Consolidated Operating Revenues

Mobile Services

As of December 31, 2017, mobile clients amounted to 21.4 million.

Third Parties Revenues amounted to P$44,726 million (+17.0% vs. FY16), of which the services revenues represented P$37,174 million (+22.2% vs. FY16). The commercial strategy was focused on the innovation, which promotes the consumption of mobile internet services through an updated offer of plans suitable for all market segments.

Personal in Argentina

As of December 31, 2017, Personal reached 19.0 million subscribers in Argentina, where postpaid clients represented 35% of the subscriber base.

In FY17, Third Parties Revenues reached P$41,797 million (+P$6,197 million or +17.4% vs. FY16) while Service Revenues (excluding equipment sales) amounted to P$34,289 million (+22.2% vs. FY16), with 49.7% corresponding to mobile internet revenues (vs. 38.6% as in FY16), as Mobile Internet Revenues amounted to P$17,048 million (+57.4% vs. FY16). Revenues from Outbound Mobile Services reached P$29,980 million (+20.6% vs. FY16), mainly due to price increases in postpaid client segments and, to a lesser extent, due to the increases in the amount of online recharges of prepaid subscribers. Meanwhile, Revenues from Inbound Mobile Services amounted to P$2,710 million (+58.4% vs. FY16), increase that was mainly generated by price increases in CPP and TLRD. In addition, equipment sales decreased by 1.2% vs. FY16, reaching P$7,446 million, equivalent to 17.8% of total revenues.

The average monthly revenue per user (‘ARPU’) amounted to $142.3 during FY17 (+26.8% vs. FY16).

Mobile Customers & Revenues in Argentina (in billion P$)

Commercial Initiatives

Following the changes in customer consumption and working towards proposals focused on higher availability of data, Personal developed ‘Gigas compartidos’, the first offer of plans in the Argentine market which allows the sharing of data included in the plan between different mobile lines. Likewise, the proposal of free Whatsapp usage for customers who recharge credit continued, becoming a benchmark for the industry.

At the same time, the promotion of the update of our clients’ devices with discounts and special financing continued, with a strong focus on e-commerce marketing. In this framework, Personal participated in the Cyber Monday 2017 where customers could access to 4G devices with discounts of up to 50% and 18 installments without interest.

As part of the actions associated with the brand positioning within the youth segment, Personal and Huawei presented the 12^th edition of ‘Personal Fest 2017’, where over 50,000 people enjoyed during two days music and outdoor entertainment, while more than 1.2 million followed it via streaming.

Personal in Paraguay (‘Núcleo’)

As of December 31, 2017, Núcleo’s subscriber base reached around 2.5 million clients. Prepaid and postpaid customers represented 83% and 17%, respectively.

Núcleo generated revenues from Third Parties equivalent to P$2,991 million during FY17 (+13.2% vs. FY16). Internet revenues amounted to P$1.294 million (+32.3% vs. FY16) representing 44.9% of FY17 service revenues (vs. 41.1% in FY16).

Mobile consumption of Telecom Personal in Argentina

(*) Includes reestimation of consumption of minutes and SMS per client

Fixed Services (Voice, Internet and Data)

During FY17, Revenues generated by Fixed Services reached P$19.797 million, +32.7% vs. FY16; with Voice revenues increasing by +41.5% vs. FY16, mainly due to price increases in monthly fees. Meanwhile, Internet revenues grew by +28.7% vs. FY16 and Data Revenues were up by +22.5%.

Voice

Total Voice revenues reached P$8,505 million in FY17 (+41.5% vs. FY16). This increase was mainly explained by monthly fee price increases that came into effect for both corporate and residential fixed line customers, and additionally due to the bundled offer of packs that include voice and internet services (‘Arnet + Voz’), that aim to achieve higher levels of customer loyalty and churn reduction.

As a result, the average monthly revenue billed per user (‘ARBU’) reached P$152.3 in FY17, +55.5% vs. FY16.

