Table of Contents

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

Report of Foreign Issuer

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

 

For the month of September 2015

 

Commission File Number: 001-13464

 

 

Telecom Argentina S.A.

(Translation of registrant’s name into English)

 

Alicia Moreau de Justo, No. 50, 1107

Buenos Aires, Argentina

(Address of principal executive offices)

 

 

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

 

 

 

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):

 

Yes

 

 

 

No

X

 

 

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):

 

Yes

 

 

 

No

X

 

 

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant 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):  N/A

 

 

 



Table of Contents

 

Telecom Argentina S.A.

 

 

TABLE OF CONTENTS

 

Item

 

 

1.            Telecom Argentina S.A. Unaudited Condensed Consolidated Financial Statements as of June 30, 2015

 



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TELECOM ARGENTINA S.A.

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2015

 



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2015 AND 2014

 

INDEX

 

Operating and financial review and prospects as of June 30, 2015

 

 

 

Unaudited condensed consolidated financial statements

 

 

 

Unaudited consolidated statements of financial position

 

 

 

Unaudited consolidated income statements

 

 

 

Unaudited consolidated statements of comprehensive income

 

 

 

Unaudited consolidated statements of changes in equity

 

 

 

Unaudited consolidated statements of cash flows

 

 

 

Notes to the unaudited condensed consolidated financial statements

 

 

 

Limited review report on condensed interim consolidated financial statements

 

 

 

Corporate information

 

 



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

(In millions of Argentine pesos or as expressly indicated)

 

 

 

1.            General considerations

 

 

As required by CNV regulations, the Company has prepared its consolidated financial statements as of June 30, 2015 under IFRS. Additional information is given in Note 1 to the consolidated financial statements.

 

 

 

2.            Telecom Group’s activities for the six-month periods ended June 30, 2015 (“1H15”) and 2014 (“1H14”)

 

 

Total revenues and other income for 1H15 amounted to $18,507 (+18.5% vs. 1H14), operating costs – including depreciations, amortizations and gain on disposal of PP&E and impairment of PP&E– amounted to $15,359 (+18.2% vs. 1H14), operating income before depreciation and amortization amounted to $5,135 (+24.7% vs. 1H14) – representing 27.8% of consolidated revenues–, operating income amounted to $3,148 (+20.2% vs. 1H14) and net income amounted to $1,978 (+7.7% vs. 1H14). Net income attributable to Telecom Argentina amounted to $1,956 in 1H15 (+8.4% vs. 1H14).

 

 

 

 

 

 

 

Variation

 

 

 

1H15

 

1H14

 

$

 

%

 

Revenues

 

18,496

 

15,585

 

2,911

 

18.7

 

Other income

 

11

 

30

 

(19)

 

(63.3)

 

Operating costs without depreciation and amortization

 

(13,372)

 

(11,496)

 

(1,876)

 

16.3

 

Operating income before depreciation and amortization

 

5,135

 

4,119

 

1,016

 

24.7

 

Depreciation and amortization

 

(1,990)

 

(1,511)

 

(479)

 

31.7

 

Gain on disposal of PP&E and impairment of PP&E

 

3

 

10

 

(7)

 

(70.0)

 

Operating income

 

3,148

 

2,618

 

530

 

20.2

 

Financial results, net

 

(119)

 

154

 

(273)

 

n/a

 

Income before income tax expense

 

3,029

 

2,772

 

257

 

9.3

 

Income tax expense

 

(1,051)

 

(936)

 

(115)

 

12.3

 

Net income

 

1,978

 

1,836

 

142

 

7.7

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Telecom Argentina (Controlling Company)

 

1,956

 

1,805

 

151

 

8.4

 

Non-controlling interest

 

22

 

31

 

(9)

 

(29.0)

 

 

 

1,978

 

1,836

 

142

 

7.7

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share attributable to Telecom Argentina (in pesos)

 

2.02

 

1.86

 

 

 

 

 

 

·                Total revenues and other income

 

During 1H15 consolidated total revenues increased 18.7% (+$2,911 vs. 1H14) amounting to $18,496 mainly fueled by the mobile services provided by Personal, Broadband and data transmission businesses.

 

 

 

 

 

 

 

Variation

 

 

 

1H15

 

1H14

 

$

 

%

 

Services

 

 

 

 

 

 

 

 

 

Retail Voice

 

 

 

 

 

 

 

 

 

Monthly Charges

 

628

 

592

 

36

 

6.1

 

Measured Services

 

856

 

740

 

116

 

15.7

 

Others

 

49

 

54

 

(5)

 

(9.3)

 

Wholesale Voice

 

 

 

 

 

 

 

 

 

Fixed and mobile interconnection

 

314

 

302

 

12

 

4.0

 

Others

 

165

 

151

 

14

 

9.3

 

Data

 

839

 

683

 

156

 

22.8

 

Internet

 

2,075

 

1,503

 

572

 

38.1

 

Subtotal Fixed Services

 

4,926

 

4,025

 

901

 

22.4

 

Retail Voice

 

 

 

 

 

 

 

 

 

Monthly Charges

 

1,830

 

1,431

 

399

 

27.9

 

Measured Services

 

983

 

855

 

128

 

15.0

 

Roaming

 

146

 

157

 

(11)

 

(7.0)

 

Others

 

300

 

152

 

148

 

97.4

 

Wholesale Voice

 

 

 

 

 

 

 

 

 

Interconnection

 

758

 

794

 

(36)

 

(4.5)

 

Roaming

 

154

 

162

 

(8)

 

(4.9)

 

Mobile leases

 

17

 

20

 

(3)

 

(15.0)

 

Data

 

3,613

 

3,677

 

(64)

 

(1.7)

 

Internet

 

2,689

 

1,425

 

1,264

 

88.7

 

Subtotal Mobile Services - Personal

 

10,490

 

8,673

 

1,817

 

21.0

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

I



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

 

 

 

 

 

 

Variation

 

 

 

 

 

1H15

 

1H14

 

$

 

%

 

Retail Voice

 

 

 

 

 

 

 

 

 

Monthly Charges

 

111

 

104

 

7

 

6.7

 

Measured Services

 

142

 

155

 

(13)

 

(8.4)

 

Roaming

 

5

 

5

 

-

 

-

 

Others

 

35

 

13

 

22

 

169.2

 

Wholesale Voice

 

 

 

 

 

 

 

 

 

Interconnection

 

38

 

55

 

(17)

 

(30.9)

 

Roaming

 

15

 

-

 

15

 

n/a

 

Others

 

3

 

2

 

1

 

50.0

 

Data

 

148

 

164

 

(16)

 

(9.8)

 

Internet

 

261

 

207

 

54

 

26.1

 

Subtotal Mobile Services – Núcleo

 

758

 

705

 

53

 

7.5

 

Revenue from services

 

16,174

 

13,403

 

2,771

 

20.7

 

Equipment

 

 

 

 

 

 

 

 

 

Fixed Services

 

23

 

31

 

(8)

 

(25.8)

 

Mobile Services- Personal

 

2,233

 

2,115

 

118

 

5.6

 

Mobile Services – Núcleo

 

66

 

36

 

30

 

83.3

 

Revenue from equipment sales

 

2,322

 

2,182

 

140

 

6.4

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

18,496

 

15,585

 

2,911

 

18.7

 

 

Services revenues amounted to $16,174 (+20.7% vs. 1H14) and represented 87.4% of consolidated revenues (vs. 86.0% in 1H14). Equipment revenues increased 6.4%, amounting to $2,322 and represented 12.6% of consolidated revenues (vs. 14.0% in 1H14).

 

Fixed Services

 

During 1H15, services revenues generated by this segment amounted to $4,926 (+$901 or 22.4% vs. 1H14), where Internet revenues have grown the most (+$572 or +38.1% vs. 1H14), followed by data transmission services (+$156 or +22.8% vs. 1H14) and voice retail services (+$147 or +10.6% vs. 1H14).

 

Ø            Voice

 

Voice retail revenues reached $1,533 in 1H15 (+10.6% vs. 1H14). These revenues are still affected by frozen tariffs of regulated services since 2002. Revenues from regulated services reached approximately 26% of the segment services revenues in 1H15 (vs. 29% in 1H14).

 

Monthly Charges and Supplementary Services increased $36 or +6.1% vs. 1H14, reaching $628, as a consequence of an increase in supplementary services (not regulated), mainly due to an increase of their prices and, to a lesser extent, to the increase in the subscriber base.

 

Revenues generated by measured services (Local Measured Service, Domestic Long Distance and International Long Distance services) amounted to $856 (+$116 or 15.7% vs. 1H14). The increase was mainly due to the increase in plans prices (both in local and long national distance), while customers remain stable. According to this, local measured service revenues increased 24.1% vs. 1H14 and DLD revenues increased 11.6% vs. 1H14. The Average Monthly Revenue per User (“ARBU”) amounted to $62.5 pesos per month in 1H15 vs. $55.7 pesos per month amounted in 1H14, representing an increase of 12.2%. The remaining retail voice revenues amounted to $49 in 1H15 (-9.3% vs. 1H14). The decrease was mainly due to a decrease in customers and consumption of public telecommunication services and a decrease in customers’ rehabilitation charges.

 

Voice wholesale revenues (including fixed and mobile interconnection revenues and lease of circuits, together with the revenues generated by the subsidiary Telecom USA amounting to $66) amounted to $479 in 1H15 (+5.7% vs. 1H14). Interconnection fixed and mobile revenues amounted to $314 and the other wholesale revenues amounted to $165 in 1H15 (+9.3% vs. 1H14), mainly due to higher prices related to cell sites rentals due to the variation of the $/US$ exchange rate.

 

Ø            Data

 

Data revenues (including the revenues generated by the subsidiary Telecom USA amounted to $3) amounted to $839 (+$156 or +22.8% vs. 1H14). These revenues were generated focusing on the Company’s position as an integrated TICs provider (Datacenter, VPN, among others) for wholesale and government segments. The increase was primarily due to higher prices of these services related to the variation of the $/US$ exchange rate and to the increase in the number of customers of these services.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

II



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Ø            Internet

 

Internet revenues amounted to $2,075 (+$572 or +38.1% vs. 1H14) mainly due to the expansion of the Broadband customers (+3.5% vs. 1H14) and an increase in average prices resulting in an improvement in the Average Monthly Revenue per User (“ARPU”), that amounted to $190.1 pesos per month in 1H15 vs. $143.0 pesos per month in 1H14 (+32.9% vs. 1H14). As of June 30, 2015, Telecom Argentina reached approximately 1,786,000 ADSL customers. These connections represent approximately 43.9% of Telecom Argentina’s fixed lines in service (vs. 42.1% in 1H14).

 

Internet revenues represent 11.2% of consolidated revenues (vs. 9.6% 1H14) and 42.1% of Fixed Services segment revenues (vs. 37.3% in 1H14).

 

Personal Mobile Services

 

During 1H15, total services revenues amounted to $10,490 (+$1,817 or 21.0% vs. 1H14), being the principal business segment in revenues terms (64.9% and 64.7% of services consolidated revenues in 1H15 and 1H14, respectively). Personal reached 19.4 million subscribers in Argentina (-1.8% vs. 1H14). Approximately 68% of the subscriber base is prepaid subscribers and 32% is postpaid subscribers (including “Cuentas claras” plans and Mobile Internet dongles). The churn rate per month amounted to 3.1% in 1H15 (vs. 2.9% in 1H14).

 

Ø            Voice

 

Voice retail revenues amounted to $3,259 in 1H15 (+25.6% vs. 1H14). The increase was mainly due to the increase in monthly charges prices in the postpaid and “Cuentas claras” subscriber base and prepaid services, offset by the net variation of the subscriber base showing an increase in “Cuentas claras” and a decrease in postpaid and prepaid subscribers as compared to 1H14.

 

Voice wholesale revenues amounted to $929 in 1H15 (-4.8% vs. 1H14), mainly due to the decrease in interconnection traffic volume (especially Roaming and CPP).

 

Ø            Data

 

Mobile data services revenues amounted to $3,613 (-$64 or -1.7% vs. 1H14). The decrease was due to lower revenues from the principal item of VAS revenues, SMS consumption, which decreased $330 as compared to 1H14 (-14.1%), showing a decrease in TOU (-44.4% vs. 1H14) and an increase in such services prices for “Cuentas claras” and postpaid subscribers.  Notwithstanding, this effect was partially offset with a constant increase of the SMS with content sales, as a result of several campaigns launched by Personal, which represented an inter-annual increase of $286 or +23.0%.

 

Ø            Internet

 

Mobile Internet revenues amounted to $2,689 (+$1,264 or +88.7% vs. 1H14). This increase is mainly explained by the increase in browsing services consumption of Personal’s subscribers, which was mainly fueled by the increase in the offer of services, plans and packs (including VAS) launched by Personal. This growth was fueled by new subscribers, the migration of the existing ones to higher-value plans and the increase of subscribers that acquired 3G handsets, which facilitate Internet browsing in all subscribers’ segments. Internet flat rate services revenues have decreased mainly due to the decrease of Mobile Internet dongles subscribers (-38% vs.1H14).

 

As a consequence of the increase in monthly charges tariffs and Internet consumption, ARPU increased to $86.4 pesos per month in 1H15 (vs. $70.0 pesos per month in 1H14), which represents an increase of 23.5%.

 

VAS revenues (data and Internet) amounted to $6,302 (+23.5% vs. 1H14) and represented 60.1% of Personal Mobile Services’ services revenues (vs. 58.8% in 1H14).

 

Núcleo Mobile Services

 

This segment generated services revenues equivalent to $758 during 1H15 (+$53 or 7.5% vs. 1H14) mainly due to the Internet revenues increase (+26.1% vs. 1H14), mainly related to the increase of browsing generated by subscribers with mobile equipment prepared for that purpose. As of June 30, 2015, Núcleo’s subscriber base reached 2.5 million customers. Prepaid and postpaid subscribers (including “Plan Control” subscribers and mobile Internet subscribers) represented 80% and 20% in 1H15, respectively.

 

VAS revenues (data and Internet) amounted to $409 (+10.2% vs. 1H14) and represented 54.0% of Núcleo Mobile Services segment services revenues (vs. 52.6% in 1H14).

 

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

III



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

The Telecom Group’s services revenues increased 20.7% showing a 60.0% increase of Internet revenues in all segments vs. 1H14, increasing its margin over total services revenues according to the following table:

 

 

 

Six-month periods ended
June 30,

 

1H15 vs.
1H14

%
variation

 

 

 

2015

 

%

 

2014

 

%

 

 

 

Voice Retail

 

5,085

 

31

 

4,258

 

32

 

19.4

 

Voice Wholesale

 

1,464

 

10

 

1,486

 

11

 

(1.5

)

Total Voice

 

6,549

 

41

 

5,744

 

43

 

14.0

 

Internet

 

5,025

 

31

 

3,135

 

23

 

60.3

 

Data

 

4,600

 

28

 

4,524

 

34

 

1.7

 

Total service revenues

 

16,174

 

100

 

13,403

 

100

 

20.7

 

 

Equipment

 

Revenues from equipment amounted to $2,322, +$140 or +6.4% vs. 1H14. This increase is mainly related to the Personal Mobile Services segment with an increase of $118 vs. 1H14 due to lower handsets sold (-33% vs. 1H14) but with an increase in handset’s average sale prices (+58% vs. 1H14), resulting in a higher operating margin of handsets (+$298 or +103.1% vs. 1H14).

 

·                 Operating costs

 

Consolidated operating costs –including depreciations, amortizations and gain on disposal of PP&E and impairment of PP&E– totaled $15,359 in 1H15, which represents an increase of $2,362 or +18.2% vs. 1H14. The increase in costs is mainly a consequence of a higher revenues, higher expenses related to competition in mobile and Internet businesses, higher direct and indirect labor costs on the cost structure of the Telecom Group in Argentina, the increase in fees for services related to higher supplier prices, the increase in taxes and fees with the Regulatory Authority, the increase of VAS costs, the increase in bad debt expenses, higher provisions costs and higher agent commissions, which were mitigated by the lower cost of equipment and handsets of $173.

 

 

 

 

 

 

 

 

Variation

Variation in $ by segment

 

 

1H15

 

 

1H14

 

 

$

 

 

%

 

 

Fixed
Serv.

 

 

Personal
M. Serv.

 

 

Núcleo
M. Serv.

 

Employee benefit expenses and severance payments

 

(3,258)

 

 

(2,537)

 

 

(721)

 

 

28.4

 

 

(544)

 

 

(171)

 

 

(6)

 

Interconnection costs and other telecommunication charges

 

(1,001)

 

 

(1,020)

 

 

19

 

 

(1.9)

 

 

(5)

 

 

4

 

 

20

 

Fees for services, maintenance, materials and supplies

 

(1,869)

 

 

(1,599)

 

 

(270)

 

 

16.9

 

 

(122)

 

 

(141)

 

 

(7)

 

Taxes and fees with the Regulatory Authority

 

(1,853)

 

 

(1,564)

 

 

(289)

 

 

18.5

 

 

(54)

 

 

(232)

 

 

(3)

 

Commissions

 

(1,909)

 

 

(1,480)

 

 

(429)

 

 

29.0

 

 

(31)

 

 

(374)

 

 

(24)

 

Agent commissions capitalized as SAC

 

513

 

 

362

 

 

151

 

 

41.7

 

 

13

 

 

136

 

 

2

 

Cost of equipment and handsets

 

(1,777)

 

 

(1,950)

 

 

173

 

 

(8.9)

 

 

2

 

 

213

 

 

(42)

 

Cost of equipment and handsets capitalized as SAC

 

42

 

 

57

 

 

(15)

 

 

(26.3)

 

 

-

 

 

(22)

 

 

7

 

Advertising

 

(370)

 

 

(341)

 

 

(29)

 

 

8.5

 

 

24

 

 

(51)

 

 

(2)

 

Cost of VAS

 

(597)

 

 

(406)

 

 

(191)

 

 

47.0

 

 

(10)

 

 

(166)

 

 

(15)

 

Provisions

 

(167)

 

 

(102)

 

 

(65)

 

 

63.7

 

 

(16)

 

 

(49)

 

 

-

 

Bad debt expenses

 

(281)

 

 

(233)

 

 

(48)

 

 

20.6

 

 

22

 

 

(71)

 

 

1

 

Other operating expenses

 

(845)

 

 

(683)

 

 

(162)

 

 

23.7

 

 

(69)

 

 

(87)

 

 

(6)

 

Subtotal

 

(13,372)

 

 

(11,496)

 

 

(1,876)

 

 

16.3

 

 

(790)

 

 

(1,011)

 

 

(75)

 

Depreciation of PP&E

 

(1,391)

 

 

(1,106)

 

 

(285)

 

 

25.8

 

 

(112)

 

 

(162)

 

 

(11)

 

Amortization of SAC and service connection charges

 

(457)

 

 

(393)

 

 

(64)

 

 

16.3

 

 

(19)

 

 

(41)

 

 

(4)

 

Amortization of 3G/4G Licenses

 

(131)

 

 

-

 

 

(131)

 

 

n/a

 

 

-

 

 

(131)

 

 

-

 

Amortization of other intangible assets

 

(11)

 

 

(12)

 

 

1

 

 

(8.3)

 

 

-

 

 

-

 

 

1

 

Gain on disposal of PP&E and impairment of PP&E

 

3

 

 

10

 

 

(7)

 

 

(70.0)

 

 

10

 

 

(17)

 

 

-

 

Total operating costs

 

(15,359)

 

 

(12,997)

 

 

(2,362)

 

 

18.2

 

 

(911)

 

 

(1,362)

 

 

(89)

 

 

The costs breakdown is as follows:

 

Employee benefit expenses and severance payments

 

Employee benefit expenses and severance payments amounted to $3,258 (+$721 or +28.4% vs. 1H14). The increase was mainly due to increases in salaries agreed by Telecom Argentina with several trade unions for the unionized employees and also to non-unionized employees, together with related social security charges. With a total headcount of 16,286 by the end of 1H15 (vs. 16,549 employees in 1H14), lines in service per employee reached 375 in the Fixed Services segment (+1.1% vs. 1H14), subscribers per employee reached 3,854 in the Personal Mobile Services segment (slightly lower than 1H14) and subscribers per employee reached 6,220 (+10.7% vs. 1H14) in the Núcleo Mobile Services segment.

 

Employee benefit expenses and severance payments represents in 1H15 17.6% of revenues (vs. 16.3% in 1H14).

 

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

IV



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Interconnection costs and other telecommunication charges

 

Interconnection costs and other telecommunication charges (including charges for TLRD, Roaming, Interconnection costs, cost of international outbound calls and lease of circuits) amounted to $1,001 (-$19 or -1.9% vs. 1H14). The decrease was mainly due to a lower traffic volume in roaming vs. 1H14.

 

Fees for services, maintenance, materials and supplies

 

Fees for services, maintenance, materials and supplies amounted to $1,869, +$270 or +16.9% vs. 1H14. The increase was mainly due to higher maintenance costs of radio bases and buildings in the mobile services segments, as a result of the variation in the $/US$ exchange rate, an increase in technical assistance cost of radio bases, higher costs of building maintenance, higher costs of sites location and storage costs.

 

There were also increases in other maintenance costs and fees for services, mainly due to higher costs recognized to suppliers in all segments.

 

Taxes and fees with the Regulatory Authority

 

Taxes and fees with the Regulatory Authority (including turnover tax, fees with the Regulatory Authority, IDC, municipal and other taxes) amounted to $1,853 (+18.5% vs. 1H14), influenced mainly by the increase in revenues of fixed and mobile services and by the increase of the IDC related to higher collections and payments to suppliers in 1H15 vs. 1H14.

 

Commissions

 

Commissions (including Agent, distribution of prepaid cards and other commissions) amounted to $1,909 (+$429 or +29.0% vs. 1H14). The increase was mainly due to the increase in Agents’ commissions (associated to higher revenues) as a result of higher customer’s acquisition and retention costs recognized to them and the increase of outsourced sales commissions and collection commissions.

 

On the other hand, agent commissions capitalized as SAC amounted to $513, +$151 or +41.7% vs.1H14, and it’s directly related to the increase in the “Cuentas claras” subscribers’ base in the Personal Mobile Services segment and the increase in the commissions prices related to higher cash flow as compared to 1H14.

