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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2025.

_____________________ 

Commission File Number: 001-38763

MILLICOM INTERNATIONAL CELLULAR S.A.

(Exact Name of Registrant as Specified in Its Charter)

8400 NW 36^th Street, Suite 530

Doral, FL 33166

United States

(Address of principal executive office)

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

Form 20-F x Form 40-F ¨

MILLICOM INTERNATIONAL CELLULAR S.A.

INDEX TO FURNISHED MATERIAL

Item

Item 1

Millicom International Cellular S.A.

For the six-month period ended June 30, 2025

August 7, 2025

 

Contents

 

Interim Management Report

Purpose

This half-year report for the six-month period ended June 30, 2025 has been prepared in accordance with the requirements of Article 4 of the Luxembourg Transparency Law of 11 January 2008, and should be read in conjunction with the annual report of Millicom International Cellular S.A. ("Millicom" or "the Company") for the year ended December 31, 2024 (including the consolidated financial statements included therein) and the unaudited interim condensed consolidated financial statements included in this half-year report.

Cautionary statement considering forward-looking statements

Statements included herein that are not historical facts, including without limitation statements concerning future strategy, plans, objectives, expectations and intentions, projected financial results, liquidity, growth and prospects, are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Millicom’s results could be materially adversely affected. In particular, there is uncertainty about global economic activity and inflation, the demand for Millicom's products and services, and global supply chains. The risks and uncertainties include, but are not limited to, the following:

 

A further list and description of risks, uncertainties and other matters can be found in Millicom’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S Securities and Exchange Commission on April 8, 2025 (the "2024 Annual Report"), including those risks outlined in “Item 3. Key Information—D. Risk Factors,” and in Millicom’s subsequent U.S. Securities and Exchange Commission filings, all of which are available at www.sec.gov.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by applicable law, we do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

Group performance

Revenue

Group revenue decreased 6.8% ($199 million) year-on-year to $2,746 million in H1 2025. The decrease is largely due to the impact of weaker currencies in Bolivia (as we adopted the amendments to IAS 21), Colombia and Paraguay,.

Equipment, programming and other direct costs

Equipment, programming and other direct costs decreased at a rate of 14.1% ($104 million) year-on-year to $631 million, mainly due to the impact of weaker currencies and lower costs related to government projects in Panama.

 

Operating expenses

Operating expenses decreased 11.3% ($106 million) year-on-year to $838 million, mainly due to the impact of weaker currencies and the completion of the Group's cost reduction project ("Everest"), implemented in late 2022.

Depreciation and Amortization

Depreciation decreased 6.8% ($32 million) year-on-year to $442 million, mainly driven by foreign exchange impacts and the revision of the estimated useful life of towers and civil works done in H2 2024, partially offset by the 50% depreciation charge coming from our joint-operation (refer to note 4). Amortization expense decreased 6.8% ($11 million) year-on-year to $152 million mainly driven by foreign exchange impacts and to a lesser extent due to the mobile network sharing agreement in Colombia, as we stopped amortizing the related assets held for sale in accordance with IFRS 5 (refer to note 4), prior to their contribution to our joint-operation.

Share of profit in Honduras joint venture

Millicom's share of profit in joint ventures was $26 million in H1 2025, an increase of 4.4% year-on-year reflecting the performance of our joint venture in Honduras.

Other operating income (expenses), net

Other operating income (expenses), net, increased by $56 million year-on-year, mainly due to gains from the Mobile Network sharing agreement in Colombia (refer to note 3).

Financial income/(expense), net

Financial income (expenses), net decreased by $14 million year-on year to $329 million mainly due to lower debt levels and lower bank charges in Bolivia as we adopted amendments to IAS 21, partially offset by the financial income on debt repurchases booked during H2 2024.

Sale of Lati International and Lati Paraguay

Sale of Lati International and Lati Paraguay of $604 million reflects the gain of the partial closing of the sale of LATI International S.A. to SBA and to a lesser extent to the sale of Lati Paraguay to Atis Group (refer to note 3).

Other non-operating (expenses) income, net

Gain from other non-operating items was $9 million in H1 2025 compared to a loss of $16 million in H1 2024 mainly driven by a $6 million reduction in provisions.

Charges for taxes, net

Tax expense was $173 million in H1 2025, increasing from $148 million in H1 2024, mainly due to the effect of higher profitability and the sale of infraestructure.

Net profit/ (loss) for the period

Net profit attributable to the owners of the Company was $869 million or 5.17 per share for H1 2025 compared to a net profit of $170 million or $0.99 per share in H1 2024.