Fixed Services Revenues

Internet

As of December 31, 2017, Telecom Argentina reached more than 1.7 million ADSL accesses. These connections represented 46.0% of Telecom’s fixed lines in service. Additionally, ADSL ARPU reached P$359.6 per month in FY17, +32.7% when compared to FY16, while the average monthly churn rate for the period reached 1.4% in FY17 vs. 1.7% in FY16. Clients with service of 15Mb or higher currently represent 20% of the total customer base as of FY17

Data

Data revenues (services mainly offered to Corporate customers, SMEs, Government and to other operators) amounted to P$3,577 million (+P$658 million or +22.5% vs. FY16), generated in a context that evidence the strong position of Telecom as an integrated ICT provider. This increase was mainly driven by FX rate variations that affected those contracts that were adjusted by the $/U$S exchange rate and due to the increase in the number of clients.

Telecom continues to evolve its portfolio of security services with the PenTest service, a tool that seeks to assess the security level of a company’s computer systems, identifying vulnerabilities in its network infrastructure in the front of growing companies’ concerns to safeguard critical information for their businesses.

Moreover, as part of its connectivity strategy for corporate clients, it was developed ‘Integra 4G’, a solution that provides Internet access using the resources of the 4G/LTE Personal mobile network, that can be used in a transitory mode (access that allows a temporary connection to Internet to be used in cases of extended provision times) as well as back up (allows providing an Internet access to support the main service).

Consolidated Operating Costs

Consolidated Operating Costs totaled P$53,207 million in FY17, an increase of P$7,727 million, or +17.0% vs. FY16 (including ‘Disposals and impairment of PP&E’ that resulted in a loss of P$316 million in FY17 vs. a loss of P$383 million in FY16). Continuing with the trend observed during the lasts quarters, this overall increase is below inflation levels and moreover Revenue growth, which allowed a significant increase in the Company’s EBITDA and to improve its margin. This was a result of a higher level of efficiency in the cost structure. Higher costs are mainly associated to the effect of higher revenues, a highly competitive environment in the mobile and Internet businesses, the impact of higher direct and indirect labor costs generated by the operations in Argentina, the increase in fees for services related to price adjustments in supplier contracts, increases in taxes and in provisions. These increases were partially offset by lower VAS (Value Added Services) costs, commissions, and bad debt expenses, among others.

The cost breakdown is as follows:

- Employee benefit expenses and severance payments totaled P$12,718 million (+29.8% vs. FY16), mainly impacted by increases in salaries to unionized and non-unionized employees together with the associated social security contributions. In addition, severance indemnities and termination benefits experienced a rise of +P$423 million or +81% vs. FY16. Finally, total employees at the end of FY17 amounted to 15,396.

Consolidated Costs

% Revenues

(*) Includes disposals and impairment of PP&E

- Interconnection costs and other telecommunication charges (including TLRD, Roaming, Interconnection, international settlement charges and lease of circuits) amounted to P$3,148 million, +23.3% vs. FY16. This increase resulted mainly from higher costs related to TLRD due to price increases, partially offset by lower roaming costs.

- Fees for services, maintenance, materials and supplies amounted to P$6,600 million (+31.8% vs. FY16), mainly due to greater expenses in fixed telephony and broadband connections and to higher costs in software maintenance in the fixed segment and systems’ licenses in the mobile segment. There were also increases in costs associated with fees for services, mainly related to call centers and higher costs recognized to suppliers in both mobile and fixed segments.

- Taxes and fees with regulatory authorities reached P$6,107 million (+19.2% vs. FY16), impacted mainly due to the increase in fixed and mobile services revenues, and therefore the increase in turnover tax, as well as higher bank debit and credit taxes related to collection flows and payments to suppliers, partially offset by lower fees with the regulatory authorities.

- Commissions (Commissions paid to agents, prepaid card commissions and others) totaled P$3,631 million (-5.7% vs. FY16). The decrease in commissions (before SAC capitalization, P$4,617 million in FY17 vs. P$5,252 million in FY16) is mainly due to a reduction in commissions paid to commercial channels, thanks to a more efficient new agent compensation model, and a reduction in collection commissions, CPP and other fees. Agent commissions capitalized as SAC amounted to P$986 million (-29.7% vs. FY16), being this reduction related to a lower level of additions.

