a result of these transactions, at December 31, 2020, Millicom owns a remaining shareholding of 7.6% in HT (2019:16.2%), valued at $160 million (level 1) at the December 31, 2020 share price (£1.53). The changes in fair value are shown under 'Other non-operating (expenses) income, net' (see note B.5.).

F-69

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

C.7.4. Call and put options

Cable Onda call and put options

As part of the acquisition of Cable Onda, the shareholders agreed on certain put and call options as follows - as amended subsequent to the acquisition of Telefonica Panama:

The 'Transaction Price' call and put options are conditional to the occurrence of certain events, such as change of control of Millicom or at any time if Millicom's non-controlling partners’ shareholdings fall below 10%, and become exercisable on the date of the Telefonica Panama closing (August 29, 2019) and extending until June 13, 2022. These put and call options are exercisable at the purchase price in the Cable Onda transaction (enterprise value of $1.46 billion), plus interest at 5% per annum (put) and at 10% per annum (call), respectively. From June 14, 2022, up to July 14, 2022, both options will be unconditional.

In addition, the parties agreed on 'Unconditional' call and put options to acquire the remaining 20% non-controlling interest in Cable Onda becoming exercisable at any time from July 15, 2022, both, at fair market value.

Millicom determined that the 'Transaction Price' put option could be exercised as a result of events falling outside of Millicom's control, and therefore that it met the criteria under IAS 32 for recognition as a liability and a corresponding equity decrease. The put option liability would be payable in Millicom's shares or in cash at the discretion of the partner. Therefore, Millicom recorded a liability for the put option at acquisition completion date of $239 million representing the present value of the redemption amount. As of December 31, 2020, the value of the 'Transaction Price' put option is lower than the 'Unconditional' put option's value, and therefore the Group recognized the put option liability at the higher of both valuations at $262 million (December 31, 2019: $264 million).

At December 31, 2020.The 'Transaction Price' call option has been valued at $3 million (December 31, 2019: nil) using a Monte Carlo simulation model. At December 31, 2020, the 'Unconditional' call option will be exercisable at fair market value and has therefore no value as at December 31, 2020 (December 31, 2019: nil).

The changes in value of the call option asset and put option liability are recorded in the Group's statement of income (see note B.5.).

D. Financial risk management

Exposure to interest rate, foreign currency, non-repatriation, liquidity, capital management and credit risks arise in the normal course of Millicom’s business. Each year Group Treasury revisits and presents to the Audit committee updated Group Treasury policy. The Group analyzes each of these financial risks individually as well as on an interconnected basis and defines and implements strategies to manage the economic impact on the Group’s performance in line with its policy. This policy was last reviewed in late 2020. As part of the annual review of the above mentioned risks, the Group agrees to a strategy over the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Company targets to reach 40% of debt in local currency over the medium term) to maintain a combination of up to 75/25% mix between fixed and floating rate debt or agreeing to cover up to six months forward of operating costs and capex denominated in non-functional currencies through a rolling and layering strategy. Millicom’s risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading.

Accounting policies for derivatives is further detailed in note C.7. On December 31, 2020 and 2019 fair value of derivatives held by the Group can be summarized as follows:

	2020	2019
	(US$ millions)
Derivatives
Cash flow hedge derivatives	12	(17)
Net derivative asset (liability)	12	(17)

D.1. Interest rate risk

Debt and financing issued at floating interest rates expose the Group to cash flow interest rate risk. Debt and financing issued at fixed rates expose the Group to fair value interest rate risk. The Group’s exposure to risk of changes in market interest rates relate to both of the above. To manage this risk, the Group’s policy is to maintain a combination of fixed and floating rate debt with target that more than 75% of the debt be at fixed rate. The Group actively monitors borrowings against this target. The target mix between fixed and floating rate debt is reviewed periodically. The purpose of Millicom’s policy is to achieve an optimal balance between cost of funding and volatility of financial results, while considering market conditions as well as our overall business strategy. At

F-70

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

December 31, 2020, approximately 84% of the Group’s borrowings are at a fixed rate of interest or for which variable rates have been swapped for fixed rates with interest rate swaps (2019: 76%).

D.1.1. Fixed and floating rate debt

Financing at December 31, 2020

	Amounts due within:
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Fixed rate financing	80		90		268		561		269		3,498		4,766
Floating rate financing	33		17		171		250		197		256		926
Total	113		107		439		811		467		3,755		5,691
Weighted average nominal interest rate	4.65	%	4.95	%	5.76	%	4.15	%	5.09	%	5.21	%	4.90	%

Financing at December 31, 2019

	Amounts due within:
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Fixed rate financing	118		117		118		332		431		3,428		4,543
Floating rate financing	68		38		27		185		654		457		1,429
Total	186		155		145		517		1,085		3,884		5,972
Weighted average nominal interest rate	5.10	%	4.55	%	4.34	%	5.81	%	4.73	%	5.24	%	4.82	%

A 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 2020 would increase or reduce profit before tax from continuing operations for the year by approximately $9 million (2019: $14 million).

D.1.2. Interest rate swap contracts

From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest rates and currency fluctuations in accordance with its Financial Risk Management policy. Details of these arrangements are provided below.

MIC S.A. entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the SEK 2 billion (~$211 million) senior unsecured sustainability bond issued in May 2019 (note C.3.1.). These swaps are accounted for as cash flow hedges as the timing and amounts of the cash flows under the swap agreements match the cash flows under the SEK bond. Their maturity date is May 2024. The hedging relationship is highly effective and related fluctuations are recorded through other comprehensive income. At December 31, 2020, the fair values of the swaps amount to an asset of $23 million. (December 31, 2019: a liability of $0.2 million).

In addition, Colombia, El Salvador and Costa Rica operations have also entered into several swap agreements in order to hedge foreign currency and interest rate risks on certain long term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded through other comprehensive income. At December 31, 2020, the fair value of El Salvador swaps amount to a liability of $3 million (December 31, 2019: a liability of $3 million), Costa Rica swaps amount to a liability of $5 million and an asset of $1 million (December 31, 2019: liability of $14 million) and the fair value of Colombia swaps amount to a liability of $7 million (December 31, 2019: nil).

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

There are no other derivative financial instruments with a significant fair value at December 31, 2020.

D.2. Foreign currency risks

The Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

F-71

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

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

D.2.1. Debt denominated in US dollars and other currencies

Debt denomination at December 31

	2020	2019
	(US$ millions)
Debt denominated in US dollars	3,384	3,535
Debt denominated in currencies of the following countries
Colombia	614	531
Tanzania	40	14
Bolivia	337	350
Paraguay	180	206
El Salvador(i)	118	268
Panama(i)	869	918
Luxembourg (COP denominated)	41	43
Costa Rica	107	107
Total debt denominated in other currencies	2,307	2,437
Total debt	5,691	5,972

(i) El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. Our local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).

At December 31, 2020, if the US dollar had weakened/strengthened by 10% against the other functional currencies of our operations and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $45 million (2019: $17 million). This increase/decrease in profit before tax would have mainly been as a result of the conversion of the USD-denominated net debts in our operations with functional currencies other than the US dollar.

D.2.2. Foreign currency swaps

See note D.1.2. Interest rate swap contracts.

D.3. Non-repatriation risk

Most of Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Group and in the currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds to the Company.

Although foreign exchange controls exist in some of the countries in which Millicom Group companies operate, none of these controls currently significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, existing foreign exchange controls may be strengthened in countries where the Group operates, or foreign exchange controls may be introduced in countries where the Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be subsequently restricted, which would impact the Company’s ability to make payments on its interest and loans and, or pay dividends to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use of notional and physical cash pooling arrangements in hard currencies to the extent permitted.

In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency

F-72

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

and exchange risk, which could have an adverse effect on the Group. This is a relatively rare case for the countries in which the Group operates.

Lastly, repatriation most often results in taxation, which is evidenced in the amount of taxes paid by the Group relative to the Corporate Income Tax reported in its statement of income.

D.4. Credit and counterparty risk

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

A large portion of revenue of the Group is comprised of prepaid products and services. For postpaid customers, the Group follows risk control procedures to assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Accounts receivable also comprise balances due from other telecom operators. Credit risk of other telecom operators is limited due to the regulatory nature of the telecom industry, in which licenses are normally only issued to credit-worthy companies. The Group maintains a provision for expected credit losses of trade receivables based on its historical credit loss experience.

As the Group has a large number of internationally dispersed customers, there is generally no significant concentration of credit risk with respect to trade receivables, except for certain B2B customers (mainly governments). See note F.1.

D.5. Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group has significant indebtedness but also has significant cash balances. Millicom evaluates its ability to meet its obligations on an ongoing basis using a recurring liquidity planning tool. This tool considers the operating net cash flows generated from its operations and the future cash needs for borrowing, interest payments, dividend payments and capital and operating expenditures required in maintaining and developing its operating businesses.

The Group manages its liquidity risk through use of bank overdrafts, bank loans, bonds, vendor financing, Export Credit Agencies and Development Finance Institutions (DFI) loans. Millicom believes that there is sufficient liquidity available in the markets to meet ongoing liquidity needs. Additionally, Millicom is able to arrange offshore funding. Millicom has a diversified financing portfolio with commercial banks representing about 20% of its gross financing (2019: 26%), bonds 64% (2019: 58%), Development Finance Institutions 1% (2019: 1%) and leases 15% (2019: 15%).

F-73

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Maturity profile of net financial liabilities at December 31, 2020

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(113)	(1,824)	(3,755)	(5,691)
Lease liability	(123)	(525)	(373)	(1,021)
Cash and equivalents	875	—	—	875
Pledged deposits (related to back borrowings)	—	—	—	—
Refundable deposit	—	—	—	—
Derivative financial instruments	—	12	—	12
Net cash (debt) including derivatives related to debt	639	(2,336)	(4,128)	(5,825)
Future interest commitments related to debt and financing	(311)	(1,069)	(104)	(1,484)
Future interest commitments related to leases	(146)	(410)	(203)	(759)
Trade payables (excluding accruals)	(576)	—	—	(576)
Other financial liabilities (including accruals)	(1,185)	(29)	—	(1,214)
Put option liability	(262)	—	—	(262)
Trade receivables	351	—	—	351
Other financial assets	568	167	—	735
Net financial liabilities	(922)	(3,676)	(4,435)	(9,034)

Maturity profile of net financial liabilities at December 31, 2019

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(186)	(1,902)	(3,884)	(5,972)
Lease liability(i)	(107)	(490)	(498)	(1,096)
Cash and equivalents	1,164	—	—	1,164
Pledged deposits (related to back borrowings)	1	—	—	1
Refundable deposit	—	—	—	—
Derivative financial instruments	(17)	—	—	(17)
Net cash (debt) including derivatives related to debt	855	(2,392)	(4,383)	(5,920)
Future interest commitments related to debt and financing	(308)	(1,088)	(106)	(1,502)
Future interest commitments related to leases	(157)	(476)	(295)	(928)
Trade payables (excluding accruals)	(510)	—	—	(510)
Other financial liabilities (including accruals)	(1,052)	(337)	—	(1,389)
Put option liability	(264)	—	—	(264)
Trade receivables	371	—	—	371
Other financial assets	613	104	—	717
Net financial liabilities	(452)	(4,189)	(4,784)	(9,425)

(i)    Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

D.6. Capital management

The primary objective of the Group’s capital management is to ensure a strong credit rating and solid capital ratios in order to support its business and maximize shareholder value.

The Group manages its capital structure with reference to local economic conditions and imposed restrictions such as debt covenants. To maintain or adjust its capital structure, the Group may make dividend payments to shareholders, return capital to shareholders through share repurchases or issue new shares. At December 31, 2020, Millicom was rated at one notch below

F-74

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

investment grade by the independent rating agencies Moody’s (Ba1 stable) and Fitch (BB+ stable). The Group primarily monitors capital using net financial obligations to EBITDA.

The Group reviews its gearing ratio (net financial obligations divided by total capital plus net financial obligations) periodically. Net financial obligations includes interest bearing debt and lease liabilities, less cash and cash equivalents (included restricted cash) and pledged and time deposits related to bank borrowings. Capital represents equity attributable to the equity holders of the parent.

Net financial obligations to EBITDA

	Note	2020	2019
	(US$ millions)
Net financial obligations (ii)	C.6.	5,837	5,902
EBITDA	B.3.	1,495	1,530
Net financial obligations to EBITDA (i)		3.90	3.86

(i) The ratio is above 3.0x on an IFRS basis. However, according to the terms of the indenture, this ratio is calculated differently, resulting in a ratio below 3.0x for covenant purposes.

(ii) 2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

Gearing ratio

	Note	2020	2019
	(US$ millions)
Net financial obligations (i)	C.6.	5,837	5,902
Equity attributable to Owners of the Company	C.1.	2,059	2,410
Net financial obligations and equity		7,896	8,312
Gearing ratio		0.74	0.71

(i) 2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

E. Long-term assets

E.1. Intangible assets

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

E.1.1. Accounting for intangible assets

Intangible assets acquired in business acquisitions are initially measured at fair value at the date of acquisition, and those which are acquired separately are measured at cost. Internally generated intangible assets, excluding capitalized development costs, are not capitalized but expensed to the statement of income in the expense category consistent with the function of the intangible assets. Subsequently intangible assets are carried at cost, less any accumulated amortization and any accumulated impairment losses.

Intangible assets with finite useful lives are amortized over their estimated useful economic lives using the straight-line method and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed at least at each financial year end. Changes in expected useful lives or the expected beneficial use of the assets are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.

Amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense category consistent with the function of the intangible assets.

Goodwill

Goodwill represents the excess of cost of an acquisition over the Group’s share in the fair value of identifiable assets less liabilities and contingent liabilities of the acquired subsidiary, at the date of the acquisition. If the fair value or the cost of the acquisition can only be determined provisionally, then goodwill is initially accounted for using provisional values. Within 12 months of the acquisition date, any adjustments to the provisional values are recognized. This is done when the fair values and the cost of the

F-75

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

acquisition have been finally determined. Adjustments to provisional fair values are made as if the adjusted fair values had been recognized from the acquisition date. Goodwill on acquisition of subsidiaries is included in intangible assets, net. Goodwill on acquisition of joint ventures or associates is included in investments in joint ventures and associates. Following initial recognition, goodwill is measured at cost, less any accumulated impairment losses. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in this manner is measured, based on the relative values of the operation disposed and the portion of the cash-generating unit retained.

Licenses

Licenses are recorded at either historical cost or, if acquired in a business combination, at fair value at the date of acquisition. Cost includes cost of acquisition and other costs directly related to acquisition and retention of licenses over the license period. These costs may include estimates related to fulfillment of terms and conditions related to the licenses such as service or coverage obligations, and may include up-front and deferred payments.

Licenses have a finite useful life and are carried at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the licenses over their estimated useful lives.

The terms of licenses, which have been awarded for various periods, are subject to periodic review for, among other things, rate setting, frequency allocation and technical standards. Licenses are initially measured at cost and are amortized from the date the network is available for use on a straight-line basis over the license period. Licenses held, subject to certain conditions, are usually renewable and generally non-exclusive. When estimating useful lives of licenses, renewal periods are included only if there is evidence to support renewal by the Group without significant cost.

Trademarks and customer lists

Trademarks and customer lists are recognized as intangible assets only when acquired or gained in a business combination. Their cost represents fair value at the date of acquisition. Trademarks and customer lists have indefinite or finite useful lives. Indefinite useful life trademarks are tested for impairment annually. Finite useful life trademarks are carried at cost, less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of the trademarks and customer lists over their estimated useful lives. The estimated useful lives for trademarks and customer lists are based on specific characteristics of the market in which they exist. Trademarks and customer lists are included in Intangible assets, net.

Estimated useful lives are:

	Years
Estimated useful lives
Trademarks	1 to 15
Customer lists	4 to 20

Programming and content rights

Programming and content master rights which are purchased or acquired in business combinations which meet certain criteria are recorded at cost as intangible assets. The rights must be exclusive, related to specific assets which are sufficiently developed, and probable to bring future economic benefits and have validity for more than one year. Cost includes consideration paid or payable and other costs directly related to the acquisition of the rights, and are recognized at the earlier of payment or commencement of the broadcasting period to which the rights relate.

Programming and content rights capitalized as intangible assets have a finite useful life and are carried at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the rights over their estimated useful lives.

Non-exclusive and programming and content rights for periods less than one year are expensed over the period of the rights.

Indefeasible rights of use

There is no universally-accepted definition of an indefeasible rights of use (IRU). These agreements come in many forms. However, the key characteristics of a typical arrangement include:

•    The right to use specified network infrastructure or capacity;

•    For a specified term (often the majority of the useful life of the relevant assets);

•    Legal title is not transferred;

F-76

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

•    A number of associated service agreements including operations and maintenance (O&M) and co-location agreements. These are typically for the same term as the IRU; and

•    Any payments are usually made in advance.

IRUs are accounted for either as a lease, or service contract based on the substance of the underlying agreement.

IRU arrangements will qualify as a lease if, and when:

•    The purchaser has an exclusive right for a specified period and has the ability to resell (or sublet) the capacity; and

•    The capacity is physically limited and defined; and

•    The purchaser bears all costs related to the capacity (directly or not) including costs of operation, administration and maintenance; and

•    The purchaser bears the risk of obsolescence during the contract term.

If all of these criteria are not met, the IRU is treated as a service contract.

An IRU of network infrastructure (cables or fiber) is accounted for as a right of use asset (see E.3.), while capacity IRU (wavelength) is accounted for as an intangible asset.

The costs of an IRU recognized as service contract is recognized as prepayment and amortized in the statement of income as incurred over the duration of the contract.

E.1.2. Impairment of non-financial assets

At each reporting date Millicom assesses whether there is an indication that a non-financial asset may be impaired. If any such indication exists, or when annual impairment testing for a non-financial asset is required, an estimate of the asset’s recoverable amount is made. The recoverable amount is determined based on the higher of its fair value less cost to sell, and its value in use, for individual assets, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Where no comparable market information is available, the fair value, less cost to sell, is determined based on the estimated future cash flows discounted to their present value using a discount rate that reflects current market conditions for the time value of money and risks specific to the asset. The foregoing analysis also evaluates the appropriateness of the expected useful lives of the assets. Impairment losses related to assets of continuing operations are recognized in the consolidated statement of income in expense categories consistent with the function of the impaired asset.

At each reporting date an assessment is made as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. Other than for goodwill, a previously recognized impairment loss is reversed if there has been a change in the estimate used to determine the asset’s recoverable amount since the last impairment loss was recognized. If so, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss.

After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

E.1.3. Movements in intangible assets

On May 20, 2019, the Group renewed 10MHz of the 1900 MHz spectrum in Colombia for a period of 10 years for an amount of $47 million (payable in five installments from June 2019 to February 2023) and an obligation to build 45 sites during the 20-month period following the renewal (approximately $20 million cost, that will be capitalized once the sites are built). In December 2019, the company substituted its coverage obligation by agreeing to pay the corresponding amount of $20 million in cash in 6 installments between January to June 2020. As a result, Management recognized an addition to spectrum assets and a liability for $20 million.

On July 9, 2019, the Tanzania Communications Regulatory Authority ('TCRA') issued a notice to cancel the license of Telesis, a subsidiary of Millicom in Tanzania that shared its 4G spectrum with Tigo and Zantel operations in the country. The net carrying value of the Telesis' license amounting to $8 million was therefore impaired during Q3 2019. As a consequence and in order to continue providing 4G services in the country, our operation in Tanzania had to purchase spectrum in the 800MHz band from the TCRA for a period of 15 years and for an amount of $12 million.

F-77

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

In December 2019, Millicom's wholly-owned subsidiary Telemovil El Salvador S.A. de C.V. ('Telemovil') acquired 50Mhz spectrum in the AWS band and paid an advance of $14 million. On January 8, 2020, Telemovil made a final payment of $20 million and started operating the spectrum.

In December 2019, Tigo Colombia participated in an auction launched by the Ministerio de Tecnologias de la Informacion y las Comunicaciones (MINTIC), and acquired licenses granting the right to use a total of 40 MHz in the 700 MHz band. The 20-year license will expire in 2040. As a result of this auction,Tigo Colombia has strengthened its spectrum position, which also includes 55 MHz in the 1900 band and 30 MHz of AWS. Tigo Colombia agreed to a total notional consideration of COP 2.45 billion (equivalent to approximately $710 million using the December 31, 2020 exchange rate), of which approximately 55% is payable in cash and 45% in coverage obligations to be met by 2025.

An initial payment of approximately $33 million was made in 2020, with the remainder payable in 12 annual installments beginning in 2026 and ending in 2037. The 55% cash portion bears interest at the Colombia-10 years Treasury Bond rate. In April and May 2020, local management received permission to operate 40 Mhz in the 700 MHz band and accounted for the spectrum as an Intangible asset at an amount of $388 million corresponding to the net present value of the future payments, plus other costs directly attributable to this acquisition. The related future interest commitments will be recognized as interest expense over the next 17 years. The remaining 45% consideration due as coverage obligations are currently being estimated and will be recognized in the statement of financial position as incurred.

Movements in intangible assets in 2020

	Goodwill	Licenses	Customer Lists	IRUs	Trademark	Other (i)	Total
	(US$ millions)
Opening balance, net	1,684	468	470	107	183	282	3,195
Change in scope	—	—	—	—	—	—	—
Additions	—	421	—	—	—	99	520
Amortization charge	—	(71)	(44)	(13)	(106)	(84)	(318)
Impairment	—	—	—	—	—	—	—
Disposals, net	—	—	—	14	—	—	13
Transfers	—	3	—	(18)	—	(1)	(16)
Exchange rate movements	(26)	49	(3)	(3)	—	(8)	10
Closing balance, net	1,659	870	423	86	77	289	3,403
Cost or valuation	1,659	1,305	630	196	323	840	4,953
Accumulated amortization and impairment	—	(435)	(207)	(111)	(246)	(550)	(1,550)
Net	1,659	870	423	86	77	289	3,403

Movements in intangible assets in 2019

	Goodwill	Licenses	Customer Lists	IRUs	Trademark	Other (i)	Total
	(US$ millions)
Opening balance, net	1,069	318	371	89	282	218	2,346
Change in scope (ii)	623	142	137	10	—	24	936
Additions	—	101	—	—	—	101	202
Amortization charge	—	(55)	(37)	(14)	(99)	(67)	(272)
Impairment	—	(8)	—	—	—	—	(8)
Disposals, net	—	—	—	—	—	—	—
Transfers	—	(5)	—	23	—	15	33
Transfer to/from held for sale	—	(18)	—	—	—	(3)	(21)
Exchange rate movements	(7)	(8)	(1)	—	—	(4)	(21)
Closing balance, net	1,684	468	470	107	183	282	3,195
Cost or valuation	1,684	926	688	214	325	809	4,647
Accumulated amortization and impairment	—	(458)	(218)	(107)	(142)	(527)	(1,451)
Net	1,684	468	470	107	183	282	3,195

F-78

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

(i)    Other includes mainly software costs

(ii)     Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

E.1.4. Cash used for the purchase of intangible assets

Cash used for intangible asset additions

	2020	2019	2018
	(US$ millions)
Additions	520	202	158
Change in accruals and payables for intangibles	(315)	(32)	(10)
Cash used for additions	202	171	148

E.1.5. Goodwill

Allocation of Goodwill to cash generating units (CGUs), net of exchange rate movements and after impairment

	2020	2019
	(US$ millions)
Panama (see note A.1.2.)(i)	907	907
El Salvador	194	194
Costa Rica	115	123
Paraguay	47	50
Colombia	173	181
Tanzania (see note E.1.6.)	12	12
Nicaragua (see note A.1.2)(i)	207	213
Other	3	3
Total	1,659	1,684

(i) Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

E.1.6. Impairment testing of goodwill

Goodwill from CGUs is tested for impairment at least each year and more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment losses on goodwill are not reversed.

Goodwill arising on business combinations is allocated to each of the Group’s CGUs or groups of CGUs that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is allocated:

•    Represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and

•    Is not larger than an operating segment.

Impairment is determined by assessing the value-in-use and, if appropriate, the fair value less costs to sell of the CGU (or group of CGUs), to which goodwill relates.

Impairment testing at December 31, 2020

Goodwill was tested for impairment by assessing the recoverable amount against the carrying amount of the CGU based on discounted cash flows. The recoverable amounts are based on value-in-use. The value-in-use is determined based on the method of discounted cash flows. The cash flow projections used (operating profit margins, income tax, working capital, capex and license renewal cost) are extracted from business plans approved by management and presented to the Board, covering a fifteen-year planning horizon. The Group uses a fifteen-year planning horizon to obtain a stable business outlook, in particular due to the long investment cycles in the industry and the long-term planned and expected investments in licenses and spectrum. Cash flows beyond this period are extrapolated using a perpetual growth rate. When value-in-use results are lower than the carrying values of the CGUs, management determines the recoverable amount by using the fair value less cost of disposal (FVLCD) of the CGUs. FVLCD is usually determined by using recent offers received from third parties (Level 1).

F-79

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

For the year ended December 31, 2020, management concluded that no impairment should be recorded in the Group consolidated financial statements.

Impairment testing at December 31, 2019

For the year ended December 31, 2019, management concluded that no impairment should be recorded in the Group consolidated financial statements.

Key assumptions used in value in use calculations

The process of preparing the cash flow projections considers the current market condition of each CGU, analyzing the macroeconomic, competitive, regulatory and technological environments, as well as the growth opportunities of the CGUs. Therefore, a growth target is defined for each CGU, based on the appropriate allocation of operating resources and the capital investments required to achieve the target. The foregoing forecasts could differ from the results obtained through time; however, the Company prepares its estimates based on the current situation of each of the CGUs. Relevance of budgets used for the impairment test is also reviewed annually, with management performing regressive analysis between actual figures and budget/Long Range Plans (LRPs) used for previous year impairment test.

The cash flow projections for all CGUs is most sensitive to the following key assumptions:

•EBITDA margin is determined by dividing EBITDA by total revenues.

•CAPEX intensity is determined by dividing CAPEX by total revenues.

•Perpetual growth rate does not exceed the countries' GDP.

•Weighted average cost of capital (“WACC”) is used to discount the projected cash flows.

The most significant estimates used for the 2020 and 2019 impairment test are shown below:

CGU	Average EBITDA margin (%) (i)		Average CAPEX intensity (%) (i)		Perpetual growth rate (%)		WACC rate after tax (%)
	2020	2019	2020	2019	2020	2019	2020	2019
Bolivia	39.2	42.0	16.8	18.4	1.0	1.5	11.5	10.7
Colombia	35.7	34.1	17.7	17.7	2.0	1.9	8.3	8.6
Costa Rica	32.9	36.3	17.8	23.3	2.0	1.9	12.1	10.1
El Salvador	35.4	33.4	14.0	15.2	1.0	0.8	13.8	10.7
Nicaragua (see note A.1.2)	45.6	33.7	15.9	16.2	3.0	2.0	13.8	10.9
Panamá (see note A.1.2)	48.2	42.6	17.5	14.8	1.0	1.5	7.6	8.3
Paraguay	44.3	46.9	15.6	16.0	1.0	1.6	8.4	9.0
Tanzania	39.5	31.2	11.7	12.2	1.0	1.5	13.8	14.4

(i) Average is computed over the period covered by the plan.

Sensitivity analysis to changes in assumptions

Management performed a sensitivity analysis on key assumptions within the test. The following maximum increases or decreases, expressed in percentage points, were considered for all CGUs:

Reasonable changes in key assumptions (%)
Financial variables
WACC rates	+/-1
Perpetual growth rates	+/-1
Operating variables
EBITDA margin	+/-2
CAPEX intensity	+/-1

The sensitivity analysis shows a comfortable headroom between the recoverable amounts and the carrying values for all CGUs at December 31, 2020, except for El Salvador, Colombia and Nicaragua CGUs (the latter includes both the legacy fixed business and the

F-80

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

recently acquired Telefonica's assets). The following changes in key assumptions would trigger a potential impairment, which would mainly be due to the current political and economic turmoil caused by the pandemic:

Changes in key assumptions that would trigger a potential impairment	CGU
	El Salvador	Colombia	Nicaragua
Financial variables
WACC rate	+86bps	+85bps	+57bps
Operating variables
Average EBITDA margin	-147bps	-160bps	-183bps

E.2. Property, plant and equipment

E.2.1. Accounting for property, plant and equipment

Items of property, plant and equipment are stated at either historical cost, or the lower of fair value and present value of the future minimum lease payments for assets under finance leases, less accumulated depreciation and accumulated impairment. Historical cost includes expenditure that is directly attributable to acquisition of items. The carrying amount of replaced parts is derecognized.

Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset and the remaining life of the license associated with the assets, unless the renewal of the license is contractually possible.

Estimated useful lives	Duration
Buildings	40 years or lease period, if shorter
Networks (including civil works)	5 to 15 years or lease period, if shorter
Other	2 to 7 years

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The assets’ residual value and useful life is reviewed, and adjusted if appropriate, at each statement of financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.

Construction in progress consists of the cost of assets, labor and other direct costs associated with property, plant and equipment being constructed by the Group, or purchased assets which have yet to be deployed. When the assets become operational, the related costs are transferred from construction in progress to the appropriate asset category and depreciation commences.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Ongoing routine repairs and maintenance are charged to the statement of income in the financial period in which they are incurred.

Costs of major inspections and overhauls are added to the carrying value of property, plant and equipment and the carrying amount of previous major inspections and overhauls is derecognised.

Equipment installed on customer premises which is not sold to customers is capitalized and amortized over the customer contract period.

A liability for the present value of the cost to remove an asset on both owned and leased sites (for example cell towers) and for assets installed on customer premises (for example set-top boxes), is recognized when a present obligation for the removal exists. The corresponding cost of the obligation is included in the cost of the asset and depreciated over the useful life of the asset, or lease period if shorter.

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of that asset when it is probable that such costs will contribute to future economic benefits for the Group and the costs can be measured reliably.

F-81

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

E.2.2. Movements in tangible assets

Movements in tangible assets in 2020

	Network Equipment (ii)	Land and Buildings	Construction in Progress	Other(i)	Total
	(US$ millions)
Opening balance, net	2,212	206	355	127	2,899
Additions	31	—	606	11	649
Disposals, net	31	(2)	(2)	(41)	(13)
Depreciation charge	(644)	(22)	—	(83)	(749)
Asset retirement obligations	17	2	—	—	19
Transfers	588	5	(644)	75	24
Transfer from/(to) assets held for sale (see note E.4)	1	1	—	—	3
Exchange rate movements	(62)	(5)	(7)	(2)	(77)
Closing balance, net	2,175	185	308	87	2,755
Cost or valuation	6,423	329	308	407	7,466
Accumulated amortization and impairment	(4,248)	(144)	—	(320)	(4,711)
Net at December 31, 2020	2,175	185	308	87	2,755

Movements in tangible assets in 2019

	Network equipment	Land and buildings	Construction in progress	Other(i)	Total
	(US$ millions)
Opening balance, net	2,149	175	284	156	2,764
Change in Scope (ii)	201	48	14	9	272
Additions	87	4	612	16	719
Impairments/reversal of impairment, net	—	—	—	1	1
Disposals, net	(8)	(1)	(6)	(3)	(19)
Depreciation charge	(588)	(13)	—	(110)	(711)
Asset retirement obligations	14	5	—	—	19
Transfers	444	4	(537)	64	(24)
Transfers from/(to) assets held for sale (see note E.4.)(iv)	(61)	(14)	(7)	(5)	(88)
Exchange rate movements	(25)	(2)	(6)	(1)	(34)
Closing balance, net	2,212	206	355	127	2,899
Cost or valuation	6,655	364	355	477	7,851
Accumulated amortization and impairment	(4,443)	(158)	—	(351)	(4,952)
Net at December 31, 2019	2,212	206	355	127	2,899

(i)    Other mainly includes office equipment and motor vehicles.

(ii)     Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Borrowing costs capitalized for the years ended December 31, 2020, 2019 and 2018 were not significant.

F-82

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

E.2.3. Cash used for the purchase of tangible assets

Cash used for property, plant and equipment additions

	2020	2019	2018
	(US$ millions)
Additions	649	719	698
Change in advances to suppliers	(4)	1	2
Change in accruals and payables for property, plant and equipment	(22)	17	(25)
Finance leases(i)	(1)	(1)	(43)
Cash used for additions	622	736	632

(i)As a result of the application of IFRS 16 finance leases were reclassified to lease liabilities on January 1, 2019. See above in the "New and amended IFRS accounting standards" for further information.

E.3. Right of use assets

Right-of-use assets are measured at cost comprising the following:

•the amount of the initial measurement of lease liability

•any lease payments made at or before the commencement date less any lease incentives received

•any initial direct costs, and

•restoration costs

Refer to note C.4. for further details on lease accounting policies.

Movements in right of use assets in 2020

Right-of-use assets	Land and buildings	Sites rental	Tower rental	Other network equipment	Capacity	Other	Total
	(US$ millions)
Opening balance, net	148	101	729	16	15	3	1,012
Change in scope	—	—	—	—	—	—	—
Additions	41	2	23	18	1	1	86
Modifications	9	10	(27)	(1)	—	—	(8)
Impairments	(1)	—	—	—	—	—	(1)
Disposals	(10)	(1)	—	(1)	—	—	(12)
Depreciation	(38)	(17)	(88)	(8)	(1)	(2)	(155)
Asset retirement obligations	—	1	—	—	—	(1)	—
Transfers	—	—	(2)	5	—	1	4
Exchange rate movements	(3)	(2)	(27)	—	—	—	(32)
Closing balance, net	147	93	607	31	14	2	895
Cost of valuation	206	127	839	42	18	6	1,238
Accumulated depreciation and impairment	(59)	(34)	(232)	(12)	(4)	(3)	(343)
Net at December 31, 2020	147	93	607	31	14	2	895

In early 2020, and following a change in regulation in Colombia, future lease payments for the use of certain public assets have been significantly decreased. This triggered a lease modification and a decrease of the related lease liabilities (and right-of-use assets) of approximately $45 million.

Except for the change above, there have been no other unusual significant events affecting lease liabilities (and right-of-use assets) during the year ended December 31, 2020.

F-83

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Movements in right of use assets in 2019

Right-of-use assets	Land and buildings	Sites rental	Tower rental	Capacity	Other network equipment	Other	Total
	(US$ millions)
Opening balance, net	154	67	623	—	9	4	856
Change in scope (i)	3	58	130	13	8	—	212
Additions	25	4	67	2	1	1	102
Modifications	6	(2)	7	—	—	—	11
Impairments	(1)	—	—	—	—	—	(1)
Disposals	(4)	(4)	(1)	—	—	—	(10)
Depreciation	(35)	(16)	(86)	—	(2)	(2)	(141)
Asset retirement obligations	—	—	—	—	—	—	—
Transfers	—	—	1	—	—	—	1
Transfers to/from assets held for sale	(1)	(5)	(3)	—	—	—	(9)
Exchange rate movements	—	(2)	(7)	—	—	—	(10)
Closing balance, net	148	101	729	15	16	3	1,012
Cost of valuation	181	119	905	18	19	8	1,250
Accumulated depreciation and impairment	(34)	(18)	(176)	(2)	(3)	(5)	(238)
Net at 31 December 2019	148	101	729	15	16	3	1,012

(i)     Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Tower Sale and Leaseback

In 2017 and 2018, the Group announced agreements to sell and leaseback wireless communications towers in Paraguay, Colombia and El Salvador. Total gain on sale recognized in 2020 was nil (2019: $5 million, 2018: $61 million) and cash received from these sales were nil, $22 million and $141 million, respectively.

E.4. Assets held for sale

If Millicom decides to sell subsidiaries, investments in joint ventures or associates, or specific non-current assets in its businesses, these items qualify as assets held for sale if certain conditions are met.

E.4.1. Classification of assets held for sale

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

F-84

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

E.4.2. Millicom’s assets held for sale

The following table summarizes the nature of the assets and liabilities reported under assets held for sale and liabilities directly associated with assets held for sale as at December 31, 2020 and 2019:

	December 31,
	2020	2019
	(US$ millions)
Assets and liabilities reclassified as held for sale ($ millions)
Towers Colombia (see note E.4.1.)	1	2
Towers El Salvador (see note E.4.1.)	—	1
Towers Zantel	—	1
Total assets of held for sale	1	5
Total liabilities directly associated with assets held for sale	—	—
Net assets held for sale / book value	1	5

Chad

As mentioned in note A.1.3., on June 26, 2019, the Group completed the disposal of its operations in Chad for a cash consideration of $110 million. On the same date, Chad was deconsolidated and a gain on disposal of $77 million, net of costs of disposal of $4 million, was recognized. Foreign currency exchange losses accumulated in equity of $8 million have also been recycled in the statement of income accordingly. The resulting net gain of $70 million has been recognized under ‘Profit (loss) for the period from discontinued operations, net of tax’. The operating net loss of the operation for the period from January 1, 2019 to June 26, 2019 was $5 million.

In August 2020, the Group and the buyer of our operations in Chad agreed on a final price adjustment of $8 million in favor of the buyer. This price adjustment has been disbursed in September 2020 and recorded under the results from discontinued operations in the Group's statement of income.

The assets and liabilities deconsolidated on the date of the disposal were as follows:

Assets and liabilities held for sale ($ millions)	June 26, 2019
Intangible assets, net	18
Property, plant and equipment, net	89
Right of use assets	9
Other non-current assets	8
Current assets	34
Cash and cash equivalents	9
Total assets of disposal group held for sale	168
Non-current financial liabilities	8
Current liabilities	131
Total liabilities of disposal group held for sale	140
Net assets held for sale at book value	28

Senegal

As mentioned in note A.1.3. Millicom announced that it had agreed to sell its Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and Teylium Group. The sale was completed on April 27, 2018 in exchange of a final cash consideration of $151 million. The operations in Senegal were deconsolidated from that date resulting in a net gain on disposal of $6 million, including the recycling of foreign currency exchange losses accumulated in equity since the creation of the local operations. This gain has been recognized under ‘Profit (loss) for the year from discontinued operations, net of tax’.

The assets and liabilities were transferred to assets held for sale in relation to our operations in Senegal as at February 7, 2017 and therefore classified as held for sale as at December 31, 2017.

Rwanda

As mentioned in note A.1.3. on December 19, 2017, Millicom announced that it has signed an agreement for the sale of its Rwanda operations to subsidiaries of Bharti Airtel Limited.for a final cash consideration of $51 million, including a deferred cash payment due in January 2020 for an amount of $18 million which has been settled in January 2020. The transaction also included earn-outs for $7 million that are not recognized by the Group. The sale was completed on January 31, 2018. On that day, Millicom's operations in Rwanda have been deconsolidated and no material loss on disposal was recognized (its carrying value was aligned to its fair value

F-85

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

less costs of disposal as of December 31, 2017). However, a loss of $32 million was recognized in 2019 corresponding to the recycling of foreign currency exchange losses accumulated in equity since the creation of the local operation. This loss has been recognized under ‘Profit (loss) for the year from discontinued operations, net of tax’.

In accordance with IFRS 5, the Group’s businesses in Chad (Q2 2018), Rwanda (Q1 2018), and Senegal (Q1 2017) had been classified as assets held for sale and their results were classified as discontinued operations. Comparative figures of the statement of income had therefore been restated accordingly. Financial information relating to the discontinued operations for the year ended December 31, 2020, 2019 and 2018 is set out below. Figures shown below are after intercompany eliminations.

Results from discontinued operations

	December 31
	2020	2019	2018
	(US$ millions)
Revenue	—	50	189
Cost of sales	—	(14)	(51)
Operating expenses	(4)	(29)	(83)
Other expenses linked to the disposal of discontinued operations	(9)	(10)	(10)
Depreciation and amortization	—	(11)	(27)
Other operating income (expenses), net	—	—	(9)
Gain/(loss) on disposal of discontinued operations	—	74	(29)
Operating profit (loss)	(12)	61	(21)
Interest income (expense), net	—	(2)	(6)
Other non-operating (expenses) income, net	—	—	(2)
Profit (loss) before taxes	(12)	59	(29)
Credit (charge) for taxes, net	—	(2)	(4)
Net profit/(loss) from discontinuing operations	(12)	57	(33)

Cash flows from discontinued operations

	December 31
	2020	2019	2018
	(US$ millions)
Cash from (used in) operating activities, net	—	(8)	(38)
Cash from (used in) investing activities, net	—	5	8
Cash from (used in) financing activities, net	—	7	11

F. Other assets and liabilities

F.1. Trade receivables

Millicom’s trade receivables mainly comprise interconnect receivables from other operators, postpaid mobile and residential cable subscribers, as well as B2B customers. The nominal value of receivables adjusted for impairment approximates the fair value of trade receivables.

	2020	2019
	(US$ millions)
Gross trade receivables	649	636
Less: provisions for expected credit losses	(298)	(265)
Trade receivables, net	351	371

F-86

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Aging of trade receivables

	Neither past due nor impaired	Past due (net of impairments)
		30–90 days	>90 days	Total
	(US$ millions)
2020:
Telecom operators	15	7	3	25
Own customers	167	65	34	266
Others	34	19	8	60
Total	216	90	45	351
2019:
Telecom operators	23	9	8	40
Own customers	177	63	29	270
Others	40	15	5	60
Total	241	88	43	371

Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for expected credit losses. The Group recognizes an allowance for expected credit losses (ECLs) applying a simplified approach in calculating the ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime of ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision for expected credit losses is recognized in the consolidated statement of income within Cost of sales.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those maturing more than 12 months after the end of the reporting period. These are classified within non-current assets. Loans and receivables are carried at amortized cost using the effective interest method. Gains and losses are recognized in the statement of income when the loans and receivables are derecognized or impaired, as well as through the amortization process.

F.2. Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Inventories

	2020	2019
	(US$ millions)
Telephone and equipment	23	18
SIM cards	4	3
IRUs	—	3
Other	10	9
Inventory at December 31,	37	32

F.3. Trade payables

Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method where the effect of the passage of time is material.

From time to time, the Group enters into agreements to extend payment terms with various suppliers, and with factoring companies when such payments are discounted. The corresponding amount pending payment as of December 31, 2020, is recognized in Trade payables for an amount of $46 million (2019: $40 million).

F-87

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

F.4. Current and non-current provisions and other liabilities

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain.

The expense relating to any provision is presented in the statement of income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, risks specific to the liability. Where discounting is used, increases in the provision due to the passage of time are recognized as interest expenses.

F.4.1. Current provisions and other liabilities

Current

	2020	2019
	(US$ millions)
Deferred revenue	78	77
Customer deposits	14	14
Current legal provisions	22	36
Tax payables	72	74
Customer and MFS distributor cash balances	186	141
Withholding tax on payments to third parties	6	15
Other provisions	—	3
Other current liabilities(i)	133	113
Total	511	474

(i) Includes $44 million (2019: $38 million) of tax risk liabilities not related to income tax.

F.4.2. Non-current provisions and other liabilities

Non-current

	2020	2019
	(US$ millions)
Non-current legal provisions	30	18
Long-term portion of asset retirement obligations	107	96
Long-term portion of deferred income on tower sale and leasebacks recognized under IAS 17	57	68
Long-term employment obligations	67	71
Other non-current liabilities	67	68
Total	328	322

F.5. Assets and liabilities related to contract with customers

Contract assets, net

	2020	2019
	(US$ millions)
Long-term portion	6	6
Short-term portion	28	37
Less: provisions for expected credit losses	(2)	(2)
Total	31	41

F-88

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

Contract liabilities

	2020	2019
	(US$ millions)
Long-term portion	2	1
Short-term portion	89	81
Total	90	82

The Group recognized revenue for $82 million in 2020 (2019: $87 million) that was included in the contract liability balance at the beginning of the year.

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at December 31, 2020 is $59 million ($59 million is expected to be recognized as revenue in the 2021 financial year and the remaining $1 million in the 2022 financial year or later) (i).

(i) This amount does not consider contracts that have an original expected duration of one year or less, neither contracts in which consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e. billing corresponds to accounting revenue).

Contract costs, net (i)

	2020	2019
	(US$ millions)
Net at January 1	5	4
Contract costs capitalized	1	7
Amortization of contract costs	(1)	(6)
Net at December 31	5	5

(i)    Incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that Millicom otherwise would have recognized is one year or less.

G. Additional disclosure items

G.1. Fees to auditors

	2020	2019	2018
	(US$ millions)
Audit fees	5.8	6.8	6.7
Audit related fees	0.5	1.3	0.4
Tax fees	0.1	0.1	0.2
Other fees	0.1	0.6	0.6
Total	6.4	8.8	7.7

G.2. Capital and operational commitments

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

G.2.1. Capital commitments

At December 31, 2020, the Company and its subsidiaries had fixed commitments to purchase network equipment, land and buildings, other fixed assets and intangible assets of $564 million of which $400 million are due within one year (December 31, 2019: $122 million of which $102 million were due within one year). Increase is mainly due to the newly acquired spectrum license by Tigo Colombia and the related network coverage obligations. The Group’s share of commitments from the joint ventures is, respectively $69 million and $52 million. (December 31, 2019: $52 million and $51 million, respectively).

F-89

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

G.3. Contingent liabilities

G.3.1. Litigation and legal risks

The Company and its operations are contingently liable with respect to lawsuits, legal, regulatory, commercial and other legal risks that arise in the normal course of business. As of December 31, 2020, the total amount of claims brought against Millicom and its subsidiaries is $288 million (December 31, 2019: $204 million). The increase is mainly due to the complaint explained below. The Group's share of the comparable exposure for joint ventures is $14 million (December 31, 2019: $4 million).

As at December 31, 2020, $45 million has been provided by its subsidiaries for these risks in the consolidated statement of financial position (December 31, 2019: $30 million). The Group’s share of provisions made by the joint ventures was $3 million (December 31, 2019: $3 million). While it is not possible to ascertain the ultimate legal and financial liability with respect to these claims and risks, the ultimate outcome is not anticipated to have a material effect on the Group’s financial position and operations.

On May 25, 2020, as a result of the termination of the Costa Rica acquisition (see Note A.1.2.), Telefonica filed a complaint, followed by an amended complaint on August 3, 2020, against us in the Supreme Court of New York. The amended complaint asserts claims for breach of contract and alleges, among other things, that we were required to close because the closing conditions specified in the sale and purchase agreement for the acquisition had been satisfied. The complaint seeks, among other relief, a declaration of Telefonica’s rights, and unspecified damages, costs, and fees. We believe the complaint is without merit and that our position will ultimately be vindicated through the judicial process.

Other

At December 31, 2020, Millicom has various other less significant claims which are not disclosed separately in these consolidated financial statements because they are either not material or the related risk is remote.

G.3.2. Tax related risks and uncertain tax position

The Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in some cases, it is difficult to predict the ultimate outcome. Therefore, judgment is required to determine liabilities for taxes.

In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, the Group assumes that a taxation authority with the right to examine amounts reported to it will examine those amounts and have full knowledge of all relevant information when making those examinations.

The Group has a process in place, and applies significant judgment, in identifying uncertainties over income tax treatments. Management considers whether or not it is probable that a taxation authority will accept an uncertain tax treatment. On that basis, the identified risks are split into three categories (i) remote risks (risk of outflow of tax payments are up to 20%), (ii) possible risks (risk of outflow of tax payments assessed from 21% to 49%) and probable risks (risk of outflow is more than 50%). The process is repeated every quarter by the Group.

If the Group concludes that it is probable or certain that the taxation authority will accept the tax treatment, the risks are categorized either as possible or remote, and it determines the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. The risks considered as possible are not provisioned but disclosed as tax contingencies in the Group consolidated financial statements while remote risks are neither provisioned nor disclosed.

If the Group concludes that it is probable that the taxation authority will not accept the Group’s interpretation of the uncertain tax treatment, the risks are categorized as probable, and are presented to reflect the effect of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates by generally using the most likely amount method – the single most likely amount in a range of possible outcomes.

If an uncertain tax treatment affects both deferred tax and current tax, the Group makes consistent estimates and judgments for both. For example, an uncertain tax treatment may affect both taxable profits used to determine the current tax and tax bases used to determine deferred tax.

If facts and circumstances change, the Group reassesses the judgments and estimates regarding the uncertain tax position taken.

At December 31, 2020, the tax risks exposure of the Group's subsidiaries is estimated at $339 million, for which provisions of $77 million have been recorded in tax liabilities; representing the probable amount of eventual claims and required payments related to

F-90

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

those risks (2019: $300 million of which provisions of $50 million were recorded). The Groups' share of comparable tax exposure and provisions in its joint ventures amounts to $69 million (2019: $49 million) and $7 million (2019: $4 million), respectively.

G.4. Non-cash investing and financing activities

Non-cash investing and financing activities from continuing operations

	Note	2020	2019	2018
		(US$ millions)
Investing activities
Acquisition of property, plant and equipment, including (finance) leases	E.2.2.	(27)	17	(65)
Asset retirement obligations	E.2.2.	19	19	15
Financing activities
(Finance) Leases	C.4.	(1)	(1)	(43)
Share based compensation	B.4.1.	24	27	21

G.5. Related party balances and transactions

The Group’s significant related parties are:

•    Until November 14, 2019, date on which Millicom SDRs were paid out to the shareholders of Kinnevik (see 'Introduction' note), Kinnevik AB (Kinnevik) was Millicom’s previous principal shareholder;

•    Helios Towers Africa Ltd (HTA), in which Millicom held a direct or indirect equity interest - until October 15, 2019, date on which Millicom lost significant influence on HTA and started accounting for its investments at fair value under IFRS 9 (see note A.3.1.and C.7.3.

•    EPM and subsidiaries (EPM), the non-controlling shareholder in our Colombian operations (see note A.1.4.);

•    Miffin Associates Corp and subsidiaries (Miffin), our joint venture partner in Guatemala.

•    Cable Onda partners and subsidiaries, the non-controlling shareholders in our Panama operations (see note A.1.2.).

Kinnevik

Until November 14, 2019, Kinnevik was Millicom's principal shareholder, owning approximately 37% of Millicom. Kinnevik is a Swedish holding company with interests in the telecommunications, media, publishing, paper and financial services industries.

During 2020, 2019 and 2018, Kinnevik did not purchase any Millicom shares. There were no significant loans made by Millicom to or for the benefit of Kinnevik or Kinnevik controlled entities.

During 2019 and 2018, the Company purchased services from Kinnevik subsidiaries including fraud detection, procurement and professional services. Transactions and balances with Kinnevik Group companies are disclosed under 'Other' in the tables below.

Helios Towers

Millicom sold its tower assets and leased back a portion of space on the towers in several African countries and contracted for related operation and management services with HTA. The Group has future lease commitments in respect of the tower companies (see note E.4.). As mentioned above, Helios Towers ceased to be a related party to the Group from October 15, 2019.

Empresas Públicas de Medellín (EPM)

EPM is a state-owned, industrial and commercial enterprise, owned by the municipality of Medellin, and provides electricity, gas, water, sanitation, and telecommunications. EPM owns 50% of our operations in Colombia.

Miffin Associates Corp (Miffin)

The Group purchases and sells products and services from and to the Miffin Group. Transactions with Miffin represent recurring commercial operations such as purchase of handsets, and sale of airtime.

Cable Onda Partners

Our partners in Panama are the non-controlling shareholders of Cable Onda and own 20% of the company, and indirectly 20% of Grupo de Comunicaciones Digitales S.A. (formerly Telefonica Moviles Panama, S.A.), which had been acquired by Cable Onda in

F-91

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

August 2019. Additionally, they also hold interests in several entities which have purchasing and selling recurring commercial operations with Cable Onda (such as the sale of content costs, delivery of broadband services, etc.). Transactions and balances with Cable Onda Partners companies are disclosed under 'Other' in the tables below given their individual immateriality.

Expenses from transactions with related parties	2020	2019	2018
	(US$ millions)
Purchases of goods and services from Miffin	(216)	(214)	(175)
Purchases of goods and services from EPM	(37)	(42)	(40)
Lease of towers and related services from HTA(i)	—	(146)	(28)
Other expenses	(57)	(10)	(1)
Total	(310)	(412)	(244)

(i) HTA ceased to be a related party on October 15, 2019. See note C.7.3. for further details.

Income and gains from transactions with related parties	2020	2019	2018
	(US$ millions)
Sale of goods and services to Miffin	327	306	284
Sale of goods and services to EPM	15	13	17
Other revenue	2	3	2
Total	343	322	303

As at December 31, the Company had the following balances with related parties:

	December 31
	2020	2019
	(US$ millions)
Liabilities
Payables to Guatemala joint venture(i)	231	361
Payables to Honduras joint venture(ii)	103	133
Payables to EPM	20	37
Payables to Panama non-controlling interests	1	—
Other accounts payable	1	—
Total	356	531

(i)    Shareholder loans bearing interest. Out of the amount above, $29 million are due over more than one year.

(ii)    Amount payable mainly consist of dividend advances for which dividends are expected to be declared later in 2021 and/or shareholder loans.

	December 31
	2020	2019
	(US$ millions)
Assets
Receivables from EPM	3	3
Receivables from Guatemala joint venture (i)	206	11
Receivables from Honduras joint venture (ii)	84	11
Receivables from Panama non-controlling interests	1	—
Receivable from AirtelTigo Ghana (iii)	—	43
Other accounts receivable	5	4
Total	299	73

(i) In October 2020, Millicom granted a shareholder loan of $193 million to Guatemala (out of which $39 million is due after more than one year as of December 31, 2020). The loan bears interests at 4% p.a. and is repayable by January 13, 2022, at the latest. Together with other shareholder and external financings, the proceeds were used to repay the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 (note A.2.2.).

F-92

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

(ii)    In November 2020, our operations in Honduras completed a shareholding restructuring whereby Telefonica Cellular S.A. acquired the shares of Navega S.A. de CV from its existing shareholders. The sale consideration will be payable in several installments with a final settlement in November 2023. As of December 31, 2020, $51 million out of a total receivable of $79 million is due after more than one year and therefore disclosed in non-current assets. The disposal also triggered the recognition of a net gain of $ 4 million, under ‘Other operating income (expenses), net’ in the Group's statement of income, corresponding to the portion of gain realized on the unrelated investors' interests in the joint venture (i.e. 33.33%).

(iii)    In 2020, and as a result of the significant deterioration of the credit risk of AirtelTigo Ghana, combined with other unfavorable economic factors, Millicom concluded that this related party loan was underperforming and should be impaired. As a consequence, the Group fully impaired this receivable of $45 million during the year, disclosed under ' Other operating income (expenses), net' in the income statement.

H. IPO – Millicom’s operations in Tanzania

The Tanzanian government has implemented legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a Tanzanian public offering. The Group is currently planning for the IPO of our Tanzanian operation pursuant to the legislation and have filed a draft prospectus with the Tanzania Capital Market and Securities Authority in December 2019. The Regulator has since requested the Group to retain an underwriter to ensure the success of the IPO. Together with its investment bank advisers, the Group is seeking an underwriter active in the Tanzanian and Eastern African markets, a process currently underway.

F-93

Notes to the Consolidated Financial Statements
For the years ended December 31, 2020, 2019 and 2018

I. Subsequent events

2026, 2028 and 2029 Senior Notes

On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. This redemption follows Millicom’s announcement dated February 11, 2021. Total consideration of approximately $180 million was funded from cash, consistent with the Company's decision to prioritize debt reduction.

Colombia bond

On February 16, 2021, Millicom’s subsidiary UNE EPM Telecomunicaciones S.A (“UNE”) issued, under the approved local bond program, a COP 485,680 million bond (approximately $138 million) with 3 maturities: a “Serie 7 years at 5.56% fixed rate”, a “Serie 10 years at CPI plus 2.61% margin” and a "15 years at CPI plus 3.18% margin”. The use of proceeds will be mainly for local USD debt refinancing, to improve UNE’s natural hedge against local currency, and also to extend maturities.

F-94

EX-4.2

Execution Version

$600,000,000

REVOLVING CREDIT AGREEMENT

dated as of October 15, 2020 among

MILLICOM INTERNATIONAL CELLULAR S.A.,

as Borrower,

THE LENDERS NAMED HEREIN,

as Lenders,

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

BNP PARIBAS,

as Documentation Agent,

DNB BANK ASA, SWEDEN BRANCH,

as ESG Coordinator, and

THE BANK OF NOVA SCOTIA, and

BGL BNP PARIBAS S.A.

as Joint Bookrunners and Joint Mandated Lead Arrangers

0010146-0000535 NYO1: 2000703970.1

Article I Definitions    1

Section 1.01    Defined Terms    1

Section 1.02    Classification of Loans and Borrowings    49

Section 1.03    Terms Generally    49

Section 1.04    Accounting Terms; IFRS    49

Section 1.05    Rounding    50

Section 1.06    Time of Day    50

Section 1.07    Currency Equivalents    50

Section 1.08    LIBOR Notification    50

Section 1.09    Cashless Roll    51

Section 1.10    Luxembourg Terms    51

Article II The Credits    51

Section 2.01    Commitments    51

Section 2.02    Loans and Borrowings    51

Section 2.03    Requests for Borrowings    52

Section 2.04    Incremental Facilities    53

Section 2.05    Swingline Loans.    55

Section 2.06    Letters of Credit    56

Section 2.07    Funding of Borrowings    64

Section 2.08    Interest Elections    65

Section 2.09    Termination and Reduction of Commitments    66

Section 2.10    Repayment of Loans; Evidence of Debt.    67

Section 2.11    Prepayment of Loans; Evidence of Debt.    67

Section 2.12    Fees    68

Section 2.13    Interest    69

Section 2.14    Alternate Rate of Interest    70

Section 2.15    Increased Costs    70

Section 2.16    Break Funding Payments    72

Section 2.17    Payments Free of Taxes    73

Section 2.18    Payments Genera lly; Pro Rata Treatment; Sharing of Set-offs    78

Section 2.19    Mitigation Obligations; Replacement of Lenders    80

Section 2.20    Defaulting Lenders    81

Section 2.21    Designation of Additional Borrowers    83

Section 2.22    Extension of Maturity Date    86

Section 2.23    Effect of Benchmark Transition Event    88

Section 2.24    Illegality    92

Section 2.25    Financial Calculations for Limited Condition Transactions    93

Article III Representations and Warranties    94

Section 3.01    Organization; Powers    94

Section 3.02    Power and Authority; Enforceability    94

Section 3.03    Validity and Admissibility into Evidence    94

Section 3.04    Non-Conflict with Other Obligations    94

Section 3.05    Financial Statements; No Material Adverse Change    94

Section 3.06    Properties; Intellectual Property    95

Section 3.07    Litigation    95

1

0010146-0000535 NYO1: 2000703970.1

TABLE OF CONTENTS

Page

Section 3.08    Compliance with Laws; Environmental Compliance; No Default or Event of Default    95

Section 3.09    Investment Company Status    96

Section 3.10    Taxes    96

Section 3.11    ERISA.    96

Section 3.12    No Misleading Information    97

Section 3.13    Sanctions Laws; Anti-Corruption, Anti-Bribery, Anti-Money Laundering Laws and Regulations    97

Section 3.14    Federal Reserve Board Regulations    98

Section 3.15    Solvency    98

Section 3.16    Centre of Main Interest and Establishment    98

Section 3.17    Governing Law and Enforcement    98

Section 3.18    Pari Passu Ranking    98

Article IV CONDITIONS PRECEDENT    98

Section 4.01    Conditions Precedent to the Closing Date    98

Section 4.02    Conditions Precedent to Each Credit Event    100

Article V Affirmative Covenants    101

Section 5.01    Financial Statements; Ratings Cha nge and Other Information    101

Section 5.02    Notices of Material Events    102

Section 5.03    Existence; Conduct of Business; Authorizations    102

Section 5.04    Payment of Material Obligations    103

Section 5.05    Maintenance of Properties; Insurance    103

Section 5.06    Books and Records; Inspection Rights    104

Section 5.07    Compliance with Laws    104

Section 5.08    Environmental Compliance    104

Section 5.09    Legal Fees    104

Section 5.10    Pari Passu Ranking    105

Section 5.11    Centre of Main Interest and Establishment    105

Article VI Negative Covenants    105

Section 6.01    Fundamental Changes, Asset Dispositions    105

Section 6.02    Liens    105

Section 6.03    Incurrence of Debt    105

Section 6.04    Financial Covenant    105

Section 6.05    Transactions with Affiliates    106

Section 6.06    Use of Proceeds; Sanctions Laws; Anti-Money Laundering Laws    106

Section 6.07    Restricted Payments; Use of Proceeds for Divide nds    106

Section 6.08    Anti-Corruption Law    107

Section 6.09    Unrestricted Subsidiaries    107

Article VII Events of Default    108

Section 7.01    Events of Default    108

Section 7.02    Distribution of Payments after Event of Default    110

Article VIII The Administrative Agent    111

Article IX Guaranty    116

Section 9.01    Guaranty by the Guarantor    116

Section 9.02    Guaranty Unconditional    116

2

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TABLE OF CONTENTS

Page

Section 9.03    Waivers    117

Section 9.04    Guarantor Obligations to Remain in Effect; Restoration    117

Section 9.05    Waiver of Acceptance, etc    117

Section 9.06    Subrogation    118

Section 9.07    Effect of Stay    118

Article X Miscellaneous    118

Section 10.01    Notices    118

Section 10.02    Waivers; Amendments    120

Section 10.03    Expenses; Indemnity; Damage Waiver    121

Section 10.04    Successors and Assigns    123

Section 10.05    Survival    127

Section 10.06    Counterparts; Integration; Effectiveness; Electronic Execution    127

Section 10.07    Severability    128

Section 10.08    Right of Setoff    128

Section 10.09    Governing Law; Jurisdiction; Consent to Service of Process    129

Section 10.10    WAIVER OF JURY TRIAL    130

Section 10.11    Headings    130

Section 10.12    Confidentiality    130

Section 10.13    Material Non-Public Information    131

Section 10.14    Interest Rate Limitation    132

Section 10.15    Judgment Currency    132

Section 10.16    Waiver of Immunity    133

Section 10.17    USA PATRIOT Act    133

Section 10.18    No Advisory or Fiduciary Responsibility    133

Section 10.19    Acknowledgment and Consent to Bail-In of Affected Financial Institutions

.......................................................................................................... 134

Section 10.20    Electronic Execution of Assignments and Certain Other Documents    135

3

0010146-0000535 NYO1: 2000703970.1

SCHEDULES:

Schedule I    - Initial Lenders and Commitments Schedule II    - ESG Targets

Schedule III    - Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS:

Exhibit A    -    Form of Assignment and Assumption Exhibit B    -    Form of Compliance Certificate

Exhibit C-1    -    U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for

U.S. Federal Income Tax Purposes)

Exhibit C-2    -    U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for

U.S. Federal Income Tax Purposes)

Exhibit C-3    -    U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for

U.S. Federal Income Tax Purposes)

Exhibit C-4    -    U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

Exhibit D    -    Form of Borrowing Request

Exhibit E    -    Form of Letter of Credit Request Exhibit F    -    Form of ESG Reporting Certificate Exhibit G    -    Form of Note

Exhibit H    -    Form of Interest Election Request

4

0010146-0000535 NYO1: 2000703970.1

This REVOLVING CREDIT AGREEMENT is entered into as of October 15, 2020 among MILLICOM INTERNATIONAL CELLULAR S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its domicile and principal place of business located at 2 rue du Fort Bourbon, L-1249, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 40630 as Borrower (in such capacity, the "Borrower") and as Guarantor under Article IX hereof (in such capacity, the "Guarantor"), the Lenders from time to time party hereto, and THE BANK OF NOVA SCOTIA, as Administrative Agent (each, as defined below).

The parties hereto agree as follows:

ARTICLE I DEFINITIONS

Section 1.01    Defined Terms. As used in this Agreement, the following terms have the

meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by refere nce to the Alternate Base Rate.

"Acquired Debt" means Debt of any Person: (a) incurred and outstanding on the date on which such Person (i) was acquired by the Borrower or any Restricted Subsidiary or (ii) is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Borrower or any Restricted Subsidiary; or (b) incurred to provide all or part of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Subsidiary of the Borrower or any Restricted Subsidiary or was otherwise acquired by the Borrower or any Restricted Subsidiary; provided that, after giving pro forma effect to the transaction or transactions by which such Person became a Subsidiary of the Borrower or any Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with the Borrower or any Restricted Subsidiary, either (x) the Borrower is able to incur $1.00 of additional Debt under the Debt Incurrence Test or (y) the Total Net Leverage Ratio would not be greater than such ratio before giving effect to such transactions. Acquired Debt shall be deemed to have been incurred, with respect to clause (a) on the date such Person becomes a Subsidiary of the Borrower or any Restricted Subsidiary and, with respect to clause (b), on the date of consummation of such acquisition of assets.

"Additional Borrower" means any Restricted Subsidiary of the Borrower that becomes an

Additional Borrower hereunder after the Closing Date pursuant to Section 2.21 hereof.

"Additional Borrower Joinder Agreement" means a joinder to this Agreement executed pursuant to Section 2.21 hereof in a form reasonably acceptable to the Administrative Agent and executed by the Administrative Agent, the Borrower and the Additional Borrower(s) becoming a party to this Agreement.

"Additional Commitment Lender" has the meaning assigned to such term in Section

2.22(d).

0010146-0000535 NYO1: 2000703970                                     .1

"Additional Credit Extension Amendment" means an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to Incremental Commitments and otherwise satisfactory to the Administrative Agent and the Borrower.

"Adjusted LIBO Rate" means the rate of interest obtained by dividing (i) the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period published by the ICE Benchmark Administration Limited, a United Kingdom company, at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities") as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on Eurodollar Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of Americ a). If, for any reason, the rate referred to in the preceding clause (i) is not published, then the rate to be used for such clause (i) shall be reasonably determined by the Administrative Agent in good faith from another recognized source or interbank quotation at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Any change in the maximum rate or reserves described in the preceding clause (ii) shall result in a change in the Adjusted LIBO Rate on the date on which such change in such maximum rate becomes effective. If the Adjusted LIBO Rate determined as provided above would be less than zero, the Adjusted LIBO Rate shall be deemed to be zero.

"Administrative Agent" means The Bank of Nova Scotia, in its capacity as administrative

agent for the Lenders hereunder, and any successor thereto appointed pursuant to Article VIII.

"Administrative Agent Fee Letter" means the Fee Letter, dated as of October 15, 2020 between the Borrower and the Administrative Agent.

"Administrative Questionnaire" means an administrative questionnaire in a form supplied

by the Administrative Agent.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Agent Party" has the meaning assigned to such term in Section 10.01(d)(ii).

"Agreement" means    this    Revolving    Credit    Agreement,    as    amended,    restated,

supplemented or otherwise modified from time to time.

"Alternate Base Rate" or "ABR" means, for any day, the interest rate per annum equal to

the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in

0010146-0000535 NYO1: 2000703970                                     .2

effect on such day plus 0.50% per annum and (c) the LIBOR Market Index Rate (provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable) on such day plus 1% per annum. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or LIBOR Market Index Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or such LIBOR Market Index Rate, respectively.

"Annual Report" means the Millicom Annual Report for 2019.

"Anti-Corruption Laws" means any applicable anti-bribery or anti-corruption Laws, including without limitation the U.S. Foreign Corrupt Practice Act of 1977, the UK Bribery Act 2010 and the Canadian Corruption of Foreign Public Officials Act.

"Anti-Money Laundering Laws" means any applicable anti-money laundering Laws, including without limitation, the Bank Secrecy Act of 1970, the USA PATRIOT Act of 2001 and the Proceeds of Crime (Money Laundering) and Terrorism Financing Act of 2001, as amended.

"Applicable Margin" means, for any day:

(a)from and including the Closing Date until changed in accordance with the provisions set forth in clause (b) below, (x) with respect to Eurodollar Loans, the rate per annum applicable to Level III in the Pricing Grid; and (y) with respect to ABR Loans, the rate per annum applicable to Level III in the Pricing Grid less 1.00%; and

(b)from and including the fifth (5th) Business Day following the date on which a Compliance Certificate is delivered with respect to the Financial Quarter ending September 30, 2020 in accordance with Section 5.01(c)(i) and continuing with respect to each Financial Quarter thereafter, (1)(x) with respect to Eurodollar Loans, the applicable rate per annum determined by reference to Total Net Leverage Ratio for the preceding Financial Quarter in accordance with the Pricing Grid; and (y) with respect to ABR Loans, the applicable rate per annum determined by reference to the Total Net Leverage Ratio for the preceding Financial Quarter in accordance with the Pricing Grid less 1.00%, in each case, (2) plus or minus, as the case may be, the ESG-Based Pricing Ratchet (it being understood that the ESG- Based Pricing Ratchet (i) may be a discount or premium as provided in the ESG Pricing Scale and (ii) shall be non-cumulative).

Except as provided in the final paragraph of this definition, each change in the Applicable Margin based on the delivery of a Compliance Certificate in accordance with Section 5.01(c)(i) shall become effective on the fifth (5th) Business Day immediately following the date on which a Compliance Certificate is delivered pursuant to Section 5.01(c)(i) and shall continue in effect for the period from and including such date through the date immediately preceding the effective date of the next such change. In the event that any Compliance Certificate delivered pursuant to Section 5.01(c)(i) is determined to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher or lower Applicable Margin for any period (an "Applicable Margin Period") than the Applicable Margin

0010146-0000535 NYO1: 2000703970                                     .3

applied for such Applicable Margin Period, then (a) the Borrower shall promptly (and in any event within five (5) Business Days) following such determination deliver to the Administrative Agent a correct Compliance Certificate required by Section 5.01(c)(i) for such Applicable Margin Period, (b) the Applicable Margin for such Applicable Margin Period shall be determined as if the Total Net Leverage Ratio were determined based on the amounts set forth in such correct Compliance Certificate and (c)(x) the Borrower shall promptly (and in any event within ten (10) Business Days) following delivery of such corrected Compliance Certificate pay to the Administrative Agent the accrued additional interest and unused commitment fee owing as a result of such increased Applicable Margin for such Applicable Margin Period; provided, that any accrued additional interest and unused commitment fee required to be paid pursuant to this clause (c)(x) shall not be deemed overdue or constitute a Default or an Event of Default (whether retroactively or otherwise) unless the Borrower fails to pay to the Administrative Agent such accrued additional interest or unused commitment fee within ten (10) Business Days following delivery of the corrected Compliance Certificate or (y) to the extent that, as a result of such inaccuracy, the Borrower paid to any Lender any interest or unused commitment fee in excess of the amounts the Borrower should have paid to such Lender, then such Lender, if and to the extent it remains a Lender on such Interest Payment Date, shall, in consultation with the Administrative Agent, credit such excess payment of interest or unused commitment fees (as applicable) against the amount of accrued interest and unused commitment fees owing by the Borrower to such Lender on the next Interest Payment Date.

Notwithstanding the foregoing, the Applicable Margin determined pursuant to the Pricing Grid shall be based on the rate per annum set forth in Level I of the Pricing Grid if the Borrower fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (or a related Compliance Certificate), in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of an Event of Default resulting from such failure and until the delivery thereof.

"Applicable Maturity Date" has the meaning assigned to such term in Section 2.22(a). "Applicable Percentage" means, with respect to any Lender, the percentage of the total

Commitments represented by such Lender's Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

"Approved Jurisdiction" means each of Luxembourg, Netherlands, Spain, the United

States and England & Wales, in each case unless such jurisdiction is a Sanctioned Country.

"Asset Disposition" means any transfer, conveyance, sale, lease or other disposition by any Loan Party or any Restricted Subsidiary (including a consolidation or merger or other sale of any such Restricted Subsidiary with, into or to another Person in a transaction in which such Restricted Subsidiary ceases to be a Restricted Subsidiary, but excluding a disposition by a Restricted Subsidiary to any Loan Party or a Restricted Subsidiary which is an 80% or more owned Restricted Subsidiary) of (i) shares of Capital Stock (other than directors' qualifying shares and shares to be held by third parties to satisfy applicable legal requirements) or other ownership interests of a Restricted Subsidiary, (ii) substantially all of the assets of any Loan Party or any Restricted

0010146-0000535 NYO1: 2000703970                                     .4

Subsidiary representing a division or line of business or (iii) other assets or rights of any Loan Party or any Restricted Subsidiary outside of the ordinary course of business; provided that the term "Asset Disposition" shall not include Permitted Disposals.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

"Authorized Officer" means any of the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Senior Vice President, Vice President, Financial Officer or General Counsel of the Borrower, or, in the case of any Additional Borrower, each individual listed in the certificate delivered by such Additional Borrower pursuant to Section 4.01(c)(iii).

"Availability Period" means the period from and including the Closing Date to but

excluding the earlier of the Maturity Date and the date of termination of the Commitments.

"Available Commitment" means, as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender's Commitment then in effect minus (b) such Lender's Credit Exposure then outstanding; provided, that in calculating any Lender's Credit Exposure solely for the purpose of determining such Lender's Available Commitment pursuant to Section 2.12(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as

now and hereafter in effect, and any successor statute.

"Bankruptcy Event" means, with respect to any Lender, such Lender or its direct or indirect parent company becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person

0010146-0000535 NYO1: 2000703970                                     .5

with immunity from the jurisdiction of courts within the United States or the European Union from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

"Basel III" means:

(a)the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)any further guidance or standards published by the Basel Committee on Banking

Supervision relating to "Basel III".

"Beneficial Ownership Certification" means    a certification    regarding    beneficial

ownership as required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"Borrower" has the meaning assigned to such term in the preamble.

"Borrowing" means (a) Loans of the same Type and Class, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

"Borrowing Request" has the meaning assigned to such term in Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, Luxembourg and Toronto are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

"Capital Lease Obligation" of any Person means the obligation to pay rent or other payment amounts under a lease of real or personal property of such Person which is required to be classified and accounted for as a capital lease on the balance sheet of such Person in accordance

0010146-0000535 NYO1: 2000703970                                     .6

with IFRS. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. The principal amount of such obligation shall be the capitalized amount thereof that would appear on the balance sheet of such Person in accordance with IFRS.

"Capital Stock" of any Person means any and all shares, interests, participation or other equivalents (however designated) of corporate stock or other equity participation, including partnership interests, whether general or limited, of such Person.

"Cash Equivalents" means, with respect to any Person:

(a)any direct obligations of, or obligations guaranteed by, the United States of America (or by any agency thereof), the United Kingdom or any member of the European Union to the extent such obligations or guarantees are backed by the full faith and credit of the United States, the United Kingdom or such member of the European Union and which have a remaining Weighted Average Life-to-Maturity of not more than one (1) year from the date of investment therein;

(b)term deposit accounts (excluding current and demand deposits), certificates of deposit, time deposits, money market deposits and bankers' acceptances, in each case, issued by or held with (i) any Initial Lender, (ii) any bank or trust company which is organized under the laws of the United States of America, any state thereof, the United Kingdom, Switzerland, Canada, Australia or any member state of the European Union, which bank or trust company has capital, surplus and undivided profits aggregating in excess of $100 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated no less than Investment Grade or higher by at least one Rating Agency; or (iii) money market funds rated at least AAA by at least one Rating Agency or managed by any Lender;

(c)repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in paragraph (a) entered into with any financial institution meeting the qualifications specified in paragraphs (b)(i) or (ii) above;

(d)commercial paper having one of the two highest ratings obtainable from any of the Rating Agencies and in each case maturing within 365 days after the date of acquisition;

(e)money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the types described in paragraphs (a) through (d) of this definition;

(f)with respect to any Person organized under the laws of, or having its principal business operations in, a jurisdiction outside the United States, the United Kingdom or the European Union, those investments that are of the same type as investments in clauses (a), (c) and (d) of this definition except that the obligor thereon is organized under the laws of the country (or any political subdivision thereof) in which such Person is organized or conducting business; and

0010146-0000535 NYO1: 2000703970                                     .7

a.up to $100,000,000 in the aggregate of term deposit accounts and overnight deposits held by such Person in countries where any member of the Restricted Group operates its business in accordance with this Agreement.

"CBIR" has the meaning assigned to such term in section 3.16.

"Change in Law" the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or by such Lender's or any Issuing Bank's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated, introduced or implemented by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III or CRD IV, or any law or regulation that implements or applies Basel III or CRD IV, shall be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.

"Change of Control" means the occurrence of any of the following events:

(a)any Person becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares;

(b)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any Person; or

(c)a plan relating to the liquidation or dissolution of the Borrower is adopted.

For purposes of this definition, "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.

"Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

"Closing Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).

0010146-0000535 NYO1: 2000703970                                     .8

"Code" means, at any date, the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.

"Commitment" means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.04, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender's Commitment is set forth on Schedule I, or in the Additional Credit Extension Amendment or the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders' Commitments is $600,000,000.

"Communications" has the meaning assigned to such term in Section 10.01(d)(ii). "Compliance Certificate" has the meaning assigned to such term in Section 5.01(c).

"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

"Consolidated EBITDA" means, for any period, operating profit of the Borrower and its Restricted Subsidiaries, as the case may be, as such amount is determined on a consolidated basis in accordance with IFRS, plus the sum of the following amounts, in each case, without duplication (losses shall be added (as a positive number) and gains shall be deducted, in each case, to the extent such amounts were included in calculating operating profit):

(a)depreciation and amortization expenses;

(b)the net loss or gain on the disposal and impairment of assets;

(c)share-based compensation expenses;

(d)at the Borrower's option, as the case may be, other non-cash charges reducing operating profit (provided that if any such non-cash charge represents an accrual of or reserve for potential cash charges in any future period, the cash payment in respect thereof in such future period shall reduce operating profit to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period) less other non-cash items of income increasing operating income (excluding any such non-cash item of income to the extent it represents (i) a receipt of cash payments in any future period, (ii) the reversal of an accrual or reserve for a potential cash item that reduced operating income in any prior period and (iii) any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase operating income in such prior period);

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a.any material extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other postemployment arrangements, signing, retention or completion bonuses, transaction costs, acquisition costs, disposition costs, business optimizat ion, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or postretirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events);

b.at the Borrower's option, as the case may be, the effects of adjustments in its consolidated financial statements pursuant to IFRS (including inventory, property, equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of amounts thereof, net of taxes;

c.any reasonable expenses, charges or other costs related to any sale of Capital Stock (other than Redeemable Stock), investment, acquisition, disposition , recapitalization or the incurrence of any Debt, in each case, as determined in good faith by a responsible financial or accounting officer of the Borrower;

d.any gains or losses on associates;

e.any unrealized gains or losses due to changes in the fair value of equity investments;

f.any unrealized gains or losses due to changes in the fair value of Interest Rate, Currency or Commodity Price Agreements;

g.any unrealized gains or losses due to changes in the carrying value of put options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, Joint Venture or associate;

h.any unrealized gains or losses due to changes in the carrying value of call options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, Joint Venture or associate;

i.any net foreign exchange gains or losses;

j.at the Borrower's option, as the case may be, any adjustments to reduce the impact of the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;

k.accruals and reserves that are established or adjusted within twelve (12) months after the closing date of any acquisition that are so required to be established or adjusted as a result of such acquisition in accordance with IFRS;

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a.any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the Borrower or any Restricted Subsidiary has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within three hundred sixty-five (365) days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable three hundred sixty-five (365)-day period);

b.the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnificat ion or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets;

c.any net gain (or loss) realized upon any Sale/Leaseback Transaction that is not sold or otherwise disposed of in the ordinary course of business, determined in good faith by a responsible financial or accounting officer of the Borrower;

d.the amount of loss on the sale or transfer of any assets in connection with an asset securitization program, receivables factoring transaction or other receivables transaction (including, without limitation, a Qualified Receivables Transaction); and

e.Specified Legal Expenses.

For the purposes of calculating Consolidated EBITDA for any period, as of such date of determination:

i.if, since the beginning of such period the Borrower or any Restricted Subsidiary has made any Asset Disposition or disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a "Sale") including any Sale occurring in connection with a transaction causing a calculation to be made hereunder, then Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

ii.if, since the beginning of such period the Borrower or any Restricted Subsidiary (by merger or otherwise) will have made an investment in any Person that thereby becomes a Subsidiary or otherwise acquires any company, any business, or any group of assets constituting an operating unit of a business (any such investment or acquisition, a "Purchase"), including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, then Consolidated EBITDA for such

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period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period;

i.if, since the beginning of such period, any Person (that became a Subsidiary was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clauses (i) or (ii) above if made by the Borrower or any Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period, including anticipated synergies and cost savings as if such Sale or Purchase occurred on the first day of such period;

ii.whenever pro forma effect is applied, the pro forma calculations will be as determined in good faith by a responsible financial or accounting officer of the Borrower (including in respect of anticipated synergies and cost savings) as though the full effect of such synergies and cost savings were realized on the first day of the relevant period and shall also include the reasonably anticipated full run rate cost savings effect (as calculated in good faith by a responsible financial or chief accounting officer of the Borrower) of cost savings programs that have been initiated by the Borrower or its Subsidiaries as though such cost savings programs had been fully implemented on the first day of such relevant period;

iii.for the purposes of determining the amount of Consolidated EBITDA under this definition denominated in a foreign currency, the Borrower may, at its option, calculate the equivalent in Dollars of such amount of Consolidated EBITDA based on either (i) the weighted average exchange rates for the relevant period used in the consolidated (if applicable) financial statements of the Borrower for such relevant period or (ii) the relevant currency exchange rate in effect on the date of execution of this Agreement; and

iv.the amount of fees payable by any Subsidiary of the Borrower to the Borrower or any Restricted Subsidiary in connection with the guaranties provided in connection herewith and any services rendered (including , without limitation, any management fees, value creation fees and similar fees) shall be excluded.

For the purpose of calculating Consolidated EBITDA, any Joint Venture Consolidated EBITDA shall be added to the amount determined in accordance with the foregoing.

"Consolidated Net Debt" means, with respect to the Borrower and its Restricted Subsidiaries on any date of determination, the sum without duplication of (a) the total amount of Debt of the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with IFRS, minus(b) the sum without duplication of (i) all Debt outstanding under Minority Shareholder Loans, plus (ii) other than for purposes of calculating Total Net Leverage Ratio in connection with the Pricing Grid, (A) all Debt outstanding in reliance on clause (c) of the definition

0010146-0000535 NYO1: 2000703970                                     .12

of "Permitted Debt" plus (B) all Debt outstanding in reliance on clause (p) of the definition of "Permitted Debt," plus (iii) any Debt which is a contingent obligation of the Borrower and its Restricted Subsidiaries on such date, plus (iv) the amount of cash and Cash Equivalents (other than cash or Cash Equivalents received from the incurrence of Debt by the Borrower and any of its Restricted Subsidiaries to the extent such cash or Cash Equivalents has not been subsequently applied or used for any purpose not prohibited by this Agreement) of the Borrower and its Restricted Subsidiaries, but excluding, for the avoidance of doubt, all Restricted Cash.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

"CRD IV" means:

(a)Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and

(b)Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

"Credit Event" means any Borrowing or request for issuance, renewal or extension of any Letter of Credit.

"Credit Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans and its LC Exposure and Swingline Exposure at such time.

"Credit Facilities" means, debt facilities, arrangements, instruments, trust deeds, note purchase agreements, indentures, purchase money financings, commercial paper facilities or overdraft facilities with banks or other institutions or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Debt, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended, in whole or in part from time to time, and in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including, but not limited to, any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term "Credit Facilities" shall include any agreements or instruments (i) changing the maturity of any Debt incurred thereunder or contemplated thereby,

(ii)adding Subsidiaries of the Borrower as additional borrowers or guarantors thereunder, (iii)

0010146-0000535 NYO1: 2000703970                                     .13

increasing the amount of Debt incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

"Credit Party" means each of the Administrative Agent, any Issuing Bank, the Swingline

Lender and any other Lender, and the respective successors and assigns of each of the foregoing.

"Debt" means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent: (i) the principal of and premium, if any, in respect of every obligation of such Person for money borrowed; (ii) the principal of and premium, if any, in respect of every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person (but only to the extent such obligations are not reimbursed within thirty (30) days following receipt by such Person of a demand for reimbursement); and (iv) the principal component of every obligation of the type referred to in clauses (i) through (iii) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise to the extent not otherwise included in the Debt of such Person. The "amount" or "principal amount" of Debt at any time of determination as used herein represented by (1) any Debt issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with IFRS, (2) any Redeemable Stock, shall be the maximum fixed redemption or repurchase price in respect thereof, and (3) any amount of Debt that has been cash-collateralized, to the extent so cash-collateralized, shall be excluded from any calculation of Debt. Notwithstanding anything else to the contrary, for all purposes under this Agreement, the amount of Debt incurred, repaid, redeemed, repurchased or otherwise acquired by the Borrower or any Restricted Subsidiary shall equal the liability in respect thereof determined in accordance with IFRS and reflected on such Person's consolidated (if applicable) statement of financial position (but only to the extent considered "Debt" hereunder taking into account the exclusions below).

The term "Debt" shall not include:

a.obligations described in paragraphs (i), (ii) and (iv) of the first paragraph of this definition of Debt that are incurred by a Restricted Subsidiary (the "Proceeds Recipient") and owed to a bank or other lending institution (the "On-Lend Bank") to facilitate the substantially concurrent on-lending of proceeds (the "Proceeds On- Loan") from Debt incurred by the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) in compliance at all times with the Debt Incurrence Test to the extent (1) the principal obligations in respect of the Proceeds On-Loan are secured by security over cash granted in favor of the On-Lend Bank or any of its Affiliates in an amount not less than the principal amount of the Proceeds On- Loan, (2) the Proceeds On-Loan is put in place substantially concurrently with a loan by the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) to the On-Lend Bank (the "On-Lend Bank Borrowing") pursuant to which the Proceeds Recipient is entitled to reduce the principal amount of the Proceeds On-Loan by an amount equal to the principal amount of the On-Lend Bank Borrowing if a default or acceleration occurs with respect to such On-Lend

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Bank Borrowing, or (3) the substantial risks and rewards of the Proceeds On-Loan are transferred, using a synthetic instrument or any other arrangement or agreement, from the On-Lend Bank to the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) in exchange for an amount not less than (x) the amount of cash granted in favor of the On-Lend Bank or any of its Affiliates, or (y) the outstanding amount of the On-Lend Bank Borrowing, as applicable, in each case as at the effective date of such transfer;

b.any liability of the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) attributable to a synthetic instrument or any other arrangement or agreement described in clause (a)(3) above to the extent such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS and recorded as a current liability on such Person's consolidated statement of financial position;

c.any Restricted MFS Cash;

d.any liability of the Borrower or any Restricted Subsidiary attributable to a put option or similar instrument, arrangement or agreement entered into after the Closing Date granted by such Person relating to an interest in any other entity, in each case to the extent such option has not been exercised or such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS, and recorded as a current liability on such Person's consolidated statement of financial position;

e.any standby letter of credit, performance bond or surety bond or other similar third- party guaranty instrument provided by the Borrower or any Restricted Subsidiary that is customary in a Related Business to the extent such letters of credit or bonds or instruments are not drawn upon or, if and to the extent drawn upon, are honore d in accordance with their terms;

f.solely for purposes of calculation of the Total Net Leverage Ratio, any intercompany debt or other liability owing from one member of the Restricted Group to another member of the Restricted Group;

g.any deposits or prepayments received by the Borrower or a Restricted Subsidiary from a customer or subscriber for its service and any other deferred or prepaid revenue;

h.any obligations to make payments in relation to earn outs;

i.Debt which is in the nature of equity (other than Redeemable Stock) or equity derivatives;

j.Capital Lease Obligations or operating leases;

k.Receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any debt in respect of Qualified Receivables Transactions,

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including without limitation guarantees by a Receivables Entity of the obligations of another Receivables Entity;

l.pension obligations or any obligation under employee plans or employment agreements;

m.any "parallel debt" obligations to the extent that such obligations mirror other Debt;

n.any payments or liability for assets acquired or services supplied deferred (including trade payables) in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied;

o.the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Redeemable Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (including , in each case, any accrued dividends); and

p.the net obligations of such Person under any Interest Rate, Currency or Commodity Price Agreement.

Where Debt is denominated in a currency other than Dollars, the Borrower may, at its option, calculate the equivalent in Dollars of such amount of Debt based on either (i) the weighted average exchange rates for the relevant period used in the consolidated (if applicable) financial statements of the Borrower for such relevant period or (ii) the relevant currency exchange rate in effect on the date of execution of this Agreement; provided, that if the Borrower exercises the foregoing option at any time, it shall do so with respect to all (and not less than all) Debt outstanding at such time that is denominated in a currency other than Dollars.

"Debt Incurrence Test" has the meaning assigned to such term in Section 6.03(a).

"Debtor Relief Laws" means the Bankruptcy Code, and all other liquidat ion, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

"Default" means any event or condition which upon notice, lapse of time or both would,

unless cured or waived, become an Event of Default.

"Defaulting Lender" means any Lender that (a) failed to (i) fund any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder (unless such Lender is disputing in good faith whether it is contractually obliged to fund), (ii) fund any portion of its participations in Letters of Credit or Swingline Loans within two (2) Business Days of the date when due or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, or (b) has notified any Loan Party or any Credit Party or has made a public statement to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or any other agreements in which it commits to extend credit (unless such Lender is disputing in good faith whether it is contractually obliged to fund), or (c) has failed, within three (3) Business Days after request by a Credit Party

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or any Loan Party, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in Letters of Credit and Swingline Loans under this Agreement (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause

(c)upon receipt of such written confirmation by the Administrative Agent and the Borrower), or

(d)is, or has a direct or indirect parent company that is, the subject of a (i) Proceeding under any Debtor Relief Law, (ii) Bankruptcy Event or (iii) Bail- In Action. Any determination by the Administrative Agent or a Loan Party that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Credit Parties (in the case of a determination by a Loan Party) or to the Credit Parties and the Loan Parties (in the case of a determination by the Administrative Agent).

"Designated Persons" means, at any time, (a) any Person identified on any sanctions - related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Government of Canada, or other relevant sanctions authority, or (b) any Person owned or controlled by any such Person or Persons described in clause (a) or that is otherwise the target of Sanctions Laws such that dealing or otherwise engaging in business transactions or other activities with such Person are restricted.

"Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(i)matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(ii)is convertible or exchangeable for Debt or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Borrower or a Restricted Subsidiary); or

(iii)is redeemable at the option of the holder of the Capital Stock in whole or in part,

(iv)in each case on or prior to the earlier of (a) the Maturity Date or (b) on which there are no Obligations outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Borrower may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Borrower with Section 6.02.

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"Documentation Agent" means BNP Paribas, as documentation    agent under this

Agreement.

"Dollars" or "$" refers to lawful money of the United States of America.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

"EEA Resolution Authority" means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Electronic Signature" means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

"Electronic System" means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Banks and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security systems.

"Environmental Laws" means all Laws applicable to the Borrower or any of its Subsidiaries relating to pollution, the preservation or protection of the environment (including without limitation air, water, land, subsurface strata, organisms, ecosystems, and biodiversity) or natural resources or harm to or the protection of human health or the health of animals or plants or the generation, manufacture, use, management, labeling, treatment, storage, handling, transportation, recycling or Release of, or exposure to, any Hazardous Material.

"Environmental Liability" means any liability or obligation (including any liability or obligation for or relating to damages, costs of environmental remediation, fines, penalties and indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon

(a)noncompliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"ERISA" means, at any date, the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.

0010146-0000535 NYO1: 2000703970                                     .18

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of any Plan to satisfy the minimum funding standard of Section 412 and 430 of the Code or Sections 302 or 303 of ERISA applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA) with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in endangered or critical status, within the meaning of Title IV of ERISA.

"ESG Assurance Provider" means ERM Certification and Verification Services (ERM CVS) or such other independent auditor or other qualified service provider appointed by the Borrower from time to time, which in each case is an external professional services firm qualified to verify, and regularly engaged in assessing, sustainability performance reporting.

"ESG Assurance Provider’s Certificate" means a certificate in the form of Attachment A to Exhibit F hereto, signed by an officer of the ESG Assurance Provider providing limited assurance with respect to the Borrower's performance in relation to the ESG Targets during the most recently completed Financial Year.

"ESG-Based Pricing Ratchet" means, for any day:

i.from and including the Closing Date until changed in accordance with the provisions set forth in clause (b) below, zero; and

ii.from and including the fifth (5th) Business Day following the date on which the ESG Reporting Certificate with respect to the Financial Year ending December 31, 2021 is required to be delivered in accordance with Section 5.01(c)(ii) and continuing with respect to each Financial Year thereafter, the applicable discount or premium determined by reference to the ESG Performance Outcome for the preceding Financial Year in accordance with the ESG Pricing Scale.

Each change in the ESG-Based Pricing Ratchet shall become effective on the fifth (5th) Business Day immediately following the date on which an ESG Reporting Certificate is require d

0010146-0000535 NYO1: 2000703970                                     .19

to be delivered pursuant to Section 5.01(c)(ii) and shall continue in effect for the period from and including such date through the date immediately preceding the effective date of the next such change. In the event that any ESG Reporting Certificate delivered pursuant to Section 5.01(c)(ii) is determined to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher or lower ESG-Based Pricing Ratchet for any period (an "ESG-Based Pricing Ratchet Period") than the ESG-Based Pricing Ratchet applied for such ESG-Based Pricing Ratchet Period, then (a) the Borrower shall promptly (and in any event within five (5) Business Days) following such determination deliver to the Administrative Agent a correct ESG Reporting Certificate required by Section 5.01(c)(ii) for such ESG-Based Pricing Ratchet Period, (b) the ESG-Based Pricing Ratchet for such ESG-Based Pricing Ratchet Period shall be determined as if the ESG Performance Outcome were determined based on the information set forth in such correct ESG Reporting Certificate and (c)(x) the Borrower shall promptly (and in any event within ten (10) Business Days) following delivery of such corrected ESG Reporting Certificate pay to the Administrative Agent the accrued additional interest and unused commitment fees owing as a result of such increased ESG-Based Pricing Ratchet for such ESG-Based Pricing Ratchet Period; provided, that any accrued additional interest and unused commitment fees required to be paid pursuant to this clause (c)(x) shall not be deemed overdue or constitute a Default or an Event of Default (whether retroactively or otherwise) unless the Borrower fails to pay to the Administra tive Agent such accrued additional interest or unused commitment fees within ten (10) Business Days following delivery of the corrected ESG Reporting Certificate or (y) to the extent that, as a result of such inaccuracy, the Borrower paid to any Lender any interest or unused commitment fees in excess of the amounts the Borrower should have paid to such Lender, then such Lender, if and to the extent it remains a Lender on such Interest Payment Date, shall, in consultation with the Administrative Agent, credit such excess payment of interest or unused commitment fees (as applicable) against the amount of accrued interest and unused commitment fees owing by the Borrower to such Lender on the next Interest Payment Date.

If an ESG Target is no longer available, cannot be calculated or (in the opinion of the Borrower, acting reasonably) is no longer appropriate with respect to the Borrower, the Borrower and the ESG Coordinator shall negotiate in good faith (for a period of not more than 60 days) with a view to agreeing (i) the relevant new ESG Target(s) or (ii) a new ESG Pricing Scale relevant to the remaining ESG Targets, in each case to be approved by the Administrative Agent, the ESG Coordinator and each of the Required Lenders (and, in the case of clause (ii) above, each of the Lenders). Failure to reach an agreement, or failure of any such agreement to be approved by the Administrative Agent, the ESG Coordinator and each of the Required Lenders (and, in the case of clause (ii) above, each of the Lenders), in either case by the end of such 60 day negotiation period shall result in the occurrence of an "ESG Termination Event" on the first Business Day immediately following the end of such 60-day period.

In the event that the Borrower requests any extension of any Applicable Maturity Date pursuant to Section 2.22, the Borrower and ESG Coordinator may, at the Borrower's option, negotiate in good faith (for a period of not more than 60 days) with a view to agreeing to new ESG Targets for purposes of determining the ESG-Based Pricing Ratchet to be applied as of the Financial Year following the Applicable Maturity Date until any proposed Extended Maturity Date, to be approved by the Administrative Agent, the ESG Coordinator, each of the Extending Lenders and, if applicable, each of the Additional Commitment Lenders. Failure to reach an agreement, or failure of any such agreement to be approved by the Administrative Agent, the ESG

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Coordinator, each of the Extending Lenders and, if applicable, each of the Additional Commitment Lenders, in either case, shall (x) not affect the extension of any Applicable Maturity Date and (y) result in the ESG-Based Pricing Ratchet being zero for any period in which there is no agreement as to applicable ESG Targets.

"ESG Coordinator" means DNB Bank ASA, Sweden Branch.

"ESG Full Discount" means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that four ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate

"ESG Full Premium" means that (x) the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that zero ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate or (y) the relevant ESG Reporting Certificate shall not have been delivered in accordance with Section 5.01(c).

"ESG Non-Adjustment" means that (x) the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that two ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate or (y) an ESG Termination Event shall have occurred.

"ESG Partial Discount" means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that three ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate.

"ESG Partial Premium" means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that one ESG Target has been achieved during the Financial Year covered by such ESG Reporting Certificate.

"ESG Performance Outcome" means, with respect to any completed Financial Year, the ESG Full Discount, the ESG Partial Discount, the ESG Non-Adjustment, the ESG Partial Premium or the ESG Full Premium, as the case may be. For the avoidance of doubt, only one ESG Performance Outcome shall apply at any time.

"ESG Pricing Scale" means the table shown immediately below setting forth the ESG- Based Pricing Ratchet applicable to the Facility based on the ESG Performance Outcomes:

ESG Performance Outcome	ESG-Based Pricing Ratchet
ESG Full Discount	-0.10%
ESG Partial Discount	-0.05%
ESG Non-Adjustment	Zero
ESG Partial Premium	+0.05%
ESG Full Premium	+0.10%

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"ESG Reporting Certificate" means a certificate, in the form of Exhibit F hereto or any other form agreed to among the Administrative Agent, the ESG Coordinator and the Borrower, signed by the chief executive officer or the chief financial officer of the Borrower setting forth the Borrower's performance in relation to the ESG Targets during the most recently completed Financial Year, accompanied by the ESG Assurance Provider's Certificate.

"ESG Target" means ESG Target 1, ESG Target 2, ESG Target 3 or ESG Target 4.

"ESG Target 1" has the meaning given to such term in Schedule II hereto.

"ESG Target 1 Metric” has the meaning given to such term in Schedule II hereto.

"ESG Target 2" has the meaning given to such term in Schedule II hereto.

"ESG Target 2 Metric" has the meaning given to such term in Schedule II hereto.

"ESG Target 3" has the meaning given to such term in Schedule II hereto.

"ESG Target 3 Metric" has the meaning given to such term in Schedule II hereto.

"ESG Target 4" has the meaning given to such term in Schedule II hereto.

"ESG Target 4 Metric" has the meaning given to such term in Schedule II hereto.

"ESG Termination Event" has the meaning assigned to such term in the definition of "ESG-Based Pricing Ratchet."

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

"Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Event of Default" has the meaning assigned to such term in Section 7.01.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Recipient, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by an Obligor under Section 2.19(b)) or (ii) such Recipient (if the Recipient is a Lender) changes its Lending Office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either

0010146-0000535 NYO1: 2000703970                                     .22

to such Recipient's assignor immediately before such Recipient acquired such interest in the Loan or Commitment or became a party hereto or to such Recipient immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient's failure to comply with Section 2.17(f), and (d) any U.S. federal Taxes imposed under FATCA.

"Existing Facility Agreement" means that certain Facility Agreement dated January 27, 2017 between the Borrower, the lenders party thereto and DNB Bank ASA, Sweden branch, as administrative agent, as amended, supplemented or otherwise modified through the date hereof.

“Extended Maturity Date" has the meaning assigned to such term in Section 2.22(a). “Extending Lender" has the meaning assigned to such term in Section 2.22(b). “Extension Date" has the meaning assigned to such term in Section 2.22(a).

"Facility" means the Commitments and the Revolving Loans and Swingline Loans made,

and Letters of Credit issued, thereunder.

"Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Chief Executive Officer or a Financial Officer of the Borrower.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

"Federal Funds Effective Rate" means, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administra tive Agent from three Federal funds brokers of recognized standing reasonably selected by the Administrative Agent; provided, that if the Federal Funds Effective Rate for any day is less than zero, the Federal Funds Effective Rate for such day will be deemed to be zero.

"Financial Covenant" means the financial covenant set forth in Section 6.04.

"Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

"Financial Quarter" means the period commencing on the day after one Quarter Date and

ending on the next Quarter Date.

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"Financial Year" means the annual accounting period of the Borrower ending on

December 31 in each year.

"Fitch" means Fitch Ratings Inc. and any successor to its rating agency business. "Foreign Lender" means a Recipient that is not a U.S. Person.

"Fund" means a trust, fund or other entity or Person which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets.

"Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies exercising such powers or functions, such as the European Union or European Central Bank).

"Guaranteed Obligations" has the meaning assigned to such term in Section 9.01. "Guarantor" has the meaning assigned to such term in the preamble.

"Hazardous Materials" means any material, substance or waste that is listed, regulated, or otherwise defined as hazardous, toxic or radioactive (or words of similar regulatory intent or meaning) under any Environmental Law, or the exposure to which or the Release of which could give rise to any Environmental Liability or is otherwise capable of harm to human health or the environment.

"Honor Date" has the meaning assigned to such term in Section 2.06(e)(i).

"IFRS" means international accounting standards within the meaning of the IAS Regulation 606/2002 to the extent applicable to the relevant financial statements.

"Increase Period" has the meaning assigned to such term in Section 6.04(b). "Increased Amount Date" has the meaning assigned to such term in Section 2.04(a). "Incremental Commitments" has the meaning assigned to such term in Section 2.04(a). "Incremental Lender" has the meaning assigned to such term in Section 2.04(a).

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

"Initial Lender" means any of the initial lenders listed on Schedule I.

"Interest Election Request" means a request by an Obligor to convert or continue a

Borrowing in accordance with Section 2.08 in the form of Exhibit H.

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"Interest Payment Date" means (a) as to any ABR Loan, the last Business Day of each March, June, September and December and the date of termination of the Commitments, (b) as to any Eurodollar Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three (3) months' duration, each day prior to the last day of such Interest Period that occurs at three (3) month intervals after the first day of such Interest Period, and the date of termination of the Commitments, and (c) as to any Swingline Loan, the last Business Day of each March, June, September and December and the date of termination of the Commitments.

"Interest Period" means with respect to each Eurodollar Borrowing, the period commencing on the date such Eurodollar Borrowing is made, or in the case of the continuation of a Eurodollar Borrowing the last day of the preceding Interest Period for such advance, and ending on the numerically corresponding day in the first (1st), third (3rd) or sixth (6th) calendar month thereafter as the Borrower may select in an appropriate notice (or such other period as selected by the Borrower in an appropriate notice and agreed to by the Administrative Agent, provided that, if such other period is shorter than six (6) months, such agreement by the Administrative Agent shall not require any further consent or instructions from the Lenders; and provided, further, that if such other period is longer than six (6) months, such agreement by the Administrative Agent shall require each Lender's approval), except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on such Maturity Date and (b) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

"Interest Rate, Currency or Commodity Price Agreement" means any forward contract, futures contract, swap, option or other financial agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements) relating to, or the value of which is dependent upon, interest rates, currency exchange rates or commodity prices or indices (excluding contracts for the purchase or sale of goods in the ordinary course of business).

"Investment" by any Person means any direct or indirect loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person, including any payment on a guarantee of any obligation of such other Person, together with all items that are or would be classified as Investments on a statement of financial position (excluding the footnotes thereto) prepared in accordance with IFRS, but shall not include

(a)trade accounts receivable in the ordinary course of business on credit terms made generally available to the customers of such Person, or (b) commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing and other employee benefit plan contributions made in the ordinary course of business. Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to a subsequent change in value and, to the extent applicable, shall be determined based on the equity value of such Investment.

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"Investment Grade" means (i) BBB- or above in the case of Fitch (or its equivalent under any successor Rating Categories of Fitch), (ii) Baa3 or above, in the case of Moody's (or its equivalent under any successor Rating Categories of Moody's), and (iii) the equivalent in respect of the Rating Categories of any other Rating Agencies.

"IRS" means the United States Internal Revenue Service.

"Issuing Bank" means each of The Bank of Nova Scotia, BGL BNP Paribas S.A. and J.P. Morgan AG, in each case, in its capacity as an issuer of Letters of Credit hereunder, and any successors in such capacity as provided in Section 2.06(i). The Borrower, the Administrative Agent and any Lender may agree in writing that such Lender may issue Letters of Credit hereunder, in which case the term "Issuing Bank" shall include such Lender with respect to the Letters of Credit issued by such Lender hereunder, and each reference to "Issuing Bank" shall mean the applicable Issuing Bank or all Issuing Banks, as the context may require.

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm,

undertaking, association, joint venture or partnership or any other entity.

"Joint Venture Consolidated EBITDA" means an amount equal to the product of (i) the Consolidated EBITDA of any Joint Venture (determined in good faith by a responsible financial or accounting officer of the Borrower on the same basis as provided for in the definition of "Consolidated EBITDA" (with the exception of clause (i) and the last sentence thereof regarding the addition of any Joint Venture Consolidated EBITDA to the calculation) as if each reference to the Borrower in such definition was to such Joint Venture) whose financial results are not consolidated with those of such Person in accordance with IFRS and (ii) a percentage equal to the direct or indirect equity ownership percentage of the Borrower and/or any of its Subsidiaries in the Capital Stock of such Joint Venture and its Subsidiaries.

"KYC Requirements" has the meaning assigned to such term in Section 4.01(g).

"Law" means any law (including common law), statute, directive, regulation, rule, ordinance, code, requirement, binding agreement, statutory guidance, regulatory code of practice, judgment, order, executive order, decree, injunction, decision, determination or permit issued, entered into, or promulgated by or with a Governmental Authority.

"LC Commitment" means, as to any Issuing Bank, its commitment to issue Letters of Credit, and to amend or extend Letters of Credit previously issued by it, pursuant to Section 2.06, in an aggregate amount at any time outstanding not to exceed (a) in the case of any Issuing Bank party hereto as of the Closing Date, the amount set forth opposite such Issuing Bank's name on Schedule I under the heading "Letter of Credit Commitments" and (b) in the case of any Lender that becomes an Issuing Bank following the Closing Date, that amount which shall be set forth in the written agreement by which such Lender shall become an Issuing Bank, in each case as the maximum outstanding amount of Letters of Credit to be issued by such Issuing Bank, as such commitment may be changed from time to time pursuant to the terms hereof or with the agreement in writing of such Issuing Bank, the Borrower, the Administrative Agent. The aggregate LC Commitments of all Issuing Banks shall be less than or equal to $100,000,000 at all times.

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"LC Disbursement" means a payment made by any Issuing Bank pursuant to a Letter of Credit.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all

outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Obligors at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“Lender Notice Date" has the meaning assigned to such term in Section 2.22(b). "Lenders" means the Initial Lenders listed on Schedule I and any other Person that shall

have become a party hereto pursuant to Section 2.04 or an Assignment and Assumption, other than

any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term "Lenders" includes the Swingline Lender and the Issuing Banks.

"Lending Office" means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify a Borrower and the Administrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate; provided, that such other office or offices, Affiliate or branch shall not increase the amounts payable by the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower). Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

"Letter of Credit" means a letter of credit issued or to be issued by any Issuing Bank pursuant to this Agreement, which letter of credit shall be (a) a standby letter of credit or (b) solely to the extent agreed by the applicable Issuing Bank in its sole discretion, a commercial or "trade" letter of credit.

"Letter of Credit Request" means a request, substantially in the form attached hereto as

Exhibit E, by the applicable Obligor for a Letter of Credit in accordance with Section 2.06.

"LIBOR Market Index Rate" means, for any day, the Adjusted LIBO Rate as of that day that would be applicable for a Eurodollar Loan having a one-month Interest Period determined at approximately 10:00 a.m. London time for such day, or if such day is not a Business Day, the immediately preceding Business Day. The LIBOR Market Index Rate shall be determined on a daily basis. If the LIBOR Market Index Rate determined as provided above would be less than zero, the LIBOR Market Index Rate shall be deemed to be zero.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

"Limited Condition Transaction" means (i) any Investment or acquisition, including by

way of merger, amalgamation or consolidation, in each case, by one or more of the Borrower and

0010146-0000535 NYO1: 2000703970                                     .27

its Restricted Subsidiaries of any assets, business or Person whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Debt requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

"Loan Documents" means this Agreement, including without limitation, the schedules and exhibits hereto, the Administrative Agent Fee Letter, the Notes (if any), and any other document designated as a "Loan Document" by the Administrative Agent and the Borrower.

"Loan Parties" means the Obligors and the Guarantor.

"Loans" means the loans made by the Lenders to the Obligors pursuant to this Agreement.

"Luxembourg" means the Grand Duchy of Luxembourg.

"Luxembourg Commercial Code" means the Code de Commerce of Luxembourg.

"Luxembourg Companies Act" means the Luxembourg act dated 10 August 1915 on commercial companies, as amended.

"Luxembourg Loan Party" means each Loan Party organized under the laws of Luxembourg.

“Mandated Lead Arrangers" means, collectively, BGL BNP Paribas S.A. and The Bank

of Nova Scotia, as joint bookrunners and joint mandated lead arrangers under this Agreement.

"Material Adverse Effect" means any event or circumstance that has a material adverse effect on (a) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or (b) the validity or enforceability of the Credit Agreement or the rights or remedies of the Lenders thereunder.

"Material Intellectual Property" has the meaning assigned to such term in Section 5.05(b). "Maturity Date" means October 15, 2025 (as such date may be extended in accordance

with Section 2.22).

"Maximum Rate" has the meaning assigned to such term in Section 10.14.

"Minority Shareholder Loans" means Debt of a Restricted Subsidiary that is issued to and held by an equity owner of such Restricted Subsidiary, other than the Borrower or a Subsidiary of the Borrower.

"Moody’s" means Moody's Investors Services, Inc. and any successor to its rating agency

business.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

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“Non-Extending Lender" has the meaning assigned to such term in Section 2.22(b).

"Note" means any promissory note executed by an applicable Obligor to evidence the

Loans made to it in accordance with Section 2.11(c), which shall be in the form of Exhibit G.

"Obligations" means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and LC Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Obligors to any Credit Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Credit Parties that are required to be paid by any Obligor pursuant hereto) or otherwise.

"Obligors" means, collectively,    the Borrower and any Additional    Borrowers, and

"Obligor" means any one of them individually.

"OFAC" means Office of Foreign Assets Control of the United States Department of the

Treasury.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

"Other Taxes" means all present or future stamp, court or documentary, intangib le, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

"Participant" has the meaning assigned to such term in Section 10.04(c).

"Participant Register" has the meaning assigned to such term in Section 10.04(c).

"Payment Office" means the office of the Administrative Agent specified in or determined

in accordance with the provisions of Section 10.01.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

0010146-0000535 NYO1: 2000703970                                     .29

"Permitted Asset Swap" means the concurrent purchase and sale or exchange of related business assets or a combination of related business assets, cash and Cash Equivalents between the Borrower or any of its Subsidiaries and another Person.

"Permitted Debt" means:

a.any Debt under this Agreement in an aggregate amount not to exceed the amount thereof drawn on the Closing Date;

b.Debt (other than Debt described in another clause of this definition) that is (x) outstanding on the date of this Agreement or (y) committed or mandated on the date of this Agreement and disclosed in writing to the Lenders and the Administra tive Agent prior to such date;

c.Pari passu Debt of the Borrower or its Restricted Subsidiaries under Credit Facilities and any Permitted Refinancing Debt in respect thereof, in an aggregate principal amount at any one time outstanding that does not exceed an amount equal to the greater of (A) $900,000,000 and (B) eight percent (8%) of Total Assets, plus,

(1)any accrual or accretion of interest that increases the principal amount of Debt under Credit Facilities and (2) in the case of any refinancing of Debt permitted under this clause (c) or any portion thereof, the aggregate amount of fees, underwriting discounts and commissions, premiums and other costs and expenses incurred in connection with such refinancing;

d.Debt owed by the Borrower to any of its Restricted Subsidiaries or Debt owed by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, that (A) if the Borrower is the obligor on such Debt, such Debt must be unsecured and expressly subordinated (it being understood that any such subordination terms must be effective at the time such Debt is incurred; provided that, such subordination shall only apply during the existence of an Event of Default pursuant to clauses 7.01(a), (b), (h) or (i) or following an acceleration of the Loans pursuant to Section 7.01) to the prior payment in full in cash of all of the Borrower's obligations under the Facility, and (B) either (x) the transfer or other disposition by the Borrower or such Restricted Subsidiary of any Debt so permitted to a Person (other than to the Borrower or any of its Restricted Subsidiaries) or (y) such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Borrower, will at the time of such transfer or other disposition, in each case, be deemed to be an incurrence of such Debt not permitted by this clause (d);

e.Acquired Debt;

f.Minority Shareholder Loans;

g.Permitted Refinancing Debt of the Borrower or any Restricted Subsidiary incurre d in exchange for or the proceeds of which are used to refinance or refund or replace, or any extension or renewal of (including, in each case, successive refinancings, extensions and renewals), Debt of any such Person incurred in compliance with the

0010146-0000535 NYO1: 2000703970                                     .30

Debt Incurrence Test or clauses (a), (b), (e) or this clause (g) of this definition, as the case may be;

h.Debt of the Borrower or any Restricted Subsidiary represented by letters of credit in order to provide security for workers' compensation claims, health, disability or other employee benefits, payment obligations in connection with self- insurance or similar requirements of the Borrower or any Restricted Subsidiary in the ordinary course of business;

i.customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets of the Borrower or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of each such incurrence of such Debt will at no time exceed the gross proceeds actually received by the Borrower or any Restricted Subsidiary in connection with the related disposition;

j.obligations in respect of (i) customs, VAT or other tax guarantees, (ii) bid, performance, completion, guarantee, surety and similar bonds, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such obligations and (iii) the financing of insurance premiums, in each case, in the ordinary course of business and not related to Debt for borrowed money;

k.Debt of the Borrower or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds; provided that such Debt is extinguished within thirty (30) days of incurrence;

l.guarantees by the Borrower or any Restricted Subsidiary of Debt or any other obligation or liability of the Borrower or any Restricted Subsidiary (other than of any Debt incurred in violation of Section 6.03 hereof); provided, however, that if the Debt being guaranteed is subordinated in right of payment to the Loans or any guarantee of the Loans, then such guarantee shall be subordinated substantially to the same extent as the relevant Debt guaranteed;

m.Debt arising under borrowing facilities provided by a special purpose vehicle notes issuer to the Borrower or any Restricted Subsidiary in connection with the issuance of notes or other similar debt securities intended to be supported primarily by the payment obligations of the Borrower or any Restricted Subsidiary in connection with any vendor financing platform;

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n.Debt of the Borrower or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Debt in respect thereof and the principal amount of all other Debt incurred pursuant to this clause (n) and then outstanding, will not exceed 100% of the cash proceeds (net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements)) received by the Borrower or any Restricted Subsidiary from the issuance or sale (other than to the Borrower or a Restricted Subsidiary) of its Minority Shareholder Loans or Capital Stock or otherwise contributed to the equity of the Borrower, in each case, subsequent to the date of execution of this Agreement (and in each case, other than through the issuance of Disqualified Stock or Preferred Stock);

o.Debt consisting of (i) mortgage financings, asset backed financings, Purchase Money Obligations or other financings, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement (including, without limitation, in respect of tenant improvement) of property (real or personal), plant, equipment or other assets (including, without limitation, network assets) used or useful in the business of the Borrower or any Restricted Subsidiary or (ii) Debt otherwise incurred to finance the purchase, lease, rental or cost of design, development, construction, installation or improvement (including, without limitation, in respect of tenant improvement) of property (real or personal), plant, equipment or other assets (including, without limitation , network assets) used or useful in the business of the Borrower or any Restricted Subsidiary whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Permitted Refinancing Debt in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt incurred pursuant to this clause (o) will not exceed the greater of (1) $250,000,000 and (2) three percent (3%) of Total Assets at any time outstanding; or

p.Debt not otherwise permitted to be incurred pursuant to clauses (a) through (o) above, which, together with any other outstanding Debt incurred pursuant to this clause (p), including any Permitted Refinancing Debt in respect thereof, has an aggregate principal amount at any time outstanding not in excess of the greater of

(A)$300,000,000 and (B) four percent (4%) of Total Assets, plus, in the case of any refinancing of Debt permitted under this clause (p) or any portion thereof, the aggregate amount of fees, underwriting discounts and commissions, premiums and other costs and expenses incurred in connection with such refinancing.

In the event that an item of Debt meets the criteria of more than one of the types of Permitted Debt or is entitled to be incurred in accordance with the Debt Incurrence Test, the Borrower in its sole discretion may classify and from time to time reclassify such item of Debt or any portion thereof and only be required to include the amount of such Debt as one of such types.

0010146-0000535 NYO1: 2000703970                                     .32

"Permitted Disposals" means:

(a)any dispositions of assets in a single transaction or series of transactions with an aggregate Fair Market Value in any calendar year of not more than the greater of

(x) $25,000,000 and (y) 1% of Total Assets (with unused amounts in any calendar year being carried over to the next succeeding year subject to a maximum of the greater of $25,000,000 and 1% of Total Assets of carried over amounts for any calendar year);

(b)any Specified Subsidiary Sale;

(c)any disposition of Tower Equipment, including any Sale/Leaseback Transaction; provided that any cash or Cash Equivalents received in connection with such disposition (the "Permitted Disposal Net Available Proceeds") are applied, within

365 days of such disposition or Sale/Leaseback Transaction, at the Borrower's option, to (i) repay, redeem, retire or cancel outstanding Senior Secured Debt; (ii) repurchase, prepay, redeem or repay Debt of the Borrower that ranks pari passu in right of payment to the Loans; (iii) to acquire all or substantially all of the assets of, or any Capital Stock of, another Related Business, if, after giving effect to any such acquisition of Capital Stock, the Related Business is or becomes a Restricted Subsidiary of the Borrower; (iv) to make a capital expenditure or acquire other assets (other than Capital Stock and cash or Cash Equivalents), rights (contractual or otherwise) and properties, whether tangible or intangible (including ownership interests) that are used or intended for use in connection with a Related Business;

(v) to repay any outstanding Obligations hereunder; (vi) enter into a binding commitment to apply the Permitted Disposal Net Available Proceeds pursuant to sub-clauses (iii) or (iv) of this clause (c), provided that such binding commitment (or any subsequent binding commitment replacing the initial binding commitment that is entered into within 180 days following the aforementioned 365-day period) shall be treated as a permitted application of the such Permitted Disposal Net Available Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365-day period; or (vii) any combination of the foregoing sub-clauses (i) through (vi) of this clause (c);

(d)a transfer of assets between or among the Borrower and/or any of its Restricted Subsidiaries;

(e)the issuance of Capital Stock by a Restricted Subsidiary to any Obligor or to another Restricted Subsidiary;

(f)any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a person (other than any Obligor or any Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition

0010146-0000535 NYO1: 2000703970                                     .33

and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(g)the sale, lease or other transfer of products, services, accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, surplus, worn-out or (in the good faith judgement of the Borrower) obsolete assets;

(h)dispositions in connection with Permitted Liens;

(i)disposals of assets, rights or revenue not constituting part of the Related Business and other disposals of non-core assets acquired in connection with any acquisition permitted under this Agreement;

(j)licenses and sublicenses of any Obligor or any Restricted Subsidiary in the ordinary course of business;

(k)any surrender or waiver of contract rights or settlement, release, recovery on, or surrender of, contract, tort or other claims in the ordinary course of business;

(l)the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(m)a transfer or disposition of assets that is governed by the provisions of Section 6.01(i) of this Agreement;

(n)the sale or other disposition of cash or Cash Equivalents;

(o)the foreclosure, condemnation or any similar action with respect to any property or other assets;

(p)a transfer or disposition of assets that is governed by Section 6.07 of this Agreement;

(q)sales of accounts receivable and related assets or an interest therein of the type specified in the definition of "Qualified Receivables Transaction" to a Receivables Entity, and Investments in a Receivables Entity consisting of cash or securitization obligations;

(r)any disposition or expropriation of assets or Capital Stock which any Obligor or any Restricted Subsidiary is required by, or made in response to concerns raised by, a regulatory authority or court of competent jurisdiction;

(s)any disposition of Capital Stock, Debt or other securities of an Unrestricted Subsidiary;

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(t)disposal of non-core assets acquired in connection with any acquisition permitted under this Agreement;

(u)any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by any Obligor or any Restricted Subsidiary to such Person;

(v)any disposition of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the Joint Venture parties set forth in Joint Venture arrangements and similar binding agreements; provided that any cash or Cash Equivalents received in connection with such disposition are applied, within 365 days of such disposition, at the Borrower's option, in accordance with sub-clauses (i) through (vii) of clause (c) of this definition of "Permitted Disposals";

(w)any sale or disposition with respect to property built, repaired, improved, owned or otherwise acquired by any Obligor or any Restricted Subsidiary pursuant to customary sale and leaseback transactions, asset securitizations and other similar financings permitted by this Agreement;

(x)any dispositions constituting the surrender of tax losses by any Obligor or a Restricted Subsidiary (i) to any Obligor or a Restricted Subsidiary; (ii) in order to eliminate, satisfy or discharge any tax liability of any person that was formerly a subsidiary of an Obligor which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that such Obligor or Restricted Subsidiary would have a liability (in the form of an indemnificat ion obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged;

(y)the disposal of up to twenty-five percent (25%) of the outstanding ordinary shares or other Capital Stock of any of the Subsidiaries of the Borrower organized or operating in Tanzania in a public offering and listing on the Dar es Salaam Stock Exchange or any other exchange approved by the Borrower;

(z)Permitted Asset Swaps; and

(aa)    any other disposal of assets not described in clauses (a) through (z) above consisting in the aggregate a value of ten percent (10%) or less of Total Assets.

"Permitted Investments" means (1) any loan made by any member of the Restricted Group to any other member of the Restricted Group, (2) loans or advances to employees and officers (or guarantees of intra-Restricted Group loans to employees or officers) in the ordinary course of business; (3) customary cash management, cash pooling or netting or setting off arrangements; and (4) the granting of Liens pursuant to clause (n) of the definition of Permitted Liens.

"Permitted Interest Rate, Currency or Commodity Price Agreement" means any Interest Rate, Currency or Commodity Price Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect against fluctuations in interest rates

0010146-0000535 NYO1: 2000703970                                     .35

or currency exchange rates and which shall have a notional amount no greater than the payments due with respect to the Debt being hedged thereby, or in the case of currency or commodity protection agreements against currency exchange or commodity price fluctuations in the ordinary course of business relating to then existing financial obligations and not for purposes of speculation.