Non-controlling interests share of net profit was $22 million in H1 2025 compared to a net loss of $10 million in H1 2024, reflecting the share of profits/losses of the Group's partners in Tigo Colombia.

Share Capital

At June 30, 2025, Millicom had 169.0 million issued and paid up common shares of par value $1.50 each, following the 3.1 million shares cancellation done at the Extraordinary General Meeting of Shareholders on May 21, 2025 (June 30, 2024: 172.1 million). Out of the 169.0 million issued and paid up common shares, 1,962 thousand were held by the Company as treasury shares (June 30, 2024: 840 thousand). During H1 2025, the Company withheld approximately 273 thousand shares for the settlement of tax obligations on behalf of the employees under the share-based compensation schemes, repurchased 4,216 thousand shares and issued around 1,288 thousand shares to management and directors under the same schemes as part of their annual remuneration.

 

Shareholder remuneration policy

On 14 January, 2025 Millicom's Board announced the approval of a new shareholder remuneration policy under which it proposes to resume regular cash dividends sustaining or growing cash dividends every year while maintaining a prudent capital structure. Following the above mentioned interim dividend:

Risks and uncertainty factors

The global macroeconomic environment became more volatile in Q2, and this impacted the Colombian peso and Paraguayan guarani average foreign exchange rates, which depreciated by around 6% during the quarter on a year-on-year basis. In Bolivia, application of Amendment of IAS 21 as of January 1, 2025, has resulted in a foreign exchange rate of 15.49 on average during Q2, representing a devaluation of 55% year-on-year, impacting results during the period. The scarcity of U.S. dollars in the country has also been impacting inflation, which reached 24.0% for the last twelve-month period ended 30 June 2025, up from 10.0% for the full year 2024 and 2.1% for the full year 2023. As a result, we continue to prioritize the implementation of price increases in that market.

The Group continues to monitor the developments of the aforementioned events and their potential impact on performance and accounting considerations.

Financial risk management objectives and policies

Millicom’s financial risk management policies and objectives remain unchanged compared to what the Group presented in Section D. Financial risk management of the 2024 consolidated financial statements (included in Group's 2024 Annual Report).

Internal controls and Governance in the preparation of the consolidated financial statements are set out in the Governance section from pages 126 to 153 in Group's 2024 Annual Report.

Related-Party transactions

Millicom conducts transactions with certain related parties on normal commercial terms and conditions. Related party transactions are subject to the review of the audit and compliance committee of the Company's board of directors. For further details on Millicom Group’s material related parties please refer to note G.5. of the 2024 consolidated financial statements (included in Group's 2024 Annual Report).

 

Outlook¹

Millicom continues to target 2025 EFCF of around $750 million and year-end leverage below 2.5x. These targets reflect full year run-rate savings expected from efficiency measures implemented during 2024 and lower expected restructuring costs in 2025, partially offset by the impact of weaker projected foreign exchange rates and potential legal settlements. The targets exclude the impact of inorganic initiatives, such as proceeds related to the sale of Lati International and other assets.

Subsequent events

Special interim cash dividend.

On August 6, 2025, Millicom's Board approved a special interim dividend of $2.50 per share. The dividend will be distributed in two equal installments of $1.25 per share, on October 15, 2025 and April 15, 2026.

Financing

El Salvador

On July 30, 2025, El Salvador entered into a five-year variable loan for $150 million with the IDB and Bladex Bank. The proceeds of the new facility have been used to repay the outstanding syndicated facility with Scotia Bank; the remaining amount will be used to repay certain loans with companies of the Millicom Group and/or to finance or reimburse capital expenditure of goods.

Guatemala

On July 14, 2025, Guatemala entered into a five-year variable loan with Banrural for GTQ 400 million (approximately $52 million at the date of the transaction).

Paraguay

On July 31, 2025, Paraguay issued a three-year local bonds at a 10% fixed-rate for a total amount of PYG42,000 million (approximately $6 million at the date of the transaction).

/s/ Maxime Lombardini

Chair of the Board of Directors

Luxembourg, August 7, 2025

__________________

¹ Equity Free Cash Flow ('EFCF') and leverage are non-IFRS measures. Please refer to our 2024 Annual Report for a list and description of non-IFRS measures.

 

Responsibility Statement

The Board of Directors and the executive management of the company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the consolidated financial position of the Group with reasonable accuracy at any time, and ensuring that an appropriate system of internal controls is in place to ensure that the Group’s business operations are carried on efficiently and transparently.

