UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of February 2026
Commission File Number: 001-13464
(Translation of registrant’s name into English) |
General Hornos, No. 690, 1272 |
(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 | ☐ |
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registration statement) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
This report on Form 6-K is being furnished to recast into current currency as of September 30, 2025 the consolidated financial statements and certain related financial information included in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on February 28, 2025 (the “2024 20-F”). The purpose of this recast is to make the annual financial information included in the 2024 20-F comparable to the quarterly financial information included in our Form 6-K/A filed with the SEC on February 10, 2026 (the “Q3 Form 6-K/A”), which includes our unaudited condensed consolidated financial statements as of September 30, 2025 and for the nine-month period ended September 30, 2025 (our “Q3 2025 Unaudited Financial Statements”).
We have our operations primarily in Argentina, and our functional currency is the Argentine peso. Argentina is considered a hyperinflationary economy pursuant to the International Accounting Standards Board’s 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”). 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 three years approaching, or exceeding, 100%.
The table below shows the evolution of price indices as of September 30, 2025 and December 31, 2024, 2023 and 2022 according to official statistics published by INDEC and the devaluation of the Argentine peso vs. the US dollar for the same years / period:
As of | As of | As of | As of | ||||||
| December 31, 2022 | | December 31, 2023 | | December 31, 2024 | | September 30, 2025 | ||
National Consumer Price Index (National CPI) (December 2016=100) |
| 1,134.6 |
| 3,533.2 |
| 7,694.0 |
| 9,384.1 | |
Variation in Prices |
| |
| |
| |
| | |
Accumulated for the twelve-month period ended |
| 94.8 | % | 211.4 | % | 117.8 | % | 31.8 | % |
Accumulated for the nine-month period ended |
| n/a |
| n/a |
| n/a |
| 22.0 | % |
Banco Nación US$/$ exchange rate |
| 177.2 |
| 808.4 |
| 1,032.0 |
| 1,380.0 | |
Variation in the exchange rate |
| |
| |
| |
| | |
Accumulated for the twelve-month period ended |
| 72.5 | % | 356.3 | % | 27.7 | % | 42.2 | % |
Accumulated for the nine-month period ended |
| n/a |
| n/a |
| n/a |
| 33.7 | % |
Given these inflation levels, in this Form 6-K, we have recast the consolidated annual financial statements included in our 2024 20-F to express them in current currency as of September 30, 2025, and thereby providing a better understanding of our financial position by making our annual financial information comparable to our Q3 Form 6-K/A.
WE ARE NOT CORRECTING OR RESTATING ANY HISTORICAL FINANCIAL DATA IN THIS FORM 6-K.
The only changes presented to our historical financial data are to recast into current currency as of September 30, 2025. We have not otherwise updated the information presented in our 2024 20-F to reflect events, trends, or developments that have occurred since its filing on February 28, 2025.
Recast Annual Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022.
General Hornos 690
(C1272ACK) Autonomous City of Buenos Aires
Republic of Argentina
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Telecom Argentina S.A.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Telecom Argentina S.A. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting (not presented herein) appearing under Item 15 of the Company’s 2024 Annual Report on Form 20-F. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment – CGU Telecom
As described in Notes 3.l), 3.m), 3.u), 3.u.1) and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was 4,113,535 million of Argentine pesos in current currency as of September 30, 2025, and the goodwill assigned to the cash generating unit related to operations carried out by the Company and its subsidiaries in Argentina of information and communication technology (ICT) services (“the CGU Telecom”) was 4,084,213 million of Argentine pesos in current currency as of September 30, 2025. Management tests for impairment at least annually, at closing date of every year, or more frequently if events or circumstances indicate that the carrying value of the goodwill might be impaired. The carrying value of the goodwill is considered impaired by management when the carrying value of the CGU Telecom is higher than its recoverable value. The recoverable value of the CGU Telecom was calculated based on the fair value less the costs of disposal (hereinafter “FVLCD”). The assessment of the FVLCD of the CGU Telecom included significant judgments by management in determining the market capitalization value of the Company adjusted for (i) the estimated fair value of other CGUs, (ii) the effect of the net liabilities not subject to this impairment test at their estimated fair value, (iii) an estimated control premium (determined by the management with the assistance of advisors, based in the values observed in market transactions) and (iv) estimated disposal costs in an orderly transaction.
The principal consideration for our determination that performing procedures relating to the goodwill impairment assessment of the CGU Telecom is a critical audit matter is the significant judgment applied by management when developing the assessment of the recoverable value of the CGU Telecom, which was determined using FVLCD. This, in turn, led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to assess the FVLCD of the CGU Telecom and to evaluate adjustments made by management to the Company’s market capitalization value, related to the estimated fair value of other CGUs, the effect of the net liabilities not subject to the impairment test at their estimated fair value and the estimated control premium. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the determination of the FVLCD for the CGU Telecom. These procedures also included, among others, evaluating the appropriateness of the FVLCD determination for the CGU Telecom; testing the completeness, accuracy, and relevance of underlying data used in the estimate; and evaluating the adjustments to the Company’s market capitalization value made by management, including (i) the estimated fair value of other CGUs (ii) the estimated fair value for the net liabilities not subject to the impairment test and (iii) the estimated control premium based in the values observed in market transactions. Evaluating management’ adjustments to Company’s market capitalization value to determine the FVLCD of the CGU Telecom involved evaluating whether the significant judgements used by management were reasonable considering the consistency with: (i) valuation techniques generally used to determine fair values, (ii) external market data and (iii) evidence obtained in other
2
areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the methodology used by management to determine the FVLCD and the reasonableness of the adjustments to the Company’s market capitalization value made by management.
/s/ PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
/s/ Alejandro Javier Rosa |
Autonomous City of Buenos Aires, Argentina
February 28, 2025, except for the effects of the recast of the consolidated financial statements to measure them in current currency as of September 30, 2025, as described in Note 1.a) to the consolidated financial statements, as to which the date is December 11, 2025.
We have served as the Company’s auditor since 2003.
3
TELECOM ARGENTINA S.A.
CONTENTS
Page | |
F-6 | |
F-9 | |
F-10 | |
F-11 | |
F-12 | |
F-13 | |
F-14 | |
F-22 | |
F-27 | |
F-45 | |
F-48 | |
F-48 | |
F-48 | |
F-49 | |
F-49 | |
F-51 | |
F-52 | |
F-52 | |
F-53 | |
F-57 | |
Note 15 – Income tax payable and Deferred income tax assets/liabilities | F-57 |
F-60 | |
F-60 | |
F-61 | |
F-61 | |
F-67 | |
F-67 | |
F-68 | |
F-72 | |
F-72 | |
F-74 | |
F-74 | |
F-78 | |
F-80 | |
F-83 |
F-5
TELECOM ARGENTINA S.A.
Glossary of terms
The following explanations are not technical definitions, but to assist the financial statement reader to understand certain terms as used in these recast consolidated financial statements.
Abono fijo: Under the Abono fijo plans, a subscriber pays a set monthly bill and, once the contract minutes per month have been used, the subscriber can obtain additional credit by recharging the phone card through the prepaid system.
ADR: American Depositary Receipt.
ADS: Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing five Class B Shares.
AFIP (Administración Federal de Ingresos Públicos): The Argentine federal tax authority, currently “ARCA” (Agencia de Recaudación y Control Aduanero).
AMBA (Área Metropolitana de Buenos Aires): The Metropolitan Area of Buenos Aires.
BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.
BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.
Cablevisión: Company absorbed by Telecom since January 1, 2018, whose activities are continued by Telecom.
CAPEX: Capital expenditures.
CNC (Comisión Nacional de Comunicaciones): The Argentine National Communications Commission.
CNDC (Comisión Nacional de Defensa de la Competencia): The Argentine Antitrust Commission.
CNV (Comisión Nacional de Valores): The Argentine Securities and Exchange Commission.
Company/Telecom Argentina: Telecom Argentina S.A.
CONATEL (Comisión Nacional de Telecomunicaciones del Paraguay): Paraguay Telecommunications Commission.
CVH: Cablevisión Holding S.A., controlling company of Telecom since January 1, 2018 (Note 27.a).
DNU (Decreto de Necesidad y Urgencia): Decree of Urgency issued by the Argentine Government.
DFI: Derivative Financial Instrument.
DATDH (Distribución de Señales de Audio y Televisión Directa al Hogar): direct-to-home subscription audio and television services.
ENACOM (Ente Nacional de Telecomunicaciones): The Telecommunications Regulatory Authority of Argentina.
ENTel (Empresa Nacional de Telecomunicaciones): Argentine State Telecommunication Company, which was privatized in November 1990.
FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.
FFSU or SU Fund (Fondo Fiduciario del Servicio Universal): Universal Service Fiduciary Fund.
FTL: Fintech Telecom LLC, a Telecom shareholder.
Fintech services: 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.
FIU: Financial Information Unit.
Fixed Assets: Includes PP&E, Intangible assets, Goodwill and Rights of use assets.
F-6
TELECOM ARGENTINA S.A.
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 International Accounting Standards Board.
IGJ (Inspección General de Justicia): General Board of Corporations.
INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and censuses.
La Capital Cable/Ver TV: Names corresponding to limited companies La Capital Cable S.A. and 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”.
LSCA (Ley de Servicios de Comunicación Audiovisual o de Medios): Law of Audiovisual Communications Services.
Micro Sistemas/Pem/Cable Imagen/AVC /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..
MULC (Mercado Único y Libre de Cambios): The Argentine Single and Free Exchange Market.
NYSE: New York Stock Exchange.
OCI: Other Comprehensive Income.
OPH: Name corresponding to company Open Pass Holding LLC that is a joint venture of Telecom.
PBU (Prestación Básica Universal Obligatoria): Compulsory universal telecommunication service established by Decree No. 690/20 and regulated by ENACOM Resolution No. 1,467/20.
PCS (Personal Communications Service): A mobile communications service with systems that operate in a similar manner to cellular systems.
PEN (Poder Ejecutivo Nacional): National Executive Power.
PPP (Programa de Propiedad Participada): Share Ownership plan.
PP&E: Property, plant and equipment.
PSP: Payment Service Providers.
RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).
RMB: Official currency of Popular Republic of China.
Roaming: a function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).
F-7
TELECOM ARGENTINA S.A.
SBT (Servicio básico telefónico): Basic telephone service.
SC (Secretaría de Comunicaciones): The Argentine Secretary of Communications.
SCMA (Servicio de Comunicaciones Móviles Avanzadas): Mobile Advanced Communications Service.
SEFyC (Superintendencia de Entidades Financieras y Cambiarias): Superintendency of Financial and Exchange Entities.
SMS: Short message systems.
SOF: Secured Overnight Financing
SRCE (Servicio Radioeléctrico de Concentración de Enlaces): Radio-electric Service of Concentration of Links.
SRMC (Servicio de Radiocomunicaciones Móvil Celular): Cellular Mobile Radiocommunications Service.
SRS (Servicio de Radiodifusión por Suscripción por vínculo físico y/o radioeléctrico): Subscription Broadcasting Service by physical and / or radio-electric link.
STeFI (Servicios de Telecomunicaciones Fiables e Inteligentes): Reliable and Intelligent Telecommunications Service.
STM (Servicio de Telefonía Móvil): Mobile Telephone Service.
STMC (Servicio de Telefonía Móvil por Celular): Mobile Telephone Service by Cellular.
SU: The availability of Basic telephone service, or access to the public telephone network via different alternatives, at an affordable price to people within a country or specified area.
Telecom: Telecom Argentina and its consolidated subsidiaries.
Telecom USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/Ubiquo/ MFH/ Naperville/ Saturn / CrediPay / Parklet: 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, CrediPay S.A. and Parklet S.A., respectively, companies that are directly or indirectly controlled according to the definition of the General Corporations Law.
Telefónica: Telefónica de Argentina S.A.
URSEC (Unidad Regulatoria de Servicios de Comunicaciones): Communication Services Regulatory Agency
USA: United States of America
UVA (Unidad de Valor Adquistivo): Purchasing Value Unit, an index developed and published by the BCRA.
VAS (Value-Added Services): Services that provide additional functionality to the basic transmission services offered by a telecommunications network such as SMS, Video streaming, Personal Video, Personal Cloud, M2M (Communication Machine to Machine), Social networks, Personal Messenger, Contents and Entertainment (content and text subscriptions, games, music ringtones, wallpaper, screensavers, etc.), MMS (Mobile Multimedia Services) and Voice Mail, among others.
VAT: Value-Added Tax.
WACC: Weighted Average Cost of Capital, discount rate used to discount cash flows in estimating the recoverable value of the Goodwill.
F-8
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In millions of Argentine pesos in current currency - Note 1.a) and Note 1.e)
As of December 31, | ||||||
ASSETS | | Note | | 2024 | | 2023 |
Current Assets |
| |
| |
| |
Cash and cash equivalents |
| 4 |
| |
| |
Investments |
| 4 |
| |
| |
Trade receivables |
| 5 |
| |
| |
Other receivables |
| 6 |
| |
| |
Inventories |
| 7 |
| |
| |
Assets classified as held for sale | 3.j | | — | |||
Total current assets |
|
| |
| | |
Non-Current Assets |
|
|
| | ||
Trade receivables |
| 5 |
| |
| |
Other receivables |
| 6 |
| |
| |
Deferred income tax assets |
| 15 |
| |
| |
Investments |
| 4 |
| |
| |
Goodwill | 8 | | | |||
PP&E |
| 9 |
| |
| |
Intangible assets |
| 10 |
| |
| |
Right of use assets | 11 | | | |||
Total non-current assets |
|
| |
| | |
TOTAL ASSETS |
|
| |
| | |
LIABILITIES |
|
|
| | ||
Current Liabilities |
|
|
| | ||
Trade payables |
| 12 |
| |
| |
Borrowings |
| 13 |
| |
| |
Salaries and social security payables |
| 14 |
| |
| |
Income tax payables | 15 | | | |||
Other taxes payables |
| 16 |
| |
| |
Dividends payables | 4 | | — | |||
Leases liabilities |
| 17 |
| |
| |
Other liabilities |
| 18 |
| |
| |
Provisions |
| 19 |
| | | |
Total current liabilities |
|
| |
| | |
Non-Current Liabilities |
|
|
| |||
Trade payables |
| 12 |
| |
| |
Borrowings |
| 13 |
| |
| |
Salaries and social security payables |
| 14 |
| |
| |
Deferred income tax liabilities |
| 15 |
| |
| |
Other taxes payables |
| 16 |
| |
| |
Leases liabilities | 17 | | | |||
Other liabilities |
| 18 |
| |
| |
Provisions |
| 19 |
| |
| |
Total non-current liabilities |
|
| |
| | |
TOTAL LIABILITIES |
|
| |
| | |
EQUITY |
|
|
| | ||
Equity attributable to Controlling Company |
|
| |
| | |
Equity attributable to non-controlling interest |
|
| |
| | |
TOTAL EQUITY(See Consolidated Statements of Changes in Equity) |
|
| |
| | |
TOTAL LIABILITIES AND EQUITY |
| |
| |
| |
The accompanying notes are an integral part of these consolidated financial statements.
F-9
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.a) and Note 1.e)
For the years ended December 31, | ||||||||
| Note | | 2024 | | 2023 | | 2022 | |
Revenues |
| 23 |
| |
| |
| |
Employee benefit expenses and severance payments |
| 24 |
| ( |
| ( |
| ( |
Interconnection and transmission costs |
|
| ( |
| ( |
| ( | |
Fees for services, maintenance, materials and supplies |
| 24 |
| ( |
| ( |
| ( |
Taxes and fees with the Regulatory Authority |
| 24 |
| ( |
| ( |
| ( |
Commissions and advertising |
|
| ( |
| ( |
| ( | |
Cost of equipment |
| 24 |
| ( |
| ( |
| ( |
Programming and content costs |
|
| ( |
| ( |
| ( | |
Bad debt expenses |
|
| ( |
| ( |
| ( | |
Other operating expenses |
| 24 |
| ( |
| ( |
| ( |
Depreciation, amortization and impairment of Fixed Assets |
| 24 |
| ( |
| ( |
| ( |
Operating loss |
|
| ( |
| ( |
| ( | |
Earnings (losses) from associates and joint ventures |
| 4.a |
| ( |
| ( |
| |
Financial results from borrowings |
| 25 |
| |
| ( |
| |
Other financial results, net | 25 | | | | ||||
Income (loss) before income tax |
|
| |
| ( |
| ( | |
Income tax benefit (expense) |
| 15 |
| ( |
| |
| |
Net income (loss) for the year |
| |
| |
| ( |
| ( |
Attributable to: |
| |
| |
|
| ||
Controlling Company |
| |
| |
| ( |
| ( |
Non-controlling interest |
| |
| |
| |
| |
| |
| |
| ( |
| ( | |
Earnings per share for income (loss) attributable to the Controlling Company-Basic and diluted |
| 3.t |
| |
| ( |
| ( |
See Note 24 for additional information on operating expenses per function.
The accompanying notes are an integral part of these consolidated financial statements.
F-10
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions of Argentine pesos in current currency - Note 1.a) and Note 1.e)
For the years ended December 31, | ||||||
| 2024 | | 2023 | | 2022 | |
Net income (loss) for the year |
| |
| ( |
| ( |
Other comprehensive income |
|
|
| |||
Items that may reclassified to profit or loss |
|
|
| |||
Currency translation adjustments (no effect on Income Tax) |
| ( |
| |
| ( |
DFI effects classified as hedges |
| ( |
| |
| |
Income Tax effects on DFI classified as hedges and others | | ( | ( | |||
Items that will not be reclassified to profit or loss |
|
|
| |||
Actuarial results |
| ( |
| ( |
| |
Income Tax effects |
| |
| |
| ( |
Other comprehensive income (loss), net of tax |
| ( |
| |
| ( |
|
| |||||
Total comprehensive income (loss) for the year |
| |
| ( |
| ( |
Attributable to: |
|
|
| |||
Controlling Company |
| |
| ( |
| ( |
Non-controlling interest |
| ( |
| |
| |
| |
| ( |
| ( | |
The accompanying notes are an integral part of these consolidated financial statements.
F-11
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In millions of Argentine pesos in current currency - Note 1.a) and Note 1.e)
Owners’ contribution | ||||||||||||||||||||||
Outstanding | Reserves | |||||||||||||||||||||
shares | Equity | Equity | ||||||||||||||||||||
Capital | Special | attributable | attributable | |||||||||||||||||||
nominal | reserve for | Other | to | to non- | ||||||||||||||||||
value | Inflation | Contributed | IFRS | Facultative | comprehensive | Retained | controlling | controlling | Total | |||||||||||||
| (1) | adjustment | Surplus | | Legal | | implementation | | (2) | | results | | earnings | | company | | interest | | Equity | |||
Balances as of January 1, 2022 |
| | | | | | | ( | | | | | ||||||||||
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2022: | | |||||||||||||||||||||
- Reserves constitution | — | — | — | | — | | — | ( | — | — | — | |||||||||||
- Reserves reallocation | — | — | ( | — | — | | — | — | — | — | — | |||||||||||
Dividends (3) | — | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||
Dividends to non-controlling shareholders (3) | — | — | — | — | — | — | ( | | — | ( | ( | |||||||||||
Comprehensive income: | ||||||||||||||||||||||
Net income (loss) for the year | — | — | — | — | — | — | — | ( | ( | | ( | |||||||||||
Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||
Total Comprehensive income (loss) | — | — | — | — | — | — | ( | ( | ( | | ( | |||||||||||
Balances as of December 31, 2022 | | | | | | | ( | ( | | | | |||||||||||
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023 | ||||||||||||||||||||||
- Specific loss allocation | — | — | ( | — | — | — | — | | — | — | — | |||||||||||
- Reserves constitution | — | — | — | — | — | | — | ( | — | — | — | |||||||||||
Dividends (3) | — | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||
Dividends to non-controlling shareholders (3) | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||
Subsidiary acquisition (4) | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||
Subsidiary call option (5) | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||
Comprehensive income: |
|
|
| |||||||||||||||||||
Net income (loss) for the year | — |
| — |
| — | — |
| — |
| — | — | ( | ( | | ( | |||||||
Other comprehensive income | — | — | — | — | — | — | | — | | | | |||||||||||
Total Comprehensive income (loss) | — |
| — |
| — | — |
| — |
| — |
| | ( |
| ( |
| |
| ( | |||
Balances as of December 31, 2023 |
| | | | | | | ( | ( | | | | ||||||||||
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024 | ||||||||||||||||||||||
- Absorption of retained earnings (losses) and reserve reclassification (1) | — | — | ( | — | — | ( | — | | — | — | — | |||||||||||
Dividends to non-controlling shareholders (3) | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||
Subsidiary acquisition (6) | — | — | — | — | — | — | — | — | — | | | |||||||||||
Transaction non-controlling interest (7) | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||
Subsidiary acquisition (8) | — | — | — | — | — | — | — | — | — | | | |||||||||||
Dividends (3) | — | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||
Comprehensive income: | ||||||||||||||||||||||
Net income for the period | — | — | — | — | — | — | — | | | | | |||||||||||
Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||
Total Comprehensive income (loss) | — | — | — | — | — | — | ( | | | ( | | |||||||||||
Balances as of December 31, 2024 | | | | | | | ( | | | | | |||||||||||
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
The accompanying notes are an integral part of these consolidated financial statements.
F-12
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of Argentine pesos in current currency – Note 1. a) and Note 1.e)
For the years ended December 31, | ||||||||
| Note | | 2024 | | 2023 | | 2022 | |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES |
| |
| |
| |
| |
Net income (loss) for the year |
| |
| |
| ( |
| ( |
Adjustments to reconcile net income to net cash flows provided by operating activities |
| |
|
|
| |||
Allowances deducted from assets |
|
| |
| |
| | |
Depreciation of PP&E |
| 24 |
| |
| |
| |
Amortization of intangible assets |
| 24 |
| |
| |
| |
Amortization of rights of use assets |
| 24 |
| |
| |
| |
Impairment of Goodwill | 3.m | — | — | | ||||
Disposals of Fixed Assets and consumption of materials |
|
| |
| |
| | |
Earnings (losses) from associates and joint ventures | 4.a | | | ( | ||||
Financial results and others |
|
| ( |
| |
| ( | |
Income tax |
| 15 |
| |
| ( |
| ( |
Income tax paid (*) |
|
| ( |
| ( |
| ( | |
Net increase in assets |
| 4.b |
| ( |
| ( |
| ( |
Net increase in liabilities |
| 4.b |
| |
| |
| |
Total cash flows provided by operating activities |
|
| |
| |
| | |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES |
|
|
|
|
| |||
Payments for PP&E |
|
| ( |
| ( |
| ( | |
Payments for intangible asset acquisitions |
|
| ( |
| ( |
| ( | |
Payments for acquisition of subsidiary and joint venture, net of cash acquired |
| 28 |
| ( |
| ( |
| ( |
Acquisition of call options agreements | — | ( | — | |||||
Dividends received from associates |
| 4.b |
| |
| |
| |
Proceeds from the sale of PP&E and intangible assets |
|
| |
| |
| | |
Compensation received for acquisition of companies | | — | — | |||||
Proceeds from DFI liquidations | | | — | |||||
Proceeds from sale of investments not considered as cash and cash equivalents | | | | |||||
Payments for investments not considered as cash and cash equivalents | ( | ( | ( | |||||
Total cash flows used in investing activities |
|
| ( |
| ( |
| ( | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES |
|
|
|
|
| |||
Proceeds from borrowings |
| 13 |
| |
| |
| |
Payment of borrowings |
| 13 |
| ( |
| ( |
| ( |
Repurchase of Notes | 13 | ( | — | — | ||||
Payment of DFI, interests and related expenses |
| 13 |
| ( |
| ( |
| ( |
Payments of leases liabilities | ( | ( | ( | |||||
Transactions with non-controlling interests | ( | ( | — | |||||
Dividends paid to non-controlling interests in subsidiaries |
| 4.b |
| ( |
| ( |
| ( |
Total cash flows used in financing activities |
| |
| ( |
| ( |
| ( |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
| |
| |
| ( |
| |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
|
| |
| |
| | |
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS | ( | | ( | |||||
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
|
| |
| |
| | |
(*) | Years ended December 31, | |||||
| 2024 | 2023 | 2022 | |||
Corresponding to Controlling Company |
| — |
| ( |
| ( |
Corresponding to subsidiaries |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
See Note 4.b for additional information on the consolidated statements of cash flows.
The accompanying notes are an integral part of these consolidated financial statements.
F-13
TELECOM ARGENTINA S.A.
NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PREPARATION OF THE RECAST ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
a) Purpose of these recast consolidated financial statements
On February 28, 2025, the Company filed with the SEC its 2024 20-F which included its audited consolidated financial statements as of December 31, 2024, and 2023 and for the three years ended December 31, 2024, 2023 and 2022, respectively (the “Consolidated Financial Statements”). Those Consolidated Financial Statements were presented in current currency at the end of the reporting year (December 31, 2024) in accordance with IAS 29.
On July 8, 2024, the Company filed with the SEC a registration statement on Form F-3 (F-3) which incorporated by reference its Consolidated Financial Statements included in Item 18 of Form 20-F.
The Company anticipates that it may undertake a capital markets transaction prior to the issuance of the Consolidated Financial Statements as of December 31, 2025. Therefore, for comparability with its most recent unaudited condensed consolidated financial statements as of September 30, 2025, the Company has recast the Consolidated Financial Statements to measure them in current currency as of September 30, 2025 (“Recast Annual Consolidated Financial Statements”).
The National Consumer Price Index as of September 30, 2025, was
b) The Company and its Operations
Telecom Argentina was created through the privatization of ENTel, the state-owned company that provided telecommunication services in Argentina.
Telecom Argentina’s license, as originally granted, was exclusive to provide telephone services in the northern region of Argentina since November 8, 1990 through October 10, 1999. As of October 10, 1999, the Company also began providing telephone services in all the country.
In November 2017, the Company merged with Telecom Personal, so, since that date, it provides directly mobile telecommunications services.
As a consequence of the merger with Cablevisión (accounted for as a reverse acquisition on January 1, 2018), the Company provides cable television services through networks installed in different localities in Argentina and Uruguay.
Therefore, the Company mainly provides fixed and mobile telephony services, cable television services, data and Internet services, among others, in Argentina. Additionally, through its subsidiaries, it also provides diverse ICT Services in Uruguay, Paraguay, USA and Chile.
Moreover, through its controlled companies Micro Sistemas, Personal Envíos and CrediPay, the Company provides fintech services related to the use of electronic means of payment, transfers and/or electronic use of money, among others.
As of December 31, 2024, the following are the subsidiaries included in the consolidation process and the respective equity interest owned by Telecom Argentina:
F-14
TELECOM ARGENTINA S.A.
Telecom Argentina’s | | |||||||||
direct/indirect interest | ||||||||||
in capital stock and | ||||||||||
Company | | | Main Activity | | | Country | | | votes | |
Micro Sistemas (a) |
| Services related to the use of electronic payment media | Argentina | | % | |||||
Manda (b) | Holding | Argentina | | % | ||||||
RISSAU (b) | Broadcasting services | Argentina | | % | ||||||
AVC (c) | Broadcasting services | Argentina | | % | ||||||
Inter Radios | Broadcasting services | Argentina | | % | ||||||
Pem | Holding | Argentina | | % | ||||||
Cable Imagen | Closed-circuit television | Argentina | | % | ||||||
Personal Smarthome (d) | Security solutions and services | Argentina | | % | ||||||
NYS2 (d) | ICT Services and Audiovisual Communication Services | Argentina | | % | ||||||
NYSSAU (c) | Provision of internet access services | Argentina | | % | ||||||
TSMA (e) | Community Closed-Circuit Television | Argentina | | % | ||||||
Ubiquo (f) | Cybersecurity services and products | Chile | | % | ||||||
Núcleo (g) | Mobile telecommunications Services | Paraguay | | % | ||||||
Personal Envíos (h) | Mobile financial services | Paraguay | | % | ||||||
CrediPay (d) (i) |
| Financial services | Paraguay | | % | |||||
Televisión Dirigida |
| Cable television services | Paraguay | | % | |||||
Adesol (j) |
| Holding | Uruguay | | % | |||||
Opalker |
| Cybersecurity, content platform and related services | Uruguay | | % | |||||
Parklet (d) (k) | Development and provision of digital platforms | Uruguay | | % | ||||||
MFH (a)(h) | Holding | USA | | % | ||||||
Naperville (b) | Holding | USA | | % | ||||||
Saturn (b) | Holding | USA | | % | ||||||
Telecom USA | Telecommunication services | USA | | % |
| (a) | As of December 19, 2024, MFH directly controls Micro Sistemas. |
| (b) | The companies Naperville and Saturn were indirectly acquired in May and July 2024, by the subsidiary Televisión Dirigida. Naperville and Saturn have a |
| (c) | On December 4, 2024, the Board of Directors of Telecom Argentina and the Boards of Directors of NYSSA and AVC, approved the initiation of the process leading to the corporate reorganization consisting of the merger by absorption of NYSSA and AVC (as absorbed companies) by Telecom (absorbing company), effective as of January 1, 2025, from which date the operations of NYSSA and AVC should be considered as carried out by Telecom Argentina. |
| (d) | As of the date of issuance of these consolidated financial statements, these subsidiaries are dormant entities. |
| (e) | In September 2024, the Company acquired an additional |
| (f) | Company indirectly acquired by the subsidiary Opalker on June 20, 2023. |
| (g) | During June 2024, the merger by absorption between Núcleo (absorbing company) with Tuves Paraguay S.A. (absorbed company) has taken place. |
| (h) | Since May 2024, the subsidiary MFH directly controls Personal Envíos. |
| (i) | On August 19, 2024, the subsidiary MFH established the company CrediPay in the Republic of Paraguay (with a |
| (j) | Includes the |
| (k) | Company indirectly acquired by the subsidiary Opalker on December 9, 2024, generating a goodwill of $ |
c) Segment information
An operating segment is defined as a component of an entity that may earn revenues and incur expenses, and whose financial information is available, held separately, and evaluated regularly by the chief operating decision maker. In the case of the Company, the Executive Committee and the Chief Executive Officer (“CEO”) are responsible for controlling recourses and for the economic and financial performance of Telecom.
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 the activities related to 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, administering 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.
F-15
TELECOM ARGENTINA S.A.
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 this 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 for the years ended December 31, 2024, 2023 and 2022:
F-16
TELECOM ARGENTINA S.A.
| ◻ | Consolidated Income Statement as of December 31, 2024 |
| ICT Services in Argentina | Other segments | | |||||||||||||
| | | | | | | | |||||||||
Currency | Currency | |||||||||||||||
of the | Inflation | In current | of the | Inflation | In current | |||||||||||
transaction date | restatement | currency | transaction date | restatement | currency | Eliminations | Total | |||||||||
Revenues |
| |
| | | |
| | | ( |
| | ||||
Operating costs without depreciation, amortization and impairment of Fixed Assets |
|
|
|
| ||||||||||||
Employee benefit expenses and severance payments |
| ( |
| ( | ( | ( |
| ( | ( | — |
| ( | ||||
Fees for services, maintenance, materials and supplies | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Taxes and fees with the Regulatory Authority | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Commissions and advertising | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Programming and content costs | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Other operating costs without depreciation, amortization and impairment of Fixed Assets |
| ( |
| ( | ( | ( |
| ( | ( | |
| ( | ||||
Adjusted EBITDA | | | | | | | — | | ||||||||
Depreciation, amortization and impairment of Fixed Assets |
|
|
|
| ( | |||||||||||
Operating loss |
|
|
|
| ( | |||||||||||
Losses from associates and joint ventures |
| |
| |
| |
| ( | ||||||||
Financial results from borrowings |
| |
| |
| |
| | ||||||||
Other financial results, net |
| |
| |
| |
| | ||||||||
Income before income tax |
| |
| |
| |
| | ||||||||
Income tax expense |
| |
| |
| |
| ( | ||||||||
Net income |
| |
| |
| |
| | ||||||||
Attributable to: |
| |
| |
| |
| |||||||||
Controlling Company |
| |
| |
| |
| | ||||||||
Non-controlling interest |
| |
| |
| |
| | ||||||||
| ||||||||||||||||
F-17
TELECOM ARGENTINA S.A.
| ◻ | Consolidated Income Statement as of December 31, 2023 |
| ICT Services in Argentina | Other segments | | |||||||||||||
| | | | | | | | |||||||||
Currency | Currency | |||||||||||||||
of the | Inflation | In current | of the | Inflation | In current | |||||||||||
transaction date | restatement | currency | transaction date | restatement | currency | Eliminations | Total | |||||||||
Revenues |
| |
| | | |
| | | ( |
| | ||||
Operating costs without depreciation, amortization and impairment of Fixed Assets |
|
|
|
| ||||||||||||
Employee benefit expenses and severance payments |
| ( |
| ( | ( | ( |
| ( | ( | — |
| ( | ||||
Fees for services, maintenance, materials and supplies | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Taxes and fees with the Regulatory Authority | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Commissions and advertising | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Programming and content costs | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Other operating costs without depreciation, amortization and impairment of Fixed Assets |
| ( |
| ( | ( | ( |
| ( | ( | |
| ( | ||||
Adjusted EBITDA | | | | | | | — | | ||||||||
Depreciation, amortization and impairment of Fixed Assets |
|
|
|
| ( | |||||||||||
Operating loss |
|
|
|
| ( | |||||||||||
Losses from associates and joint ventures |
| |
| |
| |
| ( | ||||||||
Financial results from borrowings |
| |
| |
| |
| ( | ||||||||
Other financial results, net |
| |
| |
| |
| | ||||||||
Income before income tax |
| |
| |
| |
| ( | ||||||||
Income tax benefit |
| |
| |
| |
| | ||||||||
Net loss |
| |
| |
| |
| ( | ||||||||
Attributable to: |
| |
| |
| |
| |||||||||
Controlling Company |
| |
| |
| |
| ( | ||||||||
Non-controlling interest |
| |
| |
| |
| | ||||||||
( | ||||||||||||||||
F-18
TELECOM ARGENTINA S.A.
| ◻ | Consolidated Income Statement as of December 31, 2022 |
| ICT Services in Argentina | Other segments | | |||||||||||||
| | | | | | | | |||||||||
Currency | Currency | |||||||||||||||
of the | Inflation | In current | of the | Inflation | In current | |||||||||||
transaction date | restatement | currency | transaction date | restatement | currency | Eliminations | Total | |||||||||
Revenues |
| |
| | | |
| | | ( |
| | ||||
Operating costs without depreciation, amortization and impairment of Fixed Assets |
|
|
|
| ||||||||||||
Employee benefit expenses and severance payments |
| ( |
| ( | ( | ( |
| ( | ( | |
| ( | ||||
Fees for services, maintenance, materials and supplies | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Taxes and fees with the Regulatory Authority | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Commissions and advertising | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Programming and content costs | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Other operating costs without depreciation, amortization and impairment of Fixed Assets |
| ( |
| ( | ( | ( |
| ( | ( | |
| ( | ||||
Adjusted EBITDA | | | | | | | — | | ||||||||
Depreciation, amortization and impairment of Fixed Assets |
|
|
|
| ( | |||||||||||
Operating loss |
|
|
|
| ( | |||||||||||
Losses from associates and joint ventures |
| |
| |
| |
| | ||||||||
Financial results from borrowings |
| |
| |
| |
| | ||||||||
Other financial results, net |
| |
| |
| |
| | ||||||||
Income before income tax |
| |
| |
| |
| ( | ||||||||
Income tax benefit |
| |
| |
| |
| | ||||||||
Net loss |
| |
| |
| |
| ( | ||||||||
Attributable to: |
| |
| |
| |
| |||||||||
Controlling Company |
| |
| |
| |
| ( | ||||||||
Non-controlling interest |
| |
| |
| |
| | ||||||||
( | ||||||||||||||||
F-19
TELECOM ARGENTINA S.A.
Additional information per geographical area is disclosed below:
For the years ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
Revenues from customers located in Argentina | | | | | | |
Revenues from foreign customers |
| |
| |
| |
CAPEX corresponding to the segment “ICT Services in Argentina” |
| |
| |
| |
CAPEX corresponding to the segment “Other segments” |
| |
| |
| |
As of December 31, | ||||
2024 | 2023 | |||
Fixed Assets corresponding to the segment “ICT Services in Argentina” | | | | |
Fixed Assets corresponding to the segment “Other segments” |
| |
| |
Borrowings corresponding to the segment “ICT Services in Argentina” |
| |
| |
Borrowings corresponding to the segment “Other segments” |
| |
| |
d) Basis of Presentation
These recast consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. IFRS Accounting Standards also includes the International Accounting Standards or “IAS”; the International Financial Reporting Interpretations Committee or “IFRIC”, the Standard Interpretations Committee or “SIC” and the conceptual framework.
The preparation of these recast consolidated financial statements in conformity with IFRS Accounting Standards requires that the Company’s Management make estimates that affect the figures disclosed in the financial statements or its supplementary information. Actual results may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where estimates are significant are disclosed under Note 3.u).
For comparability with its most recent unaudited condensed consolidated financial statements as of September 30, 2025, these recast consolidated financial statements are expressed in millions of Argentine pesos, are prepared as of December 31, 2024 and recast in current currency as of September 30, 2025 (see item 1.a and 1.e), 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.
These recast consolidated financial statements contain, additionally to all disclosures required under IFRS Accounting Standards, some disclosures required by the LGS and/or by the CNV.
The figures as of December 31, 2023, and for the years ended December 31, 2023 and 2022, which are disclosed in these recast consolidated financial statements for comparative purposes, are a result of recasting the financial statements as of such dates, according to what is described in section a). When applicable, certain reclassifications were made for comparative purposes.