"Permitted Liens" means:

(a)Liens for taxes, assessments or governmental charges or levies on the property of the Borrower or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with IFRS shall have been made therefor;

(b)Liens imposed by law, such as statutory Liens of landlords', carriers', warehousemen's and mechanics' Liens and other similar Liens, on the property of the Borrower or any Restricted Subsidiary in the ordinary course of business arising solely by virtue of any statutory or common law (but not contractual) provisions relating to bankers' Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;

(c)Liens on the property of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance bids, trade contracts, letters of credit performance or return-of-money bonds, surety bonds or other obligations of a like nature and incurred in a manner consistent with industry practice, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(d)Liens on property at the time the Borrower or any Restricted Subsidiary acquire d such property, including any acquisition by means of a merger or consolidatio n; provided, however, that any such Lien may not extend to any other property of the Borrower or any Restricted Subsidiary;

(e)Liens on the property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other property of the Borrower or any Restricted Subsidiary that is not a direct or, prior to such time, indirect Subsidiary of such Person (other than pursuant to after- acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

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(f)pledges or deposits by the Borrower or any Restricted Subsidiary under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Borrower or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of any member of the Borrower or any Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;

(g)utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character;

(h)Liens in favor of a credit card processor arising in the ordinary course of business under any processor agreement;

(i)any provision for the retention of title to any property by the vendor or transferor of such property which property is acquired by the Borrower or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Borrower or any Restricted Subsidiary and for which kind of transaction it is customary market practice for such retention of title provision to be included;

(j)Liens arising by means of any judgment, decree or order of any court so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order have not been fully terminated or the period within which such proceedings may be initiated has not expired and any Liens that are required to protect or enforce rights in any administrative, arbitration or other court proceeding in the ordinary course of business;

(k)Liens securing Debt of the Borrower or any Restricted Subsidiary under any Credit Facility;

(l)Liens securing any Permitted Interest Rate, Currency or Commodity Price Agreement;

(m)Liens securing Acquired Debt described in clause (a) of the definition thereof (provided that any Liens securing Permitted Refinancing Debt with respect thereto shall not be a Permitted Lien pursuant to this clause (m));

(n)Liens on the Capital Stock or other securities or assets of any Unrestricted Subsidiary to secure Debt of that Unrestricted Subsidiary;

(o)mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Borrower or any Restricted Subsidiary has easement rights or on any real property leased by the Borrower or any Restricted Subsidiary or similar agreements relating thereto and any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;

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(p)Liens existing on the date of execution of this Agreement;

(q)Liens in favor of the Borrower or any Restricted Subsidiary;

(r)Liens securing customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of the Borrower or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition;

(s)Liens securing Debt of the Borrower or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds;

(t)Liens on insurance policies and the proceeds thereof, or other deposits, to secure insurance premium financings in respect of the Borrower or any Restricted Subsidiary;

(u)Liens arising from financing statement filings (or other similar filings in any applicable jurisdiction) regarding operating leases entered into by any Restricted Subsidiary in the ordinary course of business;

(v)Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit issued to facilitate the purchase, shipment or storage of such inventory or other goods;

(w)Liens for the purpose of securing the payment of all or a part of the purchase price of Capital Lease Obligations, Purchase Money Obligations or other payments incurred by the Borrower or any of its Restricted Subsidiaries to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that such Liens do not encumber any other assets or property of the Borrower or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;

(x)Liens on property of any Restricted Subsidiary to secure Debt incurred in compliance with the Debt Incurrence Test or of the type described in clauses (h), (i), (j), (k) and (o) of the definition of "Permitted Debt";

(y)Liens on any escrow account used in connection with an acquisition of property or Capital Stock of any Person or pre-funding a refinancing of Debt otherwise permitted by this Agreement;

(z)Liens on the Borrower's and any Restricted Subsidiary's deposits in favor of financial institutions arising from any netting or set-off arrangement substantially consistent with its current practice for the purpose of netting debt and credit

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balances substantially consistent with the Borrower's or such Restricted Subsidiary's existing cash pooling arrangements;

(aa) Liens incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary with respect to obligations that do not exceed the greater of

$500,000,000 or four percent (4%) of Total Assets at any one time outstanding and

that do not in the aggregate materially detract from the value of the property of the Borrower, or materially impair the use thereof in the operation of business by the Borrower or its Restricted Subsidiaries;

(bb) Liens over cash or other assets that secure collateralized obligations incurred as Permitted Debt; provided that the amount of cash collateral does not exceed the principal amount of the Permitted Debt;

(cc) Liens on Restricted MFS Cash of the Borrower or any Restricted Subsidiary in favor of the customers or dealers of, or third parties in relation to the provision of mobile financial services, in each case who provided such Restricted MFS Cash to the Borrower or such Restricted Subsidiary;

(dd) Liens over rights under loan agreements relating to, or over notes or similar instruments evidencing, the on-loan of proceeds received by the Borrower or any Restricted Subsidiary from the issuance of Debt, which Liens are created to secure payment of such Debt;

(ee) Liens on Receivables and related assets of the type described in the definition of "Qualified Receivables Transaction" incurred in connection with a Qualified Receivables Transaction, and Liens on Investments in Receivables Entities;

(ff) Liens consisting of any right of set-off granted to any financial institution acting as a lockbox bank in connection with a Qualified Receivables Transaction;

(gg) Liens for the purpose of perfecting the ownership interests of a purchaser of Receivables and related assets pursuant to any Qualified Receivables Transaction;

(hh) Liens arising in connection with other sales of Receivables permitted hereunder without recourse to the Borrower or any of its Restricted Subsidiaries;

(ii) Liens in respect of the ownership interests in, or assets owned by, any Joint Ventures or similar arrangements, other than Joint Ventures or similar arrangements that are Restricted Subsidiaries, securing obligations of such Joint Ventures or similar agreements;

(jj) any encumbrance or restriction (including, but not limited to, put and call arrangements) with respect to Capital Stock of any Joint Venture or similar arrangement pursuant to any Joint Venture or similar agreement; and

(kk) Liens on the property of the Borrower or any Restricted Subsidiary to replace in whole or in part, any Lien described in the foregoing clauses (a) through (jj);

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provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Debt being refinanced or in respect of property that is the security for a Permitted Lien hereunder.

"Permitted Refinancing Debt" means any renewals, extensions, substitutions , defeasances, discharges, refinancings or replacements (each, a "refinancing") of any Debt of the Borrower or a Restricted Subsidiary pursuant to this definition, including any successive refinancings, as long as: (a) such Permitted Refinancing Debt is in an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

(i)the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value plus all accrued interest) then outstanding of the Debt being refinanced; and (ii) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing; (b) such Permitted Refinancing Debt has (i) a stated maturity that is either (X) no earlier than the stated maturity of the Debt being refinanced or (Y) after the stated maturity of the Loans and (ii) a Weighted Average Life-to-Maturity that is equal to or greater than the Weighted Average Life-to-Maturity of the Debt being refinanced; and (c) if the Debt being refinanced is subordinated in right of payment to the Loans, such Permitted Refinancing Debt is subordinated in right of payment to, the Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being refinanced; and (d) if the Borrower was the obligor on the Debt being refinanced, such Permitted Refinancing Debt is incurred by the Borrower.

Permitted Refinancing Debt in respect of any Credit Facility or any other Debt may be incurred from time to time after the termination, discharge or repayment of all or any part of such Credit Facility or other Debt. Permitted Refinancing Debt shall not include any Debt of the Borrower or any Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.

"Permitted Reorganization" means (a) an amalgamation, merger, consolidation, corporate reconstruction, or reorganization involving any Obligor where the entity formed by or surviving such amalgamation, merger, consolidation, corporate reconstruction, or reorganization is such Obligor; (b) an amalgamation, merger, consolidation, corporate reconstruction, or reorganization involving a Restricted Subsidiary (other than an Obligor) where the entity formed by or surviving such amalgamation, merger, consolidation, corporate reconstruction, or reorganization is a Restricted Subsidiary; (c) any liquidation, winding up, or dissolution of any Restricted Subsidiary that is not a Significant Subsidiary or an Obligor undertaken in connection with a corporate reorganization, provided that such liquidation, winding up, or dissolution is not materially adverse to the interests of the Lenders.

"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

"Plan" means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Obligor or any

0010146-0000535 NYO1: 2000703970                                     .40

ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 of ERISA be

deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Platform" has the meaning assigned in Section 10.01(d)(i).

"Preferred Stock" of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

"Pricing Grid" means the table shown immediately below setting forth the Applicable Margin applicable to the Facility based on Total Net Leverage Ratio set forth in each Compliance Certificate delivered pursuant to Section 5.01(c)(i) hereof:

RATIO LEVEL	TOTAL NET LEVERAGE RATIO	APPLICABLE MARGIN
Level I	2 3.0x	2.75%
Level II	< 3.0x and 2 2.5x	2.50%
Level III	< 2.5x and 2 2.0x	2.20%
Level IV	< 2.0x and 2 1.5x	2.00%
Level V	< 1.5x	1.75%

"Prime Rate" means the rate of interest per annum publicly announced from time to time by The Bank of Nova Scotia (or any replacement Administrative Agent) as its prime rate in effect at its office located at Toronto, Canada (or the principal office of any such replacement Administrative Agent) (which is not necessarily the lowest rate charged to any customer); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

"Pro-Rata Share" means, with respect to any Lender, the percentage of the total Credit Exposure and unused Commitments represented by such Lender's Credit Exposure and unused Commitments.

"Proceeding" means any claim, action, suit, inquiry, investigation, or other proceeding by

or before any Governmental Authority.

"Process Agent" has the meaning assigned to such term in Section 10.09(d). "Prohibited Payment" has the meaning assigned to such term in Section 3.13(e).

"Purchase Money Obligations" means any Debt incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

"Qualified Acquisition" means an acquisition    by the Borrower or any Restricted

Subsidiary of any Person or the assets of any Person with an aggregate cash purchase price of at

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least $500,000,000 which has been designated to the Administrative Agent and the Lenders by an

Authorized Officer of the Borrower as a "Qualified Acquisition."

"Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which such Person or its Subsidiaries may sell, convey or otherwise transfer to (i) a Receivables Entity (in the case of a transfer by such Person or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or may grant a Lien in, any Receivables (whether now existing or arising in the future) of such Person or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which Liens are customarily granted, in connection with asset securitization involving Receivables and any Interest Rate, Currency or Commodity Price Agreement entered into by such Person or any such Subsidiary in connection with such Receivables.

"Quarter Date" means each of March 31, June 30, September 30 and December 31.

"Rating Agency" means each of (i) Fitch, Moody's and S&P or (ii) if any of Fitch, Moody's or S&P are not making ratings of the Debt publicly available, an internationally recognized rating agency or agencies, as the case may be, selected by the Borrower, which will be substituted for any of Fitch, Moody's or S&P, as the case may be.

"Rating Category" means (i) with respect to Fitch, any of the following categories (any of which may include a "+" or "-"): AAA, AA, A, BBB, BB, B, CCC, CC, C, R, SD and D (or equivalent successor categories); (ii) with respect to Moody's, any of the following categories (any of which may include a "1," "2" or "3"): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, and C (or equivalent successor categories), and (iii) the equivalent of any such categories of Fitch or Moody's used by another Rating Agency, if applicable.

"Recast Regulation" has the meaning assigned to such term in Section 3.16. "Receivable" means a right to receive payment arising from a sale or lease of goods or the

performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an "account," "chattel paper," "payment intangible" or "instrument" under the Uniform Commercial Code as in effect in the State of New York and any "supporting obligations" as so defined.

"Receivables Entity" means a wholly-owned Subsidiary of a Person (or another Person in which such Person or any Subsidiary of such Person makes an Investment or to which such Person or any Subsidiary of such Person transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the board of directors or senior management of such Person as a Receivables Entity:

a.no portion of the Debt or any other obligations (contingent or otherwise) of which:

i.is guaranteed by such Person or any Subsidiary of such Person (excluding

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guarantees of obligations (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings); (ii) is recourse to or obligates such Person or any Subsidiary of such Person in any way other than pursuant to Standard Securitization Undertakings; or (iii) subjects any property or asset of such Person or any Subsidiary of such Person, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings except, in each such case, certain Permitted Liens;

b.with which neither such Person nor any Subsidiary of such Person has any material contract, agreement, arrangement or understanding (except in connection with a purchase money note or Qualified Receivables Transaction) other than on terms not materially less favorable to such Person or such Subsidiary than those that might be obtained at the time from Persons that are not affiliates of such Person, other than fees payable in the ordinary course of business in connection with servicing Receivables; and

c.to which neither such Person nor any Subsidiary of such Person has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results (other than those related to or incidental to the relevant Qualified Receivables Transaction).

Any such designation by the board of directors or senior management of the Borrower shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a certified copy of the resolution of the board of directors or senior management of the Borrower giving effect to such designation or an certificate from an Authorized Officer of the Borrower certifying that such designation complied with the foregoing conditions.

"Receivables Repurchase Obligation" means any obligation of a seller of Receivables in a Qualified Receivables Transaction to repurchase Receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

"Recipient" means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank,

as applicable.

"Redeemable Stock" of any Person means any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is convertible into or exchangeable for Debt or is redeemable at the option of the holder thereof, in whole or in part, at any time prior to the Maturity Date.

"Register" has the meaning assigned to such term in Section 10.04(b)(iv).

"Related Business" means (i) any business, services or activities engaged in by the Borrower or any of its Subsidiaries on the date of execution this Agreement and (ii) any business in which the Borrower or its Subsidiaries are engaged, directly or indirectly, that consists primarily

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of, or are related to, operating, acquiring, developing or constructing any telecommunications services (including, without limitation, fixed and mobile telephony, broadband internet, network- related services, cable television, broadcast content, network-neutral services, electronic, transactional, financial and commercial services related to the provision of telephony or internet services) and related businesses.

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

"Release" means any depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, seeping, dumping, placing, discarding, abandonment, or disposing into or through the environment (including abandonment or disposal of any barrel, container or other closed receptacle containing any Hazardous Materials).

"Repeating Representations" means the representations and warranties set forth in Sections 3.01, 3.05(b) (provided that, the reference to the date set forth in Section 3.05(b) shall be deemed a reference to the date of the latest audited financial statements delivered hereunder as of the date in which such Repeating Representation is deemed repeated), 3.08(d), 3.13 and 3.15.

"Required Lenders" means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time; provided that, in the event any of the Lenders shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, "Required Lenders" means Lenders (excluding all Defaulting Lenders) having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments of such Lenders (excluding all Defaulting Lenders) at such time.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

"Restricted Cash" means the sum of (i) Restricted MFS Cash and, without duplication, (ii) amount of cash that would be stated as "restricted cash" on the consolidated statement of financial position of any Person, as of such date in accordance with IFRS.

"Restricted Group" means the Borrower and its Restricted Subsidiaries.

"Restricted MFS Cash" means, as of any date of determination, an amount equal to any cash paid in or deposited by or held on behalf of any customer or dealer of, or any other third party in relation to, one or more of the Borrower and its Restricted Subsidiaries, if any, engaged in the provision of mobile financial services and designated as "restricted cash" on the consolidated statement of financial position of such Person, together with any interest thereon.

"Restricted Subsidiary" means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

"Revolving Loan" means a Loan made pursuant to Section 2.01 and Section 2.03.

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"S&P" means Standard & Poor's Rating Services, a Standard & Poor's Financial Services

LLC business, and any successor to its rating agency business.

"Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired whereby a Person or its Subsidiary transfers such property to another Person and such Person or such Subsidiary leases it from such other Person.

"Sanctioned Country" means a country, region or territory which is itself the subject or target of comprehensive, country-, region-, or territory-wide Sanctions Laws, including as of the date hereof Cuba, Iran, Syria, North Korea, and the Crimea region of Ukraine.

"Sanctions Laws” means any applicable economic or financial sanctions or trade embargoes, imposed, administered, promulgated, or enforced from time to time by the U.S. government (including without limitation those administered by OFAC), the European Union, Her Majesty's Treasury, Canada, the United Nations Security Council or other relevant sanctions authority.

"SEC" means the Securities and Exchange Commission of the United State of America. "Senior Secured Debt” means, as of any date of determination, any Debt of (a) the

Borrower that is secured by a security interest in any assets of the Borrower or any of its Restricted Subsidiaries and/or (b) any Restricted Subsidiary of the Borrower, other than Debt incurred pursuant to clauses (h), (i), (j), (k), (l) and (o) of the definition of "Permitted Debt".

"Significant Subsidiary" means, at the date of determination, any Restricted Subsidiary of the Borrower that (1) for the most recent Financial Year, accounted for more than 10% of Consolidated EBITDA or (2) as of the end of the most recent Financial Year, was the owner of more than 10% of Total Assets.

"Solvent" means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is generally paying its debts as they become due (whether at maturity or otherwise) and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person's property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Specified Legal Expenses" means, to the extent not constituting an extraordinary, non- recurring or unusual loss, charge or expense, all attorneys' and experts' fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).

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"Specified Subsidiary Sale" means the sale, transfer or other disposition of all of the Capital Stock, or all of the assets or properties of, (a) any Person, the primary purpose of which is to own Tower Equipment located in any market in which the Borrower or its Restricted Subsidiaries operate; (b) any Person which operates the Borrower's or any Restricted Subsidiary of the Borrower's mobile financial services business; (c) MKC Brilliant Services GmbH; and (d) Africa Internet Holding GmbH.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by a Person or any Subsidiary of such Person which are reasonably customary in a securitization of Receivables transactions, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

"Step-Up Option" has the meaning assigned to such term in Section 6.04(b).

"Subsidiary" of any Person means (i) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.

“Swingline Borrowing" means a Borrowing of a Swingline Loan pursuant to Section 2.05.

"Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

"Swingline Lender" means The Bank of Nova Scotia, in its capacity as lender of Swingline Loans hereunder. The Borrower, the Administrative Agent and any Lender may agree that such Lender may make Swingline Loans hereunder, in which case the term "Swingline Lender" shall include such Lender with respect to the Swingline Loans made by such Lender, and each reference to "Swingline Lender" shall mean the applicable Swingline Lender or all Swingline Lenders, as the context may require, or any successor Swingline Lender hereunder.

“Swingline Loan" means a Loan made pursuant to Section 2.05.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Test Period" means, as of any date of determination, the most recent period of four consecutive Financial Quarters ended on or prior to such date (taken as one accounting period) in respect of which financial statements for each such Financial Quarter (or the Financial Year comprised by such Financial Quarters) have been delivered or are required to have been delivered pursuant to Section 5.01(a) or (b). A Test Period may be designated by reference to the last day thereof (i.e., the "December 31st Test Period" of a particular year refers to the period of four

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consecutive Financial Quarters of the Borrower ended on December 31st of such year), and a Test Period shall be deemed to end on the last day thereof.

"Total Assets" means the consolidated total assets of the Borrower and its Restricted Subsidiaries as shown on the Borrower's most recent consolidated statement of financial position prepared on the basis of IFRS prior to the relevant date of determination calculated to give pro forma effect to any acquisitions (including through mergers or consolidations) and dispositions that have occurred subsequent to such period, including any such acquisitions to be made with the proceeds of Debt giving rise to the need to calculate Total Assets.

“Total Net Leverage Ratio" means, as of any date of determination, the ratio of (i) Consolidated Net Debt outstanding as of such date to (ii) Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case determined on a pro forma basis as if any Debt incurred on such date of determination had been incurred, or any Debt repaid, redeemed or repurchased on such date of determination had been repaid, redeemed or repurchased (as applicable), at the beginning of such Test Period; provided, however, that for purposes of the Debt Incurrence Test, the pro forma calculation of the Total Net Leverage Ratio shall not give effect to

(i)any Permitted Debt incurred on such determination date (other than Acquired Debt), or (ii) the discharge on such determination date of any Permitted Debt to the extent that such discharge results from the proceeds incurred pursuant to any Permitted Debt (other than the discharge of Debt using proceeds of Acquired Debt). For the avoidance of doubt, in determining the Total Net Leverage Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Debt in respect of which the pro forma calculation is to be made, unless such proceeds are committed to be used for debt repayment or refinancing.

"Tower Equipment" means passive infrastructure related to telecommunications services, excluding telecommunications equipment, but including, without limitation, towers (including tower lights and lightning rods), power breakers, deep cycle batteries, generators, voltage regulators, main AC power, rooftop masts, cable ladders, grounding, walls and fences, access roads, shelters, air conditioners and BTS batteries owned by the Borrower or any of its Restricted Subsidiaries.

"Transactions" means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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"UK Resolution Authority" means the Bank of England or any other public administra tive

authority having responsibility for the resolution of any UK Financial Institution.

"Unreimbursed Amount" has the meaning assigned to such term in Section 2.06(e)(i). "Unrestricted Subsidiary" means any Subsidiary of the Borrower designated as such in

accordance with the terms of Section 6.10 of this Agreement.

"Unused Commitment Fee Rate" means, for any day, a rate per annum equal to thirty percent (30%) of the Applicable Margin with respect to Eurodollar Loans for such day.

"U.S. Person" means a "United States person" within the meaning of Section 7701(a)(30) of the Code.

"U.S. Tax Compliance Certificate" has the meaning    assigned to such term in

Section 2.17(f)(ii)(B)(3).

"VAT" means:

1.any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), as amended; and

2.any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

"Voting Stock" of any person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

"Weighted Average Life-to-Maturity" means, when applied to any Debt or Preferred Stock at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Debt or liquidation preference of such Preferred Stock, as the case may be, into (b) the total of the product obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or upon mandatory redemption, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

"Withholding Agent" means any Obligor and the Administrative Agent.

"Write-Down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

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and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liabilit y of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan" or a "Swingline Loan") or by Type (e.g., a "Eurodollar Loan" or an "ABR Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) the word "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization and (g) any reference to any law or regulation herein shall, unless specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 1.04 Accounting Terms; IFRS. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS as in effect from time to time, to the extent applicable to the relevant terms, data, ratios and calculations. If there is a change to IFRS that might result in any material alteration in the commercial effect of any of the terms of this Agreement (a "Material IFRS Change"), the Loan Parties shall notify the Administra tive Agent and, if the Administrative Agent so requests, deliver to the Administrative Agent sufficient information, in form and substance as may be reasonably required by the Administrative Agent,

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to enable the Lenders to determine whether the Financial Covenant (if applicable) has been complied with notwithstanding such Material IFRS Change. If the Loan Parties notify the Administrative Agent of a Material IFRS Change in accordance with this paragraph, then the Loan Parties and the Administrative Agent shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which may be necessary to ensure that the Material IFRS Change does not result in any material alteration in the commercial effect of the terms of this Agreement, and if any amendments are agreed they shall take effect and be binding on the Loan Parties and the Credit Parties in accordance with their terms.

Section 1.05 Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to the same number of decimal places by which such ratio is expressed herein (the "applicable decimal place") and rounding the result up or down to the applicable decimal place.

Section 1.06 Time of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

Section 1.07 Currency Equivalents. Except as otherwise specified herein, all references herein or in any other Loan Document to a Dollar amount shall mean such amount in Dollars or, if the context so requires, any monetary amount in a currency other than Dollars, at any time of determination thereof, the amount of Dollars obtained by translating such other currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable other currency as published in the Financial Times on the date that is two (2) Business Days prior to such determination.

Section 1.08 LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the Adjusted LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the "IBA") for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 2.23 of this Agreement, such Section 2.23 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section 2.23, in advance of any change to the reference rate upon Loans bearing interest at the Adjusted LIBO Rate. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of "Adjusted LIBO Rate" or with respect to any alternative or successor rate thereto, or replacement rate therefor or thereof, including, without limitation, whether the

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composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.23, will be similar to, or produce the same value or economic equivalence of, the Adjusted LIBO Rate or have the same volume or liquid ity as did the London interbank offered rate prior to its discontinuance or unavailability.

Section 1.09    Cashless Roll. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Obligors, the Administrative Agent and such Lender, and any such exchange, continuation or rollover shall be deemed to comply with any requirement hereunder or under any other Loan Document that any payment be made "in Dollars", "in immediately available funds", "in cash" or any other similar requirements.

Section 1.10    Luxembourg Terms. In the Loan Documents, a reference to (a) a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes (i) any juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code, (ii) any liquidateur appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg Companies Act, (iii) any juge- commissaire or liquidateur appointed under Article 1200-1 of the Luxembourg Companies Act

(iv) any commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or under Articles 593 to 614 (inclusive) of the Luxembourg Commercial Code and (v) any juge délégué appointed under the Luxembourg act of 14 April 1886 on the composition to avoid bankruptcy, as amended; (b) a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement) and controlled management (gestion contrôlée); and (c) a Person being unable to pay its debts includes that Person being in a state of cessation of payments (cessation de paiements).

ARTICLE II THE CREDITS

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each

Lender agrees to make Revolving Loans to any Obligor from time to time on any Business Day from its applicable Lending Office during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's Credit Exposure exceeding such Lender's Commitment or

(ii)the sum of the total Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Obligors may borrow, prepay and re-borrow Revolving Loans.

Section 2.02 Loans and Borrowings.

(1)Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other

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Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and

no Lender shall be responsible for any other Lender's failure to make Loans as required.

1.Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans (in each case, denominated in Dolars), as the Obligors may request in accordance herewith. Each Swingline Loan shall be an ABR Loan unless otherwise agreed in accordance with Section 2.13(a). Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) the making of such Loan by any domestic or foreign branch or Affiliate of such Lender shall not increase the payments due from the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower); and (ii) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

2.At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 or, if less, an amount that is equal to the entire unused balance of the total Commitments. At the time that each ABR Borrowing is made, such Borrowing shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that, at no time shall there be more than 15 Loans outstanding.

3.Notwithstanding any other provision of this Agreement, the Obligors shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03 Requests for Borrowings. To request a Borrowing, an Authorized Officer of the applicable Obligor shall notify the Administrative Agent of such request by electronic mail or telephone (if promptly confirmed by written notice consistent with such telephonic notice) (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m, New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any notice of a Swingline Borrowing shall be made in accordance with Section 2.05(b). Each such telephonic or electronically mailed notification shall be irrevocable and shall be confirmed promptly by hand delivery, electronic mail or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit D or such other form approved by the Administrative Agent (each, a "Borrowing Request") and signed by the applicable Obligor. Each such telephonic or electronically mailed notification and written Borrowing Request shall specify the following information in compliance with Section 2.02:

a.the aggregate amount of the requested Borrowing;

b.the date of such Borrowing, which shall be a Business Day;

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c.whether such Borrowing is to be an ABR Borrowing or a Eurodollar

Borrowing;

d.in the case of a Eurodollar Borrowing, the initial Interest Period to

be applicable thereto, which shall be a period contemplated by the definition of the term

"Interest Period"; and

d.the location and number of the applicable Obligor's account to

which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of a Borrowing is specified in the applicable Borrowing Request, then

(x) if such Borrowing Request was delivered not later than 1:00 p.m, New York City time, three

(3)Business Days before the date of the proposed Borrowing, the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month's duration, or (y) if such Borrowing Request was delivered after such time, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

Section 2.04    Incremental Facilities.

(a)On one or more occasions at any time after the Closing Date, the Obligors may by written notice to the Administrative Agent elect to request an increase to the existing Commitments (any such increase, the "Incremental Commitments" and the loans made thereunder, the "Incremental Loans") in an aggregate amount not to exceed $300,000,000. Each such notice shall specify the date (each, an "Increased Amount Date") on which the Obligors propose that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. Incremental Commitments may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make, or provide commitments with respect to, an Incremental Loan) or by any other Person (each, an "Incremental Lender"); provided that any such Incremental Lender to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower, the Administrative Agent, the Issuing Banks and the Swingline Lender unless such Incremental Lender is an existing Lender (each of which approvals shall not be unreasonably withheld, conditioned or delayed). The terms and provisions of any Incremental Commitments shall be identical to the existing Commitments.

(b)The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent:

(i)immediately prior to and after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, no Default or Event of Default shall exist;

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ii.the representations and warranties made or deemed made by the Obligors in Article III hereof shall be true and correct in all material respects on the Increased Amount Date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents;

iii.the Administrative Agent shall have received one or more Additional Credit Extension Amendments, providing for Incremental Commitments in the amount of such increase; and

iv.the Administrative Agent shall have received an opinion of counsel to the Loan Parties (in substantially the same form as delivered on the Closing Date which may at the option of the Borrower be delivered by internal counsel of the Loan Parties), and addressed to the Administrative Agent and the Lenders.

c.On each Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders and Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (b) each Incremental Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and (c) each Incremental Lender shall become a Lender with respect to its Incremental Commitment and all matters relating thereto.

d.The Administrative Agent shall notify the Lenders promptly upon receipt of notice of each Increased Amount Date and in respect thereof (y) the Incremental Commitments and the Incremental Lenders, and (z) in the case of each notice to any existing Lender, the respective interests in such Lender's Revolving Loans, in each case subject to the assignments contemplated by this Section.

e.Any upfront fees payable to the Incremental Lenders shall be determined by the Borrower and the applicable Lenders.

f.The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Obligors, the Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

g.Upon each increase in the Commitments pursuant to this Section,

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i.each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender, and each such Incremental Lender will automatically and without further act be deemed to have assumed, a portion of such Lender's participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit and (2) participations hereunder in Swingline Loans held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender's Commitments; and

ii.if, on the date of such increase, there are Revolving Loans then outstanding, the Borrower shall prepay such Revolving Loans (and pay any additional amounts required pursuant to Section 2.15 in connection therewith) with the proceeds of Revolving Loans from the Incremental Lender(s) to the extent necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Loans will be held ratably by the Lenders (including the Incremental Lender(s)) in accordance with their respective Commitments after giving effect to the applicable Incremental Commitment(s).

The Administrative Agent, the Issuing Banks and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section 2.04(g).

h.Any upfront fees payable to the Incremental Lenders shall be determined by the Borrower and the applicable Lenders.

Section 2.05    Swingline Loans.

(a)Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance on the agreements of the Lenders set forth herein, agrees to make Swingline Loans to any Obligor from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the Credit Exposure of any Lender exceeding its Commitment or (iii) the sum of the total Credit Exposures exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, each Obligor may borrow, prepay and re-borrow Swingline Loans.

(b)To request a Swingline Loan, an Authorized Officer of the Obligor shall notify the Administrative Agent of such request by telephone (confirmed by electronic mail or telecopy) or electronic mail, not later than 1:00 p.m. New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Obligor. The Swingline Lender shall make each Swingline Loan available to such Obligor by means of a credit to the general deposit account of such Obligor with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section

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2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c)The Swingline Lender may by written notice given to the Administra tive Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely, unconditionally and irrevocably agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire and fund participations in Swingline Loans pursuant to this paragraph is absolute, unconditional and irrevocable shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or a reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatismutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Obligors of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from any Obligor (or other party on behalf of any Obligor) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shal be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to such Obligor for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Obligor of any default in the payment thereof.

(d)Any Swingline Lender may resign at any time by giving thirty (30) days' prior notice to the Administrative Agent, the Lenders and the Borrower. After the resignation of a Swingline Lender hereunder, the retiring Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline Loans.

Section 2.06    Letters of Credit.

(a)General. Subject to the terms and conditions set forth herein, an Obligor may request the issuance of Letters of Credit (or the amendment or extension of an outstanding Letter of Credit), denominated and payable in Dollars, as the applicant thereof for the support of

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its or any Restricted Subsidiary's obligations, by delivery of a written Letter of Credit Request to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period at least three (3) Business Days before the requested date of issuance, amendment or extension (or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree), (i) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended and (ii) specifying (A) the date of issuance, amendment or extension (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with this Section 2.06), (C) the amount of such Letter of Credit, (D) the name and address of the beneficiary thereof and (E) such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Obligor also shall submit a letter of credit application on such Issuing Bank's standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such form of letter of credit application or other agreement submitted by an Obligor to, or entered into by an Obligor with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b)Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

(c)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal, reinstatement of amounts paid, or extension of an outstanding Letter of Credit), an Obligor shall hand deliver or telecopy (or transmit by electronic mail, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days or such shorter period as may be agreed by the Administrative Agent and the Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, reinstated or extended, and specifying the date of issuance, amendment, renewal, reinstatement or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, reinstate, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Obligor also shall submit a letter of credit application on the applicable Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Obligor shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the Credit Exposure of any Lender shall not exceed its Commitment (except as set forth in sub-section (v) below with respect to the applicable Issuing Bank), (iii) the sum of the total Credit Exposures shall not exceed the total Commitments, (iv) the aggregate LC Exposure of any Issuing Bank shall not, without the

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consent of such Issuing Bank (acting in its sole discretion), exceed its LC Commitment; and (v) each Issuing Bank's LC Exposure plus any other extensions of credit under the Facility by such Issuing Bank shall not, without the consent of such Issuing Bank (acting in its sole discretion), exceed the Commitment then held by such Issuing Bank. No Issuing Bank shall be under any obligation to issue any Letter of Credit if (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shal impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such Issuing Bank is not otherwise compensated hereunder) and which such Issuing Bank in good faith deems material to it, (2) any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.20(a)(iii)(a), any Defaulting Lender's LC Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank's Defaulting Lender's LC Exposure arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting Lender LC Exposure or

(3)the issuance of such Letter of Credit would violate any policies of such Issuing Bank applicable

to letters of credit in general.

An Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(d)Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower (i) when a standby Letter of Credit is issued, the rules of the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) (the "ISP") shall apply to such standby Letter of Credit and (ii) when a commercial or "trade" Letter of Credit is issued, the rules of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance) (the "UCP") shall apply to such commercial or "trade" Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Borrower for, and such Issuing Bank's rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any Law, order or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Laws or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the International Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such laws or practice rules.

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(e)Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension, which renewals or extensions, subject to clause (ii) hereof, may be automatic pursuant to the terms of such Letter of Credit so long as the applicable Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve month period) and (ii) the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date that is not more than twelve (12) months after the Maturity Date so long as (1)(x) the applicable Obligor shall provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to forty-five (45) days before the Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Maturity Date, or (y) absent such cash collateral referred to in sub-section (1)(x) above, such Letter of Credit is fully approved by the applicable Issuing Bank and all other Lenders; provided that, if the Lenders approve the issuance of such Letter of Credit without cash collateral as required under sub-section (1)(x) above, such cash collateral shall be required at the Maturity Date if such Letters of Credit remain outstanding at such date; (2) the obligations of the applicable Obligor under this Section 2.06 in respect of such Letters of Credit shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (3) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the applicable Obligor by the Administrative Agent after the Maturity Date until no such Letters of Credit remain outstanding.

(f)Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administra tive Agent, for the account of such Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Obligor on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment require d to be refunded to the applicable Obligor for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal, reinstatement or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender's Commitment is amended pursuant to the operation of Section 2.22, as a result of an assignment in accordance with Section 10.04 or otherwise pursuant to this Agreement.

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(g)Reimbursement.

1.If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Obligor shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Obligor receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time or

2.the Business Day immediately following the day that such Obligor receives such notice, if such notice is not received prior to such time (the date so applicable, the "Honor Date"); provided that, if such Obligor fails to so reimburse such LC Disbursement by the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed LC Disbursement (the "Unreimbursed Amount") and the amount of such Lender's Applicable Percentage thereof. In such event, such Obligor shall be deemed to have requested an ABR Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard for the minimum and multip les specified in Section 2.02(c) but subject to the amount of the unutilized Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Borrowing Request). Any notice given pursuant to the proviso of this Section 2.06(e)(i) may be given by telephone if immediately confirmed in writing (but the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice).

a.Promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i) (and in any event, (i) if the notice is received prior to 11:00 a.m., not later than 2:00 p.m. on the Business Day such notice is received or (ii) if the notice is received after 11:00 a.m., on the immediately following Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatismutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders, whereupon, subject to the provisions of section 2.06(e)(iii), each Lender that so makes funds available shall be deemed to have made an ABR Revolving Loan under the Commitments to such Obligor in such amount.

b.With respect to any Unreimbursed Amount that is not fully refinanced by an ABR Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, then, promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i), each Lender shall pay to the Administrative Agent, for the account of the respective Issuing Bank, its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatismutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Obligor pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the

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applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve any Obligor of its obligation to reimburse such LC Disbursement.

(h)Obligations Absolute. Each Obligor's obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Obligor's obligations hereunder. Neither the Administrative Agent, the Lenders nor the applicable Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to any Obligor to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by such Obligor to the extent permitted by applicable Law) suffered by such Obligor that are caused by the applicable Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), the applicable Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, (i) with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit, (ii) an Issuing Bank may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a replacement marked as such or waive a requirement for its presentation, (iii) this sentence shall establish the standard of care to be exercised by an Issuing Bank when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).

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Without limiting the foregoing, none of the Administrative Agent, the Lenders, any Issuing Bank, or any of their Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) an Issuing Bank declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower's waiver of discrepancies with respect to such documents or request for honor of such documents or

1.an Issuing Bank retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such Issuing Bank.

An Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such Issuing Bank.

(i)Disbursement Procedures. The applicable Issuing Bank shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Obligor in writing or by telephone (confirmed by electronic mail or telecopy) or electronic mail of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Obligor of its obligation to reimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement.

(j)Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Obligor shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Obligor reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such Obligor fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.

(k)Replacement of the Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the Obligors shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b)(ii). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term

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"Issuing Bank" shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(l)Resignation of an Issuing Bank. Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon thirty (30) days' written notice to the Borrower and Lenders, resign as an Issuing Bank; provided that, unless such Issuing Bank shall have ceased to be a Lender, on or prior to the expiration of such 30-day period with respect to such resignation, such Issuing Bank shall have identified a successor Issuing Bank acceptable to the Borrower (which acceptance shall not be unreasonably withheld, conditioned or delayed) willing (in its sole discretion) to accept its appointment as successor Issuing Bank (it being understood that the Borrower and such successor Issuing Bank shall agree upon such Issuing Bank's LC Commitment, which amount shall not be less than that held by the resigning Issuing Bank, unless otherwise agreed to by the Borrower and such successor Issuing Bank). In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing (in its sole discretion) to accept such appointment, a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank, as the case may be; provided, further, that, for the avoidance of doubt, in the event that the Issuing Bank resigns as Issuing Bank and, as of the effective date of such resignation, no successor Issuing Bank is appointed in accordance with this Section, the Borrower's appointment of a successor Issuing Bank thereafter shall not constitute the increase of a Commitment or the incurrence of an Incremental Loan. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Obligations (solely with respect to such Issuing Bank's Commitment) with respect thereto (including the right to require the Lenders to make ABR Loans in the amount of the applicable LC Disbursements pursuant to Section 2.04(f), or fund risk participations made by such Issuing Bank and not reimbursed).

(m)Cash Collateralization. If (A) any Event of Default shall occur and be continuing or following an acceleration of the Loans, on the Business Day that any Obligor receives notice from the Administrative Agent or the Required Lenders (or, following an acceleration of the Loans, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (B) require d by Section 2.06(c), such Obligor shall deposit in an account established and maintained on the books and records of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Obligors described in Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent for the satisfaction of the LC Exposure and as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest

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earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Obligors' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Obligors for the LC Exposure at such time or, following an acceleration of the Loans (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If an Obligor is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Obligor within three Business Days after all Events of Default have been cured or waived.

(n)Letters of Credit Issued for account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower's business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.07    Funding of Borrowings.

(a)Each Lender shall make each Loan to be made by it hereunder from its applicable Lending Office on the proposed date thereof by wire transfer of immediately available funds, in Dollars, by 12:00 noon (or, in the case of an ABR Loan requested for that same day, 2:00 p.m.), New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Obligors by crediting the amounts so received, in like funds, by wire transfer by 4:00 p.m. New York City time, to an account of the applicable Obligor designated by the applicable Obligor in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b)Each Lender may make any Loan through any Lending Office; provided that (i) the making of such Loan through such Lending Office shall not increase the amounts payable by the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower) and (ii) the exercise of this option shall not affect the obligation of such Obligor to repay the Loan in accordance with the terms of this Agreement.

(c)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the

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applicable Obligor a corresponding principal amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent within five (5) Business Days from the date on which the Administrative Agent made available to the applicable Obligor the corresponding principal amount, then the applicable Lender and the applicable Obligor severally agree to pay to the Administrative Agent forthwith on demand such corresponding principal amount with interest thereon, for each day from and including the date such amount is made available to the applicable Obligor to but excluding the date of payment to the Administra tive Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by such Obligor, (x) the Adjusted LIBO Rate applicable to the relevant Borrowing in case such Borrowing is an Eurodollar Borrowing, or (y) the interest rate applicable to ABR Loans in case such Borrowing is an ABR Borrowing; provided, that the obligation of the Obligors to pay interest on the corresponding principal amount shall only apply to the extent that the Administrative Agent has not received the payment of interest thereon from the relevant Lender following demand. If both the Borrower and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. Any payment by an Obligor hereunder shall be without prejudice to any claim such Obligor may have against a Lender hereunder for failure to fund or thereafter make such payment to the Administrative Agent.

Section 2.08    Interest Elections.

(a)Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request (or as otherwise provided in Section 2.03). Thereafter, an Obligor may elect to convert such Borrowing to a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. An Obligor may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)To make an election pursuant to this Section, an Authorized Officer of the applicable Obligor shall notify the Administrative Agent of such request by telephone or electronic mail (i) in the case of a conversion from or continuation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, at least three (3) Business Days before the date of the proposed Borrowing, and (ii) in the case of a conversion to an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic or electronically mailed Interest Election Request shall be irrevocable and, in the case of a telephonic Interest Election Request, shall be confirmed promptly by hand delivery, electronic mail or telecopy to the Administrative Agent of a written Interest Election Request signed by such Obligor.

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(c)Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the applicable Obligor shall be deemed to have selected an Interest Period of one month's duration.

(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(e)If an Obligor fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the applicable Obligor (provided that no such notice shall be required following an Event of Default under Section 7.01(h) or (i)), then, so long as an Event of Default is continuing (i) no outstanding Borrowing under such Facility may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.09    Termination and Reduction of Commitments.

(a)Unless previously terminated, the Commitments shall terminate on the

Maturity Date.

(b)The Borrower may at any time terminate, or from time to time reduce, the

Commitments; provided that the Obligors shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the total Commitments.

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(c)The Obligors shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by an Obligor pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Obligors may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Obligors (by notice to the Administrative Agent on or prior to the specified closing date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments (except for a termination of the Commitment of (x) a Defaulting Lender or (y) a Lender that is unable to make or maintain Eurodollar Loans, in each case, in accordance with Section 2.19).

Section 2.10    Repayment of Loans; Evidence of Debt.

(a)Each Obligor hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth (5th) Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Obligors shall repay all Swingline Loans then outstanding. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Obligors to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)The Administrative Agent shall maintain accounts in which it shall record

(i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Obligors to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(c)The entries made in the accounts maintained pursuant to paragraph (b) or

(c)of this Section shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administra tive Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Obligors to repay the Loans in accordance with the terms of this Agreement.

Section 2.11    Prepayment of Loans; Evidence of Debt.

a.Each Obligor shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section.

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b.An Authorized Officer of the applicable Obligor shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or electronic mail of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment or

(iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

c.Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a Note, payable to such Lender or its registered assigns.

Section 2.12    Fees.

(a)From the Closing Date until the last day of the Availability Period, the Obligors agree to pay to the Administrative Agent, for the account of each Lender, an unused commitment fee for the period from and including the Closing Date to the last day of the Availability Period, computed at the Unused Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each the last Business Day of each of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date; provided that any unused commitment fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Obligors so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Obligors prior to such time; and provided, further, that no unused commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All unused commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)The Obligors agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and

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including the Closing Date to but excluding the later of the date on which such Lender's

Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and

(ii)to each Issuing Bank a fronting fee at the rate of 0.125% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Interest Payment Date shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to each Issuing Bank pursuant to this paragraph shall be payable within sixty (60) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c)The Obligors agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times specified in the Administrative Agent Fee Letter or as otherwise separately agreed upon between the Borrower and the Administrative Agent.

(d)All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution, in the case of unused commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances; provided that, excess unused commitment fee payments by any Obligor may be credited against accrued unused commitment fees payable by such Obligor, but only to the extent and on the terms and subject to the conditions expressly provided for in the definitions of "Applicable Margin" and "ESG-Based Pricing Ratchet".

Section 2.13    Interest.

(a)The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. Swingline Loans shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b)The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c)Notwithstanding the foregoing, if an Event of Default under Section 7.01(a) or (b) has occurred and is continuing, all overdue Obligations (which shall include all Obligations following an acceleration of the Loans pursuant to Section 7.01, including an automatic acceleration) shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount (including interest), two percent (2.0%) plus the rate otherwise applicable to ABR

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Revolving Loans as provided in paragraph (a) of this Section; provided that no interest pursuant to this paragraph (c) shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

a.Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

b.All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate and Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.14    Alternate Rate of Interest. Subject to Section 2.23 hereof, if prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b)the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing under such Facility for such Interest Period;

then the Administrative Agent shall give notice thereof to the applicable Obligor and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies such Obligor and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing under such Facility to, or continuation of any Borrowing under such Facility as, a Eurodollar Borrowing shall be ineffective, (ii) any Interest Election Request that requests the continuation of any Borrowing under such Facility as a Eurodollar Borrowing shall be deemed to be a request for conversion of such Borrowing to an ABR Borrowing (absent prepayment by the Obligors at the end of the relevant Interest Period) and (iii) if any Borrowing Request requests a Eurodollar Borrowing under such Facility, such Borrowing shall be made as an ABR Borrowing.

Section 2.15    Increased Costs. (a) If any Change in Law shall:

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i.impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;

ii.impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

iii.subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then upon request of such Lender, Issuing Bank, or other Recipient, the applicable Obligor will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided, that no Obligor shall be obligated to pay any such compensation unless the Lender or other Recipient requesting such compensation is also requesting compensation as a result of such Change in Law from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 2.15(a).

(b)If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender's or Issuing Bank's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or such Issuing Bank's capital or on the capital of such Lender's or such Issuing Bank's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or such Issuing Bank's policies and the policies of such Lender's or such Issuing Bank's holding company with respect to capital adequacy and liquidity), then from time to time the applicable Obligor will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank for any such reduction suffered; provided, that no Obligor shall be obligated to pay any such compensation unless the Lender or other Recipient requesting such compensation is also requesting compensation as a result of such Change in Law from other similarly situated customers under

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agreements relating to similar credit transactions that include provisions similar to this Section 2.15(b).

a.A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the applicable Obligor and shall be conclusive absent manifest error. Such Obligor shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within sixty (60) days after receipt thereof.

b.Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to the provisions of Sections 2.15, or 2.17 shall not constitute a waiver of such Lender's or such Issuing Bank's right to demand such compensation; provided that no Obligor shall be required to compensate a Lender or an Issuing Bank pursuant to the provisions of Sections 2.15 or 2.17 for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies such Obligor of the event giving rise to such increased costs or reductions and of such Lender's or such Issuing Bank's intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by an Obligor pursuant to Section 2.19, then, in any such event, such Obligor shall compensate each Lender for the loss, cost and expense attributable to such event (excluding loss of profits). In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, by which (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate, as applicable, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), exceeds (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the applicable Obligor and shall be conclusive absent manifest error. The applicable Obligor shall pay such Lender the amount shown as due on any such certificate within sixty (60) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that no Obligor shall be required to compensate a Lender pursuant to this Section for any amount incurred more than sixty (60) days

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prior to the date that such Lender notifies such Obligor of such Lender's claim for compensation

therefor.

Section 2.17    Payments Free of Taxes.

(a)Any and all payments by or on account of any obligation of any Obligor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Obligors. The Obligors shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c)Evidence of Payments. Within thirty (30) days after the date of any payment of Taxes by any Obligor to a Governmental Authority pursuant to this Section 2.17 (or, if receipts or evidence are not available within 30 days, as soon as practicable thereafter), such Obligor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)Indemnification. The applicable Obligor shall indemnify each Recipient, within sixty (60) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) payable or paid by such Recipient and any documented and reasonable expenses arising therefrom or with respect thereto, or required to be withheld or deducted from a payment to such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Any Recipient claiming indemnity pursuant to this Section 2.17(d) shall notify the Obligors of the imposition of the relevant Indemnified Taxes as soon as reasonably practicable after the Recipient becomes aware of such imposition. The Obligors shall not be required to compensate any Recipient pursuant to this Section 2.17(d) for any interest, additions to tax or penalties that accrue more than 270 days prior to the date that such Recipient notifies such Obligor of the imposition of the relevant Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the applicable Obligor by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within sixty (60) days after demand therefor, for (i) any Indemnified Taxes

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attributable to such Lender (but only to the extent that any Obligor has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 10.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any documented and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

a.Status of Lenders. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Obligors and the Administrative Agent, at the time or times reasonably requested by the Obligors or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Obligors or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Obligors or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Obligors or the Administrative Agent as will enable the Obligors or the Administrative Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Recipient's reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

(ii)Without limiting the generality of the foregoing, in the event that any Obligor is a U.S. Person:

(1)any Recipient that is a U.S. Person shall deliver to such Obligor and the Administrative Agent on or prior to the date on which such Recipient becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), executed originals or certified copies of IRS Form W-9 certifying that such Recipient is exempt from U.S. federal backup withholding tax;

(2)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Obligor and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), whichever of the following is applicable:

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a.in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals or certified copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withhold ing Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W- 8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;

b.executed originals or certified copies of IRS Form W-8ECI claiming that specified payments (as applicable) hereunder or any other Loan Documents (as applicable) constitute income that is effectively connected with such Foreign Lender's conduct of a trade or business in the United States or IRS Form W-8EXP;

c.in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of such Obligor within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed originals or certified copies of IRS Form W- 8BEN or IRS Form W-8BEN-E; or

d.to the extent a Foreign Lender is not the beneficial owner, executed originals or certified copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W- 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;

1.any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Obligor and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), executed originals or certified copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be

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prescribed by applicable Law to permit such Obligor or the Administrative Agent to determine the withholding or deduction required to be made; and

1.if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to such Obligor and the Administra tive Agent at the time or times prescribed by law and at such time or times reasonably requested by such Obligor or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Obligor or the Administrative Agent as may be necessary for such Obligor and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Loan Parties and the Administrative Agent in writing of its legal inability to do so. Notwithstanding any other provision of this paragraph (f), a Recipient shall not be required to deliver any form that such Recipient is not legally eligible to deliver.

a.Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (for this purpose, including any credit against, relief or remission for, or repayment of any Tax (a "Tax Credit"), in each case, in lieu of a refund) as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnify ing party an amount equal to such refund (but (x) only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund or Tax Credit and (y), with respect to any Tax Credit, only to the extent such party has obtained, utilized and retained such Tax Credit), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g) in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnificat ion payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any

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other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

a.VAT. All amounts set out in, or expressed to be payable under, a Loan Document by any party to a Credit Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to the second paragraph of this Section 2.17(h), if VAT is chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, such Credit Party shall promptly provide an appropriate VAT invoice to such party and, provided that such an invoice has been provided, that party shall pay to such Credit Party (in addition to and at the same time as paying any other consideration for such supply) or, according with the Council Directive 2006/112/EC as amended, an amount equal to the amount of the VAT or, where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by Article 196 of Council Directive 2006/112/EC, as amended and implemented by any relevant member state of the European Union.

If VAT is or becomes chargeable on any supply made by any Credit Party (the Supplier) to any other Credit Party (the Recipient) under a Loan Document, and any party other than the Recipient (the Relevant Party) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

b.(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party shall also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient shall (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and.

2.(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where a Loan Document requires any party to reimburse or indemnify a Credit Party for any costs or expenses, that party shall also at the same time reimburse or indemnify (as the case may be) the Credit Party against all VAT incurred by the Credit Party in respect of such costs or expenses but only to the extent that the Credit Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.

Any reference in this clause (h) to any party shall, at any time when that party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by any relevant

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member state of the European Union)) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

In relation to any supply made by a Credit Party to any party under a Loan Document, if reasonably requested by such Credit Party, that party shall promptly provide such Credit Party with details of that party's VAT registration and such other information as is reasonably requested in connection with such Credit Party's VAT reporting requirements in relation to such supply.

a.Survival. Each party's obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

a.Defined Terms. For purposes of this Section 2.17, the term "Lender"

includes any Issuing Bank and the term "applicable law" includes FATCA.

Section 2.18    Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a)Each Obligor shall make each payment required to be made by it hereunder prior to 3:00 p.m., New York City time (or such later time as the Administrative Agent may agree), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to any Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. Each payment (including each prepayment) by an Obligor on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective Applicable Percentages of the Lenders.

(b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

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a.If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by an Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to an Obligor or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Obligor in the amount of such participation.

b.Unless the Administrative Agent shall have received notice from the applicable Obligor prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that such Obligor will not make such payment, the Administrative Agent may assume that such Obligor has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Obligor has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administra tive Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

c.If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 10.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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Section 2.19    Mitigation Obligations; Replacement of Lenders.

(a)If any Lender requests compensation under Section 2.15, or if an Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and

a.would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Obligor hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If (i) any Lender requests compensation under Section 2.15, or (ii) if an Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 10.02, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, or (v) any Lender constitutes a Non-Extending Lender, or (vi) any Lender delivers a notification pursuant to Section 2.24 regarding its ability to make or maintain Eurodollar Loans, or (vii) any other circumstance exists hereunder that gives any Obligor the right to replace a Lender as a party hereto, then such Obligor may (A) in the case of a Defaulting Lender or a Lender that is unable to make or maintain Eurodollar Loans, terminate the relevant Lender's Commitment and

A.in the case of any such Lender (including any Defaulting Lender or a Lender that is unable to

make or maintain Eurodollar Loans), upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (1) such Obligor shall have received the prior written consent of the Administrative Agent, the Issuing Banks and the Swingline Lender, which consent shall not be unreasonably withheld, conditioned or delayed (unless such assignment is to an existing Lender or an Affiliate of an existing Lender), (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Obligors (in the case of all other amounts; provided, that, in the case of any Defaulting Lender, the Obligors shall be entitled to offset any expenses resulting from such Lender having been a Defaulting Lender and such assignment from any amounts payable by the Obligors to the Defaulting Lender hereunder), (3) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, and

3.in the case of any such assignment resulting from a Lender's refusal to consent to a proposed

amendment, modification, waiver, termination or consent, the assignee shall approve the proposed

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amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Obligor to require such assignment and delegation cease to apply. Notwithstanding anything in this Section to the contrary, (I) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (II) the Lender that acts as the Administrative Agent may not be replaced in its capacity as Administrative Agent hereunder except in accordance with the terms of Article VIII.

Section 2.20    Defaulting Lenders.

i.Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

a.no Defaulting Lender shall be entitled to receive any unused commitment fee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender (and the Obligors shall not be required to pay at any time any such fee that otherwise would have been required to have been paid during such period to that Defaulting Lender);

b.the Commitments and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02);

c.if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

1.all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Lenders in accordance with their Applicable Percentages (calculated without regard to such Defaulting Lender's Commitment) but only to the extent that the sum of all such non-Defaulting Lenders' Credit Exposures plus such Defaulting Lender's Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders' Commitments; provided that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereto against a Defaulting Lender arising from that Lender having been a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non- Defaulting Lender's increased exposure following such reallocation;

2.if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Obligors shall within one Business Day

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following notice by the Administrative Agent, without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks only the Obligors' obligations corresponding to such Defaulting Lender's LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

1.if an Obligor cash collateralizes any portion of such Defaulting Lender's LC Exposure pursuant to clause (B) above, such Obligor shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(c) with respect to such Defaulting Lender's LC Exposure during the period such Defaulting Lender's LC Exposure is cash collateralized;

2.if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders' Applicable Percentages; and

3.if all or any portion of such Defaulting Lender's LC Exposure is neither reallocated nor cash collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Banks or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender's LC Exposure shall be payable to the Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized.

a.so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender's then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Obligors in accordance with Section 2.20(a)(iii), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(a)(iii)(C) (and such Defaulting Lender shall not participate therein).

i.In the event that the Administrative Agent, the Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender's Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Loan Party while that Lender was a Defaulting Lender; and provided, further, that

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no change of a Lender's status from Defaulting Lender to Lender shall constitute a waiver or

release of any claim of any party hereto arising from that Lender having been a Defaulting Lender.

i.Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing Banks' LC Exposure with respect to such Defaulting Lender; fourth, as the applicable Obligor may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administra tive Agent; fifth, if so determined by the Administrative Agent and the applicable Obligor, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Banks' future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the applicable Obligor as a result of any judgment of a court of competent jurisdiction obtained by the applicable Obligor against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section

b.were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC

Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in obligations under any issued Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the commitments under the applicable Facility without giving effect to Section 2.20(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.20(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Section 2.21    Designation of Additional Borrowers.

i.Designation. Subject to the terms and conditions of this Section 2.21, the Borrower may, at any time or from time to time on or after the Closing Date, upon not less than ten (10) Business Days' notice (or such shorter period which is reasonably acceptable to the Administrative Agent) to the Administrative Agent (which shall promptly notify the Lenders

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thereof), request the designation of a Restricted Subsidiary as an Additional Borrower hereunder (each such designated Restricted Subsidiary shall be an "Additional Borrower" and, all of them collectively, shall be the "Additional Borrowers"). Each such notice shall specify (A) the name of the applicable Restricted Subsidiary and (B) its jurisdiction of organization. Following the giving of any such notice, if the accession of such Additional Borrower obligates the Administra tive Agent or any Lender to comply with KYC Requirements in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with all necessary KYC Requirements related to the accession of s uch Restricted Subsidiary to this Agreement as an Additional Borrower.

i.Effect of Designation. Upon the satisfaction of the conditions specified in paragraph (c) of this Section 2.21, the applicable designated Additional Borrower shall become a party to this Agreement as an Obligor hereunder and, subject to the terms and conditions of this Agreement, such Additional Borrower shall be entitled to borrow Revolving Loans or request the issuance of Letters of Credit hereunder (and, in each case, such Additional Borrower shall have and shall assume all of the obligations of an Obligor hereunder). The Administrative Agent shall promptly notify the Lenders of the effectiveness of any such designation.

ii.Conditions to Designation. The designation by the Borrower of any Restricted Subsidiary as an Additional Borrower hereunder shall be subject to the satisfaction of the following conditions (including delivery to the Administrative Agent of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance or may be waived by the Administrative Agent in its sole discretion) and such designation shall become effective on the date on which all such conditions are satisfied (or so waived):

1.the Administrative Agent shall have received: (i) for wholly-owned Restricted Subsidiaries incorporated in an Approved Jurisdiction, the consent of Lenders having Credit Exposures and unused Commitments representing at least 75% of the sum of the total Credit Exposures and unused Commitments at such time; and (ii) for any other Restricted Subsidiaries not wholly-owned or not incorporated in an Approved Jurisdiction, the consent of all Lenders; for the avoidance of doubt, no Restricted Subsidiary that is organized or operating in a Sanctioned Country shall be permitted to become an Additional Borrower;

2.the Borrower shall confirm that, immediately prior to and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;

3.the Administrative Agent shall have received:

a.an Additional Borrower Joinder Agreement, duly completed and executed by the Borrower, such Additional Borrower and the Administrative Agent. Delivery of an Additional Borrower Joinder Agreement shall constitute

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confirmation by the relevant Restricted Subsidiary that the Repeating Representations are true and correct in relation to it as of the date of delivery, as if made by reference to the facts and circumstances then existing;

a.a copy of the constitutional documents of such Restricted Subsidiary, together with all amendments thereto;

b.in the case of a Restricted Subsidiary incorporated in Luxembourg only, (i) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated as of the date of the Additional Borrower Joinder Agreement and (ii) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d'une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated the date of the Additional Borrower Joinder Agreement;

c.copies of the resolutions of the board of directors of such Restricted Subsidiary authorizing (i) the Transactions and approving the terms of, and the transactions contemplated by, the Additional Borrower Joinder Agreement and the Loan Documents, (ii) the Additional Borrower's execution and delivery of the Additional Borrower Joinder Agreement and the applicable Loan Documents,

(iii) a specified person or persons to sign, on the Restricted Subsidiary's behalf, the Additional Borrower Joinder Agreement and all documents and notices to be signed in connection with the Loan Documents to which the Additional Borrower will be party;

d.a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Additional Borrower Joinder Agreement on behalf of such Additional Borrower (and to make Borrowings hereunder on behalf of such Additional Borrower );

e.A certificate of an authorized signatory of the Additional Borrower certifying that each copy document listed in this Section 2.21(c) is correct, complete and in full force and effect as at a date no earlier than the date of the Additional Borrower Joinder Agreement;

f.a copy of any other authorization or other document, opinion or assurance which the Administrative Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Additional Borrower Joinder Agreement or for the validity and enforceability of any Loan Document;

g.if available, the latest audited financial statements of the Additional Borrower;

h.opinion of counsel to the Loan Parties (in substantially the same form as delivered on the Closing Date), and addressed to the Administra tive Agent and the Lenders;

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a.to the extent requested by the Administrative Agent or any Lender at least three (3) Business Days in advance of the effectiveness of such designation, the Administrative Agent or such Lender shall have received (i) all documentation and other information with respect to such Restricted Subsidiary in order to comply with applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the such Restricted Subsidiary qualifies as a "legal entity customer" a customary Beneficial Ownership Certification;

b.evidence that the Additional Borrower has designated a process agent on the terms set forth in Section 10.09(e), unless the Restricted Subsidiary is organized in any state of the United States; and

c.the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower to the effect that the conditions to such designation set forth in this Section 2.21 shall be satisfied.

Section 2.22    Extension of Maturity Date.

(a)Requests for Extension. The Borrower may, by notice to the Administra tive Agent (who shall promptly notify the Lenders) not later than thirty (30) days prior to the date of a proposed extension (each such date of such proposed extension, an "Extension Date"), request that each Lender extend such Lender's Maturity Date then in effect for such Lender (the "Applicable Maturity Date"), to a date (the "Extended Maturity Date") that is one year after the Applicable Maturity Date. The Borrower may make no more than two (2) such requests for extension.

(b)Lender Elections to Extend. Each Lender shall, by notice to the Administrative Agent given not later than the date that is ten (10) days after the date on which the Administrative Agent received the applicable Obligors' extension request (the "Lender Notice Date"), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Applicable Maturity Date, an "Extending Lender"). Each Lender that determines not to so extend its Applicable Maturity Date (a "Non-Extending Lender") shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by any Obligor for extension of the Applicable Maturity Date.

(c)Notification by Administrative Agent. The Administrative Agent shall notify the Obligors of each applicable Lender's determination under this Section 2.22 no later than the earlier of (i) the date that is fifteen (15) days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day) and (ii) the date that is five (5) days following the applicable Lender Notice Date.

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a.Additional Commitment Lenders. The Obligors shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a "Lender" under this Agreement in place thereof, one or more financial institutions (each, an "Additional Commitment Lender") approved by the Administrative Agent, the Issuing Banks and the Swingline Lender in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the applicable Obligor(s) or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender's Commitment hereunder on such date). The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Loan Parties but without the consent of any other Lenders.

b.Minimum Extension Requirement. If (and only if) the total of the applicable Commitments of the Lenders that have agreed to extend their Applicable Maturity Date and the new or increased Commitments is at least fifty percent (50%) of the aggregate amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Applicable Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the Extended Maturity Date (except that, if such date is not a Business Day, such Extended Maturity Date shall be the next preceding Business Day), and each Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder.

c.Conditions to Effectiveness of Extension. Notwithstanding the foregoing, any extension of any Applicable Maturity Date pursuant to this Section 2.22 shall not be effective with respect to any Extending Lender and each Additional Commitment Lender unless (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; and (ii) the representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date), as evidenced by the delivery of a certificate of an Authorized Officer of the Borrower dated as of the Extension Date.

d.Maturity Date for Non-Extending Lenders. On the Applicable Maturity Date of each Non-Extending Lender, (i) to the extent of the Commitments of each Non-Extending Lender not assigned to the Additional Commitment Lenders, the Commitment of each Non- Extending Lender shall automatically terminate and (ii) the Obligors shall repay such Non- Extending Lender in accordance with Section 2.10 (and shall pay to such Non-Extending Lender all of the other Obligations due and owing to it under this Agreement, including any additional amounts required pursuant to Section 2.16) and the Administrative Agent shall administer any necessary reallocation of the applicable Credit Exposures with respect to Commitments to the

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extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).

a.Conflicting Provisions. This Section 2.22 shall supersede any provisions in Section 2.18 or Section 10.02 to the contrary.

Section 2.23    Effect of Benchmark Transition Event.

(a)    Defined Terms. As used in this Section 2.23, the following terms have the following meanings:

"Benchmark Replacement" means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected and agreed to by both the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Adjusted LIBO Rate for Dollar-denominated syndicated credit facilities at such time and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the Adjusted LIBO Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected and agreed to by both the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Adjusted LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Adjusted LIBO Rate with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time (which, in each case, may include an adjustment or method for calculating or determining such an adjustment that is published on an information service as selected and agreed to by both the Administrative Agent and the Borrower from time to time), it being acknowledged and agreed that such Benchmark Replacement Adjustment shall not, without the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), be in the form of an increase of the Applicable Margin; provided, that, it is further acknowledge d and agreed that the addition of or other introduction of a Benchmark Replacement Adjustment shall be deemed to not be an increase to the Applicable Margin hereunder.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "ABR," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent

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and the Borrower mutually agree are appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administra tive Agent in a manner substantially consistent with then-prevailing market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

"Benchmark Replacement Date" means the earlier to occur of the following events with respect to Adjusted LIBO Rate:

(a)in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Adjusted LIBO Rate permanently or indefinitely ceases to provide the Adjusted LIBO Rate; or

(b)in the case of clause (3) of the definition of "Benchmark Transition Event," the date

of the public statement or publication of information referenced therein.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the Adjusted LIBO Rate as determined by (i) the Administrative Agent, (ii) the Required Lenders pursuant to a notification delivered to the Administrative Agent (with a copy to the Borrower) or (iii) the Borrower pursuant to a notification delivered to the Administra tive Agent:

(a)a public statement or publication of information by or on behalf of the administra tor of LIBOR announcing that such administrator has ceased or will cease to provide the Adjusted LIBO Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Adjusted LIBO Rate;

(b)a public statement or publication of information by the regulatory supervisor for the administrator of the Adjusted LIBO Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the Adjusted LIBO Rate, a resolution authority with jurisdiction over the administrator for the Adjusted LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Adjusted LIBO Rate, which states that the administrator of the Adjusted LIBO Rate has ceased or will cease to provide the Adjusted LIBO Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Adjusted LIBO Rate; or

(c)a public statement or publication of information by the regulatory supervisor for the administrator of the Adjusted LIBO Rate announcing that the Adjusted LIBO Rate is no longer representative.

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"Benchmark Transition Start Date" means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent, the Borrower or the Require d Lenders, as applicable, by notice to the Borrower (in case of such notice by the Administra tive Agent or the Required Lenders), the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

"Benchmark Unavailability Period" means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Adjusted LIBO Rate and solely to the extent that the Adjusted LIBO Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Adjusted LIBO Rate for all purposes hereunder in accordance with this Section 2.23 and (y) ending at the time that a Benchmark Replacement has replaced the Adjusted LIBO Rate for all purposes hereunder pursuant to this Section 2.23.

"Early Opt-in Election" means the occurrence of:

(a)(1) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, in each case, that at least five (5) Dollar - denominated syndicated credit facilities being executed or amended at such time, or that include language similar to that contained in this Section 2.23, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Adjusted LIBO Rate, and

(b)(2) (i) the election by the Administrative Agent or (ii) the election by the Require d Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

"Federal Reserve Bank of New York’s Website" means the website of the Federal Reserve

Bank of New York at http://www.newyorkfed.org, or any successor source.

"Relevant Governmental Body" means the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York or any successor thereto.

"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.

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"Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding

the Benchmark Replacement Adjustment.

i.Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of (i) a Benchmark Transition Event or (ii) an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Adjusted LIBO Rate with a Benchmark Replacement, by a written document executed by the Borrower and the Administrative Agent, subject to the requirements of this Section 2.23. Notwithstanding the requirements of Section 10.02 or anything else to the contrary herein or in any other Loan Document, (x) any such amendment with respect to a Benchmark Transition Event will become effective and binding upon the Administrative Agent, the Obligors and the Lenders at 5:00 p.m., New York City time on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders; provided that, if such Benchmark Replacement includes Term SOFR, then the Required Lenders shall be deemed to have accepted such Benchmark Replacement and shall only have the right to object to the Benchmark Replacement Adjustment and (y) any such amendment with respect to an Early Opt- in Election will become effective and binding upon the Administrative Agent, the Obligors and the Lenders on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Adjusted LIBO Rate with a Benchmark Replacement pursuant to this Section

2.23 will occur prior to the applicable Benchmark Transition Start Date.

ii.Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement (but, for the avoidance of doubt, such related changes shall not result in an increase of the Applicable Margin; provided, that the parties acknowledge and agree that the addition of or other introduction of a Benchmark Replacement Adjustment shall be deemed to not be an increase to the Applicable Margin).

iii.Notices; Standards for Decisions and Determinations. The Administra tive Agent will promptly notify the Obligors and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent, the Borrower or the Required Lenders pursuant to this Section 2.23, including, without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or

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non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their commercially reasonable discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.23.

i.Benchmark Unavailability Period. Upon the Obligors' receipt of notice of the commencement of a Benchmark Unavailability Period, any Obligor may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Obligor will be deemed to have converted any such request into a request for a Borrowing of or conversion to an ABR Borrowing. During any Benchmark Unavailability Period, the components of ABR based upon the Adjusted LIBO Rate will not be used in any determination of ABR.

Section 2.24    Illegality.

(a)If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain, or fund Eurodollar Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice thereof by such Lender to the Obligors (through the Administrative Agent), (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Obligors that the circumstances giving rise to such determination no longer exist; provided that each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice, and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender; providedfurther, that such designation shall not increase the amounts payable by the Obligors under Sections 2.15 and 2.17 (unless approved by the Borrower).

(b)Upon receipt of such notice, (i) the applicable Obligor shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such

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prepayment or conversion, the applicable Obligor shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16.

Section 2.25    Financial Calculations for Limited Condition Transactions.

(a)In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is executed. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this paragraph, and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is executed and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

(b)In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio; or (2) testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets); in each case, at the option of the Borrower (the Borrower's election to exercise such option in connection with any Limited Condition Transaction, an "LCT Election"), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the "LCT Test Date"); provided, however, that the Borrower shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of "Consolidated EBITDA" and "Total Net Leverage Ratio", the Borrower or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with.

(c)If the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets, of the Borrower and its Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability under this Agreement (including with respect to the incurrence of Debt or Liens, or the making of Permitted Disposals, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or any Restricted Subsidiary

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or the designation of an Unrestricted Subsidiary) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated.

ARTICLE III REPRESENTATIONS AND WARRANTIES

Each Obligor represents and warrants to the Lenders that:

Section 3.01 Organization; Powers. Each Loan Party is duly organized and validly existing under the laws of the jurisdiction of its organization. Each Loan Party and each Significant Subsidiary has all requisite power to own its assets and carry on its business as it is now being conducted.

Section 3.02 Power and Authority; Enforceability. Each Loan Party has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Loan Documents to which it is a party and the Transactions. Each Loan Document to which each Loan Party is a party to constitutes a legal, valid and binding obligation of each such Person, enforceable against each such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03 Validity and Admissibility into Evidence. All consents, approvals, resolutions, licenses, exemptions, filings, notarizations or registrations required or desirable to (a) enable each Loan Party to lawfully enter into, and perform its obligations under, the Loan Documents to which each such Person is a party and (b) to make the Loan Documents to which each such Person is a party admissible in evidence in its jurisdiction of organization, have been obtained or effected and are in full force and effect.

Section 3.04 Non-Conflict with Other Obligations. The entry into and performance by each Loan Party of the Loan Documents to which each such Person is a party, and the Transactions, do not and will not conflict with (a) any law or regulation applicable to it; or (b) its constitutiona l documents; or (c) any agreement or other instrument binding upon it or any of its assets, except where any violation of any such agreement or instrument, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.05    Financial Statements; No Material Adverse Change.

(a)The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020 (a) were prepared in accordance with IFRS consistently applied and (b) fairly

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represent the financial condition and operations of the Borrower and its Subsidiaries on a consolidated basis for the relevant periods covered thereby.

a.Since (i) December 31, 2019 in the case of the making of this representation on the Closing Date and (ii) the date of the most recent financial statements delivered pursuant to Section 5.01(a) in the case of making this representation following the Closing Date, no Material Adverse Effect has occurred.

Section 3.06    Properties; Intellectual Property.

(a)Each Loan Party has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for such defects in title that, either individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(b)(i) Each Loan Party and each Significant Subsidiary is the sole and beneficial owner of, or has licensed to it on standard commercial terms, all the trademarks, tradenames, domain names, copyrights, patents, trade secrets, proprietary know-how and other intellectual property (collectively, "Intellectual Property") which is material in the context of its business or which is reasonably required by it in order to carry on its business as it is now being conducted or as it is currently proposed to be conducted; (ii) no Loan Party nor any Significant Subsidiary infringes or violates any Intellectual Property of any Person in carrying out their respective businesses, or in connection with offering or providing their respective products or services; (iii) to the best of each Loan Party's knowledge and belief, no Person is infringing or violating any owned Material Intellectual Property; and (iv) each Loan Party and each Significant Subsidiary has taken all actions (including payment of fees) reasonably required to obtain, preserve, renew and maintain all Material Intellectual Property owned by it, except, in the case of (i), (ii), (iii) and (iv), where any failure to be so, or do so, or to have done so has not resulted in, or would not reasonably be expected to result in, a Material Adverse Effect.

Section 3.07    Litigation.

Except as disclosed in the financial statements referred to in Section 3.05(a), no Proceeding which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect, have been commenced or, to the best of each Loan Party's knowledge and belief are threatened against, any such Person or any Significant Subsidiary.

Section 3.08 Compliance with Laws; Environmental Compliance; No Default or Eventof Default.

(a)Each Loan Party and each Significant Subsidiary is and has been in compliance with all Laws of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b)Each Loan Party and each Significant Subsidiary is and has been in compliance with all Environmental Laws and all other permits, licenses, authorizations, covenants,

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conditions, restrictions or agreements directly or indirectly concerned with Environmental Laws or any Release (i) in connection with any real property which is or was at any time owned, leased or occupied by such Person or on which such Person has conducted any activity, or (ii) for which a Loan Party is or has been alleged to be responsible, except where failure to do so would not reasonably be expected to result in a Material Adverse Effect.

a.There are no pending or, to the knowledge of the Loan Parties, threatened Proceedings against or affecting the Loan Parties or the Significant Subsidiaries concerning any actual or alleged Environmental Liabilities, including any Proceedings relating to any current or former businesses, operations, properties, or locations owned, leased, occupied, or used by the Loan Parties or the Significant Subsidiaries, and to the knowledge of the Loan Parties, there are no facts, circumstances, or conditions that could reasonably be expected to form the basis of any such Proceedings or any Environmental Liabilities, except in each case as would not reasonably be expected to result in a Material Adverse Effect.

b.No Default or Event of Default has occurred and is continuing.

c.No other event or circumstance is outstanding which constitutes a default under any material agreement or instrument which is binding on Loan Party or any Significant Subsidiary, or to which any such Person's assets are subject which has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.

Section 3.09    Investment Company Status. No Loan Party is an "investment company" as

defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.10 Taxes. Each Loan Party has duly and punctually paid or caused to be paid and discharged all Taxes imposed upon it or its assets within the time period allowed, except for Taxes that are being contested in good faith by appropriate proceedings and for which such Person, as applicable, has set aside on its books adequate reserves in accordance with IFRS. No Loan Party is materially overdue in the filing of any Tax returns. No claims are being asserted or are reasonably likely to be asserted against any Loan Party with respect to Taxes that would reasonably be expected to result in a Material Adverse Effect. It is not required to make any deduction for or on account of any Tax from any payment it may make under any Loan Document. Under the laws of the jurisdiction of organization of any Loan Party, it is not necessary that the Loan Documents be filed, recorded or enrolled with any Governmental Authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the Transactions.

Section 3.11 ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with all applicable provisions and requirements of ERISA and the Code and all other applicable Laws and regulations. No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. The excess of the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of such Plan would not reasonably be expected to result in a Material Adverse Effect, and the excess of the present value of all accumulated benefit obligations of all

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underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of all such underfunded Plans would not reasonably be expected to result in a Material Adverse Effect.

Section 3.12 No Misleading Information. Any factual information contained in the Annual Report was true and accurate in all material respects as of the date it was provided or as of the date (if any) at which it is stated. Nothing has occurred or been omitted from the Annual Report and no information has been given or withheld that results in the information contained in the Annual Report being untrue or misleading in any material respect, in each case, as of the date it was provided or as of the date (if any) at which it is stated.

Section 3.13 Sanctions Laws; Anti-Corruption, Anti-Bribery, Anti-Money LaunderingLaws and Regulations.

(a)No Loan Party, nor any of their respective Subsidiaries, nor any of their directors, officers and employees, or, to the best of the knowledge and belief of the Loan Parties, agents or representatives:

(i)is a Designated Person;

(ii)is, or for the last five (5) years has been, in violation of any Sanctions

Laws; or

(iii)is, or for the last five (5) years has been, engaged in any dealings or

activities with or for the benefit of any Designated Person.

(b)There are no pending or, to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to any Sanctions Laws.

(c)Each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Sanctions Laws.

(d)(i) No Loan Party, nor any of their Subsidiaries, nor any of their directors, officers, employees and, to the best of the knowledge and belief of each Loan Party, their respective agents, representatives, and Affiliates, has engaged in any activity or conducted its businesses in any way which would violate any Anti-Money Laundering Laws, (ii) there are no pending, or to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to any Anti-Money Laundering Laws, and (iii) each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Money Laundering Laws.

(e)The Loan Parties and their Subsidiaries, and their respective directors, officers, employees, and to the best of the knowledge and belief of the Loan Parties, agents and representatives, have not corruptly paid, offered or promised to pay, or authorized payment of any monies or things of value, directly or indirectly, to any person, including without limitation any government official or any political party or party official or candidate for political office, for the

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purpose of obtaining or retaining business, or directing business to any person, or obtaining any other improper advantage, in each case in violation of Anti-Corruption Laws (collectively , "Prohibited Payments"), and there are no pending or, to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to Anti-Corruption Laws. Each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

Section 3.14 Federal Reserve Board Regulations. None of the Obligors is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purposes of "purchasing" or "carrying" any "Margin Stock" within the respective meanings of such terms under Regulations U, T and X of the Board. No part of the proceeds of the Loans will be used for "purchasing" or "carrying" "Margin Stock" as so defined for any purpose which violates, or which would be inconsistent with, the provisions of, any applicable Laws or regula tions of any Governmental Authority (including, without limitation, the Regulations of the Board).

Section 3.15    Solvency. Each Loan Party is Solvent.

Section 3.16 Centre of Main Interest and Establishment. For the purposes of Regulation (EU) 2015/848 of the European Parliament and the Council of 20 May 2015 on insolvency proceedings (recast) (the "Recast Regulation"), the Borrower's centre of main interest (as that terms is used in Article 3(1) of the Recast Regulation) is situated in either Luxembourg, Sweden or England and Wales, or for purposes of the Cross Border Insolvency Regulations 2006 (the "CBIR"), the Borrower's centre of main interest (as that term is used in Article 2 (Definitions) of the CBIR) is situated in the United States of America, and the Borrower has no "establishment" (as that term is defined in Article 2(10) of the Recast Regulation or Article 2 of the CBIR) in any other jurisdiction.

Section 3.17 Governing Law and Enforcement. Subject to the qualifications contained in any legal opinion delivered pursuant to Section 4.01 or Section 2.21(c)(iii)(E), (a) the choice of New York law as the governing law of the Loan Documents will be recognized and enforced in the jurisdiction of organization of each Loan Party and (b) any judgment obtained in New York in relation to a Loan Document will be recognized and enforced in the jurisdiction of organization of each Obligor.

Section 3.18 Pari Passu Ranking. The obligations of each Loan Party under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies in each relevant jurisdiction generally.

ARTICLE IV CONDITIONS PRECEDENT

Section 4.01 Conditions Precedent to the Closing Date. The obligations of the Lenders

to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):

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(a)The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement, or (i ) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) Jones Day, New York counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and (ii) Hogan Lovells (Luxembourg), LLP, Luxembourg counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent.

(c)The Administrative Agent shall have received the following items from the

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Loan Parties:

(i)a copy of the constitutional documents of each Loan Party;

(ii)in the case of a Luxembourg Loan Party only, (A) a copy of an

excerpt from the Luxembourg Register of Commerce and Companies dated the Closing Date and (B) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d'une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated the Closing Date;

i.copies of the resolutions of the board of directors of each Loan Party authorizing (i) the Transactions, (ii) the execution and delivery of the Loan Documents to which it is a party, and (iii) a specified person or persons to sign, on each Loan Party's behalf, all documents and notices to be signed in connection with the Loan Documents to which it is a party;

ii.a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Loan Documents on behalf of each Loan Party (and to make Borrowings hereunder on behalf of the Obligors) mentioned in clause (iii) above;

iii.such other documents and certificates (including organizationa l documents and good standing certificates (if applicable)) as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Credit Agreement or the transactions contemplated thereby;

iv.a copy of the notice of cancellation of the available commitments and termination of the Existing Facility Agreement sent by the Borrower to the administrative agent under the Existing Facility Agreement pursuant to Section 9.5 thereof, provided that such notice shall provide for (1) the cancellation and termination of the Existing Facility Agreement and (2) that all outstanding amounts thereunder shall have been paid in full, in each case, to occur prior to or concurrently with the Closing Date; and

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i.a certificate, dated the Closing Date, and signed by an Authorized Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section 4.01.

a.The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020, shall be publicly available for review by the Lenders;

b.The Administrative Agent shall have received payment of all fees (and other amounts due and payable to the Administrative Agent) for its own account and for the account of the Lenders on or prior to the Closing Date, including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees).

c.The Mandated Lead Arrangers and the ESG Coordinator shall have received all fees and other amounts due and payable to the Mandated Lead Arrangers or the ESG Coordinator (as applicable), including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees).

d.Upon the request of any Lender pursuant to Section 2.11(c) at least five (5) Business Days prior to the Closing Date, such Lender (or the Administrative Agent (or its counsel) on such Lender's behalf) shall have received a Note in the amount of such Lender's Commitment as of the Closing Date.

e.Upon the reasonable request of any Lender or the Administrative Agent made at least ten (10) days prior to the Closing Date, the Obligors shall have provided to such Lender or the Administrative Agent (as applicable) the documentation and other information (including, if an Obligor qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, a customary Beneficial Ownership Certification in respect of such Obligor) so requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the USA PATRIOT Act and Beneficial Ownership Regulations (collectively, the "KYC Requirements"), in each case at least five (5) days prior to the Closing Date.

Section 4.02 Conditions Precedent to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a)the Administrative Agent and, if applicable, the applicable Swingline Lender or applicable Issuing Bank shall have received a written Borrowing Request in accordance with Section 2.03, a request for a Swingline Loan in accordance with Section 2.05, or a Letter of Credit Request for issuance of Letter of Credit in accordance with Section 2.06, as applicable, in accordance with the requirements thereof;

(b)The Repeating Representations shall be true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse

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Effect or other materiality qualifier) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date).

a.At the time of, and immediately after giving effect to the making of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

ARTICLE V AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest

on each Loan and all fees and other Obligations payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party (as applicable) covenants and agrees with the Lenders as follows:

Section 5.01    Financial    Statements; Ratings    Change and Other Information.    The Borrower will furnish to the Administrative Agent and each Lender:

(a)within 120 days after the end of each Financial Year of the Borrower, its audited consolidated and audited unconsolidated financial statements for that Financial Year;

(b)within 90 days after the end of each of the first three Financial Quarters of each Financial Year of the Borrower, its unaudited consolidated financial statements as of the end of and for such Financial Quarter;

(c)concurrently with the delivery of financial statements under (i) clause (a) or

(b)above, a certificate of a Financial Officer of the Borrower (each, a "Compliance Certificate"), in the form of Exhibit B setting forth the Total Net Leverage Ratio, indicating whether more than thirty five percent (35%) of the Facility was drawn at the end of the relevant period as of the last day of each quarter and certifying that the financial statements delivered fairly represent the financial condition of the Borrower and its Restricted Subsidiaries as of the relevant period; and

(ii) clause (a) above, unless an ESG Termination Event shall have occurred, an ESG Reporting Certificate with respect to the Financial Year covered by such financial statements commencing with Financial Year 2021; provided, that any failure or delay of the Borrower in delivering an ESG Reporting Certificate when required under this clause (c)(ii) shall not constitute a Default or Event of Default.

(i)promptly after the same becomes available, but in any event within 90 days after the end of each Financial Quarter, the aggregate amount upstreamed by Restricted Subsidiaries of the Borrower on a country by country basis (for the countries where any Restricted Subsidiary of the Borrower is operating);

(ii)promptly after the same become publicly available, copies of al periodic and other reports distributed by the Borrower to its shareholders generally, as the case may be; and

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i.promptly following any request therefor, such other information (which is not of a confidential nature or publicly available), as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request (x) as necessary to (i) determine compliance with the terms of this Agreement, (ii) respond or comply with a regulatory request or submission or for audit purposes; (iii) comply with applicable KYC Requirements; provided that, the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Restricted Subsidiaries and their respective businesses, and provided, further, that no Lender shall request any further information regarding the financial statements of any Obligor unless (A) such Obligor has not delivered its financial statements as required under the Credit Agreement as of such date or (B) such request relates to a material variance from the financial statements delivered in the previous Financial Quarter or Financial Year, as applicable, or (y) regarding the Group's performance in relation to the ESG Targets as reported in the most recently delivered ESG Reporting Certificate at such time (for the purposes of this subclause (y), "Group" has the meaning set forth in Schedule II with respect to each ESG Target); provided that, the Borrower shall not be required to furnish any information under this clause (y) to the extent such information was included and is publicly available in the Borrower's annual report for the Financial Year for which such most recent ESG Reporting Certificate was delivered.

ii.Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the website of the Borrower.

Section 5.02 Notices of Material Events. The Borrower will furnish to the Administra tive Agent (for distribution to each Lender) prompt written notice, after an Authorized Officer of the Borrower becomes aware of such event, of the following events:

(a)the occurrence of any Default or Event of Default (and any steps being taken to remedy such Default or Event of Default);

(b)the filing or commencement of any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting any Obligor or any Significant Subsidiary (or any adverse change or development in any such action, suit, investigation or proceeding) thereof that, in the good faith judgment of the Borrower, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(c)any other development (including the incurrence or imposition of Environmental Liability) that, in the good faith judgment of the Borrower, results in, or would reasonably be expected to result in, a Material Adverse Effect; or

(d)the occurrence of an ESG Termination Event. Section 5.03    Existence; Conduct of Business; Authorizations.

(a)Each Loan Party shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.

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a.Each Loan Party shall ensure that no substantial change is made to the general nature of its business or the business of the Significant Subsidiaries from that carried out as of the date of this Agreement, provided that, the foregoing shall not prevent any such Person from engaging in any Related Business.

b.Each Loan Party shall promptly (x) obtain, comply with and do all that is necessary to maintain in full force and effect; and (y) supply certified copies to the Administra tive Agent of, any authorization, approval, consent, license, resolution, exemption, filing, notarization or registration required under any law or regulation of its jurisdiction of organization to enable it to perform its obligations under the Loan Documents to which it is a party and to ensure, subject to the reservations specifically referred to in any legal opinion delivered pursuant to Section 4.01, the legality, validity, enforceability or admissibility in evidence in its jurisdiction of organization of each Loan Document to which it is a party.

Section 5.04 Payment of Material Obligations. Each Loan Party shall duly and punctually pay and discharge all material payment obligations and Taxes imposed upon it or its assets within the time period allowed without incurring penalties, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) such Person has set aside on its books adequate reserves with respect thereto in accordance with IFRS.

Section 5.05    Maintenance of Properties; Insurance.

(a)Except for the discontinuance of the operation or maintenance of the properties of any Loan Party or any Significant Subsidiary if such discontinuance is, in the Person's judgment, desirable in the conduct of its business, each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain in good repair, working order and condition (ordinary wear and tear excepted) all of its material properties necessary or desirable in the conduct of its business, all in accordance with the judgment of each such Person (acting reasonably).

(b)Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall): (1) preserve and maintain the subsistence and validity of the Intellectual Property reasonably necessary for the business of such Person ("Material Intellectual Property"); (2) use reasonable endeavors to prevent any infringement in any material respect of the Material Intellectual Property; (3) make registrations, pay all registration fees and taxes, and take all other actions reasonably necessary to preserve and maintain the Material Intellectual Property in full force and effect and record its interest in that Material Intellectual Property; (4) not use or permit the Material Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Material Intellectual Property which may materially and adversely affect the existence or value of the Material Intellectual Property or imperil the right of any such Person to use such property; and (5) not discontinue the use of the Material Intellectual Property, where failure to do so, in the case of paragraphs (1), (2) and (3) above, or, in the case of paragraphs (4) and (5) above, such use, permission to use, omission or discontinuation, would reasonably be expected to result in a Material Adverse Effect.

(c)Each Loan Party shall (and the Borrower shall ensure that each Signific ant Subsidiary shall) maintain insurance on, and in relation to, its properties with reputable

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underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

Section 5.06 Books and Records; Inspection Rights. Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party shall permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine its books and records, and to discuss its affairs, finances and condition with its officers; provided, however that, unless an Event of Default has occurred and is continuing, the Administrative Agent and the Lenders shall be limited to one such visit or inspection in each Financial Year and (i) such visit or inspection shall be at the sole cost and expense of the Administrative Agent or applicable Lenders (except that the Administrative Agent may make one such visit during each Financial Year and the reasonable cost and expense thereof shall be borne by the Obligors) and (ii) the Loan Parties shall have received reasonable advance notice thereof.

Section 5.07    Compliance with Laws.

(a)Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) comply with all Laws to which it may be subject, if the failure to do so would materially impair any Loan Party's ability to perform its obligations under the Loan Documents.

(b)Each Loan Party shall (and the Borrower shall ensure that each of its Subsidiaries shall) comply with all Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws.

(c)The Loan Parties shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and each of their respective directors, officers, employees, agents, and representatives with Sanctions Laws and Anti-Money Laundering Laws.

Section 5.08    Environmental Compliance.

Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) comply with all Environmental Laws, including by obtaining and maintaining any applicable environmental permits, licenses, or authorizations, except where failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Section 5.09    Legal Fees.

No later than thirty (30) days following the Closing Date, the Borrower shall pay or reimburse or cause to be paid or reimbursed, all legal fees and expenses incurred by the Mandated Lead Arrangers, the ESG Coordinator, the Lenders or the Administrative Agent required to be reimbursed or paid by the Obligors hereunder in connection with the Facility, provided that, invoices for any such fees and expenses shall have been delivered to the Borrower at least five (5) Business Days prior to the Closing Date (otherwise such invoices fees and expenses shall be payable no later than thirty (30) days following delivery of such invoice).

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Section 5.10    Pari Passu Ranking

Each Loan Party shall ensure that at all times any unsecured and unsubordinated claims of a Credit Party against it under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

Section 5.11    Centre of Main Interest and Establishment.

For the purposes of the Recast Regulation, the Borrower's centre of main interest (as that terms is used in Article 3(1) of the Recast Regulation) is situated in either Luxembourg, Sweden or England and Wales, or for purposes of the CBIR, the Borrower's centre of main interest (as that term is used in Article 2 (Definitions) of the CBIR) is situated in the United States of America, and the Borrower shall have no "establishment" (as that term is defined in Article 2(10) of the Recast Regulation or Article 2 of the CBIR) in any other jurisdiction.

ARTICLE VI NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each

Loan and all fees and other Obligations payable hereunder have been paid in full and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party (as applicable) covenants and agrees with the Lenders as follows:

Section 6.01 Fundamental Changes, Asset Dispositions. No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, (i) wind up, liquidate or dissolve its affairs, or merge or consolidate with or into any other Person, other than Permitted Reorganizations; or (ii) engage in any Asset Disposition, other than a Permitted Disposal.

Section 6.02 Liens. No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind of such Person whether now owned or hereafter acquired, other than Permitted Liens.

Section 6.03    Incurrence of Debt.

(a)No Loan Party shall, and the Borrower shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Debt; provided that, any Loan Party and any Restricted Subsidiary may incur Debt if at the time of such incurrence after giving effect thereto and to the application of the proceeds thereof, the Total Net Leverage Ratio is less than 3.00:1.00 (the "Debt Incurrence Test").

(b)Notwithstanding the limitation in Section 6.03(a), Permitted Debt may be

incurred.

Section 6.04    Financial Covenant.

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(a)Total Net Leverage Ratio. Subject to Section 6.04(b), the Borrower will not permit the Total Net Leverage Ratio to exceed 3.50:1.00 as of the last day of any Financial Quarter if, as of such date, the sum of the outstanding Revolving Loans and LC Disbursements exceeds thirty-five percent (35%) of the Commitments then in effect.

(b)Step-Up Option. Upon the consummation of a Qualified Acquisition and until the completion of the fourth (4th) consecutive full Financial Quarter ending after the closing of such Qualified Acquisition (the "Increase Period"), at the Borrower's option (with prior written notice to the Administrative Agent), the maximum Total Net Leverage Ratio permitted under Section 6.04(a) shall be temporarily increased to 4.00:1.00 to accommodate permitted Debt associated with such Qualified Acquisition (the "Step-Up Option"); provided that, (i) Increase Periods may not be successive unless the Financial Covenant would have been complied with (calculated without regard to the utilization "trigger" contemplated by Section 6.04(a)) for at least two (2) consecutive Financial Quarters without giving effect to a Step-Up Option and (ii) there shall be a maximum of two (2) Increase Periods in the aggregate during the term of the Facility.

Section 6.05 Transactions with Affiliates. No Loan Party shall (and the Borrower shall not permit any Restricted Subsidiary to) enter into any transaction with any Affiliate of such Person except on arm's length terms and for Fair Market Value other than (i) loans among members of the Restricted Group; (ii) any Permitted Reorganization to the extent that it only involves members of the Restricted Group; or (iii) fees, costs and expenses payable under the Loan Documents.

Section 6.06    Use of Proceeds; Sanctions Laws; Anti-Money Laundering Laws.

(a)The Borrower shall not use the proceeds of the Facility or of any Letter of Credit for any purpose other than for financing the working capital and for general corporate purposes of the Borrower and its Restricted Subsidiaries (which shall permit, for the avoidance of doubt (and without limitation), any Investment, acquisition, license, capital expenditure and payment of dividends, in each case to the extent permitted hereunder).

(b)No Loan Party shall, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Joint Venture partner or other Person or entity (i) to fund any activities or business of or with any Designated Person, or in any Sanctioned Country or that would otherwise result in a violation of any Sanctions Laws by any party to the Loan Documents or (ii) in any other manner that would result in a violation of any Sanctions Laws or any Anti-Money Laundering Laws by any party to the Loan Documents, or that could reasonably be expected to cause any party to the Loan Documents to become a Designated Person.

(c)No Loan Party shall use funds or assets obtained from transactions with or relating to Designated Persons or Sanctioned Countries or otherwise obtained in violation of any Sanctions Laws to pay any amount due pursuant to the Loan Documents.

Section 6.07 Restricted Payments; Use of Proceeds for Dividends The Borrower shall not (a) pay, make or declare any dividend or other distribution to all or any of its shareholders if

(i)an Event of Default has occurred and is continuing and (ii) any Borrowing is outstanding under the Facility, or (b) borrow or use the proceeds of the Facility to make or declare any dividend or

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other distribution to all or any of its equityholders if at such time the Total Net Leverage Ratio is, or would be after giving pro forma effect to such Borrowing and the payment of such dividend or distribution, greater than 3.50:1.00.

Section 6.08    Anti-Corruption Law.

1.No Loan Party shall (and the Borrower shall ensure that none of its Subsidiaries shall) directly or indirectly use the proceeds of the Facility for any Prohibited Payment or for any purpose which would breach any Anti-Corruption Law.

2.The Loan Parties shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and each of their respective directors, officers, employees, agents, and representatives with Anti-Corruption Laws.

Section 6.09    Unrestricted Subsidiaries.

(a)The Borrower may, by delivery of a certificate executed by an Authorized Officer of the Borrower to the Administrative Agent, designate, after the Closing Date, any Subsidiary of the Borrower (including any newly created or acquired Subsidiary) as an "Unrestricted Subsidiary" if, at the time of or after giving effect to such designation: (1) no Default or Event of Default shall exist; (2) the Borrower could incur $1.00 of Debt pursuant to the Debt Incurrence Test; and (3) the aggregate amount of Investments (other than Permitted Investments) by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall not exceed the greater of (x) $950,000,000 or (y) 10% of Total Assets at any time outstanding.

(b)No Loan Party shall (nor shall the Borrower permit any Restricted Subsidiary to) at any time: (1) provide credit support for, subject any of its property or assets (other than Liens over the Capital Stock, Debt and other securities of any Unrestricted Subsidiary securing Debt of that Unrestricted Subsidiary and its Subsidiaries) to the satisfaction of, or guarantee, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt); (2) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; (3) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary; or (4) make any Investment (other than a Permitted Investment) in any Unrestricted Subsidiary to the extent such Investment, together with the aggregate Investments in all Unrestricted Subsidiaries then outstanding, exceeds the amount set out in Section 6.10(a).

(c)The Borrower may re-designate an Unrestricted Subsidiary as a Restricted Subsidiary (a "Re-designation") only if all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such Re-designation if incurred at such time would have been permitted to be incurred for all purposes of this Agreement.

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ARTICLE VII EVENTS OF DEFAULT

Section 7.01    Events of Default.

If any of the following events ("Events of Default") shall occur:

(a)any Obligor shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)any Obligor shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article VII) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;

(c)any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; provided that, if any such incorrect representation or warranty is capable of being remedied, it shall not be an "Event of Default" unless such representation or warranty continues unremedied for a period of thirty (30) days following of the earlier of (i) the Administrative Agent giving notice to the Borrower thereof and

i.a member of the executive committee or a senior member of the treasury department of the Borrower having knowledge thereof;

(d)any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.03(a) or Article VI;

(e)any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article VII), and such failure shall continue unremedied for a period of thirty (30) days following of the earlier of (i) the Administrative Agent giving notice to the Borrower thereof and (ii) a member of the executive committee or a senior member of the treasury department of the Borrower having knowledge thereof;

(f)any Loan Party or any Restricted Subsidiary shall default in the payment of any Debt when due (after giving effect to any applicable grace period) in an outstanding principal amount equal to or exceeding $100,000,000;

(g)any event or condition occurs that results in any Debt of any Loan Party or any Restricted Subsidiary in an outstanding principal amount equal to or exceeding $100,000,0 00 becoming due prior to its scheduled maturity;

(h)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Debtor Relief

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Law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Restricted Subsidiary or for a substantial part of any such Person's assets, unless such proceeding is discharged, stayed or dismissed within sixty (60) days of the commencement thereof;

a.any Loan Party or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article VII, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any proceeding described in clause (h) of this Article, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing, except, with respect to any Restricted Subsidiary, in the context of, or in connection with, any Permitted Reorganization;

b.any Loan Party or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

c.any attachment, sequestration, distress or execution affects any asset or assets of a Loan Party having a value in excess of $100,000,000 and such attachment, sequestration, distress or execution is not discharged within sixty (60) days or, where the Borrower reasonably believes such action is frivolous, vexatious or without merit, and is challenging such action in good faith, such action is not discharged within 180 days.

d.any Loan Party shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money (not covered by insurance as to which the insurer has been notified of such judgment or order and does not dispute payment) which have not been stayed on appeal or otherwise appropriately contested in good faith in an amount which, when added to all other such judgments or orders outstanding against any Loan Party would exceed

$100,000,000;

e.any Loan Party shall disavow, revoke or terminate (or attempt to terminate), in each case in writing, any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document; or any Loan Document shall cease to be in full force and effect (except as a result of the express terms hereof or thereof);

f.a Change of Control shall occur;

g.any Obligor, other than the Borrower, shall cease to be (i) to the extent such Obligor was designated as an Obligor with the consent of Lenders having Credit Exposures and unused Commitments representing at least 75% of the sum of the total Credit Exposures and unused Commitments at such time, pursuant to Section 2.21(c)(i), a wholly-owned Subsidiary of the Borrower or (ii) to the extent such Obligor was designated as an Obligor with the consent of all Lenders, pursuant to Section 2.21(c)(i), a Subsidiary of the Borrower;

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a.if, in any applicable jurisdiction, it becomes unlawful for the Borrower or the Guarantor to perform any of its obligations under the Loan Documents;

b.an Obligor repudiates a Loan Document or evidences an intention to repudiate a Loan Document; or

c.the authority or ability of any Loan Party or any other member of the Restricted Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Restricted Group or any of its assets, where such action has resulted in, or would reasonably be expected to result in, a Material Adverse Effect;

then, and in every such event (other than an event with respect to an Obligor described in clause

(h)or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Obligors, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors; and in case of any event with respect to an Obligor described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors.

Section 7.02 Distribution of Payments after Event of Default. In the event that following the occurrence and during the continuance of any Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Loan Documents, such monies shall be distributed for application as follows:

(i)First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, all reasonable fees, costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the Facility or the Loan Documents or any transactions contemplated thereby, in each case, to the extent reimbursable or indemnifiable pursuant to the Loan Documents;

(ii)Second, to pay any fees, expense reimbursements, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) then due to the Lenders from the Obligors, ratably among them in proportion to the respective amounts described in this clause (b) payable to them;

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i.Third, to pay interest then due and payable on the Loans and unreimbursed LC Disbursements ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (c) payable to them;

ii.Fourth, (i) to prepay principal on the Loans and unreimbursed LC Disbursements ratably and (ii) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) payable to them; provided that

(x) any such amounts applied pursuant to subclause (ii) above shall be paid to the Administra tive Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (d) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be applied in accordance with this Section 7.02;

iii.Fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders and the Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

iv.Sixth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied in the order set forth above.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administra tive Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. It is understood and agreed that the use of the term "agent" herein or in any other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the bank serving as the

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Administrative Agent hereunder in its individual capacity. Such bank and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Obligors or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administra tive in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02 or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, and

(c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent

shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Obligors or any Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), or as the Administra tive Agent shall believe in good faith shall be necessary, or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, an Issuing Bank or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Documents,

(ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Defaulting Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Defaulting Lender or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential

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information, to any Defaulting Lender (except for the Administrative Agent's compliance with its

own confidentiality obligations hereunder).

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Obligors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Require d Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the "Resignation Effective Date"), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Administra tive Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank (which appointment shall be made with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required); provided that in no event shall any such successor Administrative Agent be a

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Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the "Removal Effective Date"), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Require d Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Obligors to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent's resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Each Lender acknowledges and agrees that the extensions of credit made here under are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Obligors and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or

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any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit and all other Obligat ions that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section

c.allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administra tive Agent under Section 10.03.

Anything herein to the contrary notwithstanding, none of the Mandated Lead Arrangers or the Documentation Agent listed on the cover page hereof, or any other Person given a similar title on Schedule 1 hereof, shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administra tive Agent, a Lender or an Issuing Bank hereunder.

The ESG Coordinator will not be liable for any action taken by it under or in connection with any Loan Document, unless directly caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment). No party hereto may initiate or pursue any proceedings against any director, officer, employee, agent, or representative of the ESG Coordinator in respect of any claim against the ESG Coordinator or in respect of any act or omission of any kind by that director, officer, employee, agent, or representative in relation to any Loan Document, and any director, officer, employee, agent, or representative of the ESG Coordinator may rely on this paragraph. The ESG Coordinator shall not act for nor represent the Credit Parties and each Credit Party shall be solely responsible at all times for making its own independent appraisal of and analysis in relation to any sustainable or "ESG" aspects or performance of the Borrower and its Affiliates or with respect to the Facility or this Agreement.

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ARTICLE IX GUARANTY

Section 9.01 Guaranty by the Guarantor. The Guarantor hereby unconditionally

guarantees for the benefit of the Credit Parties, all of the following (collectively, the "Guaranteed Obligations"): (a) all Loans and all other Obligations owing at any time by any Obligor (other than the Borrower), and (b) all reimbursement obligations with respect to Letters of Credit issued for the benefit of any Obligor or any Restricted Subsidiary (other than the Borrower) under this Agreement, and in all cases under subparts (a) or (b) above, whether now existing, or hereafter incurred or arising, including any such interest or other amounts incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code. Upon failure by any Obligor (other than the Borrower) to pay punctually any of the Guaranteed Obligations, the Guarantor shall forthwith on demand by the Administrative Agent pay the amount not so paid at the place and in the currency and otherwise in the manner specified in this Agreement or any other applicable agreement or instrument.

Section 9.02 Guaranty Unconditional. The obligations of the Guarantor under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:

i.any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise;

ii.any modification or amendment of or supplement to this Agreement, any other Loan Document, or any agreement or instrument evidencing or relating to the Guaranteed Obligations;

iii.any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;

iv.any change in the corporate existence, structure or ownership of any Obligor (other than the Borrower) or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor (other than the Borrower) or its assets or any resulting release or discharge of any obligation of any Obligor (other than the Borrower) contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;

v.the existence of any claim, set-off or other rights which the Guarantor may have at any time against any Obligor (other than the Borrower), the Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;

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i.any invalidity or unenforceability relating to or against any Obligor (other than the Borrower) for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable Law or regulation purporting to prohibit the payment by any Obligor of any of the Guaranteed Obligations, or any decree or order prohibiting any Obligor from paying, or releasing or discharging the obligation of any Obligor to pay, any of the Guaranteed Obligations; or

ii.any other act or omission of any kind by any Obligor, the Administra tive Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Obligors' obligations under this Section, all of which the Guarantor hereby unconditionally waives to the fullest extent permitted by law, other than the payment in full of all Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations in each case that are owing and with respect to which no claim has been made).

Section 9.03 Waivers. The Guarantor unconditionally waives, to the extent permitted under any applicable Law now or hereafter in effect, insofar as its obligations under this Article IX are concerned, (a) notice of any of the matters referred to in Section 9.02, (b) all notices require d by statute, rule of law or otherwise to preserve any rights against the Guarantor hereunder, including, without limitation, any demand, presentment, proof or notice of dishonor or non- payment of any of the Guaranteed Obligations, notice of acceptance of the provisions of this Article IX, notice of the incurrence of any of the Guaranteed Obligations, notice of any failure on the part of any Obligor (other than the Borrower) or any other Person, to perform or comply with any term or provision of this Agreement, any other Loan Document or any other agreement or instrument to which such Obligor or any other Person is a party, or notice of the commencement of any proceeding against any other Person or its any of its property or assets, (c) any right to the enforcement, assertion or exercise against any Obligor (other than the Borrower) or against any other Person or any collateral of any right, power or remedy under or in respect of this Agreement, any other Loan Document or any other agreement or instrument, and (d) any requirement that any such Obligor be joined as a party to any proceedings against the Guarantor or any other Person for the enforcement of any term or provision of this Agreement, any other Loan Documents, the provisions of this Article IX or any other agreement or instrument.

Section 9.04 Guarantor Obligations to Remain in Effect; Restoration. The Guarantor's obligations under this Article shall remain in full force and effect until the Commitments shall have terminated, and other Guaranteed Obligations, and all other amounts payable by the Obligors (other than the Borrower) under the Loan Documents or any other agreement or instrument evidencing or relating to any of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made), shall have been paid in full. If at any time any payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Obligor (other than the Borrower), the Guarantor's obligations under this Article IX with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

Section 9.05 Waiver of Acceptance, etc. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any

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requirement that at any time any action be taken by any Person against any other Obligor or any other Person, or against any collateral or guaranty of any other Person.

Section 9.06 Subrogation. Until the payment in full of all of the Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made) and the termination of the Commitments hereunder, the Guarantor shall have no rights, by operation of law or otherwise, upon making any payment under this section to be subrogated to the rights of the payee against any other Obligor with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any such Obligor in respect thereof.

Section 9.07 Effect of Stay. In the event that acceleration of the time for payment of any amount payable by any Obligor under any of the Guaranteed Obligations is stayed upon insolvency, bankruptcy or reorganization of such Obligor, all such amounts otherwise subject to acceleration under the terms of any applicable agreement or instrument evidencing or relating to any of the Guaranteed Obligations shall nonetheless be payable by the Guarantor under this Article IX forthwith on demand by the Administrative Agent.

ARTICLE X MISCELLANEOUS

Section 10.01 Notices. (a) Except in the case of notices and other communicatio ns

expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or in any other Loan Document shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic mail or by telecopy, as follows:

1.If to the Borrower, the Guarantor, any other Obligor or the Administrative Agent, to it at its address (or electronic mail address or telecopy number) set forth on Schedule III; and

2.if to any other Lender, to it at its address (or electronic mail address or telecopy number) set forth in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent and each Loan Party may, in each of their respective discretion,

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agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, electronic mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

a.Any party hereto may change its address, electronic mail address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

b.Electronic Systems.

i.Each Obligor agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debtdomain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System (the "Platform").

ii.Any Electronic System used by the Administrative Agent is provided "as is" and "as available." The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to any Loan Party, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party's or the Administrative Agent's transmission of communications through an Electronic System. "Communications" means, collectively, any notice, demand, communication, information , document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

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a.The Borrower hereby acknowledges that (1) the Administrative Agent, the Mandated Lead Arrangers or the ESG Coordinator will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on the Platform and (2) certain of the Lenders (each, a "Public Lender") may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons' securities. The Borrower hereby agrees that it will, upon the Administra tive Agent's reasonable request, identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent, the Mandated Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non- public information (although it may be sensitive and proprietary) with respect to the Borrower or its respective Affiliates or Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.13); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side Information"; and (z) the Administrative Agent, the Mandated Lead Arrangers and the ESG Coordinator shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side Information."

Section 10.02 Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless such waiver or consent, as applicable, shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No waiver or consent by the Administrative Agent, the Lenders or any Issuing Bank, nor any notice or demand on the Borrower, in any case shall entitle the Borrower to any other or further waiver, consent, notice or demand in similar or other circumstances.

(b) Subject to Section 2.20(b), neither any Loan Document nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Obligors and the Required Lenders or by the Obligors and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement

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shall (a) change the required percentage set forth in the definition of "Required Lenders"; (b) provide for an extension to the date of payment of any amount under this Agreement; (c) provide for an increase or a reduction in the Applicable Margin or an increase or a reduction in the amount of any payment of principal, interest, fees or any other amount payable to any Lender (provided that, only the Required Lenders' consent shall be required to amend the rate charged pursuant to Section 2.13(c) or waive the obligation to pay interest at such rate, or amend any Financial Covenant even if the effect is to reduce the rate of interest or the amount of any fee payable under this Agreement); (d) change the currency of payment of any amount under this Agreement; (e) change or extend any Commitment under the Facility; (f) substitute or release any Obligor other than as permitted under this Agreement; (g) change Sections 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby; (h) waive any condition set forth in Section 4.01, (i) change Section 10.09(a) in a manner that would alter the governing law of this Agreement,

(j)amend any provision of this Agreement that expressly requires the consent of all Lenders, and

(k)change the definition of "Applicable Percentage", shall be made without also obtaining the prior consent of, in the case of (a), (f), (g), (h), (i) and (j), all Lenders and, in the case of (b), (c), (d), (e) and (k), each directly and adversely affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be.

(i)Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

(ii)Notwithstanding anything herein to the contrary, if the Administra tive Agent and the Borrower shall have jointly identified an obvious error, ambiguity omission, defect or inconsistency or any error or omission of a formal, minor, operational or technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Docume nt; provided that the Administrative Agent shall notify the Required Lenders of such amendment as soon as practicable thereafter.

Section 10.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay: (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Lenders, the Mandated Lead Arrangers and the ESG Coordinator in connection with the preparation, documentation, negotiation, execution and delivery of the Loan Documents, including, but not limited to, travel expenses, drafting and printing of the marketing materials, the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent,

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the Mandated Lead Arrangers and the ESG Coordinator, provided that, each of the Administra tive Agent, each Lender, the ESG Coordinator and each Mandated Lead Arranger acknowledges and agrees that (x) any such out-of-pocket expenses (excluding, for the avoidance of doubt, fees, costs and expenses of counsel (which shall be subject to clause (ii) of this Section 10.03(a)) and any costs related to Debtdomain or any other similar electronic platform) exceeding $5,000 (individually or in the aggregate) incurred by the Mandated Lead Arrangers or their respective Affiliates in connection with the syndication of the Facility prior to the Closing Date shall be approved by the Borrower (such approval not to be unreasonably withheld, conditioned or delayed), and (y) the obligation to reimburse the Administrative Agent, the Lenders and the Mandated Lead Arrangers for the costs and expenses of counsel incurred in connection with the preparation, negotiation and execution of the Loan Documents shall be subject to the agreements with respect thereto among the Borrower, the Administrative Agent, the Mandated Lead Arrangers and such counsel (as applicable); (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Issuing Bank, the ESG Coordinator or any Lender, including the reasonable fees, charges and disbursements of counsel for the Administra tive Agent, the Issuing Banks, the ESG Coordinator or the Lenders (which shall be limited to one outside counsel in each relevant jurisdiction), in connection with (x) the Facility or any amendment, supplement, modification, waiver or consent related thereto or (y) the issuance, amendment, renewal or extension of any Letter of Credit, in each case subject to an agreement with the Borrower with respect to the amount of such costs and expenses; and (iii) all costs and expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (including documented external counsel fees and out-of-pocket expenses), if any, in connection with the preservation of rights under or with respect to, or enforcement of, this Agreement (whether through negotiations, legal proceedings or otherwise), including the enforcement of the reimbursement rights under this Section 10.03 and in connection with any workout or restructuring in respect of the Loans or Letters of Credit.

(b)Each Obligor (severally and not jointly in the case of each Obligor other than the Borrower) shall indemnify the Administrative Agent, each Issuing Bank, the ESG Coordinator, the Documentation Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of (whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation , litigation or proceeding)) (i) the execution, delivery or performance of any Loan Document or any agreement or instrument contemplated hereby or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Commitment, Loan or Letter of Credit or the use of the proceeds therefrom or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or its Subsidiaries and any other Environmental Liability related in any way to the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) result from the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its Related Parties) or from the material breach by such Indemnitee (or any of its Related Parties) of any obligation under the Loan Documents, in

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each case, as determined by a court of competent jurisdiction by final and non-appealable judgment or (y) result from a dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, Mandated Lead Arranger, ESG Coordinator, Documentation Agent or similar role under the Loan Documents) and not arising out of any act or omission by any Obligor or any of its Affiliates. This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

a.To the extent that any Obligor fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, and without limit ing such Obligor's obligation to do so, each Lender severally agrees to pay to the Administrative Agent such Lender's Pro-Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. To the extent that any Obligor fails to pay any amount required to be paid by it to the applicable Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Issuing Bank or the Swingline Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Issuing Bank or the Swingline Lender in its capacity as such.

b.To the fullest extent permitted by applicable Law, no party hereto shall assert, or permit any of their Affiliates or Related Parties to assert, and each such party hereby waives, any claim against any other party hereto or any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications , electronic or other information transmission systems (including the Internet, the Platform or any other customary electronic platform or messaging service); provided that such waiver shall not, as to any Person, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or a breach of the Loan Documents by, such Person or its Affiliates or Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause

(d)shall relieve the Obligors of any obligation they may have to indemnify or reimburse an

Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e)All amounts due under this Section shall be payable promptly after written demand therefor.

Section 10.04 Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including

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any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

a.(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

i.the Borrower, provided that, no consent of the Borrower shall be required for an assignment to (i) an Initial Lender, (ii) an Affiliate of an Initial Lender that will not increase the payments due from the Obligors under Sections 2.15 and 2.17, (iii) any other Lender previously approved by the Borrower or (iv) if an Event of Default has occurred and is continuing at the time of such assignment, to any other assignee, but the Administrative Agent shall nonetheless send notice of such assignment to the Borrower; and provided, further, that Borrower's failure to consent to an assignment to (i) a Fund (excluding any Fund that is a Lender previously approved by the Borrower), (ii) to any assignee that is reasonably expected to increase the payments due from the Obligors under Section

2.15 or 2.17 or (iii) a competitor of the Borrower and its Subsidiaries (or an Affiliate of any such competitor), in each case, shall not be deemed to be unreasonably withheld; and

ii.the Administrative Agent, the Issuing Banks and the Swingline Lender, provided that no such consent shall be required for an assignment of any Commitment to an assignee that is a Lender or an Affiliate of a Lender with a Commitment immediately prior to giving effect to such assignment.

(ii)Assignments shall be subject to the following additional conditions :

(1)except in the case of an assignment to a Lender, an Affiliate of a Lender or of the entire remaining amount of the assigning Lender's Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000, unless the Borrower and the Administrative Agent otherwise consent;

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1.each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement (including with respect to its participations in any outstanding Letters of Credit and Swingline Loans);

2.the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that the Administrative Agent may, in its sole discretion, elect to waive such proceeding and recordation fee in the case of any assignment; and

3.the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts at such assignee to whom all syndicate-level information (which may contain material non-public information about the Obligors and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable Laws, including Federal and state securities Laws.

i.Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 10.03 and any fees payable hereunder that have accrued for such Lender's account but have not yet been paid). Upon the surrender, destruction or marking conspicuously as "cancelled" by the assigning Lender of its Note, if any (which each Lender shall undertake upon request), the applicable Obligors shall execute and deliver a Note to the assignee Lender upon request. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

ii.The Administrative Agent, acting solely for this purpose as a non- fiduciary agent of the Obligors, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the Obligors, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the

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terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Obligors, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

i.Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administra tive Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 10.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

a.Any Lender may, without the consent of the Obligors, the Administra tive Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more Persons (other than the Borrower or any of its Affiliates, or a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person)) (a "Participant"), in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Obligors, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that directly and adversely affects such Participant. The Obligors agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Obligors' request and expense, to use reasonable efforts to cooperate

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with the Obligors to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Obligors, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under the Loan Documents (the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 10.05 Survival. All covenants, agreements, representations and warranties made by the Obligors in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or Event of Default at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

Section 10.06 Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract

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among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, facsimile, electronic mail (including pdf) or any other electronic means complying with the U.S. federal ESIGN Act of 2000 or the New York State Electronic Signatures and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of the agreement. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other party/ies that is has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party's constitutive documents.

Section 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any Issuing Bank or any Swingline Lender, as applicable, then such provision shall be deemed to be in effect only to the extent not so limited.

Section 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other matured obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Obligors against any of and all the matured obligations of the Obligors now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations are owed to a branch or office of such

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Lender different from the branch or office holding such deposit or obligated on such indebtedness. The applicable Lender and applicable Issuing Bank shall notify the Borrower and the Administrative Agent in writing of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a)This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (in each case, except as expressly set forth in any other Loan Document) shall be construed in accordance with and governed by the law of the State of New York.

(b)Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to any Loan Document against any Obligor or its properties in the courts of any jurisdiction.

(c)Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, AT 28 LIBERTY STREET, NEW YORK, NEW YORK 10005, UNITED STATES OF AMERICA (THE "PROCESS AGENT") AND EACH LOAN PARTY HEREBY CONFIRMS AND AGREES THAT THE PROCESS AGENT HAS BEEN

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DULY AND IRREVOCABLY APPOINTED (AND HAS ACCEPTED ITS APPOINTMENT) AS ITS RESPECTIVE AGENT TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESSES AND SUMMONSES, AND AGREES THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO ANY LOAN PARTY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE LOAN PARTIES, EACH OF THE LOAN PARTIES SHALL PROMPTLY APPOINT A SUCCESSOR AGENT SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH LOAN PARTY HEREBY FURTHER AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO

(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 10.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, partners, employees, agents, including accountants, legal counsel and other advisors and independent auditors (collectively, the "Representatives") (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) upon the request or demand of any governmental agency or regulatory authority (including any self-regulatory authority) having jurisdiction over such Person or any of its Affiliates; provided that, in each case, such Person agrees, except with respect to any audit or examination conducted by bank accountants or any regulatory authority or self-regulatory authority exercising examination or regulatory authority, to the extent permitted by Law (in which case the disclosing party shall inform the Borrower promptly thereof to the extent practicable and permitted by applicable Law), (c) pursuant to the order of any court or administrative agency in, or to the extent reasonably necessary in connection with, any pending legal, judicial or administrative proceeding, or otherwise as required by applicable Law, rule or regulation or by any subpoena or similar legal process (in which case the disclosing party shall inform the Borrower promptly thereof to the extent practicable and permitted by applicable Law),

(d) to any other party to this Agreement, (e) in connection with the exercise of any remedies

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hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or prospective Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Obligors and their obligations under the Loan Documents, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section,

(ii)becomes available to the Administrative Agent, any Issuing Bank or any Lender on a non- confidential basis from a source other than a Loan Party or (iii) to the extent that such Information is independently developed by the Administrative Agent or the Lenders without the using or otherwise reflecting of such Information or (i) on a confidential basis to the CUSIP bureau in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the Facility. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Mandated Lead Arrangers and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the Borrowings hereunder. The Administrative Agent and Lenders shall also have permission to use the names and logos of the Loan Parties in the Administrative Agent's or their respective affiliates' marketing materials, subject to the Borrower's prior written consent (not to be unreasonably withheld, conditioned or delayed). For the purposes of this Section, "Information" means all information received from a Loan Party relating to the Loan Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 10.13 Material Non-Public Information.

(1)EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 10.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(2)ALL INFORMATION NOT MARKED "PUBLIC", INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY A LOAN PARTY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION

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ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE LOAN PARTIES AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON- PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

Section 10.14 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and Charges that would have been paid in respect of such Loan but were not paid as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan exceed the maximum amount collectible at the Maximum Rate.

Section 10.15 Judgment Currency.

(a)If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b)If any party hereto or any holder of any obligation owing hereunder (the "Applicable Creditor") obtains a judgment or judgments against a Loan Party in a foreign currency, any Dollar-denominated obligations of such Loan Party in respect of any sum adjudge d to be due to the Applicable Creditor hereunder (the "Judgment Amount") shall be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of the Judgment Amount in such foreign currency, the Applicable Creditor, in accordance with normal banking procedures in the relevant jurisdiction, may purchase Dollars with the Judgment Amount in such foreign currency. If the amount of Dollars so purchased is less than the amount of Dollars that could have been purchased with the Judgment Amount on the date or dates the Judgment Amount was originally due and owing (the "Original Due Date") to the Applicable Creditor (the "Loss"), each applicable Loan Party agrees as a separate obligation and notwithstanding any such

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judgment, to indemnify the Applicable Creditor against the Loss, and if the amount of Dollars so purchased exceeds the amount of Dollars that could have been purchased with the Judgment Amount on the Original Due Date, the Applicable Creditor agrees to remit such excess to the Loan Parties (as applicable). The obligations of the Loan Parties under this Section 10.15 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

a.Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Loan Documents in a currency or currency unit other than that in which it is expressed to be payable.

Section 10.16 Waiver of Immunity. Each of the Loan Parties acknowledges and agrees that the activities contemplated by the provisions of the Loan Documents are commercial in nature rather than governmental or public and therefore acknowledges and agrees that such Loan Party is not entitled to any right of immunity on the grounds of sovereignty or otherwise with respect to such activities or in any legal action or proceeding arising out of or relating to the Loan Documents. To the extent permitted by applicable Law, each Loan Party, in respect of itself, its process agents and its properties (including its Subsidiaries) and revenues, expressly and irrevocably waives any such right of immunity which may now or hereafter exist (including any immunity from the jurisdiction of any court or from any suit, execution, attachment (whether provisional or final, in aid of execution, prior to judgment or otherwise) or other legal process (including in any jurisdiction where immunity (whether or not claimed) may be attributed to it or its assets)) or claim thereto which may now or hereafter exist and irrevocably agrees not to assert any such right or claim of immunity in any such action or proceeding to the fullest extent permitted now or in the future by the laws of any such jurisdiction. The Loan Parties agree that the waivers set forth in this Section 10.24 shall have the fullest effect permitted under applicable Law, including the Foreign Sovereign Immunities Act of 1976 of the United States of America (28 U.S.C. §§1602-1611) (the "FSIA"), and are intended to be irrevocable and not subject to withdrawal for purposes of the FSIA.USA PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "PATRIOT Act") and the requirements of the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation.

Section 10.18 No Advisory or Fiduciary Responsibility. In connection with all aspects of the Transactions (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm's- length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Mandated Lead Arrangers, the ESG Coordinator and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions; (ii)

(A)the Administrative Agent, each Mandated Lead Arranger, the ESG Coordinator and each

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Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan Party, its stockholders or any of its Affiliates (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters), or any other Person and (B) neither the Administrative Agent, any Mandated Lead Arranger, the ESG Coordinator, the Documentation Agent nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the Transactions except those obligations (if any) expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Mandated Lead Arrangers, the ESG Coordinator, the Documentation Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that conflict with those of and the Loan Parties, their stockholders and/or their Affiliates, and neither the Administrative Agent, any Mandated Lead Arranger, the ESG Coordinator, the Documentation Agent nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, each of the Mandated Lead Arrangers, the ESG Coordinator, the Documentation Agent, any Lender or the respective Affiliates of each of the foregoing with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspec t of any transaction contemplated hereby.

Section 10.19 Acknowledgment and Consent to Bail-In of Affected Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

a.the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

b.the effects of any Bail-In Action on any such liability, including, if

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applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other

instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

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i.the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

The provisions of this Section 10.19 are intended to comply with, and shall be interpreted in light of, Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union.

Section 10.20 Electronic Execution of Assignments and Certain Other Documents. The words "execution," "execute", "signed," "signature," and words of like import in or related to any Loan Document or other document to be signed in connection with this Agreement and the Transactions (including without limitation Assignment and Assumptions, amendments or other modifications hereof, or Borrowing Requests, Letter of Credit Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other party/ies that is has the corporate capacity and authority to execute such Loan Document through electronic means and there are no restrictions for doing so in that party's constitutive documents.

[Signature pages follow]

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[Signature Page – Credit Agreement] THE BANK OF NOVA SCOTIA, as Lender, Swingline Lender, Issuing Bank and Administrative Agent By: ____________________________________ Name: Title: Luis Bautista/ Ana Espinoza Director, International Banking

[Signature Page – Credit Agreement] BANK OF AMERICA, N.A., as Lender By: ____________________________________ Name: Title: Gonzalo Isaacs Managing Director

[Signature Page – Credit Agreement] J.P. MORGAN AG, as Issuing Bank By: ____________________________________ Name: Title: J.P. MORGAN SECURITIES PLC, as Lender By: ____________________________________ Name: Title: Richard Johansson Executive Director

[Signature Page – Credit Agreement] GOLDMAN SACHS BANK USA, as Lender By: ____________________________________ Name: Title:

[Signature Page – Credit Agreement] MORGAN STANLEY SENIOR FUNDING, INC., as Lender By: ____________________________________ Name: Title: Michael King Authorized Signatory

[Signature Page – Credit Agreement] BANCO SANTANDER S.A., as Lender By: ____________________________________ Name: Title: Enrique Rico

BANCO S.A., LO By: Name: K Title: M By: Name: H Title: M BILBAO NDON BR evin Buck anaging Di edi Ben Sa anaging Di VIZCAYA ANCH, as rector lem rector ARGENTA Lender RIA, [Signature Page – Credit Agreement]

[Signature Page – Credit Agreement] CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender By: ____________________________________ Name: Title: By: ____________________________________ Name: Title: Judith E. Smith Authorized Signatory Nicolas Thierry Authorized Signatory

Jersey

Group CPE ESG TARGET 1 ESG Target 1 Annual Target CPE Recovery Approach Metric

ESG TARGET 2 Supplier CR Training Program ESG Target 2 Suppliers ESG Target 2 Annual Target Supplier CR Training Program Metric ESG TARGET 3 Conectadas Conectadas Program

Conectadas Conectadas ESG Target 3 Annual Target Conectadas Program Metric ESG TARGET 4 MCP ESG Target 4 Annual Target

MCP Metric

EXHIBIT A Exhibit A - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 1. Assignor: ______________________________ 2. Assignee: ______________________________ [and is [a Lender][an [Affiliate] of [identify Lender]1]] 3. Obligor(s): Millicom International Cellular S.A. [and] [ ]2 4. Administrative Agent: The Bank of Nova Scotia, as the administrative agent under the Credit Agreement 5. Credit Agreement: The Revolving Credit Agreement, dated as of [ ], 2020, among Millicom International Cellular S.A., the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents party thereto. 1 Select as applicable. 2 Include any additional borrowers designated pursuant Section 2.21 of the Credit Agreement.

