UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 6-K/A 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 

of the Securities Exchange Act of 1934

 

For the month of November 2024

 

Commission File Number: 001-13464

 

Telecom Argentina S.A.

(Translation of registrant’s name into English)

 

General Hornos, No. 690, 1272

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   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  

 

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  

 

 

 

 

Telecom Argentina S.A. hereby designates this report on Form 6-K as being incorporated by reference into its registration statement on Form F-3 (Registration No. 333-280720) dated July 8, 2024 (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

 

EXPLANATORY NOTE

 

Telecom Argentina S.A. (“TEO”) is amending its report on Form 6-K with the Unaudited condensed consolidated financial statements as of September 30, 2024, Operating and financial review and prospects as of September 30, 2024 and Capsule financial information illustrating the effects of inflation from December 31, 2023 to September 30, 2024, furnished to the Securities and Exchange Commission on November 13, 2024 (File/Film Number: 001-13464/241450768) (the “Form 6-K”) solely for the purpose of amending certain typos included (i) on page F-22, relating to Núcleo’ Income tax payable as of December 31, 2023, where the proper figure should have been $2,544 million instead of $2.543544 million (ii) on page VIII, relating to fair value losses on financial assets at fair value in 9M23, where the proper figure should have been $40,043 million instead of $33,746 million, (iii) on page X, relating to cash flow used in investing activities in 9M23, where the figure should have been $661,203 million instead of $708,762 million, and (iv) certain adjustments due to rounding on the Capsule financial information illustrating the effects of inflation from December 31, 2023 to September 30, 2024. Except as described above, this amendment does not amend any other information set forth in the Form 6-K. This amendment to the Form 6-K includes the corrected version of TEO’s Unaudited condensed consolidated financial statements as of September 30, 2024, Operating and financial review and prospects as of September 30, 2024 and Capsule financial information illustrating the effects of inflation from December 31, 2023 to September 30, 2024.

 

 

 

 

Telecom Argentina S.A.

 

TABLE OF CONTENTS

 

Item

 

1. Unaudited condensed consolidated financial statements as of September 30, 2024
2. Operating and financial review and prospects as of September 30, 2024
   
3. Capsule financial information illustrating the effects of inflation from December 31, 2023 to September 30, 2024

 

 

 

 

Unaudited Condensed Consolidated Financial Statements as of September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

General Hornos 690

 

(C1272ACK) Autonomous city of Buenos Aires

 

Republic of Argentina

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF SEPTEMBER 30, 2024 AND 2023

 

 

INDEX

 

 

Glossary of terms  
Unaudited condensed consolidated financial statements  
Consolidated statements of financial position  
Consolidated income statements  
Consolidated statements of comprehensive income  
Consolidated statements of changes in equity  
Consolidated statements of cash flows  
Notes to the unaudited condensed consolidated financial statements  
   

 

 

 

 

TELECOM ARGENTINA S.A.

 

 

Glossary of terms

 

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

 

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

 

ADR: American Depositary Receipt.

 

BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.

 

BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.

 

CAPEX: Capital expenditures.

 

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

 

Company/Telecom Argentina: Telecom Argentina S.A.

 

CVH: Cablevisión Holding S.A., controlling company of Telecom Argentina since January 1, 2018.

 

DFI: Derivate Financial Instrument.

 

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

 

Fintech: Fintech Telecom LLC, a Telecom Argentina shareholder.

 

fintech: Financial technology services are activities that involve the use of innovation and technological developments for the design, offer and provision of financial products and services.

 

Fixed Assets: Includes PP&E, Intangible assets, Goodwill and Rights of use assets.

 

IAS: International Accounting Standards.

 

IASB: International Accounting Standards Board.

 

ICT Services (Information and Communication Technology services): Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.

 

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

 

INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and cense.

 

La Capital Cable/Ver TV/: Names corresponding to limited companies La Capital Cable S.A., Ver T.V. S.A., respectively, companies that are directly or indirectly associates according to the definition of the General Corporations Law.

 

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

 

LGS (Ley de General de Sociedades): Argentine Corporations Law No. 19,550 as amended. Since the enforcement of the new Civil and Commercial Code its name was changed to “General Corporations Law”.

 

Micro Sistemas/Pem/Cable Imagen/AVC Continente Audiovisual/Inter Radios/Personal Smarthome/NYS2/NYSSA/ RISSAU/ Manda/ TSMA: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the General Corporations Law, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios S.A.U., Red Intercable Satelital S.A.U.,Manda S.A. and Teledifusora San Miguel Arcángel S.A..

 

NYSE: New York Stock Exchange.

 

OPH: Name corresponding to company Open Pass Holding LLC that is a joint venture of Telecom Argentina.

 

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

 

PP&E: Properties, plant and equipment.

 

PSPCP (Proveedores de servicios de pago con cuentas de pago): Payment service providers offering payment accounts.

 

RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).

 

Telecom: Telecom Argentina and its consolidated subsidiaries.

 

F-1

 

 

TELECOM ARGENTINA S.A.

 

 

Telecom USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/Ubiquo/ Micro Fintech Holding/ Naperville/ Saturn / CrediPay: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa,Micro Fintech Holding LLC, Naperville Investments LLC, Saturn Holding LLC and CrediPay S.A., respectively, companies that are directly or indirectly controlled according to the definition of the General Corporations Law.

 

USA: United States of America

 

UVA (Unidad de Valor Adquistivo): Purchasing Value Unit, an index developed and published by the Banco Central de la República Argentina.

 

F-2

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In millions of Argentine pesos in current currency - Note 1.d)

 

    September 30, December 31,
ASSETS Note 2024 2023
Current Assets      
Cash and cash equivalents 2 182,810 322,074
Investments 2 162,829 249,897
Trade receivables 3 255,798 267,836
Other receivables 4 61,226 68,617
Inventories 5 53,100 63,557
Assets classified as held for sale 7 1,997 -
Total current assets   717,760 971,981
Non-Current Assets      
Trade receivables 3 382 508
Other receivables 4 16,755 39,565
Deferred income tax assets 13 27,170 27,849
Investments 2 12,755 48,029
Goodwill 6 3,119,743 3,112,300
PP&E 7 4,086,881 4,579,590
Intangible assets 8 1,766,959 1,827,183
Right of use assets 9 445,187 434,794
Total non-current assets   9,475,832 10,069,818
TOTAL ASSETS   10,193,592 11,041,799
LIABILITIES      
Current Liabilities      
Trade payables 10 392,697 719,350
Borrowings 11 1,029,938 1,135,863
Salaries and social security payables 12 172,409 183,721
Income tax payables 13 2,160 3,149
Other taxes payables 14 67,507 78,915
Dividends payables 2 647 -
Leases liabilities 15 63,237 57,926
Other liabilities 16 59,494 41,244
Provisions 17 3,421 10,765
Total current liabilities   1,791,510 2,230,933
Non-Current Liabilities      
Trade payables 10 10,345 1,842
Borrowings 11 1,633,503 3,153,916
Salaries and social security payables 12 8,993 7,517
Deferred income tax liabilities 13 1,332,521 929,574
Other taxes payables 14 3 22
Leases liabilities 15 114,770 120,765
Other liabilities 16 9,615 18,227
Provisions 17 54,956 52,647
Total non-current liabilities   3,164,706 4,284,510
TOTAL LIABILITIES   4,956,216 6,515,443
EQUITY      
Equity attributable to Controlling Company   5,138,576 4,370,029
Equity attributable to non-controlling interest   98,800 156,327
TOTAL EQUITY(See Consolidated Statements of Changes in Equity)   5,237,376 4,526,356
TOTAL LIABILITIES AND EQUITY   10,193,592 11,041,799

 

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

 

F-3

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED INCOME STATEMENTS 

(In millions of Argentine pesos in current currency, except per share data in Argentine pesos in current currency - Note 1.d)

 

    Three-month period
ended September 30,
  Nine-month period
ended September 30,
  Note 2024 2023   2024 2023
Revenues 21 983,141 1,030,218   2,852,341 3,185,094
Employee benefit expenses and severance payments 22 (252,230) (248,656)   (694,524) (766,440)
Interconnection and transmission costs   (25,470) (29,810)   (85,295) (93,071)
Fees for services, maintenance, materials and supplies 22 (127,724) (132,597)   (384,474) (400,496)
Taxes and fees with the Regulatory Authority 22 (77,864) (79,317)   (222,875) (245,644)
Commissions and advertising   (58,243) (61,551)   (155,421) (192,780)
Cost of equipment and handsets 22 (48,968) (52,063)   (131,773) (168,965)
Programming and content costs   (56,939) (56,607)   (161,655) (178,875)
Bad debt expenses 3 (19,132) (19,741)   (58,695) (73,462)
Other operating expenses 22 (49,427) (42,469)   (135,333) (146,535)
Depreciation, amortization and impairment of Fixed Assets 22 (303,880) (364,556)   (928,662) (1,076,513)
Operating loss   (36,736) (57,149)   (106,366) (157,687)
Losses from associates and joint ventures 2 (4,851) (261)   (8,184) (3,640)
Financial results from borrowings 23 92,403 6,339   1,350,487 24,640
Other financial results, net 23 (45,629) 72,257   138,067 165,433
Income before income tax   5,187 21,186   1,374,004 28,746
Income tax benefit (expense) 13 (16,730) 77,802   (422,092) 234,411
Net income (loss) for the period   (11,543) 98,988   951,912 263,157
             
Attributable to:            
Controlling Company   (16,361) 93,618   938,639 251,230
Non-controlling interest   4,818 5,370   13,273 11,927
    (11,543) 98,988   951,912 263,157
             
Earnings (losses) per share for income attributable to the Controlling Company - Basic and diluted 1.c (7.60) 43.47   435.83 116.65

 

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

See Note 22 for additional information on operating expenses per function.

 

F-4

 

 

TELECOM ARGENTINA S.A.

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

(In millions of Argentine pesos in current currency - Note 1.d)

 

    Three-month period
ended September 30,
  Nine-month period
ended September 30,
    2024 2023   2024 2023  
               
Net income (loss) for the period   (11,543) 98,988   951,912 263,157  
               
Other comprehensive income              
Items that may be reclassified to profit or loss              
Currency translation adjustments (no effect on Income Tax)   (21,193) 1,309   (202,933) (4,199)  
DFI effects classified as hedges   (6,584) 1,525   (5,463) 3,699  
Income Tax effects on DFI classified as hedges and others   2,220 (583)   1,828 (1,350)  
Other comprehensive income (loss), net of tax   (25,557) 2,251   (206,568) (1,850)  
               
Total comprehensive income (loss) for the period   (37,100) 101,239   745,344 261,307  
               
Attributable to:              
Controlling Company   (34,541) 95,418   793,253 249,176  
Non-controlling interest   (2,559) 5,821   (47,909) 12,131  
    (37,100) 101,239   745,344 261,307  

 

 

 

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

 

F-5

 

 

 

TELECOM ARGENTINA S.A.

 

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions of Argentine pesos in current currency – Note 1.d)

 

  Owners contribution Reserves  
  Outstanding
shares
Inflation
adjustment
Contribu-
ted Surplus
Legal Special
reserve for
IFRS
implementa-
tion
Facultati-
ve (2)
Other
comprehensive
loss
Retained
earnings
Equity
attributa-
ble to
controlling
company
Equity
attributable
to non-
controlling
interest
Total
Equity
Capital
nominal
value
(1)
Balances as of January 1, 2023 2,154 1,731,151 4,265,483 102,842 37,708 370,502 (206,265) (1,304,646) 4,998,929 101,763 5,100,692
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023                      
- Specific loss allocation - - (1,719,548) - - - - 1,719,548 - - -
- Reserves constitution - - - - - 414,902 - (414,902) - - -
Dividends (3) - - - - - (210,544) - - (210,544) - (210,544)
Dividends to non-controlling shareholders (4) - - - - - - - - - (8,102) (8,102)
Subsidiary acquisition - - - - - - - - - (6) (6)
Subsidiary call option - - - - - - (1,190) - (1,190) - (1,190)
Comprehensive income:                      
   Net income for the period - - - - - - - 251,230 251,230 11,927 263,157
   Other comprehensive income (loss) - - - - - - (2,054) - (2,054) 204 (1,850)
Total Comprehensive income (loss) - - - - - - (2,054) 251,230 249,176 12,131 261,307
                       
Balances as of September 30, 2023 2,154 1,731,151 2,545,935 102,842 37,708 574,860 (209,509) 251,230 5,036,371 105,786 5,142,157
                       
Balances as of January 1, 2024 2,154 1,731,151 2,545,935 102,842 37,708 574,860 (105,087) (519,534) 4,370,029 156,327 4,526,356
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024                      
- Absorption of retained earnings (losses) and reserve reclassification (5) - - (156,063) - - (363,471) - 519,534 - - -
Dividends to non-controlling shareholders (3) - - - - - - - - - (9,654) (9,654)
Subsidiary acquisition (6) - - - - - - - - - 1,131 1,131
Transaction non-controlling interest (7)             (24,706)   (24,706) (1,691) (26,397)
Subsidiary acquisition (8) - - - - - - - - - 596 596
Comprehensive income:                      
   Net income for the period - - - - - - - 938,639 938,639 13,273 951,912
   Other comprehensive loss - - - - - - (145,386) - (145,386) (61,182) (206,568)
Total Comprehensive income (loss) - - - - - - (145,386) 938,639 793,253 (47,909) 745,344
                       
Balances as of September 30, 2024 2,154 1,731,151 2,389,872 102,842 37,708 211,389 (275,179) 938,639 5,138,576 98,800 5,237,376

(1) See Note 20.

(2) Correspond to the Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level.

(3) See Note 2.b).

(4) Correspond to the non-controlling interest of Núcleo.

(5) See Note 20.b).

(6) Corresponds to the exercise of the Naperville call option. See Note 25.2.a).1

(7) See Note 25.2.a).2-

(8) Correspond to established a new company CrediPay. See Note 1.a).

 

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

 

F-6 

 

 

TELECOM ARGENTINA S.A.

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Argentine pesos in current currency – Note 1.d)

 

    Nine-month period
ended September 30,
  Note 2024 2023
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES      
Net income for the period   951,912 263,157
Adjustments to reconcile net income to net cash flows provided by operating activities      
Allowances deducted from assets   54,512 72,052
Depreciation of PP&E 7 708,283 841,107
Amortization of intangible assets 8 80,795 129,944
Amortization of rights of use assets 9 140,609 105,700
Disposals of Fixed Assets   1,021 695
Losses from associates and joint ventures 2.a 8,184 3,640
Financial results and others   (1,681,064) (413,636)
Income tax 13 422,092 (234,411)
Income tax paid (*)   (6,652) (6,446)
Net increase in assets 2.b (242,951) (360,669)
Net increase in liabilities 2.b 42,265 542,779
Total cash flows from operating activities   479,006 943,912
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES      
Payments for PP&E   (205,909) (368,261)
Payments for intangible asset acquisitions   (29,888) (38,035)
Payments for acquisition of subsidiary and joint venture, net of cash acquired   (12,918) -
Dividends received from associates 2.b 933 1,891
Proceeds from the sale of PP&E and intangible assets   3,414 871
Compensation received for acquisition of companies 25.2.a. and c. 2,961 -
Proceeds from DFI liquidations   3,649 47,559
Proceeds from sale of investments not considered as cash and cash equivalents   251,175 12,030
Payments for investments not considered as cash and cash equivalents   (263,210) (317,258)
Total cash flows used in investing activities   (249,793) (661,203)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES      
Proceeds from borrowings 11 842,682 527,996
Payment of borrowings 11 (816,816) (325,329)
Payment of interests, DFI and related expenses 11 (252,245) (357,975)
Repurchase of Notes 11 (19,151)  
Payments of leases liabilities 15 (58,161) (65,737)
Dividends paid to non-controlling interests in subsidiaries 2.b (8,890) (8,102)
Total cash flows used in financing activities   (312,581) (229,147)
       
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS   (83,368) 53,562
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR   322,074 251,422
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS   (55,896) 2,926
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD   182,810 307,910

 

(*)

Nine-month period

ended September 30,

  2024 2023
Corresponding to Controlling Company - (1,335)
Corresponding to subsidiaries (6,652) (5,111)
  (6,652) (6,446)

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

See Note 2.b for additional information on the consolidated statements of cash flows.

 

F-7 

 

 

TELECOM ARGENTINA S.A.

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS OF SEPTEMBER 30, 2024 AND 2023 (*)

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

 

INDEX

 

 

  Page
Note 1 – Basis of preparation of the unaudited condensed consolidated financial statements and significant accounting policies F-9
Note 2 – Cash and cash equivalents and Investments. Additional information on the consolidated statements of cash flows. Dividends payables F-14
Note 3 – Trade receivables F-16
Note 4 – Other receivables F-17
Note 5 – Inventories F-17
Note 6 – Goodwill F-18
Note 7 – PP&E F-18
Note 8 – Intangible assets F-18
Note 9 – Right of use assets F-19
Note 10 – Trade payables F-19
Note 11 – Borrowings F-19
Note 12 – Salaries and social security payables F-22
Note 13 – Income tax payable and Deferred income tax assets/liabilities F-22
Note 14 – Other taxes payables F-24
Note 15 – Leases liabilities F-24
Note 16 – Other liabilities F-24
Note 17 – Provisions F-25
Note 18 – Additional information of financial assets and liabilities F-25
Note 19 – Purchase commitments F-27
Note 20 – Equity F-27
Note 21 – Revenues F-28
Note 22 – Operating expenses F-28
Note 23 – Financial results F-29
Note 24 – Balances and transactions with Related parties F-29
Note 25 – Recent developments corresponding to the nine-month period ended September 30, 2024 F-31
Note 26 – Subsequent events to September 30, 2024 F-34

 

(*) By convention the definitions used in the notes are in the Glossary of Terms.

 

F-8 

 

 

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

 

These unaudited condensed consolidated financial statements as of September 30, 2024 and for the nine and three-month periods ended on September 30, 2024 have been prepared in accordance with IAS 34 “Interim Financial Reporting”.