In accordance with Article 4 of the law of January 11, 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Millicom declares that, to the best of our knowledge, the interim condensed consolidated financial statements for the six-month period ended June 30, 2025, prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted for use in the European Union, give a true and fair view of the assets, liabilities, financial position and results of the interim period.

In addition, management’s report includes a fair review of the development and performance of the Group’s operations during the interim period and of business risks, where appropriate, faced by the Group.

Signed on August 7, 2025

On behalf of Millicom International Cellular S.A., by:

/s/ Marcelo Benitez

Chief Executive Officer

/s/ Bart Vanhaeren

Chief Financial Officer

To the Shareholders of,

Millicom International Cellular S.A.

148-150 Boulevard de la Pétrusse

L–2330 Luxembourg

Luxembourg

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction

We have reviewed the accompanying interim condensed consolidated financial statements of Millicom International Cellular S.A., its subsidiaries, and joint ventures (the “Group”) as of 30 June 2025, which comprise the interim condensed consolidated statement of financial position as at 30 June 2025, the related interim condensed consolidated statement of income, the interim condensed consolidated statement of comprehensive income, the interim condensed consolidated statements of changes in equity, the interim condensed consolidated statement of cash flows for the six-month period then ended and notes to the interim condensed consolidated financial statements. Management is responsible for the preparation and fair presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard 34, Interim Financial Reporting, (“IAS 34”) as adopted by the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34, ‘Interim Financial Reporting’ as adopted by the European Union.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

Unaudited interim condensed consolidated statement of income for the three- and six-month period ended June 30, 2025

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Unaudited interim condensed consolidated statement of comprehensive income for the three- and six-month period ended June 30, 2025

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Unaudited interim condensed consolidated statement of financial position as at June 30, 2025

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Unaudited interim condensed consolidated statement of financial position as at June 30, 2025 (continued)

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Unaudited interim condensed consolidated statement of cash flows for the six-month period ended June 30, 2025

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Unaudited interim condensed consolidated statements of changes in equity for the six-month period ended June 30, 2025

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Notes to the unaudited interim condensed consolidated financial statements

1. GENERAL INFORMATION

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

On August 6, 2025, the Board of Directors authorized these unaudited interim condensed consolidated financial statements for issuance.

2. SUMMARY OF ACCOUNTING POLICIES

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

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the period ended December 31, 2024, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB and in conformity with IFRS as adopted by the EU. These financial statements are prepared in accordance with consolidation and accounting policies consistent with the December 31, 2024 consolidated financial statements.

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

Foreign currency

In accordance with the Amendments to IAS 21, 'The Effects of Changes in Foreign Exchange Rates', effective as of January 1, 2025, the Group evaluated the exchangeability of the Bolivia Boliviano (BOB). Based on this evaluation, the Group determined that the BOB was not exchangeable and, accordingly, applied alternative estimated exchange rates, in compliance with the requirements of the amended standard. See further details below.

As of the date of the initial application of the amendment referred above, the estimated exchange rate was 11.32 BOB per U.S. dollar. In turn, the official reference exchange rate was 6.91 BOB per US dollar as of January 1, 2025.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

2. SUMMARY OF ACCOUNTING POLICIES (Continued)

On January 1, 2025, the group adopted the Amendments to IAS 21, 'The Effects of Changes in Foreign Exchange Rates' resulting in a negative impact of $70 million on remeasurement of monetary and non-monetary items and a negative translation into presentation currency (USD) effect of $118 million, totaling $188 million negative effect included in a single line item, titled "Adjustment on adoption of Amendment to IAS 21", in the Group's consolidated statements of changes in equity for the six-month period ended June 30, 2025.

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

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

Acquisitions or disposals for the six-month period ended June 30, 2025

Colombia Acquisition - Definitive purchase agreement with Telefonica

Pursuant to the announcement on July 31, 2024, Millicom and Telefonica, on March 12, 2025, have entered into a definitive agreement for the acquisition by Millicom of Telefonica’s controlling 67.5% equity stake in Coltel, subject to closing conditions including regulatory approvals. Millicom has also agreed to offer to purchase the remaining 32.5% of Coltel equity owned by La Nación and other investors at the same purchase price per share offered to Telefonica. In line with the prior announcement, the purchase price of $400 million is subject to customary adjustments for net debt evolution, working capital and changes in foreign exchange rates, and as of September 30, 2024, would be $362 million.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

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

Uruguay Acquisition - Definitive purchase agreement with Telefonica

On May 21, 2025, Millicom announced it has entered into a definitive agreement to acquire 100% of Telefónica Móviles del Uruguay S.A. for an enterprise value of USD 440 million. The transaction is subject to regulatory approvals and other closing conditions.