Exhibit A - 2 0010146-0000535 NYO1: 2000731687.1 6. Assigned Interest: Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Obligors and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Fill in the appropriate terminology for the types of Facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Loans,” “Swingline Loans,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A - 3 0010146-0000535 NYO1: 2000731687.1 [Consented to and]5 Accepted: THE BANK OF NOVA SCOTIA, as Administrative Agent By:_________________________________ Title: Consented to: [NAME OF ISSUING BANK] By:_________________________________ Title: Consented to: [NAME OF SWINGLINE LENDER] By:________________________________ Title: [Consented to: MILLICOM INTERNATIONAL CELLULAR S.A., as the Borrower By:________________________________ Title: By:______________________________ Title:]6 5 To be added only if the consent of the Administrative Agent is required by Section 10.04. 6 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

ANNEX I Exhibit A - 4 0010146-0000535 NYO1: 2000731687.1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Obligors, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Obligors, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.04 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Defaulting Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee. 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance

Exhibit A - 5 0010146-0000535 NYO1: 2000731687.1 and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT B Exhibit B - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF COMPLIANCE CERTIFICATE To: The Bank of Nova Scotia, as Administrative Agent From: Millicom International Cellular S.A. Dated: [ ] Millicom International Cellular S.A. – US$ 600,000,000 Senior Unsecured Revolving Facility dated October 15, 2020 Reference is hereby made to the Revolving Credit Agreement dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Millicom International Cellular S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its domicile and principal place of business located at 2 rue du Fort Bourbon, L-1249, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 40630 as Borrower and as Guarantor under Article IX of the Credit Agreement, The Bank of Nova Scotia, as Administrative Agent, each Lender from time to time party thereto and the other agents party thereto. This is a Compliance Certificate under the Credit Agreement. Capitalized terms used in this Compliance Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, the undersigned, solely in his/her capacity as a Financial Officer of the Borrower and not in his/her individual capacity, hereby certifies that: 1. solely for purposes of the Pricing Grid, in respect of the Financial Quarter ending on [•], Consolidated Net Debt for such relevant period was [•] and Consolidated EBITDA was [•]. Therefore, the Total Net Leverage Ratio was [•]; 2. in respect of the Financial Quarter ending on [•], [not more than]/[more than]1 thirty five percent (35%) of the Facility has been drawn; 3. in respect of the Financial Quarter ending on [•], Consolidated Net Debt for such relevant period was [•] and Consolidated EBITDA was [•]. Therefore, the Total Net Leverage Ratio was [•]; [and] 4. [the Borrower has elected its Step-Up Option to accommodate permitted Debt associated with a Qualified Acquisition pursuant to Section 6.04(b) of the Credit Agreement;] 5. [the covenant contained in Section 6.04(a) [has/has not]2 been complied with; and]3 6. [no Default is continuing.]4 1 Select as appropriate. 2 Select as appropriate. 3 To be included only if more than 35% of the Facility is drawn. 4 If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

Exhibit B - 2 0010146-0000535 NYO1: 2000731687.1 IN WITNESS WHEREOF, the Borrower has executed or caused this Compliance Certificate to be executed as of the date first written above. MILLICOM INTERNATIONAL CELLULAR S.A., as Borrower By: _________________________________________ Name: Title: By: _________________________________________ Name: Title:

EXHIBIT C-1 Exhibit C-1 - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit Agreement, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., The Bank of Nova Scotia, as Administrative Agent, each lender from time to time party thereto and the other agents party thereto. Pursuant to the provisions of Section 2.17(f)(ii)(B)(3) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of any Obligor within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to any Obligor as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Obligors with a duly executed certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Obligors and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Obligors and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: [ ], 20[__]

EXHIBIT C-2 Exhibit C-2 - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit Agreement, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., The Bank of Nova Scotia, as Administrative Agent, each lender from time to time party thereto and the other agents party thereto. Pursuant to the provisions of Section 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Obligor within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any Obligor as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a duly executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is c laiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [ ], 20[__]

EXHIBIT C-3 Exhibit C-3 - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit Agreement, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., The Bank of Nova Scotia, as Administrative Agent, each lender from time to time party thereto and the other agents party thereto. Pursuant to the provisions of Section 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of any Obligor within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to any Obligor as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a duly executed certificate of its non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [ ], 20[__]

EXHIBIT C-4 Exhibit C-4 - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit Agreement, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., The Bank of Nova Scotia, as Administrative Agent, each lender from time to time party thereto and the other agents party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Obligor within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any Obligor as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Obligors with a duly executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Obligors and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Obligors and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: [ ], 20[__]

EXHIBIT D Exhibit D - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF BORROWING REQUEST Date: ____________, 20__ The Bank of Nova Scotia, as Administrative Agent 720 King Street West, 4th Floor Toronto, Ontario, Canada M5V 2T3 Attention: Tyrone Nicholson Email: Tyrone.nicholson@scotiabank.com GWSLoanOps.Intl@scotiabank.com Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of October 15, 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its domicile and principal place of business located at 2 rue du Fort Bourbon, L-1249, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 40630 as Borrower and as Guarantor under Article IX of the Credit Agreement, the Lenders from time to time party thereto, The Bank of Nova Scotia, as administrative agent for the Lenders (the “Administrative Agent”) and the other agents party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. [Millicom International Cellular S.A.] [ ]11 (the “Obligor”) hereby requests a Borrowing under the Credit Agreement as described on Annex I hereto. The Obligor hereby certifies to the Administrative Agent and the Lenders that as of the date hereof and as of the date of the making of the requested Borrowing and after giving effect thereto: (a) The Repeating Representations set forth in the Credit Agreement are and shall be true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) on and as of the date of such Borrowing (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date); and (b) No Default or Event of Default has occurred and is continuing. If notice of the requested Borrowing was previously given by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.03 of the Credit Agreement. 11 Include Additional Borrower is requesting a Borrowing.

Exhibit D - 2 0010146-0000535 NYO1: 2000731687.1 [MILLICOM INTERNATIONAL CELLULAR S.A.] [ADDITIONAL BORROWER] By: Name: Title: By: Name: Title:

Exhibit D - 3 0010146-0000535 NYO1: 2000731687.1 Annex I to Borrowing Request ______________________________________________________________________________ 1. The Business Day of the proposed Borrowing is [________________]. 2. The Class of Loan[s] comprising the proposed Borrowing [is a][are] [Swingline Loan[s]] [Revolving Loan[s]]. 3. The Type of Loan[s] comprising the proposed Borrowing [is a][are] [ABR Loan[s]] [Eurodollar Loan[s]]. 4. The aggregate amount of [the] [each] Loan is [as follows]: (a) [Swingline Loans: $___________.] (b) [Revolving Loans]: [ABR Loan: $___________.] [Eurodollar Loan: $___________, with an initial Interest Period of [___] month[s].] 5. The location and number of the Obligor’s account to which funds of the proposed Borrowing are to be disbursed is: (a) Bank Name: [____________]. (b) Address: [____________]. (c) Account Number: [____________].

EXHIBIT E Exhibit E - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF LETTER OF CREDIT REQUEST Date: ____________, 20__ The Bank of Nova Scotia, as Administrative Agent 720 King Street West, 4th Floor Toronto, Ontario, Canada M5V 2T3 Attention: Tyrone Nicholson Email: Tyrone.nicholson@scotiabank.com GWSLoanOps.Intl@scotiabank.com Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of October 15, 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its domicile and principal place of business located at 2 rue du Fort Bourbon, L-1249, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 40630 as Borrower and as Guarantor under Article IX of the Credit Agreement, the Lenders from time to time party thereto, The Bank of Nova Scotia, as administrative agent for the Lenders (the “Administrative Agent”) and the other agents party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. [Millicom International Cellular S.A.] [ ]12 (the “Obligor”) hereby requests an [issuance][amendment][renewal][extension] of a Letter of Credit under the Credit Agreement as described on Annex I hereto. The Obligor hereby certifies to the Administrative Agent and the Lenders that as of the date hereof and as of the date of the making of the requested [issuance][amendment][renewal][extension] and after giving effect thereto: (c) The Repeating Representations set forth in the Credit Agreement are and shall be true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) on and as of the date of such [issuance][amendment][renewal][extension] of such Letter of Credit (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date); and (d) No Default or Event of Default has occurred and is continuing. 12 Include Additional Borrower is requesting a Borrowing.

Exhibit E - 2 0010146-0000535 NYO1: 2000731687.1 [MILLICOM INTERNATIONAL CELLULAR S.A.] [ADDITIONAL BORROWER] By: Name: Title: By: Name: Title:

Exhibit E - 3 0010146-0000535 NYO1: 2000731687.1 Annex I to Letter of Credit Request ______________________________________________________________________________ 1. The information related to the Letter of Credit to be [issued][amended][renewed][extended] is as follows: [(a) The Letter of Credit to be [amended][renewed][extended] is that certain standby letter of credit No. [____] dated [_____], 20[__] issued by [____] in favor of [___].]13 (b) The Business Day of the proposed [issuance][amendment][renewal][extension] is [_____]. [(c) The expiration date of the Letter of Credit is [_____]. (d) The amount of the Letter of Credit is [_____]. (e) The name and address of the beneficiary of the Letter of Credit is: (a) Beneficiary Name: [____________]. (b) Address: [____________]. (c) Account Number: [____________].]14 13 Include only if amending, renewing or extending an outstanding Letter of Credit. 14 Include (c), (d) or (e) as applicable.

Exhibit F - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF ESG REPORTING CERTIFICATE To: The Bank of Nova Scotia, as Administrative Agent From: Millicom International Cellular S.A. Dated: [ ] Millicom International Cellular S.A. – US$600,000,000 Senior Unsecured Revolving Facility dated October 15, 2020 Reference is hereby made to the Revolving Credit Agreement, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Millicom International Cellular S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg (the “Borrower”), as Borrower and (if applicable) as Guarantor, The Bank of Nova Scotia, as Administrative Agent and each Lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or in Schedule II thereto, as applicable. This is an “ESG Reporting Certificate” referred to in the Credit Agreement. Pursuant to Section 5.01(c)(ii) of the Credit Agreement, the undersigned, solely in his/her capacity as a [Chief Executive Officer][Chief Financial Officer]15 of the Borrower and not in his/her individual capacity, hereby certifies that: a. The information set forth on Schedule 1 attached hereto is true and accurate on and as of December 31 of the Financial Year immediately preceding the date hereof (the “Specified Financial Year”). b. Attached hereto as Annex A is the ESG Assurance Provider’s Certificate. [Signature Page Follows] 15 Select as appropriate.

Exhibit F - 2 0010146-0000535 NYO1: 2000731687.1 IN WITNESS WHEREOF, the undersigned has executed or caused this ESG Reporting Certificate to be executed as of the date first written above. MILLICOM INTERNATIONAL CELLULAR S.A., as the Borrower By: _________________________________________ Name: Title: By: _________________________________________ Name: Title:

Exhibit F - 3 0010146-0000535 NYO1: 2000731687.1 SCHEDULE I to ESG Reporting Certificate I. ESG Target 1 performance for the Specified Financial Year. a. The result of the CPE Recovery Approach Metric for the Specified Financial Year is: _____% (the “CPE Recovery Result”). b. The ESG Target 1 Annual Target for the Specified Financial Year as set forth in Schedule II of the Credit Agreement is: _____%. c. Is the CPE Recovery Result for the Specified Financial Year (Line I.a.) equal to or greater than the ESG Target 1 Annual Target for the Specified Financial Year (Line I.b.)? _______. (Yes/No) d. Was the ESG Target 1 Annual Target achieved for the Specified Financial Year? _______. (Yes if the answer to Line I.c is yes/ No if the answer to Line I.c is no) II. ESG Target 2 performance for the Specified Financial Year. a. The result of the Supplier CR Training Program Metric for the Specified Financial Year is: _____% (the “Supplier CR Training Program Result”). b. The ESG Target 2 Annual Target for the Specified Financial Year as set forth in Schedule II of the Credit Agreement is: _____%. c. Is the Supplier CR Training Program Result for the Specified Financial Year (Line II.a.) equal to or greater than the ESG Target 2 Annual Target for the Specified Financial Year (Line II.b.)? _______. (Yes/No) d. Was the ESG Target 2 Annual Target achieved for the Specified Financial Year? _______. (Yes if the answer to Line II.c is yes/ No if the answer to Line II.c is no) III. ESG Target 3 performance for the Specified Financial Year. a. The result of the Conectadas Program Metric for the Specified Financial Year is: ________ (the “Conectadas Program Result”). b. The ESG Target 3 Annual Target for the Specified Financial Year as set forth in Schedule II of the Credit Agreement is: _______. c. Is the Conectadas Program Result for the Specified Financial Year (Line III.a.) equal to or greater than the ESG Target 3 Annual Target for the Specified Financial Year (Line III.b.)? _______. (Yes/No) d. Was the ESG Target 3 Annual Target achieved for the Specified Financial Year? _______ (Yes if the answer to Line III.c is yes/ No if the answer to Line III.c is no) IV. ESG Target 4 performance for the Specified Financial Year. a. The result of the MCP Metric for the Specified Financial Year is: ________ (the “MCP Result”).

Exhibit F - 4 0010146-0000535 NYO1: 2000731687.1 b. The ESG Target 4 Annual Target for the Specified Financial Year as set forth in Schedule II of the Credit Agreement is: _______. c. Is the MCP Result for the Specified Financial Year (Line IV.a.) equal to or greater than the ESG Target 4 Annual Target for the Specified Financial Year (Line IV.b.)? _______. (Yes/No) d. Was the ESG Target 4 Annual Target achieved for the Specified Financial Year? _______. (Yes if the answer to Line IV.c is yes/ No if the answer to Line I.V is no) V. ESG-Based Pricing Ratchet. a. Based on the answers to the questions in Lines I.d, II.d, III.d and IV.d above, the number of ESG Targets achieved for the Specified Financial Year is: _____. b. Based on the answer to Line V.a, the ESG Performance Outcome is: [ESG Full Discount]16 [ESG Partial Discount]17 [ESG Non-Adjustment]18 [ESG Partial Premium]19 [ESG Full Premium].20 c. For purposes of the Applicable Margin, the ESG-Based Pricing Ratchet based on the ESG Pricing Scale is: [-0.10%]21 [-0.05%]22 [0%]23 [+0.05%]24 [+0.10%].25 16 Select if four ESG Targets have been achieved for the Specified Financial Year. 17 Select if three ESG Targets have been achieved for the Specified Financial Year. 18 Select if two ESG Targets have been achieved for the Specified Financial Year. 19 Select if one ESG Target has been achieved for the Specified Financial Year. 20 Select if zero ESG Targets have been achieved for the Specified Financial Year. 21 Select if the answer to Line V.b is ESG Full Discount. 22 Select if the answer to Line V.b is ESG Partial Discount. 23 Select if the answer to Line V.b is ESG Non-Adjustment. 24 Select if the answer to Line V.b is ESG Partial Premium. 25 Select if the answer to Line V.b is ESG Full Premium.

Exhibit F - 5 0010146-0000535 NYO1: 2000731687.1 ANNEX A Form of ESG Assurance Provider’s Certificate26 ERM Certification and Verification Services (the “ESG Assurance Provider”) To: The Bank of Nova Scotia, as Administrative Agent Dated: [ ] Reference is hereby made to the Revolving Credit Agreement, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Millicom International Cellular S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg (the “Borrower”), as Borrower and (if applicable) as Guarantor, The Bank of Nova Scotia, as Administrative Agent and each Lender from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned, solely in his/her capacity as an officer of the ESG Assurance Provider and not in his/her individual capacity, hereby certifies that: 1. The ESG Assurance Provider was engaged by the Borrower to provide limited assurance in relation to whether the information set forth in Schedule I of the ESG Reporting Certificate delivered for the Financial Year [____] (the “ESG Target Metrics”) is fairly presented in all material respects in accordance with the reporting criteria. 2. Based on our activities, nothing has come to our attention to indicate that the ESG Target Metrics are not fairly presented, in all material respects in accordance with the reporting criteria. [Signature Page Follows] 26 NTD: Subject to review by ERM CVS.

EXHIBIT F Exhibit F - 6 0010146-0000535 NYO1: 2000731687.1 IN WITNESS WHEREOF, the undersigned has executed or caused this certificate to be executed as of the date first written above. ERM Certification and Verification Services (ERM CVS) By: _________________________________________ Name: Title:

EXHIBIT G Exhibit G - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF PROMISSORY NOTE New York, New York $[●] [●], 2020 FOR VALUE RECEIVED, the undersigned, [MILLICOM INTERNATIONAL CELLULAR S.A., company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B. 40.630] [[_____] a [______]]27 (the “Obligor”), hereby promises to pay to the order of [●] (the “Lender”) in care of the Administrative Agent to the Administrat ive Agent’s address at 720 King Street West, 4th Floor, Toronto, Ontario, Canada M5V 2T3, or at such other address as may be specified in writing by the Administrative Agent to the Obligor, in lawful currency of the United States of America in immediately available funds, the principal sum of [_____] DOLLARS ($[__]) or, if less, the aggregate unpaid principal amount of all Loans represented by this note (this “Note”) and made by the Lender pursuant to the Revolving Credit Agreement dated as of October 15, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., the Lenders and Issuing Banks from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Obligor also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest on the unpaid principal amount of Loans represented by this Note and made by the Lender pursuant to the Credit Agreement in like money to the applicable account from the date hereof until paid at the rates and at the times provided in the Credit Agreement. The entire outstanding principal amoun t of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. This Note is one of the promissory notes referred to in Section 2.11(c) of the Credit Agreement, is entitled to the benefits of, and is subject to the provisions the Credit Agreement and of the other Loan Documents. As provided in the Credit Agreement, this Note is subject to prepayment, in whole or in part, without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement, if applicable). This Note may only be transferred to the extent and in the manner, and subject to the conditions, set forth in the Credit Agreement. If an Event of Default shall occur and be continuing, the principal amount of, together with accrued and unpaid interest on, this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. The Obligor hereby waives presentment, demand, protest or notice of any kind in connection with this Note (except for notices expressly required by the Credit Agreement). 27 Include if Note is executed by Additional Borrower.

Exhibit G - 2 0010146-0000535 NYO1: 2000731687.1 THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. MILLICOM INTERNATIONAL CELLULAR S.A., as Obligor By: ____________________________________ Name: Title: By: ____________________________________ Name: Title: [[ADDITIONAL BORROWER], as Obligor By: ____________________________________ Name: Title:]

EXHIBIT H Exhibit H - 1 0010146-0000535 NYO1: 2000731687.1 FORM OF INTEREST ELECTION REQUEST Date: ____________, 20__ The Bank of Nova Scotia, as Administrative Agent 720 King Street West, 4th Floor Toronto, Ontario, Canada M5V 2T3 Attention: Tyrone Nicholson Email: Tyrone.nicholson@scotiabank.com GWSLoanOps.Intl@scotiabank.com Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of October 15, 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Millicom International Cellular S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its domicile and principal place of business located at 2 rue du Fort Bourbon, L-1249, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 40630 as Borrower and as Guarantor under Article IX of the Credit Agreement, the Lenders from time to time party thereto, The Bank of Nova Scotia, as administrative agent for the Lenders (the “Administrative Agent”) and the other agents party thereto. Capitalized terms used in this Interest Election Request (this “Interest Election Request”) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Pursuant to Section 2.08 of the Credit Agreement, the undersigned Obligor is hereby requesting to convert or continue certain Borrowings as follows28: [Option A - Conversion of Eurodollar Borrowing to ABR Borrowing: to convert $___________ in principal amount of presently outstanding Eurodollar Loans with a final Interest Payment Date of ____________ ____, _____ to ABR Loans on __________ ____, ____, which is a Business Day (the “Effective Date”).] [Option B - Conversion of ABR Borrowings to Eurodollar Borrowings: to convert $__________ in principal amount of presently outstanding ABR Loans to Eurodollar Loans on ____________ ____, _____, which is a Business Day (the “Effective Date”). The Interest Period for such resulting Eurodollar Loan is ______29 month[s].] [Option C - Continuation of Eurodollar Borrowings as Eurodollar Borrowings: to continue as Eurodollar Borrowings $__________ in presently outstanding Eurodollar Loans with a final Interest 28 Select options below as applicable. 29 Interest Periods available are one, three or six months (or such other period as selected by the Borrower in an appropriate notice and agreed to by the Administrative Agent (without requiring any further consent or instructions from the Lenders))

Exhibit H - 2 0010146-0000535 NYO1: 2000731687.1 Payment Date of ____________ ____, _____ (such date of continuation being a Business Day). The Interest Period for such continued Eurodollar Borrowings is ______30 month[s].] If notice of the requested election was given previously by telephone, this Interest Election Request is to be considered the written confirmation of such telephone notice required by Section 2.08 of the Credit Agreement. [Signature page follows] 30 Interest Periods available are one, three or six months (or such other period as selected by the Borrower in an appropriate notice and agreed to by the Administrative Agent (without requiring any further consent or instructions from the Lenders))

Exhibit H - 3 0010146-0000535 NYO1: 2000731687.1 [MILLICOM INTERNATIONAL CELLULAR S.A.] [ADDITIONAL BORROWER] By: Name: Title: By: Name: Title:

EX-4.7

LW Draft – October 26, 2020

MILLICOM INTERNATIONAL CELLULAR S.A.

as the Issuer

$500,000,000 4.500% SENIOR NOTES DUE 2031

INDENTURE

Dated as of October 27, 2020

CITIBANK, N.A., LONDON BRANCH

as Trustee, Transfer Agent and Paying Agent

CITIGROUP GLOBAL MARKETS EUROPE AG

as Registrar

TABLE OF CONTENTS

    Page

Article 1 Definitions and Incorporation by Reference	1
Section 1.01    Definitions	1
Section 1.02    Other Definitions	27
Section 1.03    [Reserved]	28
Section 1.04    Rules of Construction	28
Article 2 The Notes	29
Section 2.01    Form and Dating	29
Section 2.02    Execution and Authentication	30
Section 2.03    Paying Agent, Registrars and Transfer Agents	30
Section 2.04    Paying Agent to Hold Money	30
Section 2.05    Holder Lists	31
Section 2.06    Transfer and Exchange	31
Section 2.07    Replacement Notes	39
Section 2.08    Outstanding Notes	39
Section 2.09    Treasury Notes	39
Section 2.10    Temporary Notes	39
Section 2.11    Cancellation	39
Section 2.12    Defaulted Interest	40
Section 2.13    Further Issues	40
Section 2.14    CUSIP, ISIN or Common Code Number	40
Section 2.15    Deposit of Moneys	41
Section 2.16    Agents	41
Article 3 Redemption and Prepayment	41
Section 3.01    Notices to Trustee	41
Section 3.02    Selection of Notes to Be Redeemed or Purchased	41
Section 3.03    Notice of Redemption	42
Section 3.04    Effect of Notice of Redemption	43
Section 3.05    Deposit of Redemption or Purchase Price	43
Section 3.06    Notes Redeemed or Purchased in Part	43
Section 3.07    Optional Redemption	44
Section 3.08    Redemption upon changes in withholding taxes	45
Section 3.09    [Reserved]	46
Section 3.10    Sinking fund.	46
Section 3.11    [Reserved]	46
Section 3.12    Offer to Purchase by Application of Excess Proceeds	46
Section 3.13    Post-Tender Redemption	48
Article 4 Covenants	48
Section 4.01    Payment of Notes	48
Section 4.02    Maintenance of Office or Agency	49
Section 4.03    Provision of financial information	49
Section 4.04    Compliance Certificate	50
Section 4.05    [Reserved]	51
Section 4.06    Stay, Extension and Usury Laws	51
Section 4.07    [Reserved]	51
Section 4.08    [Reserved]	51

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Section 4.09    Limitation on Debt	51
Section 4.10    Limitation on Asset Dispositions	54
Section 4.11    [Reserved]	56
Section 4.12    Limitation on Liens securing Debt	56
Section 4.13    Limitation on lines of business	56
Section 4.14    [Reserved]	57
Section 4.15    Change of Control	57
Section 4.16    Limitation on Guarantees of the Issuer’s Debt by Subsidiaries	57
Section 4.17    [Reserved]	58
Section 4.18    Payments for consent	58
Section 4.19    [Reserved]	58
Section 4.20    Maintenance of listing	58
Section 4.21    Financial Calculations for Limited Condition Transactions	59
Section 4.22    Additional Amounts	60
Section 4.23    Suspension of certain covenants when Notes rated investment grade	62
Section 4.24    Limitation on Designation of Unrestricted Subsidiaries	62
Section 4.25    FATCA	63
Article 5 Successors	64
Section 5.01    Merger, consolidations and certain sales of assets of the Issuer	64
Section 5.02    Successor Corporation Substituted	65
Article 6 Defaults and Remedies	65
Section 6.01    Events of Default	65
Section 6.02    Acceleration	67
Section 6.03    Other Remedies	67
Section 6.04    Waiver of Past Defaults	67
Section 6.05    Control by Majority	67
Section 6.06    Limitation on Suits	68
Section 6.07    Right of Holders of Notes to Receive Payment	68
Section 6.08    Collection Suit by Trustee	69
Section 6.09    Trustee May File Proofs of Claim	69
Section 6.10    Priorities	69
Section 6.11    Undertaking for Costs	69
Section 6.12    Restoration of Rights and Remedies	70
Section 6.13    Rights and Remedies Cumulative	70
Section 6.14    Delay or Omission Not Waiver	70
Article 7 Trustee	70
Section 7.01    Duties of Trustee	70
Section 7.02    Rights of Trustee	71
Section 7.03    Individual Rights of Trustee	73
Section 7.04    Trustee’s Disclaimer	74
Section 7.05    Notice of Defaults	74
Section 7.06    [Reserved]	74
Section 7.07    Compensation and Indemnity	74
Section 7.08    Replacement of Trustee	75
Section 7.09    Successor Trustee by Merger, etc.	76
Section 7.10    Eligibility; Disqualification	76
Section 7.11    Agents	76
Article 8 Legal Defeasance and Covenant Defeasance	77

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Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance	77
Section 8.02    Legal Defeasance and Discharge	77
Section 8.03    Covenant Defeasance	77
Section 8.04    Conditions to Legal or Covenant Defeasance	78
Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	79
Section 8.06    Repayment to Issuer	79
Section 8.07    Reinstatement	79
Article 9 Amendment, Supplement and Waiver	80
Section 9.01    Without Consent of Holders	80
Section 9.02    With Consent of Holders	81
Section 9.03    Revocation and Effect of Consents	82
Section 9.04    Notation on or Exchange of Notes	82
Section 9.05    Trustee to Sign Amendments, etc.	82
Article 10 [Reserved]	83
Article 11 [Reserved]	83
Article 12 [Reserved]	83
Article 13 Satisfaction and Discharge	83
Section 13.01    Satisfaction and Discharge	83
Section 13.02    Application of Trust Money	83
Article 14 Miscellaneous	84
Section 14.01    Notices	84
Section 14.02    [Reserved]	85
Section 14.03    Certificate and Opinion as to Conditions Precedent	85
Section 14.04    Statements Required in Certificate or Opinion	86
Section 14.05    Rules by Trustee and Agents	86
Section 14.06    Agent for Service; Submission to Jurisdiction; Waiver of Immunities	86
Section 14.07    No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	86
Section 14.08    Governing Law	87
Section 14.09    No Adverse Interpretation of Other Agreements	87
Section 14.10    Successors	87
Section 14.11    Severability	87
Section 14.12    Counterpart Originals	87
Section 14.13    Table of Contents, Headings, etc.	88
Section 14.14    Judgment Currency	88
Section 14.15    Prescription	88
Section 14.16    Contractual Recognition of Bail-In Powers	88

EXHIBITS

Exhibit A    FORM OF NOTE

Exhibit B    FORM OF CERTIFICATE OF TRANSFER

Exhibit C    FORM OF CERTIFICATE OF EXCHANGE

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INDENTURE (this “Indenture”), dated as of October 27, 2020, among Millicom International Cellular S.A. (the “Issuer”), a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 40630 and Citibank, N.A., London Branch, as Trustee, Transfer Agent and Paying Agent, and Citigroup Global Markets Europe AG as Registrar.

The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 4.500% Senior Notes due 2031 in an aggregate principal amount of $500,000,000 (the “Initial Notes”) and the Holders of any Additional Notes (as defined below and, together with the Initial Notes, the “Notes”).

Article 1.

Definitions and Incorporation

by Reference

Section 1.01     Definitions

“Acquired Debt” means Debt of a Person or its Subsidiary:

a.Incurred and outstanding on the date on which such Person (i) was acquired by the Issuer or any of its Restricted Subsidiaries or (ii) is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Issuer or its Restricted Subsidiary; or

b.Incurred to provide all or part of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of the Issuer or was otherwise acquired by the Issuer or its Restricted Subsidiary; provided that, after giving pro forma effect to the transactions by which such Person became a Restricted Subsidiary of the Issuer or is merged, consolidated, amalgamated or otherwise combined with the Issuer or its Restricted Subsidiary, (i) the Issuer would have been able to Incur $1.00 of additional Debt pursuant to Section 4.09(a) hereof; or (ii) the Net Leverage Ratio would not be greater than such ratio before giving effect to such transactions.

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, co-registrar, Transfer Agent, Authenticating Agent, Paying Agent or additional paying agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for Book-Entry Interests in any Global Note, the rules and procedures of DTC that apply to such transfer or exchange.

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“Applicable Redemption Premium” means, with respect to any Note on any redemption date, the greater of:

a.1% of the principal amount of such Note at such time; and

b.the excess of:

(i) the present value at such redemption date of: (x) the redemption price of such Note at April 27, 2026 (such redemption price being set forth in Section 3.07(e)); plus (y) all required interest payments that would otherwise be due to be paid on such Note during the period between the redemption date and April 27, 2026 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate at such redemption date plus 50 basis points; over

(ii) the outstanding principal amount of such Note.

For the avoidance of doubt, the calculation of the Applicable Redemption Premium shall not be a duty or obligation of the Trustee, the Registrar, the Transfer Agent or the Paying Agent and shall be notified by the Issuer to the Trustee, the Paying Agent and the Holders no less than two (2) Business Days prior to any redemption date.

“Asset Disposition” means any transfer, conveyance, sale, lease or other disposition by the Issuer or any of its Restricted Subsidiaries (including a consolidation or merger or other sale of any such Restricted Subsidiary with, into or to another Person in a transaction in which such Restricted Subsidiary ceases to be a Restricted Subsidiary of the Issuer, but excluding a disposition by a Restricted Subsidiary of the Issuer to the Issuer or a Restricted Subsidiary of the Issuer which is an 80% or more owned Restricted Subsidiary of the Issuer) of (i) shares of Capital Stock (other than directors’ qualifying shares and shares to be held by third parties to satisfy applicable legal requirements) or other ownership interests of a Restricted Subsidiary of the Issuer, (ii) substantially all of the assets of the Issuer or any of its Restricted Subsidiaries representing a division or line of business or (iii) other assets or rights of the Issuer or any of its Restricted Subsidiaries outside of the ordinary course of business; provided that the term “Asset Disposition” shall not include:

a.any dispositions of assets in a single transaction or series of transactions with an aggregate Fair Market Value in any calendar year of not more than the greater of (x) $25 million and (y) 1% of Total Assets (with unused amounts in any calendar year being carried over to the next succeeding year subject to a maximum of the greater of $25 million and 1% of Total Assets of carried over amounts for any calendar year);

b.any disposition of Tower Equipment, including any Sale/Leaseback Transaction; provided that any cash or Cash Equivalents received in connection with such disposition or Sale/Leaseback Transaction must be applied in accordance with Section 4.10.

c.a transfer of assets between or among the Issuer and any of its Restricted Subsidiaries;

d.the issuance of Capital Stock by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary of the Issuer;

e.any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or its Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of

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such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

f.the sale, lease or other transfer of products, services, accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, surplus, worn-out or obsolete assets;

g.dispositions in connection with Permitted Liens;

h.disposals of assets, rights or revenue not constituting part of the Related Business and other disposals of non-core assets acquired in connection with any acquisition permitted under this Indenture;

i.licenses and sublicenses of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

j.any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

k.the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

l.the granting of Liens not prohibited by Section 4.12 hereof;

m.a transfer or disposition of assets that is governed by the provisions of this Indenture described under Section 5.01 hereof;

n.the sale or other disposition of cash or Cash Equivalents;

o.the foreclosure, condemnation or any similar action with respect to any property or other assets;

p.sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity, and Investments in a Receivables Entity consisting of cash or Securitization Obligations;

q.any disposition or expropriation of assets or Capital Stock which the Issuer or any Restricted Subsidiary is required by, or made in response to concerns raised by, a regulatory authority or court of competent jurisdiction;

r.any disposition of Capital Stock, Debt or other securities of an Unrestricted Subsidiary;

s.disposal of non-core assets acquired in connection with any acquisition permitted under this Indenture;

t.any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Issuer or any Restricted Subsidiary to such Person;

u.any disposition of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements; provided that any cash or Cash Equivalents received in such disposition is applied in accordance with the requirements set forth in Section 4.10;

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v.any sale or disposition with respect to property built, repaired, improved, owned or otherwise acquired by the Issuer or any Subsidiary pursuant to customary sale and leaseback transactions, asset securitizations and other similar financings permitted by this Indenture;

w.any dispositions constituting the surrender of tax losses by the Issuer or a Restricted Subsidiary (i) to Issuer or a Restricted Subsidiary; (ii) in order to eliminate, satisfy or discharge any tax liability of any Person that was formerly a Subsidiary of the Issuer which has been disposed of pursuant to a disposal permitted by the terms of this Indenture, to the extent that the Issuer or a Restricted Subsidiary would have a liability (in the form of an indemnification obligation or otherwise) to one or more Persons in relation to such tax liability if not so eliminated, satisfied or discharged; and

x.any other disposal of assets not described in clauses (a) to (w) above comprising in aggregate percentage value 10% or less of Total Assets.

“Bankruptcy Law” means (a) Title 11 of the U.S. Code (as may be amended from time to time) or (b) any other law of the United States (or any political subdivision thereof), the British Virgin Islands (or any political subdivision thereof), Curaçao (or any political subdivision thereof), the Netherlands (or any political subdivision thereof), Luxembourg (or any political subdivision thereof), England (or any political subdivision thereof), Chad (or any political subdivision thereof), Ghana (or any political subdivision thereof), Tanzania (or any political subdivision thereof), DRC (or any political subdivision thereof), Senegal (or any political subdivision thereof) or the laws of any other relevant jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

a.with respect to any corporation, the board of directors or managers of the corporation (which, in the case of any corporation having both a supervisory board and an executive or management board, shall be the executive or management board) or any duly authorized committee thereof;

b.with respect to any partnership, the board of directors of the general partner of the partnership or any duly authorized committee thereof;

c.with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and

d.with respect to any other Person, the board or any duly authorized committee thereof or committee of such Person serving a similar function.

“Book-Entry Interest” means a beneficial interest in a Global Note held by or through a Participant.

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“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, London or Luxembourg, are authorized or obligated by law or executive order to close.

“Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of real or personal property of such Person which is required to be classified and accounted for as a capital lease on the face of a statement of financial position of such Person in accordance with IFRS. The Stated Maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. The principal amount of Debt represented by such obligation shall be the capitalized amount thereof that would appear on the face of a statement of financial position of such Person in accordance with IFRS.

“Capital Stock” of any Person means any and all shares, interests, participation or other equivalents (however designated) of corporate stock or other equity participation, including partnership interests, whether general or limited, of such Person.

“Cash Equivalents” means, with respect to any Person:

a.(i) Government Securities and (ii) any direct obligations of, or obligations guaranteed by, a member of the European Union or the United Kingdom for the payment of which obligations or guarantees are backed by the full faith and credit of such member of the European Union or the United Kingdom is pledged and which have a remaining Weighted-Average Life to Maturity of not more than one year from the date of Investment therein;

b.term deposit accounts (excluding current and demand deposits), certificates of deposit, time deposits, money market deposits and bankers’ acceptances, in each case, issued by or held with (i) any lender to the Revolving Credit Facility, and their respective Affiliates, (ii) any bank or trust company which is organized under the laws of the United States of America, any state thereof, the United Kingdom, Switzerland, Canada, Australia or any member state of the European Union, which bank or trust company has capital, surplus and undivided profits aggregating in excess of $100 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated no less than Investment Grade by at least one Rating Agency, or (iii) money market funds rated at least AAA by at least one Rating Agency or managed by any lender to the Revolving Credit Facility;

c.repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) entered into with any financial institution meeting the qualifications specified in clauses (b)(i) or (b)(ii) above;

d.commercial paper having one of the two highest ratings obtainable from any Rating Agency and in each case maturing within 365 days after the date of acquisition;

e.money market funds at least 95% of the assets of which constitute Cash Equivalents of the types described in clauses (a) through (d) of this definition;

f.with respect to any Person organized under the laws of, or having its principal business operations in, a jurisdiction outside the United States, the United Kingdom or the European Union, those investments that are of the same type as investments in clauses (a), (c) and (d) of this definition except that the obligor thereon is organized under the laws of the country (or any political subdivision thereof) in which such Person is organized or conducting business; and

g.up to US$100 million in the aggregate of term deposit accounts and overnight deposits held by such Person in countries where any Restricted Subsidiary operates its business.

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“Change of Control” means the occurrence of any of the following events:

a.any Person becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares;

b.the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its respective subsidiaries taken as a whole to any Person occurs; or

c.a plan relating to the liquidation or dissolution of the Issuer is adopted.

“Change of Control Triggering Event” will be deemed to have occurred if a Change of Control has occurred and a Rating Decline occurs.

“Clearstream” means Clearstream Banking, S.A. and its successors.

“Consolidated EBITDA” means, for any period, operating profit of the Issuer and its Restricted Subsidiaries, as such amount is determined on a consolidated basis in accordance with IFRS, plus the sum of the following amounts, in each case, without duplication. Losses shall be added (as a positive number) and gains shall be deducted, in each case, to the extent such amounts were included in calculating operating profit:

a.depreciation and amortization expenses;

b.the net loss or gain on the disposal and impairment of assets;

c.share-based compensation expenses;

d.at the Issuer’s option, other non-cash charges reducing operating profit (provided that if any such non-cash charge represents an accrual of or reserve for potential cash charges in any future period, the cash payment in respect thereof in such future period shall reduce operating profit to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period) less other noncash items of income increasing operating income (excluding any such non-cash item of income to the extent it represents (x) a receipt of cash payments in any future period, (y) the reversal of an accrual or reserve for a potential cash item that reduced operating income in any prior period and (z) any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase operating income in such prior period);

e.any material extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other post-employment arrangements, signing, retention or completion bonuses, transaction costs, acquisition costs, disposition costs, business optimization, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or postretirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events);

f.at the Issuer’s option, the effects of adjustments in its consolidated financial statements pursuant to IFRS (including inventory, property, equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of amounts thereof, net of taxes;

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g.any reasonable expenses, charges or other costs related to any Equity Offering, Investment, acquisition, disposition, recapitalization or the Incurrence, waiver or amendment of any Debt (or the refinancing thereof) (whether or not successful or consummated), in each case, as determined in good faith by a responsible financial or accounting officer of the Issuer;

h.any gains or losses on associates;

i.any unrealized gains or losses due to changes in the fair value of equity Investments;

j.any unrealized gains or losses due to changes in the fair value of Permitted Interest Rate, Currency or Commodity Price Agreements;

k.any unrealized gains or losses due to changes in the carrying value of put options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, joint venture or associate;

l.any unrealized gains or losses due to changes in the carrying value of call options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, joint venture or associate;

m.any net foreign exchange gains or losses;

n.at the Issuer’s option, any adjustments to reduce the impact of the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;

o.accruals and reserves that are established or adjusted within twelve months after the closing date of any acquisition that are so required to be established or adjusted as a result of such acquisition that are so required to be established as a result of such acquisition in accordance with IFRS;

p.any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the Issuer or a Restricted Subsidiary has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period);

q.the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets;

r.any net gain (or loss) realized upon any Sale/Leaseback Transaction that is not sold or otherwise disposed of in the ordinary course of business, determined in good faith by a responsible financial or accounting officer of the Issuer;

s.the amount of loss on the sale or transfer of any assets in connection with an asset securitization program, receivables factoring transaction or other receivables transaction (including, without limitation, a Qualified Receivables Transaction); and

t.Specified Legal Expenses.

For the purposes of calculating Consolidated EBITDA for any period, as of such date of determination:

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(i) if, since the beginning of such period the Issuer or any Restricted Subsidiary has made any Asset Disposition or disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”), including any Sale occurring in connection with a transaction causing a calculation to be made hereunder, then Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

(ii) if, since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquires any company, any business, or any group of assets constituting an operating unit of a business (any such Investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, then Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period;

(iii) if, since the beginning of such period any Person (that became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clauses (i) or (ii) above if made by the Issuer or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period, including anticipated synergies and cost savings as if such Sale or Purchase occurred on the first day of such period;

(iv) whenever pro forma effect is applied, the pro forma calculations will be as determined in good faith by a responsible financial or accounting officer of the Issuer (including in respect of anticipated synergies and cost savings) as though the full effect of synergies and cost savings were realized on the first day of the relevant period and shall also include the reasonably anticipated full run rate cost savings effect (as calculated in good faith by a responsible financial or chief accounting officer of the Issuer) of cost savings programs that have been initiated by the Issuer or its Restricted Subsidiaries as though such cost savings programs had been fully implemented on the first day of the relevant period; and

(v) for the purposes of determining the amount of Consolidated EBITDA under this definition denominated in a foreign currency, the Issuer may, at its option, calculate the U.S. Dollar equivalent amount of such Consolidated EBITDA based on either (i) the weighted average exchange rates for the relevant period used in the consolidated financial statements of the Issuer for such relevant period or (ii) the relevant currency exchange rate in effect on the Issue Date.

For the purpose of calculating the Consolidated EBITDA of the Issuer, any Joint Venture Consolidated EBITDA shall be added to the amount determined in accordance with the foregoing.

“Consolidated Net Debt” means, as of any date of determination, the sum without duplication of (1) the total amount of Debt of the Issuer and its Restricted Subsidiaries on a consolidated basis in accordance with IFRS, minus (2) the sum without duplication of (i) all Debt outstanding under Minority Shareholder Loans, (ii) any Debt which is a contingent obligation of the Issuer or its Restricted Subsidiaries on such date, (iii) all Debt permitted by clause (3) of Section 4.09(b), (iv) all Debt permitted by clause (17) of Section 4.09(b) and (v) all Debt outstanding under any Capital Lease Obligation or operating lease; minus (3) the amount of cash and Cash Equivalents (other than cash or

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Cash Equivalents received from the Incurrence of Debt by the Issuer or any of its Restricted Subsidiaries to the extent such cash or Cash Equivalents has not been subsequently applied or used for any purpose not prohibited by this Indenture) of the Issuer and its Restricted Subsidiaries on a consolidated basis that would be stated on the statement of financial position of the Issuer as of such date in accordance with IFRS, excluding, for the avoidance of doubt, Restricted Cash.

“Credit Facility” means, a debt facility, arrangement, instrument, trust deed, note purchase agreement, indenture, purchase money financing, commercial paper facility or overdraft facility with banks or other institutions or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Debt, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended, in whole or in part from time to time, and in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including, but not limited to, any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (i) changing the maturity of any Debt Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, (iii) increasing the amount of Debt Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

“Custodian” means Citibank N.A., London Branch, and any and all successors thereto appointed as Custodian hereunder and having become such pursuant to the applicable provision of this Indenture.

“Debt” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent:

a.the principal of and premium, if any, in respect of every obligation of such Person for money borrowed;

b.the principal of and premium, if any, in respect of every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments;

c.every reimbursement obligation of such person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person (but only to the extent such obligations are not reimbursed within 30 days following receipt by such Person of a demand for reimbursement); and

d.the principal component of every obligation of the type referred to in clauses (a) through (c) of another Person and all dividends of another Person the payment of which, in either case, such Person has Guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise to the extent not otherwise included in the Debt of such Person.

The “amount” or “principal amount” of Debt at any time of determination as used herein represented by (x) any Debt issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with IFRS, (y) any Redeemable Stock, shall be the maximum fixed redemption or repurchase price in respect thereof; and (z) any amount of Debt that has been cash-collateralized, to the extent so cash-collateralized, shall be excluded from any calculation of Debt. Notwithstanding anything else to the contrary, for all purposes under this Indenture, the amount of Debt Incurred, repaid, redeemed, repurchased or otherwise

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acquired by a Restricted Subsidiary of the Issuer shall equal the liability in respect thereof determined in accordance with IFRS and reflected on the Issuer’s consolidated statement of financial position.

The term “Debt” shall not include:

(i) obligations described in clauses (a) or (b) of the first paragraph of this definition of Debt that are Incurred by a Restricted Subsidiary of the Issuer (the “Proceeds Recipient”) and owed to a bank or other lending institution (the “OnLend Bank”) to facilitate the substantially concurrent on-lending of proceeds (the “Proceeds On-Loan”) from Debt Incurred by the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) as permitted by Section 4.09 hereof to the extent (i) the principal obligations in respect of the Proceeds On-Loan are secured by security over cash granted in favor of the On-Lend Bank or any of its affiliates in an amount not less than the principal amount of the Proceeds On-Loan or (ii) the Proceeds On-Loan is put in place substantially concurrently with a loan by the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) to the On-Lend Bank (the “OnLend Bank Borrowing”) pursuant to which the Proceeds Recipient is entitled to reduce the principal amount of the Proceeds On-Loan by an amount equal to the principal amount of the On-Lend Bank Borrowing if a default or acceleration occurs with respect to such On-Lend Bank Borrowing or (iii) the substantial risks and rewards of the Proceeds On-Loan are transferred, using a synthetic instrument or any other arrangement or agreement, from the On-Lend Bank to the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) in exchange for an amount not less than (x) the amount of cash granted in favor of the On-Lend Bank or any of its Affiliates or (y) the outstanding amount of the On-Lend Bank Borrowing, as applicable, in each case as at the effective date of such transfer;

(ii) any liability of the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) attributable to a synthetic instrument or any other arrangement or agreement described in paragraph (i)(iii) above to the extent such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS and recorded as a current liability on the Issuer’s consolidated statement of financial position;

(iii) any Restricted MFS Cash;

(iv) any liability of the Issuer attributable to a put option or similar instrument, arrangement or agreement entered into after the Issue Date granted by the Issuer relating to an interest in any other entity, in each case to the extent such option has not been exercised or such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS, and recorded as a current liability on the Issuer’s consolidated statement of financial position;

(v) any standby letter of credit, performance bond or surety bond provided by the Issuer or any Restricted Subsidiary that are customary in the Related Business to the extent such letters of credit or bonds are not drawn upon or, if and to the extent drawn upon, are honored in accordance with their terms;

(vi) any deposits or prepayments received by the Issuer or a Restricted Subsidiary from a customer or subscriber for its service and any other deferred or prepaid revenue;

(vii) any obligations to make payments in relation to earn outs;

(viii) Debt which is in the nature of equity (other than redeemable shares) or equity derivatives;

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(ix) Capital Lease Obligations or operating leases;

(x) receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any debt in respect of Qualified Receivables Transactions, including without limitation guarantees by a Receivables Entity of the obligations of another Receivables Entity;

(xi) pension obligations or any obligation under employee plans or employment agreements;

(xii) any “parallel debt” obligations to the extent that such obligations mirror other Debt;

(xiii) any payments or liability for assets acquired or services supplied deferred (including Trade Payables) in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied;

(xiv) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (including, in each case, any accrued dividends); and

(xv) the net obligations of such Person under any Permitted Interest Rate, Currency or Commodity Price Agreement.

“Default” means an event that with the passing of time or the giving of notice, or both would constitute an Event of Default.

“Definitive Registered Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Sections 2.06, 2.07 and 2.09 hereof, substantially in the form of Exhibit A hereto and bearing the Private Placement Legend, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, DTC, including any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision(s) of this Indenture.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

a.matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

b.is convertible or exchangeable for Debt or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Issuer or a Restricted Subsidiary); or

c.is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the earlier of the date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes Outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided,

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further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially identical manner to the corresponding definitions in this Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Issuer may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Issuer with Sections 4.15 and 4.10 hereof.

“DTC” means The Depository Trust Company and its successors.

“Equity Offering” means a sale of Qualified Capital Stock of the Issuer or a Holding Company of the Issuer pursuant to which the net cash proceeds are contributed to the Issuer in the form of a subscription for, or a capital contribution in respect of, Qualified Capital Stock of the Issuer.

“Euro MTF Market” means the Euro MTF Market, the alternative market of the Luxembourg Stock Exchange.

“Euroclear” means Euroclear Bank, SA/NV and its successors.

“European Union” means the European Union as of January 1, 2004 (except for the United Kingdom), including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain and Sweden, but not including any country which became or becomes a member of the European Union after January 1, 2004.

“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Issuer’s Chief Executive Officer, Chief Financial Officer or responsible accounting or financial officer.

“Fitch” means Fitch Rating, Ltd. and its successors.

“GAAP” means generally accepted accounting principles in the United States.

“Global Notes” means, individually and collectively, each of the global notes, substantially in the form of Exhibit A hereto, bearing the Private Placement Legend and the Global Note Legend, issued in accordance with Sections 2.01 and 2.06 hereof.

“Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Government Securities” means direct obligations of, or obligations Guaranteed by, the United States of America (or by any agency thereof) for the payment of which obligations or Guarantee the full faith and credit of the United States is pledged and which have a remaining Weighted-Average Life to Maturity of not more than one year from the date of Investment therein.

“Gradation” means a gradation within a Rating Category or a change to another Rating Category, which shall include: (i) “+” and “-” in the case of Fitch’s current Rating Categories (e.g., a decline from BB+ to BB would constitute a decrease of one gradation), (ii) 1, 2 and 3 in the case of Moody’s current Rating Categories (e.g., a decline from Ba1 to Ba2 would constitute a decrease of one gradation), or (iii) the equivalent in respect of successor Rating Categories of Fitch or Moody’s or Rating Categories used by Rating Agencies other than Fitch and Moody’s.

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“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person guaranteeing, or having the economic effect of guaranteeing, any Debt of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person:

a.to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt;

b.to purchase property, securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt; or

c.to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt (and “Guaranteed” and “Guaranteeing” shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business.

“Holder” means the Person in whose name a Note is recorded on the Registrar’s books.

“Holding Company” means any Person (other than a natural person) which legally and Beneficially Owns more than 50% of the Voting Stock and/or Capital Stock of another Person, either directly or through one or more Subsidiaries.

“IFRS” means the International Financial Reporting Standards promulgated by the International Accounting Standards Board or any successor board or agency (and, at the irrevocable option of the Issuer, as adopted by the European Union), as in effect on the Issue Date; provided that the Issuer may, at any time, irrevocably elect by written notice to the Trustee to use IFRS as in effect from time to time, and, upon such notice, references herein to IFRS shall thereafter be construed to mean IFRS as in effect from time to time. The Issuer also may, at any time, irrevocably elect by written notice to the Trustee to use GAAP as in effect from time to time in lieu of IFRS and, upon such notice, references herein to IFRS shall thereafter be construed to mean GAAP as in effect from time to time; provided that upon first reporting its fiscal year results under GAAP, the Issuer shall restate the financial statements required to be delivered under Section 4.03, on the basis of GAAP for the fiscal year ending immediately prior to the first fiscal year for which financial statements have been prepared on the basis of GAAP.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation, including by acquisition of Subsidiaries (the Debt of any other Person becoming a Subsidiary of such Person being deemed for this purpose to have been incurred at the time such other Person becomes a Subsidiary), or the recording, as required pursuant to IFRS or otherwise, of any such Debt or other obligation on the statement of financial position of such Person (and “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings correlative to the foregoing); provided, however, that a change in IFRS that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. If any Person becomes a Restricted Subsidiary on any date after the date of this Indenture (including by Redesignation of an Unrestricted Subsidiary), the Debt of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.09.

“Indenture” means this Indenture, as amended or supplemented from time to time.

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“Indirect Participant” means a Person who holds a Book-Entry Interest in a Global Note through a Participant.

“Interest Rate, Currency or Commodity Price Agreement” of any Person means any forward contract, futures contract, swap, option or other financial agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements) relating to, or the value of which is dependent upon, interest rates, currency exchange rates or commodity prices or indices (excluding contracts for the purchase or sale of goods in the ordinary course of business).

“Investment” by any Person means any direct or indirect loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person, including any payment on a Guarantee of any obligation of such other Person, together with all items that are or would be classified as Investments on a statement of financial position (excluding the footnotes thereto) prepared in accordance with IFRS, but shall not include (a) trade accounts receivable in the ordinary course of business on credit terms made generally available to the customers of such Person, or (b) commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing and other employee benefit plan contributions made in the ordinary course of business. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to a subsequent change in value and, to the extent applicable, shall be determined based on the equity value of such Investment.

“Investment Grade” means (i) BBB- or above in the case of Fitch (or its equivalent under any successor Rating Categories of Fitch), (ii) Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s), and (iii) the equivalent in respect of the Rating Categories of any Rating Agencies.

“Issue Date” means October 27, 2020.

“Issuer” means Millicom International Cellular S.A.

“Joint Venture Consolidated EBITDA” means an amount equal to the product of (i) the Consolidated EBITDA of any joint venture (determined in good faith by a responsible financial or accounting officer of the Issuer on the same basis as provided for in the definition of “Consolidated EBITDA” (with the exception of clause (i) and the last sentence thereof) as if each reference to the “Issuer and its Restricted Subsidiaries” in such definition was to such joint venture) whose financial results are not consolidated with those of the Issuer in accordance with IFRS and (ii) a percentage equal to the direct or indirect equity ownership percentage of the Issuer and/or its Restricted Subsidiaries in the Capital Stock of such joint venture and its Subsidiaries.

“Lien” means, with respect to any property or assets, any mortgage, pledge, security interest, lien, charge, encumbrance, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Limited Condition Transaction” means (i) any Investment or acquisition, including by way of merger, amalgamation or consolidation, in each case, by one or more of the Issuer and its Restricted Subsidiaries of any assets, business or Person whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase,

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defeasance, satisfaction and discharge or repayment of Debt requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Minority Shareholder Loan” means Debt of a Restricted Subsidiary of the Issuer that is issued to and held by an equity owner of such Restricted Subsidiary, other than the Issuer or a subsidiary of the Issuer.

“Moody’s” means Moody’s Investor Service, Inc. and its successors.

“Net Available Proceeds” from any Asset Disposition means cash or readily marketable cash equivalents received (including by way of sale or discounting of a note, installment receivable or other receivable, but excluding any assets described in clauses (4) and (5) of Section 4.10(b) hereof and other consideration received in the form of assumption by the acquiror of Debt or other obligations relating to such properties or assets) therefrom by the Issuer or any of its Restricted Subsidiaries, net of:

a.all legal, title and recording tax expenses, commissions and other fees and expenses incurred, including, without limitation, legal, consultant, accounting and investment banking fees, sales commissions, discounts and brokerage costs, and all federal, state, provincial, foreign and local taxes required to be accrued as a liability as a consequence of such Asset Disposition;

b.all payments made by the Issuer or any of its Restricted Subsidiaries, on any Debt which is secured by such assets in accordance with the terms of any Lien upon or with respect to such assets or which must by the terms of such Debt or Lien, or in order to obtain a necessary consent to such Asset Disposition or by applicable law, be repaid out of the proceeds from such Asset Disposition;

c.all distributions and other payments made to other equity holders in the Issuer’s Subsidiaries or joint ventures as a result of such Asset Disposition; and

d.appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries, as the case may be, as a reserve in accordance with IFRS, against any liabilities associated with such assets and retained by the Issuer or any of its Restricted Subsidiaries, as the case may be, after such Asset Disposition, including, without limitation, liabilities under any indemnification obligations, relocation costs and severance and other employee termination costs associated with such Asset Disposition, in each case as determined by the Issuer’s Board of Directors, in its reasonable good faith judgment.

“Net Leverage Ratio” means, as of any date of determination, the ratio of (1) the Consolidated Net Debt outstanding on such date to (2) the Consolidated EBITDA for the four most recent full fiscal quarters ending immediately prior to such date for which consolidated financial statements are available, determined, in each case, on a pro forma basis as if any such Debt had been Incurred, or such other Debt had been repaid, redeemed or repurchased, as applicable, at the beginning of such four fiscal quarter period; provided, however, that the pro forma calculation shall not give effect to (i) any Debt Incurred on such determination date pursuant to Section 4.09(b) hereof (other than Debt Incurred pursuant to clause (6) of Section 4.09(b) hereof), or (ii) the discharge on such determination date of any Debt to the extent that such discharge results from the proceeds Incurred pursuant to Section 4.09(b) hereof (other than the discharge of Debt using proceeds of Debt Incurred pursuant to clause (6) of Section 4.09(b) hereof). For the avoidance of doubt, in determining Net Leverage Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Debt in

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respect of which the pro forma calculation is to be made unless such proceeds are committed to be used for the repayment or refinancing of any Debt.

“Offer to Purchase” means a written offer (the “Offer”) sent by the Issuer by first class mail, postage prepaid, to each Holder at his address appearing on the Registrar’s books on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 10 days or more than 60 days after the date of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. The Issuer shall notify the Trustee at least 15 Business Days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Issuer’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

a.the Section of this Indenture pursuant to which the Offer to Purchase is being made;

b.the Expiration Date and the Purchase Date;

c.the aggregate principal amount of the Outstanding Notes offered to be purchased by the Issuer pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such has been determined pursuant to the Section of this Indenture requiring the Offer to Purchase) (the “Purchase Amount”);

d.the purchase price to be paid by the Issuer for each $1,000 aggregate principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

e.that each Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in minimum amounts of $200,000 and integral multiples of $1,000 in excess thereof;

f.the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

g.that interest on any Note not tendered or tendered but not purchased by the Issuer pursuant to the Offer to Purchase will continue to accrue;

h.that on the Purchase Date the Purchase Price will become due and payable upon each Note being accepted for payment pursuant to the Offer to Purchase and that interest thereon shall cease to accrue on and after the Purchase Date;

i.that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note at the place or places specified in the Offer prior to the close of business on the Expiration Date (such Note being, if the Issuer or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

j.that Holders will be entitled to withdraw all or any portion of Notes tendered if the Issuer (or their paying agent) receives, not later than the close of business on the Expiration Date, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of

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the Note such Holder tendered, the certificate number of such Note and a statement that such Holder is withdrawing all or a portion of his tender;

k.that (a) if Notes in an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase all such Notes and (b) if Notes in an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of $1,000 or integral multiples thereof shall be purchased and provided that Notes of $200,000 or less may only be purchased in whole and not in part); and

l.that in the case of any Holder whose Note is purchased only in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Note so tendered.

Any Offer to Purchase shall be governed by and effected in accordance with the Offer for such Offer to Purchase.

For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market, and the rules of the Luxembourg Stock Exchange so require, the Issuer will, to the extent and in the manner permitted by such rules, post notices relating to the Offer to Purchase on the official website of the Luxembourg Stock Exchange (www.bourse.lu).

“Offering Memorandum” means the offering memorandum dated October 19, 2020 relating to the offering of the Initial Notes.

“Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer or a responsible accounting, financial officer or any authorized signatory of the Issuer.

“Officer’s Certificate” means a certificate signed by the Chairman of the Board of Directors, any Vice Chairman of the Board of Directors, any Director or Manager as the case may be, the Chief Executive Officer, the Chief Financial Officer, any Executive or Senior Vice President, or the Secretary of the Board of the Issuer, and delivered to the Trustee and, where applicable, the paying agent.

“Opinion of Counsel” means a written opinion from legal counsel (in form and substance reasonably acceptable to the Trustee, where such opinion is addressed to, or is for the benefit of the Trustee) that meets the requirements of Section 14.04 hereof. The counsel may be an employee of or counsel to the Issuer or any of its Subsidiaries.

“Outstanding,” when used with respect to the Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

a.Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

b.Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee in trust or any paying agent (other than the Issuer) or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own paying agent) for the Holders of

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such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

c.Notes which have been paid or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

“Pari Passu Debt” means any Debt of the Issuer that ranks pari passu in right of payment to the Notes.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary, which shall include Euroclear and Clearstream.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of related business assets or a combination of related business assets, cash and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person.

“Permitted Interest Rate, Currency or Commodity Price Agreement” of any Person means any Interest Rate, Currency or Commodity Price Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect such Person against fluctuations in interest rates or currency exchange rates or with respect to Debt Incurred and which shall have a notional amount no greater than the payments due with respect to the Debt being hedged thereby, or in the case of currency or commodity protection agreements against currency exchange or commodity price fluctuations in the ordinary course of business relating to then existing financial obligations and not for purposes of speculation.

“Permitted Investments” means (1) loans or advances to employees and officers (or loans to any direct or indirect parent, the proceeds of which are used to make loans or advances to employees or officers, or Guarantees of third-party loans to employees or officers) in the ordinary course of business; and (2) customary cash management, cash pooling or netting or setting off arrangements; and (3) the granting of Liens pursuant to clause (ll) of the definition of Permitted Liens.

“Permitted Liens” means:

a.Liens for taxes, assessments or governmental charges or levies on the property of the Issuer or any of its Restricted Subsidiaries if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceeds promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with IFRS shall have been made therefor;

b.Liens imposed by law, such as statutory Liens of landlords’, carriers’, materialmen’s, repairmen’s, construction, warehousemen’s and mechanics’ Liens and other similar Liens, on the

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property of the Issuer or any of its Restricted Subsidiaries arising in the ordinary course of business or Liens arising solely by virtue of any statutory or common law provisions relating to attorney’s liens or bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;

c.Liens on the property of the Issuer or any of its Restricted Subsidiaries Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance bids, trade contracts, letters of credit, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Issuer and its Restricted Subsidiaries taken as a whole;

d.Liens on property at the time the Issuer or any of its Restricted Subsidiaries acquired such property and Liens Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such property was acquired by the Issuer or its Restricted Subsidiaries; provided, however, that any such Lien may not extend to any other property of the Issuer or any of its Restricted Subsidiaries;

e.Liens on the property of a Person at the time such Person becomes a Restricted Subsidiary (including Liens created, incurred or assumed in connection with or in contemplation of such acquisition or transaction); provided, however, that any such Lien may not extend to any other property of the Issuer or any other Restricted Subsidiary that is not a Restricted Subsidiary of such Person (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

f.pledges or deposits by the Issuer or any of its Restricted Subsidiaries under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Issuer or any of its Restricted Subsidiaries is party, or deposits to secure public or statutory obligations of the Issuer or any of its Restricted Subsidiaries or deposits for the payment of rent, in each case Incurred in the ordinary course of business;

g.utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character;

h.any provision for the retention of title to any property by the vendor or transferor of such property which property is acquired by the Issuer or a Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Issuer or a Restricted Subsidiary and for which kind of transaction it is customary market practice for such retention of title provision to be included;

i.Liens arising by means of any judgment, decree or order of any court, to the extent not otherwise resulting in a Default hereunder so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order have not been fully terminated or the period within which such proceedings may be initiated has not expired and any Liens that are required to protect or enforce rights in any administrative, arbitration or other court proceeding in the ordinary course of business;

j.Liens securing any Credit Facility or any Permitted Interest Rate, Currency or Commodity Price Agreement;

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k.Liens securing customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of the Issuer or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition;

l.mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Issuer or any of its Restricted Subsidiaries has easement rights or on any real property leased by the Issuer or any of its Restricted Subsidiaries or similar agreements relating thereto and any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;

m.Liens existing on the Issue Date;

n.Liens in favor of the Issuer or any Restricted Subsidiary;

o.Liens on insurance policies and the proceeds thereof, or other deposits, to secure insurance premium financings in respect of the Issuer or any of its Restricted Subsidiaries;

p.Liens arising from financing statement filings (or other similar filings in any applicable jurisdiction) regarding operating leases entered into by any Restricted Subsidiary of the Issuer in the ordinary course of business;

q.Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit issued to facilitate the purchase, shipment or storage of such inventory or other goods;

r.Liens on property of any Restricted Subsidiary of the Issuer to secure Debt Incurred by such Restricted Subsidiary pursuant to Section 4.09(a) hereof or clauses (9), (10), (11), (12) or (13) of Section 4.09(b) hereof; and Liens on property of the Issuer to secure Debt Incurred by the Issuer pursuant to clause (12) of Section 4.09(b) hereof;

s.Liens for the purpose of securing the payment of all or a part of the purchase price of Capital Lease Obligations or payments Incurred by the Issuer or its Restricted Subsidiaries to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that such Liens do not encumber any other assets or property of the Issuer or its Restricted Subsidiaries other than such assets or property and assets affixed or appurtenant thereto;

t.Liens on the property of the Issuer or any of its Restricted Subsidiaries to replace in whole or in part, any Lien described in the foregoing clauses (a) through (s); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Debt being refinanced or in respect of property that is the security for a Permitted Lien hereunder;

u.any interest or title of a lessor under any Capital Lease Obligation or operating lease;

v.Liens on any escrow account used in connection with an acquisition of property or Capital Stock of any Person or pre-funding a refinancing of Debt otherwise permissible by this Indenture;

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w.Liens on the Issuer’s and any of its Restricted Subsidiaries’ deposits in favor of financial institutions arising from any netting or set-off arrangement substantially consistent with its current practice for the purpose of netting debt and credit balances substantially consistent with the Issuer’s or the Restricted Subsidiaries’ existing cash pooling arrangements;

x.Liens incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries with respect to obligations that do not exceed the greater of $500 million or 4% of Total Assets at any one time outstanding and that do not in the aggregate materially detract from the value of the property of the Issuer, or materially impair the use thereof in the operation of business by the Issuer and its Restricted Subsidiaries;

y.Liens over cash or other assets that secure collateralized obligations Incurred as Permitted Debt; provided that the amount of cash collateral does not exceed the principal amount of the Permitted Debt;

z.Liens on Restricted MFS Cash in favor of the customers or dealers of, or third parties in relation to, one or more of the Issuer’s Restricted Subsidiaries engaged in the provision of mobile financial services, in each case who provided such Restricted MFS Cash to the relevant Restricted Subsidiary;

aa.Liens on Receivables and related assets of the type described in the definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified Receivables Transaction, and Liens on Investments in Receivables Entities;

ab.Liens consisting of any right of set-off granted to any financial institution acting as a lockbox bank in connection with a Qualified Receivables Transaction;

ac.Liens for the purpose of perfecting the ownership interests of a purchaser of Receivables and related assets pursuant to any Qualified Receivables Transaction;

ad.[Reserved];

ae.Liens arising in connection with other sales of Receivables permitted hereunder without recourse to the Issuer or any of its Restricted Subsidiaries;

af.Liens on Receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” pursuant to any Qualified Receivables Transaction;

ag.Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease Obligations, Purchase Money Obligations or other payments Incurred to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business (including Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business), provided that such Liens do not encumber any other assets or property of the Issuer or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;

ah.Liens securing Debt or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary;

ai.Liens in respect of the ownership interests in, or assets owned by, any joint ventures or similar arrangements, other than joint ventures and similar arrangements that are Restricted Subsidiaries, securing obligations of such joint ventures or similar agreements;

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aj.any encumbrance or restriction (including, but not limited to, put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

ak.Liens over rights under loan agreements relating to, or over notes or similar instruments evidencing, the on-loan of proceeds received by a Restricted Subsidiary from the issuance of Debt, which Liens are created to secure payment of such Debt;

al.Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Debt of such Unrestricted Subsidiary; and

am.Liens securing Acquired Debt described in clause (a) of the definition thereof (provided that any Liens securing Permitted Refinancing Debt with respect thereto shall not be a Permitted Lien pursuant to this clause (mm)).

“Permitted Refinancing Debt” means any renewals, extensions, substitutions, defeasances, discharges, refinancings or replacements (each, for purposes of this definition and clause (8) of Section 4.09(b) hereof, a “refinancing”) of any Debt of the Issuer or a Restricted Subsidiary of the Issuer or pursuant to this definition, including any successive refinancings, as long as:

a.such Permitted Refinancing Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of: (i) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value plus all accrued interest) then outstanding of the Debt being refinanced; and (ii) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing;

b.such Permitted Refinancing Debt has (i) a Stated Maturity that is either (X) no earlier than the Stated Maturity of the Debt being refinanced or (Y) after the Stated Maturity of the Notes and (ii) a Weighted-Average Life to Maturity that is equal to or greater than the Weighted-Average Life to Maturity of the Debt being refinanced; and

c.if the Debt being refinanced is subordinated in right of payment to the Notes, such Permitted Refinancing Debt is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Debt being refinanced; and

d.if the Issuer was the obligor on the Debt being refinanced, such Permitted Refinancing Debt is Incurred by the Issuer.

Permitted Refinancing Debt in respect of any Credit Facility or any other Debt may be Incurred from time to time after the termination, discharge or repayment of all or any part of such Credit Facility or other Debt. Permitted Refinancing Debt shall not include any Debt of the Issuer or any Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

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“Private Placement Legend” means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and/or a line of credit, which may be irrevocable, from the Issuer or any Restricted Subsidiary in connection with a Qualified Receivables Transaction with a Receivables Entity, which note is intended to finance that portion of the purchase price that is not paid in cash or a contribution of equity and which is (a) repayable from cash available to the Receivables Entity, other than (i) amounts required to be established as reserves pursuant to agreements, (ii) amounts paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and (iv) amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables and (b) may be subordinated to the payments described in clause (a).

“Purchase Money Obligations” means any Debt Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Redeemable Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Issuer or any of its Restricted Subsidiaries pursuant to which the Issuer or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case of a transfer by the Issuer or any of the Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Entity), or may grant a Lien in, any Receivables (whether now existing or arising in the future) of the Issuer or any of the Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which Liens are customarily granted, in connection with asset securitization involving Receivables and any Interest Rate, Currency or Commodity Price Agreement entered into by the Issuer or any such Restricted Subsidiary in connection with such Receivables.

“Rating Agency” means each of (i) Fitch, Moody’s and S&P or (ii) if any of Fitch, Moody’s or S&P are not making ratings of the Notes publicly available, an internationally recognized rating agency or agencies, as the case may be, selected by the Issuer, which will be substituted for any of Fitch, Moody’s, S&P, as the case may be.

“Rating Category” means (i) with respect to Fitch, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C, R, SD and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories (any of which may include a “1,” “2” or “3”): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, and C (or equivalent successor categories), and (iii) the equivalent of any such categories of Fitch or Moody’s used by another Rating Agency, if applicable.

“Rating Date” means the date which is the earlier of (i) 120 days prior to the occurrence of an event specified in clauses (a), (b) or (c) of the definition of Change of Control and (ii) the date of the first public announcement of the possibility of such event.

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“Rating Decline” means the occurrence of, at any time within the earlier of (i) 90 days after the date of public notice of a Change of Control, or of the Issuer’s intention or the intention of any Person to effect a Change of Control and (ii) the occurrence of the Change in Control (which period shall in either event be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by a Rating Agency), a Rating Agency withdrawal of its rating of the Notes or a decrease in the rating of the Notes by a Rating Agency as follows:

a.if the Notes are not rated Investment Grade by at least two of the three Rating Agencies on the Rating Date, by one or more Gradations; or

b.if the Notes are rated Investment Grade by at least two of the three Rating Agencies on the Rating Date, either (i) by two or more Gradations or (ii) such that the Notes are no longer rated Investment Grade, provided that, when announcing the relevant decision(s) to withdraw or decrease the rating, each such Rating Agency announces publicly or confirms in writing that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of the Change of Control or the Issuer’s announcement of the intention to effect a Change of Control.

“Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

“Receivables Entity” means a Wholly-Owned Subsidiary of the Issuer (or another Person in which the Issuer or any Restricted Subsidiary makes an Investment or to which the Issuer or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Board of Directors or senior management of the Issuer (as provided below) as a Receivables Entity:

a.no portion of the Debt or any other obligations (contingent or otherwise) of which:

(i) is Guaranteed by the Issuer or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings);

(ii) is recourse to or obligates the Issuer or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or

(iii) subjects any property or asset of the Issuer or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, except, in each such case, Permitted Liens as defined in clauses (aa) through (ff) of the definition thereof;

b.with which neither the Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms not materially less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, other than fees payable in the ordinary course of business in connection with servicing Receivables; and

c.to which neither the Issuer nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of

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operating results (other than those related to or incidental to the relevant Qualified Receivables Transaction).

Any such designation by the Board of Directors or senior management of Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the resolution of the Board of Directors of Issuer giving effect to such designation or an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

•“Receivables Fees” means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Receivables Entity in connection with, any Qualified Receivables Transaction.

“Receivables Repurchase Obligation” means any obligation of a seller of Receivables in a Qualified Receivables Transaction to repurchase Receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Redeemable Stock” of any Person means any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is convertible into or exchangeable for Debt or is redeemable at the option of the holder thereof, in whole or in part, at any time prior to the final Stated Maturity of the Notes.

“Regulation S” means Regulation S promulgated under the U.S. Securities Act.

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with the Custodian and registered in the name of Cede & Co., as nominee for DTC, that will be issued in an initial amount equal to the principal amount of the Notes initially resold in reliance on Regulation S.

“Related Business” means (i) any business, services or activities engaged in by the Issuer or any of its Subsidiaries on the Issue Date and (ii) any business, services and activities that are related, complementary, incidental, ancillary or similar to any of the foregoing, or are extensions or developments thereof, including, without limitation, broadband internet, network-related services, cable television, broadcast content, network neutral services, electronic transactional, financial and commercial services related to provision of telephony or internet services.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor of the Trustee) including any managing director, director, vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and, in each case, who shall have direct responsibility for the administration of this Indenture.

“Restricted Cash” means the sum of (i) Restricted MFS Cash and (ii) without duplication, the amount of cash that would be stated as “restricted cash” on the consolidated statement of financial position of the Issuer as of such date in accordance with IFRS.

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“Restricted MFS Cash” means, as of any date of determination, an amount equal to any cash paid in or deposited by or held on behalf of any customer or dealer of, or any other third party in relation to, one or more of the Issuer’s Restricted Subsidiaries engaged in the provision of mobile financial services and designated as “restricted cash” on the consolidated statement of financial position of the Issuer, together with any interest thereon.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

“Revolving Credit Facility” means the $600 million revolving credit facility agreement dated October 15, 2020 entered into by the Issuer and a consortium of banks, including each Initial Purchaser, which may be increased in an additional $300 million, as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part).

“Rule 144” means Rule 144 promulgated under the U.S. Securities Act.

“Rule 144A” means Rule 144A promulgated under the U.S. Securities Act.

“Rule 144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with the Custodian and registered in the name of Cede & Co., as nominee for DTC, that will be issued in an initial amount equal to the principal amount of the Notes initially resold in reliance on Rule 144A.

“Rule 903” means Rule 903 promulgated under the U.S. Securities Act.

“Rule 904” means Rule 904 promulgated under the U.S. Securities Act.

“S&P” means Standard & Poor’s Ratings Services.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Issuer or its Restricted Subsidiary transfers such property to a Person and the Issuer or any of its Restricted Subsidiaries leases it from such Person.

“SEC” means the U.S. Securities and Exchange Commission.

“Senior Secured Debt” means, as of any date of determination, any Debt of (a) the Issuer that is secured by a security interest in any assets of the Issuer or any of its Restricted Subsidiaries and/or (b) any Restricted Subsidiary of the Issuer, other than Debt Incurred pursuant to clauses (5) (to the extent such Guarantee is in respect of Debt otherwise permitted to be secured by a security interest in any assets of the Issuer or any of its Restricted Subsidiaries and/or Incurred by a Restricted Subsidiary of the Issuer, as applicable), (9), (10), (11), (12) and (13) of Section 4.09(b) hereof.

“Significant Subsidiary” means, at the date of determination, any Restricted Subsidiary of the Issuer that (1) for the most recent fiscal year, accounted for more than 10% of Consolidated EBITDA of the Issuer and its Restricted Subsidiaries or (2) as of the end of the most recent fiscal year, was the owner of more than 10% of the consolidated assets of the Issuer and its Restricted Subsidiaries.

“Specified Legal Expenses” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all

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other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).

“Specified Subsidiary Sale” means the sale, transfer or other disposition of all of the Capital Stock, or all of the assets or properties of, (a) any Person, the primary purpose of which is to own Tower Equipment located in any market in which the Issuer or its Restricted Subsidiaries operate; (b) any Person which operates the Issuer’s or any Restricted Subsidiary of the Issuer’s mobile financial services business; (c) Latin America Internet Holding GmbH (or any successor in interest thereto); or (d) Africa Internet Holding GmbH (or any successor in interest thereto).

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Restricted Subsidiary which are reasonably customary in a securitization of Receivables transactions, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” when used with respect to any security or any installment of interest thereon, means the date specified in such security as the fixed date on which the principal of such security or such installment of interest is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subsidiary” of any Person means (i) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.

“Total Assets” means the consolidated total assets of the Issuer and its Restricted Subsidiaries as shown on the Issuer’s most recent consolidated statement of financial position prepared on the basis of IFRS prior to the relevant date of determination calculated to give pro forma effect to any acquisitions (including through mergers or consolidations) and dispositions that have occurred subsequent to such period, including any such acquisitions to be made with the proceeds of Debt giving rise to the need to calculate Total Assets.

“Tower Equipment” means passive infrastructure related to telecommunications services, excluding telecommunications equipment, but including, without limitation, towers (including tower lights and lightning rods), power breakers, deep cycle batteries, generators, voltage regulators, main AC power, rooftop masts, cable ladders, grounding, walls and fences, access roads, shelters, air conditioners and BTS batteries owned by the Issuer or any of its Subsidiaries.

“Treasury Rate” means, as at any redemption date, the yield to maturity as at such redemption date of United States Treasury securities with a constant maturity (as complied and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 27, 2026; provided, however, that if the period from the

27

redemption date to April 27, 2026 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means Citibank, N.A., London Branch, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Subsidiary” means any Subsidiary of the Issuer Designated as such pursuant to Section 4.24.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. Dollars, at any time of determination thereof, the amount of U.S. Dollars obtained by translating such other currency involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the applicable other currency as published in the Financial Times on the date that is two Business Days prior to such determination.

“U.S. Dollars” or “$” means and/or refers to the lawful currency of the United States.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated pursuant thereto.

“U.S. Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated pursuant thereto.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the U.S. Securities Act.

“Voting Stock” of any person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

“Weighted-Average Life to Maturity” means, when applied to any Debt or Preferred Stock at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Debt or liquidation preference of such Preferred Stock, as the case may be, into (b) the total of the product obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or upon mandatory redemption, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“Wholly-Owned Subsidiary” means (1) in respect of any Person, a Person, all of the Capital Stock of which (other than (a) directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law, regulation or to ensure limited liability and (b) in the case of a Receivables Entity, shares held by a Person that is not an Affiliate of the Issuer solely for the purpose of permitting such Person (or such Person’s designee) to vote with respect to customary major events with respect to such Receivables Entity, including without limitation the institution of bankruptcy, insolvency or other similar proceedings, any merger or dissolution, and any change in charter documents or other customary events) is owned by that Person directly or (2) indirectly by a Person that satisfies the requirements of clause (1).

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Section 1.02    Other Definitions

.

Additional Amounts    Section 4.22(a)

Authenticating Agent    Section 2.02

Authentication Order    Section 2.02

Authorized Agent    Section 14.06

Change in Tax Law    Section 3.08(a)

Change of Control Offer    Section 4.15(a)

Covenant Defeasance    Section 8.03

Designation    Section 4.24(a)

Excess Proceeds    Section 4.10(d)

Excess Proceeds Offer    Section 4.10(e)

Indenture    Preamble

Initial Notes    Preamble

Issuer    Preamble

Judgment Currency    Section 14.14

LCT Election    Section 4.21(b)(2)

LCT Test Date    Section 4.21(b)(2)

Legal Defeasance    Section 8.02

Liability    Section 14.16(b)(1)

Notes    Preamble

Offer Amount    Section 3.12(b)

Offer Period    Section 3.12(b)

Paying Agent    Section 2.03

Permitted Debt    Section 4.09(b)

Purchase Date    Section 3.12(b)

Redesignation    Section 4.24(c)

Register    Section 2.03

Registrar    Section 2.03

Relevant Taxing Jurisdiction    Section 4.22(a)

Required Currency    Section 14.14

Resolution Authority    Section 14.16(b)(1)

Suspension Period    Section 4.23(a)(2)

Taxes    Section 4.22(a)

Transfer Agent    Section 2.03

Trustee    Section 8.05

Write-down and Conversion Powers    Section 14.16(b)(1)

Section 1.03    [Reserved]

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Section 1.04    Rules of Construction

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Unless the context otherwise requires:

1.a term has the meaning assigned to it;

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2.an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

3.“or” is not exclusive;

4.words in the singular include the plural, and in the plural include the singular;

5.“will” shall be interpreted to express a command;

6.provisions apply to successive events and transactions;

7.references to sections of or rules under the U.S. Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time;

8.all references to the principal, premium, interest or any other amount payable pursuant to this Indenture shall be deemed also to refer to any Additional Amounts which may be payable hereunder in respect of payments of principal, premium, interest and any other amounts payable pursuant to this Indenture or any undertakings given in addition thereto or in substitution therefor pursuant to this Indenture and express reference to the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made;

9.except as otherwise provided, whenever an amount is denominated in euro, it shall be deemed to include the Euro Equivalent amounts denominated in other currencies, and, whenever an amount is denominated in dollars, it shall be deemed to include the Dollar Equivalent amounts denominated in other currencies;

10.any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person; any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity); and

11.unsecured or unguaranteed Debt shall not be deemed to be subordinate or junior to secured Debt or guaranteed Debt merely by virtue of its nature as unsecured or unguaranteed Debt.

Article 2.The Notes

Section 2.01     Form and Dating

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a.General. The Notes and the Trustee’s or Authenticating Agent’s certificate of authentication will be substantially in the form of Exhibit Ahereto with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage and as provided herein. The Issuer shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note will be dated the date of its authentication. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the

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Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

b.Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the Outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby will be made by the Trustee or the Custodian or the Paying Agent at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

c.144A Global Notes and Regulation S Global Notes. Notes sold within the United States to QIBs pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of a Rule 144A Global Note. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note. The Global Notes shall be deposited with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the “Schedule of Exchanges of Interests in the Global Note” to each such Global Note, as hereinafter provided.

d.Definitive Registered Notes. Definitive Registered Notes issued upon transfer of a Book-Entry Interest or a Definitive Registered Note, or in exchange for a Book-Entry Interest or a Definitive Registered Note, shall be issued in accordance with this Indenture. Notes issued in definitive registered form will be substantially in the form of Exhibit A hereto (excluding the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).

e.Book-Entry Provisions. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by Participants through the Depositary.

f.Denomination. The Notes shall be in denominations of $200,000 and integral multiples of $1,000 above $200,000.

Section 2.02     Execution and Authentication

At least one Officer must sign the Notes for the Issuer by manual, electronic, digital or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual, electronic or digital signature of the authorized signatory of the Trustee or the Authenticating Agent. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such Note to the Trustee for cancellation pursuant to Section 2.11 hereof.

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The Trustee will, upon receipt of a written order of the Issuer signed by an authorized representative (an “Authentication Order”), authenticate or cause the Authenticating Agent to authenticate the Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint one or more authentication agents (each, an “Authenticating Agent”) acceptable to the Issuer to authenticate Notes. Such an agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03    Paying Agent, Registrars and Transfer Agents

The Issuer will maintain one or more paying agents (each, a “Paying Agent”) for the Notes. The Issuer will also maintain one or more transfer agents (each, a “Transfer Agent”). The initial Paying Agent and initial Transfer Agent will be Citibank, N.A., London Branch, who hereby accepts such appointment.

The Issuer will also maintain one or more registrars (each, a “Registrar”) for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market. The Issuer hereby appoints Citigroup Global Markets Europe AG as initial Registrar, who hereby accepts such appointment. The Registrar will maintain a register (the “Register”) reflecting ownership of Definitive Registered Notes Outstanding from time to time and facilitate transfers of Definitive Registered Notes on behalf of the Issuer and will send a copy of the Register to the Issuer on the Issue Date and after any change to the Register made by the Registrar.

Upon written notice to the Trustee, the Issuer may change the Paying Agents, the Registrars or the Transfer Agents without prior notice to the Holders. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will, to the extent and in the manner permitted by such rules, post a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of the Luxembourg Stock Exchange (www.bourse.lu) in accordance with Section 14.01 hereof.

Section 2.04    Paying Agent to Hold Money

The Issuer will require each Paying Agent other than the Trustee and the initial Paying Agent to agree in writing that each Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of (and premium or Additional Amounts, if any) or interest on the Notes, and will notify the Trustee in writing of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) will have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee will serve as Paying Agent for the Notes. The Issuer shall provide funds to the Paying Agent no later than 10:00 a.m. (New York time)

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on the Business Day prior to the day on which the Paying Agent is to make payment. A Paying Agent shall not be obliged to pay the Holders of the Notes (or make any other payment) unless and until such time as it has confirmed receipt of cleared funds sufficient to make the relevant payment.

Section 2.05    Holder Lists

The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee or the Paying Agent is not the Registrar, the Issuer will furnish or cause the Registrar to furnish, to the Trustee and the Paying Agent at least seven Business Days before each interest payment date and at such other times as the Trustee or the Paying Agent may request in writing, a list of the names and addresses of the Holders of Notes in such form and as of such date as the Trustee or the Paying Agent may reasonably require.

Section 2.06    Transfer and Exchange

a.Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to the Custodian or a nominee of such Custodian, by the Custodian or a nominee of such Custodian to the Depositary or to another nominee or Custodian of the Depositary, or by such Custodian or Depositary or any such nominee to a successor Depositary or Custodian or a nominee thereof.

All Global Notes will be exchanged by the Issuer for Definitive Registered Notes:

(1)If the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Issuer within 120 days;

(2)in whole, but not in part, if the Issuer so requests; or

(3)if the owner of a Book-Entry Interest requests such exchange in writing delivered through the Depositary following a Default by the Issuer under this Indenture.

Upon the occurrence of any of the preceding events in clauses (1) through (3) above, the Issuer shall issue or cause to be issued Definitive Registered Notes in such names as the Depositary shall instruct the Trustee.

Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

b.General Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the Global Notes.

The transfer and exchange of Book-Entry Interests shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (copied to the Trustee) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note

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in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable.

In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Registered Note, the Transfer Agent (copied to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a BookEntry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Registered Note in an amount equal to the Book Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Registered Note shall be registered to effect the transfer or exchange referred to above.

In connection with any transfer or exchange of Definitive Registered Notes, the Holder of such Notes shall present or surrender to the Registrar the Definitive Registered Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Registered Note for a Book-Entry Interest, the Transfer Agent (copied to the Trustee) must receive a written order directing the Depositary to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged.

Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Transfer Agent (copied to the Trustee or the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary to reflect such increase or decrease in its systems.

Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the U.S. Securities Act. Transfers and exchanges of BookEntry Interests for Book-Entry Interests also shall require compliance with either subparagraph (b)(1) or (b)(2) below, as applicable, as well as subparagraph (b)(3) below, if applicable:

(1)Transfer of Book-Entry Interests in the Same Global Note. Book-Entry Interests in a Global Note may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in a Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, Book-Entry Interests in the Regulation S Global Notes will be limited to persons that have accounts with DTC, or its Participants including, Euroclear or Clearstream, and any sale or transfer of such interest to U.S. persons shall not be permitted during the Restricted Period unless such resale or transfer is made pursuant to Rule 144A. No written orders or instructions shall be required to be delivered to the Trustee to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Book-Entry Interests in Global Notes. A holder may transfer or exchange a Book-Entry Interest in Global Notes in a transaction not subject to Section 2.06(b)(1) above only if the Trustee and the Registrar or the Transfer Agent (copied to the Trustee) receives either:

A.both:

i.a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures

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directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (ii) instructions given by the Depositary in accordance with the Applicable Procedures containing information regarding the Participant’s account to be credited with such increase; or

A.both:

(a)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

(b)instructions given by the Depositary to the Registrar containing information specifying the identity of the Person in whose name such Definitive Registered Note shall be registered to effect the transfer or exchange referred to in (1) above, the principal amount of such securities and the CUSIP, ISIN, Common Code or other similar number identifying the Notes,

provided that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend.

3.    Transfer of Book-Entry Interests to Another Global Note. A BookEntry Interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in another Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Transfer Agent and the Registrar receives the following:

a.if the transferee will take delivery in the form of a Book-Entry Interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

b.if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

c.Transfer or Exchange of Book-Entry Interests in Global Notes for Definitive Registered Notes. If any holder of a Book-Entry Interest in a Global Note proposes to exchange such Book-Entry Interest for a Definitive Registered Note or to transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Registered Note, then, upon receipt by the Trustee, the Transfer Agent and the Registrar of the following documentation:

1.in the case of a transfer on or before the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the Trustee and the Transfer Agent shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in either item (1) or item (2) thereof;

2.in the case of an exchange by a holder of a Book-Entry Interest in a Global Note of such Book-Entry Interest for a Definitive Registered Note, the Trustee and the Transfer Agent shall have received a certificate from such holder in the form of Exhibit C hereto, including the certifications in items (1) thereof;

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3.in the case of a transfer after the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the transfer complies with Section 2.06(b);

4.in the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note to a QIB in reliance on Rule 144A, the Trustee and the Transfer Agent shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

5.in the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note in reliance on Regulation S, the Trustee and the Transfer Agent shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or

6.in the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note in reliance on Rule 144, the Trustee and the Transfer Agent shall have received a certificate to the effect set forth in Exhibit Bhereto, including the certifications in item (3) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Person designated in the instructions a Definitive Registered Note in the appropriate principal amount. Any Definitive Registered Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such Book-Entry Interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Registrar shall deliver such Definitive Registered Notes to the Persons in whose names such Notes are so registered. Any Definitive Registered Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(c)) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

d.Transfer and Exchange of Definitive Registered Notes for Book-Entry Interests in the Global Notes. If any Holder of a Definitive Registered Note proposes to exchange such Note for a Book-Entry Interest in a Global Note or to transfer such Definitive Registered Notes to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Global Note, then, upon receipt by the Trustee, the Transfer Agent and the Registrar of the following documentation:

1.if the Holder of such Definitive Registered Note proposes to exchange such Note for a Book-Entry Interest in a Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2) thereof;

2.if such Definitive Registered Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

3.if such Definitive Registered Note is being transferred in reliance on Regulation S or Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) or (3) thereof, as applicable;

4.if such Definitive Registered Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof;

and the Trustee will cancel the Definitive Registered Note, and the Trustee will increase or cause to be increased the aggregate principal amount of, in the case of clause (1) above, the appropriate Global Note, in the case of clause (2) above, the appropriate Rule 144A Global Note, in the case of clause (3) above, the appropriate Global Note, and in the case of clause (4) above, the appropriate Global Note.

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e.Transfer and Exchange of Definitive Registered Notes for Definitive Registered Notes.

Definitive Registered Notes may be transferred or exchanged in whole or in part, in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Registered Notes in accordance with this Section 2.06(e). Upon request by a Holder of Definitive Registered Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the Registrar will register the transfer or exchange of Definitive Registered Notes of which registration the Issuer will be informed by the Transfer Agent or the Registrar (as the case may be) upon request. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar the Definitive Registered Notes duly endorsed and accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or the Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder of such Definitive Registered Notes does not transfer the entire principal amount of Notes represented by any such Definitive Registered Note, the Transfer Agent or the Registrar will cancel or cause to be cancelled such Definitive Registered Note and the Issuer (who has been informed of such cancellation) shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Registered Notes in the appropriate principal amounts. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

Any Definitive Registered Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive Registered Note if the Registrar receives the following:

1.if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

2.if the transfer will be made in reliance on Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

f.Legends. The following legends will appear on the face of all Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

1.Private Placement Legend. Each Global Note and each Definitive Registered Note (and all Notes issued in exchange therefor or in substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL

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BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, [IN THE CASE OF RULE 144A NOTES: AT ANY TIME] [IN THE CASE OF REGULATION S NOTES: PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S] ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. [IN THE CASE OF RULE 144A NOTES: THIS LEGEND MAY ONLY BE REMOVED AT THE OPTION OF THE ISSUER.]

BY ACCEPTING THIS NOTE (OR AN INTEREST IN THE NOTES REPRESENTED HEREBY) EACH ACQUIROR AND EACH TRANSFEREE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST HEREIN (1) EITHER (A) IT IS NOT, AND IT IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTES OR ANY INTEREST THEREIN IT WILL NOT BE, AND WILL NOT BE ACTING ON BEHALF OF), AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES

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EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, (“CODE”), APPLIES, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S AND/OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), AND NO PART OF THE ASSETS USED BY IT TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (I) ITS ACQUISITION AND HOLDING OF THE NOTES OR ANY INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER SIMILAR LAWS, AND (II) NEITHER ISSUER NOR ANY OF ITS AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF ANY DEFINITION OF “FIDUCIARY” UNDER SIMILAR LAWS) WITH RESPECT TO THE PURCHASER OR HOLDER IN CONNECTION WITH ANY PURCHASE OR HOLDING OF THE NOTES, OR AS A RESULT OF ANY EXERCISE BY THE ISSUER OR ANY OF ITS AFFILIATES OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND NO ADVICE PROVIDED BY THE ISSUER OR ANY OF ITS AFFILIATES HAS FORMED A PRIMARY BASIS FOR ANY INVESTMENT DECISION BY OR ON BEHALF OF THE PURCHASER OR HOLDER IN CONNECTION WITH THE NOTES AND THE TRANSACTIONS CONTEMPLATED WITH RESPECT TO THE NOTES; AND (2) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN OTHERWISE THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE.”

2.Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE TRANSFERRED OR EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND (3) THIS

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GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.”

g.Cancellation and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note have been exchanged for Definitive Registered Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note will be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any Book-Entry Interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note or for Definitive Registered Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction; and if the Book-Entry Interests is being exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interests in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or the Custodian at the direction of the Trustee to reflect such increase.

h.General Provisions Relating to Transfers and Exchanges.

1.To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee or the Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

2.No service charge will be made by the Issuer or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note or a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10 and 4.15 hereof).

3.No Transfer Agent or Registrar will be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

4.All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.

5.[Reserved].

6.The Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium or Additional Amounts, if any) or interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

7.All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee, the Transfer Agent or the Registrar pursuant to this

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Section 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimile with originals to be delivered promptly thereafter to the Trustee.

Section 2.07    Replacement Notes

.

a.If any mutilated Note is surrendered to the Registrar, the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate or cause the Authenticating Agent to authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for its expenses in replacing a Note, including but not limited to reasonable fees and expenses of counsel.

b.Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08    Outstanding Notes

.

The Notes outstanding at any time are all the Notes authenticated by the Trustee or the Authenticating Agent except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; however, Notes held by the Issuer or any of its Subsidiaries shall not be deemed to be outstanding for the purposes of Section 3.07(b) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If a Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09    Treasury Notes

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In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, will be considered as though not Outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10    Temporary Notes

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.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate or cause the Authenticating Agent to authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee or the Authenticating Agent will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11    Cancellation

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar, each Paying Agent and any Transfer Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, in accordance with its customary procedures, or at the direction of the Trustee, the Registrar or the Paying Agent and no one else will cancel (subject to the Trustee’s retention policy) all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the U.S. Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Issuer following a written request from the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. The Issuer undertakes to promptly inform the Luxembourg Stock Exchange (as long as the Notes are admitted to trading on the Euro MTF Market and listed on the Official List of the Luxembourg Stock Exchange) of any such cancellation.

Section 2.12    Defaulted Interest

If the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer will notify the Trustee as soon as practicable in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than ten (10) days prior to the related payment date for such defaulted interest. At least fifteen (15) days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to the Holders in accordance with Section 14.01 hereof a notice that states the special record date, the related payment date and the amount of such interest to be paid. The Issuer undertakes to promptly inform the Luxembourg Stock Exchange (as long as the Notes are admitted to trading on the Euro MTF Market and listed on the Official List of the Luxembourg Stock Exchange) of any such special record date.

Section 2.13    Further Issues

a.Subject to compliance with Section 4.09 hereof, the Issuer may from time to time issue Additional Notes, which shall have identical terms and conditions as the Initial Notes (save for payment of interest accruing prior to the issue date of such Additional Notes or for the first payment of interest following the issue date of such Additional Notes). The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions, and offers to purchase except as otherwise specified with respect to each series of Notes, provided, however, that any such Additional

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Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes will be issued under a different CUSIP, ISIN, Common Code or other identifying number.

b.Whenever it is proposed to create and issue any Additional Notes, the Issuer shall give to the Trustee not less than three Business Days’ notice in writing of its intention to do so, stating the amount of Additional Notes proposed to be created and issued.

Section 2.14    CUSIP, ISIN or Common Code Number

The Issuer in issuing the Notes may use a “CUSIP”, “ISIN” or “Common Code” number and, if so, such CUSIP, ISIN or Common Code number shall be included in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers.

The Issuer will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or Common Code number.

Section 2.15    Deposit of Moneys

No later than 10:00 a.m. (New York time), on the Business Day prior to each Interest Payment Date, the maturity date of the Notes and each payment date relating to an Excess Proceeds Offer or a Change of Control Offer, and on the Business Day immediately following any acceleration of the Notes pursuant to Section 6.02 hereof, the Issuer shall deposit with the Paying Agent, in immediately available same-day freely transferrable funds, money in U.S. Dollars sufficient to make cash payments, if any, due on such day or date, as the case may be. Subject to actual receipt of such funds as provided by this Section 2.15 by the designated Paying Agent, such Paying Agent shall remit such payment in a timely manner to the Holders on such day or date, as the case may be, to the Persons and in the manner set forth in paragraph 2 of the Notes. The Issuer shall promptly notify the Trustee and the Paying Agent of its failure to so act.

Section 2.16    Agents

a.The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint and several.

b.The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee.

c.The Issuer shall provide the Agents with a certified list of authorized signatories.

d.The Agents shall hold all funds as banker subject to the terms of this Indenture and as a result, such money shall not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money. Each Agent shall not be liable to account for any interest on money paid to it. Money held by the Agent need not be segregated except as required by law.

ARTICLE 3

Redemption and Prepayment

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Section 3.01    Notices to Trustee

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 and 3.08 hereof, it shall deliver to the Trustee in accordance with Section 14.01 hereof, at least 10 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

a.the clause of this Indenture pursuant to which the redemption shall occur;

b.the redemption date and the record date;

c.the principal amount of Notes to be redeemed;

d.the redemption price;

e.beginning and ending pool factor (for Notes represented by a Global Note and subject to a partial redemption); and

f.the CUSIP, ISIN or Common Code numbers of the Notes, as applicable.

Section 3.02    Selection of Notes to Be Redeemedor Purchased.

If fewer than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Paying Agent or Registrar will select the Notes to be redeemed by lot, or if permitted, on a pro rata basis (or, in the case of any Global Notes, on a pro rata pass-through distribution of principal basis in accordance with the procedures of DTC) unless otherwise required by law or applicable stock exchange or depository requirements. None of the Trustee, the Paying Agent or the Registrar shall be liable for any selections made by the Paying Agent or the Registrar in accordance with this Section 3.02.

Notices of purchase or redemption will be given to each Holder pursuant to Sections 3.03 and 14.01 hereof.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. In the case of Definitive Registered Notes, a new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

On or after any purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on Notes or portions thereof tendered for purchase or called for redemption.

Section 3.03    Notice of Redemption

a.At least 10 days but not more than 60 days before a redemption date, the Issuer will mail by first class mail (or deliver by means of publication through DTC) a notice of redemption to each Holder whose Notes are to be redeemed at its address as it appears on the register of the relevant Registrar, except that redemption notices may be mailed, or delivered, more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or the satisfaction and discharge of this Indenture pursuant to Articles 8 or 13 hereof. So long as any Notes are admitted to trading on the Euro MTF Market and listed on the Official List of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, any such notice to the Holders of the relevant Notes shall , to the extent and in the manner permitted by such rules, be posted on the official

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website of the Luxembourg Stock Exchange (www.bourse.lu) and, in connection with any redemption, the Issuer will forthwith notify the Luxembourg Stock Exchange of any change in the principal amount of Notes Outstanding.

b.The notice will identify the Notes to be redeemed and corresponding CUSIP, ISIN or Common Code numbers, as applicable, and will state:

1.the redemption date and the record date;

2.the redemption price and the amount of accrued interest, if any, and Additional Amounts, if any, to be paid;

3.if any Global Note is being redeemed in part, the portion of the principal amount (including the beginning and ending pool factor) of such Global Note to be redeemed and that, after the redemption date, the principal amount thereof will be decreased by the portion thereof redeemed pursuant thereto;

4.if any Definitive Registered Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and that, after the redemption date, upon surrender of such Note, a new Definitive Registered Note or Definitive Registered Notes in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Definitive Registered Note;

5.the name and address of the Paying Agent(s) to which the Notes are to be surrendered for redemption;

6.that Notes called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price, plus accrued and unpaid interest, if any, and Additional Amounts, if any;

7.that, unless the Issuer defaults in making such redemption payment, interest, and Additional Amounts, if any, on Notes called for redemption cease to accrue on and after the redemption date;

8.the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

9.that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers, if any, listed in such notice or printed on the Notes.

c.At the Issuer’s request, the Trustee (or the Paying Agent) will give the notice of redemption in the Issuer’s name and at its expense in accordance with Section 14.01 hereof; provided, however, that the Issuer will have delivered to the Trustee, at least ten days prior to the date the notice is required to be delivered pursuant to clause (a) above, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04    Effect of Notice of Redemption

A notice of redemption may, at the Issuer’s discretion, be subject to satisfaction of one or more conditions precedent. On and after a redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on such Notes or portion of them called for redemption.

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Section 3.01    Deposit of Redemption or Purchase Price

a.No later than 10:00 a.m. (New York time) on the Business Day prior to the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money in U.S. Dollars sufficient to pay the redemption or purchase price of, and accrued interest and Additional Amounts (if any) on, all Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent, as applicable, by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Amounts, if any, on, all Notes to be purchased or redeemed.

b.If the Issuer complies with the provisions of Section 3.05(a) hereof, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a record date for the payment of interest but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with Section 3.05(a) hereof, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06    Notes Redeemed or Purchased in Part

Upon surrender of a Definitive Registered Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee or the Authenticating Agent will authenticate for (and in the name of) the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered; provided that any Definitive Registered Note shall be in a principal amount of $200,000 or an integral multiple of $1,000 above $200,000.

Section 3.07    Optional Redemption

Except pursuant to this Section 3.07 and Section 3.08 hereof, the Notes are not redeemable at the Issuer’s option. The Issuer is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of this Indenture. The Issuer may make any redemption or redemption notice subject to the satisfaction of conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (but no more than 60 days after the date of the notice of redemption) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgement of the Issuer any or all of such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is

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registered at the close of business on such record date and no additional interest will be payable to Holders whose Notes will be subject to redemption.

a.At any time prior to April 27, 2026, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 104.500% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds from one or more Equity Offerings or any sale of Qualified Capital Stock of any Restricted Subsidiary of the Issuer. The Issuer may only do this, however, if:

1.at least 50% of the aggregate principal amount of Notes that were initially issued under this Indenture would remain outstanding immediately after the proposed redemption; and

2.the redemption occurs within 180 days after the closing of such Equity Offering or sale of Qualified Capital Stock.

Any notice for such a redemption may be given prior to completing the Equity Offering or sale of Qualified Capital Stock and be conditioned upon its completion.

b.At any time prior to April 27, 2026, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 104.500% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Available Proceeds from one or more Specified Subsidiary Sales. The Issuer may only do this, however, if:

1.at least 50% of the aggregate principal amount of Notes that were initially issued would remain outstanding immediately after the proposed redemption; and

2.the redemption occurs within 365 days from the later of the date of such Specified Subsidiary Sale or the receipt of such Net Available Proceeds.

c.During each 12 month period commencing on the Issue Date and ending on April 27, 2026, upon not less than 10 nor more than 60 days’ prior notice to the Trustee and the Holders, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (including Additional Notes) at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

d.At any time prior to April 27, 2026, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may also redeem all or part of the Notes (including Additional Notes) at a redemption price equal to 100% of the principal amount thereof plus the Applicable Redemption Premium and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

e.At any time on or after April 27, 2026 and prior to maturity, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may redeem all or part of the Notes. These redemptions will be in amounts of $200,000 or integral multiples of $1,000 in excess

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thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date, if redeemed during the 12- month period commencing on April 27 of the years set forth below:

Year	Redemption Price
2026	102.250%
2027	101.500%
2028	100.750%
2029 and thereafter	100.000%

Section 3.08    Redemption upon changes in withholding taxes

The Issuer may redeem the Notes, in whole but not in part, at its option, at 100% of the outstanding principal amount thereof plus accrued and unpaid interest to the date of redemption and any Additional Amounts (as defined under Section 4.22(a) hereof) payable with respect thereto, if:

a.as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (as defined under Section 4.22(a) hereof) affecting taxation which is publicly announced and becomes effective on or after the Issue Date or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the Issue Date, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture or (ii) any change in, or amendment to, the existing official published position (including any such change or amendment occurring as a result of the introduction of an official position) regarding the application, administration or interpretation of the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (including any such change or amendment occurring as a result of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is publicly announced and, where applicable, becomes effective on or after the Issue Date or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the Issue Date, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (either, a “Change in Tax Law”), the Issuer has or will become obligated to pay Additional Amounts; and

b.such obligation cannot be avoided by the Issuer taking reasonable measures available to it; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or the location of its principal executive office, or the incurrence of material out of pocket costs by it. No such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due.

Prior to the publication or mailing of any notice of redemption of the Notes as described below, the Issuer must deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and (ii) an opinion of legal counsel of recognized standing stating that the Issuer has or will become obligated to pay Additional Amounts due to a Change in Tax Law. The Trustee will accept and shall be entitled to rely on this certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (1) and (2) above, upon which it will be conclusive and binding on the Holders.

Section 3.09    [Reserved]

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Section 3.10    Sinking fund.

The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes .

Section 3.11    [Reserved]

Section 3.12    Offer to Purchase by Application of Excess Proceeds

a.In the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Excess Proceeds Offer”), it will follow the procedures specified in this Section 3.12.

b.Each Excess Proceeds Offer will be made to all Holders and, to the extent applicable, to all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. Each Excess Proceeds Offer will remain open for a period of at least 20 Business Days and not more than 60 Business Days, following its commencement except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Proceeds, in the case of an Excess Proceeds Offer (the “Offer Amount”) to the purchase of the Notes and, if applicable, such other Pari Passu Debt (on a pro rata basis based on the principal amount of the Notes and such other Pari Passu Debt surrendered, if applicable or, if less than the Offer Amount has been tendered, all Notes and, if applicable, other Debt tendered in response to the Excess Proceeds Offer). Payment for any Notes so purchased will be made in the same manner as interest payments are made.

c.If the Purchase Date is on or after a record date for the payment of interest and on or before the related payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer.

d.Upon the commencement of an Excess Proceeds Offer, the Issuer will send, by first class mail, a notice to the Trustee and each of the Holders with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Excess Proceeds Offer. The notice, which will govern the terms of the Excess Proceeds Offer, will state:

1.that the Excess Proceeds Offer is being made pursuant to this Section 3.12 and Section 4.10 hereof and the length of time the Excess Proceeds Offer will remain open;

2.the Offer Amount, the purchase price and the Purchase Date;

3.that any Note not tendered or accepted for payment will continue to accrue interest;

4.that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer will cease to accrue interest after the Purchase Date;

5.that Holders electing to have a Note purchased pursuant to an Excess Proceeds Offer may elect to have Notes purchased in whole or in part in a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof;

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6.that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer through the facilities of the Depositary, to the account of the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

7.that Holders will be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

8.that, if the aggregate principal amount of Notes and other Pari Passu Debt surrendered by holders thereof exceeds the Offer Amount, the Issuer will select the Notes and other Pari Passu Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other Pari Passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuer such that Notes will be purchased in whole or in part in a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof); and

9.that Holders whose Definitive Registered Notes were purchased only in part will be issued new Definitive Registered Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

e.On or before the Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.12. The Issuer or its Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder in the manner specified in the Notes an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase. In connection with any purchase of Global Notes pursuant hereto, the Trustee will endorse such Global Notes to reflect the decrease in principal amount of such Global Note resulting from such purchase. In connection with any partial purchase of Definitive Registered Notes, the Issuer will promptly issue a new Definitive Registered Note, and the Trustee, upon written request from the Issuer, will procure the authentication of and mail or deliver such new Definitive Registered Note to the tendering Holder, in a principal amount equal to any unpurchased portion of the Definitive Registered Note surrendered. Any Note tendered but not accepted will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce and inform the Luxembourg Stock Exchange (for as long as the Notes (if any) are admitted to trading on the Euro MTF Market and listed on the Official List of the Luxembourg Stock Exchange) of the results of the Excess Proceeds Offer on the Purchase Date.

f.Other than as specifically provided in this Section 3.12, any purchase pursuant to this Section 3.12 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof (it being understood that any purchase pursuant to this Section 3.12 shall not be subject to conditions precedent).

Section 3.13    Post-Tender Redemption

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In connection with any tender offer or other offer to purchase for all of the Notes, (including, for the avoidance of doubt, any Change of Control Offer or Excess Proceeds Offer (each as defined herein)), if Holders of not less than 90% of the aggregate principal amount of the then Outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, given not more than 30 days following such tender offer expiration date, to redeem all Notes, that remain Outstanding following such purchase at a price equal to the price paid to each other Holder (excluding any early tender or incentive fee) in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption.

ARTICLE 4

Covenants

Section 4.01    Payment of Notes

The Issuer will pay or cause to be paid the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Amounts, if any, will be considered paid on the date due if the Trustee or the Paying Agent, if other than the Issuer, holds as of 10:00 a.m. (New York time) one Business Day prior to the due date money deposited by the Issuer in immediately available same-day freely transferrable funds and designated for and sufficient to pay all principal, premium, if any, and interest and Additional Amounts, if any, then due. If the Issuer or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.04 hereof.

Principal of, interest, premium, if any, and Additional Amounts, if any, on the Notes will be payable at the specified office or agency of the Paying Agent. All payments on the Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder.

Principal of, interest, premium, if any, and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the specified office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes.

The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts, if any (without regard to any applicable grace period), at the then applicable interest rate on the Notes to the extent lawful.

The Paying Agent shall be entitled to make payments net of any taxes or other sums required by applicable law to be withheld or deducted.

Section 4.02    Maintenance of Office or Agency

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.

The Issuer will maintain the offices and agencies specified in Section 2.03 hereof. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the trust office of the Trustee (the address of which is specified in Section 14.01 hereof).

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in the city of London for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the trust office of the Trustee (the address of which is specified in Section 14.01 hereof) as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03    Provision of financial information

a.The Issuer will furnish to the Trustee:

1.within 120 days after the end of the Issuer’s fiscal year, as applicable, beginning with the fiscal year ended December 31, 2020, annual reports containing: (i) a discussion of the Issuer’s financial results including information similar to “Item 5. Operating and Financial Review and Prospects” in the Issuer's annual report on Form 20-F for the year ended December 31, 2019, which was filed with the SEC on February 28, 2020, incorporated by reference into the Offering Memorandum; (ii) the audited consolidated statement of financial position of the Issuer as at the end of the most recent two fiscal years and audited consolidated income statements and statements of cash flow of Issuer for the most recent three fiscal years, including notes to such financial statements, for and as at the end of such fiscal years and the report of the independent auditors on the financial statements; and (iii) if required under IFRS, a pro forma income statement and a statement of financial position information of the Issuer, together with explanatory footnotes, for any acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause (b) or (c) below); provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case the Issuer will provide, in the case of a material acquisition, acquired company financials to the extent available without unreasonable expense;

2.within 60 days after the end of each of the first three fiscal quarters of the Issuer’s fiscal year, as applicable, beginning with the quarter ended March 31, 2021, quarterly reports containing the following information: (i) the unaudited condensed consolidated statement of financial position of the Issuer as at the end of such quarter and unaudited condensed consolidated income statements and statements of cash flow of each of the Issuer for the most recent quarter and year to date periods ending on the unaudited condensed consolidated statement of financial position date and the comparable prior period (as determined by the IFRS standard on preparation of interim condensed consolidated financial statements) and (ii) a copy of the related operating and financial review included in the

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quarterly earnings release of the Issuer for the applicable fiscal quarter; and within 90 days after the end of each of the first three fiscal quarters of each of the Issuer’s fiscal year, as applicable, if required under IFRS, a pro forma interim condensed consolidated income statement and a statement of financial position of the Issuer, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to which such quarterly report relates; provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case the Issuer will provide, in the case of a material acquisition, acquired company financial statements to the extent available without unreasonable expense, provided that for so long as the Issuer maintains a listing on the Nasdaq Stockholm Exchange, the quarterly reports filed by the Issuer as required by the rules of the Nasdaq Stockholm Exchange shall be deemed to fulfill the requirements of this clause (2); and

3.promptly after the occurrence of any material acquisition, disposition or restructuring of the Issuer and its Subsidiaries taken as a whole, or any changes of the Chief Executive Officer or Chief Financial Officer at the Issuer, or a change in the auditors of the Issuer, or any other material event that the Issuer announces publicly, a press release or report containing a description of such event.

b.At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, constitutes a “significant subsidiary” of the Issuer, as defined in Article 1, Rule 1-02 of Regulation SX, promulgated pursuant to the U.S. Securities Act, then the annual and quarterly financial information required by clauses (a)(1) and (a)(2) of this Section 4.03 shall include either (i) a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer, or (ii) standalone audited or unaudited financial statements, as the case may be, of such Unrestricted Subsidiary or Unrestricted Subsidiaries (as a group or otherwise) together with an unaudited reconciliation to the financial information of the Issuer and its Subsidiaries, which reconciliation shall include the following items: Revenue, Gross profit, Consolidated EBITDA, Net profit (loss), Cash and cash equivalents, Total assets, Total liabilities, Total equity and interest expense.

c.In addition, so long as the Notes remain Outstanding and during any period during which the Issuer is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), the Issuer will furnish to Holders, holders of beneficial owners and prospective purchasers of the Notes upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

d.The Issuer will also make available copies of all reports furnished to the Trustee (i) on the Issuer’s website, and (ii) for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market and to the extent that the rules of the Luxembourg Stock Exchange so require, copies of such reports will be available during normal business hours at the offices of the Paying Agent.

Section 4.04    Compliance Certificate

a.The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations

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under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto.

b.So long as any of the Notes are Outstanding, the Issuer will deliver to the Trustee, forthwith but not later than 30 days upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

Section 4.05     [Reserved].

Section 4.06    Stay, Extension and Usury Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07    [Reserved]

Section 4.08    [Reserved]

Section 4.09    Limitation on Debt.

a.The Issuer may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Issuer and any of its Restricted Subsidiaries may Incur Debt if at the time of such Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, the Net Leverage Ratio is less than 3.0 to 1.0.

b.Notwithstanding the limitation in Section 4.09(a), the following Debt (“Permitted Debt”) may be Incurred:

1.the Incurrence by the Issuer of Debt pursuant to the Notes (other than Additional Notes);

2.any Debt of the Issuer or any of its Restricted Subsidiaries outstanding on the Issue Date after giving effect to the use of proceeds of the Notes;

3.Pari Passu Debt of the Issuer and Debt of its Restricted Subsidiaries under Credit Facilities in an aggregate principal amount at any one time outstanding that does not exceed an amount equal to the greater of (x) $900 million and (y) 8% of Total Assets; and any Permitted Refinancing Debt in respect thereof, plus, (A) any accrual or accretion of interest

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that increases the principal amount of Debt under Credit Facilities and (B) in the case of any refinancing of Debt permitted under this clause (iii) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing;

4.Debt owed by the Issuer to any of its Restricted Subsidiaries or Debt owed by any Restricted Subsidiary of the Issuer to the Issuer or any other Restricted Subsidiary of the Issuer; provided, however, that (A) if the Issuer is the obligor on such Debt and the payee is not the Issuer, such Debt must be unsecured and expressly subordinated (provided, for the avoidance of doubt, that such subordination shall only apply if an Event of Default specified in Section 6.01 (1), (2), (8) or (9) occurs) to the prior payment in full in cash of all obligations then due with respect to the Issuer’s obligations under the Notes, and (B) either (x) the transfer or other disposition by the Issuer or such Restricted Subsidiary of any Debt so permitted to a Person (other than to the Issuer or any of its Restricted Subsidiaries) or (y) such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Issuer, will at the time of such transfer or other disposition, in each case, be deemed to be an Incurrence of such Debt not permitted by this clause (4);

5.the Guarantee by the Issuer or any of its Restricted Subsidiaries of Debt of any of the Issuer’s Restricted Subsidiaries to the extent that the Guaranteed Debt was permitted to be Incurred by another provision of this Section 4.09;

6.Acquired Debt;

7.Minority Shareholder Loans;

8.the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which are used to refund, replace or refinance, Debt Incurred by it pursuant to Section 4.09(a) and clauses (1), (2), (6) and (8) of this Section 4.09(b), as the case may be;

9.Debt of the Issuer or any of its Restricted Subsidiaries represented by letters of credit in order to provide security for workers’ compensation claims, health, disability or other employee benefits, payment obligations in connection with self-insurance or similar requirements of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

10.customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets of the Issuer or any of its Restricted Subsidiaries, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than Guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of each such Incurrence of such Debt will at no time exceed the gross proceeds actually received by the Issuer or any of its Restricted Subsidiaries in connection with the related disposition;

11.obligations in respect of (i) customs, VAT or other tax guarantees, (ii) bid, performance, completion, guarantee, surety and similar bonds, including guarantees or obligations of the Issuer or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations, (iii) customary cash management, cash pooling or netting or setting off arrangements, and (iv) the financing of insurance premiums, in each case in the ordinary course of business and not related to Debt for borrowed money;

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12.Debt of the Issuer or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds; provided that such Debt is extinguished within 30 days of Incurrence;

13.Debt consisting of (a) mortgage financings, Purchase Money Obligations or other financings, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment acquired or constructed in the ordinary course of business or (b) Debt otherwise Incurred to finance the purchase, lease, rental or cost of design, construction, installation or improvement of property (real or personal) or equipment that is used or useful in the ordinary course of business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Debt that refinances, replaces or refunds such Debt, in an aggregate outstanding principal amount that, when taken together with the principal amount of all other Debt Incurred pursuant to this clause (xiii) and then outstanding, will not exceed at any time the greater of $250 million and 3% of Total Assets;

14.Guarantees by the Issuer or any Restricted Subsidiary of Debt or any other obligation or liability of the Issuer or any Restricted Subsidiary (other than of any Debt Incurred in violation of this covenant); provided, however, that if the Debt being Guaranteed is subordinated in right of payment to the Notes, then such Guarantee shall be subordinated substantially to the same extent as the relevant Debt Guaranteed;

15.Debt of the Issuer or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Debt in respect thereof and the principal amount of all other Debt Incurred pursuant to this clause (15) and then outstanding, will not exceed 100% of the cash proceeds (net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements)) received by the Issuer from the issuance or sale (other than to the Issuer or a Restricted Subsidiary) of its Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of the Issuer, in each case, subsequent to the Issue Date (and in each case, other than through the issuance of Disqualified Stock or Preferred Stock);

16.Debt arising under borrowing facilities provided by a special purpose vehicle to the Issuer or any Restricted Subsidiary in connection with the issuance of notes or other similar debt securities intended to be supported primarily by the payment obligations of the Issuer or any Restricted Subsidiary in connection with any vendor financing platform; and

17.the Incurrence by the Issuer or any of its Restricted Subsidiaries of Debt not otherwise permitted to be Incurred pursuant to clauses (1) through (16) above, which, together with any other outstanding Debt Incurred pursuant to this clause (17), has an aggregate principal amount at any time outstanding not in excess of the greater of $300 million and 4% of Total Assets, and any Permitted Refinancing Debt of any debt which on the date it was Incurred was permitted to be Incurred pursuant to this clause (17), plus, in the case of any refinancing of Debt permitted under this clause (17) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing.

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c.The Issuer will not incur any Debt (including Permitted Debt) that is contractually subordinated in right of payment to any other Debt of the Issuer unless such Debt is also contractually subordinated in right of payment to the Notes on substantially identical terms; provided, however, that no Debt will be deemed to be contractually subordinated in right of payment to any other Debt of the Issuer solely by virtue of being unsecured or by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Debt.

d.For the purposes of determining compliance with this Section 4.09, in the event that an item of Debt meets the criteria of more than one of the types of Permitted Debt or is entitled to be Incurred pursuant to clause (a) of this Section 4.09, the Issuer in its sole discretion may classify and from time to time reclassify such item of Debt or any portion thereof and only be required to include the amount of such Debt as one of such types.

e.For the purposes of determining compliance with any covenant in this Indenture or whether an Event of Default has occurred, in each case, where Debt is denominated in a currency other than U.S. Dollars, the amount of such Debt will be the U.S. Dollar Equivalent determined on the date of such Incurrence and any covenant in this Indenture shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values; provided, however, that if any such Debt that is denominated in a different currency is subject to an Interest Rate, Currency or Commodity Price Agreement with respect to U.S. Dollars covering principal and premium, if any, payable on such Debt, the amount of such Debt expressed in U.S. Dollars will be adjusted to take into account the effect of such an agreement.

Section 4.10    Limitation on Asset Dispositions

a.The Issuer may not, and may not permit any of its Restricted Subsidiaries to, make any Asset Disposition in one or more related transactions unless:

1.the consideration the Issuer or such Restricted Subsidiary receives for such Asset Disposition is not less than the Fair Market Value of the assets sold (as determined by the Issuer’s senior management or Board of Directors); and

2.unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the consideration the Issuer or such Restricted Subsidiary receives in respect of such Asset Disposition consists of:

A.cash or Cash Equivalents;

B.the assumption of the Issuer’s or any of its Restricted Subsidiaries’ Debt or other liabilities (other than contingent liabilities or Debt or liabilities that are subordinated to the Notes) or Debt or other liabilities of such Restricted Subsidiary relating to such assets and, in each case, the Issuer or the Restricted Subsidiary, as applicable, is released from all liability on the Debt assumed;

C.any Capital Stock or assets of the kind referred to in clauses (b)(4) or (5) of this Section 4.10;

D.a combination of the consideration specified in clauses (A) through (C) of this clause (2); and

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b.within 365 days of such Asset Disposition, the Net Available Proceeds are applied (at the Issuer or applicable Restricted Subsidiary’s option):

1.to repay, redeem, retire or cancel outstanding Senior Secured Debt:

2.first, to redeem Notes or purchase Notes pursuant to an offer to all Holders at a purchase price equal to at least 100% of the principal amount thereof, plus accrued and unpaid interest and second, to the extent any Net Available Proceeds from such Asset Disposition remain, to any other use as determined by the Issuer or the applicable Restricted Subsidiary that is not otherwise prohibited by this Indenture;

3.to repurchase, prepay, redeem or repay Pari Passu Debt; provided that the Issuer makes an offer to all Holders on a pro rata basis to purchase their Notes in accordance with the provisions set forth below for an Excess Proceeds Offer;

4.to acquire all or substantially all of the assets of, or any Capital Stock of, another Related Business, if, after giving effect to any such acquisition of Capital Stock, the Related Business is or becomes a Restricted Subsidiary of the Issuer;

5.to make a capital expenditure or acquire other assets (other than Capital Stock and cash or Cash Equivalents), rights (contractual or otherwise) and properties, whether tangible or intangible (including ownership interests) that are used or intended for use in connection with a Related Business;

6.to the extent permitted, to redeem Notes as provided under Section 3.07 hereof;

7.enter into a binding commitment to apply the Net Available Proceeds pursuant to clauses (4) or (5) of this clause (b); provided that such binding commitment (or any subsequent binding commitment replacing the initial binding commitment that is entered into within 180 days following the aforementioned 365-day period) shall be treated as a permitted application of the Net Available Proceeds from the date of such commitment until the earlier of (X) the date on which such acquisition or expenditure is consummated and (Y) the 180th day following the expiration of the aforementioned 365-day period; or

8.any combination of the foregoing clauses (1) through (7) of this clause (b).

c.For purposes of Section 4.10(b), any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are promptly converted by the recipient thereof into cash, Cash Equivalents or readily marketable securities (to the extent of the cash, Cash Equivalents or readily marketable securities received in that conversion), shall be deemed cash.

d.The amount of such Net Available Proceeds not so used as set forth in Section 4.10(b) constitutes “Excess Proceeds.” Pending the final application of any such Net Available Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise use such Net Available Proceeds in any manner that is not prohibited by the terms of this Indenture.

e.When the aggregate amount of Excess Proceeds exceeds $75 million, the Issuer will, within 15 Business Days of the end of the applicable period in clause (b) of this Section 4.10, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with Section 3.12 hereof or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a minimum amount of $200,000 and integral multiples of $1,000 in excess

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thereof) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus, in each case, accrued and unpaid interest, if any, to the date of purchase.

f.To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased will be selected by the Issuer on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder as provided or calculated by the Issuer). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

g.If the Issuer is obliged to make an Excess Proceeds Offer, the Issuer will purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part in a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof on a date that is not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act.

h.If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations, including the requirements of any applicable securities exchange on which Notes are then listed. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10 and Section 3.12 hereof, the Issuer will comply with such securities laws and regulations and will not be deemed to have breached its obligations described in this Section 4.10 or Section 3.12 hereof by virtue thereof.