 

Therefore, these financial statements do not include all the information required in an annual financial statement and, consequently, they must be read jointly with the annual financial statements as of December 31, 2023 included in form 20F 2023, which can be consulted at the Company´s website (https:// https://inversores.telecom.com.ar/en/quarterly-earnings.html). It should be noted that, the annual financial statements have been measured in terms of current pesos as of December 31, 2023 applying the guidance in IAS 29. These unaudited condensed consolidated financial statements have been measured in terms of current pesos as of September 30, 2024 applying the guidance in IAS 29. (See Note 1.d).

 

We have not recast our annual financial statements to measure them in terms of current pesos as of September 30, 2024, the most recent financial period for which consolidated financial statements are available. Therefore, the annual financial statements and the unaudited condensed consolidated financial statements are not comparable.

 

These unaudited condensed consolidated financial statements were prepared following the same accounting policies as in the most recent annual financial statements, except for the application of the accounting policy related to business combinations between companies under common control, which are accounted for considering the book value of the acquired company in the parent company. Unrealized result is also eliminated unless the transaction provides evidence of the asset transferred.

 

These unaudited condensed consolidated financial statements were prepared including in the consolidation process the following companies:

 

 

Company

 

Main activity

 

Country

Telecom Argentina's
direct/indirect interest
in capital stock and
votes
Núcleo (a) Mobile telecommunications Services Paraguay 67.50%
Micro Fintech Holding (b) Holding USA 100.00%
Personal Envíos (b) Mobile financial services Paraguay 67.50%
CrediPay (c) Financial services Paraguay 67.50%
Televisión Dirigida Cable television services Paraguay 100.00%
Naperville (d) Holding USA 100.00%
Saturn (d) Holding USA 100.00%
AVC Continente Audiovisual Broadcasting services Argentina 100.00%
Inter Radios Broadcasting services Argentina 100.00%
Micro Sistemas Services related to the use of electronic payment media Argentina 100.00%
Pem Investment Argentina 100.00%
Cable Imagen Closed-circuit television Argentina 100.00%
Personal Smarthome (e) Security solutions and services Argentina 100.00%
NYS2 (e)  ICT Services and Audiovisual Communication Services. Argentina 100,00%
NYSSA Provision of internet access services. Argentina 100.00%
TSMA(f) Community Closed-Circuit Television Argentina 100.00%
Adesol (g) Holding Uruguay 100.00%
Opalker Cybersecurity, content platform and related services Uruguay 100.00%
Ubiquo (h) Cybersecurity services and products Chile 95.00%
Telecom USA Telecommunication services USA 100.00%

(a)During June 2024, the merger by absorption between Núcleo (absorbing company) with Tuves Paraguay S.A. (absorbed company) has taken place. For further details, see Note 25.2.b.1).

(b)Since May 2024, the subsidiary Micro Fintech Holding directly controls Personal Envíos. For further details, see Note 25.2.b.2).

(c)On August 19, 2024, the subsidiary Micro Fintech Holding established the company CrediPay in the Republic of Paraguay (with a 67.5% ownership) - whose corporate purpose is the granting of loans, financing, purchase of goods and services, as well as the development of payment networks, with the aim of participating in and investing in companies related to financial activities-, with the purpose of participating in and investing in companies related to financial activities. As of the date of issuance of these unaudited condensed consolidated financial statements, CrediPay is a dormant entity.

(d)Company indirectly acquired by the subsidiary Televisión Dirigida on May, 2024. Naperville is the holding company of Manda, which in turn is the holding company of RISSAU. For further details, see Note 25.2.a).

(e)As of September 30, 2024 is a dormant entity.

(f)During September 2024, the Company acquired an additional 49.9% equity interest in TSMA by exchanging 49.9% of its equity interest in Ver TV. For more details, see Note 25.2.c).

(g)Includes the 100% interest in Telemas S.A., which holds interests in the following special-purpose entities: Audomar S.A., Bersabel S.A., Dolfycor S.A., Reiford S.A., Space Energy S.A., Tracel S.A. and Visión Satelital S.A..

(h)Company indirectly acquired by the subsidiary Opalker on June 20, 2023.

 

F-9 

 

 

TELECOM ARGENTINA S.A.

 

 

The preparation of these unaudited condensed consolidated financial statements in accordance with IFRS Accounting Standards requires that the Company's Management make estimates that affect the figures disclosed in the financial statements or its complementary information. Actual results may differ from these estimates.

 

These unaudited condensed consolidated financial statements are expressed in millions of Argentine pesos, on an accrual basis of accounting (except for the consolidated statement of cash flows), based on historical cost, except for certain financial assets and liabilities (includes DFI) that are measured at fair value and are prepared in current currency as of September 30, 2024.

 

The figures as of December 31, 2023 and for the nine and three-month periods ended on September 30, 2023, which are disclosed in these unaudited condensed consolidated financial statements for comparative purposes, are a result of restating the financial statements as of such dates to values in current currency as of September 30, 2024. This is as consequence of the restatement process of the financial information described in point d). When applicable, certain reclassifications were made for comparative purposes.

 

These unaudited condensed consolidated financial statements as of September 30, 2024, were approved by resolution of the Board of Directors’ meeting held on November 7, 2024.

 

These unaudited condensed consolidated financial statements contain all disclosures required under IAS 34. Some additional disclosures required by the LGS and/or by the CNV have been also included.

 

b)Segment information

 

The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit, according to the current regulatory context of the converged ICT Services industry (adding to the same segment both the activities related to the mobile services, internet services, cable television and fixed and data services, services governed by the same regulatory framework of ICT Services). To exercise its functions, both the Executive Committee and the CEO receive periodically the economic-financial information of Telecom Argentina and its subsidiaries (in current currency as of the date of each transaction), that is prepared as a single segment and evaluate the evolution of business as a unit of generation of results, administrating the resources in a unique way to achieve the objectives. Regarding costs, they are not specifically allocated to a type of service, considering that the Company has a single payroll and operating expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by Telecom in Argentina and are not allocated specifically to one of them.

 

Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).

 

The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the "ICT Services in Argentina" segment, and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category "Other segments".

 

The Executive Committee and the CEO continue to monitor these business to evaluate the manner in which its performance is reviewed and, eventually, its consideration as a separate reportable segment provided it complies with the requirements established by IFRS Accounting Standards to that effect.

 

The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets.

 

Presented below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the nine and three-month periods ended September 30, 2024 and 2023.

 

F-10 

 

 

TELECOM ARGENTINA S.A.

 

 

Consolidated Income Statement for the nine-month period ended September 30, 2024

 

  ICT Services in Argentina Other segments Eliminations Total
  In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
Revenues 2,207,763 428,260 2,636,023 193,626 43,033 236,659 (20,341) 2,852,341
Operating costs without depreciation, amortization and impairment of Fixed Assets (1,511,867) (350,903) (1,862,770) (154,530) (33,086) (187,616) 20,341 (2,030,045)
Adjusted EBITDA 695,896 77,357 773,253 39,096 9,947 49,043 - 822,296
Depreciation, amortization and impairment of Fixed Assets         (928,662)
Operating loss         (106,366)
Losses from associates and joint ventures         (8,184)
Financial results from borrowings         1,350,487
Other financial results, net         138,067
Income before income tax         1,374,004
Income tax expense         (422,092)
Net income for the period         951,912
Attributable to:          
Controlling Company         938,639
Non-controlling interest         13,273
                951,912

 

Consolidated Income Statement for the nine-month period ended September 30, 2023

 

  ICT Services in Argentina Other segments Eliminations Total
  In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
Revenues 684,785 2,294,560 2,979,345 51,374 169,420 220,794 (15,045) 3,185,094
Operating costs without depreciation, amortization and impairment of Fixed Assets (482,052) (1,639,988) (2,122,040) (37,221) (122,052) (159,273) 15,045 (2,266,268)
Adjusted EBITDA 202,733 654,572 857,305 14,153 47,368 61,521 - 918,826
Depreciation, amortization and impairment of Fixed Assets         (1,076,513)
Operating loss         (157,687)
Losses from associates and joint ventures         (3,640)
Financial results from borrowings         24,640
Other financial results, net         165,433
Income before income tax         28,746
Income tax benefit         234,411
Net income for the period         263,157
Attributable to:          
Controlling Company         251,230
Non-controlling interest         11,927
                263,157

 

F-11 

 

 

TELECOM ARGENTINA S.A.

 

 

Consolidated Income Statement for the three-month period ended September 30, 2024

 

  ICT Services in Argentina Other segments Eliminations Total
  In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
Revenues 886,613 32,451 919,064 68,903 2,576 71,479 (7,402) 983,141
Operating costs without depreciation, amortization and impairment of Fixed Assets (623,213) (41,195) (664,408) (59,712) 721 (58,991) 7,402 (715,997)
Adjusted EBITDA 263,400 (8,744) 254,656 9,191 3,297 12,488 - 267,144
Depreciation, amortization and impairment of Fixed Assets         (303,880)
Operating loss         (36,736)
Losses from associates and joint ventures         (4,851)
Financial results from borrowings         92,403
Other financial results, net         (45,629)
Income before income tax         5,187
Income tax loss         (16,730)
Net loss for the period         (11,543)
Attributable to:          
Controlling Company         (16,361)
Non-controlling interest         4,818
          (11,543)

 

Consolidated Income Statement for the three-month period ended September 30, 2023

 

  ICT Services in Argentina Other segments Eliminations Total
  In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
In current
currency
on the
transaction
Inflation
restatement
Restated
for
inflation
Revenues 275,637 683,910 959,547 21,955 54,036 75,991 (5,320) 1,030,218
Operating costs without depreciation, amortization and impairment of Fixed Assets (191,100) (480,838) (671,938) (16,225) (39,968) (56,193) 5,320 (722,811)
Adjusted EBITDA 84,537 203,072 287,609 5,730 14,068 19,798 - 307,407
Depreciation, amortization and impairment of Fixed Assets         (364,556)
Operating loss         (57,149)
Losses from associates and joint ventures         (261)
Financial results from borrowings         6,339
Other financial results, net         72,257
Income before income tax         21,186
Income tax benefit         77,802
Net income for the period         98,988
Attributable to:          
Controlling Company         93,618
Non-controlling interest          5,370
          98,988

 

F-12 

 

 

TELECOM ARGENTINA S.A.

 

 

Additional information per geographical area is disclosed below:

 

  Nine-month period
ended September 30,
  2024 2023
Revenues from customers located in Argentina 2,630,839 2,977,859
Revenues from foreign customers 221,502 207,235
     
CAPEX corresponding to the segment “ICT Services in Argentina” 322,595 405,647
CAPEX corresponding to the segment “Other segments” 49,407 49,270
     
  As of September 30,, As of December 31,
  2024 2023
Fixed Assets corresponding to the segment “ICT Services in Argentina” 9,066,855 9,427,874
Fixed Assets corresponding to the segment “Other segments” 351,915 525,993
     
Borrowings corresponding to the segment “ICT Services in Argentina” 2,619,777 4,177,735
Borrowings corresponding to the segment “Other segments” 43,664 112,044

 

c)Net earnings per share

 

Basic earnings per share is calculated by dividing the net income attributable to the Controlling Company by the weighted average number of ordinary shares outstanding during the period. On the other hand, diluted earnings per share is computed by dividing the net income attributable to the Controlling Company for the period by the weighted average number of common shares issued and to be potentially issued at the end of the period. Since the Company has no dilutive potential common stock outstanding, basic and dilutive earnings per share amounts do not differ.

 

For the nine and three-month periods ended September 30, 2024 and 2023, the weighted average number of shares outstanding amounted to 2,153,688,011.

 

d)Financial reporting in hyperinflationary economies

 

Since Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, the financial information expressed in Argentine pesos is restated in current currency of September 30, 2024.

 

The table below shows the evolution of the indexes as of September 30, 2024 and 2023 and December 31, 2023 according to official statistics (INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso vs. de US dollar for the same years / periods:

 

  As of
September
30, 2023
As of
December 31,
2023
As of
September
30, 2024
       
National Consumer Price Index (National CPI) (December 2016=100) 2,304.9 3,533.2 7,122.2
       
Variation in prices      
Annual 138.3% 211.4% 209.0%
Accumulated nine months 103.1% n/a 101.6%
Accumulated three months since June 2023/2024 34.8% n/a 12.1%
       
Banco Nación US$/$ exchange rate 349.9 808.4 970.5
       
Variation in the exchange rate      
Annual 137.5% 356.3% 177.3%
Accumulated nine months 97.5% n/a 20.0%
Accumulated three months since June 2023/2024 36.3% n/a 6.4%

 

The Company followed the same restatement policies for items identified in the annual consolidated financial statements as of December 31, 2023.

 

F-13 

 

 

TELECOM ARGENTINA S.A.

 

 

e)New Standards and Interpretations issued by the IASB

 

New standards and amendments – applicable 1 January 2024

 

Standards and
amendments
Description Mandatory application date for
years beginning on or after
Amendments to IFRS 16 Measurement of the lease liability in a sale and leaseback transaction January 1, 2024
Amendments to IAS 1 Classification of liabilities as current and non-current exposed to covenants January 1, 2024
Amendments to IAS 7 and IFRS 7 Disclosure requirements to enhance the transparency of supplier finance arrangements and their effects on a company's liabilities, cash flows and exposure to liquidity risk. The new disclosures are not required for interim financial statements. January 1, 2024

 

The application of the detailed amendment did not generate any impact on the results of operations or the financial situation of the Company.

 

New Standards and Interpretations issued by the IASB not in force

 

As of the date to prepare these unaudited condensed consolidated financial statements, the Company has not applied the following new standards and amendments to the existing ones which application is mandatory for periods beginning after September 30, 2024:

 

Standards and
amendments
Description Mandatory application
date for years beginning
on or after
IFRS 18 Presentation and disclosure in financial statements January 1, 2027
Amendments to IFRS 7 and 9 Classification and Measurement of Financial Instruments January 1, 2026

 

It should be noted that on August 15, 2023, the CNV issued General Resolution No. 972/23, which does not allow early application of new IFRS Accounting Standards or their amendments. Management is analyzing the potential impacts of such standard.

 

Additionally, the Company is also evaluating the IFRIC agenda decision from July 2024 related to clarifications on IFRS 8 Operating segment information and its impact on segment disclosures.

 

NOTE 2 – CASH AND CASH EQUIVALENTS AND INVESTMENTS. ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS. DIVIDENDS PAYABLES

 

a)Cash and cash equivalents and Investments

 

  September 30, December 31,
Cash and cash equivalents 2024 2023
Cash and Banks  (1) 74,931 183,373
Time deposits 69,715 71,659
Mutual funds 38,164 28,032
Government bonds at fair value through profit or loss - 39,010
Total cash and cash equivalents 182,810 322,074
(1)     As of September 30, 2024 and December 31, 2023 includes restricted funds for $7,492 million and $7,219 million ($14,552 million in current currency as of September 30, 2024), respectively, corresponding to the funds to be paid to clients.
     
Investments    
Current    
Government bonds and Notes at fair value through profit or loss 138,605 224,438
Time deposits 19,400 24,411
Mutual funds 4,824 1,048
  162,829 249,897
Non- current    
Investments in associates and joint ventures(a) 12,754 48,028
2003 Telecommunications Fund 1 1
  12,755 48,029
Total investments 175,584 297,926

 

F-14 

 

 

TELECOM ARGENTINA S.A.

 

 

(a)Information on Investments in associates and joint ventures is detailed below:

 

Financial position information:

 

Companies Nature of
relationship
Main activity Country Percentage of
capital
stock owned and
voting rights (%)
Valuation
as of
09.30.2024
Valuation
as of
12.31.2023
Ver TV (1) (2) Associate Community Closed-circuit television Argentina - - 21,152
TSMA (1)(2) Associate Community Closed-circuit television Argentina - - 7,723
La Capital Cable (1) (3) Associate Closed-circuit television Argentina 50.00 4,093 4,534
OPH (1)(4) Joint venture Holding USA 50.00 8,661 14,618
Total         12,754 48,028

 

Earnings (losses) information:

 

 

Three-months period ended

September 30,

 

Nine-months period ended

September 30,

  2024 2023   2024 2023
  Profit (loss)   Profit (loss)
Ver TV (2) (5,831) (751)   (6,648) (2,896)
TSMA (2) 1,417 (109)   1,241 (1,696)
La Capital Cable 3 28   31 519
OPH (440) 571   (2,808) 433
Total (4,851) (261)   (8,184) (3,640)

(1)Data about the issuer arises from extra-accounting information.
(2)During September 2024, the Company acquired an additional 49.9% equity interest in TSMA by exchanging 49% of its equity interest in Ver TV. For this transaction, the Company recognized a loss of $5,589 million. For more details, see Note 25.2.c).

(3)Direct and indirect interest.

(4)As of September 30, 2024, includes $(3,150) million of currency translation adjustments.

 

b)Additional information on the consolidated statements of cash flows

 

Changes in assets/liabilities components:

 

  September 30,
Net (increase) decrease in assets 2024 2023
Trade receivables (187,855) (192,566)
Other receivables (55,308) (130,411)
Inventories 212 (37,692)
  (242,951) (360,669)
Net increase (decrease) in liabilities    
Trade payables (11,676) 338,196
Salaries and social security payables 39,736 60,348
Other taxes payables 23,025 54,313
Other liabilities and provisions (8,820) 89,922
  42,265 542,779

 

Non-cash investing and financing activities

Main non-cash transactions from the consolidated statement of cash flows are the following:

 

  September 30,
  2024 2023
PP&E and intangible assets acquisition financed with accounts payable 168,524 192,262
Right of use assets acquisition through leases liabilities 166,117 123,767
Joint ventures acquisition cancelled with government bonds - 1,103
Acquisition of companies and joint ventures financed by other liabilities - 7,917
Other receivables offset with acquisition of companies and joint ventures 7,712 445
Trade payables cancelled with government bonds 19,464 -
Dividends payment made with investments not considered as cash and cash equivalents - 210,544
Trade payables cancelled with borrowings 12,005 50,519
Exchange Notes 123,261  
Transaction with non-controlling interest offset against other receivables 1,207 -
Transaction with non-controlling interest financed by other liabilities 25,190 -
Dividends to non-controlling interest pending to pay 764 -
Capital contributions from non-controlling interest pending contribution 596 -

 

F-15 

 

 

 

TELECOM ARGENTINA S.A.