Ecuador Acquisition - Definitive purchase agreement with Telefonica

On June 13, 2025, Millicom International Cellular S.A. (“Millicom”) has signed a definitive agreement to acquire Telefónica’s telecommunications operations in Ecuador in a transaction valued at USD 380 million. The transaction is subject to regulatory approvals and other closing conditions.

Lati Disposal - Lati International S.A and other assets to SBA (Central America) and Lati Paraguay Disposal to Atis Group

On October 28, 2024, Millicom agreed to sell Lati International, S.A. and other assets encompassing a portfolio of more than 7,000 towers in Central America to SBA Communications Corp. We have also entered into other agreements including a 15-year leaseback for the sites, and a new build-to-suit agreement under which SBA will build up to 2,500 additional sites for Millicom in the same markets.

As part of the other assets portfolio sale described above, Tigo Nicaragua transferred most of the towers to SBA for a total gross consideration of approximately $49 million. The tower transfer qualifies as a sale under IFRS 15. Under IFRS 16, Tigo Nicaragua recognized only the gain on the portion of rights transferred, for approximately $17 million, under ‘Other operating income (expenses), net’, since it continues to use a percentage of the towers economic benefit via the leaseback.

On June 13, 2025, Millicom announced a partial closing of the above mentioned transaction through the sale of LATI International S.A., the Luxembourg-based holding company for Millicom’s mobile passive infrastructure assets and auxiliary agreements like build to suit, corporate guarantees, exclusivity or other agreements. As per the sale agreement, the initial sale price might be adjusted to consider some net adjustment amounts determined in the “Final Closing Statement". Millicom may also be subject to an earn-out consideration, subject to certain conditions. Should the price adjustments prove insufficient, Millicom may be required to make additional provisions. Conversely, the company may be entitled to receive additional consideration under ear-out arrangements, depending on the achievement of certain conditions or performance targets. As of June 30, 2025, the remainder of this transaction still not meeting the IFRS 5: "Non-current Assets Held for Sale and Discontinued Operations" criteria.

In addition to the transactions with SBA, Millicom sold Lati Paraguay to Atis Group on June 3, 2025.

To date, completed closings have generated approximately $546 million in net proceeds, and a receivable of $144 million. The remainder of the transaction expected to close in Q3 2025, subject to necessary regulatory approvals and other closing conditions (which the Group is still awaiting in order to complete the disposal). The transactions with SBA and Atis resulted in a gain on sale of of $604 million, recognized under "Sale of Lati International and Lati Paraguay" in the consolidated statement of income.

Following the partial closing with SBA and the closing with Atis mentioned above, Millicom 's subsidiaries recognized new Right-of-Use assets and Lease Liabilities for approximately $662 million.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

4. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets held for sale - Summary

Assets held for sale - Towers sales in Colombia

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

The transfer of the towers to Towernex consists of three batches, out of which two batches were completed in 2024 and the third batch for 123 towers should be completed in the second half of the financial year 2025.

Assets held for sale / Disposal Group- Mobile Network sharing agreement in Colombia

On February 26, 2024, Tigo Colombia and Telecomunicaciones S.A. ESP BIC (“ColTel”) signed an agreement to share their mobile networks. The transaction closed on December 20, 2024, with the approval from the Ministry of Information Technology and Communications to transfer in favor of the Temporary Union the permit for the access, use and exploitation of 20 MHz of radioelectric spectrum for the operation of land mobile radiocommunication services in the national territory granted to Colombia Móvil in the Resolution #332 dated February 20, 2020. Simultaneously, both operators contributed their RAN assets to UNIRED, the vehicle established to operate and maintain the unified mobile access network.

This collaboration involves two new joint arrangements. (both qualifying as joint operations, as defined in IFRS 11):

During the first half of 2025, Tigo Colombia derecognised right-of-use assets and liabilities amounting to $71 million and $104 million, respectively, in connection with lease agreements previously classified as assets held for sale in the fourth quarter of 2024. These lease agreements were transferred to UNIRED, the entity that had already assumed the role of lessee under the respective contracts. The net impact of the derecognition resulted in a gain of $33 million, which was recognized in the consolidated statement of profit or loss under ‘Other operating income (expenses), net.’ Additionally, the Tigo Colombia terminated certain lease agreements with deferred gains of $15 million as of December 31, 2024. These gains were accelerated and recognized in full in Q1 2025 within the same line item. As of June 30, 2025 the right-of-use assets and liabilities of UNIRED at Tigo Colombia's share amount to $389 million and $399 million, respectively.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

4. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Continued)

During the first half of 2025, Tigo Colombia derecognised spectrum license assets and liabilities amounting to $266 million and $236 million, respectively, previously classified as assets held for sale. These spectrum license assets and liabilities were transferred to the UT, (with $15 million of difference towards the 50% of the former book value of $133 million recognized as an step-up of spectrum intangible assets). As of June 30, 2025 the spectrum license assets and liabilities of the UT at Tigo Colombia's share amount to $332 million and $300 million, respectively.

In accordance with IFRS 5, certain assets and related liabilities are kept as of June 30, 2025 as "held for sale". These primarily represent spectrum licenses assets and liabilities still pending to be transferred by Tigo Colombia to the UT, with total balances of $324 million and $427 million, respectively. The transfers are expected to be completed by the second half of 2025.

5. SEGMENT INFORMATION

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

As further explained in the 2024 Group's Consolidated Financial Statements, the 'Chief Operating Decision Maker ("CODM") assesses performance and allocates resources, based on individual countries, which are its operating segments. The Honduras joint venture is reviewed by the CODM in a similar manner as for the Group’s controlled operations and is therefore also shown as a separate operating segment at 100%. However, these amounts are subsequently eliminated in order to reconcile with the Group consolidated numbers, as shown in the reconciliations below.

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

Revenue, Service revenue, Adjusted EBITDA, capital expenditures and other segment information for the six-month periods ended June 30, 2025, and 2024 are shown on the below:

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

5. SEGMENT INFORMATION (Continued)

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

5. SEGMENT INFORMATION (Continued)

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

5. SEGMENT INFORMATION (Continued)

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

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

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

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

7. SHAREHOLDER REMUNERATION POLICY AND EARNINGS PER COMMON SHARE

On November 29, 2024, Millicom's Board approved an interim dividend of $1.00 per share (or its equivalent in SEK per SDR) for approximately $172 million paid on January 10, 2025.

On 14 January, 2025 Millicom's Board announced the approval of a new shareholder remuneration policy under which it proposes to resume regular cash dividends sustaining or growing cash dividends every year while maintaining a prudent capital structure. Following the above mentioned interim dividend:

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

7. SHAREHOLDER REMUNERATION POLICY AND EARNINGS PER COMMON SHARE (Continued)

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

8. JOINT ARRANGEMENTS

Tigo Honduras

Joint ventures are businesses over which Millicom exercises joint control as decisions over the relevant activities of each, such as the ability to upstream cash from the joint ventures, require unanimous consent of shareholders. Millicom determines the existence of joint control by reference to joint venture agreements, articles of association, structures and voting protocols of the board of directors of those ventures. Our investments in joint ventures is comprised solely of Honduras.

At June 30, 2025, the equity accounted net assets of our joint venture in Honduras totaled $393 million (December 31, 2024: $373 million). These net assets do not necessarily represent statutory reserves available for distribution as these include consolidation adjustments (such as goodwill and identified assets and assumed liabilities recognized as part of the purchase accounting). Out of these net assets, $3 million (December 31, 2024: $3 million) represent statutory reserves that are unavailable to be distributed to the Group. During the three-month period ended June 30, 2025, Millicom's joint venture in Honduras repatriated cash of $47 million under different forms (June 30, 2024: 42 million).

At June 30, 2025, Millicom had $191 million payable to Honduras joint venture which were mainly comprised of advances and cash pool balances (December 31, 2024: $133 million). In addition, as of June 30, 2025, Millicom had a total receivable from Honduras joint venture of $15 million, (December 31, 2024: $12 million) mainly corresponding to other operating receivables.

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

UNIRED and UT

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operators.

Contribution to the Joint Operations

The following table summarizes the contributions made by Tigo Colombia (from Assets Held for Sale and Liabilities associated with Assets held for Sale) during the period/year ended.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

9. PROPERTY, PLANT AND EQUIPMENT

During the period ended June 30, 2025, Millicom added property, plant and equipment for $257 million (June 30, 2024: $202 million) and received $69 million from disposal of property, plant and equipment, including $49 million from the tower sale and leaseback transaction between Tigo Nicaragua and SBA as detailed in note 3 (June 30, 2024: $40 million). In June 2025, the Group completed the sale of Lati International and Lati Paraguay , resulting in a $63 million decrease in Property Plant and Equipment (see note 3).