The Consolidated Financial Statements as of December 31, 2024, were authorized for issuance and approved by resolution of the Board of Directors’ meeting held on February 27, 2025. In addition, the recast of the Consolidated Financial Statements, to measure them in current currency as of September 30, 2025 as described in Note 1.a), were approved on December 11, 2025 by the Chief Financial Officer (“CFO”), whose power was designated by resolution of the Board of Directors’ meeting held on December 4, 2024.
e) 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 December 31, 2024, and recast in current currency as of September 30, 2025, for comparability with its most recent unaudited condensed consolidated financial statements as of September 30, 2025.
The table below shows the evolution of price indexes as of September 30, 2025, and December 31, 2024, 2023 and 2022 according to official statistics published by INDEC and the devaluation of the Argentine peso vs. the U.S. dollar for the same years / period:
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TELECOM ARGENTINA S.A.
| As of December 31, | | As of December 31, | | As of December 31, | | As of September 30, | ||
2022 | 2023 | 2024 |
| 2025 | |||||
National Consumer Price Index (National CPI) (December 2016=100) | | | | | |||||
Variation in Prices |
| |
|
| |||||
Accumulated for the twelve-month period ended |
| | % | | % | | % | | % |
Accumulated for the nine-month period ended | n/a | n/a | n/a | | % | ||||
Banco Nación US$/$ exchange rate | | | | | |||||
Variation in the exchange rate | |||||||||
Accumulated for the twelve-month period ended | | % | | % | | % | | % | |
Accumulated for the nine-month period ended | n/a | n/a | n/a | | % |
Below is a summary of the effect of applying IAS 29:
Restatement of the Statement of Financial Position and the Statement of Changes in Equity
The Company restated all the non-monetary items in current currency as of December 31, 2024. Each item must be restated since the date of the initial recognition or since the last revaluation. Monetary items have not been restated because they are stated in terms of the measuring unit current as of December 31, 2024. In addition, all monetary and non-monetary items as of December 31, 2024 were recast to measure them in current currency as of September 30, 2025, as described in Note 1.a).
Restatement of the Income Statement, the Statements of Comprehensive Income and the Statement of Cash Flows
In the Income Statement and the Statements of Comprehensive Income, items are restated in current currency as of December 31, 2024 and recast to measure them in current currency as of September 30, 2025, as described in Note 1.a). The Company shall apply the monthly variations of CPI.
Financial results related to foreign currency exchange and accrued interest are determined in real terms, excluding the inflationary effect contained therein.
The effect of inflation on the monetary position is included in the Income Statement under Financial cost and Other financial results, net.
The items of the Statement of Cash Flows are restated in current currency at the closing date. The restatement effect has an impact on the Income Statement and must be eliminated from the Statement of Cash Flows because it is not considered cash or cash equivalent.
Investments in foreign companies
The subsidiaries that use functional currencies other than the Argentine peso (mainly foreign companies with economies that are not considered to be hyperinflationary), must not restate for inflation their financial statements, in accordance with IAS 29.
Notwithstanding, and only for reporting and consolidation purposes, the comparative figures presented in Argentine pesos in the Income Statement corresponding to the current year and the previous year must be stated using the exchange rates at the transaction date. In addition, the initial items of the Statement of Changes in Equity must be reported at the closing rate without modifying its total amount due to the fact that it is translated into the closing exchange rate, which implies that a translation adjustment is recognized against Retained Earnings and Other Comprehensive Income (loss).
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NOTE 2 – Regulatory framework
a) Regulatory Authority
Argentina
In Argentina, the regulatory authority for the ICT services provided by the Company and certain subsidiaries is ENACOM. Through Decree No. 89/2024 dated January 26, 2024, the Argentine government ordered the intervention of ENACOM for a period of 180 consecutive days, which was extended through Decree No. 675/2024 until July 7, 2025, to redefine outdated regulations that hinders the technological progress, among other tasks. As of the date of issuance of the Consolidated Financial Statements, there have been no effects on the Company’s operations due to this intervention. The Company will continue to monitor the matter for any potential impacts.
Regarding fintech services, Micro Sistemas is registered with the BCRA as a PSP that offers payment accounts, accepts payments via transfers, and acts as a payment aggregator. It is also registered in the Interoperable Digital Wallets Registry and in the Other Non-Financial Credit Providers Registry. Therefore, Micro Sistemas is subject to certain regulations established by the BCRA and the Financial Information Unit, as it holds the status of Obligated Subject (OS) pursuant to Article 20 of Law No. 25,246 (as amended).
Foreign companies
The Regulatory Authority for ICT Services, provided by Núcleo in Paraguay is the CONATEL. Personal Envíos is under the oversight of the Central Bank of the Republic of Paraguay to operate as an Electronic Payment Company.
The Regulatory Authority for the services provided by Telecom USA, in USA, is the Federal Communications Commission.
The Regulatory Authority for the services provided by special purpose entities in Uruguay are under the orbit of URSEC.
b) Licenses
Under the Licencia Única Argentina Digital, the Company currently provides the following services:
| ● | local fixed telephony, |
| ● | public telephony, |
| ● | domestic and international long-distance telephony, |
| ● | domestic and international point-to-point link services, |
| ● | value added, data transmission, videoconferencing, transportation of broadcasting signals, and Internet access, |
| ● | STM, SRMC, PCS and SCMA, also called mobile communications services (“SCM”, for its Spanish acronym), Such licenses were granted for the provision of STM in the Northern Region of Argentina, of SRMC in the AMBA area, and of PCS and SCMA throughout the country, |
| ● | SRS, |
| ● | SRCE and |
| ● | STeFI. |
In Paraguay, Núcleo holds a license to provide STMC and PCS. In addition, it holds a license for the installation and exploitation of Internet, data services and license to provide DATDH services throughout Paraguay. These licenses have been granted for renewable
c) Main Regulatory issues – ICT Services
Among the main regulations that govern the services rendered by the Company, the following stand out:
| ● | LAD and its amendments. |
| ● | Law No. 19,798 to the extent it does not contradict the LAD. |
| ● | The Privatization Regulations, which regulated that process. |
| ● | The Transfer Agreement. |
| ● | The licenses for providing telecommunication services granted to the Company and the Bidding Terms and Conditions and their respective general rules. |
| ● | Current service regulations. See the main regulations on Licenses, Interconnection, SU and Spectrum in sections d) to e) of this Note. |
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TELECOM ARGENTINA S.A.
Decree No. 690/20 - Amendment to the LAD - Controversy
On August 22, 2020, PEN issued Decree No. 690/20 (“Decree No. 690/20”), which has been ratified by the Argentine Congress under Law No. 26,122 and has been regulated through ENACOM Resolutions No. 1,466/20 and 1,467/20, through which (among other issues):
| ● | declared ICT Services as well as access to telecommunications networks for and between licensees as “essential and strategic competition public services”, and empowered ENACOM to ensure accessibility; |
| ● | established that the prices of: (i) the essential and strategic competition public ICT Services, (ii) the prices of those services provided in accordance with the Universal Service and (iii) the prices of those services determined by ENACOM for public interest reasons, shall be regulated by ENACOM; |
| ● | ENACOM established the price and characteristics of each service of the ICT’s PBU; |
The PEN issued Emergency Decree No. 302/24, published in the Official Gazette on April 9, 2024, whereby it repealed Decree No. 690/20. In addition, said Emergency Decree amended Articles 48 and 54 of the LAD, providing that the licensees of ICT Services shall set their prices, which shall have to be fair and reasonable, cover the exploitation costs and tend towards the efficient supply and a reasonable operation margin. It also provided that the Basic Telephony Service shall continue to be considered a public service.
On June 25, 2024, through Resolution No. 13/2024, the ENACOM repealed Resolution No. 1,466/20, along with all amendments to that resolution.
Prior to the enactment of Decree No. 302/24, which repealed Decree No. 690/20, the Company had filed a claim challenging the constitutionality of Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20 issued in relation thereto. In this sense, on April 30, 2021, the Court of Appeals on Federal Administrative Matters granted the injunction requested by the Company, ordering the suspension of the application of the above-mentioned ENACOM Resolutions and of Emergency Decree No. 690/20. Said injunction was extended until August 20, 2024.
On the other hand, on June 19, 2024, the Company was notified of the decision rendered by Chamber II of the Court of Appeals on Federal Administrative Matters, whereby said Court (i) dismissed the grounds raised by the PEN and the appeals filed by the ENACOM against the decision rendered by Federal Court on Administrative Litigation Matters No. 8 dated November 17, 2023, and (ii) upheld the first-instance judgment, ratifying the nullity of both Decree No. 690/20 and the related ENACOM Resolutions Nos. 1,466/20 and 1,467/20.
On July 4, 2024, the PEN filed an extraordinary appeal against the decision rendered by Chamber II of the Court of Appeals on Federal Administrative Matters. On September 24, 2024, the Court of Appeals on Federal Administrative Matters dismissed the extraordinary appeals filed by the PEN and the ENACOM, and upheld the first-instance judgment, ratifying the nullity of both Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20. On October 16, 2024, Telecom was notified of the decision rendered by the Federal Court on Administrative Litigation Matters No. 8, which deemed the proceeding concluded and filed.
d) General Regulation of the Universal Service (“RGSU” for its Spanish acronym)
ENACOM approved a new RGSU through Resolution No. 721/20 of September 3, 2020.
The Regulation, although it maintains the obligation to contribute to the FFSU 1% of total revenues accrued for the provision of ICT Services net of its taxes and fees (included in “Taxes and fees with the Regulatory Authority” of the Statement of Income), among the most relevant matters, provides:
| (i) | that ENACOM may consider that the monthly obligation of the Contributors has been partially settled for up to |
| (ii) | that the licensees may submit projects to ENACOM for their review and assessment; |
| (iii) | that the deployment of fixed Next Generation Networks (“NGN”) for the provision of broadband Internet services of the Projects shall not fall within the scope of the protection regulations applicable to such networks. |
In addition, within the framework of the new RGSU, SU Programs have been approved providing for the deployment of fixed broadband, deployment of access networks to mobile communications services and services to public institutions, among others.
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TELECOM ARGENTINA S.A.
The physical link and radio-electric link subscription broadcasting services are not subject to the SU investment contribution until a law is passed that unifies the fee regime provided by the LSCA and LAD, so it will continue to be subject only to the fee regime provided under LSCA (included in “Taxes and Fees with the Regulatory Authority” of the Statement of Income). Therefore, they shall not be subject to the SU investment contribution or the payment of the Control, Oversight and Verification Fee provided under the LAD.
According to the provisions of SC Resolutions No. 80/07, No. 154/10 and CNC Resolution No. 2,713/07, this is the situation of the Company as of the date:
| i) | SU Fund - Impact on the Company with respect to its original license to provide SBT |
Telecom Argentina filed its affidavits including the offset amounts related to the services that should be considered as SU services.
However, several years after the market’s liberalization and the effectiveness of the SU regulations and its amendments, incumbent operators have still not received any offsets for providing services with the characteristics set forth under the SU regime.
The Company has filed its monthly SU affidavits which result in a receivable. The programs and the valuation methodology used to estimate this receivable are pending of approval by the Regulatory Authority. This receivable has not yet been recorded in these recast consolidated financial statements as of December 31, 2024, since it is subject to the approval of the SU Programs and the review of those affidavits by the Regulatory Authority and the confirmation of the existence of enough contributions to the SU Trust so as to compensate the incumbent operators.
Between years 2011 and 2012, the SC issued a serie of resolutions through which it notified the Company that investments associated with certain services and/or programs did not qualify as Initial SU Programs, and that, they did not constitute different services involving a SU provision, and therefore, cannot be financed with SU Funds.
The Company has filed appeals against the above-mentioned resolutions, presenting the legal arguments based on which such resolutions should be revoked.
In September 2012, the CNC ordered the Company to deposit approximately $
In November 2019, ENACOM notified that the appeals filed by the Company against the SC resolutions had been rejected, taking them to superior body for substantiation.
As of the date of the Consolidated Financial Statements, the appeal review body has not yet issued a decision.
While it cannot be assured that these issues will be favorably resolved at the administrative stage, the Company’s Management, with the assistance of its legal advisors, considers that has solid legal and de facto arguments to support the position of Telecom Argentina.
ii) | FFSU - Impact on the Company with respect to the SCM originally provided by Telecom Personal S.A. (“Personal”) |
In compliance with Resolutions SC No. 80/07 and No. 154/10 and CNC No. 2713/07, Personal has filed its affidavits since July 2007 and deposited the corresponding contributions.
On January 26, 2011, the SC issued Resolution No. 9/11 establishing that telecommunication service providers could only allocate to investment projects under this program the amounts corresponding to outstanding investment contribution obligations arising from Annex III of Decree No. 764/00 before the effective date of Decree No. 558/08.
In July 2012, the SC issued Resolution No. 50/12 pursuant to which it notified that the services declared by the SCM Providers as “High Cost Areas or services provided in non-profitable areas”, “services provided to clients with physical limitations (deaf-mute and blind people)”, “rural schools”, and requests relating to the installation of radio-bases and/or investment in infrastructure development in various localities, did not constitute items that could be discounted from the amount of SU contributions. It also provided that certain amounts already deducted could be used for investment projects within the framework of the Program created under SC Resolution No. 9/11, or deposited in the SU Fund, as applicable.
Personal filed an administrative appeal against SC requesting its nullity. As of the date of the Consolidated Financial Statements, this appeal is still pending of resolution.
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TELECOM ARGENTINA S.A.
In October 2012, in response to the order issued by the SC, Personal deposited under protest the amount corresponding to the assessment of the SU services provided by Personal, reserving its right to take all actions it may deem appropriate to claim its reimbursement, as informed to the SC and the CNC. Since August 2012, Personal -and subsequent to the merger, the Company- is paying under protest of those concepts in its monthly affidavits. As of December 31, 2024, the Company has not recognized any credits related to these concepts.
While it cannot be assured that these issues will be favorably resolved at the administrative stage, the Company’s Management, with the assistance of its legal advisors, considers that has solid legal and de facto arguments to support the position of Telecom Argentina.
iii) | FFSU - Impact on the Company with respect to the services originally provided by Cablevisión |
As of the date of the Consolidated Financial Statements, the Regulatory Authority has not yet approved the Project filed by Cablevisión on June 21, 2011, within the framework of SC Resolution No. 9/11, in order to fulfill the SU contribution obligation for the amounts accrued since January 2001 until the effectiveness of Decree No. 558/08.
e) Spectrum
| i) | Spectrum Allocation for SCMA |
In 2014, the Company was awarded Lots 2, 5, 6 and 8 and the remaining frequencies of the PCS and the SRMC, as well as those of the spectrum for the SCMA.
The use of the frequencies is granted for a period of
Once the term of use granted for the different frequencies has expired, the Regulatory Authority may extend the validity at the express request of the successful bidder (which will be onerous and under the price and conditions established by it).
| ii) | Frequencies for Subscription Broadcasting Service |
In relation to subscription broadcasting license (such as cable television) are considered, for all purposes, a Licencia Única Argentina Digital, with a registration for such service. The LAD establishes a 10-year extension starting in January 2016 for the use of spectrum frequencies for subscription broadcasting license holders via radio link.
| iii) | Spectrum incorporated to the Company under the corporate reorganizations of Telecom and the merger with Cablevisión |
In December 2017, the Company was served with ENACOM Resolution No. 5,644-E/2017, whereby that agency decided, among other things, to authorize the transfer in favor of Telecom Argentina of the authorizations and permits to use frequencies and allocations of numbering and sign-posting resources to provide the services held by Cablevisión, pursuant to effective regulations, and the agreement executed by Nextel Communications Argentina S.R.L. on April 12, 2017 (IF-2017-08818737-APN-ENACOM#MCO).
Telecom Argentina shall, within a term of two years as from the date on which the merger with Cablevisión was approved by the CNDC and ENACOM, return the radio-electric spectrum that exceeds the limit set under Section 5 of Resolution No. 171-E/17 issued by the Ministry of Communications. For these purposes, 80 MHz exceeded the limit set.
During 2019, the Company proceeded with a partial return of the radio-electric spectrum (40 MHz), which was completed in March 2022 (40 MHz remaining).
On March 15, 2022, ENACOM issued Resolution No. 419/2022 through which it accepted the return of spectrum by Telecom Argentina under the terms of ENACOM Resolution No. 5644-E/2017.
The accounting impact for the year ended on December 31, 2022 is detailed in Note 3.m).
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TELECOM ARGENTINA S.A.
| iv) | ENACOM Resolution No. 798/2022 – On-demand allocation of spectrum blocks |
Through Resolution No. 798/2022, ENACOM began the process for the on-demand allocation of spectrum blocks of the 2500-2570 MHz and 2,620-2,690 MHz frequencies for the provision of SCMA services. Through said Resolution, ENACOM also approved the bidding terms and conditions and the list of locations for which there is spectrum available for the provision of SCMA services. Article 12 of the bidding term and condition allowed the return of portions of spectrum previously assigned as a means of payment for the assigned frequencies.
Through Resolution No. 1,729/2022, ENACOM assigned to the Company the spectrum blocks requested and the return of the spectrum proposed by Telecom was accepted as part of payment.
| v) | STeFI - 5G spectrum allocation |
Through Resolution No. 1,289/2023, published in the Official Gazette on August 29, 2023, ENACOM’s Board allocated the frequency band between 3,600 and 3,700 MHz to the Fixed Service and to the Land Mobile Service, both with primary status, and established its use in time-division duplex (TDD) mode for the provision of STeFI on the use of Fifth Generation (5G) technology in the country, regulated by ENACOM Resolution No. 2,385/2022, whose objective was to establish the conditions of the service, the essential benefits and the minimum technological guidelines that guarantee its quality and efficiency.
Through Resolution No. 1,285/2023, published on the same date, ENACOM authorized the call for bids for the allocation of frequency bands for the provision of STeFI and approved the General and Particular Bidding Terms and Conditions for the Allocation of Frequency Bands from 3,300 to 3,600 MHz (“Bid Form”), divided into three lots of 100 MHz each. The base price for each lot was set at US$
On October 24, 2023, the Auction was held for the above-mentioned Bid, where Telecom was awarded Lot 2 (
The award of the right to use the frequency band implied the capitalization as intangible assets of $
f) Main Regulatory issues – Fintech Services
Foreign companies
Personal Envíos is authorized by the Central Bank of the Republic of Paraguay to operate as an Electronic Payment Company (“EMPE”, for its Spanish acronym) through Resolution No. 6 issued on March 30, 2015.
Argentina
Since November 20, 2020, Micro Sistemas has been registered as a PSP offering payment accounts. On July 4, 2024, it was registered as an Acceptor of Transfers and, on October 21, 2024, it obtained registration as a Payment Aggregator.
Furthermore, in August 2022, it was registered in the Interoperable Digital Wallets Registry, and during the first quarter of 2023, it was registered in the Other Non-Financial Credit Providers Registry. Therefore, Micro Sistemas is governed by the BCRA regulations for payment service providers, National Payment System-Payment Services, non-financial credit providers, and their supplementary regulations.
Additionally, Micro Sistemas is required to comply with the provisions for the Protection of Financial Services Users and supplementary regulations issued by the BCRA.
The most important provisions of the effective regulations are detailed below:
| a) | Offering of Accounts and Funds Management: The companies registered with the BCRA as PSP offering payment accounts can offer accounts for debits and credits within a payment scheme. The accounts offered by PSPs are called payment accounts, which are unrestricted and denominated in pesos, allowing customers to order and receive payments. |
Customers’ funds credited to the payment accounts offered by payment service providers offering payment accounts must be available at all times (immediately upon demand by the customer) for an amount at least equivalent to that credited to the payment account. To this end, the systems implemented by payment service providers offering payment accounts must be able to identify and individualize the funds of each customer.
The customers’ funds must be deposited in checking accounts in pesos held with Argentine financial institutions. For more information about restricted funds to be paid to customers see Note 4.a).
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TELECOM ARGENTINA S.A.
Notwithstanding the foregoing, at the express request of the customer, the funds credited to payment accounts can be applied to investments in “mutual funds” in Argentina. Such funds shall be debited from the relevant payment account, in which case the amounts invested in mutual funds must be reported separately from the balance of the payment account.
For transactions on their own account (payment to suppliers, payment of salaries, etc.), PSPs must use an “operational” bank account (unrestricted) separate from the bank account in which the customers’ funds of PSPs offering payment accounts are deposited.
Deposits in pesos in accounts of payment service providers offering payment accounts, where customers’ funds are deposited, will be subject to a minimum cash requirement of
| b) | Oversight and Reporting Regime: PSPs shall comply with the reporting regime provided for in different communications issued by the BCRA and give access to their facilities and documentation to SEFyC’s personnel designated for this purpose, and make available to the BCRA tools for real-time inquiries and reporting that the Deputy General Manager of Payment Methods may determine for each type of supplier according to its volume of operations. |
| c) | Transparency Advertisements made through any media and any documentation issued by PSPs must clearly and expressly state that: a) they only offer payment services and are not authorized by the BCRA to operate as financial entities, and b) funds deposited in payment accounts do not constitute deposits in a financial institution, nor do they have any of the guarantees that such deposits may enjoy in accordance with applicable laws and regulations regarding deposits in financial institutions. |
| d) | Transfers of funds sent and received in payment accounts: PSPs must comply with the obligations set out in the “National Payment System - Transfers Rules.” and “National Payment System – Transfers – Supplementary Rules”. |
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Detailed below are the most relevant accounting policies used by the Company for the preparation of these recast consolidated financial statements, which have been applied uniformly with respect to comparative years.
a) Going Concern
The recast consolidated financial statements have been prepared on a going concern basis as there is a reasonable expectation that Telecom Argentina and its subsidiaries will continue its operational activities in the foreseeable future (and in any event with a time horizon of more than twelve months).
b) Foreign Currency Translation
Items included in the financial statements of each of Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The recast consolidated financial statements are presented in Argentine pesos, which is the functional currency of all Company’s subsidiaries located in Argentina. In general, the functional currency for the Company’s foreign subsidiaries is the respective legal currency of each country, except for Opalker and its subsidiaries Ubiquo and Parklet, where functional currency is the US dollar.
The assets and liabilities of the Company’s foreign subsidiaries are translated using the exchange rates in effect at the reporting date, while income and expenses are translated at the average exchange rates for the year. Translation differences resulting from the application of this method are recognized under Other Comprehensive Income. The cash flows of foreign consolidated subsidiaries expressed in foreign currencies included in the recast consolidated financial statements are translated at the average exchange rates for each year.
c) Foreign Currency Transactions
Transactions in foreign currencies are translated into the functional currency using the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the foreign exchange rate prevailing at the reporting date. Exchange differences recognized in real terms, are included in the consolidated income statement in the items “Foreign currency exchange gains (losses) on borrowings” and “Other foreign currency exchange gains (losses)” within the line items “Financial results from borrowings” and “Other financial results, net”, respectively, except when they are deferred in equity for transactions that qualify as cash flow hedges, if applicable.
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TELECOM ARGENTINA S.A.
d) Principles of consolidation and equity method
d.1) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Company (see item d.7) to this Note).
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
Inter-company transactions, balances and unrealised gains on transactions between Telecom and its subsidiaries are eliminated.
The subsidiaries’ financial statements cover the same periods and are prepared as of the same closing date and in accordance with the same accounting policies as those of the Company.
Note 1.b) details the subsidiaries, together with the interest percentages held directly or indirectly in each subsidiary’s capital stock and votes, main activity and country of origin as of December 31, 2024.
d.2) Transactions with non-controlling interests
The Company considers any transactions executed with non-controlling shareholders that do not result in a loss of control, as transactions among shareholders. A change in the equity interests held by the Company is considered as an adjustment in the book value of controlling interests and non-controlling interests to reflect the changes in its relative interests. The differences between the amount for which non-controlling interests are adjusted and the fair value of the consideration paid or received and attributed to the shareholders of the controlling company will be directly recognized in “Other comprehensive income (loss)” in the equity attributed to the parent company.
d.3) Investments in Associates
Associates are all entities over which the Company has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity method (see item d.5) to this Note), after initially being recognised at cost.
Note 4.a) details the investments in associates, together with the interest percentages held directly or indirectly in each company’s capital stock and votes, main activity and country of origin as of December 31, 2024.
d.3.1) Investment in TSMA
As of December 31, 2023, the Company held
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.
Following this share exchange and transfer, Telecom holds
d.4) Joint arrangements
Under IFRS 11 “Joint Arrangements” investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor.
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TELECOM ARGENTINA S.A.
d.4.1) Joint operation
The Company, in relation to its participation in a joint operation, recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses.
Telecom held a
d.4.2) Joint venture
Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost in the consolidated statement of financial position.
In April 2023, the Company acquired a
d.5) Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Company’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Company’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
The Company’s investment in associates includes the goodwill identified at the time of the acquisition, net of any impairment losses. For more information on impairment of Fixed Assets, see item m) to this Note.
Unrealised gains on transactions between the Company and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities.
The associates’ and joint ventures´ financial statements cover the same periods and are prepared as of the same closing date as those of the Company’s. Adjustments were made, where necessary, to the associates’ extra-accounting information so that their accounting policies are in line with those used by the Company.
d.6) Consolidation of structured entities
The Company, through one of its subsidiaries located in Uruguay, has executed certain agreements with other companies for the purpose of rendering on behalf of and by order of such companies’ certain installation services, collections, administration of subscribers, marketing and technical assistance, financial and general business advising, with respect to cable television services in Uruguay. The Company maintains control of these entities in accordance with the guidelines of IFRS 10, so the recast consolidated financial statements include their assets, liabilities, and results. Since the Company does not hold an equity interest in these companies, the offsetting entry of the net effect of the consolidation of the assets, liabilities and results of these companies is disclosed under the line items “Equity attributable to non-controlling interests” and “Net Income attributable to non-controlling interests”.
d.7) Business Combinations
The Company applies the acquisition method of accounting for business combinations. The consideration for each acquisition is measured at fair value of the assets given (acquisition cost).
The identifiable assets and the liabilities assumed of the acquired company that meet the conditions for recognition under IFRS 3 are recognized at fair value at the acquisition date, except for certain particular cases provided by such standard.
Any excess between: a) the sum of the consideration transferred, plus non-controlling interests (valued at fair value or at their proportional participation on identifiable net assets), plus acquisition‑date fair value of the acquirer’s previously held equity interest in the acquire (if any) and b) the net of the acquisition‑date amounts of the identifiable assets acquired and the liabilities assumed determined on the acquisition date, is recognized as goodwill. Otherwise, the gain is immediately recognized in the income statement.
Acquisition direct costs are recognized in the Income Statements when they are incurred.
For more details on the acquisitions made by the Company and its subsidiaries, see Notes 1.b) and 28.
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TELECOM ARGENTINA S.A.
d.8) Business combinations under common control
The 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.
e) Revenues
Revenues are recognized (net of discounts and returns) to the extent the sales agreement has commercial substance, provided it is considered probable that economic benefits will flow to the Company and their amount can be measured reliably.
The Company discloses its revenues into two large groups: services and equipment. Revenues from sales of services are recognized at the time services are rendered to the customers. Revenues from sales of equipment are recognized at the point in time when the control is transferred and the performance obligation is performed.
The main performance obligations of Telecom and its subsidiaries are:
- | Mobile Services: include mainly consist of monthly basic fees, revenues on prepaid calling cards and online recharges, airtime usage charges, roaming and interconnection charges, VAS charges, and other services. Telecom provides mobile services in Argentina and Paraguay. |
- | Internet Services: include mainly consist of fixed monthly fees received from residential and corporate customers (mainly high-speed subscriptions – broadband and non-dedicated internet-). Telecom provides internet services in Argentina and Paraguay. |
- | Cable Television Services: include mainly consist of monthly fees and certain variable consumption fees related to on demand services. Telecom provides cable television services in Argentina, Uruguay and Paraguay. |
- | Fixed and Data Services: include mainly consist of voice services monthly fees, measured service and monthly fees for additional services (among them, call waiting, itemized billing and voicemail), interconnection services, capacity leases and data transmission services for companies (among others; private networks, dedicated lines, broadcasting signal transport, cybersecurity and IOT solution – internet of things –). Telecom provides fixed and Data services in Argentina, USA, Uruguay, Paraguay and Chile. |
- | Other Services Revenues: include mainly revenues from billing remuneration and collection management on behalf of third parties, revenues related to fintech services, administrative revenues and revenues from the sale of advertising space, among others. |
Revenues from transactions that include more than one item have been recognized separately to the extent they have commercial substance on their own. In those cases, in which payment is deferred in time, such as construction contracts, the effect of the time value of money must be accounted for. Non-refundable up-front connection fees (one-time revenues), generated at the beginning of the relationship with the customers, are deferred and charged to income over the term of the contract or, in the case of indefinite period contracts, over the average period of the customer relationship.
Monthly fees paid in advance are disclosed net of trade receivables until the service is rendered.
Revenues on construction contracts are recognized based on the stage of completion (percentage of completion method). Such method provides an accurate representation of the transfer of goods in construction contracts because revenues are recognized based on the progress of the construction. When the outcome of a construction contract can be estimated reliably, the revenues and costs associated with the construction contract are recognized as revenues and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period. When it is probable that total contract costs will exceed total contract revenues, the expected losses are immediately recognized as expenses.
During the years ended December 31, 2024 and 2023, the Company has
f) Financial Instruments
At initial recognition, the Company measures financial assets and liabilities at its fair value.In the case of a financial asset, not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to its acquisition or issuance will be added or removed.
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TELECOM ARGENTINA S.A.
f.1) Financial Assets
Classification and measurement
The Company classifies its financial assets other than DFI in the following measurement categories:
-Amortised cost: Assets that are held for collection of contractual cash flows, where those cashflows represent solely payments of principal and interest, are measured at amortised cost.
-Fair value: Assets that do not meet the criteria for amortised cost are measured at fair value (either through OCI or through profit or loss).
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. As of December 31, 2024 and 2023, the Company only maintains financial assets measured at amortised cost and financial assets measured fair value through profit or loss.
Interest income and expenses from financial assets at amortised cost is included in “Other interest, net” within “Other financial results, net” using the effective interest rate method. Any gain or loss from financial assets at fair value for invesment is recognised in profit or loss and presented net in “Fair value gains/(losses) on financial assets at fair value through profit or loss” within “Other financial results, net” in the period in which it arises.
The Company reclassifies debt investments only when its business model for managing those assets changes.
Financial assets, excluding DFI, include:
Cash and Cash Equivalents
Cash equivalents are short-term and highly liquid investments that are readily convertible to known amounts of cash, subject to an insignificant risk of changes in value and their original maturity or the remaining maturity at the date of purchase does not exceed three months. Cash and cash equivalents are recorded according to their nature, at fair value or amortized cost.
The Company applies the indirect method to reconcile the net income for the year with the cash flows generated by its operations.
Bank overdrafts are disclosed in the consolidated statement of financial position as current borrowings and in the cash flow statements as financing activities of Telecom and its subsidiaries, because they are part of the short-term financial structure.
Trade and Other Receivables
Trade and other receivables are initially recognized at fair value and, in general, subsequently measured at amortized cost using the effective interest method, less allowances for doubtful accounts. For more information about the measurement of trade and other receivables, see Note 22.
Sometimes, mobile telephony customer pays for the handset the price net of the discount. Such discount is allocated between handset sale revenues and service revenues, generating, initially, the recognition of a contractual asset. Contractual assets are initially recognized at fair value and subsequently measured at amortized cost, less allowances for bad debts, if any.
The effects of the variation in the fair value of certain indemnifiable assets and the acquisition compensation credit impact the line Financial discounts on assets, debts and others in Other financial results, net.
Investments
Governments bonds include the Bonds issued by National, Provincial and Municipal Governments. Securities and bonds are measured at fair value.
Time deposits are held for collection of contractual cash flows, where those cashflows represent solely payments of principal and interest, are measured at amortised cost.
Investments in mutual funds are carried at fair value.
Impairment of Financial Assets
At the time of initial recognition of financial assets (and at each closing), the Company estimates the expected losses, with an early recognition of a provision, pursuant to IFRS 9.
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Regarding trade receivables, and using the simplified approach provided by such standard, the Company measures the allowance for doubtful accounts for an amount equal to the lifetime expected credit losses.
The expected losses to be recognized are calculated based on a percentage of un-collectability per maturity ranges of each financial asset. For such purposes, the Company analyzes the performance of the financial assets grouped by type of market. Such historical percentage must contemplate the future collectability expectations regarding those financial assets and, therefore, those estimated changes in performance.
Derecognition of Financial Assets
The Company derecognizes a financial asset when the contractual rights to the cash flows of such assets expire or when it transfers the financial asset and, therefore, all the risks and benefits inherent to the ownership of the financial asset are transferred to another entity.
f.2) Financial Liabilities
Classification and measurement
Financial liabilities comprise trade payables, borrowings, leases liabilities and certain Other liabilities.
Financial liabilities are initially recognized at fair value and subsequently measured, generally, at amortized cost. For more information about the measurement of Financial liabilities, see Note 22.
Borrowings
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
In the case of loan exchange, the Company analyzes whether the modifications therein are substantial or not, in order to define whether it is a cancellation or modification, respectively, of the original liability. If the analysis results in a cancellation, a new liability is recognized. If it is not accounted for as a cancellation, any costs or fees incurred adjust the carrying amount of the borrowing and are amortised over the remaining term of the modified borrowing. The results generated by the renegotiation of loans are included in the line “Borrowings renegotiation results” within Financial results from borrowings.
Other liabilities
Below are some particular issues regarding certain financial liabilities included in Other liabilities.
Funds to be paid to customers correspond to the amounts owed to users of the digital wallet, held by the subsidiary Micro Sistemas. These funds are held in the user’s payment account until the user requests withdrawal.
Derecognition of Financial Liabilities
The Company derecognize a financial liability (or part of it) when it has been extinguished, i.e., when the obligation specified in the corresponding agreement is discharged, repaid or expires.
f.3) Derivatives
Derivatives are recognised at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.
Derivatives are used by Telecom and its subsidiaries to manage their exposure to exchange rate and interest rate risks.
At inception of the hedge relationship, the Company documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Company documents its risk management objective and strategy for undertaking its hedge transactions.
DFIs are classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months. They are classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
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TELECOM ARGENTINA S.A.
The effective portion of changes in the fair value of DFI that are designated and qualify as cash flow hedges is recognised in OCI. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, within “Financial costs”. When a hedge no longer meets the criteria for hedge accounting, gains or losses are immediately reclassified to profit or loss.
Changes in the fair value of DFI that do not meet the criteria for hedge accounting, are recorded in profit or loss.
If the hedged item is a prospective transaction that results in the recognition of a non-financial asset or liability or a firm commitment, the cumulative gain or loss that was initially recognized in OCI is reclassified to the carrying amount of such asset or liability.
For additional information about derivatives instruments, see Note 22.c).
g) Inventories
Inventories are measured at the lower of the restated for inflation cost and net realizable value. The cost is determined under the weighted average price method. The net realizable value represents the estimated selling price in the ordinary course of business less the applicable variable sale costs.
The estimate of the Allowance for obsolescence of inventories is determined for those assets that, at year end, due to the advancement of technology and/or slow rotation, have lost their value.
The value of inventories does not exceed its recoverable value at the end of the year.
h) PP&E
PP&E is measured at acquisition and/or construction cost restated for inflation less accumulated depreciation and impairment losses. Acquisition cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within “Other operating expenses”.
Depreciation of PP&E is calculated on a straight-line basis over the ranges of estimated useful lives of each class of assets. The ranges of the estimated useful lives of the main classes of PP&E are the following:
| Estimated Useful Life (in years) | |
Real Estate |
| |
Fixed Network and Transportation | ||
Mobile Network Access |
| |
Tower and Pole |
| |
Switching Equipment |
| |
Computer Equipment |
| |
Vehicles |
| |
Goods lent to customers at no cost |
| |
Power Equipment and Installations |
| |
Machinery, diverse equipment and tools |
|
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
i) Intangible Assets
Intangible assets are valued at their restated for inflation cost, less accumulated amortization (in the case of intangible assets with a finite useful life) and impairment losses, if any.
Intangible assets comprise the following:
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- Incremental Costs from the Acquisition of Contracts: These costs are capitalized as intangible assets to the extent the conditions for the recognition of an intangible asset are met, i.e., provided the Company expects to recover those costs and provided they are costs that the Company would not have incurred if the contract had not been successfully obtained. Such assets will be amortized under the straight-line method over the contractual relationship of the related transferred service.
- Licenses
a. | 5G licenses: Includes the assignment of 5G spectrum of the frequency bands (3,400-3,500 MHz) assigned to the Company. |
b. | 3G/4G licenses: Includes the 3G and 4G frequency bands assigned to the Company. |
c. | Núcleo´s licenses: Includes PCS licenses, for spectrum in the 700 MHz band and internet and data transmission licenses. |
d. | PCS and SRCE licenses (Argentina), for which the Company’s Management has considered that the licenses have an indefinite useful life because there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Company. Therefore, these licenses are subject to a recoverability assessment, at least on an annual basis. |
The Company’s management has concluded that the licenses described in a), b) and c) have a finite useful life.
- Customer Relationship: Customer relationship comprises contracts with Telecom’s customers that were incorporated as a result of the merger between Telecom and Cablevisión, as well as those customer contracts identified as a result of acquisitions made by Telecom. They are amortized over the estimated term of the relationship with the acquired customers.
- Brands: It includes the brands Telecom and Personal, which were recognized as a result of the merger between Telecom and Cablevisión. Also, it includes the brand Foptik Internet by fiber optics, incorporated as a result of the acquisition of NYSSA. These brands are not amortized because they are considered to have an indefinite useful life, and, therefore, are subject to evaluation of their recoverability at least annually.