 

 

Dividends received from associates

 

Brief information on dividends received by the Company is provided below:

 

Nine-month
period ended
September 30
Paying
company
Distributed amount Dividends collected
Distribution
month
Currency of the
transaction
date
Current currency
as of September
30, 2024
Collection
month
Current currency
as of September
30, 2024
2024 Ver TV March, 2024 281 373 March, 2024 373
La Capital Cable May, 2024 400 472 May, 2024 472
TSMA May, 2024 10 13 May, 2024 13
Ver TV June, 2024 70 80 July, 2024 75
        938   933
2023 Ver TV March, 2023 130 666 April, 2023 617
La Capital Cable April, 2023 200 879 April, 2023 879
  TSMA July, 2023 101 395 July, 2023 395
        1,940   1,891

 

Dividends paid

 

Distribution of non-cash dividends

 

Nine-month period ended
September 30
Non cash Distributed amount
Currency of the
transaction date
Current currency as of
September 30, 2024
2023 (1) 2030 Global Bonds: US$411,214,954 47,701 210,544

(1)Pursuant to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023, on May 3, 2023, the Board resolved to partially reverse the “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” to distribute as non-cash dividends.

 

Dividends paid to non-controlling interests in subsidiaries

 

Brief information on cash dividends distributed and paid is provided below:

 

Nine-month
period ended
September 30

Paying
company
Distribution
month
Distributed amount Payment month Dividends paid in
current currency as
of September 30,
2024
Currency of the
transaction date
Current currency as
of September 30,
2024
2024 Núcleo April, 2024 6,468 7,901 April, 2024 7,901
May, 2024 842 989 May, 2024 989
      8,890   8,890
Personal Envíos June, 2024 681 764   (*)
        764    
2023 Núcleo August, 2023 2,326 8,102 August, 2023 8,102
        8,102   8,102

 

(*) As of September 30, 2024, these dividends are pending payment. The same converted at the closing exchange rate amount to $647 million.

 

NOTE 3 – TRADE RECEIVABLES

 

  September 30, December 31,
Current 2024 2023
Ordinary receivables 330,720 337,152
Related parties (Note 24.b) 1,943 1,397
Contractual asset IFRS 15 75 89
Allowance for doubtful accounts (76,940) (70,802)
  255,798 267,836
Non-current    
Ordinary receivables 359 473
Contractual asset IFRS 15 23 35
  382 508
Total trade receivables, net 256,180 268,344

 

F-16

 

 

TELECOM ARGENTINA S.A.

 

 

Movements in the allowance for doubtful accounts are as follows:

 

  September 30,
  2024 2023
At the beginning of the year (70,802) (96,597)
Acquisitions through business combinations (122) -
Increases (58,695) (73,462)
Uses 7,856 34,617
RECPAM and currency translation adjustments 44,823 58,021
At the end of the period (76,940) (77,421)

 

NOTE 4 – OTHER RECEIVABLES

 

  September 30, December 31,
Current 2024 2023
Prepaid expenses 22,092 18,952
Income tax credits 9,785  
Other tax credits 10,396 11,634
Related parties (Note 24.b) 1,027 435
DFI - 3,123
Guarantee deposits 3,431 4,872
Compensation received for company acquisitions. 991 -
Call option - 8,129
Other 15,226 25,007
Allowance for other receivables (1,722) (3,535)
  61,226 68,617
Non-Current    
Prepaid expenses 7,088 4,080
Income tax credits - 20,605
Other tax credits 332 111
DFI - 881
Guarantee deposits 3,165 9,620
Compensation received for company acquisitions. 2,445 -
Other 3,725 4,268
  16,755 39,565
Total other receivables, net 77,981 108,182

 

Movements in the allowance for current other receivables are as follows:

 

  September 30,
  2024 2023
At the beginning of the year (3,535) (4,703)
Increases (836) (1,610)
Uses 844 -
RECPAM and currency translation adjustments 1,805 2,401
At the end of the period (1,722) (3,912)

 

NOTE 5 – INVENTORIES

 

  September 30, December 31,
  2024 2023
Mobile handsets and others 58,188 66,312
Allowance for obsolescence of inventories (5,088) (2,755)
Total inventories 53,100 63,557

 

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

 

  September 30,
  2024 2023
At the beginning of the year (2,755) (3,075)
Increases (2,543) (692)
Uses 210 535
At the end of the period (5,088) (3,232)

 

F-17

 

 

TELECOM ARGENTINA S.A.

 

 

NOTE 6 – GOODWILL

 

  September 30, December 31,
  2024 2023
Argentina 3,110,912 3,095,244
Abroad 8,831 17,056
Total goodwill 3,119,743 3,112,300

 

Movements in Goodwill are as follows:

 

  September 30,
  2024 2023
At the beginning of the year 3,112,300 3,105,782
Increases (Note 25.2.a. and c.) 18,029 480
Currency translation adjustments (10,586) 25
At the end of the period 3,119,743 3,106,287

 

NOTE 7 – PP&E

 

  September 30, December 31,
  2024 2023
PP&E 4,128,157 4,628,921
Allowance for obsolescence and impairment of materials (37,358) (44,333)
Accumulated impairment of others PP&E (3,918) (4,998)
  4,086,881 4,579,590

 

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

 

  September 30,
  2024 2023
At the beginning of the year 4,628,921 5,038,519
CAPEX 343,304 416,901
Acquisitions through business combinations 20,269 -
Currency translation adjustments (153,566) (4,743)
Net carrying value of decreases (491) (476)
Reclassification to Assets classified as held for sale (*) (1,997) -
Depreciation of the period (708,283) (841,107)
At the end of the period 4,128,157 4,609,094

(*) Corresponds to buildings that the Company considers available for sale and comply with the requirements of IFRS 5 for their classification.

 

Movements in the allowance for obsolescence and impairment of materials are as follows:

 

  September 30,
  2024 2023
At the beginning of the year (44,333) (57,008)
Decreases 6,482 3,442
Currency translation adjustments 493 15
At the end of the period (37,358) (53,551)

 

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

 

  September 30,
  2024 2023
At the beginning of the year (4,998) (4,842)
Decreases 1,080 420
At the end of the period (3,918) (4,422)

 

NOTE 8 – INTANGIBLE ASSETS

 

  September 30, December 31,
  2024 2023
Intangible assets 1,835,331 1,895,555
Impairment allowance (68,372) (68,372)
  1,766,959 1,827,183

 

F-18

 

 

TELECOM ARGENTINA S.A.

 

 

Movements in Intangible assets (without considering the impairment allowance) are as follows:

 

  September 30,
  2024 2023
At the beginning of the year 1,895,555 1,667,744
CAPEX 28,698 38,016
Currency translation adjustments (8,127) (365)
Amortization of the period (80,795) (129,944)
At the end of the period 1,835,331 1,575,451

 

Movements in Impairment allowance of intangible assets are as follows:

 

  September 30,
  2024 2023
At the beginning of the year (68,372) (68,222)
Increases - (150)
At the end of the period (68,372) (68,372)

 

NOTE 9 – RIGHT OF USE ASSETS

 

  September 30, December 31,
  2024 2023
Leases rights of use    
Sites 279,545 277,512
Real estate and others 44,421 42,728
Poles 36,244 29,503
Indefeasible right of use 7,427 9,077
Asset retirement obligations 77,550 75,974
  445,187 434,794

 

Movements in right of use assets are as follows:

 

  September 30,
  2024 2023
At the beginning of the year 434,794 395,049
Increase 166,117 123,767
Net carrying value of decreases (530) (219)
Currency translation adjustments (14,585) 1,014
Amortization of the period (140,609) (105,700)
At the end of the period 445,187 413,911

 

NOTE 10 – TRADE PAYABLES

 

  September 30, December 31,
Current 2024 2023
Suppliers 380,828 707,936
Related parties (Note 24.b) 11,869 11,414
  392,697 719,350
Non-current    
Suppliers 10,345 1,842
  10,345 1,842
Total trade payables 403,042 721,192

 

NOTE 11 – BORROWINGS

 

  September 30, December 31,
Current 2024 2023
Bank overdrafts – principal 154,546 47,400
Bank and other financial entities loans – principal 124,074 412,733
Notes – principal 606,329 380,941
Loans for purchase of equipment 5,184 31,410
Remeasurement, interest and related expenses 139,805 263,379
  1,029,938 1,135,863

 

F-19

 

 

TELECOM ARGENTINA S.A.

 

 

     
  September 30, December 31,
Non-current 2024 2023
Notes – principal 1,143,790 2,014,059
Bank and other financial entities loans – principal 211,361 805,678
Loans for purchase of equipment 1,454 21,619
Remeasurement, interest and related expenses 276,898 312,560
  1,633,503 3,153,916
Total borrowings 2,663,441 4,289,779

 

Movements in Borrowings are as follows:

 

  Cash items Non-cash items Total
09.30.2024
Total
09.30.2023
         
At the beginning of the year     4,289,779 2,945,281
Proceeds from borrowings – principal 627,979 - 627,979 405,545
Payment of borrowings – principal (816,816) - (816,816) (325,329)
Repurchase of Notes (19,151) - (19,151) -
Payment of interests and related expenses (247,783) - (247,783) (298,016)
Payment of DFI (4,462) - (4,462) (59,959)
Proceed from bank overdrafts net of payment 214,703 - 214,703 122,451
Trade payables cancelled with borrowings - 12,005 12,005 50,519
Accrued interest and other financial cost* - 174,169 174,169 47,484
Foreign currency exchange gains** - (1,522,319) (1,522,319) (23,756)
Currency translation adjustments - (44,663) (44,663) 643
Total al 09/30/24 (245,530 (1,380,808) 2,663,441  
Total al 09/30/23 (155,308) 74,890   2,864,863

(*) Includes $2,542 million and $1,640 million corresponding to net income generated by DFI in the nine-month period ended September 30, 2024 and 2023, respectively.

(**) Includes ($46,728) million corresponding to net losses generated by DFI in the nine-month period ended September 30, 2023.

 

Recent developments of Borrowings for the nine-month period ended September 30, 2024 are detailed below:

 

a)Notes

 

-Issuance

 

Series Currency

Principal value

(in millions)

Issuance
date
Maturity
date
Amortization Interest
rate
Interest
payment
date
Accounting
balance (in
millions) (1)
20 US$ linked 59.7 (2) 06/2024 06/2026 In one installment at maturity date Annual fixed rate of 5.00% Quarterly basis 81,575

21.6 (3)

06/2024 06/2026 In one installment at maturity date Annual fixed rate of 5.00% Quarterly basis
21 US$ 500 (4) 07/2024 07/2031

In three installment of:
33% at 07/2029
33% at 07/2030

34% at 07/2031

Annual fixed rate of 9.50% Semi-annual 601,555
115.3 (5) 07/2024 07/2031

In three installment of:
33% at 07/2029
33% at 07/2030

34% at 07/2031

Annual fixed rate of 9.50% Semi-annual
1.9 (5) 08/2024 07/2031

In three installment of:
33% at 07/2029
33% at 07/2030

34% at 07/2031

Annual fixed rate of 9.50% Semi-annual
22 US$ linked 33.7 (6) 08/2024 02/2026 In one installment at maturity date Annual fixed rate of 2% Quarterly basis 32,862

(1)This accounting balances includes remeasurement, interest and related expenses.
(2)For Series 20 Notes issued, the subscription price was above par. The Company issued Notes for a nominal value of $55,619 million, equivalent to US$59.7 million. Of the total issued, the Company obtained proceeds net of issuance expenses of $46,210 million ($51,816 million in current currency as of September 30, 2024), equivalent to US$51.8 million, and an non cash proceed of $9,128 million ($10,235 million in current currency as of September 30, 2024), equivalent to US$9.8 million, was made through the exchange of a portion of the Series 9 Notes. This transaction was recognized as a debt extinguishment, recognizing a gain of $0.4 million that is included in “Borrowings renegotiation results” item, within Financial results from borrowings.
(3)For Series 20 Notes additional issued, the subscription price was above par. The Company obtained proceeds net of issuance expenses of $20,225 million ($22,678 million in current currency as of September 30, 2024), equivalent to US$21.6 million.
(4)For Series 21 Notes: The subscription price was under par, so that on the date of issuance, the Company obtained, net of issuance costs, US$493 million ($492,092 million in current currency as of September 30, 2024). The Company used funds amounting to US$ 482 million to repay part of its borrowings (US$19.7 million related to repurchase Notes of Series 5 Notes and US$ 462 million related to prepayment of loans). See in ON Series 5 and point b) of this note.

 

F-20

 

 

TELECOM ARGENTINA S.A.

 

 

(5)For Series 21 Notes additional issued: In July and August, 2024, the Company exchanged US$ 115.3 million ($ 111,128 million in current currency as of September 30, 2024) and US$ 1.9 million ($ 1,898 million in current currency as of September 30, 2024), respectively, of Series 21 Notes for part of its Series 1 Notes maturing in 2026. As of September 30, 2024, the outstanding nominal value of the Class 1 Negotiable Obligations is US$ 282.7 million.” This transaction was recognized as a debt extinguishment, recognizing a gain of $0.4 million that is included in “Borrowings renegotiation results” item, within Financial results from borrowings.
(6)For Series 22: The subscription price was above par. The Company issued Notes for a nominal value of $31,732 million, equivalent to US$33.7 million. Of the total issued, the Company obtained proceeds net of issuance expenses of $31,670 million ($32,670 million in current currency as of September 30, 2024).

 

-Series 5 Notes

 

On August 6, 2024, the Company paid a part of principal on the Series 5 Notes for US$128.3 million ($123,896 million in current currency as of September 30, 2024).

 

Additionally, on August 8, 2024, the Company used part of the proceeds from the Series 21 Notes to repurchase Series 5 Notes amounting to US$ 19.7 million ($19,151 million in current currency as of September 30, 2024).

 

For this operation, the Company recognized a gain on the repurchase of Notes of $376 million, which is included in the line “Repurchase of Notes” within “Financial results from borrowings”.

 

b)Bank and other financing entities loans

 

Export Development Canadá 2023 (EDC)

 

During June 2024, disbursements of the credit line of US$11.6 million (equivalent to $12,005 million as of September 30, 2024) was completed, maturing in May 2030. The principal disbursed accrues compensatory interest at a semi-annual SOFR plus a margin of 6.65 percentage points.

 

Cisco Systems Capital Corporation

 

During August 2024, through the liquidation of BOPREAL bonds, the Company prepaid its loan with the supplier for US$18 million (principal of US$17.6 million and interest of US$0.4 million). This negotiation resulted in a reduction of US$1.8 million ($1,762 million in current currency as as of September 30, 2024) recognized in “Borrowings renegotiation results” item, within Financial results from borrowings.

 

Prepayment of loans

 

The Company has used amounting to US$ 462 million ($ 446,803 million in current currency as of September 30, 2024) from Series 21 Notes for the payments and prepayments of the following borrowings:

 

International Finance Corporation (IFC)

 

On August 15, 2024, the Company paid an amortization installment in the amount of US$40.9 million and fully prepay the outstanding principal amount of U.S.$38.25 million under its loan agreement dated March 4, 2019. On the same date, the Company paid an amortization installment in the amount of US$16.7 million and partially prepay US$125 million under its loan agreement dated June 28, 2022.

 

Finally, on September 15, 2024, the Company paid an amortization installment in the amount of US$15.4 million and fully prepay the outstanding principal amount of US$62.7 million under its loan agreement dated October 5, 2016.

 

Inter-American Investment Corporation (IDB)

 

On September 3, 2024, the Company paid of the Initial Notes to partially prepay US$135.0 million under its loan agreement dated May 29, 2019.

 

In all cases, the Company has also paid the accrued interest and corresponding expenses amounting to US$ 28 million ($27,672 million in current currency as of September 30, 2024).

 

F-21

 

 

TELECOM ARGENTINA S.A.

 

 

c)Compliance with covenants

 

Considering the complexity of Argentina’s economic situation, described in Note 29 to our consolidated financial statements for the year-ended December 31, 2023, which prevented the early and accurate estimation of certain financial ratios, the Company, as of December 31, 2023, requested and obtained waivers regarding the Net Debt/EBITDA ratio.

 

During March 2024, the Company requested and obtained from the Lenders new waivers effective until March 31, 2025, which allow increasing the maintenance Net Debt/EBITDA ratio above the originally established level (raising it to 3.75), for the calculation period between December 31, 2023 and December 31, 2024, establishing a net debt of US$2,700 million on each calculation date, among other matters.

 

As of September 30, 2024 the Company has complied with: a) the EBITDA/ Net Interest ratio and b) the Net Debt/EBITDA ratio established in the waivers obtained in March 2024, and is also in compliance with the rest of the commitments assumed and in force.

 

NOTE 12 – SALARIES AND SOCIAL SECURITY PAYABLES

 

  September 30, December 31,
Current 2024 2023
Salaries, annual complementary salaries, vacation, bonuses and their social security payables 158,955 175,503
Termination benefits 13,454 8,218
  172,409 183,721
Non-current    
Termination benefits 8,993 7,517
  8,993 7,517
Total salaries and social security payables 181,402 191,238

 

NOTE 13 – INCOME TAX PAYABLE AND DEFERRED INCOME TAX ASSETS/LIABILITIES

 

Income tax payable by company is presented below:

 

  September 30, December 31,
  2024 2023
Núcleo 874 2,544
NYSSA 403 298
Adesol 625 210
TSMA 258 -
Opalker - 20
Pem - 77
  (*)      2,160 3,149

(*) Includes $(17,161) million corresponding to the currency translation adjustments on initial balances of foreign subsidiaries, RECPAM and to compensation made with tax credits and $833 million for the acquisitions of TSMA and Manda.

