Report of Foreign Issuer (6-k)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of September 2017

 

Commission File Number: 001-14270

 

Nortel Inversora S.A.

(Translation of registrant’s name into English)

 

Nortel Investments S.A.

(Translation of registrant’s name into English)

 

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

 

 

Form 20-F

x

 

Form 40-F

o

 

 

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

 

 

Yes

o

 

No

x

 

 

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

 

 

Yes

o

 

No

x

 

 

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

 

 

Yes

o

 

No

x

 

 

 

 


 


Table of Contents

 

TABLE OF CONTENTS

 

Explanatory Note

 

ii

Presentation of Financial and Other Information

 

ii

Risk Factors

 

4

Regulatory Framework and Description of the Argentine Cable and Broadband Industries

 

11

Business Description

 

22

Annex A — Cablevisión Unaudited Financial Statements

 

A-1

Annex B — Cablevisión Audited Financial Statements

 

B-1

Annex C — Telecom’s Unaudited Pro Forma Consolidated Financial Information

 

C-1

 

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EXPLANATORY NOTE

 

On March 31, 2017, Nortel Inversora S.A. (“ Nortel ”) announced an agreement pursuant to which Telecom Argentina S.A. (“ Telecom ”), a company organized and existing under the laws of Argentina, will absorb Nortel, as well as Sofora Telecomunicaciones S.A. and Telecom Personal S.A., with Telecom as the surviving entity, in accordance with Argentine law (the “ Reorganization ”).

 

In addition, on June 30, 2017, Telecom announced an agreement to merge with Cablevisión S.A. (“ Cablevisión ”), a company organized and existing under the laws of Argentina, in accordance with Argentine law (the “ Merger ”). As of the date hereof, the Merger received the approval of the common shareholders of both Telecom and Cablevisión on August 31, 2017 and remains subject to customary closing conditions, including the approval of certain regulatory authorities.

 

In connection with the special meeting of holders of Nortel’s Series B Preferred Shares to be convened to consider, among other matters, the Reorganization, Nortel has requested from Telecom and Telecom has provided to Nortel: (i) supplementary information prepared by Cablevisión relating to its business and the industries in which it operates (“ Cablevisión Supplementary Information ”); (ii) Cablevisión’s consolidated condensed  interim financial statements as of June 30, 2017 and for the six-month periods ended June 30, 2017 and 2016 (“ Cablevisión Unaudited Financial Statements ”); (iii) Cablevisión’s consolidated financial statements as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 (“ Cablevisión Audited Financial Statements ”); and (iv) Telecom’s unaudited pro forma consolidated statement of financial position as of June 30, 2017 and Telecom’s unaudited pro forma consolidated statement of income for the six-month period ended June 30, 2017 and for the year ended December 31, 2016, in each case giving effect to the Merger (together, “ Telecom’s Unaudited Pro Forma Consolidated Financial Information ”).

 

This Form 6-K (the “ Report ”) contains the following: (i) the Cablevisión Supplementary Information, (ii) the Cablevisión Unaudited Financial Statements under Annex A, (iii) the Cablevisión Audited Financial Statements under Annex B and (iv) Telecom’s Unaudited Pro Forma Consolidated Financial Information under Annex C.

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

 

In this Report, except where the context otherwise requires or implies, “Cablevisión” is used to refer to Cablevisión S.A. and, when the context otherwise requires, its consolidated subsidiaries. References herein to “Pesos” or “Ps.” are to Argentine pesos and references to “U.S. Dollars” or “US$” are to United States dollars.

 

The Cablevisión Audited Financial Statements have been audited by Price Waterhouse & Co. S.R.L. The Cablevisión Unaudited Financial Statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting , as issued by the International Accounting Standards Board (IASB). The Cablevisión Audited Financial Statements have been prepared and presented in accordance with the International Financial Reporting Standards issued by the IASB.

 

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Caution Regarding Telecom’s Unaudited Pro Forma Consolidated Financial Information

 

Telecom’s unaudited pro forma consolidated statement of financial position assumes that the Merger was consummated on June 30, 2017 and Telecom’s unaudited pro forma consolidated income statements assume that the Merger was consummated on January 1, 2016.

 

Telecom’s Unaudited Pro Forma Consolidated Financial Information have been prepared using certain of Telecom’s and Cablevisión’s respective historical financial statements as more particularly described in the notes to Telecom’s Unaudited Pro Forma Consolidated Financial Information. Telecom’s Unaudited Pro Forma Consolidated Financial Information are not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected therein occurred on the dates indicated. Actual amounts recorded upon the finalization of the purchase price allocation under the Merger may differ from the amounts reflected in such Telecom’s Unaudited Pro Forma Consolidated Financial Information. Since Telecom’s Unaudited Pro Forma Consolidated Financial Information have been developed to retroactively show the effect of a transaction that occurred at a later date (even though this was accomplished by following generally accepted practice using reasonable assumptions), there are limitations inherent in the very nature of pro forma data. The data contained in Telecom’s Unaudited Pro Forma Consolidated Financial Information represents only a simulation of the potential financial impact of the Merger. The underlying assumptions for the pro forma adjustments provide a reasonable basis for presenting the significant financial effect directly attributable to the Merger. These pro forma adjustments are tentative and are based on currently available financial information and certain estimates and assumptions. The actual adjustments to Telecom’s consolidated financial statements will depend on a number of factors and additional information that will be available on or after the closing date of the Merger. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

 

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RISK FACTORS

 

Risks Related to Cablevisión’s Business

 

Substantially all of Cablevisión’s revenues are generated in Argentina and thus are highly dependent on economic and political conditions in Argentina.

 

Substantially all of Cablevisión’s assets and operations and subscribers are located in Argentina. Accordingly, Cablevisión’s financial condition and results of operations depend to a significant extent on macroeconomic, regulatory, social and political conditions prevailing in Argentina, including the level of growth, inflation rates, foreign exchange rates, interest rates and other local, regional and international events and conditions that may affect Argentina. Between 2007 and 2015, the government increased direct intervention in the Argentine economy, including through the implementation of expropriation measures, price controls, exchange controls and changes in laws and regulations affecting foreign trade and investment. See “—Government intervention may adversely affect the Argentine economy and, as a result, Cablevisión’s business and results of operations.” These measures had a material adverse effect on private sector entities, including Cablevisión. Cablevisión cannot assure you that similar measures will not be adopted by the current or future Argentine government or that economic, social and political developments in Argentina, over which Cablevisión has no control, will not have a material adverse effect on the Argentine economy and, in turn, adversely affect Cablevisión’s financial condition and results of operations.

 

Technological advances and replacement of Cablevisión’s equipment may require Cablevisión to make significant expenditures to maintain and improve the competitiveness of the services Cablevisión offers.

 

The cable and broadband industries are subject to significant changes in technology and the introduction of new products and services. Cablevisión cannot predict the effect of technological changes on its business. New services and technological advances are likely to offer additional opportunities to compete against Cablevisión on the basis of cost, quality or functionality. It may not be practicable or cost-effective for Cablevisión to replace or upgrade its installed technologies in response to its competitors’ actions. Responding to such change may require Cablevisión to devote substantial capital to the development, procurement or implementation of new technologies, and may depend on the final cost in local currency of imported technology and Cablevisión’s ability to obtain additional financing. No assurance can be given that Cablevisión will have the funds to make the capital expenditures to improve its systems, compete with others in the market or replace its equipment.

 

The media industry is a dynamic and evolving industry, and if it does not develop and expand as Cablevisión currently expects, Cablevisión’s business may suffer.

 

Cablevisión expects to derive an increasing amount of revenues from its cable television and Internet operations, but it may not do so if these non-traditional media operations do not develop and expand as it currently expects. The role of cable television in Argentina became increasingly important in the past. More recently, non-traditional technologies, including “Over -The-Top” services (which are services provided by a telecommunications provider through IP networks not necessarily owned by the provider, including communications, content and cloud-based offerings), such as Netflix or HBO, have come to play a larger role in the Argentine telecommunications industry. These companies take advantage of the deregulation of the sector to bring their services through third-party networks without paying

 

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any fee or right to use such networks. These technology and new services areas are in the early stages of development, and growth may be inhibited for a number of reasons, including:

 

·                   the cost of connectivity;

 

·                   concerns about security, reliability and privacy;

 

·                   unexpected changes in the regulatory framework;

 

·                   the appearance of technological innovations;

 

·                   the ease of use; and

 

·                   the quality of service.

 

Cablevisión’s business, financial condition and results of operations will be materially and adversely affected if these markets do not continue to grow or grow more slowly than Cablevisión anticipates.

 

In addition, unlike the Argentine cable television industry, which has traditionally comprised mainly companies located in Argentina, Cablevisión’s competitors may be based outside of Argentina and enjoy certain competitive advantages such as scale and access to financial resources on terms that are better than those available to Cablevisión.

 

Cablevisión may not be able to renew programming contracts on favorable terms.

 

Cablevisión purchases basic and premium programming from more than 50 programming suppliers. Several programming suppliers agreed to offer Cablevisión volume discount pricing structures because of Cablevisión’s growth and market share. Following Argentina’s economic crisis in 2002, Cablevisión renegotiated the terms of a majority of the respective programming contracts that had originally been denominated in U.S. Dollars to provide for Peso-denominated pricing formulas that were generally linked to the number of subscribers and eliminated minimum purchase requirements. As a result of the renegotiation, contract terms were generally shortened and pricing provisions were adjusted in order to transfer the benefit of increases in the monthly fee for basic cable television services to the programming companies. The new contracts also provided for automatic termination upon the occurrence of major macroeconomic disruptions. Cablevisión cannot ensure that Cablevisión will continue to be able to regularly negotiate renewals of Cablevisión’s programming contracts at current cost levels, particularly since many of Cablevisión’s suppliers have U.S. Dollar-based costs. Additionally, suppliers are expected to seek price increases as a reflection of improved economic conditions in Argentina. There can similarly be no assurances that Cablevisión will be able to obtain volume discounts in the future.

 

Cablevisión may not be able to renew some leases of the facilities for the installation of its cable system.

 

Cablevisión’s programming is distributed through wire networks installed in facilities leased from third parties, either through the lease of space on roofs or on utility poles. Cablevisión regularly renegotiates the renewal of its short-term lease contracts for the use of poles in different areas of the country in the ordinary course of business. If Cablevisión is not able to renew some of those lease contracts, Cablevisión’s operations in the relevant areas may be suspended if alternative third party facilities are not promptly obtained on a cost-efficient

 

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basis. Underground distribution of Cablevisión’s wire network would require additional governmental authorizations and significant capital expenditures that Cablevisión may not be able to afford or that Cablevisión may be restricted from making pursuant to the terms and conditions of its indebtedness and its existing covenants. There can be no assurance that such renewals of lease contracts will be granted.

 

Cablevisión may not be in compliance with local ordinances.

 

Cablevisión was initially required to bring its cable systems fully into compliance with municipal regulations prohibiting above-ground cables in Mar del Plata by November 2001, although pursuant to a modification in municipal regulations in February 2005, the deadline was extended to December 2007. Cablevisión will seek to continue to upgrade its existing cable systems, including any network upgrades or modifications required by regulatory or local authorities, if Cablevisión has sufficient cash flow and financing is available at commercially attractive rates. The applicable regulation provides that certain penalties may be imposed, including the suspension of the right to use the air space; however the city generally has not imposed penalties on non-compliant cable systems. As of the date of this Report, no fines have been imposed in relation to this matter.

 

If the constitutionality of Resolution No. 50 is upheld, it could have a material adverse impact on Cablevisión.

 

Pursuant to Resolution No. 50, the Secretariat of Domestic Commerce ( Secretaría de Comercio Interior , or “SCI”) imposed certain restrictions on providers of cable television services including the application of a mandatory formula to calculate the monthly subscription fees that they may charge. However, pursuant to the decision rendered by the Federal Appeals Court of Mar Del Plata ( Cámara Federal de Apelaciones de Mar del Plata ) in “LA CAPITAL CABLE S.A. c/ Ministerio de Economía-Secretaría de Comercio Interior de la Nación”, the application of Resolution No. 50 has been enjoined by the issuance of an injunction in favor of all cable television licensees represented by the Argentine Cable Television Association (including Cablevisión) pending judgment as to the constitutionality of Resolution No. 50 and the applicable legal framework created by it. As of the date of this Report, Cablevisión cannot determine the impact on its financial condition that would result from the application of the formula imposed by Resolution No. 50. Cablevisión can give no assurances that the court will declare Resolution No. 50 unconstitutional. If the legality of Resolution No. 50 is upheld, the adverse impact on Cablevisión’s financial condition and results of operations would be material, as Cablevisión would be forced to comply with Resolution No. 50 and calculate its monthly cable television subscription fees based on the parameters of the formula set forth under Resolution No. 50.

 

Cablevisión’s revenues may be adversely affected by an increase in its churn rates.

 

Cablevisión’s revenues depend partially on its ability to retain customers by limiting its churn rates. The churn rate is determined by calculating the total number of disconnected customers over a given period as a percentage of the initial number of customers for the same period. Cablevisión seeks to enforce a strict disconnection policy, which provides for the disconnection of cable television services after a three-month period of non-payment and delivery of a notice of disconnection. With respect to broadband, Cablevisión disconnects its services after a two-month period of non-payment and delivery of a corresponding notice of disconnection. During the six-month period ended June 30, 2017, Cablevisión’s cable customer churn rate was 14.9% and its broadband customer churn rate was 17.0%. To

 

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minimize Cablevisión’s annual churn rates, Cablevisión pursues a vigorous customer service and retention policy. Any substantial increase in Cablevisión’s churn rates may have a material adverse effect on Cablevisión’s revenues and results of operations.

 

The majority of Cablevisión’s workforce is unionized and Cablevisión may be subject to organized labor action, including work stoppages and litigation.

 

As of June 30, 2017, approximately 71.6% of Cablevisión’s employees were unionized. Tensions with the unions in the future may result in strikes or litigation, which could have a substantial adverse effect on Cablevisión’s business and results of operations.

 

Risks Related to Cablevisión’s Industry

 

Cablevisión faces substantial and increasing competition in the Argentine cable television and data cable transmission industry.

 

The cable television and data transmission business in Argentina is very competitive. Cable operators are not given exclusive territorial broadcasting licenses and Argentina’s two regional telephone companies are allowed to provide data transmission services. Competition from the regional telephone companies in data transmission could exert downward pressure on prices, lowering Cablevisión’s revenue per Internet subscriber.

 

Cablevisión competes with other cable television operators that have built networks in the areas in which Cablevisión operates, providers of other pay television services, including direct broadcasting, direct-to-home satellite and multi-channel multi-point distribution system services, licensed suppliers of basic telephone services and cooperative entities providing utility services and also with free broadcasting services which are currently available to the Argentine population in certain areas from four privately-owned television networks and their local affiliates and one state-owned national public television network. Cablevisión expects competition to increase in the future due to a number of factors, including the development of new technologies.