 

Cost of equipment and handsets

 

Cost of equipments and handsets amounted to $1,777 (-$173 or -8.9% vs. 1H14) mainly due to a decrease in the units of handsets sold (-33% vs. 1H14), partially offset by an increase in the average unit cost of sales (+31% vs. 1H14) in the Personal Mobile Services segment.

 

On the other hand, SAC deferred costs from handsets sold amounted to $42, -$15 or -26.3% vs. 1H14. The lower capitalized amount was mainly due to the significant reduction of subsidies provided to customers in the Personal Mobile Services segment, especially in the “Cuentas claras” and postpaid segments.

 

Advertising

 

Advertising amounted to $370 (+$29 or +8.5% vs. 1H14), mainly due to higher commercial campaigns of Personal related to the launching of the 4G services throughout the whole country as compared to 1H14.

 

Cost of VAS

 

Cost of VAS amounted to $597 (+$191 or +47.0% vs. 1H14). The increase was mainly due to the increase of VAS sales in the Personal Mobile Services segment, especially the SMS with content service, which grew as a consequence of several campaigns launched by Personal. Cost of VAS over its related revenues increased 30.0% in 1H14 vs. 35.0% in 1H15.

 

Provisions

 

Provisions amounted to $167, +$65 or +63.7% vs. 1H14. The increase was mainly due to higher labor claims (+$51 vs. 1H14) and higher civil and commercial claims (+$31 vs. 1H14), partially offset by lower regulatory and municipal contingencies (-$17 vs. 1H14).

 

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

V



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Bad debt expenses

 

Bad debt expenses amounted to $281 (+$48 or +20.6% vs. 1H14), representing approximately 1.5% of the consolidated revenues in 1H15 and 1H14, respectively. The major increase is observed in the Personal Mobile Services segment as a consequence of higher aging of the accounts receivables and higher incidence of handsets sales directly financed by Personal to its postpaid and “Cuentas claras” subscribers. The mentioned increase was partially offset by a $22 decrease of these expenses in the Government and Corporate segment in Telecom Argentina in 2Q15 as a consequence of the collections from some governmental entities.

 

Other operating costs

 

Other operating costs amounted to $845 (+$162 or +23.7% vs. 1H14). The increase was mainly due to higher prices on related services, especially in transportation, freight and travel expenses (+$54 or +20.5% vs. 1H14), among others, in the operations in Argentina; the increase of rent prices (+$58 or +30.1% vs. 1H14), as a result of new agreements and the renegotiation of some of the existing ones and the increase of the consumption of electricity (+$50 or +40.7% vs. 1H14).

 

·                Operating income before depreciation and amortization

 

Operating income before depreciation and amortization amounted to $5,135 (+$1,016 or 24.7% vs. 1H14), representing 27.8% of consolidated revenues in 1H15 (vs. 26.4% in 1H14). This growth was mainly fueled by the Fixed Services segment (+$366 or +38.2% vs. 1H14) and Personal Mobile Services segment (+$645 or +22.4% vs. 1H14).

 

Operating income before depreciation and amortization generated by equipment and handset sales (including SAC capitalization) amounted to $587 in 1H15 vs. $289 in 1H14 (+$298 or 103.1% vs. 1H14), while operating income before depreciation and amortization generated by services sales amounted to $4,548 in 1H15 vs. $3,830 in 1H14 (+$718 or +18.7% vs. 1H14).

 

Depreciation and amortization

 

Depreciation and amortization amounted to $1,990 (+$479 or +31.7% vs. 1H14). The increase in depreciation and amortization includes $285 from PP&E depreciation, $130 from amortization of intangible assets without SAC (mainly 3G/4G Licenses which started their amortization in December 2014 and June 2015 and generated $131 in 1H15) and $64 from amortization of SAC and service connection costs. The increase in depreciation and amortization corresponds 27% to the Fixed Services segment and 73% to the mobile services segments.

 

Gain on disposal of PP&E and impairment of PP&E

 

Gain on disposal of PP&E increased $3 vs. 1H14 and an impairment of $10 related to work in progress was recorded in 1H15.

 

·                Operating income

 

Operating income amounted to $3,148 in 1H15 (+$530 or 20.2% vs. 1H14). The margin over consolidated revenues represented 17.0% in 1H15 (vs. 16.8% in 1H14). This growth was mainly fueled by the Personal Mobile Services segment (+$294 or +13.9% vs. 1H14) and the Fixed Services segment (+$245 or +63.1% vs. 1H14).

 

·                Financial results, net

 

Financial results, net resulted in a net loss of $119, representing an increase of $273 vs. 1H14. This net loss is related to the net financial position, which turned into a net financial debt for the first time since September 2009.The increase was mainly due to higher interests on provisions (-$19 vs. 1H14), higher interests on loans (-$71 vs. 1H14), lower net gains on NDF (-$41 vs. 1H14) and lower financial interest on time deposits and other investments (-$270 vs. 1H14), partially offset by higher interests on receivables (+$10 vs. 1H14) and lower net foreign currency exchange losses (+$127 vs. 1H14).

 

·                Net income

 

Telecom Argentina reached a net income of $1,978 in 1H15, +$142 or +7.7% as compared to 1H14, representing 10.7% of the consolidated revenues in 1H15 (vs. 11.8% in 1H14). Net income attributable to Telecom Argentina amounted to $1,956 in 1H15, +$151 or +8.4% as compared to 1H14.

 

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

VI



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

·                Net financial assets

 

As of June 30, 2015, net financial debt (Cash and Cash Equivalents plus financial investments minus Financial debt) amounted to $1,078, showing a decrease of $4,885 as compared to the net financial asset as of June 30, 2014 (amounting to $3,807). This variation was mainly due to a decrease in the generation of cash from operating activities of the Telecom Group, mainly by higher CAPEX –which include the acquisition of the 3G/4G Licenses amounting to $5,786 as of December 2014 and June 2015- and cash dividends paid to its shareholders’ for a total amount of $1,451 (including tax withholding on cash dividends). The Fixed Services segment has a financial asset of $720 while Personal Mobile Services segment has a net financial debt of $1,578 and Núcleo Mobile Services segment has a net financial debt of $220.

 

·                Capital expenditures (CAPEX)

 

CAPEX composition for 1H15 and 1H14 is as follows:

 

 

 

In millions of $

 

% of participation

 

Variation

 

 

 

1H15

 

 

1H14

 

1H15

 

 

1H14

 

$

 

 

%

 

Fixed Services

 

908

 

899

 

19%

 

40%

 

9

 

1

 

Personal Mobile Services (*)

 

3,612

 

1,241

 

77%

 

55%

 

2,371

 

191

 

Núcleo Mobile Services

 

170

 

125

 

4%

 

5%

 

45

 

36

 

Total CAPEX

 

4,690

 

2,265

 

100%

 

100%

 

2,425

 

107

 

 

(*) Include 4G License for an amount of $2,256.

 

PP&E CAPEX amounted to $1,826 and intangible assets CAPEX amounted to $2,864 in 1H15, while in 1H14 amounted to $1,806 and $459, respectively. The increase in intangible assets CAPEX was due to the acquisition of the last Lot of 4G Licenses for an amount of $2,256 during June 2015.

 

In relative terms, CAPEX represented 25.4% of consolidated revenues in 1H15 (14.5% in 1H14), and were intended mainly to the already mentioned 4G License (12.2% of consolidated revenues in 1H15), to the external wiring and network access equipment, to the initial deployment of the new 4G network, transmission and switching equipment, computer equipment and SAC.

 

PP&E and intangible assets additions (CAPEX plus materials additions) for 1H15 and 1H14 are as follows:

 

 

 

In millions of $

 

% of participation

 

Variation

 

 

 

1H15

 

 

1H14

 

1H15

 

 

1H14

 

$

 

 

%

 

Fixed Services

 

1,147

 

1,131

 

22%

 

45%

 

16

 

1

 

Personal Mobile Services (*)

 

3,851

 

1,229

 

74%

 

49%

 

2,622

 

213

 

Núcleo Mobile Services

 

186

 

134

 

4%

 

6%

 

52

 

39

 

Total additions

 

5,184

 

2,494

 

100%

 

100%

 

2,690

 

108

 

 

(*) Include 4G License for an amount of $2,256.

 

Main PP&E CAPEX projects are related to the expansion of fixed broadband services in order to improve transmission and speed offered to customers; deployment of 3G and 4G services to support the growth of mobile Internet, improvement of the quality service together with the launch of innovative VAS services and the expansion of transmission and transport networks to meet the growing demand of services of our fixed and mobile customers.

 

3.            Telecom Group’s activities for the three-month periods ended June 30, 2015 (“2Q15”) and 2014 (“2Q14”)

 

Telecom Group’s net income amounted to $937 in 2Q15, +$7 or 0.8% vs. 2Q14. Net income attributable to Telecom Argentina amounted to $928 in 2Q15 (+$12 or 1.3% vs. 2Q14).

 

Total revenues and other income increased 18.3% vs. 2Q14 and operating income before depreciation and amortization amounted to $2,501 (+$494 or 24.6% vs. 2Q14), representing 26.0% of the consolidated revenues (vs. 24.7% in 2Q14). Operating income amounted to $1,468 (+$227 or 18.3% vs. 2Q14). Financial results, net amounted to -$30 (-$216 vs. 2Q14), while income tax expenses amounted to $501 (+$4 or 0.8% vs. 2Q14).

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

VII



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

 

 

 

 

 

Variation

 

 

 

2Q15

 

2Q14

 

$

 

%

 

Revenues

 

9,624

 

8,119

 

1,505

 

18.5

 

Other income

 

4

 

20

 

(16)

 

(80.0)

 

Operating costs without depreciation and amortization

 

(7,127)

 

(6,132)

 

(995)

 

16.2

 

Operating income before depreciation and amortization

 

2,501

 

2,007

 

494

 

24.6

 

Depreciation and amortization

 

(1,033)

 

(772)

 

(261)

 

33.8

 

Gain on disposal of PP&E and impairment of PP&E

 

-

 

6

 

(6)

 

n/a

 

Operating income

 

1,468

 

1,241

 

227

 

18.3

 

Financial results, net

 

(30)

 

186

 

(216)

 

n/a

 

Income before income tax expense

 

1,438

 

1,427

 

11

 

0.8

 

Income tax expense

 

(501)

 

(497)

 

(4)

 

0.8

 

Net income

 

937

 

930

 

7

 

0.8

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Telecom Argentina (Controlling Company)

 

928

 

916

 

12

 

1.3

 

Non-controlling interest

 

9

 

14

 

(5)

 

(35.7)

 

 

 

937

 

930

 

7

 

0.8

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share attributable to Telecom Argentina (in pesos)

 

0.96

 

0.94

 

 

 

 

 

 

During 2Q15 consolidated revenues increased 18.5% (+$1,505 vs. 2Q14) amounting to $9,624, mainly fueled by mobile services, Broadband and data in the Fixed Services segment.

 

 

 

 

 

 

 

Variation

 

Services

 

2Q15

 

2Q14

 

$

 

%

 

Retail Voice

 

788

 

704

 

84

 

11.9

 

Wholesale Voice

 

244

 

228

 

16

 

7.0

 

Data

 

432

 

364

 

68

 

18.7

 

Internet

 

1,102

 

777

 

325

 

41.8

 

Subtotal Fixed Services

 

2,566

 

2,073

 

493

 

23.8

 

Retail Voice

 

1,557

 

1,250

 

307

 

24.6

 

Wholesale Voice

 

448

 

488

 

(40)

 

(8.2)

 

Data

 

1,768

 

1,890

 

(122)

 

(6.5)

 

Internet

 

1,501

 

781

 

720

 

92.2

 

Subtotal Personal Mobile Services

 

5,274

 

4,409

 

865

 

19.6

 

Retail Voice

 

145

 

151

 

(6)

 

(4.0)

 

Wholesale Voice

 

30

 

30

 

-

 

-

 

Data

 

68

 

79

 

(11)

 

(13.9)

 

Internet

 

132

 

102

 

30

 

29.4

 

Subtotal Núcleo Mobile Services

 

375

 

362

 

13

 

3.6

 

Total services revenues

 

8,215

 

6,844

 

1,371

 

20.0

 

Equipment

 

 

 

 

 

 

 

 

 

Fixed Services

 

13

 

18

 

(5)

 

(27.8)

 

Personal Mobile Services

 

1,352

 

1,236

 

116

 

9.4

 

Núcleo Mobile Services

 

44

 

21

 

23

 

109.5

 

Total equipment revenues

 

1,409

 

1,275

 

134

 

10.5

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

9,624

 

8,119

 

1,505

 

18.5

 

 

Consolidated operating costs –including depreciation, amortization and gain on disposal of PP&E and impairment of PP&E– amounted to $8,160 in 2Q15, which represented an increase of $1,262 or 18.3% vs. 2Q14. The increase in costs is mainly a consequence of a higher revenues, higher expenses related to competition in mobile and Internet businesses, higher direct and indirect labor costs on the cost structure in Argentina, the increase in fees for services related to higher supplier prices, the increase in taxes and fees with the Regulatory Matters, the increase in taxes and fees with the Regulatory Matters and the increase of VAS costs, partially offset by lower bad debt expenses and equipment and handsets cost .

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

VIII



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

 

 

 

 

 

Variation

 

 

 

2Q15

 

2Q14

 

$

 

%

 

Employee benefit expenses and severance payments

 

(1,715)

 

(1,354)

 

(361)

 

26.7

 

Interconnection costs and other telecommunication charges

 

(501)

 

(505)

 

4

 

(0.8)

 

Fees for services, maintenance, materials and supplies

 

(980)

 

(844)

 

(136)

 

16.1

 

Taxes and fees with the Regulatory Authority

 

(980)

 

(809)

 

(171)

 

21.1

 

Commissions

 

(1,086)

 

(806)

 

(280)

 

34.7

 

Agent commissions capitalized as SAC

 

313

 

229

 

84

 

36.7

 

Cost of equipment and handsets

 

(1,117)

 

(1,144)

 

27

 

(2.4)

 

Cost of equipment and handsets capitalized as SAC

 

22

 

26

 

(4)

 

(15.4)

 

Advertising

 

(179)

 

(177)

 

(2)

 

1.1

 

Cost of VAS

 

(304)

 

(215)

 

(89)

 

41.4

 

Provisions

 

(74)

 

(65)

 

(9)

 

13.8

 

Bad debt expenses

 

(98)

 

(115)

 

17

 

(14.8)

 

Other operating expenses

 

(428)

 

(353)

 

(75)

 

21.2

 

Subtotal

 

(7,127)

 

(6,132)

 

(995)

 

16.2

 

Depreciation of PP&E

 

(714)

 

(568)

 

(146)

 

25.7

 

Amortization of SAC and service connection charges

 

(241)

 

(198)

 

(43)

 

21.7

 

Amortization of 3G/4G Licenses

 

(72)

 

-

 

(72)

 

n/a

 

Amortization of other intangible assets

 

(6)

 

(6)

 

-

 

-

 

Gain on disposal of PP&E and impairment of PP&E

 

-

 

6

 

(6)

 

n/a

 

Total operating costs

 

(8,160)

 

(6,898)

 

(1,262)

 

18.3

 

 

CAPEX amounted to $3,826 in 2Q15 (including $2,256 related to the acquisition of Lot 8 of 4G Spectrum) and amounted to $1,203 in 2Q14 (+$2,623 or +218.0%).

 

 

 

4.            Summary of comparative consolidated statements of financial position

 

 

 

 

June 30,

 

 

 

2015

 

2014

 

2013

 

2012

 

2011

 

Current assets

 

7,983

 

8,346

 

8,987

 

5,277

 

3,505

 

Non-current assets

 

22,988

 

15,309

 

11,089

 

10,012

 

8,959

 

Total assets

 

30,971

 

23,655

 

20,076

 

15,289

 

12,464

 

Current liabilities

 

12,277

 

8,695

 

6,801

 

5,019

 

4,300

 

Non-current liabilities

 

2,821

 

2,094

 

1,729

 

1,620

 

1,232

 

Total liabilities

 

15,098

 

10,789

 

8,530

 

6,639

 

5,532

 

Equity attributable to Telecom Argentina (Controlling Company)

 

15,537

 

12,538

 

11,349

 

8,503

 

6,790

 

Equity attributable non-controlling interest

 

336

 

328

 

197

 

147

 

142

 

Total Equity

 

15,873

 

12,866

 

11,546

 

8,650

 

6,932

 

Total liabilities and equity

 

30,971

 

23,655

 

20,076

 

15,289

 

12,464

 

 

 

 

5.            Summary of comparative consolidated income statements

 

 

 

 

2Q15

 

2Q14

 

2Q13

 

2Q12

 

2Q11

 

1H15

 

1H14

 

1H13

 

1H12

 

1H11

 

Revenues and other income

 

9,628

 

8,139

 

6,653

 

5,259

 

4,457

 

18,507

 

15,615

 

12,726

 

10,389

 

8,601

 

Operating costs

 

(8,160)

 

(6,898)

 

(5,708)

 

(4,410)

 

(3,486)

 

(15,359)

 

(12,997)

 

(10,666)

 

(8,507)

 

(6,672)

 

Operating income

 

1,468

 

1,241

 

945

 

849

 

971

 

3,148

 

2,618

 

2,060

 

1,882

 

1,929

 

Financial results, net

 

(30)

 

186

 

79

 

51

 

(2)

 

(119)

 

154

 

214

 

112

 

17

 

Income before income tax expense

 

1,438

 

1,427

 

1,024

 

900

 

969

 

3,029

 

2,772

 

2,274

 

1,994

 

1,946

 

Income tax expense

 

(501)

 

(497)

 

(362)

 

(314)

 

(333)

 

(1,051)

 

(936)

 

(799)

 

(700)

 

(670)

 

Net income

 

937

 

930

 

662

 

586

 

636

 

1,978

 

1,836

 

1,475

 

1,294

 

1,276

 

Other comprehensive income, net of tax

 

(49)

 

27

 

(34)

 

(4)

 

13

 

(49)

 

233

 

29

 

21

 

60

 

Total comprehensive income

 

888

 

957

 

628

 

582

 

649

 

1,929

 

2,069

 

1,504

 

1,315

 

1,336

 

Attributable to Telecom Argentina (Controlling Company)

 

895

 

934

 

631

 

574

 

635

 

1,923

 

1,957

 

1,473

 

1,289

 

1,301

 

Attributable to non-controlling interest

 

(7)

 

23

 

(3)

 

8

 

14

 

6

 

112

 

31

 

26

 

35

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

IX



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

6.            Statistical data (in physical units)

 

 

v           Fixed services

 

Voice and data services (in thousands, except for lines in service per inhabitants and employees)

 

 

 

 

 

1H15

 

 

1H14

 

 

1H13

 

 

1H12

 

 

1H11

 

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

Equipment lines

 

 

3,551

 

 

-

 

 

3,528

 

 

-

 

 

3,823

 

 

15

 

 

3,804

 

 

4

 

 

3,804

 

 

3

NGN lines

 

 

1,295

 

 

18

 

 

1,184

 

 

8

 

 

1,108

 

 

16

 

 

987

 

 

32

 

 

923

 

 

43

Installed lines (a)

 

 

4,846

 

 

18

 

 

4,712

 

 

8

 

 

4,931

 

 

31

 

 

4,791

 

 

36

 

 

4,727

 

 

46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines in service (b)

 

 

4,064

 

 

(13)

 

 

4,103

 

 

(5)

 

 

4,114

 

 

5

 

 

4,148

 

 

10

 

 

4,119

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customers lines (c)

 

 

3,989

 

 

(12)

 

 

4,025

 

 

(3)

 

 

4,033

 

 

6

 

 

4,064

 

 

10

 

 

4,033

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Public phones installed

 

 

28

 

 

(1)

 

 

31

 

 

(2)

 

 

35

 

 

(1)

 

 

39

 

 

-

 

 

42

 

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines in service per 100 inhabitants (d)

 

 

19.3

 

 

-

 

 

19.7

 

 

-

 

 

19,9

 

 

-

 

 

20.3

 

 

-

 

 

20.4

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines in service per employee (e)

 

375

 

 

5

 

 

371

 

 

(2)

 

 

373

 

 

2

 

 

370

 

 

-

 

 

372

 

 

(5)

 

(a)         Reflects total number of lines available in Switches, considered independently of its technology (TDM or NGN).

(b)         Includes customers lines, own lines, public telephones and DDE and ISDN channels.

(c)         The number of customers is measured in relation to the physical occupation of network resources.

(d)         Corresponding to the Northern Region of Argentina.

(e)         Defined as lines in service / number of actual employees.

