As filed with the Securities and Exchange Commission on March 13, 2020
 
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F/A
 (Amendment No. 1)
 (Mark One)
 oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019
 OR
 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ________________
 OR
 oSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report
 
 
 Commission file number:
 
 MILLICOM INTERNATIONAL CELLULAR S.A.
 (Exact name of Registrant as specified in its charter)
 
 Grand Duchy of Luxembourg
 (Jurisdiction of incorporation)
 
 2, Rue du Fort Bourbon,
 L-1249 Luxembourg
 Grand Duchy of Luxembourg
 (Address of principal executive offices)
 
 Mauricio Ramos
 President and Chief Executive Officer
 Millicom International Cellular S.A.
 2, Rue du Fort Bourbon,
 L-1249 Luxembourg
 Grand Duchy of Luxembourg
 Phone: +352-277-59101
 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:
 
 Title of each className of each exchange on which registeredCommon Stock, par value $1.50 per shareThe 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, 2019
 
 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
 ☐    U.S. GAAP
 x International Financial Reporting Standards as issued by the International Accounting Standards Board
 ☐    Other
 
 If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 ☐ Item 17    ☐ Item 18
 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes ☐ No x
 
 
 
    
 EXPLANATORY NOTE
 
 This Amendment No. 1 on Form 20-F/A (the “Amendment”) amends the Annual Report on Form 20-F for the year ended December 31, 2019 of Millicom International Cellular S.A. (“Millicom”) as originally filed with the Securities and Exchange Commission on February 28, 2020 (the “Original Filing”). This Amendment is being filed solely for the purpose of providing Comunicaciones Celulares, S.A.’s financial statements that were omitted from the Original Filing, as described therein. As such, the only items amended by this Amendment are “Item 18. Financial Statements” and “Item 19. Exhibits.”
 Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update, or restate the information in any item of the Original Filing or reflect any events that have occurred after the Original Filing was filed.
 
    
 
 ITEM 18.FINANCIAL STATEMENTS
 
 1.Millicom International Cellular S.A., incorporated by reference to pages F-1 to F-101 of the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 20202.Comunicaciones Celulares, S.A.Financial statementsAt December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019With report of independent auditorsIncorporated by reference to Exhibit 99.1
 
 
    
 
 ITEM 19.EXHIBITS
 
 1.1Amended and Restated Articles of Association of Millicom International Cellular S.A. (incorporated herein by reference to Exhibit 1.1to the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2020)2.1Description of Share Capital (incorporated herein by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2020)4.1Amended and Restated Indenture for the $500,000,000 6.0% Senior Notes due 2025 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG dated May 30, 2018 (incorporated herein by reference to Exhibit 4.1. to the Company’s Registration Statement on Form 20-F (File No. 001-38763) filed with the SEC on December 13, 2018)4.2Amended 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)4.3Multicurrency 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 January 27, 2017 (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)4.4Amended and restated stock purchase agreement for the acquisition of interests in Cable Onda S.A. among Millicom International Cellular S.A., Millicom LIH S.A., Medios de Comunicacion LTD, Telecarrier International Limited, IGP Trading Corp. and Tenedora Activa, S.A. dated December 12, 2018 (incorporated herein by reference to Exhibit 4.5. to the Company’s Registration Statement on Form 20-F (File No. 001-38763) filed with the SEC on December 13, 2018)4.5Indenture for the $500,000,000 6.625% Senior Notes due 2026 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG dated October 16, 2018 (incorporated herein by reference to Exhibit 4.6. to the Company’s Registration Statement on Form 20-F (File No. 001-38763) filed with the SEC on December 13, 2018)4.6Indenture 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 (incorporated herein by reference to Exhibit 4.6 to the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2020)4.7First 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 (incorporated herein by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2020)4.8Term 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 (incorporated herein by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2020)
 
    
 4.9Terms and Conditions for Millicom International Cellular S.A.’s SEK 2 Billion Floating-Rate Senior Unsecured Sustainability Bond due 2024 (incorporated herein by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2020)8.1List of significant subsidiaries (incorporated herein by reference to Exhibit 8.1 to the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2020)12.1*Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200212.2*Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200213.1**Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 200213.2**Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 200215.1†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, 2019 and 2018 and for each of the three years in the period ended December 31, 2019101.INS†XBRL Instance Document101.SC†XBRL Taxonomy Extension Schema Document101.CA†XBRL Taxonomy Extension Calculation Linkbase Document101.DE†XBRL Taxonomy Extension Definition Linkbase Document101.LA†XBRL Taxonomy Extension Label Linkbase Document101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document
 ________
 *    Filed herewith
 **    Furnished herewith
 †    Previously filed with the Annual Report on Form 20-F on February 28, 2019
 
    
 
 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 13, 2020By:/s/ Tim PenningtonName:Tim PenningtonTitle:Senior Executive Vice President, Chief Financial Officer
 
 
 By:/s/ Mauricio RamosName:Mauricio RamosTitle:President and Chief Executive Officer