10. INTANGIBLE ASSETS

During the year period ended June 30, 2025, Millicom added intangible assets for $48 million of which $19 million related to spectrum and licenses (as of March 19, 2025, Grupo de Comunicaciones Digitales, S.A. was awarded an additional 10 MHz spectrum in the 1900 MHz band for approximately $7 million), and $29 million to additions of other intangible assets (June 30, 2024: $138 million of which $93 million related to spectrum and licenses and $45 million to additions of other intangible assets), and did not received any proceeds from disposal of intangible assets (June 30, 2024: nil).

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

11. FINANCIAL OBLIGATIONS

A. Debt and financing

The most material movements in debt and financing for the period ended June 30, 2025 were as follows. When applicable, local currency amounts are translated in USD using the exchange rate at the time of occurrence.

Bolivia

During the six-month period ended June 30, 2025, the Group operation in Bolivia signed three new two-year fixed loan agreements with different banks (Banco Mercantil and Banco Bisa) for up to BOB 237 million in aggregate (approximately USD 15 million using 15.55 as exchange rate).

Colombia

On April 30, 2025, the Group operation in Colombia signed a three-year loan agreement with Bancolombia for up to COP 85 billion (USD 20 million) at a variable rate, used to partially prepay a loan with BBVA for approximately COP 85 billion (approximately USD 20 million), that matures in September 2025.

Guatemala

During the six-month period ended June 30, 2025, the Group operation in Guatemala entered into a new 7-year term loan with variable rate for approximately GTQ 800 million (approximately USD 104 million) with Banco G&T Continental. Around half of the proceeds were used to prepay GTQ 390 million (approximately USD 50 million) of loans with the same bank that originally matured on 2026.

Honduras

During the six-month period ended June 30, 2025, the Group operation in Honduras signed two seven-year variable loan agreements with Banco Industrial through its filial in Honduras Banco del Pais for a total of USD 41 million. Only USD 21million were withdrawn.

Luxembourg

During the six-month period ended June 30, 2025, MIC SA repaid the COP 144 Bn loan agreement with Inter-American Development Bank for approximately USD 35 million.

Paraguay

On May 8, 2025, the Group operation in Paraguay issued local bonds for a total amount of PYG 100,000 million (approximately USD 13 million) with a maturity of 4 years and at an interest rate of 8.10%. These issuances are part of the local currency Debt Program registered in 2021 for a total amount equivalent to $150 million.

During the six-month period ended June 30, 2025, the Group operation in Paraguay entered into three new 5-year term variable loans with different banks (Banco Continental, Banco Sudameris and Banco Itau) for approximately PYG660 million (approximately $83 million in aggregate).

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

11. FINANCIAL OBLIGATIONS (continued)

B. Analysis of debt and financing by maturity

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

The table below describes the outstanding and maximum exposure under guarantees and the remaining terms of the guarantees as at June 30, 2025 and and December 31, 2024.

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

12. COMMITMENTS AND CONTINGENCIES

Litigation & claims

The Group is contingently liable with respect to lawsuits, legal, regulatory, commercial and other legal risks that arise in the normal course of business. As of June 30, 2025, the total amount of claims brought against MIC SA and its subsidiaries, following a mutual settlement reached in the breach of contract case related to Millicom's termination of the acquisition of Telefonica's Costa Rican business in 2020, is $212 million (December 31, 2024: $209 million). The Group's share of the comparable exposure for its joint venture in Honduras is $8 million (December 31, 2024: $8 million).

As at June 30, 2025, $94 million has been provisioned by the Group for these claims and risks in the unaudited interim condensed consolidated statement of financial position, including the Costa Rica case described in note G.3.1. to the audited consolidated financial statements for the period ended December 31, 2024 (December 31, 2024: $104 million). The Group's share of provisions made by the joint venture was $1 million (December 31, 2024: $1 million). While it is not possible to ascertain the ultimate legal and financial liability with respect to these claims and risks, the ultimate outcome is not anticipated to have a material effect on the Group’s financial position and results of operations.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

12. COMMITMENTS AND CONTINGENCIES (Continued)

In April 2022, we received a subpoena from the DOJ requesting information concerning our business in Guatemala (“Tigo Guatemala”), including information related to the purchase in 2021 of our former joint venture partner’s interest in Tigo Guatemala and information related to any contacts with certain Guatemalan government officials. The subpoena also requested information concerning our operations in other countries in Latin America. In May 2023, we received a second subpoena from the DOJ requesting additional information regarding Tigo Guatemala. We are cooperating with the DOJ. At this time, we cannot predict the ultimate scope, timing or outcome of this matter.