 

Internet (in thousands)

 

 

 

 

1H15

 

 

1H14

 

 

1H13

 

 

1H12

 

 

1H11

 

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total ADSL subscribers

 

 

1,786

 

 

18

 

 

1,726

 

 

12

 

 

1,634

 

 

8

 

 

1,594

 

 

28

 

 

1,457

 

 

50

 

v           Mobile services

 

Personal (in thousands, except for subscriber per employee disclosed in units)

 

 

 

 

1H15

 

 

1H14

 

 

1H13

 

 

1H12

 

 

1H11

 

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

Post-paid subscribers (i)

 

 

2,063

 

 

30

 

 

2,303

 

 

(62)

 

 

2,437

 

 

22

 

 

2,296

 

 

70

 

 

1,988

 

 

102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

“Cuentas claras” plans (i)

 

 

4,010

 

 

72

 

 

3,853

 

 

(3)

 

 

3,644

 

 

61

 

 

3,232

 

 

56

 

 

2,887

 

 

73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid subscribers (ii)

 

 

13,213

 

 

(4)

 

 

13,407

 

 

(54)

 

 

12,905

 

 

142

 

 

12,714

 

 

42

 

 

12,125

 

 

284

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dongles (iii)

 

 

132

 

 

(12)

 

 

213

 

 

(18)

 

 

321

 

 

(32)

 

 

481

 

 

8

 

 

392

 

 

51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total subscribers

 

 

19,418

 

 

86

 

 

19,776

 

 

(137)

 

 

19,307

 

 

193

 

 

18,723

 

 

176

 

 

17,392

 

 

510

 

Lines per employee

 

 

3,854

 

 

-

 

 

3,912

 

 

-

 

 

3,680

 

 

-

 

 

3,651

 

 

-

 

 

3,789

 

 

-

 

Núcleo (in thousands, except for subscriber per employee disclosed in units)

 

 

 

 

1H15

 

 

1H14

 

 

1H13

 

 

1H12

 

 

1H11

 

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

 

 

Accumulated

 

 

Quarter

Post-paid subscribers (i)

 

 

29

 

 

1

 

 

29

 

 

1

 

 

29

 

 

-

 

 

29

 

 

(1)

 

 

27

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

“Plan control” subscribers (i)

 

 

345

 

 

13

 

 

308

 

 

4

 

 

278

 

 

8

 

 

238

 

 

11

 

 

207

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid subscribers (ii)

 

 

2,021

 

 

-

 

 

1,904

 

 

(25)

 

 

1,906

 

 

18

 

 

1,849

 

 

20

 

 

1,664

 

 

60

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dongles (iii)

 

 

118

 

 

(5)

 

 

141

 

 

(6)

 

 

162

 

 

20

 

 

119

 

 

9

 

 

76

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal mobile

 

 

2,513

 

 

9

 

 

2,382

 

 

(26)

 

 

2,375

 

 

46

 

 

2,235

 

 

39

 

 

1,974

 

 

82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Internet subscribers - Wimax

 

 

5

 

 

-

 

 

5

 

 

-

 

 

6

 

 

-

 

 

7

 

 

-

 

 

9

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total subscribers

 

 

2,518

 

 

9

 

 

2,387

 

 

(26)

 

 

2,381

 

 

46

 

 

2,242

 

 

39

 

 

1,983

 

 

82

 

Lines per employee (iv)

 

 

6,220

 

 

-

 

 

5,618

 

 

-

 

 

5,422

 

 

-

 

 

5,174

 

 

-

 

 

4,634

 

 

-

 

(i)                                        Lines which are paid through customer billing.

(ii)                                      Prepaid lines which were refilled at least once in the last 13 months.

(iii)                                    Corresponds to mobile Internet subscribers with post-paid, “Cuentas claras”, “Plan control” and prepaid contracts.

(iv)                                    Internet Wimax subscribers are not included.

 

 

7.            Consolidated ratios

 

 

 

 

 

1H15

 

 

1H14

 

 

1H13

 

 

1H12

 

 

1H11

Liquidity (1)

 

 

0.65

 

 

0.96

 

 

1.32

 

 

1.05

 

 

0.82

Solvency (2)

 

 

1.05

 

 

1.19

 

 

1.35

 

 

1.30

 

 

1.25

Locked-up capital (3)

 

 

0.74

 

 

0.65

 

 

0.55

 

 

0.65

 

 

0.72

 

(1)             Current assets/Current liabilities.

(2)             Total equity/Total liabilities.

(3)             Non-current assets/Total assets.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

X



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

8.            Outlook

 

 

In 2015, the evolution of the fixed services segment is expected to continue in line with the trend experienced over the past years and shall be influenced by the level of maturity of the market with focus on increasing the value of the customers’ base. In the Broadband business, Arnet continued capturing the growth opportunities the market offers, extending the offer of services with higher speeds and with proposals of overall integrated offers for customers (Internet, the fixed services segment and cellular mobile calls).

 

As regards pricing in the Fixed Services segment, the Company will continue the correspondent proceedings pursuant the new rules proposed by the LAD to reach the readjustment of the prices of the regulated services, and with them, of the economic-financial equation of Telecom Argentina (Note 10.i to the consolidated financial statements). The growing pressures over the cost structure of the Company and its investment plans seeking to modernize its infrastructure to provide next-generation services emphasize this need.

 

During fiscal year 2015, Personal’s leadership strengths shall be consolidated by means of new added value added services especially in mobile broadband, based on the deployment of the new 4G networks which multiply tenfold the speed of mobile Internet speed in mobility. In this way, as the LTE infrastructure deploys on a national level, it is expected that our customers increase their access to content, among others, of the Personal Play platform (music, games and videos), the latter being one of the highest factors for revenue growth.

 

At the same time, and following with the commitment with quality, the Company expects to continue working to optimize the experience of customers who use the 3G/HSPA+ network, by means of improvements in the network infrastructure made possible as from December 2014 with the acquisition of additional spectrum. In this way, the third generation services will also expand, continuing with the technological reconversion and extension of the capacity of the network.

 

The infrastructure improvements and the availability of a wide portfolio of advanced devices within the offer will continue to be drivers of higher revenues based on innovative and convenient commercial proposals for those who choose Personal as mobile operator. This assumes favorable conditions for foreign trading, access to the exchange market and financing of LTE equipment, 4G handsets, hardware and software by the Telecom Group and its technological suppliers.

 

It is foreseen that the expansion of the subscribers’ base will develop at lower rates due to the level of maturity and the high penetration of mobile services in the market.

 

The recent Telecom Argentina’s corporate purpose change authorized by the AFTIC, by adapting it to the LAD provisions (Note 10.g to the consolidated financial statements) will allow the Company to expand its products and services offer and provides the Company with a better background to improve its position in ICTs and Audiovisual Communication markets.

 

The strategy implemented by the Management of the Company lays out the basic necessary fundamentals for the Telecom Group to pursue its objectives of continuous improvement of the quality of its services, to strengthen its market position and to improve its operating efficiency in order to satisfy the growing needs of the dynamic telecommunications market, all in compliance with the correspondent laws and regulations. The ambitious investment plans of the Telecom Group are based on this forward-looking vision and on the commitment of the Telecom Group with our country and its people.

 

 

 

 

 

 

 

Oscar Cristianci

 

Chairman of the Board of Directors

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2015

 

XI



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In millions of Argentine pesos)

 

 

 

 

 

June 30,

 

December 31,

ASSETS

 

Note

 

2015

 

2014

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

2

 

1,560

 

825

Investments

 

2

 

575

 

53

Trade receivables

 

2

 

4,425

 

4,124

Other receivables

 

2

 

692

 

670

Inventories

 

2

 

731

 

721

Total current assets

 

 

 

7,983

 

6,393

Non-Current Assets

 

 

 

 

 

 

Trade receivables

 

2

 

133

 

143

Deferred income tax assets

 

2

 

199

 

140

Other receivables

 

2

 

211

 

200

Investments

 

2

 

344

 

301

Property, plant and equipment (“PP&E”)

 

2

 

14,508

 

13,809

Intangible assets

 

2

 

7,593

 

5,331

Total non-current assets

 

 

 

22,988

 

19,924

TOTAL ASSETS

 

 

 

30,971

 

26,317

LIABILITIES

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Trade payables

 

2

 

6,013

 

6,072

Deferred revenues

 

2

 

573

 

507

Financial debt

 

2

 

2,987

 

179

Salaries and social security payables

 

2

 

979

 

1,022

Income tax payables

 

2

 

701

 

247

Other taxes payables

 

2

 

723

 

824

Other liabilities

 

2

 

39

 

47

Provisions

 

6

 

262

 

199

Total current liabilities

 

 

 

12,277

 

9,097

Non-Current Liabilities

 

 

 

 

 

 

Deferred revenues

 

2

 

461

 

465

Financial debt

 

2

 

569

 

254

Salaries and social security payables

 

2

 

130

 

150

Deferred income tax liabilities

 

2

 

355

 

417

Income tax payables

 

2

 

7

 

9

Other liabilities

 

2

 

92

 

76

Provisions

 

6

 

1,207

 

1,080

Total non-current liabilities

 

 

 

2,821

 

2,451

TOTAL LIABILITIES

 

 

 

15,098

 

11,548

EQUITY (see Unaudited Condensed Consolidated Statement of Changes in Equity)

 

 

 

 

 

 

Equity attributable to Telecom Argentina (Controlling Company)

 

 

 

15,537

 

14,418

Equity attributable to non-controlling interest

 

 

 

336

 

351

TOTAL EQUITY

 

7

 

15,873

 

14,769

TOTAL LIABILITIES AND EQUITY

 

 

 

30,971

 

26,317

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

Adrián Calaza

 

Oscar Cristianci

Chief Financial Officer

 

Chairman of the Board of Directors

 

 

1



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS

(In millions of Argentine pesos, except per share data in Argentine pesos)

 

 

 

 

 

Three-month periods
ended June 30,

 

Six-month periods
ended June 30,

 

 

Note

 

2015

 

2014

 

2015

 

2014

Revenues

 

2

 

9,624

 

8,119

 

18,496

 

15,585

Other income

 

2

 

4

 

20

 

11

 

30

Total revenues and other income

 

 

 

9,628

 

8,139

 

18,507

 

15,615

Employee benefit expenses and severance payments

 

2

 

(1,715)

 

(1,354)

 

(3,258)

 

(2,537)

Interconnection costs and other telecommunication charges

 

2

 

(501)

 

(505)

 

(1,001)

 

(1,020)

Fees for services, maintenance, materials and supplies

 

2

 

(980)

 

(844)

 

(1,869)

 

(1,599)

Taxes and fees with the Regulatory Authority

 

2

 

(980)

 

(809)

 

(1,853)

 

(1,564)

Commissions

 

2

 

(773)

 

(577)

 

(1,396)

 

(1,118)

Cost of equipments and handsets

 

2

 

(1,095)

 

(1,118)

 

(1,735)

 

(1,893)

Advertising

 

2

 

(179)

 

(177)

 

(370)

 

(341)

Cost of VAS

 

2

 

(304)

 

(215)

 

(597)

 

(406)

Provisions

 

6

 

(74)

 

(65)

 

(167)

 

(102)

Bad debt expenses

 

2

 

(98)

 

(115)

 

(281)

 

(233)

Other operating expenses

 

2

 

(428)

 

(353)

 

(845)

 

(683)

Depreciation and amortization

 

2

 

(1,033)

 

(772)

 

(1,990)

 

(1,511)

Gain on disposal of PP&E and impairment of PP&E

 

2

 

-

 

6

 

3

 

10

Operating income

 

 

 

1,468

 

1,241

 

3,148

 

2,618

Finance income

 

2

 

165

 

264

 

270

 

1,063

Finance expenses

 

2

 

(195)

 

(78)

 

(389)

 

(909)

Income before income tax expense

 

 

 

1,438

 

1,427

 

3,029

 

2,772

Income tax expense

 

2

 

(501)

 

(497)

 

(1,051)

 

(936)

Net income for the period

 

 

 

937

 

930

 

1,978

 

1,836

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

Telecom Argentina (Controlling Company)

 

 

 

928

 

916

 

1,956

 

1,805

Non-controlling interest

 

 

 

9

 

14

 

22

 

31

 

 

 

 

937

 

930

 

1,978

 

1,836

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to Telecom Argentina – basic and diluted

 

1.d

 

0.96

 

0.94

 

2.02

 

1.86

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

Adrián Calaza

 

Oscar Cristianci

Chief Financial Officer

 

Chairman of the Board of Directors

 

 

2



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of Argentine pesos)

 

 

 

Three-month periods
ended June 30,

 

Six-month periods
ended June 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Net income for the period

 

937

 

930

 

1,978

 

1,836

 

 

 

 

 

 

 

 

 

Other components of the Statements of Comprehensive Income

 

 

 

 

 

 

 

 

Currency translation adjustments (non-taxable)

 

(49)

 

27

 

(49)

 

233

Other components of the comprehensive income, net of tax

 

(49)

 

27

 

(49)

 

233

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

888

 

957

 

1,929

 

2,069

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

Telecom Argentina (Controlling Company)

 

895

 

934

 

1,923

 

1,957

Non-controlling interest

 

(7)

 

23

 

6

 

112

 

 

888

 

957

 

1,929

 

2,069

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

 

Adrián Calaza

 

Oscar Cristianci

Chief Financial Officer

 

Chairman of the Board of Directors

 

 

3



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions of Argentine pesos)

 

 

 

 

Equity attributable to Telecom Argentina (Controlling Company)

 

 

 

 

 

 

 

Owners Contribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding shares

 

 

Treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital
nominal
value
(1)

 

Inflation
adjustment

 

Capital
nominal
value
(1) (2)

 

Inflation
adjustment
(2)

 

Treasury
shares
acquisition
cost
(2)

 

Legal
reserve

 

Special reserve
for IFRS
implemen-
tation

 

Voluntary
reserve for
capital
investments

 

Voluntary
reserve for
future
investments

 

Voluntary
reserve for
future
dividends
payments

 

Deferred
results

 

Retained
earnings

 

Total

 

Equity
attributable
to non-
controlling
interest

 

Total
Equity

 

Balances as of January 1, 2014

 

969

 

2,646

 

15

 

42

 

(461)

 

725

 

351

 

1,200

 

2,904

 

-

 

190

 

3,202

 

11,783

 

268

 

12,051

 

Dividends from Núcleo (3)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(52)

 

(52)

 

Dividends (4)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,202)

 

(1,202)

 

-

 

(1,202)

 

Legal Reserve (4)

 

-

 

-

 

-

 

-

 

-

 

9

 

-

 

-

 

-

 

-

 

-

 

(9)

 

-

 

-

 

-

 

Voluntary reserve for capital investments (4)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,991

 

-

 

-

 

-

 

(1,991)

 

-

 

-

 

-

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,805

 

1,805

 

31

 

1,836

 

Other comprehensive income

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

152

 

-

 

152

 

81

 

233

 

Total Comprehensive Income

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

152

 

1,805

 

1,957

 

112

 

2,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of June 30, 2014

 

969

 

2,646

 

15

 

42

 

(461)

 

734

 

351

 

3,191

 

2,904

 

-

 

342

 

1,805

 

12,538

 

328

 

12,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2015

 

969

 

2,646

 

15

 

42

 

(461)

 

734

 

351

 

3,191

 

2,904

 

-

 

354

 

3,673

 

14,418

 

351

 

14,769

 

Dividends from Núcleo (5)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(21)

 

(21)

 

Dividends (6)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(804)

 

(804)

 

-

 

(804)

 

Voluntary reserve for future dividends payments (6)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

2,869

 

-

 

(2,869)

 

-

 

-

 

-

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,956

 

1,956

 

22

 

1,978

 

Other comprehensive income

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(33)

 

-

 

(33)

 

(16)

 

(49)

 

Total Comprehensive Income

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(33)

 

1,956

 

1,923

 

6

 

1,929

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of June 30, 2015

 

969

 

2,646

 

15

 

42

 

(461)

 

734

 

351

 

3,191

 

2,904

 

2,869

 

321

 

1,956

 

15,537

 

336

 

15,873

 

 

(1) As of June 30, 2015 and 2014, total shares (984,380,978), of $1 argentine peso of nominal value each, were issued and fully paid. As of June 30, 2015 and 2014, 15,221,373 were treasury shares.

(2) Corresponds to 15,221,373 shares of $1 argentine peso of nominal value each, equivalent to 1.55% of total capital. The treasury shares acquisition costs amounted to 461.See Note 7 — Equity to the consolidated financial statements.

(3) As approved by the Ordinary Shareholders’ Meeting of Núcleo held on March 28, 2014.

(4) As approved by the Ordinary Shareholders’ Meeting of the Company held on May 21, 2014 (second tranche).

(5) As approved by the Ordinary Shareholders’ Meeting of Núcleo held on March 26, 2015.

(6) As approved by the Ordinary Shareholders’ Meeting of the Company held on April 29, 2015.

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

Adrián Calaza

 

Oscar Cristianci

 

 

Chief Financial Officer

 

Chairman of the Board of Directors

 

4



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Argentine pesos)

 

 

 

 

 

Six-month periods
ended June 30,

 

 

Note

 

2015

 

2014

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income for the period

 

 

 

1,978

 

1,836

Adjustments to reconcile net income to net cash flows provided by operating activities

 

 

 

 

 

 

Bad debt expenses and other allowances

 

 

 

296

 

297

Depreciation of PP&E

 

2

 

1,391

 

1,106

Amortization of intangible assets

 

2

 

599

 

405

Consumption of materials

 

2

 

138

 

108

Gain on disposal of PP&E

 

2

 

(13)

 

(10)

Impairment of PP&E

 

2

 

10

 

-

Provisions

 

6

 

256

 

161

Interest and other financial losses

 

 

 

57

 

(363)

Income tax expense

 

2

 

1,051

 

936

Income tax paid

 

3

 

(870)

 

(1,297)

Net increase in assets

 

3

 

(752)

 

(950)

Net decrease in liabilities

 

3

 

(308)

 

(225)

Total cash flows provided by operating activities

 

 

 

3,833

 

2,004

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

PP&E acquisitions

 

3

 

(2,026)

 

(2,658)

Acquisition of 4G License

 

3

 

(2,256)

 

-

Intangible assets acquisitions

 

3

 

(548)

 

(478)

Proceeds from the sale of PP&E

 

 

 

12

 

12

Investments not considered as cash and cash equivalents

 

3

 

(502)

 

(1,211)

Total cash flows used in investing activities

 

 

 

(5,320)

 

(4,335)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from financial debt

 

3

 

2,602

 

-

Payment of financial debt

 

3

 

(12)

 

(6)

Payment of interest and related costs

 

3

 

(85)

 

(13)

Payment of cash dividends and related tax withholdings

 

3

 

(824)

 

(672)

Total cash flows provided by (used in) financing activities

 

 

 

1,681

 

(691)

 

 

 

 

 

 

 

NET FOREIGN EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS

 

 

 

9

 

380

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

 

203

 

(2,642)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

 

 

 

684

 

5,224

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

 

 

 

887

 

2,582

 

See Note 3 for additional information on the consolidated statements of cash flows.

The accompanying notes are an integral part of these consolidated financial statements.

 

 

Adrián Calaza

Oscar Cristianci

Chief Financial Officer

Chairman of the Board of Directors

 

 

 

5



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2015 AND 2014

(In millions of Argentine pesos, except as otherwise indicated)

 

INDEX

 

 

 

Page

 

Glossary of terms

7

 

Notes to the unaudited condensed consolidated financial statements

 

1

Basis of preparation of the unaudited condensed consolidated financial statements and significant accounting policies

9

2

Breakdown of the main accounts

10

3

Supplementary cash flow information

21

4

Segment information

24

5

Related party balances and transactions

27

6

Commitments and contingencies of the Telecom Group

30

7

Equity

31

8

Restrictions on distribution of profits

32

9

Selected consolidated quarterly information

32

10

Recent developments corresponding to the six-month period ended June 30, 2015 for the Telecom Group

32

 

 

 

6



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

GLOSSARY OF TERMS

 

The following explanations are not intended as technical definitions, but to assist the general reader to understand certain terms as used in these unaudited consolidated financial statements.

 

AMBA (Área Metropolitana de Buenos Aires): the Metropolitan Area of Buenos Aires.

 

ADS:  Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing 5 Class B Shares.

 

ADSL (Asymmetric Digital Subscriber Line): A type of digital subscriber line technology (DSL); a data communications technology that enables faster data transmission over copper lines than a conventional voiceband modem can provide.

 

ARSAT (Empresa Argentina de Soluciones Satelitales S.A.): a state-owned company.

 

BCBA (Bolsa de Comercio de Buenos Aires): The Buenos Aires Stock Exchange.

 

CNC (Comisión Nacional de Comunicaciones): The Argentine National Communications Commission.

 

CNDC (Comisión Nacional de Defensa de la Competencia): Argentine Antitrust Commission.

 

CNV (Comisión Nacional de Valores): The Argentine National Securities Commission.

 

Company or Telecom Argentina: Telecom Argentina S.A.

 

CONATEL (Comisión Nacional de Telecomunicaciones del Paraguay): The Regulatory Authority of Paraguay.

 

CPCECABA (Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires): The Professional Council of Economic Sciences of the City of Buenos Aires.

 

CPP: Calling Party Pays.

 

“Cuentas claras”: Under the “Cuentas claras” plans, a subscriber pays a set monthly bill and, once the contract minutes per month have been used, the subscriber can obtain additional credit by recharging the phone card through the prepaid system.

 

D&A: Depreciation and amortization.

 

DLD: Domestic long-distance.

 

ENARD (Ente Nacional de Alto Rendimiento Deportivo): National High Sport Performance Organization.

 

FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.

 

IAS:  International Accounting Standards.

 

IASB:  International Accounting Standards Board.

 

IDC (Impuesto a los débitos y créditos bancarios): Tax on deposits to and withdrawals from bank accounts.

 

IFRS:  International Financial Reporting Standards, as issued by the International Accounting Standards Board.

 

LAD (Ley Argentina Digital): Argentine Digital Law No. 27,078.

 

LSC (Ley de Sociedades Comerciales): Argentine Corporations Law. Since the enforcement of the new Civil and Commercial Code its name was changed to “Ley General de Sociedades”.

 

Micro Sistemas: Micro Sistemas S.A.

 

NDF: Non-Deliverable Forward.

 

Nortel: Nortel Inversora S.A., the parent company of the Company.

 

 

 

7



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Núcleo: Núcleo S.A.

 

NYSE: New York Stock Exchange.

 

PEN (Poder Ejecutivo Nacional): The executive branch of the Argentine government.

 

Personal:  Telecom Personal S.A.

 

PP&E:  Property, plant and equipment.

 

Regulatory Bodies: Collectively, the SC and the CNC.

 

Roaming: a function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).

 

RT:  Technical resolutions issued by the FACPCE.

 

RT 26: Technical resolution No, 26 issued by the FACPCE, amended by RT29.

 

SAC:  Subscriber Acquisition Costs.

 

SBT (Servicio básico telefónico): Basic telephone service.

 

SC (Secretaría de Comunicaciones): The Argentine Secretary of Communications.

 

SEC: Securities and Exchange Commission of the United States of America.

 

SMS: Short message systems.

 

Sofora: Sofora Telecomunicaciones S.A. Nortel’s controlling company.

 

SU: The availability of Basic telephone service, or access to the public telephone network via different alternatives, at an affordable price to all persons within a country or specified area.

 

Telecom Group/Group: Telecom Argentina and its consolidated subsidiaries.

 

Telecom Italia Group: Telecom Italia S.p.A and its consolidated subsidiaries, except where referring to the Telecom Italia Group as Telecom Argentina’s operator in which case it means Telecom Italia S.p.A and Telecom Italia International, N.V.

 

Telecom USA: Telecom Argentina USA Inc.