 

Technological innovation relating to cable transmission of cable television and data increases the level of competition that Cablevisión faces and requires Cablevisión to make frequent investments to develop new and innovative programming services and products to attract and retain cable television subscribers. Cablevisión cannot assure you that it will be able to make investments necessary to remain competitive, or that it will be able to attract new subscribers and retain Cablevisión’s current subscribers. A substantial loss of Cablevisión’s subscribers to competitors would have a material adverse effect on Cablevisión’s results of operations.

 

Cablevisión also faces competition from other broadband service providers, including large competitors associated with Argentine’s  regional telephone companies that provide fixed telephony services in the country. Certain competitors of Cablevisión have well-established name recognition, larger customer bases, and significant financial, technical and marketing resources. This may allow them to devote greater resources than Cablevisión does to the development and promotion of their business. These competitors may also engage in more extensive research and development, adopt more aggressive pricing policies and make more attractive offers to advertisers.  Competitors may develop products and services that are equal or superior to those Cablevisión offers or that achieve greater market acceptance. As a result, competition may have a material adverse effect on Cablevisión’s operations.

 

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Cablevisión cannot assure you that it will expand broadband service to other areas or continue to provide broadband service in the areas in which it is currently offered, or that it will be able to compete successfully with other broadband providers.

 

Cablevisión faces substantial and increasing competition in the Argentine mobile services industry.

 

Cablevisión now faces highly consolidated competitors in the mobile services market with high penetration rates. Well-established regional mobile telephone companies such as Telefónica de Argentina S.A. and América Móvil, have significant financial, technical and marketing resources. Thus, these companies may be able to devote more resources to develop and promote their business through the adoption of more aggressive commercial promotions in order to attract new mobile services customers or retain existing ones. Cablevisión expects competition to increase in the future due to a number of factors, including the development of new technologies. Technological innovation relating to mobile services will require Cablevisión to make frequent investments to remain competitive. However, Cablevisión cannot assure you that it will be able to make the investments necessary to remain competitive, or that it will be able to attract new customers and win subscribers away from its competitors. The inability to retain or attract customers could have a material adverse effect on Cablevisión’s business, financial condition and results of operations. Following the Merger, Cablevisión’s mobile services operations will be combined with Telecom’s mobile telephone company, Telecom Personal S.A.

 

Cablevisión’s revenues are cyclical and depend upon the condition of the Argentine economy.

 

Revenues generated by Cablevisión’s cable television and internet access operations have proven cyclical and depend on general economic conditions. In the past, a general economic downturn in Argentina has had, and would be expected to have in the future, a negative effect on Cablevisión’s revenues and a material adverse effect on Cablevisión’s results of operations. Historically, increases in losses of cable television subscribers have corresponded with general economic downturns and regional and local economic recessions. In particular, the 2001-2002 Argentine economic crisis had a material adverse effect on Cablevisión’s cable television revenues. Moreover, most of Cablevisión’s revenues are denominated in Pesos, exposing Cablevisión to risks related with fluctuations in the value of the Peso.

 

Cablevisión may become subject to burdensome government regulations and legal uncertainties affecting its Internet/digital content services which could adversely affect its operations.

 

Cablevisión’s activities are subject to risks associated with the adoption and implementation of governmental regulations that reflect changing governmental policies over time. After the deregulation of Argentina’s telecommunications and media industries in 1990, the Broadcasting Law (as defined below), the Digital Argentina Law and their implementing regulations have been amended on a number of occasions, modifying requirements to hold or transfer broadcasting licenses. In addition, Cablevisión is subject to the regulations of certain other governmental entities, including the SCI, which has issued resolutions requiring Argentine cable television operators to apply a formula to calculate their customers’ monthly subscription prices. See “—If the constitutionality of Resolution No. 50 is upheld, it could have a material adverse impact on Cablevisión” . Although Cablevisión has contested such SCI regulations, Cablevisión can offer no assurances that Cablevisión will not be subject to

 

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similar regulations in the future, which could force it to modify the prices of its subscription services and have a material adverse effect on the revenues generated by its core businesses.

 

New regulations may be adopted to limit Cablevisión’s ability to operate or to permit new competitors to enter the cable television industry.

 

Cablevisión may also be subject to additional and unanticipated governmental regulations in the future.

 

Restrictive covenants in the indentures of existing notes issued by Cablevisión may restrict Cablevisión’s ability to pursue its business strategies.

 

The indentures governing Cablevisión’s existing notes contain a number of restrictive covenants that impose significant operating and financial restrictions on Cablevisión and may limit its ability to engage in acts that may be in its long-term best interests. These agreements governing Cablevisión’s indebtedness include covenants restricting, among other things, Cablevisión’s ability to:

 

·                   incur or guarantee additional debt;

 

·                   pay dividends or make distributions on its capital stock or redeem, repurchase or retire its capital stock or any future subordinated debt;

 

·                   make certain investments;

 

·                   create liens on its assets to secure debt;

 

·                   create restrictions on the ability of its subsidiaries to pay dividends or make loans or other distributions to it;

 

·                   enter into transactions with affiliates;

 

·                   merge or consolidate with another person or sell or otherwise dispose of all or substantially all of its assets;

 

·                   sell assets, including capital stock of its subsidiaries; and

 

·                   designate its subsidiaries as unrestricted subsidiaries.

 

A breach of any covenant contained in the indentures governing Cablevisión’s notes or the agreements governing any of Cablevisión’s other indebtedness could result in a default under those agreements. If any such default occurs, the holders of such indebtedness may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. If any of Cablevisión’s debt, including its notes, were to be accelerated, Cablevisión’s assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.

 

Pursuant to the preliminary merger agreement between Cablevisión and Telecom in connection with the Merger, Cablevisión will call a meeting of holders of its existing notes at which Cablevisión will request the approval of the holders of the existing notes to modify the terms of indenture such that the restrictions under the indenture: (i) will not be transferred to Telecom with respect to the total distribution of the realized and liquid earnings of Telecom

 

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as of the date of the Merger and (ii) following the effective date of the Merger, will only apply to Telecom Argentina on the same terms existing in the financial obligations of Telecom. In addition, Cablevision has agreed to not become subject to any additional contractual restrictions concerning the distribution of dividends that could be transferred to Telecom in connection with the Merger.

 

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REGULATORY FRAMEWORK AND DESCRIPTION OF THE ARGENTINE CABLE AND BROADBAND INDUSTRIES

 

General

 

As of December 31, 2016, it was estimated that Argentina had a total population of approximately 40.3 million, with an estimated 11.5 million households. Argentina is the largest and most developed cable television and data cable transmission market in Latin America. As of December 31, 2016, it had penetration of paid television services of around 79%, while broadband internet penetration reached 61%. Cable systems serve nearly 67% of Argentine pay television subscribers, while approximately 33% of Argentine pay subscribers are served by MMDS, multi-channel multi-point distribution systems, ultra high frequency spectrums and DTH, direct-to-home satellite.

 

Cable Systems

 

A cable system can be defined as a broadband network employing radio frequency transmission that utilizes coaxial and/or fiber optic cables as a means to transmit multiple channels carrying image, sound and data information between a central facility and individual subscribers. A cable system consists of three major parts:

 

·                   A headend, which is a collection of hardware that typically includes one or more satellite dishes, satellite receivers, modulators, amplifiers and videocassette playback machines. The headend amplifies, processes and feeds the signals that are sent via the distribution network.

 

·                   A distribution network, which consists of fiber optic trunk lines, coaxial network cables, network amplifiers and passive wires related to subscribers. These carry the signals from the headend towards the areas where subscribers and potential subscribers are located. Lastly, there is the “domestic installation,” where the rush cable connects the network signal deriver with the subscriber’s television receiver or cable modem.

 

·                   The home terminal, which allows an individual subscriber to receive the cable signal (whether television or cable modem).

 

The evolution of fiber optic technology in the last few years has increased the use of this technology as part of the trunk network or backbone of cable television networks. Fiber optics have a number of advantages over coaxial cable, including the following:

 

·                   greater capacity;

 

·                   resistance to electrical interference;

 

·                   greater reliability; and

 

·                   cost reduction due to the elimination of amplifying equipment.

 

Fiber optic systems require less maintenance which, in turn, results in lower operational costs. Most fiber optic networks are constructed with a bandwidth capacity of up to 1 GHz. Such networks can generally transmit up to 110 analogical and over 500 digital channels.

 

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Additionally, these systems may transmit improved cable television services by means of analogical or digital decoders and provide access to broadband Internet through two-way, high-speed cable modems. Video digital decoders allow subscribers to communicate with a computer at a central headend so that the system may respond directly to each subscriber’s programming requirements. The current digital decoder technology allows the cable operator to improve capacity, lower capacity or disconnect the connection of each subscriber. It also allows the operator to offer “pay-per-view” services and video on demand (in the case of digital decoders).

 

Multipoint Distribution Service (“MMDS”)

 

MMDS, often referred to as wireless cable, is a pay television distribution technology based on a microwave transmission system that operates from a headend, consisting of a satellite receiver or other subsystem used for the reception and retransmission of signals. Programming is then transmitted by microwave transmitters from an antenna located on a tower or on top of a building to a small receiving antenna located at a subscriber’s premises, where the encoded microwave signals are decoded. Although establishing an MMDS network is less capital intensive than constructing a cable television network, Cablevisión believes that cable television has competitive advantages over MMDS:

 

·                   MMDS transmissions cannot be received in “shadowed” areas where microwave transmission is blocked by terrain, buildings or other physical objects. In some cases, however, signal blockages may be overcome through the use of low-power signal repeaters that retransmit an otherwise blocked signal over a limited area;

 

·                   MMDS has limited channel capacity, lower reliability and lower quality of signal; and

 

·                   generally, the installation of an MMDS client requires more sophisticated manpower and more expensive equipment than that required for a traditional cable television installation without a decoder.

 

As of December 31, 2016, there were approximately 6 (six) MMDS operators serving approximately 94,000 subscribers in Argentina.

 

Direct to Home (“DTH”)

 

DTH systems (also known as Direct Broadcasting Systems) systems use high power satellites to deliver signals to antennae located in homes, hotels and apartment buildings. In comparison to MMDS signals that are locally transmitted, a DTH satellite footprint can cover large land areas. High frequency Ku-Band DTH technology permits the use of a smaller satellite receiver dish of 60 centimeters, offers more channels and better picture quality than C-Band DTH technology. DTH service in Argentina is regulated by the Media Law.

 

At present, only two (2) companies, Red Intercable Satelital S.A. (“INTV”) and DirecTV, provide DTH services in Argentina. DirecTV has increased its subscribers base in Argentina from 636 thousand in 2007 to 2.8 million subscribers as of December 31, 2016.

 

DTH service may continue to grow in Argentina, especially in rural areas, as no cable networks are available. Although Cablevisión believes that cable television has advantages over DTH, as cable television does not require its subscriber to bear the upfront cost of purchasing a dish and related hardware necessary for DTH, Cablevisión cannot assure you that DTH will not increase its market share in Argentina’s pay television market.

 

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Over-the-Air (“OTA”) and Ultra High Frequency (“UHF”)

 

There are a limited number of radio transmission stations in Argentina, all of which are located in Buenos Aires. Due to the limited reach of air frequencies, the radio transmission stations compete with cable television providers mainly in the AMBA Region.

 

UHF systems broadcast programming across airwaves with codified frequencies to subscribers who have obtained a signal decoder. Due to the limited reach of UHF frequencies available for broadcasting, UHF systems offer very few signals.

 

History and Development of the Argentine Cable and Broadband Market

 

Cable television in Argentina originated in the 1960s when community antenna systems were built to retransmit television service, from Buenos Aires to the country’s interior. The Argentine government, acting through the Comité Federal de Radiodifusión (“COMFER”), granted non-exclusive licenses to provide cable service in defined geographic areas which resulted in the development of a highly fragmented industry with over 2,000 operators. The non-exclusive licensing system has also resulted in overlapping cable service areas, particularly in large markets such as the City of Buenos Aires, the metropolitan Buenos Aires area and the province of Buenos Aires.

 

Beginning in 1993, in an effort to gain market share in the AMBA Region, the then-existing MSOs began to compete aggressively for subscribers, offering incentives that included lower basic service rates, free activation and nine months of free basic service, leading both to increased subscriptions and high subscriber termination rates as subscribers switched from one operator to another. Around the same time, the Argentine cable industry entered into a consolidation phase, which significantly reduced the number of cable operators. During this period, Cablevisión and Multicanal S.A. (an entity that was merged into Cablevisión as of October 1, 2008, “Multicanal”) made various acquisitions, including the acquisition in 1997 of 100% of the shares of the VCC Group, the second largest MSO at the time.

 

Since 1998, Cablevisión has also carried out several acquisitions and corporate reorganizations, the most significant of which were its acquisitions of Multicanal and Teledigital in September 2006 and Nextel in January 2016.

 

As of June 30, 2017, there were approximately 7.2 million subscribers of broadband Internet access services in Argentina. According to International Data Corporation (IDC), Dataxis and Cablevisión’s estimates, the Fibertel brand accounts for 31% of the market, measured in terms of number of subscribers. Speedy, of Grupo Telefónica, had a market share of 24%. Arnet, of Grupo Telecom, had a 24% market share. The remaining 21% was distributed among over 26 other broadband providers countrywide.

 

Cablevisión’s Fibertel brand not only competes directly with other broadband Internet service providers, but also with ADSL technologies. Telefónica de Argentina S.A. and Telecom Argentina S.A. both offer their ADSL services through third-party providers that market their products jointly with Argentina’s two telephone companies, thereby increasing their distribution, communications and sales channels. Additionally, though in lower numbers, wireless technologies have captured a portion of the demand for Internet access.

 

Cablevisión’s Fibertel brand concentrates its subscriber base in the AMBA Region, where approximately 54% of its subscribers are located and where it holds a market share of approximately 44% as of December 31, 2016.

 

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Regulatory Overview

 

The regulatory framework applicable to the services that Cablevisión provides in Argentina has recently undergone certain changes. The telecommunications services Cablevisión provides are principally regulated by the Digital Argentina Law and Decree No. 267 and are subject to the supervision of ENACOM, an autarchic and decentralized entity under the jurisdiction of the Argentine Communications Ministry.

 

The Broadcasting Law

 

Cablevisión is currently the holder of licenses for the provision of subscription cable television services by physical and radio electric link that were granted pursuant to the Broadcasting Law. Under the Broadcasting Law, any company that intended to provide cable television services in Argentina was previously required to obtain a non-exclusive license issued by COMFER, the enforcement authority established by the Broadcasting Law. Such companies were also required to obtain certain authorizations, including authorization by municipal agencies for some services.

 

The issuance of a license under the Broadcasting Law enables the licensee to offer subscription cable television services within a specific area, and this license period may be extended through an extension request.

 

Moreover, the Broadcasting Law provided for a multiple license regime that did not limit the provision of subscription cable television services in different areas.

 

Under the Broadcasting Law, licenses were granted for an initial period of 15 years and contemplated the possibility of a one-time extension for an additional period of 10 years, subject to COMFER’s approval. Cablevisión and its subsidiaries currently hold licenses granted by COMFER under the Broadcasting Law, some of which had been extended for an additional 10 years.