- Content activation: The Company capitalizes payments made for the acquisition of audiovisual content licenses and payments made for co-production of content, which includes direct costs and general production expenses, until the content is made available.
- Internally generated software: are internally generated developments that meet the capitalization criteria established in IAS 38, among others, that is, those directly attributable to the design and testing of identifiable software, which are recognized as intangible assets when the following criteria are met: a) it is technically feasible to complete the software so that it will be available for use; b) management intends to complete the software and use or sell it; c) there is an ability to use or sell the software; d) it can be demonstrated how the software will generate probable future economic benefits; e) adequate technical, financial and other resources to complete the development and to use or sell the software are available; and f) the expenditure attributable to the software during its development can be reliably measured. These costs include personnel remuneration costs.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Costs associated with maintaining software programs are recognised as an expense as incurred.
- Other: Included exclusivity rights and software rights of use, among others.
Depreciation of intangible assets is calculated on a straight-line basis over the ranges of estimated useful lives of each class of assets. The ranges of the estimated useful lives of the main classes of intangible assets are the following:
Estimated useful lives (years) | ||
5G licenses | ||
3G/4G licenses |
| |
Núcleo´s licenses |
| |
Customer Relationship |
| |
Incremental Costs from the Acquisition of Contracts |
| |
Content activation |
| |
Internally generated software |
| |
Other |
|
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TELECOM ARGENTINA S.A.
Exchange of non-monetary assets
In accordance with IAS 38, to recognize an intangible asset through an exchange, it must have commercial substance. In that case, the cost of the intangible asset received will be measured at its fair value.
In relation to the spectrum assignment and return process (framed within the guidelines of IAS 38 regarding the exchange of non-monetary assets, see Note 2.e.iv), as of December 31, 2022, the Company recognized a net gain of $
j) Assets classified as held for sale
According to IFRS 5, non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for certain exceptions.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the noncurrent asset is recognised at the date of derecognition.
Non-current assets are not depreciated or amortised while they are classified as held for sale and are presented separately from the other assets in statements of financial position.
In June 2024, the Company classified
In December 2024, the Company completed the sale and transfer of title for
As of December 31, 2024,
The Company’s Management estimates that the title of this property will be transferred before June 2025.
Sale of the property “Costanera”
In 2022, the Company entered into an agreement for the sale of the ‘Costanera’ building, which was subject to the authorization of the sale by ENACOM. The sale price amounted to US$
In October 2023, the Company signed the deed and delivered possession of the property.
Finally, considering that the carrying amount of the assets associated with the sale exceeded its recoverable value, which has been calculated based on fair value less costs of disposal (classified as level 1 in the fair value hierarchy), the Company, as of December 31, 2023 and 2022, recognized an impairment of $
k) Right of use assets and lease liabilities
Telecom maintains several contracts that fall under the definition of leases in accordance with IFRS 16, which can be summarized as follows: a) sites leases (for antenna placement); b) real estate leases (for commercial offices and others); c) poles leases (for wiring layout); d) dark fiber rights of use (for data transmission) and e) space leases (for localization of own antennas).
Right of use assets are measured at restated for inflation cost comprising the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs.
The average useful life is estimated at
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TELECOM ARGENTINA S.A.
Lease liabilities include the net present value of the fixed payments (including in-substance fixed payments), less any lease incentives receivable, the variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date, the amounts expected to be payable by the Company under residual value guarantees, the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and the payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
The financial results generated by lease liabilities (interest and exchange differences) are included in Other foreign currency exchange gains (losses) and Other interests, net within Other financial results, net.
Finally, the Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
l) Goodwill
Goodwill is measured as described in item d.7) of this Note. Goodwill has indefinite useful life and its recoverable value must be assessed at least once a year.
m) Impairment of Fixed Assets
The Company assesses whether there are any indicators of impairment in the value of the assets that are subject to amortization, contemplating both internal and external factors.
Intangible assets with an indefinite useful life and goodwill are not subject to amortization and are tested for impairment at least annually, at closing date of every year, or more frequently if events or circumstances indicate that they might be impaired.
The carrying value of an asset is considered impaired by the Company when it is higher than its recoverable value, which is the higher of the fair value (less direct selling costs) and its value in use. In this case, a loss shall be immediately recognized in the consolidated statement of income.
To assess impairment losses, the Company groups the assets into cash-generating units (CGU), which represent the smallest group of assets that generates independent cash inflows of the cash flows derived from other assets or groups of assets. The Company has defined, according to the characteristics of the services provided and its Fixed Assets that the operations carried out by the Company and its subsidiaries in Argentina of ICT services comprise a single CGU (CGU Telecom), and each foreign subsidiary and associate and other subsidiaries in Argentina offering other services than ICT services, represent separates CGUs. According to this, the net book value of a CGU includes goodwill, intangible assets with an indefinite useful life and assets with a defined useful life.
The table below shows the impairment recognized by concept:
As of December 31, | ||||||
2024 | 2023 | 2022 | ||||
Gain (loss) | ||||||
Return of radioelectric spectrum (See Note 2.e.iii) | | — | | — | | ( |
Assets classified as held for sale (See Note 3.j) |
| — |
| ( |
| ( |
Telecom Goodwill (See Note 3.u.1) |
| — |
| — |
| ( |
Goodwill allocated to subsidiaries |
| — |
| — |
| ( |
Others (a) |
| |
| ( |
| |
Total |
| |
| ( |
| ( |
| a) | In 2022, it includes recovery of provisions for $ |
Except for the above mentioned, no other significant impairments have been identified as a result of the evaluation realized.
The possible reversal of PP&E, intangible assets and rights of use assets impairment losses is reviewed for the issuance of all consolidated financial statements. The net effects of the constitution and recovery of the above-mentioned impairments are recorded under “Impairment of Fixed Assets”, which is described in Note 24.
For further information on recoverability of goodwill analysis, see item u.1) - “Recoverability of Goodwill” to this Note.
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TELECOM ARGENTINA S.A.
n) Other liabilities
Pension Benefits
Pension benefits shown under Other liabilities represent accrued benefits under collective bargaining agreements for employees who retire upon reaching normal retirement age, or earlier due to disability in Telecom Argentina. Benefits consist of the payment of a single lump sum equal to the salary of one month for each five years of service at the time of retirement due to retirement age or disability. The collective bargaining agreements do not provide for other post-retirement benefits such as life insurance, health care, and other welfare benefits.
The net periodic pension costs are recognized in the income statement, segregating the financial component, as employees render the services necessary to earn pension benefits. However, actuarial gains and losses should be presented in the statements of comprehensive income. Actuarial assumptions and demographic data, as applicable, were used to measure the benefit obligation as required by IAS 19, as amended. The Company does not make plan contributions or maintain separate assets to fund the benefits at retirement.
The actuarial assumptions used are based on market interest rates, experience and the best estimate made by the Company’s Management of the future economic conditions. Changes in these assumptions may impact future benefit costs and obligations. The main assumptions used in determining expense and benefit obligations are the following:
| 2024 | | 2023 | | 2022 | |
Discount Rate (1) |
| |||||
Projected increase rate in compensation |
|
1) | Represents real discount rates. |
Additional information on pension benefits is provided in Note 18.
Deferred revenues on prepaid credit
Revenues from unused traffic and data packs for unexpired prepaid credits are deferred and recognized as revenue when they are used by customers or when such credit expires, whichever happens first.
Deferred revenues on connection fees
Non-refundable up-front connection or installation fees for fixed telephony, data, cable and Internet services are deferred over the term of the contract, or in the case of indefinite period contracts, over the average period of customer relationship.
Deferred Revenues on International Capacity Leases
Under certain network capacity purchase agreements, the Company sells excess purchased capacity to other carriers. Revenues are deferred and recognized as services are provided.
o) Salaries and Social Security Payables
These include unpaid salaries, vacation and bonuses and their related social security contributions, as well as termination benefits, and are measured at the amounts expected to be paid when the liabilities are settled.
Termination benefits represent severance indemnities that are payable when employment is terminated in accordance with labor regulations, or when, at the discretion of the Company, an employee is offered severance in exchange for these benefits.
In the case of severance compensations resulting from agreements with employees leaving the Company upon acceptance of voluntary redundancy, the compensation is usually comprised of a special cash bonus paid upon signing the severance agreement, and in certain cases may include a deferred compensation, which is payable in monthly installments calculated as a percentage of the prevailing wage at the date of each payment (“prejubilaciones”). The employee’s right to receive the monthly installments mentioned above starts on the date they leave the Company and ends either when they reach the legal mandatory retirement age or upon the decease of the beneficiary, whichever occurs first.
p) Taxes Payable
The main taxes that have an impact on net income are the following:
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TELECOM ARGENTINA S.A.
Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Income tax is recognized in the consolidated income statement, except to the extent that they relate to items recognized in Other comprehensive income or in equity, in which case they will also be recognized under such items. The income tax expense for the year comprises current and deferred tax.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates uncertain tax positions taken based on what is described in section u.4 of this note.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the recast consolidated financial statements, whose reversals in the future will have an impact on taxable income. The deferred tax asset / liability is disclosed under a separate item of the Consolidated Statements of Financial Position.
Deferred tax assets (including unused tax loss carryforwards) are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Tax loss carryforwards may be computed against future taxable income for a maximum of
Deferred tax assets that may arise from differences related to investments in controlled companies will be recognized whenever it is probable that the temporary differences will reverse in the foreseeable future and that taxable profits are available against which said temporary differences can be used.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
A deferred tax asset shall be subjected to a recoverability test at the end of every reporting period in line with what is described in section u.3 of this note.
In Argentina, since fiscal year 2021, Law No. 27,630 stablished an increasing rate scale related to the taxable income of each taxpayer, which is adjusted annually starting in fiscal year 2022 according to the CPI of October of the prior year to the adjustment, with respect to the same month of the previous year.
The scales of rates in force in each year presented based on the taxable income are detailed below:
Rate | | 2024 | | 2023 | | 2022 |
|
25% | | Up to $34.7 million | Up to $14.3 million | Up to $7.6 million | |||
30% | | For the exceeding of $34.7 million and up to $347 million | For the exceeding of $14.3 million and up to $143 million | For the exceeding of $7.6 million and up to $76 million | |||
35% | | For the exceeding of $347 million | For the exceeding of $143 million | For the exceeding of $76 million |
In addition, there is in force a withholding tax regime on distributed dividends of
In Argentina, cash dividends received from a foreign subsidiary are computed on the statutory income tax rate under the application of the “world rate” principle. However, as per tax law, income taxes paid abroad may be recognized as tax credits, both the income tax paid abroad by the subsidiary and the withholding tax on cash dividends.
The statutory income tax rate in Uruguay was
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TELECOM ARGENTINA S.A.
The statutory income tax rate in Paraguay was
In the USA, the federal flat income tax rate is
In Chile, the income tax rate for companies under the Pro Pyme regime (as is the case of Ubiquo) is
Income Tax Inflation Adjustment
In accordance with the provisions of the regulations in force in the Income Tax Law, the Company applies the income tax inflation adjustment set out in Title VI of the income tax law since fiscal year 2019, as since that year the variation of the CPI required was verified by the regulation.
The income tax inflation adjustment corresponding to fiscal years beginning on or after January 1, 2021, is fully charged to the fiscal year.
Additionally, it was established, in general, the update of the cost of several assets -in case of disposal- and the update of computable depreciation of Fixed Assets, to all acquisitions or investments made in fiscal years beginning on January 1, 2018 based on changes in the CPI.
On December 1, 2022, the Law No. 27,701 was enacted, which provided that taxpayers who determine a positive inflation adjustment in the first and second fiscal years beginning on January 1, 2022 may allocate one-third in that fiscal period and the remaining two-thirds in equal parts to the two immediately following fiscal periods. The computation in the indicated manner will proceed for those subjects who make investments in the purchase, construction, manufacture, elaboration or import of Fixed Assets (except automobiles) during each of the immediate fiscal periods following the computation of first third, for an amount greater than or equal to the 30 billion pesos. Given that the Company made investments during 2023 and 2024 - and plans to do so in 2025 - for more than $30 billion per year, as of December 31, 2022, and 2023, it has determined the tax inflation adjustment by imputing it as stipulated in Law No. 27, 701.
Other Taxes and fees
In addition, the Company is affected by various taxes and fees that affect its activity, such as: a) VAT, b) internal taxes, c) export duties, d) tax on bank credits and debits, e) turnover tax, f) municipal fees, g) SU contribution, h) ENACOM’s control, inspection and verification fee and Radioelectric Rights, i) tax on audiovisual communication services, among others.
PAIS Tax on Imports of Services and Goods
On July 24, 2023, PEN issued Decree No. 377/2023, regulated through the RG (AFIP) No. 5,393, which provides that all purchases of foreign currency made by residents in the country on or after July 24, 2023 for the payment of obligations related to the activities detailed below will be subject to the PAIS tax (Spanish acronym for the phrase “For an Inclusive and Supportive Argentina”):
i) Acquisition of certain services described in the decree provided from abroad or services provided by non-residents within the country. In these cases, at the time of access to MULC, a tax perception of 25% will be applied on the amount in pesos disbursed. The same is provided for freight and other transportation services for import or export operations of goods, or their acquisition in the country when they are provided by non-residents, being in these cases, the tax perception of 7.5%. Which, through Decree No. 29/2023, published in the Official Gazette on December 31, 2023 and regulated by RG (AFIP) No. 5,464, said rate was raised to 17.5% as of December 13, 2023.
ii) The import of goods included in the Mercosur Common Nomenclature (NCM, for its Spanish acronym) except for products listed in the Decree. In these cases, the regulation provided for the application of a 7.5% tax rate, said rate was raised to 17.5% as of December 13, 2023. Through RG (AFIP) No. 5,393, AFIP establishes the application of a payment on account of 7.125% that will be calculated based on the FOB value stated in the import declaration and must be made at the time of formalizing the import declaration. Said payment on account may be deducted from the determined tax of 7.5% that is applicable at the time of access to the exchange market. Through RG (AFIP) No. 5,464, the payment on account was raised to 16.625% as of December 13, 2023.
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TELECOM ARGENTINA S.A.
Additionally, on December 22, 2023, the PEN issued Decree No. 72/2023, regulated through GR (AFIP) No. 5,468, which stipulates that the subscription in pesos of bonds or securities issued in US dollars by the Central Bank of Argentina (BCRA) is subject to the PAIS tax (Spanish acronym for the phrase “For an Inclusive and Supportive Argentina”) by those who hold debts for imports of goods with customs entry registration and/or imports of services - as established by the BCRA - effectively provided, up to and including December 12, 2023. Such imports must fall within the scope of the provisions of Decree No. 377/2023. The tax rate shall be 0% for subscriptions made up to and including January 31, 2024. Starting February 1, 2024, the tax rate is the one applicable to the import of goods with customs entry registration and/or import of services - as established by the BCRA - effectively provided up to and including December 12, 2023, for which the bonds or securities are subscribed.
The tax described is an expense that, by its nature, is caused by a financial transaction, which is the payment of an obligation with third parties. Consequently, and following its accounting policy, the Company has defined its disclosure in the consolidated income statement in the line “Other financial results, net” as “Other taxes and bank expenses”. As of December 31, 2024 and 2023, the expense recognized by this tax amounts to $
As provided in Law No. 27.541, the validity of the PAIS Tax ended on December 22, 2024.
q) Provisions
The Company records provisions when it has a present, legal or constructive obligation, to a third party, as a result of a past event, when it is probable that an outflow of resources will be required to satisfy the obligation and when the amount of the obligation can be estimated reliably.
If the effect of the time value of money is material, and the payment date of the obligations can be reasonably estimated, provisions to be accrued are the present value of the expected cash flows, considering the risks associated with the obligation. The increase in the provision due to the passage of time is recognized as finance expenses within “Other financial results, net”. For more information, see Note 19.
Provisions also include the expected costs of dismantling assets and restoring the corresponding site if a legal or constructive obligation exists.
r) Dividends
Dividends payables are reported as a change in equity in the year in which they are approved by the Shareholders’ Meeting.
For non-cash assets dividends, dividends payable are valued at the fair value of the assets to be delivered.
s) Merger Surplus
Due to the merger between Telecom Argentina (surviving entity and accounting acquired) and Cablevisión (absorbed entity), a merger surplus was generated, which mainly reflects the difference between the fair value of the consideration transferred and the book value of the equity of Telecom Argentina as of the effective date of the merger, which took place on January 1, 2018.
t) Net Earnings (losses) per Share
Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to owners of the Parent by the weighted average number of ordinary shares outstanding during the year. On the other hand, diluted earnings (losses) per share is computed by dividing the net income (loss) for the year by the weighted average number of common shares issued and dilutive potential common shares at the closing of the year. Since the Company has no dilutive potential common stock outstanding, diluted earnings (losses) per share and basic earnings (losses) per share are the same.
For the years ended December 31, 2024, 2023 and 2022 the weighted average number of shares outstanding amounted to
u) Use of Estimates
The preparation of recast consolidated financial statements requires the Company’s Management to make estimates and assumptions based also on significant judgments, experience and hypotheses considered reasonable and realistic in relation to the information known at the time of the estimate.
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TELECOM ARGENTINA S.A.
Such estimates have an effect on the measurement of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements as well as the measurement of revenues and costs during the year. Actual results could differ, even significantly, from those estimates because of possible changes in the factors considered in the determination of such estimates. Estimates are reviewed periodically.
The main accounting estimates and assumptions which require significant judgments, that could affect the valuation of assets and liabilities, are addressed below:
u.1) Recoverability of Goodwill
As indicated in section m) of this Note, the Company monitors goodwill and determines its recoverable value using the higher value between its fair value less costs of disposal and its value in use.
a) Year 2024
As of December 31, 2024, the Company reviewed the estimated recoverable value which was calculated based on the fair value less the costs of disposal of CGU Telecom, since it was higher than the value in use on the same date.
In order to determine the fair value less the costs of disposal, which amounted to $
The Company’s Management has used this valuation method because the share market price is volatile and subject to wide fluctuations, mainly due to the complex macroeconomic environment in the country.
In order to determine the fair value of the CGU Telecom, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a
As a result of the calculation mentioned above, the recoverable value exceeded the carrying amount of the CGU Telecom by approximately
As a sensitivity analysis, the Company has evaluated that variations in the following key assumptions would equate the fair value less costs of disposal with the carrying amount of the Telecom CGU, noting that:
a) | Decreasing a |
b) | Decreasing a |
As of December 31, 2024, the results of recoverability test were satisfactory, therefore, no impairment has been recorded.
Regarding the tests carried out for foreign Goodwill, they were satisfactory, therefore, as of December 31, 2024, no impairment has been recorded.
b) Year 2023
As of December 31, 2023, the Company reviewed the estimated recoverable value which was calculated based on the fair value less the costs of disposal of CGU Telecom, since it was higher than the value in use on the same date.
In order to determine the fair value less the costs of disposal, which amounted to $
The Company’s Management has used this valuation method because the share market price is volatile and subject to wide fluctuations, mainly due to the complex macroeconomic environment in the country.
F-41
TELECOM ARGENTINA S.A.
In order to determine the fair value of the CGU Telecom, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a
As a result of the calculation mentioned above, the recoverable value exceeded the carrying amount of the CGU Telecom by approximately
The Company has considered the following sensitivity analysis of the recoverability test, evaluating reasonably possible changes in the key assumptions:
c) | Decreasing a |
d) | if the Company had not considered a control premium, keeping the rest of the premises stable, the fair value less disposal costs would be |
As of December 31, 2023, the results of recoverability test were satisfactory, therefore, no impairment has been recorded.
Regarding the tests carried out for foreign Goodwill, they were satisfactory, therefore, as of December 31, 2023, no impairment has been recorded.
c) | Year 2022 |
c.1) Impairment of Goodwill as of September 30, 2022
As of September 30, 2022, the events of Covid-19 pandemic and the international conflict between Ukraine and Russia, added to the prevailing political conditions, negatively affected the Argentine economy in general and the stock market. in particular, the Company’s Management identified the need to review the estimate of the recoverable value of goodwill assigned to the CGU Telecom.
As of September 30, 2022, the Company determined the recoverable value as fair value less costs of disposal, since it was higher than the value in use.
In order to determine the fair value less the costs of disposal of the CGU Telecom, which amounted to $
The Company’s Management has used this valuation method because the share market price is volatile and subject to wide fluctuations, mainly due to the difficult macroeconomic environment.
In order to determine the fair value of the CGU Telecom, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a
As a result of the calculation mentioned above, the carrying amount of the CGU Telecom exceed the recoverable value by $
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TELECOM ARGENTINA S.A.
c.2) As of December 31, 2022
As of December 31, 2022, the Company reviewed again the estimated recoverable value which was calculated based on the value in use, since it was higher than the fair value less the costs of disposal on the same date.
The cash flows used as the basis for calculating the value in use corresponded to the budget 2023 approved by Management which was used as the basis for cash flow projections until 2027.
In order to determine the terminal value of the cash-generating unit, the Company considered a normalized constant cash flow taking into consideration a long-term growth rate of normalized constant cash flow of
For the preparation of such cash flows, the Company considered the current market situation in which Telecom operated. Likewise, the Company’s Management made estimates based on past performance and the future behavior of certain sensitive market assumptions, among them, the revenues, the discount rate after income tax, long-term growth rate of normalized constant cash flow and certain macroeconomic variables such as inflation and exchange rates.
Cash flows were discounted at a WACC of
As a result of the calculation mentioned above, the value in use exceed the carrying amount of the CGU Telecom by approximately
The Company has considered the following sensitivity analysis of the recoverability test, evaluating reasonably possible changes in the key assumptions:
a) | Decreasing the long-term growth rate of normalized constant cash flow to |
b) | Increasing the WACC to |
c) | Decreasing the revenues by |
As of December 31, 2022, the results of recoverability test were satisfactory, therefore, no impairment has been recorded in addition to described in section c.1).
Regarding the tests carried out for foreign Goodwill, they were satisfactory, therefore, as of December 31, 2022, no impairment has been recorded.
u.2) Useful lives and residual value (non-amortizable) of PP&E and Intangible assets
PP&E and intangible assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives. The determination of the depreciable amount of the assets and their useful lives involves significant judgment. The Company periodically reviews, at least at each financial year-end, the estimated useful lives and the residual value of its PP&E and amortizable intangible assets.
u.3) Income Tax and deferred tax: recoverability assessment of deferred tax assets and other tax receivables
Income taxes (current and deferred) are calculated in Telecom and its subsidiaries according to a reasonable interpretation of the tax laws in effect in each jurisdiction where the companies operate. The recoverability assessment of deferred tax assets sometimes involves complex estimates to determine taxable income and deductible and taxable temporary differences between the carrying amounts and the taxable amounts. In particular, deferred tax assets are recognized to the extent that future taxable income will be available against which they can be utilized. The measurement of the recoverability of deferred tax assets takes into account the estimate of future taxable income based on the Company’s projections.
The actual moment of the future taxable revenues and deductions may differ from those estimated, and may produce an impact on future income.
On the other hand, the recoverability assessment of the tax receivable related to the actions of recourse filed by the Company in connection with income tax inflation adjustment (Note 15), is based on the existing legal arguments and future behavior of Tax Courts and the National Tax Authority in revising the claims filed by the Company.
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TELECOM ARGENTINA S.A.
u.4) Uncertain tax positions
The Company’s Management periodically evaluates the positions taken in tax returns regarding situations in which the applicable tax regulation is subject to interpretation considering the probability that the tax authority will accept each treatment, and, if applicable, records tax provisions to reflect the effect of uncertainty for each treatment based on the amount estimated to be paid to the tax authorities.
If the final tax result with respect to uncertain treatments is different from the amounts that were recognized, such differences will have an effect on income tax and deferred tax provisions in the year in which such determination is made.
Uncertain tax positions are described in Note 15 under the headings “Income Tax – Reimbursement Claims filed with the Tax Authority” resulting from reimbursement claims filed with the AFIP to claim the full income tax overpaid for fiscal years 2009-2017 under the argument that the inability to apply income tax inflation adjustment is confiscatory and “Income Tax – Inflation adjustment for tax purposes” which describes the criteria followed by the Company by which it has calculated in its tax return corresponding to fiscal year 2021 the restated tax amortization of all its fixed and intangible assets pursuant to Articles 87 and 88 of the Income Tax Law and applying the tax loss carryforwards from previous years in accordance with the restatement mechanism provided under Article 25 of such Law, a criterion that was applied for the determination of the income tax provision for the 2024 year.
u.5) Provisions for Legal Claims and contingent liabilities
The Company is subject to proceedings, lawsuits and other claims related to labor, civil, tax, regulatory and commercial. In order to determine the proper level of provisions, Management assesses the likelihood of any adverse judgments or outcomes related to these matters as well as the range of probable losses that may result from the potential outcomes. Internal and external legal counsels are consulted on these matters. A determination of the amount of provisions required, if any, is made after analysis of each individual issue.
The determination by the Company’s Management of the required provisions may change in the future, among other reasons, due to new events that occur in each claim, or facts not known at the time of the evaluation of the cases or changes in the jurisprudence or applicable legislation.
u.6) Allowance for Bad Debts
The recoverability of trade receivables is measured by considering the aging of the accounts receivable balances, un-subscription of customers, historical write-offs, public sector and corporate customer creditworthiness and changes in the customer payment terms, as well as the estimates regarding future performance, assessing the expected credit loss in accordance with IFRS 9. If the financial condition of the customers were to deteriorate, the actual write-offs could be different from expected.
v) New Standards and Interpretations issued by the IASB
v.1) New Standards and Interpretations issued by the IASB applied by the Company
The Company has applied the following new standards and amendments for the first time from January 1, 2024:
Standards and | | Description | | Mandatory application |
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. | 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.
Additionally, the Company has adopted the agenda decision issued by the IFRIC on July 8, 2024, related to clarifications on what income and expense information should be disclosed according to IFRS 8.
v.2) New Standards and Interpretations issued by the IASB not in force
As of the date to prepare the Consolidated Financial Statements, the following new standards and amendments to the existing ones are mandatory for periods beginning after December 31, 2024:
F-44
TELECOM ARGENTINA S.A.
Standards and | | Description | | Mandatory application |
Amendments to IAS 21 | Lack of Exchangeability: Evaluation when a currency is exchangeable into another currency; | January 1, 2025 | ||
Amendments to IFRS 7 and 9 | Classification and Measurement of Financial Instruments | January 1, 2026 | ||
Amendments to IFRS 7 and 9 | Financial effects of nature-dependent electricity contracts, such as Power Purchase Agreements (PPAs) that rely on sources like wind and solar energy. Clarification, measurement, and disclosure. | January 1, 2026 | ||
IFRS 18 | Presentation and disclosure in financial statements | January 1, 2027 |
If new standards or their amendments permit early adoption, 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, except that the CNV specifically permitted at the time of adoption. Management is analyzing the potential impacts of such standards.
NOTE 4 – CASH AND CASH EQUIVALENTS AND INVESTMENTS. ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS
a) Cash and cash equivalents and Investments
| As of December 31, | |||
Cash and cash equivalents | 2024 | | 2023 | |
Cash and Banks (1) |
| |
| |
Time deposits |
| |
| |
Mutual funds |
| |
| |
Government bonds at fair value through profit or loss |
| — |
| |
Total cash and cash equivalents |
| |
| |
(1) As of December 31, 2024, and 2023, includes restricted funds for $ | ||||
Investments |
| |
| |
Current |
| |
| |
Government bonds at fair value through profit or loss |
| |
| |
Time deposits | | | ||
Mutual funds |
| |
| |
| |
| | |
Non- current |
|
| | |
Investments in associates and joint ventures(a) |
| |
| |
2003 Telecommunications Fund |
| |
| |
| | |||
Total investments |
| |
| |
| (a) | Information on Investments in associates and joint ventures is detailed below: |
Financial position information:
| | | | Percentage | | | ||||||
(direct and | ||||||||||||
indirect) of | ||||||||||||
capital stock | ||||||||||||
Nature of | owned and | Valuation as | Valuation as | |||||||||
Companies | relationship | Main activity | Country | voting rights (%) | of 12.31.2024 | of 12.31.2023 | ||||||
Ver TV (1) (3) | Associate | Community Closed-circuit television | Argentina | — | — | | ||||||
TSMA (1) (2) (3) | Associate |
| Community Closed-circuit television |
| Argentina |
| — |
| — |
| | |
La Capital Cable (1) | Associate |
| Closed-circuit television |
| Argentina |
| |
| |
| | |
OPH (1) (4) (5) | Joint venture | Holding | USA | | | | ||||||
Total |
| |
| |
| |
| |
| |
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TELECOM ARGENTINA S.A.
Earnings (loss) information:
Years ended December 31, | ||||||
| 2024 | | 2023 | | 2022 | |
Ver TV | ( | ( | | |||
TSMA |
| ( |
| ( |
| |
La Capital Cable |
| |
| |
| |
OPH | ( | | — | |||
Costs related to the sale of Ver TV (Note 28.1) | ( | — | — | |||
Total |
| ( |
| ( |
| |
| (1) | Data about the issuer arises from extra-accounting information. |
| (2) | As of December 31, 2023, despite owning a percentage higher than a |
| (3) | During September 2024, the Company acquired an additional |
| (4) | In April 2023, the Company has acquired a |
| (5) | As of December 31, 2024, includes $( |
The evolution of investments in associates and joint ventures is as follows:
As of December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the year |
| |
| |
Losses for the year |
| ( |
| ( |
Reduction of interest in associate |
| ( |
| — |
Dividends from associates |
| ( |
| ( |
Acquisitions |
| — |
| |
Currency translation adjustments |
| ( |
| — |
At the end of the year |
| |
| |
b) Additional information on the consolidated statements of cash flows
Changes in assets/liabilities components:
| December 31, | |||||
Net (increase) decrease in assets |
| 2024 | | 2023 | | 2022 |
Trade receivables |
| ( |
| ( |
| ( |
Other receivables |
| ( |
| ( |
| ( |
Inventories |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
Net increase (decrease) in liabilities |
| |
| |
| |
Trade payables |
| |
| |
| |
Salaries and social security payables |
| |
| |
| |
Other taxes payables |
| |
| |
| ( |
Other liabilities and provisions |
| ( |
| |
| ( |
| |
| |
| | |
Non-cash investing and financing activities
Main non-cash transactions from the consolidated statement of cash flows are the following:
December 31, | ||||||||
Description | | Classification of activities | | 2024 | | 2023 | | 2022 |
PP&E and intangible assets acquisition financed with accounts payable | Investing - Operating | | | | ||||
Right of use assets acquisition owed | Investing - Financing | | | | ||||
Joint ventures acquisition cancelled with government bonds | Investing - Investing | — | | — | ||||
Other liabilities for acquisition of companies and joint ventures | Investing - Operating | — | | | ||||
Other receivables offset with acquisition of companies and joint ventures | Investing - Operating | | — | — | ||||
Dividends payment made with investments not considered as cash and cash equivalents (See “Dividends paid”) | Investing - Financing | | | | ||||
Trade payables cancelled with borrowings | Financing - Operating | | | | ||||
Trade receivables cancelled with government bonds | Investing - Operating | — | — | | ||||
Trade payables cancelled with government bonds | Investing - Operating | | — | — | ||||
Exchange Notes | Financing - Financing | | — | — | ||||
Transaction with non-controlling interest offset against other receivables | Financing - Operating | | — | — | ||||
Dividend payable from subsidiaries | Financing - Operating | | — | — | ||||
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TELECOM ARGENTINA S.A.
Dividends received from associates
Brief information on dividends received by the Company is provided below:
Distributed amount | Dividends collected | |||||||||||
Current currency | Current currency | |||||||||||
Paying | Distribution | Currency of the | as of September 30, | Collection | as of September 30, | |||||||
Year | | Company | | month | | transaction date | | 2025 | | month | | 2025 |
2024 | Ver TV | March, 2024 | | | March, 2024 | | ||||||
Ver TV | June, 2024 | | | June, 2024 | | |||||||
La Capital Cable | May, 2024 | | | May, 2024 | | |||||||
| TSMA | April, 2024 |
| |
| | May, 2024 | | ||||
| | |||||||||||
2023 |
| Ver TV | March, 2023 |
| |
| | April, 2023 | | |||
| Ver TV | November, 2023 |
| |
| | November, 2023 | | ||||
La Capital Cable | April, 2023 | | | May, 2023 | | |||||||
| TSMA | July, 2023 |
| |
| | July, 2023 | | ||||
| | | ||||||||||
2022 |
| Ver TV | January, 2022 |
| |
| | January, 2022 | | |||
TSMA | January, 2022 | | | January, 2022 | | |||||||
| La Capital Cable | September, 2022 |
| |
| | October, 2022 | | ||||
|
| | | |||||||||
Dividends paid
Distribution of non-cash dividends
| | Distributed amount | ||||
Currency of the | | Current currency as of | ||||
Year | Government Bonds and Nominal Value | transaction date | September 30, 2025 | |||
2024 (1) | 2030 Global Bonds: US$ | |||||
2023 (2) | 2030 Global Bonds: US$ | |||||
2022 (3) |
| 2030 Global Bonds: US$ |
| |
| |
| (1) | Pursuant to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, on November 11, 2024, the Board of Directors 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 for $ |
| (2) | 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 of Directors 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 for $ |
| (3) | Pursuant to the powers delegated by Telecom Argentina’s Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2022, on June 2, 2022, 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 for $ |
Dividends paid to non-controlling interests in subsidiaries
Brief information on cash dividends distributed and paid is provided below:
Current currency | Dividends paid in | |||||||||||
Paying | Currency of the | as of September 30, | current currency | |||||||||
Year | | company | | Distribution month | | transaction date | | 2025 | | Payment month | | as of September 30, 2025 |
2024 | Núcleo | April, 2024 | | | April, 2024 | | ||||||
May, 2024 | | | May, 2024 | | ||||||||
| | |||||||||||
Personal Envíos | June, 2024 | | | (*) | ||||||||
2023 |
| Núcleo |
| August, 2023 |
| |
| |
| August, 2023 |
| |
|
|
| | |||||||||
2022 |
| Núcleo |
| April, 2022 |
| |
| |
| May, 2022 / August, 2022 |
| |
|
|
|
|
| | |||||||
(*) | As of December 31, 2024, these dividends are unpaid. The same converted at the closing exchange rate amount to $837 million. |
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TELECOM ARGENTINA S.A.
NOTE 5 – TRADE RECEIVABLES
As of December 31, | ||||
Current Trade receivables | | 2024 | | 2023 |
Ordinary receivables | | | ||
Related parties (Note 27.b) | | | ||
Contractual asset IFRS 15 | | | ||
Allowance for doubtful accounts | ( |
| ( | |
|
| | ||
Non-current Trade receivables | |
| | |
Ordinary receivables | | | ||
Contractual asset IFRS 15 | | | ||
| | |||
Total trade receivables, net | |
| | |
Movements in the allowance for doubtful accounts are as follows:
Years ended December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the fiscal year |
| ( |
| ( |
Acquisitions through business combinations |
| ( |
| — |
Increases |
| ( |
| ( |
Uses | | | ||
RECPAM and currency translation adjustments |
| |
| |
At the end of the year |
| ( |
| ( |
NOTE 6 – OTHER RECEIVABLES
As of December 31, | ||||
Current Other receivables | | 2024 | | 2023 |
Prepaid expenses | | |
| |
Other tax credits | | | ||
Related parties (Note 27.b) | | |
| |
DFI (Note 22) | — | | ||
Guarantee deposits | | | ||
Compensation received for company acquisitions (Note 28.1) | | — | ||
Call option | — | | ||
Other | | |
| |
Allowance for other receivables | | ( |
| ( |
| |
| | |
Non-current other receivables | ||||
Prepaid expenses |
| |
| |
Income tax credits | | | ||
Other tax credits | | | ||
DFI (Note 22) |
| — |
| |
Guarantee deposits | | | ||
Compensation received for company acquisitions (Note 28.1) | | — | ||
Other |
| |
| |
| |
| | |
Total Other receivables, net |
| |
| |
Movements in the allowance for current other receivables are as follows:
Years ended December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the year |
| ( |
| ( |
Increases |
| ( |
| ( |
Uses | | — | ||
RECPAM and currency translation adjustments |
| |
| |
At the end of the year |
| ( |
| ( |
NOTE 7 – INVENTORIES
As of December 31, | ||||
| 2024 | | 2023 | |
Mobile handsets and others |
| |
| |
Allowance for obsolescence of inventories |
| ( |
| ( |
| |
| | |
F-48
TELECOM ARGENTINA S.A.