 

Telefónica: Telefónica de Argentina S.A.

 

TLRD (Terminación Llamada Red Destino): Termination charges from third parties’ wireless networks.

 

VAS (Value-Added Services): Services that provide additional functionality to the basic transmission services offered by a telecommunications network such as SMS, Video streaming, Personal Video, Personal Cloud, M2M (Communication Machine to Machine), Social networks, Personal Messenger, Contents and Entertainment (content and text subscriptions, games, music ringtones, wallpaper, screensavers, etc), MMS (Mobile Multimedia Services) and Voice Mail, among others.

 

 

 

8



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

NOTE 1 – BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

 

a)           Basis of preparation and significant accounting policies

 

As required by the CNV for most of public companies, these consolidated financial statements have been prepared in accordance with RT 26 of FACPCE (as amended by RT 29) and in accordance with IFRS as issued by the IASB, as adopted by the CPCECABA.

 

For the preparation of these consolidated financial statements, the Company has elected to make use of the option provided by IAS 34, so, these consolidated financial statements do not include all the information required in an annual financial statement, and must be read jointly with the 2014 annual consolidated financial statements which can be consulted at the Company’s website (www.telecom.com.ar/inversores).

 

As of June 30, 2015, entities included in the consolidation process and the respective equity interest owned by Telecom Argentina is presented as follows:

 

Subsidiaries

 

Percentage of capital
stock owned and
voting rights (i)

 

Indirect
control
through

 

Date of acquisition

 

Segment that consolidates
(Note 4)

Telecom USA

 

100.00%

 

 

 

09.12.00

 

Fixed Services

Micro Sistemas (ii)

 

99.99%

 

 

 

12.31.97

 

Fixed Services

Personal

 

99.99%

 

 

 

07.06.94

 

Personal Mobile Services

Núcleo (iii)

 

67.50%

 

Personal

 

02.03.98

 

Núcleo Mobile Services

Personal Envíos (iii)

 

67.50%

 

Núcleo

 

07.24.14

 

Núcleo Mobile Services

 

(i)            Percentage of equity interest owned has been rounded.

(ii)          Dormant entity as of June 30, 2015 and December 31, 2014 and for the six-month periods ended June 30, 2015 and 2014.

(iii)        Non-controlling interest of 32.50% is owned by the Paraguayan company ABC Telecomunicaciones S.A.

 

For the preparation of these consolidated financial statements, the Company followed the same accounting policies applied in the most recent annual consolidated financial statements except for Government bonds acquired during 1H15 which are valued at fair value (Note 2.b)).

 

The preparation of these consolidated financial statements in conformity with IFRS requires the Company’s Management to use certain critical accounting estimates. Actual results could differ from those estimates.

 

These consolidated financial statements (except for cash flow information) are prepared on an accrual basis of accounting. Under this basis, the effects of transactions and other events are recognized when they occur. Therefore income and expenses are recognized at fair value on an accrual basis regardless of when they are perceived or paid. When significant, the difference between the fair value and the nominal amount of income and expenses is recognized as finance income or expense using the effective interest method over the relevant period.

 

These consolidated financial statements have also been prepared on a going concern basis, as there is a reasonable expectation that Telecom Argentina and its subsidiaries will continue its operational activities in the foreseeable future (and in any event with a time horizon of more than twelve months).

 

Publication of these consolidated financial statements for the period ended June 30, 2015 was approved by resolution of the Board of Directors’ meeting held on August 3, 2015.

 

b)            Financial statement formats

 

The financial statement formats adopted are consistent with IAS 1, In particular:

 

·                  the consolidated statements of financial position have been prepared by classifying assets and liabilities according to “current and non-current” criterion. Current assets and liabilities are those that are expected to be realized within twelve months after the period-end;

·                  the consolidated income statements have been prepared by classifying operating expenses by nature of expense as this form of presentation is considered more appropriate and representative of the specific business of the Telecom Group as evaluated by the Management, and are in line with the industrial sector of telecommunications;

 

 

9



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

·                  the consolidated statements of comprehensive income include the profit or (loss) for the period as shown in the consolidated income statement and all components of other comprehensive income;

·                  the consolidated statements of changes in equity have been prepared showing separately (i) profit (loss) for the period, (ii) other comprehensive income (loss) for the period, and (iii) transactions with shareholders (controlling and non-controlling);

·                  the consolidated statements of cash flows have been prepared by presenting cash flows from operating activities according to the “indirect method”, as permitted by IAS 7.

 

These consolidated financial statements contain all material disclosures required under IAS 34. Some additional disclosures required by the LSC and/or by the CNV have been also included, among them, complementary information required in the last paragraph of Article 1 Chapter III Title IV of the CNV General Resolution No. 622/13. Such information is disclosed in Notes 2 and 6 to these consolidated financial statements, as admitted by IFRS.

 

c)           Segment reporting

 

An operating segment is defined as a component of an entity that engages in business activities from which it may earn revenues and incur expenses, and whose financial information is available, held separately, and evaluated regularly by the Telecom Group’s Chief Executive Officer (“CEO”).

 

Operating segments are reported in a consistent manner with the internal reporting provided to the CEO, who is responsible for allocating resources and assessing performance of the operating segments at the net income (loss) level and under the accounting principles effective (IFRS as issued by the IASB) at each time for reporting to the Regulatory Bodies. The accounting policies applied for segment information are the same for all operating segments.

 

Information regarding segment reporting is included in Note 4.

 

d)          Net income per share

 

The Company computes net income per common share by dividing net income for the period attributable to Telecom Argentina (Controlling Company) by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive potential common shares then outstanding during the period. Since the Company has no dilutive potential common stock outstanding, there are no dilutive earnings per share amounts.

 

For the six-month periods ended June 30, 2015 and 2014, the weighted average number of shares outstanding totaled 969,159,605 shares, respectively.

 

NOTE 2 – BREAKDOWN OF THE MAIN ACCOUNTS

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

June 30,

 

December 31,

 

CURRENT ASSETS

 

2015

 

2014

 

a) Cash and cash equivalents

 

 

 

 

 

Cash

 

16

 

14

 

Banks

 

127

 

370

 

Time deposits

 

481

 

1

 

Mutual funds

 

936

 

440

 

 

 

1,560

 

825

 

b) Investments

 

 

 

 

 

Government bonds at fair value (Note 10.b)

 

474

 

-

 

Government bonds at fair value – dollar linked

 

93

 

-

 

Government bonds at amortized cost

 

-

 

1

 

Provincial government bonds at amortized cost

 

8

 

24

 

Argentine companies notes

 

-

 

28

 

 

 

575

 

53

 

 

 

10



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

June 30,

 

December 31,

c) Trade receivables

2015

 

2014

Fixed Services

1,153

 

1,220

Personal Mobile Services

3,466

 

3,076

Núcleo Mobile Services

135

 

120

Subtotal

4,754

 

4,416

Allowance for doubtful accounts

(329)

 

(292)

 

4,425

 

4,124

 

Movements in the allowance for current doubtful accounts are as follows:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

(6 months)

 

(12 months)

At the beginning of the year

 

(292)

 

(239)

Additions – Bad debt expenses

 

(281)

 

(421)

Uses

 

244

 

370

Currency translation adjustments

 

-

 

(2)

At the end of the period/year

 

(329)

 

(292)

 

 

June 30,

 

December 31,

 

d) Other receivables

2015

 

2014

 

Prepaid expenses

381

 

331

 

Prepaid expenses related parties (Note 5.c)

44

 

52

 

Insurance company (handsets) – related party (Note 5.c)

55

 

46

 

Tax credits

84

 

108

 

Restricted funds

23

 

21

 

Advertisement reimbursement

12

 

40

 

Tax on personal property – on behalf of shareholders

7

 

12

 

NDF (Note 10.b)

4

 

-

 

Receivables for suppliers indemnities

2

 

6

 

Other

105

 

77

 

Subtotal

717

 

693

 

Allowance for other receivables

(25)

 

(23)

 

 

692

 

670

 

 

Movements in the allowance for other receivables are as follows:

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(6 months)

 

(12 months)

 

At the beginning of the year

 

(23)

 

(18)

 

Additions – Bad debt expenses

 

-

 

(3)

 

Additions – Other operating expenses

 

(3)

 

(3)

 

Uses

 

1

 

1

 

At the end of the period/year

 

(25)

 

(23)

 

 

 

June 30,

 

December 31,

 

e) Inventories

2015

 

2014

 

Mobile handsets

783

 

781

 

Fixed telephones and equipment

22

 

13

 

Subtotal

805

 

794

 

Allowance for obsolescence of inventories

(74)

 

(73)

 

 

731

 

721

 

 

Movements in the allowance for obsolescence of inventories are as follows:

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(6 months)

 

(12 months)

 

At the beginning of the year

 

(73)

 

(85)

 

Additions – Fees for services, maintenance and materials

 

(6)

 

(81)

 

Uses

 

4

 

94

 

Currency translation adjustments

 

1

 

(1)

 

At the end of the period/year

 

(74)

 

(73)

 

 

 

11



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Sale and cost of equipment and handsets by business segment is as follows:

 

 

 

Three-month periods
ended June 30,

 

Six-month periods
ended June 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

Profit (loss)

Sales of equipment and handsets - Fixed Services

 

13

 

18

 

23

 

31

Cost of equipment and handsets – Fixed Services

 

(14)

 

(20)

 

(33)

 

(35)

Total equipment loss – Fixed Services

 

(1)

 

(2)

 

(10)

 

(4)

Sales of equipment and handsets – Personal Mobile Services

 

1,352

 

1,236

 

2,233

 

2,115

Cost of equipment and handsets – Personal Mobile Services

 

(1,038)

 

(1,087)

 

(1,637)

 

(1,850)

Deferred Costs SAC – Personal Mobile Services

 

8

 

13

 

14

 

36

Total equipment income – Personal Mobile Services

 

322

 

162

 

610

 

301

Sales of equipment and handsets – Núcleo Mobile Services

 

44

 

21

 

66

 

36

Cost of equipment and handsets – Núcleo Mobile Services

 

(65)

 

(37)

 

(107)

 

(65)

Deferred Costs SAC – Núcleo Mobile Services

 

14

 

13

 

28

 

21

Total equipment loss – Núcleo Mobile Services

 

(7)

 

(3)

 

(13)

 

(8)

Total equipment and handsets sale

 

1,409

 

1,275

 

2,322

 

2,182

Total cost of equipment and handsets (net of SAC capitalization)

 

(1,095)

 

(1,118)

 

(1,735)

 

(1,893)

Total income for sale of equipment and handsets

 

314

 

157

 

587

 

289

 

 

June 30,

 

December 31,

 

2015

 

2014

NON-CURRENT ASSETS

 

 

 

f) Trade receivables

 

 

 

Fixed Services

18

 

22

Personal Mobile Services

51

 

88

Núcleo Mobile Services

64

 

33

 

133

 

143

g) Other receivables

 

 

 

Prepaid expenses

131

 

101

Prepaid expenses related parties (Note 5.c)

18

 

36

Credit on SC Resolution No. 41/07 and IDC

84

 

85

Restricted funds

21

 

28

Tax on personal property – on behalf of shareholders

18

 

18

Tax credits

11

 

9

Guarantee deposits

10

 

8

Other

20

 

18

Subtotal

313

 

303

Allowance for regulatory matters

(84)

 

(85)

Allowance for doubtful accounts (tax on personal property)

(18)

 

(18)

 

211

 

200

 

Movements in the allowance for regulatory matters are as follows:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

(6 months)

 

(12 months)

At the beginning of the year

 

(85)

 

(85)

Uses

 

1

 

-

At the end of the period/year

 

(84)

 

(85)

 

Movements in the allowance for doubtful accounts (tax on personal property) are as follows:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

(6 months)

 

(12 months)

At the beginning of the year

 

(18)

 

(17)

Additions

 

-

 

(1)

At the end of the period/year

 

(18)

 

(18)

 

 

June 30,

 

December 31,

 

2015

 

2014

h) Investments

 

 

 

  Government bonds at amortized cost

274

 

257

  Provincial and municipal government bonds at amortized cost

69

 

43

  2003 Telecommunications Fund

1

 

1

 

344

 

301

 

 

12



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

June 30,

 

December 31,

i) PP&E

2015

 

2014

  Land, buildings and installations

1,045

 

1,045

  Computer equipment and software

1,376

 

1,558

  Switching and transmission equipment (i)

3,584

 

3,585

  Mobile network access and external wiring

4,519

 

4,273

  Construction in progress

2,487

 

2,184

  Other tangible assets

417

 

416

Subtotal PP&E

13,428

 

13,061

  Materials

1,226

 

872

  Valuation allowance for materials

(29)

 

(24)

  Impairment of PP&E

(117)

 

(100)

Total PP&E

14,508

 

13,809

 

(i) Includes tower and pole, transmission equipment, switching equipment, power equipment, equipment lent to customers at no cost and handsets lent to customers at no cost.

 

Movements in PP&E (without allowance for materials and impairment of PP&E) are as follows:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

(6 months)

 

(12 months)

At the beginning of the year

 

13,933

 

11,403

  CAPEX

 

1,826

 

4,304

  Materials

 

494

 

590

Total PP&E additions

2,320

 

4,894

  Currency translation adjustments

 

(64)

 

315

  Consumption of materials

 

(138)

 

(227)

  Decrease

 

(6)

 

(62)

  Depreciation of the period/year

 

(1,391)

 

(2,390)

At the end of the period/year

 

14,654

 

13,933

 

Movements in the valuation allowance for materials are as follows:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

(6 months)

 

(12 months)

At the beginning of the year

 

(24)

 

(21)

Additions - Fees for services, maintenance, and materials

 

(5)

 

(6)

Uses

 

-

 

3

At the end of the period/year

 

(29)

 

(24)

 

Movements in the impairment of PP&E are as follows:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

(6 months)

 

(12 months)

At the beginning of the year

 

(100)

 

(156)

Additions – Impairment of PP&E

 

(10)

 

(25)

Additions – Fees for services, maintenance, and materials

 

(7)

 

-

Depreciation

 

-

 

1

Uses

 

-

 

80

At the end of the period/year

 

(117)

 

(100)

 

 

June 30,

 

December 31,

j) Intangible assets

2015

 

2014

  3G/4G Licenses

5,636

 

3,511

  Other licenses

588

 

588

  SAC – mobile services

962

 

820

  SAC – fixed services

100

 

93

  Rights of use and exclusivity

206

 

218

  Service connection or habilitation charges

99

 

99

  Other intangible assets

2

 

2

 

7,593

 

5,331

 

 

13



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Movements in Intangible assets are as follows:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

(6 months)

 

(12 months)

At the beginning of the year

 

5,331

 

1,519

  3G/4G Licenses CAPEX

 

2,256

 

3,530

  Other CAPEX

 

608

 

1,123

  Currency translation adjustments

 

(3)

 

13

  Amortization of the period/year

 

(599)

 

(854)

At the end of the period/year

 

7,593

 

5,331

 

CURRENT LIABILITIES

June 30,

 

December 31,

k) Trade payables

2015

 

2014

  For the acquisition of PP&E

2,418

 

1,964

  For the acquisition of other assets and services

2,205

 

1,966

  For the acquisition of inventory

899

 

1,734

Subtotal suppliers

5,522

 

5,664

  NDF (Note 10.b)

29

 

90

  Agent commissions

462

 

318

 

6,013

 

6,072

l) Deferred revenues

 

 

 

  On prepaid calling cards

387

 

339

  On international capacity rental

65

 

55

  On connection fees – Fixed Services

33

 

33

  On customer loyalty programs

84

 

76

  From CONATEL – Núcleo Mobile Services

4

 

4

 

573

 

507

m) Financial debt - Núcleo

 

 

 

..Bank overdrafts for the acquisition of 4G License (Personal – Note 10.f)

2,256

 

-

  Bank overdrafts – principal (Personal)

663

 

140

  Bank overdrafts – accrued interests (Personal)

10

 

1

  Bank loans – accrued interests (Personal)

8

 

-

  Bank loans – principal (Núcleo)

44

 

32

  Bank loans – accrued interest (Núcleo)

6

 

6

 

2,987

 

179

n) Salaries and social security payables

 

 

 

  Annual complementary salaries, vacation and bonuses

615

 

690

  Social security payables

279

 

255

  Termination benefits

85

 

77

 

979

 

1,022

o) Income tax payables

 

 

 

  Income tax payables

1,181

 

1,769

  Income tax retentions and payments in advance

(483)

 

(1,525)

  Law No. 26,476 Tax Regularization Regime

3

 

3

 

701

 

247

p) Other taxes payables

 

 

 

  VAT, net

269

 

316

  Tax withholdings

123

 

132

  Internal taxes

97

 

86

  Tax on SU

85

 

97

  Regulatory fees

65

 

67

  Municipal taxes

33

 

31

  Turnover tax

27

 

68

  Perception Decree No.583/10 ENARD

18

 

15

  Tax on personal property – on behalf of shareholders

6

 

12

 

723

 

824

q) Other liabilities

 

 

 

  Compensation for directors and members of the Supervisory Committee

23

 

28

  Guarantees received

11

 

11

  Other

5

 

8

 

39

 

47

 

 

14



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

NON-CURRENT LIABILITIES

June 30,

 

December 31,

 

2015

 

2014

r) Deferred revenues

 

 

 

  On international capacity rental

293

 

307

  On connection fees – Fixed Services

72

 

67

  On customer loyalty programs

90

 

82

  From CONATEL– Núcleo Mobile Services

6

 

9

 

461

 

465

s) Financial debt - Núcleo

 

 

 

  Bank loans – principal (Personal – Note 10.a)

354

 

-

  Bank loans – principal (Núcleo)

215

 

254

 

569

 

254

t) Salaries and social security payables

 

 

 

  Termination benefits

110

 

122

  Bonuses

20

 

28

 

130

 

150

u) Income tax payables

 

 

 

  Law No. 26,476 Tax Regularization Regime

7

 

9

 

7

 

9

v) Other liabilities

 

 

 

  Pension benefits

85

 

68

  Legal fees

5

 

5

  Suppliers guarantees on third parties claims

1

 

2

  Other

1

 

1

 

92

 

76

 

w) Deferred income tax asset and liability

 

Telecom Group’s deferred income tax asset and liability consist of the following:

 

 

 

Deferred tax assets

 

Deferred tax liabilities

As of June 30, 2015

 

Telecom
Argentina

 

Núcleo

 

Telecom
USA

 

Total

 

Personal

 

Total

Allowance for doubtful accounts

 

(53)

 

(6)

 

(1)

 

(60)

 

(112)

 

(112)

Provisions

 

(348)

 

-

 

-

 

(348)

 

(150)

 

(150)

PP&E

 

-

 

(22)

 

-

 

(22)

 

-

 

-

Inventory

 

-

 

-

 

-

 

-

 

(59)

 

(59)

Termination benefits

 

(61)

 

-

 

-

 

(61)

 

-

 

-

Deferred revenues

 

(65)

 

-

 

-

 

(65)

 

-

 

-

Pension benefits

 

(30)

 

-

 

-

 

(30)

 

-

 

-

Other deferred tax assets, net

 

(66)

 

-

 

-

 

(66)

 

(6)

 

(6)

Total deferred tax assets

(623)

 

(28)

 

(1)

 

(652)

 

(327)

 

(327)

PP&E

 

367

 

-

 

1

 

368

 

137

 

137

Intangible assets

 

77

 

-

 

-

 

77

 

417

 

417

Cash dividends from foreign companies

 

-

 

5

 

-

 

5

 

95

 

95

Investments

 

-

 

-

 

-

 

-

 

33

 

33

Other deferred tax liabilities, net

 

-

 

3

 

-

 

3

 

-

 

-

Total deferred tax liabilities

444

 

8

 

1

 

453

 

682

 

682

Total

(179)

 

(20)

 

-

 

(199)

 

355

 

355

 

 

 

Deferred tax assets

 

Deferred tax liabilities

As of December 31, 2014

 

Telecom Argentina

 

Núcleo

 

Telecom USA

 

Total

 

Personal

 

Total

Allowance for doubtful accounts

 

(53)

 

(6)

 

(1)

 

(60)

 

(70)

 

(70)

Provisions

 

(313)

 

-

 

-

 

(313)

 

(122)

 

(122)

PP&E

 

-

 

(17)

 

-

 

(17)

 

-

 

-

Inventory

 

-

 

-

 

-

 

-

 

(61)

 

(61)

Termination benefits

 

(64)

 

-

 

-

 

(64)

 

-

 

-

Deferred revenues

 

(61)

 

-

 

-

 

(61)

 

-

 

-

Pension benefits

 

(24)

 

-

 

-

 

(24)

 

-

 

-

Other deferred tax assets, net

 

(63)

 

-

 

-

 

(63)

 

-

 

-

Total deferred tax assets

(578)

 

(23)

 

(1)

 

(602)

 

(253)

 

(253)

PP&E

 

382

 

-

 

1

 

383

 

189

 

189

Intangible assets

 

74

 

-

 

-

 

74

 

348

 

348

Cash dividends from foreign companies

 

-

 

5

 

-

 

5

 

87

 

87

Investments

 

-

 

-

 

-

 

-

 

37

 

37

Other deferred tax liabilities, net

 

-

 

-

 

-

 

-

 

9

 

9

Total deferred tax liabilities

456

 

5

 

1

 

462

 

670

 

670

Total

(122)

 

(18)

 

-

 

(140)

 

417

 

417

 

 

15



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

x) Aging of assets and liabilities as of June 30, 2015

 

Date due

 

Cash and cash
equivalents

Investments

Trade receivables

Deferred income
tax
assets

Other receivables

Total due

 

-

-

988

-

-

Not due

 

 

 

 

 

 

Third quarter 2015

 

1,560

145

2,738

-

378

Fourth quarter 2015

 

-

428

365

-

125

First quarter 2016

 

-

1

240

-

95

Second quarter 2016

 

-

1

94

-

94

July 2016 thru June 2017

 

-

314

123

-

117

July 2017 thru June 2018

 

-

7

7

-

44

July 2018 and thereafter

 

-

22

3

-

41

Not date due established

 

-

1

-

199

9

Total not due

 

1,560

919

3,570

199

903

Total

 

1,560

919

4,558

199

903

 

 

 

 

 

 

 

Balances bearing interest

 

1,417

918

1,001

-

-

Balances not bearing interest

 

143

1

3,557

199

903

Total

 

1,560

919

4,558

199

903

 

 

 

 

 

 

 

Average annual interest rate (%)

 

(a)

(b)

(c) (d)

-

-

 

(a)         1,357 are assets in argentine pesos (936 bear at an average rate of 10.44% and 421 bear 23.73%) and 60 are assets in foreign currency bearing interests between 0.17% and 0.29%.