Section 4.11    [Reserved]

Section 4.12    Limitation on Liens securing Debt

a.The Issuer may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur, suffer to exist or become effective any Lien (other than Permitted Liens) to secure any Debt on or with respect to any property or assets now owned or hereafter acquired unless the Notes are equally and ratably secured by such Lien; provided that, if the Debt secured by such Lien is subordinated or junior in right of payment to the Notes, then the Lien securing such Debt shall be subordinated or junior in right of payment to the Lien securing the Notes.

b.Any Lien created for the benefit of the Holders pursuant to this Section 4.12 will provide by its terms that such Lien will be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien to which it relates other than as a consequence of an enforcement action with respect to the assets subject to such initial Lien.

c.For purposes of determining compliance with this Section 4.12, (x) a Lien need not be Incurred solely by reference to one category of Permitted Liens but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens the Issuer shall, in its sole discretion, divide, classify or

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may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this Section 4.12 and the definition of “Permitted Liens”.

d.With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms or in the form of common stock, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference, any fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

Section 4.13    Limitation on lines of business

The Issuer, together with its Restricted Subsidiaries, will not primarily engage in any business other than in a Related Business.

Section 4.14    [Reserved]

Section 4.15    Change of Control

a.Within 60 days of the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an Offer to Purchase all Outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued interest and any Additional Amounts thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (a “Change of Control Offer”).

b.[Reserved].

c.The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (x) another party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (y) a notice of redemption has been given pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Section 4.16    Limitation on Guarantees of the Issuer’s Debt by Subsidiaries

a.The Issuer will not permit any Significant Subsidiary to, directly or indirectly, provide a Guarantee of any of the Issuer’s Debt for which such Significant Subsidiary’s maximum exposure in respect of such Guarantee exceeds $50 million unless such Significant Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture providing for its payment Guarantee of the Notes; provided:

1.if the Issuer’s Debt is pari passu in right of payment to the Notes, such Significant Subsidiary’s Guarantee of the Issuer’s Debt shall rank pari passu in right of payment to its Guarantee of the Notes;

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2.if the Issuer’s Debt is subordinated in right of payment to the Notes, such Significant Subsidiary’s Guarantee of the Issuer’s Debt shall be subordinated in right of payment to its Guarantee of the Notes substantially to the same extent as the Issuer’s Debt is subordinated in right of payment to the Notes;

3.a Significant Subsidiary’s Guarantee of the Notes may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case, the Guarantee of the Notes shall be given on an equal and ratable basis with its Guarantee of the Issuer’s Debt to the extent permitted by applicable law); and

4.for so long as it is not permissible under applicable law for such Significant Subsidiary to provide a Guarantee of the Notes, such Significant Subsidiary need not provide such a Guarantee of the Notes (but, in such a case, the Issuer shall procure that such Significant Subsidiary will use its reasonable best efforts to undertake all whitewash or similar procedures legally available to it to eliminate the relevant legal prohibition, and shall give a Guarantee of the Notes at such time (and to the extent) that it thereafter becomes permissible).

b.Clause (a) of this Section 4.16 shall not apply to (1) the granting by such Significant Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the Guarantee of the Issuer’s Debt, (2) the Guarantee by any Significant Subsidiary of any Permitted Refinancing Debt that refinances Debt of the Issuer which benefitted from a Guarantee by any Significant Subsidiary Incurred in compliance with this covenant immediately prior to such refinancing, or (c) any Guarantee by a Significant Subsidiary existing as of the Issue Date.

c.Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described above shall provide by its terms that such Guarantee shall be automatically and unconditionally released and discharged upon: (x) such Subsidiary ceasing to be a Significant Subsidiary (including as a result of any sale, exchange or transfer, to any Person, of all of the Issuer’s Capital Stock in such Significant Subsidiary) in compliance with this Indenture; or (y) the release by the holders or lenders of the Issuer’s Debt described in the preceding paragraph of their Guarantee by such Significant Subsidiary (including any deemed release upon payment in full of all obligations under such Debt (but not under the relevant Guarantee)), at a time when (I) no other Debt of the Issuer has been Guaranteed by such Significant Subsidiary or (II) the holders of all such other Debt which is Guaranteed by such Significant Subsidiary also release their Guarantee by such Significant Subsidiary (including any deemed release upon payment in full of all obligations under such Debt (but not under the relevant Guarantee)).

Section 4.17    [Reserved]

Section 4.18    Payments for consent

The Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder or beneficial holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms of the provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders and beneficial holders of Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuer and its Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, to exclude Holders and beneficial holders of Notes in any jurisdiction where (i) the solicitation of such consent, waiver or amendment, including in connection with an offer to purchase for cash, or (ii) the

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payment of the consideration therefor would require the Issuer or any of its Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not limited to, the United States federal securities laws and the laws of the European Union or its member states or the United Kingdom), which the Issuer in its sole discretion determines (acting in good faith) (A) would be materially burdensome (it being understood that it would not be materially burdensome to file the consent document(s) used in other jurisdictions, any substantially similar documents or any summary thereof with the securities or financial services authorities in such jurisdiction); or (B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction.

Section 4.19    [Reserved]

Section 4.20    Maintenance of listing

The Issuer will use its commercially reasonable efforts to obtain and maintain the listing of the Notes on the Official List of the Luxembourg Stock Exchange for so long as any Notes remain Outstanding; provided that if the Issuer is unable to obtain admission to listing of the Notes on the Official List of the Luxembourg Stock Exchange or if at any time the Issuer determines that it will not maintain such listing, it will use its commercially reasonable efforts to obtain and maintain a listing of the Notes on another recognized stock exchange.

Section 4.21    Financial Calculations for Limited Condition Transactions

a.In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this paragraph, and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is entered into and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

b.In connection with any action being taken in connection with a Limited Condition Transaction for purposes of:

1.determining compliance with any provision of this Indenture which requires the calculation of any financial ratio or test, including the Net Leverage Ratio; or

2.testing baskets set forth in this Indenture (including baskets measured as a percentage of Total Assets);

in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “LCT Test Date”); provided, however, that the Issuer shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including

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any Incurrence of Debt and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated EBITDA” and “Net Leverage Ratio”, the Issuer or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with.

c.If the Issuer has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets, of the Issuer and its Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability under this Indenture (including with respect to the Incurrence of Debt or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or any Restricted Subsidiary or the Designation of an Unrestricted Subsidiary) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) have been consummated.

Section 4.22    Additional Amounts

a.The Issuer with respect to payments under the Notes agrees that, if any deduction or withholding of any present or future taxes, levies, imposts or charges whatsoever imposed by or for the account of any jurisdiction in which the Issuer is organized, engaged in business or resident for tax purposes, or from or through which payment on the Notes is made by or on behalf of the Issuer (including the jurisdiction of any paying agent) or any political subdivision or taxing authority thereof or therein having the power to tax (each, a “Relevant Taxing Jurisdiction”) and any interest, penalties and other liabilities with respect thereto (collectively, “Taxes”) shall be required to be made, the Issuer will (subject to the limitations described below) pay such additional amounts (“Additional Amounts”) in respect of principal (and premium, if any) and interest as may be necessary in order that the net amounts received pursuant to the Notes after such deduction or withholding (including any withholding or deduction from such Additional Amounts) shall equal the respective amounts of principal (and premium, if any) and interest specified in the Notes that would have been received if such Taxes had not been required to be withheld or deducted; provided, however, that the Issuer shall not be required to make any payment of Additional Amounts for or on account of:

1.any Taxes imposed by or for the account of a Relevant Taxing Jurisdiction which would not be payable but for the fact that the holder or beneficial owner of a Note (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) is a citizen, domiciliary, national or resident of, incorporated in, or engaging in business or maintaining a permanent establishment or being physically present in, such Relevant Taxing Jurisdiction or otherwise having some present or former connection with such Relevant Taxing Jurisdiction other than the holding or ownership of such Note or the receipt of principal of (and premium, if any) and interest on such Note or the exercise of rights under or the enforcement of such Note or this Indenture;

2.any Tax that would not have been imposed but for the presentation of a Note (where presentation is required) for payment on a date more than 30 days after the date on

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which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such Additional Amounts on presenting the same for payment on any day (including the last day) within such 30-day period;

3.[Reserved];

4.any Tax that would not have been imposed but for a failure by the relevant holder or beneficial owner of the Note to comply with any applicable certification, information, identification, documentation or other reporting requirements, whether required by statute, treaty, regulation or administrative practice, of a Relevant Taxing Jurisdiction, if such compliance is legally required as a precondition to relief or exemption from such Tax (including without limitation a certification that such holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); provided, however, that this clause (4) shall not apply if the Issuer shall not have provided the holder of the Note with written notice of the applicable requirement at least 60 days prior to the date that the holder or beneficial owner of the Note is required to comply with such applicable requirement;

5.any estate, inheritance, gift, sale, transfer, personal property or similar taxes;

6.[Reserved];

7.any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes;

8.any Taxes imposed or withheld by reason of the failure of the holder or beneficial owner of the Note to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any law implementing an intergovernmental approach thereto or any agreement entered into pursuant to Section 1471 of the Code; or

9.any combination of clauses (1) through (8) above.

b.In addition, the Issuer shall not have any obligation to pay Additional Amounts to a holder that is a fiduciary or partnership or an entity that is not the sole beneficial owner of the payment of the principal or interest on a Note to the extent that the laws of the Relevant Taxing Jurisdiction require the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the Additional Amounts had it been the holder of such Note.

c.If the Issuer becomes aware that it will be obligated to pay any Additional Amounts with respect to any payment under the Notes, the Issuer will deliver to the Trustee and the Paying Agent on a date that is at least 30 days prior to the date of that payment (unless that obligation to pay Additional Amounts arises less than 45 days prior to that payment date, in which case the Issuer shall notify the Trustee and the Paying Agent promptly thereafter) an Officer’s Certificate stating that the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary.

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d.The Issuer will also make or cause to be made such withholding or deduction of Taxes required by law and will remit the full amount of Taxes so deducted or withheld to the relevant taxing authority in accordance with all applicable laws. The Issuer will use its reasonable efforts to obtain tax receipts from each such tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer will, upon request, make available to the Trustee and the paying agent, as soon as reasonably practicable after the date on which the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or if, notwithstanding the Issuer’s efforts to obtain such receipts, the same are not obtainable, other evidence reasonably available to the Issuer and reasonably satisfactory to the Trustee and the paying agent of such payment by the Issuer. If reasonably requested by the Trustee or the paying agent, the Issuer will provide to the Trustee and the paying agent such information as may be in the possession of the Issuer (and not otherwise in the possession of the Trustee and paying agent) to enable the Trustee and paying agent to determine the amount of withholding taxes attributable to any particular Holder, provided however that in no event shall the Issuer be required to disclose any information that it reasonably deems confidential or is otherwise not legally entitled to disclose.

e.In addition to the foregoing, the Issuer will pay, any present or future stamp, issue, registration, transfer, documentation, court, excise or property taxes imposed in connection with the execution, issue, delivery, registration or enforcement of the Notes or this Indenture.

f.The foregoing provisions will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized, engaged in business or resident for tax purposes or from or through which payment on the Notes is made by or on behalf of such successor Person (including the jurisdiction of any paying agent) or any political subdivision or taxing authority thereof or therein having the power to tax.

g.Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, interest or any other amount payable under any Note, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are or would be payable in respect thereof.

Section 4.23    Suspension of certain covenants when Notes rated investment grade

a.If on any date following the Issue Date (the “Suspension Date”):

1.the Notes are rated Investment Grade by two of three Rating Agencies; and

2.no Default or Event of Default shall have occurred and be continuing on such date, then, the Issuer will notify the Trustee (provided that no such notification shall be a condition for the suspension of the covenants set forth below) and beginning on such Suspension Date and continuing until such time, if any, at which the Notes cease to be rated Investment Grade by either Rating Agency (such period, the “Suspension Period”), the covenants specifically listed under the following sections hereof will no longer be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer:

A.Section 4.10;

B.Section 4.09; and

C.clause (3) of Section 5.01(a).

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b.Such covenants will not, however, be of any effect with regard to the actions of Issuer and its Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(b)(2). Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at zero.

Section 4.24    Limitation on Designation of Unrestricted Subsidiaries

a.The Issuer may designate, after the Issue Date, any Subsidiary of the Issuer (including any newly created or acquired Subsidiary) as an “Unrestricted Subsidiary” (a “Designation”) only if, at the time of or after giving effect to such Designation:

1.no Default or Event of Default shall have occurred and be continuing;

2.the Issuer could Incur US$1.00 of Debt pursuant to Section 4.09(a); and

3.the aggregate Investments (other than Permitted Investments) by the Issuer and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall not exceed the greater of (x) $950 million or (y) 10% of Total Assets at any time outstanding.

b.Neither the Issuer nor any Restricted Subsidiary will at any time:

1.provide credit support for, subject any of its property or assets (other than Liens over the Capital Stock, Debt and other securities of any Unrestricted Subsidiary securing Debt of that Unrestricted Subsidiary and its Subsidiaries) to the satisfaction of, or Guarantee, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt);

2.be directly or indirectly liable for any Debt of any Unrestricted Subsidiary;

3.be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary; or

4.make any Investment (other than a Permitted Investment) in any Unrestricted Subsidiary to the extent such Investment, together with the aggregate Investments in all Unrestricted Subsidiaries then outstanding, exceeds the amount set out in Section 4.24(a)(3).

c.The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such Redesignation if Incurred at such time would have been permitted to be Incurred for all purposes of this Indenture.

d.For purposes of this Section 4.24:

1.“Investments” shall equal the portion (proportionate to the Issuer’s direct or indirect equity interest in a Restricted Subsidiary to be Designated as an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time of the Designation of such Subsidiary as an Unrestricted Subsidiary;

2.The aggregate Investments (other than Permitted Investments) by the Issuer and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall be reduced upon the Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary by an amount equal to

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the lesser of (x) the Issuer’s direct or indirect “Investment” in such Unrestricted Subsidiary at the time of such Redesignation, and (y) the portion (proportionate to the Issuer’s direct or indirect equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Redesignation;

3.any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, as determined in good faith by the Issuer; and

4.the amount of any Investment outstanding at any time shall be reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received by the Issuer or a Restricted Subsidiary in respect of such Investment.

e.The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all Subsidiaries of such Subsidiary as Unrestricted Subsidiaries.

f.All Designations and Redesignations shall be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with this Section 4.24.

Section 4.25    FATCA

a.Mutual Undertaking Regarding Information Reporting and Collection Obligations.Each party shall, within ten (10) business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this paragraph to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.

b.Notice of Possible Withholding Under FATCA. The Issuer shall notify the Paying Agent in the event that it determines that any payment to be made by the Paying Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this paragraph shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.

c.Paying Agent’s Right to Withhold. Notwithstanding any other provision of this Indenture, the Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law. If such a deduction or withholding is required, neither the Paying Agent nor the Trustee will be obligated to pay any Additional Amount to the recipient unless such an Additional Amount is received by the Paying Agent or the Trustee in accordance with this Indenture.

d.For the purposes of this Section 4.25, defined terms used herein shall have the following meanings:

1.“Applicable Law” means any law or regulation including, but not limited to: (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party is

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bound or with which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any customary agreement between any Authority and any party;

2.“Authority” means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction;

3.“Code” means the U.S. Internal Revenue Code of 1986, as amended;

4.“FATCA Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto;

5.“Tax” means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax.

ARTIVLE 5

Successors

Section 5.01    Merger, consolidations and certain sales of assets of the Issuer

a.The Issuer may not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other Person, or (ii) directly or indirectly, convey, transfer, sell, lease or otherwise dispose of all or substantially all of the its assets to any other Person, unless:

1.either (i) the Issuer is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made,

A.shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the Issuer’s obligations under this Indenture and,

B.is organized under the laws of any member state of the European Union, the United Kingdom, Norway, Switzerland, Canada, Jersey, Guernsey, Mauritius, Cayman Islands, British Virgin Islands, any state of the United States of America or the District of Columbia;

2.immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

3.with respect to a consolidation, merger, conveyance, transfer, sale, lease or other disposal of the Issuer, immediately after giving effect to such transaction and treating any Debt which becomes the Issuer’s or any of its Restricted Subsidiaries’ obligation, as applicable, or that of the Person formed by or surviving any such consolidation or merger (if other than the Issuer), as a result of such transaction as having been Incurred at the time of the transaction, (x) the Issuer (including any successor Person) could Incur at least $1.00 of additional Debt pursuant to Section 4.09(a) hereof or (y) the Net Leverage Ratio would not be

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greater than such ratio immediately prior to giving effect to such transaction; provided, however, that this clause (3) will not apply if, in the good faith determination of the Issuer’s Board of Directors the principal purpose of such transaction is to change the Issuer’s jurisdiction of incorporation; and

4.the Issuer delivers to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 5.01.

Section 5.02    Successor Corporation Substituted

Upon any consolidation or merger in which the Issuer is not the continuing corporation or any transfer (excluding any lease) of all or substantially all of the assets of the Issuer, in accordance with Section 5.01 hereof, the successor Person shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as such; provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, premium on, if any and interest, if any, on the Notes except in the case of a sale of all of the Issuer’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6

Defaults and Remedies

Section 6.01    Events of Default

The following will be “Events of Default” under this Indenture:

1.failure to pay principal of, or premium, if any, on, any Note when due (at maturity, upon redemption or otherwise);

2.failure to pay any interest (including Additional Amounts) on any Note when due, which failure continues for 30 days;

3.default in the payment of principal and interest on Notes required to be purchased pursuant to an Offer to Purchase under Sections 4.15 and 4.10 hereof when due and payable;

4.failure to perform or comply with the provisions of Section 5.01 hereof;

5.failure of the Issuer to perform any other of the covenants or agreements under this Indenture or the Notes, which failure continues for 60 days after written notice to the Issuer by the Trustee or Holders of at least 25% in aggregate principal amount of Outstanding Notes;

6.default under the terms of any instrument evidencing or securing Debt for money borrowed by the Issuer or any of its Restricted Subsidiaries, if that default:

A.results in the acceleration of the payment of such Debt prior to its Stated Maturity; or

B.is caused by the failure to pay such Debt at its Stated Maturity after giving effect to the expiration of any applicable grace periods (and other than by

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regularly scheduled required prepayment) and such failure to make any payment has not been waived or the Stated Maturity of such Debt has not been extended,

and, in each case, the outstanding principal amount of any such Debt under which there has been a failure to pay at Stated Maturity thereof or the payment of which has been so accelerated, aggregates $100 million or more;

7.failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;

8.the Issuer or any of its Significant Subsidiaries or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

A.commences a voluntary case;

B.consents to the entry of an order for relief against it in an involuntary case;

C.consents to the appointment of a custodian or administrator of it or for all or substantially all of its property;

D.makes a general assignment for the benefit of its creditors;

E.admits in writing its inability to pay its debts generally as they become due; or

9.a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

A.is for relief against the Issuer, or any Significant Subsidiary or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;

B.appoints a custodian or administrator of the Issuer, or any Significant Subsidiary or group of Significant Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any Significant Subsidiary or group of Significant Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

C.orders the liquidation of the Issuer, or any Significant Subsidiary or group of Significant Subsidiaries that, taken together, would constitute a Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02    Acceleration

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If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof shall occur, the maturity of all Outstanding Notes shall automatically be accelerated and the principal amount of the Notes, together with any premium, accrued interest or Additional Amounts thereon, shall be immediately due and payable. If any other Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% of the aggregate principal amount of the Notes then Outstanding may, by written notice to the Issuer (and to the Trustee if given by Holders), declare the principal amount of the Notes, together with accrued interest thereon, immediately due and payable. The right of the Holders to give such acceleration notice shall terminate if the event giving rise to such right shall have been cured before such right is exercised. Any such declaration may be annulled and rescinded by written notice from the Trustee or the Holders of a majority of the aggregate principal amount of the Notes then Outstanding to the Issuer if all amounts then due with respect to the Notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the Notes are cured.

Section 6.03    Other Remedies

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of (and premium or Additional Amounts, if any) or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04    Waiver of Past Defaults

Subject to certain rights of the Trustee, as provided in this Indenture, the Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of the Notes, may waive any past default under this Indenture, except a default in the payment of principal, premium or interest or a default arising from failure to purchase any Note tendered pursuant to an Offer to Purchase; provided that the Holders of a majority in aggregate principal amount of the then Outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05    Control by Majority

The Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that the Trustee may refuse to follow any direction that conflicts with law, this Indenture or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction or that may involve the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except in a Default or Event of Default relating to the payment of principal of (and premium or Additional Amounts, if any) or interest on the Notes, to the extent such action does not conflict with the provisions of this Indenture or applicable law.

Section 6.06    Limitation on Suits

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Subject to Section 7.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any Holders, unless such Holders have offered to the Trustee indemnity and/or security satisfactory to it. The Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, to the extent such action does not conflict with the provisions of this Indenture or applicable law.

No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or the Notes or for any remedy thereunder, unless:

1.such Holder has previously given to the Trustee written notice of a continuing Event of Default;

2.the Holders of at least 25% in aggregate principal amount of the Outstanding Notes shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee;

3.such Holder or Holders have offered to the Trustee indemnity and/or security satisfactory to it against any loss, liability or expense arising in connection with such proceeding;

4.the Trustee for 60 days after receipt of such notice has failed to institute any such proceeding; and

5.no direction inconsistent with such request shall have been given to the Trustee during such 60 day-period by the Holders of a majority in principal amount of the Outstanding Notes. However, such limitations do not apply to a suit individually instituted by a Holder of a Note for enforcement of payment of the principal of, or interest on, such Note on or after respective due dates expressed in such Note.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee shall have no obligation to ascertain whether the Holder’s actions are unduly prejudicial to other Holders.

Section 6.07    Right of Holders of Notes to Receive Payment

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of (and premium or Additional Amounts, if any) or interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of Holders of not less than 90% in aggregate principal amount of the Notes; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

Section 6.08    Collection Suit by Trustee

Subject to mandatory provisions of Luxembourg insolvency laws, if an Event of Default specified in Section 6.01(1) or Section 6.01(2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium on, if any, interest and Additional Amounts, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, Additional

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Amounts, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09    Trustee May File Proofs of Claim

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer or any other obligor upon the Notes, their creditors or property and shall be entitled and empowered, subject to mandatory provisions of Luxembourg insolvency laws, to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10    Priorities

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First:    to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection and then the Agents for any amounts due;

Second:    to Holders for amounts due and unpaid on the Notes for principal, premium, if any, interest and Additional Amounts, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and Additional Amounts, if any, respectively; and

Third:    to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11    Undertaking for Costs

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made

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by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then Outstanding Notes.

Section 6.12    Restoration of Rights and Remedies

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined in a final judgment adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.13    Rights and Remedies Cumulative

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.14    Delay or Omission Not Waiver

No delay or omission of the Trustee or any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE 7

Trustee

Section 7.01    Duties of Trustee

a.If an Event of Default of which a Responsible Officer of the Trustee has actual knowledge has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

b.Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge:

1.the duties of the Trustee and the Agents will be determined solely by the express provisions of this Indenture and the Trustee and the Agents need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee or the Agents; and

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2.in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

c.The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

1.this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

2.the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

3.the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.02, 6.04 or 6.05 hereof.

d.Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

e.No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

f.The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held by the Paying Agent and in trust by the Trustee need not be segregated from other funds except to the extent required by law.

g.The Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events of Default) unless a Responsible Officer assigned to and working in the Trustee’s corporate trust department has actual knowledge thereof or unless written notice thereof is received by the Trustee (attention: Trust & Securities Services) and such notice clearly references the Notes, the Issuer and this Indenture.

Section 7.02    Rights of Trustee

a.The Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any document (whether in its original, electronic or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

b.Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel, as the case may be. The Trustee may consult with counsel or other professional advisors and the written advice of such counsel, professional advisor or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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c.The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

d.The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture provided that the Trustee’s conduct does not constitute negligence or bad faith.

e.Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

f.The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

g.The Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer and/or its Subsidiaries. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (i) any Event of Default occurring pursuant to Section 6.01(1) or Section 6.01(2) (provided it is acting as Paying Agent); and (ii) any Default or Event of Default of which a Responsible Officer shall have received written notification. Delivery of reports, information and documents to the Trustee under Section 4.03 hereof is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

h.The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes, but may at its sole discretion choose to do so.

i.The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified and/or secured under this Indenture, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and by each agent (including the Agents), custodian and other person employed to act hereunder. Absent willful misconduct or negligence, each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party and no Agent shall be under any fiduciary duty or other obligation towards or have any relationship of agency and trust for or with any person other than the Issuer.

j.In the event the Trustee or any Agent receives conflicting, unclear or equivocal instructions, the Trustee or Agent shall be entitled to not take any action until such instructions have been resolved or clarified to its satisfaction and the Trustee or Agent shall not become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instruction.

k.In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then Outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.

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l.In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by acts of war or terrorism involving the United States, the United Kingdom or any member state of the European Monetary Union or any other national or international calamity or emergency (including natural disasters or acts of God), it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

m.The Trustee is not required to give any bond or surety with respect to the performance or its duties or the exercise of its powers under this Indenture or the Notes.

n.The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.

o.The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.

p.The Trustee shall not under any circumstances be liable for any indirect loss, punitive or special damages or consequential loss (being loss of business, goodwill, opportunity or profit of any kind) of the Issuer or any other Person (or, in each case, any successor thereto), even if advised of it in advance and even if foreseeable.

q.The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer personally or by agent or attorney.

r.The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

s.No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation.

t.The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion (based upon legal advice in the relevant jurisdiction), be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York.

u.The Trustee may retain professional advisors to assist it in performing its duties under this Indenture. The Trustee may consult with such professional advisors or with counsel, and the advice or opinion of such professional advisors or counsel with respect to legal or other matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

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v.The Trustee may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred.

Section 7.03    Individual Rights of Trustee

The Trustee (or its Affiliates) in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04    Trustee’s Disclaimer

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. The Trustee shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05    Notice of Defaults

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default in payment of principal of, premium on, if any, interest or Additional Amounts, if any, on any Note, the Trustee may withhold notice if and for so long as it determines that withholding notice is in the interest of Holders.

Section 7.06    [Reserved]

Section 7.07    Compensation and Indemnity

a.The Issuer will pay to the Trustee and the Agents from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed from time to time between them. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee promptly upon request for all disbursements, advances and expenses properly incurred or made by it in addition to the compensation for its services. Such expenses will include the properly incurred compensation, disbursements and expenses of the Trustee’s agents and counsel.

b.The Issuer will indemnify the Trustee, its officers, directors, employees and agents against any and all documented claims, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any indirect loss, punitive or special damages or consequential loss (being loss of business, goodwill, opportunity or profit of

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any kind) of the Trustee or any other Person (or, in each case, any successor thereto), even if advised of it in advance and even if foreseeable. The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer of its obligations hereunder. In case any such claim shall be brought against the Trustee, the Trustee may elect to defend the claim and shall promptly notify the Issuer of its intent to do so, provided that the Trustee and its counsel shall proceed with diligence and good faith with respect thereto, and the Issuer shall be entitled to participate therein. In the event of any disagreement between the Trustee and the Issuer in relation to the conduct of the claim, other than disagreements concerning the Trustee’s failure to promptly assume the defense and employ counsel, the Trustee’s decision shall be final. The Trustee may have separate counsel and the Issuer shall pay the properly incurred fees and expenses of such counsel. If the Trustee does not assume the defense of such claim, the Issuer may defend the claim, the Trustee shall cooperate in such defense and the Issuer shall not be liable to the Trustee for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Trustee, in connection with the defense thereof unless the immediately following sentence applies. If the interests of the Issuer, on the one hand, and the Trustee, on the other hand, may be adverse, the Trustee may have a single separate counsel and the Issuer will pay the properly incurred fees and expenses of such counsel. The Issuer need not pay for any settlement made without its written consent, which consent will not be unreasonably withheld.

c.The obligations of the Issuer under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

d.To secure the Issuer’s payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, interest or Additional Amounts, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

e.When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

f.The rights, privileges, protections, immunities and benefits to the Trustee in this Article 7, including, without limitation, its rights to be compensated, reimbursed for expenses and indemnified, are extended to, and shall be enforceable by, each Agent.

g.The indemnity contained in this Section 7.07 shall survive the discharge or termination of this Indenture and shall continue for the benefit of the Trustee or an Agent notwithstanding its resignation or retirement.

Section 7.08    Replacement of Trustee

a.A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

b.The Trustee may resign in writing at any time without giving reason and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then Outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

1.the Trustee fails to comply with Section 7.10 hereof;

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2.the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

3.a custodian or public officer takes charge of the Trustee or its property; or

4.the Trustee becomes incapable of acting.

c.If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then Outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

d.If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, (i) the retiring Trustee, the Issuer, or the Holders of at least 10% in aggregate principal amount of the then Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee or (ii) the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office, provided that such appointment shall be with the consent of the Issuer (not to be unreasonably withheld or delayed).

e.If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

f.A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

g.For the purposes of this Section 7.08, the Issuer hereby expressly accepts and confirms, for the purposes of Articles 1278 and 1281 of the Luxembourg Civil Code that, notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of this Indenture or any agreement referred to herein to which the Issuer is a party, any security created or guarantee given under this Indenture shall be preserved for the benefit of the successor trustee (for itself and the secured parties) and, for the avoidance of doubt, for the benefit of each of the secured parties.

Section 7.09    Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.10    Eligibility; Disqualification

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of England and Wales or the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by any England and Wales authority or any federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

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Section 7.11    Agents

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and Issuer. The Trustee or Issuer may remove any Agent at any time by giving thirty (30) days’ prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the Issuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee or may appoint a replacement agent on behalf of the Issuer, provided that such appointment shall be with the consent of the Issuer (not to be unreasonably withheld or delayed), or may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Issuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.07 hereof.

ARTICLE 8

Legal Defeasance and Covenant Defeasance

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance

The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all Outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02    Legal Defeasance and Discharge

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all Outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire Debt represented by the Outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

1.the rights of Holders of Outstanding Notes to receive payments in respect of the principal of, interest (including Additional Amounts) or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

2.the Issuer’s obligations with respect to the Notes under Article 2 and Section 4.02 hereof;

3.the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and

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4.the Legal Defeasance provisions of this Article 8.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03    Covenant Defeasance

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of its obligations under the covenants contained in Sections 4.09, 4.10, 4.12, 4.13, 4.15 hereof and clause (4) of Section 5.01(a) hereof with respect to the Outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “Outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “Outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed Outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(3), (4), (5), (6), (7) and (8) hereof will not constitute Events of Default.

Section 8.04    Conditions to Legal or Covenant Defeasance

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

1.the Issuer must irrevocably deposit with the Trustee (or such other entity designated or appointed (as agent) by it for such purpose), in trust, for the benefit of the Holders of the Notes, cash in U.S. Dollars, non-callable Government Securities, or a combination of cash in U.S. Dollars and non-callable Government Securities, in each case, in amounts as will be sufficient, in the opinion of an internationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any) on the Outstanding Notes on their Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

2.in the case of an election under Section 8.02 hereof, the Issuer must deliver to the Trustee an opinion of U.S. counsel in terms reasonably acceptable to the Trustee confirming that:

A.the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or

B.since the Issue Date, there has been a change in the applicable U.S. federal income tax law,

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in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the beneficial owners of the Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

3.in the case of an election under Section 8.03 hereof, the Issuer must deliver to the Trustee an opinion of U.S. counsel in terms reasonably acceptable to the Trustee confirming that the beneficial owners of the Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

4.the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

5.the Issuer must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, subject to customary assumptions and qualifications, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

Subject to Section 8.06 hereof, all cash in U.S. Dollars and non-callable U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the Outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.

The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or the non-callable U.S. Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any cash in U.S. Dollars or non-callable U.S. Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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Section 8.06    Repayment to Issuer

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer in trust, for the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, interest or Additional Amounts, if any, has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that in the event the Notes are in the form of Definitive Registered Notes, the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be made available to the newswire service of Bloomberg or, if Bloomberg does not operate, any similar agency and, if and so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, to the extent and in the manner permitted by such rules, posted on the official website of the Luxembourg Stock Exchange (www.bourse.lu) or mail to each Holder entitled to such money at such Holder’s address (as set forth in the Register) notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 8.07    Reinstatement

If the Trustee or Paying Agent is unable to apply any U.S. Dollars or non-callable U.S. Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of (and premium or Additional Amounts, if any) or interest on any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

Amendment, Supplement and Waiver

Section 9.01    Without Consent of Holders

Notwithstanding Section 9.02 hereof, the Issuer, the Issuer and the Trustee may, without the consent of the Holders of the Notes, amend, waive or supplement this Indenture or the Notes:

1.to cure any ambiguity, defect or inconsistency;

2.to provide for the assumption of the Issuer’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets pursuant to Article 5 hereof;

3.to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect;

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4.to conform the text of this Indenture, or the Notes to any provision of the “Description of the Notes” section of the offering memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture or the Notes;

5.to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;

6.to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 169(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

7.to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture;

8.to allow the provision of Guarantees with respect to the Notes; or

9.to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under the Indenture of any such Holder in any material respect.

In formulating its opinion on such matters, the Trustee shall be entitled to request and rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer’s Certificate.

Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 14.03 hereof, the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02    With Consent of Holders

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture (including, without limitation Section 3.12, Section 4.10 and Section 4.15 hereof)or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes of such series shall be required.

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Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of Notes, may waive compliance by the Issuer with certain restrictive provisions of this Indenture. Subject to Sections 6.04 and 6.07 hereof the Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of the Notes, may waive any past default under this Indenture, except a default in the payment of principal, premium or interest or a default arising from failure to purchase any Note tendered pursuant to an Offer to Purchase. Modifications and amendments of this Indenture may be made by the Issuer, the Issuer and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes; provided, however, that no such modification or amendment may, without the consent of the Holders of 90% of the aggregate principal amount of then Outstanding Notes affected thereby:

1.change the Stated Maturity or the principal of, or any installment of interest on, any Note;

2.reduce the principal amount of, (or premium) or interest on (or rate thereof), any Note;

3.change the place or currency of payment of principal of (or premium), or interest on, any Note;

4.impair the right to institute suit for the enforcement of any payment on or with respect to any Note;

5.reduce the above stated percentage of Outstanding Notes necessary to modify or amend this Indenture;

6.reduce the percentage of aggregate principal amount of Outstanding Notes necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; or

7.following the mailing of any Offer to Purchase, modify any Offer to Purchase for the Notes required under Sections 4.10 and 4.15 hereof in a manner adverse to the Holders thereof.

For the avoidance of doubt, the provisions of articles 470-1 to 470-19 (included) of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended from time to time, shall not apply in respect of the Notes.

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Section 9.03    Revocation and Effect of Consents

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.04    Notation on or Exchange of Notes

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate or cause the Authenticating Agent to authenticate the new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05    Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10

[Reserved]

ARTICLE 11

[Reserved]

ARTICLE 12

[Reserved]

ARTICLE 13

Satisfaction and Discharge

Section 13.01    Satisfaction and Discharge

a.This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

1.either:

A.all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money

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has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

B.all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollars, non-callable Government Securities, or a combination of cash in U.S. Dollars and non-callable Government Securities, in each case, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;

2.the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

3.the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3) of this Section 13.01(a)).

b.Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to Section 13.01(a)(1)(B), the provisions of Sections Section 13.02 and 8.06 hereof will survive. In addition, nothing in this Section 13.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 13.02    Application of Trust Money

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium on, if any, interest and Additional Amounts, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuer has made any payment of principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Securities held by the Trustee or Paying Agent.

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ARTICLE 14

Miscellaneous

Section 14.01    Notices

Any notice or communication by the Issuer or the Trustee to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer:

Millicom International Cellular S.A.

2, rue du Fort Bourbon

L-1249, Luxembourg Grand Duchy of Luxembourg

Facsimile No.: +352 27 759 901

Attention: Office of the General Counsel

With a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue, New York

NY 10017, United States of America

Facsimile No.: +1-212-701-5077

Attention: John B. Meade

If to the Trustee:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

Attn: Trustee-Agency & Trust

Facsimile: +44 203 060 4796

If to Registrar:

Citigroup Global Markets Europe AG

5th Floor, Reuterweg 16

60323 Frankfurt

Germany

Attn: Citi-Registrar-Agency & Trust

Facsimile: +49 69 2222 9586

If to Paying Agent or Transfer Agent:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

Attn: Paying Agent-Agency & Trust

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Facsimile: +353 1 622 2210/ +353 1 622 2212

Attn: Transfer Agent-Agency & Trust

Facsimile: +353 1 247 6348

The Issuer or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon receipt if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

For so long as the Notes are listed on the Official List of Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market, and the rules of the Luxembourg Stock Exchange so require, notices of the Issuer will be published on the official website of the Luxembourg Stock Exchange (www.bourse.lu). In addition, for so long as any Notes are represented by one or more Global Notes, all notices to Holders will be delivered by or on behalf of the Issuer to DTC.

Notices delivered to DTC will be deemed given on the date when delivered. If a notice or communication is published in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders or delivers a notice or communication to holders of Book-Entry Interests, it will mail a copy to the Trustee and each Agent at the same time.

Section 14.02    [Reserved]

Section 14.03    Certificate and Opinion as to Conditions Precedent

Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee:

1.an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 14.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

2.an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 14.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 14.04    Statements Required in Certificate or Opinion

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

1.a statement that the Person making such certificate or opinion has read such covenant or condition;

2.a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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3.a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

4.a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 14.05    Rules by Trustee and Agents

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.06    Agent for Service; Submission to Jurisdiction; Waiver of Immunities

Each of the parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this Indenture, the Notes or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer has appointed CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, United States of America, as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer.

Section 14.07    No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders

None of the directors, officers, employees, incorporators, members or stockholders, as such, of the Issuer, as such, will have any liability for any of the Issuer’s obligations under the Notes or this Indenture, or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective to waive liabilities under applicable securities laws.

Section 14.08    Governing Law

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE

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APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

For the avoidance of doubt, the provisions of articles 470-1 to 470-19 (included) of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended from time to time, are excluded.

Section 14.09    No Adverse Interpretation of Other Agreements

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.10    Successors

All agreements of the Issuer in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.

Section 14.11Severability

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 14.12Counterpart Originals

The parties may sign manually, electronically or digitally any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Indenture or any Global Note by telecopier, facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.

The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Indenture, the Global Notes and the transactions contemplated hereby (including without limitation assignment and assumptions, amendments, waivers and consents) shall be deemed to include electronic signatures, the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 14.13    Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 14.14    Judgment Currency

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.

Any payment on account of an amount that is payable in U.S. Dollars (the “Required Currency”) which is made to or for the account of any Holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer, shall constitute a discharge of the Issuer’s obligations under this Indenture and the Notes, only to the extent of the amount of the Required Currency with such Holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such Holder or the Trustee, as the case may be, the Issuer shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Indenture or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Section 14.15    Prescription

Claims against the Issuer for the payment of principal or Additional Amounts, if any, on the Notes will be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer for the payment of interest on the Notes will be prescribed five years after the applicable due date for payment of interest.

Section 14.16    Contractual Recognition of Bail-In Powers

a.The Issuer acknowledges and accepts that, notwithstanding any other provision of this Indenture or any other agreement, arrangement or understanding between the parties:

1.any Liability may be subject to the exercise of Write-down and Conversion Powers by the Resolution Authority;

2.The Issuer will be bound by the effect of any application of any Write-down and Conversion Powers in relation to any Liability and in particular (but without limitation) by:

A.any reduction in the principal amount, in full or in part, or outstanding amount due (including any accrued but unpaid interest) due in respect of any Liability; and

B.any conversion of all or part of any Liability into ordinary shares or other instruments of ownership of Citigroup Global Markets Europe AG or any other person; that may result from any exercise of any Write-down and Conversion Powers in relation to any Liability;

3.the terms of this Indenture and the rights of the Issuer hereunder may be varied, to the extent necessary, to give effect to any exercise of any Write-down and Conversion Powers in relation to any Liability and the Issuer will be bound by any such variation; and

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4.ordinary shares or other instruments of ownership of Citigroup Global Markets Europe AG or any other person may be issued to or conferred on the Issuer as a result of any exercise of any Write-down and Conversion Powers in relation to any Liability.

b.Defined terms used in this Section 14.16 have the following meanings:

1.“Liability” means any liability of Citigroup Global Markets Europe AG to the Issuer arising under or in connection with this Indenture;

2.“Resolution Authority” means the German Federal Agency for Financial Markets Stabilization (Bundesanstalt fur Finanzmarktstabilisierung), or any other body which has authority to exercise any Write-down and Conversion Powers;

3.“Write-down and Conversion Powers” means any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in Germany, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms as amended from time to time, including but not limited to the German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz) as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which:

A.any obligation of Citigroup Global Markets Europe AG (or other affiliate of such entity) can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period); and

B.any right in a contract governing an obligation Citigroup Global Markets Europe AG may be deemed to have been exercised.

[Signatures on following page]

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IN WITNESS HEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

MILLICOM INTERNATIONAL CELLULAR S.A., as the Issuer

By:    /s/ Patrick Gill

Name:    Patrick Gill

Title:    Company Secretary

By:    /s/ Bruno Nieuwland

Name:    Bruno Nieuwland

Title:    Chief Administrative Officer & Head of International Finance Project

[Signature Page to Indenture]

CITIBANK, N.A., LONDON BRANCH, as Trustee, Paying Agent and Transfer Agent

By:    /s/ Viola Japaul

Name:    Viola Japaul

Title:    Director

CITIGROUP GLOBAL MARKETS EUROPE AG, as Registrar

By:    /s/ Gabriele Fisch

Name:    Gabriele Fisch

Title:    

By:    /s/ Lothar Schafer

Name:    Lothar Schafer

Title:    

[Signature Page to Indenture]

Exhibit A.

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

MILLICOM INTERNATIONAL CELLULAR S.A.

4.500% Senior Notes due 2031

No. _____    CUSIP:

ISIN:

COMMON CODE:

$ __________

Issue Date: __________

MILLICOM INTERNATIONAL CELLULAR S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 40630, promises to pay to    ______________________ or registered assigns, the principal sum of _____________________________ DOLLARS or such greater or lesser amount as indicated in the schedule of Exchanges of Interests in the Global Note on April 27, 2031.

Interest Payment Dates: April 27 and October 27

Record Dates: Holders of record on each Note in respect of the principal amount thereof outstanding on the Business Day immediately preceding the related Interest Payment Date.

Dated: __________

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IN WITNESS WHEREOF, the parties hereto have caused this Note to be signed manually, electronically, digitally or by facsimile by the duly authorized officers referred to below.

MILLICOM INTERNATIONAL

CELLULAR S.A.

By:

Name:

Title:

By:

Name:

Title:

This is one of the Notes referred to in the within-mentioned Indenture:

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CITIBANK, N.A., LONDON BRANCH

By:

Authorized Signatory:

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[Back of Note]

4.500% Senior Notes due 2031

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

a.INTEREST. MILLICOM INTERNATIONAL CELLULAR S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under the number B 40630 (the “Issuer”), promises to pay or cause to be paid interest on the principal amount of this Note at 4.500% per annum from _______________________ until maturity. The Issuer will pay interest semi-annually in arrears on April 27 and October 27 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each interest period shall end (but not include) the relevant Interest Payment Date.

b.METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes on the Business Day immediately preceding the related Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and Additional Amounts, if any, through the Paying Agents as provided in the Indenture or, at the option of the Issuer, payment of interest and Additional Amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium, if any, and Additional Amounts, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent. In addition, interest on the Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for the Definitive Registered Notes. The Issuer will make all payments in immediately available same-day freely transferable funds and in U.S. Dollars.

c.PAYING AGENT, REGISTRAR AND TRANSFER AGENT. Initially, Citibank, N.A., London Branch will act as Paying Agent and Transfer Agent. Citigroup Global Markets Europe AG will act as Registrar. The Issuer shall maintain a Paying Agent and Transfer Agent. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent.

d.INDENTURE. The Issuer issued the Notes under an Indenture dated as of October 27, 2020 (the “Indenture”) between the Issuer, Citibank, N.A., London Branch, as Trustee, Transfer Agent and Paying Agent, and Citigroup Global Markets Europe AG, as Registrar. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any

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provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

e.OPTIONAL REDEMPTION.

i.Except as detailed below, the Notes are not redeemable at the Issuer’s option. The Issuer is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of the Indenture. The Issuer may make any redemption or redemption notice subject to the satisfaction of conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (but no more than 60 days after the date of the notice of redemption) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgement of the Issuer any or all of such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

ii.If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date and no additional interest will be payable to Holders whose Notes will be subject to redemption.

iii.At any time prior to April 27, 2026, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 104.500% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds from one or more Equity Offerings or any sale of Qualified Capital Stock of any Restricted Subsidiary of the Issuer. The Issuer may only do this, however, if:

1.at least 50% of the aggregate principal amount of Notes that were initially issued under the Indenture would remain outstanding immediately after the proposed redemption; and

2.the redemption occurs within 180 days after the closing of such Equity Offering or sale of Qualified Capital Stock.

    Any notice for such a redemption may be given prior to completing the Equity Offering or sale of Qualified Capital Stock and be conditioned upon its completion.

1.At any time prior to April 27, 2026, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 104.500% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on

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the relevant interest payment date), with the Net Available Proceeds from one or more Specified Subsidiary Sales. The Issuer may only do this, however, if:

3.at least 50% of the aggregate principal amount of Notes that were initially issued would remain outstanding immediately after the proposed redemption; and

4.the redemption occurs within 365 days from the later of the date of such Specified Subsidiary Sale or the receipt of such Net Available Proceeds.

2.During each 12 month period commencing on the Issue Date and ending on April 27, 2026, upon not less than 10 nor more than 60 days’ prior notice to the Trustee and the Holders, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (including Additional Notes) at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

3.At any time prior to April 27, 2026, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may also redeem all or part of the Notes (including Additional Notes) at a redemption price equal to 100% of the principal amount thereof plus the Applicable Redemption Premium and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

4.At any time on or after April 27, 2026, and prior to maturity, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may redeem all or part of the Notes. These redemptions will be in amounts of $200,000 or integral multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date, if redeemed during the 12-month period commencing on April 27 of the years set forth below:

Year	Redemption Price
2026	102.250%
2027	101.500%
2028	100.750%
2029 and thereafter	100.000%

f.REDEMPTION UPON CHANGES IN WITHHOLDING TAXES.

The Issuer may redeem the Notes, in whole but not in part, at its option, at 100% of the outstanding principal amount thereof plus accrued and unpaid interest to the date of redemption and any Additional Amounts (as defined under Section 4.22(a) of the Indenture) payable with respect thereto, if:

5.as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (as defined under Section 4.22(a) of the Indenture) affecting taxation which is publicly announced and becomes effective on or after the date of the Indenture or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the date of the Indenture, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture or (ii) any change in, or amendment to, the existing official published position (including any such change or amendment occurring as a result of the introduction of an official position) regarding the application,

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administration or interpretation of the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (including any such change or amendment occurring as a result of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is publicly announced and, where applicable, becomes effective on or after the date of the Indenture or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the date of the Indenture, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (either, a “Change in Tax Law”), the Issuer has or will become obligated to pay Additional Amounts; and

6.such obligation cannot be avoided by the Issuer taking reasonable measures available to it; provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or the location of its principal executive office, or the incurrence of material out of pocket costs by it. No such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due.

Prior to the publication or mailing of any notice of redemption of the Notes as described below, the Issuer must deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and (ii) an opinion of legal counsel of recognized standing stating that the Issuer has or will become obligated to pay Additional Amounts due to a Change in Tax Law. The Trustee will accept and shall be entitled to rely on this certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (1) and (2) above, upon which it will be conclusive and binding on the Holders.

g.SINKING FUND. The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

h.REPURCHASE AT THE OPTION OF HOLDER.

7.Within 60 days of the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an Offer to Purchase all Outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued interest and any Additional Amounts thereon to the date of purchase.

8.When the aggregate amount of Excess Proceeds exceeds $75 million, the Issuer will, within 15 Business Days of the end of the applicable period in Section 4.10(b), make an Excess Proceeds Offer to all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in Section 3.12 of the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus, in each case, accrued and unpaid interest, if any, to the date of purchase.

i.NOTICE OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Issuer will deliver, pursuant to Section 14.01 of the Indenture, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may

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be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or the satisfaction and discharge of the Indenture.

j.DENOMINATIONS, TRANSFER, EXCHANGE.

[The Global Notes are in registered form without coupons attached. The Global Notes will represent the aggregate principal amount of all the Notes issued and not yet cancelled other than Definitive Registered Notes.]1 [The Definitive Registered Notes are in registered form without coupons attached in denominations of $200,000 and integral multiples of $1,000 above $200,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer shall not be required to register the transfer of any Definitive Registered Notes (A) for a period of 15 days prior to any date fixed for the redemption of the Notes; (B) for a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemed in part; (C) for a period of 15 days prior to the record date with respect to any interest payment date; or (D) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Excess Proceeds Offer.]2

k.PERSONS DEEMED OWNERS. The registered Holder may be treated as the owner of it for all purposes.

l.AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture (including, without limitation, Section 3.12, Section 4.10 and Section 4.15 thereof), and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes of such series shall be required. In certain circumstances, the Indenture or the Notes may be amended or supplemented without the consent of any Holder, including to cure any ambiguity, defect or inconsistency.

m.DEFAULTS AND REMEDIES. Except as set forth in Section 6.02 of the Indenture, if an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% of the aggregate principal amount of the then Outstanding Notes may, by written notice to the Issuer (and to the Trustee if given by the Holders), declare all the Notes to be due and payable immediately. If a bankruptcy or insolvency default with respect to the Issuer occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity and/or security satisfactory to it before it enforces the Indenture or the Notes. Holders of a majority in aggregate principal amount of the then Outstanding Notes may direct the time, method and place of conducting any proceeding for

2Include in any Definitive Registered Note

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exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

n.AUTHENTICATION. This Note will not be valid until authenticated by the manual or electronic signature of the authorized signatory of the Trustee or an authenticating agent.

o.ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

p.CUSIP AND ISIN AND COMMON CODE NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. The Issuer has caused Common Code numbers to be printed on the Notes and the Trustee may use Common Code numbers in notices of redemption as a convenience to Holders. In addition, the Issuer has caused ISIN numbers to be printed on the Notes and the Trustee may use ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of any such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

q.GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

For the avoidance of doubt, the provisions of articles 470-1 to 470-19 (included) of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended from time to time, shall not apply to the Notes.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture or the form of Note. Requests may be made to:

MILLICOM INTERNATIONAL CELLULAR S.A.

2, rue du Fort Bourbon

L-1249 Luxembourg

Grand Duchy of Luxembourg

Facsimile No.: +352 27 759 901

Attention: Office of the General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date: _______________

Your Signature:

(Sign exactly as your name appears on the

face of this Note)

Signature Guarantee*:

* Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

OPTION OF HOLDER TO ELECT PURCHASE*

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below

Section 4.10    Section 4.15

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased (in denominations of $200,000 or integral multiples of $1,000 in excess thereof):

$

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Signature Guarantee*:

* Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive Registered Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of
this Global Note Amount of increase in Principal Amount of
this Global Note Principal Amount of this Global Note following such decrease
(or increase) Signature of authorized officer of Paying Agent, Trustee or Custodian

A-12

A.

[Issuer address block]

[Trustee/Transfer Agent/Registrar address block]

Re:    $500,000,000 4.500% Senior Notes due 2031 of Millicom International Cellular S.A.

Reference is hereby made to the Indenture, dated as of October 27, 2020 (the “Indenture”), between, among others, Millicom International Cellular S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under the number B 40630 (the “Issuer”), Citibank, N.A., London Branch, as Trustee, Transfer Agent and. Paying Agent and Citigroup Global Markets Europe AG, as Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

____________________, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____________________ in such Note[s] or interests (the “Transfer”), to ____________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.    Check if Transferee will take delivery of a Book-Entry Interest in the 144A Global Note or a Definitive Registered Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or the Book-Entry Interest or Definitive Registered Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or the Book-Entry Interest or Definitive Registered Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act in a transaction meeting the requirements of Rule 144A under the U.S. Securities Act and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or the Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Registered Note and in the Indenture and the U.S. Securities Act.

2.    Check if Transferee will take delivery of a Book-Entry Interest in the Regulation S Global Note or a Definitive Registered Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market, (ii) such Transferor does not know that the transaction was prearranged with a buyer in the United States, (iii) no directed selling efforts have been made in connection with the Transfer in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the U.S. Securities Act, (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act and (v) if the proposed transfer is being effected prior to the expiration of a Restricted Period, the transferee is not a U.S.

B-1

Person, as such term is defined pursuant to Regulation S of the Securities Act, and will take delivery only as a Book-Entry Interest so transferred through DTC. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Registered Note and in the Indenture and the U.S. Securities Act.

3.    Check and complete if Transferee will take delivery of a Book-Entry Interest in a Global Note or a Definitive Registered Note pursuant to any provision of the U.S. Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to Book-Entry Interests in Global Notes and Definitive Registered Notes and pursuant to and in accordance with the U.S. Securities Act and any applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

B-2

a.TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)    a Book-Entry Interest in the:

(i)    144A Global Note ([CUSIP][ISIN][COMMON CODE] _________), or

(ii)    Regulation S Global Note ([CUSIP][ISIN][COMMON CODE] _________).

2.    After the Transfer the Transferee will hold:

[CHECK ONE]

(a)    a Book-Entry Interest in the:

(i)    144A Global Note ([CUSIP][ISIN][COMMON CODE] _________), or

(ii)    Regulation S Global Note ([CUSIP][ISIN][COMMON CODE] _________).

in accordance with the terms of the Indenture.

B-3

A.

[Issuer address block]

[Trustee/Transfer Agent/Registrar address block]

Re:    $500,000,000 4.500% Senior Notes due 2031 of Millicom International Cellular S.A.

(CUSIP    ; ISIN; Common Code )

Reference is hereby made to the Indenture, dated as of October 27, 2020 (the “Indenture”), between, among others, Millicom International Cellular S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under the number B 40630 (the “Issuer”), Citibank, N.A., London Branch, as Trustee, Transfer Agent and Paying Agent and Citigroup Global Markets Europe AG, as Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.     Check if Exchange is from Book-Entry Interest in a Global Note for Definitive Registered Notes. In connection with the Exchange of the Owner’s Book-Entry Interest in a Global Note for Definitive Registered Notes in an equal amount, the Owner hereby certifies that such Definitive Registered Notes are being acquired for the Owner’s own account without transfer. The Definitive Registered Notes issued pursuant to the Exchange will bear the Private Placement Legend and will be subject to restrictions on transfer enumerated in the Indenture and the U.S. Securities Act.

2.     Check if Exchange is from Definitive Registered Notes for Book-Entry Interest in a Global Note. In connection with the Exchange of the Owner’s Definitive Registered Notes for Book- Entry Interest in a Global Note in an equal amount, the Owner hereby certifies that such Book-Entry Interest in a Global Note are being acquired for the Owner’s own account without transfer. The Book- Entry Interests transferred in exchange will be subject to restrictions on transfer enumerated in the Indenture and the U.S. Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

C-1

a.TO CERTIFICATE OF EXCHANGE

1.    The Owner owns and proposes to exchange the following:

[CHECK ONE OF (a) OR (b)]

(a)     a Book-Entry Interest held through DTC Account

No. ________ in the:

(i)     D144A Global Note ([CUSIP] [ISIN] ), or

(ii)     Regulation S Global Note ([CUSIP][ISIN] ), or

(b)     a Definitive Registered Note.

2.    After the Exchange the Owner will hold:

[CHECK ONE]

(a)     a Book-Entry Interest held through DTC Account

No. ________ in the:

(i)     D144A Global Note ([CUSIP][ISIN] ), or

(ii)     Regulation S Global Note ([CUSIP][ISIN] ), or

(b)     a Definitive Registered Note.

in accordance with the terms of the Indenture.

C-2

EX-12.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mauricio Ramos, certify that:

1.I have reviewed this annual report on Form 20-F of Millicom International Cellular S.A.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting policies;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:     March 10, 2021

By:	/s/ Mauricio Ramos
	Name: Mauricio Ramos
	Title: President and Chief Executive Officer (Principal Executive Officer)

EX-12.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tim Pennington, certify that:

1.I have reviewed this annual report on Form 20-F of Millicom International Cellular S.A.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting policies;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:     March 10, 2021

By:	/s/ Tim Pennington
	Name: Tim Pennington
	Title: Senior Executive Vice President, Chief Financial Officer (Principal Financial Officer)

EX-13.1

CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Millicom International Cellular, S.A. a company incorporated under the laws of the Grand-Duchy of Luxembourg (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended December 31, 2020 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:         March 10, 2021

By:	/s/ Mauricio Ramos
	Name: Mauricio Ramos
	Title: President and Chief Executive Officer

EX-13.2

CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Millicom International Cellular, S.A. a company incorporated under the laws of the Grand-Duchy of Luxembourg (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended December 31, 2020 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:         March 10, 2021

By:	/s/ Tim Pennington
	Name: Tim Pennington
	Title: Senior Executive Vice President, Chief Financial Officer

EX-15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-234307) pertaining to the Long-Term Incentive Performance Share and Deferred Short-Term Incentive Share Programs of Millicom International Cellular S.A. of our reports dated March 10, 2021, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting of Millicom International Cellular S.A. included in this Annual Report (Form 20-F) for the year ended December 31, 2020.

/s/ Ernst & Young

Société anonyme

Cabinet de révision agréé

Luxembourg

March 10, 2021

EX-15.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-234307) pertaining to the Long-Term Incentive Performance Share and Deferred Short-Term Incentive Share Programs of Millicom International Cellular S.A. of our report dated March 4, 2021, with respect to the financial statements of Comunicaciones Celulares, S.A. included in Millicom International Cellular S.A.’s Annual Report (Form 20-F) for the year ended December 31, 2020.

/s/ Ernst & Young, S.A.

Guatemala City

March 10, 2021

EX-99.1

Comunicaciones Celulares, S.A.

Financial statements

At December 31, 2020 and 2019 and for each of the three years in

the period ended December 31, 2020

With report of independent auditors

Comunicaciones Celulares, S.A.

Financial statements

At December 31, 2020 and 2019 and for the each of the three years in the period

ended December 31, 2020

Content

Report of Independent Auditors1-2

Audited financial statements:

Statements of financial position3

Statements of comprehensive income4

Statements of changes in equity5

Statements of cash flows6-7

Notes to financial statements8-54

Report of Independent Auditors

To the Shareholders and the Board of Directors of

Comunicaciones Celulares, S.A.

We have audited the accompanying financial statements of Comunicaciones Celulares, S.A., which comprise the statements of financial position as of December 31, 2020 and 2019, and the related statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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. 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

To the Shareholders and the Board of Directors of

Comunicaciones Celulares, S.A.

Page 2

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Comunicaciones Celulares, S.A. at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with International Financial Reporting Standards.

As discussed in Note 3 to the financial statements, the Company changed its method of accounting for leases starting on January 1, 2019 due to the adoption of IFRS 16 “Leases”.

/s/ Ernst & Young, S.A.

Guatemala City,

March 4, 2021

A-027-2021

Comunicaciones Celulares, S.A.

Statements of financial position

As at December 31, 2020 and 2019

(Expressed in thousands of Quetzals)

	Notes		2020		2019 (1)
Assets
Current assets
Cash	6	Q	1,069,602	Q	1,126,999
Accounts receivable, net	7		268,652		212,600
Accounts receivable from related parties	8		2,914,891		2,721,366
Contract assets, net	7		450,476		497,100
Other assets	9		15,248		13,244
Other financial assets			175,247		164,483
Total current assets			4,894,116		4,735,792
Non-current assets
Property, plant and equipment, net	10		2,700,606		2,861,052
Intangible assets, net	11		1,488,720		897,835
Accounts receivable from related parties	8		1,765,463		3,986,797
Contract costs			16,726		18,766
Other non-current financial assets			6,939		6,825
Right-of-use assets	12		1,163,620		1,310,914
Total assets		Q	12,036,190	Q	13,817,981
Liabilities and equity
Current liabilities
Accounts payable	14	Q	346,628	Q	473,402
Accounts payable to related parties	8		3,169,181		379,511
Income tax payable	19		97,642		48,394
Accrued interest	13		9,103		180,324
Contract liabilities	16		232,740		216,449
Other accounts payable	15		159,986		47,507
Loans and lease liabilities	13		146,915		128,925
Total current liabilities			4,162,195		1,474,512
Non-current liabilities
Loans and lease liabilities	13		3,041,594		7,462,135
Provisions	17		294,352		279,190
Deferred income tax	19		18,590		20,055
Totalliabilities			7,516,731		9,235,892
Equity
Issued capital	18.1		25,000		25,000
Retained earnings			2,467,001		2,668,584
Legal reserve	18.2		1,996,419		1,858,270
Other components of equity	18.4		31,039		30,235
Totalequity			4,519,459		4,582,089
Totalliabilitiesandequity		Q	12,036,190	Q	13,817,981

The accompanying notes are integral part of the financial statements.

3

Comunicaciones Celulares, S.A.

Statements of comprehensive income

For the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

(1)The Company adopted IFRS 16 effective January 1, 2019, using the modified retrospective approach. Prior periods have not been restated.

The accompanying notes are integral part of the financial statements.

4

Comunicaciones Celulares, S.A.

Statements of comprehensive income

For the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Notes		2020		2019 (1)		2018 (2
Airtime		Q	7,183,735	Q	7,023,895	Q	6,740,527
Handsets and accessories			559,759		698,679		585,035
Advertisement			7,318		8,639		-
Subscriptions			92		576		2,755
Other income			220,477		201,717		177,736
Revenue from contracts with customers			7,971,381		7,933,506		7,506,053
Cost of sales	20		(1,221,159)		(1,373,306)		(1,131,334)
Gross profit			6,750,222		6,560,200		6,374,719
Operating expenses	21		(2,876,889)		(2,807,646)		(2,833,064)
Other expenses	22		(27,563)		(20,066)		(44,244)
Operating profit			3,845,770		3,732,488		3,497,411
Financial income	23.1		154,896		268,293		473,006
Financial expenses	23.2		(829,244)		(715,553)		(906,141)
Profit before income tax			3,171,422		3,285,228		3,064,276
Income tax expense	19		(586,982)		(535,355)		(508,676)
Net profit for the year			2,584,440		2,749,873		2,555,600
Other comprehensive income			-		-		-
Profit for the year		Q	2,584,440	Q	2,749,873	Q	2,555,600

(1)The Company adopted IFRS 16 effective January 1, 2019, using the modified retrospective approach. Prior periods have not been restated.

The accompanying notes are integral part of the financial statements.

5

Comunicaciones Celulares, S.A.

Statements of changes in equity

For the years ended December 31, 2020 2019 and 2018

(Expressed in thousands of Quetzals)

	Notes		Issued capital		Retained earnings		Legal reserve		Other components of equity		Total equity
At January 1, 2018	18	Q	25,000	Q	2,319,325	Q	1,478,066	Q	25,714	Q	3,848,105
Transfer to legal reserve	18		-		(120,983)		120,983		-		-
Share-based incentive plan	18		-		-		-		3,552		3,552
Dividends	18		-		(2,298,671)		-		-		(2,298,671)
Profit for the period			-		2,555,600		-		-		2,555,600
At January 1, 2019, (1)			25,000		2,455,271		1,599,049		29,266		4,108,586
Transfer to legal reserve	18		-		(259,221)		259,221		-		-
Share-based incentive plan	18		-		-		-		969		969
Dividends	18		-		(2,277,339)		-		-		(2,277,339)
Profit for the period			-		2,749,873		-		-		2,749,873
At December 31, 2019			25,000		2,668,584		1,858,270		30,235		4,582,089
Transfer to legal reserve	18		-		(138,149)		138,149		-		-
Share-based incentive plan	18		-		-		-		804		804
Dividends	18		-		(2,647,874)		-		-		(2,647,874)
Profit for the period			-		2,584,440		-		-		2,584,440
At December 31, 2020		Q	25,000	Q	2,467,001	Q	1,996,419	Q	31,039	Q	4,519,459

(1)The Company adopted IFRS 16 effective January 1, 2019, using the modified retrospective approach. Prior periods have not been restated.

The accompanying notes are integral part of the financial statements.

5

Comunicaciones Celulares, S.A.

Statements of cash flows

For the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Notes		2020		2019 (1)		2018
Operating activities
Profit before income tax		Q	3,171,422	Q	3,285,228	Q	3,064,276
Adjustments to reconcile profit before income tax to net cash flows from operating activities:
Net loss from disposal of property, plant and equipment	22		17,764		19,747		43,932
Depreciation and amortization	21		1,054,764		991,047		1,011,006
Net unrealized exchange differences	23.1 23.2		53,974		44,109		168,254
Contract assets impairment	20		63,507		55,049		-
Estimate of expected credit losses	20		66,534		68,835		44,179
Share-based incentive plans	21		804		969		3,552
Deferred revenue	16		(4,984,016)		(3,988,821)		(3,832,050)
Interest	23.2		647,729		461,584		443,237
Accrued interest on asset retirement obligations	17		-		-		1,949
Net changes assets and liabilities
(Increase) decrease in:
Accounts receivable and contract assets			(186,180)		(128,136)		65,330
Accounts receivable from related parties			(66,719)		(72,970)		12,059
Inventories			-		5,438		543
Other assets			46,915		40,470		(8,270)
Other financial assets			(10,872)		(27,956)		(12,264)
(Decrease) increase in:
Accounts payable			44,228		93,823		(1,369)
Accounts payable to related parties			12,091		82,846		(32,038)
Other accounts payable			151,098		(39,832)		(12,926)
			83,043		891,430		959,400
Deferred revenue	16		4,997,836		4,023,745		3,761,534
Income tax paid	19		(539,199)		(527,122)		(510,991)
Net cash flows provided by operating activities			4,541,680		4,388,053		4,209,943
Investing activities
Loans granted to related parties	8		(1,056,680)		(2,992,876)		(3,480,866)
Loan repayments from related parties	8		676,302		164,779		377,169
Purchase of property, plant and equipment	10		(657,810)		(734,434)		(559,421)
Purchase of intangible assets	11		(846,198)		(399,719)		(163,995)
Cash received for the sale of assets	22		1,221		760		2,393
Net cash flows used in investing activities			(1,883,165)		(3,961,490)		(3,824,720)

5

Comunicaciones Celulares, S.A.

Statements of cash flows

For the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Notes		2020		2019 (1)		2018 (2)
Financing activities
Income tax withheld on dividends paid	18.3		(132,394)		(113,867)		(114,934)
Payment of dividends	18.3		(31,057)		-		(270,231)
Loan repayments to related parties	8		(88,564)		(7,065)		(99,045)
Loans granted by related parties	8		2,872,974		80,082		50,624
Repayment of leases			(153,273)		(150,565)		-
Payment of bank loans	13		(6,228,816)		-		-
Obtaining of bank financing	13		1,767,500		-		-
Interest paid			(722,282)		(436,339)		(423,808)
Net cash flows used in financing activities			(2,715,912)		(627,754)		(857,394)
Net decrease in cash			(57,397)		(201,191)		(472,171)
Cash at January 1			1,126,999		1,328,190		1,800,361
Cash at December 31	6	Q	1,069,602	Q	1,126,999	Q	1,328,190

Transactions not requiring cash
Capitalization of asset retirement obligation cost	10	Q	180	Q	252	Q	374
Right of use assets - additions			(29,613)		(29,333)		-
Dividends offset with accounts receivable from related parties	18.3		2,484,423		2,163,472		1,913,506
		Q	2,454,990	Q	2,134,391	Q	1,913,880

(1)The Company adopted IFRS 16 effective January 1, 2019, using the modified retrospective approach. Prior periods have not been restated.

6

Comunicaciones Celulares, S.A.

Statements of cash flows

For the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

1.Corporate information

Comunicaciones Celulares, S.A. (the “Company” or “Comcel”) was incorporated under the laws of Guatemala on November 9, 1989, for an indefinite period in accordance with deed No. 72. The Company’s main business is the provision of telecommunication services, purchase, sale and distribution of cellular devices and airtime under the brand Tigo.

The Company’s offices are located in Km. 9.5 Carretera a El Salvador, building Plaza Tigo, Santa Catarina Pinula, Guatemala.

The Company is jointly controlled by Millicom International II NV, entity located in Luxembourg, and Miffin Associates Corp., entity located in Panama.

The financial statements of the Company for the year ended December 31, 2020, were authorized for issue by Management on March 4, 2021. These financial statements will be submitted for final approval to the Company’s shareholders’ board. Management expects them to be approved without amendments.

2.Basis of preparation

2.1    Statement of compliance

The financial statements of Comunicaciones Celulares, S.A. at December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

2.2    Basis of preparation and presentation currency

At December 31, 2020 and 2019, the financial statements have been prepared on an historical cost basis.

The financial statements are presented in thousands of Quetzals and all values are rounded to the nearest thousands, except when otherwise noted.

2.3    COVID-19 - Qualitative and quantitative assessment on business activities, financial situation and economic performance

On March 11, 2020, the World Health Organization declared the coronavirus outbreak a pandemic. Most countries globally, including Guatemala, reacted by implementing severe restrictions on travel and public gatherings, including the closing of offices, businesses, schools, retail stores and other public venues, and by instituting curfews or quarantines. These restrictions, as well as the dangers posed by the virus, produced a significant reduction in mobility and a severe disruption in global economic activity, the effect of which was felt in our market beginning in mid-March 2020.

Impact on our markets and business

The government in Guatemala implemented restrictions beginning in mid-March, and these were generally maintained throughout the second and third quarters of 2020. As a result, many of our stores and distribution channels were forced to close temporarily and they reopened gradually. Our market experienced reductions in mobility during this period, and these disruptions impacted our service ability, however, after the third quarter, product sales and services, has recovered.

Impact of the crisis on accounting matters

7

Comunicaciones Celulares, S.A.

Statements of cash flows

For the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

As a consequence of this crisis, the Company had identified potential significant accounting implications in the following areas:

Impairment of long-lived assets

The Company noted a slight reduction in economic activity in the environment in which it operates, however, no impairment indicators were identified. In addition, during the last quarter of 2020 the operation showed performance indicators higher than those predicted thus confirming that impairment adjustments were not needed.

Impairment of trade receivables

During the second quarter of 2020, and as a result of worsening collections, the Company recognized additional bad debt provisions for an amount of Q8.2 million compared to the level of provisions recorded in the first quarter of 2020 (pre-pandemic level). However, collections have significantly improved during the last quarter of 2020 and the estimated credit losses levels have returned to their pre-pandemic level. As of December 31, 2020, the total estimated credit losses provisions cover 100% of the receivable overdue by more than 90 days.

Revenue recognition

Revenue recognition has not been significantly impacted and it is aligned with the accounting standards. Revenue recognized in the financial statements corresponds to services provided to customers and for which the collection is certain, as per guidance established by IFRS 15.13.

3.Changes in accounting policies

The accounting policies adopted by the Company for the preparation of its financial statements as of December 31, 2020 are consistent with those that were used for the preparation of its financial statements as of December 31, 2019.

New or amended standards that became applicable for the current reporting period did not have any significant impact on the Company’s accounting policies, disclosures and did not require retrospective adjustments.

Revisions to the Conceptual Framework for Financial Reporting issued on March 29, 2018

The Conceptual Framework is not a standard, and none of the concepts override those in any standard or any requirements in any standard. The purpose of the Conceptual Framework is to assist the IASB in developing standards, to help preparers develop consistent accounting policies where there is no applicable standard in place and to assist all parties to understand and interpret the standards. This will affect those entities which developed their accounting policies based on the Conceptual Framework. The revised Conceptual Framework includes some new concepts, updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. These amendments had no impact on the financial statements as of December 31, 2020.

Adoption of IFRS 16, “Leases” as of January 1, 2019

IFRS 16 “Leases” was effective for periods starting on January 1, 2019 and was adopted by the Company as of that date using the modified retrospective approach with the cumulative effect of applying the new standard recognized in retained profits as of January 1, 2019. Comparative financial statements for 2018 were not restated.

8

Comunicaciones Celulares, S.A.

Statements of cash flows

For the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

On adoption, an additional lease liability of Q1,434 million and a right of use asset of Q1,448 million were recognized. The application of this standard also affects depreciation expenses in the Company, operating and financial expenses, debt and other financing and leverage ratios. The application of the new standard in 2019 resulted in a decrease in operating expenses by Q49.5 million and an increase in financial expenses by Q113 million as compared to what the Company’s results would have been if the Company had continued to follow IAS 17 in the year ended December 31, 2019. The change in presentation of operating lease expenses results in a corresponding increase in cash flows derived from operating activities and a decline in cash flows from financing activities.

9

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

a)Adjustments recognized on adoption of IFRS 16

On adoption of IFRS 16, the Company recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2019. The right-of-use asset was measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to those leases recognized in the statement of financial position immediately before the date of initial application. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on January 1, 2019 was 8.47%. Each lease commitment was individually discounted using a specific incremental borrowing rate, following a build-up approach including: risk-free rates, industry risk, country risk, credit risk at cash generating unit level, currency risk and commitment’s maturity.

For leases previously classified as finance leases the Company recognized the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right-of-use asset and the lease liability at the date of initial application. The measurement principles of IFRS 16 are only applied after that date.

Operating lease commitments disclosed as at December 31, 2018	Q	2,138,065
(+) Non-lease components obligations		506
(-) Forecast of indexation included in the lease commitments not part of the IFRS 16 opening balances		(158,404)
(+) Other		11,488
Gross lease liabilities		1,991,655
Discounted using the lessee's incremental borrowing rate at the date of the initial application		(562,963)
Incremental lease liabilities recognized at January 1, 2019		1,428,692
(Plus): Finance lease liabilities recognized at December 31, 2018		5,395
Lease liabilities recognized at January 1, 2019	Q	1,434,087
Of which are:
Current lease liabilities	Q	123,098
Non-current lease liabilities		1,310,989
Total lease liabilities	Q	1,434,087

The application of IFRS 16 affected the following items in the statement of financial position on January 1, 2019:

10

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

Financial position		As at January 1, 2019 before application		Effect of adoption of IFRS 16		As at January 1, 2019 after application	Ref.
Assets
Property, plant & equipment, net	Q	3,047,834	Q	(5,868)	Q	3,041,966	(i)
Right-of-use assets (non-current)		-		1,447,990		1,447,990	(ii)
Other assets		34,559		(19,298)		15,261	(iii)
Liabilities
Lease liabilities (non-current)		-		1,310,989		1,310,989	(iv)
Lease liabilities (current)		-		123,098		123,098	(iv)
Other accounts payable	Q	42,728	Q	(5,395)	Q	37,333	(v)

(i)Transfer of previously capitalized assets under finance leases to right-of-use assets.

(ii)Initial recognition of right-of-use assets, transfer of previously recognized finance leases and of lease prepayments being part of the right-of-use assets’ costs at transition.

(iii)Transfer of lease prepayments being part of the right-of-use assets’ costs at transition.

(iv)Initial recognition of lease liabilities and transfer of previously recognized finance lease liabilities.

(v)Transfer of previously recognized finance lease liabilities to new lease liabilities accounts.

The application of IFRS 16 also impacted the classifications within the statement of cash flows for the period starting January 1, 2019. Its application had nevertheless no significant impact on the Company's retained earnings.

In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:

•The use of a single discount rate to a portfolio of leases with reasonably similar characteristics,

•Reliance on previous assessments on whether leases are onerous,

•The accounting for operating leases with a remaining lease term of less than 12 months as at January 1, 2019 as short-term leases,

•The exclusion of initial direct costs for the measurement of right-of-use assets at the date of

initial application, and

•The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Company has also elected not to reassess whether a contract is or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Company relied on its assessment made when applying IAS 17 and IFRIC 4 Determining whether an Arrangement contains a Lease.

b) Leases’ accounting policy applied from January 1, 2019 are as follows:

The Company leases various lands, sites, towers, offices, warehouses, retail stores, equipment and cars. Rental contracts are typically made for fixed periods but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

11

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

Through December 31, 2018, leases of property, plant and equipment were classified as either finance or operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged to the statement of income on a straight-line basis over the period of the lease.

From January 1, 2019, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or 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 right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

•Fixed payments (including in-substance fixed payments), less any lease incentives receivable,

•Variable lease payment that are based on an index or a rate,

•Amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

•Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The incremental borrowing rate applied can have a significant impact on the net present value of the lease liability recognized under IFRS 16.

Right-of-use assets are measured at cost comprising the following:

•The amount of the initial measurement of lease liability,

•Any lease payments made at or before the commencement date less any lease incentives received,

•Any initial direct costs, and

•Restoration costs.

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the statement of comprehensive income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.

Furthermore, the Company has taken the additional following decisions in adopting the standard:

•Non-lease components are capitalized (IFRS16.15)

•Intangible assets are out of IFRS 16 scope (IFRS16.4)

According to the IFRS 16, lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both: (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate if the lessee is reasonably certain not to exercise that option. The

12

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

assessment of such options is performed at the commencement of a lease. As part of the assessment, the Company introduced the 'time horizon concept': the reasonable term under which the Company expects to use a leased asset considering economic incentives, management decisions, business plans and the fast-paced industry in which the Company operates in. The assessment must be focused on the economic incentives for Company to exercise (or not) an option to early terminate/extend a contract. The Company has decided to work on the basis the lessor will generally accept a renewal/not early terminate a contract, as there is an economic incentive to maintain the contractual relationship.

4.Summary of significant accounting policies

The following are the most significant accounting policies adopted by the Company in the preparation of its financial statements:

4.1    Functional currency and transactions in foreign currency

4.1.1    Foreign currency

The functional currency of the Company is the Quetzal. The Company records its transactions in foreign currency, any currency other than the functional currency, at the current exchange rate at the date of each transaction. When determining the financial position and the results of its operations, the Company values and adjusts its monetary assets and liabilities stated in foreign currency at the current exchange rate at the date of the statement of financial position. The

exchange differences resulting from the application of these procedures are recognized in the results of the year in which they occur.

4.1.2    Current versus non-current classification

The Company presents the statement of financial position based on current and non-current classification.

An asset is classified as current when the Company expects to realize the asset, or has the intention of selling or consuming such asset, during its normal operating cycle; it is held primarily for the purpose of trading; expects to realize the asset within twelve months after the reporting date; or the asset is cash or cash equivalent, except if it is restricted and it cannot be used to cancel a liability during the following twelve months after the reporting date. The Company classifies the rest of its assets as non-current assets.

A liability is classified as current when the Company expects to settle the liability in its normal operating cycle; it is maintained for the purposes of trading; it must be settled within twelve months after the reporting date; or when the Company has not an unconditional right to defer the settlement of the liability for at least twelve months after the reporting date. The Company classifies the rest of its liabilities as non-current liabilities.

Assets and liabilities related to deferred income taxes are classified by the Company as non-current assets and liabilities, in all cases.

4.2    Cash

The Company holds cash in bank accounts and does not hold any cash equivalents at December 31, 2020 or 2019. For the purposes of the statements of cash flows, cash is presented by the Company net of bank overdrafts, if any.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

4.3    Financial instruments

The valuation of the financial instruments of the Company is determined through the amortized cost or fair value, as defined below:

Fair value - The fair value of a financial instrument that is negotiated in an organized financial market is determined by reference to prices quoted in this financial market for negotiations completed at the date of the statement of financial position. For those financial instruments for which there is no active financial market, the fair value is determined using valuation techniques. Such techniques may include the use of recent market transactions between interested, fully informed parties who act independently; references to the fair values of another substantially similar financial instrument; and discounted cash flows and other valuation models.

The Company uses the following hierarchy to determine and disclose the fair value of financial instruments by valuation technique:

•Level 1: Quoted prices (or adjusted) in active markets for identical financial assets and liabilities.

•Level 2: Techniques that use different inputs to the quoted prices included in the same, observable for the assets or liabilities, whether directly or indirectly.

•Level 3: Techniques that use inputs with significant effect over the reasonable value not based on data of observable market.

Amortized cost - The amortized cost is calculated using the effective interest rate method less any impairment allowance. The calculation takes in consideration any award or discount in the

acquisition and includes transaction costs and fees that are an integral part of the effective interest rate.

4.4    Financial assets

4.4.1    Recognition and initial measurement of financial assets

Financial assets are classified, at initial recognition, as subsequently measured at cost, fair value through other comprehensive income, and fair value though profit and loss.

The classification and measurement of its financial assets at initial recognition reflects the business model in which the financial assets are managed and the characteristics of the contractual cash flows of the financial assets.

The Company recognizes all its financial assets initially at fair value plus the costs directly attributable to the transactions, except for financial assets valued at fair value through changes in profit or loss, for which these costs are not considered. The Company recognizes the purchase or sale of financial assets on the date of each transaction, which is the date on which the Company commits to purchase or sell a financial asset.

The Company’s financial assets include cash, accounts receivable, accounts receivable from related parties and other financial assets, which are classified as financial assets at amortized cost.

14

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

Financial assets at amortized cost

Financial assets are measured at amortized cost when the following conditions are met: (a) the financial asset is maintained within a business model whose objective is to obtain contractual cash flows; and (b) the contractual terms of the financial asset establish specific dates for the cash flows derived only from payments to principal and interest on the outstanding balance.

4.4.2    Subsequent measurement of the financial assets

The subsequent measurement of financial assets depends on its classification as described below:

Accounts receivable, accounts receivable from related parties and other financial assets

These financial assets are non-derivative financial assets with fixed or determined payments that are not quoted in an active market. After their initial recognition, these financial assets are measured by the Company at their amortized cost using the effective interest rate method less an impairment allowance. Profits or losses are recognized in the results when the accounts receivable is derecognized or impaired, as well as through the process of amortization.

The Company maintains a provision for expected credit losses of accounts receivable based on its historical credit loss experience.

4.4.3    Impairment of financial assets

The Company recognizes an estimate for expected credit losses on financial assets recorded at amortized cost in profit or loss or on financial assets recorded at fair value through changes in other comprehensive income using the simplified approach. The simplified approach does not require an entity to track the changes in credit risk, but, instead, requires the entity to recognize a loss allowance based on lifetime Expected Credit Losses (ECLs) at each reporting date. The Company has established a provision matrix that is based on its historical loss experience, adjusted for forward looking factors specific for debtors and the economic environment.

The Company considers that a financial asset is in default when the contractual payments are over 90 days overdue. However, in certain cases, the Company may also consider that a financial asset is in default when internal or external information indicates that it is unlikely that the Company will receive the outstanding contractual amounts in full before taking into account any credit enhancements maintained by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

4.4.4    Derecognition of financial assets

Financial assets are derecognized by the Company when the rights to receive the cash flows of the financial assets expire; or, when the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass through” arrangement and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. No such transfer of financial assets has occurred in 2020, 2019 or 2018.

4.5    Financial liabilities

4.5.1    Recognition and initial measurement of financial liabilities

The financial liabilities are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at the date of its initial recognition.

15

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

The Company recognizes all its financial liabilities initially at the fair value at the date of the acceptance or contracting of the liability, reduced for, in the case of loans and borrowings, directly attributable transaction costs.

The financial liabilities of the Company include accounts payable, accounts payable to related parties, accrued interest and loans.

4.5.2    Subsequent measurement of financial liabilities

The subsequent measurement of the financial liabilities depends on its classification as described below:

Accounts payable, accounts payable to related parties, accrued interest and loans

After the initial recognition, these financial liabilities are measured at amortized cost using the effective interest rate method. The Company recognizes gains or losses in the income statement when the financial liability is derecognized as well as through the accretion process.

4.5.3    Derecognition of financial liabilities

The financial liabilities are derecognized by the Company when the obligation has been paid, is cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized through income.

4.6    Inventories

Inventories are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and

the estimated costs necessary to make the sale. Cost of inventories includes all cost derived from their acquisition, as well as other costs incurred to give them their status and current location. Inventories in transit are recorded at the invoice cost.

4.7.    Property, plant and equipment

Property, plant and equipment are stated initially and subsequently at its purchase cost less accumulated depreciation and impairment losses, if any. Such cost includes the cost of replacing parts of plant and equipment when this cost is incurred, if it meets the requirement for recognition. Depreciation and disbursements for repair and maintenance which do not meet the conditions for recognition as assets, are expensed in the year in which they are incurred.

Depreciation is calculated under the straight-line method over the useful life estimated for each type of asset. The residual value of the depreciable assets, the estimated useful life and depreciation methods are annually reviewed by Management and adjusted when necessary, at the end of each financial year, and adjusted prospectively, if it is required.

16

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

A detail of estimated useful lives is presented below:

	Estimated useful life
Generators	4 years
Primary network	Between 4 and 7 years
Towers and civil works	Between 10 and 15 years
Customer premise equipment	3 years
Other network equipment	Between 5 and 15 years
Buildings	Between 5 and 40 years
Other assets	Between 1 and 5 years

Construction and installation costs are charged to temporary accounts and subsequently transferred to the corresponding asset accounts, once the works are completed. These works in process include all disbursements directly related to the design, development and construction of towers or other assets, plus the financial costs attributable to the works.

Improvements to leased properties under operating lease agreements are depreciated under the straight-line method calculated over the term of the corresponding lease agreements.

The estimated costs of the Company’s obligations for dismantling and future disposal of non-financial assets installed on leased property, are capitalized to the corresponding assets and amortized during the term of the lease of the property. The amount of the depreciation of these estimated costs is recognized in profit and loss. The amount of the corresponding provision will be reduced as the future cash disbursements are performed.

A component of property, plant and equipment is derecognized when it is disposed, or the Company does not expect future economic benefits from its use. Any loss or gain originated from the disposal of the asset, calculated as the difference between its net carrying value and the sales proceeds, is recognized in the results of the year in which the transaction occurs.

4.8    Intangible assets

Intangible assets acquired separately are measured at initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, as appropriate. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is recognized in profit or loss in the period in which the expenditure is incurred. The Company currently does not have any capitalized development costs.

The useful lives of intangible assets are defined as finite or indefinite. Intangible assets with finite lives are amortized under the straight-line method over the estimated useful lives of the assets, which are assessed by the Company on a yearly basis. The amortization expense for intangible assets is recognized in the income statement of the year in which they are incurred. Intangible assets with indefinite useful lives are not amortized and on a yearly basis, or when facts or circumstances indicate that the recorded values may not be recovered, the Company test them for impairment. If such indication exists, and the carrying value exceeds the recoverable amount, the Company values the assets or the cash generating unit at its recoverable amount.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

Gains or losses arising from disposal of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit or loss when incurred.

4.8.1    Frequency licenses, network programs and patents

Radio frequency licenses were granted to the Company by the government entities for an initial term of between 12 and 15 years. During 2012, an extension of such licenses for an additional term of 20 years was obtained, upon which the licenses will expire in 2032 and 2033. During 2020 new information was made available to Management in connection with the acquisition and registration of new licenses with the Regulator, triggering a re-assessment of the useful lives of existing licenses. From this analysis, management concluded that all frequency licenses are indefinite life assets; consequently, the Company ceased to amortize its licenses prospectively. Management will continue to monitor this assessment considering the regulatory environment. Due to the change in the classification of frequency licenses as an indefinite life asset, the Company will conduct an impairment analysis on an annual basis over these assets. As of December 31, 2020, no impairment was identified.

The network programs are software implemented by the Company for its commercial operation. It has been determined that it has a finite useful life; therefore, it is amortized under the straight-line method based on its useful life which is 5 years.

4.8.2    Indefeasible right of use

Indefeasible rights-of-use are permanent contractual agreements that cannot be undone, for example rights to use cables, fibers or capacity. IRU contracts are usually long term, commonly lasting up to 30 years. Depending on the type of system, the Company might be buying exclusive use of the one or more assets. Below is a summary of the IRU´s mainly used by the Company, together with the Company´s position as to whether these are treated as leasing or service contracts.

The main types of irrevocable rights of use (IRU) and capacity agreements are:

•Purchase of specific infrastructure,

•Purchase illuminated fiber capacity, or

•Exchange of network infrastructure or illuminated fiber capacity.

IRUs are accounted for either as a lease, or service contract based on the substance of the underlying agreement. The classification depends on the evaluation of the characteristics of the agreements.

A network capacity contract is counted as a lease if, and when:

•The buyer has the exclusive right to capacity for a specific period and has the ability to resell (or sub-rent) the capacity;

•Physical capacity physically limited and defined;

•The buyer assumes all costs related to capacity (directly or not) including operation, administration and maintenance costs; and

•The buyer assumes the risk of obsolescence during the term of the contract.

If all of these criteria are not met, the IRU is treated as a service contract.

An IRU of network infrastructure (cables or fiber) is accounted for as a right of use asset, while capacity IRU (wavelength) is accounted for as an intangible asset.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

The costs of an IRU recognized as a service contract are recognized as a prepayment and amortized in the statement of income as incurred over the duration of the contract.

4.9    Impairment of non-financial assets

Management performs a review at each reporting date over the carrying values of its non-financial assets, with the purpose of identifying decreases in the value when facts or circumstances indicate that the recorded values could not be recoverable. If such indication exists and the carrying value exceeds the recoverable amount, the Company reduces the assets or cash-generating units to their recoverable value, defined as the highest amount between its fair value and its value in use. The adjustments generated by this concept are recorded in the results of the year in which they are determined.

The Company assesses at the end of each reporting period if there is any indication that a loss for impairment of the value previously recognized for a non-financial asset other than goodwill, has been reduced or no longer exists. If such indication exists, the Company reassesses the recoverable value of the asset and, if applicable, reverses the loss increasing the asset up to its new recoverable value, which should not exceed the net carrying value of the assets if impairment had not been previously recognized.

4.10    Provisions

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The amount of the recorded provisions is periodically evaluated and required adjustments are recorded in the results of the year.

If the financial effect from discounting the provisions is material, these provisions are discounted to the present value of the disbursements needed to settle the corresponding obligations, using a pre-tax discount rate that fairly reflects, when appropriate, the time value of money and the risk specific to the liability. Where discounting is used, increases in the provision due to the passage of time are recognized as interest expense.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

4.11    Revenues from contracts with customers

Revenue from contracts with customers is recognized when the control of the goods and services has been transferred to the customer for an amount that reflects the consideration to which the Company expects to be entitled in exchange for such goods or services.

Bundled offers are considered arrangements with multiple deliverables or elements, which can lead to the identification of separate performance obligations. Revenue is recognized in accordance with the transfer of goods or services to customers in an amount that reflects the relative standalone selling price of the performance obligation (e.g. sale of telecom services, revenue over time plus sale of handset, revenue at a point in time).

Principal-agent considerations

Some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer. In these instances, the Company determines whether it has promised to provide the specified good or service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). For example, performance obligations relating to services provided by third-party content providers (i.e., mobile Value Added Services or “VAS”) or service providers where the Company neither controls a right to the provider’s service nor controls the underlying service itself are presented net because the Company is acting as an agent. The Company generally acts as a principal for other types of services where the Company is the primary obligor of the arrangement. In cases the Company determines that it acts as a principal, revenue is recognized in the gross amount, whereas in cases the Company acts as an agent revenue is recognized in the net amount.

4.11.1    Company’s most significant revenues streams are:

a)Post-paid mobile subscription fees are recognized over the relevant subscribed service period (recurring monthly access fees that do not vary based on usage). The service provision is usually considered as a series of distinct services that have the same pattern of transfer to the customer.

b)Prepaid scratch / SIM cards are services where customers purchase a specified amount of airtime or other credit in advance. Revenue is recognized as the credit is used. Unused credit is carried in the statement of financial position as a contract liability. Upon expiration of the validity period, the portion of the contract liability relating to the expiring credit is recognized as revenue, since there is no longer an obligation to provide those services.

c)Revenues from sale of cellular devices and accessories are recognized once control of such goods is transferred to the distributor or the final client. That criteria are fulfilled when the customer has the ability to direct the use and obtain substantially all of the remaining benefits from those goods.

d)Revenues for the use of network and platform are recognized considering the airtime sold by the related parties.

e)Advertising revenues are recognized in the statement of comprehensive income in the period that the service is provided, and the invoice is issued.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

4.12    Borrowing costs

The Company capitalizes as part of the cost of an asset, the borrowing costs directly attributable to the acquisition, construction, production or installation of an asset that necessarily requires a term to be able for using or selling. Borrowing costs include interest, exchange rate differences and other financial costs. Borrowing costs that do not meet the criteria for capitalization are recorded in income in the year in which they are incurred.

4.13    Taxes

The Company offsets its current and deferred tax assets with current and deferred tax liabilities, respectively, if a legally enforceable right exists to set off the amounts recognized before the same taxation authority and when it has the intention to liquidate them for the net amount or to realize the asset and settle the liability simultaneously.

The Company recognizes income tax and deferred income tax in relation to other components in comprehensive income.

4.13.1    Current income tax

The Company calculates income tax by applying adjustments from certain items, affected by, or subject to income tax, in conformity with current tax regulations.

The current income tax, corresponding to the present and prior periods, is recognized by the Company as a liability if it is not settled. If the amount already paid, which relates to present and prior periods, exceeds the amount payable for those periods, the excess is recognized as an asset.

In Guatemala an entity may elect between two tax regimes to determine their current income tax. The Company adopted the optional simplified tax regime based on gross revenues (Régimen Opcional Simplificado sobre Ingresos de Actividades Lucrativas) for determining their current income tax expense, which is based on a 5% rate on the gross monthly revenues up to Q30,000 and 7% for gross revenues in excess of said amount. Additionally, computed capital income and capital gains are taxed at the rate of 10%.

Uncertainty over Income Tax Treatment

Tax positions have been reflected in the financial statements in accordance with IAS 12 and IFRIC 23. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis, that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information.

4.13.2    Deferred income tax

Deferred income taxes are determined using the liability method for all temporary differences that exist between the tax basis of the assets, liabilities and net equity and the amounts recorded for financial purposes at the date of the statement of financial position. The deferred income tax is calculated considering the income tax expected to apply to the period in which the asset is estimated will be realized or the liability will be settled. Assets for deferred revenues are recognized only when there is reasonable probability of its realization.

The carrying value of an asset for deferred taxes is subject to review at the date of each statement of financial position. The Company reduces the amount of the deferred tax asset, to the extent that it estimates that it will not have sufficient taxable earnings in the future to allow it to realize all or part of the benefits from the deferred tax asset. Likewise, at the financial period close, the Company reconsiders deferred tax assets that it had not previously recognized to determine if it is now probable that they will be realized and therefore, can be recognized.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

4.13.3    Value added tax

Revenues from sales are recorded by the Company net of value added tax and a liability is recognized in the statement of financial position for the related value added tax. Expenses and assets acquired are recorded by the Company net of sales tax if the tax authorities credit these taxes to the Company, recognizing the accumulated amount receivable in the statement of financial position. When the sales tax incurred is not recoverable the Company includes it within the expense or asset, as applicable.

4.14    Judgments, estimates and significant accounting assumptions

The preparation of financial statements of the Company requires Management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, as well as the disclosure of contingent liabilities. However, the uncertainty about such judgments, estimates and assumptions could result in situations that require adjustments of relative importance over the recorded values of the assets and liabilities on future years.

5.Standards issued but not yet effective

International Financial Reporting Standards or their interpretations issued but not yet effective as of the date of issue of the Company’s financial statements are listed below. The standards or interpretations listed are those which Management believes may have an effect on the disclosures, position or financial performance of the Company when applied on a future date. As of the date of these financial statements the Company has not assessed the impact in its financial statements, if any, derived from their adoption. The Company intends to adopt these standards or interpretations when they become effective.

Classification of liabilities as current or non-current - Amendments to IAS 1

In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current.

The amendments clarify:

–What is understood by the right to defer the settlement.

–That there must be a deferral right at the end of the reporting period.

–That the classification is not affected by the probability that an entity will exercise its right of deferral.

–That only if a derivative embedded in a convertible liability is itself an equity instrument, the terms of a liability would not affect its classification.

The amendments are effective for the annual period beginning on or after January 1, 2023 and must be applied retrospectively.

Reference to the Conceptual Framework - Amendments to IFRS 3

In May 2020, the IASB issued Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework. The amendments are intended to replace a reference to the Framework for the Preparation and Presentation of Financial Statements issued in 1989, with a reference to the Conceptual Framework for Financial Reporting issued in March 2018, without significantly changing its requirements.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

The IASB also added an exception to the recognition principle of IFRS 3 to avoid the problem of possible "day 2" gains or losses arising from liabilities and contingent liabilities that would be within the scope of IAS 37 or ICFRS 21. Liens, if incurred separately.

At the same time, the IASB decided to clarify the existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Framework for the Preparation and Presentation of Financial Statements.

The amendments are effective for annual financial statement reporting periods beginning on or after January 1, 2022 and are applied prospectively.

Property, Plant and Equipment: Income Before Intended Use - Amendments to IAS 16

In May 2020, the IASB issued Property, Plant and Equipment - Income Before Intended Use, which prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds from the sale of items produced while carrying that asset. to the location and condition necessary for it to function in the manner intended by the administration. The amendment establishes that an entity recognizes the proceeds of the sale of such items, and the costs of producing them, in the results for the period.

The amendment is effective for annual financial statement reporting periods beginning on or after January 1, 2022 and must be applied retroactively to items of property, plant and equipment available for use on or after the beginning of the earliest reporting period when the entity applies the amendment for the first time.

Onerous Contracts - Costs of Fulfilling a Contract - Amendments to IAS 37

In May 2020, the IASB made amendments to IAS 37 to specify which costs should be included by an entity when assessing whether a contract is onerous or loss-making. The amendments apply a "directly related cost approach". Costs that are directly related to a contract to provide goods or services include both incremental costs and an allocation of costs directly related to contract activities. General and administrative costs are not directly related to a contract and are excluded unless they are explicitly charged to the counterparty under the contract.

The amendments are effective for annual financial statement reporting periods beginning on or after January 1, 2022.

IFRS 1 First Time Adoption of International Financial Reporting Standards - Subsidiary as First Time Adopter

As part of its 2018-2020 annual enhancements to the IFRS process, the IASB made an amendment to IFRS 1 First-Time Adoption of International Financial Reporting Standards. The amendment allows a subsidiary that chooses to apply paragraph D16 (a) of IFRS 1 to measure cumulative translation differences using amounts reported by the parent, based on the parent's transition date to IFRS. This amendment also applies to an associate or joint venture that chooses to apply paragraph D16 (a) of IFRS 1.

The amendment is effective for annual financial statement reporting periods beginning on or after January 1, 2022, and early adoption is permitted.

IFRS 9 Financial Instruments: Fees in the Test of '10 percent 'for the Derecognition of Financial Liabilities

As part of its 2018-2020 annual improvement process to IFRS standards, the IASB made an amendment to IFRS 9. The amendment clarifies the fees an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

the original financial liability. These commissions include only those paid or received between the borrower and the lender, including commissions paid or received by the borrower or the lender on behalf of the other. An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment.

The amendment is effective for annual financial statement reporting periods beginning on or after January 1, 2022, and early adoption is permitted.

Amendments to IFRS 10 and IAS 28: Sales or Contributions of Assets between an Investor and its Joint or Associated Business

The amendments address the conflict between IFRS 10 and IAS 28 when managing the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is fully recognized. However, any gain or loss from the sale or contribution of assets that do not constitute a business, is recognized only in proportion to the unrelated participation that the investor has in the associate or joint venture. The IASB has deferred the entry into force of these amendments indefinitely pending the outcome of its research project on the equity method. However, an entity that adopts them early must apply them prospectively.

6.Cash

A summary of cash is presented below at December 31:

		2020		2019
Cash in banks:
In Dollars of the United States of America (“Dollars” or “US$”)	Q	738,945	Q	778,638
In Quetzals		330,657		348,361
	Q	1,069,602	Q	1,126,999

Cash deposited in bank accounts earns interest based on daily rates determined by the corresponding banks.

At December 31, 2020 and 2019 no restrictions of use of the balances in cash on banking accounts existed.

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

7.Accounts receivable, net

The balance of accounts receivable is presented below at December 31:

		2020		2019
Accounts receivable	Q	364,025	Q	318,530
Less: estimate for expected credit losses		(95,373)		(105,930)
Accounts receivable, net		268,652		212,600
Contract assets (a)		324,421		361,009
Accrued income		166,764		140,905
Less: estimate for expected credit losses		(40,709)		(4,814)
Contract assets, net		450,476		497,100
	Q	719,128	Q	709,700

Accounts receivable are non-interest bearing, their average term of collection generally extends up to 90 days from the date of the issuance of the invoice, are not subject to any discount for early payment and are recoverable in the functional currency of the financial statements, except for the amount of Q61,135 in 2020, which is recoverable in US$ (2019: Q1,617) (note 25).

(a)As at December 31, 2020 the Company has contract assets for Q324,421 (2019: Q361,009) that mainly represent subsidized handsets because more revenue is recognized upfront while the cash will be received throughout the subscription period.

A detail of the rollforward of the estimate for expected credit losses for account receivable is presented below:

		December 31
		2020		2019
Balance at the beginning of year	Q	105,930	Q	108,848
Allowance for the year (note 20)		66,534		68,835
ECL written-off		(77,091)		(71,753)
Balance at the end of year	Q	95,373	Q	105,930

An impairment analysis is performed on each closing date using a matrix of estimates to calculate the expected credit losses. Provisions are based on expired days for different types of customers.

The calculation reflects the weighted probability result, the time value of the money and a reasonable information about past events that is available at the closing date, current conditions and forecasts of future economic conditions.

25

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

A detail of the rollforward of the estimate for expected credit losses for contract asset is presented below:

		December 31
		2020		2019
Balance at the beginning of year	Q	4,814	Q	8,874
Allowance for the year (a)		63,507		55,049
ECL written-off		(27,612)		(59,109)
Balance at the end of year	Q	40,709	Q	4,814

During 2020, Q63,507 was impaired as result of the analysis of customers (contracts assets), due to non-payment (2019: Q55,049). (note 20)    

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

Following is the information about the credit risk exposure in trade accounts receivable and in the Company’s contractual assets using the Company’s approved provision matrix. An analysis of the ageing of the non-impaired accounts receivable is as follows at December 31:

At December 31, 2020		Contract assets		Current		Less than 30 days		Between 30 and 60 days		Between 61 and 90 days		>91 days
														Total
Amount of assessed assets:
Account receivable	Q	324,421	Q	260,222	Q	15,120	Q	6,479	Q	4,876	Q	77,328	Q	688,446
Accrued income		166,764		-		-		-		-		-		166,764
Expected credit loss		(40,709)		(5,910)		(5,174)		(3,660)		(3,301)		(77,328)		(136,082)
	Q	450,476	Q	254,312	Q	9,946	Q	2,819	Q	1,575	Q	-	Q	719,128
Expected credit loss (weighted average rate)				2%		34%		57%		68%		100%

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

At December 31, 2019		Contract assets		Current		Less than 30 days		Between 30 and 60 days		Between 61 and 90 days		>91 days
														Total
Amount of assessed assets:
Account receivable	Q	361,009	Q	187,600	Q	32,595	Q	8,947	Q	6,399	Q	82,989	Q	679,539
Accrued income		140,905		-		-		-		-		-		140,905
Expected credit loss		(4,814)		(3,898)		(8,634)		(5,585)		(4,824)		(82,989)		(110,744)
	Q	497,100	Q	183,702	Q	23,961	Q	3,362	Q	1,575	Q	-	Q	709,700
Expected credit loss (weighted average rate)				12%		32%		49%		57%		100%

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

8.Balances and transactions with related parties

A summary of the balances and transactions with related parties is provided below at December 31:

	Country	Relation		2020		2019
Accounts receivable
Millicom International II N.V.	Luxembourg	Joint control	Q	1,768,619	Q	2,767,072
Miffin Associates Corp.	Panama	Joint control		1,448,869		2,264,881
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate		1,299,910		1,139,105
Navega.com, S.A.	Guatemala	Associate		92,133		465,986
Nexcel, S.A.	Guatemala	Associate		38,744		23,984
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate		9,668		10,132
Cloud2Nube, S.A.	Guatemala	Associate		9,600		3,000
Distribuidora de Comunicaciones de Occidente, S.A.	Guatemala	Associate		8,800		4,500
Telemóvil El Salvador, S.A. de C.V.	El Salvador	Associate		2,688		1,971
Telefónica Celular, S.A. de C.V.	Honduras	Associate		662		1,312
Millicom Cable Costa Rica, S.A.	Costa Rica	Associate		340		105
Telefónica Móviles Panama, S.A.	Panama	Associate		109		-
Navega, S.A. de C.V.	El Salvador	Associate		94		8
Telefonia Nicaragua, S.A.	Nicaragua	Associate		65		-
Bolivia Cellular, S.A.	Bolivia	Associate		34		17
Distribuidora de Comunicaciones de Oriente, S.A.	Guatemala	Associate		10		10
Telefónica Celular del Paraguay, S.A.	Paraguay	Associate		7
Millicom International Cellular, S.A.	Luxembourg	Associate		2		260
Distribuidora Central de Comunicaciones, S.A.	Guatemala	Associate		-		25,570
Comunicaciones Corporativas, S.A.	Guatemala	Associate		-		250
Total				4,680,354		6,708,163
Less: long-term portion				(1,765,463)		(3,986,797)
Short-term portion			Q	2,914,891	Q	2,721,366

	Country	Relation		2020		2019
Accounts payable
Millicom International II N.V.	Luxembourg	Joint control	Q	1,511,984	Q	-
Miffin Associates Corp.	Panama	Joint control		1,237,750		-
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate		361,263		255,815
Millicom International Cellular, S.A.	Luxembourg	Associate		18,407		27,255
Distribuidora Internacional de Comunicaciones, S.A.	Guatemala	Associate		11,604		15,305
Industrias Masscardy, S.A.	Guatemala	Associate		9,063		9,859
Millicom Spain, S.L.	España	Associate		5,941		1,062
Telemóvil El Salvador, S.A. de C.V.	El Salvador	Associate		3,748		1,216
Distribuidora de Comunicaciones de Occidente, S.A.	Guatemala	Associate		2,725		5,099
Cualirecursos, S.A.	Guatemala	Associate		1,603		1,582
Transportista Eléctrica Centroamericana, S.A.	Guatemala	Associate		1,465		43
Megaprint, S.A.	Guatemala	Associate		1,158		789
Telefónica Celular, S.A. de C.V.	Honduras	Associate		1,150		1,442
Navega.com, S.A.	Guatemala	Associate		770		570
Cloud2Nube, S.A.	Guatemala	Associate		217		661
Navega, S.A. de C.V.	El Salvador	Associate		125		-
Distribuidora de Comunicaciones de Oriente, S.A.	Guatemala	Associate		125		13,653
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate		62		22
Nexcel, S.A.	Guatemala	Associate		14		-
Molvis, S.A.	Guatemala	Associate		7		2,402
Distribuidora Central de Comunicaciones, S.A.	Guatemala	Associate		-		38,722
Empresa Eléctrica de Guatemala, S.A.	Guatemala	Associate		-		2,187
Inmobiliaria y Desarrolladora Empresarial de América, S.A.	Guatemala	Associate		-		1,508
Inversiones Sochi, S.A.	Guatemala	Associate		-		300
Telefonía Celular de Nicaragua, S.A.	Nicaragua	Associate		-		17
Equiman, S.A.	Guatemala	Associate		-		1
Comercializadora Eléctrica de Guatemala, S.A.	Guatemala	Associate		-		1
			Q	3,169,181	Q	379,511

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

A summary of the significant transactions with related parties is presented as follows for the year ended December 31:

	Country	Relation		2020		2019		2018
Revenues:
Revenues for use of network and platform
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate	Q	52,319	Q	56,252	Q	50,597
Navega.com, S.A.	Guatemala	Associate		6,240		5,406		6,569
			Q	58,559	Q	61,658	Q	57,166

Selling of airtime
Nexcel, S.A.	Guatemala	Associate	Q	1,709,646	Q	1,710,171	Q	1,564,875
Interconnection services
Telemóvil El Salvador, S.A. de C.V.	El Salvador	Associate	Q	1,711	Q	2,060	Q	2,248
Telefónica Celular, S.A. de C.V.	Honduras	Associate		976		2,043		2,475
			Q	2,687	Q	4,103	Q	4,723
Lease of websites
Navega.com, S.A.	Guatemala	Associate	Q	253	Q	604	Q	1,007
Income from links, data and fixed line
Navega.com, S.A.	Guatemala	Associate	Q	1376	Q	1,456	Q	1,499
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate		20		20		19
			Q	1,396	Q	1,476	Q	1,518

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Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Country	Relation		2020		2019		2018
Other revenues
Millicom International II N.V.	Luxembourg	Joint control	Q	69,415	Q	84,205	Q	51,880
Miffin Associates Corp.	Panama	Joint control		56,854		70,605		41,701
Empresa Eléctrica de Guatemala, S.A.	Guatemala	Associate		1,696		1,548		1,691
Industrias Masscardy, S.A.	Guatemala	Associate		303		447		393
Megaprint, S.A.	Guatemala	Associate		143		447		781
Transportista Eléctrica Centroamericana, S.A.	Guatemala	Associate		119		83		104
Energica, S.A.	Guatemala	Associate		111		66		1
Garda, S.A.	Guatemala	Associate		70		86		120
Anacapri, S.A.	Guatemala	Associate		52		53		65
Almacenaje y Manejo de Materiales Eléctricos, S.A.	Guatemala	Associate		39		34		50
Protección Integral, S.A.	Guatemala	Associate		31		216		286
Comercializadora Eléctrica de Guatemala, S.A.	Guatemala	Associate		29		19		3
Innovaprint, S.A.	Guatemala	Associate		28		19		24
Las Azaleas, S.A.	Guatemala	Associate		27		24		12
Millicom International Cellular, S.A.	Luxembourg	Associate		-		52		-
Telefónica Celular, S.A. de C.V.	Honduras	Associate		-		-		631
Telemóvil El Salvador, S.A. de C.V.	El Salvador	Associate		-		-		529
			Q	128,917	Q	157,904	Q	98,271

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Country	Relation		2020		2019		2018
Expenses:
Services of payroll administration (note 21.1)
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate	Q	434,522	Q	47,702	Q	368,238
Distribuidora Central de Comunicaciones, S.A.	Guatemala	Associate		-		377,425		-
			Q	434,522	Q	425,127	Q	368,238
Transmission of data and links
Millicom Spain, S.L.	Spain	Associate	Q	-	Q	11,304	Q	12,094
Services of interconnection
Telefónica Celular, S.A. de C.V.	Honduras	Associate	Q	4,558	Q	6,119	Q	5,301
Telemóvil El Salvador, S.A. de C.V.	El Salvador	Associate		2,738		2,621		3,644
			Q	7,296	Q	8,740	Q	8,945

Telecommunications services
Navega.com, S.A.	Guatemala	Associate	Q	6,105	Q	6,105	Q	6,105
Building lease
Distribuidora de Comunicaciones de Occidente, S.A.	Guatemala	Associate	Q	25,353	Q	29,838	Q	28,474

33

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Country	Relation		2020		2019		2018
Purchase of inventory of cell phones and cards
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate	Q	623,952	Q	803,344	Q	696,549
Network maintenance and lease of sites
Las Azaleas, S.A.	Guatemala	Associate	Q	219,712	Q	216,439	Q	209,679
Industrias Masscardy, S.A.	Guatemala	Associate		90,761		93,219		91,474
Molvis, S.A.	Guatemala	Associate		26,607		33,762		33,180
Equiman, S.A.	Guatemala	Associate		12,103		11,700		11,093
Inmobiliaria y Desarrolladora Empresarial de América, S.A.	Guatemala	Associate		9,017		9,105		6,876
Innovacel, S.A.	Guatemala	Associate		2,999		3,127		2,927
Olomega, S.A.	Guatemala	Associate		2,319		820		-
Transportista Eléctrica Centroamericana, S.A.	Guatemala	Associate		471		459		438
Parinacota, S.A.	Guatemala	Associate		233		234		222
Maquinaria de Occidente, S.A.	Guatemala	Associate		-		-		245
			Q	364,222	Q	368,865	Q	356,134

34

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Country	Relation		2020		2019		2018
Other services
Empresa Eléctrica de Guatemala, S.A.	Guatemala	Associate	Q	43,345	Q	41,456	Q	37,415
Supervisora de Occidente, S.A.	Guatemala	Associate		37,915		37,290		34,847
Millicom Spain, S.L.	Spain	Associate		21,059		-		6,319
Cualirecursos, S.A.	Guatemala	Associate		17,641		16,283		2,395
Millicom International II N.V.	Luxembourg	Joint control		11,683		-		-
Comercializadora Eléctrica de Guatemala, S.A.	Guatemala	Associate		11,418		12,190		10,876
Megaprint, S.A.	Guatemala	Associate		10,963		9,232		6,101
Miffin Associates Corp.	Panama	Joint control		10,235		-		-
Nexcel, S.A.	Guatemala	Associate		3,843		4,344		4,095
Navega.com, S.A.	Guatemala	Associate		3,441		3,441		3,441
Cloud2Nube, S.A.	Guatemala	Associate		2,400		2,400		2,400
Distribuidora Internacional de Comunicaciones, S.A.	Guatemala	Associate		1,380		3,527		-
Distribuidora de Comunicaciones de Oriente, S.A.	Guatemala	Associate		1,380		1,380		1,380
Inversiones Sochi, S.A.	Guatemala	Associate		705		2,686		1,369
Manta, S.A.	Guatemala	Associate		652		644		659
Innovaprint, S.A.	Guatemala	Associate		514		393		392
Porada, S.A.	Guatemala	Associate		251		244		227
Inversiones Palao, S.A.				150		-		-
Firma de Auditoria y Asesoría Financiera, S.A.	Guatemala	Associate		-		144		202
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate		-		-		12,000
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate		-		-		45,000
Distribuidora Central de Comunicaciones, S.A.	Guatemala	Associate		-		-		825
Energica, S.A.	Guatemala	Associate		-		-		12
Telemóvil El Salvador, S.A. de C.V.	El Salvador	Associate		-		-		9
			Q	178,975	Q	135,654	Q	169,964

35

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Country	Relation		2020		2019		2018
Loans granted to related parties
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate	Q	411,184	Q	85,280	Q	756,600
Millicom International II N.V.	Luxembourg	Joint control		337,877		1,553,831		1,392,991
Miffin Associates Corp.	Panama	Joint control		276,444		1,271,316		1,140,604
Navega.com, S.A.	Guatemala	Associate		15,500		22,030		4
Distribuidora de Comunicaciones de Occidente, S.A.	Guatemala	Associate		9,075		7,500		15,000
Cloud2Nube, S.A.	Guatemala	Associate		6,600		6,005		1,408
Distribuidora Central de Comunicaciones, S.A.	Guatemala	Associate		-		25,570		-
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate		-		21,341		154,259
Telemovil El Salvador, S. A. de C. V.	El Salvador	Associate		-		3		-
Distribuidora de Comunicaciones de Oriente, S.A.	Guatemala	Associate		-		-		20,000
			Q	1,056,680	Q	2,992,876	Q	3,480,866

36

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Country	Relation		2020		2019		2018
Dividends compensation:
Millicom International II N.V.	Luxembourg	Joint control	Q	1,366,432	Q	1,189,910	Q	1,052,428
Miffin Associates Corp.	Panama	Joint control		1,117,991		973,562		861,078
			Q	2,484,423	Q	2,163,472	Q	1,913,506
Repayments:
Navega.com, S.A.	Guatemala	Associate	Q	389,500	Q	94,160	Q	127,604
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate		256,207		25,029		8,085
Distribuidora Central de Comunicaciones, S. A.	Guatemala	Associate		25,570		-		-
Distribuidora de Comunicaciones de Occidente, S.A.	Guatemala	Associate		4,775		16,000		8,800
Comunicaciones Corporativas, S.A.	Guatemala	Associate		250		1,200		1,100
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate		-		21,559		209,415
Cloud2Nube, S.A.	Guatemala	Associate		-		6,831		2,165
Distribuidora de Comunicaciones de Oriente, S.A.	Guatemala	Associate		-		-		20,000
			Q	676,302	Q	164,779	Q	377,169

37

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

	Country	Relation		2020			2019		2018
Loans granted by related parties
Millicom International II N.V. (a)	Luxemburgo	Joint control	Q	1,497,246	Q	-		Q	-
Miffin Associates Corp. (a)	Panamá	Joint Control		1,225,714		-			-
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate		150,000		80,000			1,558
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate		14		78			12,333
Distribuidora Central de Comunicaciones, S.A.	Guatemala	Associate		-		4			16
Newcom Limited Bermuda	Bermuda	Associate		-		-			36,699
Navega.com, S.A.	Guatemala	Associate		-		-			12
Distribuidora de Comunicaciones de Oriente, S.A.	Guatemala	Associate		-		-			6
			Q	2,872,974	Q	80,082		Q	50,624

(a)Loans obtained to pay bonds obligation with a term of 15 months and interest rate of 4%.

Loan repayments to related parties
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Associate	Q	75,000	Q	5,000	Q	1,558
Distribuidora de Comunicaciones de Oriente, S.A.	Guatemala	Associate		13,526		2,000		6
Servicios Innovadores de Comunicación y Entretenimiento, S.A.	Guatemala	Associate		37		61		12,331
Distribuidora Central de Comunicaciones, S.A.	Guatemala	Associate		1		4		18
Newcom Limited Bermuda	Bermuda	Associate		-		-		50,344
Distribuidora Internacional de Comunicaciones, S.A.	Guatemala	Associate		-		-		34,776
Navega.com, S.A.	Guatemala	Associate		-		-		12
			Q	88,564	Q	7,065	Q	99,045

38

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

Terms and conditions of transactions with related parties

The sales and purchases of goods and services between related parties are carried out at the prices and terms previously agreed between the parties. The accounts receivable and payable from and to related parties are unsecured and do not generate interest, except for the loans granted to or from Millicom International II N.V. and Miffin Associates Corp, which accrue interest of 3.75% and 4% annually, respectively at market rates as mentioned below. The maturity terms for accounts receivable and accounts payable from or to related parties extend up to 60 days from the corresponding invoices’ issue date, are not subject to any discount for early payment and are recoverable or payable in the functional currency of the financial statements, except for the balances indicated on note 25, risk of exchange rate section. During the years that ended on December 31, 2020, 2019 and 2018, the Company has not recorded any impairment over the accounts receivable from related parties.

The loans received from or granted to related parties without interest or with interest at rates different from a market rate are initially registered at their fair value, considering a market interest rate for similar loans at the inception of the loan. The difference between the amount of the loan and its fair value is recognized in equity as another component of the equity. At December 31, 2020, 2019 and 2018, loans received from (and granted to) related parties are payable or collectible at demand and classified as current assets or liabilities, except those granted and received to Millicom International II N.V. and Miffin Associates Corp., with a term of 15 months and accrued interest at a market interest rate as detailed below:

Interests over granted loans	Country	Relation		2020		2019		2018
Millicom International II N.V.	Luxembourg	Joint control	Q	69,415	Q	84,205	Q	51,880
Miffin Associates Corp.	Panama	Joint control		56,854		70,605		41,701
			Q	126,269	Q	154,810	Q	93,581

Interests over received loans	Country	Relation		2020		2019		2018
Millicom International II N.V.	Luxembourg	Joint control	Q	11,683	Q	-	Q	-
Miffin Associates Corp.	Panamá	Joint control		10,235		-		-
			Q	21,918	Q	-	Q	-

9.Other assets

		2020		2019
Prepaid expenses	Q	14,604	Q	12,753
Advances to vendors		644		491
	Q	15,248	Q	13,244

39

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

10.Property, plant and equipment, net

A summary of the property, plant and equipment and accumulated depreciation for the year ended on December 31, 2020, is presented below:

		Balance at 12-31-2019		Additions (a)		Retirements		Transfers			Balance at 12-31-2020
Cost:
Generators	Q	274,065	Q	963	Q	(770)	Q	10,700	Q	284,958
Primary network		1,019,106		3,395		(30,200)		120,358		1,112,659
Towers and civil works		2,954,982		33,612		(16,910)		90,851		3,062,535
Customer premise equipment		15,741		1,559		(65)		1,360		18,595
Other network equipment		4,098,485		5,884		(131,362)		405,662		4,378,669
Buildings		157,862		545		(2,960)		10,052		165,499
Other assets		350,495		1,191		(14,413)		31,227		368,500
Work in process		183,963		610,841		(626)		(667,435)		126,743
Parts		2,804		-		(29)		(2,775)		-
		9,057,503		657,990		(197,335)		-		9,518,158
Accumulated depreciation:
Generators		235,348		16,062		(749)		-			250,661
Primary network		668,282		106,539		(27,616)		125			747,330
Towers and civil works		2,033,237		279,916		(13,359)		(147)			2,299,647
Customer premise equipment		13,159		3,141		(64)		-			16,236
Other network equipment		2,699,548		350,364		(120,663)		21			2,929,270
Buildings		78,883		13,918		(2,393)		-			90,408
Other assets		254,266		30,260		(13,521)		(733)			270,272
	Q	5,982,723	Q	800,200	Q	(178,365)	Q	(734)	Q		6,603,824

(a)Q180 corresponds to the capitalization of the costs of the asset retirement obligation (note 17).

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

		Balance at 12-31-2019		Additions		Transfers		Balance at 12-31-2020
Estimated impairment:
Generators	Q	1,001	Q	-	Q	-	Q	1,001
Primary network		17,094		-		-		17,094
Towers and civil works		515		-		-		515
Financial lease – Other network equipment		157,125		-		-		157,125
Buildings		7,171		-		-		7,171
Other assets		30,822		-		-		30,822
		213,728	Q	-	Q	-		213,728
Net book value	Q	2,861,052					Q	2,700,606

41

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

A summary of the property, plant and equipment and accumulated depreciation for the year ended on December 31, 2019, is presented below:

		Balance at 12-31-2018		Additions (a)		Retirements		Transfers			Balance at 12-31-2019
Cost:
Generators	Q	253,750	Q	21,341	Q	(1,451)	Q	425	Q	274,065
Primary network		992,644		63,106		(76,969)		40,325		1,019,106
Towers and civil works		3,036,803		135,378		(211,938)		(5,261)		2,954,982
Customer premise equipment		26,927		4,025		(15,239)		28		15,741
Other network equipment		4,102,947		325,264		(397,481)		67,755		4,098,485
Buildings		249,343		14,784		(110,657)		4,392		157,862
Other assets		816,198		40,245		(117,671)		(388,277)		350,495
Work in process		158,392		130,543		(805)		(104,167)		183,963
Parts		3,759		-		(130)		(825)		2,804
Financial lease – other network equipment		7,478		-		-		(7,478)		-
		9,648,241		734,686		(932,341)		(393,083)		9,057,503
Accumulated depreciation:
Generators		221,023		15,776		(1,451)		-			235,348
Primary network		652,500		91,585		(75,856)		53			668,282
Towers and civil works		1,985,422		255,979		(208,176)		12			2,033,237
Customer premise equipment		22,223		6,175		(15,239)		-			13,159
Other network equipment		2,755,677		330,629		(386,689)		(69)			2,699,548
Financial lease – other network equipment		1,610		623		-		(2,233)			-
Buildings		174,646		13,120		(108,883)		-			78,883
Other assets		573,578		67,477		(116,961)		(269,828)			254,266
	Q	6,386,679	Q	781,364	Q	(913,255)	Q	(272,065)	Q		5,982,723

(a)Q252 corresponds to the capitalization of the costs of the asset retirement obligation (note 17).

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

		Balance at 12-31-2018		Additions		Transfers		Balance at 12-31-2019
Estimated impairment:
Generators	Q	1,001	Q	-	Q	-	Q	1,001
Primary network		17,094		-		-		17,094
Towers and civil works		515		-		-		515
Financial lease – Other network equipment		157,125		-		-		157,125
Buildings		7,171		-		-		7,171
Other assets		30,822		-		-		30,822
		213,728	Q	-	Q	-		213,728
Net book value	Q	3,047,834					Q	2,861,052

43

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

11.Intangible assets, net

A summary of intangible assets and their accumulated depreciation for the year ended on December 31, 2020, is presented as follows:

		Balance at 12-31-2019		Additions		Retirements		Transfers		Balance at 12-31-2020
Cost:
Work in progress (a)	Q	-	Q	829,222	Q	-	Q	(829,222)	Q	-
Network programs		1,114,941		16,967		(140,848)		191,220		1,182,280
Licenses		665,934		9		-		638,002		1,303,945
Other intangible assets		722		-		-		-		722
Irrevocable right of use – IRU		143,491		-		-		-		143,491
		1,925,088		846,198		(140,848)		-		2,630,438
Accumulated amortization:
Network programs		662,103		244,881		(140,833)		734		766,885
Licenses		305,791		-		-		-		305,791
Other intangible assets		480		147		-		-		627
Irrevocable rights of use – IRU		58,432		9,536		-		-		67,968
		1,026,806		254,564		(140,833)		734		1,141,271
Estimated impairment:		447		-		-		-		447
Network programs		447	Q	-	Q	-	Q	-		447
Net book value	Q	897,835							Q	1,488,720

(a)The main additions are related to acquisition of frequency titles and acquisition of oracle EBS Software.