 

Deferred Income tax assets and liabilities, net of Telecom and its subsidiaries, and the actions for recourse tax receivable are presented below:

 

  September 30, December 31,
  2024 2023
Tax carryforward (20,363) (996,550)
Allowance for doubtful accounts (26,838) (33,831)
Legal Claims and contingent liabilities (8,879) (14,747)
PP&E, intangible assets and right of use assets 1,197,071 1,254,919
Cash dividends from foreign companies 16,526 27,479
Income tax inflation adjustment effect 146,256 666,564
Other deferred tax assets, net 2,466 (319)
Total deferred tax liabilities, net 1,306,239 903,515
Actions for recourse tax receivable (888) (1,790)
Total deferred tax liability, net (*)1,305,351 901,725
     
Net deferred tax assets (27,170) (27,849)
 Net deferred tax liabilities 1,332,521 929,574

(*) Includes $5,103 million of currency translation adjustments on foreign subsidiaries’ initial balances and $36 million corresponding to net deferred tax liabilities from the acquisition of TSMA and Manda.

 

F-22

 

 

TELECOM ARGENTINA S.A.

 

 

As of September 30, 2024, Telecom and some subsidiaries have cumulative tax loss carryforwards of $59,959 million (including $988 million of unrecognized tax loss carryforwards for considering them non-recoverable), that calculated considering statutory income tax rate, represents a deferred tax asset of $20,363 million.

 

The detail of the maturities of estimated Tax loss carryforward is disclosed below:

 

Company Tax loss carryforward
generation year
Tax loss carryforward
amount as of
09.30.2024
Tax loss
carryforward
expiration year
Micro Sistemas 2021 240 2026
Micro Sistemas 2022 3,424 2027
Micro Sistemas 2023 17,646 2028
Micro Sistemas 2024 36,091 2029
Pem 2024 108 2029
Ubiquo 2023 60 No deadline
Ubiquo 2024 247 No deadline
RISSAU 2023 526 2028
RISSAU 2024 304 2029
Manda 2020 194 2025
Manda 2022 15 2027
Manda 2023 779 2028
AVC Continente Audiovisual 2021 3 2026
AVC Continente Audiovisual 2022 37 2027
AVC Continente Audiovisual 2023 130 2028
AVC Continente Audiovisual 2024 60 2029
Cable Imagen 2021 6 2026
Cable Imagen 2022 16 2027
Cable Imagen 2023 50 2028
Cable Imagen 2024 23 2029
    59,959  

 

Income tax benefit (expense) differed from the amounts computed by applying the statutory income tax rate of each company to pre-tax income as a result of the following:

 

  Nine-month period ended September 30,
  2024 2023
  Profit (loss)
Income  before income tax 1,374,004 28,746
Non-taxable items – Losses from associates and joint ventures 8,184 3,640
Non-taxable items – Other 4,430 2,481
Restatement in current currency of Equity, goodwill and other 879,747 1,552,292
Subtotal 2,266,365 1,587,159
Effective income tax rate 34.48% 34.43%
Income tax expense at statutory tax rate of each companies (781,401) (546,395)
Deferred tax liability restatement in current currency and other 1,143,269 1,337,935
Income tax inflation adjustment (781,066) (548,387)
Income tax on cash dividends of foreign companies (2,894) (8,742)
Income tax benefit (expense)(*)(**) (422,092) 234,411
     
Current tax (21,991) (3,575)
Deferred tax (400,101) 237,986
Income tax benefit (expense) (422,092) 234,411

(*) Includes $2,711 million and ($2,378) million in the nine-month periods ended September 30, 2024 and 2023, respectively, corresponding to the adjustments made in the Company’s Affidavits 2023 and 2022.

(**) Includes $214 million in the nine-month period ended September 30, 2024 corresponding to a computable withholding arising from the subsidiary Micro Fintech Holding, which is not subject to income tax.

 

F-23

 

 

TELECOM ARGENTINA S.A.

 

 

NOTE 14 –OTHER TAXES PAYABLES

 

  September 30, December 31,
Current 2024 2023
Other national taxes 56,265 66,913
Provincial taxes 7,439 8,390
Municipal taxes 3,803 3,612
  67,507 78,915
Non- current    
Provincial taxes 3 22
  3 22
Total other taxes payables 67,510 78,937

 

NOTE 15 – LEASES LIABILITIES

 

  September 30, December 31,
  2024 2023
Current    
Argentina 61,110 54,388
Abroad 2,127 3,538
  63,237 57,926

 

Non- current    
Argentina 88,716 91,379
Abroad 26,054 29,386
  114,770 120,765
Total leases liabilities 178,007 178,691

 

Movements in Leases liabilities are as follows:

 

  September 30,
  2024 2023
At the beginning of the year 178,691 181,400
Increases (*) 146,305 100,654
Financial results, net (**) 17,222 40,530
Payments (58,161) (65,737)
Decreases (included RECPAM and currency translation adjustments) (106,050) (104,444)
At the end of the period 178,007 152,403

(*) Included in Rights of use assets acquisitions.

(**) Included in Other foreign currency exchange gains (losses) and Other interests, net.

 

NOTE 16 – OTHER LIABILITIES

 

  September 30, December 31,
Current 2024 2023
Deferred revenues on prepaid credit 17,728 16,038
Deferred revenues on connection fees and international capacity leases 3,555 3,475
Debt for acquisition of companies 24,293 1,144
Related parties (Note 24.b) 2,769 4,753
Funds to be paid to clients 7,492 14,552
Other 3,657 1,282
  59,494 41,244
Non-current    
Deferred revenues on connection fees and international capacity leases 2,099 3,076
Pension benefits 4,310 4,533
Related parties (Note 24.b) 2,534 8,332
Debt for acquisition of companies 624 2,068
Other 48 218
  9,615 18,227
Total other liabilities 69,109 59,471

 

F-24

 

 

TELECOM ARGENTINA S.A.

 

 

NOTE 17 – PROVISIONS

 

The evolution of provisions as of September 30, 2024 and 2023 is as follows:

 

  Balances as of December 31, 2023 Additions Reclassifica-
tions

Payments

RECPAM,
currency
translation
adjustments

Balances

as of
September 30,
2024

 

Acquisitions
through
business
combinations

Capital

(i)

Financial
result
(ii)
       
Current                
Legal Claims and contingent liabilities 10,765 - 1,989 - 13,952 (20,138) (3,147) 3,421
Total current provisions 10,765 - 1,989 - 13,952 (20,138) (3,147) 3,421
Non- Current                
Legal Claims and contingent liabilities 25,817 4,001 10,944 11,820 (13,952) (3,291) (10,499) 24,840
Asset retirement obligations 26,830 - 19,812 - - - (16,526) 30,116
Total non-current provisions 52,647 4,001 30,756 11,820 (13,952) (3,291) (27,025) 54,956
                 
Total provisions 63,412 4,001 32,745 11,820 - (23,429) (30,172) 58,377

(i)$12,933 million charged to Other operating expenses and $19,812 million to Right of use assets.

(ii)Charged to Other financial results, net - Other interests, net.

 

  Balances as of
December 31,
2022
Additions Reclassifica-
tions

Payments

 

RECPAM,
currency
translation
adjustments

Balances

as of
September 30,
2023

  

Capital

(i)

Financial
result
(ii)
Current              
Legal Claims and contingent liabilities 16,532 19,797 - 21,578 (40,618) (3,600) 13,689
Total current provisions 16,532 19,797 - 21,578 (40,618) (3,600) 13,689
Non- Current              
Legal Claims and contingent liabilities 40,841 17,842 15,737 (21,578) - (20,885) 31,957
Asset retirement obligations 32,318 23,113 - - - (20,412) 35,019
Total non-current provisions 73,159 40,955 15,737 (21,578) 0 (41,297) 66,976
               
Total provisions 89,691 60,752 15,737 - (40,618) (44,897) 80,665

(i)$37,639 million charged to Other operating expenses and $23,113 million to Right of use assets.
(ii)Charged to Other financial results, net - Other interests, net.

 

NOTE 18 – ADDITIONAL INFORMATION OF FINANCIAL ASSETS AND LIABILITIES

 

Financial assets and liabilities denominated in foreign currencies

 

Financial assets and liabilities denominated in foreign currencies as of September 30, 2024, and December 31, 2023 are the following:

 

  09.30.2024 12.31.2023
  In equivalent millions of Argentine pesos
Assets 213,354 360,789
Liabilities (2,395,734) (4,540,084)
Net Liabilities (2,182,380) (4,179,295)

 

Offsetting of financial assets and financial liabilities

 

The following table presents financial assets and liabilities that are offset as of September 30, 2024 and December 31, 2023:

 

  As of September 30, 2024
  Trade
receivables
Other
receivables
Trade
payables
Other
liabilities
Current and non-current assets (liabilities) - Gross value 268,214 24,101 (415,076) (44,196)
Offsetting (12,034) (2,826) 12,034 2,826
Current and non-current assets (liabilities) – Book value 256,180 21,275 (403,042) (41,370)

 

  As of December 31, 2023
  Trade
receivables
Other
receivables
Trade
payables
Other
liabilities
Current and non-current assets (liabilities) - Gross value 283,023 49,353 (735,871) (33,888)
Offsetting (14,679) (1,758) 14,679 1,758
Current and non-current assets (liabilities) – Book value 268,344 47,595 (721,192) (32,130)

 

F-25

 

 

 

TELECOM ARGENTINA S.A. 

 

Fair value hierarchy and other disclosures

 

The measurement at fair value of the financial instruments of Telecom are classified according to the three levels set out in IFRS 13:

 

-Level 1: Fair value determined by quoted prices (unadjusted) in active markets for identical assets or liabilities.
-Level 2: Fair value determined based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (e.g. as prices) or indirectly (e.g. derived from prices).
-Level 3: Fair value determined by unobservable inputs where the reporting entity is required to develop its own assumptions.

 

Financial assets and liabilities recognized at fair value as of September 30, 2024 and December 31, 2023, and the level of hierarchy are listed below:

 

September 30, 2024   Level 1   Level 2   Total
Assets            
Current Assets            
Mutual Funds (1)   42,988   -   42,988
Government bonds and Notes (1)   138,605   -   138,605
Total assets   181,593   -   181,593
Liabilities            
Current Liabilities            
Other liabilities: Debt for acquisition of companies   -   648   648
Non-current Liabilities            
Other liabilities: Debt for acquisition of companies   -   624   624
Total Liabilities   -   1,272   1,272

 

  (1)     Mutual Funds are included in “Cash and cash equivalents”, “Investments” and Government bonds and Notes are included in “Cash and cash equivalents” and “Investments”.

 

December 31, 2023   Level 1   Level 2   Total
Assets            
Current Assets            
Mutual Funds (1)    29,080   -   29,080
Government bonds and Notes (1)   263,448   -   263,448
Other receivables: DFI   -   3,123   3,123
Other receivables: Indemnification assets   -   20   20
Non-current Assets            
Other receivables: DFI   -   881   881
Total assets   292,528   4,024   296,552
Liabilities            
Current Liabilities            
Other liabilities: Debt for acquisition of NYSSA   -   1,144   1,144
Non-current Liabilities            
Other liabilities: Debt for acquisition of NYSSA   -   2,068   2,068
Total liabilities   -   3,212   3,212

(1)Mutual Funds are included in “Cash and cash equivalents” and “Investments”. Government bonds and Notes are included in “Cash and cash equivalents” and “Investments”.

 

In relation to the fair values set forth above, as of September 30, 2024, there were no changes in the methods and assumptions used with respect to what was reported in Note 22 to the consolidated financial statements as of December 31, 2023.

 

The Company also has certain financial instruments that are not measured at fair value for which the book value approximates their fair value, except for:

 

Borrowings

 

As of September 30, 2024, fair value of borrowings is as follows:

 

  Carrying Value Fair Value
     
Notes 2,086,679 2,018,116
Other borrowings 576,762 585,160
  2,663,441 2,603,276

 

 F-26 

 

 

TELECOM ARGENTINA S.A. 

 

The fair value of the borrowings was assessed as follows:

 

a)The fair value of Notes traded in active markets was measured based on quoted market prices at the end of the reporting period. As a result, its valuation classifies as Level 1.
b)The fair value of Notes that are not traded in an active market was measured based on quotes provided by first-tier financial entities, so their valuation qualifies as Level 2.
c)Fort the rest of the borrowings, the fair values were calculated based on cash flows discounted using a current lending rate, so as they are classified as Level 3.

 

Exchange rate Hedges

 

During June 2024, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$5 million fixing the exchange rate in 1,015 Argentine pesos/US$, with maturities on August 30, 2024.

 

NOTE 19 – PURCHASE COMMITMENTS

 

The Company has entered into various purchase commitments with domestic and foreign suppliers amounting to approximately $848,595 million as of September 30, 2024 (of which $137,714 million corresponds to Fixed Assets commitments). These purchase commitments include those that contain “take or pay” clauses, which force the buyer to purchase a quantity of a product or service in a period, usually annually, or, alternatively, to pay that amount even if it has not been taken or accepted to receive it.

 

NOTE 20 – EQUITY

 

a)Capital Stock

 

As of September 30, 2024 and December 31, 2023, the capital stock of Telecom Argentina amounts to $2,153,688,011, represented by the same number of common book-entry shares with nominal value of $1, as detailed below:

 

Class of Shares   Total
Class “A”   683,856,600
Class “B”   628,058,019
Class “C”   106,734
Class “D”   841,666,658
Total   2,153,688,011

 

As of the date of these unaudited condensed consolidated financial statements, all the shares of Telecom Argentina are authorized by the CNV for public offering.

 

Class B Shares are listed and traded on the leading companies’ panel of the BYMA and the ADS representing 5 Class “B” shares of the Company are traded on the NYSE under the symbol TEO.

 

b)Provisions of the Telecom Ordinary and Extraordinary Shareholders’ meeting

 

At the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, the shareholders of Telecom decided, among other:

 

(i)To approve the Board of Directors’ proposal stated in current currency as of March 31, 2024 using the National Consumer Price Index pursuant to CNV Resolution No. 777/18 in connection with the Accumulated Deficit as of December 31, 2023 for $257,730 million ($519,534 million in current currency as of September 30, 2024): (i) absorb the amount of $257,730 million ($519,534 million in current currency as of September 30, 2024) from the “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level”; b) to reclassify the amount of $84,257 million ($156,063 million in current currency as of September 30, 2024) from “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” and to be charged against the “Contributed Surplus”;
(ii)to delegate on the Board of Directors the power to reverse between October 1, 2024 and December 31, 2024 the “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” in an amount that allows distribution of dividends in cash or in kind or any combination of both options, for up to the maximum amount of distribution of US$ 100 million, once the conditions detailed in Note 13.c) to the consolidated financial statements as of December 31, 2023 are met or waived.

 

F-27 

 

 

TELECOM ARGENTINA S.A. 

 

c)Restrictions on distribution of profits

 

Under the LGS, 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 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.

 

NOTE 21 – REVENUES

 

    Three-month period ended
September 30,
Nine-month period ended
September 30,
    2024 2023 2024 2023
Mobile Services   401,005 419,100 1,154,984 1,292,431
Internet Services   256,708 224,245 725,497 684,400
Cable Television Services   141,214 178,419 413,757 572,826
Fixed and Data Services   109,506 124,343 357,666 375,199
Other services revenues   10,509 9,480 30,403 26,862
Subtotal services revenues   918,942 955,587 2,682,307 2,951,718
Equipment revenues   64,199 74,631 170,034 233,376
Total Revenues   983,141 1,030,218 2,852,341 3,185,094

 

NOTE 22 – OPERATING EXPENSES

 

The main components of the operating expenses are the following:

 

    Three-month period ended
September 30,
Nine-month period ended
September 30,
    2024 2023 2024 2023
Employee benefit expenses and severance payments   Profit (loss)
Salaries, social security expenses and benefits   (206,411) (229,758) (594,992) (712,384)
Severance indemnities   (40,451) (13,378) (84,148) (37,908)
Other employee expenses   (5,368) (5,520) (15,384) (16,148)
    (252,230) (248,656) (694,524) (766,440)
Fees for services, maintenance, materials and supplies          
Maintenance and materials   (74,214) (70,732) (214,715) (204,815)
Fees for services   (52,496) (61,043) (166,652) (193,067)
Directors and Supervisory Committee’s members’ fees   (1,014) (822) (3,107) (2,614)
    (127,724) (132,597) (384,474) (400,496)
Taxes and fees with the Regulatory Authority        
Turnover tax   (40,318) (39,453) (115,604) (120,099)
Regulatory Entity Fees   (21,092) (19,567) (58,280) (61,448)
Municipal taxes   (9,950) (10,330) (28,008) (32,668)
Other taxes and fees   (6,504) (9,967) (20,983) (31,429)
    (77,864) (79,317) (222,875) (245,644)
Cost of equipment          
Inventory balance at the beginning of the year/ period   (51,776) (46,243) (66,312) (43,551)
Plus:          
Purchases   (56,684) (82,500) (131,157) (208,959)
Other   1,304 5,505 7,508 12,370
Less:          
Inventory balance at the end of the period   58,188 71,175 58,188 71,175
    (48,968) (52,063) (131,773) (168,965)
Other operating expenses          
Legal Claims and contingent liabilities   (4,808) (7,268) (12,933) (37,639)
Rental and internet capacity   (4,467) (6,124) (21,274) (18,423)
Energy, water and other services   (24,903) (20,301) (71,145) (62,140)
Postage, freight and travel expenses   (7,332) (7,603) (19,331) (22,814)
Other   (7,917) (1,173) (10,650) (5,519)
    (49,427) (42,469) (135,333) (146,535)
Depreciation, amortization and impairment of Fixed Assets          
Depreciation of PP&E   (230,782) (283,871) (708,283) (841,107)
Amortization of intangible assets   (25,683) (42,670) (80,795) (129,944)
Amortization of rights of use assets   (48,024) (38,398) (140,609) (105,700)
(Impairment) / Recovery of Fixed Assets   609 383 1,025 238
    (303,880) (364,556) (928,662) (1,076,513)

 

F-28 

 

 

TELECOM ARGENTINA S.A. 