(b)         444 are assets in argentine pesos (36 bearing interests between 15% and 27% and 408 are dollar-linked bonds bearing interests between 1.75% and 2.4%) and 474 are assets in foreign currency bearing 7%.

(c)         From due trade receivables 72 bear 50% over the Banco de la Nación Argentina 30-day interest rate paid by banks, 360 bear 50% over the Banco de la Nación Argentina notes payable discount rate, 11 bear 8.3%, 476 bear 37.5% and 29 bear 36%.

(d)         From not due trade receivables 17 bear 37% and 36 are assets in foreign currency bearing 8.3%.

 

 

 

 

 

 

 

 

 

 

Date due

Trade
payables

Deferred
revenues

Financial
debt

Salaries and
social
security
payables

Income tax
payables

Deferred
income tax
liabilities

Other taxes
payables

Other
liabilities

Total due

(e) 475

-

-

-

-

-

-

-

Not due

 

 

 

 

 

 

 

 

Third quarter 2015

5,508

426

2,956

495

2

-

716

16

Fourth quarter 2015

29

51

5

146

1

-

-

-

First quarter 2016

1

49

17

215

-

-

-

-

Second quarter 2016

-

47

9

123

698

-

7

23

July 2016 thru June 2017

-

151

85

66

3

-

-

15

July 2017 thru June 2018

-

60

484

29

2

-

-

4

July 2018 and thereafter

-

250

-

35

2

-

-

73

Not date due established

-

-

-

-

-

355

-

-

Total not due

5,538

1,034

3,556

1,109

708

355

723

131

Total

6,013

1,034

3,556

1,109

708

355

723

131

 

 

 

 

 

 

 

 

 

Balances bearing interest

-

-

3,556

-

14

-

-

-

Balances not bearing interest

6,013

1,034

-

1,109

694

355

723

131

Total

6,013

1,034

3,556

1,109

708

355

723

131

 

 

 

 

 

 

 

 

 

Average annual interest rate (%)

-

-

(f)

-

9.00%

-

-

-

 

(e)              From due trade payables 378 correspond to foreign suppliers (of which 41 are with related parties). As of the date of these consolidated financial statements, 184 of the due trade payables were cancelled.

(f)                2,929 are liabilities in argentine pesos bearing 20.89%, 362 are liabilities in foreign currency bearing three-month LIBOR plus 8.75% and 265 are liabilities in guaraníes bearing 9.3%.

 

y) Foreign currency assets and liabilities

 

The following table shows a breakdown of Telecom Group’s net assessed financial position exposure to currency risk as of June 30, 2015 and December 31, 2014.

 

06.30.15

Amount of foreign currency (i)

Exchange rate

Amount in local currency (ii)

Assets

 

 

 

US$

80

8.988

(iii) 847

G

203,506

0.002

351

EURO

2

10.005

20

 

Total assets

 

1,218

Liabilities

 

 

 

US$

(412)

9.088

(3,725)

G

(137,360)

0.002

(504)

EURO

(10)

10.140

(102)

SDR

-

12.641

(2)

 

Total liabilities

 

(4,333)

 

Net liabilities

 

(3,115)

 

(i)                      US$ = United States dollar; G= Guaraníes; SDR = Special Drawing Rights.

(ii)                    As foreign currency figures and their amount in argentine pesos are in millions, the calculation of the amount of the foreign currency by its exchange rate could not be exact.

(iii)                  Includes 474 corresponding to Government bonds valued at fair value (equivalent to US$ 37 million).

 

In order to partially reduce this net liability position in foreign currency the Telecom Group, as of June 30, 2015, holds investments adjustable to the variation of the US$/$ exchange rate (dollar linked) by $408 and mutual funds whose main underlying asset are financial assets dollar linked for a total amount of $319. So, the net liability position in foreign currency amounted to $2,388 as of June 30, 2015 (equivalent to US$ 278 million). Additionally, the Group has entered into several NDF contracts to purchase a total amount of US$ 75 million (Note 10.b) and the portion of the net liability position in foreign currency not covered amounted to US$ 203 million as of June 30, 2015.

 

 

16



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

12.31.14

Amount of foreign currency (i)

Exchange rate

Amount in local currency (ii)

Assets

 

 

 

US$

67

8.451

567

G

141,182

0.002

256

EURO

1

10.265

13

 

Total assets

 

836

Liabilities

 

 

 

US$

(436)

8.551

(3,725)

G

(276,621)

0.002

(503)

EURO

(9)

10.407

(97)

SDR

(1)

12.240

(8)

 

Total liabilities

 

(4,333)

 

Net liabilities

 

(3,497)

 

(i)                      US$ = United States dollar; G= Guaraníes; SDR = Special Drawing Rights.

(ii)                    As foreign currency figures and their amount in argentine pesos are in millions, the calculation of the amount of the foreign currency by its exchange rate could not be exact.

 

In order to partially reduce this net liability position in foreign currency the Telecom Group, as of December 31, 2014, holds investments adjustable to the variation of the US$/$ exchange rate (dollar linked) by $332 and mutual funds whose main underlying asset are financial assets dollar linked for a total amount of $359. So, the net liability position in foreign currency amounted to $2,806 as of December 31, 2014 (equivalent to US$ 328 million). Additionally, the Group has entered into several NDF contracts to purchase a total amount of US$ 149 million (Note 10.b) and the portion of the net liability position in foreign currency not covered amounted to US$ 179 million as of December 31, 2014.

 

z) Information on the fair value of investments in Government bonds and argentine companies notes valued at amortized cost

 

Below are shown the investments in Government bonds and argentine companies’ notes valued at amortized cost and their respective fair value as of June 30, 2015 and December 31, 2014:

 

 

 

As of June 30, 2015

 

 

As of December 31, 2014

 

Investments

 

Book value

 

Fair value
(*)

 

 

Book value

 

Fair value
(*)

 

Government bonds (dollar linked)

 

274

 

282

 

 

258

 

258

 

Provincial and municipal government bonds (dollar linked)

 

41

 

40

 

 

56

 

51

 

Provincial government bonds in pesos

 

36

 

36

 

 

11

 

11

 

Argentine companies notes (dollar linked)

 

-

 

-

 

 

18

 

18

 

Argentine companies notes in pesos

 

-

 

-

 

 

10

 

10

 

Total

 

351

 

358

 

 

353

 

348

 

 

(*) According to IFRS selling costs are not deducted.

 

aa) Offsetting of financial assets and financial liabilities

 

The information required by the amendment to IFRS 7 as of June 30, 2015 and December 31, 2014 is as follows:

 

 

 

As of June 30, 2015

 

 

Trade
receivables

 

Other
receivables

(1)

 

Trade
payables

 

Other
liabilities
(1)

Current and non-current assets (liabilities) - Gross value

 

6,250

 

209

 

(7,705)

 

(72)

Compensation

 

(*) (1,692)

 

(26)

 

(*) 1,692

 

26

Current and non-current assets (liabilities) – Book value

 

4,558

 

183

 

(6,013)

 

(46)

 

(*) As of the date of these consolidated financial statements, 325 were offset.

 

 

 

As of December 31, 2014

 

 

Trade
receivables

 

Other
receivables
(1)

 

Trade
payables

 

Other
liabilities
(1)

Current and non-current assets (liabilities) - Gross value

 

5,524

 

182

 

(7,329)

 

(65)

Compensation

 

(1,257)

 

(10)

 

1,257

 

10

Current and non-current assets (liabilities) – Book value

 

4,267

 

172

 

(6,072)

 

(55)

 

(1) Only includes financial assets and financial liabilities according to IFRS 7.

 

 

 

17



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED INCOME STATEMENTS

 

Three-month periods ended
June 30,

 

Six-month periods ended
June 30,

 

 

2015

 

2014

 

2015

 

2014

ab) Total revenues and other income

 

Profit (loss)

Services

 

 

 

 

 

 

 

 

Voice – Retail

 

788

 

704

 

1,533

 

1,386

Voice – Wholesale

 

244

 

228

 

479

 

453

Internet

 

1,102

 

777

 

2,075

 

1,503

Data

 

432

 

364

 

839

 

683

Subtotal Fixed Services

 

2,566

 

2,073

 

4,926

 

4,025

Voice – Retail

 

1,557

 

1,250

 

3,259

 

2,595

Voice – Wholesale

 

448

 

488

 

929

 

976

Internet

 

1,501

 

781

 

2,689

 

1,425

Data

 

1,768

 

1,890

 

3,613

 

3,677

Subtotal Personal Mobile Services

 

5,274

 

4,409

 

10,490

 

8,673

Voice – Retail

 

145

 

151

 

293

 

277

Voice – Wholesale

 

30

 

30

 

56

 

57

Internet

 

132

 

102

 

261

 

207

Data

 

68

 

79

 

148

 

164

Subtotal Núcleo Mobile Services

 

375

 

362

 

758

 

705

Total service revenues (a)

 

8,215

 

6,844

 

16,174

 

13,403

Equipment

 

 

 

 

 

 

 

 

Fixed Services

 

13

 

18

 

23

 

31

Personal Mobile Services

 

1,352

 

1,236

 

2,233

 

2,115

Núcleo Mobile Services

 

44

 

21

 

66

 

36

Total equipment revenues (b)

 

1,409

 

1,275

 

2,322

 

2,182

Total revenues (a) + (b)

 

9,624

 

8,119

 

18,496

 

15,585

Other income

 

 

 

 

 

 

 

 

Fixed Services

 

4

 

8

 

8

 

17

Personal Mobile Services

 

-

 

12

 

3

 

13

Total other income (c)

 

4

 

20

 

11

 

30

 

 

 

 

 

 

 

 

 

Total revenues and other income (a)+(b)+(c)

 

9,628

 

8,139

 

18,507

 

15,615

 

Telecom Group’s service revenues by type of service (regardless of the segment originates) are as follows:

 

 

 

Six-month periods ended
June 30,

 

 

2015

 

%

 

2014

 

%

Voice Retail

 

5,085

 

31

 

4,258

 

32

Voice Wholesale

 

1,464

 

10

 

1,486

 

11

Total Voice

 

6,549

 

41

 

5,744

 

43

Internet

 

5,025

 

31

 

3,135

 

23

Data

 

4,600

 

28

 

4,524

 

34

Total service revenues

 

16,174

 

100

 

13,403

 

100

 

ac) Operating costs

 

Operating expenses disclosed by nature of expense amounted to $15,359 and $12,997 for the six-month periods ended June 30, 2015 and 2014, respectively.

 

The main components of the operating expenses are the following:

 

 

 

Three-month periods ended
June 30,

 

Six-month periods ended
June 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

Profit (loss)

Employee benefit expenses and severance payments

 

 

 

 

 

 

 

 

Salaries

 

(1,224)

 

(976)

 

(2,331)

 

(1,805)

Social security expenses

 

(398)

 

(306)

 

(744)

 

(566)

Severance indemnities and termination benefits

 

(72)

 

(46)

 

(135)

 

(122)

Other employee benefits

 

(21)

 

(26)

 

(48)

 

(44)

 

 

(1,715)

 

(1,354)

 

(3,258)

 

(2,537)

Interconnection costs and other telecommunication charges

 

 

 

 

 

 

 

 

Fixed telephony interconnection costs

 

(76)

 

(72)

 

(151)

 

(137)

Cost of international outbound calls

 

(42)

 

(46)

 

(82)

 

(100)

Lease of circuits and use of public network

 

(82)

 

(69)

 

(161)

 

(135)

Mobile services - charges for roaming

 

(88)

 

(104)

 

(192)

 

(237)

Mobile services - charges for TLRD

 

(213)

 

(214)

 

(415)

 

(411)

 

 

(501)

 

(505)

 

(1,001)

 

(1,020)

 

 

 

18


 


Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

 

Three-month periods ended
June 30,

 

Six-month periods ended
June 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

Profit (loss)

Fees for services, maintenance, materials and supplies

 

 

 

 

 

 

 

 

Maintenance of hardware and software

 

(82)

 

(105)

 

(154)

 

(208)

Technical maintenance

 

(199)

 

(184)

 

(388)

 

(354)

Service connection fees for fixed lines and Internet lines

 

(59)

 

(55)

 

(101)

 

(103)

Service connection fees capitalized as SAC

 

4

 

1

 

6

 

2

Service connection fees capitalized as Intangible assets

 

8

 

8

 

14

 

15

Other maintenance costs

 

(114)

 

(70)

 

(195)

 

(137)

Obsolescence of inventories – Personal Mobile Services

 

(1)

 

(30)

 

(6)

 

(62)

Call center fees

 

(346)

 

(280)

 

(650)

 

(499)

Other fees for services

 

(183)

 

(122)

 

(379)

 

(239)

Compensation for Directors and Supervisory Committee members

 

(8)

 

(7)

 

(16)

 

(14)

 

 

(980)

 

(844)

 

(1,869)

 

(1,599)

Taxes and fees with the Regulatory Authority

 

 

 

 

 

 

 

 

Turnover tax

 

(515)

 

(437)

 

(990)

 

(844)

Taxes with the Regulatory Authority

 

(212)

 

(176)

 

(423)

 

(346)

Tax on deposits to and withdrawals from bank accounts

 

(98)

 

(91)

 

(187)

 

(171)

Municipal taxes

 

(74)

 

(52)

 

(134)

 

(105)

Other taxes

 

(81)

 

(53)

 

(119)

 

(98)

 

 

(980)

 

(809)

 

(1,853)

 

(1,564)

Commissions

 

 

 

 

 

 

 

 

Agent commissions

 

(669)

 

(477)

 

(1,151)

 

(854)

Agent commissions capitalized as SAC

 

313

 

229

 

513

 

362

Distribution of prepaid cards commissions

 

(154)

 

(139)

 

(312)

 

(281)

Collection commissions

 

(238)

 

(164)

 

(397)

 

(295)

Other commissions

 

(25)

 

(26)

 

(49)

 

(50)

 

 

(773)

 

(577)

 

(1,396)

 

(1,118)

Cost of equipments and handsets

 

 

 

 

 

 

 

 

Inventory balance at the beginning of the period/year

 

(794)

 

(1,154)

 

(794)

 

(857)

Plus:

 

 

 

 

 

 

 

 

Purchases

 

(1,137)

 

(1,158)

 

(1,807)

 

(2,293)

Deferred costs from SAC

 

22

 

26

 

42

 

57

Decreases from allowance for obsolescence

 

1

 

11

 

4

 

33

Mobile handsets lent to customers at no cost

 

8

 

10

 

15

 

17

Decreases not charged to material cost

 

-

 

-

 

-

 

3

Less:

 

 

 

 

 

 

 

 

Inventory balance at period end

 

805

 

1,147

 

805

 

1,147

 

 

(1,095)

 

(1,118)

 

(1,735)

 

(1,893)

Advertising

 

 

 

 

 

 

 

 

Media advertising

 

(117)

 

(109)

 

(227)

 

(190)

Fairs and exhibitions

 

(29)

 

(34)

 

(78)

 

(82)

Other advertising costs

 

(33)

 

(34)

 

(65)

 

(69)

 

 

(179)

 

(177)

 

(370)

 

(341)

Cost of VAS

 

 

 

 

 

 

 

 

Cost of mobile VAS

 

(294)

 

(213)

 

(581)

 

(400)

Cost of fixed VAS

 

(10)

 

(2)

 

(16)

 

(6)

 

 

(304)

 

(215)

 

(597)

 

(406)

Other operating costs

 

 

 

 

 

 

 

 

Transportation, freight and travel expenses

 

(174)

 

(139)

 

(317)

 

(263)

Delivery costs capitalized as SAC

 

19

 

13

 

33

 

23

Rent of buildings and cell sites

 

(129)

 

(102)

 

(251)

 

(193)

Energy, water and others

 

(105)

 

(90)

 

(236)

 

(183)

International and satellite connectivity

 

(39)

 

(35)

 

(74)

 

(67)

 

 

(428)

 

(353)

 

(845)

 

(683)

D&A

 

 

 

 

 

 

 

 

Depreciation of PP&E

 

(714)

 

(568)

 

(1,391)

 

(1,106)

Amortization of SAC and service connection charges

 

(241)

 

(198)

 

(457)

 

(393)

Amortization of 3G/4G Licenses

 

(72)

 

-

 

(131)

 

-

Amortization of other intangible assets

 

(6)

 

(6)

 

(11)

 

(12)

 

 

(1,033)

 

(772)

 

(1,990)

 

(1,511)

 

 

 

19



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

 

 

Three-month periods ended
June 30,

 

Six-month periods ended
June 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

Profit (loss)

Gain on disposal of PP&E and impairment of PP&E

 

 

 

 

 

 

 

 

Gain on disposal of PP&E

 

7

 

6

 

13

 

10

Impairment of PP&E – construction in progress

 

(7)

 

-

 

(10)

 

-

 

 

-

 

6

 

3

 

10

 

The operating expenses disclosed by function are as follows:

 

Operating costs

 

(4,892)

 

(4,351)

 

(9,116)

 

(8,095)

Administration costs

 

(461)

 

(351)

 

(849)

 

(648)

Commercialization costs

 

(2,733)

 

(2,137)

 

(5,230)

 

(4,162)

Other expenses – provisions

 

(74)

 

(65)

 

(167)

 

(102)

Gain on disposal of PP&E and impairment of PP&E

 

-

 

6

 

3

 

10

 

 

(8,160)

 

(6,898)

 

(15,359)

 

(12,997)

 

 

 

 

 

 

 

 

 

ad) Financial results

 

 

 

 

 

 

 

 

Finance income

 

 

 

 

 

 

 

 

Interest on time deposits

 

7

 

103

 

7

 

260

Gains on investments (Argentine companies notes and governments bonds)

 

58

 

30

 

69

 

73

Gains on Mutual Funds

 

30

 

38

 

61

 

74

Interest on receivables

 

48

 

44

 

90

 

80

Foreign currency exchange gains

 

18

 

52

 

39

 

534

Gain on NDF (Note 10.b)

 

4

 

(3)

 

4

 

42

Total finance income

 

165

 

264

 

270

 

1,063

Finance expenses

 

 

 

 

 

 

 

 

Interest on loans - Personal

 

(33)

 

-

 

(71)

 

-

Interest on loans - Núcleo

 

(6)

 

(6)

 

(12)

 

(12)

Interest on salaries and social security payable, other taxes payables and accounts payable

 

(8)

 

(11)

 

(12)

 

(20)

Interest on provisions

 

(36)

 

(39)

 

(89)

 

(70)

Present value effect of salaries and social security payable and other taxes payables

 

(1)

 

(2)

 

(2)

 

(3)

Foreign currency exchange losses (*)

 

(71)

 

6

 

(134)

 

(756)

Pension benefits financial cost

 

(7)

 

-

 

(14)

 

-

Losses on NDF (Note 10.b)

 

(29)

 

(26)

 

(51)

 

(48)

Other

 

(4)

 

-

 

(4)

 

-

Total finance expenses

 

(195)

 

(78)

 

(389)

 

(909)

 

 

(30)

 

186

 

(119)

 

154

 

(*) Include (202) of foreign currency exchange losses generated by the acquisition of US$ 85 million of Government bonds in the six-month period ended June 30, 2014, respectively.

 

ae) Income taxes

 

Income tax expense for the six-month periods ended June 30, 2015 and 2014 consists of the following:

 

 

 

Profit (loss)

 

 

The
Company

 

Telecom
USA

 

Personal

 

Núcleo

 

Total

Current tax expense

 

(294)

 

(2)

 

(856)

 

(10)

 

(1,162)

Deferred tax benefit

 

54

 

-

 

54

 

3

 

111

Income tax expense as of June 30, 2015

 

(240)

 

(2)

 

(802)

 

(7)

 

(1,051)

 

 

 

 

 

 

 

 

 

 

 

Current tax expense

 

(266)

 

(3)

 

(891)

 

(14)

 

(1,174)

Deferred tax benefit

 

65

 

-

 

172

 

1

 

238

Income tax expense as of June 30, 2014

 

(201)

 

(3)

 

(719)

 

(13)

 

(936)

 

 

 

20



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Income tax expense for the periods differed from the amounts computed by applying the Company’s statutory income tax rate to pre-tax income as a result of the following:

 

 

 

In Argentina

 

Abroad

 

Total

 

 

 

 

Profit (loss)

 

 

Pre-tax income on a separate return basis

 

4,498

 

83

 

4,581

Non taxable items – Income from investments

 

(1,550)

 

(2)

 

(1,552)

Non taxable items – Other

 

-

 

(26)

 

(26)

Subtotal

 

2,948

 

55

 

3,003

Weighted statutory income tax rate

 

35%

 

(*)

 

 

Income tax expense at weighted statutory tax rate

 

(1,032)

 

(9)

 

(1,041)

Income tax on dividends from foreign companies

 

(10)

 

-

 

(10)

Income tax expense as of June 30, 2015

 

(1,042)

 

(9)

 

(1,051)

 

 

 

 

 

 

 

 

 

In Argentina

 

Abroad

 

Total

 

 

 

 

Profit (loss)

 

 

Pre-tax income on a separate return basis

 

4,140

 

116

 

4,256

Non taxable items – Income from investments

 

(1,484)

 

-

 

(1,484)

Non taxable items – Other

 

6

 

(23)

 

(17)

Subtotal

 

2,662

 

93

 

2,755

Weighted statutory income tax rate

 

35%

 

(*)

 

 

Income tax expense at weighted statutory tax rate

 

(932)

 

(16)

 

(948)

Income tax on dividends from foreign companies

 

(15)

 

-

 

(15)

Recovery of valuation allowance

 

27

 

-

 

27

Income tax expense as of June 30, 2014

 

(920)

 

(16)

 

(936)

 

(*) Effective income tax rate based on weighted statutory income tax rate in the different countries where the Telecom Group has operations. For the period presented, the statutory tax rate in Argentina was 35%, in Paraguay was 10% plus an additional rate of 5% in case of payment of dividends and in the USA the effective tax rate was 39.5%.