 

On May 24, 2005, Decree No. 527/05 suspended the terms of broadcasting licenses and their extensions for 10 years. The original terms of the licenses were automatically resumed upon expiration of the suspension term, subject to certain conditions. Companies seeking to benefit from the 10-year extension were required to submit proposals subject to COMFER’s approval. Cablevisión submitted these proposals, which were authorized by COMFER on February 25, 2008, thereby suspending for 10 years the term of the licenses originally awarded to it, as well as the terms of the licenses to which Cablevisión became the universal successor.

 

The Media Law

 

The Media Law was enacted on October 10, 2009, and became effective on October 19, 2009.

 

The Media Law provided for the replacement of COMFER with the AFSCA, a decentralized and autarchic agency under the jurisdiction of the national executive branch, which was vested with the authority to enforce the Media Law.

 

The Media Law, among other things:

 

·                   introduced a new scheme for granting and reviewing licenses over which the National executive branch had broad discretion;

 

·                   set a 10-year limitation on the terms of the licenses, with a one-time non-renewable extension;

 

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·                   provided that authorizations and licenses became non-transferrable;

 

·                   established a new regulatory framework for signals, production companies and advertising agencies, including registration requirements;

 

·                   created a multiple license scheme that (i) restricted to a maximum of 10 the number of audiovisual communication service licenses, plus a single broadcasting signal for radio, broadcast TV and subscription cable television services that used the radio spectrum; (ii) restricted the licensing of subscription broadcasting services rendered through a physical link (cable), limiting the number of licenses to a maximum of 24; (iii) set forth further restrictions regarding the provision of these services, which could not be provided to more than 35% of all inhabitants or subscribers nationwide; (iv) prohibited the simultaneous exploitation of a broadcast TV signal and a cable television signal in the same area; and (v) established that broadcast TV networks could only own one cable television signal. TV networks could only own the so-called “local channel,” which was mandatory for every license; and

 

·                   imposed mandatory quotas for certain types of content.

 

The Media Law also retroactively required holders of current broadcasting licenses that were acquired rights under the Broadcasting Law to conform to the Media Law within the term of one year.

 

Grupo Clarín, its main subsidiaries, and Cablevisión, initiated legal proceedings that resulted in the suspension of certain provisions of the Media Law that imposed mandatory divestments with respect to Grupo Clarín, Cablevisión and other subsidiaries, until a final decision was rendered with regards to the constitutionality of such disputed sections. On October 29, 2013, the Supreme Court of Argentina dismissed the claim, thus confirming the constitutionality of the challenged sections. Grupo Clarín submitted a proposal to adopt measures designed to comply with the Media Law that was initially accepted but subsequently disputed by the AFSCA and was the subject of litigation until January 2016, when Decree No. 267 was enacted, repealing provisions of the Media Law and rendering the litigation moot.

 

Digital Argentina Law

 

In December 2014, the Argentine Congress enacted the Digital Argentina Law, partially repealing Law No. 19,798 (the “National Telecommunications Law”). The Digital Argentina Law conditions the effectiveness of Decree No. 764/00, which deregulated the telecommunications market, to the enactment of four new sets of rules that will govern the license, interconnection, universal service and radio-electric spectrum regimes.

 

The Digital Argentina Law establishes a single country-wide license scheme and the individual registration of the services to be rendered, renaming former telecommunication services as Information and Communications Technology Services (“TIC Services”). The Digital Argentina Law does not, however, alter, the scope of the licenses originally granted to Cablevisión and its subsidiaries.

 

The Digital Argentina Law contemplates a license called “ Licencia Única Argentina Digital, ” which allows licensees to render any telecommunication services to the public, whether fixed or mobile, wired or wireless, national or international. Cablevisión and its subsidiaries are authorized by Secom to render the following services: data transmission, paging, videoconference, community retransmission, transport of broadcast signals, value-added,

 

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radio-electric trunking, internet access, public telephony, local telephony and national and international long-distance telephony.

 

Pursuant to the Digital Argentina Law, a new enforcement authority was created under the jurisdiction of the executive branch: the Information and Communications Technology Federal Enforcement Authority (“AFTIC”).

 

As of the date of this Report, the regulation of certain aspects of the Digital Argentina Law are still pending, thus the economic and operational effects that these regulations might have on Cablevisión’s operations remain uncertain.

 

Decree No. 267

 

The National Communications Agency, or ENACOM, a decentralized and autarchic agency under the jurisdiction of the Ministry of Communications, was created by Decree No. 267 as the enforcement authority under the Media Law and the Digital Argentina Law. ENACOM has the same powers as those of AFSCA and AFTIC under the Media Law and the AFTIC under the Media Law and the Digital Argentina Law.

 

Decree No. 267 repealed Section 161 of the Media Law, which established conditions for ownership and limited the number of licenses that a single licensee could hold, and amended Section 45 of the Media Law.

 

Under the new regulatory framework, the licenses granted to Cablevisión and its subsidiaries under the Broadcasting Law and the Media Law are now called “registrations” for the exploitation of physical link and radio-electric link subscription cable television services of a Licencia Única Argentina Digital .

 

The only license Cablevisión holds which could be considered to be subject to the Media Law is the registered title of the signal METRO, a signal that is broadcasted through other services and therefore has a registration number issued by ENACOM that must be renewed on an annual basis.

 

Among other provisions, Decree No. 267 eliminates:

 

·                   the inability to offer in the same location broadcast television services and subscription cable television services. Subscription cable television services exploited through a physical link or radio-electric link are considered to be TIC services and are subject to the Digital Argentina Law;

 

·                   the limit of 10 licenses for radio-electric link subscription cable television services and 24 licenses for physical link subscription cable television services imposed by the Media Law, which as from January 4, 2016, are considered to be TIC services;

 

·                   the 35% of all subscribers limit imposed by the Media Law;

 

As a result of the inclusion of physical link and radio-electric link subscription cable television services within the framework of the Digital Argentina Law:

 

·                   these services no longer fall within article 45 of the Media Law, which sets forth the new multiple license regime for audiovisual communication services;

 

·                   the registration of physical link subscription cable television services is no longer limited to a specific territorial area. Radio-electric link subscription television

 

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services, on the other hand, is subject to a specific territorial area as a result of the spectrum assigned for the provision of such services;

 

·                   Both registrations for physical link subscription cable television services and for radio-electric link subscription cable television services are no longer subject to expiration. However, the portions of the spectrum allocated to render radio-electric link subscription cable television services do expire. The duration of such services shall be the longest of the term provided under the original title and a period of 10 years counted as of January 1, 2016.

 

Pursuant to Decree No. 267, providers of basic telephone services whose licenses were granted under the terms of Decree No. 62/90 and paragraphs 1 and 2 of Section 5 of Decree No. 264/98, as well as mobile telephone service providers whose licenses were granted pursuant to the list of bidding conditions approved by Resolution No. 575/93 of the then Ministry of Economy and Public Works and Services and ratified by Decree No. 1,461/93, shall be able to provide subscription broadcasting services by means of physical or radio-electric link following the expiration of a term of two years commencing on January 1, 2016. Such term may be extended for an additional year at the discretion of ENACOM. Decree No. 267 was approved by the Argentine Congress on April 6, 2016 and is currently in full force and effect.

 

In spite of the fact that Registrations are no longer granted for a specific area, Cablevisión has complied with the procedure set forth in ENACOM Resolution No. 427/16 and disclosed via internet ( aplicativo web) the geographical location of its services, indicating the original coverage area, the complementary territorial units and/or the extensions in which it is currently providing services.

 

Certain of Cablevisión’s historic equity transfers and transfers of licenses were not previously approved by the COMFER and the AFSCA. ENACOM however, issued Resolution No. 427/2016 establishing that licensees that do not hold a license for the same type of service and have not already obtained a ruling recognizing their request to extend the license will be required to ratify such extension request. Although some of the entities in which Cablevisión holds a minority stake have already completed the ratification procedure, Cablevisión will not be required to file a ratification request with ENACOM, as its licenses remain valid.

 

Pursuant to Decree No. 267 and ENACOM Resolution 427/16, all transfers of broadcasting and TIC Services licenses are subject to the subsequent approval of ENACOM, which may be expressly granted or deemed approved if ENACOM does not make any official observation within 90 days from the effectiveness of the transfer. The transfer of licenses or shares without the approval of ENACOM is subject to revocation.

 

Pursuant to ENACOM Resolution No. 1,394/16 (“Resolution 1,394”), which approved the general regulation of broadcasting services subscription by physical and/or radio link, Cablevisión and its subsidiaries that have purchased bidding forms to apply for a license extension have requested an authorization for the specific coverage area.

 

Finally, in order to enhance the convergence of networks and services on competitive conditions, promote the deployment of next generation networks, and the penetration of broadband internet access services across Argentina, the Executive Branch issued decree 1,340/16 on December 30, 2016. Among other things, Decree 1,340/16:

 

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·                   provides for a fifteen-year protection for last mile fixed “next generation” networks for broadband services that may be deployed by the licensees of TIC services, with respect to the rules for open access to broadband services that may be issued;

 

·                   orders the issuance of a series of regulations for the following purposes:

 

·                   the calling of a public bid for the allocation of new frequency bands for mobile services.

 

·                   to ensure the re-allocation of radio-electric spectrum frequencies that include economic compensation and shared use with frequencies previously allocated to other services, and to allocate such frequencies to providers of TIC Services that request to reuse them to render mobile services or fixed wireless services with “long term evolution” or higher technologies; and

 

·                   to allocate radio-electric spectrum frequencies on demand, while establishing compensations, deployment and coverage obligations with respect to current local or regional providers of TIC services and on the current providers of mobile communication services;

 

·                   sets forth that the persons restricted under Decree No. 267/15 from rendering physical or radio-electric link subscription television services may request the corresponding registration and begin to provide those services in certain areas commencing in January 1, 2018;

 

·                   recognizes that the holders of satellite link subscription television services licenses that as of December 29, 2015 rendered TIC services may maintain the ownership of both services; and

 

·                   orders the Ministry of Communications to guarantee the interconnection principles provided under the applicable legal framework in order to ensure the impartiality, non-discrimination and fair competition among providers of mobile services, restricting the possibility of delaying or hindering the technical, interconnection, operational or any other conditions that may create barriers for other providers to enter the market.

 

ENACOM decisions regarding Cablevisión

 

During 2016, and as of the date of this Report, the ENACOM has decided:

 

·                   that Cablevisión and its subsidiaries comply with the limits related to the multiplicity of licenses established under Section 45 of Law No. 26,522, and that the proposal submitted by Cablevisión and its subsidiaries under the Media Law in order to conform to its requirements shall be deemed concluded and filed;

 

·                   to revoke Resolutions issued by the AFSCA that had ordered the ex-officio divestiture procedure of Cablevisión, and the resolutions issued by the COMFER withholding the approval of the merger between Cablevisión and Multicanal. S.A.;

 

·                   to authorize the transfer of ownership of the Exclusive Telecommunication Service License that had been granted to Fibertel S.A., in favor of Cablevisión S.A. under the merger process effective as of April 1, 2003 (ENACOM Resolution No. 1,359/16);

 

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·                   to authorize the change of control in Nextel in favor of Cablevisión S.A.;

 

·                   to authorize the extensions for a term of 10 years as of date of the original expiration of the authorizations for the use of certain frequencies that had been previously dismissed and revoked by ENACOM;

 

·                   to authorize the transfer of control in favor of Nextel of the following licensees of TIC services: Fibercomm S.A, Trixco S.A., Callbi S.A., Infotel S.A, Skyonline de Argentina S.A., Netizen S.A. and Eritown Corporation Argentina S.A. (ENACOM Resolution No. 111/2017);

 

·                   to order the use of the 905-915 MHz and 950-960 MHz frequency bands to render advanced mobile communication services (ENACOM Resolution No. 1,033/2017);

 

·                   to order the use of the 2500-2690 MHz frequency bands to render advanced mobile communication Services, in addition to the current services where possible (ENACOM Resolution No. 1,034/2017):

 

·                   to approve the project for “Refarming with Economic Compensation”, filed by Nextel to provide advanced mobile communication services, and to register Nextel as a provider of advanced mobile communication services in the registry of services; and

 

·                   to register Nextel as provider of advanced mobile communication services in the registry of services and to authorize the use of certain advanced mobile communications services frequencies by Nextel.

 

The current regulatory framework and the authorizations obtained by Cablevisión and its subsidiaries enable the growth and consolidation of Cablevisión as a quadruple play operator.

 

Programming Grid

 

AFSCA Resolution No. 296/2010 set guidelines for the organization of the programming grid applicable to owners of cable television services and regulated Section 65 of the Media Law.

 

In spite of Cablevisión’s intentions to organize its programming grids in accordance with the Media Law, the AFSCA initiated multiple proceedings claiming that Cablevisión had failed to comply with Resolution No. 296/2010. Although Cablevisión has responded to such actions, fines were imposed in certain of the proceedings. As of the date of this Report, many of the decisions imposing such fines have been appealed.

 

On December 23, 2013, Cablevisión filed new programming grid with the AFSCA, which contemplated both a digital and an analog system.

 

Pursuant to Section 7 of Decree No. 267, all physical link and radio electric link cable television services are governed by the Digital Argentina Law. Therefore, Cablevisión is no longer subject to Section 65 of the Media Law and its implementing regulations.

 

Notwithstanding the foregoing, ENACOM Resolution 1394 states that providers of cable television services, whether through physical link or radio link, must comply with certain requirements relating to their programming grids.

 

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In accordance with Section 7 of Decree No. 267, all physical link and radio electric link cable television services are governed by the Digital Argentina Law. Thus, Cablevisión and its subsidiaries are no longer subject to Section 65 of the Media Law.

 

Under the general rules approved by ENACOM through Resolution No. 1,394/16, providers for both physical link and radio-electric link services must guarantee compliance with a programming grid within a certain coverage area.

 

Contents

 

Since November 1, 2002, the successive administrative regulatory agencies (COMFER, AFSCA and ENACOM) have initiated proceedings against Cablevisión based on alleged violations of broadcast content regulations. As of the date of this Report, 55% of the fines imposed pursuant to such administrative proceedings have been discharged, 41% have been submitted to the payment system contemplated in Resolution 661/12, and the remaining 4% of the decisions imposing fines have been appealed and have not yet been decided. Cablevisión considers the aggregate amount of these fines to be immaterial.

 

Contributions to the Universal Service Fund, Radiofrequencies Fees, Control, Verifications and Supervision Fees and Broadcasting Fees

 

As of the date of this Report, Cablevisión has complied with all of its obligations and payments arising from the universal service fund, the control rates, the verification and supervision fee and the payment of the broadcasting tax. Cablevisión was prevented from complying with these payment obligations while its Fibertel license was being challenged, but resumed such payments as soon as this challenge was declared null. The sums not paid during this period have been included in the Cablevisión Audited Financial Statements and the Cablevisión Unaudited Financial Statements.