 

Operating expenses disclosed by function of expense amounted to $2,958,707 million and $3,342,781 million for the nine-month period ended September 30, 2024 and 2023, respectively are as follows:

 

 

Concept

Operating
costs
Administration
costs
Commercialization
costs
Other
expenses
Total
09.30.2024
Total
09.30.2023
Employee benefit expenses and severance payments (373,523) (145,231) (175,770) - (694,524) (766,440)
Interconnection costs and transmission costs (85,295) - - - (85,295) (93,071)
Fees for services, maintenance, materials and supplies (151,317) (77,878) (155,279) - (384,474) (400,496)
Taxes and fees with the Regulatory Authority (220,268) (1,400) (1,207) - (222,875) (245,644)
Commissions and advertising - - (155,421) - (155,421) (192,780)
Cost of equipment and handsets (131,773) - - - (131,773) (168,965)
Programming and content costs (161,655) - - - (161,655) (178,875)
Bad debt expenses - - (58,695) - (58,695) (73,462)
Other operating expenses (92,735) (22,327) (20,271) - (135,333) (146,535)
Depreciation, amortization and impairment of Fixed Assets (741,727) (123,033) (64,927) 1,025 (928,662) (1,076,513)
Total as of 09.30.2024 (1,958,293) (369,869) (631,570) 1,025 (2,958,707)  
Total as of 09.30.2023 (2,196,996) (402,610) (743,413) 238   (3,342,781)

 

NOTE 23 – FINANCIAL RESULTS

 

    Three-month period ended
September 30,

Nine-month period ended
September 30,

    2024 2023 2024 2023
    Profit (loss)
Interests on borrowings   (27,570) (24,113) (87,136) (90,456)
Remeasurement in borrowings (*)   (3,883) 35,747 (86,875) 46,220
Foreign currency exchange gains on borrowings   121,472 (5,295) 1,522,114 70,484
Borrowings renegotiation results   2,008 - 2,008 (1,608)
Repurchase Notes   376 - 376 -
Total financial results from borrowings   92,403 6,339 1,350,487 24,640
Fair value gains/(losses) on financial assets at fair value through profit or loss   (27,835) (6,694) (44,741) (40,043)
Other foreign currency exchange gains (losses)   (2,413) (7,280) 167,410 (12,688)
Other interests, net   6,379 9,779 15,597 20,215
Other taxes and bank expenses   (28,804) (16,032) (83,957) (37,550)
Financial expenses on pension benefits   (660) (876) (2,354) (3,371)
Financial discounts on assets, debts and others   (14,247) (4,147) (22,704) (11,433)
RECPAM   21,951 97,507 108,816 250,303
Total other financial results, net   (45,629) 72,257 138,067 165,433
Total financial results, net   46,774 78,596 1,488,554 190,073

 

(*) Related to Notes issued in UVA.

 

NOTE 24 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

a)Controlling Company

 

CVH is the controlling company of Telecom Argentina, holding 28.16% of the capital stock of the Company. Additionally, both CVH and Fintech, contributed to the Voting Trust, in accordance with the Shareholders´ Agreement, shares representing 10.92% of the capital of the Company so the shares subject to such agreement represent 21.84% of the total capital of the Company (the “Shares in Trust”).

 

According to the Voting Trust Agreement, the trustee appointed by CVH must vote the Shares in Trust as instructed or voted by CVH with respect to all issues except in respect of certain matters subject to veto under the Shareholders’ Agreement.

 

b)Balances with Related parties

 

Associates and joint venture

 

CURRENT ASSETS   September 30, December 31,
Trade receivables   2024 2023
Ver TV Associate - 20
OPH Joint venture 28 55
    28 75

 

F-29 

 

 

TELECOM ARGENTINA S.A. 

 

    September 30, December 31,
Other receivables   2024 2023
La Capital Cable Associate 429 423
Ver TV Associate - 4
    429 427
       
CURRENT LIABILITIES   September 30, December 31,
Trade payables   2024 2023
La Capital Cable Associate 11 7
TSMA Associate - 2
OPH Joint venture 670 2,160
    681 2,169
Other liabilities      
OPH Joint venture 2,769 4,753
    2,769 4,753
NON - CURRENT LIABILITIES      
Other liabilities      
OPH Joint venture 2,534 8,332
    2,534 8,332

 

Other Related parties

 

CURRENT ASSETS   September 30, December 31,
Trade receivables   2024 2023
Other related parties   1,915 1,322
    1,915 1,322
Other receivables      
Other related parties   598 8
    598 8
CURRENT LIABILITIES      
Trade payables      
Other related parties   11,188 9,245
    11,188 9,245

 

c)Transactions with Related parties

 

Associates and joint ventures

 

  Transaction Kind of related
party

Nine-month period

ended September 30,

      2024 2023
      Profit (loss)
      Revenues
La Capital Cable Services revenues and other revenues Associate 143 124
Ver TV Services revenues and other revenues Associate 49 49
OPH Services revenues and other revenues Joint venture 226 77
      418 250
      Operating costs
La Capital Cable Fees for services Associate (730) (1,391)
      (730) (1,391)

 

Other Related parties

 

  Transaction

Nine-month period

ended September 30,

    2024 2023
    Profit (loss)
    Revenues
Other related parties Services and advertising revenues 4,046 2,843
    4,046 2,843
    Operating costs
Other related parties Programming costs (30,680) (27,415)
Other related parties Editing and distribution of magazines (3,034) (4,443)
Other related parties Advisory services (3,673) (3,288)
Other related parties Advertising purchases (1,282) (2,265)
Other related parties Other purchases and commissions (3,610) (1,418)
    (42,279) (38,829)

 

The transactions discussed above were made by Telecom Argentina under the same conditions than would have been obtained from unaffiliated third parties. When Telecom Argentina’s transactions represented more than 1% of its total shareholders’ equity, they were approved according to Law No. 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.

 

F-30 

 

 

TELECOM ARGENTINA S.A. 

 

NOTE 25 – RECENT DEVELOPMENTS CORRESPONDING TO THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024

 

1.Regulatory issues

 

a)Decree No. 690/20 - Amendment to the LAD

 

In relation to the situation described in Note 2.c).i) in the consolidated financial statements as of December 31, 2023, on February 20, 2024 the precautionary measure, which suspended the application of the Decree No. 690/20, was extended for an additional period of six months, remaining in force until August 20, 2024.

 

In connection with the decision rendered on November 17, 2023 by the Federal Court on Administrative Litigation Matters No. 8 whereby it nullified Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20, on June 19, 2024, Chamber II of the Court of Appeals on Federal Administrative Matters rendered a decision whereby it fully upheld the first-instance judgment, ratifying the nullity of both Decree No. 690/20 and the aforementioned ENACOM Resolutions, considering them unconstitutional.

 

On July 4, 2024, PEN filed an extraordinary appeal against the second instance ruling. On September 2024, the Company was notified of the decision by Chamber II of the Federal Court of Appeals on Administrative Litigation Matters, which withdraws the extraordinary appeals filed by the PEN and ENACOM against the ruling of the aforementioned Court of Appeals.

 

Finally, on October 16, 2024, the Company was notified of the decision of the Federal Administrative Court No. 8 to consider the case concluded and to be kept in records.

 

On the other hand, through Emergency Decree No. 302/24, published in the Official Gazette on April 9, 2024, the Executive Branch repealed Decree No. 690/20. Furthermore, on June 25, 2024, through ENACOM Resolution No. 13/24, the ENACOM revoked the regulations that limited price increases for Internet, mobile telephony, and cable television services.

 

b)Micro Sistemas

 

Through Communication "A" No. 8,038, the BCRA repealed Communication "A" No. 7,825, which had established that the return received by PSPCP in pesos of deposit accounts held at financial institutions, where their clients' funds are deposited, had to be fully transferred to those clients.

 

Additionally, on July 4, 2024, Micro Sistemas was registered with the BCRA as an Acceptor of payments made through transfers.

 

2.Corporate issues

 

a)Exercise of the call option of Naperville and Saturn Holding LLC

 

a.1) Naperville

 

On May 20, 2024, the subsidiary Televisión Dirigida partially exercised the call option to purchase 51% of Naperville (which owns shares representing 76.63% of Manda’s share capital and votes, which in turn is the sole shareholder and owns 100% of RISSAU’s share capital and votes, an operating company whose main activity is the installation and operation of broadcasting services).

 

Additionally, on the same day, Televisión Dirigida also exercised the call option for US$ 3,108 to purchase all the shares held by minority shareholders in Manda, which represent 0.007% of the capital stock and votes of said company.

 

The transaction price amounted to US$ 16.4 million ($14,584 million stated at the exchange rate prevailing on the transaction date), which shall be settled as follows: a) US$ 3.8 million ($ 3,404 million stated at the exchange rate prevailing on the transaction date) has been paid as an option premium on the date of execution of the Option Agreement dated October 4, 2023, b) US$ 12.6 million for the partial acquisition of 51%, of which US$ 6 million -$ 5,333 million stated at the exchange rate prevailing on the transaction date- was paid within 48 hours of signing date , and US$ 6.6 million -$5,847 million stated at the exchange rate prevailing on the transaction date- cancelled on July 31, 2024.

 

F-31 

 

 

TELECOM ARGENTINA S.A. 

 

The Company's management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed (net assets) at the acquisition date, and from the comparison with the consideration paid has determined a goodwill.

 

Details of the purchase consideration, the estimated net assets acquired and the goodwill resulting from the exercise of the call option for 51% of Naperville:

 

Purchase consideration (In current currency
at the acquisition
date)
(In current currency 
as of September 30,
2024)
Call option 3,403 4,158
Cash Paid 11,180 13,658
Total 14,583 17,816
     

 

The assets and liabilities in millions recognized as a result of the acquisition are as follows:

 

  (In current currency
at the acquisition
date)
(In current currency as of
September 30,2024)
Cash and cash equivalents 642 784
Investment 1,613 1,971
Trade receivables 420 513
PP&E 1,273 1,554
Trade payables (1,343) (1,640)
Other assets / liabilities, net (1,870) (2,215)
Net identifiable assets acquired 735 967
Less: non-controlling interests (891) (1,131)
Add: goodwill (*) 14,739 17,980
Net assets acquired 14,583 17,816

(*) The Company will annually review the recoverability of goodwill.

 

Revenue and profit contribution

 

The acquired business contributed revenues of $4,345 million and Adjusted EBITDA of $2,845 million for the period from May 1, 2024 to September 30, 2024.

 

a.2) Transaction non-controlling interest

 

On July 17, 2024, Televisión Dirigida exercised the call option to purchase the remaining shares, accounting for 49% of Naperville for US$ 15.8 million

 

Also, on that same day, the Company exercised the call option to purchase 100% of Saturn, the company that owns the remaining 23.37% of Manda, for US$9.8 million (including US$1.2 million of a premium for the Saturn call option, which the Company retained, to be deducted from said price).

 

After these acquisitions, Televisión Dirigida holds 100% ownership of Naperville, Saturn, Manda, and RISSAU as of September 30, 2024.

 

The outstanding balance for both acquisitions shall be paid according to the schedule agreed by the parties, and the agreement provides for the possibility for Televisión Dirigida to make partial payments, pre-cancel outstanding balances if it so desires, or even postpone payments subject to obtaining the prior consent of the seller.

 

The remained unsettled as of September 30, 2024 amounts to $23,645 million which was included under "Debt for acquisition of companies" within Other current liabilities. During October, 2024, US$ 5 million was paid towards the debt for the acquisition of Saturn.

 

F-32 

 

 

TELECOM ARGENTINA S.A. 

 

This operation represents a transaction between controlling and non-controlling shareholders in the consolidated financial statements. Therefore, the Company recorded a $1,691 million adjustment to the non-controlling interest balance as of September 30, 2024 and the difference arising from the total purchase price of $24,706 million was recorded in “Other comprehensive income” under Equity attributable to controlling shareholders as of that date, as provided under IFRS 10.

 

b)Corporate reorganization

 

b.1) Merger between Núcleo and Tuves Paraguay S.A.

 

In relation to the corporate reorganization process between Núcleo and Tuves Paraguay S.A. mentioned in Note 1 to the consolidated financial statements as of December 31, 2023, on June 3, 2024, the General Directorate of Public Registries approved the merger between Núcleo (the absorbing and surviving company) and Tuves Paraguay S.A. (the absorbed company). The effective merger date is June 4, 2024, the date on which the transfer to Núcleo of all the rights and obligations, assets, and liabilities of the absorbed company took effect.

 

This operation has no impact on these unaudited condensed consolidated financial statements.

 

b.2) Transfer of shares of Personal Envíos to Micro Fintech Holding

 

On May 20, 2024, the subsidiary Núcleo distributed dividends to its shareholders totalling PYG 145,614 million ($20,549 million in constant currency as of September 30, 2024), of which PYG 21,842 million ($ 3,402 million in constant currency as of September 30, 2024) was distributed in cash and PYG 123,772 million ($17,507 million in constant currency as of September 30, 2024) was distributed in shares of Personal Envíos (an amount equivalent to the fair value, determined by an independent appraiser, of the 7,760 shares it held in Personal Envíos, representing 97% of its interest in that company).

 

On the same day, the Company made an in-kind contribution to Micro Fintech Holding consisting of the shares received from Núcleo along with 160 shares that the Company already held in Personal Envíos.

 

As a result of this transaction, Micro Fintech Holding currently owns 5,400 shares, representing 67.5% of the issued and outstanding capital stock of Personal Envíos.

 

This operation has no impact on these unaudited condensed consolidated financial statements since the non-controlling interest maintained its percentage of Equity.

 

c)Acquisition of TSMA

 

On September 14, 2024, the Company signed a share exchange and transfer agreement with El Hombre Mil S.A. (“EHM”), controlling Company of TSMA and Ver TV, companies that provide TIC internet Access and TV services in some cities along the Province of Buenos Aires.

 

After said share exchange and transfer, Telecom Argentina will hold 100% of its current subsidiary TSMA (previous direct/indirect interest in capital stock and votes was 50,1%), and EHM will hold 100% of Ver TV, in which Telecom Argentina had a 49%. Additionally to the share exchange, the Company received US$5.5 million (U$S 2.5 million upon signing the agreement and U$S 3 million payable in seven semi - annual installments) for the transfer of shares. As of September 30, 2024, the Company has an outstanding receivable of $3.436 million, within Other current receivables ($991 million) and non-current ($2,445 million), respectively.

 

The Company, applying the guidelines of IFRS 3 (for a business combination in stages and the determination of the consideration transferred of non-monetary assets), has determined the fair value of the interest it held immediately before the exchange of shares.

 

The Company's management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed (net assets) of TSMA at the acquisition date, plus the compensation received of U$S 5.5 million and from the comparison with the consideration paid (interest in Ver TV) has determined a goodwill.

 

Details of the purchase consideration, the estimated net assets acquired and the goodwill resulting from the exchange of interest:

 

F-33 

 

 

TELECOM ARGENTINA S.A. 

 

Purchase consideration (In current currency at the
acquisition date)
(In current currency as
of September 30, 2024)
Fair value of the interest in Ver TV  13,580 14,051
Compensation received (6,297) (6,515)
Total 7,283 7,536

 

The assets and liabilities in millions recognized as a result of the acquisition are as follows:

 

  (In current currency at
the acquisition date)
(In current currency as
of September 30, 2024)
Cash and cash equivalents 43 44
Investment 3,364 3,481
Trade receivables 635 657
PP&E 18,090 18,715
Trade payables (2,500) (2,587)
Other assets / liabilities, net (5,084) (5,257)
Net identifiable assets acquired 14,548 15,053
Less: Fair value of previous interest in TSMA (50.1%) (7,312) (7,566)
Add: goodwill (*) 47 49
Total 7,283 7,536

(*) The Company will annually review the recoverability of goodwill.

 

Revenue and profit contribution

 

During September, the acquired business contributed revenues of $1,716 million and Adjusted EBITDA of $173million.

 

NOTE 26 – SUBSEQUENT EVENTS TO SEPTEMBER 30, 2024

 

Notes: Series 21 additional

 

In connection with the Notes Global Program, the Company issued the Series 21 Notes with the following characteristics:

 

Series Currency

Amount

involved

(in millions)

Issuance
date
Maturity date Amortization Interest rate Interest
payment date
21 US$ 200 (1) 10/2024 07/2031

In three installment of:
33% at 07/2029
33% at 07/2030

34% at 07/2031

Annual fixed rate of 9.50%

Semi

annual

1.    The subscription price was above par, so as of the issuance date, the Company obtained net funds from issuance expenses amounting to US$211.4 million, which includes US$5.3 million in accrued interest as of the issuance date (equivalent to $205,166 million as of the issuance date). The Company will use the funds for loan refinancing.

 

    Carlos Moltini
    Chairman of the Board of Directors

 

F-34 

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF SEPTEMBER 30, 2024

(In millions of Argentine pesos in current currency - except per share data in Argentine pesos in current currency- or as expressly indicated)

 

1.General considerations

 

As provided under Resolution No. 777 issued by the CNV on December 28, 2018, this operating and financial review and prospects discloses the comparative balances set forth below, restated to current currency as of September 30, 2024.

 

The table below shows the evolution of the national consumer price index (National CPI) in light of the fact that Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, as further discussed in Note 1.d) to the unaudited condensed consolidated financial statements for 2023 and as of September 30, 2024 and 2023. According to official statistics from the Argentine National Statistics and Censuses Institute (Instituto Nacional de Estadísticas y Censos) and the Banco Nación U.S. dollar exchange rate used for the preparation of this operating and financial review and prospects are as follows:

 

  As of
September 30,
2023
As of
December 
31, 2023
As of
September 30,
2024
       
National Consumer Price Index (National CPI) (December 2016=100) 2,304.9 3,533.2 7,122.2
       
Variation in prices      
Annual 138.3% 211.4% 209.0%
Accumulated nine months 103.2% n/a 101.6%
Accumulated three months since March 2023/2024 34.8% n/a 12.1%
       
Banco Nación US$/$ exchange rate 349.95 808.45 970.50
       
Variation in the exchange rate      
Annual 137.5% 356.3% 177.3%
Accumulated nine months 97.5% n/a 20.0%
Accumulated three months since March 2023/2024 36.3% n/a 6.4%

 

The National CPI has registered an increase of 209.0% as of September 30, 2024 as compared to September 30, 2023.