 

NOTE 3 – SUPPLEMENTARY CASH FLOW INFORMATION

 

For purposes of the statements of cash flows, cash and cash equivalents comprise cash, bank current accounts and short-term highly liquid investments (with a maturity of three months or less from the date of acquisition) and bank overdrafts (which integrates the Telecom Group’s cash management and whose balances fluctuates according to the Group’s needs). Such bank overdrafts are disclosed in the consolidated statements of financial position as current financial debt.

 

 

 

June 31,

 

December 31,

 

 

2015

 

2014

 

2014

 

2013

Cash and cash equivalents

 

1,560

 

2,582

 

825

 

5,224

Bank overdrafts (Note 2.m)

 

(673)

 

-

 

(141)

 

-

Total cash and cash equivalents

 

887

 

2,582

 

684

 

5,224

 

Additional information on the breakdown of the net cash flow provided by operating activities is given below:

 

 

 

Six-month periods
ended June 30,

 

 

 

2015

 

2014

 

Collections

 

 

 

 

 

Collections from customers

 

19,971

 

16,439

 

Interests from customers

 

90

 

80

 

Interests from time deposits and investment funds

 

68

 

331

 

CPP collections

 

250

 

339

 

NDF

 

-

 

84

 

Subtotal

 

20,379

 

17,273

 

Payments

 

 

 

 

 

For the acquisition of goods and services and others

 

(5,669)

 

(4,734)

 

For the acquisition of inventories

 

(2,345)

 

(2,391)

 

Salaries and social security payables and severance payments

 

(3,172)

 

(2,400)

 

NDF

 

(111)

 

(48)

 

CPP payments

 

(338)

 

(417)

 

Income taxes

 

(870)

 

(1,297)

 

Other taxes and taxes and fees with the Regulatory Authority

 

(3,906)

 

(3,321)

 

Foreign currency exchange differences related to the payments to suppliers

 

(135)

 

(661)

 

Inventory suppliers

 

(81)

 

(285)

 

PP&E suppliers

 

(26)

 

(276)

 

Other suppliers

 

(28)

 

(100)

 

Subtotal

 

(16,546)

 

(15,269)

 

Net cash flow provided by operating activities

 

3,833

 

2,004

 

 

 

 

21



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

·     Changes in assets/liabilities components:

 

 

 

Six-month periods
ended June 30,

 

 

 

2015

 

2014

 

Net (increase) decrease in assets

 

 

 

 

 

Investments

 

(63)

 

51

 

Trade receivables

 

(577)

 

(620)

 

Other receivables

 

(77)

 

(55)

 

Inventories

 

(35)

 

(326)

 

 

 

(752)

 

(950)

 

Net (decrease) increase in liabilities

 

 

 

 

 

Trade payables

 

(330)

 

(211)

 

Deferred revenues

 

65

 

26

 

Salaries and social security payables

 

(63)

 

(49)

 

Other taxes payables

 

54

 

55

 

Other liabilities

 

8

 

6

 

Provisions

 

(42)

 

(52)

 

 

 

(308)

 

(225)

 

 

Income tax paid consists of the following:

 

Tax returns and payments in advance

 

(772)

 

(1,198)

 

Other payments

 

(98)

 

(99)

 

 

 

(870)

 

(1,297)

 

 

·     Main non-cash operating transactions:

 

SAC acquisitions offset with trade receivables

 

110

 

187

 

 

·     Most significant investing activities:

 

PP&E acquisitions include:

 

PP&E additions (Note 2.i)

 

(2,320)

 

(2,035)

 

Plus:

 

 

 

 

 

Payments of trade payables originated in prior periods acquisitions

 

(1,139)

 

(1,419)

 

Less:

 

 

 

 

 

Acquisition of PP&E through incurrence of trade payables

 

1,418

 

779

 

Mobile handsets lent to customers at no cost (i)

 

15

 

17

 

 

 

(2,026)

 

(2,658)

 

 

(i)              Under certain circumstances, Personal and Núcleo lend handsets to customers at no cost pursuant to term agreements. Handsets remain the property of the companies and customers are generally obligated to return them at the end of the respective agreements.

 

Intangible assets acquisitions include:

 

Acquisitions of 4G License (Notes 2.j and 10.f)

 

(2,256)

 

-

 

 

 

(2,256)

 

-

 

 

 

 

 

 

 

Intangible assets additions (Note 2.j)

 

(608)

 

(459)

 

Plus:

 

 

 

 

 

Payments of trade payables originated in prior periods acquisitions

 

(121)

 

(101)

 

SAC acquisitions offset with trade receivables

 

(110)

 

(187)

 

Less:

 

 

 

 

 

Acquisition of intangible assets through incurrence of trade payables

 

291

 

269

 

 

 

(548)

 

(478)

 

 

The following table presents the cash flows from purchases, sales and maturities of securities which were not considered cash equivalents in the statement of cash flows:

 

Investments over 90 days maturity

 

-

 

(483)

 

Argentine companies notes acquisition

 

-

 

(16)

 

Public bonds acquisition

 

(553)

 

(804)

 

Argentine companies notes collection

 

28

 

25

 

Government bonds collection

 

23

 

67

 

 

 

(502)

 

(1.211)

 

 

 

 

22



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

·     Financing activities components:

 

The following table presents the financing activities components of the consolidated statements of cash flows:

 

 

 

Six-month periods
ended June 30,

 

 

 

2015

 

2014

 

Bank overdrafts for the acquisitions of 4G License (Personal – Note 10.f)

 

2,256

 

-

 

Debt proceeds – Personal (Note 10.a)

 

346

 

-

 

Total financial debt proceeds

 

2,602

 

-

 

Payment of bank loans – Núcleo

 

(12)

 

(6)

 

Total payment of financial debt

 

(12)

 

(6)

 

Bank overdrafts – Personal

 

(55)

 

-

 

Payment of related costs on bank loans – Personal (Note 10.a)

 

(17)

 

-

 

Payment of interest on bank loans – Núcleo

 

(13)

 

(13)

 

Total payment of interest and related costs

 

(85)

 

(13)

 

 

Cash dividends from Telecom Argentina

 

Fiscal year 2015

 

The Company’s Ordinary Shareholders’ Meeting held on April 29, 2015, approved the payment of cash dividends of $804 (equivalent to $0.83 pesos per outstanding share), which was made available to shareholders on May 11, 2015. The amount paid includes: (i) income tax withholdings on dividends paid to shareholders in the amount of $14 and (ii) recovery of tax on personal property – on behalf of shareholders withholdings in the amount of $12.

 

Fiscal year 2014

 

During 1Q14 the Company paid $44 related to withholdings on dividends paid to its shareholders by the end of 2013 in order to comply with its tax obligations. The amounts paid finally corresponded to: (i) income tax withholdings on dividends paid to its shareholders during December 2013 in the amount of $17 and (ii) dividends paid to its shareholders in the amount of $27.

 

The Company’s Ordinary Shareholders’ Meeting held on April 29, 2014, approved, in its second tranche of deliberations held on May 21, 2014, the payment of cash dividends in two equal installments of $601. The first installment was made available to shareholders on June 10, 2014. The amount paid includes: (i) income tax withholdings on dividends paid to shareholders in the amount of $11 and (ii) recovery of tax on personal property – on behalf of shareholders withholdings in the amount of $10. The second installment was paid in September 2014.

 

Cash dividends from Núcleo

 

Fiscal year 2015

 

Núcleo’s shareholders, at their meeting held on March 26, 2015, approved the distribution of cash dividends for an amount equivalent to $63 (that correspond to 35,000 million of Guaraníes translated to argentine pesos at the exchange rate of the approval day), with the following schedule of payments:

 

Month of dividends
payment

 

Dividends
corresponding to
Personal

 

Dividends
corresponding to non-
controlling
shareholders – ABC
Telecomunicaciones

 

Total

May 2015

 

42

 

21

 

63

Total (*)

 

42

 

21

 

63

 

(*) As of the payment date, the amounts were 41 and 20, respectively.

 

The Ordinary Shareholders’ Meeting also delegate in Nucleo’s Board of Directors the possibility and opportunity of distribution of a second cash dividends for an amount of up to 35,000 million of Guaraníes (equivalent to approximately $63), subject to additional investments required by the eventual spectrum auction in the 1700 MHz Band to provide 4G services in the Republic of Paraguay, which is estimated that the CONATEL will launch during 2H15.

 

Fiscal year 2014

 

Núcleo’s shareholders, at their meeting held on March 28, 2014, approved the distribution of cash dividends for an amount equivalent to $160. The shareholders also decided to delegate in Nucleo’s Board of Directors of the authority to determine the amount and time for the payments of these cash dividends.

 

 

 

23



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

On May 5, 2014 Nucleo’s Board of Directors determined the following schedule of payments for the cash dividends:

 

Month of dividends
payment

 

 

Dividends
corresponding to
Personal

 

Dividends
corresponding to non-
controlling
shareholders – ABC
Telecomunicaciones

 

Total

May 2014

 

54

 

26

 

80

October 2014

 

54

 

26

 

80

Total (*)

 

108

 

52

 

160

 

(*) Correspond to 90,000 million of Guaraníes approved by the Ordinary Shareholders’ Meeting of Núcleo, translated to argentine pesos at the exchange rate of the date of its approval. As of the payment date, the amounts were 54 and 27, respectively.

 

NOTE 4 – SEGMENT INFORMATION

 

As of June 30, 2014, the Telecom Group carried out its activities through five companies, each identified as an operating segment. In July 2014 it was constituted in Paraguay a new company (Personal Envíos, controlled by Núcleo) which was included in the “Núcleo Mobile Services” segment. Therefore, as of June 30, 2015, the Telecom Group carries out its activities through six companies which were consolidated by the end of the six-month period ended June 30, 2015 (Note 1.a).

 

The Telecom Group has combined the operating segments into three reportable segments: “Fixed Services”, “Personal Mobile Services” and “Núcleo Mobile Services” based on the nature of products provided by the entities and taking into account the regulatory and economic framework in which each entity operates.

 

Segment financial information for the six-month periods ended June 30, 2015 and 2014 was as follows:

 

 

 

24



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

For the six-month period ended June 30, 2015

 

q       Income statement

 

 

 

 

Fixed

 

 

Mobile Services

 

 

Elimi-

 

 

 

 

 

 

Services

 

 

Personal

 

 

Núcleo
(*)

 

 

Subtotal

 

 

nations

 

 

Total

Total revenues and other income (1)

 

 

6,011

 

 

12,799

 

 

827

 

 

13,626

 

 

(1,130)

 

 

18,507

Employee benefit expenses and severance payments

 

 

(2,370)

 

 

(825)

 

 

(63)

 

 

(888)

 

 

-

 

 

(3,258)

Interconnection costs and other telecommunication charges

 

 

(334)

 

 

(1,420)

 

 

(73)

 

 

(1,493)

 

 

826

 

 

(1,001)

Fees for services, maintenance, materials and supplies

 

 

(816)

 

 

(1,189)

 

 

(72)

 

 

(1,261)

 

 

208

 

 

(1,869)

Taxes and fees with the Regulatory Authority

 

 

(402)

 

 

(1,425)

 

 

(26)

 

 

(1,451)

 

 

-

 

 

(1,853)

Commissions

 

 

(119)

 

 

(1,210)

 

 

(92)

 

 

(1,302)

 

 

25

 

 

(1,396)

Cost of equipments and handsets

 

 

(33)

 

 

(1,623)

 

 

(79)

 

 

(1,702)

 

 

-

 

 

(1,735)

Advertising

 

 

(53)

 

 

(278)

 

 

(39)

 

 

(317)

 

 

-

 

 

(370)

Cost of VAS

 

 

(16)

 

 

(540)

 

 

(41)

 

 

(581)

 

 

-

 

 

(597)

Provisions

 

 

(96)

 

 

(71)

 

 

-

 

 

(71)

 

 

-

 

 

(167)

Bad debt expenses

 

 

(30)

 

 

(242)

 

 

(9)

 

 

(251)

 

 

-

 

 

(281)

Other operating expenses

 

 

(419)

 

 

(451)

 

 

(46)

 

 

(497)

 

 

71

 

 

(845)

Operating income before D&A

 

 

1,323

 

 

3,525

 

 

287

 

 

3,812

 

 

-

 

 

5,135

Depreciation of PP&E

 

 

(622)

 

 

(616)

 

 

(153)

 

 

(769)

 

 

-

 

 

(1,391)

Amortization of intangible assets

 

 

(87)

 

 

(481)

 

 

(31)

 

 

(512)

 

 

-

 

 

(599)

Gain on disposal and impairment of PP&E

 

 

19

 

 

(16)

 

 

-

 

 

(16)

 

 

-

 

 

3

Operating income

 

 

633

 

 

2,412

 

 

103

 

 

2,515

 

 

-

 

 

3,148

Financial results, net

 

 

55

 

 

(145)

 

 

(29)

 

 

(174)

 

 

-

 

 

(119)

Income before income tax expense

 

 

688

 

 

2,267

 

 

74

 

 

2,341

 

 

-

 

 

3,029

Income tax expense

 

 

(242)

 

 

(802)

 

 

(7)

 

 

(809)

 

 

-

 

 

(1,051)

Net income

 

 

446

 

 

1,465

 

 

67

 

 

1,532

 

 

-

 

 

1,978

 

(*) Includes Personal Envíos’ operations. This company started to operate on January 1, 2015. Its operations are not material (Revenues 4, Operating income before D&A (1), Operating income (2) and Net loss (2)).

 

Net income attributable to Telecom Argentina
(Controlling Company)

 

 

446

 

 

1,465

 

 

45

 

 

1,510

 

 

-

 

 

1,956

Net income attributable to non-controlling interest

 

 

-

 

 

-

 

 

22

 

 

22

 

 

-

 

 

22

 

 

 

446

 

 

1,465

 

 

67

 

 

1,532

 

 

-

 

 

1,978

 

(1)

 

Service revenues

 

 

4,926

 

 

10,490

 

 

758

 

 

11,248

 

 

-

 

 

16,174

Equipment revenues

 

 

23

 

 

2,233

 

 

66

 

 

2,299

 

 

-

 

 

2,322

Other income

 

 

8

 

 

3

 

 

-

 

 

3

 

 

-

 

 

11

Subtotal third party revenues

 

 

4,957

 

 

12,726

 

 

824

 

 

13,550

 

 

-

 

 

18,507

Intersegment revenues

 

 

1,054

 

 

73

 

 

3

 

 

76

 

 

(1,130)

 

 

-

Total revenues and other income

 

 

6,011

 

 

12,799

 

 

827

 

 

13,626

 

 

(1,130)

 

 

18,507

 

q       Statement of financial position information

 

PP&E

 

 

8,071

 

 

5,138

 

 

1,299

 

 

6,437

 

 

-

 

 

14,508

Intangible assets, net

 

 

391

 

 

7,138

 

 

65

 

 

7,203

 

 

(1)

 

 

7,593

Capital expenditures on PP&E (a)

 

 

825

 

 

870

 

 

131

 

 

1,001

 

 

-

 

 

1,826

Capital expenditures on intangible assets – 4G License (b)

 

 

-

 

 

2,256

 

 

-

 

 

2,256

 

 

-

 

 

2,256

Capital expenditures on other intangible assets (b)

 

 

83

 

 

486

 

 

39

 

 

525

 

 

-

 

 

608

Total capital expenditures (a)+(b)

 

 

908

 

 

3,612

 

 

170

 

 

3,782

 

 

-

 

 

4,690

Total additions on PP&E and intangible assets

 

 

1,147

 

 

3,851

 

 

186

 

 

4,037

 

 

-

 

 

5,184

Net financial asset (debt)

 

 

720

 

 

(1,578)

 

 

(220)

 

 

(1,798)

 

 

-

 

 

(1,078)

 

q       Geographic information

 

 

 

 

Total revenues and other income

 

 

Total non-current assets

 

 

 

Breakdown by location
of operations

 

 

Breakdown by location of
the Group´s customers

 

 

Breakdown by
location of operations

Argentina

 

 

17,614

 

 

17,457

 

 

21,512

Abroad

 

 

893

 

 

1,050

 

 

1,476

Total

 

 

18,507

 

 

18,507

 

 

22,988

 

 

 

25



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

For the six-month period ended June 30, 2014

 

q       Income statement

 

 

 

 

Fixed

 

 

Mobile Services

 

 

Elimi-

 

 

 

 

 

 

Services

 

 

Personal

 

 

Núcleo

 

 

Subtotal

 

 

nations

 

 

Total

Total revenues and other income (1)

 

 

4,834

 

 

10,856

 

 

746

 

 

11,602

 

 

(821)

 

 

15,615

Employee benefit expenses and severance payments

 

 

(1,826)

 

 

(654)

 

 

(57)

 

 

(711)

 

 

-

 

 

(2,537)

Interconnection costs and other telecommunication charges

 

 

(323)

 

 

(1,223)

 

 

(92)

 

 

(1,315)

 

 

618

 

 

(1,020)

Fees for services, maintenance, materials and supplies

 

 

(681)

 

 

(966)

 

 

(65)

 

 

(1,031)

 

 

113

 

 

(1,599)

Taxes and fees with the Regulatory Authority

 

 

(348)

 

 

(1,193)

 

 

(23)

 

 

(1,216)

 

 

-

 

 

(1,564)

Commissions

 

 

(101)

 

 

(974)

 

 

(70)

 

 

(1,044)

 

 

27

 

 

(1,118)

Cost of equipments and handsets

 

 

(35)

 

 

(1,814)

 

 

(44)

 

 

(1,858)

 

 

-

 

 

(1,893)

Advertising

 

 

(77)

 

 

(227)

 

 

(37)

 

 

(264)

 

 

-

 

 

(341)

Cost of VAS

 

 

(6)

 

 

(374)

 

 

(26)

 

 

(400)

 

 

-

 

 

(406)

Provisions

 

 

(80)

 

 

(22)

 

 

-

 

 

(22)

 

 

-

 

 

(102)

Bad debt expenses

 

 

(52)

 

 

(171)

 

 

(10)

 

 

(181)

 

 

-

 

 

(233)

Other operating expenses

 

 

(348)

 

 

(358)

 

 

(40)

 

 

(398)

 

 

63

 

 

(683)

Operating income before D&A

 

 

957

 

 

2,880

 

 

282

 

 

3,162

 

 

-

 

 

4,119

Depreciation of PP&E

 

 

(510)

 

 

(454)

 

 

(142)

 

 

(596)

 

 

-

 

 

(1,106)

Amortization of intangible assets

 

 

(68)

 

 

(309)

 

 

(28)

 

 

(337)

 

 

-

 

 

(405)

Gain on disposal of PP&E

 

 

9

 

 

1

 

 

-

 

 

1

 

 

-

 

 

10

Operating income

 

 

388

 

 

2,118

 

 

112

 

 

2,230

 

 

-

 

 

2,618

Financial results, net

 

 

191

 

 

(34)

 

 

(3)

 

 

(37)

 

 

-

 

 

154

Income before income tax expense

 

 

579

 

 

2,084

 

 

109

 

 

2,193

 

 

-

 

 

2,772

Income tax expense

 

 

(204)

 

 

(719)

 

 

(13)

 

 

(732)

 

 

-

 

 

(936)

Net income

 

 

375

 

 

1,365

 

 

96

 

 

1,461

 

 

-

 

 

1,836

 

Net income attributable to Telecom Argentina
(Controlling Company)

 

 

375

 

 

1,365

 

 

65

 

 

1,430

 

 

-

 

 

1,805

Net income attributable to non-controlling interest

 

 

-

 

 

-

 

 

31

 

 

31

 

 

-

 

 

31

 

 

 

375

 

 

1,365

 

 

96

 

 

1,461

 

 

-

 

 

1,836

 

(1)

 

Service revenues

 

 

4,025

 

 

8,673

 

 

705

 

 

9,378

 

 

-

 

 

13,403

Equipment revenues

 

 

31

 

 

2,115

 

 

36

 

 

2,151

 

 

-

 

 

2,182

Other income

 

 

17

 

 

13

 

 

-

 

 

13

 

 

-

 

 

30

Subtotal third party revenues

 

 

4,073

 

 

10,801

 

 

741

 

 

11,542

 

 

-

 

 

15,615

Intersegment revenues

 

 

761

 

 

55

 

 

5

 

 

60

 

 

(821)

 

 

-

Total revenues and other income

 

 

4,834

 

 

10,856

 

 

746

 

 

11,602

 

 

(821)

 

 

15,615

 

q       Statement of financial position information

 

PP&E

 

 

7,011

 

 

4,005

 

 

1,345

 

 

5,350

 

 

-

 

 

12,361

Intangible assets, net

 

 

373

 

 

1,154

 

 

61

 

 

1,215

 

 

(1)

 

 

1,587

Capital expenditures on PP&E (a)

 

 

834

 

 

876

 

 

96

 

 

972

 

 

-

 

 

1,806

Capital expenditures on intangible assets (b)

 

 

65

 

 

365

 

 

29

 

 

394

 

 

-

 

 

459

Total capital expenditures (a)+(b)

 

 

899

 

 

1,241

 

 

125

 

 

1,366

 

 

-

 

 

2,265

Total additions on PP&E and intangible assets

 

 

1,131

 

 

1,229

 

 

134

 

 

1,363

 

 

-

 

 

2,494

Net financial asset (debt)

 

 

1,650

 

 

2,411

 

 

(254)

 

 

2,157

 

 

-

 

 

3,807

 

q       Geographic information

 

 

 

 

Total revenues and other income

 

 

Total non-current assets

 

 

 

Breakdown by location
of operations

 

 

Breakdown by location of
the Group´s customers

 

 

Breakdown by
location of operations

Argentina

 

 

14,823

 

 

14,678

 

 

13,864

Abroad

 

 

792

 

 

937

 

 

1,445

Total

 

 

15,615

 

 

15,615

 

 

15,309

 

 

 

26



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

NOTE 5 – RELATED PARTY BALANCES AND TRANSACTIONS

 

a)   Controlling group

 

Nortel, residing in A. Moreau de Justo 50 - 11th floor –Ciudad Autónoma de Buenos Aires, holds 54.74% stake in the Company, meaning that exercises control of the Company in the terms of Art. 33 of Law No. 19,550. As of June 30, 2015, Nortel owns all of the Class “A” Preferred shares (51% of total shares of the Company) and 7.64% of the Class “B” Preferred shares (3.74% of total shares of the Company).