 

However, pursuant to Section 21 of Decree 267 and until a new law is enacted consolidating the regime contemplated in laws No. 26,522 and the Digital Argentina Law, the physical link and radio-electric link subscription cable television services exploited by Cablevisión and its subsidiaries will continue to be solely subject to the fee regime contemplated under Law No. 26,522, and thus Cablevisión and its subsidiaries are exempt from the payment of 1% of their revenues and of the “control, oversight, and verification” fee provided under Sections 22 and 49 of the Digital Argentina Law.

 

The Uruguayan Audiovisual Communications Law

 

The Uruguayan Audiovisual Communications Law No. 19,307 (the “Uruguayan Audiovisual Law”) was published in the Official Gazette of Uruguay on January 14, 2015, and regulates the provision of radio, television and other audiovisual communication services. Although the executive branch was required by Section 202 of the Uruguayan Audiovisual Law to issue the corresponding regulations relating to this law within 120 days of its publication in the Official Gazette, as of the date of this Report the executive branch has only issued Decree No. 45/15, which provides for the implementation of only some of its provisions.

 

Among other things, the Uruguayan Audiovisual Law provides that:

 

·                   licenses for the use and assignment of the radio electric spectrum of non-satellite audiovisual communication services are valid for 15 years and can be renewed for additional 10-year periods subject to compliance with certain requirements;

 

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·                   both individuals and legal entities are prohibited from being the sole or joint owners of more than six permits or licenses for the sale of television services to subscribers in Uruguay. If any such permits or licenses include the department of Montevideo, the limit is reduced from six to three;

 

·                   any individual or legal entity that owned more than the permitted number of permits or licenses as of the date of effectiveness of the Uruguayan Audiovisual Law must transfer any permits or licenses in excess of such limit within four years of the effectiveness of the Uruguayan Audiovisual Law; and

 

·                   providers of television services cannot offer phone or data transmission services in Uruguay.

 

As of the date of this Report, Cablevisión’s Uruguayan subsidiary Adesol is analyzing the potential consequences that the Uruguay Audiovisual Law may have on its operations, and is considering any legal actions that it might be entitled to take to protect its rights and those of its shareholders. Several actions have been filed by third parties claiming that the Uruguayan Audiovisual Communications Law is unconstitutional, the majority of which remain pending. However, any such rulings will only affect the relevant parties to the claims.

 

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BUSINESS DESCRIPTION

 

About Cablevisión

 

Cablevisión is the largest operator of cable television services and data cable transmission systems in Argentina and one of the largest providers of cable services in Latin America in terms of subscribers. Cablevisión engages in the installation, operation and development of cable television and data cable transmission services. Cablevisión is the largest multiple system operator (“MSO”) in Argentina and Latin America in terms of subscribers. An MSO is a company that owns multiple cable systems in different locations under the control and management of a single, common organization.

 

As of June 30, 2017 , Cablevisión had 3.91 million “ c lientes ú nicos ” or active customer relationships, of which 58% received broadband services, 90% received cable services and 47% received both services. As of June 30, 2017, Cablevisión also had approximately 614,000 mobile post-paid customers and 340,000 prepaid customers. Cablevisión’s customer base grew by 4% during the last three years, while ARPU (in Pesos) increased by 169% during the same period. Cablevisión operates under the brands Cablevisión, Fibertel, FiberCorp and Nextel.

 

As of June 30, 2017, Cablevisión’s networks passed through approximately 7.9 million homes in Argentina and Uruguay (homes are considered passed through if Cablevisión can connect them to Cablevisión’s distribution system without further extending the transmission lines). Cablevisión can deliver a two-way bandwidth capacity of more than 750 MHz to approximately 79% of the homes passed through by Cablevisión’s networks, reaching approximately 6.2 million homes. Through these networks, Cablevisión offers not only cable services and broadband services but also additional revenue-generating services and products, such as premium services and pay-per-view, as well as high-speed data transmission and Internet access using two-way high-speed cable modems. According to International Data Corporation (IDC), Dataxis and Cablevisión’s estimates, as of June 30, 2017, it served approximately 38% of the Argentine pay television market and  more than 31% of the Argentine Internet broadband market, in each case in terms of the number of subscribers.

 

Cablevisión operates in some of the most populated regions of Argentina and Uruguay, including the City of Buenos Aires and the provinces of Buenos Aires, Santa Fe, Entre Ríos, Córdoba, Corrientes, Formosa, Misiones, Salta, Chaco, Neuquén and Río Negro, among others. See “Business Description—Cablevisión’s Networks and Operating Region.”

 

Cablevisión’s History

 

Cablevisión is a sociedad anónima organised under the laws of Argentina. It was incorporated on April 5, 1979, for a term of 99 years (the maximum term permitted by Argentine corporate law upon formation) and its by-laws were registered with the IGJ on August 29, 1979 under No. 2,719, Book 93, Volume “A” of corporations. Under Argentine law, Cablevisión’s shareholders are entitled to extend this term before its termination.

 

Nextel

 

On September 11, 2015, Cablevisión acquired 49% of the outstanding capital of Nextel Communications Argentina S.R.L. (“Nextel”). On January 27, 2016, Cablevisión, together with its subsidiary, Televisión Dirigida S.A. (“Televisión Dirigida”), completed the acquisition of the remaining 51% outstanding capital of Nextel. The agreed price for the

 

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acquisition of the 100% stake in Nextel was US$ 177.7 million. On June 30, 2016, Televisión Dirigida transferred to Cablevisión and to its subsidiary PEM S.A., 48.5% and 0.1%, respectively, of the outstanding capital and voting stock of Nextel. On December 28, 2016, PEM S.A. transferred to Cablevisión the remaining 0.1% of the outstanding capital and voting stock of Nextel.

 

On March 3, 2016, ENACOM approved Cablevisión’s acquisition of a 100% stake in Nextel. On April 12, 2017, the Argentine antitrust regulator ( Comisión Nacional de la Defensa de la Competencia or “CNDC”) approved Nextel’s acquisition by Cablevisión. As of the date hereof, Cablevisión directly owns 100% of Nextel’s outstanding capital stock.

 

Cablevisión acquired Nextel to further its strategy of entering into the Argentine mobile market and expanding its mobile services. By combining Cablevisión’s fiber optic network with Nextel’s network, Cablevisión can offer its customers fourth generation (4G) access, among other innovative mobile services.

 

In June 2016, Cablevisión purchased, together with Nextel, Fibercomm S.A. (“Fibercom”) and Gridley Investments S.A. (“Gridley”), companies which own the entirety of the capital stock of Trixco S.A. (“Trixco”), a title holder of radio-electric space in the 900 MHz frequency range. In addition, Nextel purchased the entire capital stock of WX Telecommunications S.A. (“WX”) and Greenmax Telecommunications S.A. (“Greenmax”), companies that control Skyonline Argentina S.A. (“Skyonline”), Netizen S.A. (“Netizen”), Infotel S.A. (“Infotel”) and Callbi S.A. (“Callbi”, and together with Nextel, Fibercom, Gridley, Trixco, WX, Greenmax, Skyonline, Netizen, and Infotel, the “Absorbed Companies”), which provide wireless telecommunication and radioelectric services in the 2.5 Ghz range. The total amount paid to the sellers in these transactions was US$138.2 million. On March 31, 2017, Cablevisión and the Absorbed Companies entered into a pre-merger commitment, pursuant to which Cablevisión will absorb the Absorbed Companies. The pre-merger commitment was approved by the shareholders of Cablevisión and the Absorbed Companies on May 17, 2017. Additionally, once the regulatory period for the presentation of oppositions expired,  the parties executed on July 11, 2017 the final merger agreement, which was filed with the CNV for regulatory approval on July 17, 2017.

 

On March 6, 2017, ENACOM approved the refarming project with economic compensation filed by Nextel in order to provide advanced mobile communication services (“SCMA”), authorized Nextel to exploit the required frequencies, and imposed on Nextel additional coverage obligations.

 

On April 12, 2017 Nextel and ENACOM entered into an agreement (the “ENACOM Agreement”) setting forth the terms and conditions under which Nextel will provide SCMA. Under the ENACOM Agreement, prior to providing SCMA, Nextel has agreed to (i) return a portion of the radio-electric spectrum and (ii) grant a guarantee in favor of ENACOM for an amount representing the economic value of the portion of radio-electric spectrum that must be returned by Nextel. In addition, Nextel must also issue a performance bond to guarantee the obligations undertaken by Nextel in favor of ENACOM. Further, Nextel accepted ENACOM’s power, subject to certain conditions, to replace within the second anniversary of the celebration of the ENACOM Agreement, certain distribution channels of Nextel’s frequency bandwidth ranging from 2,500 to up to 2,690 MHz for distributions channels with different frequencies, as required by article 7 of Resolution No. 1,034/2017 issued by ENACOM. If ENACOM exercises this power, Nextel must pay the compensation set forth under the ENACOM Agreement.

 

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On April 28, 2017, pursuant to the ENACOM Agreement, Nextel transferred to ENACOM the “economic compensation” determined by ENACOM on April 26, 2017 for a total amount of Ps. 478.2 million.

 

On May 5, 2017, pursuant to the ENACOM Agreement, Nextel filed the performance bond policies in order to guarantee the return of the radio-electrum spectrum, among other obligations.

 

As of June 30, 2017, Nextel had 614,000 post-paid clients, 340,000 prepaid clients and approximately 1,000 transmission towers, of which about 300 are co-located with third-party mobile operators.

 

Corporate Structure

 

The chart set forth below shows Cablevisión’s general consolidated corporate structure.

 

 

Cablevisión’s most significant consolidated subsidiaries are Nextel, Televisión Dirigida, Adesol and Telemás S.A. (“Telemás”). In addition, Cablevisión also holds minority interests in unconsolidated entities providing, as of the date of this Report, cable television services to approximately 281,000 subscribers in the aggregate. Unless otherwise specified, Cablevisión’s subscriber data included in this Report does not include such subscribers.

 

Below is a chart detailing Cablevisión’s most significant consolidated subsidiaries, as well as Cablevisión’s percentage of direct and indirect interest in the capital stock and votes of each of such subsidiaries as of June 30, 2017 :

 

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Subsidiary of Cablevisión

 

Country of
Incorporation

 

Percentage in
Share
Capital and
Votes (%)

 

Adesol S.A. (1)

 

Uruguay

 

100

 

Nextel Communications Argentina S.R.L.

 

Argentina

 

100

 

Telemás S.A.

 

Uruguay

 

100

 

Televisión Dirigida S.A. (2)

 

Paraguay

 

100

 

 


(1)                                      Includes interests in special purpose entities, i.e., Audomar, Bersabel, Dolfycor, Reiford, Space Energy, Tracel and Visión Satelital.

(2)                                      On December 5, 2014, the activities and operations of Cable Visión Comunicaciones S.A., Producciones Unicanal S.A and Consorcio Multipunto Multicanal (CMM) S.A. were absorbed by Televisión Dirigida S.A. by way of merger.

 

Cablevisión’s Business

 

Overview

 

Together with its subsidiaries, Cablevisión offers a full range of cable television, internet and telecommunications services.

 

In 2015, Cablevisión’s revenues totaled Ps. 20,125 million and Cablevisión’s total assets were Ps. 19,509 million. In 2016, Cablevisión had revenues and total assets of Ps.  30,571 million and Ps. 28,935 million, respectively. Cablevisión’s average revenue per user (“ARPU”) totaled Ps. 420 and Ps. 566 for 2015 and 2016, respectively.

 

Cablevisión’s Networks and Operating Region

 

Cablevisión’s principal activity is the operation of cable networks in the Buenos Aires Metropolitan Area, which includes the City of Buenos Aires and surrounding areas and which, together with the city of La Plata, form the “AMBA Region”. Cablevisión also operate in other cities within the provinces of Buenos Aires, Santa Fe, Entre Ríos, Córdoba, Corrientes, Formosa, Misiones, Salta, Chaco, Neuquén and Río Negro. As of June 30, 2017, Cablevisión served approximately 3.5 million cable television customers and 2.3 million broadband customers, which were organized into four operational regions: the AMBA Region, the Province of Buenos Aires and Patagonia Region, the Central Region and the Litoral Region. As of June 30, 2017, Cablevisión’s network passed through approximately 7.9 million homes and extended to over approximately 50,800 kilometers, of which approximately 10,000 kilometers included Cablevisión’s interurban fiber optic network.

 

The following table shows data in respect of Cablevisión’s active customer relationships as of June 30, 2017 (excluding Nextel) and is based on information published by third parties and Cablevisión’s internally generated market information:

 

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Table of Contents

 

 

 

Total

 

AMBA

 

Province
of Buenos
Aires and
Patagonia

 

Center

 

Litoral

 

Uruguay

 

Active Customer Relationships (1)

 

3,914

 

1,729

 

953

 

539

 

549

 

144

 

Cable Customers (2)

 

90

%

87

%

91

%

90

%

93

%

100

%

Broadband Customers (2)

 

58

%

69

%

52

%

55

%

48

%

N/A

 

 


(1)             Figures in thousands.

(2)             Customers as a percentage of total active customer relationships.

 

As of June 30, 2017, Cablevisión’s cable network passed through approximately 7.9 million homes. Cablevisión can deliver a two-way network with a bandwidth capacity of more than 750 MHz to approximately 79% of the homes passed through Cablevisión’s cable network and, in the AMBA Regions, this percentage increases to 89% of the homes passed through Cablevisión’s cable network. Through these networks, Cablevisión offers additional revenue-generating services and products, such as premium services and pay-per-view, as well as high-speed data transmission and Internet access using two-way high-speed cable modems.

 

The AMBA Region includes cable systems deployed in the City of Buenos Aires and its surrounding metropolitan area. It is the region with the highest purchasing power in Argentina and is also the most densely populated. There are approximately 12.8 million inhabitants in the AMBA Region, representing approximately 33% of the total population of Argentina.

 

Cablevisión’s Province of Buenos Aires and Patagonia Region consists of five sub-regions: La Plata, Neuquén, Lincoln, Bahía Blanca and Mar del Plata, including 100 municipalities.

 

Cablevisión’s Central Region includes cable systems located in the provinces of Córdoba, La Pampa and Salta, including the cities of Córdoba, Río Cuarto, Villa Maria, Santa Rosa, Salta and San Francisco.

 

Cablevisión’s Litoral Region includes cable systems located in the Northeast region of Argentina, including the cities of Rosario and Santa Fe, in the province of Santa Fe; Paraná, in the province of Entre Ríos; Posadas, in the province of Misiones; Resistencia, in the province of Chaco, the city of Corrientes and other cities in the Province of Corrientes and the city of Formosa in the Province of Formosa.

 

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Network Architecture

 

The following map sets forth Cablevisión’s network infrastructure and main coverage areas as of June 30, 2017.

 

 


(1)                    Green circles represent the sky digital headends in airspace, blue circles represent main digital headends, red circles represent secondary digital headends and red lines represent fiber optic back bones.