 

2.Telecom’s activities for the nine-month period ended September 30, 2024 (“9M24”) and 2023 (“9M23”)

 

 

9M24   9M23   Variation  
  $ million   $ million   %  
Revenues 2,852,341   3,185,094   (332,753)   (10.4)    
Employee benefit expenses and severance payments (694,524)   (766,440)   71,916   (9.4)    
Interconnection and transmission costs (85,295)   (93,071)   7,776   (8.4)    
Fees for services, maintenance, materials and supplies (384,474)   (400,496)   16,022   (4.0)    
Taxes and fees with the Regulatory Authority (222,875)   (245,644)   22,769   (9.3)    
Commissions and advertising (155,421)   (192,780)   37,359   (19.4)    
Cost of equipment and handsets (131,773)   (168,965)   37,192   (22.0)    
Programming and content costs (161,655)   (178,875)   17,220   (9.6)    
Bad debt expenses (58,695)   (73,462)   14,767   (20.1)    
Other operating expenses (135,333)   (146,535)   11,202   (7.6)    
Depreciation, amortization and impairment of Fixed Assets (928,662)   (1,076,513)   147,851   (13.7)    
Operating loss (106,366)   (157,687)   51,321   (32.5)    
Losses from associates and joint ventures (8,184)   (3,640)   (4,544)   124.8    
Financial results from borrowings 1,350,487   24,640   1,325,847   n/a    
Other financial results, Net 138,067   165,433   (27,366)   (16.5)    
Income before income tax 1,374,004   28,746   1,345,258   n/a    
Income tax benefit (expense) (422,092)   234,411   (656,503)   n/a    
Net income for the period 951,912   263,157   688,755   n/a    
                   
Net income attributable to:                  
Controlling Company 938,639   251,230   687,409   n/a    
Non-controlling interest 13,273   11,927   1,346   11.3    
  951,912   263,157   688,755   n/a    
Earnings per share for income attributable to the Controlling Company - Basic and diluted (in Argentine pesos) 435.83   116.65            
                   
Adjusted EBITDA(1) 822,296   918,826   (96,530)   (10.5)    

 

I 

 

 

 

(1)Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax benefit (expense), financial results, losses from associates and joint ventures, depreciation, amortization and impairment of Fixed Assets. For further information on the use of adjusted EBITDA, see “Adjusted EBITDA”.

 

In 9M24, net income amounted to $951,912 million (compared to a net income of $263,157 million in 9M23), representing 33.4% of revenues (compared to 8.3% of revenues in 9M23). The increase in 9M24 compared to 9M23 was mainly due to an increase in financial result net of $1,298,481 million which was partially offset by a decrease in income tax benefit (expense) of $656,503 million.

 

In 9M24, Adjusted EBITDA totaled $822,296 million, representing 28.8% of revenues in 9M24. Adjusted EBITDA in 9M23 totaled $918,826 million, representing 28.8% of revenues in 9M23. The decrease of $96,530 million in 9M24 compared to 9M23 was mainly due to a decrease in revenues of $332,753 million, partially offset by the decrease in operating costs (without depreciation, amortization and impairment of Fixed Assets) of $236,223 million.

 

·Revenues

 

  9M24 9M23 Variation
  $ million $ million %
Mobile Services 1,154,984 1,292,431 (137,447) (10.6)
Internet Services 725,497 684,400 41,097 6.0
Cable Television Services 413,757 572,826 (159,069) (27.8)
Fixed and Data Services 357,666 375,199 (17,533) (4.7)
Other services revenues 30,403 26,862 3,541 13.2
Subtotal Services revenues 2,682,307 2,951,718 (269,411) (9.1)
Equipment revenues 170,034 233,376 (63,342) (27.1)
Total Revenues 2,852,341 3,185,094 (332,753) (10.4)

 

During 9M24 revenues decreased 10.4% or $332,753 million compared to 9M23 amounting to $2,852,341 million.

 

While there was a greater demand for services, revenues decreased mainly due to the fact that, as a consequence of the 209.0% annual inflation in Argentina (from September 30, 2023 to September 30, 2024), the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 9M24 to the same extent as the increase in inflation.

 

Services revenues amounted to $2,682,307 million in 9M24, decreasing 9.1% as compared to $2,951,718 million in 9M23 and represented 94.0% of consolidated revenues. Equipment revenues amounted to $170,034 million in 9M24 as compared to $233,376 million in 9M23 and represented 6.0% of consolidated revenues.

 

Revenues included $468,178 million and $2,452,442 million in 9M24 and 9M23, respectively related to the effect generated by the restatement in current currency as of September 30, 2024.

 

Consolidated revenues for 9M24 and 9M23 are comprised as follows:

 

Mobile Services

 

Mobile services revenues in 9M24 amounted to $1,154,984 million (a decrease of $137,447 million or 10.6% as compared to 9M23), being the principal contributor to our total services revenues for 9M24 (43.1% of services revenues in 9M24 as compared to 43.8% in 9M23). Mobile internet services revenues remained stable in 9M24 and 9M23 and accounted for 95% of total mobile service revenues in both periods.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Mobile services revenues amounted to $189,862 million and $996,669 million in 9M24 and 9M23, respectively.

 

Mobile services revenues in Argentina amounted to $1,051,194 million (a decrease of $134,993 million or 11.4% as compared to 9M23). This decrease was mainly due to 14.3% decrease in the ARPU (average revenue per user), partially offset by a 3.2% increase in the number of customers.

 

The ARPU amounted to $5,458.9 as of September 30, 2024 (compared to $6,367.0 as of September 30, 2023). This decrease was mainly explained by the fact that, as a consequence of the annual 209.0% inflation in Argentina, the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 9M24 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2024 included in ARPU amounted to $876.0 and $4,903.5 as of September 30, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition in the market and an increase in the migration of customers from postpaid to prepaid services (which have a lower ARPU than postpaid customers).

 

II

 

 

Our mobile customers in Argentina amounted to 21.4 million and 20.8 million as of September 30, 2024 and 2023, respectively. Out of the total mobile customers as of September 30, 2024, 62% were prepaid customers and 38% were postpaid customers, whereas as of September 30, 2023, 61% were prepaid customers and 39% were postpaid customers. We observed a change in customer behavior, resulting in an increase in prepaid services customers of 5.0% and of 0.5% in the postpaid services customers as of September 30, 2024. Additionally, the average churn rate per month amounted to 1.5% in 9M24 (compared to a 1.8% average in 9M23).

 

ARPU of Mobile Services in Argentina

 

A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental and reconnection fees revenues and others—(divided by six months) by the average number of customers during 9M24. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Argentina’s ARPU calculations presented in this operating and financial review and prospects as of September 30, 2024. Management believes that this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 9M24:

 

    9M24  
    $ million  
Total Mobile service revenues   1,051,194  
Components of service revenues not included in the ARPU calculation: out collect (wholesale) roaming, cell sites rental, reconnection fees revenues and others   (9,450)  
Adjusted total service revenues included in the ARPU calculation   1,041,744  
Average number of customers during 9M24 (millions)   21.2  

 

Mobile services revenues generated in Paraguay amounted to $103,790 million in 9M24 (a $2,454 million or 2.3% decrease compared to 9M23). The decrease was mainly due to lower levels of ARPU due to a decline in ARPU, mainly as a result of higher discounts granted and migration to lower-value plans.

 

Paraguay’s ARPU amounted to $4,767.3 as of September 30, 2024 (compared to $5,133.7 as of September 30, 2023), representing a 7.1% decrease.

 

In 9M24, the customer base in Paraguay amounted to 2.5 million customers, increasing a 4.7% compared to 9M23. Out of the total mobile customers as of September 30, 2024, 74% were prepaid customers and 26% were postpaid customers, whereas as of September 30, 2023, 78% were prepaid customers, and 22% were postpaid customers. The average churn rate per month amounted to 2.6% in 9M24 (compared to a 2.5% average in 9M23).

 

Internet Services

 

Internet services revenues amounted to $725,497 million in 9M24 (equivalent to 27.0% of total consolidated services revenues), increasing $41,097 million or 6.0% as compared to 9M23. The effect generated by the restatement in current currency as of September 30, 2024 included in internet services revenues amounted to $116,534 million and $526,834 million in 9M24 and 9M23, respectively.

 

The increase in internet services revenues in Argentina in 9M24 was mainly due to the increase in the Broadband Internet access ARPU of 6.0%.

 

The ARPU reached $18,657.7 in 9M24 as compared to $17,604.7 in 9M23. This increase in ARPU is mainly explained by the fact that, we granted fewer discounts to customers for this service. The effect generated by the restatement in current currency as of September 30, 2024 included in ARPU amounted to $2,970.2 and $13,534.6 as of September 30, 2024 and 2023, respectively).

 

The customer base remained stable amounting to 4.1 million customers in both 9M24 and 9M23, as a result of the Company's efforts despite the intense competition. The churn rate per month amounted to 1.9% and 1.8% in 9M24 and 9M23, respectively.

 

III

 

 

ARPU of Internet Services in Argentina

 

A monthly operational measure used in the internet services is ARPU, which we calculate by dividing adjusted total service revenues—excluding connection and rehabilitation fees revenues and others—(divided by six months) by the average number of customers during 9M24. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Internet’s ARPU calculations presented in this operating and financial review and prospects as of September 30, 2024. Management believes that this measure is helpful in assessing the development of the subscriber base of Internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 9M24:

 

      9M24  
      $ million  
Total Internet service revenues     684,338  
Components of service revenues not included in the ARPU calculation     -  
Adjusted total service revenues included in the ARPU calculation     684,338  
Average number of customers during 9M24 (millions)     4.1  

 

Cable Television Services

 

Cable television services revenues amounted to $413,757 million in 9M24 (equivalent to 15.4% of total consolidated services revenues), decreasing $159,069 million or 27.8% as compared to revenues in 9M23. The effect generated by the restatement in current currency as of September 30, 2024, included in cable television services revenues, amounted to $68,578 million and $441,036 million in 9M24 and 9M23, respectively.

 

The decrease in Cable television service revenues in 9M24 was mainly due to the decrease in ARPU, a 30.1% decrease compared to 9M23 partially offset by the increase of 1.6% in the customer base compared to 9M23.

 

The ARPU amounted to $12,698.6 as of September 30, 2024 compared to an ARPU of $18,158.4 as of September 30, 2023. The decreased is mainly explained since annual inflation as of September 30, 2024 amounted to 209.0%, the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 9M24 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2024 included in ARPU amounts to $2,078.8 and $14,009.8 as of September 30, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers as part of our customer retention strategy.

 

In 9M24, the customer base in Argentina amounted to 3.2 million customers, increasing a 1.6% compared to 9M23, leveraged by Flow Full and Flow Flex products. The last one, that is 100% digital (no decoder or installation is required) began to be marketed as a main product during 3Q24. Our Flow digital platform’s customer base reached 1.5 million and our Premium Package’s customer base amounted to 1.2 million in 9M24, a 7.7% decrease compared to 9M23. The average churn rate per month amounted to 2.1% and 1.8% as of September 30, 2024 and 2023, respectively

 

ARPU of Cable Television Services in Argentina

 

An important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service revenues—excluding connection and administration fees, advertising services and others—(divided by six months) by the average number of customers during 9M24. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this operating and financial review and prospects as of September 30, 2024. Management believes that this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations of 9M24:

 

      9M24  
      $ million  
Total Cable television service revenues     358,042  
Components of service revenues not included in the ARPU calculation:
Connection and Reconnection fees and others
    (549)  
Adjusted total service revenues included in the ARPU calculation     357,493  
Average number of customers during 9M24 (millions)     3.1  

 

IV

 

 

Fixed and Data Services

 

Revenues generated by fixed and data services amounted to $357,666 million in 9M24 (equivalent to 13.3% of total consolidated services revenues), decreasing $17,533 million or 4.7% as compared to 9M23. The effect generated by the restatement in current currency as of September 30, 2024 included in fixed and data services revenues amounted to $62,992 million and $288,376 million in 9M24 and 9M23, respectively.

 

The decrease in fixed and data services in Argentina in 9M24 was mainly due to decrease in ARPU, decreasing 1.7% as compared to 9M23, and a decrease in the customer base of 7.7% compared to 9M23, partially offset by the appreciation of data service subscriptions that are denominated in dollars.

 

The ARPU of fixed telephony (excluding IP costumers) services amounted to $8,187.3 as of September 30, 2024 compared to an ARPU of $8,326.0 as of September 30, 2023. The decreased is mainly explained since annual inflation as of September 30, 2024 amounted to 209.0%, the Company (similarly to its competitors in the ICT industry) was unable to increase its prices during 9M24 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2024 included in ARPU amounts to $1,470.9 and $6,511.9 as of September 30, 2024 and 2023, respectively).

 

The customer base of fixed telephony services amounted to 2.7 million in 9M24 of which 1.8 million were IP customers, decreasing a 7.7% compared to 9M23. The customer base decreased mainly due to changes in consumption behavior of customers.

 

Other services revenues

 

Other services revenues generated by other services amounted to $30,403 million in 9M24, increasing $3,541 million or 13.2% compared to 9M23. The effect generated by the restatement in current currency as of September 30, 2024 included in other services revenues amounted to $4,507 million and $20,137 million in 9M24 and 9M23, respectively.

 

These services include mainly revenues related to fintech services, revenues from billing remuneration and collection management on behalf of third parties, administrative revenues and revenues from the sale of advertising space, among others.

 

The increase in other services revenue in 9M24 was mainly due to the increase in fintech services in Argentina, principally due to the growth in the use of the "Personal Pay" digital wallet and the increase in the number of users, which amounted to 3.3 million and 1.6 million in 9M24 and 9M23, respectively.

 

Equipment

 

Equipment revenues amounted to $170,034 million in 9M24 (a decrease of $63,342 million or 27.1% compared to 9M23). This variation is mainly due to a 22% decrease in handsets sold compared to 9M23.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Equipment revenues amounts to $25,705 million and $179,390 million in 9M24 and 9M23, respectively.

 

·Operating costs (without depreciation, amortization and impairment of Fixed Assets)

 

      9M24     9M23     Variation
      $ million     $ million     %
Employee benefit expenses and severance payments     (694,524)     (766,440)     71,916     (9.4)
Interconnection and transmission costs     (85,295)     (93,071)     7,776     (8.4)
Fees for services, maintenance, materials and supplies     (384,474)     (400,496)     16,022     (4.0)
Taxes and fees with the Regulatory Authority     (222,875)     (245,644)     22,769     (9.3)
Commissions and advertising     (155,421)     (192,780)     37,359     (19.4)
Cost of equipment and handsets     (131,773)     (168,965)     37,192     (22.0)
Programming and content costs     (161,655)     (178,875)     17,220     (9.6)
Bad debt expenses     (58,695)     (73,462)     14,767     (20.1)
Other operating expenses     (135,333)     (146,535)     11,202     (7.6)
Total operating costs     (2,030,045)     (2,266,268)     236,223     (10.4)

 

Total operating costs without depreciation, amortization and impairment of Fixed Assets totaled $2,030,045 million in 9M24, which represents a decrease of $236,223 million or 10.4% compared to 9M23.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in operating costs without depreciation, amortization and impairment of Fixed Assets amounted to $380,873 million and $1,750,502 million in 9M24 and 9M23, respectively.

 

V

 

 

Employee benefit expenses and severance payments

 

Employee benefit expenses and severance payments amounted to $694,524 million in 9M24, decreasing $71,916 million or 9.4% compared to 9M23. The decrease was mainly due to a reduction of 6.1% in headcount from 21,562 employees in 9M23 to 20,247 employees in 9M24, partially offset by increases in salaries agreed to by the Company with several trade unions for unionized employees, and also for non-unionized employees, together with related social security charges and higher severance payments.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in employee benefit expenses and severance payments amounted to $112,432 million and $588,649 million in 9M24 and 9M23, respectively.

 

Interconnection and transmission costs

 

Interconnection and transmission costs (including charges for termination from third parties’ mobile networks, roaming and cost of international outbound calls and lease of circuits) amounted to $85,295 million in 9M24, decreasing $7,776 million or 8.4% compared to 9M23. The decrease was mainly due to the new dynamics of the business that imply an optimization of links and sites and at lower levels of interconnection traffic, partially offset by increases in the exchange rate in relation to services set in dollars.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Interconnection and transmission costs amounted to $15,809 million and $71,689 million in 9M24 and 9M23, respectively.

 

Fees for services, maintenance, materials and supplies

 

Fees for services, maintenance, materials and supplies amounted to $384,474 million in 9M24, decreasing $16,022 million or 4.0% compared to 9M23. The decrease is mainly explained by the efficiency and management of resources through which Fees for services decreased $26,415 million as compared to 9M23, partially offset by higher cost of maintenance, materials and supplies for $9,900 million as compared to 9M23.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Fees for services, maintenance, materials and supplies amounted to $89,014 million and $310,263 million in 9M24 and 9M23, respectively.

 

Taxes and fees with the Regulatory Authority

 

Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, amounted to $222,875 million in 9M24, decreasing $22,769 million or 9.3% compared to 9M23. The decrease was mainly due to the effect of the decrease in revenues in 9M24, Taxes and fees with the Regulatory Authority represent 7.8% of revenues in 9M24 and 9M23, respectively.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Taxes and fees with the Regulatory Authority amounted to $36,133 million and $189,166 million in 9M24 and 9M23, respectively.

 

Commissions and advertising

 

Commissions and advertising, amounted to $155,421 million in 9M24, decreasing $37,359 million or 19.4% compared to 9M23. The decrease is mainly due to lower charges for credit card finance charges, collection commissions and agent commissions, compared to 9M23, partially offset by an increase in advertising costs related to Flow and Personal Pay product campaigns.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Commissions and advertising amounted to $24,377 million and $148,204 million in 9M24 and 9M23, respectively.

 

Cost of equipment

 

Cost of equipment amounted to $131,773 million in 9M24, decreasing $37,192 million or 22.0% compared to 9M23. This decrease is mainly due to a 22% decrease in handsets sold compared to 9M23.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Cost of equipment amounted to $43,109 million and $134,050 million in 9M24 and 9M23, respectively.