Movements in the allowance for obsolescence of inventories are as follows:
Years ended December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the year |
| ( |
| ( |
Increases |
| ( |
| ( |
Uses |
| |
| |
At the end of the year |
| ( |
| ( |
NOTE 8 – GOODWILL
As of December 31, | ||||
| 2024 | | 2023 | |
Argentina |
| |
| |
Abroad |
| |
| |
| |
| | |
Movements in Goodwill are as follows:
| Years ended December 31, | |||
2024 | 2023 | |||
At the beginning of the year |
| |
| |
Increases |
| |
| |
Currency translation adjustments |
| ( |
| |
At the end of the year |
| |
| |
NOTE 9 – PP&E
As of December 31, | ||||
| 2024 | | 2023 | |
PP&E | | | ||
Allowance for obsolescence and impairment of materials | ( | ( | ||
Impairment allowance of PP&E | ( | ( | ||
| | |||
Details on the nature and movements of PP&E as of December 31, 2024 and 2023 are as follows:
Gross | Gross | ||||||||||||||
value as | value as | ||||||||||||||
of | Incorporation | Currency | of | ||||||||||||
December 31, | by acquisition | translation | Transfers and | December 31, | |||||||||||
| 2023 | | (Note 28) | | CAPEX | | adjustments | | reclassifications | | Decreases | | 2024 | ||
Real estate |
| |
| | |
| ( |
| ( |
| ( |
| | ||
Switching equipment |
| |
| | |
| ( |
| |
| ( |
| | ||
Fixed network and transportation |
| |
| | |
| ( |
| ( |
| ( |
| | ||
Mobile network access |
| |
| — | |
| ( |
| |
| ( |
| | ||
Tower and pole |
| |
| — | — |
| ( |
| |
| — |
| | ||
Power equipment and Installations |
| |
| — | |
| ( |
| |
| — |
| | ||
Computer equipment |
| |
| | |
| ( |
| |
| — |
| | ||
Goods lent to customers at no cost |
| |
| | |
| ( |
| |
| ( |
| | ||
Vehicles |
| |
| | |
| ( |
| ( |
| ( |
| | ||
Machinery, diverse equipment and tools |
| |
| | |
| ( |
| |
| — |
| | ||
Other |
| |
| | |
| ( |
| |
| ( |
| | ||
Construction in progress |
| |
| | |
| ( |
| ( |
| ( |
| | ||
Materials |
| |
| | |
| ( |
| ( |
| |
| | ||
Total |
| |
| | |
| ( | (*) | ( |
| | ||||
(*)Includes $(
F-49
TELECOM ARGENTINA S.A.
Accumulated | Accumulated | ||||||||||||||||
depreciation | depreciation | Net carrying | |||||||||||||||
as of | Incorporation | Currency | as of | value as of | |||||||||||||
December 31, | by acquisition | translation | December 31, | December 31, | |||||||||||||
| 2023 | | (Note 28) | | Depreciation | | adjustments | Reclassifications | | Decreases | | 2024 | | 2024 | |||
Real estate |
| ( |
| ( | ( |
| |
| |
| |
| ( | | |||
Switching equipment |
| ( |
| ( | ( |
| |
| ( |
| |
| ( | | |||
Fixed network and transportation |
| ( |
| ( | ( |
| |
| |
| |
| ( | | |||
Mobile network access |
| ( |
| — | ( |
| |
| |
| |
| ( | | |||
Tower and pole |
| ( |
| — | ( |
| |
| ( |
| — |
| ( | | |||
Power equipment and Installations |
| ( |
| — | ( |
| |
| ( |
| — |
| ( | | |||
Computer equipment |
| ( |
| ( | ( |
| |
| ( |
| — |
| ( | | |||
Goods lent to customers at no cost |
| ( |
| ( | ( |
| |
| — |
| |
| ( | | |||
Vehicles |
| ( |
| ( | ( |
| |
| |
| |
| ( | | |||
Machinery, diverse equipment and tools |
| ( |
| ( | ( |
| |
| ( |
| — |
| ( | | |||
Other |
| ( |
| ( | ( |
| |
| — |
| |
| ( | | |||
Construction in progress |
| — |
| — | — |
| — |
| — |
| — |
| — | | |||
Materials |
| — |
| — | — |
| — |
| — |
| — |
| — | | |||
Total |
| ( |
| ( | ( |
| | (*) | |
| |
| ( | | |||
(*)Reclassified to Assets classified as held for sale (see Note 3.j).
Gross | Gross | |||||||||||
value as | value as | |||||||||||
of | Currency | of | ||||||||||
December 31, | translation | Transfers and | December 31, | |||||||||
| 2022 | | CAPEX | | adjustments | | reclassifications | | Decreases | | 2023 | |
Real estate |
| | | ( |
| |
| ( |
| | ||
Switching equipment | | | ( | | — | | ||||||
Fixed network and transportation |
| | | |
| |
| ( |
| | ||
Mobile network access |
| | | |
| |
| ( |
| | ||
Tower and pole |
| | — | |
| |
| ( |
| | ||
Power equipment and Installations | | | | | ( | | ||||||
Computer equipment |
| | | ( |
| |
| ( |
| | ||
Goods lent to customers at no cost |
| | | ( |
| |
| ( |
| | ||
Vehicles |
| | | |
| — |
| ( |
| | ||
Machinery, diverse equipment and tools |
| | | ( |
| |
| — |
| | ||
Other |
| | | |
| |
| — |
| | ||
Construction in progress |
| | | |
| ( |
| ( |
| | ||
Materials |
| | | |
| ( |
| ( |
| | ||
Total |
| | |
| |
| — |
| ( |
| |
Accumulated | Accumulated | |||||||||||
depreciation | depreciation | Net carrying | ||||||||||
as of | Currency | Decrease | as of | value as of | ||||||||
December 31, | translation | and | December 31, | December 31, | ||||||||
| 2022 | Depreciation | | adjustments | | reclassifications | | 2023 | | 2023 | ||
Real estate |
| ( | ( |
| |
| |
| ( |
| | |
Switching equipment | ( | ( | | — | ( | | ||||||
Fixed network and transportation |
| ( | ( |
| ( |
| |
| ( |
| | |
Mobile network access |
| ( | ( |
| |
| |
| ( |
| | |
Tower and pole |
| ( | ( |
| |
| |
| ( |
| | |
Power equipment and Installations | ( | ( | | — | ( | | ||||||
Computer equipment |
| ( | ( |
| |
| |
| ( |
| | |
Goods lent to customers at no cost |
| ( | ( |
| |
| |
| ( |
| | |
Vehicles |
| ( | ( |
| |
| |
| ( |
| | |
Machinery, diverse equipment and tools |
| ( | ( |
| |
| — |
| ( |
| | |
Other |
| ( | ( |
| ( |
| — |
| ( |
| | |
Construction in progress |
| — | — |
| — |
| — |
| — |
| | |
Materials |
| — | — |
| — |
| — |
| — |
| | |
Total |
| ( | ( |
| |
| |
| ( |
| |
Movements in the allowance for obsolescence and impairment of materials are as follows:
Years ended December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the year |
| ( |
| ( |
Uses |
| |
| |
Currency translation adjustments | | ( | ||
At the end of the year |
| ( |
| ( |
F-50
TELECOM ARGENTINA S.A.
Movements in the accumulated impairment of others PP&E are as follows:
Years ended December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the year |
| ( |
| ( |
(Increases) |
| — |
| ( |
Reclasifications | ( | — | ||
Uses |
| |
| — |
At the end of the year |
| ( |
| ( |
NOTE 10 – INTANGIBLE ASSETS
As of December 31, | ||||
| 2024 | | 2023 | |
Intangible assets |
| |
| |
Impairment allowance |
| ( |
| ( |
| |
| | |
Details on the nature and movements of intangible assets as of December 31, 2024 and 2023 are as follows:
Gross value as of | Incorporation | Gross value as of | ||||||||||
December 31, | by acquisition | Currency translation | December 31, | |||||||||
| 2023 | | (Note 28) | | CAPEX | | adjustments | | Decreases | | 2024 | |
5G licenses | | — | — | — | — | | ||||||
3G/4G licenses |
| | — |
| — |
| — |
| — |
| | |
PCS and SRCE licenses (Argentina) |
| | — |
| — |
| — |
| — |
| | |
Núcleo´s licenses |
| | — |
| |
| ( |
| — |
| | |
Customer relationship |
| | |
| |
| ( |
| ( |
| | |
Brands |
| | — |
| — |
| — |
| |
| | |
Incremental Cost from the acquisitions of contracts | | — | | ( | ( | | ||||||
Content activation | | — | | — | — | | ||||||
Internally generated software | | — | | | — | | ||||||
Other |
| | — |
| |
| ( |
| — |
| | |
Total |
| | |
| |
| ( |
| ( |
| |
Accumulated | Accumulated | Net carrying | ||||||||||
amortization as of | Currency | amortization as of | value as of | |||||||||
December 31, | translation | December 31, | December 31, | |||||||||
| 2023 | | Amortization | | adjustments | | Decreases | | 2024 | | 2024 | |
5G licenses | ( | ( | — | — | ( | | ||||||
3G/4G licenses |
| ( | ( |
| — | — |
| ( |
| | ||
PCS and SRCE licenses (Argentina) |
| — | — |
| — | — |
| — |
| | ||
Núcleo´s licenses |
| ( | ( |
| | — |
| ( |
| | ||
Customer relationship |
| ( | ( |
| — | |
| ( |
| | ||
Brands |
| ( | — |
| — | ( |
| ( |
| | ||
Incremental Cost from the acquisitions of contracts | ( | ( | | | ( | | ||||||
Content activation | ( | ( | — | — | ( | | ||||||
Internally generated software | ( | ( | — | — | ( | | ||||||
Other |
| ( | ( |
| | — |
| ( |
| | ||
Total |
| ( | ( |
| | |
| ( |
| |
Gross value as of | Currency | Gross value as | ||||||||||
December 31, | translation | of December 31, | ||||||||||
| 2022 | | CAPEX | | adjustments | | Transfers | | Decreases | | 2023 | |
5G licenses | — | | — | — | — | | ||||||
3G/4G licenses |
| |
| — |
| — |
| — |
| — |
| |
PCS and SRCE licenses (Argentina) |
| |
| — |
| — |
| — |
| — |
| |
Núcleo´s licenses |
| |
| |
| |
| — |
| — |
| |
Customer relationship |
| |
| — |
| |
| — |
| — |
| |
Brands |
| |
| — |
| — |
| — |
| — |
| |
Incremental Cost from the acquisitions of contracts |
| |
| |
| ( |
| — |
| ( |
| |
Content activation | | | — | — | — | | ||||||
Internally generated software | | | — | | — | | ||||||
Other |
| |
| |
| |
| ( |
| — |
| |
Total |
| |
| |
| |
| — |
| ( |
| |
Accumulated | Accumulated | Net carrying | ||||||||||
amortization as of | Currency | amortization as of | value as of | |||||||||
December 31, | translation | December 31, | December 31, | |||||||||
| 2022 | | Amortization | | adjustments | | Decreases | | 2023 | | 2023 | |
5G licenses | — | ( | — | — | ( | | ||||||
3G/4G licenses | ( |
| ( | — |
| — |
| ( |
| | ||
PCS and SRCE licenses (Argentina) | — | — | — | — | — | | ||||||
Núcleo´s licenses | ( |
| ( | ( |
| — |
| ( |
| | ||
Customer relationship | ( | ( | ( | — | ( | | ||||||
Brands | ( |
| — | — |
| — |
| ( |
| | ||
Incremental Cost from the acquisitions of contracts | ( | ( | ( | | ( | | ||||||
Content activation | ( | ( | — | — | ( | | ||||||
Internally generated software | ( | ( | — | — | ( | | ||||||
Other | ( | ( | ( | — | ( | | ||||||
Total | ( |
| ( | ( |
| |
| ( | |
F-51
TELECOM ARGENTINA S.A.
Movements in the impairment of Intangible assets are as follows:
Years ended December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the year |
| ( |
| ( |
Increases |
| ( |
| ( |
At the end of the year |
| ( |
| ( |
NOTE 11 – RIGHT OF USE ASSETS
Details on the nature and movements of Right of use assets as of December 31, 2024 and 2023 are as follows:
| Gross value as of | | | | ||||||
December 31, | Currency translation | Gross value as of | ||||||||
2023 | | Increases | adjustments | Decreases | December 31, 2024 | |||||
Leases rights of use |
| |||||||||
- Sites |
| | |
| ( |
| ( |
| | |
- Real estate and others | | | ( | ( | | |||||
- Poles | | | ( | ( | | |||||
Indefeasible right of use | | — | ( | — | | |||||
Asset Retirement Obligation |
| | |
| ( |
| ( |
| | |
Total |
| | |
| ( |
| ( |
| |
| Accumulated | | | | Accumulated | | Net carrying | |||||
amortization as of | Currency | amortization as | value as of | |||||||||
December 31, | translation | of December 31, | December 31, | |||||||||
2023 | | Amortization | | adjustments | | Decreases | 2024 | 2024 | ||||
Leases rights of use |
|
| ||||||||||
- Sites |
| ( | ( | | ( | ( |
| | ||||
- Real estate and others | ( | ( | | | ( | | ||||||
- Poles | ( | ( | | | ( | | ||||||
Indefeasible right of use | ( | ( | | — | ( | | ||||||
Asset Retirement Obligation |
| ( | ( |
| |
| |
| ( |
| | |
Total |
| ( | ( |
| |
| |
| ( |
| |
| Gross value as of | | | | ||||||
December 31, | Currency translation | Gross value as of | ||||||||
2022 | Increases | | adjustments | Decreases | December 31, 2023 | |||||
Leases rights of use | ||||||||||
- Sites |
| |
| | |
| ( |
| | |
- Real estate and others | | | | ( | | |||||
- Poles | | | | ( | | |||||
Indefeasible right of use | | — | | — | | |||||
Asset Retirement Obligation |
| |
| | |
| ( |
| | |
Total |
| | | |
| ( |
| |
| Accumulated | | | | | Accumulated | | Net carrying | ||||
amortization as of | Currency | amortization as | value as of | |||||||||
December 31, | translation | of December 31, | December 31, | |||||||||
2022 | Amortization | adjustments | Decreases | 2023 | 2023 | |||||||
Leases rights of use |
| |||||||||||
- Sites | ( | ( | ( | | ( | | ||||||
- Real estate and others | ( | ( | ( | | ( | | ||||||
- Poles | ( | ( | ( | | ( | | ||||||
Indefeasible right of use | ( | ( | ( | — | ( | | ||||||
Asset Retirement Obligation |
| ( |
| ( |
| ( |
| |
| ( |
| |
Total |
| ( |
| ( |
| ( |
| |
| ( |
| |
NOTE 12 – TRADE PAYABLES
As of December 31, | ||||
Current | | 2024 | | 2023 |
Suppliers |
|
| | |
Related Parties (Note 27.b) |
| |
| |
| |
| | |
Non-current |
|
| ||
Suppliers |
| |
| |
| |
| | |
Total trade payables |
| |
| |
F-52
TELECOM ARGENTINA S.A.
NOTE 13 – BORROWINGS
As of December 31, | ||||
Current | | 2024 | | 2023 |
Bank overdrafts - principal | | | ||
Bank and other financial entities loans – principal |
| |
| |
Notes – principal | | | ||
Loans for purchase of equipment | | | ||
Interest and related expenses | | | ||
| |
| | |
Non-current |
| |
| |
Notes – principal |
| |
| |
Bank and other financial entities loans – principal | | |||
Loans for purchase of equipment | | | ||
Interest and related expenses | | | ||
| |
| | |
Total borrowings |
| |
| |
Movements in Borrowings are as follows:
Total | ||||||
| Cash items | | Non-cash items | | 12.31.2024 | |
At the beginning of the year |
| — | — | | ||
Proceeds from borrowings – principal |
| | — | | ||
Payment of borrowings – principal |
| ( | — | ( | ||
Repurchase of Notes |
| ( | — | ( | ||
Payment of interests and related expenses | ( | — | ( | |||
Payment of DFI | ( | — | ( | |||
Proceed from bank overdrafts net of payment | | — | | |||
Trade payables cancelled with borrowings | — | | | |||
Accrued interest and other financial cost (*) |
| — | | | ||
Foreign currency exchange gains (**) | — | ( | ( | |||
Currency translation adjustments |
| — | ( | ( | ||
Total at 12/31/24 | ( | ( | |
(*) | Not includes $ |
(**) | Not includes $( |
| | | Total | |||
Cash items | Non-cash items | 12.31.2023 | ||||
At the beginning of the year | — | — |
| | ||
Proceeds from borrowings – principal |
| |
| — |
| |
Payment of borrowings – principal |
| ( |
| — |
| ( |
Payment of interests and related expenses |
| ( |
| — |
| ( |
Payment of DFI |
| ( |
| — |
| ( |
Proceed from bank overdrafts net of payment |
| |
| — |
| |
Trade payables cancelled with borrowings |
| — |
| |
| |
Accrued interest and other financial cost (*) |
| — |
| |
| |
Foreign currency exchange gains (**) |
| — |
| |
| |
Currency translation adjustments |
| — |
| |
| |
Total at 12/31/23 |
| ( |
| |
| |
Total at 12/31/22 |
| ( |
| (***) ( |
| |
(*) | Not includes $ |
(**) | Not includes ($ |
(***)Includes $
The main borrowings, which are effective as of December 31, 2024 and 2023, are detailed below:
| a) | Notes |
Telecom Argentina
Global Programs for the issuance of Notes
In connection with the Notes Global Program for a maximum outstanding amount of US$
F-53
TELECOM ARGENTINA S.A.
Accounting | |||||||||||||||||||||||||||
Amount | balance (*) | ||||||||||||||||||||||||||
| | involved | | | Issuance | | | Maturity | | | | | | | Interest payment | | | As of December 31, | |||||||||
Series | Currency | (in millions) | date | date | Amortization | Interest rate | date | 2024 | | | 2023 | ||||||||||||||||
1 | US$ | | | (1) | 07/2019 | | 07/2026 | | In | | Annual fixed rate of | Semiannually | | | | | |||||||||||
5 | US$ | | (1) | 08/2020 | 08/2025 | In | Annual fixed rate of | Semiannually | | | |||||||||||||||||
8 | UVA |
| | (3) | 01/2021 |
| 01/2025 |
| In |
| Annual fixed rate of | Semiannually |
| |
| | |||||||||||
9 |
| US$linked |
| |
| 06/2021 |
| 06/2024 |
| In |
| Annual fixed rate of | Quarterly basis |
| — |
| | ||||||||||
10 | UVA |
| |
| 12/2021 |
| 06/2025 |
| In |
|
| n/a |
| |
| | |||||||||||
12 |
| US$linked |
| |
| 03/2022 |
| 03/2027 |
| In |
| Annual fixed rate of | Quarterly basis |
| |
| | ||||||||||
| US$linked |
| |
| 08/2022 |
| 03/2027 |
| In |
| Annual fixed rate of | Quarterly basis | |||||||||||||||
14 | US$linked | 02/2023 | 02/2028 | In | Fixed rate of | Quarterly basis | | | |||||||||||||||||||
15 | US$linked | (4) | 06/2023 | 06/2026 | In | n/a | | | |||||||||||||||||||
16 | US$linked | (5) | 07/2023 | 07/2025 | In | n/a | | | |||||||||||||||||||
18 | UVA | (6) | 11/2023 | 11/2027 | In | Annual fixed rate of | Quarterly basis | | | ||||||||||||||||||
19 | US$linked | (7) | 11/2023 | 11/2026 | In | n/a | | | |||||||||||||||||||
(7) | 12/2023 | 11/2026 | |||||||||||||||||||||||||
20 | US$linked | (8) | 06/2024 | 06/2026 | In | Annual fixed rate of | Quarterly basis | | — | ||||||||||||||||||
(8) | 06/2024 | 06/2026 | |||||||||||||||||||||||||
(1) | 07/2024 | 07/2031 | |||||||||||||||||||||||||
21 | US$ | (1) | 07/2024 | 07/2031 | In | Annual fixed rate of | Semi-annual | | — | ||||||||||||||||||
(1) | 08/2024 | 07/2031 | |||||||||||||||||||||||||
(1) | 10/2024 | 07/2031 | |||||||||||||||||||||||||
22 | US$ linked | (9) | 08/2024 | 02/2026 | In | Annual fixed rate of | Quarterly basis | | — | ||||||||||||||||||
23 | US$ | (10) | 11/2024 | 11/2028 | In | Annual fixed rate of | Quarterly basis | | — | ||||||||||||||||||
(*)These accounting balances include interest and related expenses.
| (1) | Series 21 Notes: In June 2024, the Company issued US$ |
As of December 31, 2024, after the payments made with the funds of Series 21 Notes, the outstanding principal of Series 1 Notes amounts to US$
| (2) | Series 5: On August 6, 2024, the Company paid a part of principal on the Series 5 Notes for US$ |
| (3) | Series 8 Notes: In December 2024, the Company repurchased Series 5 Notes for $ |
| (4) | Series 15 Notes: The subscription price was above par, so that on the date of issuance, its value was $ |
| (5) | Series 16 Notes: The subscription price was above par, so that on the date of issuance, its value was $ |
| (6) | Series 18 Notes, the subscription price was above par, so that on the date of issuance, its value was $ |
F-54
TELECOM ARGENTINA S.A.
| (7) | Series 19 Notes, the subscription price was above par, so that on the date of issuance, its value was $ |
| (8) | Series 20 Notes: the subscription price was above par. The Company issued Notes for a nominal value of $ |
Series 20 Notes additional issuance, the subscription price was above par. The Company obtained proceeds net of issuance expenses of $
| (9) | Series 22 Notes: The subscription price was above par. The Company issued Notes for a nominal value of $ |
| (10) | Series 23 Notes: The subscription price was above par. The Company issued Notes for a nominal value of US$ |
Núcleo
Global Programs for the issuance of Notes
In connection with the Notes Global Program for a maximum outstanding amount of up to
Amount | Interest | Accouting balance (*) | |||||||||||||||||||||||||
involved | Issuance | Maturity | payment | As of December 31, | |||||||||||||||||||||||
Series | Currency | (in millions) | date | date | Amortization | Interest rate | date | 2024 | 2023 | ||||||||||||||||||
1 |
| Gs. |
| |
| 03/2019 |
| 03/2024 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| — |
| | |||||||||
2 |
| Gs. |
| |
| 03/2019 |
| 03/2024 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| — |
| | |||||||||
3 |
| Gs. |
| |
| 03/2020 |
| 03/2025 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| |
| | |||||||||
4 |
| Gs. |
| |
| 03/2021 |
| 01/2028 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| |
| | |||||||||
5 |
| Gs. |
| |
| 03/2021 |
| 01/2031 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| |
| | |||||||||
(*)These accounting balances include interest and related expenses.
| b) | Bank and other financing entities loans |
Principal | |||||||||||||||||||||||||||
residual | Interest | Accounting balance (*) | |||||||||||||||||||||||||
nominal value | Maturity | payment | As of December 31, | ||||||||||||||||||||||||
Entities | | | Currency | | | (in millions) | | | date | | | Amortization | | | Interest rate | | | Spread | | | date | | | 2024 | | | 2023 |
US$ | — | 03/2027 | Semiannually | between | Semiannually | — | | ||||||||||||||||||||
International | US$ | — | Between 08/2024 and 08/2025 | Semiannually | Variable annual rate: | between | Semiannually | — | | ||||||||||||||||||
US$ | — | 08/2029 (1) | Semiannually from 08/2024 | Semiannually | — | | |||||||||||||||||||||
Inter-American | US$ | — | 12/2024 | Semiannually | Variable annual rate: SOF | Semiannually | — | | |||||||||||||||||||
Inter-American | US$ | | 06/2027 | Semiannually | Variable annual rate: SOF | between | Semiannually | | | ||||||||||||||||||
China | RMB | | 12/2027 | Semiannually | Annual fixed | n/a | Semiannually | ||||||||||||||||||||
Finnvera |
| US$ | |
| Between 11/2025 and 11/2026 |
| Semiannually |
| Variable annual rate: SOF |
| between | % | Semiannually |
| |
| | ||||||||||
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TELECOM ARGENTINA S.A.
Principal | |||||||||||||||||||||||||||
residual | Interest | Accounting balance (*) | |||||||||||||||||||||||||
nominal value | Maturity | payment | As of December 31, | ||||||||||||||||||||||||
Entities | | | Currency | | | (in millions) | | | date | | | Amortization | | | Interest rate | | | Spread | | | date | | | 2024 | | | 2023 |
Export Development Canadá (EDC) (4) |
| US$ | |
| Between 12/2026 and 12/2030 |
| Semiannually |
| Variable annual rate: SOF |
| between | % | Semiannually |
| |
| | ||||||||||
BBVA | $ | |
| 07/2025 |
| Monthly |
| Annual fixed rate of | % | n/a |
| Monthly |
| |
| | |||||||||||
PSA Finance Argentina | $ | |
| 07/2025 |
| Monthly |
| Annual fixed rate of | % | n/a |
| Monthly |
| |
| | |||||||||||
Rombo Compañía Financiera | $ | |
| 07/2025 |
| Monthly |
| Annual fixed rate between | % | n/a | Monthly |
| |
| | ||||||||||||
Cisco Systems Capital Corporation (Cisco) (5) and Bank of China (Huawei import) (6) | US$ | | between 10/2022 and 11/2026 | Quarterly basis | Annual fixed rate between | % | n/a | Quarterly basis | | | |||||||||||||||||
| between 01/2025 and 12/2027 |
| Semiannually |
|
|
|
| ||||||||||||||||||||
| 02/2025 | Annual fixed rate of | % | n/a | At maturity date | | — | ||||||||||||||||||||
Banco Nación (7) | $ | | 08/2025 | In | Annual fixed rate of | % | n/a | At maturity date | | — | |||||||||||||||||
|
| 09/2025 |
|
| Annual fixed rate of | % | n/a |
| At maturity date |
| |
| — | ||||||||||||||
(*)These accounting balances include interest and related expenses.
| (1) | The Company has used US$ |
- IFC: The Company used funds totaling US$
- IIC: The Company used funds totaling US$
| (2) | On October 17, 2023, the Company subscribed two new tranches (5 and 6) under the IDB loan for a total of US$ |
In December 2024, the Company has prepaid a part of the loan totaling US$
| (3) | In November 2024, the Company has paid a part of the loan totaling RMB |
| (4) | On May 5, 2023, the Company submitted a proposal for an export credit line for a total amount of up to US$ |
The funds received will be used to finance up to
During 2024 and 2023, the Company received a disbursement for a total amount of US$
| (5) | During August 2024, through the liquidation of BOPREAL bonds, the Company prepaid its loan with the supplier for US$ |
| (6) | In December 2024, The Company subscribed an equipment loan of US$ |
| (7) | In the months of August, November and December 2024, the Company subscribed loans totaling $ |
| c) | Compliance with covenants |
The Company holds certain loans with IDB, Finnvera, EDC, and CDB, hereinafter collectively referred to as the “Lenders”, which, as of December 31, 2024, amount to $
Considering the complexity of Argentina’s economic situation, which prevented the early and accurate estimation of certain financial ratios as of December 31, 2023, the Company, as of December 31, 2023, requested and obtained waivers regarding the Net Debt/EBITDA ratio.
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TELECOM ARGENTINA S.A.
During March 2024, the Company requested and obtained from the Lenders new waivers effective until March 31, 2025, which allowed increasing the maintenance Net Debt/EBITDA ratio above the originally established level (raising it to
On January 31, 2025, the Company notified the Lenders that, due to the improvement of Argentina’s economic situation during 2024, the Company has been able to revert the situation that motivated the waiver and has complied with the ratios established in the original loan agreements since the calculation period ending on September 30, 2024 and has complied at all times with the conditions and restrictions set forth in the waiver agreements. As a consequence, thereof, and based on the early calculation of the ratios for the calculation period ending on Dember 31, 2024 following the methodology set forth in the original loan agreements, the Company has informed to the lenders that such waivers should be no longer in effect and that the original terms of the loan agreements shall be reinstated in their entirety.
Additionally, beyond the flexibility established in the waivers, the Company has also been within the limits established in the original loan agreements in relation to the aforementioned ratios, for the calculation periods of 2024.
As of the date of issuance of these Consolidated Financial Statements, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the original loan agreements, and is also in compliance with the rest of the covenants established.
NOTE 14 – SALARIES AND SOCIAL SECURITY PAYABLES
As of December 31, | ||||
Current | | 2024 | | 2023 |
Salaries, annual complementary salaries, vacation, bonuses and their social security payables | | | ||
Termination benefits | | | ||
| | |||
Non-current | ||||
Termination benefits | | | ||
| | |||
Total salaries and social security payables | | | ||
Compensation for the Key Managers of Telecom for the years ended December 31, 2024, 2023 and 2022 are shown in Note 27.d).
NOTE 15 – INCOME TAX PAYABLE AND DEFERRED INCOME TAX ASSETS/LIABILITIES
Income tax payable by company is presented below:
As of December 31, | ||||
| 2024 | | 2023 | |
Núcleo |
| |
| |
NYSSA | | | ||
Adesol |
| |
| |
Opalker |
| |
| |
TSMA |
| |
| — |
Telecom USA |
| |
| — |
Inter Radios |
| |
| — |
Pem | — | | ||
| (*) |
| | |
(*)Includes $ (
Deferred Income tax assets and liabilities, net and the actions for recourse tax receivable are presented below:
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TELECOM ARGENTINA S.A.
As of December 31, | ||||
| 2024 | | 2023 | |
Tax carryforward |
| ( |
| ( |
Allowance for doubtful accounts |
| ( |
| ( |
Legal Claims and contingent liabilities | ( | ( | ||
PP&E, intangible assets and right of use assets |
| |
| |
Cash dividends from foreign companies |
| |
| |
Income tax inflation adjustment effect |
| |
| |
Other deferred tax liabilities (assets), net |
| ( |
| ( |
Total deferred tax liabilities, net |
| |
| |
Actions for recourse tax receivable |
| ( |
| ( |
Total deferred tax liability, net | (*) |
| | |
Net deferred tax assets |
| ( |
| ( |
Net deferred tax liabilities |
| |
| |
(*)Includes $
As of December 31, 2024, Telecom Argentina and some subsidiaries have cumulative tax loss carryforwards of $
The detail of the maturities of estimated tax carryforward is disclosed:
Tax carryforward | ||||||
| Tax carryforward | | amount as of | | Tax carryforward | |
Company | generation year | 12.31.2024 | expiration year | |||
Telecom | 2023 | | 2028 | |||
Micro Sistemas | 2021 | | 2026 | |||
Micro Sistemas |
| 2022 |
| |
| 2027 |
Micro Sistemas | 2023 | | 2028 | |||
Micro Sistemas | 2024 | | 2029 | |||
Ubiquo | 2022 | | No deadline | |||
Ubiquo |
| 2023 |
| |
| No deadline |
Pem | 2024 | | 2029 | |||
Manda | 2023 | | 2028 | |||
AVC | 2021 | | 2026 | |||
AVC | 2022 |
| | 2027 | ||
AVC | 2023 | | 2028 | |||
AVC | 2024 | | 2029 | |||
Cable Imagen | 2021 | | 2026 | |||
Cable Imagen | 2022 | | 2027 | |||
Cable Imagen | 2023 | | 2028 | |||
Cable Imagen |
| 2024 |
| |
| 2029 |
| |
Income tax benefit (expense) differed from the amounts computed by applying the Company’s statutory income tax rate to pre-tax income as a result of the following:
F-58
TELECOM ARGENTINA S.A.
Years ended December 31, |
| ||||||
| 2024 | | 2023 | | 2022 |
| |
Profit (loss) | |||||||
Income (loss) before income tax expense | | ( | ( | ||||
Non-taxable items – Earnings from associates and joint ventures | | | ( | ||||
Non-taxable items – Impairment of Goodwill charges | — | — | | ||||
Non-taxable items – Other | ( | | | ||||
Restatement in current currency of Equity, Goodwill and others | | | | ||||
Subtotal | | | | ||||
Effective income tax rate | | % | | % | | % | |
Income tax expense at statutory tax rate of each subsidiary | ( | ( | ( | ||||
Deferred tax liability restatement in current currency and others | | | | ||||
Income tax inflation adjustment | ( | ( | ( | ||||
Actions for recourse | — | — | ( | ||||
Income tax on cash dividends of foreign companies | ( | ( | ( | ||||
Income tax benefit (expense) (*) | ( | | | ||||
Current tax | ( | ( | | ||||
Deferred tax | ( | | | ||||
Income tax benefit (expense) | ( | | | ||||
(*) | In 2024 and 2023 includes $ |
In 2024 and 2022 include $
(**) | Includes $ |
Income tax - Actions for recourse filed with the Tax Authority
During 2015 and 2022, Telecom Argentina filed actions for recourse with the AFIP to claim the full tax overpaid for fiscal years from 2009 to 2017 for a total amount of approximately $
In the years 2019, 2021 and 2022, the AFIP has rejected the actions for recourse corresponding to fiscal years 2009 to 2013 and 2015.Therefore, Telecom filed four actions for recourse before the National Court of First Instance.
The Company’s Management, with the assistance of its tax advisors, understands that the arguments presented by the Company follow the same criteria as those considered by the Supreme Court of Justice in similar precedents, among others. Therefore, the Company should obtain a favorable resolution to such claims.
Consequently, the Company maintained a non-current tax credit of $
F-59
TELECOM ARGENTINA S.A.
Income Tax – Inflation Adjustment for Tax Purposes
Given the judicial precedents detailed above related to the different mechanisms used to recognize the effect of inflation in the assessment of income tax, on May 6, 2022, the Company filed the income tax return corresponding to fiscal year 2021, taking into account the restatement of the tax amortization of all its fixed and intangible assets pursuant to Articles 87 and 88 of the Income Tax Law and applying the tax loss carry-forwards from previous years in accordance with the restatement mechanism provided under Article 25 of such Law.
Taxes were so assessed because failure to apply the above-mentioned inflation adjustment mechanisms for tax purposes would result in actual taxable income that would yield an effective tax rate for fiscal year 2021 that qualifies as confiscatory. If the Company had not fully applied the inflation adjustment mechanisms for tax purposes, the income tax due would have absorbed
Therefore, together with its income tax return for the fiscal year 2021, the Company made a filing with the AFIP, protected by tax secrecy procedural regulations, in order to safeguard its rights, in the spirit of transparency that guides Telecom’s actions.
As a consequence of the foregoing, the income tax due for the year 2022 includes a decrease of $
The Company’s Management, with the assistance of its tax advisors, believes that the arguments presented by the Company in its filing with the AFIP follow the same criteria as those disclosed under “Income Tax – Reimbursement Claims filed with the Tax Authority” which were considered by the Supreme Court of Justice in the precedents cited above, among others. Therefore, the Company believes that it has strong grounds to defend the criteria applied.
Regarding 2024 tax period, the income tax provision has been calculated following the guidelines indicated in the first paragraph. This, taking into account that the relationship that arises between the tax determined without the full application of the aforementioned adjustment mechanisms for tax inflation and the true taxable result for the year, causes the application of an effective tax rate for the year 2024 that is confiscatory according to case law.
NOTE 16 –OTHER TAXES PAYABLES
As of December 31, | ||||
Current | | 2024 | | 2023 |
Other national taxes | | | ||
Provincial taxes | | | ||
Municipal taxes | | | ||
| | |||
Non- current | ||||
Provincial taxes | | | ||
| | |||
Total other taxes payables | | | ||
NOTE 17 – LEASES LIABILITIES
As of December 31, | ||||
Current | | 2024 | | 2023 |
Argentina |
| |
| |
Abroad |
| |
| |
| |
| | |
Non- current |
|
| ||
Argentina |
| |
| |
Abroad |
| |
| |
| |
| | |
Total lease liabilities |
| |
| |
F-60
TELECOM ARGENTINA S.A.
Movements in the lease liabilities are as follows:
Years ended | ||||
December 31, | ||||
| 2024 | | 2023 | |
Balances at the beginning of the year |
| |
| |
Increases (*) | | | ||
Financial results, net (**) |
| |
| |
Payments |
| ( |
| ( |
Decreases (included RECPAM and currency translation adjustments) |
| ( |
| ( |
At the end of the year |
| |
| |
(*)Included in acquisitions of Rights of use.
(**)Included in Other foreign currency exchange gains (losses) and Other interests, net.
NOTE 18 – OTHER LIABILITIES
As of December 31, | ||||
Current | | 2024 | | 2023 |
Deferred revenues on prepaid credit | | | ||
Deferred revenues on connection fees and international capacity leases | | | ||
Debt for acquisition of Subsidiaries | | | ||
Related parties (Note 27.b) | | | ||
Funds to be paid to customers | | | ||
Other | | | ||
| | |||
Non-current | ||||
Deferred revenues on connection fees and international capacity leases | | | ||
Pension benefits | | | ||
Related parties (Note 27.b) | | | ||
Debt for acquisition of Subsidiaries | | | ||
Other | | | ||
| | |||
Total Other liabilities | | | ||
Movements in the pension benefits are as follows:
Years ended | ||||
December 31, | ||||
| 2024 | | 2023 | |
At the beginning of the year | | | ||
Service cost (*) | | | ||
Interest cost (**) | | | ||
Actuarial results (***) | | | ||
RECPAM | ( | ( | ||
At the end of the year | | | ||
(*) | Included in Employee benefit expenses and severance payments. |
(**) | Included in Other Financial result, net. |
(***) | Included in Other comprehensive income (loss). |
NOTE 19 – PROVISIONS
The Company evaluates and reviews each contingency applying the criteria indicated in Note 3.q) and 3.u.5).
The evolution of provisions as of December 31, 2024 and 2023 is as follows:
RECPAM, | |||||||||||||||||
Additions | currency | Balances | |||||||||||||||
Balances as | Acquisitions | Financial | translation | as of | |||||||||||||
of December 31, | through business | Capital | result | adjustments | December 31, | ||||||||||||
| 2023 | combinations | | (i) | | (ii) | | Reclassifications | Payments | | and others | | 2024 | ||||
Current | |||||||||||||||||
Legal Claims and contingent liabilities | | — | | — | | ( | ( | | |||||||||
Total current provisions | | — | | — | | ( | ( | | |||||||||
Non- Current | | | | | | ||||||||||||
Legal Claims and contingent liabilities | | | | | ( | ( | ( | | |||||||||
Asset retirement obligations | | — | | — | — | — | ( | | |||||||||
Total non-current provisions | | | | | ( | ( | ( | | |||||||||
Total provisions | | | | | — | ( | ( | | |||||||||
F-61
TELECOM ARGENTINA S.A.
