6-K 1 nov0403_6k.htm

MILLICOM 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For November 4, 2003

Commission File Number: 000-22828

MILLICOM INTERNATIONAL CELLULAR S.A.
75 Route de Longwy
Box 23, L-8080 Bertrange
Grand-Duchy of Luxembourg
_____________________________________
(Address of principal executive offices)

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

FORM 20-F [X ] FORM 40-F  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

YES  [  ] NO [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________

MILLICOM INTERNATIONAL CELLULAR S.A. INDEX TO EXHIBITS
Item
1.	Press release dated November 4, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MILLICOM INTERNATIONAL CELLULAR S.A.
	(Registrant)
Dated: November 4, 2003	By:	/s/ John Ratcliffe
		Name: John Ratcliffe Title:   Chief Financial Controller

Item 1

MILLICOM INTERNATIONAL CELLULAR S.A.

FOR IMMEDIATE RELEASE
November 4, 2003

REVISION OF ACCOUNTING TREATMENT OF THE MANDATORILY
EXCHANGEABLE NOTES

New York, London and Luxembourg – November 4, 2003 – Millicom International Cellular S.A. (“Millicom”) (Nasdaq: MICC) announced its results for the quarter and nine months ended September 30, 2003 on October 22, 2003. Prior to that release, the accounting treatment of its approximately $310 million 5% Mandatorily Exchangeable Notes (the “Notes”) and the Tele2 AB shares into which the Notes are exchangeable was reviewed by PricewaterhouseCoopers, Millicom’s auditors.

Subsequently, PricewaterhouseCoopers has advised Millicom that there should be a change of accounting treatment relating to the Notes and the Tele2 AB shares. Based upon this revised professional advice, and to ensure compliance with IFRS, Millicom has decided to adopt this change. As a result, Millicom will mark-to-market on a quarterly basis the value of its holding of Tele2 AB shares, with any resulting changes in fair value being recorded in Millicom’s profit and loss statement for such period under the heading “valuation movement on securities”. Millicom will also account for the embedded derivative relating to the corresponding Note revaluation and to the potential 30% premium if the price of the Tele2 AB shares is above the reference price of SEK 285 in accordance with the terms of the Notes, at fair value with any subsequent change in its fair value being recorded in the profit and loss statement. The net impact on Millicom’s results reflects an economic hedge against a decrease in the price of Tele2 AB shares and the premium that Millicom would realize at maturity if the price of the Tele2 AB shares is above the reference price in accordance with the terms of the Notes.

Accordingly, Millicom is reissuing its results for the quarter and nine months ended September 30, 2003 to reflect the change in accounting treatment relating to the Notes, which results in an increase of $10.7 million in its profit and net shareholders’ equity for the nine months ended September 30, 2003. Although changes in the market value of the Tele2 AB shares will impact Millicom’s net income on a quarterly basis until the Notes mature in August 2006, the aggregate net impact over this period cannot result in a loss to Millicom.

Millicom International Cellular S.A. is a global telecommunications investor with cellular operations in Asia, Latin America and Africa. It currently has a total of 16 cellular operations and licenses in 15 countries. The Group’s cellular operations have a combined population under license of approximately 382 million people. In addition, MIC provides high-speed wireless data services in five countries.

This press release may contain certain “forward-looking statements” with respect to Millicom’s expectations and plans, strategy, management’s objectives, future performance, costs, revenues, earnings and other trend information. It is important to note that Millicom’s actual results in the future could differ materially from those anticipated in forward-looking statements depending on various important factors. Please refer to the documents that Millicom has filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, including Millicom’s most recent annual report on Form 20-F, for a discussion of certain of these factors.

All forward-looking statements in this press release are based on information available to Millicom on the date hereof. All written or oral forward-looking statements attributable to Millicom International Cellular S.A., any Millicom International Cellular S.A. members or persons acting on Millicom’s behalf are expressly qualified in their entirety by the factors referred to above. Millicom does not intend to update these forward-looking statements.