- Cost of handsets sold totaled P$6,684 million (+8.0% vs. FY16), this increase was mainly due to greater equipment sales in the fixed segment as a consequence of the implementation of certain projects, and in the mobile segment due to higher costs per device partially offset by a reduction in the quantity of handsets sold, given the modification in strategy where the effort was centered more in the change of devices in order to achieve higher mobile plans upselling and less on capture operations. Deferred costs as SAC amounted to P$80 million (-38.5% vs. FY16). Lower deferred costs were related to the referred lower quantities of equipment sold during FY17.

- Advertising amounted to P$1,218 million (+39.4% vs. FY16), due to new advertising campaigns launched by the Company during 2017, and in particular due to higher advertisement in media.

- Depreciation and Amortization reached P$6,928 million (+11.8% vs. FY16). PP&E depreciation amounted to P$5,039 million (+15.6% vs. FY16) resulting from the incorporation of assets related to the investment plan that the Company has been executing; the amortization of SAC and service connection costs that totaled P$1,524 million (+3.4% vs. FY16); the amortization of 3G/4G licenses that amounted to P$325 million (-3.8% vs. FY16), due to the extension in the duration of the licenses, and the amortization of other intangible assets that reached P$40 million (+42.9% vs. FY16).

- Other Costs totaled P$6,173 million (+4.9% vs. FY16), of which Provisions expenses reached P$590 million (+215.5% vs. FY16), increasing mostly due to higher labor claims followed by civil and commercial claims during FY17, as well as other operating costs

D&A

(in billion P$)

that totaled P$3,280 million, growing by 26.6% vs. FY16 mainly due to the effect of price increases in transactions with suppliers in Argentina and the increase in prices of property and site leases, principally due to additions and contract renegotiations. These increases were partially offset by a decrease on VAS costs that totaled P$874 million (-41.7% vs. FY16), due to a redesign in the offer of these services.

Consolidated Financial Results

Net Financial Results totaled a loss of P$486 million, which represented an improvement of P$1,758 million vs. FY16. This was mainly explained by lower losses from net interests of P$529 million in FY17 (+P$954 million vs. FY16), due to lower cost from financial liabilities; and in addition, due to greater gains on mutual funds and other investments, which reached P$1.100 million (+P$752 million vs. FY16), driven by higher yields and invested amounts.

Consolidated Net Financial Debt

As of December 31, 2017, Net Financial Debt Position (Cash, Cash Equivalents plus Financial Investments and Financial NDF minus Loans) totaled P$3,260 million, an improvement of P$2,632 million when compared to the Net Financial Debt as of December 31, 2016, this latter due to a better Company’s cash flow generation related to the increase in EBITDA and a greater efficiency in working capital management.

Capital Expenditures

During FY17, the Company invested P$11,143 million (-2.1% vs. FY16). Of this amount, P$5,407 million were allocated to Fixed Services and P$5,736 million to Mobile services, focusing on projects that maximize the network capacity and on the development of products and services that contribute to address the customers needs that today demand for connectivity and data availability. In relative terms, Capex reached 17.1% of consolidated revenues.

In terms of infrastructure, during 2017 the Company continued enhancing the evolution of services with the deployment of the Personal 4G/LTE network, together with the technological reconversion of 2G/3G networks, and the deployment of fiber optics to increase home broadband connection. The deployment of 4G reaches 1,173 locations with coverage of 85% of the population of Argentina (94% of the population of capital cities). Also, the deployment of 4G+ services continued to advance throughout the country, thanks to the solution of 4G Carrier Aggregation (use of two simultaneous frequency bands). This benefits our customers with a better service experience and speeds that reach 100 Mbps.

In this context, the first 4G site in 2.6Ghz spectrum band was inaugurated, giving coverage to the Hilton Hotel area of Puerto Madero. The deployment of this infrastructure allows the increase of simultaneous traffic capacity of the network, allowing to provide greater connection capacity, besides improving the quality of the mobile data service.

Net Financial Debt
(in billion P$)

Capex (In billion P$)

Relevant Matters

Merger by absorption of Sofora Telecomunicaciones S.A., Nortel Inversora S.A. and Telecom Personal S.A. into Telecom Argentina S.A.

On December 1, 2017 at 12:00am, Telecom Argentina absorbed the operations of Nortel Inversora S.A. (‘Nortel’), Sofora Telecomunicaciones S.A. (‘Sofora’) and Telecom Personal S.A. (‘Personal’) (all together ‘The Companies’), in accordance with the Preliminary Reorganization Agreement, dated March 31, 2017, and the Final Reorganization Agreement, dated November 13, 2017, pursuant to which The Companies agreed to merge Nortel, Sofora and Personal into Telecom Argentina as the surviving company (the ‘Reorganization’). As a result, the Reorganization became effective.