 

Cablevisión’s network’s trunk or backbone portion in the AMBA Region consists entirely of fiber optic cable. Cablevisión built a fiber optic cable ring around the City of Buenos Aires that provides network redundancy (which is a method for ensuring network availability in the event of a network device or path failure resulting in unavailability) and improves network reliability. Cablevisión has deployed a similar fiber optic network architecture in Córdoba and Salta, in the Central Region, and in the cities of Santa Fe, Paraná and Rosario in the Litoral Region.

 

Cable television and data signals are transmitted from the main headend—the control center of the cable system, where incoming signals are amplified, converted, processed and combined for transmission to the customer—to the hubs that provide services to specific areas. Each hub concentrates and transmits the cable television and data signals it receives via fiber optic cable to optical nodes. At each node the signals are converted from optic to electric codes and are then re-transmitted via coaxial cable to a distribution node. From there, the signal is transmitted to the subscriber’s domicile along a coaxial or “drop” cable.

 

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Cablevisión’s cable networks outside of the areas described above are built with coaxial cable architecture. Cablevisión intends to continue extending the fiber optic cable and other technological improvements that currently exist in the AMBA Region and the main cities of the other three regions, such as hybrid fiber coaxial technology, to other operational cities within such regions as part of Cablevisión’s long-term plan to expand and improve its network capacity.

 

Main Products

 

Cablevisión offers its cable and broadband customers a diverse range of products, including:

 

·                   Cablevisión Clásico : Cablevisión’s basic, analog cable television product;

 

·                   Cablevisión Digital : In addition to the basic grid included in Cablevisión Cl á sico , this option, which Cablevisión provides through a digital decoder, gives cable subscribers access to radio and music channels, among others, and certain premium channels;

 

·                   Cablevisión HD : In addition to the options offered through Cablevisión Digital , subscribers to this product are provided a high definition decoder that grants them access to over 50 high definition channels;

 

·                   Cablevisión On Demand : Where available, this product allows subscribers to access Cablevisión’s “On Demand” service that includes a variety of content including: (i) SVOD (where the subscriber is charged a monthly fee in order to access unlimited programs), (ii) TVOD (where the subscriber is charged a fee based on the content it watches) and (iii) FVOD (free on demand services to the subscriber which generally include basic cable signals);

 

·                   Broadband Products : Subscribers gain access to Cablevisión’s high-speed broadband services;

 

·                   Fibertel Zone : Users gain access to a Wi-Fi network free of cost outside their homes;

 

·                   Cablevisión Flow : Cablevisión launched Cablevisión Flow (“Over-The-Top” services) on November 8, 2016. This product will enable Cablevisión’s subscribers to view TV content on multiple types of devices such as smartphones, tablets and smart-TVs. Over time, Cablevisión Flow will replace Cablevisión Play; and

 

·                   Fibercorp Products : Fibercorp is Fibertel’s corporate business unit. Fibercorp provides telecommunication services to large, medium and small size companies through a wide communications network for the transfer of data, video and oral information, that enables it to provide internet access, infrastructure with dynamic connections, symmetric access and IP video security, among other products.

 

Programming and Other Cable Television Services

 

Cablevisión invests significant resources to offer a wide variety of programming options in order to appeal to potential new subscribers and meet their needs. Cablevisión’s revenues derive primarily from monthly subscription fees for basic cable service and high-speed Internet access. To a lesser extent, Cablevisión also derives revenues from connection fees and advertising and from fees for premium and pay-per-view programming services, digital packages, DVR, HD packages, video-on-demand services (VOD) and magazine distribution.

 

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Cablevisión purchases basic and premium programming from more than 50 signal providers, including, among others, ESPN SUR S.A., Imagen Digital S.A., HBO Latin America Group (“HBO”), Fox Latin America Channel S.R.L., LAPTV, Tele Red Imagen Sociedad Anónima (“TRISA”), Pramer,  and Discovery Latin America (“Discovery”), as well as all broadcast television channels of Buenos Aires. The programming arrangements have an average duration of 24 to 36 months, and are primarily denominated in Pesos. The fees paid to signal providers under these arrangements are linked to the growth of Cablevisión’s subscriber base and the fees Cablevisión charges to its customers.

 

Premium Services

 

Cablevisión’s customers are given the option to acquire premium additional packages not included in the basic package by paying an additional fee. These packages and services include channels in addition to those included in the basic package, provide exclusive content, and divide such content by movie genres, adult programs and sports, or a combination of these categories. The monthly fees charged for premium services vary depending on the package subscribed to by the customer and the geographic and operational region in which Cablevisión offers such service. Premium subscribers receive a free digital box that enables them to access this service and gives them the option to choose pay-per-view programs.

 

Basic Digital Service

 

Cablevisión offers the digital service in the AMBA Region and in the most important cities of Argentina in terms of size and wealth (such as Córdoba, Rosario and Santa Fe, among others). This service gives subscribers the option to increase the number of channels offered and includes an onscreen programming guide.

 

Cablevisión offers a package called the “Basic Digital Pack.” Through this package, Cablevisión’s customers receive the following channels, among others: Al Jazeera, Allegro, America Sports, Antena 3, Arirang, Baby TV, BBC, Bloomberg, CNN International, Deutsche Welle, Discovery Civilization, Discovery Science, Discovery Turbo, DX TV, ESPN 3, ESPN Extra, Eurochannel, Euronews, Fox News, Fox Sports 2, Fox Sports 3, France 24, Glitz, History 2, HTV, Maschic, MTV Hits, Much Music, Mundo Fox, Natgeo Wild, NBA TV, Nick Jr., Paramount, Solo Tango, Sun Channel, SyFy, The Golf Channel, Tooncast, TV Chile, TV Galicia, TV 5, VH1, VH1 Megahits, and WOBI TV. They also receive more than 50 additional audio channels, which give Cablevisión’s customers access to radio signals such as Radio Mitre, Radio Rivadavia, Radio Disney, and FM 100, as well as to opera, rock, tango and salsa music, among other options.

 

HD Services

 

To continue providing its customers with the best programming, Cablevisión offers high definition versions of the Cablevisión Basic HD and its Premium HD Packages, such as Cablevisión Max HD, in locations where the required technology to broadcast this format has been deployed. This programming package includes a large variety of genres such as sports, movies, series, documentaries and music, with high resolution and better image quality. Moreover, this offer also includes open air channels under an HD format such as Canal 9, El Trece, Telefé and TV Pública, together with other channels such as Fox Sports, Cinecanal, MTV, Disney, BBC, Discovery, Sony and Space.

 

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Through its HD platform, Cablevisión broadcasts events using 3D technology for subscribers of the Premium HD service program that have the necessary equipment for this type of technology. In addition, since 2012, Cablevisión has offered its HD customers a new VOD service that enables them to purchase programs or packages offered through an onscreen programming guide, with access to certain free services. The VOD programming services enables Cablevisión to offer its customers interactive audiovisual content without time constraints. Such VOD programming includes channels such as Wobi TV, HBO, Discovery and ARTEAR.

 

Internet Access, Corporate Products and Interactive Services

 

Cablevisión has offered high-speed cable modem access to the Internet through Cablevisión’s networks under the Fibertel brand since September 1997. Cablevisión’s Internet connectivity products are specially tailored for the needs of each residential or corporate user, and include specific solutions such as virtual private network services, traditional Internet protocol (“IP”) links and corporate products that offer additional services. Since 1997, Cablevisión has consistently upgraded Cablevisión’s networks in order to increase the speed of Cablevisión’s products. Cablevisión’s customers currently have an average access to networks of approximately 16 megabytes.

 

In 2010, with the purpose of enhancing the development and innovation of corporate products, Cablevisión created FiberCorp, which is a corporate business unit within Fibertel that provides telecommunication solutions to large, medium and small-size companies. FiberCorp has a wide communications network for the transportation of data, sound and video, which enables it to provide internet access, dynamic connections, symmetric access and IP video vigilance, among other services.

 

Cablevisión also provides high-speed Internet services in the AMBA Region, Córdoba, Rosario, Campana, Río Cuarto, Posadas, Salta, Olavarría, Pergamino, Mar del Plata, Bahía Blanca, and Santa Fe, among other cities in Argentina.

 

Additionally, Cablevisión also offers international IP access through global backbone providers.

 

Mobile Services

 

Cablevisión offers mobile services through its subsidiary Nextel to existing customers by means of its Integrated Digital Enhanced Network which enables it to offer “push to talk” technology to such mobile services customers.

 

Over-The-Top Services

 

In order to provide customers with the best experience while still providing the best access to Cablevisión’s content, in November 2016 Cablevisión launched a new online content program known as “Flow” that enables Cablevisión to distribute its signals in a new way. Through the “Flow” program, Cablevisión can distribute its content through an IP structure coupled with digital television quadrature amplitude modulation, which include adequate security measures. “Flow” enables Cablevisión’s clients to use new modern functions such as lineal streaming, reverse electronic program guide, the possibility to “start over” a program, access to “video on demand” contents and “cloud DVR” (which permits subscribers to save content in the providers database instead of in the subscribers digital recorder). These new functions are provided through a new subscribers interface coupled with new search systems

 

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and advanced recommendations tailored to each subscriber, and may be accessed through different devices (such as tablets, smartphones, and smart TVs, among others).

 

Sales, Marketing and Customer Service

 

Cablevisión’s marketing strategy focuses on subscribers that receive only one of its main services to cross sell its cable and broadband services packages, to offer innovative services to its existing customers, and to upgrade existing broadband customers to higher speeds.

 

Advertising and Marketing

 

Cablevisión relies on various marketing tools, including promotions, customer service centers, communication of company news, and dissemination of institutional and programming information through its websites. Cablevisión advertises in graphic media and on its own broadcast advertising spaces. In addition, Cablevisión publishes a monthly magazine called “ Miradas ,” which is sold to a portion of Cablevisión’s subscriber base.

 

Cablevisión’s marketing activities include:

 

·                   advertising on television, radio, newspapers, billboards on the streets and local programming channels offered to customers;

 

·                   personal visits to current and potential customers;

 

·                   telemarketing directed to potential and former customers, as well as current customers who have not subscribed to any premium services;

 

·                   mailing information and special promotional material to current and potential customers; and

 

·                   special events for Cablevisión customers, some of which are sponsored jointly with programming providers.

 

Customer Service

 

Cablevisión’s customer service is provided through a unified center (the “Contact Center”) available 24 hours a day and 365 days a year. Cablevisión’s customers can contact the Contact Center by phone, e-mail and chat through its website, as well as through social media such as Twitter and Facebook. Accessibility through social media is particularly important in Latin American countries and especially in Argentina, which shows a high degree of social media penetration.

 

Cablevisión has obtained the Customer Operations Performance Center (“COPC”) certificate for Cablevisión’s Contact Center. COPC promotes improvements in the way customer requests are handled and addressed, and is awarded based on the quality of customer service practices as well as customer satisfaction. One of the main achievements obtained by the Contact Center during 2016 was the recertification of the COPC VMO 5.2. This accomplishment portrays the excellence achieved by Cablevisión’s customer service as a result of the combined effort of all sectors of the Contact Center. The quality certification was also extended to the procedures used in connection with the new social network channel as well as with corporate clients. These achievements are not only the result of the implementation of changes in Cablevisión’s procedures but also improvements in subscriber satisfaction.

 

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Table of Contents

 

Cablevisión’s customer satisfaction indexes have been maintained above its goal of 85%, based on top two box methods, confirming the excellence of the services provided. Cablevisión believes that its attention to customer service differentiates it from its competitors and is rewarded with customer loyalty.

 

Billing and Subscriber Management

 

Cablevisión’s standard billing practice is to distribute invoices to its subscribers together with the monthly programming guide. Accordingly, almost all subscribers are invoiced in advance for their monthly cable television service. Cablevisión also invoices most of its high-speed cable modem Internet access subscribers in advance.

 

A majority of Argentine cable television and broadband subscribers pay their monthly invoices by automatic credit card or bank account debits. Cablevisión’s subscribers may also pay their invoices in person, personally at local banks or through external collection agents. Cablevisión pays a commission to collection agents.

 

Cablevisión seeks to enforce a strict disconnection policy, which results in the disconnection of cable television services after a three-month period of non-payment and delivery of a notice of disconnection. With respect to broadband services, Cablevisión disconnects its services after a two-month period of non-payment and delivery of a corresponding notice of disconnection.

 

Management of Churn

 

Churn refers to the termination of a customer’s account. The churn rate is determined by calculating the total number of disconnected customers over a given period as a percentage of the initial number of relevant customers for the same period.

 

Cablevisión’s cable customer churn rate for the six-month period ended June 30, 2017, was 14.9%, compared to 14.0% for the same period of 2016.

 

Cablevisión’s broadband customer churn rate for the six-month period ended June 30, 2017, was 17.0%, compared to 16.3% for the same period of 2016.

 

Cablevisión’s cable customer churn rate in 2016 was 13.8%, compared to 12.6% in 2015 and 13.6% in 2014.

 

Cablevisión’s broadband customer churn rate in 2016 was 16.2%, compared to 15.6% in 2015 and 16.3% in 2014.

 

To reduce losses associated with churn, Cablevisión seeks to enforce a strict disconnection policy.

 

Competition

 

With respect to cable television transmission, Cablevisión faces competition from other cable television operators and providers of other television services, including direct broadcasting, satellite and wireless transmission services. As a result of the non-exclusive nature of Cablevisión’s licenses, Cablevisión’s cable systems frequently have been overbuilt by one or more competing cable networks; in addition to the satellite television service that is also available. Free broadcasting services are currently available in Argentina. In the AMBA

 

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Region, these services primarily include four privately-owned channels and their local affiliates, and one state-owned national public television network. In addition, the Argentine government has distributed digital boxes to certain sectors of the population that provide free access to certain channels in connection with the Argentine Terrestrial Digital Television System.

 

While the Argentine paid television industry is highly fragmented and comprises over 700 operators, Cablevisión’s largest competitors are Telecentro S.A., which is focused in the AMBA Region, and Directv Argentina S.A. (“DirecTV”) (satellite television), present throughout the entire country. Cablevisión also considers Over-The-Top internet video system providers such as Netflix, Arnet play and On Video as competitors.

 

Among paid television systems, competition is driven primarily by:

 

·                   price;

 

·                   programming services offered;

 

·                   customer satisfaction; and

 

·                   quality of the system.

 

The Argentine high-speed Internet access industry is characterized by the presence of two large players, Arnet and Speedy. Arnet is owned by Telecom (and, as a result, will form part of Cablevisión’s combined company if the Merger is consummated), while Speedy is owned by Telefónica. These companies also provide 4G services through their respective brands, Personal and Movistar. Claro also provides 4G services and began offering high-speed internet services through fiber optic cable in certain regions of the country in 2011.

 

Cablevisión therefore faces substantial competition from various players active in the Argentine cable television and data cable transmission industry, which continues to grow. See “Risk Factors—Risks Related to Cablevisión’s Industry—Cablevisión faces substantial and increasing competition in the Argentine cable television and data cable transmission industry.”

