As filed with the Securities and Exchange Commission
on April 15, 2019



UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



FORM 20-F/A

(Amendment No. 1)

(Mark One)

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

OR

| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the fiscal year ended December 31, 2018
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

OR

| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ________________
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

OR

| |  ̈ | SHELL 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: +352-277-59021

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 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, 2018



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 ☐    Accelerated Filer
☐    Non-accelerated Filer x    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, 2018 of Millicom International Cellular S.A. (“Millicom”)
as originally filed with the Securities and Exchange Commission on February 28, 2019 (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-97 of the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28,
    2019
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                      
|2. | Comunicaciones Celulares, S.A.                                                                                                                                                                       
|   |                                                                                                                                                                                                      
|   | Financial statements                                                                                                                                                                                 
|   | At December 31, 2018 and 2017 and for each of the three years in the period ended December
    31, 2018                                                                                              
|   |                                                                                                                                                                                                      
|   | With report of independent auditors                                                                                                                                                                  
|   |                                                                                                                                                                                                      
|   | Incorporated by reference to Exhibit 99.1                                                                                                                                                            











|Item 19. | Exhibits
|-------- | --------



|1.1  |  | Articles of Association of Millicom International Cellular S.A. (incorporated herein by reference to Exhibit 1.1. to the Company’s Registration Statement on Form 20-F (File No. 001-38763) filed with the SEC on December 13, 2018)                                                                                                                                                                                                                                    
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.1  |  | 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 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)                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.2  |  | 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)                                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.3  |  | 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 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)                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.4  |  | Amended 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)
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.5  |  | Bridge term facility agreement for Millicom International Cellular S.A. arranged by BNP Paribas Fortis SA/NV, Goldman Sachs Bank USA, J.P. Morgan Securities PLC and The Bank Of Nova Scotia dated October 7, 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)                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.6  |  | Indenture 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)                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.7  |  | Bridge term facility agreement for Millicom International Cellular S.A. arranged by Morgan Stanley Bank International Limited, Goldman Sachs Bank USA, J.P. Morgan Securities PLC and J.P. Morgan Europe Limited dated February 20, 2019 (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, 2019)                                                                     
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.1  |  | List 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, 2019)                                                                                                                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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                                                                                                                                                                                                                                                                                                                                                  













|99.1*   |  | Audited financial statements of Comunicaciones Celulares, S.A. as at December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                 
|101.INS |  | XBRL Instance Document (incorporated by reference to exhibit 101.INS to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019)                                
|        |  |                                                                                                                                                                                                                                 
|101.SC  |  | XBRL Taxonomy Extension Schema Document (incorporated by reference to exhibit 101.SC to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019)                
|        |  |                                                                                                                                                                                                                                 
|101.CA  |  | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to exhibit 101.CA to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019)  
|        |  |                                                                                                                                                                                                                                 
|101.DE  |  | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to exhibit 101.DE to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019)   
|        |  |                                                                                                                                                                                                                                 
|101.LA  |  | XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to exhibit 101.LA to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019)        
|        |  |                                                                                                                                                                                                                                 
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to exhibit 101.PRE to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019)










| | * | Filed with this Annual Report on Form 20-F/A
| | - | --------------------------------------------











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: April 15, 2019 |                                     
|                     | By:                                 
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