Additionally, in accordance with the authorization provided by the General Ordinary and Extraordinary Shareholders’ Meeting of Telecom Argentina S.A. held on May 23, 2017, on December 15, 2017, 161,039,447 Class ‘A’ shares have been converted into an equal number of Class ‘B’ shares of Telecom Argentina. Moreover, pursuant to the terms of the merger by absorption of Nortel into Telecom Argentina, on December 15, 2017 it was completed the exchange of the Preferred Class ‘B’ book-entry Shares, with no voting rights and with a nominal value of ten Argentinian pesos ($10.-), each issued by Nortel (‘Nortel Preferred B Shares’), for the corresponding book-entry, ordinary, Class ‘B’ Shares, with one vote per share and with a nominal value of one Argentinian peso, each issued by Telecom Argentina (‘Telecom Argentina Class B Shares’). As a consequence, the holders of Nortel Preferred Shares received a total of 197,871,855 Telecom Argentina Class B Shares.

General Ordinary Shareholders’ Meeting of Telecom Argentina held on November 30, 2017 and dividend distribution

The General Ordinary Shareholders’ Meeting held on November 30, 2017 approved the delegation of powers into the Board of Directors of the Company to withdraw up to the amount of 6,940.5 million Pesos from the ‘Reserve of Future Cash Dividends’ and to arrange the distribution of the withdrawn funds in concept of cash dividends, in one or more installments and in the amounts and dates determined by the Board of Directors. Moreover, the Company’s Board of Directors on its meeting held on December 18, 2017 and in accordance to the powers delegated to it by the aforementioned Shareholders’ Meeting, decided to withdraw the amount of P$4,150,312,272 of the ‘Reserve for Future Cash Dividends’ and to distribute such amount as cash dividends, that were made available to Shareholders on December 29, 2017.

Merger by Absorption between Telecom Argentina S.A. (the Surviving Company) and Cablevisión S.A. (the Absorbed Company) - ENACOM´s approval

On December 22, 2017, Telecom Argentina S.A. was notified of Resolution No° 5,644-E/2017, by which the Ente Nacional de Comunicaciones (‘ENACOM’) resolved:

1- SECTION 1.- The company CABLEVISIÓN S.A. is hereby authorized to transfer in favour of the company TELECOM ARGENTINA S. A. the Broadcasting Registry by physical and / or radioelectric link, including the permissions / frequencies necessary for the provision of the broadcasting service by subscription through radioelectric link, as well as the authorizations of areas for the provision of those services (physical and radioelectric link), which may operate in Area II, defined in accordance with the provisions of Decree

No. 1,461/93 and its amendments, and in the cities of Rosario, Santa Fe province and Córdoba, in the same province, as of January 1, 2018, in accordance with the provisions of section 5 of the National Decree No. 1,340/2016, and in the rest of the areas authorized on the dates and with the modalities provided by ENACOM Resolution No. 5,641/2017 dated December 20, 2017. 

2-SECTION 2.- The company CABLEVISIÓN S. A. is hereby authorized to transfer the registration of the Radio-Electric Trunking Services License (‘SRCE’) to the company TELECOM ARGENTINA S. A. 

3 -SECTION 3.- The company CABLEVISIÓN S.A. is hereby authorized to transfer in favour to the company TELECOM ARGENTINA S. A the authorizations and permits for the use of frequencies and the assignments of numbering and signaling resources for the provision of the referred services that are owned by the absorbed company CABLEVISIÓN S.A., under the terms of the current legislation (Annex IV of Decree 764/2000), and of the agreement signed by the company NEXTEL COMMUNICATIONS ARGENTINA S.R.L., on April 12, 2017 (IF-2017-08818737- APN-ENACOM#MCO), according to which TELECOM ARGENTINA S.A., in its capacity as surviving company of CABLEVISIÓN S. A, must, within TWO (2) YEARS of the merger’s approval by the NATIONAL COMMISSION FOR THE DEFENSE OF COMPETITION and the ENACOM or the organizations that in the future will replace them in their functions, return the radioelectric spectrum that exceeds the limit provided in Article 5º of the Resolution Nº 171-E/17 of the MINISTRY OF COMMUNICATIONS and / or the norm that replaces it in the future. To this end, the company must submit to the ENTE NACIONAL DE COMUNICACIONES, with a minimum of one year’s notice before the expiration of the TWO (2) year term, a proposal for adaptation to said cap. ENACOM may accept the proposal, reject it and / or request a new presentation with the modifications it deems pertinent. 