 

Regulation

 

The telecommunications services Cablevisión provides are principally regulated by the Digital Argentina Law and Decree No. 267 and are subject to the supervision and control of ENACOM, an autarchic and decentralized entity under the jurisdiction of the Argentine Communications Ministry. Although Law No. 22,285 (the “Broadcasting Law”) has been repealed by the Digital Argentina Law and Decree No. 267, the Broadcasting law is still relevant to the extent that Cablevisión has been granted licenses that remain valid under such law.

 

Business of Telemás

 

Uruguay

 

Through its subsidiary Telemás, Cablevisión provides programming and management services to ultra-high frequency (“UHF”) systems and to seven cable operators in Uruguay for a fee relating to programming and management services. As of June 30, 2017,

 

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Cablevisión offered services to approximately 144,200 subscribers in Uruguay. In the cities of Montevideo and Canelones, Telemás offers an important variety of channels with a digital system and competes with other cable systems that offer similar products.

 

Capital Expenditures

 

The following table sets forth Cablevisión’s capital expenditures for the periods indicated.

 

 

 

Year ended December 31

 

Six Months ended June 30

 

 

 

2016

 

2015

 

2014

 

2017

 

2016

 

 

 

(in millions of Pesos)

 

Net Capital Expenditures (1)

 

8,713

 

4,173

 

2,371

 

5,554

 

3,620

 

 


(1)  Net of decrease in property, plant and equipment

 

Beginning in 2015, Cablevisión increased significantly Cablevisión’s capital expenditures to improve the quality and increase the coverage of Cablevisión’s cable and data transmission networks. To achieve these objectives, Cablevisión invests in new infrastructure and the modernization and upgrading of Cablevisión’s networks and IT backbones.

 

Net capital expenditures in property, plant and equipment in 2016 resulted in improvements in the quality of Cablevisión’s networks, increasing their capacity and coverage. For the year ended December 31, 2016, Cablevisión invested Ps. 8,713 million in net capital expenditures in property, plant and equipment, representing approximately 28% of Cablevisión’s total revenues, a 109% increase compared to 2015.

 

Cablevisión increased the aggregate capital expenditures for 2016, principally to improve its networks and increase their capacity and coverage. Cablevisión’s capital expenditures going forward will depend on the need to acquire technical developments as well as on economic and market conditions.

 

Cablevisión owns real estate properties including its corporate headquarters located in Barracas, in the City of Buenos Aires, and an operations center in Munro, in the Province of Buenos Aires.

 

Environmental Matters

 

Cablevisión endeavors to comply with all relevant environmental legislation, and no claims have been brought against it in respect of environmental matters.

 

Cablevisión has performed several tests to analyze the levels of radiation emitted by its equipment. All such tests have evidenced that the radiation levels are in line with industry standards.

 

Environmental Impact Assessment

 

Cablevisión views sustainability as a way of conducting business and operating and providing services. Several years ago, Cablevisión began taking action to manage environmental matters, at first through separate activities, some of which have been implemented.

 

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On August 29, 2014, Cablevisión incorporated the Environmental Model ISO 14001, which has been implemented in the city of Rosario and will be expanded to Cablevisión’s entire operations.

 

Cablevisión has overseen the systematic collection of information relating to environmental management indicators, in line with to the Global Reporting Initiative guidelines for voluntary reporting to ensure the monitoring of its environmental footprint and to continue improving its environmental performance. This initiative has involved the collection and consolidation of environmental performance information in over 280 sites across Argentina, where various activities are carried out, namely: administrative offices, commercial offices, channels for television content production and technical bases. The cooperation of company officers responsible for the sites, health, security, occupational assistance and environment teams, as well as from various areas of Cablevisión’s management, have been crucial. Management’s support highlights the importance of the monitoring of Cablevisión’s environmental impact to improve Cablevisión’s approach and planning of initiatives and improve Cablevisión’s performance.

 

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Table of Contents

 

ANNEX A

 

Cablevisión Unaudited Financial Statements

 


 


Table of Contents

 

Cablevisión S.A.

 

Consolidated Condensed Interim Financial Statements

as of  June 30, 2017 and for the six-month period beginning January 1, 2017

and ended on June 30, 2017 presented on a comparative basis

 

A- 1



Table of Contents

 

Cablevisión S.A .

 

Index

 

 

 

Consolidated Condensed Interim Financial Statements

 

 

Consolidated Statement of Comprehensive Income.

 

 

Consolidated Statement of Financial Position.

 

 

Consolidated Statement of Changes in Equity.

 

 

Consolidated Statement of Cash Flows.

 

Notes to the Consolidated Condensed Interim Financial Statements

 

1.

General information.

 

2.

Basis of preparation and presentation of Consolidated Condensed Interim Financial Statements.

 

 

2.1.

Basis of preparation.

 

 

2.2.

Standards and Interpretations issued but not adopted to date.

 

 

2.3.

Standards and Interpretations issued adopted to date.

 

 

2.4.

Basis of consolidation.

 

 

2.5.

Consolidated Statement of Cash Flows.

 

 

2.6.

Foreign currency and functional currency.

 

3.

Accounting estimates and judgments.

 

4.

Acquisition of companies and company reorganization processes.

 

5.

Segment information.

 

6.

Revenues.

 

7.

Cost of sales.

 

8.

Cost of services rendered, selling expenses and administrative expenses.

 

9.

Financial costs.

 

10.

Other financial income and expenses, net.

 

11.

Property, plant and equipment.

 

12.

Intangible assets.

 

13.

Goodwill

 

14.

Investments.

 

15.

Investments in associates.

 

16.

Other receivables.

 

17.

Trade receivables.

 

18.

Inventories.

 

19.

Bank and financial debt.

 

20.

Regulatory Framework.

 

 

20.1.

Matters related to the regulatory situation of the Company.

 

21.

Provisions and other charges.

 

 

21.1.

Legal and administrative processes and other commitments.

 

22.

Taxes payable.

 

23.

Other payables.

 

24.

Accounts payable and others

 

25.

Share Capital.

 

26.

Reserves, accumulated results and dividends.

 

27.

Balances and transactions with related parties.

 

28.

Joint ventures UTE Ertach - Prima.

 

29.

Financial instruments.

 

 

29.1.

Financial instruments at fair value.

 

 

29.2.

Fair value of financial instruments.

 

30.

Subsequent events.

 

31.

Approval of consolidated condensed interim financial statements.

 

 

A- 2



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Comprehensive Income

For the six-month periods ended

June 30, 2017 and 2016, respectively

(In Pesos)

 

 

 

Notes

 

06.30.2017

 

06.30.2016

 

04.01.2017
to
06.30.2017

 

04.01.2016
to
06.30.2016

 

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

6

 

19,233,129,314

 

14,242,672,066

 

9,800,009,065

 

7,174,185,576

 

Cost of sales (1)

 

7

 

(8,655,291,081

)

(6,448,838,271

)

(4,465,539,568

)

(3,357,377,935

)

 

 

 

 

 

 

 

 

 

 

 

 

Gross income

 

 

 

10,577,838,233

 

7,793,833,795

 

5,334,469,497

 

3,816,807,641

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling expenses (1)

 

8

 

(2,740,870,523

)

(1,930,680,506

)

(1,395,979,345

)

(958,383,297

)

Administrative expenses (1)

 

8

 

(2,155,718,863

)

(1,622,384,811

)

(1,096,763,930

)

(865,346,414

)

Other income and expenses, net

 

 

 

11,737,781

 

1,511,424

 

3,039,049

 

503,677

 

Gain of business acquisitions

 

 

 

 

114,093,096

 

 

 

Financial costs

 

9

 

(737,854,177

)

(1,708,350,777

)

(890,875,755

)

(588,815,897

)

Other financial income and expenses, net

 

10

 

(155,886,418

)

355,893,146

 

8,560,323

 

(110,448,271

)

Financial results

 

 

 

(893,740,595

)

(1,352,457,631

)

(882,315,432

)

(699,264,168

)

Equity in earnings from associates

 

 

 

78,056,918

 

69,195,034

 

37,617,084

 

32,292,343

 

Net income before income tax

 

 

 

4,877,302,951

 

3,073,110,401

 

2,000,066,923

 

1,326,609,782

 

Income tax

 

 

 

(1,705,241,377

)

(983,974,734

)

(719,825,198

)

(439,791,113

)

Net income for the period

 

 

 

3,172,061,574

 

2,089,135,667

 

1,280,241,725

 

886,818,669

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Items that can be reclassified to earnings

 

 

 

 

 

 

 

 

 

 

 

Variation in translation differences of foreign operations

 

 

 

(15,118,362

)

56,583,490

 

89,630,069

 

14,919,912

 

Total comprehensive income for the period

 

 

 

3,156,943,212

 

2,145,719,157

 

1,369,871,794

 

901,738,581

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period attributable to:

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

 

3,138,878,010

 

2,062,650,293

 

1,264,734,292

 

871,897,963

 

Non-controlling interests

 

 

 

33,183,564

 

26,485,374

 

15,507,433

 

14,920,706

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive results attributable to:

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

 

3,138,364,208

 

2,134,311,189

 

1,342,556,038

 

886,806,079

 

Non-controlling interests

 

 

 

18,579,004

 

11,407,968

 

27,315,756

 

14,932,502

 

 


(1)  Includes amortization of intangible assets and depreciation of property, plant and equipment of Ps. 1,833,559,946 and
Ps. 1,098,562,555 at June 30, 2017 and 2016, respectively.

 

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

 

A- 3



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Financial Position

As of June 30, 2017 and December 31, 2016

(In Pesos)

 

 

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Notes

 

Ps.

 

ASSETS

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Property, plant and equipment

 

11

 

19,115,125,157

 

15,377,953,783

 

Intangible assets

 

12

 

2,374,565,633

 

1,921,465,069

 

Goodwill

 

13

 

4,027,538,571

 

4,041,725,646

 

Investments in associates

 

15

 

243,838,242

 

276,538,212

 

Investments

 

14

 

1,233,509,344

 

1,133,469,884

 

Deferred tax asset

 

 

 

82,967,289

 

71,338,687

 

Other receivables

 

16

 

287,302,744

 

290,033,086

 

Total non-current assets

 

 

 

27,364,846,980

 

23,112,524,367

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Inventories

 

18

 

175,238,301

 

266,648,607

 

Other receivables

 

16

 

950,286,764

 

632,924,055

 

Trade receivables

 

17

 

2,235,179,085

 

1,673,554,772

 

Investments

 

14

 

1,106,924,754

 

2,002,196,003

 

Cash and banks

 

 

 

731,137,015

 

1,246,653,024

 

Total current assets

 

 

 

5,198,765,919

 

5,821,976,461

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

32,563,612,899

 

28,934,500,828

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY (as per related statement)

 

 

 

 

 

 

 

Attributable to equity holders of the Company

 

 

 

 

 

 

 

Shareholders contributions

 

 

 

1,200,000,000

 

1,200,000,000

 

Reserves and accumulated results

 

 

 

11,619,887,475

 

10,081,523,267

 

Attributable to non-controlling interests

 

 

 

438,903,971

 

426,053,160

 

Total shareholders equity

 

 

 

13,258,791,446

 

11,707,576,427

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Bank and financial debt

 

19

 

9,048,861,387

 

8,579,453,749

 

Deferred tax liability

 

 

 

347,043,275

 

375,103,633

 

Provisions and other charges

 

21

 

1,010,831,232

 

955,036,803

 

Taxes payable

 

22

 

4,002,298

 

3,776,292

 

Other payables

 

23

 

115,488,825

 

110,487,630

 

Total non-current liabilities

 

 

 

10,526,227,017

 

10,023,858,107

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Bank and financial debt

 

19

 

941,041,745

 

979,090,850

 

Taxes payable

 

22

 

1,931,309,740

 

1,620,117,773

 

Other payables

 

23

 

1,005,603,298

 

246,514,113

 

Accounts payable and others

 

24

 

4,900,639,653

 

4,357,343,558

 

Total current liabilities

 

 

 

8,778,594,436

 

7,203,066,294

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

19,304,821,453

 

17,226,924,401

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

 

 

32,563,612,899

 

28,934,500,828

 

 

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

 

A- 4



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Changes in Equity

As of June 30, 2017 and 2016

(In Pesos)

 

 

 

EQUITY ATTRIBUTABLE TO THE COMPANY’S EQUITY HOLDERS

 

 

 

 

 

 

 

SHAREHOLDERS’ CONTRIBUTIONS

 

ACCUMULATED RESULTS

 

 

 

 

 

 

 

 

 

Share
capital

 

Treasury
shares

 

Additional
paid – in
capital

 

Merger
premium

 

Sub-total

 

Legal
Reserve

 

Voluntary
reserve
(2)

 

Special
reserve –
Application
of IFRS

 

Accumulated
Results

 

Other
Reserve

 

Total
Company’s
equity holders

 

Non-
controlling
interests

 

Total equity

 

Balances as of January 1, 2016

 

197,397,110

 

207,157

 

134,234,500

 

2,894,151

 

334,732,918

 

39,520,853

 

4,544,575,404

 

42,775,870

 

2,473,366,772

 

995,323,686

 

8,430,295,503

 

295,977,472

 

8,726,272,975

 

Social capital reduction arranged by the Extraordinary General Assembly of January 12, 2016

 

 

(207,157

)

 

 

(207,157

)

 

207,157

 

 

 

 

 

 

 

Constitution of Voluntary reserve as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 20, 2016

 

 

 

 

 

 

 

1,723,366,772

 

 

(1,723,366,772

)

 

 

 

 

Distribution of dividends as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 20, 2016 (1)

 

 

 

 

 

 

 

 

 

(750,000,000

)

 

(750,000,000

)

 

(750,000,000

)

Change in the nominal value of shares as decided by the Directors at the Board of Directors’ Meeting held on June 29, 2016, pursuant to the powers delegated by the shareholders at the Extraordinary General Shareholders’ Meeting held on January 12, 2016

 

(97,110

)

 

 

 

(97,110

)

 

 

 

 

 

(97,110

)

 

(97,110

)

Partial reversal of the Voluntary reserve for future dividend distribution as decided by the shareholders at the Extraordinary General Shareholders’ Meeting held on June 30, 2016 (1)

 

 

 

 

 

 

 

(749,000,000

)

 

 

 

(749,000,000

)

 

(749,000,000

)

Capitalization of the accounts Additional Paid-in Capital and Merger Surplus as decided by the shareholders at the Extraordinary General Shareholders’ Meeting held on June 30, 2016.

 

137,128,651

 

 

(134,234,500

)

(2,894,151

)

 

 

 

 

 

 

 

 

 

Partial reversal of the Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level for its capitalization as decided by the shareholders at the Extraordinary General Shareholders’ Meeting held on June 30, 2016.