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

A summary of intangible assets and their accumulated depreciation for the year ended on December 31, 2018, is presented as follows:

		Balance at 12-31-2018		Additions		Retirements		Transfers		Balance at 12-31-2019
Cost:
Network programs	Q	1,233,174	Q	178,900	Q	(682,764)	Q	385,631	Q	1,114,941
Licenses		449,548		216,386		-		-		665,934
Other intangible assets		722		-		-		-		722
Intangible in process		26		-		-		(26)		-
Irrevocable right of use – IRU		139,058		4,433		-		-		143,491
		1,822,528		399,719		(682,764)		385,605		1,925,088
Accumulated amortization:
Network programs		886,382		187,233		(681,344)		269,832		662,103
Licenses		292,972		12,819		-		-		305,791
Other intangible assets		333		147		-		-		480
Irrevocable rights of use – IRU		48,948		9,484		-		-		58,432
		1,228,635		209,683		(681,344)		269,832		1,026,806
Estimated impairment:		447		-		-		-		447
Network programs		447	Q	-	Q	-	Q	-		447
Net book value	Q	593,446							Q	897,835

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

12.Right-of-use assets

		Sites		Tower		Land & buildings		Other Network equipment		Other PPE		Total
As January 1st 2020	Q	1,151,120	Q	98,774	Q	49,926	Q	5,245	Q	5,849	Q	1,310,914
Additions		20,972		-		1,219		7,195		227		29,613
Remediation		43,848		4,652		491		-		-		48,991
Disposals		(16,267)		(68)		(2,288)		(7,195)		(486)		(26,304)
Depreciation		(353,502)		(14,299)		(21,749)		(983)		(1,982)		(199,594)
As December 31st, 2020	Q	1,021,303	Q	96,132	Q	37,631	Q	4,622	Q	3,932	Q	1,163,620

		Sites		Tower		Land & buildings		Other Network equipment		Other PPE		Total
As January 1st 2019	Q	1,300,714	Q	100,334	Q	39,970	Q	6,281	Q	691	Q	1,447,990
Additions		-		5266		24,250		-		5,687		35,203
Remediation		37,049		248		(141)		7		-		37,163
Disposals		(10,390)		-		(3,475)		(391)		(164)		(14,420))
Depreciation		(176,253)		(7,074)		(10,678)		(652)		(365)		(195,022)
As December 31st, 2019	Q	1,151,120	Q	98,774	Q	49,926	Q	5,245	Q	5,849	Q	1,310,914

46

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

13.Loans and lease liabilities

The balance of loans and lease liabilities is as follows at December 31:

		2020		2019
Current
Lease liabilities current (h)	Q	146,915	Q	128,925
Non-current
Loans
In US$
Credit Suisse AG (a)	Q	-	Q	6,086,824
In Quetzals
Banco Industrial, S.A. (d)		630,000		-
Banco G&T, S.A. (e)		500,000		-
Banco Agrícola Mercantil, S.A. (g)		387,500		-
Banco de América Central, S.A.(f)		250,000		-
Banco Industrial, S.A. (c)		174,320		-
Banco Industrial, S.A. (b)		-		174,320
Subtotal		1,941,820		6,261,144
Lease liabilities
Lease liabilities non-current (h)		1,099,774		1,200,991
Loans and lease liabilities non-current	Q	3,041,594	Q	7,462,135

47

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

(a)In January 2014, the Company obtained a loan with Credit Suisse AG, Cayman Island Branch. Loan proceeds were funded by a bond issuance by Comcel Trust. The bonds were guaranteed by Comcel and listed on the Luxembourg Stock Exchange. On November 18, 2020 the loan was early redeemed at a redemption price equal to 102.92% of the principal amounts, the redemption premium payment was Q142.7 million.

The maturity of this debt was 10 years at 6.875% fixed annual interest. Interest was payable bi-annually and the principal was payable upon maturity. The debt was used to pay off loans in effect at December 31, 2014, to continue with the capital investments, and for working capital. At December 31, 2020 there is no debt, the total debt includes the discount granted when contracted, which was being amortized over the term of the loan.

(b)Loan contracted in Quetzals on May 4, 2015, for Q174,320 for a term of 120 months. This loan accrued an annual fixed interest rate of 7.20%, which was payable monthly to Banco Industrial, S.A., a banking institution of Guatemala. The principal was due at maturity. The loan was totally settled on October 8, 2020.

(c)Loan contracted in Quetzals on October 8, 2020, for Q174,320 with an expiration period of May 31, 2025. This loan accrues an interest rate of 7.20% per annum payable monthly with Banco Industrial, S.A., Guatemala's banking institution. Principal is repaid at maturity.

(d)Loan contracted in Quetzals on October 8, 2020, for Q630,000 with a term of 60 months. This loan accrues an interest rate of 6.20% per annum payable monthly with Banco Industrial, S.A., Guatemala's banking institution. Principal is repaid at maturity.

(e)Loan contracted in Quetzals on October 21, 2020, for Q500,000 with a term of 60 months. This loan accrues an interest rate of 6.00% per annum payable monthly with Banco G&T, S.A., Guatemala's banking institution. Principal is repaid at maturity.

(f)Loan contracted in Quetzals on October 8, 2020, for Q250,000 with a term of 72 months. This loan accrues an interest rate of 6.00% per annum payable monthly with Banco de América Central, S.A., Guatemala's banking institution. Principal payments start on the 5th semester after the loan inception, through eight semi-annual repayments

(g)Loan contracted in Quetzals on October 23, 2020, for Q387,500 with a term of 84 months. This loan accrues an interest rate for the first and second year of 5.75%, 6.00% for the third year, 6.25% for the fourth year and 6.50% for the fifth, sixth and seventh years, the interest is payable monthly with Banco Agrícola Mercantil, S.A,. 50% of the principal is repaid in the 60th month from loan inception and the rest at maturity.

The bank loan movement is as follows at December 31:

		2020		2019
Beginning balance	Q	6,261,144	Q	6,273,696
New Loans		1,767,500		-
Currency exchange differences		69,134		(12,552)
Amortized costs		72,858
Loans paid		(6,228,816)		-
	Q	1,941,820	Q	6,261,144

48

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

A summary of the maturity of loans payable is as follows:

		2020
At December 31, 2025	Q	1,304,320
At December 31, 2026		250,000
At December 31, 2027		387,500
	Q	1,941,820

These loans agreements contain various covenants requiring compliance by the Company. These covenants include certain quantitative limits on future borrowings, periodic financial statement reporting requirements, and other general terms and conditions.

At December 31, 2020 and 2019 and the Company was in compliance with all of the restrictive

financial covenants contained within such agreements.

(h) Movement of lease liabilities:

		2020		2019
Opening balance	Q	1,329,916	Q	1,435,192
Additions		54,710		49,146
Liabilities amortization (payments)		(153,273)		(150,565)
Revaluation		15,336		(3,856)
Total		1,246,689		1,329,916
Lease liabilities current		(146,915)		(128,925)
Lease liabilities non-current	Q	1,099,774	Q	1,200,991

(i)Movement of accrued interest related to leases:

		2020		2019
Opening balance	Q	9,778	Q	-
Lease interest (Note 23.2)		106,237		103,672
Interest of leases payment		(106,912)		(93,894)
Closing balance (a)	Q	9,103	Q	9,778

(a)For 2019, the closing balance according to the Statements of financial position are Q180,324 (Q9,778 lease interest plus Q170,546 of bonds interest)

49

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

14.Accounts payable    

		At December 31
		2020		2019
Foreign suppliers	Q	183,576	Q	135,673
Local suppliers		163,052		337,729
	Q	346,628	Q	473,402

The due dates for accounts payable extend up to 60 days from the corresponding documents or invoices’ issue dates, are not subject to any discount for early payment and do not generate interest; local suppliers are payable in the functional currency of the financial statements and foreign suppliers, in US Dollars.

15.Other accounts payable

		At December 31
		2020		2019
Value added tax	Q	74,361	Q	12,116
Fines and interest provision (note 24)		9,305		-
Withholding tax payable		7,374		9,275
Other current liabilities		68,946		26,116
	Q	159,986	Q	47,507

The other accounts payable do not generate interest, are not subject to any discount for early payment, have a normal due date of 60 days after the invoice date and are payable in the functional currency of the financial statements.

16.Contract liabilities

		At December 31
		2020		2019
Deferred revenue	Q	226,338	Q	212,518
Contract liabilities		6,402		3,931
	Q	232,740	Q	216,449

50

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

A summary of the annual movement of the contract liabilities account is shown below:

		At December 31
		2020		2019
Balances at the beginning of the year	Q	216,449	Q	180,184
New contract liabilities		2,471		1,341
Deferred revenue during year		4,997,836		4,023,745
Recognized in profit and loss		(4,984,016)		(3,988,821)
Balance at year end	Q	232,740	Q	216,449

17.Provisions

The provisions for long-term retirement of assets are comprised at December 31 as follows:

		2020		2019		2018
Balance at beginning of year	Q	279,190	Q	247,872	Q	258,900
Addition of new sites (note 11)		180		252		374
Sites retired		(588)		(2,723)		(1,252)
Interest		2,301		-		1,949
Increase (decrease) in the provision for rate change		19,730		27,328		(12,099)
IRU provision		(6,461)		6,461		-
Balance at end of year	Q	294,352	Q	279,190	Q	247,872

51

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

The provision for asset retirement is created when the Company signs a lease contract for a property where the cell site will be installed, if the contract specifies that the property has to be subsequently returned as it was initially delivered to the Company.

In determining the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and remove the equipment from the site and the expected timing of those costs. The Company estimates that the costs will be realized during 15 years’ time, the related contract term, and calculates the provision using the discounted free cash flows method using a discount rate of 9.79% (2019: 7.48%).

18.Equity

18.1    Issue capital

The capital at December 31, 2020 and 2019 was comprised of 500 common shares with a nominal value of Q50 each, equivalent to Q25,000. These shares are fully subscribed and paid.

18.2    Legal reserve

Upon articles 36 and 37 of the Commerce Code of Guatemala and its reforms by decree 18-2017, every corporation must annually separate five per cent (5%) of the net income of each year to increase the legal reserve. This reserve cannot be distributed in any way among the shareholders, until the liquidation of the corporation. However, it can convert the excess amount into capital when it exceeds the fifteen per cent (15%) of the capital at the closing of the immediately preceding year, without prejudice of continue reserving the annual five per cent (5%) previously mentioned.

18.3    Dividends declared

During the years ended on December 31, 2020, 2019 and 2018, the Company declared dividends amounting to Q2,647,874 (including Q132,394 that were withheld from the shareholders as income tax); Q2,277,339 (including Q113,867 that were withheld from shareholders as income tax), and Q2,298,671 (including Q114,934 that were withheld from shareholders as income tax) equivalent to Q5,296, Q4,555 and Q4,597 per share, respectively. From the declared dividends in 2020, Q2,484,423 were compensated with accounts receivable from related parties and Q31,057 paid in cash (in 2019, Q2,163,472 were compensated with accounts receivable from related parties and in 2018, Q1,913,506 were compensated with accounts receivable from related parties and Q270,231 paid in cash).

18.4    Other components of the equity

18.4.1    Shared-based incentive plan

There are two types of plans applicable to Comcel sponsored by Millicom International Cellular, S.A., a deferred share plan and a future performance share plan.

These long-term incentives awards consist of a three-year deferred award plan and a performance share award plan. All issued shares are shares of Millicom International Cellular, S.A. (or MIC SA - one of the ultimate shareholders of the Company), and not of the Company itself, the cost of which is registered as an employee benefit in profit and losses with a credit to an equity reserve.

The fair value of equity-settled shares granted is estimated at the date of the grant using the market prices of MIC shares on that date.

52

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

For the deferred share plan, participants are granted shares based on past performance with 16.5% of the shares vesting on January 1 of each year 1 and 2, and the remaining 67% on January 1 of the third year. The vesting is conditional to the participant remaining employed by Comcel at each vesting date.

Under the performance share plan, shares granted vest at the end of the term of three years, subject to performance conditions, 62.5% based on the absolute total shareholder return (TSR) and 37.5% based on actual versus budgeted EBITDA – CAPEX – Changes on the working capital (“Free cash flow”). As the TSR represents a market condition, the fair value of the shares in the performance share plan share plan requires consideration of potential adjustments for future market-based conditions grant date.

For that, a specific valuation has been made at grant date on the probability of TSR being met (and to which extent) and the expected pay-out based upon leaving conditions.

The free cash flow (FCF) condition is a non-market measure, which has been considered jointly with the estimation of exit and is initially based on a probability of achievement of 100%. The reference share price for the 2020 Performance Share Plan is the same price per share as the deferred share plan.

According to IFRS 2 requirements, during the years ended on December 31, 2020, 2019 and 2018, the Company recognized in profit and loss Q804, Q969, and Q3,552 (note 21), respectively, related to the compensation to employees based on shares, with a credit to the equity account “other components of equity”.

19.Income tax

The Company is subject to income tax and, thus, annually prepares and submits its corresponding income tax return to the tax authorities. For the fiscal years ended on December 31, 2020, 2019 and 2018, the Company adopted the optional simplified tax regime based on gross revenues (Régimen Opcional Simplificado sobre Ingresos de Actividades Lucrativas) for determining their current income tax expense, which is based on a 5% rate over the first Q30 on a monthly basis, of gross revenue, and 7% for gross revenues in excess of said amount. Additionally, computed capital income and capital gains are taxed at the rate of 10%.

The principal components of expense for income tax for the years ended December 31:

		2020		2019		2018
Current tax
Income tax	Q	541,476	Q	531,256	Q	501,040
Deferred income tax
Recognition and reversion of temporary differences		(1,465)		4,099		7,636
Income tax provision
Withholding income tax on dividends (note 24)		46,971		-		-
Income tax reported in the statement of comprehensive income	Q	586,982	Q	535,355	Q	508,676

53

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

The calculation of current income tax for the years ended December 31, calculated using the optional simplified tax regime based on gross revenues, is presented below:

		2020		2019		2018
Revenues	Q	7,971,381	Q	7,933,506	Q	7,506,053
Adjustments to reconcile accounting revenue to tax-based revenue:
Sales commissions		(289,750)		(293,060)		(283,463)
Taxable exchange gains		6,176		8,636		3,291
Deferred revenue		16,292		36,266		(72,527)
Accrued income		4,642		(85,948)		(11,382)
Other, net		26,733		(9,932)		15,845
Gross income		7,735,474		7,589,468		7,157,817
Income tax limit		(360)		(360)		(360)
Tax profit of the year		7,735,114		7,589,108		7,157,457
Income tax rate		7%		7%		7%
current income tax Sub-total		541,458		531,238		501,022
Fixed amount over the surplus of Q30		18		18		18
Current income tax	Q	541,476	Q	531,256	Q	501,040

The annual movement of the current income tax liability for the years ended December 31:    

		2020		2019		2018
Income tax payable at beginning of year	Q	48,394	Q	44,260	Q	54,211
Current income tax expense		541,476		531,256		501,040
Less income tax paid during year		(539,199)		(527,122)		(510,991)
Stamp tax provision		46,971		-		-
Income tax payable at end of year	Q	97,642	Q	48,394	Q	44,260

Income tax returns for the fiscal years ended on December 31, 2017, 2018, 2019 and 2020 might be reviewed by tax authorities. According the Tax Code, the right of the fiscal authorities to revise the income tax returns expires after 4 years counted from the date in which the return was submitted.

54

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

The determination of the effective rate was for the years ended December 31:

		2020		2019		2018
Revenues	Q	7,971,381	Q	7,933,506	Q	7,506,053
Current income tax rate		7%		7%		7%
Subtotal		557,997		555,345		525,424
Sales commissions		(20,283)		(20,514)		(19,842)
Taxable exchange gains		432		605		230
Other		1,865		(81)		2,864
Stamp tax provision		46,971		-		-
Income tax (effective rate of 7.36%; 6.75%; 6.78%)	Q	586,982	Q	535,355	Q	508,676

55

The components of deferred income tax assets and liabilities are shown below:

		Statement of financial position						Statement of Comprehensive Income
		December 31						Year ended on December 31
		2020		2019		2018		2020		2019		2018
Deferred income tax assets:
Deferred revenue	Q	16,292	Q	15,151	Q	12,613	Q	(1,141)	Q	2,538	Q	4,895
Total deferred income tax assets		16,292		15,151		12,613		(1,141)		2,538		4,895
Deferred income tax liability:
Laptops revenue		(42)		(72)		(150)		30		78		116
Contract assets		(22,710)		(25,271)		(21,999)		2,561		(3,272)		1,841
Accrued income		(12,130)		(9,863)		(6,420)		(2,267)		(3,443)		784
Total liabilities for deferred income tax		(34,882)		(35,206)		(28,569)		324		(6,637)		2,741
Income tax (benefit) loss		-		-		-	Q	(1,465)	Q	(4,099)	Q	7,636
Deferred income tax, net	Q	(18,590)	Q	(20,055)	Q	(15,956)

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

The annual rollforward of deferred income taxes, net is presented below:

		2020		2019		2018
Net deferred income tax (liabilities) assets at the beginning of the year	Q	(20,055)	Q	(15,956)	Q	11,838
Tax income (expense) recognized in the statement of comprehensive income		1,465		(4,099)		(7,636)
Tax effect of the adoption of IFRS 15		-		-		(20,158)
Net deferred income tax liabilities at end of year	Q	(18,590)	Q	(20,055)	Q	(15,956)

At December 31, 2020, 2019 and 2018, the Company has no temporary deductible differences, tax losses or credits for which it has not recognized a deferred income tax asset in its statement of financial position.

There is no potential consequence for the Company related with the income tax that could affect the declaration or payment of dividends to its shareholders at December 31, 2020 and 2019.

During the period, the Company recorded a provision of income tax related to a contingence to the Stamps and Special Sealed Paper for Protocols for the payment of dividends through coupons for Q46,971 (note 24) plus fines and interest (note 22)

20.Cost of sales

The costs at December 31, are presented below:

		2020		2019		2018
Airtime	Q	541,657	Q	558,076	Q	506,426
Telephones and accessories		536,304		673,659		566,077
Estimate of expected credit losses (note 7)		66,534		68,835		44,179
Contract assets impairment (note 7)		63,507		55,049		661
Other costs		12,359		16,197		13,991
Advertising costs		798		1,490		-
	Q	1,221,159	Q	1,373,306	Q	1,131,334

57

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

21.Operating expenses

A summary of the operating expenses for the year ended December 31, is presented below:

		2020		2019		2018
Depreciation and amortization (notes 10 and 11)	Q	1,054,764	Q	991,047	Q	1,011,006
Expenses related to network sites		552,078		519,795		569,455
Expenses by subcontracted personnel (note 21.1)		481,582		471,170		402,323
Commissions		399,109		403,460		374,469
General expenses		172,185		189,701		222,626
External services		132,191		119,452		128,060
Subsidies		48,627		73,560		79,108
Marketing expenses		32,675		33,445		25,400
Rental and leasing		2,874		5,047		17,065
Share-based incentive plans (note 18.4.1)		804		969		3,552
	Q	2,876,889	Q	2,807,646	Q	2,833,064

21.1    Expenses by subcontracted personnel

A summary of the subcontracted personnel expenses for the year ended December 31, is presented below:

		2020		2019		2018
Personnel costs (note 8)	Q	434,522	Q	425,127	Q	368,238
Travel and accommodation expenses		39,697		38,839		23,784
Training and recruitment		5,000		4,892		8,885
Insurance		2,363		2,312		1,416
	Q	481,582	Q	471,170	Q	402,323

58

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

22.Other expenses

A summary of other expenses for the year ended December 31, is presented below:

		2020		2019		2018
Other expenses (a)	Q	9,799	Q	319	Q	312
Net loss on disposal on property, plant and equipment and intangibles (b)		17,764		19,747		43,932
	Q	27,563	Q	20,066	Q	44,244

(a)Includes Q9,305 related to fines and interest (note 24)

(b)The cash received for the sale of property, plant and equipment and intangible assets in 2020 and 2019 was Q1,221 and Q760, respectively.

23.Financial income and expenses

23.1    Financial income

A summary of the financial income for the year ended December 31, is presented below:

		2020		2019		2018
Financial interest	Q	139,666	Q	180,991	Q	127,171
Unrealized currency exchange differences		8,867		87,302		267,499
Realized currency exchange differences		6,363		-		78,336
	Q	154,896	Q	268,293	Q	473,006

23.2    Financial expenses

A summary of the financial expenses for the year ended December 31, is presented below:

		2020		2019		2018
Interest (bonds and bank loan) (a)	Q	647,729	Q	461,584	Q	443,237
Unrealized currency exchange differences		62,841		131,411		435,753
Lease interest		106,237		103,672		-
Bank charges		12,437		12,708		8,743
Realized currency exchange differences		-		6,178		18,408
	Q	829,244	Q	715,553	Q	906,141

(a)Includes Q142.7 million related to redemption premium to prepayment of Credit Suisse loan.

59

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

24.Contingencies and litigations

At the date of issuance of these financial statements, Management has become aware of the following contingencies and litigations:

•For the tax periods of 2005 and 2006, the Superintendence of Fiscal Administration initiated a process against Comcel for the omission of the withholding of income taxes to non-residents for a total of Q13,093 plus fines and interest. The likelihood of loss according to the Company’s legal advisors is remote.

•During the tax period of 2007, the Superintendence of Fiscal Administration initiated a process against Comcel for the omission of the withholding of income taxes to non-residents for a total of Q11,930 plus fines and interests. The likelihood of loss according to the Company’s legal specialists is remote.

•The Superintendence of Fiscal Administration has considered adjustments to the tax of Fiscal Stamps and Special Sealed Paper for Protocols for the payment of dividends through coupons for Q46,971, plus fines and interest (Q9,305). The likelihood of loss according to legal specialists is probable; therefore, the Company accrued principal, fines and interest over this contingency for a total of Q56,276 in 2020.

Except for the provision according to the previous paragraph, the Company has not recognized provisions to cover any potential disbursements derived from these litigations at December 31, 2020 and 2019. For all other litigations the Company considers that it has sufficient basis to obtain a positive result in these processes and no cash disbursements will be necessary.

Between 2017 and 2019, the International Commission Against Impunity in Guatemala (“CICIG”), and Guatemalan prosecutors have pursued investigations that have included the country´s telecommunications sector and Comcel. On September 3, 2019, the CICIG´s activities in Guatemala were discontinued, after the Guatemalan government did not renew the CICIG’s mandate.  As at December 31, 2020, Management has not been able to assess the potential impact of such matter, if any, on these financial statements of any remedial actions that may need to be taken as a result of the investigations, or penalties that maybe imposed by law enforcement authorities. Accordingly, no provision has been recorded as of December 31, 2020.

25.Financial instruments risk management and objectives

The principal financial liabilities of the Company include accounts payable, accounts payable to related parties, accrued interest and loans. The primary purpose of these financial liabilities is to finance the operations of the Company. The Company’s principal financial assets include, cash, accounts receivable, accounts receivable from related parties and other financial assets.

The principal risks that could have an effect of relative importance over these financial instruments are the market risk, liquidity risk and credit risk. The Company with Management support and the Board of Directors, controls and manages these risks.

The Board of Directors revises and agrees the policies for the Management of these risks, which are summarized below:

60

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

•Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as consequence of changes of the market prices. The market risk includes: the risk of interest rate, the foreign currency risk and other price risks such as equity price and commodity risk.

Management considers that the Company is exposed to the interest rate risk and the foreign currency (exchange rate) risk.

•Interest rate risk

The interest rate risk is the risk that the fair value of future flows of cash of a financial instrument will fluctuate as a consequence of the changes of the rates in the market interest. The exposure of the Company to such risk basically refers to the long-term obligations with variable interest rate.

The Company eliminated the exposure of this market risk when contracting loans at a fixed rate (see Note 13).

•Exchange rate risk

The exchange rate risk represents the risk that the fair value of the future cash flows of financial instruments will fluctuate as a consequence of changes in the exchange rates of foreign currency. The exposure of the Company to the risk of changes in the foreign exchange rate is related mainly to its operating activities, i.e., when its revenues or expenses are reported in a different currency than the Company’s local currency.

At December 31, 2020 and 2019, the foreign reference exchange rates are established by the Central Bank of Guatemala, based on the market rates and demand. At December 31, 2020 and 2019, the reference exchange rates were of Q7.79382 and Q7.69884 per US$1.00, respectively. At March 4, 2021, date in which the Management of the Company approved the financial statements, the exchange rate was for Q 7.71007 per US$1.00.

The risk of exchange rate depends on the net financial position in foreign currency at the date of the financial statements. On the next table is a summary of the financial assets and liabilities denominated in foreign currency in US$ 000.

		December 31
		2020		2019
Financial assets:
Cash (Note 6)	US$	94,812	US$	101,137
Accounts receivable (Note 7)		7,844		210
Accounts receivable to related parties (Note 8)		413,339		654,076
		515,995		755,423
Financial liabilities:
Accounts payable (Note 14)		(23,554)		(17,623)
Accounts payable to related parties (Note 8)		(356,578)		(4,029)
Loans (Note 13)		-		(790,616)
		(380,132)		(812,268)
Net position in foreign currency	US$	135,863	US$	(56,845)

61

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

Sensitivity analysis

The effect of change in the exchange rates of +1.2% / -1.2% in 2020 (+ 0.5% / -0.5% in 2019) over assets and liabilities denominated in foreign currency at December 31, 2020 and 2019, assuming the remaining variations are kept constant, would result in the recognition of a foreign exchange rate profit or loss of Q1,676 in 2020 (Q392 in 2019).

Credit risk

Credit risk is the risk that arises from the possibility that a counterparty is unable to comply with its obligation, which results in a financial loss for the Company. The Company is exposed to the risk of credit of the operating activities (mainly, accounts receivable, accounts receivable from related parties and other financial instruments) and financial activities, including deposits with banks and financial institutions.

The Company’s management does not believe there are significant risks of non-performance by these counterparties. The Company’s management has taken steps to diversify the banks with whom the Company operates and is managing the allocation of deposits across banks so that the Company’s counterparty risk with a given bank stays within limits which have been set based on each bank credit rating to avoid any significant exposure to a specific party.

A large portion of revenues comprises prepaid airtime. For customers for whom telecom services are not prepaid, the Company follows risk control procedures to assess the credit quality of the customer, considering its financial position, past experience and other factors.

Accounts receivable are mainly derived from balances due from other telecom operators or commercial customers. Credit checks are being performed for commercial customers. The Company maintains an allowance for impairment of accounts receivable based on the expected credit loss of all accounts receivable.

As the Company has a number of dispersed customers, there is no significant concentration of credit risk with respect to accounts receivable.

The maximum exposure to credit risk at the date of the financial statements is the carrying value for each class of financial asset.

Liquidity risk

The liquidity risk is the risk in which an entity finds difficulty to comply with the obligations associated with financial liabilities to be liquidated through the delivery of cash or another financial asset. The Company provides daily follow-up to its liquidity position, maintaining liquid assets higher than liquid liabilities, considering the expected conversion to cash of its financial assets, and completes periodical projections of cash flows with the purpose of proactively managing its cash flows.

The following chart summarizes the maturity of the financial liabilities of the Company:

62

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

		Current		From 3 to 12 months		More than 1 year and less than 5 years		More than 5 years and less than 10 years		Total
At December 31, 2020:
Current liabilities
Accounts payable	Q	159,449	Q	187,179	Q	-	Q	-	Q	346,628
Accounts payable to related parties		-		2,697,512		546,285		-		3,243,797
Accrued interest		-		9,103		-		-		9,103
Lease liabilities (undiscounted)		45,501		222,721		-		-		268,222
Non-current liabilities
Loans		-		119,207		2,129,842		303,935		2,552,984
Lease liabilities (undiscounted)		-		-		955,218		375,128		1,330,346
	Q	204,950	Q	3,235,722	Q	3,631,345	Q	679,063	Q	7,751,080

		Current		From 3 to 12 months		More than 1 year and less than 5 years		More than 5 years and less than 10 years		Total
At December 31, 2019:
Current liabilities
Accounts payable	Q	217,765	Q	255,637	Q	-	Q	-	Q	473,402
Accounts payable to related parties		-		379,511		-		-		379,511
Accrued interest		-		180,324		-		-		180,324
Lease liabilities (undiscounted)		65,477		168,518		-		-		233,995
Other accounts payable		20,428		27,079		-		-		47,507
Non-current liabilities
Loans		-		-		6,261,144		-		6,261,144
Lease liabilities (undiscounted)		-		-		818,229		758,895		1,577,124
	Q	303,670	Q	1,011,069	Q	7,079,373	Q	758,895	Q	9,153,007

26.    Capital management

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit ratio and healthy capital ratios to support its business and maximize profits.

The Company manages its capital structure and timely requests any adjustments by its shareholders to the extent necessary due to changes in economic conditions. To maintain or adjust the capital structure, the Company may request shareholders to adjust previously agreed dividends, capital returns, or increase capital contributions if necessary.

63

Comunicaciones Celulares, S.A.

Notes to financial statements

As of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

(Expressed in thousands of Quetzals)

27.    Financial instruments – information about fair values

The primary financial instruments of the Company consist of cash and accounts receivable, accounts receivable form related parties, other financial assets, accounts payable, accounts payable from related parties, accrued interest and loans.

The fair value of all financial assets and all financial liabilities, except for debt and financing, approximate their carrying value largely due to the short-term maturities of these instruments. The fair values of other debt and financing have been estimated by the Company’s management based on discounted future cash flows at market interest rates (level 2).

Below is a comparison of the debt’s carrying amount and the fair value at December 31:

	Carrying value				Fair value
		2020		2019		2020		2019
Loans	Q	1,941,820	Q	6,261,144	Q	1,882,732	Q	6,067,086

Fair value estimates are made on the date of the financial statements, based on relevant market information and on information related to the financial instruments.

The nature of these estimates is subjective and involves uncertain aspects and Management’s judgment, therefore these amounts are not determined with absolute precision. Consequently, should there be changes in the assumptions on which these estimates are based they could differ from the final results.

28.    Events after the date of the financial position statement

The Company has no knowledge of any subsequent events since December 31, 2020 and up to the date of approval of these financial statements that might have an impact or might require additional disclosures to them.

****

64

XML

Cover	12 Months Ended
	Dec. 31, 2020 shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-38763
Entity Registrant Name	MILLICOM INTERNATIONAL CELLULAR SA
Entity Incorporation, State or Country Code	N4
Entity Address, Address Line One	2, Rue du Fort Bourbon
Entity Address, Postal Zip Code	-1249
Entity Address, City or Town	Luxembourg
Entity Address, Country	LU
Title of 12(b) Security	Common Stock, par value $1.50 per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	101,739,217
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Document Accounting Standard	International Financial Reporting Standards
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
No Trading Symbol Flag	true
Entity Central Index Key	0000912958
Amendment Flag	false
Business Contact
Document Information [Line Items]
Contact Personnel Name	Mauricio Ramos
Entity Address, Address Line One	2, Rue du Fort Bourbon
Entity Address, Postal Zip Code	-1249
Entity Address, City or Town	Luxembourg
Entity Address, Country	LU
City Area Code	352
Local Phone Number	277-59018; +1 786 628 5270; +1 786 628 5303
Contact Personnel Email Address	investors@millicom.com

XML

Consolidated statement of income - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Profit or loss [abstract]
Revenue		$ 4,171	$ 4,336	$ 3,946	[1]
Cost of sales		(1,171)	(1,201)	(1,117)	[1]
Gross profit		3,000	3,135	2,829	[1]
Operating expenses		(1,505)	(1,604)	(1,616)	[1]
Depreciation		(890)	(825)	(662)	[1]
Amortization		(318)	(275)	(140)	[1]
Share of profit in the joint ventures in Guatemala and Honduras		171	179	154	[1]
Other operating income (expenses), net		(12)	(34)	75	[1]
Operating profit		446	575	640	[1]
Interest and other financial expenses		(624)	(564)	(367)	[1]
Interest and other financial income		13	20	21	[1]
Other non-operating (expenses) income, net		(106)	227	(39)	[1]
Profit (loss) from other joint ventures and associates, net		(1)	(40)	(136)	[1]
Profit (loss) before taxes from continuing operations		(271)	218	119	[1]
Tax (charge) credit, net		(102)	(120)	(112)	[1]
Profit (loss) from continuing operations		(373)	97	7	[1]
Profit (loss) from discontinued operations, net of tax		(12)	57	(33)	[1]
Net profit (loss) for the period		(385)	154	(26)	[2]
Net profit (loss) for the year Attributable to:
Owners of the Company		(344)	149	(10)	[1]
Non-controlling interests		$ (41)	$ 5	$ (16)	[1]
Basic and diluted (US$ per common share) (ii)
— from continuing operations (usd per share)	[3]	$ (3.28)	$ 0.92	$ 0.23	[1]
— from discontinued operations (usd per share)	[3]	(0.12)	0.56	(0.33)	[1]
— total (usd per share)	[3]	$ (3.40)	$ 1.48	$ (0.10)	[1]

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[3] There are no dilutive potential ordinary shares

XML

Consolidated statement of comprehensive income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	[1]
Statement of comprehensive income [abstract]
Profit (loss)	$ (385)	$ 154	$ (26)
Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax:
Exchange differences on translating foreign operations	(19)	(4)	(81)
Change in value of cash flow hedges, net of tax effects	(1)	(16)	(1)
Other comprehensive income (not to be reclassified to the statement of income in subsequent periods), net of tax:
Remeasurements of post-employment benefit obligations, net of tax effects	(2)	0	0
Total comprehensive income (loss) for the period	(407)	133	(108)
Attributable to
Owners of the Company	(360)	131	(78)
Non-controlling interests	(48)	3	(30)
Total comprehensive income for the period arises from:
Continuing operations	(395)	76	(102)
Discontinued operations	$ (12)	$ 57	$ (7)

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

XML

Consolidated statement of financial position - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	[1]
NON-CURRENT ASSETS
Intangible assets, net	$ 3,403	$ 3,195
Property, plant and equipment, net	2,755	2,899
Right of use assets	895	1,012
Investments in joint ventures	2,642	2,797
Investments in associates	24	25
Contract costs, net	5	5
Deferred tax assets	197	200
Derivative financial instruments	27	0
Amounts due from non-controlling interests, associates and joint ventures	90	39
Other non-current assets	77	66
TOTAL NON-CURRENT ASSETS	10,114	10,238
CURRENT ASSETS
Inventories	37	32
Trade receivables, net	351	371
Contract assets, net	31	41
Amounts due from non-controlling interests, associates and joint ventures	206	29
Prepayments and accrued income	149	156
Current income tax assets	96	119
Supplier advances for capital expenditure	21	22
Equity investments	160	371
Other current assets	181	192
Restricted cash	199	155
Cash and cash equivalents	875	1,164
TOTAL CURRENT ASSETS	2,307	2,652
Assets held for sale	1	5
TOTAL ASSETS	12,422	12,895
EQUITY
Share capital and premium	630	633
Treasury shares	(30)	(51)
Other reserves	(562)	(544)
Retained profits	2,365	2,222
Profit (loss) for the period attributable to equity holders	(344)	149
Equity attributable to owners of the Company	2,059	2,410
Non-controlling interests	215	271
TOTAL EQUITY	2,274	2,680
NON-CURRENT LIABILITIES
Debt and financing	5,578	5,786
Lease liabilities (non-current)	897	988
Derivative financial instruments	14	17
Amounts due to non-controlling interests, associates and joint ventures	29	337
Payables and accruals for capital expenditure	485	61
Provisions and other non-current liabilities	328	322
Deferred tax liabilities	209	285
TOTAL NON-CURRENT LIABILITIES	7,540	7,797
CURRENT LIABILITIES
Debt and financing	113	186
Lease liabilities	123	107
Put option liability	262	264
Derivative financial instruments	1	0
Payables and accruals for capital expenditure	345	348
Other trade payables	334	289
Amounts due to non-controlling interests, associates and joint ventures	311	161
Accrued interest and other expenses	445	432
Current income tax liabilities	71	75
Contract liabilities	90	82
Provisions and other current liabilities	511	474
TOTAL CURRENT LIABILITIES	2,608	2,417
Liabilities directly associated with assets held for sale	0	0
TOTAL LIABILITIES	10,148	10,215
TOTAL EQUITY AND LIABILITIES	$ 12,422	$ 12,895

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

XML

Consolidated statement of cash flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020		Dec. 31, 2019		Dec. 31, 2018
Cash flows from operating activities (including discontinued operations)
Profit (loss) before taxes from continuing operations	$ (271)		$ 218		$ 119	[1]
Profit (loss) before taxes from discontinued operations	(12)		59		(29)	[2]
Profit (loss) before taxes	(283)		276		91	[2]
Adjustments to reconcile to net cash:
Interest expense on leases	156		157		91	[2]
Interest expense on debt and other financing	468		408		282	[2]
Interest and other financial income	(13)		(20)		(21)	[2]
Adjustments for non-cash items:
Depreciation and amortization	1,208		1,111		830	[2]
Share of net profit in Guatemala and Honduras joint ventures	(171)		(179)		(154)	[1]
(Gain) on disposal and impairment of assets, net	20		(40)		(37)	[2]
Share based compensation	24		30		22	[2]
Transaction costs assumed by Cable Onda	0		0		30	[2]
Loss from other joint ventures and associates, net	1		40		136	[1]
Other non-cash non-operating (income) expenses, net	106		(227)		40	[2]
Changes in working capital:
Decrease (increase) in trade receivables, prepayments and other current assets, net	(43)		(119)		(128)	[2]
Decrease (increase) in inventories	(6)		11		2	[2]
Increase (decrease) in trade and other payables, net	40		(61)		69	[2]
Increase (decrease) in contract assets, liabilities and costs, net	8		(2)		(9)	[2]
Total changes in working capital	(2)		(172)		(66)	[2]
Interest paid on leases	(151)		(141)		(89)	[2]
Interest paid on debt and other financing	(411)		(344)		(229)	[2]
Interest received	11		15		20	[2]
Taxes paid	(142)		(114)		(153)	[2]
Net cash provided by operating activities	821		801		792	[2]
Cash flows from (used in) investing activities (including discontinued operations):
Acquisition of subsidiaries, joint ventures and associates, net of cash acquired	10		(1,014)		(953)	[2]
Proceeds from disposal of subsidiaries and associates, net of cash disposed	10		111		176	[2]
Purchase of intangible assets and licenses	(202)		(171)		(148)	[2]
Purchase of property, plant and equipment	(622)		(736)		(632)	[2]
Proceeds from sale of property, plant and equipment	9		24		154	[2]
Proceeds from disposal of equity investments, net of costs	197		25		0	[2]
Dividends and dividend advances received from joint ventures	71		237		243	[2]
Settlement of financial derivative instruments	0		0		(63)	[2]
Cash (used in) provided by other investing activities, net	32		20		24	[2]
Net cash used in investing activities	(495)		(1,502)		(1,199)	[2]
Cash flows from financing activities (including discontinued operations):
Proceeds from debt and other financing	1,470		2,900		1,155	[2]
Repayment of debt and other financing	(1,744)		(1,157)		(530)	[2]
Loan advance to joint venture for repayment of debt	(193)		0		0	[2]
Lease capital repayment	(116)		(107)		(17)	[2]
Advances and dividends paid to non-controlling interests	(5)		(13)		(2)	[2]
Share repurchase program	(10)		0		0	[2]
Dividends paid to owners of the Company	0		(268)		(266)	[2]
Net cash provided by (used in) financing activities	(598)		1,355		341	[2]
Exchange impact on cash and cash equivalents, net	(17)		(8)		(33)	[2]
Net (decrease) increase in cash and cash equivalents	(289)		645		(98)	[2]
Cash and cash equivalents, beginning balance	1,164	[3]	528	[2]	619	[2]
Effect of cash in disposal group held for sale	0		(9)		6	[2]
Cash and cash equivalents, ending balance	$ 875		$ 1,164	[3]	$ 528	[2]

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[3] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

XML

Consolidated statement of changes in equity - USD ($) $ in Millions		Total		Total	Share capital		Share premium (i)	[1]	Treasury shares		Retained profits	[2]	Other reserves	[3]	Non- controlling interests
Number of shares, beginning of period (in shares)					101,739,000				(1,195,000)
Number of shares, beginning of period (in shares)					101,739,000				(914,000)
Equity, beginning of period at Dec. 31, 2017		$ 3,281		$ 3,096	$ 153	[1]	$ 484		$ (106)		$ 3,035		$ (472)		$ 185
Comprehensive income		(108)	[4]	(78)							(10)		(68)		(30)
Dividends	[5]	(266)		(266)							(266)
Dividends to non controlling interests		(13)													(13)
Purchase of treasury shares (in shares)									(70,000)
Purchase of treasury shares		(6)		(6)					$ (6)
Share-based compensation	[6]	22		22									22
Issuance of shares under share-based payment schemes (in shares)									351,000
Issuance of shares under share-based payment schemes		2		2			(2)		$ 31		(5)		(22)
Effect of acquisition of Cable Onda	[7]	113													113
Put option reserve	[7]	(239)		(239)							(239)
Number of shares, end of period (in shares) at Dec. 31, 2018					101,739,000				(914,000)
Equity, end of period at Dec. 31, 2018		2,792		2,542	$ 153	[1]	482		$ (81)		2,525		(538)		251
Number of shares, beginning of period (in shares)					101,739,000				(914,000)
Statutory reserves unavailable for distribution		324
Number of shares, beginning of period (in shares)					101,739,000				(581,000)
Comprehensive income		133		131							149		(19)		3
Dividends	[5]	(267)		(267)							(267)
Dividends to non controlling interests		$ (1)													(1)
Purchase of treasury shares (in shares)		(132,162)							(132,000)
Purchase of treasury shares		$ (8)		(8)					$ (12)
Share-based compensation	[6]	30		29									29		1
Issuance of shares under share-based payment schemes (in shares)									465,000
Issuance of shares under share-based payment schemes		1		1			(2)		$ 41		(12)		(25)
Effect of restructuring in Tanzania	[8]	0		(18)							(27)		9		18
Number of shares, end of period (in shares) at Dec. 31, 2019					101,739,000				(581,000)
Equity, end of period at Dec. 31, 2019		2,680	[9]	2,409	$ 153	[1]	480		$ (51)		2,372		(544)		271
Number of shares, beginning of period (in shares)					101,739,000				(581,000)
Statutory reserves unavailable for distribution		306
Number of shares, beginning of period (in shares)					101,739,000				(526,000)
Comprehensive income		(407)		(360)							(344)		(15)		(48)
Dividends to non controlling interests		$ (8)													(8)
Purchase of treasury shares (in shares)		350,000							(467,000)	[10]
Purchase of treasury shares	[10]	$ (16)		(16)					$ (19)		3
Share-based compensation	[6]	24		24									24
Issuance of shares under share-based payment schemes (in shares)									521,000
Issuance of shares under share-based payment schemes		1		1			(2)		$ 40		(11)		(26)
Number of shares, end of period (in shares) at Dec. 31, 2020					101,739,000				(526,000)
Equity, end of period at Dec. 31, 2020		$ 2,274		$ 2,059	$ 153	[1]	$ 478		$ (30)		$ 2,020		$ (562)		$ 215
Number of shares withheld (in shares)		117,000
Number of shares, beginning of period (in shares)					101,739,000				(526,000)
Statutory reserves unavailable for distribution		$ 310

[1] Share capital and share premium – see note C.1.

[2] Retained profits – includes profit for the year attributable to equity holders, of which $310 million (2019: $306 million; 2018: $324 million) are not distributable to equity holders.

[3] Other reserves – see note C.1.

[4] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[5] Dividends – see note C.2.

[6] Share-based compensation – see note C.1.

[7] A.1.2.(vii)Effect of the acquisition of Cable Onda S.A. See notes A.1.2. and C.7.4. for further details.

[8] Effect of the restructuring in Tanzania A.1.2.

[9] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[10] During the year ended December 31, 2020, Millicom repurchased 350,000 shares for a total amount of $10 million and withheld approximately 117,000 shares for settlement of tax obligations (2019: 132,162 ) on behalf of employees under share-based compensation plans.

XML

Introduction

12 Months Ended

Dec. 31, 2020

Disclosure of changes in accounting policies, accounting estimates and errors [Abstract]

Introduction

Introduction

Corporate Information

Millicom International Cellular S.A. (the “Company” or “MIC S.A.”), a Luxembourg Société Anonyme, and its subsidiaries, joint ventures and associates (the “Group” or “Millicom”) is an international telecommunications and media group providing digital lifestyle services in emerging markets, through mobile and fixed telephony, cable, broadband, Pay-TV in Latin America (Latam) and Africa.

The Company’s shares are traded as Swedish Depositary Receipts on the Stockholm stock exchange under the symbol TIGO SDB (formerly MIC SDB) and, since January 9, 2019, on the Nasdaq Stock Market in the U.S. under the ticker symbol TIGO. The Company has its registered office at 2, Rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Register of Commerce under the number RCS B 40 630.

On November 14, 2019, Millicom's historical principal shareholder, Kinnevik AB, distributed its entire (approximately 37% of Millicom's outstanding shares) shareholding in Millicom to its own shareholders through a share redemption plan. Since that date, Kinnevik is no longer a related party or shareholder in Millicom.

On March 9, 2021, the Board of Directors authorized these consolidated financial statements for issuance.

Business activities

Millicom operates its mobile businesses in Latin America (Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay), and in Africa (Ghana and Tanzania).

Millicom operates various cable and fixed line businesses in Latin America (Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay). Millicom also provides direct to home satellite service in most of its Latam countries.

On December 31, 2015, Millicom deconsolidated its operations in Guatemala and Honduras which are, since that date and for accounting purposes, under joint control. However, when preparing and disclosing its segment information, the Group includes Honduras and Guatemala in the Latin America (Latam) segment figures as if they are fully consolidated by the Group, as this reflects the way management reviews and uses internally reported information to make decisions (see note B.3. Segmental information).

Millicom holds investments in online/e-commerce businesses in several countries in a tower infrastructure company in Africa (Helios Towers), as well as other small minority investments in other businesses such as micro-insurance (Milvik).

COVID-19 - Qualitative and quantitative assessment on business activities, financial situation and economic performance

On March 11, 2020, the World Health Organization declared the coronavirus outbreak a pandemic. Most countries globally, including a majority of the countries where we operate, reacted by implementing severe restrictions on travel and public gatherings, including the closing of offices, businesses, schools, retail stores and other public venues, and by instituting curfews or quarantines. These restrictions, as well as the dangers posed by the virus, produced a significant reduction in mobility and a severe disruption in global economic activity, the effect of which was felt in our markets beginning in mid-March 2020.

Impact on our markets and business

Most governments in our markets implemented restrictions beginning in mid-March, and these were generally maintained throughout April, with some gradual relaxation of measures beginning in late May and June. According to data compiled by the University of Oxford, the lockdowns in the vast majority of our markets were among the most stringent in the world. As a result, many of our stores and distribution channels were forced to close temporarily and a majority of our markets experienced very sharp reductions in mobility during the second quarter. This produced an immediate and significant decline in our prepaid mobile business. Since then, most of the governments in the countries in which we operate have gradually eased these restrictions and we have seen a corresponding increase in the mobility of people. Our prepaid mobile business was affected much faster than postpaid, and recovery has also been significantly quicker.

COVID-19 - Qualitative and quantitative assessment on business activities, financial situation and economic performance (continued)

Impact of the crisis on accounting matters

As a consequence of this crisis, Millicom identified potential significant accounting implications in the following areas:

•Impairment of non-financial assets/goodwill/investments in joint ventures

As a result of this crisis, Millicom has noticed reduced economic activity across the countries where it operates, and its operations have been suffering lower revenues, EBITDA and margins, which might have indicated potential impairments.

In the second half of the year, our operations have shown encouraging signs of recovery and are actually over performing the forecasts used by management to carry out the impairment test as of June 30, 2020. The discount rates have also significantly decreased since the declaration of the outbreak and they have gradually returned to pre-pandemic levels. There were therefore no such indicators requiring management to carry out another impairment test for the second half of the year. With that said, in accordance with IFRS, management carried out its annual goodwill impairment test during the fourth quarter of 2020, using the Group's latest forecasts and again concluded that no impairment should be recorded in the Group Consolidated Financial Statements.

•Impairment of trade receivables

During Q2 2020, and as a result of worsening collections, the Group had recognised additional bad debt provisions for an amount of $32 million compared to the level of provisions recorded during Q1 2020 (pre-pandemic level) and $33 million compared to Q2 2019. However, collections have significantly improved during second half of 2020 and bad debt levels have returned to their pre-pandemic level comparing to Q1 2020. As of December 31, 2020, the total bad debt provisions cover close to 100% of the receivables overdue by more than 90 days.

•Revenue recognition

For countries restricted from disconnecting non paying customers at the beginning of the pandemic , such as El Salvador and Bolivia, the Group established a policy whereby operations stopped recognizing revenue after a certain number of invoices remained unpaid (usually 3 invoices - as these customers would be disconnected after 3 unpaid invoices in normal circumstances). The Group believed it was unlikely that it would collect the overdue invoiced amounts from these subscribers i.e. the 'Covid subscribers'. From that moment onwards after consideration of the guidance under IFRS 15.13, for 'Covid subscribers' the Group had only recognized revenue up to an amount equal to the consideration (cash) as and when received. Noteworthy, all our operations were finally allowed to apply free "lifeline" services for non-paying customers, with El Salvador and Bolivia being the latest to be able to apply it as from mid-2020.

As mentioned above, our markets and operations showed encouraging signs of recovery, and therefore any unrecognized revenue during second half of 2020 has been offset with the invoicing effect of prior unrecognized revenue. For the year ended December 31, 2020, the Group invoiced but unrecognized revenue amounts to $3.9 million.

IFRS Consolidated Financial Statements

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the IASB (IFRS). They are also compliant with International Financial Reporting Standards as adopted by the European Union. This is in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of July 19, 2002, on the application of international accounting standards for listed companies domiciled in the European Union.

The financial statements have been prepared on an historical cost basis, except for certain items including derivative financial instruments (measured at fair value) and financial instruments that contain obligations to purchase own equity instruments (measured at the present value of the redemption price).

This section contains the Group’s significant accounting policies that relate to the financial statements as a whole. Significant accounting policies specific to one note are included within that note. Accounting policies relating to non-material items are not included in these financial statements.

Consolidation

The consolidated financial statements of the Group comprise the financial statements of the Company and its subsidiaries as of December 31 of each year. The financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies.

All intra-group balances, transactions, income and expenses, and profits and losses resulting from intra-group transactions are eliminated.

Foreign currency

Financial information in these financial statements are shown in the US dollar presentation currency of the Group and rounded to the nearest million (US$ million) except where otherwise indicated. The financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The functional currency of each subsidiary, joint venture and associate reflects the economic substance of the underlying events and circumstances of these entities. Except for El Salvador where the functional currency is US dollar, the functional currency in other countries is the local currency.

The results and financial position of all Group entities (none of which operate in an economy with a hyperinflationary environment) with functional currency other than the US dollar presentation currency are translated into the presentation currency as follows:

(i)    Assets and liabilities are translated at the closing rate on the date of the statement of financial position;

(ii)    Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

(iii)    All resulting exchange differences are recognized as a separate component of equity (currency translation reserve), in the caption “Other reserves”.

On consolidation, exchange differences arising from the translation of net investments in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are recorded in equity. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.

Goodwill and fair value adjustments arising on acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

The following table presents functional currency translation rates for the Group’s locations to the US dollar on December 31, 2020, 2019 and 2018 and the average rates for the years ended December 31, 2020, 2019 and 2018.

Exchange Rates to the US Dollar	Functional Currency	2020 Year-end Rate	2019 Year-end Rate	Change %		2020 Average Rate	2019 Average Rate	Change %		2018 Average Rate
Bolivia	Boliviano (BOB)	6.91	6.91	—		6.91	6.91	—	%	6.91
Chad	CFA Franc (XAF)	n/a	n/a	n/a		n/a	n/a	n/a		571
Colombia	Peso (COP)	3,432.50	3,277	4.7	%	3,695	3,296	12.1	%	2,973
Costa Rica	Costa Rican Colon (CRC)	617.30	576	7.1	%	590	588	0.3	%	578
El Salvador	US dollar	n/a	n/a	n/a		n/a	n/a	n/a		n/a
Ghana	Cedi (GHS)	5.87	5.73	2.4	%	5.75	5.33	7.9	%	4.63
Guatemala	Quetzal (GTQ)	7.79	7.70	1.2	%	7.73	7.71	0.3	%	7.52
Honduras	Lempira (HNL)	24.20	24.72	(2.1)	%	24.65	24.59	0.2	%	23.99
Luxembourg	Euro (EUR)	0.82	0.89	(8.2)	%	0.87	0.89	(2.1)	%	0.85
Nicaragua	Cordoba (NIO)	34.82	33.84	2.9	%	34.34	33.12	3.7	%	31.55
Panama	Balboa (B/.) (i)	n/a	n/a	n/a		n/a	n/a	n/a		n/a
Paraguay	Guarani (PYG)	6,900.11	6,453	6.9	%	6,758	6,232	8.4	%	5,743
Sweden	Krona (SEK)	8.23	9.37	(12.1)	%	9.16	9.43	(2.9)	%	8.71
Tanzania	Shilling (TZS)	2,318.95	2,299	0.9	%	2,312	2,304	0.3	%	2,274
United Kingdom	Pound (GBP)	0.73	0.75	(3.0)	%	0.77	0.78	(1.2)	%	0.75

(i) the balboa is tied to the United States dollar at an exchange rate of 1:1.

New and amended IFRS accounting standards

The following changes to standards effective for annual periods starting on January 1, 2019 have been adopted by the Group:

IFRS 16 "Leases" primarily affects the accounting for the Group’s operating leases. The commitments for operating leases are now recognized as right of use assets and lease liabilities for future payments. As a result, on adoption, on January 1, 2019, an additional lease liability of $545 million has been recognized. The application of the new standard decreased operating expenses by $149 million, respectively, as compared to what our results would have been if we had continued to follow IAS 17 for year ended December 31, 2019. The impact of the adoption of the leasing standard and the new accounting policies are further explained below. The application of this standard also affects the Group’s depreciation, operating and financial expenses, debt and other financing, and leverage ratios see note C.3.. The change in presentation of operating lease expenses has resulted in a corresponding increase in cash flows derived from operating activities and a decline in cash flows from financing activities.

Below are details describing the impact of the adoption of IFRS 16 "Leases" on the Group’s financial statements. The amended accounting policies applied from January 1, 2019 are further disclosed in note C.4.

Explanation and effect of adoption of IFRS 16

The Group adopted the standard using the modified retrospective approach with the cumulative effect of applying the new Standard recognized in retained profits as of January 1, 2019. Its application had no significant impact on the Group's retained profits. Comparatives for the 2018 financial statements were not restated.

On adoption of IFRS 16, the Group recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2019.

The right-of-use asset was measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to the leases recognized in the statement of financial position immediately before the date of initial application.

The weighted average incremental borrowing rate applied to the lease liabilities on January 1, 2019 was 12.3%. Each lease commitment was individually discounted using a specific incremental borrowing rate, following a build-up approach including: risk-free rates, industry risk, country risk, credit risk at cash generating unit level, currency risk and commitment’s maturity.

For leases previously classified as finance leases Millicom recognized the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application. The measurement principles of IFRS 16 are only applied after that date.

$ millions	January 1, 2019
Operating lease commitments disclosed as at December 31, 2018	801
(Plus): Non lease components obligations	57
(Less): Short term leases recognized on a straight line basis as an expense	(3)
(Less): Low value leases recognized on a straight line basis as an expense	(2)
(Less): Contract included in the lease commitments but with starting date in 2019 and not part of the IFRS 16 opening balances	(17)
(Plus/Less): Other	(9)
Gross lease liabilities	828
Discounted using the lessee's incremental borrowing rate at the date of the initial application	(283)
Incremental lease liabilities recognized at January 1, 2019	545
(Plus): Finance lease liabilities recognized at December 31, 2018	353
Lease liabilities recognized at January 1, 2019	898
Of which are:
Current lease liabilities	86
Non-current lease liabilities	812

The application of IFRS 16 affected the following items in the statement of financial position on January 1, 2019:

FINANCIAL POSITION $ millions	As at January 1, 2019 before application	Effect of adoption of IFRS 16	As at January 1, 2019 after application	Reason for the change
ASSETS
Property, plant and equipment, net	3,071	(307)	2,764	(i)
Right-of-use asset (non-current) NEW	—	856	856	(ii)
Prepayments	129	(6)	123	(iii)
LIABILITIES
Lease liabilities (non-current) NEW	—	812	812	(iv)
Debt and other financing (non-current)	4,123	(337)	3,786	(v)
Lease liabilities (current) NEW	—	86	86	(iv)
Debt and other financing (current)	458	(16)	442	(v)
Other current liabilities	492	(2)	490	(vi)

(i)    Transfer of previously capitalized assets under finance leases to Right-of-Use assets.

(ii)    Initial recognition of Right-of-Use assets, transfer of previously recognized finance leases and of lease prepayments to the Right-of-Use asset cost at transition.

(iii)    Transfer of lease prepayments to the Right-of-Use asset cost at transition.

(iv)    Initial recognition of lease liabilities and transfer of previously recognized finance lease liabilities.

(v)    Transfer of previously recognized finance lease liabilities to new Lease liabilities accounts.

(vi)    Reclassification of provisions for onerous contracts to Right-of-Use assets.

The application of IFRS 16 has also impacted classifications within the statement of income, statement of cash flows, segment information and EPS for the period starting from January 1, 2019.

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

▪the use of a single discount rate to a portfolio of leases with reasonably similar characteristics

▪reliance on previous assessments on whether leases are onerous

▪the accounting for operating leases with a remaining lease term of less than 12 months as at January 1, 2019 as short-term leases

▪the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and

▪the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made when applying IAS 17 and IFRIC 4 Determining whether an Arrangement contains a Lease.

The following new or amended standards became applicable for the current reporting period and did not have any significant impact on the Group’s accounting policies or disclosures and did not require retrospective adjustments.

•Amendments to the conceptual framework. The IASB has revised its conceptual framework.

•Amendments to IAS 1, ‘Presentation of financial statements’, and IAS 8, ‘Accounting policies, changes in accounting estimates and errors’.

•Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform - Phase 1. This amendment provides certain reliefs in relation to interest rate benchmark reforms. The reliefs relate to hedge accounting and have the effect that the reforms should not generally cause hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement.

•Amendments to IFRS 3 - definition of a business. This amendment revises the definition of a business.

•Amendment to IFRS 16, 'Leases' - COVID 19 Rent Concessions - effective for annual periods starting on June 1, 2020. This amendment provides an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19 is a lease modification. Lessees can elect to account for such rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concession as variable lease payments in the period(s) in which the event or condition that triggers the reduced payment occurs.

The following changes to standards not yet effective are not expected to materially affect the Group:

•Amendments to IFRS 4 'Insurance contracts' (deferral of effective date of IFRS 9) - effective for annual periods starting on January 1, 2021- These amendments extend the effective date to apply IFRS 9 for insurance contracts to January 1, 2023 in order to align with the effective date of IFRS 7. These amendments will not have an impact for the Group.

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

Main reliefs provided by the Phase 2 amendments relate to:

•Changes to contractual cash flows: That is, when changing the basis for determining contractual cash flows for financial assets and liabilities required by the reform this will not result in an immediate gain or loss in the income statement but in an update of the effective interest rate (or an update in the discount rate to remeasure the lease liability as a result of the IBOR reform), and;

•Hedge accounting: That is, allowing hedge relationships that are directly affected by the reform to continue, though additional ineffectiveness might need to be recorded.

The Group has inventoried financial assets or liabilities (including lease liabilities), as well as hedging instruments, with IBOR features and concluded that it will not be significantly exposed to this reform. As a result, it does not expect any material effects on its consolidated financial statements from the reform and these amendments.

•Amendments to

◦IFRS 3 'Business Combinations' - Reference to Conceptual Framework

◦IAS 16 'Property, Plant and Equipment' - Proceeds before intended use

◦IAS 37 'Provisions, Contingent Liabilities and Contingent Assets' - Cost of fulfilling a contract

◦Annual improvements to IFRS Standards 2018-2020, affecting IFRS 1, IFRS 9, IFRS 16 and IAS 41

All of these amendments are effective for annual periods starting on January 1, 2022. These amendments have not yet been endorsed by the EU.

•Amendments to IAS 1, 'Presentation of Financial Statements' - effective for annual periods starting on January 1, 2023- This amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. The amendment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. These amendments have not yet been endorsed by the EU.

•IFRS 17, ‘Insurance contracts’, including amendments - effective for annual periods starting on January 1, 2023- IFRS 17 will not have an impact for the Group. IFRS 17 has not been yet endorsed by the EU.

•Amendments to IAS 1, 'Presentation of Financial Statements' and IFRS Practice Statement 2, 'Disclosure of Accounting policies'- effective for annual periods starting on January 1, 2023 - The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. These amendments have not yet been endorsed by the EU.

•Amendments to IAS 8, 'Accounting policies, Changes in Accounting Estimates and Errors': Definition of accounting estimates - effective for annual periods starting on January 1, 2023 - The amendments are designed to clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. These amendments have not yet been endorsed by the EU.

Judgments and critical estimates

The preparation of IFRS financial statements requires management to use judgment in applying accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management's best knowledge of current events, actions and best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in each note and are summarized below:

Judgments

Management apply judgment in accounting treatment and accounting policies in preparation of these financial statements. In particular, a significant level of judgment is applied regarding the following items:

•    Acquisitions – measurement at fair value of existing and newly identified assets, including the measurement of property, plant and equipment and intangible assets (e.g. particularly the customer lists being sensitive to significant assumptions as disclosed in note A.1.2.), liabilities, contingent liabilities and remaining goodwill; the assessment of useful lives; as well as the accounting treatment for transaction costs (see notes A.1.2., E.1.1., E.1.5., E.2.1.);

•    Impairment testing – key assumptions related to future business performance, perpetual growth rates and discount rates (see notes E.1.2., E.1.6., E.2.2.);

•     Revenue recognition – whether or not the Group acts as principal or as an agent, when there is one or several performance obligations and the determination of stand alone selling prices (see note B.1.1.);

•    Contingent liabilities – whether or not a provision should be recorded for any potential liabilities (see note G.3.);

•    Leases – In determining the lease term, including the assessment of whether the exercise of extension or termination options is reasonably certain and the corresponding impact on the selected lease term (see note E.3.);

•    Control – whether Millicom, through voting rights and potential voting rights attached to shares held, or by way of shareholders’ agreements or other factors, has the ability to direct the relevant activities of the subsidiaries it consolidates, or jointly direct the relevant activities of its joint ventures (see notes A.1., A.2.);

•    Discontinued operations and assets held for sale – definition, classification and presentation (see notes A.4., E.4.1.) as well as measurement of potential provisions related to indemnities;

•    Deferred tax assets – recognition based on likely timing and level of future taxable profits together with future tax planning strategies (see notes B.6.3.and G.3.2.);

•    Defined benefit obligations – key assumptions related to life expectancies, salary increases and leaving rates, mainly related to UNE Colombia (see note B.4.3.).

Estimates

Estimates are based on historical experience and other factors, including reasonable expectations of future events, including the effects of the COVID-19 pandemic. These factors are reviewed in preparation of the financial statements although, due to inherent uncertainties in the evaluation process, actual results may differ from original estimates. Estimates are subject to change as new information becomes available and may significantly affect future operating results. Significant estimates have been applied in respect of the following items:

•    Accounting for property, plant and equipment, and intangible assets in determining fair values at acquisition dates, particularly for assets acquired in business combinations and sale and leaseback transactions (see notes A.1.and E.2.1.);

•    Useful lives of property, plant and equipment and intangible assets (see notes E.1.1., E.2.1.);

•    Provisions, in particular provisions for asset retirement obligations, legal and tax risks (see note F.4.);

•    Tax liabilities, in particular in respect of uncertainty over income tax treatments (see note F.4.);

•    Revenue recognition (see note B.1.1.);

•    Impairment testing including weighted average cost of capital (WACC), EBITDA margins, Capex intensity and long term growth rates (see note E.1.6.);

•    For leases, estimates in determining the incremental borrowing rate for discounting the lease payments in case interest rate implicit in the lease cannot be determined (see note E.3. );

•    Estimates for defined benefit obligations (see note B.4.2.);

•    Accounting for share-based compensation in particular estimates of forfeitures and future performance criteria (see notes B.4.1., B.4.3.).

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The Millicom Group

12 Months Ended

Dec. 31, 2020

Interests In Other Entities [Abstract]

The Millicom Group

The Millicom Group The Group comprises a number of holding companies, operating subsidiaries and joint ventures with various combinations of mobile, fixed-line telephony, cable and wireless Pay TV, Broadband Internet and Mobile Financial Services (MFS) businesses. The Group also holds other small minority investments in other businesses such as micro-insurance (Milvik).Subsidiaries Subsidiaries are all entities which Millicom controls. Millicom controls an entity when it is exposed to, or has rights to variable returns from its investment in the entity, and has the ability to affect those returns through its power over the subsidiary. Millicom has power over an entity when it has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that significantly affect the entity’s returns. Generally, control accompanies a shareholding of more than half of the voting rights although certain other factors (including contractual arrangements with other shareholders, voting and potential voting rights) are considered when assessing whether Millicom controls an entity. For example, although Millicom holds less than 50 % of the shares in its Colombian businesses, it holds more than 50 % of shares with voting rights. The contrary may also be true (e.g. Guatemala and Honduras). In respect of the joint ventures in Guatemala and Honduras, shareholders’ agreements require unanimous consents for decisions over the relevant activities of these entities (see also note A.2.2.). Therefore, the Group has joint control over these entities and accounts for them under the equity method.

Our main subsidiaries are as follows:

Entity	Country	Activity	December 31, 2020 % holding	December 31, 2019 % holding	December 31, 2018 % holding
Latin America			In %	In %	In %
Telemovil El Salvador S.A. de C.V.	El Salvador	Mobile, MFS, Cable, DTH	100	100	100
Millicom Cable Costa Rica S.A.	Costa Rica	Cable, DTH	100	100	100
Telefonica Celular de Bolivia S.A.	Bolivia	Mobile, DTH, MFS, Cable	100	100	100
Telefonica Celular del Paraguay S.A.	Paraguay	Mobile, MFS, Cable, PayTV	100	100	100
Cable Onda S.A (i).	Panama	Cable, PayTV, Internet, DTH, Fixed-line	80	80	80
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)(ii)	Panama	Mobile	80	80	—
Telefonia Cellular de Nicaragua sa (ii)	Nicaragua	Mobile	100	100	—
Colombia Móvil S.A. E.S.P. (iii)	Colombia	Mobile	50-1 share	50-1 share	50-1 share
UNE EPM Telecomunicaciones S.A.(iii)	Colombia	Fixed-line, Internet, PayTV, Mobile	50-1 share	50-1 share	50-1 share
Edatel S.A. E.S.P. (iii)	Colombia	Fixed-line, Internet, PayTV, Cable	50-1 share	50-1 share	50-1 share
Africa
Sentel GSM S.A.(v)	Senegal	Mobile, MFS	—	—	—
MIC Tanzania Public Limited Company (vi)	Tanzania	Mobile, MFS	98.5	98.5	100
Millicom Tchad S.A. (v)	Chad	Mobile, MFS	—	—	100
Millicom Rwanda Limited (v)	Rwanda	Mobile, MFS	—	—	—
Zanzibar Telecom Limited (vi)	Tanzania	Mobile, MFS	98.5	98.5	85
Unallocated
Millicom International Operations S.A.	Luxembourg	Holding Company	100	100	100
Millicom International Operations B.V.	Netherlands	Holding Company	100	100	100
Millicom LIH S.A.	Luxembourg	Holding Company	100	100	100
MIC Latin America B.V.	Netherlands	Holding Company	100	100	100
Millicom Africa B.V.	Netherlands	Holding Company	100	100	100
Millicom Holding B.V.	Netherlands	Holding Company	100	100	100
Millicom International Services LLC	USA	Services Company	100	100	100
Millicom Services UK Ltd (iv)	UK	Services Company	100	100	100
Millicom Spain S.L.	Spain	Holding Company	100	100	100

(i)    Acquisition completed on December 13, 2018. Cable Onda S.A. is fully consolidated as Millicom has the majority of voting shares to direct the relevant activities. See note A.1.2..

(ii)    Companies acquired during 2019. See note A.1.2..

(iii)    Fully consolidated as Millicom has the majority of voting shares to direct the relevant activities.

(iv) Millicom Services UK Ltd with registered number 08330497 will take advantage of an audit exemption to prepare stand alone financial statements for the year ended December 31, 2020 as set out within section 479A of the Companies Act 2006.

(v)    Companies disposed of in 2018 or 2019. See note A.1.3.

(vi)    Change in ownership percentages as a result of the in-country restructuring . See note A.1.2.

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

Scope changes 2020

There were no material acquisitions in 2020.

Scope changes 2019

1. Telefonica CAM Acquisitions

On February 20, 2019, MIC S.A., Telefonica Centroamerica and Telefonica S.A. entered into 3 separate share purchase agreements (the “Telefonica CAM Acquisitions”) pursuant to which, subject to the terms and conditions contained therein, Millicom agreed to purchase 100% of the shares of Telefonica Moviles Panama, S.A., a company incorporated under the laws of Panama, from Telefonica Centroamerica (the “Panama Acquisition”), 100% of the shares of Telefonica de Costa Rica TC, S.A., a company incorporated under the laws of Costa Rica, from Telefonica (the “Costa Rica Acquisition”) and 100% of the shares of Telefonia Celular de Nicaragua, S.A., a company incorporated under the laws of Nicaragua, from Telefonica Centroamerica (the “Nicaragua Acquisition”). While Millicom completed both acquisitions in Nicaragua and Panama, it announced on May 2, 2020 that it had terminated the Share Purchase Agreement in relation to the Costa Rica Acquisition (see note G.3.1.). The aggregate purchase price for the Telefonica Panama and Nicaragua Acquisitions was $1.08 billion, which has been subject to purchase price adjustments - see below.

Acquisition related costs for Nicaragua and Panama acquisitions included in the statement of income under operating expenses were approximately $16 million for the year 2019.

The finalization of the purchase accounting for the recent acquisitions had an effect on the following financial statements line items of the statement of financial position as of December 31, 2019:

		Impact of finalization/update of purchase accounting of
(in millions of U.S dollars)	December 31, 2019	Nicaragua	Panama	December 31, 2019	Reason for the change
	As reported			Restated
STATEMENT OF FINANCIAL POSITION
ASSETS
Intangible assets, net	3,219	(4)	(20)	3,195	(i)
Property, plant and equipment, net	2,883	—	17	2,899	(ii)
Right-of-use asset (non-current)	977	—	34	1,012	(ii)
Other current assets	181	4	7	192	(iii)
LIABILITIES
Lease liabilities (non-current)	967	—	22	988	(ii)
Lease liabilities (current)	97	—	11	107	(ii)
Deferred tax liabilities	279	—	6	285	(iv)
EQUITY
Retained profits	2,222	—	—	2,222
Non-controlling interests	271	—	—	271

    (i)    Impact on goodwill resulting from the adjustments explained below for Nicaragua and Panama.

(ii)    See Panama section below. Mainly relates to lease accounting policy alignment, final property, plant and equipment step-up and final purchase price adjustment.

    (iii)    See Nicaragua and Panama section below. Reflects the final price adjustment agreed for Nicaragua and Panama.

    (iv)    Deferred tax impact of these previously explained adjustments.

The impact of the finalization of Nicaragua and Panama's purchase accounting on the 2019 Group statement of income is immaterial and, therefore, no adjustments were made on comparative figures in that respect.

Further details of Nicaragua and Panama acquisitions are provided below.

a) Nicaragua Acquisition

This transaction closed on May 16, 2019 after receipt of the necessary approvals and, since that date, Millicom holds all voting rights into Telefonia Celular de Nicaragua ("Nicaragua") and controls it. On the same day, Millicom paid an original cash consideration of $437 million, which was adjusted to $430 million as of December 31, 2019 and finally adjusted to $426 million in 2020. For the purchase accounting, Millicom determined the final fair values of Nicaragua's identifiable assets and liabilities based on transaction and relative fair values. The purchase accounting was finalized by May 16, 2020 and has not materially changed since December 31, 2019, with the exception of the final price adjustment.

The final purchase accounting and differences compared to the provisional fair values reported as at December 31, 2019 are shown below:

	Provisional Fair values (100%)	Final Fair values (100%)	Changes
	(US$ millions)	(US$ millions)	(US$ millions)
Intangible assets (excluding goodwill) (i)	131	131	—
Property, plant and equipment (ii)	149	149	—
Right of use assets (iii)	131	131	—
Other non-current assets	2	2	—
Current assets (excluding cash) (iv)	23	23	—
Trade receivables (v)	17	17	—
Cash and cash equivalents	7	7	—
Total assets acquired	459	459	—
Lease liabilities (iii)	131	131	—
Other liabilities (vi)	118	118	—
Total liabilities assumed	249	249	—
Fair value of assets acquired and liabilities assumed, net	210	210	—
Acquisition price	430	426	(4)
Goodwill	220	216	(4)

(i)    Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $81 million, with estimated useful lives ranging from 4 to 10 years. In addition, a fair value step-up of $39 million on the spectrum held by Nicaragua has been recognized, with a remaining useful life of 14 years.

(ii)    A fair value step-up of $39 million has been recognized on property, plant and equipment, mainly on the core network ($25 million) and owned land and buildings ($8 million). The expected remaining useful lives were estimated at 6-7 years on average.

(iii)    The Group measured the lease liability at the present value of the remaining lease payments (as defined in IFRS 16) as if the acquired lease were a new lease at the acquisition date. The right-of-use assets have been adjusted by $7 million to be measured at the same amount as the lease liabilities.

(iv)    Current assets include indemnification assets for tax contingencies at a fair value of $11 million - see (v) below.

(v)    The fair value of trade receivables acquired was $17 million.

(vi)    Other liabilities include the fair value of certain possible tax contingent liabilities for $1 million and a deferred tax liability of $50 million resulting from the above adjustments

The goodwill is currently not tax deductible, and is attributable to expected synergies and convergence with our legacy fixed business in the country, as well as to the fair value of the assembled work force. For convenience purposes, the acquisition date was set on May 1, 2019 as there were no material transactions from this date to May 16, 2019. From May 1, 2019 to December 31, 2019, Nicaragua contributed $144 million of revenue and a net profit of $5 million to the Group. If the acquisition had occurred on January 1, 2019 incremental revenue for the Group for the twelve-month period ended December 31, 2019 would have been $219 million and incremental net loss for that period would have been $16 million, including amortization of assets not previously recognized of $12 million (net of tax).

Key assumptions used in fixed assets valuation

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

Major class of assets	Valuation method	Key assumption 1	Key assumption 2	Key assumption 3
Spectrum	Market approach - Market comparable transactions	Discount rate : 14%	Terminal growth rate: 2.5%	Estimated duration: 14 years
Customer lists	Income approach - Multi-Period Excess Earnings Method	Discount rate: 14-15%	Monthly Churn rate: From 1.2% for B2B to 2.9% for B2C	EBITDA margin: ~ 36% to 41%
Land and buildings	Market approach	Economic useful life (range): 10-30 years	Price per square meter: from $2 to $57	N/A
Core network	Cost approach	Economic useful life (range): 5-27 years	Remaining useful life (minimum) : 1.7 years	N/A

b) Panama Acquisition

This transaction closed on August 29, 2019 after receipt of the necessary approvals and, since that date, Cable Onda, which is 80% owned by Millicom, holds all voting rights in Grupo de Comunicaciones Digitales, S.A., formerly Telefonica Moviles Panama, S.A.,("Panama") and controls it. On the same day, Cable Onda paid an original cash consideration of $594 million to acquire 100% of the shares of Panama, finally adjusted to $587 million during Q3 2020. No non-controlling interests are recognized at acquisition date as Cable Onda acquired 100% of the shares of Panama. However, non-controlling interests are recognized on Panama's results from the date of acquisition.

For the purchase accounting, Millicom determined the fair value of Panama's identifiable assets and liabilities based on transaction and relative fair values. During 2020, the Group completed the policy alignment and evaluation in respect of the right-of-use assets and lease liabilities, the property plant and equipment, as well as their related effect on the final valuation of the other fixed assets. The related effects of these adjustments are shown in the table below.

The updated provisional purchase accounting and differences compared to the provisional fair values reported as at December 31, 2019 are shown below:

	Provisional Fair values (100%)	Final Fair values (100%)	Differences
(in millions of U.S dollars)
Intangible assets (excluding goodwill) (i)	178	182	4
Property, plant and equipment (ii)	110	127	17
Right of use assets (iii)	47	81	34
Other non-current assets	3	3	—
Current assets (excluding cash)	23	23	—
Trade receivables (iv)	21	21	—
Cash and cash equivalents	10	10	—
Total assets acquired	391	446	55
Lease liabilities	48	81	33
Other debt and financing	74	74	—
Other liabilities (v)	101	107	6
Total liabilities assumed	224	262	39
Fair value of assets acquired and liabilities assumed, net	167	184	16
Acquisition price	594	587	(7)
Goodwill	426	403	(23)

(i)    Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $55 million, with estimated useful lives ranging from 3 to 17 years. In addition, a fair value step-up of $7 million on the spectrum held by Panama has been recognized, with a remaining useful life of 17 years. Finally, a fair value step-up of $3 million has been recognised on certain software.

(ii)     A fair value step-up of $17 million has been recognized on property, plant and equipment, mainly on the core network ($11 million) and owned land and buildings ($4 million). The expected remaining useful lives were estimated at 3 to 8 years.

(iii)     The accounting policy alignment resulted in an increase in the right-of-use assets and lease liabilities of approximately $30 million. Subsequently, the right-of-use assets have been adjusted by $4 million to be measured at an amount equal to the lease liabilities.

(iv)     The fair value of trade receivables acquired was $21 million.

(v)    Other liabilities include a deferred tax liability of $21 million resulting from the above adjustments

The goodwill is currently not tax deductible and is attributable to expected synergies and convergence with Cable Onda, as well as to the fair value of the assembled work force. For convenience purposes, the acquisition date was set on September 1, 2019. From September 1, 2019 to December 31, 2019, Panama contributed $80 million of revenue and a net profit of $6 million to the Group. If Panama had been acquired on January 1, 2019 incremental revenue for the Group for the twelve-month period ended December 31, 2019 would have been $158 million and incremental net profit for that period would have been $1 million, including amortization of assets not previously recognized of $3 million (net of tax).

As mentioned above, the impact of the finalization of Panama's purchase accounting on the 2019 Group statement of income was immaterial and, therefore, no adjustments were made on comparative figures in that respect.

Key assumptions used in fixed assets valuation

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

Major class of assets	Valuation method	Key assumption 1	Key assumption 2	Key assumption 3
Customer lists	Income approach - Multi-Period Excess Earnings Method	Discount rate: 9.8-10.8%	Monthly Churn rate: ~3.8% in average	EBITDA margin: ~ 41.5%
Property, plant and equipment	Cost approach	Economic useful life (range): 3-27 years	Remaining useful life (minimum): 3-27 years	N/A

2. Tanzania restructuring

In October 2019, with the view of listing the shares of MIC Tanzania Public Limited Company ('MIC Tanzania') on the local stock exchange (see note H.), Millicom completed the restructuring of its investments in different operations in the country. Mainly, MIC Tanzania acquired all the shares of Zantel, which was partially held by the Government of Zanzibar (15%). In exchange of the contribution of its 15% shares in Zantel to MIC Tanzania, the Government of Zanzibar received 1.5% of newly issued shares in MIC Tanzania. This restructuring did not result in the Group losing control in Zantel nor MIC Tanzania, and has therefore been recognized as an equity transaction. As a consequence, the Group owners’ equity decreased by a net amount of $18 million as a result of the derecognition of the 15% non-controlling interests in Zantel and the recognition of 1.5% non-controlling interests in MIC Tanzania.

3. Others

During the year ended December 31, 2019, the Group also completed minor additional acquisitions.

Disposal of subsidiaries and decreases in non-controlling interests of subsidiaries

Chad

On June 26, 2019, the Group completed the disposal of its operations in Chad for a cash consideration of $110 million. In August 2020, the Group and the buyer of our operations in Chad agreed on a final price adjustment of $8 million in favor of the buyer. In accordance with Group practices, the Chad operation had been classified as assets held for sale and discontinued operations as from June 5, 2019 and comparative periods restated. On June 26, 2019, Chad was deconsolidated and a gain on disposal of $77 million was recognized (see also note E.4.).

Rwanda

On December 19, 2017, Millicom announced that it has signed an agreement for the sale of its Rwanda operations to subsidiaries of Bharti Airtel Limited for a final cash consideration of $51 million, including a deferred cash payment for an amount of $18 million which has been settled in January 2020. The transaction also included earn-outs for $7 million that were not recognized by the Group as management does not believe these would be triggered. The sale was completed on January 31, 2018. In accordance with Group practices, Rwanda operations’ assets and liabilities were classified as held for sale on January 23, 2018. Rwanda’s operations also represented a separate geographical area and did qualify for discontinued operations presentation; results were therefore shown on a single line in the statements of income under ‘Profit (loss) for the year from discontinued operations, net of tax’ (see also note E.4.).

Senegal

On July 28, 2017, Millicom announced that it had agreed to sell its Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and Teylium Group. In accordance with Group practices, Senegal operations’ assets and liabilities were classified as held for sale on February 2, 2017. Senegal’s operations also represented a separate geographical area and did qualify for discontinued operations. The sale was completed on April 27, 2018 in exchange of a cash consideration of $151 million. (see also note E.4.)

Other disposals

For the years ended December 31, 2020, 2019 and 2018, Millicom did not dispose of any other significant investments.Summarized financial information relating to significant subsidiaries with non-controlling interests

At December 31, 2020 and 2019, Millicom’s subsidiaries with material non-controlling interests were the Group’s operations in Colombia and Panama.

Balance sheet – non-controlling interests

	December 31,
	2020	2019
	(US$ millions)
Colombia	133	170
Panama	81	99
Others	1	2
Total	215	271

Profit (loss) attributable to non-controlling interests

	2020	2019	2018
	(US$ millions)
Colombia	(23)	11	(5)
Panama	(18)	(6)	(8)
Others	—	—	(3)
Total	(41)	5	(16)

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

Colombia

	2020	2019	2018
	(US$ millions)
Revenue	1,346	1,532	1,661
Total operating expenses	(470)	(543)	(667)
Operating profit	129	164	147
Net (loss) for the year	(46)	23	(10)
50% non-controlling interest in net (loss)	(23)	11	(5)
Total assets (excluding goodwill)	2,589	2,256	1,966
Total liabilities	2,303	1,891	1,620
Net assets	286	365	346
50% non-controlling interest in net assets	143	183	173
Consolidation adjustments	(10)	(13)	(12)
Total non-controlling interest	133	170	161
Dividends and advances paid to non-controlling interest	(4)	(12)	(2)
Net cash from operating activities	370	363	348
Net cash from (used in) investing activities	(311)	(260)	(270)
Net cash from (used in) financing activities	(47)	(67)	(75)
Exchange impact on cash and cash equivalents, net	(15)	—	(18)
Net increase in cash and cash equivalents	(3)	36	(15)

Panama

	2020	2019 (ii)	2018 (i)
	(US$ millions)
Revenue	585	475	17
Total operating expenses	(197)	(148)	(8)
Operating profit	(60)	(15)	(39)
Net (loss) for the year	(89)	(31)	(39)
20% non-controlling interest in net (loss)	(18)	(6)	(8)
Total assets (excluding Millicom's goodwill in Cable Onda)	1,734	1,905	1,082
Total liabilities	1,327	1,411	556
Net assets	407	494	526
20% non-controlling interest in net assets	81	99	105
Total non-controlling interest	81	99	105
Net cash from operating activities	193	167	(2)
Net cash from (used in) investing activities	(100)	(693)	12
Net cash from (used in) financing activities	(69)	580	(3)
Net increase in cash and cash equivalents	24	54	7

(i)    Cable Onda was acquired on December 13, 2018 and 2018 figures therefore only include results and cash flows from the date of acquisition.

(ii)    In 2019, Cable Onda acquired Telefonica Panama for $587 million (note A.1.2.), financed by issuing a $600 million Senior Notes due 2030 (note C.3.1.) The 2019 figures include the full year results and cash flows of Cable Onda, as well as 4 months of Telefonica Panama which was consolidated from September 1, 2019. Figures have been restated as a result of the finalization of the purchase accounting for Cable Onda. See note A.1.2..

Joint ventures

Joint ventures are businesses over which Millicom exercises joint control as decisions over the relevant activities of each require unanimous consent of shareholders. Millicom determines the existence of joint control by reference to joint venture agreements, articles of association, structures and voting protocols of the board of directors of those ventures.

At December 31, 2020, the equity accounted net assets of our joint ventures in Guatemala, Honduras and Ghana totaled $3,072 million (December 31, 2019: $3,346 million for Guatemala and Honduras only). These net assets do not necessarily represent statutory reserves available for distribution as these include consolidation adjustments (such as goodwill and identified assets and assumed liabilities recognized as part of the purchase accounting). Out of these reserves, $153 million (December 31, 2019: $142 million) represent statutory reserves that are unavailable to be distributed to the Group. During the year ended December 31, 2020, Millicom’s joint ventures paid $71 million (December 31, 2019: $237 million) as dividends or dividend advances to the Company.

Our main joint ventures are as follows:

Entity	Country	Activity	December 31, 2020 % holding	December 31, 2019 % holding
Comunicaciones Celulares S.A. (i)	Guatemala	Mobile, MFS	55	55
Navega.com S.A. (i)	Guatemala	Cable, DTH	55	55
Telefonica Celular S.A. (i)	Honduras	Mobile, MFS	66.7	66.7
Navega S.A. de CV (i)	Honduras	Cable	66.7	66.7
Bharti Airtel Ghana Holdings B.V.	Ghana	Mobile, MFS	50	50

(i)Millicom owns more than 50% of the shares in these entities and has the right to nominate a majority of the directors of each of these entities. However, key decisions over the relevant activities must be taken by a super majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over the entity. Therefore, the operations of these joint ventures are accounted for under the equity method.

The carrying values of Millicom’s investments in joint ventures were as follows:

Carrying value of investments in joint ventures at December 31

	%	2020	2019
		(US$ millions)
Honduras operations (i)	66.7	610	708
Guatemala operations (i)	55	2,031	2,089
AirtelTigo Ghana operations	50	—	—
Total		2,642	2,797

(i)    Includes all the companies under the Honduras and Guatemala groups.

The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values:

	Guatemala(i)	Honduras (i)	Ghana(ii)
	(US$ millions)
Opening balance at January 1, 2019	2,104	730	32
Accounting policy changes	—	—	—
Results for the year	152	27	(40)
Utilization of past unrecognized losses	—	—	(5)
Capital increase	—	—	5
Dividends declared during the year	(170)	(37)	—
Currency exchange differences	2	(12)	8
Closing balance at December 31, 2019	2,089	708	—
Disposal of the Group's investment in Navega to Celtel (iii)	—	(83)	—
Results for the year	144	27	—
Dividends declared during the year	(199)	(55)	—
Currency exchange differences	(3)	13	—
Closing balance at December 31, 2020	2,031	610	—

(i)    Share of profit (loss) is recognized under ‘Share of profit in the joint ventures in Guatemala and Honduras’ in the statement of income.

(ii)    Share of profit (loss) is recognized under ‘Income (loss) from other joint ventures and associates, net’ in the statement of income.

(iii)     See note G.5.

At December 31, 2020 and 2019 the Group had not incurred obligations, nor made payments on behalf of the Guatemala, Honduras or Ghana operations.Accounting for joint ventures

Joint ventures are accounted for using the equity method of accounting and are initially recognized at cost (calculated at fair value if it was a subsidiary of the Group before becoming a joint venture). The Group’s investments in joint ventures include goodwill (net of any accumulated impairment loss) on acquisition.

The Group’s share of post-acquisition profits or losses of joint ventures is recognized in the consolidated statement of income and its share of post-acquisition movements in reserves is recognized in reserves. Cumulative post-acquisition movements are adjusted against the carrying amount of the investments. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the joint ventures.

Gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in joint ventures are recognized in the statement of income.

After application of the equity method, including recognizing the joint ventures’ losses, the Group applies IFRS 9 to determine whether it is necessary to recognize any additional impairment loss with respect to its net investment in the joint venture.Material joint ventures – Guatemala, Honduras and Ghana operations Summarized financial information for the years ended December 31, 2020, 2019 and 2018 of the Guatemala Honduras and Ghana operations is as follows. This information is based on amounts before inter-company eliminations.

Guatemala

	2020		2019		2018
	(US$ millions)
Revenue	1,503		1,434		1,373
Depreciation and amortization	(323)		(313)		(283)
Operating profit	452		429		387
Financial income (expenses), net (i)	(95)		(66)		(56)
Profit before taxes	347		356		309
Charge for taxes, net	(83)		(79)		(69)
Profit for the year	264		277		240
Net profit for the year attributable to Millicom	144		152		131
Dividends and advances paid to Millicom	47		209		211
Total non-current assets (excluding goodwill)	2,195		2,517		2,280
Total non-current liabilities	751		1,216		981
Total current assets	742		717		718
Total current liabilities	523		251		221
Total net assets	1,662		1,767		1,796
Group's share in %	55	%	55	%	55	%
Group's share in USD millions	914		972		988
Goodwill and consolidation adjustments	1,117		1,117		1,116
Carrying value of investment in joint venture	2,031		2,089		2,104
Cash and cash equivalents	188		189		217
Debt and financing – non-current	619		1,152		928
Debt and financing – current	24		21		—
Net cash from operating activities	598		588		545
Net cash from (used in) investing activities	(289)		(205)		(173)
Net cash from (used in) financing activities	(308)		(412)		(455)
Exchange impact on cash and cash equivalents, net	(2)		1		(3)
Net increase in cash and cash equivalents	(1)		(28)		(86)

(i)    In 2020, Financial expenses include a $18 million charge related to early redemption of bonds - see below.

Guatemala financing

In 2014, Intertrust SPV (Cayman) Limited, acting as trustee of the Comcel Trust, a trust established and consolidated by Comcel for the purposes of the transaction, issued $800 million 6.875% Senior Notes to refinance existing local and MIC S.A. corporate debt. The bond was issued at 98.233% of the principal and had an effective interest rate of 7.168%. The bond was guaranteed by Comcel and listed on the Luxembourg Stock Exchange.

On November 18, 2020, the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 was early redeemed at a redemption price equal to 102.292%of the principal amount of the Notes to be redeemed plus accrued and unpaid interest of $16 million, resulting in an aggregate amount of $834 million. The redemption premium ($18 million) and additional interest ($7 million), as well as the remaining unamortized deferred costs of $8 million were recorded as financial expenses during the year. This early redemption was financed through local financing in local currency as well as by shareholder loans (see note G.5.).

The impact on the Group's statement of income is a $18 million expense (at 55% ownership) reported on the line "Share of profit in the joint ventures in Guatemala and Honduras".

On October 5, 2020, Comcel executed a credit agreement with Banco Industrial for GTQ 1,697 million (approximately $218 million using the exchange rate as of December 31, 2020) for a 5 year term to refinance other credit agreements with Banco Industrial and to finance and refinance working capital, capital expenditures and general corporate purposes.

Honduras

	2020		2019		2018
	(US$ millions)
Revenue	552		594		586
Depreciation and amortization	(132)		(132)		(133)
Operating profit	77		102		91
Financial income (expenses), net	(24)		(37)		(29)
Profit before taxes	58		60		52
Charge for taxes, net	(19)		(21)		(18)
Profit for the year	39		39		34
Net profit for the year attributable to Millicom	27		27		23
Dividends and advances paid to Millicom	24		28		32
Total non-current assets (excluding goodwill)	461		516		506
Total non-current liabilities	533		469		386
Total current assets	300		312		304
Total current liabilities	236		183		226
Total net assets	(8)		176		198
Group's share in %	66.7	%	66.7	%	66.7	%
Group's share in USD millions	(5)		117		132
Goodwill and consolidation adjustments	615		591		598
Carrying value of investment in joint venture	610		708		730
Cash and cash equivalents	60		40		25
Debt and financing – non-current	390		384		298
Debt and financing – current	10		39		85
Net cash from operating activities	151		169		147
Net cash from (used in) investing activities	(145)		(77)		(87)
Net cash from (used in) financing activities	14		(77)		(50)
Net (decrease) increase in cash and cash equivalents	20		15		9

Honduras financing

On September 19, 2019, Telefónica Celular, S.A. de C.V. entered into a new credit agreement with Banco Industrial S.A. and Banco Pais S.A for an amount up to $185 million, in tranches of $100 million, $60 million and $25 million. The Loan Agreement has a 10-year maturity and an interest rate of LIBOR plus 3.80% per annum, subject to a floor of minimum 5.25%. The new credit agreement has been used to consolidate the portion of a syndicated $250 million facility with Scotiabank dated March 27, 2015, and $90 million credit agreement with Banco Industrial S.A. dated March 20, 2018.

On September 19, 2019, Navega S.A. de C.V., entered into new facility agreement with Banco Industrial S.A. for an amount of $20 million and a duration of 10 years. The new agreement bears an annual interest of LIBOR plus 3.80% , subject to a floor of 5.25%. and will be used to refinance the portion corresponding to it as borrower under the $250 million facility with Scotiabank dated March 27, 2015.

On June 1, 2020, Telefónica Celular, S.A. de C.V. executed a $32 million bank loan agreement in equivalent amount in local currency for a 10-year term.

AirtelTigo Ghana

	2020		2019		2018
	(US$ millions)
Revenue	132		142		187
Depreciation and amortization	(42)		(69)		(110)
Operating loss	(30)		(72)		(100)
Financial income (expenses), net	(41)		(77)		(42)
Loss before taxes	(85)		(123)		(135)
Charge for taxes, net	—		—		—
Loss for the period	(85)		(123)		(135)
Net loss for the period attributable to Millicom	—		(40)		(68)
Total non-current assets (excluding goodwill)	204		168		277
Total non-current liabilities	289		245		277
Total current assets	41		42		71
Total current liabilities	218		187		134
Total net assets	(263)		(223)		(63)
Group's share in %	50	%	50	%	50	%
Group's share in USD millions	(132)		(111)		(31)
Goodwill and consolidation adjustments	89		90		63
Unrecognised losses	(42)		(22)		—
Carrying value of investment in joint venture	—		—		32
Cash and cash equivalents	1		5		19
Debt and financing – non-current	289		245		276
Debt and financing – current	40		27		17
Net cash from operating activities	(8)		(5)		(19)
Net cash from (used in) investing activities	—		—		(8)
Net cash from (used in) financing activities	4		(6)		42
Net increase in cash and cash equivalents	(4)		(11)		15

Impairment of investment in joint ventures

While no impairment triggers were identified for the Group’s investments in joint ventures in 2020, according to its policy, management have completed an impairment test for its joint ventures in Guatemala and Honduras (our investment in Ghana was not tested for impairment as its carrying value is nil since 2019).

The Group’s investments in Guatemala and Honduras operations were tested for impairment by assessing their recoverable amount (using a value in use model based on discounted cash flows) against their carrying amounts. The cash flow projections used were extracted from financial budgets approved by management and reviewed by the Board (refer to note E.1.6. for further details on impairment testing). Cash flows beyond this period have been extrapolated using a perpetual growth rate of 1% (2019: 1.1%–1.2%. Discount rates used in determining recoverable amounts were 8.6% and 9.0%, respectively (2019: 9.5% and 9.7%).

For the year ended December 31, 2020 and 2019, and as a result of the impairment testing described above, management concluded that none of the Group’s investments in joint ventures should be impaired.

Sensitivity analysis was performed on key assumptions within the impairment tests. The sensitivity analysis determined that sufficient headroom exists from realistic changes to the assumptions that would not impact the overall results of the testing.Investments in associates

Millicom’s investments in Helios Towers Africa Ltd (HTA) and in the African online business (AIH) became listed companies during 2019, and Millicom resigned from its board of directors' positions in both companies, having as an effect the loss of its significant influence. Both investments are now accounted for as equity instruments (see note C.7.3.). Millicom has significant influence over other immaterial associates as shown below.

The Group’s associates are as follows:

			December 31, 2020	December 31, 2019
Entity	Country	Activity(ies)	% holding	% holding
Africa
West Indian Ocean Cable Company Limited (WIOCC)	Republic of Mauritius	Telecommunication carriers’ carrier	9.1	9.1
Latin America
MKC Brilliant Holding GmbH (LIH)	Germany	Online marketplace, retail and services	35.0	35.0
Unallocated
Milvik AB(i)	Sweden	Other	9.7	11.4

(i) Millicom ownership in Milvik AB has been diluted in 2020 as a result of a capital injection to which the Group did not participate.

At December 31, 2020 and 2019, the carrying value of Millicom’s main associates was as follows:

Carrying value of investments in associates at December 31

	2020	2019
	(US$ millions)
Milvik AB	10	11
West Indian Ocean Cable Company Limited (WIOCC)	14	14
Total	24	25

Accounting for investments in associates The Group accounts for associates in the same way as it accounts for joint ventures.Impairment of interests in associates MKC Brilliant Holding GmbH (LIH) Millicom’s 35.0% investment in LIH had been fully impaired in two stages (by $40 million in 2016 and $48 million in 2017) as a result of the annual impairment test conducted back then. The impairment test performed in 2020 confirms this conclusion.Discontinued operationsClassification of discontinued operations Discontinued operations are those which have identifiable operations and cash flows (for both operating and management purposes) and represent a major line of business or geographic area which has been disposed of, or are held for sale. Revenue and expenses associated with discontinued operations are presented retrospectively in a separate line in the consolidated statement of income. Millicom determined that the loss of path to control of operations by the termination of a contractual arrangement (e.g. termination without exercise of an unconditional call option agreement giving path to control, as occurred with the Guatemala and Honduras operations) does not require presentation as a discontinued operation.Millicom’s discontinued operations In accordance with IFRS 5, the Group’s businesses in Chad, Senegal and Tigo Rwanda had been classified as assets held for sale (respectively on June 5, 2019, February 2, 2017, and January 23, 2018) and their results were showed as discontinued operations for all years presented in these financial statements. The statement of income comparative figures presented in the notes to these consolidated financial statements have therefore been restated accordingly and when necessary. For further details, refer to note E.4.

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Performance

12 Months Ended

Dec. 31, 2020

Analysis of income and expense [abstract]

Performance

PerformanceRevenue

Millicom’s revenue comprises sale of services from its mobile business (including Mobile Financial Services - MFS) and its cable and other fixed services, as well as related devices and equipment. Recurring revenue consists of monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, TV services, B2B contracts, MFS commissions and fees from other telecommunications services such as data services, short message services and other value added services.

Revenue from continuing operations by category

	2020	2019	2018
	(US$ millions)
Mobile	2,116	2,150	2,126
Cable and other fixed services	1,803	1,928	1,565
Other	52	51	43
Service revenue	3,971	4,130	3,734
Telephone and equipment and other	201	206	212
Total revenue	4,171	4,336	3,946

Revenue from continuing operations by country or operation (i)

	2020	2019	2018
	(US$ millions)
Colombia	1,346	1,532	1,661
Paraguay	544	610	679
Bolivia	584	639	614
El Salvador	389	386	405
Tanzania	366	382	399
Nicaragua	220	157	13
Costa Rica	140	153	155
Panama	585	475	17
Other operations	3	4	6
Eliminations	(5)	(3)	(2)
Total	4,171	4,336	3,946

(i)    The revenue figures above are shown after intercompany eliminations.Accounting for revenue

Revenue recognition

Revenue is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer.

The Group applies the following practical expedients foreseen in IFRS 15:

•No adjustment to the transaction price for the means of a financing component whenever the period between the transfer of a promised good or service to a customer and the associated payment is one year or less; when the period is more than one year the financing component is adjusted, if material.

•Disclosure in the Group Financial Statements the transaction price allocated to unsatisfied performance obligations only for contracts that have an original expected duration of more than one year (e.g. unsatisfied performance obligations for contracts that have an original duration of one year or less are not disclosed).

•Application of the practical expedient not to disclose the price allocated to unsatisfied performance obligations, if the consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e, if billing corresponds to accounting revenue).

•Application of the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.

Post-paid connection fees are derived from the payment of a non-refundable / one-time fee charged to customer to connect to the network (e.g. connection / installation fee). Usually, it does not represent a distinct good or service, and therefore does not give rise to a separate performance obligation and revenue is recognized over the minimum contract duration. However, if the fee is paid by a customer to get the right to receive goods or services without having to pay this fee again over his tenure with the Group (e.g. the customer can readily extend his contract without having to pay the same fee again), it is accounted for as a material right and revenue should be recognized over the customer retention period.

Post-paid mobile / cable subscription fees are recognized over the relevant enforceable/subscribed service period (recurring monthly access fees that do not vary based on usage). The service provision is usually considered as a series of distinct services that have the same pattern of transfer to the customer. Remaining unrecognized subscription fees, which are not refunded to the customers, are fully recognized once the customer has been disconnected.

Prepaid scratch / SIM cards are services where customers purchase a specified amount of airtime or other credit in advance. Revenue is recognized as the credit is used. Unused credit is carried in the statement of financial position as a contract liability. Upon expiration of the validity period, the portion of the contract liability relating to the expiring credit is recognized as revenue, since there is no longer an obligation to provide those services.

Telephone and equipment sales are recognized as revenue once the customer obtains control of the good. That criteria is fulfilled when the customer has the ability to direct the use and obtain substantially all of the remaining benefits from that good.

Revenue from provision of Mobile Financial Services (MFS) is recognized once the primary service has been provided to the customer.

Customer premise equipment (CPE) are provided to customers as a prerequisite to receive the subscribed Home services and shall be returned at the end of the contract duration. Since CPEs provided over the contract term do not provide benefit to the customer on their own, they do not give rise to separate performance obligations and therefore are accounted for as part of the service provided to the customers.

Bundled offers are considered arrangements with multiple deliverables or elements, which can lead to the identification of separate performance obligations. Revenue is recognized in accordance with the transfer of goods or services to customers in an amount that reflects the relative standalone selling price of the performance obligation (e.g. sale of telecom services, revenue over time + sale of handset, revenue at a point in time).

Principal-Agent, some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer. In these instances, the Group determines whether it has promised to provide the specified good or service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). For example, performance obligations relating to services provided by third-party content providers (i.e., mobile Value Added Services or “VAS”) or service providers (i.e., wholesale international traffic) where the Group neither controls a right to the provider’s service nor controls the underlying service itself are presented net because the Group is acting as an agent. The Group generally acts as a principal for other types of services where the Group is the primary obligor of the arrangement. In cases the Group determines that it acts as a principal, revenue is recognized in the gross amount, whereas in cases the Group acts as an agent revenue is recognized in the net amount.

Revenue from the sale of cables, fiber, wavelength or capacity contracts, when part of the ordinary activities of the operation, is recognized as recurring revenue. Revenue is recognized when the cable, fiber, wavelength or capacity has been delivered to the customer, based on the amount expected to be received from the customer.

Revenue from operating lease of tower space is recognized over the period of the underlying lease contracts. Finance leases revenue is apportioned between lease of tower space and interest income.

Significant judgments

The determination of the standalone selling price for contracts that involve more than one performance obligation may require significant judgment, such as when the selling price of a good or service is not readily observable.

The Group determines the standalone selling price of each performance obligation in the contract in accordance to the prices that the Group would apply when selling the same services and/or telephone and equipment included in the obligation to a similar customer on a standalone basis. When standalone selling price of services and/or telephone and equipment are not directly observable, the Group maximizes the use of external input and uses the expected cost plus margin approach to estimate the standalone selling price.Expenses

The cost of sales and operating expenses incurred by the Group can be summarized as follows:

Cost of sales

	2020	2019	2018
	(US$ millions)
Direct costs of services sold	(847)	(878)	(799)
Cost of telephone, equipment and other accessories	(216)	(230)	(229)
Bad debt and obsolescence costs	(108)	(93)	(90)
Cost of sales	(1,171)	(1,201)	(1,117)

Operating expenses, net

	2020	2019	2018
	(US$ millions)
Marketing expenses	(396)	(402)	(391)
Site and network maintenance costs	(234)	(245)	(192)
Employee related costs (B.4.)	(477)	(496)	(500)
External and other services	(174)	(204)	(181)
Rentals and (operating) leases (i)	(1)	(1)	(152)
Other operating expenses	(225)	(257)	(201)
Operating expenses, net	(1,505)	(1,604)	(1,616)

(i)Decrease as from the year 2019 is due to IFRS 16 application - see further explanations above in "New and amended IFRS accounting standards" section.

The other operating income and expenses incurred by the Group can be summarized as follows:

Other operating income (expenses), net

	Notes	2020	2019	2018
		(US$ millions)
Income from tower deal transactions	E.3.	—	5	61
Impairment of intangible assets and property, plant and equipment	E.1., E.2.	—	(8)	(6)
Gain (loss) on disposals of intangible assets and property, plant and equipment		—	—	7
Impairment of AirtelTigo's receivable	G.5.	(45)	—	—
Gain (loss) on disposal of equity investments	C.7.3.	25	(32)	—
Other income (expenses)		9	1	13
Other operating income (expenses), net		(12)	(34)	75

Accounting for cost of sales and operating expenses

Cost of sales

Cost of sales is recorded on an accrual basis.

Incremental costs of obtaining a contract

Incremental costs of obtaining a contract, including dealer commissions, are capitalized as Contract Costs in the statement of financial position and amortized in operating expenses over the expected benefit period, which is based on the average duration of contracts with customer (see practical expedient in note B.1.1.).

Operating leases - until 2018 year-end

Operating leases were all leases that did not qualify as finance leases. Operating lease payments were recognized as expenses in the consolidated statement of income on a straight-line basis over the lease term.Segmental information

Management determines operating and reportable segments based on information used by the chief operating decision maker (CODM) to make strategic and operational decisions from both a business and geographic perspective. The Group’s risks and rates of return are predominantly affected by operating in different geographical regions. The Group has businesses in two main regions: Latin America ("Latam") and Africa. The Latam figures below include Honduras and Guatemala as if they are fully consolidated by the Group, as this reflects the way management reviews and uses internally reported information to make decisions. Honduras and Guatemala are shown under the Latam segment. The joint venture in Ghana is not reported as if fully consolidated.

As from January 1, 2020, Millicom is allocating corporate costs to each segment based on their contribution to underlying revenue, and only non-recurring costs, such as the M&A-related fees incurred in 2019, will remain unallocated going forward. This change in presentation has no impact on Group EBITDA.

In order to facilitate comparisons of December 31, 2020 figures with prior periods, comparative figures have been re-presented to conform with this new segment EBITDA reporting.

Revenue, operating profit (loss), EBITDA and other segment information for the years ended December 31, 2020, 2019 and 2018, were as follows:

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2020
Mobile revenue	3,220	357	—	(1,461)	—	2,116
Cable and other fixed services revenue	2,097	8	—	(302)	(1)	1,803
Other revenue	60	1	—	(6)	(2)	52
Service revenue (i)	5,377	366	—	(1,769)	(4)	3,971
Telephone and equipment and other revenue (i)	466	—	—	(266)	—	201
Revenue	5,843	366	—	(2,035)	(4)	4,171
Operating profit (loss)	803	36	(32)	(536)	175	446
Add back:
Depreciation and amortization	1,561	89	11	(453)	—	1,208
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(171)	(171)
Other operating income (expenses), net	(5)	—	23	(3)	(4)	12
EBITDA (ii)	2,360	125	2	(992)	—	1,495
EBITDA from discontinued operations	—	(4)	—	—	—	(4)
EBITDA incl discontinued operations	2,360	121	2	(992)	—	1,491
Capital expenditure (iii)	(926)	(42)	(4)	258	—	(714)
Changes in working capital and others (iv)	61	11	(7)	(43)	—	22
Taxes paid	(260)	(10)	(2)	131	—	(142)
Operating free cash flow (v)	1,234	80	(11)	(645)	—	657
Total Assets (vi)	13,418	926	4,052	(5,116)	(859)	12,422
Total Liabilities	8,878	959	3,342	(2,044)	(987)	10,148

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2019
Mobile revenue	3,258	372	—	(1,480)	—	2,150
Cable and other fixed services revenue	2,197	9	—	(277)	—	1,928
Other revenue	60	1	—	(9)	—	51
Service revenue (i)	5,514	382	—	(1,766)	—	4,130
Telephone and equipment revenue (i)	449	—	—	(243)	—	206
Revenue	5,964	382	—	(2,010)	—	4,336
Operating profit (loss)	980	19	(64)	(540)	179	575
Add back:
Depreciation and amortization	1,435	99	9	(444)	—	1,100
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(179)	(179)
Other operating income (expenses), net	2	(2)	42	(8)	—	34
EBITDA (ii)	2,418	117	(13)	(992)	—	1,530
EBITDA from discontinued operations	—	(3)	—	—	—	(3)
EBITDA incl discontinued operations	2,418	114	(13)	(992)	—	1,527
Capital expenditure (iii)	(1,040)	(58)	(9)	261	—	(846)
Changes in working capital and others (iv)	(86)	14	(52)	(18)	—	(143)
Taxes paid	(225)	(10)	(8)	129	—	(114)
Operating free cash flow (v)	1,067	59	(82)	(619)	—	425
Total Assets (vi)	13,859	936	3,715	(5,465)	(150)	12,895
Total Liabilities	8,413	909	3,977	(2,119)	(965)	10,215

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2018
Mobile revenue	3,214	388	—	(1,475)	—	2,126
Cable and other fixed services revenue	1,808	10	—	(253)	—	1,565
Other revenue	48	1	—	(6)	—	43
Service revenue (i)	5,069	398	—	(1,734)	—	3,734
Telephone and equipment revenue (i)	415	—	—	(203)	—	212
Total Revenue	5,485	399	—	(1,937)	—	3,946
Operating profit (loss)	990	21	(38)	(488)	154	640
Add back:
Depreciation and amortization	1,133	80	5	(416)	—	803
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(154)	(154)
Other operating income (expenses), net	(51)	(3)	(2)	(19)	—	(75)
EBITDA (ii)	2,072	98	(35)	(922)	—	1,213
EBITDA from discontinued operations	—	44	—	—	—	44
EBITDA incl discontinued operations	2,072	143	(35)	(922)	—	1,257
Capital expenditure (iii)	(872)	(59)	(2)	225	—	(708)
Changes in working capital and others (iv)	(42)	28	13	(12)	—	(13)
Taxes paid	(264)	(24)	(6)	142	—	(153)
Operating free cash flow (v)	894	88	(30)	(568)	—	383
Total Assets (vi)	11,751	839	2,752	(5,219)	190	10,313
Total Liabilities	6,127	905	2,953	(1,814)	(650)	7,521

(i)    Service revenue is Group revenue related to the provision of ongoing services such as monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, SMS and other value-added services excluding telephone and equipment sales. Revenues from other sources comprises rental, sub-lease rental income and other non recurring revenues. The Group derives revenue from the transfer of goods and services over time and at a point in time. Refer to the table below.

(ii) EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on the disposal of fixed assets. EBITDA is used by the management to monitor the segmental performance and for capital management. EBITDA for the year ended December 31, 2018 is not fully comparable to EBITDA for the years ended December 31, 2019 and December 31, 2020 because of the application of IFRS 16 which had a positive impact as compared to what our EBITDA was under IAS 17 standard.

(iii) Cash spent for capex excluding spectrum and licenses of $101 million (2019: $59 million; 2018: $61 million) and cash received on tower deals of nil (2019: $22 million; 2018: $141 million).

(iv)    Changes in working capital and others include changes in working capital as stated in the cash flow statement, as well as share-based payments expense and non-cash bonuses.

(v)    Operating Free Cash Flow is EBITDA less cash capex (excluding spectrum and license costs) less change in working capital, other non-cash items (share-based payment expense and non-cash bonuses) and taxes paid.

(vi)    Segment assets include goodwill and other intangible assets.

(vii)    Including eliminations for Guatemala and Honduras as reported in the Latam segment.

Revenue from contracts with customers from continuing operations:

		Twelve months ended December 31, 2020			Twelve months ended December 31, 2019			Twelve months ended December 31, 2018
$ millions	Timing of revenue recognition	Latin America	Africa	Total Group	Latin America	Africa	Total Group	Latin America	Africa	Total Group
Mobile	Over time	1,728	239	1,967	1,747	261	2,007	1,701	280	1,981
Mobile Financial Services	Point in time	31	118	149	31	112	143	37	108	145
Cable and other fixed services	Over time	1,794	8	1,803	1,919	9	1,928	1,556	10	1,565
Other	Over time	51	1	52	51	1	52	42	1	43
Service Revenue		3,604	366	3,971	3,748	382	4,130	3,336	398	3,734
Telephone and equipment	Point in time	201	—	201	206	—	206	212	—	212
Revenue from contracts with customers		3,805	366	4,171	3,954	382	4,336	3,548	399	3,946

People

Number of permanent employees

	2020	2019	2018
Continuing operations(i)	16,955	17,687	16,725
Joint ventures (Guatemala, Honduras and Ghana)	4,464	4,688	4,416
Discontinued operations	—	—	262
Total	21,419	22,375	21,403

(i)    Emtelco headcount are excluded from this disclosure and any internal reporting because their costs are classified as direct costs and not employee related costs.

	Notes	2020	2019	2018
		(US$ millions)
Wages and salaries		(356)	(358)	(346)
Social security		(66)	(68)	(60)
Share based compensation	B.4.1.	(24)	(27)	(21)
Pension and other long-term benefit costs	B.4.2.	(4)	(4)	(7)
Other employees related costs		(27)	(39)	(67)
Total		(477)	(496)	(500)

Share-based compensation

Millicom shares granted to management and key employees includes share-based compensation in the form of long-term share incentive plans. Since 2016, Millicom has two types of annual plans, a performance share plan and a deferred share plan. The different plans are further detailed below.

Cost of share based compensation

	2020	2019	2018
	(US$ millions)
2016 incentive plans	—	—	(4)
2017 incentive plans	—	(7)	(8)
2018 incentive plans	(2)	(8)	(11)
2019 incentive plans	(8)	(14)	—
2020 incentive plans	(13)	—	—
Total share based compensation	(24)	(27)	(21)

Deferred share plan (unchanged since 2014, except for vesting schedule)

Until 2018 deferred awards plan, participants were granted shares based on past performance, with 16.5% of the shares vesting on January 1 of each of year one and two, and the remaining 67% on 1 January of year three. Beginning with the 2019 plan, while all other guidelines remain the same, shares vest with 30% on January 1 of each of year one and two, and the remaining 40% on 1 January of year three. Vesting is conditional upon the participant remaining employed with Millicom at each vesting date. The cost of this long-term incentive plan, which is not conditional on performance conditions, is calculated as follows:

Fair value (share price) of Millicom’s shares at grant date x number of shares expected to vest.

Performance share plan (for plans issued in 2016 and 2017)

Shares granted under this performance share plan vested at the end of the three-year period, subject to performance conditions, 25% based on Positive Absolute Total Shareholder Return (Absolute TSR), 25% based on Relative Total Shareholder Return (Relative TSR) and 50% based on budgeted Earnings Before Interest Tax Depreciation and Amortization (EBITDA) minus Capital Expenditure

(Capex) minus Change in Working Capital (CWC) (Free Cash Flow).

As the TSRs measures are market conditions, the fair value of the shares in the performance share plan required consideration of potential adjustments for future market-based conditions at grant date. For this, a specific valuation had been performed at grant date based on the probability of the TSR conditions being met (and to which extent) and the expected payout based upon leaving conditions.

The Free Cash Flows (FCF) condition is a non-market measure which had been considered together with the leaving estimate and

based initially on a 100% fulfillment expectation. The reference share price for this condition is the same share price as the share

price for the deferred share plan above.

Performance share plan (for plans issued from 2018)

Shares granted under this performance share plan vest at the end of the three-year period, subject to performance conditions, 25% based on Relative Total Shareholder Return (“Relative TSR”), 25% based on the achievement of the Service Revenue target measured on a 3-year CAGRs from year one to year three of the plan (“Service Revenue”) and 50% based on the achievement of the Operating Free Cash Flow (“Operating Free Cash Flow”) target measured on a 3-year CAGRs from year one to year three of the plan. From 2020 onwards, the Operating Free Cash Flow target has been redefined to consider payments made in respect of leases. As a result, the target is since then the Operating Free Cash Flow after Leases ("OFCFaL").

For the performance share plans, and in order to calculate the fair value of the TSR portion of those plans, it is necessary to make a number of assumptions which are set out below. The assumptions have been set based on an analysis of historical data as at grant date.

Assumptions and fair value of the shares under the TSR portion(s)

	Risk-free rate %	Dividend yield %	Share price volatility(i) %	Award term (years)	Share fair value (in US$)
Performance share plan 2020 (Relative TSR)	0.61	1.47	24.54	2.93	55.66
Performance share plan 2019 (Relative TSR)	(0.24)	3.01	26.58	2.93	49.79
Performance share plan 2018 (Relative TSR)	(0.39)	3.21	30.27	2.93	57.70
Performance share plan 2017 (Relative TSR)	(0.40)	3.80	22.50	2.92	27.06
Performance share plan 2017 (Absolute TSR)	(0.40)	3.80	22.50	2.92	29.16
Performance share plan 2016 (Relative TSR)	(0.65)	3.49	30.00	2.61	43.35
Performance share plan 2016 (Absolute TSR)	(0.65)	3.49	30.00	2.61	45.94

(i)    Historical volatility retained was determined on the basis of a three-year historic average.

The cost of the long-term incentive plans which are conditional on market conditions is calculated as follows:

Fair value (market value) of shares at grant date (as calculated above) x number of shares expected to vest.

The cost of these plans is recognized, together with a corresponding increase in equity (share compensation reserve), over the period in which the performance and/or employment conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award. Adjustments are made to the expense recorded for forfeitures, mainly due to management and employees leaving Millicom. Non-market performance conditions are not taken into account when determining the grant date fair

value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. These are treated as vested, regardless of whether or not the market conditions are satisfied, provided that all other performance conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any modification that increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Plan awards and shares expected to vest

	2020 plans		2019 plans		2018 plans		2017 plans
	Performance plan	Deferred plan	Performance plan	Deferred plan	Performance plan	Deferred plan	Performance plan	Deferred plan
			(number of shares)
Initial shares granted	341,897	370,131	257,601	297,856	237,196	262,317	279,807	438,505
Additional shares granted(i)	—	5,928	—	43,115	—	3,290	2,868	29,406
Revision for forfeitures	(13,008)	(9,880)	(35,558)	(22,636)	(43,639)	(37,433)	(50,279)	(89,011)
Revision for cancellations	—	—	—	—	(4,728)	—	—	—
Total before issuances	328,889	366,179	222,043	318,335	188,829	228,174	232,396	378,900
Shares issued in 2017	—	—	—	—	—	—	—	(2,686)
Shares issued in 2018	—	—	—	—	(97)	(18,747)	(2,724)	(99,399)
Shares issued in 2019	—	—	(150)	(24,294)	(3,109)	(54,971)	(19,143)	(82,486)
Shares issued in 2020	—	(3,571)	(17)	(96,629)	(304)	(35,125)	(158,394)	(194,329)
Performance conditions	—	—	—	—	—	—	(52,135)	—
Shares still expected to vest	328,889	362,608	221,876	197,412	185,319	119,331	—	—
Estimated cost over the vesting period (US$ millions)	13	15	11	18	12	14	10	20

(i)    Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.Pension and other long-term employee benefit plans

Pension plans

The pension plans apply to employees who meet certain criteria (including years of service, age and participation in collective agreements).

Pension and other similar employee related obligations can result from either defined contribution plans or defined benefit plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. No further payment obligations exist once the contributions have been paid. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as assets to the extent that a cash refund or a reduction in future payments is available.

Defined benefit pension plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the statement of financial position in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows, using an appropriate discount rate based on maturities of the related pension liability.

Re-measurement of net defined benefit liabilities are recognized in other comprehensive income and not reclassified to the statement of income in subsequent years.

Past service costs are recognized in the statement of income on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognizes related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit asset/liability.

Long-service plans

Long-service plans apply for Colombian subsidiary UNE employees with more than five years of service whereby additional bonuses are paid to employees that reach each incremental length of service milestone (from five to 40 years).

Termination plans

In addition, UNE has a number of employee defined benefit plans. The level of benefits provided under the plans depends on collective employment agreements and Colombian labor regulations. There are no defined assets related to the plans, and UNE make payments to settle obligations under the plans out of available cash balances.

At December 31, 2020, the defined benefit obligation liability amounted to $59 million (2019: $59 million) and payments expected in the plans in future years totals $95 million (2019: $106 million). The average duration of the defined benefit obligation at December 31, 2020 is 6 years (2019: 6 years). The termination plans apply to employees that joined UNE prior to December 30, 1996. The level of payments depends on the number of years in which the employee has worked before retirement or termination of their contract with UNE.

Except for the UNE pension plan described above, there are no other significant defined benefits plans in the Group.Directors and executive management

The remuneration of the members of the Board of Directors comprises an annual fee and shares. Director remuneration is proposed by the Nomination Committee and approved by the shareholders at their Annual General Meeting (AGM).

Remuneration charge for the Board (gross of withholding tax)

	2020	2019	2018
	(US$ ’000)
Chairperson	300	366	169
Other members of the Board	1,188	1,557	774
Total (i)	1,488	1,923	943

Shares beneficially owned by the Directors

	2020	2019
	(number of shares)
Chairperson	13,427	5,814
Other members of the Board	52,593	32,279
Total (i)	66,020	38,093

(i)Cash compensation converted from SEK to USD at exchange rates on payment dates for 2018. In 2019 and 2020 cash compensation was denominated in USD. Share based compensation based on the market value of Millicom shares on the corresponding AGM date (2020: in total 32,358 shares; 2019: in total 19,483 shares-includes 2,876 additional shares that were awarded for the period from the 9 January 2019 date of listing on the Nasdaq Stock Market in the US and the date of the 2019 AGM; 2018: in total 6,591 shares). Net remuneration comprised 71% in shares and 29% in cash (SEK) (2019: 73% in shares and 27% in cash; 2018: 51% in shares and 49% in cash).

The remuneration of executive management of Millicom comprises an annual base salary, an annual bonus, share based compensation, social security contributions, pension contributions and other benefits. Bonus and share based compensation plans (see note B.4.1.) are based on actual and future performance. Share based compensation is granted once a year by the Compensation Committee of the Board.

If the employment of Millicom’s senior executives is terminated, severance of up to 12 months’ salary is potentially payable.

The annual base salary and other benefits of the Chief Executive Officer (CEO) and the Executive Vice Presidents (Executive team) are proposed by the Compensation Committee and approved by the Board.

Remuneration charge for the Executive Team

	CEO	CFO	Executive Team (8 members)(iii)
	(US$ ’000)
2020
Base salary	1,173	670	2,612
Bonus	1,301	509	1,837
Pension	285	100	663
Other benefits	82	38	303
Termination benefits	—	—	—
Total before share based compensation	2,841	1,317	5,414
Share based compensation(i)(ii) in respect of 2020 LTIP	7,114	1,834	3,796
Total	9,955	3,151	9,210

	CEO	CFO	Executive Team (9 members)
	(US$ ’000)
2019
Base salary	1,167	654	3,498
Bonus	1,428	626	2,098
Pension	279	98	798
Other benefits	50	260	1,521
Termination benefits	—	—	863
Total before share based compensation	2,924	1,639	8,779
Share based compensation(i)(ii) in respect of 2019 LTIP	5,625	1,576	5,965
Total	8,549	3,215	14,743

	CEO	CFO	Executive team (9 members)
	(US$ ’000)
2018
Base salary	1,112	673	3,930
Bonus	1,492	557	2,445
Pension	247	101	962
Other benefits	66	63	805
Termination benefits	—	—	301
Total before share based compensation	2,918	1,393	8,444
Share based compensation(i)(ii) in respect of 2018 LTIP	5,027	1,567	4,957
Total	7,945	2,960	13,401

(i)    See note B.4.1.

(ii)    Share awards of 153,894 and 135,269 were granted in 2020 under the 2019 LTIPs to the CEO, and Executive Team (2019: 102,122 and 135,480, respectively; 2018: 80,264 and 112,472, respectively).

(iii)    'Other Executives' includes compensation paid in 2020 to Rachel Samren former Chief External Affairs Officer (departure August 31, 2020) and to HL Rogers former Chief Ethics and Compliance Officer (departure January 1, 2020). Additionally other Benefits' for 'Other Executives' include medical and dental insurance for Daniel Loria, former CHRO.

Share ownership and unvested share awards granted from Company equity plans to the Executive team

	CEO	Executive team	Total
	(number of shares)
2020
Share ownership (vested from equity plans and otherwise acquired)	194,432	169,725	364,157
Share awards not vested	325,250	297,317	622,567
2019
Share ownership (vested from equity plans and otherwise acquired)	190,577	136,306	326,883
Share awards not vested	236,211	334,193	570,404

Other non-operating (expenses) income, net

Non-operating items mainly comprise changes in fair value of derivatives and the impact of foreign exchange fluctuations on the results of the Group.