4-SECTION 7.- The change of corporate control in accordance with section 33 of the General Corporate Law N°19,550 in the company TELECOM ARGENTINA S. A. is hereby authorized and will occur once the merger becomes effective and the Shareholders’ Agreement dated July 7, 2017 accompanied in its presentation of September 21, 2017 enters into force, as a result of which CABLEVISIÓN HOLDING S.A. will be the controlling entity of TELECOM ARGENTINA S. A. as a surviving company of CABLEVISIÓN S. A.

General Ordinary Shareholders’ Meeting of Telecom Argentina held on December 28, 2017

The General Ordinary Shareholders’ Meeting held on December 28, 2017 approved the Medium Term Note Program (‘the Program’), up to a maximum outstanding amount as of the date of issuance of each class or series of three thousand million American dollars (U$S3,000,000,000.-) or its equivalent in other currencies. Additionally, the Shareholders’ Meeting approved the delegation of powers into the Board of Directors of broad powers to determine and modify the terms and conditions of the Program and the Notes that will be issued under the Program within the maximum outstanding amount authorized by this Shareholders’ Meeting, as well as to establish the opportunities of issuance and re-issuance of the Notes corresponding to each series or class to issue under the Program and all its issuance and re-issuance conditions, with adjustment of the maximum outstanding amount.

Other Relevant Matters

Merger by Absorption between Telecom Argentina S.A. (the Surviving Company) and Cablevisión S.A. (the Absorbed Company) - Minute of the transfer of operations and issuance of shares

On January 1, 2018 having been fulfilled all the conditions to which the Merger was subject to according to Section Seventh of the Preliminary Merger Agreement and the Final Merger Agreement, on January 1, 2018 was signed the Minute of the Transfer of Operations from the Absorbed Company to the Surviving Company, which complements the Final Merger Agreement subscribed on October 31, 2017.

As a consequence, as it was foreseen in the Preliminary Merger Agreement and in the Final Merger Agreement, since 12:00 am on January 1, 2018 (the ‘Effective Merger Date’), the Merger became effective and, consequently, it has taken place the change of control of the Company, being Cablevisión Holding S.A. its new controlling shareholder since January 1, 2018.

Moreover, in accordance with the Preliminary Merger Agreement and the Final Merger Agreement and the notification received from Fintech Telecom LLC (‘Fintech Telecom’) and Fintech Media LLC (‘Fintech Media’) on December 29, 2017 informing of a corporate reorganization process by which Fintech Telecom absorbed by merger with Fintech Media and VLG Argentina Escindida LLC (a spin-off of VLG Argentina LLC) with effect on the Effective Date of the Merger, the shares whose issuance was approved by the Board of Directors of Telecom Argentina were delivered on January 1, 2018: i) to Fintech Telecom LLC: 342,861,748 Class ‘A’ shares issued by the Company; ii) to Cablevisión Holding S.A.: 406,757,183 Class ‘D’ shares issued by the Company; and iii) to VLG Argentina LLC: 434,909,475 Class ‘D’ shares issued by the Company.

Acceptance of the loan solicitation for up to U$S1,000,000,000

On February 2, 2018 Telecom Argentina took due notice of the acceptance by Citibank, N.A., HSBC México S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Industrial and Commercial Bank of China Limited, JPMorgan Chase Bank, N.A. and Banco Santander, S.A, in their character as lenders, Citigroup Global Markets Inc., HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Industrial and Commercial Bank of China Limited, JPMorgan Chase Bank, N.A. and Banco Santander, S.A. as joint bookrunners and lead arrangers, Citibank N.A. as administrative agent and the Branch of Citibank N.A, established in the Republic of Argentina, as onshore custody agent, of the loan solicitation performed by the Company for an amount up to U$S1.000.000.000, as requested in a timely manner by the Company in one or more disbursements, and with a 12-month tenor.