CONTACTS:
Marc Beuls
President and Chief Executive Officer
Millicom International Cellular S.A., Luxembourg Telephone: +352 27 759 101

Andrew Best
Investor Relations
Shared Value Ltd, London
Visit our web site at: www.millicom.com Telephone: +44 20 7321 5022

Page 1 of 6

Millicom International Cellular S.A.

Consolidated statements of profit and loss
for the three months ended September 30, 2003 and 2002

		Quarter ended Sept 30, 2003 (Unaudited) US$ ’000		Quarter ended Sept 30, 2002 (Unaudited) US$ ’000
Revenues		156,668		155,826
Operating expenses
Cost of sales (excluding depreciation and amortization)		(36,900	)	(40,410	)
Sales and marketing		(20,558	)	(20,093	)
General and administrative expenses		(16,348	)	(24,234	)
Corporate and license acquisition costs		(5,829	)	(3,559	)
Write-down of assets, net		-		(7,841	)
Depreciation and amortization		(32,266	)	(37,380	)
Operating profit		44,767		22,309
Loss on exchange and disposal of investments		-		(59,737	)
Valuation movement on securities		17,532		(17,462	)
Fair value result on financial instruments		(26,440	)	-
Profit/ (loss) from associated companies		91		(860	)
Profit (loss) before financing and taxes		35,950		(55,750	)
Interest expense		(36,044	)	(49,709	)
Interest income		3,396		3,188
Income for financial instruments		-		22,911
Exchange loss, net		(1,796	)	(2,199	)
Profit (Loss) before taxes		1,506		(81,559	)
Taxes		(10,749	)	(5,844	)
Loss after taxes		(9,243	)	(87,403	)
Minority interest		(3,962	)	(2,417	)
Loss for the quarter		(13,205	)	(89,820	)
Basic and diluted loss per common share (US$)		(0.81	)	(5.51	)
Weighted average number of shares and diluted
potential shares in the period (in thousands)		16,325		16,287

Page 2 of 6

Millicom International Cellular S.A.

Consolidated statements of profit and loss
for the nine months ended September 30, 2003 and 2002

		9 months ended Sept 30, 2003 (Unaudited) US$ ’000		9 months ended Sept 30, 2002 (Unaudited) US$ ’000
Revenues		445,249		449,907
Operating expenses
Cost of sales (excluding depreciation and		(107,571	)	(123,898	)
amortization)
Sales and marketing		(57,286	)	(59,995	)
General and administrative expenses		(52,557	)	(66,918	)
Corporate and license acquisition costs		(17,100	)	(16,822	)
Write-down of assets, net		(310	)	(9,449	)
Depreciation and amortization		(90,654	)	(105,915	)
Operating profit		119,771		66,910
Gain (loss) on exchange and disposal of investments		2,965		(33,039	)
Valuation movement on securities		117,405		(305,471	)
Fair value result on financial instruments		(26,440	)	-
Profit/ (loss) from associated companies		217		(2,540	)
Profit before financing and taxes		213,918		(274,140	)
Interest expense		(91,764	)	(143,849	)
Interest income		4,976		9,126
Gain realized on debt exchange		97,052		-
Other income		-		13,571
Income for financial instruments		-		20,562
Exchange gain/ (loss), net		6,313		(18,408	)
Profit (loss) before taxes		230,495		(393,138	)
Taxes		(29,101	)	(19,549	)
Profit (loss) after taxes		201,394		(412,687	)
Minority interest		(12,338	)	(5,520	)
Profit (loss) for the period		189,056		(418,207	)
Profit (loss) on a diluted basis		191,188		(418,207	)
Basic earnings (loss) per common share (US$)		11.60		(25.62	)
Diluted earnings (loss) per common shares (US$)		9.80		(25.62	)
Weighted average number of shares in the period
(in thousands)		16,298		16,326
Weighted average number of shared and diluted
potential shares in the period (in thousands)		19,510		16,326

Page 3 of 6

Millicom International Cellular S.A.
Consolidated balance sheets
as at September 30, 2003 and December 31, 2002