		December 31
	Note	2020	2019	2018
		(US$ millions)
Change in fair value of derivatives	C.7.2.	(11)	—	(1)
Change in fair value in investment in Jumia	C.7.3.	(18)	(38)	—
Change in fair value in investment in HT	C.7.3.	(16)	312	—
Change in value of call option asset and put option liability	C.7.4.	5	(25)	—
Exchange gains (losses), net		(69)	(32)	(40)
Other non-operating income (expenses), net		3	10	2
Total		(106)	227	(39)

Foreign exchange gains and losses

Transactions denominated in a currency other than the functional currency are translated into the functional currency using exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions, and on translation of monetary assets and liabilities denominated in currencies other than the functional currency at year-end exchange rates, are recognized in the consolidated statement of income, except when deferred in equity as qualifying cash flow hedges.TaxationIncome tax expense Tax mainly comprises income taxes of subsidiaries and withholding taxes on intragroup dividends and royalties for use of Millicom trademarks and brands. Millicom operations are in jurisdictions with income tax rates of 10% to 35% levied on either revenue or profit before income tax (2019: 10% to 35%; 2018: 10% to 37%). Income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of income.

Income tax charge

	2020	2019	2018
	(US$ millions)
Income tax (charge) credit
Withholding tax	(83)	(56)	(64)
Other income tax relating to the current year	(65)	(88)	(82)
Adjustments in respect of prior years	(29)	(7)	1
Total	(177)	(151)	(145)
Deferred tax (charge) credit
Origination and reversal of temporary differences	99	58	32
Effect of change in tax rates	(5)	(8)	(10)
Tax income (expense) before valuation allowances	94	50	22
Effect of valuation allowances	(19)	(9)	(8)
Total	75	41	14
Adjustments in respect of prior years	—	(10)	19
	75	31	33
Tax (charge) credit on continuing operations	(102)	(120)	(112)
Tax (charge) credit on discontinuing operations	(2)	(2)	(4)
Total tax (charge) credit	(104)	(122)	(116)

Reconciliation between the tax expense and tax at the weighted average statutory tax rate is as follows:

Income tax calculation

	2020					2019					2018
	Continuing operations		Discontinued operations	Total		Continuing operations		Discontinued operations	Total		Continuing operations		Discontinued operations	Total
	(US$ millions)
Profit before tax	(271)		(11)	(282)		218		59	277		119		(29)	90
Tax at the weighted average statutory rate	82		3	85		(37)		(11)	(48)		(1)		—	(1)
Effect of:
Items taxed at a different rate	1		—	1		(1)		—	(1)		7		—	7
Change in tax rates on deferred tax balances	(5)		—	(5)		(8)		—	(8)		(10)		—	(10)
Expenditure not deductible and income not taxable	(106)		(3)	(109)		(37)		9	(28)		(59)		(2)	(61)
Unrelieved withholding tax	(83)		—	(83)		(56)		—	(56)		(64)		—	(64)
Accounting for associates and joint ventures	42		—	42		36		—	36		5		—	5
Movement in deferred tax on unremitted earnings	15		—	15		9		—	9		(2)		—	(2)
Unrecognized deferred tax assets	(27)		—	(27)		(20)		—	(20)		(8)		(2)	(10)
Recognition of previously unrecognized deferred tax assets	8		—	8		11		—	11		—		—	—
Adjustments in respect of prior years	(29)		(2)	(31)		(17)		—	(17)		20		—	20
Total tax (charge) credit	(102)		(2)	(104)		(120)		(2)	(122)		(112)		(4)	(116)
Weighted average statutory tax rate	30.3	%		30.1	%	17.0	%		17.3	%	0.8	%		1.1	%
Effective tax rate	(37.5)	%		(36.8)	%	55.0	%		44.0	%	94.1	%		128.9	%

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

Deferred tax is calculated using the liability method on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amount for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting, nor taxable profit or loss.

Deferred tax assets are recognized for all temporary differences including unused tax credits and tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized, except where the

deferred tax assets relate to deductible temporary differences from initial recognition of an asset or liability in a transaction that is not a business combination, and, at the time of the transaction, affects neither accounting, nor taxable profit or loss. It is probable that taxable profit will be available when there are sufficient taxable temporary differences relating to the same tax authority and the same taxable entity which are expected to reverse in the same period as the expected reversal of the deductible temporary difference.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilize them. Unrecognized deferred tax assets are reassessed at each statement of financial position date and are recognized to the extent it is probable that future taxable profit will enable the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rate expected to apply in the year when the assets are realized or liabilities settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date. Deferred tax assets and deferred tax liabilities are offset where legally enforceable set off rights exist and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax

	Fixed assets	Unused tax losses	Unremitted earnings	Other	Offset	Total
	(US$ millions)
Balance at December 31, 2018	(178)	44	(34)	134	—	(34)
(Charge)/credit to income statement	41	(15)	8	(3)	—	31
Change in scope	(88)	5	—	4	—	(73)
Exchange differences	2	—	1	(3)	—	—
Balance at December 31, 2019	(223)	34	(25)	129	—	(85)
Deferred tax assets	84	34	—	134	(52)	200
Deferred tax liabilities	(307)	—	(25)	(5)	52	(285)
Balance at December 31, 2019	(223)	34	(25)	129	—	(85)
(Charge)/credit to income statement	81	150	15	(171)	—	75
Change in scope	—	—	—	—	—	—
Transfers to assets held for sale	—	—	—	—	—	—
Exchange differences	—	3	(1)	(4)	—	(2)
Balance at December 31, 2020	(142)	187	(11)	(46)	—	(12)
Deferred tax assets	97	187	—	102	(189)	197
Deferred tax liabilities	(239)	—	(11)	(148)	189	(209)
Balance at December 31, 2020	(142)	187	(11)	(46)	—	(12)

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

	Fixed assets	Unused tax losses	Other	Total
	(US$ millions)
At December 31, 2020	57	4,668	218	4,943
At December 31, 2019	92	4,705	126	4,923

Unrecognized tax losses carryforward related to continuing operations expire as follows:

	2020	2019	2018
	(US$ millions)
Expiry:
Within one year	3	1	—
Within one to five years	3	2	3
After five years	1,089	493	493
No expiry	3,573	4,209	4,390
Total	4,668	4,705	4,886

With effect from 2017, Luxembourg tax losses incurred may be carried forward for a maximum of 17 years. Losses incurred before 2017 may be carried forward without limitation of time. At December 31, 2020, Millicom had $621 million of unremitted earnings of Millicom operating subsidiaries for which no deferred tax liabilities were recognized (2019: $697 million; 2018: $584 million). Except for intragroup dividends to be paid out of 2020 profits in 2021 for which deferred tax of $11 million (2019: $26 million; 2018 $34 million) has been provided, it is anticipated that intragroup dividends paid in future periods will be made out of profits of future periods.Earnings per share

Basic earnings (loss) per share are calculated by dividing net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings (loss) per share are calculated by dividing the net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number of dilutive potential shares.

Net profit/(loss) used in the earnings (loss) per share computation

	2020	2019	2018
	(US$ millions)
Basic and Diluted
Net profit (loss) attributable to equity holders from continuing operations	(332)	93	23
Net profit (loss) attributable to equity holders from discontinued operations	(12)	57	(33)
Net profit/(loss) attributable to all equity holders to determine the basic earnings (loss) per share	(344)	149	(10)

Weighted average number of shares in the earnings (loss) per share computation

	2020	2019	2018
	(thousands of shares)
Weighted average number of ordinary shares (excluding treasury shares) for basic earnings (loss) per share	101,172	101,144	100,793
Potential incremental shares as a result of share options	—	—	—
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution	101,172	101,144	100,793

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Capital structure and financing

12 Months Ended

Dec. 31, 2020

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Capital structure and financing

Capital structure and financingShare capital, share premium and reserves

Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

Where any Group company purchases the Company’s share capital, the consideration paid, including any directly attributable incremental costs, is shown under Treasury shares and deducted from equity attributable to the Company’s equity holders until the shares are canceled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental costs and the related income tax effects is included in equity attributable to the Company’s equity holders.

Share capital, share premium

	2020	2019
Authorized and registered share capital (number of shares)	133,333,200	133,333,200
Subscribed and fully paid up share capital (number of shares)	101,739,217	101,739,217
Par value per share	1.50	1.50
Share capital (US$ millions)	153	153
Share premium (US$ millions)	478	480
Total (US$ millions)	630	633

Other equity reserves

	Legal reserve	Equity settled transaction reserve	Hedge reserve	Currency translation reserve	Pension obligation reserve	Total
	(US$ millions)
As of January 1, 2018	16	46	0	(531)	(3)	(472)
Share based compensation	—	22	—	—	—	22
Issuance of shares – 2015, 2016, 2017 LTIPs	—	(22)	—	—	—	(22)
Remeasurements of post-employment benefit obligations	—	—	—	—	0	1
Cash flow hedge reserve movement	—	—	(1)	—	—	0
Currency translation reserved recycled to statement of income	—	—	0	—	—	—
Currency translation movement	—	—	—	(68)	—	(67)
As of December 31, 2018	16	47	(1)	(599)	(3)	(538)
Share based compensation	—	29	—	—	—	29
Issuance of shares –2016, 2017, 2018 LTIPs	—	(25)	—	—	—	(25)
Remeasurements of post-employment benefit obligations	—	—	—	—	—	—
Cash flow hedge reserve movement	—	—	(16)	—	—	(16)
Currency translation reserved recycled to statement of income	—	—	—	—	—	—
Currency translation movement	—	—	—	(2)	—	(2)
Effect of restructuring in Tanzania				9		9
As of December 31, 2019	16	52	(18)	(593)	(2)	(544)
Share based compensation	—	24	—	—	—	24
Issuance of shares –2017, 2018, 2019 LTIPs	—	(26)	—	—	—	(26)
Remeasurements of post-employment benefit obligations	—	—	—	—	(2)	(2)
Cash flow hedge reserve movement	—	—	(1)	—	—	(1)
Currency translation reserved recycled to statement of income	—	—	—	—	—	—
Currency translation movement	—	—	—	(12)	—	(12)
As of December 31, 2020	16	50	(19)	(605)	(4)	(562)

Legal reserve If Millicom International Cellular S.A. reports an annual net profit on a non-consolidated basis, Luxembourg law requires appropriation of an amount equal to at least 5% of the annual net profit to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution. No appropriation was required in 2019 or 2020 as the 10% minimum level was reached in 2011 and maintained each subsequent year.Equity settled transaction reserve The cost of LTIPs is recognized as an increase in the equity-settled transaction reserve over the period in which the performance and/or service conditions are rendered. When shares under the LTIPs vest and are issued the corresponding reserve is transferred to share premium.Hedge reserve The effective portions of changes in value of cash flow hedges are recorded in the hedge reserve (see note C.1. ).Currency translation reserve In the financial statements, the relevant captions in the statements of financial position of subsidiaries without US dollar functional currencies are translated to US dollars using the closing exchange rate. Statements of income or statement of income captions (including those of joint ventures and associates) are translated to US dollars at monthly average exchange rates during the year. The currency translation reserve includes foreign exchange gains and losses arising from these translations. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.Dividend distributions

On June 25, 2020, as a result of the uncertainties triggered by the COVID-19 pandemic and Group's shareholders consciousness to protect the Group's liquidity, the shareholders decided not to proceed to the payment of a dividend related to 2019 profits.

On May 2, 2019, a dividend distribution of $2.64 per share from Millicom’s retained profits at December 31, 2018, was approved by the shareholders at the AGM and paid in equal portions in May and November 2019.

On May 4, 2018, a dividend distribution of $2.64 per share from Millicom’s retained profits at December 31, 2017, was approved by the shareholders at the AGM and paid in equal portions in May and November 2018.

The ability of the Company to make dividend payments is subject to, among other things, the terms of indebtedness, legal restrictions and the ability to repatriate funds from Millicom’s various operations. At December 31, 2020, $310 million (December 31, 2019: $306 million; December 31, 2018: $324 million) of Millicom’s retained profits represent statutory reserves that are unavailable to be distributed to owners of the Company.Debt and financing

Debt and financing by type (i)

	Note	2020	2019
		(US$ millions)
Debt and financing due after more than one year
Bonds	C.3.1.	4,253	4,067
Banks	C.3.2.	1,337	1,805
Other financing (ii)		41	43
Total non-current financing		5,631	5,915
Less: portion payable within one year		(54)	(129)
Total non-current financing due after more than one year		5,578	5,786
Debt and financing due within one year
Bonds	C.3.1.	44	46
Banks	C.3.2.	15	11
Total current debt and financing		59	57
Add: portion of non-current debt payable within one year		54	129
Total		113	186
Total debt and financing		5,691	5,972

(i)    See note D.1.1 for further details on maturity profile of the Group debt and financing.

(ii) In July 2018, the Company issued a COP144,054.5 million /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in Colombia.

Debt and financing by location

	2020	2019
	(US$ millions)
Millicom International Cellular S.A. (Luxembourg)	2,504	2,773
Colombia	803	827
Paraguay	738	502
Bolivia	337	350
Panama	869	918
Tanzania	203	186
Costa Rica	119	148
El Salvador	118	268
Total debt and financing	5,691	5,972

Debt and financings are initially recognized at fair value, net of directly attributable transaction costs. They are subsequently measured at amortized cost using the effective interest rate method or at fair value. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the effective interest rate. Any difference between the initial amount and the maturity amount is recognized in the consolidated statement of income over the period of the borrowing. Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months from the statement of financial position date.Bond financing

Bond financing

	Note	Country	Maturity	Interest Rate %		2020	2019
						(US$ millions)
SEK Variable Rate Notes	1	Luxembourg	2024	STIBOR (i) + 2.350%		241	211
USD 4.500% Senior Notes	2	Luxembourg	2031	4.500	%	494	—
USD 6.625% Senior Notes	3	Luxembourg	2026	6.625	%	495	495
USD 6.000% Senior Notes	4	Luxembourg	2025	6.000	%	—	492
USD 6.250% Senior Notes	5	Luxembourg	2029	6.250	%	743	743
USD 5.125% Senior Notes	6	Luxembourg	2028	5.125	%	493	493
USD 5.875% Senior Notes	7	Paraguay	2027	5.875	%	558	296
PYG 8.750% Notes (tranche A)	7	Paraguay	2024	8.750	%	17	18
PYG 9.250% Notes (tranche B)	7	Paraguay	2026	9.250	%	7	8
PYG 10.000% Notes (tranche C)	7	Paraguay	2029	10.000	%	9	10
PYG 9.250% Notes (tranche D)	7	Paraguay	2026	9.250	%	1	2
PYG 10.000% Notes (tranche E)	7	Paraguay	2029	10.000	%	4	4
PYG 9.250% Notes (tranche F)	7	Paraguay	2027	9.250	%	2	—
PYG 10.000% Notes (tranche G)	7	Paraguay	2030	10.000	%	3	—
BOB 4.750% Notes	8	Bolivia	2020	4.750	%	—	30
BOB 4.050% Notes	8	Bolivia	2020	4.050	%	—	4
BOB 5.800% Notes	8	Bolivia	2026	5.800	%	50	0
BOB 4.850% Notes	8	Bolivia	2023	4.850	%	42	57
BOB 3.950% Notes	8	Bolivia	2024	3.950	%	29	36
BOB 4.600% Notes	8	Bolivia	2024	4.600	%	40	40
BOB 4.300% Notes	8	Bolivia	2029	4.300	%	19	21
BOB 4.300% Notes	8	Bolivia	2022	4.300	%	20	26
BOB 4.700% Notes	8	Bolivia	2024	4.700	%	28	32
BOB 5.300% Notes	8	Bolivia	2026	5.300	%	11	13
BOB 5.000% Notes	8	Bolivia	2026	5.000	%	61	61
UNE Bond 1 (tranches A and B)	9	Colombia	2020	CPI + 5.10%		—	46
UNE Bond 2 (tranches A and B)	9	Colombia	2023	CPI + 4.76%		44	46
UNE Bond 3 (tranche A)	9	Colombia	2024	9.350	%	47	49
UNE Bond 3 (tranche B)	9	Colombia	2026	CPI + 4.15%		74	78
UNE Bond 3 (tranche C)	9	Colombia	2036	CPI + 4.89%		37	38
UNE Bond 6.600%	9	Colombia	2030	6.600	%	44	—
USD 4.500% Senior Notes	10	Panama	2030	4.500	%	586	585
Cable Onda Bonds 5.750%	10	Panama	2025	5.750	%	99	184
Total bond financing						4,297	4,113

(i)    STIBOR – Swedish Interbank Offered Rate.

(1)    SEK Notes

In May 2019, MIC S.A. completed its offering of a SEK 2 billion floating rate senior unsecured sustainability bond due 2024. The bond carries a floating coupon of 3-month Stibor+235bps which we swapped with various banks to hedge its interest rate exposure, pursuant to which it will effectively pay fixed-rate coupons in US dollars between 4.990% and 4.880% (see D.1.2.). The bond has been listed and commenced trading on the Nasdaq Stockholm sustainable bond list on June 12, 2019. Millicom is using the net proceeds of the bond in accordance with the Sustainability Bond Framework which includes both environmental and social investments such as in energy efficiencies, and the expansion of its fixed and mobile networks. Cost of issuance of $2.4 million is amortized over the five year life of the bond (the effective interest rate is 2.600%)

(2)    USD 4.500% Senior Notes

On October 19, 2020, MIC S.A. issued $500 million aggregate principal amount of 4.500% Senior Notes due 2031. The Notes bear interest at 4.500% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to early redeem MIC S.A.'s $500 million 6.000% Senior Notes due 2025 - see below. Costs of issuance of $5.5 million is amortized over the eleven-year life of the notes (the effective interest rate is 4.800%).

(3)    USD 6.625% Senior Notes

In October 2018, MIC S.A. issued $500 million aggregate principal amount of 6.625% Senior Notes due 2026. The Notes bear interest at 6.625% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to finance Cable Onda’s acquisition. Costs of issuance of $6 million is amortized over the eight-year life of the notes (the effective interest rate is 6.750%).

(4)    USD 6.000% Senior Notes

In March 2015, MIC S.A. issued a $500 million 6.000% fixed interest rate notes repayable in ten years, to repay the El Salvador 8.000% senior notes and for general corporate purposes. The notes had an effective interest rate of 6.132%. A total amount of $9 million of withheld and upfront costs were being amortized over the ten-year life of the bond. On April 8, 2019, the Group obtained consents from the holders of its $500 million 6.000% notes to amend certain provisions of the indenture governing the notes. MIC S.A. made a cash payment of $1 million (equal to $2.50 per $1,000 principal amount of Notes to holders of the Notes).

On October 19, 2020, Millicom announced the early redemption of these Senior Notes which took place on October 29, 2020 at a redemption price equal to 103.0% of the principal amount redeemed plus accrued and unpaid interest. The early redemption premium amounted to $15 million and the remaining unamortized deferred costs to $7 million. These were recognized under "Interest and other financial expenses" in the Group's statement of income.

(5)    USD 6.250% Senior Notes

In March 2019, MIC S.A. issued $750 million of 6.250% notes due 2029. The notes bear interest at 6.250% p.a., payable semi-annually in arrears on March 25 and September 25 of each year, starting on September 25, 2019. The net proceeds were used to finance, in part, the completed Telefonica CAM Acquisitions (see note A.1.2.). Costs of issuance of $8.2 million are amortized over the ten-year life of the notes (the effective interest rate is 6.360%).

(6)    USD 5.125% Senior Notes

In September 2017, MIC S.A. issued a $500 million, ten-year bond due January 2028, with an interest rate of 5.125%. Costs of issuance of $7 million are amortized over the ten year life of the notes (effective interest rate is 5.240%).

(7)    PYG Notes

In April 2019, Telefónica Celular del Paraguay S.A.E. (Telecel) issued $300 million 5.875% senior notes due 2027. The notes bear interest at 5.875% p.a., payable semi-annually in arrears on April 15 and October 15 of each year, starting on October 15, 2019. The net proceeds were used to finance the repurchase of the Telecel 6.750% 2022 notes. Costs of issuance of $4 million are amortized over the eight-year life of the notes (the effective interest rate is 6.000%). On January 28, 2020, Telecel issued at a premium $250 million of 5.875% Senior Notes due 2027 (the "New Notes"), representing an additional issuance from the Senior Notes described above. The New Notes are treated as a single class with the initial notes, and were priced at 106.375 for an implied yield to maturity of 4.817%. The corresponding $15 million premium received will be amortized over the Senior Notes maturity.

In June 2019, Telefónica Celular del Paraguay S.A.E. issued notes in three series under its PYG 300 billion program as follows: Series A for PYG 115 billion (approximately $18 million), with a fixed annual interest rate of 8.750%, maturing in June 2024, series B for PYG 50 billion (approximately $8 million) with a fixed annual interest rate of 9.250%, maturing in May 2026 and series C for PYG 65 billion (approximately $10 million) with a fixed annual interest rate of 10.000%, maturing in May 2029. On December 27, 2019, under the same program, they issued PYG. 35 billion (Approximately $5 million) in two tranches: (i) PYG 10 billion (approximately $2 million) which bears a fixed annual interest rate of 9.250% and matures on December 30, 2026; and (ii) PYG 25 billion (approximately $4 million) which bears a fixed annual interest rate of 10.000% and matures on December 24, 2029.

In February 2020, Telecel issued local bonds in 2 series: (i) Series 6, for an amount of PYG 15 billion (approximately $2 million) with a 9.250% interest due on January 29, 2027, and (ii) Series 7, for an amount of PYG 20 billion (approximately $3 million) with a 10% interest due on January 31, 2030.

In May 2020, Telefónica Celular del Paraguay, S.A.E.. completed the acquisition of another Millicom subsidiary in Paraguay - Mobile Cash Paraguay S.A , and further on June 30, 2020, the acquisition of Servicios y Productos Multimedios S.A.. Effective as of those dates, these new entities now form part of the borrower's group for the purposes of the $550 million 5.875% Senior Notes due 2027 issued by Telefónica Celular del Paraguay, S.A.E.. In addition, as of July 7, 2020 Servicios y Productos Multimedios S.A. became guarantor of the 5.875% Notes due 2027.

(8)    BOB Notes

In May 2012, Telefónica Celular de Bolivia S.A. issued BOB 1.36 billion of notes repayable in installments until April 2, 2020. Distribution and other transaction fees of BOB5 million reduced the total proceeds from issuance to BOB 1.32 billion ($191 million). The bond has a 4.750% per annum coupon with interest payable semi-annually in arrears in May and November each year. The effective interest rate is 4.790%. These bonds are listed on the Bolivia Stock Exchange.

In November 2015, they issued BOB 696 million (approximately $100 million) of notes in two series, series A for BOB 104.4 million (approximately $15 million), with a fixed annual interest rate of 4.050%, maturing in August 2020 and series B for BOB 591.6 million (approximately $85 million) with a fixed annual interest rate of 4.850%, maturing in August 2023. The bond has coupon with interest payable semi-annually in arrears in March and September during the first two years, thereafter each February and August. The effective interest rate is 4.840%. These bonds are listed on the Bolivia Stock Exchange.

In August 2016, Telefónica Celular de Bolivia S.A.. issued a new bond for a total amount of BOB 522 million consisting of two tranches (approximately $50 million and $25 million, respectively). Tranche A and B bear fixed interest at 3.950% and 4.300%, and will mature in June 2024 and June 2029, respectively. These bonds are listed on the Bolivia Stock Exchange.

In October 2017, they placed approximately $80 million of local currency bonds in three tranches, which will mature in 2022, 2024 and 2026 with a 4.300% , 4.700% and 5.300% respectively. These bonds are listed on the Bolivia Stock Exchange.

In July 2019 they issued two bonds one for BOB 420 million (approximately $61 million) with a 5.000% coupon maturing on August 2026 and another one for BOB 280 million (approximately $40 million) with a 4.600% coupon maturing on August 2024. Interest payments is semiannual and both bonds are listed on the Bolivia Stock Exchange.

In December 2020, Telefónica Celular de Bolivia S.A. issued BOB 345 million (approximately $50 million) senior notes due 2026.

(9)    UNE Bonds

In March 2010, UNE issued a COP300 billion (approximately $126 million) bond consisting of two tranches with five and ten-year maturities. Interest rates are either fixed or variable depending on the tranche. Tranche A bears variable interest, based on CPI, in Colombian peso and paid in Colombian peso. Tranche B bears variable interest, based on fixed term deposits, in Colombian peso and paid in Colombian peso. UNE applied the proceeds to finance its investment plan. Tranche A matured in March 2015 and tranche B matured in March 2020.

In May 2011, UNE issued a COP300 billion (approximately $126 million) bond consisting of two equal tranches with five and twelve-year maturities. Interest rates are variable and depend on the tranche. Tranche A had variable interest, based on CPI, in Colombian peso and paid in Colombian peso. Tranche B bears variable interest, based on CPI, in Colombian peso and paid in Colombian peso. UNE applied the proceeds to finance its investment plan. Tranche A matured in October 2016 and tranche B will mature in October 2023.

In May 2016, UNE issued a COP540 billion bond (approximately $176 million) consisting of three tranches (approximately $52 million, $83 million and $41 million respectively). Interest rates are either fixed or variable depending on the tranche. Tranche A bears fixed interest at 9.350%, while tranche B and C bear variable interest, based on CPI, (respective margins of CPI + 4.150% and CPI + 4.890%), in Colombian peso. UNE applied the proceeds to finance its investment plan and repay one bond (COP150 billion tranche). Tranches A, B and C will mature in May 2024, May 2026 and May 2036, respectively.

In March 2020, UNE issued local bonds for an amount of COP 150 billion (approximately $44 million) to repay an existing bond for the same value, with a 6.600% fixed rate for 10 years.

(10) Cable Onda Bonds

In August 2015, Cable Onda issued local bonds in Panama for a total amount of $185 million. These bonds are listed on the Panama Stock Exchange and bear a fixed annual interest of 5.750% and are due in August 2025. In December 2020, Cable Onda early repaid $85 million on these bonds, at par.

In November 2019, Cable Onda issued $600 million aggregate principal amount of 4.500% senior notes due 2030 payable in U.S. dollars, registered with the Superintendencia del Mercado de Valores de Panamá and listed on the Luxembourg Stock Exchange and on the Panamá Stock Exchange.  The Notes bear interest from November 1, 2019 at a rate of 4.500% per annum, payable on January 30, 2020 for the first payment and thereafter semiannually in arrears on each interest payment date. The proceeds were used to fund the Panama Acquisition and to refinance certain local financing. Costs of issuance of $16 million, which include an original issue discount (OID) is amortized over the ten-year life of the notes (the effective interest rate is 4.690%).Bank and Development Financial Institution financing

	Note	Country	Maturity range	Interest rate	2020	2019
					(US$ millions)
Fixed rate loans
PYG Long-term loans	1	Paraguay	2020-2026	Fixed	137	166
USD - Long-term loans	2	Panama	2024-2025	Fixed	185	150
BOB Long-term loans	3	Bolivia	2023-2025	Fixed	37	31
Variable rate loans
USD Long-term loans	4	Costa Rica	2023	Variable	119	148
USD Long-term loans	5	Tanzania	2021-2025	Variable	162	171
TZS Long-term loans	5	Tanzania	2021-2025	Variable	41	14
USD Short-term loans	8	Luxembourg	2024	Libor + 3.00%	—	298
USD Long-term loans(i)	8	Luxembourg	2024	Variable	(5)	—
COP Long-term loans	6	Colombia	2025-2030	Variable	262	274
USD Long-term loans	6	Colombia	2024	Variable	296	295
USD Credit Facility / Senior Unsecured Term Loan Facility	7	El Salvador	2021-2023	Variable	118	268
Total Bank and Development Financial Institution financing					1,353	1,817

(i)     Relates to the amortized costs of the undrawn RCF that Micsa entered in October 2020 -see note 8,

1.Paraguay

In October 2015, Telefónica Celular del Paraguay S.A.E. entered into a five -year loan facility with Banco Itau for PGY 257,700 million (approximately $40 million) which bears a fixed annual interest rate. The final maturity of the loan was on September 10, 2020.

In July 2017, Telefónica Celular del Paraguay S.A.E executed a five-year loan agreement with the IPS (Instituto de Prevision Social) and the Inter-American Development Bank, who acts as a guarantor, for a total amount of PYG $367,000 million (approximately $66 million). The loan, denominated in PYG with the final maturity in 2022. The guarantee under this facility is counter-guaranteed by MICSA.

In July 2018, Telefónica Celular del Paraguay S.A.E. executed a seven-year loan with Regional Bank for PYG 115,000 million (approximately $18 million with a final maturity in 2025.

In January 2019, Telefónica Celular del Paraguay S.A.E. obtained a seven-year loan from BBVA Bank for PYG 177,000 million which is due on November, 26, 2025.

In September 2019, Telefónica Celular del Paraguay S.A.E. executed an amended and restated agreement with Banco Continental S.A.E.C.A., to consolidate three existing loans, for a PYG 370,000 million (approximately $57 million). The new loan has a maturity of 7 years.

In January 2020, Telecel refinanced its previous loan with Banco Itaú and obtained a new long-term loan from Banco Itaú Paraguay S.A., for Gs. 154.6 billion (approximately $24 million) , amortizing semi-annually and maturing on December 27, 2024.

In December 2020, Telecel executed a credit agreement with Banco Continental S.A.E.C.A for PYG 200,000 million (approximately $29 million using the exchange rate as of December 31, 2020) with a duration of 2.5 years. Main aim is to refinance outstanding bank loans with maturities from 2021 to 2023.

2.Panama

In August 2019, Cable Onda S.A entered into two credit agreements, one with Banco Nacional de Panama S.A , for $75 million which bears a fixed interest and has a 5 year duration and another one with the Bank of Nova Scotia (Sucursal Panama) for $75 million with a fixed interest and a five year duration to finance and refinance working capital and capital expenditures. In October 2020, $50 million have been early repaid on the $75 million credit agreement with Banco Nacional de Panama S.A..

In December 2020, Cable Onda S.A. executed a credit agreement with Bank of Nova Scotia with a 60 month duration for $110 million divided into 2 tranches. Tranche A ($85 million) was disbursed on December 2020 to partially recall the Local Bond ($85 million) and Tranche B is expected to be disbursed in Q1 2021.

3.Bolivia

In June 2018, Telefónica Celular de Bolivia S.A.. entered into a two tranche loan agreement with Banco BISA S.A for BOB 69.6 million (approximately $10 million) each, with a fixed interest rate. The loans have a term of 7 years.

In November 2019, they executed a new loan with Banco de Crédito de Bolivia S.A for Bs. 78 million (approximately $11 million), with semiannual payments and a fixed interest rate. The loan has a term of 4 years.

4.Costa Rica

In April 2018, Millicom Cable Costa Rica S.A. entered into a $150 million variable rate syndicated loan with Citibank as agent. In June 2020, Millicom Cable Costa Rica S.A partially repaid an amount of $30 million of this loan.

In June 2018, Millicom Cable Costa Rica S.A. entered into a cross currency swap to hedge part of the principal of the loan against interest rate and currency risks. Interest rate and currency swap agreements had been made on $35 million of the principal amount and interest rate swaps for an additional $40 million. In October 2018, Millicom Costa Rica S.A. entered into a currency swap to hedge part of the principal of the loan against currency risks. The currency swap agreement had been made on $35 million of the principal amount. Finally on April 2019, Millicom Cable Costa Rica S.A. entered into another cross currency swap to hedge part of the principal of the loan against interest rate and currency risks. Interest rate and currency swap agreements had been made on $37 million of the principal amount and interest rate swaps for an additional $38 million.

5.Tanzania

In June 2019, MIC Tanzania Public Limited Company entered into a syndicated loan facility agreement with the Standard Bank of South Africa acting as an agent and a consortium of banks acting as the original lenders, for $174.75 million (tranche A) and TZS103,000 million (tranche B - approximately $45 million) which bears variable interests: for Tranche A Libor plus a margin and for Trance B T-Bill rate plus a margin. The facility agreement has an all asset debenture securing the whole amount, as well as a pledge over the shares of the immediate holding company of the borrower. The Facility was amended and restated in December 2019 and maturity was extended to 66 months and 100% of the USD portion and TZS 34 billion (approximately $15 million) were disbursed. In January 2020, TZS 35 billion (approximately $15 million) were disbursed and the last tranche of TZS 34 billion (approximately $15 million) was disbursed in February 2020.

6. Colombia

In December 20, 2019, our operation in Colombia executed an amendment to the $300 million loan between Colombia Móvil S.A. E.S.P. as borrower and UNE EPM Telecomunicaciones S.A., as guarantor with a consortium of banks to extend the maturity for 5 years (now due on December 20, 2024) and lower the applicable margin.

In September and November 2020, Colombia executed 4 new cross currency swaps of $25 million each with Bancolombia, JP Morgan and BBVA to complete $100 million and hedge the exposure of a portion of the $300 million syndicated loan, fixing the exchange rate on average to USD/COP 3.682 and interest rate of 5.35%.

7. EL Salvador

On April 15, 2016, Telemovil El Salvador, S.A. de C.V. executed a senior unsecured term loan facility up to $50 million maturing in April 2021 and bearing variable interest per annum, which was restated and amended as of May 30, 2017, for a second tranche of $50 million. This facility is guaranteed by MICSA.. Later on, in January 2018, Telemovil El Salvador entered into a second amended and restated agreement with Scotiabank for a third tranche of $50 million with variable rate and with a 5-year bullet repayment, also guaranteed by MICSA.

In addition, the company executed an interest rate swap with Scotiabank to fix interest rates for up to $100 million of the outstanding debt.

On June 3, 2016, Telemovil El Salvador, S.A. de C.V. executed a $30 million credit facility with Citibank N.A., for general corporate purposes maturing in June 2021 and bearing variable interest rate per annum. The facility is guaranteed by MICSA..

In March 2018, Telemovil El Salvador executed a $100 million credit facility with DNB at a variable rate facility with DNB and Nordea with a 5-year bullet repayment.The facility is guaranteed by MICSA..

In June 2020, Telemovil El Salvador. S.A de C.V repaid in its entirety $150 million of the principal under a credit agreement dated January 2018 entered into with the Bank of Nova Scotia, as lender, and the Company as guarantor.

8. Luxembourg

In April 2019, MICSA. entered into a $300 million term facility agreement arranged by DNB Bank ASA, Sweden Branch and Nordea Bank Abp, Filial i Sverige. This facility has a variable interest rate and is fully drawn as at December 31, 2019 and is due on April 2024. In November 2020, MICSA prepaid the total $300 million facility.

In March 2020, MICSA drew down $400 million from the $600 million revolving credit facility it entered into in January 2017 (the "RCF"). $337 million was disbursed in March 2020 and the remaining $63 million in April 2020. The draw down had an initial six-month term and Millicom had the option to extend up to January 2022 (the maturity date of the RCF). The RCF was fully repaid on June 29, 2020.

In October 2020, MICSA. entered into a 5 year, $600 million ESG-linked revolving credit facility (the "Facility") with a syndicate of 11 commercial banks. This facility will be used to refinance the above existing multi-currency revolving credit facility which was due to expire in 2022 and for general corporate purposes.

Right of set-off and derecognition

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

A financial asset (or a part of a financial asset or part of a group of similar financial assets) is derecognized when:

•    Rights to receive cash flows from the asset have expired; or

•    Rights to receive cash flows from the asset or obligations to pay the received cash flows in full without material delay have been transferred to a third party under a “pass-through” arrangement; and the Group has either transferred substantially all the risks and rewards of the asset or the control of the asset.

When rights to receive cash flows from an asset have been transferred or a pass-through arrangement concluded, an evaluation is made if and to what extent the risks and rewards of ownership have been retained. When the Group has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

A financial liability is derecognized when the obligation under the liability is discharged or canceled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of income.Interest and other financial expenses

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

	December 31
	2020	2019	2018
	(US$ millions)
Interest expense on bonds and bank financing	(386)	(348)	(234)
Interest expense on leases	(156)	(157)	(91)
Early redemption charges	(15)	(10)	(4)
Others	(67)	(47)	(37)
Total interest and other financial expenses	(624)	(564)	(367)

Guarantees and pledged assets

Guarantees

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognized, less cumulative amortization.

Liabilities to which guarantees are related are recorded in the consolidated statement of financial position under Debt and financing, and liabilities covered by supplier guarantees are recorded under Trade payables or Debt and financing, depending on the underlying terms and conditions.

Maturity of guarantees

	At December 31, 2020	At December 31, 2019
Terms	Outstanding and Maximum exposure(i)(ii)	Outstanding and Maximum exposure(i)(ii)
	(US$ millions)
0-1 year	59	29
1-3 years	227	134
3-5 years	—	300
Total	287	464

(i)    The outstanding exposure represents the carrying amount of the related liability at December 31.

(ii)    The maximum exposure represents the total amount of the Guarantee at December 31.

Pledged assets

As at December 31, 2020, the Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to cover letters of credit, or guarantees issued was $287 million (December 31, 2019: $464 million). Assets pledged by the Group over these debts and financings amounted to nil at December 31, 2020 (December 31, 2019: $1 million). The remainder represented primarily guarantees issued by Millicom S.A. to guarantee financings raised by other Group operating entities.

In addition to the above, on June 4, 2019, MIC Tanzania Public Limited Company entered into a loan facility agreement which was further amended and restated on December 12, 2019, with the Standard Bank of South Africa acting as an agent and a consortium of banks acting as the original lenders. The facility agreement, maturing in 2025, has an all asset debenture securing the whole amount, as well as a pledge over the shares of the immediate holding company of the borrower.Covenants Millicom’s financing facilities are subject to a number of covenants including net leverage ratio, debt service coverage ratios, or debt to earnings ratios, among others. In addition, certain of its financings contain restrictions on sale of businesses or significant assets within the businesses. At December 31, 2020, there were no breaches of financial covenants.Lease liabilities

At December 31, 2020, lease liabilities are presented in the statement of financial position as follows:

	December 31, 2020	December 31, 2019(i)
	(US$ millions)
Current	123	107
Non-Current	897	988
Total Lease liabilities	1,021	1,096

(i)    Restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

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

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

	2020	2019
	(US$ millions)
Expense relating to short-term leases (included in cost of sales and operating expenses)	(1)	(5)

The total cash outflow for leases in 2020 was $267 million (2019: $249 million). Lease liabilities split by maturity and future cash outflows are disclosed in note D.5..

At December 31, 2020, the Group has not committed to any material leases which had not yet commenced and has no material lease contracts with variable lease payments.

The Group's leasing activities and how these are accounted for

The Group leases various lands, sites, towers (including those related to towers sold and leased back), offices, warehouses, retail stores, equipment and cars. Rental contracts are typically made for fixed periods but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Through December 31, 2018, leases of property, plant and equipment were classified as either finance or operating leases. Under IAS 17, leases which transferred substantially all risks and benefits incidental to ownership of the leased item to the lessee were capitalized at the inception of the lease. The amount capitalized was the lower of the fair value of the asset or the present value of the minimum lease payments. Payments made under operating leases (net of any incentives received from the lessor) were charged to the statement of income on a straight-line basis over the period of the lease.

Still under IAS 17, the sale and leaseback of towers and related site operating leases and service contracts were accounted for in accordance with the underlying characteristics of the assets, and the terms and conditions of the lease agreements. When sale and leaseback agreements were concluded, the portions of assets that will not be leased back by Millicom were classified as assets held for sale as completion of their sale was highly probable. Asset retirement obligations related to the towers were classified as liabilities directly associated with assets held for sale. On transfer to the tower companies, the portion of the towers leased back were accounted for as operating leases or finance leases according to the criteria set out above. The portion of towers being leased back represented the dedicated part of each tower on which Millicom’s equipment was located and was derived from the average technical capacity of the towers. Rights to use the land on which the towers were located were accounted for as operating leases, and costs of services for the towers were recorded as operating expenses. The gain on disposal was recognized upfront for the portion of towers that is not leased back, and was deferred and recognized over the term of the lease for the portion leased back.

From January 1, 2019, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the reduction of the liability and finance cost. The finance cost is charged to the statement of income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

•fixed payments (including in-substance fixed payments), less any lease incentives receivable

•variable lease payment that are based on an index or a rate

•amounts expected to be payable by the lessee under residual value guarantees

•the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. As it is generally impracticable to determine that rate, the Group uses the lessee’s incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The incremental borrowing rate applied can have a significant impact on the net present value of the lease liability recognized under IFRS 16.

The Group determines the incremental borrowing rate by country and by considering the risk-free rate, the country risk, the industry risk, the credit risk and the currency risk, as well as the lease and payment terms and dates.

The Group is also exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is adjusted against the right-of-use asset by discounting the revised lease payments using either the initial discount rate or a revised discount rate. The initial discount rate is used if future lease payments are reflecting market or index rates or if they are in

substance fixed. The discount rate is revised, if a change in floating interest rates occurs. The Group reassesses the variable payment only when there is a change in cash flows resulting from a change in the reference index or rate and not at each reporting date.

According to IFRS 16, lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both: (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate if the lessee is reasonably certain not to exercise that option. The assessment of such options is performed at the commencement of a lease. As part of the assessment, Millicom introduced the 'time horizon concept': the reasonable term under which the company expects to use a leased asset considering economic incentives, management decisions, business plans and the fast-paced industry Millicom operates in. The assessment must be focused on the economic incentives for Millicom to exercise (or not) an option to early terminate/extend a contract. The Group has decided to work on the basis the lessor will generally accept a renewal/not early terminate a contract, as there is an economic incentive to maintain the contractual relationship.

Millicom considered the specialized nature of most of its assets under lease, the low likelihood the lessor can find a third party to substitute Millicom as a lessee and past practice to conclude that, the lease term can go beyond the notice period when there is more than an insignificant penalty for the lessor not to renew the lease. This analysis requires judgment and has a significant impact on the lease liability recognized under IFRS 16.

Under IFRS 16, the accounting for sale and leaseback transactions has changed as the underlying sale transaction needs to be first analyzed using the guidance of IFRS 15. The seller/lessee recognizes a right-of-use asset in the amount of the proportional original carrying amount that relates to the right of use retained. Accordingly, only the proportional amount of gain or loss from the sale must be recognized. The impact from sale and leaseback transactions was not material for Millicom Group as of the date of initial application.

Finally, the Group has taken the additional following decisions when adopting the standard:

•Non-lease components are capitalized (IFRS16.15)

•Intangible assets are out of IFRS 16 scope (IFRS16.4)

Cash and depositsCash and cash equivalents

	2020	2019
	(US$ millions)
Cash and cash equivalents in USD	619	834
Cash and cash equivalents in other currencies	256	330
Total cash and cash equivalents	875	1,164

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Cash deposits with banks with maturities of more than three months that generally earn interest at market rates are classified as time deposits.Restricted cash

	2020	2019
	(US$ millions)
Mobile Financial Services	192	150
Others	7	5
Restricted cash	199	155

Cash held with banks related to MFS which is restricted in use due to local regulations is denoted as restricted cash. The increase is in line with the current increase in digital transactions due to the pandemic.Pledged deposits

Pledged deposits represent contracted cash deposits with banks that are held as security for debts at corporate or operational entity level. Millicom is unable to access these funds until either the relevant debt is repaid or alternative security is arranged with the lender.

At December 31, 2020, there were no non-current pledged deposits (2019: nil).

At December 31, 2020, current pledged deposits amounted to nil (2019: $1 million).Net financial obligations

Net financial obligations

	2020	2019
	(US$ millions)
Total debt and financing	5,691	5,972
Lease liabilities (i)	1,021	1,096
Gross financial obligations	6,711	7,068
Less:
Cash and cash equivalents	(875)	(1,164)
Pledged deposits	—	(1)
Time deposits related to bank borrowings	—	(1)
Net financial obligations at the end of the year	5,837	5,902
Add (less) derivatives related to debt (note D.1.2.)	12	(17)
Net financial obligations including derivatives related to debt	5,849	5,885

i)    2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

	Assets		Liabilities from financing activities
	Cash and cash equivalents	Other	Bond and bank debt and financing	Lease liabilities (i)	Total
Net financial obligations as at January 1, 2019	528	2	4,227	898	4,596
Cash flows	638	—	1,743	(107)	998
Scope Changes	16	—	74	210	269
Recognition / Remeasurement	—	—	—	109	109
Interest accretion	—	—	8	—	8
Foreign exchange movements	(8)	—	(16)	(6)	(14)
Transfers to/from assets held for sale	(9)	—	(53)	(8)	(52)
Transfers	—	—	3	—	3
Other non-cash movements	—	—	(14)	—	(14)
Net financial obligations as at December 31, 2019	1,164	2	5,972	1,096	5,902
Cash flows	(272)	(2)	(274)	(121)	(121)
Scope changes	—	—	—	—	—
Recognition / Remeasurement	—	—	—	68	68
Interest accretion	—	—	16	1	17
Foreign exchange movements	(17)	—	(10)	(30)	(22)
Transfers to/from assets held for sale	—	—	—	—	—
Transfers	—	—	(3)	6	3
Other non-cash movements	—	—	(10)	—	(10)
Net financial obligations as at December 31, 2020	875	—	5,691	1,021	5,837

i)    2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

Financial instruments

i) Equity and debt instruments

Classification

The Group classifies its financial assets in the following measurement categories:

•those to be measured subsequently at fair value either through Other Comprehensive Income (OCI), or through profit or loss, and

•those to be measured at amortized cost.

The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments:

•Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains / (losses), together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated statement of income.

•    FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in ‘Other non-operating (expenses) income, net’. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses and impairment expenses are presented as ‘Other non-operating (expenses) income, net’ in the consolidated statement of income.

•    FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within ‘Other non-operating (expenses) income, net’ in the period in which it arises.

Equity instruments

The Group subsequently measures all equity investments at fair value. The Group does not hold equity instruments for trading. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Purchases and sales of equity instruments are recognized as of their settlement date. Dividends from such investments continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established.

Otherwise, changes in the fair value of financial assets at FVPL are recognized in ‘Other non-operating (expenses) income, net’ in the consolidated statement of income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Impairment

From January 1, 2018, the Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the trade receivables.

The provision is recognized in the consolidated statement of income within Cost of sales.

ii)    Derivative financial instruments and hedging activities

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at fair value at each subsequent closing date. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as either:

a)    Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge); or

b)    Hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).

For transactions designated and qualifying for hedge accounting, at the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. This is done in reference to the Group Treasury Policy as last updated and approved by the Audit Committee in late 2020. The Group also documents its assessment, both at hedge inception and on an ongoing basis (quarterly), of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

The full fair value of a hedging instrument is classified as a non-current asset or liability when the period to maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability when the remaining period to maturity of the hedged item is less than 12 months.

The change in fair value of hedging instruments that are designed and qualify as fair value hedges is recognized in the statement of income as finance costs or income. The change in fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the statement of income as finance costs or income.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. Gains or loss relating to any ineffective portion is recognized immediately in the statement of income within Other non-operating (expenses) income, net. Amounts accumulated in equity are reclassified to the statement of income in the periods when the hedged item affects profit or loss.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time is recycled to the statement of income within Other non-operating (expenses) income, net.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income within Other non-operating (expenses) income, net.Fair value measurement hierarchy

Millicom uses the following fair value measurement hierarchy:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade ratings. Interest rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employ the use of markets observable data. The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, interest rate curves and forward curves.Fair value of financial instruments

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

Fair values of financial instruments at December 31,

		Carrying value		Fair value
	Note	2020	2019	2020	2019
		(US$ millions)
Financial assets
Derivative financial instruments		24	—	24	—
Other non-current assets		77	66	77	66
Trade receivables, net		351	371	351	371
Amounts due from non-controlling interests, associates and joint venture partners	G.5.	296	68	296	68
Prepayments and accrued income		149	156	149	156
Supplier advances for capital expenditures		21	22	21	22
Call option (ii)	C.7.4.	3	—	3	—
Equity Investments	C.7.3.	160	371	160	371
Other current assets		181	192	181	192
Restricted cash	C.5.2.	199	155	199	155
Cash and cash equivalents	C.5.1.	875	1,164	875	1,164
Total financial assets		2,337	2,564	2,337	2,564
Current		2,143	2,460	2,143	2,460
Non-current		194	104	194	104
Financial liabilities
Debt and financing (i)	C.3.	5,691	5,972	5,572	6,229
Trade payables		334	289	334	289
Payables and accruals for capital expenditure		345	348	345	348
Derivative financial instruments		16	17	16	17
Put option liability	C.7.4.	262	264	262	264
Amounts due to non-controlling interests, associates and joint venture partners	G.5.	339	498	339	498
Accrued interest and other expenses		445	432	445	432
Other liabilities		885	399	885	399
Total financial liabilities		8,317	8,219	8,198	8,475
Current		2,145	1,949	2,145	1,949
Non-current		6,173	6,270	6,054	6,527

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

(ii)    Measured with reference to Level 3, using a Monte Carlo option pricing model.

Equity investments

As at December 31, 2020 and 2019, Millicom has the following investments in equity instruments:

	2020	2019
	(US$ millions)
Investment in Jumia	—	32
Investment in HT	160	338
Equity investment - total	160	371

Jumia Technologies AG (“Jumia”)

Jumia indirectly owns a number of companies that provide online services and online marketplaces in certain countries in Africa.

In January 2019, Millicom was diluted in the capital of the company following the entry of a new investor. This triggered the recognition of a net dilution gain of $7 million in January 2019. In addition, during Q1 2019, in preparation of Jumia's IPO, Millicom relinquished its seat on the board of directors, which resulted in the loss of the Group's significant influence over Jumia. As a result, Millicom derecognized its investment in associate in Jumia and recognized it as a financial asset (equity instrument) at fair value under IFRS 9. On April 11, 2019, Jumia completed its IPO at the offer price per share of $14.5 and shares started trading on the NYSE on April 12, 2019. As a result, as of March 31, 2019, a net gain of $30 million had been recognized and reported under ‘Income (loss) from associates, net’. Post IPO, Millicom held 6.31% of the outstanding shares of Jumia.

In the course of June 2020, Millicom disposed of its entire stake in Jumia for a total net consideration of $29 million, triggering a net gain on disposal of $15 million recorded in the statement of income under ‘other operating income (expenses), net’. The changes in fair value prior to the disposal were shown under "Other non-operating (expenses) income, net" (note B.5.).

Helios Towers plc (“HT”)

In October 2019, Helios Towers plc (a company inserted as the holding company of HTA just prior to IPO) completed its IPO on the London Stock Exchange at a price of GBP 1.15 per share valuing the company at enterprise value of approximately $2.0 billion and a market capitalization of $1.45 billion.

As part of the listing process, on October 17, 2019, Millicom first was diluted as HT management exercised their IPO option rights (~4%). This event triggered the recognition of a non-cash dilution loss of $3 million recorded under ‘Income/(loss) from other joint ventures and associates’.

On the same day, Millicom resigned from its board of directors seats, which resulted in the loss of the Group's significant influence over HT. As a result, as from that date, Millicom derecognized its investment in associate in HT and recognized it as a financial asset at fair value under IFRS 9. The derecognition of the investment in associate and recognition of the equity investment in HT at a fair value of $292 million triggered the recognition of a net non-cash gain of $208 million recorded under ‘Other non-operating income (expense), net’ in the Group's statement of income. Fair value was determined using the IPO reference share price of GBP1.15.

As a result of the IPO and the subsequent exercise of the overallotment option, Millicom disposed of a portion of its ownership (in total ~20%) yielding $57 million in gross proceeds and $25 million in net proceeds after fees and Millicom's share in tax escrow of $30 million which has been deducted in full from the gain given the high level of uncertainties used in assessing the potential tax liability. These disposals triggered a loss of $32 million, as a result of the tax escrow and transaction fees, and are recorded under ‘Other operating income (expenses), net’.

During 2020, Millicom disposed of a total of 85 million shares that it owned in HT for a total net consideration of GBP 130 million ($169 million), triggering a total net gain on disposal of $6 million recorded in the statement of income under ‘Other operating income (expenses), net’.

As a result of these transactions, at December 31, 2020, Millicom owns a remaining shareholding of 7.6% in HT (2019:16.2%), valued at $160 million (level 1) at the December 31, 2020 share price (£1.53). The changes in fair value are shown under 'Other non-operating (expenses) income, net' (see note B.5.).

Call and put options

Cable Onda call and put options

As part of the acquisition of Cable Onda, the shareholders agreed on certain put and call options as follows - as amended subsequent to the acquisition of Telefonica Panama:

The 'Transaction Price' call and put options are conditional to the occurrence of certain events, such as change of control of Millicom or at any time if Millicom's non-controlling partners’ shareholdings fall below 10%, and become exercisable on the date of the Telefonica Panama closing (August 29, 2019) and extending until June 13, 2022. These put and call options are exercisable at the purchase price in the Cable Onda transaction (enterprise value of $1.46 billion), plus interest at 5% per annum (put) and at 10% per annum (call), respectively. From June 14, 2022, up to July 14, 2022, both options will be unconditional.

In addition, the parties agreed on 'Unconditional' call and put options to acquire the remaining 20% non-controlling interest in Cable Onda becoming exercisable at any time from July 15, 2022, both, at fair market value.

Millicom determined that the 'Transaction Price' put option could be exercised as a result of events falling outside of Millicom's control, and therefore that it met the criteria under IAS 32 for recognition as a liability and a corresponding equity decrease. The put option liability would be payable in Millicom's shares or in cash at the discretion of the partner. Therefore, Millicom recorded a liability for the put option at acquisition completion date of $239 million representing the present value of the redemption amount. As of December 31, 2020, the value of the 'Transaction Price' put option is lower than the 'Unconditional' put option's value, and therefore the Group recognized the put option liability at the higher of both valuations at $262 million (December 31, 2019: $264 million).

At December 31, 2020.The 'Transaction Price' call option has been valued at $3 million (December 31, 2019: nil) using a Monte Carlo simulation model. At December 31, 2020, the 'Unconditional' call option will be exercisable at fair market value and has therefore no value as at December 31, 2020 (December 31, 2019: nil).

The changes in value of the call option asset and put option liability are recorded in the Group's statement of income (see note B.5.).

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Financial risk management

12 Months Ended

Dec. 31, 2020

Financial Instruments [Abstract]

Financial risk management

Financial risk management

Exposure to interest rate, foreign currency, non-repatriation, liquidity, capital management and credit risks arise in the normal course of Millicom’s business. Each year Group Treasury revisits and presents to the Audit committee updated Group Treasury policy. The Group analyzes each of these financial risks individually as well as on an interconnected basis and defines and implements strategies to manage the economic impact on the Group’s performance in line with its policy. This policy was last reviewed in late 2020. As part of the annual review of the above mentioned risks, the Group agrees to a strategy over the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Company targets to reach 40% of debt in local currency over the medium term) to maintain a combination of up to 75/25% mix between fixed and floating rate debt or agreeing to cover up to six months forward of operating costs and capex denominated in non-functional currencies through a rolling and layering strategy. Millicom’s risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading.

Accounting policies for derivatives is further detailed in note C.7. On December 31, 2020 and 2019 fair value of derivatives held by the Group can be summarized as follows:

	2020	2019
	(US$ millions)
Derivatives
Cash flow hedge derivatives	12	(17)
Net derivative asset (liability)	12	(17)

Interest rate risk Debt and financing issued at floating interest rates expose the Group to cash flow interest rate risk. Debt and financing issued at fixed rates expose the Group to fair value interest rate risk. The Group’s exposure to risk of changes in market interest rates relate to both of the above. To manage this risk, the Group’s policy is to maintain a combination of fixed and floating rate debt with target that more than 75% of the debt be at fixed rate. The Group actively monitors borrowings against this target. The target mix between fixed and floating rate debt is reviewed periodically. The purpose of Millicom’s policy is to achieve an optimal balance between cost of funding and volatility of financial results, while considering market conditions as well as our overall business strategy. At December 31, 2020, approximately 84% of the Group’s borrowings are at a fixed rate of interest or for which variable rates have been swapped for fixed rates with interest rate swaps (2019: 76%).Fixed and floating rate debt

Financing at December 31, 2020

	Amounts due within:
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Fixed rate financing	80		90		268		561		269		3,498		4,766
Floating rate financing	33		17		171		250		197		256		926
Total	113		107		439		811		467		3,755		5,691
Weighted average nominal interest rate	4.65	%	4.95	%	5.76	%	4.15	%	5.09	%	5.21	%	4.90	%

Financing at December 31, 2019

	Amounts due within:
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Fixed rate financing	118		117		118		332		431		3,428		4,543
Floating rate financing	68		38		27		185		654		457		1,429
Total	186		155		145		517		1,085		3,884		5,972
Weighted average nominal interest rate	5.10	%	4.55	%	4.34	%	5.81	%	4.73	%	5.24	%	4.82	%

A 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 2020 would increase or reduce profit before tax from continuing operations for the year by approximately $9 million (2019: $14 million).Interest rate swap contracts

From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest rates and currency fluctuations in accordance with its Financial Risk Management policy. Details of these arrangements are provided below.

MIC S.A. entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the SEK 2 billion (~$211 million) senior unsecured sustainability bond issued in May 2019 (note C.3.1.). These swaps are accounted for as cash flow hedges as the timing and amounts of the cash flows under the swap agreements match the cash flows under the SEK bond. Their maturity date is May 2024. The hedging relationship is highly effective and related fluctuations are recorded through other comprehensive income. At December 31, 2020, the fair values of the swaps amount to an asset of $23 million. (December 31, 2019: a liability of $0.2 million).

In addition, Colombia, El Salvador and Costa Rica operations have also entered into several swap agreements in order to hedge foreign currency and interest rate risks on certain long term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded through other comprehensive income. At December 31, 2020, the fair value of El Salvador swaps amount to a liability of $3 million (December 31, 2019: a liability of $3 million), Costa Rica swaps amount to a liability of $5 million and an asset of $1 million (December 31, 2019: liability of $14 million) and the fair value of Colombia swaps amount to a liability of $7 million (December 31, 2019: nil).

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

There are no other derivative financial instruments with a significant fair value at December 31, 2020.

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

Debt denomination at December 31

	2020	2019
	(US$ millions)
Debt denominated in US dollars	3,384	3,535
Debt denominated in currencies of the following countries
Colombia	614	531
Tanzania	40	14
Bolivia	337	350
Paraguay	180	206
El Salvador(i)	118	268
Panama(i)	869	918
Luxembourg (COP denominated)	41	43
Costa Rica	107	107
Total debt denominated in other currencies	2,307	2,437
Total debt	5,691	5,972

(i) El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. Our local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).

At December 31, 2020, if the US dollar had weakened/strengthened by 10% against the other functional currencies of our operations and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $45 million (2019: $17 million). This increase/decrease in profit before tax would have mainly been as a result of the conversion of the USD-denominated net debts in our operations with functional currencies other than the US dollar.Foreign currency swaps See note D.1.2. Interest rate swap contracts.Non-repatriation risk

Most of Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Group and in the currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds to the Company.

Although foreign exchange controls exist in some of the countries in which Millicom Group companies operate, none of these controls currently significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, existing foreign exchange controls may be strengthened in countries where the Group operates, or foreign exchange controls may be introduced in countries where the Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be subsequently restricted, which would impact the Company’s ability to make payments on its interest and loans and, or pay dividends to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use of notional and physical cash pooling arrangements in hard currencies to the extent permitted.

In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency

and exchange risk, which could have an adverse effect on the Group. This is a relatively rare case for the countries in which the Group operates. Lastly, repatriation most often results in taxation, which is evidenced in the amount of taxes paid by the Group relative to the Corporate Income Tax reported in its statement of income.Credit and counterparty risk

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

A large portion of revenue of the Group is comprised of prepaid products and services. For postpaid customers, the Group follows risk control procedures to assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Accounts receivable also comprise balances due from other telecom operators. Credit risk of other telecom operators is limited due to the regulatory nature of the telecom industry, in which licenses are normally only issued to credit-worthy companies. The Group maintains a provision for expected credit losses of trade receivables based on its historical credit loss experience.

As the Group has a large number of internationally dispersed customers, there is generally no significant concentration of credit risk with respect to trade receivables, except for certain B2B customers (mainly governments). See note F.1.Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group has significant indebtedness but also has significant cash balances. Millicom evaluates its ability to meet its obligations on an ongoing basis using a recurring liquidity planning tool. This tool considers the operating net cash flows generated from its operations and the future cash needs for borrowing, interest payments, dividend payments and capital and operating expenditures required in maintaining and developing its operating businesses.

The Group manages its liquidity risk through use of bank overdrafts, bank loans, bonds, vendor financing, Export Credit Agencies and Development Finance Institutions (DFI) loans. Millicom believes that there is sufficient liquidity available in the markets to meet ongoing liquidity needs. Additionally, Millicom is able to arrange offshore funding. Millicom has a diversified financing portfolio with commercial banks representing about 20% of its gross financing (2019: 26%), bonds 64% (2019: 58%), Development Finance Institutions 1% (2019: 1%) and leases 15% (2019: 15%).

Maturity profile of net financial liabilities at December 31, 2020

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(113)	(1,824)	(3,755)	(5,691)
Lease liability	(123)	(525)	(373)	(1,021)
Cash and equivalents	875	—	—	875
Pledged deposits (related to back borrowings)	—	—	—	—
Refundable deposit	—	—	—	—
Derivative financial instruments	—	12	—	12
Net cash (debt) including derivatives related to debt	639	(2,336)	(4,128)	(5,825)
Future interest commitments related to debt and financing	(311)	(1,069)	(104)	(1,484)
Future interest commitments related to leases	(146)	(410)	(203)	(759)
Trade payables (excluding accruals)	(576)	—	—	(576)
Other financial liabilities (including accruals)	(1,185)	(29)	—	(1,214)
Put option liability	(262)	—	—	(262)
Trade receivables	351	—	—	351
Other financial assets	568	167	—	735
Net financial liabilities	(922)	(3,676)	(4,435)	(9,034)

Maturity profile of net financial liabilities at December 31, 2019

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(186)	(1,902)	(3,884)	(5,972)
Lease liability(i)	(107)	(490)	(498)	(1,096)
Cash and equivalents	1,164	—	—	1,164
Pledged deposits (related to back borrowings)	1	—	—	1
Refundable deposit	—	—	—	—
Derivative financial instruments	(17)	—	—	(17)
Net cash (debt) including derivatives related to debt	855	(2,392)	(4,383)	(5,920)
Future interest commitments related to debt and financing	(308)	(1,088)	(106)	(1,502)
Future interest commitments related to leases	(157)	(476)	(295)	(928)
Trade payables (excluding accruals)	(510)	—	—	(510)
Other financial liabilities (including accruals)	(1,052)	(337)	—	(1,389)
Put option liability	(264)	—	—	(264)
Trade receivables	371	—	—	371
Other financial assets	613	104	—	717
Net financial liabilities	(452)	(4,189)	(4,784)	(9,425)

(i)    Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Capital management

The primary objective of the Group’s capital management is to ensure a strong credit rating and solid capital ratios in order to support its business and maximize shareholder value.

The Group manages its capital structure with reference to local economic conditions and imposed restrictions such as debt covenants. To maintain or adjust its capital structure, the Group may make dividend payments to shareholders, return capital to shareholders through share repurchases or issue new shares. At December 31, 2020, Millicom was rated at one notch below

investment grade by the independent rating agencies Moody’s (Ba1 stable) and Fitch (BB+ stable). The Group primarily monitors capital using net financial obligations to EBITDA.

The Group reviews its gearing ratio (net financial obligations divided by total capital plus net financial obligations) periodically. Net financial obligations includes interest bearing debt and lease liabilities, less cash and cash equivalents (included restricted cash) and pledged and time deposits related to bank borrowings. Capital represents equity attributable to the equity holders of the parent.

Net financial obligations to EBITDA

	Note	2020	2019
	(US$ millions)
Net financial obligations (ii)	C.6.	5,837	5,902
EBITDA	B.3.	1,495	1,530
Net financial obligations to EBITDA (i)		3.90	3.86

(i) The ratio is above 3.0x on an IFRS basis. However, according to the terms of the indenture, this ratio is calculated differently, resulting in a ratio below 3.0x for covenant purposes.

(ii) 2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

Gearing ratio

	Note	2020	2019
	(US$ millions)
Net financial obligations (i)	C.6.	5,837	5,902
Equity attributable to Owners of the Company	C.1.	2,059	2,410
Net financial obligations and equity		7,896	8,312
Gearing ratio		0.74	0.71

(i) 2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

XML

Long-term assets

12 Months Ended

Dec. 31, 2020

Subclassifications of assets, liabilities and equities [abstract]

Long-term assets

Long-term assetsIntangible assets Millicom’s intangible assets mainly consist of goodwill arising from acquisitions, customer lists acquired through acquisitions, licenses and rights to operate and use spectrum.Accounting for intangible assets

Intangible assets acquired in business acquisitions are initially measured at fair value at the date of acquisition, and those which are acquired separately are measured at cost. Internally generated intangible assets, excluding capitalized development costs, are not capitalized but expensed to the statement of income in the expense category consistent with the function of the intangible assets. Subsequently intangible assets are carried at cost, less any accumulated amortization and any accumulated impairment losses.

Intangible assets with finite useful lives are amortized over their estimated useful economic lives using the straight-line method and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed at least at each financial year end. Changes in expected useful lives or the expected beneficial use of the assets are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.

Amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense category consistent with the function of the intangible assets.

Goodwill

Goodwill represents the excess of cost of an acquisition over the Group’s share in the fair value of identifiable assets less liabilities and contingent liabilities of the acquired subsidiary, at the date of the acquisition. If the fair value or the cost of the acquisition can only be determined provisionally, then goodwill is initially accounted for using provisional values. Within 12 months of the acquisition date, any adjustments to the provisional values are recognized. This is done when the fair values and the cost of the

acquisition have been finally determined. Adjustments to provisional fair values are made as if the adjusted fair values had been recognized from the acquisition date. Goodwill on acquisition of subsidiaries is included in intangible assets, net. Goodwill on acquisition of joint ventures or associates is included in investments in joint ventures and associates. Following initial recognition, goodwill is measured at cost, less any accumulated impairment losses. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in this manner is measured, based on the relative values of the operation disposed and the portion of the cash-generating unit retained.

Licenses

Licenses are recorded at either historical cost or, if acquired in a business combination, at fair value at the date of acquisition. Cost includes cost of acquisition and other costs directly related to acquisition and retention of licenses over the license period. These costs may include estimates related to fulfillment of terms and conditions related to the licenses such as service or coverage obligations, and may include up-front and deferred payments.

Licenses have a finite useful life and are carried at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the licenses over their estimated useful lives.

The terms of licenses, which have been awarded for various periods, are subject to periodic review for, among other things, rate setting, frequency allocation and technical standards. Licenses are initially measured at cost and are amortized from the date the network is available for use on a straight-line basis over the license period. Licenses held, subject to certain conditions, are usually renewable and generally non-exclusive. When estimating useful lives of licenses, renewal periods are included only if there is evidence to support renewal by the Group without significant cost.

Trademarks and customer lists

Trademarks and customer lists are recognized as intangible assets only when acquired or gained in a business combination. Their cost represents fair value at the date of acquisition. Trademarks and customer lists have indefinite or finite useful lives. Indefinite useful life trademarks are tested for impairment annually. Finite useful life trademarks are carried at cost, less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of the trademarks and customer lists over their estimated useful lives. The estimated useful lives for trademarks and customer lists are based on specific characteristics of the market in which they exist. Trademarks and customer lists are included in Intangible assets, net.

Estimated useful lives are:

	Years
Estimated useful lives
Trademarks	1 to 15
Customer lists	4 to 20

Programming and content rights

Programming and content master rights which are purchased or acquired in business combinations which meet certain criteria are recorded at cost as intangible assets. The rights must be exclusive, related to specific assets which are sufficiently developed, and probable to bring future economic benefits and have validity for more than one year. Cost includes consideration paid or payable and other costs directly related to the acquisition of the rights, and are recognized at the earlier of payment or commencement of the broadcasting period to which the rights relate.

Programming and content rights capitalized as intangible assets have a finite useful life and are carried at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the rights over their estimated useful lives.

Non-exclusive and programming and content rights for periods less than one year are expensed over the period of the rights.

Indefeasible rights of use

There is no universally-accepted definition of an indefeasible rights of use (IRU). These agreements come in many forms. However, the key characteristics of a typical arrangement include:

•    The right to use specified network infrastructure or capacity;

•    For a specified term (often the majority of the useful life of the relevant assets);

•    Legal title is not transferred;

•    A number of associated service agreements including operations and maintenance (O&M) and co-location agreements. These are typically for the same term as the IRU; and

•    Any payments are usually made in advance.

IRUs are accounted for either as a lease, or service contract based on the substance of the underlying agreement.

IRU arrangements will qualify as a lease if, and when:

•    The purchaser has an exclusive right for a specified period and has the ability to resell (or sublet) the capacity; and

•    The capacity is physically limited and defined; and

•    The purchaser bears all costs related to the capacity (directly or not) including costs of operation, administration and maintenance; and

•    The purchaser bears the risk of obsolescence during the contract term.

If all of these criteria are not met, the IRU is treated as a service contract.

An IRU of network infrastructure (cables or fiber) is accounted for as a right of use asset (see E.3.), while capacity IRU (wavelength) is accounted for as an intangible asset.

The costs of an IRU recognized as service contract is recognized as prepayment and amortized in the statement of income as incurred over the duration of the contract.Impairment of non-financial assets

At each reporting date Millicom assesses whether there is an indication that a non-financial asset may be impaired. If any such indication exists, or when annual impairment testing for a non-financial asset is required, an estimate of the asset’s recoverable amount is made. The recoverable amount is determined based on the higher of its fair value less cost to sell, and its value in use, for individual assets, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Where no comparable market information is available, the fair value, less cost to sell, is determined based on the estimated future cash flows discounted to their present value using a discount rate that reflects current market conditions for the time value of money and risks specific to the asset. The foregoing analysis also evaluates the appropriateness of the expected useful lives of the assets. Impairment losses related to assets of continuing operations are recognized in the consolidated statement of income in expense categories consistent with the function of the impaired asset.

At each reporting date an assessment is made as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. Other than for goodwill, a previously recognized impairment loss is reversed if there has been a change in the estimate used to determine the asset’s recoverable amount since the last impairment loss was recognized. If so, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss.

After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.Movements in intangible assets

On May 20, 2019, the Group renewed 10MHz of the 1900 MHz spectrum in Colombia for a period of 10 years for an amount of $47 million (payable in five installments from June 2019 to February 2023) and an obligation to build 45 sites during the 20-month period following the renewal (approximately $20 million cost, that will be capitalized once the sites are built). In December 2019, the company substituted its coverage obligation by agreeing to pay the corresponding amount of $20 million in cash in 6 installments between January to June 2020. As a result, Management recognized an addition to spectrum assets and a liability for $20 million.

On July 9, 2019, the Tanzania Communications Regulatory Authority ('TCRA') issued a notice to cancel the license of Telesis, a subsidiary of Millicom in Tanzania that shared its 4G spectrum with Tigo and Zantel operations in the country. The net carrying value of the Telesis' license amounting to $8 million was therefore impaired during Q3 2019. As a consequence and in order to continue providing 4G services in the country, our operation in Tanzania had to purchase spectrum in the 800MHz band from the TCRA for a period of 15 years and for an amount of $12 million.

In December 2019, Millicom's wholly-owned subsidiary Telemovil El Salvador S.A. de C.V. ('Telemovil') acquired 50Mhz spectrum in the AWS band and paid an advance of $14 million. On January 8, 2020, Telemovil made a final payment of $20 million and started operating the spectrum.

In December 2019, Tigo Colombia participated in an auction launched by the Ministerio de Tecnologias de la Informacion y las Comunicaciones (MINTIC), and acquired licenses granting the right to use a total of 40 MHz in the 700 MHz band. The 20-year license will expire in 2040. As a result of this auction,Tigo Colombia has strengthened its spectrum position, which also includes 55 MHz in the 1900 band and 30 MHz of AWS. Tigo Colombia agreed to a total notional consideration of COP 2.45 billion (equivalent to approximately $710 million using the December 31, 2020 exchange rate), of which approximately 55% is payable in cash and 45% in coverage obligations to be met by 2025.

An initial payment of approximately $33 million was made in 2020, with the remainder payable in 12 annual installments beginning in 2026 and ending in 2037. The 55% cash portion bears interest at the Colombia-10 years Treasury Bond rate. In April and May 2020, local management received permission to operate 40 Mhz in the 700 MHz band and accounted for the spectrum as an Intangible asset at an amount of $388 million corresponding to the net present value of the future payments, plus other costs directly attributable to this acquisition. The related future interest commitments will be recognized as interest expense over the next 17 years. The remaining 45% consideration due as coverage obligations are currently being estimated and will be recognized in the statement of financial position as incurred.

Movements in intangible assets in 2020

	Goodwill	Licenses	Customer Lists	IRUs	Trademark	Other (i)	Total
	(US$ millions)
Opening balance, net	1,684	468	470	107	183	282	3,195
Change in scope	—	—	—	—	—	—	—
Additions	—	421	—	—	—	99	520
Amortization charge	—	(71)	(44)	(13)	(106)	(84)	(318)
Impairment	—	—	—	—	—	—	—
Disposals, net	—	—	—	14	—	—	13
Transfers	—	3	—	(18)	—	(1)	(16)
Exchange rate movements	(26)	49	(3)	(3)	—	(8)	10
Closing balance, net	1,659	870	423	86	77	289	3,403
Cost or valuation	1,659	1,305	630	196	323	840	4,953
Accumulated amortization and impairment	—	(435)	(207)	(111)	(246)	(550)	(1,550)
Net	1,659	870	423	86	77	289	3,403

Movements in intangible assets in 2019

	Goodwill	Licenses	Customer Lists	IRUs	Trademark	Other (i)	Total
	(US$ millions)
Opening balance, net	1,069	318	371	89	282	218	2,346
Change in scope (ii)	623	142	137	10	—	24	936
Additions	—	101	—	—	—	101	202
Amortization charge	—	(55)	(37)	(14)	(99)	(67)	(272)
Impairment	—	(8)	—	—	—	—	(8)
Disposals, net	—	—	—	—	—	—	—
Transfers	—	(5)	—	23	—	15	33
Transfer to/from held for sale	—	(18)	—	—	—	(3)	(21)
Exchange rate movements	(7)	(8)	(1)	—	—	(4)	(21)
Closing balance, net	1,684	468	470	107	183	282	3,195
Cost or valuation	1,684	926	688	214	325	809	4,647
Accumulated amortization and impairment	—	(458)	(218)	(107)	(142)	(527)	(1,451)
Net	1,684	468	470	107	183	282	3,195

(i)    Other includes mainly software costsCash used for the purchase of intangible assets

Cash used for intangible asset additions

	2020	2019	2018
	(US$ millions)
Additions	520	202	158
Change in accruals and payables for intangibles	(315)	(32)	(10)
Cash used for additions	202	171	148

Goodwill

Allocation of Goodwill to cash generating units (CGUs), net of exchange rate movements and after impairment

	2020	2019
	(US$ millions)
Panama (see note A.1.2.)(i)	907	907
El Salvador	194	194
Costa Rica	115	123
Paraguay	47	50
Colombia	173	181
Tanzania (see note E.1.6.)	12	12
Nicaragua (see note A.1.2)(i)	207	213
Other	3	3
Total	1,659	1,684

(i) Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Impairment testing of goodwill

Goodwill from CGUs is tested for impairment at least each year and more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment losses on goodwill are not reversed.

Goodwill arising on business combinations is allocated to each of the Group’s CGUs or groups of CGUs that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is allocated:

•    Represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and

•    Is not larger than an operating segment.

Impairment is determined by assessing the value-in-use and, if appropriate, the fair value less costs to sell of the CGU (or group of CGUs), to which goodwill relates.

Impairment testing at December 31, 2020

Goodwill was tested for impairment by assessing the recoverable amount against the carrying amount of the CGU based on discounted cash flows. The recoverable amounts are based on value-in-use. The value-in-use is determined based on the method of discounted cash flows. The cash flow projections used (operating profit margins, income tax, working capital, capex and license renewal cost) are extracted from business plans approved by management and presented to the Board, covering a fifteen-year planning horizon. The Group uses a fifteen-year planning horizon to obtain a stable business outlook, in particular due to the long investment cycles in the industry and the long-term planned and expected investments in licenses and spectrum. Cash flows beyond this period are extrapolated using a perpetual growth rate. When value-in-use results are lower than the carrying values of the CGUs, management determines the recoverable amount by using the fair value less cost of disposal (FVLCD) of the CGUs. FVLCD is usually determined by using recent offers received from third parties (Level 1).

For the year ended December 31, 2020, management concluded that no impairment should be recorded in the Group consolidated financial statements.

Impairment testing at December 31, 2019

For the year ended December 31, 2019, management concluded that no impairment should be recorded in the Group consolidated financial statements.

Key assumptions used in value in use calculations

The process of preparing the cash flow projections considers the current market condition of each CGU, analyzing the macroeconomic, competitive, regulatory and technological environments, as well as the growth opportunities of the CGUs. Therefore, a growth target is defined for each CGU, based on the appropriate allocation of operating resources and the capital investments required to achieve the target. The foregoing forecasts could differ from the results obtained through time; however, the Company prepares its estimates based on the current situation of each of the CGUs. Relevance of budgets used for the impairment test is also reviewed annually, with management performing regressive analysis between actual figures and budget/Long Range Plans (LRPs) used for previous year impairment test.

The cash flow projections for all CGUs is most sensitive to the following key assumptions:

•EBITDA margin is determined by dividing EBITDA by total revenues.

•CAPEX intensity is determined by dividing CAPEX by total revenues.

•Perpetual growth rate does not exceed the countries' GDP.

•Weighted average cost of capital (“WACC”) is used to discount the projected cash flows.

The most significant estimates used for the 2020 and 2019 impairment test are shown below:

CGU	Average EBITDA margin (%) (i)		Average CAPEX intensity (%) (i)		Perpetual growth rate (%)		WACC rate after tax (%)
	2020	2019	2020	2019	2020	2019	2020	2019
Bolivia	39.2	42.0	16.8	18.4	1.0	1.5	11.5	10.7
Colombia	35.7	34.1	17.7	17.7	2.0	1.9	8.3	8.6
Costa Rica	32.9	36.3	17.8	23.3	2.0	1.9	12.1	10.1
El Salvador	35.4	33.4	14.0	15.2	1.0	0.8	13.8	10.7
Nicaragua (see note A.1.2)	45.6	33.7	15.9	16.2	3.0	2.0	13.8	10.9
Panamá (see note A.1.2)	48.2	42.6	17.5	14.8	1.0	1.5	7.6	8.3
Paraguay	44.3	46.9	15.6	16.0	1.0	1.6	8.4	9.0
Tanzania	39.5	31.2	11.7	12.2	1.0	1.5	13.8	14.4

(i) Average is computed over the period covered by the plan.

Sensitivity analysis to changes in assumptions

Management performed a sensitivity analysis on key assumptions within the test. The following maximum increases or decreases, expressed in percentage points, were considered for all CGUs:

Reasonable changes in key assumptions (%)
Financial variables
WACC rates	+/-1
Perpetual growth rates	+/-1
Operating variables
EBITDA margin	+/-2
CAPEX intensity	+/-1

The sensitivity analysis shows a comfortable headroom between the recoverable amounts and the carrying values for all CGUs at December 31, 2020, except for El Salvador, Colombia and Nicaragua CGUs (the latter includes both the legacy fixed business and the

recently acquired Telefonica's assets). The following changes in key assumptions would trigger a potential impairment, which would mainly be due to the current political and economic turmoil caused by the pandemic:

Changes in key assumptions that would trigger a potential impairment	CGU
	El Salvador	Colombia	Nicaragua
Financial variables
WACC rate	+86bps	+85bps	+57bps
Operating variables
Average EBITDA margin	-147bps	-160bps	-183bps

Property, plant and equipmentAccounting for property, plant and equipment

Items of property, plant and equipment are stated at either historical cost, or the lower of fair value and present value of the future minimum lease payments for assets under finance leases, less accumulated depreciation and accumulated impairment. Historical cost includes expenditure that is directly attributable to acquisition of items. The carrying amount of replaced parts is derecognized.

Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset and the remaining life of the license associated with the assets, unless the renewal of the license is contractually possible.

Estimated useful lives	Duration
Buildings	40 years or lease period, if shorter
Networks (including civil works)	5 to 15 years or lease period, if shorter
Other	2 to 7 years

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The assets’ residual value and useful life is reviewed, and adjusted if appropriate, at each statement of financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.

Construction in progress consists of the cost of assets, labor and other direct costs associated with property, plant and equipment being constructed by the Group, or purchased assets which have yet to be deployed. When the assets become operational, the related costs are transferred from construction in progress to the appropriate asset category and depreciation commences.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Ongoing routine repairs and maintenance are charged to the statement of income in the financial period in which they are incurred.

Costs of major inspections and overhauls are added to the carrying value of property, plant and equipment and the carrying amount of previous major inspections and overhauls is derecognised.

Equipment installed on customer premises which is not sold to customers is capitalized and amortized over the customer contract period.

A liability for the present value of the cost to remove an asset on both owned and leased sites (for example cell towers) and for assets installed on customer premises (for example set-top boxes), is recognized when a present obligation for the removal exists. The corresponding cost of the obligation is included in the cost of the asset and depreciated over the useful life of the asset, or lease period if shorter.

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of that asset when it is probable that such costs will contribute to future economic benefits for the Group and the costs can be measured reliably.

Movements in tangible assets

Movements in tangible assets in 2020

	Network Equipment (ii)	Land and Buildings	Construction in Progress	Other(i)	Total
	(US$ millions)
Opening balance, net	2,212	206	355	127	2,899
Additions	31	—	606	11	649
Disposals, net	31	(2)	(2)	(41)	(13)
Depreciation charge	(644)	(22)	—	(83)	(749)
Asset retirement obligations	17	2	—	—	19
Transfers	588	5	(644)	75	24
Transfer from/(to) assets held for sale (see note E.4)	1	1	—	—	3
Exchange rate movements	(62)	(5)	(7)	(2)	(77)
Closing balance, net	2,175	185	308	87	2,755
Cost or valuation	6,423	329	308	407	7,466
Accumulated amortization and impairment	(4,248)	(144)	—	(320)	(4,711)
Net at December 31, 2020	2,175	185	308	87	2,755

Movements in tangible assets in 2019

	Network equipment	Land and buildings	Construction in progress	Other(i)	Total
	(US$ millions)
Opening balance, net	2,149	175	284	156	2,764
Change in Scope (ii)	201	48	14	9	272
Additions	87	4	612	16	719
Impairments/reversal of impairment, net	—	—	—	1	1
Disposals, net	(8)	(1)	(6)	(3)	(19)
Depreciation charge	(588)	(13)	—	(110)	(711)
Asset retirement obligations	14	5	—	—	19
Transfers	444	4	(537)	64	(24)
Transfers from/(to) assets held for sale (see note E.4.)(iv)	(61)	(14)	(7)	(5)	(88)
Exchange rate movements	(25)	(2)	(6)	(1)	(34)
Closing balance, net	2,212	206	355	127	2,899
Cost or valuation	6,655	364	355	477	7,851
Accumulated amortization and impairment	(4,443)	(158)	—	(351)	(4,952)
Net at December 31, 2019	2,212	206	355	127	2,899

(i)    Other mainly includes office equipment and motor vehicles.

(ii)     Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Borrowing costs capitalized for the years ended December 31, 2020, 2019 and 2018 were not significant.Cash used for the purchase of tangible assets

Cash used for property, plant and equipment additions

	2020	2019	2018
	(US$ millions)
Additions	649	719	698
Change in advances to suppliers	(4)	1	2
Change in accruals and payables for property, plant and equipment	(22)	17	(25)
Finance leases(i)	(1)	(1)	(43)
Cash used for additions	622	736	632

(i)As a result of the application of IFRS 16 finance leases were reclassified to lease liabilities on January 1, 2019. See above in the "New and amended IFRS accounting standards" for further information.

Right of use assets

Right-of-use assets are measured at cost comprising the following:

•the amount of the initial measurement of lease liability

•any lease payments made at or before the commencement date less any lease incentives received

•any initial direct costs, and

•restoration costs

Refer to note C.4. for further details on lease accounting policies.

Movements in right of use assets in 2020

Right-of-use assets	Land and buildings	Sites rental	Tower rental	Other network equipment	Capacity	Other	Total
	(US$ millions)
Opening balance, net	148	101	729	16	15	3	1,012
Change in scope	—	—	—	—	—	—	—
Additions	41	2	23	18	1	1	86
Modifications	9	10	(27)	(1)	—	—	(8)
Impairments	(1)	—	—	—	—	—	(1)
Disposals	(10)	(1)	—	(1)	—	—	(12)
Depreciation	(38)	(17)	(88)	(8)	(1)	(2)	(155)
Asset retirement obligations	—	1	—	—	—	(1)	—
Transfers	—	—	(2)	5	—	1	4
Exchange rate movements	(3)	(2)	(27)	—	—	—	(32)
Closing balance, net	147	93	607	31	14	2	895
Cost of valuation	206	127	839	42	18	6	1,238
Accumulated depreciation and impairment	(59)	(34)	(232)	(12)	(4)	(3)	(343)
Net at December 31, 2020	147	93	607	31	14	2	895

Assets held for sale If Millicom decides to sell subsidiaries, investments in joint ventures or associates, or specific non-current assets in its businesses, these items qualify as assets held for sale if certain conditions are met.Classification of assets held for sale Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is expected to be recovered principally through sale, not through continuing use. Liabilities of disposal groups are classified as Liabilities directly associated with assets held for sale.Millicom’s assets held for sale

The following table summarizes the nature of the assets and liabilities reported under assets held for sale and liabilities directly associated with assets held for sale as at December 31, 2020 and 2019:

	December 31,
	2020	2019
	(US$ millions)
Assets and liabilities reclassified as held for sale ($ millions)
Towers Colombia (see note E.4.1.)	1	2
Towers El Salvador (see note E.4.1.)	—	1
Towers Zantel	—	1
Total assets of held for sale	1	5
Total liabilities directly associated with assets held for sale	—	—
Net assets held for sale / book value	1	5

Chad

As mentioned in note A.1.3., on June 26, 2019, the Group completed the disposal of its operations in Chad for a cash consideration of $110 million. On the same date, Chad was deconsolidated and a gain on disposal of $77 million, net of costs of disposal of $4 million, was recognized. Foreign currency exchange losses accumulated in equity of $8 million have also been recycled in the statement of income accordingly. The resulting net gain of $70 million has been recognized under ‘Profit (loss) for the period from discontinued operations, net of tax’. The operating net loss of the operation for the period from January 1, 2019 to June 26, 2019 was $5 million.

In August 2020, the Group and the buyer of our operations in Chad agreed on a final price adjustment of $8 million in favor of the buyer. This price adjustment has been disbursed in September 2020 and recorded under the results from discontinued operations in the Group's statement of income.

The assets and liabilities deconsolidated on the date of the disposal were as follows:

Assets and liabilities held for sale ($ millions)	June 26, 2019
Intangible assets, net	18
Property, plant and equipment, net	89
Right of use assets	9
Other non-current assets	8
Current assets	34
Cash and cash equivalents	9
Total assets of disposal group held for sale	168
Non-current financial liabilities	8
Current liabilities	131
Total liabilities of disposal group held for sale	140
Net assets held for sale at book value	28

Senegal

As mentioned in note A.1.3. Millicom announced that it had agreed to sell its Senegal business to a consortium consisting of NJJ, Sofima (managed by the Axian Group) and Teylium Group. The sale was completed on April 27, 2018 in exchange of a final cash consideration of $151 million. The operations in Senegal were deconsolidated from that date resulting in a net gain on disposal of $6 million, including the recycling of foreign currency exchange losses accumulated in equity since the creation of the local operations. This gain has been recognized under ‘Profit (loss) for the year from discontinued operations, net of tax’.

The assets and liabilities were transferred to assets held for sale in relation to our operations in Senegal as at February 7, 2017 and therefore classified as held for sale as at December 31, 2017.

Rwanda

As mentioned in note A.1.3. on December 19, 2017, Millicom announced that it has signed an agreement for the sale of its Rwanda operations to subsidiaries of Bharti Airtel Limited.for a final cash consideration of $51 million, including a deferred cash payment due in January 2020 for an amount of $18 million which has been settled in January 2020. The transaction also included earn-outs for $7 million that are not recognized by the Group. The sale was completed on January 31, 2018. On that day, Millicom's operations in Rwanda have been deconsolidated and no material loss on disposal was recognized (its carrying value was aligned to its fair value

less costs of disposal as of December 31, 2017). However, a loss of $32 million was recognized in 2019 corresponding to the recycling of foreign currency exchange losses accumulated in equity since the creation of the local operation. This loss has been recognized under ‘Profit (loss) for the year from discontinued operations, net of tax’.

In accordance with IFRS 5, the Group’s businesses in Chad (Q2 2018), Rwanda (Q1 2018), and Senegal (Q1 2017) had been classified as assets held for sale and their results were classified as discontinued operations. Comparative figures of the statement of income had therefore been restated accordingly. Financial information relating to the discontinued operations for the year ended December 31, 2020, 2019 and 2018 is set out below. Figures shown below are after intercompany eliminations.

Results from discontinued operations

	December 31
	2020	2019	2018
	(US$ millions)
Revenue	—	50	189
Cost of sales	—	(14)	(51)
Operating expenses	(4)	(29)	(83)
Other expenses linked to the disposal of discontinued operations	(9)	(10)	(10)
Depreciation and amortization	—	(11)	(27)
Other operating income (expenses), net	—	—	(9)
Gain/(loss) on disposal of discontinued operations	—	74	(29)
Operating profit (loss)	(12)	61	(21)
Interest income (expense), net	—	(2)	(6)
Other non-operating (expenses) income, net	—	—	(2)
Profit (loss) before taxes	(12)	59	(29)
Credit (charge) for taxes, net	—	(2)	(4)
Net profit/(loss) from discontinuing operations	(12)	57	(33)

Cash flows from discontinued operations

	December 31
	2020	2019	2018
	(US$ millions)
Cash from (used in) operating activities, net	—	(8)	(38)
Cash from (used in) investing activities, net	—	5	8
Cash from (used in) financing activities, net	—	7	11

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Other assets and liabilities

12 Months Ended

Dec. 31, 2020

Subclassifications of assets, liabilities and equities [abstract]

Other assets and liabilities

Other assets and liabilitiesTrade receivables

Millicom’s trade receivables mainly comprise interconnect receivables from other operators, postpaid mobile and residential cable subscribers, as well as B2B customers. The nominal value of receivables adjusted for impairment approximates the fair value of trade receivables.

	2020	2019
	(US$ millions)
Gross trade receivables	649	636
Less: provisions for expected credit losses	(298)	(265)
Trade receivables, net	351	371

Aging of trade receivables

	Neither past due nor impaired	Past due (net of impairments)
		30–90 days	>90 days	Total
	(US$ millions)
2020:
Telecom operators	15	7	3	25
Own customers	167	65	34	266
Others	34	19	8	60
Total	216	90	45	351
2019:
Telecom operators	23	9	8	40
Own customers	177	63	29	270
Others	40	15	5	60
Total	241	88	43	371

Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for expected credit losses. The Group recognizes an allowance for expected credit losses (ECLs) applying a simplified approach in calculating the ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime of ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision for expected credit losses is recognized in the consolidated statement of income within Cost of sales.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those maturing more than 12 months after the end of the reporting period. These are classified within non-current assets. Loans and receivables are carried at amortized cost using the effective interest method. Gains and losses are recognized in the statement of income when the loans and receivables are derecognized or impaired, as well as through the amortization process.Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Inventories

	2020	2019
	(US$ millions)
Telephone and equipment	23	18
SIM cards	4	3
IRUs	—	3
Other	10	9
Inventory at December 31,	37	32

Trade payables Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method where the effect of the passage of time is material. From time to time, the Group enters into agreements to extend payment terms with various suppliers, and with factoring companies when such payments are discounted. The corresponding amount pending payment as of December 31, 2020, is recognized in Trade payables for an amount of $46 million (2019: $40 million).Current and non-current provisions and other liabilities Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, risks specific to the liability. Where discounting is used, increases in the provision due to the passage of time are recognized as interest expenses.Current provisions and other liabilities

Current

	2020	2019
	(US$ millions)
Deferred revenue	78	77
Customer deposits	14	14
Current legal provisions	22	36
Tax payables	72	74
Customer and MFS distributor cash balances	186	141
Withholding tax on payments to third parties	6	15
Other provisions	—	3
Other current liabilities(i)	133	113
Total	511	474

(i) Includes $44 million (2019: $38 million) of tax risk liabilities not related to income tax.Non-current provisions and other liabilities

Non-current

	2020	2019
	(US$ millions)
Non-current legal provisions	30	18
Long-term portion of asset retirement obligations	107	96
Long-term portion of deferred income on tower sale and leasebacks recognized under IAS 17	57	68
Long-term employment obligations	67	71
Other non-current liabilities	67	68
Total	328	322

Assets and liabilities related to contract with customers

Contract assets, net

	2020	2019
	(US$ millions)
Long-term portion	6	6
Short-term portion	28	37
Less: provisions for expected credit losses	(2)	(2)
Total	31	41

Contract liabilities

	2020	2019
	(US$ millions)
Long-term portion	2	1
Short-term portion	89	81
Total	90	82

The Group recognized revenue for $82 million in 2020 (2019: $87 million) that was included in the contract liability balance at the beginning of the year.

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at December 31, 2020 is $59 million ($59 million is expected to be recognized as revenue in the 2021 financial year and the remaining $1 million in the 2022 financial year or later) (i).

(i) This amount does not consider contracts that have an original expected duration of one year or less, neither contracts in which consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e. billing corresponds to accounting revenue).

Contract costs, net (i)

	2020	2019
	(US$ millions)
Net at January 1	5	4
Contract costs capitalized	1	7
Amortization of contract costs	(1)	(6)
Net at December 31	5	5

(i)    Incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that Millicom otherwise would have recognized is one year or less.

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Additional disclosure items

12 Months Ended

Dec. 31, 2020

Additional information [abstract]

Additional disclosure items

Additional disclosure itemsFees to auditors

	2020	2019	2018
	(US$ millions)
Audit fees	5.8	6.8	6.7
Audit related fees	0.5	1.3	0.4
Tax fees	0.1	0.1	0.2
Other fees	0.1	0.6	0.6
Total	6.4	8.8	7.7

Capital and operational commitments Millicom has a number of capital and operational commitments to suppliers and service providers in the normal course of its business. These commitments are mainly contracts for acquiring network and other equipment, and leases for towers and other operational equipment.Capital commitments At December 31, 2020, the Company and its subsidiaries had fixed commitments to purchase network equipment, land and buildings, other fixed assets and intangible assets of $564 million of which $400 million are due within one year (December 31, 2019: $122 million of which $102 million were due within one year). Increase is mainly due to the newly acquired spectrum license by Tigo Colombia and the related network coverage obligations. The Group’s share of commitments from the joint ventures is, respectively $69 million and $52 million. (December 31, 2019: $52 million and $51 million, respectively).Contingent liabilitiesLitigation and legal risks

The Company and its operations are contingently liable with respect to lawsuits, legal, regulatory, commercial and other legal risks that arise in the normal course of business. As of December 31, 2020, the total amount of claims brought against Millicom and its subsidiaries is $288 million (December 31, 2019: $204 million). The increase is mainly due to the complaint explained below. The Group's share of the comparable exposure for joint ventures is $14 million (December 31, 2019: $4 million).

As at December 31, 2020, $45 million has been provided by its subsidiaries for these risks in the consolidated statement of financial position (December 31, 2019: $30 million). The Group’s share of provisions made by the joint ventures was $3 million (December 31, 2019: $3 million). While it is not possible to ascertain the ultimate legal and financial liability with respect to these claims and risks, the ultimate outcome is not anticipated to have a material effect on the Group’s financial position and operations.

On May 25, 2020, as a result of the termination of the Costa Rica acquisition (see Note A.1.2.), Telefonica filed a complaint, followed by an amended complaint on August 3, 2020, against us in the Supreme Court of New York. The amended complaint asserts claims for breach of contract and alleges, among other things, that we were required to close because the closing conditions specified in the sale and purchase agreement for the acquisition had been satisfied. The complaint seeks, among other relief, a declaration of Telefonica’s rights, and unspecified damages, costs, and fees. We believe the complaint is without merit and that our position will ultimately be vindicated through the judicial process.

Other

At December 31, 2020, Millicom has various other less significant claims which are not disclosed separately in these consolidated financial statements because they are either not material or the related risk is remote.Tax related risks and uncertain tax position

The Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in some cases, it is difficult to predict the ultimate outcome. Therefore, judgment is required to determine liabilities for taxes.

In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, the Group assumes that a taxation authority with the right to examine amounts reported to it will examine those amounts and have full knowledge of all relevant information when making those examinations.

The Group has a process in place, and applies significant judgment, in identifying uncertainties over income tax treatments. Management considers whether or not it is probable that a taxation authority will accept an uncertain tax treatment. On that basis, the identified risks are split into three categories (i) remote risks (risk of outflow of tax payments are up to 20%), (ii) possible risks (risk of outflow of tax payments assessed from 21% to 49%) and probable risks (risk of outflow is more than 50%). The process is repeated every quarter by the Group.

If the Group concludes that it is probable or certain that the taxation authority will accept the tax treatment, the risks are categorized either as possible or remote, and it determines the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. The risks considered as possible are not provisioned but disclosed as tax contingencies in the Group consolidated financial statements while remote risks are neither provisioned nor disclosed.

If the Group concludes that it is probable that the taxation authority will not accept the Group’s interpretation of the uncertain tax treatment, the risks are categorized as probable, and are presented to reflect the effect of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates by generally using the most likely amount method – the single most likely amount in a range of possible outcomes.

If an uncertain tax treatment affects both deferred tax and current tax, the Group makes consistent estimates and judgments for both. For example, an uncertain tax treatment may affect both taxable profits used to determine the current tax and tax bases used to determine deferred tax.

If facts and circumstances change, the Group reassesses the judgments and estimates regarding the uncertain tax position taken.

At December 31, 2020, the tax risks exposure of the Group's subsidiaries is estimated at $339 million, for which provisions of $77 million have been recorded in tax liabilities; representing the probable amount of eventual claims and required payments related to

those risks (2019: $300 million of which provisions of $50 million were recorded). The Groups' share of comparable tax exposure and provisions in its joint ventures amounts to $69 million (2019: $49 million) and $7 million (2019: $4 million), respectively.Non-cash investing and financing activities

Non-cash investing and financing activities from continuing operations

	Note	2020	2019	2018
		(US$ millions)
Investing activities
Acquisition of property, plant and equipment, including (finance) leases	E.2.2.	(27)	17	(65)
Asset retirement obligations	E.2.2.	19	19	15
Financing activities
(Finance) Leases	C.4.	(1)	(1)	(43)
Share based compensation	B.4.1.	24	27	21

Related party balances and transactions

The Group’s significant related parties are:

•    Until November 14, 2019, date on which Millicom SDRs were paid out to the shareholders of Kinnevik (see 'Introduction' note), Kinnevik AB (Kinnevik) was Millicom’s previous principal shareholder;

•    Helios Towers Africa Ltd (HTA), in which Millicom held a direct or indirect equity interest - until October 15, 2019, date on which Millicom lost significant influence on HTA and started accounting for its investments at fair value under IFRS 9 (see note A.3.1.and C.7.3.

•    EPM and subsidiaries (EPM), the non-controlling shareholder in our Colombian operations (see note A.1.4.);

•    Miffin Associates Corp and subsidiaries (Miffin), our joint venture partner in Guatemala.

•    Cable Onda partners and subsidiaries, the non-controlling shareholders in our Panama operations (see note A.1.2.).

Kinnevik

Until November 14, 2019, Kinnevik was Millicom's principal shareholder, owning approximately 37% of Millicom. Kinnevik is a Swedish holding company with interests in the telecommunications, media, publishing, paper and financial services industries.

During 2020, 2019 and 2018, Kinnevik did not purchase any Millicom shares. There were no significant loans made by Millicom to or for the benefit of Kinnevik or Kinnevik controlled entities.

During 2019 and 2018, the Company purchased services from Kinnevik subsidiaries including fraud detection, procurement and professional services. Transactions and balances with Kinnevik Group companies are disclosed under 'Other' in the tables below.

Helios Towers

Millicom sold its tower assets and leased back a portion of space on the towers in several African countries and contracted for related operation and management services with HTA. The Group has future lease commitments in respect of the tower companies (see note E.4.). As mentioned above, Helios Towers ceased to be a related party to the Group from October 15, 2019.

Empresas Públicas de Medellín (EPM)

EPM is a state-owned, industrial and commercial enterprise, owned by the municipality of Medellin, and provides electricity, gas, water, sanitation, and telecommunications. EPM owns 50% of our operations in Colombia.

Miffin Associates Corp (Miffin)

The Group purchases and sells products and services from and to the Miffin Group. Transactions with Miffin represent recurring commercial operations such as purchase of handsets, and sale of airtime.

Cable Onda Partners

Our partners in Panama are the non-controlling shareholders of Cable Onda and own 20% of the company, and indirectly 20% of Grupo de Comunicaciones Digitales S.A. (formerly Telefonica Moviles Panama, S.A.), which had been acquired by Cable Onda in

August 2019. Additionally, they also hold interests in several entities which have purchasing and selling recurring commercial operations with Cable Onda (such as the sale of content costs, delivery of broadband services, etc.). Transactions and balances with Cable Onda Partners companies are disclosed under 'Other' in the tables below given their individual immateriality.

Expenses from transactions with related parties	2020	2019	2018
	(US$ millions)
Purchases of goods and services from Miffin	(216)	(214)	(175)
Purchases of goods and services from EPM	(37)	(42)	(40)
Lease of towers and related services from HTA(i)	—	(146)	(28)
Other expenses	(57)	(10)	(1)
Total	(310)	(412)	(244)

(i) HTA ceased to be a related party on October 15, 2019. See note C.7.3. for further details.

Income and gains from transactions with related parties	2020	2019	2018
	(US$ millions)
Sale of goods and services to Miffin	327	306	284
Sale of goods and services to EPM	15	13	17
Other revenue	2	3	2
Total	343	322	303

As at December 31, the Company had the following balances with related parties:

	December 31
	2020	2019
	(US$ millions)
Liabilities
Payables to Guatemala joint venture(i)	231	361
Payables to Honduras joint venture(ii)	103	133
Payables to EPM	20	37
Payables to Panama non-controlling interests	1	—
Other accounts payable	1	—
Total	356	531

(i)    Shareholder loans bearing interest. Out of the amount above, $29 million are due over more than one year.

(ii)    Amount payable mainly consist of dividend advances for which dividends are expected to be declared later in 2021 and/or shareholder loans.

	December 31
	2020	2019
	(US$ millions)
Assets
Receivables from EPM	3	3
Receivables from Guatemala joint venture (i)	206	11
Receivables from Honduras joint venture (ii)	84	11
Receivables from Panama non-controlling interests	1	—
Receivable from AirtelTigo Ghana (iii)	—	43
Other accounts receivable	5	4
Total	299	73

(i) In October 2020, Millicom granted a shareholder loan of $193 million to Guatemala (out of which $39 million is due after more than one year as of December 31, 2020). The loan bears interests at 4% p.a. and is repayable by January 13, 2022, at the latest. Together with other shareholder and external financings, the proceeds were used to repay the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 (note A.2.2.).

(ii)    In November 2020, our operations in Honduras completed a shareholding restructuring whereby Telefonica Cellular S.A. acquired the shares of Navega S.A. de CV from its existing shareholders. The sale consideration will be payable in several installments with a final settlement in November 2023. As of December 31, 2020, $51 million out of a total receivable of $79 million is due after more than one year and therefore disclosed in non-current assets. The disposal also triggered the recognition of a net gain of $ 4 million, under ‘Other operating income (expenses), net’ in the Group's statement of income, corresponding to the portion of gain realized on the unrelated investors' interests in the joint venture (i.e. 33.33%).

(iii)    In 2020, and as a result of the significant deterioration of the credit risk of AirtelTigo Ghana, combined with other unfavorable economic factors, Millicom concluded that this related party loan was underperforming and should be impaired. As a consequence, the Group fully impaired this receivable of $45 million during the year, disclosed under ' Other operating income (expenses), net' in the income statement.

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IPO - Millicom's operations in Tanzania	12 Months Ended
	Dec. 31, 2020
Share Capital, Reserves And Other Equity [Abstract]
IPO - Millicom's operations in Tanzania	IPO – Millicom’s operations in Tanzania The Tanzanian government has implemented legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a Tanzanian public offering. The Group is currently planning for the IPO of our Tanzanian operation pursuant to the legislation and have filed a draft prospectus with the Tanzania Capital Market and Securities Authority in December 2019. The Regulator has since requested the Group to retain an underwriter to ensure the success of the IPO. Together with its investment bank advisers, the Group is seeking an underwriter active in the Tanzanian and Eastern African markets, a process currently underway.

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Subsequent events

12 Months Ended

Dec. 31, 2020

Events After Reporting Period [Abstract]

Subsequent events

Subsequent events

2026, 2028 and 2029 Senior Notes

On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. This redemption follows Millicom’s announcement dated February 11, 2021. Total consideration of approximately $180 million was funded from cash, consistent with the Company's decision to prioritize debt reduction.

Colombia bond

On February 16, 2021, Millicom’s subsidiary UNE EPM Telecomunicaciones S.A (“UNE”) issued, under the approved local bond program, a COP 485,680 million bond (approximately $138 million) with 3 maturities: a “Serie 7 years at 5.56% fixed rate”, a “Serie 10 years at CPI plus 2.61% margin” and a "15 years at CPI plus 3.18% margin”. The use of proceeds will be mainly for local USD debt refinancing, to improve UNE’s natural hedge against local currency, and also to extend maturities.

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Introduction (Policies)

12 Months Ended

Dec. 31, 2020

Disclosure of changes in accounting policies, accounting estimates and errors [Abstract]

Description of accounting policy for foreign currency translation

Foreign currency

Financial information in these financial statements are shown in the US dollar presentation currency of the Group and rounded to the nearest million (US$ million) except where otherwise indicated. The financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The functional currency of each subsidiary, joint venture and associate reflects the economic substance of the underlying events and circumstances of these entities. Except for El Salvador where the functional currency is US dollar, the functional currency in other countries is the local currency.

The results and financial position of all Group entities (none of which operate in an economy with a hyperinflationary environment) with functional currency other than the US dollar presentation currency are translated into the presentation currency as follows:

(i)    Assets and liabilities are translated at the closing rate on the date of the statement of financial position;

(ii)    Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

(iii)    All resulting exchange differences are recognized as a separate component of equity (currency translation reserve), in the caption “Other reserves”.

On consolidation, exchange differences arising from the translation of net investments in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are recorded in equity. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.

Goodwill and fair value adjustments arising on acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Foreign exchange gains and losses Transactions denominated in a currency other than the functional currency are translated into the functional currency using exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions, and on translation of monetary assets and liabilities denominated in currencies other than the functional currency at year-end exchange rates, are recognized in the consolidated statement of income, except when deferred in equity as qualifying cash flow hedges.

Description of accounting policy for subsidiaries

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

Description of accounting policy for investments in joint ventures

Joint ventures are accounted for using the equity method of accounting and are initially recognized at cost (calculated at fair value if it was a subsidiary of the Group before becoming a joint venture). The Group’s investments in joint ventures include goodwill (net of any accumulated impairment loss) on acquisition.

The Group’s share of post-acquisition profits or losses of joint ventures is recognized in the consolidated statement of income and its share of post-acquisition movements in reserves is recognized in reserves. Cumulative post-acquisition movements are adjusted against the carrying amount of the investments. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the joint ventures.

Gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in joint ventures are recognized in the statement of income.

After application of the equity method, including recognizing the joint ventures’ losses, the Group applies IFRS 9 to determine whether it is necessary to recognize any additional impairment loss with respect to its net investment in the joint venture.

Description of accounting policy for investment in associates

The Group accounts for associates in the same way as it accounts for joint ventures.

Description of accounting policy for discontinued operations

Classification of discontinued operations Discontinued operations are those which have identifiable operations and cash flows (for both operating and management purposes) and represent a major line of business or geographic area which has been disposed of, or are held for sale. Revenue and expenses associated with discontinued operations are presented retrospectively in a separate line in the consolidated statement of income. Millicom determined that the loss of path to control of operations by the termination of a contractual arrangement (e.g. termination without exercise of an unconditional call option agreement giving path to control, as occurred with the Guatemala and Honduras operations) does not require presentation as a discontinued operation.

Description of accounting policy for recognition of revenue

Revenue recognition

Revenue is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer.

The Group applies the following practical expedients foreseen in IFRS 15:

•No adjustment to the transaction price for the means of a financing component whenever the period between the transfer of a promised good or service to a customer and the associated payment is one year or less; when the period is more than one year the financing component is adjusted, if material.

•Disclosure in the Group Financial Statements the transaction price allocated to unsatisfied performance obligations only for contracts that have an original expected duration of more than one year (e.g. unsatisfied performance obligations for contracts that have an original duration of one year or less are not disclosed).

•Application of the practical expedient not to disclose the price allocated to unsatisfied performance obligations, if the consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e, if billing corresponds to accounting revenue).

•Application of the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.

Post-paid connection fees are derived from the payment of a non-refundable / one-time fee charged to customer to connect to the network (e.g. connection / installation fee). Usually, it does not represent a distinct good or service, and therefore does not give rise to a separate performance obligation and revenue is recognized over the minimum contract duration. However, if the fee is paid by a customer to get the right to receive goods or services without having to pay this fee again over his tenure with the Group (e.g. the customer can readily extend his contract without having to pay the same fee again), it is accounted for as a material right and revenue should be recognized over the customer retention period.

Post-paid mobile / cable subscription fees are recognized over the relevant enforceable/subscribed service period (recurring monthly access fees that do not vary based on usage). The service provision is usually considered as a series of distinct services that have the same pattern of transfer to the customer. Remaining unrecognized subscription fees, which are not refunded to the customers, are fully recognized once the customer has been disconnected.

Prepaid scratch / SIM cards are services where customers purchase a specified amount of airtime or other credit in advance. Revenue is recognized as the credit is used. Unused credit is carried in the statement of financial position as a contract liability. Upon expiration of the validity period, the portion of the contract liability relating to the expiring credit is recognized as revenue, since there is no longer an obligation to provide those services.

Telephone and equipment sales are recognized as revenue once the customer obtains control of the good. That criteria is fulfilled when the customer has the ability to direct the use and obtain substantially all of the remaining benefits from that good.

Revenue from provision of Mobile Financial Services (MFS) is recognized once the primary service has been provided to the customer.

Customer premise equipment (CPE) are provided to customers as a prerequisite to receive the subscribed Home services and shall be returned at the end of the contract duration. Since CPEs provided over the contract term do not provide benefit to the customer on their own, they do not give rise to separate performance obligations and therefore are accounted for as part of the service provided to the customers.

Bundled offers are considered arrangements with multiple deliverables or elements, which can lead to the identification of separate performance obligations. Revenue is recognized in accordance with the transfer of goods or services to customers in an amount that reflects the relative standalone selling price of the performance obligation (e.g. sale of telecom services, revenue over time + sale of handset, revenue at a point in time).

Principal-Agent, some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer. In these instances, the Group determines whether it has promised to provide the specified good or service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). For example, performance obligations relating to services provided by third-party content providers (i.e., mobile Value Added Services or “VAS”) or service providers (i.e., wholesale international traffic) where the Group neither controls a right to the provider’s service nor controls the underlying service itself are presented net because the Group is acting as an agent. The Group generally acts as a principal for other types of services where the Group is the primary obligor of the arrangement. In cases the Group determines that it acts as a principal, revenue is recognized in the gross amount, whereas in cases the Group acts as an agent revenue is recognized in the net amount.

Revenue from the sale of cables, fiber, wavelength or capacity contracts, when part of the ordinary activities of the operation, is recognized as recurring revenue. Revenue is recognized when the cable, fiber, wavelength or capacity has been delivered to the customer, based on the amount expected to be received from the customer.

Revenue from operating lease of tower space is recognized over the period of the underlying lease contracts. Finance leases revenue is apportioned between lease of tower space and interest income.

Significant judgments

The determination of the standalone selling price for contracts that involve more than one performance obligation may require significant judgment, such as when the selling price of a good or service is not readily observable.

The Group determines the standalone selling price of each performance obligation in the contract in accordance to the prices that the Group would apply when selling the same services and/or telephone and equipment included in the obligation to a similar customer on a standalone basis. When standalone selling price of services and/or telephone and equipment are not directly observable, the Group maximizes the use of external input and uses the expected cost plus margin approach to estimate the standalone selling price.

Description of accounting policy for expenses

Cost of sales

Cost of sales is recorded on an accrual basis.

Incremental costs of obtaining a contract

Incremental costs of obtaining a contract, including dealer commissions, are capitalized as Contract Costs in the statement of financial position and amortized in operating expenses over the expected benefit period, which is based on the average duration of contracts with customer (see practical expedient in note B.1.1.).

Operating leases - until 2018 year-end

Operating leases were all leases that did not qualify as finance leases. Operating lease payments were recognized as expenses in the consolidated statement of income on a straight-line basis over the lease term.

Description of accounting policy for segment reporting

Management determines operating and reportable segments based on information used by the chief operating decision maker (CODM) to make strategic and operational decisions from both a business and geographic perspective. The Group’s risks and rates of return are predominantly affected by operating in different geographical regions. The Group has businesses in two main regions: Latin America ("Latam") and Africa. The Latam figures below include Honduras and Guatemala as if they are fully consolidated by the Group, as this reflects the way management reviews and uses internally reported information to make decisions. Honduras and Guatemala are shown under the Latam segment. The joint venture in Ghana is not reported as if fully consolidated.

Description of accounting policy for share-based payment transactions

The cost of these plans is recognized, together with a corresponding increase in equity (share compensation reserve), over the period in which the performance and/or employment conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award. Adjustments are made to the expense recorded for forfeitures, mainly due to management and employees leaving Millicom. Non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. These are treated as vested, regardless of whether or not the market conditions are satisfied, provided that all other performance conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any modification that increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Description of accounting policy for employee benefits

Pension plans

The pension plans apply to employees who meet certain criteria (including years of service, age and participation in collective agreements).

Pension and other similar employee related obligations can result from either defined contribution plans or defined benefit plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. No further payment obligations exist once the contributions have been paid. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as assets to the extent that a cash refund or a reduction in future payments is available.

Defined benefit pension plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the statement of financial position in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows, using an appropriate discount rate based on maturities of the related pension liability.

Re-measurement of net defined benefit liabilities are recognized in other comprehensive income and not reclassified to the statement of income in subsequent years.

Past service costs are recognized in the statement of income on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognizes related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit asset/liability.

Long-service plans

Long-service plans apply for Colombian subsidiary UNE employees with more than five years of service whereby additional bonuses are paid to employees that reach each incremental length of service milestone (from five to 40 years).

Termination plans

In addition, UNE has a number of employee defined benefit plans. The level of benefits provided under the plans depends on collective employment agreements and Colombian labor regulations. There are no defined assets related to the plans, and UNE make payments to settle obligations under the plans out of available cash balances.

At December 31, 2020, the defined benefit obligation liability amounted to $59 million (2019: $59 million) and payments expected in the plans in future years totals $95 million (2019: $106 million). The average duration of the defined benefit obligation at December 31, 2020 is 6 years (2019: 6 years). The termination plans apply to employees that joined UNE prior to December 30, 1996. The level of payments depends on the number of years in which the employee has worked before retirement or termination of their contract with UNE.

Except for the UNE pension plan described above, there are no other significant defined benefits plans in the Group.

Description of accounting policy for deferred income tax

Deferred tax is calculated using the liability method on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amount for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting, nor taxable profit or loss.

Deferred tax assets are recognized for all temporary differences including unused tax credits and tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized, except where the

deferred tax assets relate to deductible temporary differences from initial recognition of an asset or liability in a transaction that is not a business combination, and, at the time of the transaction, affects neither accounting, nor taxable profit or loss. It is probable that taxable profit will be available when there are sufficient taxable temporary differences relating to the same tax authority and the same taxable entity which are expected to reverse in the same period as the expected reversal of the deductible temporary difference.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilize them. Unrecognized deferred tax assets are reassessed at each statement of financial position date and are recognized to the extent it is probable that future taxable profit will enable the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rate expected to apply in the year when the assets are realized or liabilities settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date. Deferred tax assets and deferred tax liabilities are offset where legally enforceable set off rights exist and the deferred taxes relate to the same taxable entity and the same taxation authority.

Description of accounting policy for earnings per share

Basic earnings (loss) per share are calculated by dividing net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings (loss) per share are calculated by dividing the net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number of dilutive potential shares.

Description of accounting policy for treasury shares

Where any Group company purchases the Company’s share capital, the consideration paid, including any directly attributable incremental costs, is shown under Treasury shares and deducted from equity attributable to the Company’s equity holders until the shares are canceled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental costs and the related income tax effects is included in equity attributable to the Company’s equity holders.

Description of accounting policy for intangible assets and goodwill

Intangible assets acquired in business acquisitions are initially measured at fair value at the date of acquisition, and those which are acquired separately are measured at cost. Internally generated intangible assets, excluding capitalized development costs, are not capitalized but expensed to the statement of income in the expense category consistent with the function of the intangible assets. Subsequently intangible assets are carried at cost, less any accumulated amortization and any accumulated impairment losses.

Intangible assets with finite useful lives are amortized over their estimated useful economic lives using the straight-line method and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed at least at each financial year end. Changes in expected useful lives or the expected beneficial use of the assets are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.

Amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense category consistent with the function of the intangible assets.

Goodwill

Goodwill represents the excess of cost of an acquisition over the Group’s share in the fair value of identifiable assets less liabilities and contingent liabilities of the acquired subsidiary, at the date of the acquisition. If the fair value or the cost of the acquisition can only be determined provisionally, then goodwill is initially accounted for using provisional values. Within 12 months of the acquisition date, any adjustments to the provisional values are recognized. This is done when the fair values and the cost of the

acquisition have been finally determined. Adjustments to provisional fair values are made as if the adjusted fair values had been recognized from the acquisition date. Goodwill on acquisition of subsidiaries is included in intangible assets, net. Goodwill on acquisition of joint ventures or associates is included in investments in joint ventures and associates. Following initial recognition, goodwill is measured at cost, less any accumulated impairment losses. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in this manner is measured, based on the relative values of the operation disposed and the portion of the cash-generating unit retained.

Licenses

Licenses are recorded at either historical cost or, if acquired in a business combination, at fair value at the date of acquisition. Cost includes cost of acquisition and other costs directly related to acquisition and retention of licenses over the license period. These costs may include estimates related to fulfillment of terms and conditions related to the licenses such as service or coverage obligations, and may include up-front and deferred payments.

Licenses have a finite useful life and are carried at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the licenses over their estimated useful lives.

The terms of licenses, which have been awarded for various periods, are subject to periodic review for, among other things, rate setting, frequency allocation and technical standards. Licenses are initially measured at cost and are amortized from the date the network is available for use on a straight-line basis over the license period. Licenses held, subject to certain conditions, are usually renewable and generally non-exclusive. When estimating useful lives of licenses, renewal periods are included only if there is evidence to support renewal by the Group without significant cost.

Trademarks and customer lists

Trademarks and customer lists are recognized as intangible assets only when acquired or gained in a business combination. Their cost represents fair value at the date of acquisition. Trademarks and customer lists have indefinite or finite useful lives. Indefinite useful life trademarks are tested for impairment annually. Finite useful life trademarks are carried at cost, less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of the trademarks and customer lists over their estimated useful lives. The estimated useful lives for trademarks and customer lists are based on specific characteristics of the market in which they exist. Trademarks and customer lists are included in Intangible assets, net.

Description of accounting policy for impairment of non-financial assets

At each reporting date Millicom assesses whether there is an indication that a non-financial asset may be impaired. If any such indication exists, or when annual impairment testing for a non-financial asset is required, an estimate of the asset’s recoverable amount is made. The recoverable amount is determined based on the higher of its fair value less cost to sell, and its value in use, for individual assets, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Where no comparable market information is available, the fair value, less cost to sell, is determined based on the estimated future cash flows discounted to their present value using a discount rate that reflects current market conditions for the time value of money and risks specific to the asset. The foregoing analysis also evaluates the appropriateness of the expected useful lives of the assets. Impairment losses related to assets of continuing operations are recognized in the consolidated statement of income in expense categories consistent with the function of the impaired asset.

At each reporting date an assessment is made as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. Other than for goodwill, a previously recognized impairment loss is reversed if there has been a change in the estimate used to determine the asset’s recoverable amount since the last impairment loss was recognized. If so, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss.

After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

Description of accounting policy for impairment of assets

Goodwill from CGUs is tested for impairment at least each year and more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment losses on goodwill are not reversed.

Goodwill arising on business combinations is allocated to each of the Group’s CGUs or groups of CGUs that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is allocated:

•    Represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and

•    Is not larger than an operating segment.

Impairment is determined by assessing the value-in-use and, if appropriate, the fair value less costs to sell of the CGU (or group of CGUs), to which goodwill relates.

Description of accounting policy for property, plant and equipment

Items of property, plant and equipment are stated at either historical cost, or the lower of fair value and present value of the future minimum lease payments for assets under finance leases, less accumulated depreciation and accumulated impairment. Historical cost includes expenditure that is directly attributable to acquisition of items. The carrying amount of replaced parts is derecognized.

Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset and the remaining life of the license associated with the assets, unless the renewal of the license is contractually possible.

Estimated useful lives	Duration
Buildings	40 years or lease period, if shorter
Networks (including civil works)	5 to 15 years or lease period, if shorter
Other	2 to 7 years

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The assets’ residual value and useful life is reviewed, and adjusted if appropriate, at each statement of financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.

Construction in progress consists of the cost of assets, labor and other direct costs associated with property, plant and equipment being constructed by the Group, or purchased assets which have yet to be deployed. When the assets become operational, the related costs are transferred from construction in progress to the appropriate asset category and depreciation commences.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Ongoing routine repairs and maintenance are charged to the statement of income in the financial period in which they are incurred.

Costs of major inspections and overhauls are added to the carrying value of property, plant and equipment and the carrying amount of previous major inspections and overhauls is derecognised.

Equipment installed on customer premises which is not sold to customers is capitalized and amortized over the customer contract period.

A liability for the present value of the cost to remove an asset on both owned and leased sites (for example cell towers) and for assets installed on customer premises (for example set-top boxes), is recognized when a present obligation for the removal exists. The corresponding cost of the obligation is included in the cost of the asset and depreciated over the useful life of the asset, or lease period if shorter.

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of that asset when it is probable that such costs will contribute to future economic benefits for the Group and the costs can be measured reliably.

Description of accounting policy for non-current assets or disposal groups classified as held for sale

If Millicom decides to sell subsidiaries, investments in joint ventures or associates, or specific non-current assets in its businesses, these items qualify as assets held for sale if certain conditions are met.Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is expected to be recovered principally through sale, not through continuing use. Liabilities of disposal groups are classified as Liabilities directly associated with assets held for sale.

Description of accounting policy for trade receivables

Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for expected credit losses. The Group recognizes an allowance for expected credit losses (ECLs) applying a simplified approach in calculating the ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime of ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision for expected credit losses is recognized in the consolidated statement of income within Cost of sales. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those maturing more than 12 months after the end of the reporting period. These are classified within non-current assets. Loans and receivables are carried at amortized cost using the effective interest method. Gains and losses are recognized in the statement of income when the loans and receivables are derecognized or impaired, as well as through the amortization process.

Description of accounting policy for measuring inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Description of accounting policy for trade and other payables

Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method where the effect of the passage of time is material.

Description of accounting policy for provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, risks specific to the liability. Where discounting is used, increases in the provision due to the passage of time are recognized as interest expenses.

Description of accounting policy for leases

Operating leases - until 2018 year-endOperating leases were all leases that did not qualify as finance leases. Operating lease payments were recognized as expenses in the consolidated statement of income on a straight-line basis over the lease term.

Right-of-use assets are measured at cost comprising the following:

•the amount of the initial measurement of lease liability

•any lease payments made at or before the commencement date less any lease incentives received

•any initial direct costs, and

•restoration costs

Description of accounting policy for income tax

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

The Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in some cases, it is difficult to predict the ultimate outcome. Therefore, judgment is required to determine liabilities for taxes.

In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, the Group assumes that a taxation authority with the right to examine amounts reported to it will examine those amounts and have full knowledge of all relevant information when making those examinations.

The Group has a process in place, and applies significant judgment, in identifying uncertainties over income tax treatments. Management considers whether or not it is probable that a taxation authority will accept an uncertain tax treatment. On that basis, the identified risks are split into three categories (i) remote risks (risk of outflow of tax payments are up to 20%), (ii) possible risks (risk of outflow of tax payments assessed from 21% to 49%) and probable risks (risk of outflow is more than 50%). The process is repeated every quarter by the Group.