Relating to this, the Board of Directors of the Company has approved the financing in the terms described in the loan offer at its meeting held on January 31, 2018.

Additionally, Telecom Argentina has received a disbursement of the loan in the amount of U$S650,000,000 on February 9, 2018.

Due to the fact that since 12:00 am on January 1, 2018 the Merger by Absorption between Telecom Argentina S.A. (the Surviving Company) and Cablevisión S.A. (the Absorbed Company) has become effective, the Company wants to offer to the investor community the results of Cablevision S.A for fiscal years 2017 and 2016.

Operating Results

Revenues reached P$40,952 million in FY17, an increase of 34.0% compared with FY16. The increase is mostly attributable to the growth in broadband subscribers, speeds upgrades to our current customer base and the up selling of value added services with price adjustments.

Note:  Figures may not sum up due to rounding.

Note: Figures may not sum up due to rounding.

Cost of Sales (Excluding Depreciation and Amortization) totaled P$15,489 million in FY17, up 30.9% from P$11,834 million in FY16, due to higher programming costs and higher payroll and social security charges and other personnel expenses, among others.

Selling and Administration Expenses (Excluding Depreciation and Amortization) reached P$10,308 million in FY17, increasing 32.0% vs. FY16 (P$7,806 million). The increase is mainly explained by higher costs due to inflation and higher fees for services, taxes, duties and contributions and salaries.

Adjusted EBITDA reached P$15,155 million in FY17, growing 38.6% from P$10,931 million reported for FY16, driven by higher sales in Cable TV and Internet access segment.

Note: Figures may not sum up due to rounding.

Depreciation and Amortization Expenses increased 54.0% to P$3.987 million in FY17, compared to P$2.588 in FY16.

Net Financial Results totaled a loss of P$2,612 million in FY17, increasing from a loss of P$2,374 million in FY16. The increase is mainly explained by lower other financial results, net (which reached -P$370 million in FY17, from +P$222 million in FY16) due to lower income from interests and FX results on cash and cash equivalents.

Equity in earnings from unconsolidated affiliates were P$168 million in FY17, compared with P$131 million in FY16.

Other Income (expenses) totaled a gain of P$29 million in FY17, compared to a loss of P$11 in FY16.

Income tax reached P$2,859 million in FY17, compared with P$2,095 million in FY16.

Income for the period totaled P$5,895 million in FY17, showing an increase of 43.5% vs. FY16 (P$4,107 million). The increase was mainly due to higher EBITDA in the Cable TV and Internet Access segments.

During FY17, the Company invested P$11,681 million, which represented an increase of 28.7% from P$9,076 million reported in FY16. These Capital Expenditures are mainly comprised by subscriber growth, network upgrades and digitalization.

Clients

As of December 31, 2017, total consolidated Cable TV subscribers reached 3,503 thousand, from 3,528 thousand registered in the same period of 2016. Internet subscribers totaled 2,335 thousand as of December 31, 2017 vs. 2,183 thousand as of December 31, 2016.

⁽¹⁾ Subscribers as a percentage of total active customer relationships

⁽²⁾ Figures in millions

Debt and Liquidity

Total Financial Debt ⁽¹⁾ increased from P$9,606 million in FY16 to P$10,905 million in FY17. On the other hand, Net Debt decreased from P$6,936 in FY16 to P$6,451 million in FY17. This represents an increase of 13.5% in Total Debt and a decline of 7.0% in Net Debt. The decrease in Net Debt is mostly explained by an increase in cash and equivalents due to a higher operating cash flow generation.

Debt Coverage Ratio ⁽¹⁾ as of December 31th, 2017 was 0.43x in the case of Net Debt and of 0.72x in terms of Total Financial Debt.

⁽¹⁾ Debt Coverage Ratio is defined as Total Financial Debt divided by Adjusted EBITDA (calculated in Ps. for the last twelve months). Total Financial debt is defined as financial loans and debt for acquisitions, excluding accrued interest.

Ownership Structure

As of March 7, 2018, Telecom Argentina has 2,168,909,384 shares issued and 2,153,688,011 shares outstanding.