 

VI

 

 

Programming and content costs

 

Programming and content costs amounted to $161,655 million in 9M24, decreasing $17,220 million or 9.6% compared to 9M23. The decrease was mainly due to commercial efficiency, partially offset by price increases in almost all cable television signals.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Programming and content costs amounted to $26,027 million and $137,790 million in 9M24 and 9M23, respectively.

 

Bad debt expenses

 

Bad debt expenses amounted to $58,695 million in 9M24, decreasing $14,767 million or 20.1% compared to 9M23, representing 2.1% and 2.3% of the revenues in 9M24 and 9M23, respectively. The decrease is mainly due to continuing credit recovery actions.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Bad debt expenses amounted to $10,570 million and $57,360 million in 9M24 and 9M23, respectively.

 

Other operating expenses

 

Other operating expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) amounted to $135,333 million in 9M24, decreasing $11,202 million or 7.6% compared to 9M23. The decrease is mainly due to lower charges in legal claims and contingent liabilities and postage, freight and travel expenses, partially offset by higher insurance costs, rental charges and energy costs.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in Other operating expenses amounted to $23,402 million and $113,331 million in 9M24 and 9M23, respectively.

 

Depreciation, amortization and impairment of Fixed Assets

 

Depreciation, amortization and impairment of Fixed Assets amounted to $928,662 million in 9M24, a decrease of $147,851 million or 13.7% compared to 9M23.

 

The variation is due to the effect of those assets that ended their useful life after September 30, 2023, partially offset by the impact of the amortization of the CAPEX subsequent to that same date.

 

The effect generated by the restatement in current currency as of September 30, 2024 included in depreciation, amortization and impairment of Fixed Assets amounts to $774,118 million and $1,010,238 million in 9M24 and 9M23, respectively.

 

·Operating loss

 

Operating loss amounted to $106,366 million and $157,687 million in 9M24 and 9M23, respectively. representing a decrease of $51,321 million as compared to 9M23. Operating loss represented (3.7)% and (5.0)% of revenues in 9M24 and 9M23, respectively.

 

·Financial results, net

 

  9M24     9M23     Variation
  $ million     $ million     %
Interests on borrowings (87,136)     (90,456)     3,320     (3.7)
Remeasurement in borrowings (86,875)     46,220     (133,095)     n/a
Foreign currency exchange gains on borrowings 1,522,114     70,484     1,451,630     n/a
Borrowings renegotiation results and repurchase Notes 2,384     (1,608)     3,992     n/a
Total financial results from borrowings 1,350,487     24,640     1,325,847     n/a
Other foreign currency exchange gains (losses) 167,410     (12,688)     180,098     n/a
Fair value gains/(losses) on financial assets at fair value through profit or loss (44,741)     (40,043)     (4,698)     11.7
Other interests, net 15,597     20,215     (4,618)     (22.8)
RECPAM 108,816     250,303     (141,487)     (56.5)
Other (109,015)     (52,354)     (56,661)     108.2
Total other financial results, net 138,067     165,433     (27,366)     (16.5)
Total financial results, net 1,488,554     190,073     1,298,481     n/a

 

VII

 

 

Telecom incurred in a financial gain, net of $1,488,554 million in 9M24 (compared to a gain of $190,073 million in 9M23). Financial Results, net in 9M24 mainly included (i) foreign exchange gains measured in real terms of $1,689,524 million as a result of the U.S. dollar appreciating 20.0% against the Argentine Peso compared to a 101.6% inflation (compared to a gain of $57,796 million in 9M23 and 97.5% devaluation of the Argentine Peso against the U.S. dollar compared to a 103.2% inflation in 9M23) and (ii) the Inflation Adjustment Gain (Loss) (Resultado por exposición a los cambios en el poder adquisitivo de la moneda, or RECPAM), which amounted to a gain of $108,816 million (compared to a gain of $250,303 million in 9M23). These effects were partially offset by (i) interest on borrowings, measured in real terms, of $87,136 million (compared to $90,456 million in 9M23), (ii) losses from remeasurement in borrowings of $86,875 million (compared to a gain of $46,220 million in 9M23), (iii) fair value losses on financial assets at fair value through profit or loss of $44,741 million (compared to a loss of $40,043 million in 9M23), and (iv) other financial results of $91,034 million (compared to $33,747 million in 9M23). Other financial results include the effect of PAIS tax (“Spanish acronym for the phrase “For an Inclusive and Supportive Argentina”) of $45,018 million in 9M24.

 

·Income tax benefit (expense)

 

Telecom’s income tax includes the following effects: (i) the current tax payable pursuant to tax legislation applicable to Telecom, and (ii) the effect of applying the deferred tax method on temporary differences arising out of the Company’s asset and liability valuation according to tax versus financial accounting criteria, including the income tax inflation effect.

 

Income tax expense amounted to $422,092 million in 9M24 compared to a benefit of $234,411 million in 9M23. It includes the following effects: (i) current tax expenses, Telecom’s generated $21,991 million tax expense in 9M24 (compared to an expense of $3,575 million in 9M23), (ii) regarding the deferred tax in 9M24, Telecom recorded a deferred tax expense of $400,101 million compared to a gain of $237,986 million in 9M23.

 

·Net income

 

Telecom recorded net income of $951,912 million in 9M24 as compared to net income of $263,157 million in 9M23 and represented a 33.4% of revenues as compared to 8.3% in 9M23. The increase in 9M24 compared to 9M23 was mainly due to an increase in income before income tax of $1,374,004 million, which was partially offset by a decrease in income tax benefit (expense) of $422,092 million.

 

Net income attributable to controlling shareholders amounted to $938,639 million in 9M24 compared to a gain of $251,230 million in 9M23.

 

·Adjusted EBITDA

 

An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standard 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures and depreciation, amortization and impairment of Fixed Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of property, plant and equipment (PP&E) and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, Accordingly; our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.

 

The following table shows the reconciliation of Net income to Adjusted EBITDA:

 

    9M24 9M23   Variation
    $ million   $ million   %
Net income     951,912   263,157   688,755   n/a
Income tax (benefit) expense     422,092   (234,411)   656,503   n/a
Other financial results, net     (138,067)   (165,433)   27,366   (16.5)
Financial results from borrowings     (1,350,487)   (24,640)   (1,325,847)   n/a
Losses from associates and joint ventures     8,184   3,640   4,544   124.8
Operating loss     (106,366)   (157,687)   51,321   (32.5)
Depreciation, amortization and impairment of Fixed Assets     928,662   1,076,513   (147,851)   (13.7)
Adjusted EBITDA     822,296   918,826   (96,530)   (10.5)

 

VIII

 

 

Our consolidated Adjusted EBITDA amounted to $822,296 million in 9M24, representing a decrease of $96,530 million or 10.5% as compared to 9M23. Adjusted EBITDA represented 28.8% of our total consolidated revenues in both 9M24 and 9M23, respectively.

 

Liquidity and Capital Resources

 

·Sources and Uses of Funds

 

We expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures, operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to be sufficient. Telecom Argentina has accessed the domestic and international capital markets during 2024 to refinance its outstanding debt, as necessary.

 

·Borrowings Developments during 9M24

 

The most relevant borrowings developments for the nine-months period ended September 30, 2024 were the following:

 

Issuance of Notes

 

Series Currency Principal value
(in millions)
Issuance
date
Maturity
date
Amortization Interest
rate
Interest
payment
date
20 US$ linked 59.7 06/2024 06/2026 In one installment at maturity date Annual fixed rate of 5.00% Quarterly basis
21.6 06/2024 06/2026 In one installment at maturity date Annual fixed rate of 5.00% Quarterly basis
21 US$ 500 (1) 07/2024 07/2031 In three installment of:
33% at 07/2029
33% at 07/2030
34% at 07/2031
Annual fixed rate of 9.50% Semi annual
115.3 (2) 07/2024 07/2031 In three installment of:
33% at 07/2029
33% at 07/2030
34% at 07/2031
Annual fixed rate of 9.50% Semi annual
1.9 (2) 08/2024 07/2031 In three installment of:
33% at 07/2029
33% at 07/2030
34% at 07/2031
Annual fixed rate of 9.50% Semi annual
22 US$ linked 33.7 08/2024 02/2026 In one installment at maturity date Annual fixed rate of 2% Quarterly basis

(1)                      Series 21 Notes: The Company has used US$482 million obtained from Series 21 Notes to make the following payment, prepayment and repurchase of the following borrowings: a) IFC loan of US$ 299 million, b) IDB of US$ 135 million, c) Interest and related expenses of US$28 million and d) Repurchase of Series 5 Notes of US$19.7 million.

(2)                      Additional Series 21 Notes: During July and August, 2024, the Company exchanged US$115.3 million ($111,128 million in current currency as of September 30, 2024) and US$1.9 million ($1,898 million in current currency as of September 30, 2024), respectively, of Series 21 Notes for part of its Series 1 Notes maturing in 2026.

 

 

For more information, see Note 11 of our unaudited condensed consolidated financial statements.

 

For more information, related to subsequent events to September 30, 2024 see Note 26 to the unaudited condensed consolidated financial statements.

 

IX

 

 

Cash Flow

 

The table below summarizes, for the nine-months period ended September 30, 2024 and September 30, 2023. Telecom’s consolidated cash flows.

 

    9M24   9M23   Variation  
    $ million  
Cash flows provided by operating activities   479,006   943,912   (464,906)  
Cash flows used in investing activities   (249,793)   (661,203)   411,410  
Cash flows used in financing activities   (312,581)   (229,147)   (83,434)  
Net foreign exchange differences and RECPAM on cash and cash equivalents   (55,896)   2,926   (58,822)  
Increase (Decrease) in cash and cash equivalents   (139,264)   56,488   (195,752)  
Cash and cash equivalents at the beginning of the year   322,074   251,422   70,652  
Cash and cash equivalents at the end of the period   182,810   307,910   (125,100)  

 

As of September 30, 2024 and September 30, 2023, we had $182,810 million and $307,910 million in cash and cash equivalents, respectively.

 

Cash flows provided by operating activities were $479,006 million and $943,912 million in 9M24 and 9M23, respectively.

 

Net cash provided by operating activities decreased $464,906 million, or (49.3)% in 9M24 compared to 9M23, primarily due to a $382,796 million decrease in net cash outflows in connection with changes in our assets and liabilities which was partially offset by (i) $81,904 million increase in net loss adjusted for non-cash income and expense and (ii) a $206 million increase in cash outflows used to pay income tax.

 

The decrease was primarily due to an increase in trade payable payments, mostly due to settlements of outstanding foreign currency payables (which was settled using government bonds also) an increase in payments of other liabilities partially offset by an increase in cash flows related to other receivables.

 

Cash flows used in investing activities were $249,793 million and $661,203 million in 9M24 and 9M23, respectively.

 

In 9M24, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of $235,797 million and payment for investments not considered as cash and cash equivalents of $263,210 million partially offset by proceeds from sale of investments not considered as cash and cash equivalents of $251,175 million.

 

In 9M23, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of $406,296 million and payment for investments not considered as cash and cash equivalents of $317,258 million, partially offset by proceeds from sale of investments not considered as cash and cash equivalents of $12,030 million and Proceeds from DFI liquidations of $47,559 million.

 

Cash flows used in financing activities were $312,581 million and $229,147 million in 9M24 and 9M23, respectively.

 

In 9M24, cash flows used in financing activities included payments for borrowings, interest, DFI and related expenses and leases liabilities for $1,127,222 million, payment for repurchase Notes for $19,151 million and dividends paid to non-controlling interests in subsidiaries for $8,890 million offset by proceeds from borrowings for $842,682 million.

 

In 9M23, cash flows used in financing activities included payments for borrowings, interest, DFI and related expenses and leases liabilities for $749,041 million and dividends paid to non-controlling interests in subsidiaries for $8,102 million offset by proceeds from borrowings for $527,996 million.

 

·Liquidity

 

The liquidity position of Telecom is and will be significantly dependent on its operating performance, its indebtedness, capital expenditure programs and dividends from its subsidiaries, if any.

 

X

 

 

Working Capital

 

Operating Working Capital is a non-GAAP measure, defined as the difference between the Company’s operating current assets and operating current liabilities. The management believes that this measure is useful for assessing the company’s efficiency in managing its short-term assets and liabilities and ensuring operational continuity. For reconciliation of Operating Working Capital to the most directly comparable IFRS measure, see “Reconciliation.”

 

Net Current Financial Liability is a non-GAAP measure, defined as the difference between the Company’s financial assets and financial liabilities. The management believes that this measure is useful for assessing our solvency and liquidity because it provides a view of our ability to meet its short and long term financial obligations. For reconciliation of Net Current Financial Liability to the most directly comparable IFRS measure, see “Reconciliation.”

 

Working Capital is a non-GAAP measure, defined as the difference between our current assets and current liabilities. The management believes that this metric is useful for measuring our short-term financial health and operational efficiency and assessing our ability to manage our liquidity and sustain our operational activities. For reconciliation of Working Capital to the most directly comparable IFRS measure, see “Reconciliation.”

 

Telecom’s working capital breakdown and its main variations are disclosed below:

 

    As of
September 
30, 2024
  As of
December 31,
2023
  Variation  
    $ million  
Trade receivables   255,798   267,836   (12,038)  
Other receivables (without DFI)   61,226   65,494   (4,268)  
Inventories   53,100   63,557   (10,457)  
Current liabilities (not considering borrowings)   (761,572)   (1,095,070)   333,498  
Operating working capital - negative   (391,448)   (698,183)   306,735  
As % of Revenues   13.7%   21.9%      
               
Cash and cash equivalents   182,810   322,074   (139,264)  
DFI   -   3,123   (3,123)  
Investments   162,829   249,897   (87,068)  
Current borrowings   (1,029,938)   (1,135,863)   105,925  
Net Current financial liability   (684,299)   (560,769)   (123,530)  
Assets classified as held for sale   1,997   -   1,997  
Negative working capital (current assets — current liabilities)   (1,073,750)   (1,258,952)   185,202  
Liquidity rate (current assets / current liabilities)   0.40   0.44   0.04  

 

Telecom has a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E and Intangible asset) for longer terms than those it provides to its customers. As a result, Telecom has a negative working capital, which amounted to $1,073,750 million as of September 30, 2024 (decreasing $185,202 million compared to December 31, 2023).

 

Telecom had consolidated cash and cash equivalents amounting to $182,810 million and $332,074 million as of September 30, 2024 and December 31, 2023, respectively.

 

Reconciliation:

 

In addition to our financial information that has been prepared and presented in accordance with IFRS Accounting Standards, these this operating and financial review and prospect as of September 30, 2024 contain certain “non-GAAP financial measures” (as defined in Item 10(e) of Regulation S-K under the Securities Act). These measures include Adjusted EBITDA, Operating Working Capital, Net Current Financial Liability and Working Capital. Our management believes these financial reporting measures to be useful indicators of our operational performance and liquidity. Our calculation of these non-GAAP financial measures may be different from the calculation used by other companies, including our competitors in the telecommunications industry, and therefore, our measures may not be directly comparable to those of other companies. 

 

For our definition of Adjusted EBITDA and its reconciliation to the most directly comparable IFRS measure, see “Depreciation, amortization and impairment of Fixed Assets—Adjusted EBITDA” herein. 

 

For our definitions of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, see “Working Capital” herein.

 

The following tables shows a reconciliation of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, in each case the most directly comparable IFRS measure :

 

(i)Operating Working Capital

 

    As of September 30,
2024
As of December 31,
2023
    $ million
Trade receivables (current)   255,798 267,836
Other receivables (current)   61,226 68,617
Other Receivables - current (DFI)   - (3,123)
Inventories   53,100 63,557
Current liabilities   (1,791,510) (2,230,933)
Borrowings (current)   1,029,938 1,135,863
Operating working capital - negative   (391,448) (698,183)

 

XI

 

 

 

(ii)Net Current Financial Liability

 

    As of September 30,
2024
As of December 31,
2023
    $ million
Current liabilities   (1,791,510) (2,230,933)
Trade payables (current)   392,697 719,350
Salaries and social security payables (current)   172,409 183,721
Income tax payables   2,160 3,149
Other taxes payables (current)   67,507 78,915
Dividend payables   647 -
Leases liabilities (current)   63,237 57,926
Other liabilities (current)   59,494 41,244
Provisions (current)   3,421 10,765
Cash and cash equivalents   182,810 322,074
Other Receivables - current (DFI)   - 3,123
Investments (current)   162,829 249,897
Net Current financial liability   (684,299) (560,769)

 

(iii)Negative Working Capital

 

    As of September 30,
2024
As of December 31,
2023
    $ million
Current assets   717,760 971,981
Current liabilities   (1,791,510) (2,230,933)
Negative working capital (current assets — current liabilities)   (1,073,750) (1,258,952)

 

Compliance with covenants

 

The Company has complied with: a) the EBITDA/ Net Interest ratio and b) the Net Debt/EBITDA ratio established in the waivers obtained in March 2024, and is also in compliance with the rest of the commitments assumed and in force on September 30, 2024.

 

For more information on our financial ratio waivers, see Note 11 of our unaudited condensed consolidated financial statements.

 

Capital Expenditures

 

CAPEX and Rights of use assets additions composition 9M24 and 9M23 is as follows:

 

  9M24 9M23   Variation
  $ million   $ million %
PP&E 343,304 416,901   (73,597) (17.7)
Intangibles assets 28,698 38,016   (9,318) (24.5)
Total CAPEX 372,002 454,917   (82,915) (18.2)
Rights of use assets 166,117 123,767   42,350 34.2
Total CAPEX and Right of use asset additions 538,119 578,684   (40,565) (7.0)

 

Our main CAPEX projects are related to the expansion of cable television and Internet services in order to improve the transmission and speed offered to customers; the deployment of 4G and the expansion of 5G services to support the growth of mobile Internet services, improvement of the quality service.