If the Group concludes that it is probable or certain that the taxation authority will accept the tax treatment, the risks are categorized either as possible or remote, and it determines the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. The risks considered as possible are not provisioned but disclosed as tax contingencies in the Group consolidated financial statements while remote risks are neither provisioned nor disclosed.

If the Group concludes that it is probable that the taxation authority will not accept the Group’s interpretation of the uncertain tax treatment, the risks are categorized as probable, and are presented to reflect the effect of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates by generally using the most likely amount method – the single most likely amount in a range of possible outcomes.

If an uncertain tax treatment affects both deferred tax and current tax, the Group makes consistent estimates and judgments for both. For example, an uncertain tax treatment may affect both taxable profits used to determine the current tax and tax bases used to determine deferred tax.

If facts and circumstances change, the Group reassesses the judgments and estimates regarding the uncertain tax position taken.

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Introduction (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure of changes in accounting policies, accounting estimates and errors [Abstract]

Foreign exchange rates

The following table presents functional currency translation rates for the Group’s locations to the US dollar on December 31, 2020, 2019 and 2018 and the average rates for the years ended December 31, 2020, 2019 and 2018.

Exchange Rates to the US Dollar	Functional Currency	2020 Year-end Rate	2019 Year-end Rate	Change %		2020 Average Rate	2019 Average Rate	Change %		2018 Average Rate
Bolivia	Boliviano (BOB)	6.91	6.91	—		6.91	6.91	—	%	6.91
Chad	CFA Franc (XAF)	n/a	n/a	n/a		n/a	n/a	n/a		571
Colombia	Peso (COP)	3,432.50	3,277	4.7	%	3,695	3,296	12.1	%	2,973
Costa Rica	Costa Rican Colon (CRC)	617.30	576	7.1	%	590	588	0.3	%	578
El Salvador	US dollar	n/a	n/a	n/a		n/a	n/a	n/a		n/a
Ghana	Cedi (GHS)	5.87	5.73	2.4	%	5.75	5.33	7.9	%	4.63
Guatemala	Quetzal (GTQ)	7.79	7.70	1.2	%	7.73	7.71	0.3	%	7.52
Honduras	Lempira (HNL)	24.20	24.72	(2.1)	%	24.65	24.59	0.2	%	23.99
Luxembourg	Euro (EUR)	0.82	0.89	(8.2)	%	0.87	0.89	(2.1)	%	0.85
Nicaragua	Cordoba (NIO)	34.82	33.84	2.9	%	34.34	33.12	3.7	%	31.55
Panama	Balboa (B/.) (i)	n/a	n/a	n/a		n/a	n/a	n/a		n/a
Paraguay	Guarani (PYG)	6,900.11	6,453	6.9	%	6,758	6,232	8.4	%	5,743
Sweden	Krona (SEK)	8.23	9.37	(12.1)	%	9.16	9.43	(2.9)	%	8.71
Tanzania	Shilling (TZS)	2,318.95	2,299	0.9	%	2,312	2,304	0.3	%	2,274
United Kingdom	Pound (GBP)	0.73	0.75	(3.0)	%	0.77	0.78	(1.2)	%	0.75

(i) the balboa is tied to the United States dollar at an exchange rate of 1:1.

Effects of implementation of new IFRS

For leases previously classified as finance leases Millicom recognized the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application. The measurement principles of IFRS 16 are only applied after that date.

$ millions	January 1, 2019
Operating lease commitments disclosed as at December 31, 2018	801
(Plus): Non lease components obligations	57
(Less): Short term leases recognized on a straight line basis as an expense	(3)
(Less): Low value leases recognized on a straight line basis as an expense	(2)
(Less): Contract included in the lease commitments but with starting date in 2019 and not part of the IFRS 16 opening balances	(17)
(Plus/Less): Other	(9)
Gross lease liabilities	828
Discounted using the lessee's incremental borrowing rate at the date of the initial application	(283)
Incremental lease liabilities recognized at January 1, 2019	545
(Plus): Finance lease liabilities recognized at December 31, 2018	353
Lease liabilities recognized at January 1, 2019	898
Of which are:
Current lease liabilities	86
Non-current lease liabilities	812

The application of IFRS 16 affected the following items in the statement of financial position on January 1, 2019:

FINANCIAL POSITION $ millions	As at January 1, 2019 before application	Effect of adoption of IFRS 16	As at January 1, 2019 after application	Reason for the change
ASSETS
Property, plant and equipment, net	3,071	(307)	2,764	(i)
Right-of-use asset (non-current) NEW	—	856	856	(ii)
Prepayments	129	(6)	123	(iii)
LIABILITIES
Lease liabilities (non-current) NEW	—	812	812	(iv)
Debt and other financing (non-current)	4,123	(337)	3,786	(v)
Lease liabilities (current) NEW	—	86	86	(iv)
Debt and other financing (current)	458	(16)	442	(v)
Other current liabilities	492	(2)	490	(vi)

(i)    Transfer of previously capitalized assets under finance leases to Right-of-Use assets.

(ii)    Initial recognition of Right-of-Use assets, transfer of previously recognized finance leases and of lease prepayments to the Right-of-Use asset cost at transition.

(iii)    Transfer of lease prepayments to the Right-of-Use asset cost at transition.

(iv)    Initial recognition of lease liabilities and transfer of previously recognized finance lease liabilities.

(v)    Transfer of previously recognized finance lease liabilities to new Lease liabilities accounts.

(vi)    Reclassification of provisions for onerous contracts to Right-of-Use assets.

XML

The Millicom Group (Tables)

12 Months Ended

Dec. 31, 2020

Interests In Other Entities [Abstract]

Disclosure of main subsidiaries

Our main subsidiaries are as follows:

Entity	Country	Activity	December 31, 2020 % holding	December 31, 2019 % holding	December 31, 2018 % holding
Latin America			In %	In %	In %
Telemovil El Salvador S.A. de C.V.	El Salvador	Mobile, MFS, Cable, DTH	100	100	100
Millicom Cable Costa Rica S.A.	Costa Rica	Cable, DTH	100	100	100
Telefonica Celular de Bolivia S.A.	Bolivia	Mobile, DTH, MFS, Cable	100	100	100
Telefonica Celular del Paraguay S.A.	Paraguay	Mobile, MFS, Cable, PayTV	100	100	100
Cable Onda S.A (i).	Panama	Cable, PayTV, Internet, DTH, Fixed-line	80	80	80
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)(ii)	Panama	Mobile	80	80	—
Telefonia Cellular de Nicaragua sa (ii)	Nicaragua	Mobile	100	100	—
Colombia Móvil S.A. E.S.P. (iii)	Colombia	Mobile	50-1 share	50-1 share	50-1 share
UNE EPM Telecomunicaciones S.A.(iii)	Colombia	Fixed-line, Internet, PayTV, Mobile	50-1 share	50-1 share	50-1 share
Edatel S.A. E.S.P. (iii)	Colombia	Fixed-line, Internet, PayTV, Cable	50-1 share	50-1 share	50-1 share
Africa
Sentel GSM S.A.(v)	Senegal	Mobile, MFS	—	—	—
MIC Tanzania Public Limited Company (vi)	Tanzania	Mobile, MFS	98.5	98.5	100
Millicom Tchad S.A. (v)	Chad	Mobile, MFS	—	—	100
Millicom Rwanda Limited (v)	Rwanda	Mobile, MFS	—	—	—
Zanzibar Telecom Limited (vi)	Tanzania	Mobile, MFS	98.5	98.5	85
Unallocated
Millicom International Operations S.A.	Luxembourg	Holding Company	100	100	100
Millicom International Operations B.V.	Netherlands	Holding Company	100	100	100
Millicom LIH S.A.	Luxembourg	Holding Company	100	100	100
MIC Latin America B.V.	Netherlands	Holding Company	100	100	100
Millicom Africa B.V.	Netherlands	Holding Company	100	100	100
Millicom Holding B.V.	Netherlands	Holding Company	100	100	100
Millicom International Services LLC	USA	Services Company	100	100	100
Millicom Services UK Ltd (iv)	UK	Services Company	100	100	100
Millicom Spain S.L.	Spain	Holding Company	100	100	100

(i)    Acquisition completed on December 13, 2018. Cable Onda S.A. is fully consolidated as Millicom has the majority of voting shares to direct the relevant activities. See note A.1.2..

(ii)    Companies acquired during 2019. See note A.1.2..

(iii)    Fully consolidated as Millicom has the majority of voting shares to direct the relevant activities.

(iv) Millicom Services UK Ltd with registered number 08330497 will take advantage of an audit exemption to prepare stand alone financial statements for the year ended December 31, 2020 as set out within section 479A of the Companies Act 2006.

(v)    Companies disposed of in 2018 or 2019. See note A.1.3.

(vi)    Change in ownership percentages as a result of the in-country restructuring . See note A.1.2.

Balance sheet – non-controlling interests

	December 31,
	2020	2019
	(US$ millions)
Colombia	133	170
Panama	81	99
Others	1	2
Total	215	271

Profit (loss) attributable to non-controlling interests

	2020	2019	2018
	(US$ millions)
Colombia	(23)	11	(5)
Panama	(18)	(6)	(8)
Others	—	—	(3)
Total	(41)	5	(16)

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

Colombia

	2020	2019	2018
	(US$ millions)
Revenue	1,346	1,532	1,661
Total operating expenses	(470)	(543)	(667)
Operating profit	129	164	147
Net (loss) for the year	(46)	23	(10)
50% non-controlling interest in net (loss)	(23)	11	(5)
Total assets (excluding goodwill)	2,589	2,256	1,966
Total liabilities	2,303	1,891	1,620
Net assets	286	365	346
50% non-controlling interest in net assets	143	183	173
Consolidation adjustments	(10)	(13)	(12)
Total non-controlling interest	133	170	161
Dividends and advances paid to non-controlling interest	(4)	(12)	(2)
Net cash from operating activities	370	363	348
Net cash from (used in) investing activities	(311)	(260)	(270)
Net cash from (used in) financing activities	(47)	(67)	(75)
Exchange impact on cash and cash equivalents, net	(15)	—	(18)
Net increase in cash and cash equivalents	(3)	36	(15)

Panama

	2020	2019 (ii)	2018 (i)
	(US$ millions)
Revenue	585	475	17
Total operating expenses	(197)	(148)	(8)
Operating profit	(60)	(15)	(39)
Net (loss) for the year	(89)	(31)	(39)
20% non-controlling interest in net (loss)	(18)	(6)	(8)
Total assets (excluding Millicom's goodwill in Cable Onda)	1,734	1,905	1,082
Total liabilities	1,327	1,411	556
Net assets	407	494	526
20% non-controlling interest in net assets	81	99	105
Total non-controlling interest	81	99	105
Net cash from operating activities	193	167	(2)
Net cash from (used in) investing activities	(100)	(693)	12
Net cash from (used in) financing activities	(69)	580	(3)
Net increase in cash and cash equivalents	24	54	7

(i)    Cable Onda was acquired on December 13, 2018 and 2018 figures therefore only include results and cash flows from the date of acquisition.

(ii)    In 2019, Cable Onda acquired Telefonica Panama for $587 million (note A.1.2.), financed by issuing a $600 million Senior Notes due 2030 (note C.3.1.) The 2019 figures include the full year results and cash flows of Cable Onda, as well as 4 months of Telefonica Panama which was consolidated from September 1, 2019. Figures have been restated as a result of the finalization of the purchase accounting for Cable Onda. See note A.1.2..

Disclosure of business combination

The finalization of the purchase accounting for the recent acquisitions had an effect on the following financial statements line items of the statement of financial position as of December 31, 2019:

		Impact of finalization/update of purchase accounting of
(in millions of U.S dollars)	December 31, 2019	Nicaragua	Panama	December 31, 2019	Reason for the change
	As reported			Restated
STATEMENT OF FINANCIAL POSITION
ASSETS
Intangible assets, net	3,219	(4)	(20)	3,195	(i)
Property, plant and equipment, net	2,883	—	17	2,899	(ii)
Right-of-use asset (non-current)	977	—	34	1,012	(ii)
Other current assets	181	4	7	192	(iii)
LIABILITIES
Lease liabilities (non-current)	967	—	22	988	(ii)
Lease liabilities (current)	97	—	11	107	(ii)
Deferred tax liabilities	279	—	6	285	(iv)
EQUITY
Retained profits	2,222	—	—	2,222
Non-controlling interests	271	—	—	271

    (i)    Impact on goodwill resulting from the adjustments explained below for Nicaragua and Panama.

(ii)    See Panama section below. Mainly relates to lease accounting policy alignment, final property, plant and equipment step-up and final purchase price adjustment.

    (iii)    See Nicaragua and Panama section below. Reflects the final price adjustment agreed for Nicaragua and Panama.

    (iv)    Deferred tax impact of these previously explained adjustments.

	Provisional Fair values (100%)	Final Fair values (100%)	Changes
	(US$ millions)	(US$ millions)	(US$ millions)
Intangible assets (excluding goodwill) (i)	131	131	—
Property, plant and equipment (ii)	149	149	—
Right of use assets (iii)	131	131	—
Other non-current assets	2	2	—
Current assets (excluding cash) (iv)	23	23	—
Trade receivables (v)	17	17	—
Cash and cash equivalents	7	7	—
Total assets acquired	459	459	—
Lease liabilities (iii)	131	131	—
Other liabilities (vi)	118	118	—
Total liabilities assumed	249	249	—
Fair value of assets acquired and liabilities assumed, net	210	210	—
Acquisition price	430	426	(4)
Goodwill	220	216	(4)

(i)    Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $81 million, with estimated useful lives ranging from 4 to 10 years. In addition, a fair value step-up of $39 million on the spectrum held by Nicaragua has been recognized, with a remaining useful life of 14 years.

(ii)    A fair value step-up of $39 million has been recognized on property, plant and equipment, mainly on the core network ($25 million) and owned land and buildings ($8 million). The expected remaining useful lives were estimated at 6-7 years on average.

(iii)    The Group measured the lease liability at the present value of the remaining lease payments (as defined in IFRS 16) as if the acquired lease were a new lease at the acquisition date. The right-of-use assets have been adjusted by $7 million to be measured at the same amount as the lease liabilities.

(iv)    Current assets include indemnification assets for tax contingencies at a fair value of $11 million - see (v) below.

(v)    The fair value of trade receivables acquired was $17 million.

(vi)    Other liabilities include the fair value of certain possible tax contingent liabilities for $1 million and a deferred tax liability of $50 million resulting from the above adjustments

The updated provisional purchase accounting and differences compared to the provisional fair values reported as at December 31, 2019 are shown below:

	Provisional Fair values (100%)	Final Fair values (100%)	Differences
(in millions of U.S dollars)
Intangible assets (excluding goodwill) (i)	178	182	4
Property, plant and equipment (ii)	110	127	17
Right of use assets (iii)	47	81	34
Other non-current assets	3	3	—
Current assets (excluding cash)	23	23	—
Trade receivables (iv)	21	21	—
Cash and cash equivalents	10	10	—
Total assets acquired	391	446	55
Lease liabilities	48	81	33
Other debt and financing	74	74	—
Other liabilities (v)	101	107	6
Total liabilities assumed	224	262	39
Fair value of assets acquired and liabilities assumed, net	167	184	16
Acquisition price	594	587	(7)
Goodwill	426	403	(23)

(i)    Intangible assets not previously recognized at the date of acquisition, are mainly customer lists for an amount of $55 million, with estimated useful lives ranging from 3 to 17 years. In addition, a fair value step-up of $7 million on the spectrum held by Panama has been recognized, with a remaining useful life of 17 years. Finally, a fair value step-up of $3 million has been recognised on certain software.

(ii)     A fair value step-up of $17 million has been recognized on property, plant and equipment, mainly on the core network ($11 million) and owned land and buildings ($4 million). The expected remaining useful lives were estimated at 3 to 8 years.

(iii)     The accounting policy alignment resulted in an increase in the right-of-use assets and lease liabilities of approximately $30 million. Subsequently, the right-of-use assets have been adjusted by $4 million to be measured at an amount equal to the lease liabilities.

(iv)     The fair value of trade receivables acquired was $21 million.

(v)    Other liabilities include a deferred tax liability of $21 million resulting from the above adjustments

Disclosure of valuation methods and key estimates

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

Major class of assets	Valuation method	Key assumption 1	Key assumption 2	Key assumption 3
Spectrum	Market approach - Market comparable transactions	Discount rate : 14%	Terminal growth rate: 2.5%	Estimated duration: 14 years
Customer lists	Income approach - Multi-Period Excess Earnings Method	Discount rate: 14-15%	Monthly Churn rate: From 1.2% for B2B to 2.9% for B2C	EBITDA margin: ~ 36% to 41%
Land and buildings	Market approach	Economic useful life (range): 10-30 years	Price per square meter: from $2 to $57	N/A
Core network	Cost approach	Economic useful life (range): 5-27 years	Remaining useful life (minimum) : 1.7 years	N/A

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

Major class of assets	Valuation method	Key assumption 1	Key assumption 2	Key assumption 3
Customer lists	Income approach - Multi-Period Excess Earnings Method	Discount rate: 9.8-10.8%	Monthly Churn rate: ~3.8% in average	EBITDA margin: ~ 41.5%
Property, plant and equipment	Cost approach	Economic useful life (range): 3-27 years	Remaining useful life (minimum): 3-27 years	N/A

Disclosure of interests in joint ventures

Our main joint ventures are as follows:

Entity	Country	Activity	December 31, 2020 % holding	December 31, 2019 % holding
Comunicaciones Celulares S.A. (i)	Guatemala	Mobile, MFS	55	55
Navega.com S.A. (i)	Guatemala	Cable, DTH	55	55
Telefonica Celular S.A. (i)	Honduras	Mobile, MFS	66.7	66.7
Navega S.A. de CV (i)	Honduras	Cable	66.7	66.7
Bharti Airtel Ghana Holdings B.V.	Ghana	Mobile, MFS	50	50

(i)Millicom owns more than 50% of the shares in these entities and has the right to nominate a majority of the directors of each of these entities. However, key decisions over the relevant activities must be taken by a super majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over the entity. Therefore, the operations of these joint ventures are accounted for under the equity method.

The carrying values of Millicom’s investments in joint ventures were as follows:

Carrying value of investments in joint ventures at December 31

	%	2020	2019
		(US$ millions)
Honduras operations (i)	66.7	610	708
Guatemala operations (i)	55	2,031	2,089
AirtelTigo Ghana operations	50	—	—
Total		2,642	2,797

(i)    Includes all the companies under the Honduras and Guatemala groups.

The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values:

	Guatemala(i)	Honduras (i)	Ghana(ii)
	(US$ millions)
Opening balance at January 1, 2019	2,104	730	32
Accounting policy changes	—	—	—
Results for the year	152	27	(40)
Utilization of past unrecognized losses	—	—	(5)
Capital increase	—	—	5
Dividends declared during the year	(170)	(37)	—
Currency exchange differences	2	(12)	8
Closing balance at December 31, 2019	2,089	708	—
Disposal of the Group's investment in Navega to Celtel (iii)	—	(83)	—
Results for the year	144	27	—
Dividends declared during the year	(199)	(55)	—
Currency exchange differences	(3)	13	—
Closing balance at December 31, 2020	2,031	610	—

(i)    Share of profit (loss) is recognized under ‘Share of profit in the joint ventures in Guatemala and Honduras’ in the statement of income.

(ii)    Share of profit (loss) is recognized under ‘Income (loss) from other joint ventures and associates, net’ in the statement of income.

(iii)     See note G.5.

Disclosure of summarised financial information of joint venture

Summarized financial information for the years ended December 31, 2020, 2019 and 2018 of the Guatemala Honduras and Ghana operations is as follows. This information is based on amounts before inter-company eliminations.

Guatemala

	2020		2019		2018
	(US$ millions)
Revenue	1,503		1,434		1,373
Depreciation and amortization	(323)		(313)		(283)
Operating profit	452		429		387
Financial income (expenses), net (i)	(95)		(66)		(56)
Profit before taxes	347		356		309
Charge for taxes, net	(83)		(79)		(69)
Profit for the year	264		277		240
Net profit for the year attributable to Millicom	144		152		131
Dividends and advances paid to Millicom	47		209		211
Total non-current assets (excluding goodwill)	2,195		2,517		2,280
Total non-current liabilities	751		1,216		981
Total current assets	742		717		718
Total current liabilities	523		251		221
Total net assets	1,662		1,767		1,796
Group's share in %	55	%	55	%	55	%
Group's share in USD millions	914		972		988
Goodwill and consolidation adjustments	1,117		1,117		1,116
Carrying value of investment in joint venture	2,031		2,089		2,104
Cash and cash equivalents	188		189		217
Debt and financing – non-current	619		1,152		928
Debt and financing – current	24		21		—
Net cash from operating activities	598		588		545
Net cash from (used in) investing activities	(289)		(205)		(173)
Net cash from (used in) financing activities	(308)		(412)		(455)
Exchange impact on cash and cash equivalents, net	(2)		1		(3)
Net increase in cash and cash equivalents	(1)		(28)		(86)

(i)    In 2020, Financial expenses include a $18 million charge related to early redemption of bonds - see below.

Guatemala financing

In 2014, Intertrust SPV (Cayman) Limited, acting as trustee of the Comcel Trust, a trust established and consolidated by Comcel for the purposes of the transaction, issued $800 million 6.875% Senior Notes to refinance existing local and MIC S.A. corporate debt. The bond was issued at 98.233% of the principal and had an effective interest rate of 7.168%. The bond was guaranteed by Comcel and listed on the Luxembourg Stock Exchange.

On November 18, 2020, the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 was early redeemed at a redemption price equal to 102.292%of the principal amount of the Notes to be redeemed plus accrued and unpaid interest of $16 million, resulting in an aggregate amount of $834 million. The redemption premium ($18 million) and additional interest ($7 million), as well as the remaining unamortized deferred costs of $8 million were recorded as financial expenses during the year. This early redemption was financed through local financing in local currency as well as by shareholder loans (see note G.5.).

The impact on the Group's statement of income is a $18 million expense (at 55% ownership) reported on the line "Share of profit in the joint ventures in Guatemala and Honduras".

On October 5, 2020, Comcel executed a credit agreement with Banco Industrial for GTQ 1,697 million (approximately $218 million using the exchange rate as of December 31, 2020) for a 5 year term to refinance other credit agreements with Banco Industrial and to finance and refinance working capital, capital expenditures and general corporate purposes.

Honduras

	2020		2019		2018
	(US$ millions)
Revenue	552		594		586
Depreciation and amortization	(132)		(132)		(133)
Operating profit	77		102		91
Financial income (expenses), net	(24)		(37)		(29)
Profit before taxes	58		60		52
Charge for taxes, net	(19)		(21)		(18)
Profit for the year	39		39		34
Net profit for the year attributable to Millicom	27		27		23
Dividends and advances paid to Millicom	24		28		32
Total non-current assets (excluding goodwill)	461		516		506
Total non-current liabilities	533		469		386
Total current assets	300		312		304
Total current liabilities	236		183		226
Total net assets	(8)		176		198
Group's share in %	66.7	%	66.7	%	66.7	%
Group's share in USD millions	(5)		117		132
Goodwill and consolidation adjustments	615		591		598
Carrying value of investment in joint venture	610		708		730
Cash and cash equivalents	60		40		25
Debt and financing – non-current	390		384		298
Debt and financing – current	10		39		85
Net cash from operating activities	151		169		147
Net cash from (used in) investing activities	(145)		(77)		(87)
Net cash from (used in) financing activities	14		(77)		(50)
Net (decrease) increase in cash and cash equivalents	20		15		9

AirtelTigo Ghana

	2020		2019		2018
	(US$ millions)
Revenue	132		142		187
Depreciation and amortization	(42)		(69)		(110)
Operating loss	(30)		(72)		(100)
Financial income (expenses), net	(41)		(77)		(42)
Loss before taxes	(85)		(123)		(135)
Charge for taxes, net	—		—		—
Loss for the period	(85)		(123)		(135)
Net loss for the period attributable to Millicom	—		(40)		(68)
Total non-current assets (excluding goodwill)	204		168		277
Total non-current liabilities	289		245		277
Total current assets	41		42		71
Total current liabilities	218		187		134
Total net assets	(263)		(223)		(63)
Group's share in %	50	%	50	%	50	%
Group's share in USD millions	(132)		(111)		(31)
Goodwill and consolidation adjustments	89		90		63
Unrecognised losses	(42)		(22)		—
Carrying value of investment in joint venture	—		—		32
Cash and cash equivalents	1		5		19
Debt and financing – non-current	289		245		276
Debt and financing – current	40		27		17
Net cash from operating activities	(8)		(5)		(19)
Net cash from (used in) investing activities	—		—		(8)
Net cash from (used in) financing activities	4		(6)		42
Net increase in cash and cash equivalents	(4)		(11)		15

Disclosure of interests in associates

The Group’s associates are as follows:

			December 31, 2020	December 31, 2019
Entity	Country	Activity(ies)	% holding	% holding
Africa
West Indian Ocean Cable Company Limited (WIOCC)	Republic of Mauritius	Telecommunication carriers’ carrier	9.1	9.1
Latin America
MKC Brilliant Holding GmbH (LIH)	Germany	Online marketplace, retail and services	35.0	35.0
Unallocated
Milvik AB(i)	Sweden	Other	9.7	11.4

(i) Millicom ownership in Milvik AB has been diluted in 2020 as a result of a capital injection to which the Group did not participate.

At December 31, 2020 and 2019, the carrying value of Millicom’s main associates was as follows:

Carrying value of investments in associates at December 31

	2020	2019
	(US$ millions)
Milvik AB	10	11
West Indian Ocean Cable Company Limited (WIOCC)	14	14
Total	24	25

XML

Performance (Tables)

12 Months Ended

Dec. 31, 2020

Analysis of income and expense [abstract]

Disclosure of revenue

Revenue from continuing operations by category

	2020	2019	2018
	(US$ millions)
Mobile	2,116	2,150	2,126
Cable and other fixed services	1,803	1,928	1,565
Other	52	51	43
Service revenue	3,971	4,130	3,734
Telephone and equipment and other	201	206	212
Total revenue	4,171	4,336	3,946

Revenue from continuing operations by country or operation (i)

	2020	2019	2018
	(US$ millions)
Colombia	1,346	1,532	1,661
Paraguay	544	610	679
Bolivia	584	639	614
El Salvador	389	386	405
Tanzania	366	382	399
Nicaragua	220	157	13
Costa Rica	140	153	155
Panama	585	475	17
Other operations	3	4	6
Eliminations	(5)	(3)	(2)
Total	4,171	4,336	3,946

(i)    The revenue figures above are shown after intercompany eliminations.

Revenue from contracts with customers from continuing operations:

		Twelve months ended December 31, 2020			Twelve months ended December 31, 2019			Twelve months ended December 31, 2018
$ millions	Timing of revenue recognition	Latin America	Africa	Total Group	Latin America	Africa	Total Group	Latin America	Africa	Total Group
Mobile	Over time	1,728	239	1,967	1,747	261	2,007	1,701	280	1,981
Mobile Financial Services	Point in time	31	118	149	31	112	143	37	108	145
Cable and other fixed services	Over time	1,794	8	1,803	1,919	9	1,928	1,556	10	1,565
Other	Over time	51	1	52	51	1	52	42	1	43
Service Revenue		3,604	366	3,971	3,748	382	4,130	3,336	398	3,734
Telephone and equipment	Point in time	201	—	201	206	—	206	212	—	212
Revenue from contracts with customers		3,805	366	4,171	3,954	382	4,336	3,548	399	3,946

Disclosure of cost of sales

The cost of sales and operating expenses incurred by the Group can be summarized as follows:

Cost of sales

	2020	2019	2018
	(US$ millions)
Direct costs of services sold	(847)	(878)	(799)
Cost of telephone, equipment and other accessories	(216)	(230)	(229)
Bad debt and obsolescence costs	(108)	(93)	(90)
Cost of sales	(1,171)	(1,201)	(1,117)

Disclosure of operating expenses

Operating expenses, net

	2020	2019	2018
	(US$ millions)
Marketing expenses	(396)	(402)	(391)
Site and network maintenance costs	(234)	(245)	(192)
Employee related costs (B.4.)	(477)	(496)	(500)
External and other services	(174)	(204)	(181)
Rentals and (operating) leases (i)	(1)	(1)	(152)
Other operating expenses	(225)	(257)	(201)
Operating expenses, net	(1,505)	(1,604)	(1,616)

(i)Decrease as from the year 2019 is due to IFRS 16 application - see further explanations above in "New and amended IFRS accounting standards" section.

Disclosure of other operating income (expense)

The other operating income and expenses incurred by the Group can be summarized as follows:

Other operating income (expenses), net

	Notes	2020	2019	2018
		(US$ millions)
Income from tower deal transactions	E.3.	—	5	61
Impairment of intangible assets and property, plant and equipment	E.1., E.2.	—	(8)	(6)
Gain (loss) on disposals of intangible assets and property, plant and equipment		—	—	7
Impairment of AirtelTigo's receivable	G.5.	(45)	—	—
Gain (loss) on disposal of equity investments	C.7.3.	25	(32)	—
Other income (expenses)		9	1	13
Other operating income (expenses), net		(12)	(34)	75

Disclosure of operating segments

Revenue, operating profit (loss), EBITDA and other segment information for the years ended December 31, 2020, 2019 and 2018, were as follows:

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2020
Mobile revenue	3,220	357	—	(1,461)	—	2,116
Cable and other fixed services revenue	2,097	8	—	(302)	(1)	1,803
Other revenue	60	1	—	(6)	(2)	52
Service revenue (i)	5,377	366	—	(1,769)	(4)	3,971
Telephone and equipment and other revenue (i)	466	—	—	(266)	—	201
Revenue	5,843	366	—	(2,035)	(4)	4,171
Operating profit (loss)	803	36	(32)	(536)	175	446
Add back:
Depreciation and amortization	1,561	89	11	(453)	—	1,208
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(171)	(171)
Other operating income (expenses), net	(5)	—	23	(3)	(4)	12
EBITDA (ii)	2,360	125	2	(992)	—	1,495
EBITDA from discontinued operations	—	(4)	—	—	—	(4)
EBITDA incl discontinued operations	2,360	121	2	(992)	—	1,491
Capital expenditure (iii)	(926)	(42)	(4)	258	—	(714)
Changes in working capital and others (iv)	61	11	(7)	(43)	—	22
Taxes paid	(260)	(10)	(2)	131	—	(142)
Operating free cash flow (v)	1,234	80	(11)	(645)	—	657
Total Assets (vi)	13,418	926	4,052	(5,116)	(859)	12,422
Total Liabilities	8,878	959	3,342	(2,044)	(987)	10,148

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2019
Mobile revenue	3,258	372	—	(1,480)	—	2,150
Cable and other fixed services revenue	2,197	9	—	(277)	—	1,928
Other revenue	60	1	—	(9)	—	51
Service revenue (i)	5,514	382	—	(1,766)	—	4,130
Telephone and equipment revenue (i)	449	—	—	(243)	—	206
Revenue	5,964	382	—	(2,010)	—	4,336
Operating profit (loss)	980	19	(64)	(540)	179	575
Add back:
Depreciation and amortization	1,435	99	9	(444)	—	1,100
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(179)	(179)
Other operating income (expenses), net	2	(2)	42	(8)	—	34
EBITDA (ii)	2,418	117	(13)	(992)	—	1,530
EBITDA from discontinued operations	—	(3)	—	—	—	(3)
EBITDA incl discontinued operations	2,418	114	(13)	(992)	—	1,527
Capital expenditure (iii)	(1,040)	(58)	(9)	261	—	(846)
Changes in working capital and others (iv)	(86)	14	(52)	(18)	—	(143)
Taxes paid	(225)	(10)	(8)	129	—	(114)
Operating free cash flow (v)	1,067	59	(82)	(619)	—	425
Total Assets (vi)	13,859	936	3,715	(5,465)	(150)	12,895
Total Liabilities	8,413	909	3,977	(2,119)	(965)	10,215

	Latin America	Africa	Unallocated	Guatemala and Honduras(vii)	Eliminations and Transfers	Total
	(US$ millions)
Year ended December 31, 2018
Mobile revenue	3,214	388	—	(1,475)	—	2,126
Cable and other fixed services revenue	1,808	10	—	(253)	—	1,565
Other revenue	48	1	—	(6)	—	43
Service revenue (i)	5,069	398	—	(1,734)	—	3,734
Telephone and equipment revenue (i)	415	—	—	(203)	—	212
Total Revenue	5,485	399	—	(1,937)	—	3,946
Operating profit (loss)	990	21	(38)	(488)	154	640
Add back:
Depreciation and amortization	1,133	80	5	(416)	—	803
Share of profit in joint ventures in Guatemala and Honduras	—	—	—	—	(154)	(154)
Other operating income (expenses), net	(51)	(3)	(2)	(19)	—	(75)
EBITDA (ii)	2,072	98	(35)	(922)	—	1,213
EBITDA from discontinued operations	—	44	—	—	—	44
EBITDA incl discontinued operations	2,072	143	(35)	(922)	—	1,257
Capital expenditure (iii)	(872)	(59)	(2)	225	—	(708)
Changes in working capital and others (iv)	(42)	28	13	(12)	—	(13)
Taxes paid	(264)	(24)	(6)	142	—	(153)
Operating free cash flow (v)	894	88	(30)	(568)	—	383
Total Assets (vi)	11,751	839	2,752	(5,219)	190	10,313
Total Liabilities	6,127	905	2,953	(1,814)	(650)	7,521

(i)    Service revenue is Group revenue related to the provision of ongoing services such as monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, SMS and other value-added services excluding telephone and equipment sales. Revenues from other sources comprises rental, sub-lease rental income and other non recurring revenues. The Group derives revenue from the transfer of goods and services over time and at a point in time. Refer to the table below.

(ii) EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on the disposal of fixed assets. EBITDA is used by the management to monitor the segmental performance and for capital management. EBITDA for the year ended December 31, 2018 is not fully comparable to EBITDA for the years ended December 31, 2019 and December 31, 2020 because of the application of IFRS 16 which had a positive impact as compared to what our EBITDA was under IAS 17 standard.

(iii) Cash spent for capex excluding spectrum and licenses of $101 million (2019: $59 million; 2018: $61 million) and cash received on tower deals of nil (2019: $22 million; 2018: $141 million).

(iv)    Changes in working capital and others include changes in working capital as stated in the cash flow statement, as well as share-based payments expense and non-cash bonuses.

(v)    Operating Free Cash Flow is EBITDA less cash capex (excluding spectrum and license costs) less change in working capital, other non-cash items (share-based payment expense and non-cash bonuses) and taxes paid.

(vi)    Segment assets include goodwill and other intangible assets.

(vii)    Including eliminations for Guatemala and Honduras as reported in the Latam segment.

Disclosure of number of permanent employees

Number of permanent employees

	2020	2019	2018
Continuing operations(i)	16,955	17,687	16,725
Joint ventures (Guatemala, Honduras and Ghana)	4,464	4,688	4,416
Discontinued operations	—	—	262
Total	21,419	22,375	21,403

(i)    Emtelco headcount are excluded from this disclosure and any internal reporting because their costs are classified as direct costs and not employee related costs.

Disclosure of employee related costs

	Notes	2020	2019	2018
		(US$ millions)
Wages and salaries		(356)	(358)	(346)
Social security		(66)	(68)	(60)
Share based compensation	B.4.1.	(24)	(27)	(21)
Pension and other long-term benefit costs	B.4.2.	(4)	(4)	(7)
Other employees related costs		(27)	(39)	(67)
Total		(477)	(496)	(500)

Disclosure of cost of share-based compensation

Cost of share based compensation

	2020	2019	2018
	(US$ millions)
2016 incentive plans	—	—	(4)
2017 incentive plans	—	(7)	(8)
2018 incentive plans	(2)	(8)	(11)
2019 incentive plans	(8)	(14)	—
2020 incentive plans	(13)	—	—
Total share based compensation	(24)	(27)	(21)

Disclosure of assumptions and fair value of the shares under the TSR portion

Assumptions and fair value of the shares under the TSR portion(s)

	Risk-free rate %	Dividend yield %	Share price volatility(i) %	Award term (years)	Share fair value (in US$)
Performance share plan 2020 (Relative TSR)	0.61	1.47	24.54	2.93	55.66
Performance share plan 2019 (Relative TSR)	(0.24)	3.01	26.58	2.93	49.79
Performance share plan 2018 (Relative TSR)	(0.39)	3.21	30.27	2.93	57.70
Performance share plan 2017 (Relative TSR)	(0.40)	3.80	22.50	2.92	27.06
Performance share plan 2017 (Absolute TSR)	(0.40)	3.80	22.50	2.92	29.16
Performance share plan 2016 (Relative TSR)	(0.65)	3.49	30.00	2.61	43.35
Performance share plan 2016 (Absolute TSR)	(0.65)	3.49	30.00	2.61	45.94

(i)    Historical volatility retained was determined on the basis of a three-year historic average.

Disclosure of plan awards and shares expected to vest

Plan awards and shares expected to vest

	2020 plans		2019 plans		2018 plans		2017 plans
	Performance plan	Deferred plan	Performance plan	Deferred plan	Performance plan	Deferred plan	Performance plan	Deferred plan
			(number of shares)
Initial shares granted	341,897	370,131	257,601	297,856	237,196	262,317	279,807	438,505
Additional shares granted(i)	—	5,928	—	43,115	—	3,290	2,868	29,406
Revision for forfeitures	(13,008)	(9,880)	(35,558)	(22,636)	(43,639)	(37,433)	(50,279)	(89,011)
Revision for cancellations	—	—	—	—	(4,728)	—	—	—
Total before issuances	328,889	366,179	222,043	318,335	188,829	228,174	232,396	378,900
Shares issued in 2017	—	—	—	—	—	—	—	(2,686)
Shares issued in 2018	—	—	—	—	(97)	(18,747)	(2,724)	(99,399)
Shares issued in 2019	—	—	(150)	(24,294)	(3,109)	(54,971)	(19,143)	(82,486)
Shares issued in 2020	—	(3,571)	(17)	(96,629)	(304)	(35,125)	(158,394)	(194,329)
Performance conditions	—	—	—	—	—	—	(52,135)	—
Shares still expected to vest	328,889	362,608	221,876	197,412	185,319	119,331	—	—
Estimated cost over the vesting period (US$ millions)	13	15	11	18	12	14	10	20

(i)    Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.

Disclosure of directors renumeration charge

Remuneration charge for the Board (gross of withholding tax)

	2020	2019	2018
	(US$ ’000)
Chairperson	300	366	169
Other members of the Board	1,188	1,557	774
Total (i)	1,488	1,923	943

Shares beneficially owned by the Directors

	2020	2019
	(number of shares)
Chairperson	13,427	5,814
Other members of the Board	52,593	32,279
Total (i)	66,020	38,093

(i)Cash compensation converted from SEK to USD at exchange rates on payment dates for 2018. In 2019 and 2020 cash compensation was denominated in USD. Share based compensation based on the market value of Millicom shares on the corresponding AGM date (2020: in total 32,358 shares; 2019: in total 19,483 shares-includes 2,876 additional shares that were awarded for the period from the 9 January 2019 date of listing on the Nasdaq Stock Market in the US and the date of the 2019 AGM; 2018: in total 6,591 shares). Net remuneration comprised 71% in shares and 29% in cash (SEK) (2019: 73% in shares and 27% in cash; 2018: 51% in shares and 49% in cash).

Disclosure of executive team renumeration charge

Remuneration charge for the Executive Team

	CEO	CFO	Executive Team (8 members)(iii)
	(US$ ’000)
2020
Base salary	1,173	670	2,612
Bonus	1,301	509	1,837
Pension	285	100	663
Other benefits	82	38	303
Termination benefits	—	—	—
Total before share based compensation	2,841	1,317	5,414
Share based compensation(i)(ii) in respect of 2020 LTIP	7,114	1,834	3,796
Total	9,955	3,151	9,210

	CEO	CFO	Executive Team (9 members)
	(US$ ’000)
2019
Base salary	1,167	654	3,498
Bonus	1,428	626	2,098
Pension	279	98	798
Other benefits	50	260	1,521
Termination benefits	—	—	863
Total before share based compensation	2,924	1,639	8,779
Share based compensation(i)(ii) in respect of 2019 LTIP	5,625	1,576	5,965
Total	8,549	3,215	14,743

	CEO	CFO	Executive team (9 members)
	(US$ ’000)
2018
Base salary	1,112	673	3,930
Bonus	1,492	557	2,445
Pension	247	101	962
Other benefits	66	63	805
Termination benefits	—	—	301
Total before share based compensation	2,918	1,393	8,444
Share based compensation(i)(ii) in respect of 2018 LTIP	5,027	1,567	4,957
Total	7,945	2,960	13,401

(i)    See note B.4.1.

(ii)    Share awards of 153,894 and 135,269 were granted in 2020 under the 2019 LTIPs to the CEO, and Executive Team (2019: 102,122 and 135,480, respectively; 2018: 80,264 and 112,472, respectively).

(iii)    'Other Executives' includes compensation paid in 2020 to Rachel Samren former Chief External Affairs Officer (departure August 31, 2020) and to HL Rogers former Chief Ethics and Compliance Officer (departure January 1, 2020). Additionally other Benefits' for 'Other Executives' include medical and dental insurance for Daniel Loria, former CHRO.

Disclosure of vested and unvested share awards beneficially granted to the Executive team

	CEO	Executive team	Total
	(number of shares)
2020
Share ownership (vested from equity plans and otherwise acquired)	194,432	169,725	364,157
Share awards not vested	325,250	297,317	622,567
2019
Share ownership (vested from equity plans and otherwise acquired)	190,577	136,306	326,883
Share awards not vested	236,211	334,193	570,404

Disclosure of other non-operating (expenses) income, net

Non-operating items mainly comprise changes in fair value of derivatives and the impact of foreign exchange fluctuations on the results of the Group.

		December 31
	Note	2020	2019	2018
		(US$ millions)
Change in fair value of derivatives	C.7.2.	(11)	—	(1)
Change in fair value in investment in Jumia	C.7.3.	(18)	(38)	—
Change in fair value in investment in HT	C.7.3.	(16)	312	—
Change in value of call option asset and put option liability	C.7.4.	5	(25)	—
Exchange gains (losses), net		(69)	(32)	(40)
Other non-operating income (expenses), net		3	10	2
Total		(106)	227	(39)

Disclosure of income tax charge

Income tax charge

	2020	2019	2018
	(US$ millions)
Income tax (charge) credit
Withholding tax	(83)	(56)	(64)
Other income tax relating to the current year	(65)	(88)	(82)
Adjustments in respect of prior years	(29)	(7)	1
Total	(177)	(151)	(145)
Deferred tax (charge) credit
Origination and reversal of temporary differences	99	58	32
Effect of change in tax rates	(5)	(8)	(10)
Tax income (expense) before valuation allowances	94	50	22
Effect of valuation allowances	(19)	(9)	(8)
Total	75	41	14
Adjustments in respect of prior years	—	(10)	19
	75	31	33
Tax (charge) credit on continuing operations	(102)	(120)	(112)
Tax (charge) credit on discontinuing operations	(2)	(2)	(4)
Total tax (charge) credit	(104)	(122)	(116)

Disclosure of income tax calculation

Income tax calculation

	2020					2019					2018
	Continuing operations		Discontinued operations	Total		Continuing operations		Discontinued operations	Total		Continuing operations		Discontinued operations	Total
	(US$ millions)
Profit before tax	(271)		(11)	(282)		218		59	277		119		(29)	90
Tax at the weighted average statutory rate	82		3	85		(37)		(11)	(48)		(1)		—	(1)
Effect of:
Items taxed at a different rate	1		—	1		(1)		—	(1)		7		—	7
Change in tax rates on deferred tax balances	(5)		—	(5)		(8)		—	(8)		(10)		—	(10)
Expenditure not deductible and income not taxable	(106)		(3)	(109)		(37)		9	(28)		(59)		(2)	(61)
Unrelieved withholding tax	(83)		—	(83)		(56)		—	(56)		(64)		—	(64)
Accounting for associates and joint ventures	42		—	42		36		—	36		5		—	5
Movement in deferred tax on unremitted earnings	15		—	15		9		—	9		(2)		—	(2)
Unrecognized deferred tax assets	(27)		—	(27)		(20)		—	(20)		(8)		(2)	(10)
Recognition of previously unrecognized deferred tax assets	8		—	8		11		—	11		—		—	—
Adjustments in respect of prior years	(29)		(2)	(31)		(17)		—	(17)		20		—	20
Total tax (charge) credit	(102)		(2)	(104)		(120)		(2)	(122)		(112)		(4)	(116)
Weighted average statutory tax rate	30.3	%		30.1	%	17.0	%		17.3	%	0.8	%		1.1	%
Effective tax rate	(37.5)	%		(36.8)	%	55.0	%		44.0	%	94.1	%		128.9	%

Disclosure of deferred taxes and deductible temporary differences

Deferred tax

	Fixed assets	Unused tax losses	Unremitted earnings	Other	Offset	Total
	(US$ millions)
Balance at December 31, 2018	(178)	44	(34)	134	—	(34)
(Charge)/credit to income statement	41	(15)	8	(3)	—	31
Change in scope	(88)	5	—	4	—	(73)
Exchange differences	2	—	1	(3)	—	—
Balance at December 31, 2019	(223)	34	(25)	129	—	(85)
Deferred tax assets	84	34	—	134	(52)	200
Deferred tax liabilities	(307)	—	(25)	(5)	52	(285)
Balance at December 31, 2019	(223)	34	(25)	129	—	(85)
(Charge)/credit to income statement	81	150	15	(171)	—	75
Change in scope	—	—	—	—	—	—
Transfers to assets held for sale	—	—	—	—	—	—
Exchange differences	—	3	(1)	(4)	—	(2)
Balance at December 31, 2020	(142)	187	(11)	(46)	—	(12)
Deferred tax assets	97	187	—	102	(189)	197
Deferred tax liabilities	(239)	—	(11)	(148)	189	(209)
Balance at December 31, 2020	(142)	187	(11)	(46)	—	(12)

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

	Fixed assets	Unused tax losses	Other	Total
	(US$ millions)
At December 31, 2020	57	4,668	218	4,943
At December 31, 2019	92	4,705	126	4,923

Disclosure of unrecognized loss carryforwards

Unrecognized tax losses carryforward related to continuing operations expire as follows:

	2020	2019	2018
	(US$ millions)
Expiry:
Within one year	3	1	—
Within one to five years	3	2	3
After five years	1,089	493	493
No expiry	3,573	4,209	4,390
Total	4,668	4,705	4,886

Disclosure of earnings per share

Net profit/(loss) used in the earnings (loss) per share computation

	2020	2019	2018
	(US$ millions)
Basic and Diluted
Net profit (loss) attributable to equity holders from continuing operations	(332)	93	23
Net profit (loss) attributable to equity holders from discontinued operations	(12)	57	(33)
Net profit/(loss) attributable to all equity holders to determine the basic earnings (loss) per share	(344)	149	(10)

Weighted average number of shares in the earnings (loss) per share computation

	2020	2019	2018
	(thousands of shares)
Weighted average number of ordinary shares (excluding treasury shares) for basic earnings (loss) per share	101,172	101,144	100,793
Potential incremental shares as a result of share options	—	—	—
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution	101,172	101,144	100,793

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Capital structure and financing (Tables)

12 Months Ended

Dec. 31, 2020

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Disclosure of share capital, share premium

Share capital, share premium

	2020	2019
Authorized and registered share capital (number of shares)	133,333,200	133,333,200
Subscribed and fully paid up share capital (number of shares)	101,739,217	101,739,217
Par value per share	1.50	1.50
Share capital (US$ millions)	153	153
Share premium (US$ millions)	478	480
Total (US$ millions)	630	633

Disclosure of other equity reserves

Other equity reserves

	Legal reserve	Equity settled transaction reserve	Hedge reserve	Currency translation reserve	Pension obligation reserve	Total
	(US$ millions)
As of January 1, 2018	16	46	0	(531)	(3)	(472)
Share based compensation	—	22	—	—	—	22
Issuance of shares – 2015, 2016, 2017 LTIPs	—	(22)	—	—	—	(22)
Remeasurements of post-employment benefit obligations	—	—	—	—	0	1
Cash flow hedge reserve movement	—	—	(1)	—	—	0
Currency translation reserved recycled to statement of income	—	—	0	—	—	—
Currency translation movement	—	—	—	(68)	—	(67)
As of December 31, 2018	16	47	(1)	(599)	(3)	(538)
Share based compensation	—	29	—	—	—	29
Issuance of shares –2016, 2017, 2018 LTIPs	—	(25)	—	—	—	(25)
Remeasurements of post-employment benefit obligations	—	—	—	—	—	—
Cash flow hedge reserve movement	—	—	(16)	—	—	(16)
Currency translation reserved recycled to statement of income	—	—	—	—	—	—
Currency translation movement	—	—	—	(2)	—	(2)
Effect of restructuring in Tanzania				9		9
As of December 31, 2019	16	52	(18)	(593)	(2)	(544)
Share based compensation	—	24	—	—	—	24
Issuance of shares –2017, 2018, 2019 LTIPs	—	(26)	—	—	—	(26)
Remeasurements of post-employment benefit obligations	—	—	—	—	(2)	(2)
Cash flow hedge reserve movement	—	—	(1)	—	—	(1)
Currency translation reserved recycled to statement of income	—	—	—	—	—	—
Currency translation movement	—	—	—	(12)	—	(12)
As of December 31, 2020	16	50	(19)	(605)	(4)	(562)

Disclosure of detailed information about borrowings

Debt and financing by type (i)

	Note	2020	2019
		(US$ millions)
Debt and financing due after more than one year
Bonds	C.3.1.	4,253	4,067
Banks	C.3.2.	1,337	1,805
Other financing (ii)		41	43
Total non-current financing		5,631	5,915
Less: portion payable within one year		(54)	(129)
Total non-current financing due after more than one year		5,578	5,786
Debt and financing due within one year
Bonds	C.3.1.	44	46
Banks	C.3.2.	15	11
Total current debt and financing		59	57
Add: portion of non-current debt payable within one year		54	129
Total		113	186
Total debt and financing		5,691	5,972

(i)    See note D.1.1 for further details on maturity profile of the Group debt and financing.

(ii) In July 2018, the Company issued a COP144,054.5 million /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in Colombia.

Debt and financing by location

	2020	2019
	(US$ millions)
Millicom International Cellular S.A. (Luxembourg)	2,504	2,773
Colombia	803	827
Paraguay	738	502
Bolivia	337	350
Panama	869	918
Tanzania	203	186
Costa Rica	119	148
El Salvador	118	268
Total debt and financing	5,691	5,972

Bond financing

	Note	Country	Maturity	Interest Rate %		2020	2019
						(US$ millions)
SEK Variable Rate Notes	1	Luxembourg	2024	STIBOR (i) + 2.350%		241	211
USD 4.500% Senior Notes	2	Luxembourg	2031	4.500	%	494	—
USD 6.625% Senior Notes	3	Luxembourg	2026	6.625	%	495	495
USD 6.000% Senior Notes	4	Luxembourg	2025	6.000	%	—	492
USD 6.250% Senior Notes	5	Luxembourg	2029	6.250	%	743	743
USD 5.125% Senior Notes	6	Luxembourg	2028	5.125	%	493	493
USD 5.875% Senior Notes	7	Paraguay	2027	5.875	%	558	296
PYG 8.750% Notes (tranche A)	7	Paraguay	2024	8.750	%	17	18
PYG 9.250% Notes (tranche B)	7	Paraguay	2026	9.250	%	7	8
PYG 10.000% Notes (tranche C)	7	Paraguay	2029	10.000	%	9	10
PYG 9.250% Notes (tranche D)	7	Paraguay	2026	9.250	%	1	2
PYG 10.000% Notes (tranche E)	7	Paraguay	2029	10.000	%	4	4
PYG 9.250% Notes (tranche F)	7	Paraguay	2027	9.250	%	2	—
PYG 10.000% Notes (tranche G)	7	Paraguay	2030	10.000	%	3	—
BOB 4.750% Notes	8	Bolivia	2020	4.750	%	—	30
BOB 4.050% Notes	8	Bolivia	2020	4.050	%	—	4
BOB 5.800% Notes	8	Bolivia	2026	5.800	%	50	0
BOB 4.850% Notes	8	Bolivia	2023	4.850	%	42	57
BOB 3.950% Notes	8	Bolivia	2024	3.950	%	29	36
BOB 4.600% Notes	8	Bolivia	2024	4.600	%	40	40
BOB 4.300% Notes	8	Bolivia	2029	4.300	%	19	21
BOB 4.300% Notes	8	Bolivia	2022	4.300	%	20	26
BOB 4.700% Notes	8	Bolivia	2024	4.700	%	28	32
BOB 5.300% Notes	8	Bolivia	2026	5.300	%	11	13
BOB 5.000% Notes	8	Bolivia	2026	5.000	%	61	61
UNE Bond 1 (tranches A and B)	9	Colombia	2020	CPI + 5.10%		—	46
UNE Bond 2 (tranches A and B)	9	Colombia	2023	CPI + 4.76%		44	46
UNE Bond 3 (tranche A)	9	Colombia	2024	9.350	%	47	49
UNE Bond 3 (tranche B)	9	Colombia	2026	CPI + 4.15%		74	78
UNE Bond 3 (tranche C)	9	Colombia	2036	CPI + 4.89%		37	38
UNE Bond 6.600%	9	Colombia	2030	6.600	%	44	—
USD 4.500% Senior Notes	10	Panama	2030	4.500	%	586	585
Cable Onda Bonds 5.750%	10	Panama	2025	5.750	%	99	184
Total bond financing						4,297	4,113

(i)    STIBOR – Swedish Interbank Offered Rate.

Bank and Development Financial Institution financing

	Note	Country	Maturity range	Interest rate	2020	2019
					(US$ millions)
Fixed rate loans
PYG Long-term loans	1	Paraguay	2020-2026	Fixed	137	166
USD - Long-term loans	2	Panama	2024-2025	Fixed	185	150
BOB Long-term loans	3	Bolivia	2023-2025	Fixed	37	31
Variable rate loans
USD Long-term loans	4	Costa Rica	2023	Variable	119	148
USD Long-term loans	5	Tanzania	2021-2025	Variable	162	171
TZS Long-term loans	5	Tanzania	2021-2025	Variable	41	14
USD Short-term loans	8	Luxembourg	2024	Libor + 3.00%	—	298
USD Long-term loans(i)	8	Luxembourg	2024	Variable	(5)	—
COP Long-term loans	6	Colombia	2025-2030	Variable	262	274
USD Long-term loans	6	Colombia	2024	Variable	296	295
USD Credit Facility / Senior Unsecured Term Loan Facility	7	El Salvador	2021-2023	Variable	118	268
Total Bank and Development Financial Institution financing					1,353	1,817

(i)     Relates to the amortized costs of the undrawn RCF that Micsa entered in October 2020 -see note 8,

Disclosure of interest and other financial expenses

Interest and other financial expenses

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

	December 31
	2020	2019	2018
	(US$ millions)
Interest expense on bonds and bank financing	(386)	(348)	(234)
Interest expense on leases	(156)	(157)	(91)
Early redemption charges	(15)	(10)	(4)
Others	(67)	(47)	(37)
Total interest and other financial expenses	(624)	(564)	(367)

Disclosure of contingent liabilities

Maturity of guarantees

	At December 31, 2020	At December 31, 2019
Terms	Outstanding and Maximum exposure(i)(ii)	Outstanding and Maximum exposure(i)(ii)
	(US$ millions)
0-1 year	59	29
1-3 years	227	134
3-5 years	—	300
Total	287	464

(i)    The outstanding exposure represents the carrying amount of the related liability at December 31.

(ii)    The maximum exposure represents the total amount of the Guarantee at December 31.

Disclosure of leases

lease liabilities are presented in the statement of financial position as follows:

	December 31, 2020	December 31, 2019(i)
	(US$ millions)
Current	123	107
Non-Current	897	988
Total Lease liabilities	1,021	1,096

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

	2020	2019
	(US$ millions)
Expense relating to short-term leases (included in cost of sales and operating expenses)	(1)	(5)

Schedule of cash and cash equivalents

	2020	2019
	(US$ millions)
Cash and cash equivalents in USD	619	834
Cash and cash equivalents in other currencies	256	330
Total cash and cash equivalents	875	1,164

Schedule of restricted cash

	2020	2019
	(US$ millions)
Mobile Financial Services	192	150
Others	7	5
Restricted cash	199	155

Disclosure of net debt

Net financial obligations

	2020	2019
	(US$ millions)
Total debt and financing	5,691	5,972
Lease liabilities (i)	1,021	1,096
Gross financial obligations	6,711	7,068
Less:
Cash and cash equivalents	(875)	(1,164)
Pledged deposits	—	(1)
Time deposits related to bank borrowings	—	(1)
Net financial obligations at the end of the year	5,837	5,902
Add (less) derivatives related to debt (note D.1.2.)	12	(17)
Net financial obligations including derivatives related to debt	5,849	5,885

i)    2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

	Assets		Liabilities from financing activities
	Cash and cash equivalents	Other	Bond and bank debt and financing	Lease liabilities (i)	Total
Net financial obligations as at January 1, 2019	528	2	4,227	898	4,596
Cash flows	638	—	1,743	(107)	998
Scope Changes	16	—	74	210	269
Recognition / Remeasurement	—	—	—	109	109
Interest accretion	—	—	8	—	8
Foreign exchange movements	(8)	—	(16)	(6)	(14)
Transfers to/from assets held for sale	(9)	—	(53)	(8)	(52)
Transfers	—	—	3	—	3
Other non-cash movements	—	—	(14)	—	(14)
Net financial obligations as at December 31, 2019	1,164	2	5,972	1,096	5,902
Cash flows	(272)	(2)	(274)	(121)	(121)
Scope changes	—	—	—	—	—
Recognition / Remeasurement	—	—	—	68	68
Interest accretion	—	—	16	1	17
Foreign exchange movements	(17)	—	(10)	(30)	(22)
Transfers to/from assets held for sale	—	—	—	—	—
Transfers	—	—	(3)	6	3
Other non-cash movements	—	—	(10)	—	(10)
Net financial obligations as at December 31, 2020	875	—	5,691	1,021	5,837

i)    2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

Disclosure of fair value measurement of assets

Fair values of financial instruments at December 31,

		Carrying value		Fair value
	Note	2020	2019	2020	2019
		(US$ millions)
Financial assets
Derivative financial instruments		24	—	24	—
Other non-current assets		77	66	77	66
Trade receivables, net		351	371	351	371
Amounts due from non-controlling interests, associates and joint venture partners	G.5.	296	68	296	68
Prepayments and accrued income		149	156	149	156
Supplier advances for capital expenditures		21	22	21	22
Call option (ii)	C.7.4.	3	—	3	—
Equity Investments	C.7.3.	160	371	160	371
Other current assets		181	192	181	192
Restricted cash	C.5.2.	199	155	199	155
Cash and cash equivalents	C.5.1.	875	1,164	875	1,164
Total financial assets		2,337	2,564	2,337	2,564
Current		2,143	2,460	2,143	2,460
Non-current		194	104	194	104
Financial liabilities
Debt and financing (i)	C.3.	5,691	5,972	5,572	6,229
Trade payables		334	289	334	289
Payables and accruals for capital expenditure		345	348	345	348
Derivative financial instruments		16	17	16	17
Put option liability	C.7.4.	262	264	262	264
Amounts due to non-controlling interests, associates and joint venture partners	G.5.	339	498	339	498
Accrued interest and other expenses		445	432	445	432
Other liabilities		885	399	885	399
Total financial liabilities		8,317	8,219	8,198	8,475
Current		2,145	1,949	2,145	1,949
Non-current		6,173	6,270	6,054	6,527

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

(ii)    Measured with reference to Level 3, using a Monte Carlo option pricing model.

Disclosure of fair value measurement of liabilities

		Carrying value		Fair value
	Note	2020	2019	2020	2019
		(US$ millions)
Financial assets
Derivative financial instruments		24	—	24	—
Other non-current assets		77	66	77	66
Trade receivables, net		351	371	351	371
Amounts due from non-controlling interests, associates and joint venture partners	G.5.	296	68	296	68
Prepayments and accrued income		149	156	149	156
Supplier advances for capital expenditures		21	22	21	22
Call option (ii)	C.7.4.	3	—	3	—
Equity Investments	C.7.3.	160	371	160	371
Other current assets		181	192	181	192
Restricted cash	C.5.2.	199	155	199	155
Cash and cash equivalents	C.5.1.	875	1,164	875	1,164
Total financial assets		2,337	2,564	2,337	2,564
Current		2,143	2,460	2,143	2,460
Non-current		194	104	194	104
Financial liabilities
Debt and financing (i)	C.3.	5,691	5,972	5,572	6,229
Trade payables		334	289	334	289
Payables and accruals for capital expenditure		345	348	345	348
Derivative financial instruments		16	17	16	17
Put option liability	C.7.4.	262	264	262	264
Amounts due to non-controlling interests, associates and joint venture partners	G.5.	339	498	339	498
Accrued interest and other expenses		445	432	445	432
Other liabilities		885	399	885	399
Total financial liabilities		8,317	8,219	8,198	8,475
Current		2,145	1,949	2,145	1,949
Non-current		6,173	6,270	6,054	6,527

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

(ii)    Measured with reference to Level 3, using a Monte Carlo option pricing model.

Disclosure of investments in equity instruments

As at December 31, 2020 and 2019, Millicom has the following investments in equity instruments:

	2020	2019
	(US$ millions)
Investment in Jumia	—	32
Investment in HT	160	338
Equity investment - total	160	371

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Financial risk management (Tables)

12 Months Ended

Dec. 31, 2020

Financial Instruments [Abstract]

Disclosure of detailed information derivatives

On December 31, 2020 and 2019 fair value of derivatives held by the Group can be summarized as follows:

	2020	2019
	(US$ millions)
Derivatives
Cash flow hedge derivatives	12	(17)
Net derivative asset (liability)	12	(17)

Disclosure of nature and extent of risks arising from financial instruments

Financing at December 31, 2020

	Amounts due within:
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Fixed rate financing	80		90		268		561		269		3,498		4,766
Floating rate financing	33		17		171		250		197		256		926
Total	113		107		439		811		467		3,755		5,691
Weighted average nominal interest rate	4.65	%	4.95	%	5.76	%	4.15	%	5.09	%	5.21	%	4.90	%

Financing at December 31, 2019

	Amounts due within:
	1 year		1–2 years		2–3 years		3–4 years		4–5 years		>5 years		Total
	(US$ millions)
Fixed rate financing	118		117		118		332		431		3,428		4,543
Floating rate financing	68		38		27		185		654		457		1,429
Total	186		155		145		517		1,085		3,884		5,972
Weighted average nominal interest rate	5.10	%	4.55	%	4.34	%	5.81	%	4.73	%	5.24	%	4.82	%

Debt denomination at December 31

	2020	2019
	(US$ millions)
Debt denominated in US dollars	3,384	3,535
Debt denominated in currencies of the following countries
Colombia	614	531
Tanzania	40	14
Bolivia	337	350
Paraguay	180	206
El Salvador(i)	118	268
Panama(i)	869	918
Luxembourg (COP denominated)	41	43
Costa Rica	107	107
Total debt denominated in other currencies	2,307	2,437
Total debt	5,691	5,972

(i) El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. Our local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).

Disclosure of maturity analysis for derivative financial liabilities

Maturity profile of net financial liabilities at December 31, 2020

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(113)	(1,824)	(3,755)	(5,691)
Lease liability	(123)	(525)	(373)	(1,021)
Cash and equivalents	875	—	—	875
Pledged deposits (related to back borrowings)	—	—	—	—
Refundable deposit	—	—	—	—
Derivative financial instruments	—	12	—	12
Net cash (debt) including derivatives related to debt	639	(2,336)	(4,128)	(5,825)
Future interest commitments related to debt and financing	(311)	(1,069)	(104)	(1,484)
Future interest commitments related to leases	(146)	(410)	(203)	(759)
Trade payables (excluding accruals)	(576)	—	—	(576)
Other financial liabilities (including accruals)	(1,185)	(29)	—	(1,214)
Put option liability	(262)	—	—	(262)
Trade receivables	351	—	—	351
Other financial assets	568	167	—	735
Net financial liabilities	(922)	(3,676)	(4,435)	(9,034)

Maturity profile of net financial liabilities at December 31, 2019

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(186)	(1,902)	(3,884)	(5,972)
Lease liability(i)	(107)	(490)	(498)	(1,096)
Cash and equivalents	1,164	—	—	1,164
Pledged deposits (related to back borrowings)	1	—	—	1
Refundable deposit	—	—	—	—
Derivative financial instruments	(17)	—	—	(17)
Net cash (debt) including derivatives related to debt	855	(2,392)	(4,383)	(5,920)
Future interest commitments related to debt and financing	(308)	(1,088)	(106)	(1,502)
Future interest commitments related to leases	(157)	(476)	(295)	(928)
Trade payables (excluding accruals)	(510)	—	—	(510)
Other financial liabilities (including accruals)	(1,052)	(337)	—	(1,389)
Put option liability	(264)	—	—	(264)
Trade receivables	371	—	—	371
Other financial assets	613	104	—	717
Net financial liabilities	(452)	(4,189)	(4,784)	(9,425)

(i)    Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Disclosure of maturity analysis for non-derivative financial liabilities

Maturity profile of net financial liabilities at December 31, 2020

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(113)	(1,824)	(3,755)	(5,691)
Lease liability	(123)	(525)	(373)	(1,021)
Cash and equivalents	875	—	—	875
Pledged deposits (related to back borrowings)	—	—	—	—
Refundable deposit	—	—	—	—
Derivative financial instruments	—	12	—	12
Net cash (debt) including derivatives related to debt	639	(2,336)	(4,128)	(5,825)
Future interest commitments related to debt and financing	(311)	(1,069)	(104)	(1,484)
Future interest commitments related to leases	(146)	(410)	(203)	(759)
Trade payables (excluding accruals)	(576)	—	—	(576)
Other financial liabilities (including accruals)	(1,185)	(29)	—	(1,214)
Put option liability	(262)	—	—	(262)
Trade receivables	351	—	—	351
Other financial assets	568	167	—	735
Net financial liabilities	(922)	(3,676)	(4,435)	(9,034)

Maturity profile of net financial liabilities at December 31, 2019

	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Total debt and financing	(186)	(1,902)	(3,884)	(5,972)
Lease liability(i)	(107)	(490)	(498)	(1,096)
Cash and equivalents	1,164	—	—	1,164
Pledged deposits (related to back borrowings)	1	—	—	1
Refundable deposit	—	—	—	—
Derivative financial instruments	(17)	—	—	(17)
Net cash (debt) including derivatives related to debt	855	(2,392)	(4,383)	(5,920)
Future interest commitments related to debt and financing	(308)	(1,088)	(106)	(1,502)
Future interest commitments related to leases	(157)	(476)	(295)	(928)
Trade payables (excluding accruals)	(510)	—	—	(510)
Other financial liabilities (including accruals)	(1,052)	(337)	—	(1,389)
Put option liability	(264)	—	—	(264)
Trade receivables	371	—	—	371
Other financial assets	613	104	—	717
Net financial liabilities	(452)	(4,189)	(4,784)	(9,425)

(i)    Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Disclosure of detailed information about managing capital

Net financial obligations to EBITDA

	Note	2020	2019
	(US$ millions)
Net financial obligations (ii)	C.6.	5,837	5,902
EBITDA	B.3.	1,495	1,530
Net financial obligations to EBITDA (i)		3.90	3.86

(i) The ratio is above 3.0x on an IFRS basis. However, according to the terms of the indenture, this ratio is calculated differently, resulting in a ratio below 3.0x for covenant purposes.

(ii) 2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

Gearing ratio

	Note	2020	2019
	(US$ millions)
Net financial obligations (i)	C.6.	5,837	5,902
Equity attributable to Owners of the Company	C.1.	2,059	2,410
Net financial obligations and equity		7,896	8,312
Gearing ratio		0.74	0.71

(i) 2019 figure has been restated as a result of the finalization of the purchase accounting of our acquisition in Panama (note A.1.2.).

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Long-term assets (Tables)

12 Months Ended

Dec. 31, 2020

Subclassifications of assets, liabilities and equities [abstract]

Disclosure of intangible assets useful lives

Estimated useful lives are:

	Years
Estimated useful lives
Trademarks	1 to 15
Customer lists	4 to 20

Movements in intangible assets and goodwill

Movements in intangible assets in 2020

	Goodwill	Licenses	Customer Lists	IRUs	Trademark	Other (i)	Total
	(US$ millions)
Opening balance, net	1,684	468	470	107	183	282	3,195
Change in scope	—	—	—	—	—	—	—
Additions	—	421	—	—	—	99	520
Amortization charge	—	(71)	(44)	(13)	(106)	(84)	(318)
Impairment	—	—	—	—	—	—	—
Disposals, net	—	—	—	14	—	—	13
Transfers	—	3	—	(18)	—	(1)	(16)
Exchange rate movements	(26)	49	(3)	(3)	—	(8)	10
Closing balance, net	1,659	870	423	86	77	289	3,403
Cost or valuation	1,659	1,305	630	196	323	840	4,953
Accumulated amortization and impairment	—	(435)	(207)	(111)	(246)	(550)	(1,550)
Net	1,659	870	423	86	77	289	3,403

Movements in intangible assets in 2019

	Goodwill	Licenses	Customer Lists	IRUs	Trademark	Other (i)	Total
	(US$ millions)
Opening balance, net	1,069	318	371	89	282	218	2,346
Change in scope (ii)	623	142	137	10	—	24	936
Additions	—	101	—	—	—	101	202
Amortization charge	—	(55)	(37)	(14)	(99)	(67)	(272)
Impairment	—	(8)	—	—	—	—	(8)
Disposals, net	—	—	—	—	—	—	—
Transfers	—	(5)	—	23	—	15	33
Transfer to/from held for sale	—	(18)	—	—	—	(3)	(21)
Exchange rate movements	(7)	(8)	(1)	—	—	(4)	(21)
Closing balance, net	1,684	468	470	107	183	282	3,195
Cost or valuation	1,684	926	688	214	325	809	4,647
Accumulated amortization and impairment	—	(458)	(218)	(107)	(142)	(527)	(1,451)
Net	1,684	468	470	107	183	282	3,195

(i)    Other includes mainly software costs (ii)     Restated as a result of the

Cash used for purchases of long-term assets

Cash used for intangible asset additions

	2020	2019	2018
	(US$ millions)
Additions	520	202	158
Change in accruals and payables for intangibles	(315)	(32)	(10)
Cash used for additions	202	171	148

Cash used for property, plant and equipment additions

	2020	2019	2018
	(US$ millions)
Additions	649	719	698
Change in advances to suppliers	(4)	1	2
Change in accruals and payables for property, plant and equipment	(22)	17	(25)
Finance leases(i)	(1)	(1)	(43)
Cash used for additions	622	736	632

(i)As a result of the application of IFRS 16 finance leases were reclassified to lease liabilities on January 1, 2019. See above in the "New and amended IFRS accounting standards" for further information.

Allocation of goodwill to cash generating units

Allocation of Goodwill to cash generating units (CGUs), net of exchange rate movements and after impairment

	2020	2019
	(US$ millions)
Panama (see note A.1.2.)(i)	907	907
El Salvador	194	194
Costa Rica	115	123
Paraguay	47	50
Colombia	173	181
Tanzania (see note E.1.6.)	12	12
Nicaragua (see note A.1.2)(i)	207	213
Other	3	3
Total	1,659	1,684

The most significant estimates used for the 2020 and 2019 impairment test are shown below:

CGU	Average EBITDA margin (%) (i)		Average CAPEX intensity (%) (i)		Perpetual growth rate (%)		WACC rate after tax (%)
	2020	2019	2020	2019	2020	2019	2020	2019
Bolivia	39.2	42.0	16.8	18.4	1.0	1.5	11.5	10.7
Colombia	35.7	34.1	17.7	17.7	2.0	1.9	8.3	8.6
Costa Rica	32.9	36.3	17.8	23.3	2.0	1.9	12.1	10.1
El Salvador	35.4	33.4	14.0	15.2	1.0	0.8	13.8	10.7
Nicaragua (see note A.1.2)	45.6	33.7	15.9	16.2	3.0	2.0	13.8	10.9
Panamá (see note A.1.2)	48.2	42.6	17.5	14.8	1.0	1.5	7.6	8.3
Paraguay	44.3	46.9	15.6	16.0	1.0	1.6	8.4	9.0
Tanzania	39.5	31.2	11.7	12.2	1.0	1.5	13.8	14.4

(i) Average is computed over the period covered by the plan.

Management performed a sensitivity analysis on key assumptions within the test. The following maximum increases or decreases, expressed in percentage points, were considered for all CGUs:

Reasonable changes in key assumptions (%)
Financial variables
WACC rates	+/-1
Perpetual growth rates	+/-1
Operating variables
EBITDA margin	+/-2
CAPEX intensity	+/-1

The sensitivity analysis shows a comfortable headroom between the recoverable amounts and the carrying values for all CGUs at December 31, 2020, except for El Salvador, Colombia and Nicaragua CGUs (the latter includes both the legacy fixed business and the

recently acquired Telefonica's assets). The following changes in key assumptions would trigger a potential impairment, which would mainly be due to the current political and economic turmoil caused by the pandemic:

Changes in key assumptions that would trigger a potential impairment	CGU
	El Salvador	Colombia	Nicaragua
Financial variables
WACC rate	+86bps	+85bps	+57bps
Operating variables
Average EBITDA margin	-147bps	-160bps	-183bps

Schedule of property, plant and equipment and movements in tangible assets

Estimated useful lives	Duration
Buildings	40 years or lease period, if shorter
Networks (including civil works)	5 to 15 years or lease period, if shorter
Other	2 to 7 years

Movements in tangible assets in 2020

	Network Equipment (ii)	Land and Buildings	Construction in Progress	Other(i)	Total
	(US$ millions)
Opening balance, net	2,212	206	355	127	2,899
Additions	31	—	606	11	649
Disposals, net	31	(2)	(2)	(41)	(13)
Depreciation charge	(644)	(22)	—	(83)	(749)
Asset retirement obligations	17	2	—	—	19
Transfers	588	5	(644)	75	24
Transfer from/(to) assets held for sale (see note E.4)	1	1	—	—	3
Exchange rate movements	(62)	(5)	(7)	(2)	(77)
Closing balance, net	2,175	185	308	87	2,755
Cost or valuation	6,423	329	308	407	7,466
Accumulated amortization and impairment	(4,248)	(144)	—	(320)	(4,711)
Net at December 31, 2020	2,175	185	308	87	2,755

Movements in tangible assets in 2019

	Network equipment	Land and buildings	Construction in progress	Other(i)	Total
	(US$ millions)
Opening balance, net	2,149	175	284	156	2,764
Change in Scope (ii)	201	48	14	9	272
Additions	87	4	612	16	719
Impairments/reversal of impairment, net	—	—	—	1	1
Disposals, net	(8)	(1)	(6)	(3)	(19)
Depreciation charge	(588)	(13)	—	(110)	(711)
Asset retirement obligations	14	5	—	—	19
Transfers	444	4	(537)	64	(24)
Transfers from/(to) assets held for sale (see note E.4.)(iv)	(61)	(14)	(7)	(5)	(88)
Exchange rate movements	(25)	(2)	(6)	(1)	(34)
Closing balance, net	2,212	206	355	127	2,899
Cost or valuation	6,655	364	355	477	7,851
Accumulated amortization and impairment	(4,443)	(158)	—	(351)	(4,952)
Net at December 31, 2019	2,212	206	355	127	2,899

(i)    Other mainly includes office equipment and motor vehicles.

(ii)     Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Disclosure of movement in right of use assets

Movements in right of use assets in 2020

Right-of-use assets	Land and buildings	Sites rental	Tower rental	Other network equipment	Capacity	Other	Total
	(US$ millions)
Opening balance, net	148	101	729	16	15	3	1,012
Change in scope	—	—	—	—	—	—	—
Additions	41	2	23	18	1	1	86
Modifications	9	10	(27)	(1)	—	—	(8)
Impairments	(1)	—	—	—	—	—	(1)
Disposals	(10)	(1)	—	(1)	—	—	(12)
Depreciation	(38)	(17)	(88)	(8)	(1)	(2)	(155)
Asset retirement obligations	—	1	—	—	—	(1)	—
Transfers	—	—	(2)	5	—	1	4
Exchange rate movements	(3)	(2)	(27)	—	—	—	(32)
Closing balance, net	147	93	607	31	14	2	895
Cost of valuation	206	127	839	42	18	6	1,238
Accumulated depreciation and impairment	(59)	(34)	(232)	(12)	(4)	(3)	(343)
Net at December 31, 2020	147	93	607	31	14	2	895

In early 2020, and following a change in regulation in Colombia, future lease payments for the use of certain public assets have been significantly decreased. This triggered a lease modification and a decrease of the related lease liabilities (and right-of-use assets) of approximately $45 million.

Except for the change above, there have been no other unusual significant events affecting lease liabilities (and right-of-use assets) during the year ended December 31, 2020.

Movements in right of use assets in 2019

Right-of-use assets	Land and buildings	Sites rental	Tower rental	Capacity	Other network equipment	Other	Total
	(US$ millions)
Opening balance, net	154	67	623	—	9	4	856
Change in scope (i)	3	58	130	13	8	—	212
Additions	25	4	67	2	1	1	102
Modifications	6	(2)	7	—	—	—	11
Impairments	(1)	—	—	—	—	—	(1)
Disposals	(4)	(4)	(1)	—	—	—	(10)
Depreciation	(35)	(16)	(86)	—	(2)	(2)	(141)
Asset retirement obligations	—	—	—	—	—	—	—
Transfers	—	—	1	—	—	—	1
Transfers to/from assets held for sale	(1)	(5)	(3)	—	—	—	(9)
Exchange rate movements	—	(2)	(7)	—	—	—	(10)
Closing balance, net	148	101	729	15	16	3	1,012
Cost of valuation	181	119	905	18	19	8	1,250
Accumulated depreciation and impairment	(34)	(18)	(176)	(2)	(3)	(5)	(238)
Net at 31 December 2019	148	101	729	15	16	3	1,012

(i)     Restated as a result of the finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

Schedule of assets and liabilities reclassified as held for sale

The following table summarizes the nature of the assets and liabilities reported under assets held for sale and liabilities directly associated with assets held for sale as at December 31, 2020 and 2019:

	December 31,
	2020	2019
	(US$ millions)
Assets and liabilities reclassified as held for sale ($ millions)
Towers Colombia (see note E.4.1.)	1	2
Towers El Salvador (see note E.4.1.)	—	1
Towers Zantel	—	1
Total assets of held for sale	1	5
Total liabilities directly associated with assets held for sale	—	—
Net assets held for sale / book value	1	5

Schedule of assets and liabilities disposed of

The assets and liabilities deconsolidated on the date of the disposal were as follows:

Assets and liabilities held for sale ($ millions)	June 26, 2019
Intangible assets, net	18
Property, plant and equipment, net	89
Right of use assets	9
Other non-current assets	8
Current assets	34
Cash and cash equivalents	9
Total assets of disposal group held for sale	168
Non-current financial liabilities	8
Current liabilities	131
Total liabilities of disposal group held for sale	140
Net assets held for sale at book value	28

Schedule of discontinued operations

Results from discontinued operations

	December 31
	2020	2019	2018
	(US$ millions)
Revenue	—	50	189
Cost of sales	—	(14)	(51)
Operating expenses	(4)	(29)	(83)
Other expenses linked to the disposal of discontinued operations	(9)	(10)	(10)
Depreciation and amortization	—	(11)	(27)
Other operating income (expenses), net	—	—	(9)
Gain/(loss) on disposal of discontinued operations	—	74	(29)
Operating profit (loss)	(12)	61	(21)
Interest income (expense), net	—	(2)	(6)
Other non-operating (expenses) income, net	—	—	(2)
Profit (loss) before taxes	(12)	59	(29)
Credit (charge) for taxes, net	—	(2)	(4)
Net profit/(loss) from discontinuing operations	(12)	57	(33)

Cash flows from discontinued operations

	December 31
	2020	2019	2018
	(US$ millions)
Cash from (used in) operating activities, net	—	(8)	(38)
Cash from (used in) investing activities, net	—	5	8
Cash from (used in) financing activities, net	—	7	11

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Other assets and liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Subclassifications of assets, liabilities and equities [abstract]

Schedule of trade receivables

	2020	2019
	(US$ millions)
Gross trade receivables	649	636
Less: provisions for expected credit losses	(298)	(265)
Trade receivables, net	351	371

Aging of trade receivables

Aging of trade receivables

	Neither past due nor impaired	Past due (net of impairments)
		30–90 days	>90 days	Total
	(US$ millions)
2020:
Telecom operators	15	7	3	25
Own customers	167	65	34	266
Others	34	19	8	60
Total	216	90	45	351
2019:
Telecom operators	23	9	8	40
Own customers	177	63	29	270
Others	40	15	5	60
Total	241	88	43	371

Inventories

Inventories

	2020	2019
	(US$ millions)
Telephone and equipment	23	18
SIM cards	4	3
IRUs	—	3
Other	10	9
Inventory at December 31,	37	32

Provisions and other liabilities

Current

	2020	2019
	(US$ millions)
Deferred revenue	78	77
Customer deposits	14	14
Current legal provisions	22	36
Tax payables	72	74
Customer and MFS distributor cash balances	186	141
Withholding tax on payments to third parties	6	15
Other provisions	—	3
Other current liabilities(i)	133	113
Total	511	474

(i) Includes $44 million (2019: $38 million) of tax risk liabilities not related to income tax.

Non-current

	2020	2019
	(US$ millions)
Non-current legal provisions	30	18
Long-term portion of asset retirement obligations	107	96
Long-term portion of deferred income on tower sale and leasebacks recognized under IAS 17	57	68
Long-term employment obligations	67	71
Other non-current liabilities	67	68
Total	328	322

Contract assets

Contract assets, net

	2020	2019
	(US$ millions)
Long-term portion	6	6
Short-term portion	28	37
Less: provisions for expected credit losses	(2)	(2)
Total	31	41

Contract costs, net (i)

	2020	2019
	(US$ millions)
Net at January 1	5	4
Contract costs capitalized	1	7
Amortization of contract costs	(1)	(6)
Net at December 31	5	5

(i)    Incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that Millicom otherwise would have recognized is one year or less.

Contract liabilities

Contract liabilities

	2020	2019
	(US$ millions)
Long-term portion	2	1
Short-term portion	89	81
Total	90	82

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Additional disclosure items (Tables)

12 Months Ended

Dec. 31, 2020

Additional information [abstract]

Disclosure of fees to auditors

	2020	2019	2018
	(US$ millions)
Audit fees	5.8	6.8	6.7
Audit related fees	0.5	1.3	0.4
Tax fees	0.1	0.1	0.2
Other fees	0.1	0.6	0.6
Total	6.4	8.8	7.7

Non-cash investing and financing activities from continuing operations

Non-cash investing and financing activities from continuing operations

	Note	2020	2019	2018
		(US$ millions)
Investing activities
Acquisition of property, plant and equipment, including (finance) leases	E.2.2.	(27)	17	(65)
Asset retirement obligations	E.2.2.	19	19	15
Financing activities
(Finance) Leases	C.4.	(1)	(1)	(43)
Share based compensation	B.4.1.	24	27	21

Disclosure of transactions between related parties

Transactions and balances with Cable Onda Partners companies are disclosed under 'Other' in the tables below given their individual immateriality.

Expenses from transactions with related parties	2020	2019	2018
	(US$ millions)
Purchases of goods and services from Miffin	(216)	(214)	(175)
Purchases of goods and services from EPM	(37)	(42)	(40)
Lease of towers and related services from HTA(i)	—	(146)	(28)
Other expenses	(57)	(10)	(1)
Total	(310)	(412)	(244)

(i) HTA ceased to be a related party on October 15, 2019. See note C.7.3. for further details.

Income and gains from transactions with related parties	2020	2019	2018
	(US$ millions)
Sale of goods and services to Miffin	327	306	284
Sale of goods and services to EPM	15	13	17
Other revenue	2	3	2
Total	343	322	303

As at December 31, the Company had the following balances with related parties:

	December 31
	2020	2019
	(US$ millions)
Liabilities
Payables to Guatemala joint venture(i)	231	361
Payables to Honduras joint venture(ii)	103	133
Payables to EPM	20	37
Payables to Panama non-controlling interests	1	—
Other accounts payable	1	—
Total	356	531

(i)    Shareholder loans bearing interest. Out of the amount above, $29 million are due over more than one year.

(ii)    Amount payable mainly consist of dividend advances for which dividends are expected to be declared later in 2021 and/or shareholder loans.

	December 31
	2020	2019
	(US$ millions)
Assets
Receivables from EPM	3	3
Receivables from Guatemala joint venture (i)	206	11
Receivables from Honduras joint venture (ii)	84	11
Receivables from Panama non-controlling interests	1	—
Receivable from AirtelTigo Ghana (iii)	—	43
Other accounts receivable	5	4
Total	299	73

(i) In October 2020, Millicom granted a shareholder loan of $193 million to Guatemala (out of which $39 million is due after more than one year as of December 31, 2020). The loan bears interests at 4% p.a. and is repayable by January 13, 2022, at the latest. Together with other shareholder and external financings, the proceeds were used to repay the $800 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2024 (note A.2.2.).

(ii)    In November 2020, our operations in Honduras completed a shareholding restructuring whereby Telefonica Cellular S.A. acquired the shares of Navega S.A. de CV from its existing shareholders. The sale consideration will be payable in several installments with a final settlement in November 2023. As of December 31, 2020, $51 million out of a total receivable of $79 million is due after more than one year and therefore disclosed in non-current assets. The disposal also triggered the recognition of a net gain of $ 4 million, under ‘Other operating income (expenses), net’ in the Group's statement of income, corresponding to the portion of gain realized on the unrelated investors' interests in the joint venture (i.e. 33.33%).

(iii)    In 2020, and as a result of the significant deterioration of the credit risk of AirtelTigo Ghana, combined with other unfavorable economic factors, Millicom concluded that this related party loan was underperforming and should be impaired. As a consequence, the Group fully impaired this receivable of $45 million during the year, disclosed under ' Other operating income (expenses), net' in the income statement.

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Introduction - Foreign exchange rates (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Bolivia
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	6.91	6.91
Change in closing foreign exchange rate	0
Average foreign exchange rate	6.91	6.91	6.91
Change in average foreign exchange rate	0
Chad
Foreign Exchange Rate [Line Items]
Average foreign exchange rate			571
Colombia
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	3,432.50	3,277
Change in closing foreign exchange rate	0.047
Average foreign exchange rate	3,695	3,296	2,973
Change in average foreign exchange rate	0.121
Costa Rica, Colones
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	617.30	576
Change in closing foreign exchange rate	0.071
Average foreign exchange rate	590	588	578
Change in average foreign exchange rate	0.003
Ghanaian cedi
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	5.87	5.73
Change in closing foreign exchange rate	0.024
Average foreign exchange rate	5.75	5.33	4.63
Change in average foreign exchange rate	0.079
Guatemala, Quetzales
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	7.79	7.70
Change in closing foreign exchange rate	0.012
Average foreign exchange rate	7.73	7.71	7.52
Change in average foreign exchange rate	0.003
Honduras, Lempiras
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	24.20	24.72
Change in closing foreign exchange rate	(0.021)
Average foreign exchange rate	24.65	24.59	23.99
Change in average foreign exchange rate	0.002
Euro Member Countries, Euro
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	0.82	0.89
Change in closing foreign exchange rate	(0.082)
Average foreign exchange rate	0.87	0.89	0.85
Change in average foreign exchange rate	(0.021)
Nicaragua, Cordobas
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	34.82	33.84
Change in closing foreign exchange rate	0.029
Average foreign exchange rate	34.34	33.12	31.55
Change in average foreign exchange rate	0.037
Paraguay
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	6,900.11	6,453
Change in closing foreign exchange rate	0.069
Average foreign exchange rate	6,758	6,232	5,743
Change in average foreign exchange rate	0.084
Sweden, Kronor
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	8.23	9.37
Change in closing foreign exchange rate	(0.121)
Average foreign exchange rate	9.16	9.43	8.71
Change in average foreign exchange rate	(0.029)
Tanzania
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	2,318.95	2,299
Change in closing foreign exchange rate	0.009
Average foreign exchange rate	2,312	2,304	2,274
Change in average foreign exchange rate	0.003
United Kingdom, Pounds
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	0.73	0.75
Change in closing foreign exchange rate	(0.030)
Average foreign exchange rate	0.77	0.78	0.75
Change in average foreign exchange rate	(0.012)
Panama
Foreign Exchange Rate [Line Items]
Closing foreign exchange rate	1

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Introduction - Initial application of standards (Details) - USD ($) $ in Millions		3 Months Ended		12 Months Ended
	Jan. 01, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018		Nov. 14, 2019
Disclosure of initial application of standards or interpretations [line items]
Bad debt provision		$ 32.0	$ 33.0
Receivables from contracts with customers				$ 3.9
Weighted average lessee's incremental borrowing rate applied to lease liabilities	12.30%
Lease liabilities				1,021.0	$ 1,096.0
Lease liabilities	$ 0.0			123.0	107.0	[1]
Non-current lease liabilities	0.0			897.0	988.0	[1]
ASSETS
Property, plant and equipment, net	3,071.0			2,755.0	2,899.0	[1]	$ 2,764.0
Right of use assets	0.0			895.0	1,012.0	[1]
Prepayments	129.0
Investments in joint ventures				2,642.0	2,797.0	[1]
Contract costs, net				5.0	5.0	[1]
Deferred tax assets				197.0	200.0	[1]
Other non-current assets				77.0	66.0	[1]
Trade receivables, net				351.0	371.0	[1]
Contract assets, net				31.0	41.0	[1]
LIABILITIES
Debt and financing – non-current	4,123.0			5,578.0	5,786.0	[1]
Debt and financing – current	458.0			113.0	186.0	[1]
Other current liabilities	492.0
Contract liabilities				90.0	82.0	[1]
Provisions and other current liabilities				511.0	474.0	[1]
Current income tax liabilities				71.0	75.0	[1]
Deferred tax liabilities				209.0	285.0	[1]
EQUITY
Non-controlling interests				215.0	271.0	[1]
Revenue				4,171.0	4,336.0		3,946.0	[2]
Cost of sales				(1,171.0)	(1,201.0)		(1,117.0)	[2]
Operating expenses				(1,505.0)	(1,604.0)		(1,616.0)	[2]
Share of profit in the joint ventures in Guatemala and Honduras				171.0	179.0		154.0	[2]
Tax (charge) credit, net				$ (102.0)	(120.0)		(112.0)	[2]
IFRS 16
Disclosure of initial application of standards or interpretations [line items]
Operating lease commitments disclosed as at December 31, 2018	801.0
(Plus): Non lease components obligations	57.0
(Less): Short term leases recognized on a straight line basis as an expense	(3.0)
(Less): Low value leases recognized on a straight line basis as an expense	(2.0)
(Less): Contract included in the lease commitments but with starting date in 2019 and not part of the IFRS 16 opening balances	(17.0)
(Plus/Less): Other	(9.0)
Gross lease liabilities	828.0
Discounted using the lessee's incremental borrowing rate at the date of the initial application	(283.0)
(Plus): Finance lease liabilities recognized at December 31, 2018	353.0
Lease liabilities	898.0
Lease liabilities	86.0
Non-current lease liabilities	812.0
ASSETS
Property, plant and equipment, net	2,764.0
Right of use assets	856.0
Prepayments	123.0
LIABILITIES
Debt and financing – non-current	3,786.0
Debt and financing – current	442.0
Other current liabilities	490.0
EQUITY
Operating expenses	149.0
IFRS 16 | Increase (decrease) due to changes in accounting policy required by IFRSs [member]
Disclosure of initial application of standards or interpretations [line items]
Operating Lease Liabilities	545.0
Increase (decrease) due to application of IFRS 16
Disclosure of initial application of standards or interpretations [line items]
Lease liabilities	86.0
Non-current lease liabilities	812.0
ASSETS
Property, plant and equipment, net	(307.0)
Right of use assets	856.0				$ 1,012.0		$ 856.0
Prepayments	(6.0)
LIABILITIES
Debt and financing – non-current	(337.0)
Debt and financing – current	(16.0)
Other current liabilities	$ (2.0)
Principal shareholder | Kinnevik
Disclosure of initial application of standards or interpretations [line items]
Shareholder ownership percentage									37.00%

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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The Millicom Group - A.1. Subsidiaries (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Telemovil El Salvador S.A. de C.V.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom Cable Costa Rica S.A.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Telefonica Celular de Bolivia S.A.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Telefonica Celular del Paraguay S.A.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Cable Onda S.A
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	80.00%	80.00%	80.00%
Telefonica Moviles Panama
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	80.00%	80.00%	0.00%
Telefonia Cellular de Nicaragua sa
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	0.00%
Colombia Movil S.A. E.S.P.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	50.00%	50.00%	50.00%
UNE EPM Telecommunicaciones SA
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	50.00%	50.00%	50.00%
Edatel S.A. E.S.P.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	50.00%	50.00%	50.00%
Sentel GSM S.A.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	0.00%	0.00%
MIC Tanzania Public Limited Company
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	98.50%	98.50%	100.00%
Millicom Tchad S.A.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	0.00%	100.00%
Millicom Rwanda Limited
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	0.00%	0.00%	0.00%
Zanzibar Telecom Limited
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	98.50%	98.50%	85.00%
Millicom International Operations S.A.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom International Operations B.V.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom LIH S.A.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
MIC Latin America B.V.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom Africa B.V.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom Holding B.V.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom International Services LLC
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom Services UK Ltd
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%
Millicom Spain S.L.
Disclosure of subsidiaries [line items]
Proportion of ownership interest in subsidiary	100.00%	100.00%	100.00%

XML

The Millicom Group - A.1.2. Acquisition of subsidiaries and changes in non-controlling interests in subsidiaries (Details) $ in Millions		1 Months Ended	4 Months Ended				8 Months Ended				12 Months Ended
	Aug. 29, 2019 USD ($)	Oct. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)		Dec. 31, 2019 USD ($)		Dec. 31, 2019 USD ($)		Dec. 31, 2019 USD ($)		Dec. 31, 2020 USD ($) $ / m	Dec. 31, 2019 USD ($)		Dec. 31, 2018 USD ($)		Sep. 30, 2020 USD ($)	May 16, 2019 USD ($)	Feb. 20, 2019 USD ($)	Jan. 01, 2019 USD ($)
Disclosure of detailed information about business combination [line items]
Non-controlling interests											$ (41)	$ 5		$ (16)	[1]
Intangible assets, net			$ 3,195	[2]	$ 3,195	[2]	$ 3,195	[2]	$ 3,195	[2]	3,403	3,195	[2]
Property, plant and equipment, net			2,899	[2]	2,899	[2]	2,899	[2]	2,899	[2]	2,755	2,899	[2]	2,764					$ 3,071
Right of use assets			1,012	[2]	1,012	[2]	1,012	[2]	1,012	[2]	895	1,012	[2]						0
Other current assets			192	[2]	192	[2]	192	[2]	192	[2]	181	192	[2]
Lease liabilities (non-current)			988	[2]	988	[2]	988	[2]	988	[2]	897	988	[2]						0
Lease liabilities			107	[2]	107	[2]	107	[2]	107	[2]	123	107	[2]						$ 0
Deferred tax liabilities			285	[2]	285	[2]	285	[2]	285	[2]	209	285	[2]
Retained profits			2,222	[2]	2,222	[2]	2,222	[2]	2,222	[2]	2,365	2,222	[2]
Non-controlling interests			271	[2]	271	[2]	271	[2]	271	[2]	215	271	[2]
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Changes in cash and cash equivalents											(289)	645		$ (98)	[3]
Additions to right-of-use assets					30						86	102
Additions to lease liabilities					30
Telefonia Celular de Nicaragua, S.A.
Disclosure of detailed information about business combination [line items]
Percentage of controlling interest acquired																		100.00%
Cash consideration																	$ 437
Cash consideration, provisionally adjusted			430		430		430		430		426	430
Intangible assets, net			(4)		(4)		(4)		(4)			(4)
Property, plant and equipment, net			0		0		0		0			0
Right of use assets			0		0		0		0			0
Other current assets			4		4		4		4			4
Lease liabilities (non-current)			0		0		0		0			0
Lease liabilities			0		0		0		0			0
Deferred tax liabilities			0		0		0		0			0
Retained profits			0		0		0		0			0
Non-controlling interests			0		0		0		0			0
Amounts recognised as of acquisition date for each major class of assets acquired and liabilities assumed [abstract]
Intangible assets (excluding goodwill), net			131		131		131		131			131					131
Property, plant and equipment, net			149		149		149		149			149					149
Right of use assets			131		131		131		131			131					131
Other non-current assets			2		2		2		2			2					2
Current assets (excluding cash)			23		23		23		23			23					23
Trade receivables			17		17		17		17		17	17					17
Cash and cash equivalents			7		7		7		7			7					7
Total assets acquired			459		459		459		459			459					459
Lease liabilities			131		131		131		131			131					131
Other liabilities			118		118		118		118			118					118
Total liabilities assumed			249		249		249		249			249					249
Fair value of assets acquired and liabilities assumed, net			210		210		210		210			210					210
Acquisition price			426		426		426		426			426					430
Goodwill			216		216		216		216			216					$ 220
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Changes in intangible assets (excluding goodwill)									0
Changes in cash and cash equivalents									0
Changes in property, plant and equipment									0
Changes in right of use assets									0
Changes in other non-current assets									0
Changes in current assets (excluding cash)									0
Changes in trade receivables									0
Changes in total assets acquired									0
Changes in lease liabilities									0
Changes in other liabilities									0
Changes in total liabilities assumed									0
Changes in fair value of assets acquired and liabilities assumed, net									0
Changes in acquisition price									(4)
Changes in final goodwill									(4)
Fair value step-up of property, plant and equipment											39
Right-of-use assets adjusted											7
Indemnification assets for tax contingencies											11
Tax contingent liabilities											1
Deferred tax liabilities											$ 50
Revenue of acquiree since acquisition date							144
Net profit (loss) of acquiree since acquisition date							5
Revenue of combined entity as if combination occurred at beginning of period												219
Net profit (loss) of combined entity as if combination occurred at beginning of period												(16)
Amortisation of combined entity												12
Telefonica Moviles Panama
Disclosure of detailed information about business combination [line items]
Percentage of controlling interest acquired	100.00%																	100.00%
Cash consideration	$ 594
Cash consideration, provisionally adjusted																$ 587
Intangible assets, net			(20)		(20)		(20)		(20)			(20)
Property, plant and equipment, net			17		17		17		17			17
Right of use assets			34		34		34		34			34
Other current assets			7		7		7		7			7
Lease liabilities (non-current)			22		22		22		22			22
Lease liabilities			11		11		11		11			11
Deferred tax liabilities			6		6		6		6			6
Retained profits			0		0		0		0			0
Non-controlling interests			0		0		0		0			0
Amounts recognised as of acquisition date for each major class of assets acquired and liabilities assumed [abstract]
Intangible assets (excluding goodwill), net	178		182		182		182		182			182
Property, plant and equipment, net	110		127		127		127		127			127
Right of use assets	47		81		81		81		81			81
Other non-current assets	3		3		3		3		3			3
Current assets (excluding cash)	23		23		23		23		23			23
Trade receivables	21		21		21		21		21			21
Cash and cash equivalents	10		10		10		10		10			10
Total assets acquired	391		446		446		446		446			446
Lease liabilities	48		81		81		81		81			81
Other debt and financing	74		74		74		74		74			74
Other liabilities	101		107		107		107		107			107
Total liabilities assumed	224		262		262		262		262			262
Fair value of assets acquired and liabilities assumed, net	167		184		184		184		184			184
Acquisition price	594		587		587		587		587			587
Goodwill	426		403		403		403		403			403
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Changes in intangible assets (excluding goodwill)					4
Changes in cash and cash equivalents					0
Changes in property, plant and equipment					17
Changes in right of use assets					34
Changes in other non-current assets					0
Changes in current assets (excluding cash)					0
Changes in trade receivables					0
Changes in total assets acquired					55
Changes in lease liabilities					33
Changes in other debt and financing					0
Changes in other liabilities					6
Changes in total liabilities assumed					39
Changes in fair value of assets acquired and liabilities assumed, net					16
Changes in acquisition price					(7)
Changes in final goodwill					(23)
Fair value step-up of property, plant and equipment	17
Right-of-use assets adjusted	4
Deferred tax liabilities	$ 21
Revenue of acquiree since acquisition date			80
Net profit (loss) of acquiree since acquisition date			6
Revenue of combined entity as if combination occurred at beginning of period												158
Net profit (loss) of combined entity as if combination occurred at beginning of period												1
Amortisation of combined entity												3
Telefonica de Costa Rica TC, S.A.
Disclosure of detailed information about business combination [line items]
Percentage of controlling interest acquired																		100.00%
Telefonica CAM Acquisitions
Disclosure of detailed information about business combination [line items]
Acquisition-related costs recognised as expense for transaction recognised separately from acquisition of assets and assumption of liabilities in business combination												16
Amounts recognised as of acquisition date for each major class of assets acquired and liabilities assumed [abstract]
Acquisition price																		$ 1,080
Cable Onda S.A
Disclosure of detailed information about business combination [line items]
Proportion of ownership interest in subsidiary	80.00%
Enterprise value of acquired entity	$ 1,460
Percentage ownership held by non-controlling interest	20.00%
Previously stated
Disclosure of detailed information about business combination [line items]
Intangible assets, net			3,219		3,219		3,219		3,219			3,219
Property, plant and equipment, net			2,883		2,883		2,883		2,883			2,883
Right of use assets			977		977		977		977			977
Other current assets			181		181		181		181			181
Lease liabilities (non-current)			967		967		967		967			967
Lease liabilities			97		97		97		97			97
Deferred tax liabilities			279		279		279		279			279
Retained profits			2,222		2,222		2,222		2,222			2,222
Non-controlling interests			271		$ 271		271		271			271
Computer software | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Fair value step-up of property, plant and equipment	$ 3
Spectrum | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives											14 years
Fair value step-up on spectrum											$ 39
Spectrum | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives	17 years
Fair value step-up on spectrum	$ 7
Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets not previously recognized at the date of acquisition											$ 81
Customer Lists | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets not previously recognized at the date of acquisition	$ 55
Bottom of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Useful life measured as period of time, property, plant and equipment											6 years
Bottom of range | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives	3 years
Useful life measured as period of time, property, plant and equipment					3 years
Bottom of range | Customer Lists
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives											4 years
Bottom of range | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives											4 years
Top of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Useful life measured as period of time, property, plant and equipment											7 years
Top of range | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives	17 years
Useful life measured as period of time, property, plant and equipment					8 years
Top of range | Customer Lists
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives											20 years
Top of range | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets useful lives											10 years
Land and Buildings
Disclosure of detailed information about business combination [line items]
Right of use assets			$ 148		$ 148		$ 148		$ 148		$ 147	148
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Additions to right-of-use assets											41	$ 25
Land and Buildings | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Fair value step-up of property, plant and equipment											8
Land and Buildings | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Fair value step-up of property, plant and equipment	$ 4
Core Network | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Fair value step-up of property, plant and equipment											$ 25
Core Network | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Fair value step-up of property, plant and equipment	$ 11
Market approach | Useful Life, Measurement Input | Land and Buildings | Bottom of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											10 years
Market approach | Useful Life, Measurement Input | Land and Buildings | Top of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											30 years
Market approach | Land and Buildings, Price per Square Meter, Measurement Input | Land and Buildings | Bottom of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, price per square meter | $ / m											2
Market approach | Land and Buildings, Price per Square Meter, Measurement Input | Land and Buildings | Top of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, price per square meter | $ / m											57
Cost approach | Useful Life, Measurement Input | Property, Plant and Equipment | Bottom of range | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											3 years
Cost approach | Useful Life, Measurement Input | Property, Plant and Equipment | Top of range | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											27 years
Cost approach | Useful Life, Measurement Input | Core Network | Bottom of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											5 years
Cost approach | Useful Life, Measurement Input | Core Network | Top of range | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											27 years
Cost approach | Remaining Useful Life, Measurement Input | Property, Plant and Equipment | Bottom of range | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											3 years
Cost approach | Remaining Useful Life, Measurement Input | Property, Plant and Equipment | Top of range | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, duration											27 years
Cost approach | Remaining Useful Life, Measurement Input | Core Network | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, estimated duration											1 year 8 months 12 days
Market approach - Market comparable transactions | Spectrum | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable inputs, assets, estimated duration											14 years
Market approach - Market comparable transactions | Discount rate | Spectrum | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.14
Market approach - Market comparable transactions | Terminal Growth Rate, Measurement Input | Spectrum | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											2.5
Market approach - Market comparable transactions | EBITDA Margin, Measurement Input | Customer Lists | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.415
Income approach - Multi-Period Excess Earnings Method | Monthly Churn Rate, B2B, Measurement Input | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.012
Income approach - Multi-Period Excess Earnings Method | Monthly Churn Rate, B2C, Measurement Input | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.029
Income approach - Multi-Period Excess Earnings Method | Monthly Churn Rate, B2B, Measurement Input | Customer Lists | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.038
Income approach - Multi-Period Excess Earnings Method | Discount rate | Bottom of range | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.14
Income approach - Multi-Period Excess Earnings Method | Discount rate | Bottom of range | Customer Lists | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.098
Income approach - Multi-Period Excess Earnings Method | Discount rate | Top of range | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.15
Income approach - Multi-Period Excess Earnings Method | Discount rate | Top of range | Customer Lists | Telefonica Moviles Panama
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.108
Income approach - Multi-Period Excess Earnings Method | EBITDA Margin, Measurement Input | Bottom of range | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.36
Income approach - Multi-Period Excess Earnings Method | EBITDA Margin, Measurement Input | Top of range | Customer Lists | Telefonia Celular de Nicaragua, S.A.
Amounts Recognised as of Final Fair Value Date for Each Major Class of Assets Acquired and Liabilities Assumed [Abstract]
Significant unobservable input, assets											0.41
MIC Tanzania
Disclosure of detailed information about business combination [line items]
Equity decrease by net amount		$ 18
Percentage ownership held by non-controlling interest		(15.00%)
MIC Tanzania | Government of Zanzibar
Disclosure of detailed information about business combination [line items]
Percentage of controlling interest acquired		1.50%
Proportion of ownership interest in subsidiary		15.00%

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[2] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[3] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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The Millicom Group - A.1.3. Disposal of subsidiaries and decreases in non-controlling interests of subsidiaries (Details) - Discontinued operations - USD ($) $ in Millions			1 Months Ended	12 Months Ended
	Jun. 26, 2019	Apr. 27, 2018	Aug. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 19, 2017
Disclosure of subsidiaries [line items]
Gain (loss) on disposal of discontinued operations				$ 0	$ 74	$ (29)
Discontinued Operations - Chad
Disclosure of subsidiaries [line items]
Cash consideration for disposal of operations	$ 110
Disposal Group, Price Adjustment			$ 8
Gain (loss) on disposal of discontinued operations	$ 77
Discontinued Operations - Rwanda
Disclosure of subsidiaries [line items]
Gain (loss) on disposal of discontinued operations					$ (32)
Consideration for disposal of operations							$ 51
Deferred cash payment due							18
Earn-outs not recognized							$ 7
Discontinued Operations - Senegal
Disclosure of subsidiaries [line items]
Cash consideration for disposal of operations		$ 151
Gain (loss) on disposal of discontinued operations		$ 6

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The Millicom Group - A.1.4. Summarized financial information (Details) - USD ($) $ in Millions	4 Months Ended		12 Months Ended
	Dec. 31, 2019		Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018		Nov. 01, 2019	Aug. 29, 2019
Disclosure of subsidiaries [line items]
Operating profit (loss)			$ 446	$ 575		$ 640	[1]
Net (loss) for the year			(385)	154		(26)	[2]
Non-controlling interest in net (loss)			(41)	5		(16)	[1]
Total assets (excluding goodwill)	$ 12,895	[3]	12,422	12,895	[3]	10,313
Total liabilities	10,215	[3]	10,148	10,215	[3]	7,521
Non-controlling interests	271	[3]	215	271	[3]
Net cash from operating activities			821	801		792	[4]
Net cash from (used in) investing activities			(495)	(1,502)		(1,199)	[4]
Net cash from (used in) financing activities			(598)	1,355		341	[4]
Exchange impact on cash and cash equivalents, net			(17)	(8)		(33)	[4]
Net (decrease) increase in cash and cash equivalents			(289)	645		(98)	[4]
Operating profit (loss)			446	575		640	[1]
Profit (loss)			(385)	154		(26)	[2]
Non-controlling interests			(41)	5		(16)	[1]
Total assets (excluding goodwill)	12,895	[3]	12,422	12,895	[3]	10,313
Total liabilities	10,215	[3]	10,148	10,215	[3]	7,521
Non-controlling interests	271	[3]	215	271	[3]
Net cash from operating activities			821	801		792	[4]
Net cash from (used in) investing activities			(495)	(1,502)		(1,199)	[4]
Net cash from (used in) financing activities			(598)	1,355		341	[4]
Exchange impact on cash and cash equivalents, net			(17)	(8)		(33)	[4]
Increase (decrease) in cash and cash equivalents			(289)	645		(98)	[4]
Colombia
Disclosure of subsidiaries [line items]
Revenue			1,346	1,532		1,661
Total operating expenses			(470)	(543)		(667)
Operating profit (loss)			129	164		147
Net (loss) for the year			(46)	23		(10)
Non-controlling interest in net (loss)			(23)	11		(5)
Total assets (excluding goodwill)	2,256		2,589	2,256		1,966
Total liabilities	1,891		2,303	1,891		1,620
Net assets	365		286	365		346
Non-controlling interests	170		133	170		161
Dividends and advances paid to non-controlling interest			(4)	(12)		(2)
Net cash from operating activities			370	363		348
Net cash from (used in) investing activities			(311)	(260)		(270)
Net cash from (used in) financing activities			(47)	(67)		(75)
Exchange impact on cash and cash equivalents, net			(15)	0		(18)
Net (decrease) increase in cash and cash equivalents			(3)	36		(15)
Revenue			1,346	1,532		1,661
Operating expense			470	543		667
Operating profit (loss)			129	164		147
Profit (loss)			(46)	23		(10)
Non-controlling interests			(23)	11		(5)
Total assets (excluding goodwill)	2,256		2,589	2,256		1,966
Total liabilities	1,891		2,303	1,891		1,620
Total net assets	365		286	365		346
Non-controlling interests	170		133	170		161
Dividends paid to non-controlling interests			4	12		2
Net cash from operating activities			370	363		348
Net cash from (used in) investing activities			(311)	(260)		(270)
Net cash from (used in) financing activities			(47)	(67)		(75)
Exchange impact on cash and cash equivalents, net			(15)	0		(18)
Increase (decrease) in cash and cash equivalents			(3)	36		(15)
Panama
Disclosure of subsidiaries [line items]
Revenue			585	475		17
Total operating expenses			(197)	(148)		(8)
Operating profit (loss)			(60)	(15)		(39)
Net (loss) for the year			(89)	(31)		(39)
Non-controlling interest in net (loss)			(18)	(6)		(8)
Total assets (excluding goodwill)	1,905		1,734	1,905		1,082
Total liabilities	1,411		1,327	1,411		556
Net assets	494		407	494		526
Non-controlling interests	99		81	99
Net cash from operating activities			193	167		(2)
Net cash from (used in) investing activities			(100)	(693)		12
Net cash from (used in) financing activities			(69)	580		(3)
Net (decrease) increase in cash and cash equivalents			24	54		7
Revenue			585	475		17
Operating expense			197	148		8
Operating profit (loss)			(60)	(15)		(39)
Profit (loss)			(89)	(31)		(39)
Non-controlling interests			(18)	(6)		(8)
Total assets (excluding goodwill)	1,905		1,734	1,905		1,082
Total liabilities	1,411		1,327	1,411		556
Total net assets	494		407	494		526
Non-controlling interests	99		81	99
Net cash from operating activities			193	167		(2)
Net cash from (used in) investing activities			(100)	(693)		12
Net cash from (used in) financing activities			(69)	580		(3)
Increase (decrease) in cash and cash equivalents			24	54		7
Other
Disclosure of subsidiaries [line items]
Non-controlling interest in net (loss)			0	0		(3)
Non-controlling interests	2		1	2
Non-controlling interests			0	0		(3)
Non-controlling interests	2		1	2
Before Consolidation Adjustments | Colombia
Disclosure of subsidiaries [line items]
Non-controlling interests	183		143	183		173
Non-controlling interests	183		143	183		173
Before Consolidation Adjustments | Panama
Disclosure of subsidiaries [line items]
Non-controlling interests	99		81	99		105
Non-controlling interests	99		81	99		105
Consolidation adjustments | Colombia
Disclosure of subsidiaries [line items]
Non-controlling interests	(13)		(10)	(13)		(12)
Non-controlling interests	(13)		$ (10)	(13)		$ (12)
Telefonica Moviles Panama
Disclosure of subsidiaries [line items]
Non-controlling interests	0			0
Net (decrease) increase in cash and cash equivalents	0
Consideration transferred, acquisition-date fair value	587			587					$ 594
Non-controlling interests	0			0
Increase (decrease) in cash and cash equivalents	0
Cable Onda 4.5% Senior Notes Due 2030
Disclosure of subsidiaries [line items]
Notional amount	$ 600			$ 600				$ 600

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[3] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[4] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

XML

The Millicom Group - A.2. Joint Ventures (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 18, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure of joint ventures [line items]
Statutory reserves unavailable for distribution		$ 310	$ 306	$ 324
Increase (Decrease) Joint Ventures [Roll Forward]
Investments in joint ventures		2,797
Investments in joint ventures		2,642	2,797
Joint ventures
Disclosure of joint ventures [line items]
Total net assets		3,072	3,346
Statutory reserves unavailable for distribution		153	142
Dividends and advances paid to Millicom		71	237
Guatemala joint ventures
Disclosure of joint ventures [line items]
Total net assets		$ 1,662	$ 1,767	$ 1,796
Proportion of ownership interest in joint venture	55.00%	55.00%	55.00%	55.00%
Dividends and advances paid to Millicom		$ 47	$ 209	$ 211
Increase (Decrease) Joint Ventures [Roll Forward]
Investments in joint ventures		2,089	2,104
Disposal of the Group's investments in Navega to Celtel		0
Results for the year		144	152	131
Accounting policy changes			0
Results for the year		144	152	131
Utilization of past unrecognized losses			0
Capital increase			0
Dividends declared during the year		(199)	(170)
Currency exchange differences		(3)	2
Investments in joint ventures		$ 2,031	$ 2,089	2,104
Comunicaciones Celulares S.A
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture		55.00%	55.00%
Navega.com S.A.
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture		55.00%	55.00%
Honduras joint ventures
Disclosure of joint ventures [line items]
Total net assets		$ (8)	$ 176	$ 198
Proportion of ownership interest in joint venture		66.70%	66.70%	66.70%
Dividends and advances paid to Millicom		$ 24	$ 28	$ 32
Increase (Decrease) Joint Ventures [Roll Forward]
Investments in joint ventures		708	730
Disposal of the Group's investments in Navega to Celtel		(83)
Results for the year		27	27	23
Accounting policy changes			0
Results for the year		27	27	23
Utilization of past unrecognized losses			0
Capital increase			0
Dividends declared during the year		(55)	(37)
Currency exchange differences		13	(12)
Investments in joint ventures		$ 610	$ 708	730
Telefonica Celular S.A
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture		66.70%	66.70%
Navega S.A. de CV
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture		66.70%	66.70%
Ghana joint ventures
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture		50.00%
Increase (Decrease) Joint Ventures [Roll Forward]
Investments in joint ventures		$ 0
Investments in joint ventures		0	$ 0
Ghana
Disclosure of joint ventures [line items]
Total net assets		$ (263)	$ (223)	$ (63)
Proportion of ownership interest in joint venture		50.00%	50.00%	50.00%
Increase (Decrease) Joint Ventures [Roll Forward]
Investments in joint ventures		$ 0	$ 32
Disposal of the Group's investments in Navega to Celtel		0
Results for the year		0	(40)	$ (68)
Accounting policy changes			0
Results for the year		0	(40)	(68)
Utilization of past unrecognized losses			(5)
Capital increase			5
Dividends declared during the year		0	0
Currency exchange differences		0	8
Investments in joint ventures		$ 0	$ 0	$ 32
Bharti Airtel Ghana Holdings B.V.
Disclosure of joint ventures [line items]
Proportion of ownership interest in joint venture		50.00%	50.00%

XML

The Millicom Group - A.2.2. Material Joint Ventures - Guatemala and Honduras (Details)					12 Months Ended
	Nov. 18, 2020 USD ($)	Oct. 05, 2020 USD ($)	Jun. 01, 2020 USD ($)	Sep. 19, 2019 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)		Dec. 31, 2018 USD ($)		Oct. 05, 2020 GTQ (Q)	Jan. 01, 2019 USD ($)	Dec. 31, 2017 USD ($)	[4]	Dec. 31, 2015 USD ($)
Disclosure of joint ventures [line items]
Depreciation and amortization					$ (1,208,000,000)	$ (1,100,000,000)		$ (803,000,000)
Operating profit (loss)					446,000,000	575,000,000		640,000,000	[1]
Profit (loss) before taxes from continuing operations					(271,000,000)	218,000,000		119,000,000	[1]
Tax (charge) credit, net					(102,000,000)	(120,000,000)		(112,000,000)	[1]
Net profit (loss) for the period					(385,000,000)	154,000,000		(26,000,000)	[2]
Total non-current assets (excluding goodwill)					10,114,000,000	10,238,000,000	[3]
Total non-current liabilities					7,540,000,000	7,797,000,000	[3]
Carrying value of investment in joint venture					2,642,000,000	2,797,000,000	[3]
Cash and cash equivalents					875,000,000	1,164,000,000	[3]	528,000,000	[4]			$ 619,000,000
Debt and financing – non-current					5,578,000,000	5,786,000,000	[3]				$ 4,123,000,000
Debt and financing – current					113,000,000	186,000,000	[3]				$ 458,000,000
Net cash from operating activities					821,000,000	801,000,000		792,000,000	[4]
Net cash from (used in) investing activities					(495,000,000)	(1,502,000,000)		(1,199,000,000)	[4]
Net cash from (used in) financing activities					(598,000,000)	1,355,000,000		341,000,000	[4]
Exchange impact on cash and cash equivalents, net					(17,000,000)	(8,000,000)		(33,000,000)	[4]
Net (decrease) increase in cash and cash equivalents					(289,000,000)	645,000,000		(98,000,000)	[4]
Impairments/reversal of impairment, net						1,000,000
Interest expense on borrowings					386,000,000	348,000,000		234,000,000
Guatemala joint ventures
Disclosure of joint ventures [line items]
Revenue					1,503,000,000	1,434,000,000		1,373,000,000
Depreciation and amortization					(323,000,000)	(313,000,000)		(283,000,000)
Operating profit (loss)					452,000,000	429,000,000		387,000,000
Financial income (expenses), net (i)					(95,000,000)	(66,000,000)		(56,000,000)
Profit (loss) before taxes from continuing operations					347,000,000	356,000,000		309,000,000
Tax (charge) credit, net					(83,000,000)	(79,000,000)		(69,000,000)
Net profit (loss) for the period					264,000,000	277,000,000		240,000,000
Results for the year					144,000,000	152,000,000		131,000,000
Dividends and advances paid to Millicom					47,000,000	209,000,000		211,000,000
Total non-current assets (excluding goodwill)					2,195,000,000	2,517,000,000		2,280,000,000
Total non-current liabilities					751,000,000	1,216,000,000		981,000,000
Total current assets					742,000,000	717,000,000		718,000,000
Current liabilities					523,000,000	251,000,000		221,000,000
Total net assets					$ 1,662,000,000	$ 1,767,000,000		$ 1,796,000,000
Group's share in %	55.00%				55.00%	55.00%		55.00%
Group's share in USD millions					$ 914,000,000	$ 972,000,000		$ 988,000,000
Goodwill and consolidation adjustments					1,117,000,000	1,117,000,000		1,116,000,000
Carrying value of investment in joint venture					2,031,000,000	2,089,000,000		2,104,000,000
Cash and cash equivalents					188,000,000	189,000,000		217,000,000
Debt and financing – non-current					619,000,000	1,152,000,000		928,000,000
Debt and financing – current					24,000,000	21,000,000		0
Net cash from operating activities					598,000,000	588,000,000		545,000,000
Net cash from (used in) investing activities					(289,000,000)	(205,000,000)		(173,000,000)
Net cash from (used in) financing activities					(308,000,000)	(412,000,000)		(455,000,000)
Exchange impact on cash and cash equivalents, net					(2,000,000)	1,000,000		(3,000,000)
Net (decrease) increase in cash and cash equivalents					(1,000,000)	$ (28,000,000)		$ (86,000,000)
Borrowings, redemption					$ 18,000,000
Proportion of ownership interest in joint venture	55.00%				55.00%	55.00%		55.00%
Honduras joint ventures
Disclosure of joint ventures [line items]
Revenue					$ 552,000,000	$ 594,000,000		$ 586,000,000
Depreciation and amortization					(132,000,000)	(132,000,000)		(133,000,000)
Operating profit (loss)					77,000,000	102,000,000		91,000,000
Financial income (expenses), net (i)					(24,000,000)	(37,000,000)		(29,000,000)
Profit (loss) before taxes from continuing operations					58,000,000	60,000,000		52,000,000
Tax (charge) credit, net					(19,000,000)	(21,000,000)		(18,000,000)
Net profit (loss) for the period					39,000,000	39,000,000		34,000,000
Results for the year					27,000,000	27,000,000		23,000,000
Dividends and advances paid to Millicom					24,000,000	28,000,000		32,000,000
Total non-current assets (excluding goodwill)					461,000,000	516,000,000		506,000,000
Total non-current liabilities					533,000,000	469,000,000		386,000,000
Total current assets					300,000,000	312,000,000		304,000,000
Current liabilities					236,000,000	183,000,000		226,000,000
Total net assets					$ (8,000,000)	$ 176,000,000		$ 198,000,000
Group's share in %					66.70%	66.70%		66.70%
Group's share in USD millions					$ (5,000,000)	$ 117,000,000		$ 132,000,000
Goodwill and consolidation adjustments					615,000,000	591,000,000		598,000,000
Carrying value of investment in joint venture					610,000,000	708,000,000		730,000,000
Cash and cash equivalents					60,000,000	40,000,000		25,000,000
Debt and financing – non-current					390,000,000	384,000,000		298,000,000
Debt and financing – current					10,000,000	39,000,000		85,000,000
Net cash from operating activities					151,000,000	169,000,000		147,000,000
Net cash from (used in) investing activities					(145,000,000)	(77,000,000)		(87,000,000)
Net cash from (used in) financing activities					14,000,000	(77,000,000)		(50,000,000)
Net (decrease) increase in cash and cash equivalents					$ 20,000,000	$ 15,000,000		$ 9,000,000
Proportion of ownership interest in joint venture					66.70%	66.70%		66.70%
6.875% Senior Notes | Guatemala joint ventures
Disclosure of joint ventures [line items]
Notional amount														$ 800,000,000
Redemption price, percentage	102.292%
Payments To Redeem Borrowings	$ 834,000,000
Interest expense on borrowings	16,000,000
Redemption premium	18,000,000
Redemption, interest	7,000,000
Unamortized deferred costs	$ 8,000,000
Issuance price														98.233%
Telefonica Celular, S.A. de C.V. Credit Agreement | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount				$ 185,000,000
Borrowings term				10 years
Telefonica Celular, S.A. de C.V. Credit Agreement, Tranche A | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount				$ 100,000,000
Telefonica Celular, S.A. de C.V. Credit Agreement, Tranche B | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount				60,000,000
Telefonica Celular, S.A. de C.V. Credit Agreement, Tranche C | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount				25,000,000
Navega S.A. de C.V. | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount				$ 20,000,000
Borrowings term				10 years
Scotiabank Facility March 27, 2015 | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount				$ 250,000,000
Banco Industrial S.A. Credit Agreement | Guatemala joint ventures
Disclosure of joint ventures [line items]
Notional amount		$ 218,000,000								Q 1,697,000,000
Borrowings term		5 years
Banco Industrial S.A. Credit Agreement | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount				$ 90,000,000
Telefonica Celular, S.A. de C.V. Bank Loan Agreement | Honduras joint ventures
Disclosure of joint ventures [line items]
Notional amount			$ 32,000,000
Borrowings term			10 years
Fixed interest rate | 6.875% Senior Notes | Guatemala joint ventures
Disclosure of joint ventures [line items]
Borrowings, interest rate														6.875%
Effective interest rate | 6.875% Senior Notes | Guatemala joint ventures
Disclosure of joint ventures [line items]
Borrowings, interest rate														7.168%
LIBOR | Telefonica Celular, S.A. de C.V. Credit Agreement | Honduras joint ventures
Disclosure of joint ventures [line items]
Adjustment to interest rate basis				3.80%
LIBOR | Navega S.A. de C.V. | Honduras joint ventures
Disclosure of joint ventures [line items]
Adjustment to interest rate basis				3.80%
Floor | Telefonica Celular, S.A. de C.V. Credit Agreement | Honduras joint ventures
Disclosure of joint ventures [line items]
Borrowings, interest rate				5.25%
Floor | Navega S.A. de C.V. | Honduras joint ventures
Disclosure of joint ventures [line items]
Borrowings, interest rate				5.25%