 

865,571,349

 

 

 

 

865,571,349

 

 

(865,571,349

)

 

 

 

 

 

 

Distribution of dividends to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(4,408,887

)

(4,408,887

)

Net income for the period

 

 

 

 

 

 

 

 

 

2,062,650,293

 

 

2,062,650,293

 

26,485,374

 

2,089,135,667

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in currency translation of foreign operations

 

 

 

 

 

 

 

 

 

 

71,660,896

 

71,660,896

 

(15,077,406

)

56,583,490

 

Sub-total comprehensive income for the period

 

 

 

 

 

 

 

 

 

2,062,650,293

 

71,660,896

 

2,134,311,189

 

11,407,968

 

2,145,719,157

 

Balances as of June 30, 2016

 

1,200,000,000

 

 

 

 

1,200,000,000

 

39,520,853

 

4,653,577,984

 

42,775,870

 

2,062,650,293

 

1,066,984,582

 

9,065,509,582

 

302,976,553

 

9,368,486,135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2017

 

1,200,000,000

 

 

 

 

1,200,000,000

 

39,520,853

 

4,653,577,984

 

42,775,870

 

4,045,337,263

 

1,300,311,297

 

11,281,523,267

 

426,053,160

 

11,707,576,427

 

Constitution of Voluntary reserve and Legal reserve as decided at the Ordinary and Extraordinary General Meeting of March 30,2017

 

 

 

 

 

 

200,479,147

 

2,244,858,116

 

 

(2,445,337,263

)

 

 

 

 

Distribution of dividends as decided at the Ordinary and Extraordinary General Meeting of March 30, 2017 (1)

 

 

 

 

 

 

 

 

 

(1,600,000,000

)

 

(1,600,000,000

)

 

(1,600,000,000

)

Distribution of dividends to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(5,728,193

)

(5,728,193

)

Net income for the period

 

 

 

 

 

 

 

 

 

3,138,878,010

 

 

3,138,878,010

 

33,183,564

 

3,172,061,574

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in currency translation of foreign operations

 

 

 

 

 

 

 

 

 

 

(513,802

)

(513,802

)

(14,604,560

)

(15,118,362

)

Sub-total comprehensive income for the period

 

 

 

 

 

 

 

 

 

3,138,878,010

 

(513,802

)

3,138,364,208

 

18,579,004

 

3,156,943,212

 

Balances as of June 30, 2017

 

1,200,000,000

 

 

 

 

1,200,000,000

 

240,000,000

 

6,898,436,100

 

42,775,870

 

3,138,878,010

 

1,299,797,495

 

12,819,887,475

 

438,903,971

 

13,258,791,446

 

 


(1)              Dividends distributed in March 2017 amounted to Ps 1,600 billion (Ps.13,333.3 per share) as of the date of these Financial Statements Ps.800 million (Ps.6,666.7 per share) were paid.

(2)              As of June 30, 2017, includes Ps. 151 million of voluntary reserve for future distributions of dividends and Ps. 6,747.4 million of voluntary reserve to maintain the level of investments in fixed assets and the current level of solvency of the Company.

 

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

 

A- 5



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Cash Flows

As of June 30, 2017 and 2016

(In Pesos)

 

 

 

06.30.2017

 

06.30.2016

 

 

 

Ps.

 

CASH FLOWS PROVIDED BY OPERATIONS

 

 

 

 

 

Net income for the period

 

3,172,061,574

 

2,089,135,667

 

Accrued income tax

 

1,705,241,377

 

983,974,734

 

 

 

 

 

 

 

Adjustments to reconcile the net income for the period to net cash flows provided by operations:

 

 

 

 

 

Equity in earnings from associates

 

(78,056,918

)

(69,195,034

)

Depreciation of property, plant and equipment

 

1,808,426,245

 

1,073,563,741

 

Amortization of intangible assets

 

25,133,701

 

24,998,814

 

Obsolescence of material

 

15,121,706

 

6,528,185

 

Allowances

 

336,294,917

 

220,504,323

 

Result for the sale of property, plant and equipment

 

(4,912,918

)

(252,724

)

Accrued interest, net

 

249,596,021

 

181,001,262

 

Financial results — sundry

 

425,541,632

 

745,355,811

 

Other income and expenses, net

 

(244,270

)

970,867

 

Gain of business acquisitions

 

 

(114,093,097

)

Net decrease of property, plant and equipment

 

150,163,517

 

189,857,396

 

Net decrease of intangible assets

 

699

 

1,764,268

 

Changes in assets and liabilities

 

 

 

 

 

Trade receivables

 

(804,801,010

)

(605,094,572

)

Other receivables

 

(252,183,012

)

(248,226,965

)

Inventories

 

91,410,306

 

(21,103,437

)

Accounts payable and others

 

543,296,094

 

67,931,562

 

Taxes payable

 

(101,481,383

)

(317,929,516

)

Other payables and provisions

 

(93,079,988

)

160,888

 

Change in currency translation of foreign operations

 

(57,911,982

)

(51,312,927

)

Collection of interest

 

102,473,778

 

244,979,912

 

Income tax paid

 

(1,332,065,994

)

(672,317,854

)

Net cash flows provided by operations

 

5,900,024,092

 

3,731,201,304

 

 

 

 

 

 

 

CASH FLOWS USED IN INVESTMENT ACTIVITIES

 

 

 

 

 

Acquisition of companies (see Note 4.a))

 

 

(1,888,367,371

)

Increase of intangible assets

 

(478,240,911

)

(23,024,703

)

Net changes of notes and bonds

 

472,810,824

 

204,377,313

 

Collection of dividends

 

39,834,724

 

1,121,157

 

Collection for the sale of property, plant and equipment

 

4,912,918

 

212,000

 

Increase of property, plant and equipment

 

(5,704,459,606

)

(3,809,650,249

)

Net cash flows provided by / (used in) investment activities

 

(5,665,142,051

)

(5,515,331,853

)

 

 

 

 

 

 

CASH FLOWS (USED IN) / PROVIDED BY IN FINANCING ACTIVITIES

 

 

 

 

 

Settlement of dividends

 

(800,000,000

)

(749,747,039

)

Settlement of financial instruments

 

(7,702,800

)

25,401,250

 

Increase of loans (See Note 19)

 

535,115,129

 

7,475,416,757

 

Settlement of interests

 

(365,317,909

)

(592,627,898

)

Distribution of dividends to non-controlling interests

 

(5,728,193

)

(4,408,892

)

Settlement of loan principal and issuing expenses of new loan

 

(533,135,204

)

(4,878,276,722

)

Net cash flows (used in) / provided by used in financing activities

 

(1,176,768,977

)

1,275,757,456

 

 

 

 

 

 

 

Net decrease in cash

 

(941,886,936

)

(508,373,093

)

Cash at the beginning of year

 

2,628,891,874

 

2,176,677,204

 

Effect of exchange rate changes on cash and cash equivalents

 

3,910,502

 

398,000,551

 

Cash and cash equivalents incorporated by acquisition of companies

 

 

2,052,951,267

 

Cash at the end of period (1) (See Note 2.5)

 

1,690,915,440

 

4,119,255,929

 

 


(1)     Includes:

 

Cash and banks

 

731,137,015

 

1,635,320,489

 

Investments with a maturity not exceeding three months

 

959,778,425

 

2,483,935,440

 

 

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

 

A- 6



Table of Contents

 

Cablevisión S.A.

Notes to the Consolidated Condensed Interim Financial Statements

For the six-month period ended June 30, 2017 presented on a comparative basis

(In Pesos)

 

NOTE 1 - GENERAL INFORMATION

 

Cablevisión S.A. (“Cablevisión” or the “Company”) was organized on April 5, 1979, to engage in the business of installing, operating and developing supplementary broadcasting services.

 

The main business of the Company and certain of its subsidiaries consists in operating cable television networks in several locations in Argentina and Uruguay and in the provision of telecommunication services.

 

Cablevisión is the largest multiple system operator (“MSO”) in Argentina and one of the largest in Latin America. A MSO is a company that owns multiple cable systems in different locations under the control and management of a single, common organization.

 

The Company provides pay television services pursuant to of licenses issued by the Federal Broadcasting Committee (Comité Federal de Radiodifusión or “COMFER”) and telecommunication services pursuant to licenses issued by the Secretary of Communications (“Secom”).

 

NOTE 2 - BASIS OF PREPARATION AND PRESENTATION OF CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

 

2.1. Basis of preparation

 

Through General Resolutions No. 562/09 and No. 576/10, the Comisión Nacional de Valores (Argentine Securities Commission or “CNV”, for its Spanish acronym) provided for the application of Technical Pronouncements (“TR”) No. 26 and No. 29 issued by the Argentine Federation of Professional Councils of Economic Sciences (Federación Argentina de Consejos Profesionales de Ciencias Económicas or “FACPCE”, for its Spanish acronym), which adopt the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) for entities subject to the public offering regime governed by Law No. 26831, whether on account of their equity or their notes, or which have requested authorization to be subject to such regime. The FACPCE issues Adoption Communications in order to implement IASB pronouncements in Argentina.

 

These consolidated condensed interim financial statements of the Company for the six-month period ended June 30, 2017 presented on a comparative basis, have been prepared in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”. Some additional matters were included as required by the Argentine General Associations Law (“LGS”) and/or CNV regulations, including, the supplementary information set forth under the last paragraph of Section 1, Chapter III, Title IV of General Resolution No. 622/13. That information is included in the Notes to these consolidated condensed interim financial statements, as provided by IFRS and CNV standards. The consolidated condensed interim financial statements have been prepared in accordance with the accounting policies in accordance with the accounting policies the Company expects to adopt in its annual financial statements as of December 31, 2017. The accounting policies are based on the IFRS issued by the IASB and the interpretations issued by the Interpretations Committee of the International Financial Reporting Standards (“IFRIC”).

 

These consolidated condensed interim financial statements should be read together with the annual financial statements of the Company as of December 31, 2016 prepared according to IFRS .

 

A- 7



Table of Contents

 

These consolidated condensed interim financial statements have been prepared on the basis of historical cost, except for the valuation of financial instruments. In general, historical cost is based on the fair value of the consideration given in exchange for the net assets.

 

The accounting policies used in the preparation of these consolidated condensed interim financial statements are consistent with those used in the preparation of the annual financial statements as of December 31, 2016.

 

International Accounting Standard (IAS) 29 “Financial Reporting in Hyperinflationary Economies” requires that the financial statements of an entity that reports in the currency of a hyperinflationary economy be stated in terms of the measuring unit current at the balance sheet closing date of the reporting period and details a series of factors that may indicate that an economy is hyperinflationary. Pursuant to the guidelines of IAS 29, there is not enough evidence to conclude that Argentina was a hyperinflationary economy in 2016 and, therefore, the Company did not apply the restatement criteria to the financial information for the years reported as established under IAS 29.

 

The attached consolidated information, approved by the Company’s Board of Directors in its meeting of September 4, 2017, is presented in pesos (Ps.), the currency of legal tender in Argentina and has been prepared on the basis of the accounting records of Cablevisión and its controlled companies.

 

Certain figures reported in the consolidated condensed interim financial statements for the period ended June 30, 2016 were reclassified for comparative purposes with this period.

 

2.2. Standards and Interpretations issued but not adopted to date

 

The Company has not adopted the IFRS or revisions of IFRS detailed below, since their application is not required for the period ended June 30, 2017:

 

· IFRS 9 “Financial Instruments”: Issued in November 2009 and amended in October 2010 and July 2014, IFRS 9 introduces new requirements for the classification and measurement of financial assets and liabilities and for their derecognition. Said standard is applicable to years beginning on or after January 1, 2018.

 

· IFRS 15 “Revenue from ordinary activities under contracts with customers”: Issued in May 2014 and applicable to years beginning on or after January 1, 2018. It specifies how and when revenue will be recognized, as well as the additional information to be disclosed by the Company in the financial statements.

 

The standard provides a single, principles-based five-step model to be applied to all contracts with customers.

 

· IFRS 16, “Leases”: Issued in January 2016. It establishes principles for the recognition, measurement, presentation and disclosure of leases. This standard applies to years beginning on or after January 1, 2019.

 

As of the date of these Consolidated Condensed Interim Financial statements, the Company cannot estimate its quantitative and qualitative impact because it is analyzing the corresponding accounting effects.

 

2.3. Standards and Interpretations issued adopted to date

 

As of the date of these Consolidated Condensed Interim Financial Statements no new standards have been issued that apply to the Company in the current period.

 

2.4. Basis of consolidation

 

These condensed interim consolidated financial statements include the financial statements of Cablevisión and the companies and joint ventures it controls as “joint operations”. Control is presumed to exist when the Company has a

 

A- 8



Table of Contents

 

right to variable returns from its interest in a subsidiary and has the ability to affect those returns through its power over the subsidiary. This power is presumed to exist when it is evidenced by the voting rights, be it that the Company has the majority of voting rights or potential voting rights currently exercised.

 

For consolidation purposes, intercompany transactions and balances between the Company and its consolidated companies have been eliminated. Unrealized net income has also been eliminated.

 

The detail of the subsidiaries consolidated in these consolidated condensed interim financial statements and the interests in the capital stock and votes of those companies does not differ significantly from that reported in the last annual consolidated financial statements.

 

The financial statements of subsidiaries used for consolidation purposes bear the same closing date as these consolidated financial statements, cover the same periods, and have been prepared using exactly the same accounting policies as those used by the Company, which are described in the notes to the financial statements, or adjusted as applicable.

 

2.5. Consolidated Statement of Cash Flows

 

For the purpose of preparing the statement of cash flows, “cash and cash equivalents” includes cash and bank balances, certain high liquidity short-term investments (with original maturity of less than 90 days), after deducting bank overdrafts payable on demand, to the extent that they are an integral part of the Company’s cash management.

 

Bank overdrafts are classified in line-item “Bank and financial debt” in the consolidated financial statement.

 

Cash and cash equivalents at the end of each period, as disclosed in the consolidated statement of cash flows, may be reconciled against the items related to the financial statement, as follows:

 

 

 

06.30.2017

 

06.30.2016

 

 

 

Ps.

 

Cash and banks

 

731,137,015

 

1,635,320,489

 

Investments:

 

 

 

 

 

Fixed-term deposit

 

38,129,414

 

226,502,010

 

Mutual funds (1)

 

583,116,294

 

2,257,433,430

 

Other placements

 

338,532,717

 

 

Cash and cash equivalents

 

1,690,915,440

 

4,119,255,929

 

 


(1)                  The mutual funds not considered as cash equivalents as of June 30, 2017 and 2016, amounted to Ps. 118,957,336   and Ps. 231,904,285, respectively, which are provided in “Investments” line item.

 

For the periods ended June 30, 2017 and 2016, the following transactions were carried out and did not have an impact on cash and cash equivalents:

 

 

 

06.30.2017

 

06.30.2016

 

 

 

Ps.

 

Settlement of dividends receivable by way of setoff against Debt with Related Parties

 

8,400,000

 

17,000,000

 

 

 

8,400,000

 

17,000,000

 

 

2.6. Foreign currency and functional currency

 

The individual financial statements of each of the entities consolidated by the Company are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). For the purposes of the preparation of consolidated financial statements, the net income and financial position of each entity are expressed in Argentine pesos (Argentina’s legal tender for all companies domiciled in Argentina), which is the Company’s functional currency and the reporting currency of the consolidated financial statements. The functional currencies of Uruguayan and Paraguayan companies are the Uruguayan peso and the Guaraní, respectively.