 

As a result of the Company’s Treasury Shares Acquisition Process described in Note 7.b) – Acquisition of Treasury Shares, as of June 30, 2015, Nortel’s equity interest in Telecom Argentina amounts to 55.60% of the outstanding shares. Pursuant to Section 221 of the LSC, the rights of treasury shares shall be suspended until such shares are sold, and shall not be taken into account to determine the quorum or the majority of votes at the Shareholders’ Meetings.

 

All of the common shares of Nortel belong to Sofora. As of June 30, 2015 these shares represent 78.38% of the capital stock of Nortel.

 

During 2011, Telecom Italia International N.V. acquired 8% of all Nortel Preferred Class “B” Shares and Telecom Argentina Class “B” shares, representing 1.58 % of Telecom Argentina’s capital stock, through Tierra Argentea S.A. (Tierra Argentea), its controlled company incorporated in Argentina.

 

On November 14, 2013, Telecom Italia S.p.A y Telecom Italia International N.V. (jointly, the “Sellers”) and Tierra Argentea (a company controlled by the Sellers) announced the acceptance of an offer by the Fintech Group to acquire the controlling stake held by the Telecom Italia Group in Telecom Argentina, owned by the Sellers, through its subsidiaries Sofora, Nortel and Tierra Argentea. Closing of the transfer of the Telecom Italia Group’s shares in Sofora was subject to the prior obtaining of certain regulatory authorizations therefore required.

 

On December 10, 2013, Tierra Argentea transferred to the Fintech Group Telecom Argentina’s Class B shares representing 1.58% of its capital stock and Nortel’s ADRs representing 8% of the total Nortel’s Preferred Class “B” Shares.

 

On October 25, 2014, Telecom Italia S.p.A. announced the acceptance of an offer by the Fintech Group to amend and restate the agreement announced on November 14, 2013. Within the frame of this amendment agreement: 1) on October 29, 2014 Telecom Italia International N.V. agreed the transfer of 17% of the capital stock of Sofora to the Fintech Group; 2) it was confirmed that the transfer of the 51% controlling interest in Sofora is subject to the prior regulatory approval of the SC and closing of the transaction will not occur until such approval is obtained. It is expected that the transfer of such controlling interest will take place within the next two and one-half years.

 

It was informed that the majority of the members of Sofora’s Board of Directors will continue to be appointed by the Telecom Italia Group until the regulatory authorizations in Argentina are obtained and the transfer of the 51% controlling interest in Sofora is completed. No material changes in Sofora and its subsidiaries’ corporate governance are expected.

 

It was also informed that: “if the sale of 51% of Sofora to Fintech is not completed within two and one-half years, Telecom Italia may then elect to either (i) terminate the agreement with Fintech and receive a six-month call option to purchase (or designate a Telecom Italia Group company to purchase) the 17% minority interest in Sofora previously sold to Fintech pursuant to an agreed formulation or (ii) pursue a sale of its 51% controlling interest in Sofora to a third party purchaser, subject to applicable regulatory approval and as to which Fintech has agreed to guarantee that Telecom Italia will receive an overall amount of at least US$ 630.6 million. After such third party sale is consummated, if the overall amount received in connection with such approved sale exceeds the purchase price amount guaranteed by Fintech, any excess will be allocated between the parties according to an agreed formula.

 

If it was not possible for Telecom Italia to sell to a third party within a period of two and one-half years, the agreement with Fintech will be terminated, Fintech will pay to Telecom Italia an amount of US$ 175 million and Telecom Italia will have an option to purchase (or designate a Telecom Italia Group company to purchase) within a period of sixth months the 17% minority interest in Sofora previously transferred to Fintech, pursuant to a formula agreed by the parties.”

 

As of the date of issuance of these consolidated financial statements, Sofora’s shares belong to Telecom Italia S.p.A. (32.5%), Telecom Italia International N.V. (18.5%); W de Argentina - Inversiones S.L. (32%) and Fintech Telecom LLC (17%). The economic rights of Telecom Italia Group in Telecom Argentina amounted to 14.5% as of June 30, 2015.

 

 

 

27



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

More information about the operation celebrated between the Telecom Italia Group and the Fintech Group is available in “Relevant Facts” section of the CNV at www.cnv.gob.ar, and in “Company filings search” section (Telecom Italia S.p.A and Telecom Argentina) of the SEC in www.sec.gov.

 

b)   Related parties

 

For the purposes of these consolidated financial statements, related parties are those individuals or legal entities which are related (in terms of IAS 24) to the Telecom Italia Group or W de Argentina - Inversiones SL, except Nortel and companies under sect. 33 of Law No. 19,550 (subsidiaries or affiliates).

 

Under IAS 24, Telefónica, S.A. (of Spain) and its controlled companies, including Telefónica de Argentina S.A. and Telefónica Móviles de Argentina S.A. are not considered related parties. Such situation is confirmed by the commitments assumed before the CNDC to ensure the separation and independence between the Telecom Italia Group and the Telecom Group, on one hand, and Telefónica, S.A. (of Spain) and its controlled companies, on the other, with respect to their activities in the Argentine telecommunications market, such as it has been corroborated by the applicable authorities.

 

The Telecom Group has transactions in the normal course of business with certain related parties. For the periods presented, the Telecom Group has not conducted any transactions with executive officers and/or persons related to them.

 

c)   Balances with related parties

 

CURRENT ASSETS

 

Type of related party

 

June 30,

 

December 31,

 

 

 

 

 

2015

 

2014

 

Trade receivables

 

 

 

 

 

 

 

TIM Participaçoes S.A. (a)

 

Other related party

 

6

 

5

 

Latin American Nautilus Argentina S.A. (a)

 

Other related party

 

3

 

3

 

Telecom Italia Sparkle S.p.A. (a)

 

Other related party

 

-

 

1

 

Telecom Italia S.p.A. (a)

 

Indirect parent company

 

-

 

1

 

 

 

 

 

9

 

10

 

Other receivables

 

 

 

 

 

 

 

Latin American Nautilus Ltd. (a) (b)

 

Other related party

 

44

 

52

 

Caja de Seguros S.A. (c)

 

Other related party

 

55

 

46

 

 

 

 

 

99

 

98

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Other receivables

 

 

 

 

 

 

 

Latin American Nautilus Ltd. (a) (b)

 

Other related party

 

18

 

36

 

 

 

 

 

18

 

36

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade payables

 

 

 

 

 

 

 

Italtel Group (a) 

 

Other related party

 

43

 

61

 

Latin American Nautilus Ltd. (a)

 

Other related party

 

33

 

11

 

Telecom Italia S.p.A. (a)

 

Indirect parent company

 

5

 

16

 

Telecom Italia Sparkle S.p.A. (a)

 

Other related party

 

18

 

13

 

Latin American Nautilus USA Inc. (a)

 

Other related party

 

2

 

2

 

Latin American Nautilus Argentina S.A. (a)

 

Other related party

 

1

 

-

 

TIM Participaçoes S.A. (a)

 

Other related party

 

1

 

-

 

Caja de Seguros S.A. (c)

 

Other related party

 

62

 

57

 

La Caja Aseguradora de Riesgos del Trabajo ART S.A. (d)

 

Other related party

 

10

 

8

 

 

 

 

 

175

 

168

 

 

(a)

Such companies relate to Telecom Italia Group.

(b)

Corresponds to an agreement of lease-mode IP international capacity until December 2016. The Company paid approximately $267.6 on February 2013 for this agreement.

(c)

Until March 30, 2015 this company related both to Telecom Italia Group and W de Argentina - Inversiones S.L. Since March 31, 2015 it relates to Telecom Italia Group.

(d)

Until March 30, 2015 this company related both to Telecom Italia Group and W de Argentina - Inversiones S.L. Since March 31, 2015 it relates to W de Argentina - Inversiones S.L.

 

 

 

28



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

d)     Transactions with related parties

 

 

 

Transaction
description

 

Type of related party

 

 

Six-month periods ended
June 30,

 

 

 

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

Services rendered

 

 

 

 

 

 

Profit (loss)

 

 

 

 

 

 

 

 

Telecom Italia Sparkle S.p.A. (a)

 

Voice – Wholesale

 

Other related party

 

 

12

 

15

TIM Participaçoes S.A. (a)

 

Voice – Wholesale

 

Other related party

 

 

3

 

8

Latin American Nautilus Argentina S.A. (a)

 

Voice – Wholesale

 

Other related party

 

 

5

 

4

Telecom Italia S.p.A. (a)

 

Voice – Wholesale

 

Indirect parent company

 

 

2

 

2

Caja de Seguros S.A. (b)

 

Voice – Retail

 

Other related party

 

 

128

 

43

Caja de Seguros S.A. (b)

 

Equipment

 

Other related party

 

 

115

 

177

 

 

 

 

Total services rendered

 

 

265

 

249

 

 

 

Transaction
description

 

Type of related party

 

 

Six-month periods ended June 30,

 

 

 

 

 

 

 

2015

 

2014

Services received

 

 

 

 

 

 

Profit (loss)

 

 

 

 

 

 

 

 

 

 

Latin American Nautilus Ltd. (a)

 

International outbound calls and data

 

Other related party

 

 

(39)

 

(67)

Grupo Italtel (a)

 

Maintenance, materials and supplies

 

Other related party

 

 

(30)

 

(22)

Telecom Italia Sparkle S.p.A. (a)

 

International outbound calls and other

 

Other related party

 

 

(33)

 

(25)

TIM Participaçoes S.A. (a)

 

Roaming

 

Other related party

 

 

(8)

 

(18)

Telecom Italia S.p.A. (a)

 

Fees for services and roaming

 

Indirect parent company

 

 

(8)

 

(4)

Latin American Nautilus Argentina S.A. (a)

 

International outbound calls

 

Other related party

 

 

(4)

 

(5)

Latin American Nautilus USA Inc. (a)

 

International outbound calls

 

Other related party

 

 

(3)

 

(3)

Caja de Seguros S.A. (b)

 

Insurance

 

Other related party

 

 

(16)

 

(11)

La Caja Aseguradora de Riesgos del Trabajo ART S.A. (c)

 

Salaries and social security

 

Other related party

 

 

(47)

 

(28)

La Estrella Seguros de Retiro S.A. (c)

 

Insurance

 

Other related party

 

 

(5)

 

(4)

 

 

 

 

Total services received

 

 

(193)

 

(187)

Purchases of PP&E

 

 

 

 

 

 

 

 

 

Grupo Italtel (a)

 

 

 

Other related party

 

 

20

 

62

 

 

 

 

Total purchases of PP&E

 

 

20

 

62

 

(a)

Such companies relate to Telecom Italia Group.

(b)

Until March 30, 2015 this company related both to Telecom Italia Group and W de Argentina - Inversiones S.L. Since March 31, 2015 it relates to Telecom Italia Group.

(c)

Until March 30, 2015 this company related both to Telecom Italia Group and W de Argentina - Inversiones S.L. Since March 31, 2015 it relates to W de Argentina - Inversiones S.L.

 

The transactions discussed above were made on terms no less favorable to the Telecom Group than would have been obtained from unaffiliated third parties. The Board of Directors approved transactions representing more than 1% of the total shareholders’ equity of the Company, after being approved by the Audit Committee in compliance with Law No. 26,831.

 

e) Key Managers

 

Compensation for the Key Managers, including social security contribution, amounted to $46 and $40 for the six-month periods ended June 30, 2015 and 2014, respectively, and was recorded as expenses under the item line “Employee benefits expenses and severance payments”. The total expense remuneration is comprised as follows:

 

 

 

Three-month periods ended June 30,

 

Six-month periods ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Salaries (*)

 

10

 

7

 

19

 

17

 

Variable compensation (*)

 

4

 

4

 

9

 

9

 

Social security contributions

 

4

 

3

 

8

 

7

 

Termination benefits

 

10

 

-

 

10

 

7

 

 

 

28

 

14

 

46

 

40

 

 

(*) Gross compensation. Social security contributions and income tax retentions that are deducted from the gross compensation are in charge of the employee.

 

As of June 30, 2015 and December 31, 2014, an amount of $10 and $8 remained unpaid, respectively.

 

As of June 30, 2015 and 2014, the Telecom Group has recorded a provision of $10 and $8, respectively, for the fees of its Board of Directors’ members. The members and alternate members of the Board of Directors do not hold executive positions in the Company or Company’s subsidiaries.

 

 

 

29



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES OF THE TELECOM GROUP

 

a)           Purchase commitments

 

The Telecom Group has entered into various purchase orders amounting in the aggregate to approximately $6,030 as of June 30, 2015 (of which $2,829 corresponds to PP&E commitments), primarily related to the supply of switching equipment, external wiring, infrastructure agreements, inventory and other service agreements.

 

b)          Contingencies

 

The Telecom Group is a party to several civil, tax, commercial, labor and regulatory proceedings and claims that have arisen in the ordinary course of business. In order to determine the proper level of provisions, Management of the Company, based on the opinion of its internal and external legal counsel, assesses the likelihood of any adverse judgments or outcomes related to these matters as well as the range of probable losses that may result from the potential outcomes. A determination of the amount of provisions required, if any, is determined after an analysis of each individual case.

 

The determination of the required provisions may change in the future due to new developments or unknown facts at the time of the evaluation of the claims or changes as a matter of law or legal interpretation. Consequently, as of June 30, 2015, the Telecom Group has recorded provisions in an aggregate amount of $1,553 to cover potential losses under these claims ($84 for regulatory contingencies deducted from assets and $1,469 included under provisions) and certain amounts deposited in the Company’s bank accounts have been restricted as to their use due to some judicial proceedings. As of June 30, 2015, these restricted funds totaled $44 (included under “Other receivables” item line in the consolidated statement of financial position).

 

Provisions consist of the following:

 

 

Balances

Additions

 

Decreases

Balances

 

as of
December
31, 2014

Capital
(i)

Interest
(ii)

Reclassi-
fications

Classified
to liability

Payments

 

as of
June 30,
2015

Current

 

 

 

 

 

 

 

Provision for civil and commercial proceedings

71

34

19

13

-

(7)

130

Provision for labor claims

51

-

-

33

-

(28)

56

Provision for regulatory, tax and other matters claims

77

-

-

6

-

(7)

76

Total current provisions

199

34

19

52

-

(42)

262

Non-current

 

 

 

 

 

 

 

Provision for civil and commercial proceedings

228

21

14

(13)

-

-

250

Provision for labor claims

288

61

34

(33)

-

-

350

Provision for regulatory, tax and other matters claims

441

51

16

(30)

-

-

478

Asset retirement obligations

123

-

6

-

-

-

129

Total non-current provisions

1,080

133

70

(76)

-

-

1,207

 

 

 

 

 

 

 

 

Total provisions

1,279

167

89

(iii) (24)

-

(42)

1,469

 

 

 

 

 

 

 

 

 

Balances

Additions

 

Decreases

Balances

 

as of
December
31, 2013

Capital

 

Interest
(ii)

Reclassi-
fications

Classified
to liability

Payments

 

as of
June 30,
2014

Current

 

 

 

 

 

 

 

Provision for civil and commercial proceedings

133

-

-

(17)

(47)

(7)

62

Provision for labor claims

44

-

-

34

-

(36)

42

Provision for regulatory, tax and other matters claims

47

-

-

23

-

(9)

61

Total current provisions

224

-

-

40

(47)

(52)

165

Non-current

 

 

 

 

 

 

 

Provision for civil and commercial proceedings

139

24

17

17

-

-

197

Provision for labor claims

263

10

25

(34)

-

-

264

Provision for regulatory, tax and other matters claims

525

57

24

(23)

-

-

583

Asset retirement obligations

106

2

4

-

-

-

112

Total non-current provisions

1,033

(iv)  93 

70

(40)

-

-

1,156

 

 

 

 

 

 

 

 

Total provisions

1,257

93

70

-

(47)

(52)

1,321

 

(i)               Included in Provisions.

(ii)             Included in Finance costs, in the line Interest on provisions

(iii)           Reclassified to Other receivables

(iv)          102 included in Provisions, 2 included in currency translation adjustment and a recovery of (11) for Personal’s obligations prescriptions included in Other income.

 

 

 

30



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

NOTE 7 – EQUITY

 

Equity includes:

 

 

June 30,

December 31,

 

 

2015

2014

 

Equity attributable to Telecom Argentina (Controlling Company)

15,537

14,418

 

Equity attributable to non-controlling interest (ABC Telecomunicaciones S.A. – Note 1.a)

336

351

 

Total equity (*) 

15,873

14,769

 

 

(*) Additional information is given in the consolidated statements of changes in equity.

 

(a) Capital information

 

The total capital stock of Telecom Argentina amounted to $984,380,978, represented by an equal number of ordinary shares, of $1 argentine peso of nominal value and entitled to one vote per share. The capital stock is fully integrated and registered with the Public Registry of Commerce.

 

The Company’s shares are authorized by the CNV, the BCBA and the NYSE for public trading. Only Class “B” shares are traded since Nortel owns all of the outstanding Class “A” shares; and Class “C” shares are dedicated to the employee stock ownership program, as described below.

 

Telecom Argentina’s breakdown of capital stock as of June 30, 2015 is as following:

 

 

Registered, subscribed and authorized for public offering

 

Shares

Outstanding shares

Treasury shares

Total capital stock

Ordinary shares, $1 argentine peso of nominal value each

 

 

 

          Class “A”

502,034,299

-

502,034,299

          Class “B”

466,883,425

15,221,373

482,104,798

          Class “C”

241,881

-

241,881

Total

969,159,605

15,221,373

984,380,978

 

Each ADS represents 5 Class B shares and are traded on the NYSE under the ticker symbol TEO.

 

(b) Acquisition of Treasury Shares

 

The Company’s Ordinary Shareholders’ Meeting held on April 23, 2013, which was adjourned until May 21, 2013, approved at its second session of deliberations, the creation of a “Voluntary Reserve for Capital Investments” of $1,200, granting powers to the Company’s Board of Directors to decide its total or partial application, and to approve the methodology, terms and conditions of such investments.

 

In connection with the above mentioned, on May 22, 2013, the Board of Directors approved a Company’s Treasury Shares Acquisition Program in the market in Argentine pesos (the “Treasury Shares Acquisition Program”) so as to avoid any possible damages to the Company and its shareholders derived from fluctuations and unbalances between the shares’ price and the Company’s solvency, for the following maximum amount and deadline:

 

·                  Maximum amount to be invested: $1,200.

·                  Deadline for the acquisitions: until April 30, 2014.

 

According to the offer made on November 7, 2013 by the Fintech Group for the acquisition of the controlling interest of the Telecom Italia Group in Telecom Argentina (see Note 5.a to these consolidated financial statements), Telecom Argentina suspended the acquisition of treasury shares and its Board of Directors considered appropriate to request the opinion of the CNV on the applicability of the new provisions contained in the rules issued by that entity (Title II, Chapter I, Art.13 and concurring) with respect to the continuation of the Treasury Shares Acquisition Program.

 

The CNV did not answer the Company’s request and the Telecom Argentina’s Board of Directors, at its meeting held on May 8, 2014, decided to conclude the request considering that the Treasury Shares Acquisition Program finished on April 30, 2014, which had been approved by Telecom Argentina’s Board of Directors Meeting held on May 22, 2013.

 

Telecom Argentina’s Board of Directors, at its meeting held on June 27, 2014, decided to request a new opinion from the CNV to confirm whether Telecom Argentina is obliged to refrain from acquiring treasury shares in the market under Section 13, Chapter I, Title II of the CNV rules (NT 2013).

 

 

 

31



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

Pursuant to Section 67 of Law No. 26,831, the Company must sell its treasury shares within three years of the date of acquisition. Pursuant to Section 221 of the LSC, the rights of treasury shares shall be suspended until such shares are sold, and shall not be taken into account to determine the quorum or the majority of votes at the Shareholders’ Meetings. No restrictions apply to Retained Earnings as a result of the creation of a specific reserve for such purposes named “Voluntary Reserve for Capital Investments”.

 

As of the date of issuance of these consolidated financial statements, the Company owns 15,221,373 treasury shares, representing 1.55% of its total capital. The acquisition cost of these shares in the market amounted to $461.

 

(c) Conversion of Class “C” shares

 

Pursuant to the authorization approved by the General Ordinary and Extraordinary and Special Class “C” Shares Meetings of Telecom Argentina held on December 15, 2011 and following the request of individual holders, on June 15, 2015, 24.901 Class “C” shares were converted, in a ninth tranche, into an equal number of Class “B” shares. As of the date of issuance of these consolidated financial statements, conversion is pending for 241,881 Class “C” shares.

 

NOTE 8 – RESTRICTIONS ON DISTRIBUTION OF PROFITS

 

The Company is subject to certain restrictions on the distribution of profits. Under the LSC, the by-laws of the Company and rules and regulations of the CNV, a minimum of 5% of net income for the year in accordance with the statutory books, plus/less previous years adjustments and accumulated losses, if any, must be appropriated by resolution of the shareholders to a legal reserve until such reserve reaches 20% of the outstanding capital (common stock plus inflation adjustment of common stock). On May 21, 2014, Telecom Argentina reached the maximum amount of its Legal Reserve according to LSC and CNV provisions previously disclosed.