Additions | RECPAM, | ||||||||||||
currency | |||||||||||||
Balances as | Financial | translation | Balances | ||||||||||
of | Capital | result | adjustments and | as of | |||||||||
| December 31, 2022 | | (iii) | (ii) | | Reclassifications | | Payments | | others | | December 31, 2023 | |
Current | |||||||||||||
Legal Claims and contingent liabilities | | | — | | ( | | | ||||||
Total current provisions | | | | — | | ( | | | |||||
Non- Current |
|
| |||||||||||
Legal Claims and contingent liabilities |
| | | | ( | ( | ( |
| | ||||
Asset retirement obligations | | | — | — | — | ( | | ||||||
Total non-current provisions |
| | | | ( | ( | ( |
| | ||||
Total provisions |
| | | | — | ( | ( |
| | ||||
| (i) | $ |
| (ii) | Charged to Other foreign currency exchange gains (losses) and Other interests, net. |
| (iii) | $ |
Below is a summary of the most significant claims and legal actions for which the Company, based on the advice of its legal counsel and the judicial background for each claim, has considers probable and/or possible based on IAS 37:
1. Probable Contingent liabilities
a) Profit sharing bonds
Various legal actions are brought, mainly by former employees of the Company against the Argentine government and Telecom Argentina, requesting that Decree No. 395/92 – which expressly exempted Telefónica and the Company from issuing the profit-sharing bonds provided in Law No. 23,696 – be struck down as unconstitutional. The plaintiffs also claim the compensation for damages they suffered because such bonds have not been issued.
In August 2008, the Supreme Court of Justice not only found Decree No. 395/92 unconstitutional when resolving a similar case against Telefónica but also ordered that the proceedings be remanded to the court of origin so that such court shall decide which defendant must pay —the licensee and/or the Argentine government— and set the parameters that are to be taken into account in order to quantify the remedies requested (percent of profit sharing, statute of limitations criteria, distribution method between the program beneficiaries, among others). There are no uniform criteria among the Courts in relation to each of these concepts.
Following the Supreme Court of Justice’s decision, several Courts of Appeals have ruled that Decree No. 395/92 is unconstitutional. As a result, in the opinion of Telecom Argentina’s counsel, there is an increased probability that the Company will have to face certain contingencies, notwithstanding the reimbursement right to which Telecom Argentina would be entitled against the National Government.
On June 9, 2015, in re “Ramollino Silvana c/Telecom Argentina S.A.”, the Supreme Court of Justice ruled that the profit-sharing bonds do not apply to employees who joined the Company after November 8, 1990 and who were not members of the PPP.
This judicial precedent is consistent with the criterion followed by the Company for estimating provisions for these claims, based on the advice of its legal counsel, which considered remote the chances of paying compensation to employees who were not included in the PPP.
Statute of limitations criteria applied to claims: Supreme Court of Justice ruling “Dominguez v. Telefónica de Argentina S.A.”
In December 2013, the Supreme Court of Justice rendered a decision on a case similar to the above-referred legal actions, “Domínguez v. Telefónica de Argentina S.A.” In said case, the Supreme Court of Justice overturned a lower court ruling which had barred the claim as having exceeded the applicable statute of limitations because ten years had passed since the issuance of Decree No. 395/92.
On December 30, 2021, the Court of Appeals on Federal Civil and Commercial Matters issued a decision in plenary session, whereby it acknowledged, interpreting the doctrine developed by the Supreme Court of Justice in its ruling, that the statute of limitations must be applied periodically –as from the date of each balance sheet- but limited to
F-62
TELECOM ARGENTINA S.A.
Criteria for determining the relevant profit to calculate compensation: ruling of the Court of Appeals on Federal Civil and Commercial Matters in Plenary Session “Parota c/ Estado Nacional y Telefónica de Argentina S.A.”
On February 27, 2014, the Court of Appeals on Federal Civil and Commercial Matters issued its decision in plenary session in the case “Parota, César c/ Estado Nacional”, as a result of a claim filed against Telefónica. In its ruling, the Court held “that the amount of profit-sharing bonds corresponding to former employees of Telefónica de Argentina should be calculated based on the taxable income of Telefónica de Argentina S.A. on which the income tax liability is to be assessed”.
Federación Argentina de las Telecomunicaciones and Other v. Telecom Argentina S.A. on profit-sharing
In June 2013, the Company was served notice of this claim. The lawsuit was filed by
This collective lawsuit is for an unspecified amount. The plaintiffs presented the criteria that should be applied for the determination of the percentage of participation in the Company’s profit. The lawsuit requiring the issuance of a profit-sharing bond represents an obligation with potential future economic impact for the Company.
The Company filed its response to the claim, arguing that labor courts lack jurisdiction over the matter. In December 2017, the Court of First Instance dismissed the claim on the grounds that the claimant lacks standing because the claim is individual and not collective. The claimant filed an appeal, which is pending before Chamber VII of the Court of Appeals.
In June 2019, the Court of Appeals revoked the decision rendered by the Court of First Instance, returned the file, and ordered discovery proceedings.
The Company, based on the advice of its legal counsel, believes that there are strong arguments to defend its position in this claim, based, among other things, on the application of the statutes of limitations to the claim relating to the unconstitutionality of Decree No. 395/92, the lack of active legal standing for a collective claim relating to the issuance of bonds —due to the existence of individual claims— in addition to arguments based on plaintiff’s lack of active legal standing.
b) Sanctions Imposed by the Regulator
The Company is subject to various sanction procedures, in most cases promoted by the Regulatory Authority, for delays in repairs and service installations to fixed-line customers.
c) “Asociación por la Defensa de Usuarios y Consumidores vs. Telecom Personal S.A.” claim
In 2008, the “Asociación por la Defensa de Usuarios y Consumidores” sued Personal, seeking damages for an unspecified amount, in connection with the billing of calls to the automatic answering machine and the collection system called “send to end”, in collective representation of an undetermined number of Personal customers. The court has to render judgment on this claim.
In 2015, the Company learned of an adverse court ruling in a similar lawsuit, promoted by the same consumer’s association against another mobile operator.
On November 9, 2023, there was a first instance ruling where the Company was partially condemned to recognize credits in favor of a group of customers to be determined, but only for a limited period of time, between the years 2004 and 2005. The ruling was appealed.
On December 26, 2024, the Commercial Court of Appeals issued a ruling, which upheld the first-instance judgment in the main aspects and modified some aspects regarding the extent of the sentence, with some aspects in favor and others against.
The Company’s Management, with the assistance of its legal advisors, is evaluating the filing of a Federal Extraordinary Appeal.
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TELECOM ARGENTINA S.A.
d) Claim “Unión de Usuarios y Consumidores and Other v. Telecom Argentina S.A.” -– File No. 24,687/2018, pending before Commercial Court No. 9, Secretariat 17.
On September 3, 2019, Telecom was served notice of a class action brought by “Unión de Usuarios y Consumidores” and “Consumidores Libres Cooperativa Ltda. De Provisión de Servicios de Acción Comunitaria”, pending before the Commercial Court of First Instance No. 9, Clerk’s Office No. 17, for an unspecified amount.
Claimants seek to obtain an order against the Company for the reimbursement of the price increases collected from its subscribers in September and October 2018 and in January 2019 and of any price increase that may be collected for the duration of the proceedings (for timely provided services under the brands Cablevisión and Fibertel), plus interest accrued until the effective reimbursement date. Claimants allege that the defendant infringed certain provisions set forth under the General Rules Governing ICT Services Customers and Law No. 24,240 related to the terms and form of notice to subscribers of changes in the prices of such services.
The Company, with the assistance of its legal advisors, while considering that it has solid arguments for its defense, given the procedural status (the proceedings are already ready for sentencing) and the evidence produced, has classified this contingency as probable and consequently has determined a provision that it considers sufficient.
2. Possible Contingencies
In addition to the possible contingencies related to regulatory matters described in Note 2.d), the following is a summary of the most significant claims and legal actions for which the Company’s Management did not set up any provision, although the final outcome of these lawsuits cannot be assured.
a) Radioelectric Spectrum Fees
In October 2016, Personal modified the criteria used for the statement of some of its commercial plans (“Abono fijo”) for purposes of paying the radioelectric spectrum fees (derecho de uso de espectro radioeléctrico or “DER”), taking into account certain changes in such plans’ composition. This meant a reduction in the amount of fees paid by Personal.
In March 2017, ENACOM demanded Personal to rectify its statements corresponding to October 2016, requiring that such plans’ statements continue to be prepared based on the previous criteria. ENACOM issued a similar order in September 2018 for the subsequent periods. The Company’s Management believes that it has solid legal arguments to defend its position. Such arguments were actually confirmed in the recitals of Resolution ENACOM No. 840/18. Therefore, Telecom filed the corresponding administrative responses.
In August 2017, Personal received the notice of charge for the differences in the amounts owed in connection with the payment made in October 2016. Notwithstanding the grounds disclosed in its response, in April 2019, ENACOM imposed a sanction on the Company due to the non-compliance alleged for that period. The Company filed the corresponding administrative response. However, the company cannot assure that its arguments will be accepted by ENACOM.
The difference resulting from both criteria since October 2016 is of approximately $
On February 27, 2018, ENACOM Resolutions Nos. 840/18 and 1,196/18 were published in the Official Gazette. Through these Resolutions, ENACOM updated the value of the Radioelectric Spectrum Fee per Unit and, in addition, established a new regime for mobile communication services, which substantially increased the amounts to be paid for such service.
Subsequently, by Resolution No. 4353/18, published in the Official Gazette on May 24, 2018, it was established that the new Regime established by ENACOM Resolutions No. 840/18 and No. 1,196/18 would not have an impact until August 31, 2018. Likewise, it was established that the sworn statements corresponding to Mobile Communications Services (SRMC, STM, PCS and SCMA), which expired in the months of April and May 2018, which had not been prepared in accordance with the provisions of ENACOM Resolution No. 840/2018, should be submitted rectified and the resulting differences paid on October 10, 2018.
Telecom filed the restated returns for March and April 2018 (due in April and May 2018) and paid (under protest) the corresponding amounts. It also started to comply, as from September 2018, with the filing and payment (under protest) of the corresponding returns.
F-64
TELECOM ARGENTINA S.A.
By means of ENACOM Resolution No. 4,266/19 dated October 8, 2019, the calculation basis for Radioelectric Rights and Tariffs corresponding to Mobile Communications Services (SRMC, STM, PCS and SCMA) was modified based on the sworn declarations whose expiration date occurs after the date of publication of the Resolution. This modification represents a reduction in the rate applicable to the payment of DER for these services.
b) “Consumidores Financieros Asociación Civil para su Defensa” claim
In November 2011, Personal was notified of a lawsuit filed by the “Consumidores Financieros Asociación Civil para su Defensa” claiming that Personal made allegedly abusive charges to its customers by implementing per-minute billing and setting an expiration date for prepaid telecommunication cards.
Personal rejected the claim, with emphasis on the regulatory framework that explicitly endorses its practices, now challenged by the plaintiff in disregard of such regulations.
The proceeding is now in the discovery stage. However, the judge has ordered the accumulation of this claim with two other similar claims against Telefónica Móviles Argentina S.A. and América Móvil S.A..Therefore, the
The plaintiffs are seeking damages for an unspecified amount. While the Company believes there are strong defenses that should result in a dismissal of the claim, in the absence of judicial precedents on the matter, the Company’s Management (with the advice of its legal counsel) has classified the claim as possible until a judgment is rendered.
c) Proceedings related to value added services - Mobile contents
In October 2015, Personal was notified of a claim brought by the consumer association “Cruzada Cívica para la defensa de los consumidores y usuarios de Servicios públicos”.
The plaintiff’s claim relates to the manner in which content and trivia games are contracted, requesting the application of punitive damages to Personal.
As of the date of the Consolidated Financial Statements, this claim for an unspecified amount is in its preliminary stages because notice of the claim has not been served on all interested parties.
Based on the advice of its legal counsel, the Company’s Management believes to have strong arguments for its defense. However, given the absence of any case law, the final outcome of these claims cannot be assured.
d) Claims filed by unions in connection with union contributions
The unions FOEESITRA, SITRATEL, SILUJANTEL, SOEESIT, FOETRA, SUTTACH, and the Union of Telephone Workers and Employees of Tucumán brought
The above-mentioned unions argue that Telecom is jointly and severally liable for the payment of the above-mentioned contributions. Telecom answered all the claims.
In the action brought by FOEESITRA, the judge of first instance rejected the summons to third parties made by Telecom. This decision was confirmed by the Labor Court and the case is being appealed with a request for opening of evidence.
In the action brought by FOETRA, the Court of Appeals revoked the decision rendered by the court of first instance that had declared the incompetence. The judge of first instance must render a decision on the exceptions filed by Telecom.
In the action brought by SITRATEL, the judge of first instance declared himself competent to intervene and rejected the summons of third parties made by Telecom. This decision was appealed and recently confirmed by the IX Chamber. This last decision of the court is not final.
In the action brought by the Union of Telephone Workers and Employees of Tucumán, the judge of first instance rejected the summons of third parties requested and the claim of lack of jurisdiction. The decision was confirmed by the Labor Chamber and the case was opened to the evidentiary stage.
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TELECOM ARGENTINA S.A.
The other claims have been suspended at the request of the parties.
The unions are seeking damages for an unspecified amount.
Even though the Company’s Management believes that there are sound grounds for the favorable resolution of these claims, given the lack of judicial precedents, the final outcome of these claims cannot be assured.
e) Asociación por la Defensa de Usuarios y Consumidores v. Cablevisión on expedited summary proceeding - Case No. 4.010/2017 pending before the Commercial Court No. 31, Secretariat 61
In November 2018, the Company was served notice of a claim brought by Asociación por la Defensa de Usuarios y Consumidores. The Claimant requested that the defendant: 1) cease its practice of preventing customers from terminating Internet and cable television services when customers request such termination; 2) reimburse to each user the amounts collected for the period of
In December 2018, the Company filed a response, alleging the application of statutes of limitation (two-year term) as well as the lack of standing of the Association to file the lawsuit. It requested that the claim be rejected in its entirety, and that the legal costs be borne by the plaintiff. The proceeding is now in the discovery stage.
The plaintiffs are seeking damages for an unspecified amount.
Based on the advice of its legal counsel, the Company believes to have strong arguments for its defense. However, the final outcome of this claim cannot be assured.
f) Resolution No. 50/10 et seq. issued by the Secretaría de Comercio Interior de la Nación (Secretariat of Domestic Trade or “SCI”)
SCI Resolution No. 50/10 approved certain rules for the sale of pay television services. These rules provide that cable television operators must apply a formula to calculate their monthly basic subscription prices. The Company filed an administrative appeal against Resolution No. 50/10 requesting the suspension of its effects and its nullification.
In accordance with the decision rendered on August 1, 2011, in re “LA CAPITAL CABLE S.A. v/ Ministry of Economy-SCI “, the Federal Court of Appeals of the City of Mar del Plata ordered the SCI to suspend the application of Resolution No. 50/10 with respect to all cable television licensees represented by the Argentine Cable Television Association (“ATVC”, for its Spanish acronym). The National Government filed an appeal such resolution, which was dismissed. The National Government filed a direct appeal with the Supreme Court of Justice, which has also been dismissed.
Notwithstanding the foregoing, between March 2011 and October 2014, several resolutions based on Resolution No. 50/10 were published in the Official Gazette, which regulated the prices to be charged by Cablevisión to its customers for the basic cable television service. The Company filed appeals against these resolutions and their enforcement was suspended pursuant to the above-mentioned injunction.
In September 2014, the Supreme Court of Justice rendered a decision in re “Municipality of Berazategui v. Cablevisión” and ordered that the cases related to these resolutions continue under the jurisdiction of the Federal Court of Appeals of Mar del Plata that had issued the decision on the collective action in favor of ATVC. Currently, all the claims related to this matter are pending before the Federal Courts of Mar del Plata.
In April 2019, La Capital Cable S.A. was served notice of the decision rendered by Federal Court No. 2 of Mar del Plata, whereby said court declared the unconstitutionality of certain articles of the law on which the SCI grounded Resolution No. 50/10 as well as the subsequent resolutions. The declaration of unconstitutionality entails that these resolutions are not applicable to La Capital Cable and the companies represented by ATVC. However, the National Government filed an appeal against said resolution.
On December 26, 2019, the Federal Court of Mar del Plata rejected the grievances of the National Government and confirmed the decision rendered by the court of first instance which declared the unconstitutionality of the sections of the law based on which the SCI issued Resolution No. 50/10 and the subsequent resolutions. The National Government and ENACOM filed extraordinary appeals, which although they were granted during 2021, are still pending before the Supreme Court of Justice.
On November 15, 2024, Resolution No. 50/10 was repealed by Resolution No. 433/2024 of the Secretariat of Industry and Commerce.
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TELECOM ARGENTINA S.A.
The Company, with the assistance of its legal advisors, is evaluating the potential impacts of the repeal on the case.
3. Gain Contingencies
“AFA Plus Project” Claim
On July 20, 2012, the Company entered into an agreement with the Argentine Football Association (“AFA”), for the provision of services for a system called “Argentine Football System Administration” (“AFA Plus Project”). In September 2014, the AFA notified the Company of its decision to terminate the contract.
The Company did not accept the AFA’s proposal for compensation for investments and expenses incurred, considering it insufficient, and on December 19, 2018, it filed a lawsuit against the AFA for the sum of $
The Company’s Management, with the assistance of its external advisors, considers that it has solid factual and legal arguments to have its claims addressed.
NOTE 20 – PURCHASE COMMITMENTS
The Company has entered into various purchase commitments with domestic and foreign suppliers amounting to approximately $
The table below details commitments within one year and beyond one year:
As of December 31, | ||||
| 2024 | | 2023 | |
Committed within one year | | | | |
Committed beyond one year |
| |
| |
| |
| | |
NOTE 21 – EQUITY
| (a) | Capital Stock |
As of December 31, 2024 and 2023, the total capital stock of Telecom Argentina amounted to $
Class of Shares | | Total |
Class “A” |
| |
Class “B” |
| |
Class “C” |
| |
Class “D” |
| |
Total |
|
As of the date of the 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 American Depositary Shares (ADS) representing five Class “B” shares of the Company are traded on the NYSE under the symbol TEO.
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TELECOM ARGENTINA S.A.
| (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 $ |
| (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 non-cash or any combination of both options, for up to the maximum amount of distribution of US$ |
| (c) | Share Ownership Plan |
In 1992, a Decree from the Argentine government, which provided for the creation of the Company upon the privatization of ENTel, established that
As of the date of the Consolidated Financial Statements,
| (d) | Restrictions on distribution of profits |
Under the LGS, the by-laws of the Company and rules and regulations of the CNV, a minimum of
NOTE 22 – FINANCIAL INSTRUMENTS
| a) | Categories of financial assets and financial liabilities |
The following tables set out, for financial assets and liabilities as of December 31, 2024 and 2023 their category of financial instrument and the details of profits and losses generated according to each category.
Fair value | ||||||||
| | accounted | | accounted | | |||
through | through other | |||||||
Amortized | profit or | comprehensive | ||||||
As of December 31, 2024 | cost | loss | income | Total | ||||
Assets | | | | |||||
Cash and cash equivalents | | | — | | ||||
Investments | | | — | | ||||
Trade receivables | | — | — | | ||||
Other receivables | | | — | | ||||
Total | | | — | | ||||
Liabilities | | |||||||
Trade payables | | — | — | | ||||
Borrowings | | — | — | | ||||
Leases liabilities | | — | — | | ||||
Other liabilities | | | — | | ||||
Total | | | — | | ||||
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TELECOM ARGENTINA S.A.
Fair value | ||||||||
| | accounted | | accounted | | |||
through | through other | |||||||
Amortized | profit or | comprehensive | ||||||
As of December 31, 2023 | cost | loss | income | Total | ||||
Assets | | | | | ||||
Cash and cash equivalents | | | — | | ||||
Investments | | | — | | ||||
Trade receivables | | — | — | | ||||
Other receivables | | | | | ||||
Total | | | | | ||||
Liabilities | ||||||||
Trade payables | | — | — | | ||||
Borrowings | | — | — | | ||||
Leases liabilities | | — | — | | ||||
Other liabilities | | | — | | ||||
Total | | | — | | ||||
Gains and losses by category – Year 2024
| Net gain/(loss) | | Of which interest | |
Financial assets at amortized cost | ( | | ||
Financial liabilities at amortized cost | | ( | ||
Financial assets at fair value through profit or loss | ( | — | ||
Financial liabilities at amortized cost through profit or loss | ( | — | ||
Total | | ( |
Gains and losses by category – Year 2023
| Net gain/(loss) | | Of which interest | |
Financial assets at amortized cost | | | ||
Financial liabilities at amortized cost | ( | ( | ||
Financial assets at fair value through profit or loss | | | ||
Financial liabilities at amortized cost through profit or loss | ( | — | ||
Total | ( | |
Gains and losses by category – Year 2022
| Net gain/(loss) | | Of which interest | |
Financial assets at amortized cost |
| |
| |
Financial liabilities at amortized cost |
| |
| ( |
Financial assets at fair value through profit or loss |
| ( |
| ( |
Financial liabilities at fair value through profit or loss |
| ( |
| — |
Total |
| |
| ( |
| b) | Fair value hierarchy and other disclosures |
The Company presents the judgments and estimates made to determine the fair values of the financial instruments that are recognized and measured at fair value in its recast consolidated financial statements.
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 December 31, 2024 and 2023, and the level of hierarchy are listed below:
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TELECOM ARGENTINA S.A.
As of December 31, 2024 | | Level 1 | | Level 2 | | Total |
Assets |
| |
| |
| |
Current Assets |
| |
| |
| |
Mutual Funds (1) (2) |
| |
| — |
| |
Government bonds (1) (2) |
| |
| — |
| |
Other receivables: Compensation received for company acquisitions (3) |
| — |
| |
| |
Non-current Assets |
|
|
| |||
Other receivables: Compensation received for company acquisitions (3) |
| — |
| |
| |
Total assets |
| |
| |
| |
Liabilities |
| |
| |
| |
Current Liabilities |
| |
| |
| |
Other liabilities: Debt for acquisition of NYSSA (3) |
| — |
| |
| |
Non-current Liabilities |
| |
|
| ||
Other liabilities: Debt for acquisition of NYSSA (3) |
| — |
| |
| |
Total liabilities |
| — |
| |
| |
As of December 31, 2023 |
| Level 1 |
| Level 2 |
| Total |
Assets |
| |
| |
| |
Current Assets |
| |
| |
| |
Mutual Funds (1) (2) |
| |
| — |
| |
Government bonds (1) (2) |
| |
| — |
| |
Other receivables: DFI (4) | — | | | |||
Other receivables: Indemnification assets (3) | — | | | |||
Non-current Assets |
|
|
| |||
Other receivables: DFI (4) | — | | | |||
Total assets | | | | |||
Liabilities |
|
|
| |||
Current Liabilities |
|
|
| |||
Other liabilities: Debt for acquisition of NYSSA (3) |
| — |
| |
| |
Non-current Liabilities | ||||||
Other liabilities: Debt for acquisition of NYSSA (3) | — | | | |||
Total liabilities |
| — |
| |
| |
(1) | The Mutual funds are included in Cash and cash equivalents and Investments. The Government bonds are included in Cash and cash equivalents and Investments. |
(2) | The fair value is based on information obtained from active markets and corresponds to quoted market prices as of year-end. A market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. |
(3) | The fair value was determined by the variation between the quoted values of certain public securities in foreign currency and Argentine pesos. |
(4) | The fair value of financial instruments that are not negotiated in active markets is determined using valuation techniques. These valuation techniques maximize the use of market observable information, when available, and rely as little as possible on specific estimates of the Company. The techniques used for the measurement of financial instruments, are detailed below: a) DFI for forward purchases of US dollars and RMB, corresponds to the variation between the market prices at the end of the fiscal year and the time of agreement and; b) DFI interest rate swap corresponds to the present value of estimated future cash flows based on observable yield curves obtained in the market. |
During the years ended December 31, 2024 and 2023, there were
Additionally, the methods and assumptions used to estimate the fair values of each class of financial instrument are as follows:
Trade receivables and Other receivables: Carrying amounts are considered to approximate fair value due to the short term nature of these receivables. Noncurrent trade receivables have been recognized at their amortization cost, using the effective interest method and are not significant.
Trade payables and Other liabilities: The carrying amount of trade payables and other liabilities to approximates its fair value due to the short term nature of these debts. Noncurrent trade payables and other liabilities have been discounted.
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TELECOM ARGENTINA S.A.
Borrowings
As of December 31, 2024, fair value of borrowings is as follows:
| Carrying Value | | Fair Value | |
Notes |
| |
| |
Other borrowings |
| |
| |
| |
| |
As of December 31, 2023, fair value of borrowings is as follows:
| Carrying Value | | Fair Value | |
Notes |
| |
| |
Other borrowings |
| |
| |
| |
| |
The fair value of the loans 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. |
| c) | Hedge accounting |
Derivatives are used by Telecom and its subsidiaries to manage their exposure to exchange rate and interest rate risks.
The position of DFIs in the consolidated statements of financial position and amounts recognized in Consolidated Income Statements and Consolidated Statements of Comprehensive Income, are detailed below:
As of December 31, | ||||
2024 | 2023 | |||
Other receivables current - DFI: SOFR | | — | | |
Other receivables noncurrent - DFI: SOFR |
| — |
| |
Total assets |
| — |
| |
Years ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
Profit (loss) | ||||||
Foreign currency exchange effect | | | | | | ( |
Interests on borrowings |
| ( |
| ( |
| ( |
Financial results |
| |
| |
| ( |
DFI effects classified as hedges |
| ( |
| |
| |
Other comprehensive income (loss) |
| ( |
| |
| |
| ● | Interest rate swaps – cash flow hedges |
In August 2024, the Company cancelled the several DFI agreements, to hedge the fluctuation of SOFR from the IFC loan signed on June 28, 2022, for its total amount, for the period beginning February 15, 2023 to August 15, 2025. The agreements entered into covered a total amount of US$
In September 2022, the several DFI agreements were finalized to hedge the fluctuation of LIBOR from the IFC loan amounting to US$
| ● | Exchange rate Hedges |
During year ended December 31, 2024, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$
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TELECOM ARGENTINA S.A.
During year ended December 31, 2023, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$
During year ended December 31, 2022, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$
| d) | Offsetting of financial assets and financial liabilities |
Telecom and its subsidiaries offset the financial assets and liabilities to the extent that such offsetting is provided by offsetting agreements and provided that Telecom has the intention to make such offsetting. The main financial assets and liabilities offset correspond to transactions with other national and foreign operators including interconnection, carriers and Roaming (being offsetting a standard practice in the telecommunications industry at the international level that Telecom and its subsidiaries applies regularly). Offsetting is also applied to transactions with agents.
The following table presents financial assets and liabilities that are offset as of December 31, 2024 and 2023:
As of December 31, 2024 | ||||||||
Trade | Other | Other | ||||||
| receivables | | receivables | | Trade payables | | liabilities | |
Current and noncurrent assets (liabilities) - Gross value |
| |
| |
| ( |
| ( |
Offsetting |
| ( |
| ( |
| |
| |
Current and noncurrent assets (liabilities) – Carrying Value |
| |
| |
| ( |
| ( |
As of December 31, 2023 | ||||||||
Trade | Other | Other | ||||||
| receivables | | receivables | | Trade payables | | liabilities | |
Current and noncurrent assets (liabilities) - Gross value |
| |
| |
| ( |
| ( |
Offsetting |
| ( |
| ( |
| |
| |
Current and noncurrent assets (liabilities) – Carrying Value |
| |
| |
| ( |
| ( |
NOTE 23 – REVENUES
Years ended December 31, | ||||||||
| 2024 | | 2023 | | 2022 | |||
Mobile Services | | | | |||||
Internet Services | | | | |||||
Cable Television Services | | | | |||||
Fixed and Data Services | | | | |||||
Other services revenues | | | | |||||
Subtotal Services revenues | | | | |||||
Equipment revenues | | | | |||||
Total Revenues | | | | |||||
NOTE 24 – OPERATING EXPENSES
Operating expenses disclosed by nature of expense amounted to $
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TELECOM ARGENTINA S.A.
Years ended December 31, | ||||||
| 2024 | | 2023 | | 2022 | |
Employee benefit expenses and severance payments | Profit (loss) | |||||
Salaries, social security expenses and benefits | ( | ( | ( | |||
Severance indemnities | ( | ( | ( | |||
Other employee expenses | ( | ( | ( | |||
( | ( | ( | ||||
Fees for services, maintenance, materials and supplies | ||||||
Maintenance and materials | ( | ( | ( | |||
Fees for services | ( | ( | ( | |||
Directors and Supervisory Committee’s fees | ( | ( | ( | |||
( | ( | ( | ||||
Taxes and fees with the Regulatory Authority | ||||||
Turnover tax | ( | ( | ( | |||
Regulatory Entity Fees | ( | ( | ( | |||
Municipal taxes | ( | ( | ( | |||
Other taxes and fees | ( | ( | ( | |||
( | ( | ( | ||||
Cost of equipment | ||||||
Inventory balance at the beginning of the year | ( | ( | ( | |||
Plus: | ||||||
Purchases | ( | ( | ( | |||
Others | | | | |||
Less: | ||||||
Inventory balance at the end of the year | | | | |||
( | ( | ( | ||||
Other operating expenses | Profit (loss) | |||||
Legal Claims and contingent liabilities | ( | ( | ( | |||
Rentals and internet capacity | ( | ( | ( | |||
Energy, water and other services | ( | ( | ( | |||
Postage, freight and travel expenses | ( | ( | ( | |||
Other | ( | ( | ( | |||
( | ( | ( | ||||
Depreciation, amortization and impairment of Fixed Assets | ||||||
Depreciation of PP&E | ( | ( | ( | |||
Amortization of intangible assets | ( | ( | ( | |||
Amortization of Rights of use assets | ( | ( | ( | |||
Impairment of Fixed Assets (*) | | ( | ( | |||
( | ( | ( | ||||
(*)In 2022 includes $(
Operating expenses, disclosed per function are as follows:
| Operating | | Administration | | Commercialization | | Other | | Total | | Total | | Total | |
Concept | costs | costs | costs | expenses | 12.31.2024 | 12.31.2023 | 12.31.2022 | |||||||
Employee benefit expenses and severance payments |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Interconnection costs and other telecommunication charges |
| ( |
| — |
| — | — |
| ( |
| ( |
| ( | |
Fees for services, maintenance, materials and supplies |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Taxes and fees with the Regulatory Authority |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Commissions and advertising |
| — |
| — |
| ( | — |
| ( |
| ( |
| ( | |
Cost of equipment |
| ( |
| — |
| — | — |
| ( |
| ( |
| ( | |
Programming and content costs |
| ( |
| — |
| — | — |
| ( |
| ( |
| ( | |
Bad debt expenses |
| — |
| — |
| ( | — |
| ( |
| ( |
| ( | |
Other operating expenses |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Depreciation, amortization and impairment of Fixed Assets |
| ( |
| ( |
| ( | |
| ( |
| ( |
| ( | |
Total as of 12.31.2024 |
| ( | ( | ( | | ( | ||||||||
Total as of 12.31.2023 |
| ( |
| ( |
| ( | ( |
|
| ( |
| |||
Total as of 12.31.2022 |
| ( |
| ( |
| ( | ( |
|
|
| ( |
Other leases
Future minimum lease payments of non-cancellable other lease agreements of Telecom and its subsidiaries as of December 31, 2024, 2023 and 2022 in currency on the transaction date are as follows:
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TELECOM ARGENTINA S.A.
| Less than | | | More than 5 | | |||
1 year | 1‑5 years | years | Total | |||||
2024 | | | | | ||||
2023 | | | | | ||||
2022 | | | | |
Further information is provided in Note 3.k).
NOTE 25 – FINANCIAL RESULTS, NET
| Years ended December 31, | |||||
| 2024 | | 2023 | | 2022 | |
Profit (loss) | ||||||
Interests on borrowings |
| ( |
| ( |
| ( |
Remeasurement in borrowings (*) |
| ( |
| |
| |
Foreign currency exchange gains on borrowings |
| |
| ( |
| |
Borrowings renegotiation results |
| |
| ( |
| ( |
Repurchase Notes |
| |
| — |
| — |
Total financial results from borrowings |
| |
| ( |
| |
(*)Related to Notes issued in UVA
Years ended December 31, | ||||||
| 2024 | | 2023 | | 2022 | |
Profit (loss) | ||||||
Fair value gains/(losses) on financial assets at fair value through profit or loss | ( | | ( | |||
Other foreign currency exchange gains (losses) | | ( | | |||
Other interests, net | | | | |||
Other taxes and bank expenses | ( | ( | ( | |||
Financial expenses on pension benefits | ( | ( | ( | |||
Financial discounts on assets, debts and others | ( | ( | ( | |||
RECPAM | | | | |||
Total other financial results, net | | | | |||
Total financial results, net | | ( | | |||
NOTE 26 – FINANCIAL RISK MANAGEMENT
Financial risk factors
Telecom and its subsidiaries are exposed to the following financial risks in the ordinary course of its business operations:
| ● | Market risk: stemming from change in exchange rates, market prices and interest rates in connection with financial assets that have been originated and financial liabilities that have been assumed; |
| ● | Credit risk: representing the risk of the non-fulfillment of the obligations undertaken by the counterpart regarding the operations of Telecom; |
| ● | Liquidity risk: connected with the need to meet short-term financial commitments. |
These financial risks are managed by:
| ● | The definition of guidelines for directing operations; |
| ● | The activity of the Board of Directors and Management which monitors the level of exposure to mentioned risks consistently with prefixed general objectives; |
| ● | The identification of the most suitable financial instruments, to reach prefixed objectives; |
| ● | The monitoring of the results achieved. |
This sensitivity analysis provides only a limited point of view of the sensitivity to market risk of certain financial instruments. The actual impact of changes in financial instruments may differ significantly from this estimate.
The policies to manage and the sensitivity analyses of the above financial risks by Telecom are described below.
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TELECOM ARGENTINA S.A.
Market risk
Foreign exchange risk
One of the main Telecom’s market risks is its exposure to changes in foreign currency exchange rates in the markets in which it operates.
Foreign currency risk is the risk that the future fair values or cash flows of a financial instrument may fluctuate due to exchange rate changes.
Telecom has great part of its commercial and financial debt denominated in US$ and other currencies, unlike the Company’s sales revenue, which is mainly generated in Argentine pesos. Additionally, Telecom and its subsidiaries hold cash and cash equivalents, largely denominated in foreign currencies, which contributes to reducing the exposure of commercial and financial obligations in foreign currencies.
The financial risk management policies of Telecom are directed towards diversifying the acquisition of goods and services in the functional currency and using selected DFI to mitigate long-term positions in foreign currency.
The appreciation of the US dollar against the Argentine peso in recent years has had and continues to have a negative impact on the payment and revaluation of debts denominated in foreign currency and may have a negative effect on our financial position and results of operations. This impact negatively affects the Company since we depend mainly on the domestic market with revenues usually collected in Argentine pesos.
Although in 2024 the Argentine peso continued to depreciate against the US dollar, with an annual devaluation of
As a result of the increased volatility of the Argentine peso over the past few years, the Central Bank of Argentina (BCRA) has implemented various measures to stabilize its value, including, among others, exchange restrictions for access to the Argentine Single and Free Exchange Market (MULC, for its Spanish acronym), which led to an increase in overdue commercial debts as of December 31, 2023.
Due to rising commercial debts, the BCRA offered bonds denominated in US dollars (BOPREAL, for its Spanish acronym), which could only be subscribed by importers with overdue debts for goods that had cleared customs and/or services that had been effectively rendered up until December 12, 2023. It is noteworthy that during January and February 2024, the Company and certain subsidiaries acquired BOPREAL bonds and used them to settle the foreign currency commercial debt held by the Company.
Any further depreciation and/or inability of the Company to acquire foreign currency could have an adverse effect on the financial position, the ability to meet obligations denominated in foreign currency, and the possibility to pay dividends or make payments (of principal or interest) on the Company’s borrowings.
Financial assets and liabilities denominated in foreign currencies
Financial assets and liabilities denominated in foreign currencies as of December 31, 2024 and 2023, are the following:
| 2024 | | 2023 | |
In equivalent millions of Argentine pesos | ||||
Assets |
| |
| |
Liabilities |
| ( |
| ( |
Liabilities Net |
| ( |
| ( |
Sensitivity analysis
As of December 31,2024, which is a not hedged net liability position in foreign currency of US$
As of December 31, 2023, which was a not hedged net liability position in foreign currency of US$
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TELECOM ARGENTINA S.A.
Interest rate risk
Within its borrowings structure, Telecom and its subsidiaries have negotiable obligations, bank loans and loans from other financial entities denominated in pesos, dollars, RMB and guaraníes at fixed and variable rates and current account advances denominated in pesos in the short term and at rates renegotiable upon maturity, and are therefore exposed to the risk of interest rate fluctuations, mainly through the fluctuation of the SOF variable rate.
The proportion of fixed-rate and variable-rate borrowings as of December 31, 2024 and 2023 is detailed below:
| 2024 | | 2023 |
| |||||
$ | | % | $ | | % |
| |||
Fixed rate | | | % | | | % | |||
Variable rate | | | % | | | % | |||
Total borrowings (*) | | | % | | | % | |||
(*)includes capital and interest.
The Company manages its exposure to interest rate variation risk, optimizing the type of financing with the aim of improving terms and reducing its financial costs with improvements in interest rates. It also has used different hedging DFIs which convert variable rates into fixed rates. For more information on the DFIs held by the Company, see Note 22.
For more information about borrowings see Note 13.
Sensitivity analysis
As of December 31, 2024, Management believes that any variation of
Price Risk
Telecom’s investments in financial assets at fair value through profit or loss are susceptible to the risk of changes in market prices arising from fluctuations in the future value of these assets. The Company conducts an ongoing monitoring of the evolution of these assets’ prices.