		Sept 30, 2003 (Unaudited) US$ ’000		Dec. 31, 2002 (Audited) US$ ’000
Assets
Non-current assets
Intangible assets
Goodwill, net		54,813		10,172
Licenses, net		34,139		84,471
Deferred costs and other non-current assets, net		5,624		4,919
Tangible assets, net		481,691		458,933
Financial assets
Investment in securities		397,708		220,386
Investment in associated company		1,013		1,013
Pledged deposits		20,507		32,921
Deferred taxation		6,179		8,470
Total non-current assets		1,001,674		821,285
Current assets
Investment in securities		-		101,540
Inventories		10,403		6,962
Debtors
Trade debtors, net		106,932		113,221
Amounts due from joint ventures		12,385		14,053
Amounts due from other related parties		4,416		6,806
Prepaid and accrued income		26,456		14,148
Other current assets		32,319		38,453
Time deposits		16,034		16,200
Cash and cash equivalents		134,631		70,451
Total current assets		343,576		381,834
Total assets		1,345,250		1,203,119

Page 4 of 6

Millicom International Cellular S.A.
Consolidated balance sheets
as at September 30, 2003 and December 31, 2002

		Sept 30, 2003 (Unaudited) US$ ’000		Dec. 31, 2002 (Audited) US$ ’000
Shareholders’ equity and liabilities
Shareholders’ equity
Share capital and premium		239,633		281,989
Treasury stock		(8,705	)	(54,521	)
2% PIK notes		16,053		-
Legal reserve		4,256		4,256
Retained loss brought forward		(453,563	)	(57,719	)
Profit (loss) for the period		189,056		(385,143	)
Currency translation reserve		(91,312	)	(84,121	)
Total shareholders’ equity		(104,582	)	(295,259	)
Minority interest		23,984		23,733
Liabilities
Non-current liabilities
Deferred taxation		36,574		26,874
Corporate 13.5% debt		136,443		912,539
Corporate 11% debt		395,219		-
2% PIK notes		50,022		-
5% Mandatory Exchangeable Bond - Debt Component		283,173		-
5% Mandatory Exchangeable Bond - Embedded Derivative		45,320		-
Other debt and financing		125,932		159,370
		1,072,683		1,098,783
Current liabilities
Other debt and financing		105,616		156,666
Trade creditors		93,688		90,945
Amounts due to shareholders		-		4,021
Amounts due to other related parties		779		6,487
Accrued interest and other expenses		55,241		42,745
Other current liabilities		97,841		74,998
		353,165		375,862
Total liabilities		1,425,848		1,474,645
Total shareholders’ equity and liabilities		1,345,250		1,203,119

Page 5 of 6

Millicom International Cellular S.A.
Consolidated statements of cash flows
for the nine months ended September 30, 2003 and 2002

		Sept 30, 2003 (Unaudited) US$ ’000		Sept 30, 2002 (Unaudited) US$ ’000
Net cash provided by operating activities		128,322		54,693
Cash flow from investing activities		(14,173	)	17,206
Cash flow from financing activities		(50,464	)	(79,516	)
Cash effect of exchange rate changes		495		(301	)
Net increase (decrease) in cash and cash equivalents		64,180		(7,918	)
Cash and cash equivalents, beginning		70,451		56,276
Cash and cash equivalents, ending		134,631		48,358

Millicom International Cellular S.A.
Consolidated statements of changes in shareholders’ equity
for the nine months ended September 30, 2003 and the year ended December 31, 2002

		Sept 30, 2003 (Unaudited) US$ ’000		Dec 31, 2002 (Audited) US$ ’000
Shareholders’ equity at January 1		(295,259	)	68,894
New shares issued		937		-
Treasury shares used to offset liability to shareholders		2,523		-
Purchase of treasury stock		-		(2,488	)
Profit (loss) for the period		189,056		(385,143	)
Effect of consolidation of El Salvador		(10,701	)
Prolonged decrease in market value		-		61,325
Movement in currency translation reserve		(7,191	)	(37,847	)
Issuance of equity instruments (2% PIK Notes)		16,053		-
Shareholders’ equity		(104,582	)	(295,259	)

Page 6 of 6