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[3] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[4] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

XML

The Millicom Group - A.2.2. Material Joint Ventures - Ghana (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018		Jan. 01, 2019	Dec. 31, 2017	[4]
Financial Results Of Joint Venture [Abstract]
Depreciation and amortization	$ (1,208)	$ (1,100)		$ (803)
Operating profit (loss)	446	575		640	[1]
Profit (loss) before taxes from continuing operations	(271)	218		119	[1]
Tax (charge) credit, net	(102)	(120)		(112)	[1]
Net profit (loss) for the period	(385)	154		(26)	[2]
Total non-current assets (excluding goodwill)	10,114	10,238	[3]
Total non-current liabilities	7,540	7,797	[3]
Carrying value of investment in joint venture	2,642	2,797	[3]
Cash and cash equivalents	875	1,164	[3]	528	[4]		$ 619
Debt and financing – non-current	5,578	5,786	[3]			$ 4,123
Debt and financing – current	113	186	[3]			$ 458
Net cash from operating activities	821	801		792	[4]
Net cash from (used in) investing activities	(495)	(1,502)		(1,199)	[4]
Net cash from (used in) financing activities	(598)	1,355		341	[4]
Increase (decrease) in cash and cash equivalents	(289)	645		(98)	[4]
Ghana
Financial Results Of Joint Venture [Abstract]
Revenue	132	142		187
Depreciation and amortization	(42)	(69)		(110)
Operating profit (loss)	(30)	(72)		(100)
Financial income (expenses), net (i)	(41)	(77)		(42)
Profit (loss) before taxes from continuing operations	(85)	(123)		(135)
Tax (charge) credit, net	0	0		0
Net profit (loss) for the period	(85)	(123)		(135)
Results for the year	0	(40)		(68)
Total non-current assets (excluding goodwill)	204	168		277
Total non-current liabilities	289	245		277
Total current assets	41	42		71
Current liabilities	218	187		134
Total net assets	$ (263)	$ (223)		$ (63)
Group's share in %	50.00%	50.00%		50.00%
Group's share in USD millions	$ (132)	$ (111)		$ (31)
Goodwill and consolidation adjustments	89	90		63
Unrecognised losses	(42)	(22)		0
Carrying value of investment in joint venture	0	0		32
Cash and cash equivalents	1	5		19
Debt and financing – non-current	289	245		276
Debt and financing – current	40	27		17
Net cash from operating activities	(8)	(5)		(19)
Net cash from (used in) investing activities	0	0		(8)
Net cash from (used in) financing activities	4	(6)		42
Increase (decrease) in cash and cash equivalents	$ (4)	$ (11)		$ 15

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[3] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[4] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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The Millicom Group - A.2.3 Impairment of Investments in Joint Ventures (Details)	Dec. 31, 2020	Dec. 31, 2019
Guatemala and Honduras Joint Ventures
Disclosure of joint ventures [line items]
Growth rate used to extrapolate cash flow projections	1.00%
Guatemala joint ventures
Disclosure of joint ventures [line items]
Discount rate applied to cash flow projections	8.60%	9.50%
Honduras joint ventures
Disclosure of joint ventures [line items]
Discount rate applied to cash flow projections	9.00%	9.70%
Bottom of range | Guatemala and Honduras Joint Ventures
Disclosure of joint ventures [line items]
Growth rate used to extrapolate cash flow projections		1.10%
Top of range | Guatemala and Honduras Joint Ventures
Disclosure of joint ventures [line items]
Growth rate used to extrapolate cash flow projections		1.20%

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The Millicom Group - A.3. Investments in associates (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018
Disclosure of associates [line items]
Investments in associates	$ 24	$ 25	[1]
West Indian Ocean Cable Company Limited (WIOCC)
Disclosure of associates [line items]
Proportion of ownership interest in associate	9.10%	9.10%
Investments in associates	$ 14	$ 14
MKC Brilliant Holding GmbH (LIH)
Disclosure of associates [line items]
Proportion of ownership interest in associate	35.00%	35.00%		35.00%
Milvik AB(i)
Disclosure of associates [line items]
Proportion of ownership interest in associate	9.70%	11.40%
Investments in associates	$ 10	$ 11

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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The Millicom Group - A.3.2. Impairment of interests in associates (Details) - MKC Brilliant Holding GmbH (LIH) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of associates [line items]
Proportion of ownership interest in associate	35.00%	35.00%	35.00%
Impairment loss				$ 48	$ 40

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Performance B.1. Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	$ 4,171	$ 4,336	$ 3,946	[1]
Eliminations
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	(4)
Colombia
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1,346	1,532	1,661
Paraguay
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	544	610	679
Bolivia
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	584	639	614
El Salvador
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	389	386	405
Tanzania
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	366	382	399
Nicaragua
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	220	157	13
Costa Rica
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	140	153	155
Panama
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	585	475	17
Other operations
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	3	4	6
Other operations | Eliminations
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	(5)	(3)	(2)
Service revenue
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	3,971	4,130	3,734
Service revenue | Eliminations
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	(4)
Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	2,116	2,150	2,126
Cable and other fixed services
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1,803	1,928	1,565
Cable and other fixed services | Eliminations
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	(1)
Other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	52	51	43
Other | Eliminations
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	(2)
Telephone and equipment and other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	201	206	212
Total revenue
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	$ 4,171	$ 4,336	$ 3,946

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Performance B.2. Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cost of sales:
Direct costs of services sold	$ (847)	$ (878)	$ (799)
Cost of telephone, equipment and other accessories	(216)	(230)	(229)
Bad debt and obsolescence costs	(108)	(93)	(90)
Cost of sales	(1,171)	(1,201)	(1,117)	[1]
Operating expenses, net
Marketing expenses	(396)	(402)	(391)
Site and network maintenance costs	(234)	(245)	(192)
Employee related costs	(477)	(496)	(500)
External and other services	(174)	(204)	(181)
Rentals and (operating) leases	(1)	(1)	(152)
Other operating expenses	(225)	(257)	(201)
Operating expenses, net	(1,505)	(1,604)	(1,616)	[1]
Other operating income (expenses), net:
Income from tower deal transactions	0	5	61
Impairment of intangible assets and property, plant and equipment	0	(8)	(6)
Gain (loss) on disposals of intangible assets and property, plant and equipment	0	0	7
Impairment of AirtelTigo's receivable	(45)	0	0
Gain (loss) on disposal of equity investments	25	(32)	0
Other income (expenses)	9	1	13
Other operating income (expenses), net	$ (12)	$ (34)	$ 75	[1]

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Performance B.3. Segmental Information - Revenue, operating profit (loss), EBITDA, and other (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) region	Dec. 31, 2019 USD ($)		Dec. 31, 2018 USD ($)
Disclosure of operating segments [line items]
Number of regions | region	2
Revenue	$ 4,171	$ 4,336		$ 3,946	[1]
Operating profit (loss)	446	575		640	[1]
Depreciation and amortization	1,208	1,100		803
Share of net profit in Guatemala and Honduras joint ventures	(171)	(179)		(154)	[1]
Other operating income (expenses), net	12	34		(75)	[1]
EBITDA	1,495	1,530		1,213
EBITDA from discontinued operations	(4)	(3)		44
EBITDA incl discontinued operations	1,491	1,527		1,257
Capital expenditure	(714)	(846)		(708)
Changes in working capital and others	22	(143)		(13)
Taxes paid	(142)	(114)		(153)	[2]
Operating free cash flow	657	425		383
Total assets (excluding goodwill)	12,422	12,895	[3]	10,313
Total liabilities	10,148	10,215	[3]	7,521
Purchase of spectrum and licenses	101	59		61
Income from tower deal transactions	0	22		141
Revenue	4,171	4,336		3,946	[1]
Mobile
Disclosure of operating segments [line items]
Revenue	2,116	2,150		2,126
Revenue	2,116	2,150		2,126
Cable and other fixed services
Disclosure of operating segments [line items]
Revenue	1,803	1,928		1,565
Revenue	1,803	1,928		1,565
Other
Disclosure of operating segments [line items]
Revenue	52	51		43
Revenue	52	51		43
Service revenue
Disclosure of operating segments [line items]
Revenue	3,971	4,130		3,734
Revenue	3,971	4,130		3,734
Telephone and equipment and other
Disclosure of operating segments [line items]
Revenue	201	206		212
Revenue	201	206		212
Latin America
Disclosure of operating segments [line items]
Revenue	3,805	3,954		3,548
Revenue	3,805	3,954		3,548
Latin America | Service revenue
Disclosure of operating segments [line items]
Revenue	3,604	3,748		3,336
Revenue	3,604	3,748		3,336
Africa
Disclosure of operating segments [line items]
Revenue	366	382		399
Revenue	366	382		399
Africa | Service revenue
Disclosure of operating segments [line items]
Revenue	366	382		398
Revenue	366	382		398
Operating segments | Latin America
Disclosure of operating segments [line items]
Revenue	5,843	5,964		5,485
Operating profit (loss)	803	980		990
Depreciation and amortization	1,561	1,435		1,133
Share of net profit in Guatemala and Honduras joint ventures	0	0		0
Other operating income (expenses), net	(5)	2		(51)
EBITDA	2,360	2,418		2,072
EBITDA from discontinued operations	0	0		0
EBITDA incl discontinued operations	2,360	2,418		2,072
Capital expenditure	(926)	(1,040)		(872)
Changes in working capital and others	61	(86)		(42)
Taxes paid	(260)	(225)		(264)
Operating free cash flow	1,234	1,067		894
Total assets (excluding goodwill)	13,418	13,859		11,751
Total liabilities	8,878	8,413		6,127
Revenue	5,843	5,964		5,485
Operating segments | Latin America | Mobile
Disclosure of operating segments [line items]
Revenue	3,220	3,258		3,214
Revenue	3,220	3,258		3,214
Operating segments | Latin America | Cable and other fixed services
Disclosure of operating segments [line items]
Revenue	2,097	2,197		1,808
Revenue	2,097	2,197		1,808
Operating segments | Latin America | Other
Disclosure of operating segments [line items]
Revenue	60	60		48
Revenue	60	60		48
Operating segments | Latin America | Service revenue
Disclosure of operating segments [line items]
Revenue	5,377	5,514		5,069
Revenue	5,377	5,514		5,069
Operating segments | Latin America | Telephone and equipment and other
Disclosure of operating segments [line items]
Revenue	466	449		415
Revenue	466	449		415
Operating segments | Africa
Disclosure of operating segments [line items]
Revenue	366	382		399
Operating profit (loss)	36	19		21
Depreciation and amortization	89	99		80
Share of net profit in Guatemala and Honduras joint ventures	0	0		0
Other operating income (expenses), net	0	(2)		(3)
EBITDA	125	117		98
EBITDA from discontinued operations	(4)	(3)		44
EBITDA incl discontinued operations	121	114		143
Capital expenditure	(42)	(58)		(59)
Changes in working capital and others	11	14		28
Taxes paid	(10)	(10)		(24)
Operating free cash flow	80	59		88
Total assets (excluding goodwill)	926	936		839
Total liabilities	959	909		905
Revenue	366	382		399
Operating segments | Africa | Mobile
Disclosure of operating segments [line items]
Revenue	357	372		388
Revenue	357	372		388
Operating segments | Africa | Cable and other fixed services
Disclosure of operating segments [line items]
Revenue	8	9		10
Revenue	8	9		10
Operating segments | Africa | Other
Disclosure of operating segments [line items]
Revenue	1	1		1
Revenue	1	1		1
Operating segments | Africa | Service revenue
Disclosure of operating segments [line items]
Revenue	366	382		398
Revenue	366	382		398
Operating segments | Africa | Telephone and equipment and other
Disclosure of operating segments [line items]
Revenue	0	0		0
Revenue	0	0		0
Unallocated
Disclosure of operating segments [line items]
Revenue	0	0		0
Operating profit (loss)	(32)	(64)		(38)
Depreciation and amortization	11	9		5
Share of net profit in Guatemala and Honduras joint ventures	0	0		0
Other operating income (expenses), net	23	42		(2)
EBITDA	2	(13)		(35)
EBITDA from discontinued operations	0	0		0
EBITDA incl discontinued operations	2	(13)		(35)
Capital expenditure	(4)	(9)		(2)
Changes in working capital and others	(7)	(52)		13
Taxes paid	(2)	(8)		(6)
Operating free cash flow	(11)	(82)		(30)
Total assets (excluding goodwill)	4,052	3,715		2,752
Total liabilities	3,342	3,977		2,953
Revenue	0	0		0
Unallocated | Mobile
Disclosure of operating segments [line items]
Revenue	0	0		0
Revenue	0	0		0
Unallocated | Cable and other fixed services
Disclosure of operating segments [line items]
Revenue	0	0		0
Revenue	0	0		0
Unallocated | Other
Disclosure of operating segments [line items]
Revenue	0	0		0
Revenue	0	0		0
Unallocated | Service revenue
Disclosure of operating segments [line items]
Revenue	0	0		0
Revenue	0	0		0
Unallocated | Telephone and equipment and other
Disclosure of operating segments [line items]
Revenue	0	0		0
Revenue	0	0		0
Eliminations and Transfers
Disclosure of operating segments [line items]
Revenue	(4)
Operating profit (loss)	175	179		154
Share of net profit in Guatemala and Honduras joint ventures	(171)	(179)		(154)
Other operating income (expenses), net	(4)	0		0
EBITDA	0	0		0
EBITDA from discontinued operations	0	0		0
EBITDA incl discontinued operations	0	0		0
Capital expenditure	0	0		0
Changes in working capital and others	0	0		0
Taxes paid	0	0		0
Operating free cash flow	0	0		0
Total assets (excluding goodwill)	(859)	(150)		190
Total liabilities	(987)	(965)		(650)
Revenue	(4)
Eliminations and Transfers | Cable and other fixed services
Disclosure of operating segments [line items]
Revenue	(1)
Revenue	(1)
Eliminations and Transfers | Other
Disclosure of operating segments [line items]
Revenue	(2)
Revenue	(2)
Eliminations and Transfers | Service revenue
Disclosure of operating segments [line items]
Revenue	(4)
Revenue	(4)
Eliminations and Transfers | Latam Segment
Disclosure of operating segments [line items]
Revenue	(2,035)	(2,010)		(1,937)
Operating profit (loss)	(536)	(540)		(488)
Depreciation and amortization	(453)	(444)		(416)
Share of net profit in Guatemala and Honduras joint ventures	0	0		0
Other operating income (expenses), net	(3)	(8)		(19)
EBITDA	(992)	(992)		(922)
EBITDA from discontinued operations	0	0		0
EBITDA incl discontinued operations	(992)	(992)		(922)
Capital expenditure	258	261		225
Changes in working capital and others	(43)	(18)		(12)
Taxes paid	131	129		142
Operating free cash flow	(645)	(619)		(568)
Total assets (excluding goodwill)	(5,116)	(5,465)		(5,219)
Total liabilities	(2,044)	(2,119)		(1,814)
Revenue	(2,035)	(2,010)		(1,937)
Eliminations and Transfers | Latam Segment | Mobile
Disclosure of operating segments [line items]
Revenue	(1,461)	(1,480)		(1,475)
Revenue	(1,461)	(1,480)		(1,475)
Eliminations and Transfers | Latam Segment | Cable and other fixed services
Disclosure of operating segments [line items]
Revenue	(302)	(277)		(253)
Revenue	(302)	(277)		(253)
Eliminations and Transfers | Latam Segment | Other
Disclosure of operating segments [line items]
Revenue	(6)	(9)		(6)
Revenue	(6)	(9)		(6)
Eliminations and Transfers | Latam Segment | Service revenue
Disclosure of operating segments [line items]
Revenue	(1,769)	(1,766)		(1,734)
Revenue	(1,769)	(1,766)		(1,734)
Eliminations and Transfers | Latam Segment | Telephone and equipment and other
Disclosure of operating segments [line items]
Revenue	(266)	(243)		(203)
Revenue	$ (266)	$ (243)		$ (203)

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[3] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Performance B.3. Segmental Information - Revenue from contracts with customers (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	$ 4,171	$ 4,336	$ 3,946	[1]
Revenue	4,171	4,336	3,946	[1]
Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	2,116	2,150	2,126
Revenue	2,116	2,150	2,126
Cable and other fixed services
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1,803	1,928	1,565
Revenue	1,803	1,928	1,565
Other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	52	51	43
Revenue	52	51	43
Service revenue
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	3,971	4,130	3,734
Revenue	3,971	4,130	3,734
Telephone and equipment and other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	201	206	212
Revenue	201	206	212
Latin America
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	3,805	3,954	3,548
Revenue	3,805	3,954	3,548
Latin America | Service revenue
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	3,604	3,748	3,336
Revenue	3,604	3,748	3,336
Africa
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	366	382	399
Revenue	366	382	399
Africa | Service revenue
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	366	382	398
Revenue	366	382	398
Over time | Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1,967	2,007	1,981
Revenue	1,967	2,007	1,981
Over time | Cable and other fixed services
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1,803	1,928	1,565
Revenue	1,803	1,928	1,565
Over time | Other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	52	52	43
Revenue	52	52	43
Over time | Latin America | Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1,728	1,747	1,701
Revenue	1,728	1,747	1,701
Over time | Latin America | Cable and other fixed services
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1,794	1,919	1,556
Revenue	1,794	1,919	1,556
Over time | Latin America | Other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	51	51	42
Revenue	51	51	42
Over time | Africa | Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	239	261	280
Revenue	239	261	280
Over time | Africa | Cable and other fixed services
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	8	9	10
Revenue	8	9	10
Over time | Africa | Other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	1	1	1
Revenue	1	1	1
Point in time | Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	149	143	145
Revenue	149	143	145
Point in time | Telephone and equipment and other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	201	206	212
Revenue	201	206	212
Point in time | Latin America | Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	31	31	37
Revenue	31	31	37
Point in time | Latin America | Telephone and equipment and other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	201	206	212
Revenue	201	206	212
Point in time | Africa | Mobile
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	118	112	108
Revenue	118	112	108
Point in time | Africa | Telephone and equipment and other
Disclosure of disaggregation of revenue from contracts with customers [line items]
Revenue	0	0	0
Revenue	$ 0	$ 0	$ 0

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Performance B.4. People (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) employee	Dec. 31, 2019 USD ($) employee	Dec. 31, 2018 USD ($) employee
Number of permanent employees:
Continuing operations (employees) | employee	16,955,000	17,687,000	16,725,000
Joint ventures (Guatemala, Honduras and Ghana) (employees) | employee	4,464,000	4,688,000	4,416,000
Discontinued operations (employees) | employee	0	0	262,000
Total (employees) | employee	21,419,000	22,375,000	21,403,000
Classes of employee benefits expense:
Wages and salaries	$ (356)	$ (358)	$ (346)
Social security	(66)	(68)	(60)
Share based compensation	(24)	(27)	(21)
Pension and other long-term benefit costs	(4)	(4)	(7)
Other employees related costs	(27)	(39)	(67)
Total	$ (477)	$ (496)	$ (500)

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Performance B.4.1. Share-based compensation - Narrative (Details) - plan	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of plans			2
Deferred share plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period	3 years	3 years
Deferred share plans | Tranche One
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	30.00%	16.50%
Deferred share plans | Tranche Two
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	16.50%
Deferred share plans | Tranche Three
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	40.00%	67.00%
2017 Performance Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period	3 years
2017 Performance Plan | Tranche One
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	25.00%
2017 Performance Plan | Tranche Two
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	25.00%
2017 Performance Plan | Tranche Three
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	50.00%
2018 Performance Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period	3 years
2018 Performance Plan | Tranche One
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	25.00%
2018 Performance Plan | Tranche Two
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	25.00%
2018 Performance Plan | Tranche Three
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	50.00%
Performance Share Plan 2016 And 2017
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period	3 years
Fulfillment expectation	100.00%
Performance Share Plan 2016 And 2017 | Tranche One
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	25.00%
Performance Share Plan 2016 And 2017 | Tranche Two
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	25.00%
Performance Share Plan 2016 And 2017 | Tranche Three
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting percentage	50.00%

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Performance B.4.1. Share-based compensation - Cost of share based compensation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disclosure of terms and conditions of share-based payment arrangement [line items]
Cost of share based compensation	$ (24)	$ (27)	$ (21)
2016 incentive plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Cost of share based compensation	0	0	(4)
2017 incentive plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Cost of share based compensation	0	(7)	(8)
2018 incentive plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Cost of share based compensation	(2)	(8)	(11)
2019 incentive plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Cost of share based compensation	(8)	(14)	0
2020 incentive plans
Disclosure of terms and conditions of share-based payment arrangement [line items]
Cost of share based compensation	$ (13)	$ 0	$ 0

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Performance B.4.1. Share-based compensation - Assumptions (Details)	12 Months Ended
	Dec. 31, 2020 year $ / shares
Performance share plan 2020 (Relative TSR)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free rate %	0.61%
Dividend yield %	1.47%
Share price volatility %	24.54%
Award term (years) | year	2.93
Share fair value | $ / shares	$ 55.66
Performance share plan 2019 (Relative TSR)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free rate %	(0.24%)
Dividend yield %	3.01%
Share price volatility %	26.58%
Award term (years) | year	2.93
Share fair value | $ / shares	$ 49.79
Performance share plan 2018 (Relative TSR)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free rate %	(0.39%)
Dividend yield %	3.21%
Share price volatility %	30.27%
Award term (years) | year	2.93
Share fair value | $ / shares	$ 57.70
Performance share plan 2017 (Relative TSR)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free rate %	(0.40%)
Dividend yield %	3.80%
Share price volatility %	22.50%
Award term (years) | year	2.92
Share fair value | $ / shares	$ 27.06
Performance share plan 2017 (Absolute TSR)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free rate %	(0.40%)
Dividend yield %	3.80%
Share price volatility %	22.50%
Award term (years) | year	2.92
Share fair value | $ / shares	$ 29.16
Performance share plan 2016 (Relative TSR)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free rate %	(0.65%)
Dividend yield %	3.49%
Share price volatility %	30.00%
Award term (years) | year	2.61
Share fair value | $ / shares	$ 43.35
Performance share plan 2016 (Absolute TSR)
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free rate %	(0.65%)
Dividend yield %	3.49%
Share price volatility %	30.00%
Award term (years) | year	2.61
Share fair value | $ / shares	$ 45.94

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Performance B.4.1. Share-based compensation - Plan awards and shares expected to vest (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 shares	Dec. 31, 2018 shares	Dec. 31, 2017 shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Shares issued (in shares)	(364,157)	(326,883)
Shares still expected to vest (in shares)	622,567	570,404
2020 Performance Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	341,897
Additional shares granted (in shares)	0
Revision for forfeitures (in shares)	(13,008)
Revision for cancellations (in shares)	0
Total before issuances (in shares)	328,889
Shares issued (in shares)	0
Performance conditions (in shares)	0
Shares still expected to vest (in shares)	328,889
Estimated cost over the vesting period | $	$ 13
2020 Deferred Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	370,131
Additional shares granted (in shares)	5,928
Revision for forfeitures (in shares)	(9,880)
Revision for cancellations (in shares)	0
Total before issuances (in shares)	366,179
Shares issued (in shares)	(3,571)
Performance conditions (in shares)	0
Shares still expected to vest (in shares)	362,608
Estimated cost over the vesting period | $	$ 15
2019 Performance Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	257,601
Additional shares granted (in shares)	0
Revision for forfeitures (in shares)	(35,558)
Revision for cancellations (in shares)	0
Total before issuances (in shares)	222,043
Shares issued (in shares)	(17)	(150)
Performance conditions (in shares)	0
Shares still expected to vest (in shares)	221,876
Estimated cost over the vesting period | $	$ 11
2019 Deferred Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	297,856
Additional shares granted (in shares)	43,115
Revision for forfeitures (in shares)	(22,636)
Revision for cancellations (in shares)	0
Total before issuances (in shares)	318,335
Shares issued (in shares)	(96,629)	(24,294)
Performance conditions (in shares)	0
Shares still expected to vest (in shares)	197,412
Estimated cost over the vesting period | $	$ 18
2018 Performance Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	237,196
Additional shares granted (in shares)	0
Revision for forfeitures (in shares)	(43,639)
Revision for cancellations (in shares)	(4,728)
Total before issuances (in shares)	188,829
Shares issued (in shares)	(304)	(3,109)	(97)
Performance conditions (in shares)	0
Shares still expected to vest (in shares)	185,319
Estimated cost over the vesting period | $	$ 12
2018 Deferred Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	262,317
Additional shares granted (in shares)	3,290
Revision for forfeitures (in shares)	(37,433)
Revision for cancellations (in shares)	0
Total before issuances (in shares)	228,174
Shares issued (in shares)	(35,125)	(54,971)	(18,747)
Performance conditions (in shares)	0
Shares still expected to vest (in shares)	119,331
Estimated cost over the vesting period | $	$ 14
2017 Performance Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	279,807
Additional shares granted (in shares)	2,868
Revision for forfeitures (in shares)	(50,279)
Revision for cancellations (in shares)	0
Total before issuances (in shares)	232,396
Shares issued (in shares)	(158,394)	(19,143)	(2,724)	0
Performance conditions (in shares)	(52,135)
Shares still expected to vest (in shares)	0
Estimated cost over the vesting period | $	$ 10
2017 Deferred Plan
Disclosure of terms and conditions of share-based payment arrangement [line items]
Initial shares granted (in shares)	438,505
Additional shares granted (in shares)	29,406
Revision for forfeitures (in shares)	(89,011)
Revision for cancellations (in shares)	0
Total before issuances (in shares)	378,900
Shares issued (in shares)	(194,329)	(82,486)	(99,399)	(2,686)
Performance conditions (in shares)	0
Shares still expected to vest (in shares)	0
Estimated cost over the vesting period | $	$ 20

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Performance B.4.2. Pension and other long-term employee benefit plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Long-Service Plans
Disclosure of defined benefit plans [line items]
Requisite service period	5 years
Termination Plans
Disclosure of defined benefit plans [line items]
Net defined benefit liability	$ 59	$ 59
Estimate of contributions expected to be paid to plan in future years	$ 95	$ 106
Weighted average duration of defined benefit obligation	6 years	6 years
Bottom of range | Long-Service Plans
Disclosure of defined benefit plans [line items]
Requisite service period, additional bonus	5 years
Top of range | Long-Service Plans
Disclosure of defined benefit plans [line items]
Requisite service period, additional bonus	40 years

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Performance B.4.3. Directors and executive management (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Employee Benefits Expense [Line Items]
Remuneration charge for the Board (gross of withholding tax)	$ 1,488	$ 1,923		$ 943
Remuneration charge (in shares)	32,358	19,483		6,591
Remuneration charge, additional shares (in shares)			2,876
Remuneration expense, percent shares	71.00%	73.00%		51.00%
Remuneration expense, percent cash	29.00%	27.00%		49.00%
Shares beneficially owned by the Directors	66,020	38,093	38,093
Classes of employee benefits expense:
Base salary	$ 356,000	$ 358,000		$ 346,000
Pension	4,000	4,000		7,000
Other benefits	27,000	39,000		67,000
Share based compensation(i)(ii) in respect of 2020 LTIP	24,000	27,000		21,000
Employee benefits expense	$ 477,000	$ 496,000		500,000
Shares awards vested (in shares)	364,157	326,883
Shares not yet vested (in shares)	622,567	570,404	570,404
Chairperson
Employee Benefits Expense [Line Items]
Remuneration charge for the Board (gross of withholding tax)	$ 300	$ 366		169
Shares beneficially owned by the Directors	13,427	5,814	5,814
Other members of the Board
Employee Benefits Expense [Line Items]
Remuneration charge for the Board (gross of withholding tax)	$ 1,188	$ 1,557		774
Shares beneficially owned by the Directors	52,593	32,279	32,279
CEO
Classes of employee benefits expense:
Base salary	$ 1,173	$ 1,167		1,112
Bonus	1,301	1,428		1,492
Pension	285	279		247
Other benefits	82	50		66
Termination benefits	0	0		0
Total before share based compensation	2,841	2,924		2,918
Share based compensation(i)(ii) in respect of 2020 LTIP	7,114	5,625		5,027
Employee benefits expense	$ 9,955	$ 8,549		$ 7,945
Number of shares granted (in shares)	153,894	102,122		80,264
Shares awards vested (in shares)	194,432	190,577
Shares not yet vested (in shares)	325,250	236,211	236,211
CFO
Classes of employee benefits expense:
Base salary	$ 670	$ 654		$ 673
Bonus	509	626		557
Pension	100	98		101
Other benefits	38	260		63
Termination benefits	0	0		0
Total before share based compensation	1,317	1,639		1,393
Share based compensation(i)(ii) in respect of 2020 LTIP	1,834	1,576		1,567
Employee benefits expense	3,151	3,215		2,960
Executive team
Classes of employee benefits expense:
Base salary	2,612	3,498		3,930
Bonus	1,837	2,098		2,445
Pension	663	798		962
Other benefits	303	1,521		805
Termination benefits	0	863		301
Total before share based compensation	5,414	8,779		8,444
Share based compensation(i)(ii) in respect of 2020 LTIP	3,796	5,965		4,957
Employee benefits expense	$ 9,210	$ 14,743		$ 13,401
Number of shares granted (in shares)	135,269	135,480		112,472
Shares awards vested (in shares)	169,725	136,306
Shares not yet vested (in shares)	297,317	334,193	334,193

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Performance B.5. Other non-operating (expenses) income, net (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Disclosure of fair value measurement of assets [table]

Disclosure of fair value measurement of assets

Fair values of financial instruments at December 31,

		Carrying value		Fair value
	Note	2020	2019	2020	2019
		(US$ millions)
Financial assets
Derivative financial instruments		24	—	24	—
Other non-current assets		77	66	77	66
Trade receivables, net		351	371	351	371
Amounts due from non-controlling interests, associates and joint venture partners	G.5.	296	68	296	68
Prepayments and accrued income		149	156	149	156
Supplier advances for capital expenditures		21	22	21	22
Call option (ii)	C.7.4.	3	—	3	—
Equity Investments	C.7.3.	160	371	160	371
Other current assets		181	192	181	192
Restricted cash	C.5.2.	199	155	199	155
Cash and cash equivalents	C.5.1.	875	1,164	875	1,164
Total financial assets		2,337	2,564	2,337	2,564
Current		2,143	2,460	2,143	2,460
Non-current		194	104	194	104
Financial liabilities
Debt and financing (i)	C.3.	5,691	5,972	5,572	6,229
Trade payables		334	289	334	289
Payables and accruals for capital expenditure		345	348	345	348
Derivative financial instruments		16	17	16	17
Put option liability	C.7.4.	262	264	262	264
Amounts due to non-controlling interests, associates and joint venture partners	G.5.	339	498	339	498
Accrued interest and other expenses		445	432	445	432
Other liabilities		885	399	885	399
Total financial liabilities		8,317	8,219	8,198	8,475
Current		2,145	1,949	2,145	1,949
Non-current		6,173	6,270	6,054	6,527

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

(ii)    Measured with reference to Level 3, using a Monte Carlo option pricing model.

Change in fair value of derivatives

$ (11)

$ 0

$ (1)

Change in value of put option liability

5

(25)

0

Exchange gains (losses), net

(69)

(32)

(40)

Other non-operating income (expenses), net

3

10

2

Total

(106)

227

(39)

^[1]

Equity Investment In Jumia

Disclosure of fair value measurement of assets [table]

Change in fair value in investment

(18)

(38)

0

Equity Investment In HTA

Disclosure of fair value measurement of assets [table]

Change in fair value in investment

$ (16)

$ 312

$ 0

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Performance B.6.1 Income tax expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income tax (charge) credit
Withholding tax	$ (83)	$ (56)	$ (64)
Other income tax relating to the current year	(65)	(88)	(82)
Adjustments in respect of prior years	(29)	(7)	1
Current tax expense (income) and adjustments	(177)	(151)	(145)
Deferred tax (charge) credit
Origination and reversal of temporary differences	99	58	32
Effect of change in tax rates	(5)	(8)	(10)
Tax income (expense) before valuation allowances	94	50	22
Effect of valuation allowances	(19)	(9)	(8)
Deferred tax expense (income)	75	41	14
Adjustments in respect of prior years	0	(10)	19
Deferred tax expense (income) and adjustments	75	31	33
Income Tax Calculation:
Profit before tax	(271)	218	119
Tax at the weighted average statutory rate	82	(37)	(1)
Effect of:
Items taxed at a different rate	1	(1)	7
Change in tax rates on deferred tax balances	(5)	(8)	(10)
Expenditure not deductible and income not taxable	(106)	(37)	(59)
Unrelieved withholding tax	(83)	(56)	(64)
Accounting for associates and joint ventures	42	36	5
Movement in deferred tax on unremitted earnings	15	9	(2)
Unrecognized deferred tax assets	(27)	(20)	(8)
Recognition of previously unrecognized deferred tax assets	8	11	0
Adjustments in respect of prior years	(29)	(17)	20
Total tax (charge) credit	$ (102)	$ (120)	$ (112)	[1]
Weighted average statutory tax rate	30.30%	17.00%	0.80%
Effective tax rate	(37.50%)	55.00%	94.10%
Discontinued operations
Income Tax Calculation:
Profit before tax	$ (11)	$ 59	$ (29)
Tax at the weighted average statutory rate	3	(11)	0
Effect of:
Items taxed at a different rate	0	0	0
Change in tax rates on deferred tax balances	0	0	0
Expenditure not deductible and income not taxable	(3)	9	(2)
Unrelieved withholding tax	0	0	0
Accounting for associates and joint ventures	0	0	0
Movement in deferred tax on unremitted earnings	0	0	0
Unrecognized deferred tax assets	0	0	(2)
Recognition of previously unrecognized deferred tax assets	0	0	0
Adjustments in respect of prior years	(2)	0	0
Total tax (charge) credit	(2)	(2)	(4)
Aggregate continuing and discontinued operations
Income Tax Calculation:
Profit before tax	(282)	277	90
Tax at the weighted average statutory rate	85	(48)	(1)
Effect of:
Items taxed at a different rate	1	(1)	7
Change in tax rates on deferred tax balances	(5)	(8)	(10)
Expenditure not deductible and income not taxable	(109)	(28)	(61)
Unrelieved withholding tax	(83)	(56)	(64)
Accounting for associates and joint ventures	42	36	5
Movement in deferred tax on unremitted earnings	15	9	(2)
Unrecognized deferred tax assets	(27)	(20)	(10)
Recognition of previously unrecognized deferred tax assets	8	11	0
Adjustments in respect of prior years	(31)	(17)	20
Total tax (charge) credit	$ (104)	$ (122)	$ (116)
Weighted average statutory tax rate	30.10%	17.30%	1.10%
Effective tax rate	(36.80%)	44.00%	128.90%
Bottom of range
Effect of:
Weighted average statutory tax rate	10.00%	10.00%	10.00%
Top of range
Effect of:
Weighted average statutory tax rate	35.00%	35.00%	37.00%

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Performance B.6.3 Deferred tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018
Reconciliation of changes in deferred tax liability (asset) [abstract]
Beginning of period	$ (85,000,000)	$ (34,000,000)
(Charge)/credit to income statement	75,000,000	31,000,000
Change in scope	0	(73,000,000)
Transfers to assets held for sale	0
Exchange differences	(2,000,000)	0
End of period	(12,000,000)	(85,000,000)
Deferred tax assets	(197,000,000)	(200,000,000)	[1]
Deferred tax liabilities	209,000,000	285,000,000	[1]
Deductible temporary differences	4,943,000,000	4,923,000,000
Unrecognized tax losses	4,668,000,000	4,705,000,000		$ 4,886,000,000
Temporary differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements for which deferred tax liabilities have not been recognised	621,000,000
Deferred tax assets, intragroup dividends	11,000,000	26,000,000		34,000,000
Offset
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax assets	(189,000,000)	(52,000,000)
Deferred tax liabilities	189,000,000	52,000,000
Fixed assets
Reconciliation of changes in deferred tax liability (asset) [abstract]
Beginning of period	(223,000,000)	(178,000,000)
(Charge)/credit to income statement	81,000,000	41,000,000
Change in scope	0	(88,000,000)
Transfers to assets held for sale	0
Exchange differences	0	2,000,000
End of period	(142,000,000)	(223,000,000)
Deductible temporary differences	57,000,000	92,000,000
Fixed assets | Before Offset
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax assets	(97,000,000)	(84,000,000)
Deferred tax liabilities	239,000,000	307,000,000
Unused tax losses
Reconciliation of changes in deferred tax liability (asset) [abstract]
Beginning of period	34,000,000	44,000,000
(Charge)/credit to income statement	150,000,000	(15,000,000)
Change in scope	0	5,000,000
Transfers to assets held for sale	0
Exchange differences	3,000,000	0
End of period	187,000,000	34,000,000
Deductible temporary differences	4,668,000,000	4,705,000,000
Unused tax losses | Before Offset
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax assets	(187,000,000)	(34,000,000)
Deferred tax liabilities	0	0
Unremitted earnings
Reconciliation of changes in deferred tax liability (asset) [abstract]
Beginning of period	(25,000,000)	(34,000,000)
(Charge)/credit to income statement	15,000,000	8,000,000
Change in scope	0	0
Transfers to assets held for sale	0
Exchange differences	(1,000,000)	1,000,000
End of period	(11,000,000)	(25,000,000)
Deferred tax liabilities	0	697,000,000		584,000,000
Unremitted earnings | Before Offset
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax assets	0	0
Deferred tax liabilities	11,000,000	25,000,000
Other
Reconciliation of changes in deferred tax liability (asset) [abstract]
Beginning of period	129,000,000	134,000,000
(Charge)/credit to income statement	(171,000,000)	(3,000,000)
Change in scope	0	4,000,000
Transfers to assets held for sale	0
Exchange differences	(4,000,000)	(3,000,000)
End of period	(46,000,000)	129,000,000
Deductible temporary differences	218,000,000	126,000,000
Other | Before Offset
Reconciliation of changes in deferred tax liability (asset) [abstract]
Deferred tax assets	(102,000,000)	(134,000,000)
Deferred tax liabilities	148,000,000	5,000,000
Less than 1 year
Reconciliation of changes in deferred tax liability (asset) [abstract]
Unrecognized tax losses	3,000,000	1,000,000		0
1 to 5 years
Reconciliation of changes in deferred tax liability (asset) [abstract]
Unrecognized tax losses	3,000,000	2,000,000		3,000,000
After five years
Reconciliation of changes in deferred tax liability (asset) [abstract]
Unrecognized tax losses	1,089,000,000	493,000,000		493,000,000
No expiry
Reconciliation of changes in deferred tax liability (asset) [abstract]
Unrecognized tax losses	$ 3,573,000,000	$ 4,209,000,000		$ 4,390,000,000

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Performance B.7. Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Earnings (loss) per common share for profit (loss) attributable to the owners of the Company:
Net profit (loss) attributable to equity holders from continuing operations	$ (332)	$ 93	$ 23
Net profit (loss) attributable to equity holders from discontinued operations	(12)	57	(33)
Net profit/(loss) attributable to all equity holders to determine the basic earnings (loss) per share	$ (344)	$ 149	$ (10)	[1]
Weighted average ordinary shares and adjusted weighted average ordinary shares [abstract]
Weighted average number of ordinary shares (excluding treasury shares) for basic earnings per share) (in shares)	101,172	101,144	100,793
Potential incremental shares as a result of share options (in shares)	0	0	0
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution (in shares)	101,172	101,144	100,793

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Capital structure and financing - C.1. Share capital and other equity reserves (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018
Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]
Number of shares authorised		133,333,200	133,333,200
Number of shares issued and fully paid		101,739,217	101,739,217
Par value per share (usd per share)		$ 1.50	$ 1.50
Share capital		$ 153	$ 153
Share premium		478	480
Share capital and premium		630	633	[1]
Disclosure of reserves within equity [line items]
Other equity reserves	[1]	(544)
Share based compensation	[2]	24	30		$ 22
Issuance of shares		1	1		2
Remeasurements of post-employment benefit obligations		(2)	0		0	[3]
Cash flow hedge reserve movement		(1)	(16)		(1)	[3]
Currency translation movement		(19)	(4)		(81)	[3]
Effect of restructuring in Tanzania	[4]		0
Other equity reserves		(562)	(544)	[1]
Legal reserve
Disclosure of reserves within equity [line items]
Other equity reserves		16	16		16
Other equity reserves		16	16		16
Equity settled transaction reserve
Disclosure of reserves within equity [line items]
Other equity reserves		52	47		46
Share based compensation		24	29		22
Issuance of shares		(26)	(25)		(22)
Other equity reserves		50	52		47
Hedge reserve
Disclosure of reserves within equity [line items]
Other equity reserves		(18)	(1)		0
Cash flow hedge reserve movement		(1)	(16)		(1)
Other equity reserves		(19)	(18)		(1)
Currency translation reserve
Disclosure of reserves within equity [line items]
Other equity reserves		(593)	(599)		(531)
Currency translation movement		(12)	(2)		(68)
Effect of restructuring in Tanzania			9
Other equity reserves		(605)	(593)		(599)
Pension obligation reserve
Disclosure of reserves within equity [line items]
Other equity reserves		(2)	(3)		(3)
Remeasurements of post-employment benefit obligations		(2)			0
Other equity reserves		(4)	(2)		(3)
Other reserves
Disclosure of reserves within equity [line items]
Other equity reserves		(544)	(538)		(472)
Share based compensation	[2],[5]	24	29		22
Issuance of shares	[5]	(26)	(25)		(22)
Remeasurements of post-employment benefit obligations		(2)			1
Cash flow hedge reserve movement		(1)	(16)		0
Currency translation movement		(12)	(2)		(67)
Effect of restructuring in Tanzania	[4],[5]		9
Other equity reserves		$ (562)	$ (544)		$ (538)

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[2] Share-based compensation – see note C.1.

[3] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[4] Effect of the restructuring in Tanzania A.1.2.

[5] Other reserves – see note C.1.

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Capital structure and financing - C.2. Dividend distributions (Details) - USD ($) $ / shares in Units, $ in Millions	May 02, 2019	May 04, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]
Dividends recognised as distributions	$ 2.64	$ 2.64
Statutory reserves unavailable for distribution			$ 310	$ 306	$ 324

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Capital structure and financing - C.3. Debt and financing (Details) $ in Millions, $ in Millions	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)		Jan. 01, 2019 USD ($)	Jul. 31, 2018 USD ($)	Jul. 31, 2018 COP ($)
Disclosure of detailed information about borrowings [line items]
Total non-current financing	$ 5,631	$ 5,915
Less: portion payable within one year	(54)	(129)
Debt and financing – non-current	5,578	5,786	[1]	$ 4,123
Total non-current financing due after more than one year	59	57
Debt and financing – current	113	186	[1]	$ 458
Borrowings	5,691	5,972
Millicom International Cellular S.A. (Luxembourg)
Disclosure of detailed information about borrowings [line items]
Borrowings	2,504	2,773
Colombia
Disclosure of detailed information about borrowings [line items]
Borrowings	803	827
Paraguay
Disclosure of detailed information about borrowings [line items]
Borrowings	738	502
Bolivia
Disclosure of detailed information about borrowings [line items]
Borrowings	337	350
Panama
Disclosure of detailed information about borrowings [line items]
Borrowings	869	918
Tanzania
Disclosure of detailed information about borrowings [line items]
Borrowings	203	186
Costa Rica
Disclosure of detailed information about borrowings [line items]
Borrowings	119	148
El Salvador
Disclosure of detailed information about borrowings [line items]
Borrowings	118	268
Bilateral Facility With IIC
Disclosure of detailed information about borrowings [line items]
Borrowings face amount					$ 50	$ 144,054.5
Borrowings, interest rate					9.45%	9.45%
Bonds
Disclosure of detailed information about borrowings [line items]
Total non-current financing	4,253	4,067
Total non-current financing due after more than one year	44	46
Banks
Disclosure of detailed information about borrowings [line items]
Total non-current financing	1,337	1,805
Total non-current financing due after more than one year	15	11
Other Borrowings
Disclosure of detailed information about borrowings [line items]
Total non-current financing	$ 41	$ 43

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Capital structure and financing - C.3.1. Bond financing (Details)									1 Months Ended								12 Months Ended				13 Months Ended
	Oct. 19, 2020 USD ($)	Nov. 01, 2019 USD ($)	May 15, 2019 USD ($)	Apr. 08, 2019 USD ($) $ / shares	Mar. 25, 2019 USD ($)	Oct. 16, 2018 USD ($)	Sep. 20, 2017 USD ($)	Mar. 17, 2015 USD ($)	Mar. 31, 2020 USD ($)	Apr. 30, 2019 USD ($)	Apr. 30, 2018	May 31, 2016 USD ($)	May 31, 2012 USD ($)	May 31, 2012 BOB (Bs.)	May 31, 2011 USD ($)	Mar. 31, 2010	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	[1]	Dec. 31, 2020 USD ($)	Dec. 31, 2020 BOB (Bs.)	Jun. 30, 2020 USD ($)	Jun. 30, 2020 PYG (₲)	Mar. 31, 2020 COP ($)	Feb. 29, 2020 USD ($)	Feb. 29, 2020 PYG (₲)	Jan. 28, 2020 USD ($)	Dec. 27, 2019 USD ($)	Dec. 27, 2019 PYG (₲)	Jul. 03, 2019 USD ($)	Jul. 03, 2019 BOB (Bs.)	Oct. 12, 2017 USD ($)	Aug. 11, 2016 USD ($)	Aug. 11, 2016 BOB (Bs.)	May 31, 2016 COP ($)	Nov. 30, 2015 USD ($)	Nov. 30, 2015 BOB (Bs.)	Aug. 04, 2015 USD ($)	May 31, 2011 COP ($)	Mar. 31, 2011 USD ($)	Mar. 31, 2011 COP ($)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 4,297,000,000	$ 4,113,000,000			$ 4,297,000,000
Proceeds from debt and other financing																	1,470,000,000	2,900,000,000	$ 1,155,000,000
SEK Variable Rate Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 241,000,000	211,000,000			$ 241,000,000
Borrowings face amount			$ 2,000,000,000
Borrowing costs capitalised			$ 2,400,000
Borrowings term			5 years
SEK Variable Rate Notes | Stockholm Inter Bank Offered Rate
Disclosure of detailed information about borrowings [line items]
Adjustment to interest rate basis																	2.35%				2.35%	2.35%
SEK Variable Rate Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate			2.60%
SEK Variable Rate Notes | Bottom of range | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate			4.99%
SEK Variable Rate Notes | Top of range | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate			4.88%
USD 4.500% Senior Notes
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	4.50%
Bonds issued																	$ 494,000,000	0			$ 494,000,000
Borrowings face amount	$ 500,000,000
Borrowing costs capitalised	$ 5,500,000
Borrowings term	11 years
USD 4.500% Senior Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.50%				4.50%	4.50%
USD 4.500% Senior Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate	4.80%
USD 6.625% Senior Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 495,000,000	495,000,000			$ 495,000,000
Borrowings face amount						$ 500,000,000
Borrowing costs capitalised						$ 6,000,000
Borrowings term						8 years
USD 6.625% Senior Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate						6.625%											6.625%				6.625%	6.625%
USD 6.625% Senior Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate						6.75%
USD 6.000% Senior Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 0	492,000,000			$ 0
Borrowings face amount								$ 500,000,000
Borrowing costs capitalised								$ 9,000,000
Borrowings term								10 years
Repayments of non-current borrowings				$ 1,000,000
Repayments of non-current borrowings, per $1,000 principal amount | $ / shares				$ 2.50
Redemption price, percentage	103.00%
Redemption premium	$ 15,000,000
Unamortized deferred costs	$ 7,000,000
USD 6.000% Senior Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate								6.00%									6.00%				6.00%	6.00%
USD 6.000% Senior Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate								6.132%
USD 6.250% Senior Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 743,000,000	743,000,000			$ 743,000,000
Borrowings face amount					$ 750,000,000
Borrowing costs capitalised					$ 8,200,000
Borrowings term					10 years
USD 6.250% Senior Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate					6.25%												6.25%				6.25%	6.25%
USD 6.250% Senior Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate					6.36%
USD 5.125% Senior Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 493,000,000	493,000,000			$ 493,000,000
Borrowings face amount							$ 500,000,000
Borrowing costs capitalised							$ 7,000,000
Borrowings term							10 years
USD 5.125% Senior Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate							5.125%										5.125%				5.125%	5.125%
USD 5.125% Senior Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate							5.24%
USD 5.875% Senior Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 558,000,000	296,000,000			$ 558,000,000
Borrowings face amount										$ 300,000,000																		$ 250,000,000
Borrowing costs capitalised										$ 4,000,000
Borrowings term											8 years
Borrowings premium																												$ 15,000,000
USD 5.875% Senior Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate										5.875%							5.875%				5.875%	5.875%
Borrowings face amount										$ 550,000,000
Issuance premium, percent																												10637.50%
USD 5.875% Senior Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate											6.00%
USD 5.875% Senior Notes | Implied Yield To Maturity
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																												4.817%
Telefonica Celular del Paraguay S.A.E. Notes Program
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																								₲ 300,000,000,000					$ 5,000,000	₲ 35,000,000,000
PYG 8.750% Notes (tranche A)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 17,000,000	18,000,000			$ 17,000,000
Borrowings face amount																							$ 18,000,000	₲ 115,000,000,000
PYG 8.750% Notes (tranche A) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	8.75%				8.75%	8.75%	8.75%	8.75%
PYG 9.250% Notes (tranche B)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 7,000,000	8,000,000			$ 7,000,000
Borrowings face amount																													$ 2,000,000	₲ 10,000,000,000
PYG 9.250% Notes (tranche B) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	9.25%				9.25%	9.25%							9.25%	9.25%
PYG 10.000% Notes (tranche C)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 9,000,000	10,000,000			$ 9,000,000
Borrowings face amount																							$ 10,000,000	₲ 65,000,000,000					$ 4,000,000	₲ 25,000,000,000
PYG 10.000% Notes (tranche C) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	10.00%				10.00%	10.00%	10.00%	10.00%					10.00%	10.00%
PYG 9.250% Notes (tranche D)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 1,000,000	2,000,000			$ 1,000,000
Borrowings face amount																							$ 8,000,000	₲ 50,000,000,000
PYG 9.250% Notes (tranche D) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	9.25%				9.25%	9.25%	9.25%	9.25%
PYG 10.000% Notes (tranche E)
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																										10.00%	10.00%
Bonds issued																	$ 4,000,000	4,000,000			$ 4,000,000
Borrowings face amount																										$ 3,000,000	₲ 20,000,000,000
PYG 10.000% Notes (tranche E) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	10.00%				10.00%	10.00%
PYG 9.250% Notes (tranche F)
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																										9.25%	9.25%
Bonds issued																	$ 2,000,000	0			$ 2,000,000
Borrowings face amount																										$ 2,000,000	₲ 15,000,000,000
PYG 9.250% Notes (tranche F) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	9.25%				9.25%	9.25%
PYG 10.000% Notes (tranche G)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 3,000,000	0			$ 3,000,000
PYG 10.000% Notes (tranche G) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	10.00%				10.00%	10.00%
BOB 4.750% Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 0	30,000,000			$ 0
Borrowings face amount | Bs.														Bs. 1,360,000,000
Payments for debt issue costs | Bs.														5,000,000
Proceeds from debt and other financing													$ 191,000,000	Bs. 1,320,000,000
BOB 4.750% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate														4.75%			4.75%				4.75%	4.75%
BOB 4.750% Notes | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate														4.79%
BOB 4.050% Notes Due 2020
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 0	4,000,000			$ 0
BOB 4.050% Notes Due 2020 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.05%				4.05%	4.05%
BOB 5.800% Notes Due 2026
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 50,000,000	0			$ 50,000,000
BOB 5.800% Notes Due 2026 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	5.80%				5.80%	5.80%
BOB 5.800% Notes
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																					$ 15,000,000	Bs. 104,400,000
BOB 5.800% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																																					4.05%	4.05%
BOB 4.850% Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 42,000,000	57,000,000			$ 42,000,000
Borrowings face amount																																					$ 85,000,000	Bs. 591,600,000
BOB 4.850% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.85%				4.85%	4.85%															4.85%	4.85%
BOB Notes Issued November 2015
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																					$ 100,000,000	Bs. 696,000,000
BOB Notes Issued November 2015 | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																																					4.84%	4.84%
BOB Notes Issued April 2016
Disclosure of detailed information about borrowings [line items]
Borrowings face amount | Bs.																																			Bs. 522,000,000
BOB 3.950% Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 29,000,000	36,000,000			$ 29,000,000
Borrowings face amount																																		$ 50,000,000
BOB 3.950% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	3.95%				3.95%	3.95%												3.95%	3.95%
BOB 4.600% Notes Due 2024
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 40,000,000	40,000,000			$ 40,000,000
BOB 4.600% Notes Due 2024 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.60%				4.60%	4.60%
BOB 4.30% Notes Due 2029
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 19,000,000	21,000,000			$ 19,000,000
Borrowings face amount																																		$ 25,000,000
BOB 4.30% Notes Due 2029 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.30%				4.30%	4.30%												4.30%	4.30%
BOB Notes Issued October 2017
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																	$ 80,000,000
BOB Notes Issued October 2017, Tranche A
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																																	4.30%
BOB Notes Issued October 2017, Tranche B
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																																	4.70%
BOB Notes Issued October 2017, Tranche C
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																																	5.30%
BOB 4.300% Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 20,000,000	26,000,000			$ 20,000,000
BOB 4.300% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.30%				4.30%	4.30%
BOB 4.300% Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 28,000,000	32,000,000			$ 28,000,000
BOB 4.300% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.70%				4.70%	4.70%
BOB 4.700% Notes
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 11,000,000	13,000,000			$ 11,000,000
BOB 4.700% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	5.30%				5.30%	5.30%
BOB 5.000% Notes Due 2026
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 61,000,000	61,000,000			$ 61,000,000
BOB 5.000% Notes Due 2026 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	5.00%				5.00%	5.00%
UNE Bond 1 (tranches A and B)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 0	46,000,000			$ 0
Borrowings face amount																																									$ 126,000,000	$ 300,000,000,000
UNE Bond 1 (tranches A and B) | Consumer Price Index
Disclosure of detailed information about borrowings [line items]
Adjustment to interest rate basis																	5.10%				5.10%	5.10%
UNE Bond 1 - Tranche A
Disclosure of detailed information about borrowings [line items]
Borrowings term																5 years
UNE Bond 1 - Tranche B
Disclosure of detailed information about borrowings [line items]
Borrowings term																10 years
UNE Bond 2 (tranches A and B)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 44,000,000	46,000,000			$ 44,000,000
Borrowings face amount															$ 126,000,000																									$ 300,000,000,000
UNE Bond 2 (tranches A and B) | Consumer Price Index
Disclosure of detailed information about borrowings [line items]
Adjustment to interest rate basis																	4.76%				4.76%	4.76%
UNE Bond 2 - Tranche A
Disclosure of detailed information about borrowings [line items]
Borrowings term															5 years
UNE Bond 2 - Tranche B
Disclosure of detailed information about borrowings [line items]
Borrowings term															12 years
UNE Bond 3
Disclosure of detailed information about borrowings [line items]
Borrowings face amount												$ 176,000,000																								$ 540,000,000,000
Extinguishment of debt												$ 150,000,000,000
UNE Bond 3 (tranche A)
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate												9.35%																								9.35%
Bonds issued																	$ 47,000,000	49,000,000			$ 47,000,000
Borrowings face amount												$ 52,000,000
UNE Bond 3 (tranche A) | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	9.35%				9.35%	9.35%
UNE Bond 3 (tranche B)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 74,000,000	78,000,000			$ 74,000,000
Adjustment to interest rate basis												4.15%																								4.15%
Borrowings face amount												$ 83,000,000
UNE Bond 3 (tranche B) | Consumer Price Index
Disclosure of detailed information about borrowings [line items]
Adjustment to interest rate basis																	4.15%				4.15%	4.15%
UNE Bond 3 (tranche C)
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 37,000,000	38,000,000			$ 37,000,000
Adjustment to interest rate basis												4.89%																								4.89%
Borrowings face amount												$ 41,000,000
UNE Bond 3 (tranche C) | Consumer Price Index
Disclosure of detailed information about borrowings [line items]
Adjustment to interest rate basis																	4.89%				4.89%	4.89%
UNE Bond 6.600% Due 2030
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate									6.60%																6.60%
Bonds issued																	$ 44,000,000	0			$ 44,000,000
Borrowings face amount									$ 44,000,000																$ 150,000,000,000
Borrowings term									10 years
UNE Bond 6.600% Due 2030 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	6.60%				6.60%	6.60%
USD 4.5% Senior Notes Due 2030
Disclosure of detailed information about borrowings [line items]
Bonds issued																	$ 586,000,000	585,000,000			$ 586,000,000
USD 4.5% Senior Notes Due 2030 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	4.50%				4.50%	4.50%
Cable Onda Bonds 5.750%
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																																							5.75%
Bonds issued																	$ 99,000,000	184,000,000			$ 99,000,000
Borrowings face amount																																							$ 185,000,000
Repayments of non-current borrowings																					$ 85,000,000
Cable Onda Bonds 5.750% | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																	5.75%				5.75%	5.75%
El Salvador 8% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate								8.00%
Cable Onda 4.5% Senior Notes Due 2030
Disclosure of detailed information about borrowings [line items]
Borrowings face amount		$ 600,000,000																$ 600,000,000
Borrowing costs capitalised		$ 16,000,000
Borrowings amortization period		10 years
Cable Onda 4.5% Senior Notes Due 2030 | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate		4.50%
Cable Onda 4.5% Senior Notes Due 2030 | Effective interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate		4.69%
Telefonica Celular De Bolivia S.A. Notes Due 2026
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																	$ 50,000,000				$ 50,000,000	Bs. 345,000,000
USD 6.75% Senior Notes Due 2022 [Member] | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate										6.75%
BOB 5.000% Notes
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																															$ 61,000,000	Bs. 420,000,000
BOB 5.000% Notes | Fixed interest rate
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																															5.00%	5.00%
BOB 5.300% Notes
Disclosure of detailed information about borrowings [line items]
Borrowings, interest rate																															4.60%	4.60%
Borrowings face amount																															$ 40,000,000	Bs. 280,000,000

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Capital structure and financing - C.3.2. Bank and Development Financial Institution financing (Details) Tsh in Millions							1 Months Ended																		3 Months Ended	12 Months Ended
	Dec. 20, 2019 USD ($)	Dec. 12, 2019	Nov. 19, 2019 USD ($)	Aug. 27, 2019 USD ($)	Jan. 31, 2018 USD ($)	Jul. 04, 2017 USD ($)	Dec. 31, 2020 USD ($) tranche	Nov. 30, 2020 USD ($) instument	Oct. 31, 2020 USD ($) bank	Jun. 30, 2020 USD ($)	Apr. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Feb. 29, 2020 USD ($)	Feb. 29, 2020 TZS (Tsh)	Jan. 31, 2020 USD ($)	Jan. 31, 2020 TZS (Tsh)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 TZS (Tsh)	Sep. 30, 2019	Jan. 31, 2019 PYG (₲)	Jul. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018	Oct. 31, 2015 USD ($)	Nov. 30, 2020 USD ($) instument	Dec. 31, 2020 USD ($) tranche	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)		Dec. 31, 2020 PYG (₲) tranche	Jan. 31, 2020 PYG (₲)	Nov. 19, 2019 BOB (Bs.)	Aug. 31, 2019 agreement	Jun. 30, 2019 USD ($)	Jun. 30, 2019 BOB (Bs.)	Jun. 04, 2019 USD ($)	Jun. 04, 2019 TZS (Tsh)	Apr. 30, 2019 USD ($)	Apr. 24, 2019 USD ($)	Mar. 31, 2019 USD ($)	Feb. 25, 2019 USD ($)	Feb. 25, 2019 PYG (₲)	Oct. 31, 2018 USD ($)	Jul. 31, 2018 PYG (₲)	Apr. 30, 2018 USD ($)	Jul. 04, 2017 PYG (₲)	May 30, 2017 USD ($)	Jan. 31, 2017 USD ($)	Apr. 15, 2016 USD ($)	Oct. 31, 2015 PYG (₲)
Disclosure of detailed information about borrowings [line items]
Borrowings							$ 5,691,000,000										$ 5,972,000,000									$ 5,691,000,000	$ 5,972,000,000
Repayments of borrowings, classified as financing activities																										1,744,000,000	$ 1,157,000,000	$ 530,000,000	[1]
BOB Long-term loans
Disclosure of detailed information about borrowings [line items]
Borrowings term																						7 years
Borrowings face amount																																		$ 10,000,000	Bs. 69,600,000
USD Long-Term Loans, Costa Rica
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																													$ 150,000,000
Repayments of borrowings, classified as financing activities										$ 30,000,000
USD Senior Unsecured Term Loan Facility
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																															$ 50,000,000		$ 50,000,000
Bs. Newloan
Disclosure of detailed information about borrowings [line items]
Borrowings term			4 years
Borrowings face amount			$ 11,000,000																													Bs. 78,000,000
PYG Long-Term Loan, 9%
Disclosure of detailed information about borrowings [line items]
Borrowings term																			7 years
Borrowings face amount																																									$ 57,000,000	₲ 370,000,000,000
USD Credit Agreement, Banco Nacional de Panama S.A. [Member]
Disclosure of detailed information about borrowings [line items]
Borrowings term				5 years
Borrowings face amount				$ 75,000,000
Number of instruments | agreement																																	2
Repayments of borrowings, classified as financing activities									$ 50,000,000
USD Credit Agreement, Bank of Nova Scotia
Disclosure of detailed information about borrowings [line items]
Borrowings term				5 years
Borrowings face amount				$ 75,000,000
PYG Long-Term Loan, 10.10%
Disclosure of detailed information about borrowings [line items]
Borrowings term						5 years
Borrowings face amount						$ 66,000,000																																								₲ 367,000,000,000
PYG Long-Term Loan, 8.90%
Disclosure of detailed information about borrowings [line items]
Borrowings term																					7 years
Borrowings face amount																					$ 18,000,000																							₲ 115,000,000,000
PYG Long-Term Loan, Paraguay, 8.94%
Disclosure of detailed information about borrowings [line items]
Borrowings term																				7 years
Borrowings face amount | ₲																				₲ 177,000,000,000
MIC S.A. Loan Facility Tranche A
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																				$ 174,750,000
MIC S.A. Loan Facility Tranche B
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																				$ 45,000,000	Tsh 103,000
Itau Bank Loan Facility
Disclosure of detailed information about borrowings [line items]
Borrowings term																								5 years
Borrowings face amount																								$ 40,000,000																										₲ 257,700,000,000
USD Credit Facility, El Salvador Due 2021
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																																	$ 30,000,000
USD Credit Facility, El Salvador, Due 2023 - 1
Disclosure of detailed information about borrowings [line items]
Borrowings term																							5 years
Borrowings face amount																																								$ 100,000,000
USD Credit Facility, El Salvador, Due 2023 - 3
Disclosure of detailed information about borrowings [line items]
Borrowings term					5 years
Borrowings face amount					$ 50,000,000
MIC S.A. Term Facility Agreement
Disclosure of detailed information about borrowings [line items]
Borrowings term		66 months
Borrowings face amount																																							$ 300,000,000
Borrowings, disbursement percent																	100.00%										100.00%
Repayments of borrowings, classified as financing activities								$ 300,000,000
Proceeds from current borrowings													$ 15,000,000	Tsh 34,000	$ 15,000,000	Tsh 35,000	$ 15,000,000	Tsh 34,000
Columbia Loan Due 2024
Disclosure of detailed information about borrowings [line items]
Borrowings term	5 years
Borrowings face amount	$ 300,000,000
Total Bank and Development Financial Institution financing
Disclosure of detailed information about borrowings [line items]
Borrowings							$ 1,353,000,000										1,817,000,000									1,353,000,000	$ 1,817,000,000
Banco Itau Paraguay S.A. Long Term Loan Maturing December 27, 2024
Disclosure of detailed information about borrowings [line items]
Borrowings face amount															$ 24,000,000																₲ 154,600,000,000
Banco Continental S.A.EC.A Credit Agreement
Disclosure of detailed information about borrowings [line items]
Borrowings term							2 years 6 months
Borrowings face amount							$ 29,000,000																			29,000,000				₲ 200,000,000,000
Bank Of Nova Scotia Credit Agreement
Disclosure of detailed information about borrowings [line items]
Borrowings term							60 months
Borrowings face amount							$ 110,000,000																			$ 110,000,000
Number of tranches | tranche							2																			2				2
Repayments of borrowings, classified as financing activities							$ 85,000,000
Bank Of Nova Scotia Credit Agreement | Tranche One
Disclosure of detailed information about borrowings [line items]
Proceeds from current borrowings							85,000,000
2018 Credit Agreement With Bank Of Nova Scotia
Disclosure of detailed information about borrowings [line items]
Repayments of borrowings, classified as financing activities										$ 150,000,000
2017 MIC S.A. Revolving Credit Facility
Disclosure of detailed information about borrowings [line items]
Borrowings												$ 400,000,000
Borrowings term												6 months
Borrowings face amount																																																$ 600,000,000
Proceeds from current borrowings											$ 63,000,000	$ 337,000,000
October 2020 MIC S.A. ESG Linked Revolving Credit Facility
Disclosure of detailed information about borrowings [line items]
Borrowings term									5 years
Borrowings face amount									$ 600,000,000
Number of commercial banks in transaction | bank									11
Floating interest rate | USD Long-Term Loans, Costa Rica
Disclosure of detailed information about borrowings [line items]
Borrowings							119,000,000										148,000,000									$ 119,000,000	148,000,000
Floating interest rate | USD Long-Term Loans, Tanzania
Disclosure of detailed information about borrowings [line items]
Borrowings							162,000,000										171,000,000									162,000,000	171,000,000
Floating interest rate | USD Long-Term Loans, Tanzania (Zantel)
Disclosure of detailed information about borrowings [line items]
Borrowings							41,000,000										14,000,000									41,000,000	14,000,000
Floating interest rate | USD Short-Term Loans, Luxembourg 2024, Variable
Disclosure of detailed information about borrowings [line items]
Borrowings							(5,000,000)										0									(5,000,000)	0
Floating interest rate | USD Long-Term Loans, Luxembourg 2024, Libor
Disclosure of detailed information about borrowings [line items]
Borrowings							0										298,000,000									0	298,000,000
Floating interest rate | COP Long-Term Loans, Colombia
Disclosure of detailed information about borrowings [line items]
Borrowings							262,000,000										274,000,000									262,000,000	274,000,000
Floating interest rate | USD Long-Term Loans, Colombia
Disclosure of detailed information about borrowings [line items]
Borrowings							296,000,000										295,000,000									296,000,000	295,000,000
Floating interest rate | USD Senior Unsecured Term Loan Facility
Disclosure of detailed information about borrowings [line items]
Borrowings							118,000,000										268,000,000									118,000,000	268,000,000
Fixed interest rate | PYG Long-term loans
Disclosure of detailed information about borrowings [line items]
Borrowings							137,000,000										166,000,000									137,000,000	166,000,000
Fixed interest rate | USD - Long-term loans
Disclosure of detailed information about borrowings [line items]
Borrowings							185,000,000										150,000,000									185,000,000	150,000,000
Fixed interest rate | BOB Long-term loans
Disclosure of detailed information about borrowings [line items]
Borrowings							$ 37,000,000										$ 31,000,000									$ 37,000,000	$ 31,000,000
LIBOR | USD Long-Term Loans, Luxembourg 2024, Libor
Disclosure of detailed information about borrowings [line items]
Adjustment to interest rate basis							3.00%																			3.00%				3.00%
Interest rate and currency swap | USD Long-Term Loans, Costa Rica
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																						$ 35,000,000																$ 37,000,000
Interest rate swap | USD Long-Term Loans, Costa Rica
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																						$ 40,000,000																$ 38,000,000
Interest rate swap | Scotiabank Interest Rate Swap
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																												$ 100,000,000
Currency Swap | USD Long-Term Loans, Costa Rica
Disclosure of detailed information about borrowings [line items]
Borrowings face amount																																											$ 35,000,000
Currency Swap | Columbia Loan Due 2024
Disclosure of detailed information about borrowings [line items]
Borrowings face amount								300,000,000																	$ 300,000,000
Currency Swap | 2020 Bancolombia, JP Morgan And BBVA Cross Currency Swaps
Disclosure of detailed information about borrowings [line items]
Borrowings face amount								$ 100,000,000																	$ 100,000,000
Borrowings, interest rate								5.35%																	5.35%
Number of instruments | instument								4																	4
Average foreign exchange rate																									3.682
Currency Swap | 2020 Bancolombia, JP Morgan And BBVA Cross Currency Swaps, Individual Value Of Four
Disclosure of detailed information about borrowings [line items]
Borrowings face amount								$ 25,000,000																	$ 25,000,000

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Capital structure and financing - C.3.3. Interest and other financial expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Interest and other financial expenses:
Interest expense on bonds and bank financing	$ (386)	$ (348)	$ (234)
Interest expense on leases	(156)	(157)	(91)
Early redemption charges	(15)	(10)	(4)
Others	(67)	(47)	(37)
Total interest and other financial expenses	$ (624)	$ (564)	$ (367)	[1]

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Capital structure and financing - C.3.4. Guarantees and pledged assets (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Disclosure of contingent liabilities [line items]
Pledged deposits (related to back borrowings)	$ 0	$ 1
Contingent liability for guarantees
Disclosure of contingent liabilities [line items]
Estimated financial effect of contingent liabilities	287	464
1 year | Contingent liability for guarantees
Disclosure of contingent liabilities [line items]
Estimated financial effect of contingent liabilities	59	29
Later than one year and not later than three years | Contingent liability for guarantees
Disclosure of contingent liabilities [line items]
Estimated financial effect of contingent liabilities	227	134
Later than three years and not later than five years | Contingent liability for guarantees
Disclosure of contingent liabilities [line items]
Estimated financial effect of contingent liabilities	$ 0	$ 300

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Capital structure and financing - C.4. Lease liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019		Jan. 01, 2019
Disclosure of share capital, reserves and other equity interest [Abstract]
Current	$ 123	$ 107	[1]	$ 0
Non-Current	897	988	[1]	$ 0
Lease liabilities	1,021	1,096
Expense relating to short-term leases (included in cost of sales and operating expenses)	(1)	(5)
Total cash outflow for leases	$ (267)	$ (249)

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Capital structure and financing - C.5. Cash and deposits (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018	[2]	Dec. 31, 2017	[2]
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 875,000,000	$ 1,164,000,000	[1]	$ 528,000,000		$ 619,000,000
Restricted cash	199,000,000	155,000,000	[1]
Non-current financial assets pledged as collateral for contingent liabilities	0	0
Current financial assets pledged as collateral for contingent liabilities	0	1,000,000
Debt denominated in US dollars
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	619,000,000	834,000,000
Total debt denominated in other currencies
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	256,000,000	330,000,000
Mobile Financial Services
Cash and Cash Equivalents [Line Items]
Restricted cash	192,000,000	150,000,000
Other Banks
Cash and Cash Equivalents [Line Items]
Restricted cash	$ 7,000,000	$ 5,000,000

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Capital structure and financing - C.6. Net financial obligations, table 1 (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018		Dec. 31, 2017	[2]
Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]
Total debt and financing	$ 5,691	$ 5,972
Lease liabilities	1,021	1,096
Gross financial obligations	6,711	7,068
Cash and cash equivalents	(875)	(1,164)	[1]	$ (528)	[2]	$ (619)
Pledged deposits	0	(1)
Time deposits related to bank borrowings	0	(1)
Net financial obligations at the end of the year	5,837	5,902		$ 4,596
Add (less) derivatives related to debt (note D.1.2.)	12	(17)
Net financial obligations including derivatives related to debt	5,849	5,885
Restricted cash	$ 199	$ 155	[1]

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Capital structure and financing - C.6. Net finnacial obligations, table 2 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Changes in liabilities arising from financing activities [abstract]
Interest accretion, liabilities arising form financing activities	$ 17	$ 8
Transfers, liabilities arising form financing activities	3	3
Other non-cash movements, liabilities arising form financing activities	(10)	(14)
Changes In Net Debt [Abstract]
Net debt	5,902	4,596
Cash flows, net debt	(121)	998
Scope changes, net debt	0	269
Additions/acquisitions, net debt	68	109
Foreign exchange movements, net debt	(22)	(14)
Transfers (to)/from assets held for sale, net debt	0	(52)
Net debt	5,837	5,902
Bond and bank debt and financing
Changes in liabilities arising from financing activities [abstract]
Liabilities arising from financing activities, beginning of period	5,972	4,227
Cash flows, liabilities arising form financing activities	(274)	1,743
Scope changes, liabilities arising form financing activities	0	74
Acquisition of subsidiaries, joint ventures and associates, net of cash acquired	0	0
Interest accretion, liabilities arising form financing activities	16	8
Foreign exchange movements, liabilities arising form financing activities	(10)	(16)
Transfers (to)/from assets held for sale, liabilities arising form financing activities	0	(53)
Transfers, liabilities arising form financing activities	(3)	3
Other non-cash movements, liabilities arising form financing activities	(10)	(14)
Liabilities arising from financing activities, end of period	5,691	5,972
Lease liabilities [member]
Changes in liabilities arising from financing activities [abstract]
Liabilities arising from financing activities, beginning of period	1,096	898
Cash flows, liabilities arising form financing activities	(121)	(107)
Scope changes, liabilities arising form financing activities	0	210
Acquisition of subsidiaries, joint ventures and associates, net of cash acquired	68	109
Interest accretion, liabilities arising form financing activities	1	0
Foreign exchange movements, liabilities arising form financing activities	(30)	(6)
Transfers (to)/from assets held for sale, liabilities arising form financing activities	0	(8)
Transfers, liabilities arising form financing activities	6	0
Other non-cash movements, liabilities arising form financing activities	0	0
Liabilities arising from financing activities, end of period	1,021	1,096
Cash and cash equivalents
Assets For Calculation Of Net Debt [Abstract]
Assets, beginning of period	1,164	528
Cash flows, assets	(272)	638
Additions/acquisitions, assets	0	0
Foreign exchange movements, assets	(17)	(8)
Transfers (to)/from assets held for sale. assets	0	(9)
Assets, end of period	875	1,164
Changes in liabilities arising from financing activities [abstract]
Scope changes, liabilities arising form financing activities		16
Changes In Net Debt [Abstract]
Scope changes, net debt	0
Other
Assets For Calculation Of Net Debt [Abstract]
Assets, beginning of period	2	2
Cash flows, assets	(2)	0
Foreign exchange movements, assets		0
Transfers (to)/from assets held for sale. assets		0
Assets, end of period	0	2
Changes in liabilities arising from financing activities [abstract]
Scope changes, liabilities arising form financing activities		$ 0
Changes In Net Debt [Abstract]
Scope changes, net debt	$ 0

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Capital structure and financing - C.7.2. Fair value of financial Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Financial assets at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial assets	$ 2,337	$ 2,564
Current financial assets	2,143	2,460
Non-current financial assets	194	104
Financial assets at amortised cost | Derivative financial instruments
Disclosure of fair value measurement of assets [line items]
Financial assets	24	0
Financial assets at amortised cost | Other non-current assets
Disclosure of fair value measurement of assets [line items]
Financial assets	77	66
Financial assets at amortised cost | Trade receivables, net
Disclosure of fair value measurement of assets [line items]
Financial assets	351	371
Financial assets at amortised cost | Amounts due from non-controlling interests, associates and joint venture partners
Disclosure of fair value measurement of assets [line items]
Financial assets	296	68
Financial assets at amortised cost | Prepayments and accrued income
Disclosure of fair value measurement of assets [line items]
Financial assets	149	156
Financial assets at amortised cost | Supplier advances for capital expenditures
Disclosure of fair value measurement of assets [line items]
Financial assets	21	22
Financial assets at amortised cost | Call option
Disclosure of fair value measurement of assets [line items]
Financial assets	3	0
Financial assets at amortised cost | Equity Investments
Disclosure of fair value measurement of assets [line items]
Financial assets	160	371
Financial assets at amortised cost | Other current assets
Disclosure of fair value measurement of assets [line items]
Financial assets	181	192
Financial assets at amortised cost | Restricted cash
Disclosure of fair value measurement of assets [line items]
Financial assets	199	155
Financial assets at amortised cost | Cash and cash equivalents
Disclosure of fair value measurement of assets [line items]
Financial assets	875	1,164
Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	8,317	8,219
Current financial liabilities	2,145	1,949
Non-current financial liabilities	6,173	6,270
Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	8,198	8,475
Current financial liabilities	2,145	1,949
Non-current financial liabilities	6,054	6,527
Debt and financing | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	5,691	5,972
Debt and financing | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	5,572	6,229
Trade payables | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	334	289
Trade payables | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	334	289
Payables and accruals for capital expenditure | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	345	348
Payables and accruals for capital expenditure | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	345	348
Derivative financial instruments | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	16	17
Derivative financial instruments | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	16	17
Put option liability | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	262	264
Put option liability | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	262	264
Amounts due to non-controlling interests, associates and joint venture partners | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	339	498
Amounts due to non-controlling interests, associates and joint venture partners | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	339	498
Accrued interest and other expenses | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	445	432
Accrued interest and other expenses | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	445	432
Other liabilities | Financial liabilities at amortised cost
Disclosure of fair value measurement of assets [line items]
Financial liabilities	885	399
Other liabilities | Financial liabilities at fair value
Disclosure of fair value measurement of assets [line items]
Financial liabilities	$ 885	$ 399

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Capital structure and financing - C.7.3. Equity investments (Details) £ / shares in Units, $ / shares in Units, £ in Millions, shares in Millions, $ in Millions			1 Months Ended		12 Months Ended
	Oct. 17, 2019 USD ($)	Mar. 31, 2019 USD ($)	Jun. 30, 2020 USD ($)	Jan. 31, 2019 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 GBP (£) shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2020 £ / shares	Oct. 31, 2019 USD ($)	Oct. 31, 2019 £ / shares	Oct. 17, 2019 £ / shares	Apr. 11, 2019 $ / shares
Disclosure of fair value measurement of assets [line items]
Investments accounted for using equity method					$ 160		$ 371
Equity Investment In Jumia
Disclosure of fair value measurement of assets [line items]
Net dilution gain (loss)				$ 7
Offer price per share (usd per share) | $ / shares													$ 14.5
Gain on investment		$ 30
Percentage ownership held by non-controlling interest		6.31%
Proceeds from sales of investments accounted for using equity method			$ 29
Gain on disposal of equity method investment			$ 15
Investments accounted for using equity method					0		32
Change in fair value in investment					$ (18)		$ (38)	$ 0
Equity Investment In HTA
Disclosure of fair value measurement of assets [line items]
Net dilution gain (loss)	$ (3)
Offer price per share (usd per share) | £ / shares											£ 1.15	£ 1.15
Gain on investment	208
Percentage ownership held by non-controlling interest					7.60%	7.60%	16.20%
Proceeds from sales of investments accounted for using equity method					$ 169	£ 130
Gain on disposal of equity method investment					6
Enterprise value										$ 2,000
Investments accounted for using equity method	$ 292				160		$ 338
Change in fair value in investment					$ (16)		$ 312	$ 0
Market capitalization										$ 1,450
IPO option rights (as a percentage)	4.00%
Disposal of proportion of ownership interest (as a percentage)	20.00%
Gross proceeds from disposal	$ 57
Net proceeds from disposal	25
Share in tax escrow	30
Loss on disposal	$ 32
Number of shares sold (in shares) | shares					85	85
Closing price (in dollars per share) | £ / shares									£ 1.53

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Capital structure and financing - C.7.4. Call and put options (Details) - USD ($) $ in Millions	Aug. 29, 2019	Dec. 31, 2020	Dec. 31, 2019		Dec. 13, 2018
Disclosure of detailed information about business combination [line items]
Add (less) derivatives related to debt (note D.1.2.)		$ (12)	$ 17
Put option liability		262	$ 264	[1]
Option contract
Disclosure of detailed information about business combination [line items]
Notional amount		$ 3
Cable Onda S.A
Disclosure of detailed information about business combination [line items]
Percentage ownership held by non-controlling interest	20.00%
Add (less) derivatives related to debt (note D.1.2.)					$ 239
Threshold for ownership percentage of counterparty to make call option exercisable	10.00%
Enterprise value of acquired entity	$ 1,460
Interest rate on put option	5.00%
Interest rate on call option	10.00%

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Financial risk management - D. Financial risk management (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Financial Instruments [Abstract]
Target percent debt in local currency	40.00%
Target percent of debt fixed rate	75.00%
Target percent of debt floating rate	25.00%
Disclosure of detailed information about hedging instruments [line items]
Derivative financial liabilities	$ 12	$ (17)
Cash flow hedges
Disclosure of detailed information about hedging instruments [line items]
Derivative financial assets	$ 12
Derivative financial liabilities		$ (17)

XML

Financial risk management - D.1. Interest rate risk (Details) - Interest rate risk	Dec. 31, 2020	Dec. 31, 2019
Fixed interest rate
Disclosure of nature and extent of risks arising from financial instruments [line items]
Percentage of debt	75.00%
Concentration percentage	84.00%	76.00%
Floating interest rate
Disclosure of nature and extent of risks arising from financial instruments [line items]
Percentage of debt

XML

Financial risk management - D.1.1. Fixed and floating rate debt (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 5,691	$ 5,972
Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 5,691	5,972
Reasonably possible change in risk variable, percent	1.00%
Reasonably possible change in risk variable, impact on profit before tax	$ 9	14
1 year | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	113	186
1–2 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	107	155
2–3 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	439	145
3–4 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	811	517
4–5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	467	1,085
Greater than 5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 3,755	$ 3,884
Weighted average | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, interest rate	4.90%	4.82%
Weighted average | 1 year | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, interest rate	4.65%	5.10%
Weighted average | 1–2 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, interest rate	4.95%	4.55%
Weighted average | 2–3 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, interest rate	5.76%	4.34%
Weighted average | 3–4 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, interest rate	4.15%	5.81%
Weighted average | 4–5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, interest rate	5.09%	4.73%
Weighted average | Greater than 5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Borrowings, interest rate	5.21%	5.24%
Fixed interest rate | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 4,766	$ 4,543
Fixed interest rate | 1 year | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	80	118
Fixed interest rate | 1–2 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	90	117
Fixed interest rate | 2–3 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	268	118
Fixed interest rate | 3–4 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	561	332
Fixed interest rate | 4–5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	269	431
Fixed interest rate | Greater than 5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	3,498	3,428
Floating interest rate | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	926	1,429
Floating interest rate | 1 year | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	33	68
Floating interest rate | 1–2 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	17	38
Floating interest rate | 2–3 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	171	27
Floating interest rate | 3–4 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	250	185
Floating interest rate | 4–5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	197	654
Floating interest rate | Greater than 5 years | Interest rate risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 256	$ 457

XML

Financial risk management - D.1.2. Interest rate swap contracts (Details) - Interest rate swap - Interest rate risk $ in Millions, kr in Billions	Dec. 31, 2020 USD ($)	Dec. 31, 2020 SEK (kr)	Dec. 31, 2019 USD ($)
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative notional amount	$ 211.0	kr 2
Derivative financial assets held for hedging	23.0
Derivative financial liabilities held for hedging			$ (0.2)
El Salvador
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative financial liabilities held for hedging	(3.0)
Costa Rica
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative financial assets held for hedging	1.0
Derivative financial liabilities held for hedging	(5.0)		(14.0)
Colombia
Disclosure of nature and extent of risks arising from financial instruments [line items]
Derivative financial liabilities held for hedging	$ (7.0)		$ 0.0

XML

Financial risk management - D.2.1. Debt denominated in US Dollars and other currencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 5,691	$ 5,972
Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 5,691	5,972
Reasonably possible change in risk variable, percent	10.00%
Reasonably possible increase (decrease) in risk variable, impact on profit before tax	$ 45	17
Debt denominated in US dollars | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	3,384	3,535
Total debt denominated in other currencies | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	2,307	2,437
Colombia | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	614	531
Tanzania | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	40	14
Bolivia | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	337	350
Paraguay | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	180	206
El Salvador | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	118	268
Panama | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	869	918
Luxembourg (COP denominated) | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	41	43
Costa Rica | Foreign currency risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt	$ 107	$ 107

XML

Financial risk management - D.5. Liquidity risk (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018	[2]	Dec. 31, 2017	[2]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt and financing	$ (5,691)	$ (5,972)
Lease liabilities	(1,021)	(1,096)
Cash and cash equivalents	875	1,164	[1]	$ 528		$ 619
Pledged deposits (related to back borrowings)	0	1
Net cash (debt) including derivatives related to debt	(5,849)	(5,885)
Trade payables (excluding accruals)	(46)	(40)
Derivative financial liabilities	12	(17)
Put option liability	(262)	(264)	[1]
Trade receivables	351	371	[1]
Liquidity risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt and financing	(5,691)	(5,972)
Lease liabilities	(1,021)	(1,096)
Cash and cash equivalents	875	1,164
Pledged deposits (related to back borrowings)	0	1
Refundable deposit	0	0
Derivative financial instruments	12	(17)
Net cash (debt) including derivatives related to debt	(5,825)	(5,920)
Future interest commitments related to debt and financing		(1,502)
Future interest commitments related to debt and financing	(1,484)
Future interest commitments related to leases	(759)	(928)
Trade payables (excluding accruals)	(576)	(510)
Other financial liabilities (including accruals)	(1,214)	(1,389)
Put option liability	(262)	(264)
Trade receivables	351	371
Other financial assets	735	717
Net financial liabilities	(9,034)	(9,425)
Liquidity risk | Less than 1 year
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt and financing	(113)	(186)
Lease liabilities	(123)	(107)
Cash and cash equivalents	875	1,164
Pledged deposits (related to back borrowings)	0	1
Refundable deposit	0	0
Derivative financial instruments	0	(17)
Net cash (debt) including derivatives related to debt	639	855
Future interest commitments related to debt and financing		(308)
Future interest commitments related to debt and financing	(311)
Future interest commitments related to leases	(146)	(157)
Trade payables (excluding accruals)	(576)	(510)
Other financial liabilities (including accruals)	(1,185)	(1,052)
Put option liability	(262)	(264)
Trade receivables	351	371
Other financial assets	568	613
Net financial liabilities	(922)	(452)
Liquidity risk | 1 to 5 years
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt and financing	(1,824)	(1,902)
Lease liabilities	(525)	(490)
Cash and cash equivalents	0	0
Pledged deposits (related to back borrowings)	0	0
Refundable deposit	0	0
Derivative financial instruments	12	0
Net cash (debt) including derivatives related to debt	(2,336)	(2,392)
Future interest commitments related to debt and financing		(1,088)
Future interest commitments related to debt and financing	(1,069)
Future interest commitments related to leases	(410)	(476)
Trade payables (excluding accruals)	0	0
Other financial liabilities (including accruals)	(29)	(337)
Put option liability	0	0
Trade receivables	0	0
Other financial assets	167	104
Net financial liabilities	(3,676)	(4,189)
Liquidity risk | Greater than 5 years
Disclosure of nature and extent of risks arising from financial instruments [line items]
Debt and financing	(3,755)	(3,884)
Lease liabilities	(373)	(498)
Cash and cash equivalents	0	0
Pledged deposits (related to back borrowings)	0	0
Refundable deposit	0	0
Derivative financial instruments	0	0
Net cash (debt) including derivatives related to debt	(4,128)	(4,383)
Future interest commitments related to debt and financing		(106)
Future interest commitments related to debt and financing	(104)
Future interest commitments related to leases	(203)	(295)
Trade payables (excluding accruals)	0	0
Other financial liabilities (including accruals)	0	0
Put option liability	0	0
Trade receivables	0	0
Other financial assets	0	0
Net financial liabilities	$ (4,435)	$ (4,784)
Commercial Banks | Liquidity risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Concentration risk percentage	20.00%	26.00%
Bonds | Liquidity risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Concentration risk percentage	64.00%	58.00%
Development Finance Institutions | Liquidity risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Concentration risk percentage	1.00%	1.00%
Leases | Liquidity risk
Disclosure of nature and extent of risks arising from financial instruments [line items]
Concentration risk percentage	15.00%	15.00%

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

XML

Financial risk management - D.6. Capital management (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018
Financial Instruments [Abstract]
Net financial obligations	$ 5,837	$ 5,902		$ 4,596
EBITDA	$ 1,495	$ 1,530
Net financial obligations to EBITDA	390.00%	386.00%
Equity attributable to Owners of the Company	$ 2,059	$ 2,410	[1]
Net financial obligations and equity	$ 7,896	$ 8,312
Gearing ratio	74.00%	71.00%

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

XML

Long-term assets - E.1.1. Accounting for intangible assets (Details)	12 Months Ended
	Dec. 31, 2020
Disclosure of detailed information about intangible assets [line items]
Period for which item is expensed (less than)	1 year
Bottom of range | Trademarks
Disclosure of detailed information about intangible assets [line items]
Intangible assets useful lives	1 year
Bottom of range | Customer Lists
Disclosure of detailed information about intangible assets [line items]
Intangible assets useful lives	4 years
Top of range | Trademarks
Disclosure of detailed information about intangible assets [line items]
Intangible assets useful lives	15 years
Top of range | Customer Lists
Disclosure of detailed information about intangible assets [line items]
Intangible assets useful lives	20 years

XML

Long-term assets - E.1.3. Movement in intangible assets (Details) $ in Millions, $ in Millions				1 Months Ended		12 Months Ended
	Jan. 08, 2020 USD ($)	Jul. 09, 2019 USD ($)	May 20, 2019 USD ($) installment site	Dec. 31, 2019 USD ($) installment		Dec. 31, 2020 USD ($) installment	Dec. 31, 2019 USD ($) installment		Dec. 31, 2020 COP ($) installment
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Intangible assets, net				$ 3,195	[1]	$ 3,403	$ 3,195	[1]
Additions						520	202
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						3,195	2,346
Change in scope						0	936
Additions						520	202
Amortization charge						(318)	(272)
Impairment						0	(8)
Disposals, net						13	0
Transfers						(16)	33
Transfers to/from assets held for sale							(21)
Exchange rate movements						10	(21)
Closing balance, net				$ 3,195		3,403	$ 3,195
Spectrum
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Useful life measured as period of time, intangible assets other than goodwill			10 years	20 years
Intangible assets, net		$ 8	$ 47			$ 388
Number of payment installments | installment			5	6		12	6		12
Number of sites | site			45
Site cost to be capitalized			$ 20
Intangible asset term		15 years	20 months
Substitute payment				$ 20			$ 20
Intangible asset liability				20			20
Purchase obligation		$ 12
Additions						$ 33
Total notional consideration						$ 710			$ 2,450
Percentage payable in cash						55.00%			55.00%
Percentage to be met by coverage obligations						45.00%			45.00%
Future interest commitments, period of recognition						17 years
Reconciliation of changes in intangible assets and goodwill [abstract]
Additions						$ 33
Goodwill
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions						0	0
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						1,684	1,069
Change in scope						0	623
Additions						0	0
Impairment						0	0
Disposals, net						0	0
Transfers						0	0
Transfers to/from assets held for sale							0
Exchange rate movements						(26)	(7)
Closing balance, net				1,684		1,659	1,684
Licenses
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions						421	101
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						468	318
Change in scope						0	142
Additions						421	101
Amortization charge						(71)	(55)
Impairment						0	(8)
Disposals, net						0	0
Transfers						3	(5)
Transfers to/from assets held for sale							(18)
Exchange rate movements						49	(8)
Closing balance, net				468		870	468
Customer Lists
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions						0	0
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						470	371
Change in scope						0	137
Additions						0	0
Amortization charge						(44)	(37)
Impairment						0	0
Disposals, net						0	0
Transfers						0	0
Transfers to/from assets held for sale							0
Exchange rate movements						(3)	(1)
Closing balance, net				470		423	470
IRUs
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions						0	0
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						107	89
Change in scope						0	10
Additions						0	0
Amortization charge						(13)	(14)
Impairment						0	0
Disposals, net						14	0
Transfers						(18)	23
Transfers to/from assets held for sale							0
Exchange rate movements						(3)	0
Closing balance, net				107		86	107
Trademark
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions						0	0
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						183	282
Change in scope						0	0
Additions						0	0
Amortization charge						(106)	(99)
Impairment						0	0
Disposals, net						0	0
Transfers						0	0
Transfers to/from assets held for sale							0
Exchange rate movements						0	0
Closing balance, net				183		77	183
Other
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions						99	101
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						282	218
Change in scope						0	24
Additions						99	101
Amortization charge						(84)	(67)
Impairment						0	0
Disposals, net						0	0
Transfers						(1)	15
Transfers to/from assets held for sale							(3)
Exchange rate movements						(8)	(4)
Closing balance, net				282		289	282
Cost or valuation
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						4,647
Closing balance, net				4,647		4,953	4,647
Cost or valuation | Goodwill
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						1,684
Closing balance, net				1,684		1,659	1,684
Cost or valuation | Licenses
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						926
Closing balance, net				926		1,305	926
Cost or valuation | Customer Lists
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						688
Closing balance, net				688		630	688
Cost or valuation | IRUs
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						214
Closing balance, net				214		196	214
Cost or valuation | Trademark
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						325
Closing balance, net				325		323	325
Cost or valuation | Other
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						809
Closing balance, net				809		840	809
Accumulated amortization and impairment
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						(1,451)
Closing balance, net				(1,451)		(1,550)	(1,451)
Accumulated amortization and impairment | Goodwill
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						0
Closing balance, net				0		0	0
Accumulated amortization and impairment | Licenses
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						(458)
Closing balance, net				(458)		(435)	(458)
Accumulated amortization and impairment | Customer Lists
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						(218)
Closing balance, net				(218)		(207)	(218)
Accumulated amortization and impairment | IRUs
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						(107)
Closing balance, net				(107)		(111)	(107)
Accumulated amortization and impairment | Trademark
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						(142)
Closing balance, net				(142)		(246)	(142)
Accumulated amortization and impairment | Other
Reconciliation of changes in intangible assets and goodwill [abstract]
Opening balance, net						(527)
Closing balance, net				(527)		$ (550)	$ (527)
Telemovil El Salvador S.A. de C.V. | Spectrum
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions				14
Reconciliation of changes in intangible assets and goodwill [abstract]
Additions				$ 14
Major purchases of assets | Telemovil El Salvador S.A. de C.V. | Spectrum
Disclosure of reconciliation of changes in intangible assets and goodwill [line items]
Additions	$ 20
Reconciliation of changes in intangible assets and goodwill [abstract]
Additions	$ 20

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

XML

Long-term assets - E.1.4. Cash used for the purchase of intangible assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Subclassifications of assets, liabilities and equities [abstract]
Additions	$ 520	$ 202	$ 158
Change in accruals and payables for intangibles	(315)	(32)	(10)
Cash used for additions	$ 202	$ 171	$ 148	[1]

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

XML

Long-term assets - E.1.5. Goodwill (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Disclosure of information for cash-generating units [line items]
Goodwill	$ 1,659	$ 1,684
Panama
Disclosure of information for cash-generating units [line items]
Goodwill	907	907
El Salvador
Disclosure of information for cash-generating units [line items]
Goodwill	194	194
Costa Rica
Disclosure of information for cash-generating units [line items]
Goodwill	115	123
Paraguay
Disclosure of information for cash-generating units [line items]
Goodwill	47	50
Colombia
Disclosure of information for cash-generating units [line items]
Goodwill	173	181
Tanzania (Zantel)
Disclosure of information for cash-generating units [line items]
Goodwill	12	12
Nicaragua
Disclosure of information for cash-generating units [line items]
Goodwill	207	213
Other
Disclosure of information for cash-generating units [line items]
Goodwill	$ 3	$ 3

XML

Long-term assets - E.1.6. Impairment testing of goodwill (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disclosure of information for cash-generating units [line items]
Goodwill impairment testing, period of planning horizon	15 years
Bolivia
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	39.20%	42.00%
Average CAPEX intensity	16.80%	18.40%
Perpetual growth rate	1.00%	1.50%
WACC rate after tax	11.50%	10.70%
Colombia
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	35.70%	34.10%
Average CAPEX intensity	17.70%	17.70%
Perpetual growth rate	2.00%	1.90%
WACC rate after tax	8.30%	8.60%
Costa Rica
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	32.90%	36.30%
Average CAPEX intensity	17.80%	23.30%
Perpetual growth rate	2.00%	1.90%
WACC rate after tax	12.10%	10.10%
El Salvador
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	35.40%	33.40%
Average CAPEX intensity	14.00%	15.20%
Perpetual growth rate	1.00%	0.80%
WACC rate after tax	13.80%	10.70%
Nicaragua
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	45.60%	33.70%
Average CAPEX intensity	15.90%	16.20%
Perpetual growth rate	3.00%	2.00%
WACC rate after tax	13.80%	10.90%
Panama
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	48.20%	42.60%
Average CAPEX intensity	17.50%	14.80%
Perpetual growth rate	1.00%	1.50%
WACC rate after tax	7.60%	8.30%
Paraguay
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	44.30%	46.90%
Average CAPEX intensity	15.60%	16.00%
Perpetual growth rate	1.00%	1.60%
WACC rate after tax	8.40%	9.00%
Tanzania (Zantel)
Disclosure of information for cash-generating units [line items]
Average EBITDA margin	39.50%	31.20%
Average CAPEX intensity	11.70%	12.20%
Perpetual growth rate	1.00%	1.50%
WACC rate after tax	13.80%	14.40%
Perpetual growth rate, measurement input | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	1.00%
Weighted average cost of capital and perpetual growth rate, measurement input | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	1.00%
Weighted average cost of capital, measurement input | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	1.00%
Weighted average cost of capital, measurement input | Colombia | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	0.85%
Weighted average cost of capital, measurement input | El Salvador | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	0.86%
Weighted average cost of capital, measurement input | Nicaragua | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	0.57%
EBITDA Margin, Measurement Input | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	2.00%
EBITDA Margin, Measurement Input | Colombia | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	(1.60%)
EBITDA Margin, Measurement Input | El Salvador | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	(1.47%)
EBITDA Margin, Measurement Input | Nicaragua | Goodwill Impairment Risk
Disclosure of information for cash-generating units [line items]
Reasonably possible change in risk variable, percent	(1.83%)

XML

Long-term assets - E.2.1. Accounting for property, plant and equipment (Details)	12 Months Ended
	Dec. 31, 2020
Buildings
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	40 years
Bottom of range | Networks (including civil works)
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	5 years
Bottom of range | Other
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	2 years
Top of range | Networks (including civil works)
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	15 years
Top of range | Other
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	7 years

XML

Long-term assets - E.2.2. Movements in tangible assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020		Dec. 31, 2019
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	$ 2,899	[1]	$ 2,764
Change in scope			272
Additions	649		719
Impairments/reversal of impairment, net			1
Disposals, net	(13)		(19)
Depreciation charge	(749)		(711)
Asset retirement obligations	19		19
Transfers	24		(24)
Transfers from/(to) assets held for sale	3		(88)
Exchange rate movements	(77)		(34)
Closing balance, net	2,755		2,899	[1]
Cost or valuation
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	7,851
Closing balance, net	7,466		7,851
Accumulated amortization and impairment
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	(4,952)
Closing balance, net	(4,711)		(4,952)
Networks (including civil works)
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	2,212		2,149
Change in scope			201
Additions	31		87
Impairments/reversal of impairment, net			0
Disposals, net	31		(8)
Depreciation charge	(644)		(588)
Asset retirement obligations	17		14
Transfers	588		444
Transfers from/(to) assets held for sale	1		(61)
Exchange rate movements	(62)		(25)
Closing balance, net	2,175		2,212
Networks (including civil works) | Cost or valuation
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	6,655
Closing balance, net	6,423		6,655
Networks (including civil works) | Accumulated amortization and impairment
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	(4,443)
Closing balance, net	(4,248)		(4,443)
Land and Buildings
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	206		175
Change in scope			48
Additions	0		4
Impairments/reversal of impairment, net			0
Disposals, net	(2)		(1)
Depreciation charge	(22)		(13)
Asset retirement obligations	2		5
Transfers	5		4
Transfers from/(to) assets held for sale	1		(14)
Exchange rate movements	(5)		(2)
Closing balance, net	185		206
Land and Buildings | Cost or valuation
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	364
Closing balance, net	329		364
Land and Buildings | Accumulated amortization and impairment
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	(158)
Closing balance, net	(144)		(158)
Construction in Progress
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	355		284
Change in scope			14
Additions	606		612
Impairments/reversal of impairment, net			0
Disposals, net	(2)		(6)
Depreciation charge	0		0
Asset retirement obligations	0		0
Transfers	(644)		(537)
Transfers from/(to) assets held for sale	0		(7)
Exchange rate movements	(7)		(6)
Closing balance, net	308		355
Construction in Progress | Cost or valuation
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	355
Closing balance, net	308		355
Construction in Progress | Accumulated amortization and impairment
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	0
Closing balance, net	0		0
Other
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	127		156
Change in scope			9
Additions	11		16
Impairments/reversal of impairment, net			1
Disposals, net	(41)		(3)
Depreciation charge	(83)		(110)
Asset retirement obligations	0		0
Transfers	75		64
Transfers from/(to) assets held for sale	0		(5)
Exchange rate movements	(2)		(1)
Closing balance, net	87		127
Other | Cost or valuation
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	477
Closing balance, net	407		477
Other | Accumulated amortization and impairment
Reconciliation of changes in property, plant and equipment [abstract]
Opening balance, net	(351)
Closing balance, net	$ (320)		$ (351)

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

XML

Long-term assets - E.2.3. Cash used for the purchase of tangible assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Subclassifications of assets, liabilities and equities [abstract]
Additions	$ 649	$ 719	$ 698
Change in advances to suppliers	(4)	1	2
Change in accruals and payables for property, plant and equipment	(22)	17	(25)
Finance leases	(1)	(1)	(43)
Cash used for additions	$ 622	$ 736	$ 632	[1]

[1] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

XML

Long-term assets - E.3 Leases (Details) - USD ($) $ in Millions		4 Months Ended		12 Months Ended
		Dec. 31, 2019		Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018
Right-of-Use Assets [Roll Forward]
Opening balance, net	[1]			$ 1,012
Change in scope				0	$ 212
Additions		$ 30		86	102
Modifications				(8)	11
Impairments				(1)	(1)
Disposals				(12)	(10)
Depreciation				(155)	(141)
Asset retirement obligations				0	0
Transfers				4	1
Transfers to/from assets held for sale					(9)
Exchange rate movements				(32)	(10)
Closing balance, net		1,012	[1]	895	1,012	[1]
Gains or losses arising from sale and leaseback transactions				0	5		$ 61
Income from tower deal transactions				0	22		141
Colombia
Right-of-Use Assets [Roll Forward]
Decrease in lease liabilities				45
Decrease in right-of-use assets				45
Land and buildings
Right-of-Use Assets [Roll Forward]
Opening balance, net				148
Change in scope				0	3
Additions				41	25
Modifications				9	6
Impairments				(1)	(1)
Disposals				(10)	(4)
Depreciation				(38)	(35)
Asset retirement obligations				0	0
Transfers				0	0
Transfers to/from assets held for sale					(1)
Exchange rate movements				(3)	0
Closing balance, net		148		147	148
Sites rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				101
Change in scope				0	58
Additions				2	4
Modifications				10	(2)
Impairments				0	0
Disposals				(1)	(4)
Depreciation				(17)	(16)
Asset retirement obligations				1	0
Transfers				0	0
Transfers to/from assets held for sale					(5)
Exchange rate movements				(2)	(2)
Closing balance, net		101		93	101
Tower rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				729
Change in scope				0	130
Additions				23	67
Modifications				(27)	7
Impairments				0	0
Disposals				0	(1)
Depreciation				(88)	(86)
Asset retirement obligations				0	0
Transfers				(2)	1
Transfers to/from assets held for sale					(3)
Exchange rate movements				(27)	(7)
Closing balance, net		729		607	729
Other network equipment
Right-of-Use Assets [Roll Forward]
Opening balance, net				15
Change in scope				0	13
Additions				18	2
Modifications				(1)	0
Impairments				0	0
Disposals				(1)	0
Depreciation				(8)	0
Asset retirement obligations				0	0
Transfers				5	0
Transfers to/from assets held for sale					0
Exchange rate movements				0	0
Closing balance, net		15		31	15
Capacity
Right-of-Use Assets [Roll Forward]
Opening balance, net				16
Change in scope				0	8
Additions				1	1
Modifications				0	0
Impairments				0	0
Disposals				0	0
Depreciation				(1)	(2)
Asset retirement obligations				0	0
Transfers				0	0
Transfers to/from assets held for sale					0
Exchange rate movements				0	0
Closing balance, net		16		14	16
Other
Right-of-Use Assets [Roll Forward]
Opening balance, net				3
Change in scope				0	0
Additions				1	1
Modifications				0	0
Impairments				0	0
Disposals				0	0
Depreciation				(2)	(2)
Asset retirement obligations				(1)	0
Transfers				1	0
Transfers to/from assets held for sale					0
Exchange rate movements				0	0
Closing balance, net		3		2	3
Cost or valuation
Right-of-Use Assets [Roll Forward]
Opening balance, net				1,250
Closing balance, net		1,250		1,238	1,250
Cost or valuation | Land and buildings
Right-of-Use Assets [Roll Forward]
Opening balance, net				181
Closing balance, net		181		206	181
Cost or valuation | Sites rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				119
Closing balance, net		119		127	119
Cost or valuation | Tower rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				905
Closing balance, net		905		839	905
Cost or valuation | Other network equipment
Right-of-Use Assets [Roll Forward]
Opening balance, net				18
Closing balance, net		18		42	18
Cost or valuation | Capacity
Right-of-Use Assets [Roll Forward]
Opening balance, net				19
Closing balance, net		19		18	19
Cost or valuation | Other
Right-of-Use Assets [Roll Forward]
Opening balance, net				8
Closing balance, net		8		6	8
Accumulated depreciation and impairment
Right-of-Use Assets [Roll Forward]
Opening balance, net				(238)
Closing balance, net		(238)		(343)	(238)
Accumulated depreciation and impairment | Land and buildings
Right-of-Use Assets [Roll Forward]
Opening balance, net				(34)
Closing balance, net		(34)		(59)	(34)
Accumulated depreciation and impairment | Sites rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				(18)
Closing balance, net		(18)		(34)	(18)
Accumulated depreciation and impairment | Tower rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				(176)
Closing balance, net		(176)		(232)	(176)
Accumulated depreciation and impairment | Other network equipment
Right-of-Use Assets [Roll Forward]
Opening balance, net				(2)
Closing balance, net		(2)		(12)	(2)
Accumulated depreciation and impairment | Capacity
Right-of-Use Assets [Roll Forward]
Opening balance, net				(3)
Closing balance, net		(3)		(4)	(3)
Accumulated depreciation and impairment | Other
Right-of-Use Assets [Roll Forward]
Opening balance, net				(5)
Closing balance, net		(5)		(3)	(5)
Increase (decrease) due to application of IFRS 16
Right-of-Use Assets [Roll Forward]
Opening balance, net				1,012	856
Closing balance, net		1,012			1,012		856
Increase (decrease) due to application of IFRS 16 | Land and buildings
Right-of-Use Assets [Roll Forward]
Opening balance, net				148	154
Closing balance, net		148			148		154
Increase (decrease) due to application of IFRS 16 | Sites rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				101	67
Closing balance, net		101			101		67
Increase (decrease) due to application of IFRS 16 | Tower rental
Right-of-Use Assets [Roll Forward]
Opening balance, net				729	623
Closing balance, net		729			729		623
Increase (decrease) due to application of IFRS 16 | Other network equipment
Right-of-Use Assets [Roll Forward]
Opening balance, net				16	0
Closing balance, net		16			16		0
Increase (decrease) due to application of IFRS 16 | Capacity
Right-of-Use Assets [Roll Forward]
Opening balance, net				15	9
Closing balance, net		15			15		9
Increase (decrease) due to application of IFRS 16 | Other
Right-of-Use Assets [Roll Forward]
Opening balance, net				$ 3	4
Closing balance, net		$ 3			$ 3		$ 4

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Long-term assets - E.4.2. Millicom's assets held for sale (Details) - USD ($) $ in Millions				6 Months Ended	12 Months Ended
	Jun. 26, 2019	Apr. 27, 2018	Dec. 19, 2017	Jun. 26, 2019	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Total liabilities directly associated with assets held for sale					$ 0	$ 0	[1]
Foreign exchange gain (loss)					(69)	(32)		$ (40)
Cash and cash equivalents					0	9		(6)	[2]
Discontinued operations [Abstract]
Cost of sales					(1,171)	(1,201)		(1,117)	[3]
Operating expenses					(1,505)	(1,604)		(1,616)	[3]
Depreciation and amortization					(1,208)	(1,100)		(803)
Other operating income (expenses), net					(12)	(34)		75	[3]
Operating profit					446	575		640	[3]
Other non-operating (expenses) income, net					(106)	227		(39)	[3]
Profit (loss) before taxes from continuing operations					(271)	218		119	[3]
Net profit/(loss) from discontinuing operations					(12)	57		(33)	[3]
Total assets of held for sale
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Total assets of disposal group held for sale					1	5
Total liabilities directly associated with assets held for sale					0	0
Net assets held for sale / book value					1	5
Discontinued operations
Discontinued operations [Abstract]
Revenue					0	50		189
Cost of sales					0	(14)		(51)
Operating expenses					(4)	(29)		(83)
Depreciation and amortization					0	(11)		(27)
Other operating income (expenses), net					0	0		(9)
Gain (loss) on disposal of discontinued operations					0	(74)		29
Other expenses linked to the disposal of discontinued operations					(9)	(10)		(10)
Operating profit					(12)	61		(21)
Interest income (expense), net					0	(2)		(6)
Other non-operating (expenses) income, net					0	0		(2)
Profit (loss) before taxes from continuing operations					(12)	59		(29)
Credit (charge) for taxes, net					0	(2)		(4)
Net profit/(loss) from discontinuing operations					(12)	57		(33)
Cash flows from discontinued operations [abstract]
Cash from (used in) operating activities, net					0	(8)		(38)
Cash from (used in) investing activities, net					0	5		8
Cash from (used in) financing activities, net					0	7		$ 11
Discontinued operations | Discontinued Operations - Chad
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Cash consideration	$ 110
Costs of disposal	4			$ 4
Foreign exchange gain (loss)	(8)
Net gain on disposal of discontinued operations	70
Discontinued operations [Abstract]
Gain (loss) on disposal of discontinued operations	(77)
Net profit/(loss) from discontinuing operations				(5)
Discontinued operations | Discontinued Operations - Senegal
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Cash consideration		$ 151
Discontinued operations [Abstract]
Gain (loss) on disposal of discontinued operations		$ (6)
Discontinued operations | Discontinued Operations - Rwanda
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Cash consideration			$ 51
Deferred cash payment due to be received			18
Earn-outs not recognized			$ 7
Discontinued operations [Abstract]
Gain (loss) on disposal of discontinued operations						32
Discontinued operations | Total assets of held for sale | Discontinued Operations, Towers Colombia
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Total assets of disposal group held for sale					1	2
Discontinued operations | Total assets of held for sale | Discontinued Operations, Towers El Salvador
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Total assets of disposal group held for sale					0	1
Discontinued operations | Total assets of held for sale | Discontinued Operations, Towers Zantel
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Total assets of disposal group held for sale					$ 0	$ 1
Discontinued operations | Total assets of held for sale | Discontinued Operations - Chad
Disclosure Of Detailed Information About Assets Classified As Held For Sale [Line Items]
Total assets of disposal group held for sale	168			168
Total liabilities directly associated with assets held for sale	140			140
Net assets held for sale / book value	28			28
Intangible assets, net	18			18
Property, plant and equipment, net	89			89
Right of use assets	9			9
Other non-current assets	8			8
Current assets	34			34
Cash and cash equivalents	9			9
Non-current financial liabilities	8			8
Current liabilities	$ 131			$ 131

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

[2] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

[3] 2018 was not restated for the application of IFRS 16, as the Group elected the modified retrospective approach.

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Other assets and liabilities F.1. Trade receivables (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	$ 351	$ 371	[1]
Neither past due nor impaired
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	216	241
Gross
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	649	636
Provisions
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	(298)	(265)
30–90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	90	88
Greater than 90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	45	43
Telecom operators
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	25	40
Telecom operators | Neither past due nor impaired
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	15	23
Telecom operators | 30–90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	7	9
Telecom operators | Greater than 90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	3	8
Own customers
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	266	270
Own customers | Neither past due nor impaired
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	167	177
Own customers | 30–90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	65	63
Own customers | Greater than 90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	34	29
Others
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	60	60
Others | Neither past due nor impaired
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	34	40
Others | 30–90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	19	15
Others | Greater than 90 days | Past due (net of impairments)
Disclosure of financial assets that are either past due or impaired [line items]
Trade receivables, net	$ 8	$ 5

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Other assets and liabilities F.2. Inventories (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Subclassifications of assets, liabilities and equities [abstract]
Telephone and equipment	$ 23	$ 18
SIM cards	4	3
IRUs	0	3
Other	10	9
Inventory	$ 37	$ 32	[1]

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Other assets and liabilities F.3. Trade payables (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Subclassifications of assets, liabilities and equities [abstract]
Trade payables	$ 46	$ 40

XML

Other assets and liabilities F.4.1. Current provisions and other liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Subclassifications of assets, liabilities and equities [abstract]
Deferred revenue	$ 78	$ 77
Customer deposits	14	14
Current legal provisions	22	36
Tax payables	72	74
Customer and MFS distributor cash balances	186	141
Withholding tax on payments to third parties	6	15
Other provisions	0	3
Other current liabilities	133	113
Total	511	474	[1]
Provision for tax risk not related to income tax	$ 38	$ 44

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Other assets and liabilities F.4.2. Non-current provisions and other liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Subclassifications of assets, liabilities and equities [abstract]
Non-current legal provisions	$ 30	$ 18
Long-term portion of asset retirement obligations	107	96
Long-term portion of deferred income on tower sale and leasebacks recognized under IAS 17	57	68
Long-term employment obligations	67	71
Other non-current liabilities	67	68
Non-current provisions	$ 328	$ 322	[1]

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Other assets and liabilities F.5. Assets and liabilities related to contract with customers (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Contract Assets [Line Items]
Contract assets, net	$ 31	$ 41	[1]
Contract liabilities [abstract]
Short-term portion	90	82	[1]
Revenue that was included in contract liability balance at beginning of period	82	87
Transaction price allocated to remaining performance obligations	59
Contract Costs, Net [Roll Forward]
Contract costs, net, beginning of period	5	5
Contract costs capitalized	1	7
Amortisation, assets recognised from costs incurred to obtain or fulfil contracts with customers	(1)	(6)
Contract costs, net, end of period	5	4
Gross Carrying Amount, Non-current
Contract Assets [Line Items]
Contract assets, net	6	6
Gross Carrying Amount, Current
Contract Assets [Line Items]
Contract assets, net	28	37
Provisions
Contract Assets [Line Items]
Contract assets, net	(2)	(2)
Current contract liabilities
Contract liabilities [abstract]
Long-term portion	2	1
Short-term portion	89	81
Total	90	$ 82
2020
Contract liabilities [abstract]
Transaction price allocated to remaining performance obligations	59
2021
Contract liabilities [abstract]
Transaction price allocated to remaining performance obligations	$ 1

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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Additional disclosure items G.1 Fees to auditors (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Auditor's remuneration [abstract]
Audit fees	$ 5.8	$ 6.8	$ 6.7
Audit related fees	0.5	1.3	0.4
Tax fees	0.1	0.1	0.2
Other fees	0.1	0.6	0.6
Total	$ 6.4	$ 8.8	$ 7.7

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Additional disclosure items G.2.1. Capital commitments (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Capital Commitments [Line Items]
Capital commitments	$ 564	$ 122
1 year
Capital Commitments [Line Items]
Capital commitments	400	102
Joint ventures
Capital Commitments [Line Items]
Capital commitments	69	52
Joint ventures | 1 year
Capital Commitments [Line Items]
Capital commitments	$ 52	$ 51

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Additional disclosure items G.3.1. Litigation and legal risks (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Disclosure of contingent liabilities [line items]
Legal proceedings provision	$ 45	$ 30
Joint ventures
Disclosure of contingent liabilities [line items]
Legal proceedings provision	3	3
Legal proceedings contingent liability
Disclosure of contingent liabilities [line items]
Estimated financial effect of contingent liabilities	288	204
Legal proceedings contingent liability | Joint ventures
Disclosure of contingent liabilities [line items]
Estimated financial effect of contingent liabilities	$ 14	$ 4

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Additional disclosure items G.3.2. Tax related risks and uncertain tax position (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Disclosure of other provisions [line items]
Uncertain tax positions, remote risk	20.00%
Uncertain tax positions, probable risk	50.00%
Provision for taxes other than income tax
Disclosure of other provisions [line items]
Other provisions	$ 77	$ 50
Tax contingent liability
Disclosure of other provisions [line items]
Estimated financial effect of contingent liabilities	339	300
Joint ventures | Provision for taxes other than income tax
Disclosure of other provisions [line items]
Other provisions	7	4
Joint ventures | Tax contingent liability
Disclosure of other provisions [line items]
Estimated financial effect of contingent liabilities	$ 69	$ 49
Bottom of range
Disclosure of other provisions [line items]
Uncertain tax positions, possible risk	21.00%
Top of range
Disclosure of other provisions [line items]
Uncertain tax positions, possible risk	49.00%

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Additional disclosure items G.4. Non-cash investing and financing activity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Additional information [abstract]
Acquisition of property, plant and equipment, including (finance) leases	$ (27)	$ 17	$ (65)
Asset retirement obligations	19	19	15
(Finance) Leases	(1)	(1)	(43)
Share based compensation	$ 24	$ 27	$ 21

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Additional disclosure items G.5. Related party balances and transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019		Dec. 31, 2018	Oct. 31, 2020	Nov. 14, 2019	Dec. 31, 2015
Expenses from transactions with related parties
Other expenses	$ (57,000,000)	$ (10,000,000)		$ (1,000,000)
Total	(310,000,000)	(412,000,000)		(244,000,000)
Income and gains from transactions with related parties
Other revenue	2,000,000	3,000,000		2,000,000
Total	343,000,000	322,000,000		303,000,000
LIABILITIES
Total	356,000,000	531,000,000
Amounts due to non-controlling interests, associates and joint ventures	29,000,000	337,000,000	[1]
Amounts receivable	299,000,000	73,000,000
Current receivables due from related parties	206,000,000	29,000,000	[1]
Non-current receivables due from related parties	90,000,000	39,000,000	[1]
Gain (loss) on disposal of equity investments	25,000,000	(32,000,000)		0
6.875% Senior Notes | Guatemala joint ventures
LIABILITIES
Borrowings face amount							$ 800,000,000
6.875% Senior Notes | Guatemala joint ventures | Fixed interest rate
LIABILITIES
Borrowings, interest rate							6.875%
Other related parties
LIABILITIES
Total	1,000,000	0
Amounts receivable	5,000,000	4,000,000
Kinnevik | Principal shareholder
Disclosure of transactions between related parties [line items]
Shareholder ownership percentage						37.00%
LIABILITIES
Shareholder ownership percentage						37.00%
Miffin | Entities with joint control or significant influence over entity
Expenses from transactions with related parties
Purchases of goods and services	(216,000,000)	(214,000,000)		(175,000,000)
Income and gains from transactions with related parties
Sale of goods and services	15,000,000	13,000,000		17,000,000
Guatemala joint ventures | Joint ventures where entity is venturer
LIABILITIES
Total	231,000,000	361,000,000
Amounts due to non-controlling interests, associates and joint ventures	29,000,000
Amounts receivable	206,000,000	11,000,000
Guatemala joint ventures | Joint ventures where entity is venturer | Loan
LIABILITIES
Receivables due from related parties					$ 193,000,000
Current receivables due from related parties	39,000,000
Shareholder loan interest rate					4.00%
Honduras joint ventures | Joint ventures where entity is venturer
LIABILITIES
Total	103,000,000	133,000,000
Amounts receivable	84,000,000	11,000,000
Honduras joint ventures | Joint ventures where entity is venturer | Sale Of Shares Consideration Receivable
LIABILITIES
Receivables due from related parties	79,000,000
Non-current receivables due from related parties	51,000,000
Gain (loss) on disposal of equity investments	$ 4,000,000
Realized gain on investors' interests in the joint venture	33.33%
EPM | Entities with joint control or significant influence over entity
LIABILITIES
Total	$ 20,000,000	37,000,000
Amounts receivable	3,000,000	3,000,000
EPM | Joint ventures where entity is venturer
Expenses from transactions with related parties
Purchases of goods and services	(37,000,000)	(42,000,000)		(40,000,000)
Income and gains from transactions with related parties
Sale of goods and services	327,000,000	306,000,000		284,000,000
Panama Non-Controlling Interest | Entities with joint control or significant influence over entity
LIABILITIES
Total	1,000,000	0
Helios Towers Africa Ltd (HTA)
Expenses from transactions with related parties
Lease of towers and related services from HTA	0	(146,000,000)		$ (28,000,000)
Panama
LIABILITIES
Amounts receivable	1,000,000	0
Ghana
LIABILITIES
Amounts receivable	0	$ 43,000,000
Impairment loss recognised in profit or loss, trade receivables	$ 45,000,000
Colombia | EPM
Disclosure of transactions between related parties [line items]
Percentage ownership held by non-controlling interest	50.00%
LIABILITIES
Percentage ownership held by non-controlling interest	50.00%
Cable Onda S.A | Cable Onda Partners
Disclosure of transactions between related parties [line items]
Percentage ownership held by non-controlling interest	20.00%
LIABILITIES
Percentage ownership held by non-controlling interest	20.00%
Telefonica Moviles Panama | Cable Onda Partners
Disclosure of transactions between related parties [line items]
Percentage ownership held by non-controlling interest	20.00%
LIABILITIES
Percentage ownership held by non-controlling interest	20.00%

[1] The consolidated statement of financial position at December 31, 2019 has been restated after finalization of the purchase accounting of our acquisitions in Nicaragua and Panama (note A.1.2.).

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IPO - Millicom's operations in Tanzania (Details)	1 Months Ended
	Jun. 30, 2016
Tigo Tanzania
Disclosure of classes of share capital [line items]
Percentage of outstanding capital required to be sold in public offering	25.00%

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Subsequent events (Details) $ in Millions, $ in Millions	Feb. 16, 2021 USD ($)	Feb. 11, 2021 USD ($)	Feb. 16, 2021 COP ($)
2026, 2068 And 2029 Notes | Exercise Right To Call Outstanding Principal
Disclosure of non-adjusting events after reporting period [line items]
Percent of borrowing outstanding called		10.00%
Redemption percent premium		103.00%
Repayments of non-current borrowings		$ 180
February 2021 UNE Bond With 3 Maturities | Colombia Bond Issuance
Disclosure of non-adjusting events after reporting period [line items]
Borrowings face amount	$ 138		$ 485,680
Une Serie 7 Years 5.56% Fixed Bond | Colombia Bond Issuance
Disclosure of non-adjusting events after reporting period [line items]
Borrowings term	7 years
Borrowings, interest rate	5.56%		5.56%
Une Serie 10 Years At CPI Plus 2.61% Margin Bond | Colombia Bond Issuance
Disclosure of non-adjusting events after reporting period [line items]
Borrowings term	10 years
Adjustment to interest rate basis	2.61%		2.61%
Une 15 Years At CPI Plus 3.18% Margin Bond | Colombia Bond Issuance
Disclosure of non-adjusting events after reporting period [line items]
Borrowings term	15 years
Adjustment to interest rate basis	3.18%		3.18%

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Label	Element	Value
Cumulative Adjustment Arising From Change In Measurement Attribute, Initial Application Of IFRS Standard	tigo_CumulativeAdjustmentArisingFromChangeInMeasurementAttributeInitialApplicationOfIFRSStandard	$ 6,000,000
Retained earnings [member]
Cumulative Adjustment Arising From Change In Measurement Attribute, Initial Application Of IFRS Standard	tigo_CumulativeAdjustmentArisingFromChangeInMeasurementAttributeInitialApplicationOfIFRSStandard	10,000,000	[2]
Non-controlling interests [member]
Cumulative Adjustment Arising From Change In Measurement Attribute, Initial Application Of IFRS Standard	tigo_CumulativeAdjustmentArisingFromChangeInMeasurementAttributeInitialApplicationOfIFRSStandard	(4,000,000)
Equity attributable to owners of parent [member]
Cumulative Adjustment Arising From Change In Measurement Attribute, Initial Application Of IFRS Standard	tigo_CumulativeAdjustmentArisingFromChangeInMeasurementAttributeInitialApplicationOfIFRSStandard	$ 10,000,000

[1] “IFRS 15, “Revenue from contracts with customers” and IFRS 9, “Financial Instruments” were adopted effective January 1, 2018 using the modified retrospective method. The impact of adoption was recorded as an adjustment to retained profits.

[2] Retained profits – includes profit for the year attributable to equity holders, of which $310 million (2019: $306 million; 2018: $324 million) are not distributable to equity holders.