As of December 31, 2024 and 2023, the total value of investments with changes in fair value recognized in net income amounted to $
Sensitivity Analysis
Management estimates that any
Credit risk
Credit risk represents Telecom’s exposure to possible losses arising from the failure of commercial or financial counterparts to fulfill their assumed obligations. Such risk stems principally from economic and financial factors that could affect to our debtors.
Credit risk arises from cash and cash equivalents as well as credit exposures to customers, including outstanding receivables and committed transactions.
Telecom’s maximum theoretical exposure to credit risk is represented by the carrying amount of the financial assets and trade receivables, net recorded in the consolidated statement of financial position.
Cash and cash | Trade | Other | Total as of | |||||||
Date due | | equivalents | | Investments | | receivables, net | | receivables, net | | December 31, 2024 |
Total due |
| — |
| — |
| |
| |
| |
Total not due |
| |
| |
| |
| |
| |
Total as of December 31, 2024 |
| |
| |
| |
| |
| |
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TELECOM ARGENTINA S.A.
| Cash and cash | | | Trade | | Other | | Total as of | ||
Date due | equivalents | Investments | receivables, net | receivables, net | December 31, 2023 | |||||
Total due |
| — |
| — |
| |
| |
| |
Total not due |
| |
| |
| |
| |
| |
Total as of December 31, 2023 |
| |
| |
| |
| |
| |
The accruals to the allowance for doubtful accounts are recorded: (i) for an exact amount on credit positions that present an element of individual risk (bankruptcy, customers under legal proceedings with the Company); and (ii) on credit positions that do not present such characteristics, by customer segment considering the aging of the accounts receivable balances, expected credit losses, customer creditworthiness and changes in the customer payment terms. Total overdue balances not covered by the allowance for doubtful accounts amount to $
Regarding the credit risk relating to the asset included in the “Net borrowings or asset”, it should be noted that Telecom evaluates the outstanding credit of the counterparty and the levels of investment, based, among others, on their credit rating and the equity size of the counterparty.
In order to minimize credit risk, Telecom also pursues a diversification policy for its investments of liquidity with leading high-credit-quality banking and financial institutions and generally for short-term periods. Consequently, there are no significant positions with any one single counterpart.
Telecom serves a wide range of customers, including residential customers, businesses and governmental agencies. As such, Telecom’s account receivables are not subject to significant concentration of credit risk.
Liquidity risk
Liquidity risk represents the risk that Telecom and its subsidiaries have no funds to accomplish its obligations of any nature (labor, commercial, fiscal and financial, among others).
Telecom has an excellent credit rating and has several financing sources and several offers from first-class institutions to diversify its current funding structure, which includes accessing to capital market and obtaining competitive bank loans in what relates to terms and financial costs, in all cases, both at the domestic and international level, with the objective of covering its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings. For further information on bank loans agreements, bank loans payments and bank loans restructured, see Note 13.
The Company’s management evaluates the national and international macroeconomic context (including regulatory restrictions and foreign exchange restrictions) to take advantage of market opportunities to presser the financial health for the benefit of its investors.
The table below contains a breakdown of financial liabilities into relevant maturity groups based on the remaining period at the date of the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Trade | Leases | Other | Total as of | |||||||
Maturity Date | | payables | | Borrowings | | liabilities | | liabilities | | December 31, 2024 |
Due |
| |
| — |
| — |
| — |
| |
January 2025 thru December 2025 |
| |
| |
| |
| |
| |
January 2026 thru December 2026 |
| |
| |
| |
| |
| |
January 2027 thru December 2027 |
| |
| |
| |
| — |
| |
January 2028 and thereafter |
| |
| |
| |
| — |
| |
| |
| |
| |
| |
| |
Trade | Leases | Other | Total as of | |||||||
Maturity Date | | payables | | Borrowings | | liabilities | | liabilities | | December 31, 2023 |
Due | | — | — | — | | |||||
January 2024 thru December 2024 |
| |
| |
| |
| |
| |
January 2025 thru December 2025 |
| |
| |
| |
| |
| |
January 2026 thru December 2026 |
| |
| |
| |
| |
| |
January 2027 and thereafter |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
On the other hand, it should be noted that, Telecom and its subsidiaries have a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E) for longer terms than those it provides to its customers.
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TELECOM ARGENTINA S.A.
The Management uses the metrics a) working capital and b) liquidity rate to measure its short-term financial health and operational efficiency and assessing the Company’s ability to manage its liquidity and sustain their operational activities.
Working capital and liquidity risk as of December 31, 2024 and 2023 are detailed below:
| 2024 | | 2023 | | Variation | |
Trade receivables | | | | |||
Other receivables | | | ( | |||
Inventories | | | ( | |||
Current liabilities (not considering borrowings) | ( | ( | | |||
Negative operative working capital | ( | ( | | |||
Over revenues | | % | | % | ||
Cash and cash equivalents | | | ( | |||
Other receivables | — | | ( | |||
Investments | | | ( | |||
Current borrowings | ( | ( | | |||
Net Current financial (liability) asset | ( | ( | ( | |||
Assets classified as held for sale | | — | | |||
Negative working capital (current assets – current liabilities) | ( | ( | | |||
Liquidity rate | | | ( |
During 2024, Telecom obtained funds from the financial market to refinance part of its borrowings in order to optimize its term, rate and structure, see Note 13 for more information. Telecom will continue with its strategy of refinancing its borrowings in order to extend the contractual terms, as well as to obtain lower financing costs, with the aim of being able to cover its negative working capital.
Capital management
The primary objective of Telecom’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.
Telecom manages its capital structure and makes adjustments considering the business evolution and changes in the macroeconomic conditions.
To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders and the level of indebtedness.
The Company does not have to comply with regulatory capital adequacy requirements.
The issues related to financial debt ratios see Note 13.
NOTE 27 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a) Controlling Company
CVH is the controlling company of Telecom Argentina, holding
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 dated July 7, 2017.
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TELECOM ARGENTINA S.A.
● | Associates and Joint venture |
CURRENT ASSETS | Kind of related party | As of December 31, | ||||
Trade receivables | | | 2024 | | 2023 | |
Ver TV | Associate | — | | |||
OPH | Joint venture | | ||||
| ||||||
Other receivables | ||||||
La Capital Cable | Associate | — | | |||
Ver TV | Associate | — | | |||
— | | |||||
CURRENT LIABILITIES | | | ||||
Trade payables | ||||||
La Capital Cable | Associate | | | |||
TSMA | Associate | — | | |||
OPH | Joint venture | | | |||
| | |||||
Other liabilities | ||||||
OPH | Joint venture | | | |||
| | |||||
NON - CURRENT LIABILITIES | ||||||
Other liabilities | ||||||
OPH | Joint venture | | | |||
| | |||||
●Other related parties
CURRENT ASSETS | As of December 31, | |||
Trade receivables | | 2024 | | 2023 |
Other related parties | | | ||
| | |||
Other receivables | ||||
Other related parties | | | ||
| | |||
CURRENT LIABILITIES | ||||
Trade payables | ||||
Other Related parties | | | ||
| | |||
c) Transactions with Related parties
●Associates and Joint venture
Transaction | Kind of related party | Years ended December 31, | ||||||||
| | | 2024 | | 2023 | | 2022 | |||
Profit (loss) | ||||||||||
Revenues | ||||||||||
La Capital Cable | Services revenues and other revenues | Associate | |
| |
| | |||
Ver TV | Services revenues and other revenues | Associate | | | — | |||||
OPH | Services revenues and other revenues | Joint venture | |
| |
| — | |||
| | | ||||||||
Operating costs | ||||||||||
La Capital Cable | Fees for services | Associate | ( |
| ( |
| ( | |||
OPH | Fees for services | Joint venture | ( | — | — | |||||
( |
| ( |
| ( | ||||||
F-79
TELECOM ARGENTINA S.A.
| ● | Other Related parties |
Transaction | Years ended December 31, | |||||||
| | 2024 | | 2023 | | 2022 | ||
Profit (loss) | ||||||||
Revenues | ||||||||
Other Related parties | Services and advertising revenues | |
| |
| | ||
|
| |
| | ||||
Operating costs | ||||||||
Other Related parties | Programming costs | ( |
| ( |
| ( | ||
Other Related parties | Editing and distribution of magazines | ( |
| ( |
| ( | ||
Other Related parties | Advisory services | ( |
| ( |
| ( | ||
Other Related parties | Advertising purchases | ( |
| ( |
| ( | ||
Other Related parties | Other purchases and commissions | ( |
| ( |
| ( | ||
( |
| ( |
| ( | ||||
The transactions discussed above were made on an arm’s length transaction basis.When Telecom’s transactions represented more than
d) Key Managers
Compensation for Directors for technical-administrative functions and Key Managers includes fixed and variable compensation, retention plans, social security contribution, and, in some cases, accrued severance compensation. Compensation for Directors and Key Managers of Telecom Argentina for the years ended December 31, 2024, 2023 and 2022 amounted to $
Telecom Argentina has recorded fees of its Board of Directors’ members of $
The members and alternate members of the Board of Directors do not hold executive positions in the Company or Company’s subsidiaries.
NOTE 28 – BUSINESS ACQUISITION
The main acquisitions in 2024 are detailed below:
On September 14, 2024, the Company signed a share exchange and transfer agreement with 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 holds
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. For this transaction, the Company recognized a loss of $
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 US$
F-80
TELECOM ARGENTINA S.A.
Details of the purchase consideration, the estimated net assets acquired and the goodwill resulting from the exchange of interest:
(In current at the | (In current currency as | |||
Purchase consideration | | acquisition date) | | of September 30, 2025) |
Fair value of the interest in Ver TV |
| |
| |
Compensation receivable |
| ( |
| ( |
Compensation collect in cash |
| ( |
| ( |
Total |
| |
| |
The assets and liabilities in millions recognized as a result of the acquisition are as follows:
(In current at | (In current currency as | |||
| the acquisition date) | | of September 30, 2025) | |
Cash and cash equivalents |
| |
| |
Investment |
| |
| |
Trade receivables |
| |
| |
PP&E (1) |
| |
| |
Intangible asset (2) |
| |
| |
Trade payables |
| ( |
| |
Other assets / liabilities, net |
| ( |
| ( |
Net identifiable assets acquired |
| |
| |
Less: Fair value of previous interest in TSMA ( |
| ( |
| ( |
Add: goodwill |
| |
| |
Total |
| |
| |
| (1) | PP&E: For the determination of fair values, the following approaches were used: a) the market approach (comparative sales) for real estate and vehicles (fixed assets that have a second-hand market) and b) the cost approach (replacement cost new of the identified assets adjusted for physical deterioration, functional and economic obsolescence) for the rest of the fixed assets. |
| (2) | Correspond to the Customer relationship, for the determination of fair values, were used the income approach (discounted cash flow method). |
Revenue and profit contribution
The acquired business contributed revenues of $
2) Naperville and Saturn
On October 8, 2023, our subsidiary Televisión Dirigida entered into two call option agreements with the shareholder of Naperville and Saturn (companies incorporated in the state of Delaware, USA), for
Additionally, Televisión Dirigida entered into one call option agreement with the minority shareholders of Manda S.A for
The agreed prices amount to an aggregate of approximately US$
2.1) Exercise call option Naperville
On May 20, 2024, the subsidiary Televisión Dirigida partially exercised the call option to purchase
The transaction price amounted to US$
Additionally, on the same day, Televisión Dirigida also exercised the call option for US$
F-81
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
| (In current at | | (In current currency as | |
Purchase consideration |
| the acquisition date) |
| of September 30, 2025) |
Call option |
| |
| |
Cash Paid |
| |
| |
Total |
| |
| |
The assets and liabilities in millions recognized as a result of the acquisition are as follows:
| (In current at | | (In current currency as | |
the acquisition date) | of September 30, 2025) | |||
Cash and cash equivalents |
| |
| |
Investment |
| |
| |
Trade receivables |
| |
| |
PP&E (1) |
| |
| |
Intangible assets (2) |
| |
| |
Trade payables |
| ( |
| ( |
Other assets / liabilities, net |
| ( |
| ( |
Net identifiable assets acquired |
| |
| |
Less: non-controlling interests |
| ( |
| ( |
Add: goodwill |
| |
| |
Net assets acquired |
| |
| |
| (1) | PP&E: For the determination of fair values, were used the cost approach (replacement cost new of the identified assets adjusted for physical deterioration, functional and economic obsolescence). |
| (2) | Correspond to the Customer relationship, for the determination of fair values, the income approach (discounted cash flow method). |
Revenue and profit contribution
The acquired business contributed revenues of $
2.2) Transaction non-controlling interest
On July 17, 2024, Televisión Dirigida exercised the call option to purchase the remaining shares, accounting for
Also, on that same day, the Company exercised the call option to purchase
After these acquisitions, Televisión Dirigida holds
As of December 31, 2024, Televisión Dirigida paid
This operation represents a transaction between controlling and non-controlling shareholders in the consolidated financial statements. Therefore, the Company recorded a $
F-82
TELECOM ARGENTINA S.A.
NOTE 29 – SUBSEQUENT EVENTS
On February 24, 2025, the Company acquired
The total consideration involved in this transaction was US$
| ● | A Syndicated Loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank Ag, London Branch and Banco Santander, S.A. for an amount of US$ |
| ● | A Bilateral Loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U. for an amount of US$ |
These loans establish, among other provisions, the obligation to comply with the financial ratios i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s financial statements.
This transaction qualifies as a permitted acquisition under the original loan agreements mentioned in Note 13.c). As of the acquisition date, the Company has calculated and reported to banks the ratios EBITDA/Interest Net ratio and Net Debt/EBITDA ratio on an actual and pro forma basis according to the methodology established in such agreements for these transactions, complying with the established limits (less than
Certain disclosures such as the fair value of the identifiable net assets and the expected goodwill, among others, cannot be made given the proximity of the acquisition to the date of issuance of these Consolidated Financial Statements and, consequently, the Company has not completed the analysis required by IFRS 3.
The transaction was duly notified to the CNV and will be notified to the CNDC and ENACOM in order to submit the acquisition to the review of these Authorities.
Carlos Moltini | ||
Chairman of the Board of Directors |
F-83
RECAST OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
(In millions of Argentine pesos in current currency as of September 30, 2025, except per share data in Argentine pesos in current currency, or as expressly indicated)
You should read the following discussion in conjunction with the rest of the 2024 20-F, in particular, the sections “Presentation of Financial Information” and “Item 4 —Information on the Company” included therein, as well as the Recast Annual Consolidated Financial Statements, including the notes to those financial statements, which appear elsewhere in this Form 6-K. Our Recast Annual Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The following discussion and analysis are presented by the Management of our company and provide a view of our financial condition, operating performance and prospects from Management’s perspective. The strategies and expectations referred to in this discussion are considered forward-looking statements and may be strongly influenced or changed by shifts in market conditions, new initiatives that we implement and other factors. Since much of this discussion is forward-looking, you are urged to review carefully the factors referenced elsewhere in the 2024 20-F that may have a significant influence on the outcome of such forward-looking statements. We cannot provide assurance that the strategies and expectations referred to in this discussion will come to fruition. Forward-looking statements are based on current plans, estimates and projections, and therefore, you should not rely solely on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statements in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. We caution you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Please refer to “Trend Information” below and “Forward-Looking Statements” and “Item 3—Key Information—Risk Factors” in the 2024 20-F for descriptions of some of the factors relevant to this discussion and other forward-looking statements.
Management Overview
At Telecom, we operate with a global vision, integrating sustainability into every aspect of our business. We recognize the role of technology in addressing social and environmental demands, and this perspective continues to shape our strategic direction.
We continue to advance our business strategy by focusing on the digital transformation of society and strengthening our position as a tech company in the region. This is reflected in the ecosystem of digital products, services, and solutions we provide to individuals, households, businesses, institutions, and governments.
Our commitment to digitalization drives continuous innovation. We have adopted agile, collaborative, and efficient methodologies to enhance our operations and strengthen our workforce. More than 19,900 individuals drive our transformation; their talent and commitment fill us with immense pride.
This year, we extended beyond connectivity by enhancing our digital solutions in areas such as Fintech Services, cybersecurity, entertainment, IoT, and smarthome solutions, under our brands Personal, Flow, and Telecom, as well as Personal Pay, which has continued to establish its presence in the competitive digital wallet market.
We also launched OpenXpand, a digital platform designed to facilitate the adoption of Open Gateway in Latin America. This initiative reinforces our position as a regional technology leader, by offering scalable, secure, and fully digital solutions for operators and developers, consolidating our leadership and strengthening our value proposition.
We continue to strengthen Argentina’s first 5G network, with more than 260 sites across Argentina’s major cities, led by Personal 5G. This progress not only strengthens our connectivity infrastructure but also underscores our commitment to the digital development of the country and its future opportunities.
We continue to advance in sustainability initiatives, integrating digitalization into our ESG practices. Through free programs connecting education with technology, we promote digital inclusion and aim to expand access to digital tools to improve quality of life.
In line with our environmental commitments, we have defined a roadmap to achieve carbon neutrality by 2050. Energy efficiency, present in the use of technologies such as cloudification, virtualization, Gen AI and automation, and the increase in the use of renewable energies, are some of the practices we develop, in addition to advances in the circular economy and cleantech solutions.
One of the highlights of 2024 was the 30th anniversary of Telecom’s listing on the NYSE. As the only Argentine tech company with three decades of uninterrupted presence in this market, we reaffirm our financial strength and strategic vision, transitioning from a traditional telecommunications provider to a regional digital company.
Nonetheless, 2024 presented significant challenges, particularly in terms of financial sustainability. During the year, we issued Notes for US$1,007 million, including the issuance of Class 21 Notes for US$817 million, which allowed us to repay part of our bank loans, improving financing costs and terms. See “—Liquidity and Capital Resources—Sources and Uses of Funds.” This was made possible by the confidence of both domestic and international markets in our financial position and business strategy. Additionally, during 2024, we distributed non-cash dividends for an aggregate of P$115,725 million (P$ 144,962 million in current currency as of September 30, 2025).
We remain confident in Argentina’s potential economic recovery and emphasize the need for regulatory and tax incentives to promote investment in the ICT industry.
Our achievements would not be possible without the support of our customers, who choose us every day. We deeply thank them and renew our commitment to continue delivering high-quality services, products, and solutions that enhance their digital experience.
Consolidated revenues in 2024 amounted to P$5,046,460 million as compared to P$5,468,921 million in 2023 and P$ 6,030,998 million in 2022. The decrease of P$422,461 million in 2024 (a 7.7% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 117.8% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices. The decrease of P$562,077 million in 2023 (a 9.3% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 211.4% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.
Net income in 2024 amounted to P$1,260,213 million as compared to a net loss of P$663,161 million and a net loss of P$1,700,829 million in 2023 and 2022, respectively. Net income for 2024 increased by P$1,923,374 million as compared to 2023.
For a detailed analysis of our results of operations for fiscal year 2024, see “—Years ended December 31, 2024, 2023 and 2022” below. For a discussion of the factors that may affect our results of operations see “Item 3—Key Information—Risk Factors” and “—Years ended December 31, 2024, 2023 and 2022—Factors Affecting Results of Operations” and “—Trend Information” below.
Non-IFRS Accounting Standards Measures
The following discussion and analysis summarizes relevant measures of results of operations presenting items by nature. The Company believes that the presentation of the measures “Adjusted EBITDA”, “Operating Working Capital”, “Net Current Financial Liability” and “Working Capital” provide investors and financial analysts with appropriate information that is relevant to understanding the Company’s past and present performance and liquidity as well as our projections of future performance and liquidity. Moreover, Adjusted EBITDA is one of the key performance measures used by Management for monitoring the Company’s profitability and financial position, at consolidated levels. For more information on the use of Adjusted EBITDA and reconciliation of net income/(loss) to Adjusted EBITDA, see “—(A) Consolidated Results of Operations—Adjusted EBITDA.” Also, for more information on the use of Operating Working Capital, Net Current Financial Liability and Working Capital and reconciliation of these measures, see “—Liquidity and Capital Resources—Liquidity—Working Capital.”
Years ended December 31, 2024, 2023 and 2022
For purposes of these sections, the fiscal years ended December 31, 2024, 2023 and 2022 are referred to as “2024,” “2023” and “2022,” respectively.
Our results of operations are determined in accordance with IFRS Accounting Standards as issued by the IASB. Telecom provides customers with a broad range of telecommunication services. To fulfill its purpose, Telecom conducts different activities distributed among the companies in the Group. For further information about our main products and services, see “Item 4—The Business—Main Products and Services”.
Factors Affecting Results of Operations
Described below are certain factors that may be helpful in understanding our operating results. These factors are based on the information currently available to our Management and may not represent all the factors that are relevant to an understanding of our current or future results of operations. See also “Item 3—Key Information—Risk Factors”. Additional information regarding trends expected to influence our results of operations is analyzed below under “Trend Information”.
The Argentine Economy
Although a significant portion of our financial liabilities are denominated in foreign currencies, a substantial majority of our assets, operations and customers are located in Argentina. Accordingly, our financial condition, results of operations and cash flows depend to a significant extent on economic and political conditions prevailing in Argentina. The Argentine government has exercised and continues to exercise significant influence over many aspects of the Argentine economy. Accordingly, Argentine governmental actions concerning the economy could significantly affect private sector entities in general and our operations in particular, as well as affect market conditions, prices and returns on Argentine securities, including our outstanding securities and our shares. Our operating results, financial condition and cash flows have been and will be affected by fluctuations in the Argentine economy. For more information on these macroeconomic and political conditions, see “Item 3—Key Information—Risk Factors—Risks Relating to Argentina”.
During 2021, the economy started to recover and experienced a growth of approximately 10.3% as compared to 2020.
Since 2022, the global economy has tended to decelerate. With core inflation persisting in many advanced economies and easing in many emerging ones, central banks in the former maintained or even raised benchmark interest rates, while those in the latter began to reduce them, especially in Latin America. This impacted capital flows to emerging economies, which lost momentum.
Economic activity in Argentina contracted throughout 2024. The GDP decreased by 5.2% in the first quarter, 1.7% in the second quarter, and 2.1% in the third quarter of 2024, compared to the same quarters of previous years.
In 2024, public spending declined significantly compared to 2023. According to the latest GDP estimates, it was recorded a primary surplus of 1.8% of GDP and a financial surplus of 0.3% of GDP. This fiscal surplus resulted from measures implemented by the new administration to streamline public sector accounts, reduce monetary issuance, and lower inflation. As of December 31, 2024, the Argentine Peso depreciated by 27.7% against the U.S. dollar compared to December 31, 2023, while inflation reached 117.8%.
In 2024, the trade balance recorded a surplus of US$18,899 million. Argentina’s exports totaled US$79,721 million, reflecting a 19.4% increase, while imports amounted to US$60,822 million, representing a 17.5% decrease.
Regarding external debt, following the restructuring of Argentina’s foreign-currency denominated debt in 2020 (including foreign-law governed debt and bonds governed by Argentine law), the Argentine government reached an agreement with the IMF on a new program. On January 28, 2022, the IMF and the Argentine government reached an understanding on certain key policies as part of their ongoing discussions on an IMF-supported program. On March 4, 2022, the Argentine government reached a staff-level agreement with the IMF and a bill was sent to the Argentine Congress. During March 2022, the Senate approved the agreement between Argentina and the IMF. As of June 13, 2024, the IMF Executive Board and the Argentine authorities reached a staff-level agreement on the first to the eighth reviews under the extended fund facility arrangement. The decision of the Executive Board enables disbursements to support the significant efforts of the new Milei administration to restore macroeconomic stability. As of December 31, 2024, Argentina’s country risk stood at 635 points.
Effect of Inflation
Pursuant to IAS 29, the financial statements of entities whose functional currency is that of a hyperinflationary economy must be restated. IAS 29 does not prescribe when hyperinflation arises but includes several factors of hyperinflation. Since July 1, 2018, Argentina has been categorized as a hyperinflationary country, since certain macroeconomic indicators and events during 2018 evidenced that the qualitative and quantitative factors identified in IAS 29 (the quantitative factor being when the country’s projected three-year cumulative inflation rate exceeds 100%) were satisfied. Therefore, we have recast our Consolidated Financial Statements and the financial information in current Argentine Pesos as of September 30, 2025, for all the periods reported herein based on certain price indexes to consider the effect of inflation in Argentina. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios,” in the 2024 20-F, and Note 1.e) to our Recast Annual Consolidated Financial Statements.
The CPI index has registered an increase of 117.8%, 211.4% and 94.8% on a year-over-year comparison for 2024, 2023 and 2022, respectively and an increase of 22.0% for the nine-month period ended September 30, 2025. See Note 1.a) and e) to our Recast Annual Consolidated Financial Statements.
The financial information issued for comparative purposes must also be presented in the current currency as of December 31, 2024 and must be restated using the index of the current year and then recast in current currency as of September 30, 2025.
As a result of applying the comprehensive inflation restatement, the Company will record an increase in the value of non-monetary items, such as Fixed Assets with an impact on deferred taxes and an increase in the Company’s equity, including shareholders’ contributions.
Income Tax Inflation Adjustment
In accordance with the provisions of the regulations in force in the Income Tax Law, the Company applies the income tax inflation adjustment set out in Title VI of the income tax law since fiscal year 2019, as that is the year the variation of the required CPI was verified.
On December 1, 2022, Law No. 27,701 was enacted, which provided that taxpayers who determine a positive inflation adjustment in the first and second fiscal years beginning on January 1, 2022, may allocate one-third in that fiscal period and the remaining two-thirds in equal parts to the two immediately following fiscal periods. Said computation will proceed for those subjects who make investments in the purchase, construction, manufacture, elaboration or import of Fixed Assets (except automobiles) during each of the two immediate fiscal periods following the computation of the first third, for an amount greater than or equal to P$30 billion. As the Company has invested over P$30 billion per year in 2023 and 2024 and plans to continue doing so in 2025, it has determined the tax inflation adjustment as of December 31, 2022 and 2023 by imputation, as provided for in Law No. 27,701.
Additionally, the update of the cost of several assets in case of disposal and the update of computable depreciation of Fixed Assets, to all acquisitions or investments made in fiscal years beginning on January 1, 2018, based on changes in the CPI was generally established.
Accordingly, and pursuant to a comprehensive interpretation of applicable regulations, the Company recognized the corresponding accounting impact, that amounted to a loss of P$1,089,173 million as of December 31, 2024.
Effects of Fluctuations in Exchange Rates between the Argentine Peso and the U.S. dollar and other major foreign currencies
According to exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso depreciated by 27.7% against the U.S. dollar during the year ended December 31, 2024 (compared to 356.3% and 72.5% in the years ended December 31, 2023, and 2022, respectively).
Since September 2019, following the economic instability and the significant devaluation of the Argentine Peso that took place after the primary elections, foreign exchange controls and restrictions to the transfer of currency abroad were reinstated. The previous Fernández administration sought to prevent additional demand for foreign currency by maintaining and reinforcing exchange controls (i.e., the imposition of higher taxes on the acquisition of foreign currency, among others). In response to these measures, several parallel U.S. dollar trading markets developed in which the Argentine Peso-U.S. dollar exchange rate differ substantially from the official Argentine Peso-U.S. dollar exchange rate.
The Milei administration has stated its intention to implement policies aimed at modifying Argentina’s macroeconomic conditions. In this regard, the BCRA announced the transition to a new macroeconomic stability framework, establishing a 2% monthly sliding path of the official exchange rate (this rate was adjusted to 1% during 2025). Additionally, the Relevamiento de Expectativas de Mercado (“REM”), published by the BCRA on February 6, 2024, estimated an annual inflation of 227 % for the year 2024. However, the effective inflation rate for 2024 was 117.8%. According to the REM, inflation for 2025 is projected to be approximately 25%.
See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina.” and “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends”.
The majority of our revenues are in Pesos whereas a portion of the costs regarding materials and supplies related to the construction and maintenance of our networks and services are incurred in foreign currencies. Also, the high level of competition limited our ability to transfer to our customers the fluctuations in the exchange rates between the Peso and the U.S. dollar and other major foreign currencies. In addition, any devaluation of the Peso against foreign currencies may increase operating costs (partially offset by the increase of revenues in foreign currencies), capital expenditures and the cost of debt, which will adversely affect our results of operations, considering the net effect on revenues and costs. Additionally, any significant devaluation of the Peso will result in an increase in the cost of servicing our debt and, therefore, may have a material adverse effect on our results of operations. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends”.
The following tables show, for the periods indicated, certain information regarding the exchange rates for U.S. dollars, expressed in nominal Pesos per dollar (ask price published by Banco de la Nación Argentina). See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina”.
| Average (1) | | End of Period | |||
Year Ended December 31, 2022 | 130.87 | 177.16 | ||||
Year Ended December 31, 2023 |
| 295.29 |
| 808.45 | ||
Year Ended December 31, 2024 |
| 916.17 |
| 1,032.00 | ||
February 2025 (through February 24, 2025) |
| — |
| 1,061.00 | ||
(1) | Yearly data reflect average of month-end rates. |
Source: Banco de la Nación Argentina
Internal Growth
A monthly operational measure used in our services is ARPU, which we calculate by dividing adjusted total service revenues by the average number of customers during the period. 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. Certain components of service revenues are excluded from ARPU calculations presented in this Form 6-K. Management believes this measure is helpful in assessing the development of the customer base of our services.
The following table shows certain information regarding calculation of ARPU as of the dates specified:
| 2024 | | 2023 | | 2022 | |
Number of fixed telephony services lines (millions) (1) |
| 2.7 |
| 3.2 |
| 3.2 |
Number IP fixed telephony services lines (millions) |
| 1.9 |
| 1.5 |
| 1.1 |
ARPU in Argentina (in P$/month) (national + international) (2) |
| 11,042.1 |
| 11,168.7 |
| 11,940.3 |
Internet access (millions) |
| 4.3 |
| 4.4 |
| 4.4 |
Argentina’s customers (millions) |
| 4.0 |
| 4.1 |
| 4.1 |
Núcleo’s customers (millions) |
| 0.3 |
| 0.3 |
| 0.3 |
ARPU Internet in Argentina (in P$/month) (2) |
| 24,903.7 |
| 23,031.6 |
| 25,246.1 |
Mobile telephony services lines (millions) |
| 24.2 |
| 23.3 |
| 22.4 |
Argentina’s customers (millions) |
| 21.6 |
| 21.0 |
| 20.2 |
ARPU Mobile in Argentina (in P$/month) (2) |
| 7,269.2 |
| 8,117.0 |
| 9,119.5 |
MBOU Mobile in Argentina (in Mb per user/month) |
| 6,557.9 |
| 5,754.7 |
| 5,185.2 |
Núcleo’s customers (millions) |
| 2.6 |
| 2.3 |
| 2.2 |
ARPU Núcleo’s (in P$/month) (3) |
| 6,042.2 |
| 7,105.0 |
| 7,388.3 |
MBOU Núcleo (in Mb per user/month) |
| 8,236.0 |
| 8,788.6 |
| 8,763.8 |
Cable TV customers (million) |
| 3.4 |
| 3.4 |
| 3.5 |
Argentina’s customers (millions) |
| 3.2 |
| 3.1 |
| 3.3 |
Núcleo’s customers (millions) |
| 0.1 |
| 0.2 |
| 0.1 |
Uruguay’s customers (millions) |
| 0.1 |
| 0.1 |
| 0.1 |
ARPU Cable TV in Argentina (in P$/month) (2) |
| 16,821.9 |
| 22,818.0 |
| 24,869.7 |
Fintech Services users (million) |
| 4.6 |
| 2.0 |
| — |
Argentina’s users (millions) |
| 3.6 |
| 2.0 |
| — |
Paraguay’s users (millions) |
| 1.0 |
| — |
| — |
| (1) | Includes lines customers own usage, public telephony, Integrated Services Digital Network (“ISDN”) channels and Fibertel IP lines. |
| (2) | Includes restatement in current currency as of September 30, 2025, for further information please see “—Years ended December 31, 2024, 2023 and 2022-Consolidated Results of Operations below” |
| (3) | Includes P$2,098.8, P$5,752.8 and P$6,767.8 related to the restatement in current currency as of September 30, 2025, for the years ended December 31, 2024, 2023 and 2022, respectively. |
Price of services
The LAD established that licensees of ICT services may freely set their prices provided such prices are fair and reasonable, to offset the costs of operation and to tend to the efficient supply and reasonable margin of operation. However, ENACOM is entitled to observe the prices we set if it understands that they do not comply with the provisions of Section 48 of the LAD. If prices were observed and we are forced to reduce them, our operating margins may be negatively affected.
On August 22, 2020, the PEN issued Decree No. 690/20, which amended the LAD. Decree No. 690/20 declared as “Essential Public Services and of Strategic Competition” the ICT services (which include fixed and mobile telephony, cable television and internet services) and the access to telecommunication networks for and between licensees, and empowered ENACOM to guarantee their accessibility.
In this context, the Company requested a precautionary measure to suspend the application of the aforementioned ENACOM regulations and Decree No. 690/20 which was in force during 2022, 2023 and 2024, until Decree No. 690/20 was considered unconstitutional and nullified during October 2024.
For more information on Decree No. 690/20 and its regulating resolutions, see “Item 4—Regulatory Authorities and Framework—Decree No. 690/20 - Amendment to the LAD - Controversy”.
The impact of the service price adjustments on our results of operations is particularly relevant as a result of inflationary pressures on our cost structure. If we are unable to adjust the prices of the services we provide based on inflation rates, our results of operations will be adversely affected.
Competition
The fixed and mobile telephony, cable television and internet businesses are competitive. We need to make significant investments to refurbish and maintain our existing network infrastructure to comply with regulatory obligations and remain competitive with respect to the quality of our services. For more information, see “Item 4—The Business—Main Products and Services”.
Technology Developments and Capital Expenditures
Improvements in technology influence our customers’ demand for services and equipment. For example, demand for fixed-line telecommunications services has been affected by continued significant growth in the mobile business. Growth in the telephony as well as cable television services businesses at present is being affected by the expansion of Broadband for individuals and corporations and our continuous updating of commercial and support systems. The increase in Broadband adoption has also proven to be a critical factor in facilitating the offering of Value Added Services to customers and the combination of products made available to customers.
In internet services, we must constantly upgrade our access to technology and software, embrace emerging transmission technologies and improve the responsiveness, functionality, coverage and features of our services.
In the mobile business, to provide customers with new and better services, Telecom must enhance its mobile networks extending 4G/4G+ technology and bandwidth for mobile data transmission. Moreover, Telecom is developing an LTE infrastructure expeditiously, in response to regulatory requirements and development in the market for mobile services. For more information regarding our LTE infrastructure developments, please see “Item 4—The Business—Mobile Telecommunications Services—Network and Equipment” and “Liquidity and Capital Resources—Capital Expenditures”. We are continuing with the deployment and expansion of 5G technology that will allow us to expand our product portfolio and meet market demands in the future.
In addition, as new technologies develop, equipment may need to be replaced or upgraded, and network facilities (in particular, mobile and internet network facilities) may need to be rebuilt in whole or in part, at substantial cost, to remain competitive. These enhancements and the implementation of new technologies will continue requiring increased capital expenditures. See “Item 4—Information on the Company—Capital Expenditures” and “Liquidity and Capital Resources—Capital Expenditures”.
Tax pressures and litigation
Local municipalities in the regions where we operate have introduced regulations and proposed various taxes and fees for the installation of infrastructure, equipment and expansion of fixed-line and mobile networks. Local and federal tax authorities have brought an increasing number of claims against us. We disagree with these proceedings and are generally contesting them. Also, jurisprudential changes in labor and pension matters have generated higher claims from employees and former employees and increased claims from employees of a contractor or subcontractor alleging joint liability. We cannot assure you that current laws and regulations applicable to the economy generally or specifically to the telecommunications industry will not become more burdensome, that the claims will be resolved in our favor, or that any changes to the existing laws and regulations will not adversely affect our business, financial condition, results of operations and cash flows as well.
(A) | Consolidated Results of Operations |
For 2024, we reported a net income of P$1,260,213 million, compared to a net loss of P$663,161 million in 2023 and a net loss of P$1,700,829 million in 2022. Net income for 2024 increased by P$1,923,374 million compared to 2023, while the net loss for 2023 decreased by P$1,037,668 million compared to 2022.
Consolidated revenues in 2024 amounted to P$5,046,460 million as compared to P$5,468,921 million in 2023. The decrease of P$422,461 million in 2024 (a 7.7% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 117.8% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices. The decrease of P$562,077 million in 2023 (a 9.3% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 211.4% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.
In 2024, operating costs (including depreciation, amortization and impairment of Fixed Assets) amounted to P$5,225,100 million, representing a decrease of P$575,992 million, or 9.9% as compared to 2023. The decrease in operating costs in 2024 was mainly due to lower Depreciation, amortization and impairment of Fixed Assets costs. In 2023, operating costs (including depreciation, amortization and impairment of Fixed Assets) amounted to P$5,801,092 million, representing a decrease of P$2,669,337 million, or 31.5% as compared to 2022. The decrease in operating costs in 2023 was mainly due to the Goodwill impairment recognized during the year 2022 of P$2,017,803 million. For additional information regarding the impairment of Goodwill, see Note 3.u.1) to our Recast Annual Consolidated Financial Statements.
Telecom carries out its activities in Argentina and abroad (Paraguay, Uruguay, the United States and Chile). These operations are not analyzed as a separate segment by the Executive Committee and the CEO, who analyze the consolidated information from Telecom Argentina and its ICT services subsidiaries (in currency of the transaction’s dates) treating all operations as a single segment. Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services in Argentina” segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments”.