Taxation

At June 30, 2025, the tax risks exposure of the Group's subsidiaries is estimated at $284 million, for which provisions of $40 million have been recorded in tax liabilities; representing management's assessment of the probable cash outflow of eventual claims and required payments related to those risks (December 31, 2024: $304 million of which provisions of $54 million were recorded). The Group's share of comparable tax exposure in its joint venture amounts to $141 million (December 31, 2024: $134 million) for which provisions of $8 million (December 31, 2024: $8 million), were made.

Capital commitments

At June 30, 2025, the Group had fixed commitments to purchase network equipment, other fixed assets and intangible assets of $278 million of which $270 million are due within one year (December 31, 2024: $285 million of which $215 million are due within one year). The Group’s share of commitments in the Honduras joint venture is $32 million of which $32 million are due within one year. (December 31, 2024: $19 million and $19 million respectively). Additionally, the Group's share of commitments in the UNIRED joint operation (see note 3) is $16 million (December 31, 2024: $6 million).

13. FINANCIAL INSTRUMENTS

Other than the items disclosed below, the fair values of financial assets and financial liabilities approximate their carrying values as at June 30, 2025 and December 31, 2024:

Derivative financial instruments

Currency and interest rate swap contracts

MIC SA entered into swap contracts in order to hedge the foreign currency risk in relation to the 2027 SEK 2.2 billion bond (approximately $252 million, respectively, using the exchange rate at the time of the issuance of each bond) issued in January 2022 with maturity date January 2027.

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

In January 2023, MIC S.A. also entered into two currency swap agreements to hedge an intercompany receivable of COP 206 billion (approximately $41 million) owed by Tigo-UNE with maturity date January 2026.

The net fair value of the aforementioned swaps amounts to a liability of $27 million as of June 30, 2025 (December 31, 2024: a liability of $59 million).

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

There are no other derivative financial instruments with a material fair value at June 30, 2025.

14. SUBSEQUENT EVENTS

Special interim cash dividend

On August 6, 2025, Millicom's Board approved a special interim dividend of $2.50 per share. The dividend will be distributed in two equal installments of $1.25 per share, on October 15, 2025 and April 15, 2026.

Financing

El Salvador

On July 30, 2025, El Salvador entered into a five-year variable loan for $150 million with the IDB and Bladex Bank. The proceeds of the new facility have been used to repay the outstanding amount of the syndicated facility with Scotia Bank; the remaining amount will be used to repay certain loans with companies of the Millicom Group and/or to finance or reimburse capital expenditure of goods.

Guatemala

On July 14, 2025, Guatemala entered into a five-year variable loan with Banrural for GTQ 400 million (approximately $52 million at the date of the transaction).

Paraguay

On July 31, 2025, Paraguay issued a three-year local bonds at a 10% fixed-rate for a total amount of PYG42,000 million (approximately $6 million at the date of the transaction).

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Appendix

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

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

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Appendix (Continued)

Unaudited Interim Condensed Consolidated Financial Statements for the three-month and six-month period June 30, 2025

 

Appendix (Continued)

Item 2

Earnings Release   Q2 2025

Luxembourg, August 7, 2025

Millicom (Tigo) Q2 2025 Earnings Release

Q2 2025 Highlights*

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

Millicom Chief Executive Officer Marcelo Benitez commented:

"The second quarter was marked by strong and deliberate execution of our strategy. We signed an agreement to acquire Telefónica’s operations in Uruguay and Ecuador, and we completed the partial closing of our infrastructure transaction with SBA, which unlocked over $500 million in proceeds and supported our recently announced interim dividend of $2.50 per share. To mark these strategic milestones, we proudly rang the Nasdaq opening bell - a symbolic moment that reflects our strengthened presence in Latin America and our long-term commitment to creating value for shareholders. At the same time, our core business continued to perform. We delivered record adjusted EBITDA margin of 46.7%, with almost half of our operations above 50%. Our equity free cash flow was strong at $218 million - well aligned with our full-year-target of around $750 million."

2025 Financial Targets

Millicom continues to target 2025 EFCF of around $750 million and year-end leverage below 2.5x. These targets reflect full year run-rate savings expected from efficiency measures implemented during 2024 and lower expected restructuring costs in 2025, partially offset by the impact of weaker projected foreign exchange rates and potential legal settlements. The targets exclude the impact of inorganic initiatives, such as proceeds related to the sale of Lati International and other assets.