 

In terms of infrastructure, during 2024 we have continued to improve the services we provide by deploying the 4G / LTE network, together with the technological reconversion of our 2G / 3G networks to 4G and LTE, and the deployment of fiber optics to connect homes with Broadband, which also had an impact on fixed and data network. The deployment of 4G/LTE reached a coverage of 97% of urban population. Additionally, we reached a coverage of 98% of the population of major cities of Argentina. Our customers with access to our 4G network, according to the latest benchmark of September 30, 2024 carried out by Ookla, perceived a better service experience reaching average speeds of 66.1 Mbps, compared to 34.3 Mbps as of September 30, 2023. In addition, approximately 77% of the calls are made by Volte, a technology that allows making and receiving voice calls over the 4G Network with substantial improvements in audio and video quality. During 2024 we have continued with the expansion of our 5G network and are planning to reach 112 sites in 2024.

 

XII

 

 

Additionally, we continued to deploy the mobile sites connectivity in order to achieve better quality and capacity, replacing radio links with high capacity fiber optics connections. Finally, the plan to connect remote and low-density areas through satellite backhaul continued.

 

 

3.Telecom Group’s activities for the three-month periods ended September 30, 2024 (“3Q24”) and 2023 (“3Q23”)

 

  3Q24 3Q23  Variation
  $ million $ million %
Revenues 983,141 1,030,218 (47,077) (4.6)
Operating costs without depreciation, amortization and impairment of fixed assets (715,997) (722,811) 6,814 (0.9)
Depreciation, amortization and impairment of fixed assets (303,880) (364,556) 60,676 (16.6)
Operating loss (36,736) (57,149) 20,413 (35.7)
Losses from associates and joint ventures (4,851) (261) (4,590) n/a
Financial results, Net 46,774 78,596 (31,822) (40.5)
Income before income tax 5,187 21,186 (15,999) (75.5)
Income tax benefit (expense) (16,730) 77,802 (94,532) (121.5)
Net income (loss) (11,543) 98,988 (110,531) (111.7)
         
Attributable to:        
Controlling Company (16,361) 93,618 (109,979) n/a
Non-controlling interest 4,818 5,370 (552) (10.3)
  (11,543) 98,988 (110,531) n/a
         
Earnings (losses) per share attributable to the Controlling Company – Basic and diluted (in Argentine pesos) (7.60) 43.47    
Adjusted EBITDA 267,144 307,407 (40,263) (13.1)

 

Revenues in 3Q24 amounted to $983,141 million and operating costs (without depreciation, amortization and impairment of fixed assets) amounted to $715,997 million, therefore, adjusted EBITDA amounted to $267,144 million (equivalent to 27.2% of consolidated revenue in 3Q24 vs. 29.8% in 3Q23). Depreciation, amortization and impairment of fixed assets amounted to $303,880 million (equivalent to 30.9% of consolidated revenues) and operating loss amounted to $36,736 million (equivalent to 3.7% of consolidated revenue in 3Q24 vs. 5.5% in 3Q23).

 

Services revenues amounted to $918,942 million in 3Q24 -equivalent to 93.5% of consolidated revenues-, and equipment revenues amounted to $64,199 million in 3Q24 –equivalent to 6.5% of consolidated revenues.

 

Mobile services revenues amounted to $401,005 million in 3Q24 –equivalent to 43.6% of consolidated services revenues– which were mainly generated by customers in Argentina.

 

Internet services revenues amounted to $256,708 million in 3Q24 –equivalent to 27.9% of consolidated services revenues.

 

Cable television services revenues amounted to $141,214 million in 3Q24 –equivalent to 15.4% of consolidated service revenues– and they are mainly composed of services revenues provided in Argentina and Uruguay.

 

Finally, Fixed and data services revenues amounted to $109,506 million in 3Q24 –equivalent to 11.9% of consolidated service revenues.

 

Operating costs without depreciation, amortization and impairment of fixed assets amounted to $715,997 million in 3Q24, being the main components, employee benefit expenses and severance payments (amounted to $252,230 million); fees for services, maintenance, materials and supplies (amounted to $127,724 million); taxes and fees with the Regulatory Authority (amounted to $77,864 million); commissions and advertising (amounted to $58,243 million) and programming and content costs (amounted to $56,939 million).

 

Financial results, net amounted to a gain of $46,774 million in 3Q24, mainly due to net foreign exchange gains, measured in real terms, amounting to $119,059 million and the net gain on restatement in current currency amounting to $21,951 million, partially offset by other taxes and bank expenses amounting to $28,804 million, fair value losses on financial assets at fair value through profit or loss of $27,835 million, interests on borrowings amounting to $27.570 million, other financial results amounting to $6,144 million and losses from remeasurement in borrowings amounting to $3,883 million.

 

Income tax gain amounted to $16,730 million in 3Q24. Telecom Argentina obtained a net loss amounting to $11,543 million in 3Q24, which represents -1.2% of consolidated revenues.

 

Net loss attributable to the controlling shareholders amounted to $16,361 million in 3Q24.

 

XIII

 

 

Our consolidated Adjusted EBITDA amounted to $267,144 million in 3Q24. Adjusted EBITDA represented 27.2% of our total consolidated revenues.

 

The following table shows the reconciliation of Net income (loss) to Adjusted EBITDA:

 

    3Q24   3Q23
    $ million
Net income (loss)   (11,543)   98,988
Income tax (benefit) expense   16,730   (77,802)
Other financial results, net   45,629   (72,257)
Financial results from borrowings   (92,403)   (6,339)
Losses from associates and joint ventures   4,851   261
Operating loss   (36,736)   (57,149)
Depreciation, amortization and impairment of Fixed Assets   303,880   364,556
Adjusted EBITDA   267,144   307,407

 

4.Trend information

 

Telecom is a fundamental pillar in the development of the digital economy in Argentina. As a key player in the ICT industry, our Company drives essential solutions for the 4.0 economy, transforming the digital lives of individuals, communities, and organizations throughout the country.

 

We provide high-quality connections, boost the digital lives of our customers, and develop innovative products and services that reaffirm our leadership as a technology company.

 

During the first nine months of 2024, we have navigated the context of a new national government in a socio-economic scenario that remains challenging.

 

The main macro and microeconomic variables continue to pose obstacles to societal sustainability. Nevertheless, we remain confident that trends toward a slowdown in inflation, exchange rate stability, and improved conditions for acquiring technological equipment will be reinforced.

 

Telecom remains committed to its customers by offering a comprehensive ecosystem of digital, connectivity, and entertainment services, essential for the digital lives of individuals and organizations. To ensure the sustainability of the business, we continue to focus on achieving an optimal balance between revenues and costs through an operational efficiency plan, a balanced pricing policy, and commercial promotions, all adapted to a highly competitive market.

 

This commitment is also reflected in the continuity of our investment plan, which over the past years has been key to the reconversion of our systems and infrastructure, fundamental pillars of our digital transformation. Additionally, we continue to develop new services and solutions essential for our customers' digital evolution.

 

We connect Argentina with the most advanced technology on a global level. We continue to expand our fiber optic network and enhance our 4G network, bringing high-speed connections to every corner of the country to strengthen services both inside and outside the home. Additionally, we remain focused on the growth of digital platforms such as Flow and Personal Pay, our digital wallet, which continues to increase its user base.

 

Personal 5G, the first fifth-generation network in Argentina, continues its expansion with new mobile sites in major cities across the country. This technology supports areas with the highest concentration of compatible devices, with planning adjusted to the evolution of demand, considering the intensive and dollarized investments required. Our goal is to create new business opportunities and generate value for industries, cities, and entrepreneurs.

 

The 5G standard represents not only a technological advance but also a catalyst for innovation and development, transforming industries and enhancing economic competitiveness as the value chain grows in this ecosystem.

 

From a regulatory perspective, on April 9, 2024, the National Government repealed Decree No. 690/20, which had declared ICT Services as essential public services restricting competition and the freedom to set prices. The measure was endorsed by the ruling of the Federal Administrative Litigation Court No. 8, which resolved to conclude the annulment process of the aforementioned decree and ENACOM Resolutions No. 1466/2020 and No. 1467/2020. The repeal of this regulation has reduced the uncertainty that affected the sector in recent years.

 

Digital transformation is a key element in the evolution of the business model we are building, leveraging the opportunities offered by service platformization and our regional presence.

 

XIV

 

 

As part of this strategy, Telecom leads the GSMA's Open Gateway initiative in Argentina, promoting digital innovation and development through the standardization and monetization of network assets. Just one year after joining this global project driven by the GSMA, we have implemented four security and anti-fraud service applications and partnered with Intraway to continue driving this new business paradigm along with mobile operators in Latin America, accelerating the development of innovative solutions for the 4.0 economy.

 

In September 2024, Telecom celebrated a significant milestone: The 30th anniversary of its listing on the New York Stock Exchange, being the only Argentine technology company to reach three uninterrupted decades in this international market.

 

  Carlos Moltini
  Chairman of the Board of Directors

 

XV

 

 

CAPSULE FINANCIAL INFORMATION ILLUSTRATING THE EFFECTS OF INFLATION FROM

DECEMBER 31, 2023 TO SEPTEMBER 30, 2024

(In millions of Argentine pesos in current currency - except per share data in Argentine pesos in current currency)

 

Financial Statements – Application of Accounting Standards

 

We prepared our audited consolidated financial statements as of December 31, 2023 and 2022 and for our fiscal years ended December 31, 2023, 2022 and 2021 (our “Annual Financial Statements”) in Pesos in current currency as of December 31, 2023 and in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (IFRS). Our Annual Financial Statements are included in Item 18 of our 2023 20-F.

 

We prepared our unaudited condensed consolidated financial statements as of September 30, 2024 and for the Nine-month periods ended September 30, 2024 and 2023 (our “Q2 2024 Unaudited Financial Statements”) in Pesos in current currency as of September 30, 2024 and in accordance with IAS 34 “Interim Financial Reporting”. Our Q3 2024 Unaudited Financial Statements do not include all the information and disclosures required in our Annual Financial Statements and should be read in conjunction with them. Our results for the nine-months period ended September 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any future period. Our Q3 2024 Unaudited Financial Statements are included elsewhere herein.

 

We refer to our Annual Financial Statements and our Q3 2024 Unaudited Financial Statements together as our “Financial Statements”.

 

Financial Statements – Application of IAS 29 “Financial Reporting in Hyperinflationary Economies” (“IAS 29”)

 

IAS 29 requires for financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether they are based on a historical cost approach or a current cost approach, to be stated in terms of the measuring unit current at the end of the reporting year/ period. This requirement also includes the comparative information of the financial statements. In general terms, by applying to non-monetary items the change in a general price index from the date of acquisition or the date of revaluation, as appropriate, to the end of the reporting period.

 

In order to determine whether an economy is categorized as a high inflation economy under IAS 29, the standard details several factors to be assessed, including the existence of a cumulative inflation rate over six years approaching, or exceeding, 100%.

 

The table below shows the evolution of the indexes as of September 30, 2024 and December 31, 2023, 2022 and 2021, respectively.

 

  As of
December 
31, 2021
As of
December 
31, 2022
As of
December
31, 2023
As of
September 30,
2024
National Consumer Price Index (National CPI) (December 2016=100) 582.46 1,134.59 3,533.19 7,122.2
Variation in Prices        
Annual 50.9% 94.8% 211.4% 209.0%
Accumulated nine months n/a n/a n/a 101.6%

 

Our Annual Financial Statements have been measured in terms of current pesos as of December 31, 2023 applying the guidance in IAS 29. Our Q3 2024 Unaudited Financial Statements have been measured in terms of current pesos as of September 30, 2024 applying the guidance in IAS 29.

 

 

 

 

We have not recast our Annual Financial Statements to measure them in terms of current pesos as of September 30, 2024, the most recent financial period for which consolidated financial statements are available. Therefore, the Annual Financial Statements and the Q3 2024 Unaudited Financial Statements are not comparable.

 

We have included herein unaudited supplemental selected financial data for the years ended December 31, 2023, 2022 and 2021 recast in Pesos in current currency as of September 30, 2024, the most recent financial period for which financial statements are available. We believe the presentation of this supplemental selected financial data helps to bridge a reader to better understand the impact the inflation for the Nine-month period ended September 30, 2024 would have had on the Annual Financial Statements should they had been presented on a comparative basis together with the Unaudited Interim Consolidated Financial Statements. The inflation rate in Argentina for the Nine-month period ended September 30, 2024 was 101.6%.

 

The following tables summarize selected statements of financial position as of December 31, 2022, income statement data and cash flow data for the years ended December 31, 2023, 2022 and 2021 recast in Pesos in current currency as of September 30, 2024, the most recent financial period for which financial statements are available. The statements of financial position as of December 31, 2023 recast in Pesos in current currency as of September 30, 2024 is included in the Q3 2024 Unaudited Financial Statements as the comparative information to September 30, 2024.

 

Supplemental selected consolidated statements of financial position data recast in millions of Pesos in current currency as of September 30, 2024

 

  As of December 31, 2022
  $ million
Current assets 709,218
Assets 10,853,419
Current liabilities 1,809,846
Liabilities 5,752,727
Equity 5,100,692
Liabilities and Equity 10,853,419

 

Supplemental selected consolidated income statement data recast in millions of Pesos - except per share data in Pesos - in current currency as of September 30, 2024

 

    For the years ended December 31,
    2023 2022 2021
    $ million
Revenues   4,150,754 4,577,354 5,202,890
Employee benefit expenses and severance payments   (1,037,057) (1,146,653) (1,122,804)
Interconnection and transmission costs   (122,547) (140,959) (186,620)
Fees for services maintenance materials and supplies   (521,524) (555,273) (604,436)
Taxes and fees with the Regulatory Authority   (318,879) (351,476) (400,378)
Commissions and advertising   (243,111) (277,246) (298,263)
Cost of equipment and handsets   (223,912) (216,820) (256,312)
Programming and content costs   (234,181) (287,134) (353,988)
Bad debt expenses   (90,010) (115,139) (97,614)
Other operating expenses   (191,582) (228,792) (259,011)
Depreciation amortization and impairment of Fixed Assets   (1,420,059) (3,109,319) (1,657,543)
Operating loss   (252,108) (1,851,457) (34,079)
Earnings (losses) from associates and joint ventures   (3,806) 5,140 4,834
Finance costs   (1,278,642) 186,714 350,944
Other financial results net   349,378 202,346 207,247
Income (loss) before income tax   (1,185,178) (1,457,257) 528,946
Income tax benefit (expense)   681,862 166,377 (407,405)
Net income (loss) for the year   (503,316) (1,290,880) 121,541

 

 

 

 

    For the years ended December 31,
    2023 2022 2021
    $ million
Attributable to:        
Controlling Company   (519,534) (1,304,646) 105,949
Non-controlling interest   16,218 13,766 15,592
    (503,316) (1,290,880) 121,541
         
Earnings per share for income (loss) attributable to the Controlling Company-Basic and diluted   (241.23) (605.77) (49.19)
         
         
Adjusted EBITDA (*)   1,167,951 1,257,862 1,623,464

(*) Adjusted EBITDA is a non-GAAP measure, for further information on the use of adjusted EBITDA, see “Adjusted EBITDA” in our “Operating and financial review and prospects as of September 30, 2024”.

 

Reconciliation of net income (loss) to Adjusted EBITDA

 

    For the years ended December 31,
    2023 2022 2021
    $ million
Net income (loss) for the year   (503,316) (1,290,880) 121,541
Income tax benefit (expense)   (681,862) (166,377) 407,405
Other financial results, net   (349,378) (202,346) (207,247)
Finance costs   1,278,642 (186,714) (350,944)
Earnings (losses) from associates and joint ventures   3,806 (5,140) (4,834)
Operating loss   (252,108) (1,851,457) (34,079)
Depreciation, amortization and impairment of Fixed Assets   1,420,059 3,109,319 1,657,543
Adjusted EBITDA   1,167,951 1,257,862 1,623,464

 

Supplemental selected consolidated statement of cash flow data recast in millions of Pesos in current currency as of September 30, 2024

 

    For the years ended December 31,  
    2023   2022   2021  
    $ million  
Cash flows provided by operating activities   1,245,159    1,343,509    1,590,064  
Cash flows used in investing activities   (1,196,798)   (1,041,202)   (1,407,653)  
Cash flows used in financing activities   (145,219)   (287,499)   (248,181)  
Net foreign exchange differences and RECPAM on cash and cash equivalents   167,510   (6,106)   (33,464)  
Increase/ (Decrease) in cash and cash equivalents   70,652   8,702   (99,234)  
Cash and cash equivalents at the beginning of the year   251,422   242,720   341,954  
Cash and cash equivalents at the end of the year   322,074   251,422   242,720  

 

The management’s discussion and analysis on the results of operations and liquidity included in our 20-F for the year ended December 31, 2023 continue to be applicable.

 

 

 

 

CORPORATE INFORMATION

 

BYMA  

 

  Market quotation ($/share) Volume of shares
Quarter High Low traded (in millions)
3Q23 959,80 621,60 11.9
4Q23 1,752.45 773,30 10.6
1Q23 2,073.15 1,333.80 8.5
2Q24 2,191.65 1,489.1 10.9
3Q24 2,090.00 1,560.00 12.3

 

NYSE*  

 

  Market quotation (US$/ADR) Volume of ADRs
Quarter High Low traded (in millions)
3Q23 6.43 4.79 8.0
4Q23 8.64 4.60 11.0
1Q23 7.97 6.53 8.7
2Q24 9.65 6.89 15.9
3Q24 8.56 5.86 11.3

* 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
  General Hornos 690
  (1272) Autonomous City of Buenos Aires
  Argentina
  https://inversores.telecom.com.ar/ar/es/contacto.html

 

  Outside Argentina
  JPMorgan Chase Bank N.A.
  383 Madison Avenue, Floor 11.
 

New York, NY10179

Attn: Depositary Receipts Group

Tel: +1 212 622 5935

 

·INTERNET http://institucional.telecom.com.ar/inversores/

 

·DEPOSIT AND TRANSFER AGENT FOR ADSs

 

  JPMorgan Chase Bank N.A.
  383 Madison Avenue, Floor 11
  New York, NY10179
 

Attn: Depositary Receipts Group

adr@jpmorgan.com www.adr.com

 

 

 

 

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: November 27, 2024 By: /s/ Luis Fernando Rial Ubago
      Name: Luis Fernando Rial Ubago
      Title: Responsible for Market Relations

 

 


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