Since operations of Fintech Services and abroad are not material, the explanations set forth below reflect mainly developments and information attributable to our ICT services in Argentina.
(A.1) 2024 Compared to 2023
| Year ended | | | | | |||
December 31, | ||||||||
2024 | | 2023 | Total Change | |||||
| (P$ million) | % | (P$ million) | |||||
Revenues |
| 5,046,460 |
| 5,468,921 |
| (7.7) |
| (422,461) |
Operating costs (without depreciation, amortization and impairment of Fixed Assets) |
| (3,625,706) |
| (3,930,060) |
| (7.7) |
| 304,354 |
Depreciation, amortization and impairment of Fixed Assets |
| (1,599,394) |
| (1,871,032) |
| (14.5) |
| 271,638 |
Operating loss |
| (178,640) |
| (332,171) |
| (46.2) |
| 153,531 |
Losses from associates and joint ventures |
| (13,994) |
| (5,014) |
| n/a |
| (8,980) |
Financial results from borrowings |
| 1,775,302 |
| (1,684,704) |
| n/a |
| 3,460,006 |
Other financial results, net |
| 176,574 |
| 460,325 |
| (61.6) |
| (283,751) |
Income tax (loss) benefit |
| (499,029) |
| 898,403 |
| n/a |
| (1,397,432) |
Net income (loss) |
| 1,260,213 |
| (663,161) |
| n/a |
| 1,923,374 |
Net income (loss) attributable to: |
| |
| |
| |
| |
Telecom Argentina (Controlling Company) |
| 1,234,786 |
| (684,523) |
| n/a |
| 1,919,309 |
Non-controlling interest |
| 25,427 |
| 21,362 |
| 19.0 |
| 4,065 |
Adjusted EBITDA(1) |
| 1,420,754 |
| 1,538,861 |
| (7.7) |
| (118,107) |
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. For further information on the use of Adjusted EBITDA, see “—(A) Consolidated Results of Operations—Adjusted EBITDA.” |
In 2024, net income amounted to P$1,260,213 million, representing 25% of consolidated revenues. The increase in net income in 2024 compared to 2023 was mainly due to an increase in positive financial results of P$3,176,255 million, partially offset by an increase in income tax loss of P$ 1,397,432 million.
In 2024, Adjusted EBITDA totaled P$1,420,754 million, representing 28.2% of consolidated revenues. The decrease in 2024 compared to 2023 was mainly due to a decrease in consolidated revenues of P$422,461 million, partially offset by the decrease in operating cost (without depreciation, amortization and impairment of Fixed Assets) of P$304,354 million.
Revenues
| Year ended | | | | | |||
December 31, | ||||||||
| 2024 | | 2023 | | Total Change | |||
| (P$ million) | % | (P$ million) | |||||
Mobile Services |
| 2,048,217 |
| 2,203,269 |
| (7.0) |
| (155,052) |
Internet Services |
| 1,289,199 |
| 1,194,934 |
| 7.9 |
| 94,265 |
Cable Television Services |
| 731,959 |
| 965,094 |
| (24.2) |
| (233,135) |
Fixed and Data Services |
| 611,301 |
| 648,082 |
| (5.7) |
| (36,781) |
Other services revenues |
| 56,554 |
| 50,729 |
| 11.5 |
| 5,825 |
Services Revenues |
| 4,737,230 |
| 5,062,108 |
| (6.4) |
| (324,878) |
Equipment revenues |
| 309,230 |
| 406,813 |
| (24.0) |
| (97,583) |
Revenues |
| 5,046,460 |
| 5,468,921 |
| (7.7) |
| (422,461) |
During 2024, total consolidated revenues decreased by 7.7%, amounting to P$5,046,460 million compared to P$5,468,921 million in 2023.
Despite increased demand for services, consolidated revenues decreased mainly due to the 117.8% inflation rate over the past twelve months, as the Company and other competitors in the ICT industry did not transfer the totality of this inflation to its prices.
Services revenues amounted to P$4,737,230 million in 2024, decreasing 6.4% as compared to P$5,062,108 million in 2023 and represented 93.9% of consolidated revenues. Equipment revenues amounted to P$309,230 million in 2024 as compared to P$406,813 million in 2023 and represented 6.1% of consolidated revenues.
The effect generated by the restatement in current currency as of September 30, 2025, increased consolidated revenues by P$ 1,632,741 million and P$ 4,339,091 million in 2024 and 2023, respectively.
Consolidated revenues for 2024 and 2023 are comprised as follows:
Mobile Services
Mobile services revenues in 2024 amounted to P$2,048,217 million (a decrease of P$155,052million or 7.0% as compared to 2023), being the principal contributor to our total services revenues for 2024 (43.2% of consolidated services revenues in 2024 as compared to 43.5% in 2023). Mobile internet services revenues represented 95% of the mobile services revenues as of December 31, 2024 and 2023.
The effect generated by the restatement in current currency as of September 30, 2025, included in Mobile services revenues amounted to P$662,505 million and P$1,748,648 million in 2024 and 2023, respectively.
Mobile services revenues in Argentina amounted to P$1,871,732 million (a decrease of P$154,892 million as compared to 2023). This decrease was mainly due to a 10.4% decrease in the ARPU, partially offset by a 3.0% increase in the number of customers.
Personal’s ARPU amounted to P$ 7,269.2 as of December 31, 2024 (compared to P$ 8,117.0 as of December 31, 2023). This decrease was mainly explained by the fact that, as a consequence of the 117.8% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2025 included in ARPU amounted to P$2,335.2 and P$6,443.3 as of December 31, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition in the market and an increase in customers of prepaid services of 4.2% (which have a lower ARPU than postpaid customers).
Personal’s mobile customers amounted to 21.6 million and 21.0 million as of December 31, 2024, and 2023, respectively. Out of the total mobile customers as of December 31, 2024, 62% were prepaid customers and 38% were postpaid customers, whereas as of December 31, 2023, 61% were prepaid customers and 39% were postpaid customers. During 2024, we observed a change in customer behavior, resulting in an increase of 4.2% in prepaid services customers and 0.9% in the postpaid services customers. Additionally, the average churn rate per month amounted to 1.4% in 2024 (compared to a 1.8% average in 2023).
ARPU of Mobile Services in Argentina
A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental, reconnection fees revenues and others—(divided by 12 months) by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Personal’s ARPU calculations presented in this Form 6-K. Management believes this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2024 and 2023:
| Year ended | | Year ended | |||
December 31, 2024 | December 31, 2023 | |||||
| (P$ million) | |||||
Total Mobile service revenues | 1,871,732 |
| 2,026,624 | |||
Components of service revenues not included in the ARPU calculation: out collect wholesale roaming, cell sites rental, reconnection fees revenues and others | (15,316) | (16,754) | ||||
Adjusted total service revenues included in the ARPU calculation | 1,856,416 | 2,009,870 | ||||
Average number of customers during the year (millions) | 21.3 | 20.6 | ||||
Mobile services revenues generated in Paraguay amounted to P$176,485 million in 2024 (compared to P$176,645 million in 2023, representing a 0.1% decrease). This variation was mainly due to the decrease in Núcleo’s ARPU of 15.0%, partially offset by an increase of a 10.6% in the customer base.
Núcleo’s ARPU amounted to P$6,042.2 as of December 31, 2024 (compared to P$7,105.0 as of December 31, 2023). The decrease in ARPU was mainly due to the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition.
Núcleo’s customer amounted to 2.6 million and 2.3 million as of December 31, 2024, and 2023, respectively. Out of the total mobile customers as of December 31, 2023, 73% were prepaid customers and 27% were postpaid customers, whereas as of December 31, 2023, 76% were prepaid customers, and 24% were postpaid customers. Additionally, the average churn rate per month amounted to 2.7% and 2.9% in 2024 and 2023, respectively.
Internet Services
Internet services revenues amounted to P$1,289,199 million in 2024 (equivalent to 27.2% of total consolidated services revenues), increasing P$94,265 million or 7.9% as compared to P$1,194,934 million in 2023. The effect generated by the restatement in current currency as of September 30, 2025, included in internet services revenues amounted to P$414,690 million and P$945,432 million in 2024 and 2023, respectively.
The increase in internet services revenues in 2024 was mainly due to the increase in the Broadband Internet access ARPU of 8.1%.
The ARPU reached P$24,903.7 in 2024 as compared to P$23,031.6 in 2023. This increase in ARPU is mainly explained by the fact we granted less discounts to customers in these services. The effect generated by the restatement in current currency as of September 30, 2025, included in ARPU amounted to P$ 7,977.5 and P$ 18,204.1 as of December 31, 2024 and 2023, respectively.
The customer base remained stable, which was a product of the Company’s efforts to maintain the customer base, considering the intense competition. Additionally, the churn rate per month amounted to 1.8% in 2024 and 2023.
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 12 months) by the average number of customers during the period. 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. Certain components of service revenues are excluded from Internet’s ARPU calculations presented in this Form 6-K. Management believes 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 2024 and 2023:
Year ended |
| Year ended | ||||
December 31, 2024 | | December 31, 2023 | ||||
| (P$ million) | |||||
Total Internet service revenues | 1,215,431 |
| 1,130,045 | |||
Components of service revenues not included in the ARPU calculation | — | — | ||||
Adjusted total service revenues included in the ARPU calculation | 1,215,431 | 1,130,045 | ||||
Average number of customers during the year (millions) | 4.0 | 4.1 | ||||
Cable Television Services
Cable television service revenues amounted to P$731,959 million in 2024 (equivalent to 15.5% of total consolidated services revenues), decreasing P$233,135 million or 24.2% as compared to revenues in 2023. The effect generated by the restatement in current currency as of September 30, 2025, included in cable television services revenues amounted to P$ 236,636million and P$ 769,160 million in 2024 and 2023, respectively.
The decrease in cable television service revenues in 2024 was mainly due to the decrease in ARPU, a 26.3% decrease compared to 2023, partially offset by a 1.9% increase in the customer base compared to 2023.
The ARPU amounted to P$16,821.9 as of December 31, 2024, compared to an ARPU of P$22,818.0 as of December 31, 2023. The decreased is mainly explained since inflation during 2024 amounted to 117.8%, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2025 included in ARPU amounts to P$5,423.4 and P$ 18,201.5as of December 31, 2024 and 2023, respectively). Additionally, greater commercial discounts have been applied as part of the customer retention strategy.
As of December 31, 2024, the customer base in Argentina amounted to 3.2 million customers, increasing a 2.0% compared to 2023, leveraged by Flow Full and Flow Flex products, where from the third quarter of 2024, Flow Flex, began to be marketed as main product. Out of the total customers as of December 31, 2024, 1.5 million were Flow’s customer base and 1.1 million were Premium Package’s customer base, whereas as of December 31, 2023, 1.4 million were Flow’s customer base and 1.2 were Premium Package’s customer base. Additionally, the average churn rate per month amounted to 2.1% and 1.8% in 2024 and 2023, respectively.
ARPU of Cable Television Services of Telecom 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 12 months) by the average number of customers during the period. 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. Certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this Form 6-K. Management believes 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 2024 and 2023:
| Year ended | | Year ended | |
December 31, 2024 | December 31, 2023 | |||
(P$ million) | ||||
Total Cable television service revenues | 636,078 |
| 868,111 | |
Components of service revenues not included in the ARPU calculation: connection and reconnection fees and others | (696) |
| (2,352) | |
Adjusted total service revenues included in the ARPU calculation | 635,382 |
| 865,759 | |
Average number of customers during the year (millions) | 3.2 |
| 3.1 | |
Fixed and Data Services
Revenues generated by fixed and data services amounted to P$611,301 million in 2024 (representing 12.9% of our total consolidated services revenues) decreasing P$36,781 million or 5.7% as compared to P$648,082 million in 2023. The effect generated by the restatement in current currency as of September 30, 2025, included in fixed and data services revenues amounted to P$204,464 million and P$513,019 million in 2024 and 2023, respectively.
The decrease in fixed and data services in 2024 was mainly due to a decrease in ARPU, decreasing 1.1% as compared to 2023, and a decrease in the customer base of 7.6% compared to 2023, partially offset by the appreciation of data service subscriptions that are agreed in U.S. dollars.
The ARPU of fixed telephony services in Argentina decreased to P$11,042.1 in 2024 from P$11,168.7 in 2023. This decrease is mainly explained because, as a consequence of the 117.8% inflation in Argentina during 2024 the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2025 included in ARPU amounts to P$7,977.5 and P$9,043.2 as of December 31, 2024 and 2023, respectively).
The customer base of fixed telephony services amounted to 2.7 million (of which 1.9 million are IP fixed telephony service base) in 2024, compared to 2.9 million in 2023. The customer base decreased mainly due to changes in the consumption behavior of customers.
Other services revenues
Other services revenues generated by other services amounted to P$56,554 million in 2024, increasing P$5,825 million or 11.5% compared to 2023. The effect generated by the restatement in current currency as of September 30, 2025, included in other services revenues amounted to P$17,565 million and P$39,860 million in 2024 and 2023, 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 2024 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 3.6 million and 2.0 million in 2024 and 2023, respectively.
Equipment
Equipment revenues amounted to P$309,230 million in 2024 (representing 6.1% of our total consolidated revenues) decreasing P$97,583 million or 24.0% as compared to 2023.
The effect generated by the restatement in current currency as of September 30, 2025, included in equipment revenues amounted to P$96,881 million and P$322,972 million in 2024 and 2023, respectively.
The decrease was mainly due to a lower number of handsets sold compared to 2023 (14%).
Operating costs (without depreciation, amortization and impairment of Fixed Assets)
Year ended December 31, | | | ||||||||||
| 2024 | | 2023 | | Total Change | |||||||
| (P$ million) | % | | (P$ million) | ||||||||
Employee benefit expenses and severance payments | (1,248,633) |
| (1,366,399) |
| (8.6) |
| 117,766 | |||||
Interconnection and transmission costs | (144,560) |
| (161,465) |
| (10.5) |
| 16,905 | |||||
Fees for services, maintenance, materials and supplies | (671,370) |
| (687,145) |
| (2.3) |
| 15,775 | |||||
Taxes and fees with the Regulatory Authority | (397,148) |
| (420,146) |
| (5.5) |
| 22,998 | |||||
Commissions and advertising | (283,237) |
| (320,316) |
| (11.6) |
| 37,079 | |||||
Cost of equipment | (240,333) |
| (295,020) |
| (18.5) |
| 54,687 | |||||
Programming and content costs | (291,518) |
| (308,550) |
| (5.5) |
| 17,032 | |||||
Bad debt expenses | (103,936) |
| (118,595) |
| (12.4) |
| 14,659 | |||||
Other operating expenses | (244,971) |
| (252,424) |
| (3.0) |
| 7,453 | |||||
Total operating costs (without depreciation, amortization and impairment of Fixed Assets) | (3,625,706) |
| (3,930,060) | (7.7) |
| 304,354 | ||||||
Total operating costs (without depreciation, amortization and impairment of Fixed Assets) decreased P$304,354 million or 7.7% in 2024, amounting to P$3,625,706 million, as compared to 2023.
Despite being in a context in which year-on-year inflation was 117.8%, the Company has managed to make its operating costs more efficient and achieve a reduction.
The effect generated by the restatement in current currency as of September 30, 2025, included in operating costs (without depreciation, amortization and impairment of Fixed Assets) amounted to P$1,226,184 million and P$3,128,579 million in 2024 and 2023, respectively.
Employee benefit expenses and severance payments
Employee benefit expenses and severance payments decreased P$117,766 million to P$1,248,633 million in 2024 as compared to P$1,366,399 million in 2023. The decrease was mainly due to a reduction in headcount of 6.0%, amounting to 19,987 employees as of December 31, 2024, and, partially offset by increases in salaries agreed by the Company with several trade unions for unionized employees, and for non-unionized employees, together with related social security charges and an increase in severance payments.
The effect generated by the restatement in current currency as of September 30, 2025, included in Employee benefit expenses and severance payments amounted to P$400,208 million and P$1,077,519 million in 2024 and 2023, respectively.
Interconnection and transmission costs
Interconnection and transmission costs (including charges for Roaming and cost of international outbound calls and lease of circuits) decreased P$16,905 million or 10.5%, amounting to P$144,560 million in 2024 as compared to P$161,465 million in 2023, respectively. The decrease was mainly due to new dynamics of the business that imply an optimization of links and sites and partially offset by increases in the foreign exchange rate in relation to fixed services denominated in U.S. dollars.
The effect generated by the restatement in current currency as of September 30, 2025, included in Interconnection and transmission costs amounted to P$50,006 million and P$127,576 million in 2024 and 2023, respectively.
Fees for services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies decreased P$15,775 million or 2.3%, amounting to P$671,370 million in 2024 as compared to P$687,145 million in 2023. The variation is mainly explained by the efficiency and management of resources through which fees for services decreased by P$35,605 million compared to 2023 partially offset by higher costs of maintenance and materials for P$18,865 million compared to 2023.
The effect generated by the restatement in current currency as of September 30, 2025, included in Fees for services, maintenance, materials and supplies amounted to P$246,770 million and P$546,937 million in 2024 and 2023, respectively.
Taxes and fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, decreased P$22,998 million or 5.5%, amounting to P$397,148 million in 2024 as compared to P$420,146 million in 2023. The decrease was mainly due to the decrease in sales in 2024. Taxes and fees with the Regulatory Authority represent a 7.9% and 7.7% of total revenues in 2024 and 2023, respectively.
The effect generated by the restatement in current currency as of September 30, 2025, included in Taxes and fees with the Regulatory Authority amounted to P$127,698 million and P$333,587 million in 2024 and 2023, respectively.
Commissions and advertising
Commissions and advertising decreased P$37,079 million or 11.6%, amounting to P$283,237 million in 2024, as compared to P$320,316 million in 2023. The decrease is mainly due to lower charges for agent commissions and collection commissions partially offset by advertising costs related to Flow and Personal Play campaigns.
The effect generated by the restatement in current currency as of September 30, 2025, included in Commissions and advertising amounted to P$89,517 million and P$255,097 million in 2024 and 2023, respectively.
Cost of equipment
Cost of equipment decreased P$54,687 million or 18.5%, amounting to P$240,333 million in 2024 as compared to P$295,020 million in 2023. The variation is mainly due to a decrease in handsets sold of 14%.
The effect generated by the restatement in current currency as of September 30, 2025, included in Cost of equipment amounted to P$103,217 million and P$243,476 million in 2024 and 2023, respectively.
Programming and content costs
Programming and content costs decreased by P$17,032 million or 5.5%, amounting to P$291,518 million in 2024 as compared to P$308,550 million in 2023. 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, 2025, included in Programming and content costs amounted to P$93,526 million and P$244,701 million in 2024 and 2023, respectively.
Bad debt expenses
Bad debt expenses decreased P$14,659 million, amounting to P$103,936 million in 2024, representing 2.1% and 2.2% of the revenues in 2024 and 2023, respectively. The decrease is mainly due to continuing credit recovery actions.
The effect generated by the restatement in current currency as of September 30, 2025, included in Bad debt expenses amounted to P$34,562 million and P$95,432 million in 2024 and 2023, 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) decreased P$7,453 million to P$244,971 million in 2024 as compared to P$252,424 million in 2023. The decrease is mainly due to lower charges in legal claims and contingent liabilities and postage, freight and travel expenses, partially offset by higher costs of energy, insurances and rentals.
The effect generated by the restatement in current currency as of September 30, 2025, included in Other operating expenses amounts to P$80,680 million and P$204,254 million in 2024 and 2023, respectively.
Adjusted EBITDA
An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standards 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net income (loss), less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of PP&E and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The following table shows the reconciliation of Net income (loss) to Adjusted EBITDA:
| Year ended | | | | | |||
December 31, | ||||||||
2024 | | 2023 | | Total Change | ||||
(P$ million) | % | | (P$ million) | |||||
Net income (loss) |
| 1,260,213 |
| (663,161) |
| n/a |
| 1,923,374 |
Income tax loss (benefit) |
| 499,029 |
| (898,403) |
| n/a |
| 1,397,432 |
Other financial results, net |
| (176,574) |
| (460,325) |
| (61.6) |
| 283,751 |
Financial results from borrowings |
| (1,775,302) |
| 1,684,704 |
| n/a |
| (3,460,006) |
Losses from associates and joint ventures |
| 13,994 |
| 5,014 |
| n/a |
| 8,980 |
Operating loss |
| (178,640) |
| (332,171) |
| (46.2) |
| 153,531 |
Depreciation, amortization and impairment of Fixed Assets |
| 1,599,394 |
| 1,871,032 |
| (14.5) |
| (271,638) |
Adjusted EBITDA |
| 1,420,754 |
| 1,538,861 |
| (7.7) |
| (118,107) |
Our consolidated Adjusted EBITDA amounted to P$1,420,754 million in 2024, representing a decrease of P$118,107 million or 7.7% as compared to P$1,538,861 million in 2023. Adjusted EBITDA represented 28.2% and 28.1% of our total consolidated revenues in 2024 and 2023, respectively.
Depreciation, Amortization and Impairment of Fixed Assets
Depreciation, amortization and impairment of Fixed Assets decreased P$271,638 million, amounting to P$1,599,394 million in 2024 as compared to P$1,871,032 million in 2023.
The variation is due to the effect of those assets that ended their useful life after December 31, 2023, partially offset by the impact of the amortization of the capital expenditures subsequent to that same date, which, in turn, decreased compared to last year.
The effect generated by the restatement in current currency as of September 30, 2025, included in Depreciation, amortization and impairment of Fixed Assets amounted to P$1,373,654 million and P$1,772,736 million in 2024 and 2023, respectively.
Operating loss
In 2024, our consolidated operating loss amounted to P$178,640 million, representing a decrease of P$153,531 million as compared to 2023. Operating loss represented (3.5)% and (6.1)% of consolidated revenues in 2024 and 2023, respectively.
| Year ended December 31, | | % of Change | |||
| 2024 | | 2023 | | 2024-2022 | |
Increase/ | ||||||
(P$ million / %) | (Decrease) | |||||
Adjusted EBITDA (1) |
| 1,420,754 |
| 1,538,861 |
| (7.7) |
As % of revenues |
| 28.2 |
| 28.1 |
| |
Depreciation, amortization and impairment of Fixed Assets |
| (1,599,394) |
| (1,871,032) |
| (14.5) |
As % of revenues |
| (31.7) |
| (34.2) |
| |
Operating loss |
| (178,640) |
| (332,171) |
| (46.2) |
As % of revenues |
| (3.5) |
| (6.1) |
| |
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. For further information on the use of Adjusted EBITDA, see “—(A) Consolidated Results of Operations—Adjusted EBITDA.” |
Financial Results, Net
| Year ended December 31, | | Total change | |||||
2024 | 2023 | $ | % | |||||
Interests on borrowings |
| (161,173) |
| (155,316) | (5,857) | 3.8 | ||
Remeasurement in borrowings |
| (125,293) |
| 132,257 | (257,550) | n/a | ||
Foreign currency exchange gains (losses) on borrowings |
| 2,058,562 |
| (1,659,523) | 3,718,085 | n/a | ||
Borrowings renegotiation results and repurchase Notes |
| 3,206 |
| (2,122) | 5,328 | n/a | ||
Total financial results from borrowings |
| 1,775,302 |
| (1,684,704) | 3,460,006 | n/a | ||
Other foreign currency exchange gains (losses) |
| 228,856 |
| (158,789) | 387,645 | n/a | ||
Fair value gains / (losses) on financial assets at fair value through profit or loss |
| (55,373) |
| 170,840 | (226,213) | n/a | ||
Other interests, net |
| 29,635 |
| 40,982 | (11,347) | (27.7) | ||
RECPAM |
| 157,621 |
| 498,845 | (341,224) | (68.4) | ||
Other |
| (184,165) |
| (91,553) | (92,612) | n/a | ||
Total other financial results, net |
| 176,574 |
| 460,325 | (283,751) | (61.6) | ||
Total financial results, net |
| 1,951,876 |
| (1,224,379) | 3,176,255 | n/a | ||
We incurred financial gains, net of P$1,951,876 million in 2024, as compared to financial loss, net of P$1,224,379 million in 2023. Financial Results, net in 2024 mainly include gain generated by (i) foreign exchange differences measured in real terms of P$2,287,418 million as a result of the U.S. dollar appreciating 27.7% against the Argentine Peso compared to a 117.8% inflation (compared to a loss of P$1,818,312 million in 2023 and 356.3% devaluation of the Argentine Peso against the U.S. dollar compared to a 211.4% inflation in 2023) and (ii) the effect generated by the restatement in current currency, which amounted to a gain of P$157,621 million (compared to P$498,845 million in 2023). These gains were partially offset by losses generated by (i) interest on borrowings measured in real terms of P$161,173 million (compared to P$155,316 million in 2023), (ii) remeasurement in borrowings of P$125,293 million (compared to a gain of P$132,257 million in 2023), (iii) other financial results of P$151,324 million (compared to P$52,693 million in 2023), and (iv) fair value losses on financial assets at fair value through profit or loss of P$55,373 million (compared to a gain of P$170,840 million in 2023). Other financial results include the effect of PAIS tax of P$69,670 million in 2024.
Income Tax
The Company’s income tax charge includes the following effects: (i) the current tax payable for the year pursuant to tax legislation applicable to each of Telecom Argentina and its subsidiaries; (ii) the effect of applying the deferred tax method on temporary differences arising out of the asset and liability valuation according to tax versus financial accounting criteria and; (iii) the effects of the income tax inflation adjustment.
Income tax amounted to a loss of P$499,029 million in 2024 as compared to a gain of P$898,403 million in 2023. It includes mainly the following effects: (i) regarding current tax expenses, Telecom’s generated tax loss in fiscal year 2024 amounting to P$13,299 million and tax loss in fiscal year 2023 amounting to P$7,700 million, and (ii) regarding the deferred tax, in 2024 Telecom recorded a deferred tax loss of P$485,730 million compared to a deferred tax gain of P$906,103 million in 2023.
For more information on income tax, see Notes 3 and 15 to our Recast Annual Consolidated Financial Statements.
Net income (loss)
Telecom Argentina recorded a net income of P$1,260,213 million in 2024 as compared to a net loss of P$663,161 million for 2023 and represents 25% of consolidated revenues as compared to (12.1)% in 2023. The increase in the net income was mainly due to the income before income tax of P$1,759,242 million, partially offset by the income tax loss amounting to P$499,029 million.
Net income attributable to controlling shareholders amounted to P$1,234,786 million in 2024 as compared to a net loss of P$684,523 million in 2023.
(A.2) 2023 Compared to 2022
| Year ended | | | | | |||
December 31, | ||||||||
| 2023 | | 2022 | | Total Change | |||
| (P$ million) | % | (P$ million) | |||||
Revenues |
| 5,468,921 |
| 6,030,998 |
| (9.3) |
| (562,077) |
Operating costs (without depreciation, amortization and impairment of Fixed Assets) |
| (3,930,060) |
| (4,373,674) |
| (10.1) |
| 443,614 |
Depreciation, amortization and impairment of Fixed Assets |
| (1,871,032) |
| (4,096,755) |
| (54.3) |
| 2,225,723 |
Operating loss |
| (332,171) |
| (2,439,431) |
| (86.4) |
| 2,107,260 |
Earnings (losses) from associates and joint ventures |
| (5,014) |
| 6,773 |
| n/a |
| (11,787) |
Financial results from borrowings |
| (1,684,704) |
| 246,010 |
| n/a |
| (1,930,714) |
Other financial results, net |
| 460,325 |
| 266,606 |
| 72.7 |
| 193,719 |
Income tax benefit |
| 898,403 |
| 219,213 |
| n/a |
| 679,190 |
Net loss |
| (663,161) |
| (1,700,829) |
| (61.0) |
| 1,037,668 |
Net income (loss) attributable to: |
| |
| |
| |
| |
Telecom Argentina (Controlling Company) |
| (684,523) |
| (1,718,966) |
| (60.2) |
| 1,034,443 |
Non-controlling interest |
| 21,362 |
| 18,137 |
| 17.8 |
| 3,225 |
Adjusted EBITDA (1) |
| 1,538,861 |
| 1,657,324 |
| (7.1) |
| (118,463) |
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. For further information on the use of Adjusted EBITDA, see “—(A) Consolidated Results of Operations—Adjusted EBITDA.” |
In 2023, net loss amounted to P$663,161 million, representing (12.1%) of consolidated revenues. The decrease in 2023 compared to 2022 was mainly due to a decrease in depreciation, amortization and impairment of Fixed Assets of P$2,225,723 million (mainly due to the Goodwill impairment recognized in CGU Telecom during the year 2022 of P$2,017,275 million), and an increase in income tax benefit of P$679,190 million, which were partially offset by an increase in financial results of P$1,736,995 million and a decrease in consolidated revenues of P$562,077 million.
In 2023, Adjusted EBITDA totaled P$1,538,861 million, representing 28.1% of consolidated revenues. The decrease in 2023 compared to 2022 was mainly due to a decrease in consolidated revenues of P$562,077 million, partially offset by the decrease in operating cost (without depreciation, amortization and impairment of Fixed Assets) of P$443,614 million.
Revenues
| Year ended | | | | | |||
December 31, | ||||||||
2023 | 2022 | Total Change | ||||||
(P$ million) | % | (P$ million) | ||||||
Mobile Services |
| 2,203,269 |
| 2,424,302 |
| (9.1) |
| (221,033) |
Internet Services |
| 1,194,934 |
| 1,337,738 |
| (10.7) |
| (142,804) |
Cable Television Services |
| 965,094 |
| 1,082,695 |
| (10.9) |
| (117,601) |
Fixed and Data Services |
| 648,082 |
| 736,300 |
| (12.0) |
| (88,218) |
Other services revenues |
| 50,729 |
| 47,824 |
| 6.1 |
| 2,905 |
Services Revenues |
| 5,062,108 |
| 5,628,859 |
| (10.1) |
| (566,751) |
Equipment revenues |
| 406,813 |
| 402,139 |
| 1.2 |
| 4,674 |
Revenues |
| 5,468,921 |
| 6,030,998 |
| (9.3) |
| (562,077) |
During 2023, total consolidated revenues decreased by 9.3% amounting to P$5,468,921 million as compared to P$6,030,998 million in 2022.
Despite the greater demand for services, consolidated revenues decreased mainly due to the fact that the inflation rate for the last twelve months amounted to 211.4% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.
Services revenues amounted to P$5,062,108 million in 2023, decreasing 10.1% as compared to P$5,628,859 million in 2022 and represented 92.6% of consolidated revenues. Equipment revenues amounted to P$406,813 million in 2023 as compared to P$402,139 million in 2022 and represented 7.4% of consolidated revenues.
The effect generated by the restatement in current currency as of September 30, 2025, increased consolidated revenues by P$4,339,091 million and P$5,492,290 million in 2023 and 2022, respectively.
Consolidated revenues for 2023 and 2022 are comprised as follows:
Mobile Services
Mobile services revenues in 2023 amounted to P$2,203,269 million (a decrease of P$221,033 million or 9.1% as compared to 2022), being the principal contributor to our total services revenues for 2023 (43.5% of consolidated services revenues in 2023 as compared to 43.1% in 2022). Mobile internet services revenues represented 92% and 86% of the mobile services revenues as of December 31, 2023 and 2022, respectively.
The effect generated by the restatement in current currency as of September 30, 2025, included in Mobile services revenues amounted to P$1,748,648 million and P$ 2,207,139 million in 2023 and 2022, respectively.
Mobile services revenues in Argentina amounted to P$ 2,026,624 million (a decrease of P$190,268 million as compared to 2022). This decrease was mainly due to an 11.0% decrease in the ARPU, partially offset by a 3.8% increase in the number of customers.
Personal’s ARPU amounted to P$8,117.0 as of December 31, 2023 (compared to P$9,119.5 as of December 31, 2022). This decrease was mainly explained by the fact that, as a consequence of the 211.4% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2025 included in ARPU amounted to P$6,443.3 and P$8,299.4 as of December 31, 2023 and 2022, 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).
Personal’s mobile customers amounted to 21.0 million and 20.2 million as of December 31, 2023 and 2022, respectively. Out of the total mobile customers as of December 31, 2023, 61% were prepaid customers and 39% were postpaid customers, whereas as of December 31, 2022, 57% were prepaid customers and 43% were postpaid customers. During 2023, we observed a change in customer behavior, resulting in an increase of 11.2% in prepaid services customers and a decrease of 6.1% in the postpaid services customers. This decrease is mainly due to the challenging economic situation in Argentina, Additionally, the average churn rate per month amounted to 1.8% in 2023 (compared to a 2.3% average in 2022).
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, reconnection fees revenues and others—(divided by 12 months) by the average number of customers during the period, 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. Certain components of service revenues are excluded from Personal’s ARPU calculations presented in this Form 6-K. Management believes 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 2023 and 2022:
| Year ended | | Year ended | |||
December 31, 2023 | December 31, 2022 | |||||
| (P$ million) | |||||
Total Mobile service revenues | 2,026,624 |
| 2,216,892 | |||
Components of service revenues not included in the ARPU calculation: out collect wholesale roaming, cell sites rental, reconnection fees revenues and others | (16,754) | (17,734) | ||||
Adjusted total service revenues included in the ARPU calculation | 2,009,870 | 2,199,158 | ||||
Average number of customers during the year (millions) | 20.6 | 20.1 | ||||
Mobile services revenues generated in Paraguay amounted to P$ 176,645 million in 2023 (compared to P$ 207,410 million in 2022, representing a 14.8% decrease). The decrease was mainly due to the 3.8% decrease in Núcleo’s ARPU.
Núcleo’s ARPU amounted to P$7,105.0 as of December 31, 2023 (compared to P$7,388.3 as of December 31, 2022), representing a 3.8% decrease. The decrease in ARPU was mainly due to the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition.
Núcleo’s customer base remained stable amounting to 2.3 million customers as of December 31, 2023. Out of the total mobile customers as of December 31, 2023, 76% were prepaid customers and 24% were postpaid customers, whereas as of December 31, 2022, 79% were prepaid customers, and 21% were postpaid customers. Additionally, the average churn rate per month amounted to 2.9% and 3.3% in 2023 and 2022, respectively.
Internet Services
Internet services revenues amounted to P$1,194,934 million in 2023 (equivalent to 23.6% of total consolidated services revenues), decreasing P$142,804 million or 10.7% as compared to P$1,337,738 million in 2022. The effect generated by the restatement in current currency as of September 30, 2025, included in internet services revenues amounted to P$945,432 million and P$1,218,685 million in 2023 and 2022, respectively.
The decrease in internet services revenues in 2023 was mainly due to the decrease in the Broadband Internet access ARPU of 8.8%.
The ARPU reached P$23,031.6 in 2023 as compared to P$25,246.1 in 2022. This decrease in ARPU is mainly explained by the fact that, as a consequence of the 211.4% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2025 included in ARPU amounted to P$ 18,204.1 and P$ 22,992.0 as of December 31, 2023 and 2022, respectively).
The customer base remained stable, amounting to 4.1 million in both 2023 and 2022, which was a product of the Company’s efforts to maintain the customer base, considering the intense competition. Additionally, the churn rate per month amounted to 1.8% and 1.6% in 2023 and 2022, respectively.
In connection with initiatives to continue developing the experience of fixed internet service customers, towards the end of 2022, Personal doubled the internet speed to all its residential customers (with HFC, FTTH technology), going from 50 Mb to 100 Mb, from 100 Mb to 300 Mb and from 300 Mb to 500 Mb. This process was carried out free of charge, without any additional management by customers. More than three million customers received an increase in the speed of their contracted service without modifying their commercial conditions.
As a consequence, customers with a service of 100 Mb or higher as of December 31, 2023, amounted to 3.5 million, an increase of 6.1% compared to 2022. As of December 31, 2023, these customers represented 85% of our total customer base, whereas as of December 31, 2022, they represented 79%.
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 12 months) by the average number of customers during the period. 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. Certain components of service revenues are excluded from Internet’s ARPU calculations presented in this Form 6-K. Management believes 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 2023 and 2022:
Year ended |
| Year ended | ||||
December 31, 2023 | | December 31, 2022 | ||||
| (P$ million) | |||||
Total Internet service revenues | 1,130,045 |
| 1,279,270 | |||
Components of service revenues not included in the ARPU calculation | — | — | ||||
Adjusted total service revenues included in the ARPU calculation | 1,130,045 | 1,279,270 | ||||
Average number of customers during the year (millions) | 4.1 | 4.2 | ||||
Cable Television Services
Cable television service revenues amounted to P$965,094 million in 2023 (equivalent to 19.1% of total consolidated services revenues), decreasing P$117,601 million or 10.9% as compared to revenues in 2022. The effect generated by the restatement in current currency as of September 30, 2025, included in cable television services revenues amounted to P$769,160 million and P$986,135 million in 2023 and 2022, respectively.
The decrease in cable television service revenues in 2023 was mainly due to the decrease in ARPU, an 8.2% decrease compared to 2022, and a 3.5% decrease in the customer base compared to 2022.
The ARPU amounted to P$22,818.0 as of December 31, 2023, compared to an ARPU of P$24,869.7 as of December 31, 2022. The decreased is mainly explained since inflation during 2023 amounted to 211.4%, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2025 included in ARPU amounts to P$ 18,201.5 and P$ 22,664.4 as of December 31, 2023 and 2022, respectively). Additionally, the economic situation in Argentina changed our customers’ consumption trends.
As of December 31, 2023, the customer base in Argentina amounted to 3.1 million customers, decreasing a 3.5% compared to 2022. Out of the total customers as of December 31, 2023, 1.4 million were Flow’s customer base and 1.2 million were Premium Package’s customer base, whereas as of December 31, 2022, 1.3 million were Flow’s customer base and 1.3 million were Premium Package’s customer base. This decrease is mainly due to the economic situation in Argentina and the changes in customers’ consumption trends. Additionally, the average churn rate per month amounted to 1.8% and 1.3% in 2023 and 2022, respectively.