 

NOTE 9 – SELECTED CONSOLIDATED QUARTERLY INFORMATION

 

Quarter

Revenues

Operating
income before
D&A

Operating
income

Financial
results, net

Net
income

Net income
attributable
to Telecom
Argentina

Fiscal year 2014:

 

 

 

 

 

 

March 31,

7,466

2,112

1,377

(32)

906

889

June 30,

8,119

2,007

1,241

186

930

916

September 30,

8,598

2,067

1,225

76

848

839

December 31,

9,158

2,516

1,600

23

1,045

1,029

 

33,341

8,702

5,443

253

3,729

3,673

Fiscal year 2015:

 

 

 

 

 

 

March 31,

8,872

2,634

1,680

(89)

1,041

1,028

June 30,

9,624

2,501

1,468

(30)

937

928

 

18,496

5,135

3,148

(119)

1,978

1,956

 

NOTE 10 – RECENT DEVELOPMENTS CORRESPONDING TO THE SIX-MONTH PERIOD ENDED JUNE 30, 2015 FOR THE TELECOM GROUP

 

(a)   Personal’s bank loan

 

On January 28, 2015, Personal entered into a loan with a foreign bank for a total amount of US$ 40.8 million (equivalent to $353 at that date). This new loan is a 27-months bullet loan with three-month interest payment at a weighted average rate of three-month LIBO plus 8.75% (a financial cost of 9.0288% in 1H15). The debt amounted to $362 as of June 30, 2015 (including a principal of $354 disclosed in Non-current financial debt and accrued interests amounting to $8 disclosed in Current financial debt).

 

The terms and conditions of the loan include covenants and events of default that are usual for this type of transaction, among those the limitation that Personal will not incur new indebtedness other than the permitted indebtedness if, as a result of the incurrence thereof, its consolidated total leverage ratio (consolidated debt to consolidated operating profit/loss before depreciation and amortization, including gain/loss on disposal of PP&E and impairment of PP&E, as defined in the terms and conditions of the loan) is greater than 3.0 to 1.0 or its consolidated interest coverage ratio (consolidated operating profit/loss before depreciation and amortization, including gain/loss on disposal of PP&E and impairment of PP&E and impairment of PP&E, as defined in the terms and conditions of the loan, to consolidated net interest) is lower than 3.0 to 1.0.

 

The funds were totally used for the acquisition of inventories.

 

 

 

32



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

(b)  Financial transactions to mitigate foreign exchange risk

 

Due to the existence of commitments denominated in US Dollars as of June 30, 2015 Personal entered into several NDF agreements during 1H15 to purchase a total amount of US$75 million which will mature between January 2016 and June 2016. The purpose of these NDF is to eliminate the risks associated to the fluctuation of the future exchange rate and to align the payment currency of Personal’s commitments (item covered) to its functional currency. As the effect of the fluctuation of the exchange rate over the hedged items is recognized in the Income Statement, changes in the fair value of NDF in 1H15 (net loss of approximately $25 million) have also been recognized in the Income Statement, within Finance income and expenses - NDF. The Telecom Group recognizes the hedging instruments results, distinguishing between gains and losses of such agreements that generate assets and liabilities, as appropriate, without offsetting balances with different counterparties. As of June 30, 2015, Personal has a current asset amounting to $4 and a current liability amounting to $29 related to the US$75 million outstanding NDF to such date.

 

During 1Q15, Personal also realized the remaining NDF entered as of December 31, 2014 for US$149 million, recording a net loss of $22 which was recognized in the Income Statement, within Finance income and expenses – NDF in 1Q15. The purpose of these NDF was also to eliminate the risks associated to the fluctuation of the future exchange rate and to align the payment currency of Personal’s commercial commitments (item covered) to its functional currency.

 

As part of their financial risk management and reduction of exchange rate risk policies, during 1H15 Telecom Argentina and Personal acquired Government bonds denominated in U.S. dollars (Bonar X 2017), at a cost of $429, with an annual interest rate of 7%, also in U.S. dollars. These bonds were valued at fair value and generated a gain of $45 million which was recognized in “Financial results - Gains on investments”.

 

(c)   Profit sharing bonds

 

The “Ramollino Silvana v. Telecom Argentina S.A.” case was pending to be solved by the Supreme Court as a result of a complaint introduced by certain co-plaintiffs whose claim related to the profit sharing bonds had been left ineffective because they were not part of the Share Ownership Plan (“the PPP”).

 

The Labor Chamber of Appeals had rejected this action as it considered that such employees joined Telecom Argentina following the transfer of staff to the privatized entity and the only beneficiaries who could collect bonds were employees who participated in the PPP during the privatization.

 

On March 16, 2015, the Attorney General’s Office ruled that the issue to be solved is to determine if recurrent co-plaintiffs – who were employed by the Company after its privatization and the implementation of the PPP- have the right to participate in profit sharing programs created under Law No. 23,696. In this regard the Attorney General’s Office ruled that the profit sharing bonds are a necessary consequence of the implementation of the PPP, so if the plaintiffs were not entitled to the profit sharing bonds they would not be entitled to the PPP.

 

He noted that “the legislative design of these programs does not constitute harm to the plaintiffs and cannot be considered discriminatory. The difference in treatment between those who joined the ex-Entel and employees of the entity once it was privatized seems a reasonable regulation of different situations.”

 

On June 9, 2015 the Argentine Supreme Court issued a final sentence adhering to the opinion of the Attorney General’s Office, ratifying that every employee hired by the Company after November 8, 1990 do not have the right to participate in the profit sharing bond as they were excluded of the PPP.

 

This judicial precedent endorse the criteria used by the Company and based on its legal advisors opinion (who considered remote the chances of compensation to employees not included in the PPP) to estimate the provisions recorded for these claims.

 

(d)  Legal Procedures relating to the Definition of the Scope of Fixed and Mobile Telephone Services under Broadcasting Law No. 22,285, repealed by Law No. 26,522 of Audiovisual Communication Services

 

Within the context of a claim filed by Supercanal S.A., on June 16, 2014 Telecom Argentina had filed before the Courts a request to terminate the injunction, arguing among other reasons that new Law No. 26,522 of Audiovisual Communication Services repealed the former law, under which the injunction had been ordered. Alternatively, Telecom Argentina had also requested that the injunction be adjusted between the limits of the new law, thus removing from it the VAS, Internet and/or video on demand services. In December 2014, Supercanal alleged that Telecom Argentina’s request is based on unconstitutional grounds.

 

In March 2015, Telecom Argentina reported in the case the enactment of Law No. 27,078 (LAD) and requested that it be considered at the time of the Judge’s ruling. As of the date of issuance of these consolidated financial statements, the allegations of both parties are pending before the Courts.

 

 

 

33



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

(e)   Constitution and startup of activities of the “Autoridad Federal de las Tecnologías de la Información y las Comunicaciones” (the “AFTIC”)

 

Decree No. 1,117/15 issued on June 12, 2015 approved the organizational structure of the AFTIC, created by section 77 of Law No. 27,078 (LAD) as an autonomous and decentralized body within the PEN.

 

AFTIC is the continuation, for all purposes, of the SC and the CNC, and its functions are the regulation, control, supervision and verification concerning the Information and Communications Technology (“ICT”) in general, of the telecommunications in particular, of the postal service and all those matters integrated to its field in accordance to the text of the LAD and the applicable regulations and the policies set by the National Government.

 

AFTIC is constituted by a plural Board that will be integrated by seven (7) members and by a Telecommunications and Digitalization Technologies Federal Council that will be integrated by thirty four (34) members. The plural Board will manage and administrate the AFTIC and the Council will bring together different stakeholders of the sector and will be responsible for the law enforcement.

 

Pursuant to the provisions of the mentioned Decree, the AFTIC organizational structure is compound by five (5) General Managements and eight (8) National Managements, an Internal Audit Area, a Communication and Press Area, and a General Secretary, all depending from the plural Board.

 

Decree No. 1,115 published in the Official Bulletin on June 16, 2015, appointed two members of the AFTIC plural Board as the Chairman of the mentioned Board and as the AFTIC Director, and Decree No. 1,116 published on the same date in the Official Bulletin appointed another two AFTIC Directors, as a proposal of the parliamentary bloc of the first and second minority, respectively.

 

According to the LAD, Decree No. 764/00, as amended, will remain in force in all matters that are not contrary to its provisions, during the period that the AFTIC issues the regulations concerning the ICT Services Licenses, the National Interconnection Regulation, the SU General Regulation and the Rules on the Management and Control of Radio Spectrum. Also, the Telecommunications Law No. 19,798 (issued in 1972), as amended, will also remain in force only regarding to those provisions that are not contrary to LAD provisions.

 

(f)      Spectrum – Final adjudication

 

Resolution No. 25/15, issued on June 11, 2015, registered under Personal brand for the SCMA and for the National Exploitation Area, the SCMA Frequency Bands 713-723 Mhz and 768-778 Mhz, which conformed Lot 8 and were pending of SC adjudication.

 

On June 25, 2015 Personal paid the auctioned amounts related to the adjudicated Frequency Bands (equivalent to US$ 247.3 millions), according to the List of Conditions provisions and its clarifying circulars, and integrating thereby full payment of the amount related to Lot 8. Moreover, pursuant to Article 54 of the List of Conditions, the compliance guarantee was accompanied by the 15% of the auction realized by SC Resolution No. 25/15.

 

The acquisition of these rights of use of Frequency Bands was recorded as Intangible Assets amounting to $2,256 – that includes $13 related to the IDC costs which will be depreciated according to Note 3.i) – 3G and 4G Licenses of the consolidated financial statements as of December 31, 2014.

 

(g)  Amendment of the Company’s corporate purpose

 

The Company’s Ordinary and Extraordinary Shareholders’ Meeting held on June 22, 2015 approved the change of the Telecom Argentina’s corporate purpose, by adapting it to the new definition of ICTs Services included in the LAD and including the possibility to provide Audiovisual Communication Services. This Meeting provided that the enforcement of the Company’s corporate purpose amendment will be conditional and subject to obtaining prior approval by the Regulatory Authority.

 

Through Resolution No. 19 issued on July 27, 2015, the AFTIC approved the amendment to the Company’s corporate purpose included in Article 3 of the Company’s Bylaws. The Company will continue with the inscription of this Bylaws amendment within the CNV.

 

 

 

34



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

(h)       Salary agreements

 

In July 2015 Telecom Argentina and Personal have concluded the salary negotiation process with various telecommunications unions (Telecom Argentina for the period July 2015 – June 2016 and Personal for the period April 2015 – June 2016). Pursuant to the agreements reached, the unionized employees of both companies will receive in two installments different fixed amounts per category, representing an annual raise of 30.1% and 32.3%, respectively (Personal’s unionized employees had already received a 17% in April 2015).

 

Mentioned increases will affect Telecom Argentina’s and Personal’s operating results for the 2H15 and for 1H16 according to the table below:

 

 

 

Salaries and social security expenses
estimated increases (*)

 

 

Telecom
Argentina

 

Personal

 

Total
consolidated

2H15

 

 

 

 

 

 

20% July increase over June 2015 salaries

 

380

 

-

 

380

10% November increase over April 2015 salaries + fixed amounts

 

-

 

20

 

20

Total effect 2H15

 

380

 

20

 

400

1H16

 

 

 

 

 

 

10.1% January increase over June 2015 salaries + fixed amounts

 

(**) 564

 

-

 

564

1.3% January increase + 4% April increase (both over June 2015 salaries + fixed amounts)

 

-

 

(**) 40

 

40

Total effect 1H16

 

564

 

40

 

604

Salaries and security expenses annual increase (July 2015-June 2016)

 

944

 

60

 

1,004

 

(*) Figures include the social security expenses related to the agreed salary increases and were calculated according to the present headcount.

(**) These figures include the 2H15 and the 1H16 salary and social security expenses increase.

 

(i)      Presentations of the Company within the LAD

 

On July 23, 2014, the Company made a filing before the SC pursuant to which it requested, among others: (i) adjustment of the monthly basic charges of all the SBT categories set forth in the Tariffs General Structure; (ii) the determination of a social tariff; (iii) the adjustment of the telephonic pulse value; (iv) the adaptation of the international long distance tariff to the current value of the gold franc; and (v) the tariff deregulation of the commercial service category. In addition, and until such adjustments are made, it was also requested that the SBT become excluded from the sanctioning regime provided by Decree No. 1,185/90, Decree No. 62/90, SC Resolution No.10,059/99 and SC Resolution No. 5/13. It is worth mentioning that such adjustments would have relevant effects on Telecom Argentina’s ability to finance the technological updating of its networks and infrastructure, which would in the end result in the provision of better services to the Company’s customers.

 

Following this presentation, on December 19, 2014 the LAD came in force setting a new legal framework in this matter. According to this, among its provisions, under Title (VI) “Prices, rates and levies” established a general rule (Article 48) with certain exceptions.

 

Under these provisions, on April 16, 2015, the Company made two presentations to the CNC through which reported new installation rates for the “business, professional and government” segment (that will apply from April 23, 2015 and which value is $690 argentine pesos) and also the new monthly charges tariff for this segment (that will apply from July 15, 2015 and which value is $77.28 argentine pesos).The presentation was rejected by the CNC, through note received on April 29, 2015, which requests the Company to refrain from engaging in unilateral conducts as the informed, under penalty to initiate a sanction process.

 

Likewise, on June 2, 2015, the Company filed another presentation to the CNC informing new tariffs for the price per minute for calls made by our customers to certain international destinations, being effective from October 15, 2015. The Company also informed through the mentioned presentation the prices applying to public telephony service in the South Region and the prices applying to the assisted call service, being effective from July 1, 2015.

 

On June 16, 2015 the Company was notified of the CNC GC Note No. 364/15 through which the CNC urged the Company to apply the maximum rates approved by the General Tariff Structure in effect as of that date to the international calls made to the mentioned countries, according to the provisions of CNT Resolution No. 127/91, as amended. The Company was also refrained from engaging in unilateral conducts, under penalty to initiate the corresponding sanction process.

 

The Company filed on May 27, 2015 and July 2, 2015, respectively, two claims against the injunctions received from the CNC.

 

 

 

35



Table of Contents

 

TELECOM ARGENTINA S.A.

 

 

However, on July 17, 2015, the AFTIC notified the Company the initiation of a sanction process related to a presumed violation of the General Tariff Structure and of CNT Resolution No. 127/91, as amended, with respect to the increase of the installation charges prices and the monthly charges tariffs for the “business, professional and government” segment informed on April 16, 2015.

 

As the date of issuance of these consolidated financial statements, the Company, with the assistance of its legal counsel, is analyzing the disclaimer to be filed against the mentioned sanction process.

 

(j)      Demerger of Telco S.p.A. and Telefónica, S.A. (of Spain) indirect stake

 

Telefónica, S.A. (of Spain) has reported that, having obtained the approval of CADE (the Brazilian antitrust authority), ANATEL (Brazilian regulatory authority); CNDC (Argentinean antitrust authority) and Istituto per la Vigilanza sulle Assicurazioni IVASS (Italian insurance regulatory authority), the demerger of Telco S.p.A. has been formalized and its shareholders has assumed, through its subsidiaries, the direct stakes in Telecom Italia S.p.A. The Telco S.p.A. Shareholders’ Agreement has also became ineffective.

 

Regarding the Telefónica, S.A. (of Spain) stake, on June 24, 2015 such company informed to the CNV and the BCBA the “divesting of its entire stake in Telecom Italia S.p.A.”.

 

(k)   “Telco” and “TI-W” Commitments

 

In Telecom Argentina’s 2014 Annual Report, Note B.4.2, a reference was made to the commitment accepted through Resolution No. 148/10 of the Secretariat of Economic Policy (“Telco Commitment”) and the commitment accepted through Resolution No. 149/10 of the Secretariat of Economic Policy (“TI-W Commitment”) (the “Telco Commitment” and the “TI-W Commitment”, together, the “Commitments”), both presented through the CNDC with the purpose of ensuring the segregation and independence between the activities in the Argentine market of (a) Telefónica, S.A. (of Spain) and its subsidiaries, on one side and (b) the Telecom Italia Group, certain subsidiaries of Telecom Italia and the Telecom Group, on the other side, aimed to preserve and encourage the level of competition of their activities in the Argentine market.

 

On June 24, 2015 Telefónica, S.A. (of Spain) informed to the CNV and the BCBA the “divesting of its entire stake in Telecom Italia S.p.A”.

 

According to the provisions of Clause 9.2 from the Telco Commitment and to Clause 3 of the TI-W Commitment, the mentioned Telefónica, S.A. (of Spain) divestment and the end of the validity of the Telco S.p.A Shareholders’ Agreement also represents the end of the validity of the Commitments.

 

For that reason, on July 6, 2015, Telecom Italia S.p.A. submitted a note to the CNDC informing that the end of the validity of the Commitments had been configured, according to that contemplated in Clause 9.2 from the Telco Commitment and Clause 3 of the TI-W Commitment.

 

On July 7, 2015, the Chairmen of the Board of Directors of Telecom Argentina and Personal submitted a note to the CNDC adhering to the presentation made by Telecom Italia S.p.A. and requiring the extinction of the validity of the Commitments for the same reasons exposed by Telecom Italia S.p.A on its note.

 

 

 

 

 

 

Adrián Calaza

 

Oscar Cristianci

Chief Financial Officer

 

Chairman of the Board of Directors

 

 

 

 

 

 

 

 

36



Table of Contents

 

“Free translation from the original in Spanish for publication in Argentina”

 

LIMITED REVIEW REPORT ON CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

To the Shareholders, President and Directors of

Telecom Argentina S.A.

Legal address: Alicia Moreau de Justo 50

City of Buenos Aires

Tax Code No.:  30-63945373-8

 

Introduction

 

We have reviewed the accompanying condensed interim consolidated financial statements of Telecom Argentina S.A. and its subsidiaries (“Telecom” or the “Company”), which comprise the consolidated statement of financial position as of June 30, 2015, the consolidated statements of income and of comprehensive income for the three and six-month periods ended June 30,2015, the consolidated statements of changes in equity and of cash flows for the six- month period ended June 30, 2015 and selected explanatory notes.

 

The balances and other information for the fiscal year 2014 and interim periods are an integral part of the above-mentioned financial statements and therefore they should be considered in relation with those financial statements.

 

Management Responsibility

 

The Board of Directors of the Company is responsible for the preparation and presentation of the financial statements in accordance with International Financial Reporting Standards, as approved by the International Accounting Standards Board (IASB), which have been adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting standards and incorporated by the National Securities Commission (CNV) to its regulations and is therefore responsible for the preparation and presentation of the condensed interim consolidated financial statements mentioned in the first paragraph, in accordance with International Accounting Standard No. 34 “Interim Financial Information” (IAS 34).

 

Scope of our review

 

Our review was limited to the application of the procedures established under International Standards on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” (ISRE 2410), approved by the International Auditing and Assurance Standards Board (IAASB) and adopted as a review standard in Argentina by Technical Pronouncement No. 33 of the FACPCE. A review of interim financial information consists of inquiries of Company personnel responsible for preparing the information included in the condensed interim consolidated financial statements and of analytical and other review procedures. This review is substantially less in scope than an audit performed in accordance with International Auditing Standards; consequently, a review does not enable us to obtain assurance that we would became aware of all significant matters that could be identified in an audit. Therefore, we do not express an opinion on the consolidated financial position, the consolidated comprehensive income and the consolidated cash flow of the Company.

 

Conclusion

 

On the basis of our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements mentioned in the first paragraph of this report are not prepared, in all material respects, in accordance with International Accounting Standard No. 34.

 



Table of Contents

 

Report on compliance with current regulations

 

In compliance with provisions currently in force, we inform, as regards Telecom, that:

 

a)        The condensed interim consolidated financial statements of Telecom are transcribed into the “Inventory and Balance Sheet” book and are in compliance, as regards matters within our field of competence, with the provisions of the Commercial Companies Law and pertinent resolutions of the National Securities Commission;

 

b)        The separate condensed interim financial statements are derived from accounting records kept in their formal respects in conformity with legal provisions;

 

c)         We have read the Operating and financial review and prospects, on which, as regards those matters that are within our competence, we have no observations to make;

 

d)        As of June 30, 2015, the debt of Telecom accrued in favor of the Argentine Integrated Social Security System, as shown by the Company’s accounting records, amounted to $122,117,943.56 and was not due at that date.

 

 

City of Buenos Aires, August 3, 2015

 

 

 

PRICE WATERHOUSE & CO. S.R.L.

 

 

 

/s/ Carlos A. Pace (Partner)

 

C.P.C.E.C.A.B.A. Tº 1 Fº 17

 

Dr. Carlos A. Pace

 

Public Accountant (UBA)

 

C.P.C.E.C.A.B.A. T° 150 F° 106

 

 



Table of Contents

 

 

CORPORATE INFORMATION

 

·             INDEPENDENT AUDITORS Price Waterhouse & Co S.R.L. (member of PricewaterhouseCoopers)

 

·             STOCK MARKET INFORMATION (Source: Bloomberg)

 

 

BCBA

 

 

Market quotation ($/share)

Volume of shares

Quarter

High

Low

traded (in millions)

2Q14

49.00

34.50

5.4

3Q14

62.10

42.00

5.6

4Q14

62.30

43.70

4.0

1Q15

63.00

45.15

3.1

2Q15

55.00

44.45

2.4

 

 

NYSE*

 

 

Market quotation (US$/ADR*)

Volume of ADRs

Quarter

High

Low

traded (in millions)

2Q14

23.86

17.77

12.4

3Q14

25.09

18.65

11.6

4Q14

23.18

19.13

7.9

1Q15

26.04

18.85

8.8

2Q15

22.87

17.95

9.2

 

* Calculated at 1 ADR = 5 shares

 

·             INVESTOR RELATIONS for information about Telecom Argentina S.A., please contact:

 

In Argentina

 

Telecom Argentina S.A.

 

Investor Relations Division

 

Alicia Moreau de Justo 50, 10th Floor

 

(1107) Autonomous City of Buenos Aires

 

Tel,: 54-11-4968-3628

 

Argentina

 

 

Outside Argentina

 

JP Morgan Chase

 

Latam ADR Sales & Relationship Mgmt.

 

4 New York Plaza, Floor 12

New York, NY 10004

USA

 

Tel.: 1-212-552-3729

 

 

·             INTERNET http://www.telecom.com.ar/inversores/index.html

 

·             DEPOSIT AND TRANSFER AGENT FOR ADRs

 

J.P. Morgan Depositary Receipts

 

4 New York Plaza, Floor 12

 

New York, NY 10004

 

(866) JPM-ADRS

adr@jpmorgan.comwww.adr.com

 

 


 


Table of Contents

 

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.

 

 

 

 

 

 

Telecom Argentina S.A.

 

 

 

 

 

 

 

 

Date:

September 17, 2015

 

By:

/s/ Oscar Carlos Cristianci

 

 

 

 

Name:

Oscar Carlos Cristianci

 

 

 

 

Title:

Chairman of the Board of Directors