Earnings Release   Q2 2025

 

Subsequent Events

On August 6, 2025, Millicom's Board approved a special interim dividend of $2.50 per share. The interim dividend will be distributed in two equal installments of $1.25 per share on October 15, 2025 and April 15, 2026, together with the regular dividend of $0.75 per share on those dates.

Group Quarterly Financial Review - Q2 2025

Revenue declined 5.9% year-over-year in Q2 2025, as a result of weaker foreign exchange rates of the currencies of Bolivia, Colombia and Paraguay against the U.S. dollar. For Bolivia, the average foreign exchange rate during the quarter was 15.49, representing depreciation of 55.4% year-on-year, as we adopted the amendments to IAS 21.

Equipment, programming and other direct costs declined 10.6%, and Operating expenses declined 11.8% year-on-year, reflecting both savings from our efficiency program and weaker foreign exchange rates.

Depreciation and amortization declined 2.3% and 2.1%, respectively, due primarily to a temporary effect related to the creation of the shared mobile network in Colombia and, to a lesser extent, to longer useful lives for fiber assets.

Share of profit in our Honduras joint venture was stable at $13 million, while Other operating income was zero this quarter. As a result, operating profit increased 3.4%, year-on-year to $357 million.

Earnings Release   Q2 2025

 

Net financial expenses declined by $12 million year-on-year to $168 million, due to lower indebtedness as a result of debt repayment and lower bank charges in Bolivia after the application of the amendments to IAS 21 (as the devaluation is now allocated along the income statement), partially offset by the financial income on debt repurchases in 2024.

Sale of Lati International and Lati Paraguay of $604 million displays the aggregated gross result of the partial closing of the infrastructure deal with SBA on June 13, 2025 and the sale of Lati Paraguay to Atis Group on June 3, 2025.

Other non-operating income/(expense), net of $19 million largely reflects foreign exchange losses mainly in Bolivia, which was partly compensated by a positive adjustment to our litigation reserve recorded as an outcome of the mutual settlement reached with Telefonica, related to Millicom's termination of the acquisition of Telefonica's Costa Rica business in 2020.

Net tax expense of $102 million increased year-on-year mainly due to higher profitability and the effect of the infrastructure transactions.

Non-controlling interests contributed $3 million to net income in Q2 2025, versus a neutral impact in Q2 2024, reflecting our partner's share of losses in the Colombian operation.

As a result of the above items, net profit attributable to owners of the company, that includes $590 million attributable to the infrastructure transactions in the quarter, was $676 million ($4.05 per share), with 166.88 million as the weighted average number of shares outstanding during the quarter showing a decline of 2.6% year-on-year. This compares to a net profit of $78 million ($0.46 per share) in Q2 2024. Following the cancellation of 3.1 million that was approved by the Board of Directors on May 21, 2025, as of June 30, 2025, there were 169.00 million shares issued and outstanding, including 1.96 million held in treasury.

Cash Flow

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

Earnings Release   Q2 2025

 

Equity Free Cash Flow (EFCF) in Q2 2025 was $218 million, compared to $268 million Q2 2024. The $50 million decrease in EFCF over the past year is explained primarily by the following items:

Positives:

Detractors:

Debt

During Q2 2025, gross debt increased $140 million to $5,912 million as of June 30, 2025, compared to $5,772 million as of March 31, 2025, due to new local currency debt acquired mainly in Guatemala and Paraguay, which was partially netted off by exchange rate movements during Q2.

As of June 30, 2025, 41% of gross debt was in local currency¹, while 81% of our debt was at fixed rates² with an average maturity of 4.2 years. Approximately 59% of gross debt was held at our operating entities, while the remaining 41% was at the corporate level. The average interest rate on our debt was 6.2%. On our dollar-denominated debt³, the average interest rate was 5.5% with an average maturity of 4.3 years.

Cash was $1,284 million as of June 30, 2025, an increase of $749 million, which includes the $542 million attributable to infrastructure transactions, compared to $535 million as of March 31, 2025, and 87% was held in U.S. dollars. As a result, net debt* was $4,655 million as of June 30, 2025, a decrease of $620 million from last quarter, as the dividend payment of $125 million was more than offset by EFCF generation and proceeds from the infrastructure transactions. As a result, leverage* decreased significantly, ending the quarter at 2.18x, down from 2.47x as of March 31, 2025.

__________________

¹ Or swapped for local currency

² Or swapped for fixed rates

³ Including SEK denominated bonds that have been swapped into US dollars.

Earnings Release   Q2 2025