ARPU of Cable Television Services of Telecom 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 12 months) by the average number of customers during the period. 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. Certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this Form 6-K. Management believes 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 2023 and 2022:
| Year ended | | Year ended | |
December 31, 2023 | December 31, 2022 | |||
(P$ million) | ||||
Total Cable television service revenues | 868,111 |
| 1,279,270 | |
Components of service revenues not included in the ARPU calculation: connection and reconnection fees and others | (2,352) |
| — | |
Adjusted total service revenues included in the ARPU calculation | 865,759 |
| 1,279,270 | |
Average number of customers during the year (millions) | 3.2 |
| 4.2 | |
Fixed and Data Services
Revenues generated by fixed and data services amounted to P$648,082 million in 2023 (representing 12.8% of our total consolidated services revenues) decreasing P$88,218 million or 12.0% as compared to P$736,300 million in 2022. The effect generated by the restatement in current currency as of September 30, 2025, included in fixed and data services revenues amounted to P$513,019 million and P$670,996 million in 2023 and 2022, respectively.
The decrease in fixed and data services in 2023 was mainly due to a decrease in ARPU, decreasing 6.5% as compared to 2022, and a decrease in the customer base of 4.0% compared to 2022.
The ARPU of fixed telephony services in Argentina decreased to P$11,168.7 in 2023 from P$11,940.3 in 2022. This decrease is mainly explained because, as a consequence of the 211.4% inflation in Argentina during 2023 the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of September 30, 2025 included in ARPU amounts to P$9,043.2 and P$10,936.7 as of December 31, 2023 and 2022, respectively).
The customer base of fixed telephony services amounted to 2.9 million in 2023, compared to 3.0 million in 2022. The customer base decreased mainly due to changes in consumption behavior of customers.
Equipment
Equipment revenues amounted to P$406,813 million in 2023 (representing 7.4% of our total consolidated revenues) increasing P$4,674 million or 1.2% as compared to 2022.
The effect generated by the restatement in current currency as of September 30, 2025, included in equipment revenues amounted to P$322,972 million and P$365,987 million in 2023 and 2022, respectively.
The increase was mainly due to higher handsets sold as compared to 2022 (13%).
Operating costs (without depreciation, amortization and impairment of Fixed Assets)
Year ended December 31, | | | ||||||||||
| 2023 | | 2022 | | Total Change | |||||||
| (P$ million) | % | | (P$ million) | ||||||||
Employee benefit expenses and severance payments | (1,366,399) |
| (1,510,799) |
| (9.6) |
| 144,400 | |||||
Interconnection and transmission costs | (161,465) |
| (185,725) |
| (13.1) |
| 24,260 | |||||
Fees for services, maintenance, materials and supplies | (687,145) |
| (731,612) |
| (6.1) |
| 44,467 | |||||
Taxes and fees with the Regulatory Authority | (420,146) |
| (463,095) |
| (9.3) |
| 42,949 | |||||
Commissions and advertising | (320,316) |
| (365,292) |
| (12.3) |
| 44,976 | |||||
Cost of equipment | (295,020) |
| (285,677) |
| 3.3 |
| (9,343) | |||||
Programming and content costs | (308,550) |
| (378,320) |
| (18.4) |
| 69,770 | |||||
Bad debt expenses | (118,595) |
| (151,704) |
| (21.8) |
| 33,109 | |||||
Other operating expenses | (252,424) |
| (301,450) |
| (16.3) |
| 49,026 | |||||
Total operating costs (without depreciation, amortization and impairment of Fixed Assets) | (3,930,060) |
| (4,373,674) | (10.1) |
| 443,614 | ||||||
Total operating costs (without depreciation, amortization and impairment of Fixed Assets) decreased P$443,614 million in 2023, amounting to P$3,930,060 million, representing a 10.1% decrease as compared to 2022.
Despite being in a context in which year-on-year inflation was 211.4%, the Company has managed to make its operating costs more efficient and achieve a reduction.
The effect generated by the restatement in current currency as of September 30, 2025, included in Operating costs (without depreciation, amortization and impairment of Fixed Assets) amounted to P$3,128,579 million and P$3,983,731 million in 2023 and 2022, respectively.
Employee benefit expenses and severance payments
Employee benefit expenses and severance payments decreased P$144,400 million to P$1,366,399 million in 2023 as compared to P$1,510,799 million in 2022. The decrease was mainly due to lower severance payments and a reduction in headcount of 2.1%, amounting to 21,262 employees as of December 31, 2023, and, partially offset by increases in salaries agreed by the Company with several trade unions for unionized employees, and for non-unionized employees, together with related social security charges.
The effect generated by the restatement in current currency as of September 30, 2025, included in Employee benefit expenses and severance payments amounted to P$ 1,077,519 million and P$ 1,373,615 million in 2023 and 2022, respectively.
Interconnection and transmission costs
Interconnection and transmission costs (including charges for TLRD, Roaming and cost of international outbound calls and lease of circuits) decreased P$24,260 million, amounting to P$161,465 million in 2023 as compared to P$185,725 million in 2022, respectively. The decrease was mainly due to new dynamics of the business that imply an optimization of links and sites and partially offset by increases in the foreign exchange rate in relation to fixed services denominated in U.S. dollars, which have accelerated since August 2023.
The effect generated by the restatement in current currency as of September 30, 2025, included in Interconnection and transmission costs amounted to P$127,576 million and P$169,106 million in 2023 and 2022, respectively.
Fees for services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies decreased P$44,467 million, or 6.1%, amounting to P$687,145 million in 2023 as compared to P$731,612 million in 2022. The variation is mainly explained by the efficiency and management of resources through which maintenance and material costs decreased by P$25,723 million compared to 2022 and lower costs of call center fees and other fees for services for P$18,744 million compared to 2022.
The effect generated by the restatement in current currency as of September 30, 2025, included in Fees for services, maintenance, materials and supplies amounted to P$546,937 million and P$667,581 million in 2023 and 2022, respectively.
Taxes and fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, decreased P$42,949 million or 9.3%, amounting to P$420,146 million in 2023 as compared to P$463,095 million in 2022. The variation was mainly due to the decrease in sales in 2023. Taxes and fees with the Regulatory Authority represent 7.7% of total revenues in 2023 and 2022.
The effect generated by the restatement in current currency as of September 30, 2025, included in Taxes and fees with the Regulatory Authority amounted to P$333,587 million and P$421,745 million in 2023 and 2022, respectively.
Commissions and advertising
Commissions and advertising, decreased P$44,976 million or 12.3%, amounting to P$320,316 million in 2023, as compared to P$365,292 million in 2022. The decrease is mainly due to lower charges for agent commissions, collection commissions and advertising services costs.
The effect generated by the restatement in current currency as of September 30, 2025, included in Commissions and advertising amounted to P$255,097 million and P$332,078 million in 2023 and 2022, respectively.
Cost of equipment
Cost of equipment increased P$9,343 million, amounting to P$295,020 million in 2023 as compared to P$285,677 million for 2022. The variation is mainly due to an increase in equipment sold of 13%.
The effect generated by the restatement in current currency as of September 30, 2025, included in Cost of equipment amounted to P$243,476 million and P$262,324 million in 2023 and 2022, respectively.
Programming and content costs
Programming and content costs decreased by P$69,770 million amounting to P$308,550 million in 2023 as compared to P$378,320 million in 2022. 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, 2025, included in Programming and content costs amounted to P$244,701 million and P$344,593 million in 2023 and 2022, respectively.
Bad debt expenses
Bad debt expenses decreased P$33,109 million, amounting to P$118,595 million for 2023, representing 2.2% and 2.5% of the revenues in 2023 and 2022, respectively. The decrease is mainly due to continuing credit recovery actions.
The effect generated by the restatement in current currency as of September 30, 2025, included in Bad debt expenses amounted to P$95,432 million and P$138,209 million in 2023 and 2022, 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) decreased P$49,026 million to P$252,424 million in 2023 as compared to P$301,450 million in 2022. The decrease is mainly due to lower charges in legal claims and contingent liabilities, rentals and internet capacity, energy and other public services, among others.
The effect generated by the restatement in current currency as of September 30, 2025, included in Other operating expenses amounts to P$204,254 million and P$274,480 million in 2023 and 2022, respectively.
Adjusted EBITDA
An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standards 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, Earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of PP&E and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The following table shows the reconciliation of Net loss to Adjusted EBITDA:
| Year ended | | | | | |||
December 31, | ||||||||
2023 | 2022 | Total Change | ||||||
(P$ million) | % | (P$ million) | ||||||
Net loss |
| (663,161) |
| (1,700,829) |
| (61.0) |
| 1,037,668 |
Income tax benefit |
| (898,403) |
| (219,213) |
| n/a |
| (679,190) |
Other financial results, net |
| (460,325) |
| (266,606) |
| 72.7 |
| (193,719) |
Financial results from borrowings |
| 1,684,704 |
| (246,010) |
| n/a |
| 1,930,714 |
(Earnings) losses from associates and joint ventures |
| 5,014 |
| (6,773) |
| n/a |
| 11,787 |
Operating loss |
| (332,171) |
| (2,439,431) |
| (86.4) |
| 2,107,260 |
Depreciation, amortization and impairment of Fixed Assets |
| 1,871,032 |
| 4,096,755 |
| (54.3) |
| (2,225,723) |
Adjusted EBITDA |
| 1,538,861 |
| 1,657,324 |
| (7.1) |
| (118,463) |
Our consolidated Adjusted EBITDA amounted to P$1,538,861 million in 2023, representing a decrease of P$118,463 million or 7.1% as compared to P$1,657,324 million in 2022. Adjusted EBITDA represented 28.1% and 27.5% of our total consolidated revenues in 2023 and 2022, respectively.
Depreciation, Amortization and Impairment of Fixed Assets
Depreciation, amortization and impairment of Fixed Assets decreased P$2,225,723 million, amounting to P$1,871,032 million in 2023 as compared to P$4,096,755 million in 2022.
The decrease was mainly due to the fact that in 2022, the Management identified the need to review the estimate of the recoverable value of Goodwill assigned to the cash-generating unit of Telecom (CGU Telecom), which comprises the Company and its subsidiaries in Argentina. From such analysis, it concluded that the book value of CGU Telecom exceeded its recoverable value. Consequently, Goodwill was impaired by P$ 2,017,275 million in current currency as of September 30, 2025. For further information refer to Note 3.u.1) of our Consolidated Financial Statements.
Additionally, depreciation, amortization and impairment of Fixed Assets of the year includes the impact of the depreciation and amortization of the capital expenditures subsequent to December 31, 2022, partially offset by the effect of those assets that ended their useful life after that same date.
The effect generated by the restatement in current currency as of September 30, 2025, included in Depreciation, amortization and impairment of Fixed Assets amounted to P$1,772,736 million and P$4,033,126 million in 2023 and 2022, respectively.
Operating loss
In 2023, our consolidated operating loss amounted to P$332,171 million, representing a decrease of P$2,107,260 million as compared to 2022. Operating loss represented (6.1)% and (40.4)% of consolidated revenues in 2023 and 2022, respectively.
Year ended December 31, | % of Change | |||||
2023 | 2022 | 2023‑2022 | ||||
Increase/ | ||||||
(P$ million / %) | (Decrease) | |||||
Adjusted EBITDA (1) |
| 1,538,861 |
| 1,657,324 |
| (7.1) |
As % of revenues |
| 28.1 |
| 27.5 |
| |
Depreciation, amortization and impairment of Fixed Assets |
| (1,871,032) |
| (4,096,755) |
| (54.3) |
As % of revenues |
| (34.2) |
| (67.9) |
| |
Operating loss |
| (332,171) |
| (2,439,431) |
| (86.4) |
As % of revenues |
| (6.1) |
| (40.4) |
| |
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (finance costs and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. For further information on the use of adjusted EBITDA, see “—(A) Consolidated Results of Operations—Adjusted EBITDA”. |
Financial Results, Net
| Year ended December 31, | | Total change | |||||
2023 | 2022 | $ | % | |||||
Interests on borrowings |
| (155,316) |
| (123,660) | (31,656) | 25.6 | ||
Remeasurement in borrowings |
| 132,257 |
| 14,342 | 117,915 | n/a | ||
Foreign currency exchange gains (losses) on borrowings |
| (1,659,523) |
| 355,660 | (2,015,183) | n/a | ||
Borrowings renegotiation results and repurchase Notes |
| (2,122) |
| (332) | (1,790) | n/a | ||
Total financial results from borrowings |
| (1,684,704) |
| 246,010 | (1,930,714) | n/a | ||
Other foreign currency exchange gains (losses) |
| (158,789) |
| 3,108 | (161,897) | n/a | ||
Fair value gains / (losses) on financial assets at fair value through profit or loss |
| 170,840 |
| (104,901) | 275,741 | n/a | ||
Other interests, net |
| 40,982 |
| 16,004 | 24,978 | n/a | ||
RECPAM |
| 498,845 |
| 439,718 | 59,127 | 13.4 | ||
Other |
| (91,553) |
| (87,323) | (4,230) | 4.8 | ||
Total other financial results, net |
| 460,325 |
| 266,606 | 193,719 | 72.7 | ||
Total financial results, net |
| (1,224,379) |
| 512,616 | (1,736,995) | n/a | ||
We incurred a financial loss, net of P$1,224,379 million in 2023, as compared to financial income, net of P$512,616 million in 2022. Financial Results, net in 2023 mainly include losses generated by (i) foreign exchange differences measured in real terms of P$1,818,312 million as a result of the U.S. dollar appreciating 118% against the Argentine Peso compared to a 211.4% inflation (compared to a gain of P$358,768 million in 2022 and 72.5% devaluation of the Argentine Peso against the U.S. dollar compared to a 94.8% inflation in 2022), (ii) interest on borrowings measured in real terms of P$155,316 million (compared to P$123,660 million in 2022), and (iii) other financial results of P$52,693 million (compared to P$71,651 million in 2022). These losses were partially offset by gains generated by (i) the effect generated by the restatement in current currency, which amounted to a gain of P$498,845 million (compared to P$439,718 million in 2022), (ii) fair value gains on financial assets at fair value through profit or loss of P$170,840 million (compared to a loss of P$104,901 million in 2022) and (iii) gains from remeasurement in borrowings of P$132,257 million (compared to P$14,342 million in 2022).
Income Tax
The Company’s income tax charge includes the following effects: (i) the current tax payable for the year pursuant to tax legislation applicable to each of Telecom Argentina and its subsidiaries; (ii) the effect of applying the deferred tax method on temporary differences arising out of the asset and liability valuation according to tax versus financial accounting criteria and; (iii) the effects of the income tax inflation adjustment.
Income tax amounted to a gain of P$898,403 million in 2023 as compared to a gain of P$219,213 million in 2022. It includes mainly the following effects: (i) regarding current tax expenses, Telecom’s generated tax loss in fiscal year 2023 amounting to P$7,700 million and tax gain in fiscal year 2022 amounting to P$144,915 million, and (ii) regarding the deferred tax, in 2023 Telecom recorded a deferred tax gain of P$906,103 million compared to a deferred tax gain of P$74,298 million in 2022.
For more information on income tax, see Notes 3 and 15 to our Recast Annual Consolidated Financial Statements.
Net loss
Telecom Argentina recorded a net loss of P$663,161 million in 2023 as compared to a net loss of P$1,700,829 million for 2022 and represents (12.1)% of consolidated revenues as compared to (28.2)% in 2022. The loss was mainly due to the operating loss amounting to P$332,171 million and financial result, net of P$1,684,704 million, partially offset by the income tax benefit amounting to P$898,403 million.
Net loss attributable to controlling shareholders amounted to P$684,523 million in 2023 as compared to a net loss of P$1,718,966 million in 2022.
Liquidity and Capital Resources
Sources and Uses of Funds
We expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures, operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to be sufficient. Telecom Argentina assumes that it will be able to access the domestic and international capital markets in 2025 to refinance its outstanding debt, if necessary.
Borrowings Developments during 2024
The most relevant borrowings developments in 2024 were the following:
Corporate Notes
During 2024, Telecom Argentina successfully completed the issuance new series of Notes as follows:
Series | Currency | Principal value (in millions) | Issuance date | Maturity date | Amortization | Interest rate | Interest payment date |
20 | US$ 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 | 07/2024 | 07/2031 | In three installments of: | Annual fixed rate of 9.50% | Semi-annual |
115.3 | 07/2024 | 07/2031 | In three installments of: | Annual fixed rate of 9.50% | Semi-annual | ||
1.9 | 08/2024 | 07/2031 | In three installments of: | Annual fixed rate of 9.50% | Semi-annual | ||
200 | 10/2024 | 07/2031 | In three installments of: | 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 |
23 | US$ | 75.2 | 11/2024 | 11/2028 | In one installment at maturity date | Annual fixed rate of 7% | Semi-annual |
Bank and other financing entities loans
| ● | During June 2024, disbursements of the credit line with EDC of US$11.6 million (equivalent to P$ 15,818 million as of September 30, 2025) were completed, maturing in May 2030. The principal disbursed accrues compensatory interest at a semi-annual SOFR plus a margin of 6.65%. |
| ● | During July and August 2024, the Company exchanged US$117.3 million of its 2026 Notes for US$117.2 million of its Series 21 Notes. |
| ● | During August 2024, through the liquidation of BOPREAL bonds, the Company prepaid its loan with the supplier CISCO 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 (P$2,321 million in current currency as of September 30, 2025) recognized in “Borrowings renegotiation results and repurchase Notes” item, within “Financial results from borrowings”. |
| ● | The Company has used US$704 million (P$890,771 million in current currency as of September 30, 2025) from Series 21 Notes for the payments and prepayments of the following borrowings and Notes: |
o | IFC: |
| ● | On August 15, 2024, the Company paid an amortization installment for US$40.9 million, fully prepaid the outstanding principal amount of US$38.3 million and paid the accrued interest and corresponding expenses amounting to US$5 million under its loan agreement dated March 4, 2019. On the same date, the Company paid an amortization installment for US$16.8 million, partially prepaid US$125 million and paid the accrued interest and corresponding expenses amounting to US$13 million under its loan agreement dated June 28, 2022. |
| ● | On September 15, 2024, the Company paid an amortization installment for US$15.4 million, fully prepaid the outstanding principal amount of US$62.7 million and paid the accrued interest and corresponding expenses amounting to US$6 million under its loan agreement dated October 5, 2016. |
| ● | Finally, on December 9, 2024, the Company fully prepaid the outstanding principal amount of US$42.7 million and paid the accrued interest and corresponding expenses amounting to US$2.2 million under its loan agreement dated June 28, 2022. |
o | IIC: On September 3, 2024, the Company partially prepaid US$135 million and paid the accrued interest and corresponding expenses amounting to US$5.3 million under its loan agreement dated May 29, 2019. |
o | Series 5 Notes: In August 2024, the Company repurchased Series 5 Notes for US$19.7 million. |
o | Series 1 Notes: On December 20, 2024, the Company partially prepaid US$120 million and paid the accrued interest and corresponding expenses amounting to US$6 million of Series 1 Notes. |
o | Interest payment: the Company paid accrued interest amounting to US$50 million of Series 1, 8 and 21 Notes. |
| ● | In November 2024, the Company partially paid RMB156 million (principal and interest) of its loan agreement with CDB (P$27,811 million in current currency as of September 30, 2025). |
| ● | In December 2024, the Company partially prepaid US$34.5 million (principal and prepaid fees) (P$ 43,036 million in current currency as of September 30, 2025) from its loan agreement with IDB dated May 29, 2019. |
For more information about Telecom’s financing facilities (including currency, maturity, interest rate structure and amortization schedule), see Notes 13 and 26 to our Recast Annual Consolidated Financial Statements.
Derivate Financial Instrument
From time to time, in the ordinary course of business, Telecom enters derivative contracts to hedge the fluctuation of, mainly, exchange and interest rates.
In August 2024, the Company canceled the three DFI agreements (signed during September 2022), to hedge the fluctuation of SOFR from the IFC loan signed on June 28, 2022, for its total amount, for the period beginning February 15, 2023, to August 15, 2025. The DFI agreements entered into covered a total amount of US$184.5 million. The interest rates were 3.605%, 3.912% and 3.895%, respectively.
During 2024, Telecom Argentina entered several DFI agreements amounting to US$50 million to hedge the fluctuation of the exchange rate from its loan portfolio, fixing the average exchange rate at 1,004 Argentine Pesos/US$. The DFI agreements expired between July 2024 and August 2024.
For more information about Telecom’s derivative contract, see Note 22 and 26 to our Recast Annual Consolidated Financial Statements.
Cash Flow
The table below summarizes, for the years ended December 31, 2024, 2023 and 2022, Telecom’s consolidated cash flows:
| Year ended December 31, | ||||||||
2024 | | 2023 | | 2022 | |||||
| (P$ million) | ||||||||
Cash flows provided by operating activities | 989,749 |
| 1,640,590 |
| 1,770,170 | ||||
Cash flows used in investing activities | (467,636) |
| (1,512,818) |
| (1,371,859) | ||||
Cash flows used in financing activities | (494,721) |
| (255,390) |
| (378,800) | ||||
Net foreign exchange differences and RECPAM on cash and cash equivalents | (63,507) |
| 220,707 |
| (8,045) | ||||
Increase/ (Decrease) in cash and cash equivalents | (36,115) |
| 93,089 |
| 11,466 | ||||
Cash and cash equivalents at the beginning of the year |
| 424,356 |
| 331,267 |
| 319,801 | |||
Cash and cash equivalents at the end of the year |
| 388,241 |
| 424,356 |
| 331,267 | |||
As of December 31, 2024, 2023 and 2022, we had P$388,241 million, P$424,356 million and P$331,267 million in cash and cash equivalents, respectively.
Cash flows provided by operating activities were P$989,749 million, P$1,640,590 million and P$1,770,170 million in 2024, 2023 and 2022, respectively.
Net cash provided by operating activities decreased P$650,841 million, or 39.7% in 2024 compared to 2023, primarily due to an increase of P$ 716,597 million in net cash outflows in connection with changes in our assets and liabilities, slightly offset by a decrease of P$ 61,150 million in net loss, adjusted for non-cash income and expense and lower income tax payments of P$4,606 million. The decrease was primarily due to an increase in trade payable payments, mostly due to settlements of outstanding foreign currency payables (which also were settled using government bonds), an increase in payments of salaries and social security payables, partially offset by an increase in cash flows related to trade receivables and other receivables.
Net cash provided by operating activities decreased P$129,580 million, or 7.3% in 2023 compared to 2022, primarily due to a P$655,159 million increase in net loss, adjusted for non-cash income and expense which was partially offset by (i) a P$455,415 million decrease in net cash outflows in connection with changes in our assets and liabilities and (ii) a P$70,164 million decrease in cash outflows used to pay income tax. The decrease in net cash outflows was primarily due to a decrease in the amounts paid to suppliers in foreign currency given the economic context and the foreign exchange restrictions in force during 2023, which was partially offset by an increase in the use of cash for acquisition of inventories and an increase in trade receivables.
Cash flows used in investing activities were P$467,636 million, P$1,512,818 million and P$1,371,859 million in 2024, 2023 and 2022, respectively.
In 2024, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$480,800 million, investments not considered as cash and cash equivalents of P$393,181 million, net of cash acquired from investments not considered as cash and cash equivalents of P$406,096 million.
In 2023, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$1,231,066 million and payments for investments not considered as cash and cash equivalents, net of P$710,874 million, partially offset by proceeds from sale of investments not considered as cash and cash equivalents of P$371,427 million.
In 2022, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$1,012,977 million, investments not considered as cash and cash equivalents of P$481,105 million, and payments for acquisition of subsidiaries of P$3,365 million.
Cash flows used in financing activities were P$494,721 million, P$255,390 million and P$378,800 million in 2024, 2023 and 2022, respectively.
In 2024, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for P$1,876,442 million, payment for repurchase of Notes for P$32,370 million and cash dividend payments for P$11,714 million partially offset by proceeds from borrowings for P$1,459,335 million.
In 2023, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for P$1,274,114 million and cash dividend payments for P$10,677 million partially offset by proceeds from borrowings for P$1,030,968 million.
In 2022, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for P$1,073,441 million and cash dividend payments for P$10,165 million partially offset by proceeds from borrowings for P$704,806 million.
Liquidity
The liquidity position of Telecom Argentina is and will be significantly dependent on its operating performance, its indebtedness, capital expenditure programs and dividends from its subsidiaries, if any.
Working Capital
Operating Working Capital is a non-GAAP measure, defined as the difference between our operating current assets and operating current liabilities. Our Management believes this measure is useful for assessing our efficiency in managing our short-term assets and liabilities and ensuring operational continuity. For reconciliation of Operating Working Capital to the most directly comparable IFRS Accounting Standards measure, see “—Reconciliation” below.
Net Current Financial Liability is a non-GAAP measure, defined as the difference between our financial assets and financial liabilities. Our Management believes this measure is useful for assessing our solvency and liquidity because it provides a view of our ability to meet our short- and long-term financial obligations. For reconciliation of Net Current Financial Liability to the most directly comparable IFRS Accounting Standards measure, “Reconciliation” below.
Working Capital is a non-GAAP measure, defined as the difference between our current assets and current liabilities. Our Management believes this metric is useful for measuring our short-term financial health and operational efficiency and assessing our ability to manage our liquidity and sustain our operational activities. For reconciliation of Working Capital to the most directly comparable IFRS Accounting Standards measure, “Reconciliation” below.
Telecom’s working capital breakdown and its main variations are disclosed below:
| 2024 | | 2023 | | Variation | ||||
(P$ million) | |||||||||
Trade receivables | 361,010 | 352,894 | 8,116 | ||||||
Other receivables |
| 54,586 |
| 86,292 |
| (31,706) | |||
Inventories |
| 73,721 |
| 83,741 |
| (10,020) | |||
Current liabilities (not considering borrowings) |
| (1,080,218) |
| (1,442,832) |
| 362,614 | |||
Operating working capital - negative |
| (590,901) |
| (919,905) |
| 329,004 | |||
As % of Revenues |
| 11.7 | % | 16.8 | % | | |||
Cash and cash equivalents |
| 388,241 |
| 424,356 |
| (36,115) | |||
DFI |
| — |
| 4,115 |
| (4,115) | |||
Investments | 40,961 | 329,258 | (288,297) | ||||||
Current borrowings |
| (1,308,379) |
| (1,496,584) |
| 188,205 | |||
Net Current financial (liability) asset |
| (879,177) |
| (738,855) |
| (140,322) | |||
|
|
| |||||||
Assets classified as held for sale | 2,153 | — | 2,153 | ||||||
Negative working capital (current assets—current liabilities) |
| (1,467,925) |
| (1,658,760) |
| 190,835 | |||
Liquidity rate |
| 0.38 |
| 0.44 |
| (0.06) | |||
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 assets) for longer terms than those it provides to its customers. According to this, the negative working capital amounted to P$1,467,925 million as of December 31, 2024 (decreasing P$190,835 million compared to December 31, 2023).
During 2024, Telecom raised funds from the financial market to refinance part of its borrowings in order to optimize its maturity, interest rate and structure. For more information, see “—Liquidity and Capital Resources—Sources and Uses of Funds—Borrowings Developments during 2024”. Telecom will continue with its strategy of refinancing its borrowings in order to extend the contractual terms, and to obtain lower financing costs, with the aim of being able to cover its negative working capital.
Additionally, in relation to the acquisition of Telefónica Móviles, the financing described under “Item 4—Information on the Company—Recent Developments—Acquisition of Telefónica Móviles”, will not affect our Working Capital position for the next twelve months, since the capital maturities begin in 2028.
For our definitions of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, see “—Working Capital” herein.
Reconciliation
The following tables show a reconciliation of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, in each case the most directly comparable IFRS Accounting Standards measure:
Operating working capital – negative
| 2024 | | 2023 | |
(P$ million) | ||||
Trade receivables (current) |
| 361,010 |
| 352,894 |
Other receivables (current without DFI) |
| 54,586 |
| 86,292 |
Inventories |
| 73,721 |
| 83,741 |
Current liabilities |
| (2,388,597) |
| (2,939,416) |
Borrowings (current) |
| 1,308,379 |
| 1,496,584 |
Operating working capital - negative |
| (590,901) |
| (919,905) |
Net Current financial liability
| 2024 | | 2023 | |
(P$ million) | ||||
Current liabilities |
| (2,388,597) |
| (2,939,416) |
Trade payables (current) |
| 542,367 |
| 947,795 |
Salaries and social security payables (current) |
| 275,963 |
| 242,066 |
Income tax payables |
| 5,562 |
| 4,148 |
Other taxes payables (current) |
| 110,577 |
| 103,976 |
Dividend payable |
| 837 |
| — |
Leases liabilities (current) |
| 90,902 |
| 76,321 |
Other liabilities (current) |
| 49,273 |
| 54,343 |
Provisions (current) |
| 4,737 |
| 14,183 |
Cash and cash equivalents |
| 388,241 |
| 424,356 |
Other Receivables DFI (current) |
| — |
| 4,115 |
Investments (current) |
| 40,961 |
| 329,258 |
Net Current financial liability |
| (879,177) |
| (738,855) |
Negative working capital (current assets—current liabilities)
| 2024 | | 2023 | |
(P$ million) | ||||
Current assets |
| 920,672 |
| 1,280,656 |
Current liabilities |
| (2,388,597) |
| (2,939,416) |
Negative working capital (current assets—current liabilities) |
| (1,467,925) |
| (1,658,760) |
The Company has several financing sources and several offers from first-class international institutions to diversify its current funding structure, which includes accessing the domestic and international capital market and obtaining competitive bank loans in what relates to terms and financial costs, with the objective of covering its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings.
To protect itself from changes in market conditions that could constrain its access to funding under certain circumstances, Telecom maintains certain minimum cash and liquid assets balances in its normal course of business. Telecom had consolidated cash and cash equivalents amounting to P$388,241 million and P$424,356 million as of December 31, 2024, and 2023, respectively. During the years ended December 31, 2024, and 2023, Telecom continued obtaining funds to the financial market used to pay its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings within the framework of its permanent policy of optimizing the term, rate and structure of its borrowings. For further information, see Note 13 to our Recast Annual Consolidated Financial Statements.
For further information on the breakdown of our financial liabilities into relevant maturity groups based on the remaining period from December 31, 2024 to the contractual maturity date, please see Note 26 to our Recast Annual Consolidated Financial Statements.
Further, the Company has future obligations related to various purchase commitments that are presented in Note 20 to our Recast Annual Consolidated Financial Statements.
Compliance with Covenants
The Company holds certain loans with IDB, Finnvera, EDC, and CDB, hereinafter collectively referred to as the “Lenders”, which, as of December 31, 2024, amount to P$339,069 million. These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”.
Considering the complexity of Argentina’s economic situation, which prevented the early and accurate estimation of certain financial ratios as of December 31, 2023, 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 allowed 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 billion on each calculation date, among other matters.
On January 31, 2025, the Company notified the Lenders that, due to the improvement of Argentina’s economic situation during 2024, the Company has been able to revert the situation that motivated the waiver and has complied with the ratios established in the original loan agreements since the calculation period ending on September 30, 2024, and has complied at all times with the conditions and restrictions set forth in the waiver agreements. As a consequence and based on the early calculation of the ratios for the calculation period ending on December 31, 2024, following the methodology set forth in the original loan agreements, the Company has informed the lenders that such waivers should no longer be in effect and that the original terms of the loan agreements shall be reinstated in their entirety.
Additionally, beyond the flexibility established in the waivers, the Company has also been within the limits established in the original loan agreements in relation to the aforementioned ratios for the calculation periods of 2024.
As of the date of issuance of the 2024 20-F, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the original loan agreements and is also in compliance with the rest of the covenants established.
For more information on our financial ratio waivers, see Note 13 of our Recast Annual Consolidated Financial Statements.
Dividends to Shareholders
Telecom Argentina has distributed non-cash dividends through the delivery of 2030 and 2035 Global Bonds issued by Argentina, funded by partial reversals of its voluntary reserve. These distributions were approved by the Ordinary and Extraordinary Shareholders’ Meetings held on June 2, 2022, April 27, 2023, and April 25, 2024. The table below summarizes these distributions:
| | Distributed amount | ||||
Currency of the | | Current currency as of | ||||
Year | Non cash | transaction date | September 30, 2025 | |||
(in millions of P$) | ||||||
2024 | 2030 Global Bonds: US$145,602,795 | 115,725 | 144,962 | |||
2023 | 2030 Global Bonds: US$411,214,954 | 47,701 | 277,404 | |||
2022 |
| 2030 Global Bonds: US$411,145,986 |
| 31,634 |
| 374,325 |
For more information on our dividends to shareholders, see Note 4 of our Consolidated Financial Statements.
Our ability to generate sufficient cash from our operations to satisfy our indebtedness and capital expenditure needs may be affected by macroeconomic factors influencing our business, including, without limitation, the rate at which Argentine Pesos can be exchanged for U.S. dollars and rates of inflation, among others. Certain statements expressed in this section constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, including those described in the 2024 20-F in “Item 3—Key Information—Risk Factors”. Actual results may differ materially from our expectations described above as a result of various factors.
Capital Expenditures
We estimate that our capital expenditures in 2025 will be approximately P$1,154,973 million without considering the Telefónica Móviles acquisition described under “Item 4—Information on the Company—Recent Developments—Acquisition of Telefónica Móviles”, as compared to P$694,415 million in 2024 (which represented 13.8% of our consolidated revenues).
The primary investment projects in PP&E are related to the expansion of cable television and internet services, aimed at improving transmission and access speed for customers, the deployment of 4G coverage and capacity, and the continued expansion of 5G to support mobile internet growth and enhance service quality.
In terms of infrastructure, throughout 2024, we continued to enhance the services we provide through the deployment of the 4G/LTE network, and the deployment of fiber optics to connect homes with broadband, which also improved our fixed and data networks. The deployment of 4G/LTE reached a coverage of 97% of the urban population, and we achieved a coverage of 98% of the population in Argentina’s major cities. Our mobile network customers with access to our 4G network, according to the latest benchmark conducted by Ookla in December 2024, experience improved service quality, with average speeds of 78 Mbps compared to 35 Mbps in the same period of 2023. Additionally, approximately 77% of calls are made via VoLTE, a technology that enables voice calls over the 4G network with significant improvements in audio and video quality.
Furthermore, we continued deploying mobile site connectivity to achieve better quality and capacity, replacing radio links with high-capacity fiber optic connections. Lastly, we continued with the plan to connect remote and low-density areas through satellite backhaul.
See “Item 3—Key Information—Risk Factors—Risks Relating to Telecom and its Operations—We face substantial and increasing competition in the Argentine fixed and mobile telephony, cable television, internet and Fintech Services businesses”. We expect to finance our capital expenditures through cash generated from our operations, cash on hand and financing from third parties; therefore, our ability to fund these expenditures is dependent on, among other factors, our ability to generate sufficient funds from operations. Telecom’s ability to generate sufficient funds for capital expenditures is also dependent on its ability to increase its service prices, the increase of its operating costs due to inflation and the increase of the cost of imported materials in Peso terms as a result of the devaluation of the Peso/U.S. dollar.
Research and Development, Patents and Licenses, etc.
None.
Trend Information
We closed 2024 with significant achievements that strengthen our commitment to the development of the digital economy. Through our leadership in the ICT sector, we continue to connect people, communities, and businesses, boosting their digital experience with innovative solutions and a comprehensive ecosystem of services.
Throughout the year, Telecom strengthened the deployment of its fiber optic networks and expanded its 4G network coverage, delivering high-quality connectivity across the country. Furthermore, it reaffirmed its leadership in digital platforms, which continue to expand their user base, with services like Flow, a benchmark in entertainment, and the digital wallet Personal Pay, which continues to strengthen its position in the fintech industry.
On the other hand, Personal 5G continues its deployment of fifth-generation mobile sites across major cities in Argentina, cementing its role as the standard that will transform industries and open up new business opportunities. With a planned investment to meet the growing demand for this technology, Telecom reaffirms its role as a catalyst for innovation in an expanding digital ecosystem.
A significant development in 2024 was the repeal of Decree No. 690/20, which had restricted competition and the freedom to set prices in ICT services. This advancement not only enhanced predictability within the sector but also paved the way for new regulatory initiatives poised to further boost the ICT industry. We are confident in this new stage for the country, with a path of growth and economic expansion ahead that necessitates full digital development, driven by the simplification and modernization of regulations and tax schemes that favor private investment in the ICT industry.
Regionally, Telecom continues to expand its reach in Paraguay, Uruguay, and Chile, leveraging the platformization of services as a key business model. In this context, the Company leads the GSMA Open Gateway initiative in Argentina, which aims to standardize and monetize network assets. This project will enable the implementation of security solutions to accelerate the technological development of the entire region’s digital ecosystem.
Telecom not only drives the development of the digital economy but also works on sustainability initiatives such as energy efficiency and the circular economy, integrating these values into its operational model. This approach reflects its commitment to a sustainable future for both its customers and society at large.
Telecom reaffirms its financial strength and forward-looking approach, evolving from a traditional telecommunications company to a digital company with regional impact.
Looking ahead, we seek to continue leading the digital transformation in Argentina, connecting ideas, talent, and opportunities that enhance innovation and growth in an increasingly interconnected world.
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: February 10, 2026 | By: | /s/ Luis Fernando Rial Ubago | |
|
| Name: | Luis Fernando Rial Ubago |
|
| Title: | Responsible for Market Relations |