 

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In preparing the financial statements of individual entities, transactions in currencies other than the entity’s functional currency (foreign currency) are recorded at the exchange rates prevailing on the dates on which transactions are carried out. At the end of each reporting period, monetary items denominated in foreign currency are retranslated at the exchange rates prevailing on such dates. Exchange differences are charged to net income as incurred.

 

In preparing the Company’s consolidated financial statements, asset and liability balances of the entities with functional currencies other than the Argentine peso, expressed in their own functional currency (Uruguayan peso and Guaraní), are translated into pesos at the exchange rate prevailing at the end of the period, while net income is translated at the exchange rate prevailing on the transaction date. Exchange differences are recognized in other comprehensive income as “Variation in translation differences of foreign operations”, and in the Consolidated Statement of Changes in Equity they are presented under “Other reserve”.

 

NOTE 3 - ACCOUNTING ESTIMATES AND JUDGMENTS

 

In the application of the Company’s accounting policies described in Note 2, the Company has to make judgments and prepare accounting estimates of the value of assets and liabilities that may not be obtained from other sources. The estimates and related assumptions are based on historical experience and other relevant factors. Actual results could differ from such estimates.

 

Underlying estimates and assumptions are continually reviewed. The effects of the review of accounting estimates are recognized for the period in which estimates are reviewed.

 

The estimates and assumptions used in the preparation of these consolidated condensed interim financial statements are consistent with those used in the preparation of the consolidated financial statements as of December 31, 2016, which are disclosed in Note 3 to such annual consolidated financial statements.

 

NOTE 4 - ACQUISITION OF COMPANIES AND COMPANY’S REORGANIZATION PROCESSES

 

a) In June 2016, the Company, together with its controlled company NEXTEL COMMUNICATIONS ARGENTINA S.R.L. (“Nextel”), acquired 100% (97% owned by Nextel and the remaining 3% owned by the Company) of the capital stock of Fibercomm S.A. and Gridley Investments S.A., both owners of 100% of the capital stock of Trixco S.A., holder of licenses for the use of the radioelectric spectrum in the 900 Mhz bands. In addition, Nextel acquired 100% of the capital stock of WX Telecommunications LLC (currently and as conformed to the LGS, WX Telecommunications S.A.U.) and Greenmax Telecommunications LLC (currently and as conformed to the LGS, Greenmax Telecommunications S.A.U), which are the controlling companies of Skyonline Argentina S.A., Netizen S.A., Infotel S.A. and Callbi S.A. among the most important subsidiaries. The latter render wireless telecommunications services and hold licenses for the use of the radioelectric spectrum in the 2.5 Ghz bands. The aggregate price for those transactions was of USD 138.2 million, equivalent to Ps. 2,036 million.

 

During the year ended December 31, 2016 , the Company concluded the process of allocating the cost of acquisition of 100% (97% to Nextel and the remaining 3% to the Company) of the capital stock of the companies Fibercomm S.A. and Gridley Investments S.A.,  both owners of 100% of the equity of Trixco S.A., which resulted in a goodwill derived from the acquisition of Ps. 801.7, million included under the item “Goodwill” in the Consolidated Statement of Financial Position, considering that the valuation of assets, liabilities and contingent liabilities attributable to the percentage of ownership that was acquired, is less than the acquisition cost.

 

On March 31, 2017, the Company’s Board of Directors approved the Pre-Merger Commitment executed between the Company, Nextel, Greenmax Telecommunications S.A.U., WX Telecommunications S.A.U., Gridley Investments S.A., Trixco S.A., Fibercomm S.A., Netizen S.A, Eritown Corporation Argentina S.A., Skyonline de Argentina S.A., Infotel Argentina S.A., Nextwave Argentina S.A. and Callbi S.A., whereby as of the merger date, Cablevisión, in its capacity as absorbing company, will continue with the operations of Nextel, Greenmax Telecommunications S.A.U., WX Telecommunications S.A.U. , Gridley Investments S.A., Trixco S.A., Fibercomm S.A., Netizen S.A, Eritown Corporation Argentina S.A., Skyonline de Argentina S.A., Infotel Argentina S.A., Nextwave Argentina S.A. and Callbi S.A. (the “Absorbed Companies”) thus generating the corresponding operating, accounting and tax effects. As a

 

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result of the above-mentioned corporate reorganization process, the Absorbed Companies will dissolve without liquidation and Cablevisión will assume all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the first day of the month of October, 2017 (“Effective Date of the Merger”), or any that may exist or arise due to previous or subsequent acts or activities. This merger was approved by the Extraordinary General Shareholders’ Meeting on May 17, 2017. On July 11, 2017, the merger agreement was formalized through a deed.

 

b) On August 16, 2016, the Company’s Board of Directors approved the Pre-Merger Commitment executed between the Company, Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A. Primera Red Interactiva de Medios Argentinos (PRIMA) S.A. (“Prima”), Cable Video Sur S.A., Wolves Televisión S.A. and Tres Arroyos Televisora Color S.A., whereby, on the effective date of the merger -October 1, 2016- the Company, as absorbing company, continued with the operations of Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A., Prima, Cable Video Sur S.A., Wolves Televisión S.A. and Tres Arroyos Televisora Color S.A. (the “Absorbed Companies”), thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Absorbed Companies dissolved without liquidation. This merger was approved by the Extraordinary General Shareholders’ Meeting on Septermber 27, 2016 and on April 20, 2017 it was registered with the Public Registry of Commerce.

 

The Company made a filing with the National Communications Agency (“ENACOM”, for its Spanish acronym) in order to inform that Agency of the corporate reorganization to be implemented, and consequently registering under the name of the absorbing company, the “Area Authorizations” required to exploit Cable Television Services corresponding to Copetonas Video Cable S.A., Dorrego Televisión S.A., Indio Rico Cable Color S.A., Cable Video Sur S.A., and Tres Arroyos Televisora Color S.A. The license of Wolves Televisión S.A. was abandoned because the Company already has an Area Authorization in the jurisdiction where Wolves Televisión S.A. exploited the cable television service. In addition, Prima and the Company made a filing with the ENACOM in order to request that Agency to register the license that had been granted to Prima in favor of the Company as a consequence of the corporate reorganization process.

 

In addition, at the Extraordinary Shareholders’ Meeting held on September 27, 2016, the shareholders also unanimously approved: (i) the amendment of Article Three of the Bylaws in order to conform the core business of the Company to the new regulatory framework under Laws Nos. 27078 and 26522, and (ii) the amendment of Articles Nine and Ten of the Bylaws in order to eliminate the Executive Committee. Both amendments of the Bylaws are registered before the Public Registry of Commerce.

 

c) At the Extraordinary Shareholders’ Meetings of CV B Holding S.A., Vistone S.A. and Southtel Holdings S.A. —“The Direct Shareholders of the Company”- held on September 28, 2016, the shareholders approved the Pre-Merger Commitment executed between Grupo Clarín S.A. (“Grupo Clarín”), the Direct Shareholders of the Company and Compañía Latinoamericana de Cable S.A. (“CLC”), whereby, on the Effective Date of the Merger - October 1, 2016- Grupo Clarín, as absorbing company, continued with the operations of the “Direct Shareholders of the Company” and CLC, thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Direct Shareholders of the Company dissolved without liquidation and Grupo Clarín assumed all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the Effective Date of the Merger, or any that may exist or arise due to previous or subsequent acts or activities.

 

On September 28, 2016, the shareholders of Grupo Clarín, approved the merger by absorption of the Direct Shareholders of the Company and CLC. In addition, at such Shareholders’ Meeting, the shareholders of Grupo Clarín approved the partial spin-off for the creation of a new company domiciled in the City of Buenos Aires under the name “Cablevisión Holding S.A.” The equity subject to the spin-off comprises the direct (upon the execution of the merger) and indirect equity interests of Grupo Clarín in Cablevisión and in GCSA Equity, LLC.

 

On April 27, 2017, both corporate processes (merger and partial spin-off for the creation a new company) were registered with the Inspección General de Justicia (“Superintendency of Corporations” or “IGJ”) and as from May 1, 2017, the controlling company of Cablevisión (directly and indirectly) is Cablevisión Holding S.A. (see Note 7).

 

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d) On June 30, 2017, the Boards of Directors of Telecom Argentina S.A. and Cablevisión S.A. approved a pre-merger commitment whereby Telecom Argentina S.A., a company organised and existing under the laws of Argentina with shares currently listed in New York and Buenos Aires (NYSE: TEO, BCBA: TECO2), in its capacity as absorbing company, will absorb Cablevisión, which will be dissolved without liquidation pursuant to the provisions of Sections 82 and 83 of the LGS No. 19550 and subject to corporate and regulatory approvals (the “Merger”).

 

The purpose of the Merger is to enable the merged company to offer in an efficient manner, in line with national and international trend, technological convergence media and telecommunications products in the different modalities, either separately or independently, of voice, data, sound and video transmission services, both wired and wireless, as an all-in-one solution or as a series of products to be provided to users as a whole for the benefit of the users and consumers of those multiple individual services. Both companies believe that their respective operating and technical structures are highly supplementary and may be optimized through a structural consolidation, achieving synergies and efficiencies in the development of convergence products along with the demand of the market.

 

The effective date of the Merger (the “Effective Date of the Merger”) was set effective as from 0.00 of the day on which the Chairmen of the Boards of Directors of Telecom Argentina S.A. and Cablevisión will sign the minutes resolving the transfer of operations, which shall state that: (I) Telecom Argentina S.A. has adjusted its technical-operative systems to undertake the operations and activities of Cablevisión; and (ii) the transfer of the operations and activities of Cablevisión to Telecom Argentina S.A. will take effect on that Effective Date of the Merger provided that each and every one of the following conditions to which the Merger is subject has been met: 1) that the pre-merger commitment has been executed; and 2) that the ENACOM has authorized the transaction.

 

As from the Effective Date of the Merger, (i) all the assets and liabilities, including the assets subject to registration, licenses, rights and obligations that belong to Cablevisión will be deemed to have been incorporated to the equity of Telecom Argentina S.A., (ii) Telecom Argentina S.A. will continue with the operations of Cablevisión, thus generating the corresponding operating, accounting and tax effects, (iii) the management and representation of Cablevisión will be undertaken by the management and representatives of Telecom Argentina S.A.

 

As a result of the Merger, and pursuant to Section 83, subsection c) of the LGS No. 19550, the parties have established the following exchange ratio: 1 common share of Cablevisión (either a Class A Share of Cablevisión or a Class B Share of Cablevisión) for each 9,871.07005 new shares of Telecom Argentina S.A. (the “Exchange Ratio”). This Exchange Ratio was deemed reasonable, from a financial standpoint, by the independent professional appraiser Lion Tree Advisors LLC.

 

In view of the above, Telecom Argentina S.A. will increase its capital stock in the amount of Ps. 1,184,528,406, through the issuance of 1,184,528,406 common book-entry shares, with nominal value of ARS 1 each and entitled to one vote per share. The shareholders of Cablevisión will receive these new shares in exchange for the shares they held of that company, in the form of Class “A” or “D” Shares of Telecom Argentina S.A., as appropriate, according to the Exchange Ratio, or the number of new shares resulting from the adjustments to the Exchange Ratio arising from the pre-merger commitment.

 

In addition, on June 30, 2017, the Boards of Directors of Telecom Argentina S.A. and Cablevisión, respectively, decided to call an Ordinary and/or Extraordinary Shareholders’ Meeting to be held on August 31, 2017 to consider the Pre-Merger Commitment and, with regard to Cablevisión, its consequent dissolution and with regard to Telecom Argentina S.A., the amendment of the Bylaws and the increase of its capital stock.

 

On August 31, 2017, at the General Extraordinary Shareholders’ Meeting of the Company the shareholders unanimously decided to approve the Pre-Merger Commitment of the Company with Telecom Argentina S.A. and, the consequent dissolution of Cablevisión on the Effective Date of the Merger mentioned in the preceding paragraph.

 

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NOTE 5 - SEGMENT INFORMATION

 

The Company is mainly engaged in the Cable Television and Internet Access sector, which requires the development of different activities distributed among the different legal entities in which the Company holds an equity interest. In addition, as a result of the acquisition of Nextel, the Company incorporated the IDEN telephonic business. Based on the nature, clients, and risks involved, the following business segments have been identified, which are directly related to the way in which the Company assesses its business performance:

 

a)              Cable Television & Internet Access: mainly comprises its own operations and those carried out by its subsidiaries.

b)              IDEN mobile telephonic services rendered by its subsidiary Nextel.

 

The Company’s Board of Directors, which is the main operating decisions maker, uses adjusted EBITDA to measure the performance of the identified operating segments. Adjusted EBITDA is defined as sales less the cost of sales and selling and administrative expenses (excluding depreciation and amortization). The Company believes that adjusted  EBITDA is a significant performance measure of its businesses, since it is commonly used in the industry to analyze and compare media companies based on operating performance, indebtedness and liquidity. However, adjusted EBITDA does not measure net income or cash flows generated by operations and should not be considered as an alternative to net income, an indication of the Company’s financial performance, an alternative to cash flows generated by operating activities or a measure of liquidity.

 

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Since adjusted EBITDA is not defined by IFRS, it is possible that other companies may calculate it differently. Therefore, the EBITDA reported by other companies may not be comparable to the Company’s reported adjusted EBITDA.

 

Note 1 to these consolidated financial statements includes additional information about the Company’s businesses.

 

The following tables include the information as of June 30, 2017 and 2016, prepared on the basis of IFRS, for the business segments identified by the Company.

 

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Cable
Television
services and
Internet access
(1)

 

Telephonic IDEN

 

Eliminations /
Adjustments (2)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Additional information consolidated at 06.30.2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales services and goods to third parties

 

17,718,347,958

 

1,486,250,608

 

28,530,748

 

19,233,129,314

 

Intersegment sales

 

1,195,323

 

7,326,973

 

(8,522,296

)

 

Total sales

 

17,719,543,281

 

1,493,577,581

 

20,008,452

 

19,233,129,314

 

Cost of sales — excluding depreciation and amortization

 

(6,293,498,305

)

(673,194,704

)

(29,380,628

)

(6,996,073,637

)

Expenses — excluding depreciation and amortization

 

 

 

 

 

 

 

 

 

Selling expenses

 

(2,155,637,832

)

(503,551,279

)

 

(2,659,189,111

)

Administrative expenses

 

(1,827,009,297

)

(236,048,476

)

 

(2,063,057,773

)

Intersegment costs and expenses

 

(7,326,973

)

(1,195,323

)

8,522,296

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

7,436,070,874

 

79,587,799

 

(849,880

)

7,514,808,793

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

 

 

 

 

 

(1,808,426,245

)

Amortization of intangible assets

 

 

 

 

 

 

 

(25,133,701

)

Other income and expenses net

 

 

 

 

 

 

 

11,737,781

 

Financial results

 

 

 

 

 

 

 

(893,740,595

)

Result of long-term investments in associates

 

 

 

 

 

 

 

78,056,918

 

Income tax

 

 

 

 

 

 

 

(1,705,241,377

)

Net income for the period

 

 

 

 

 

 

 

3,172,061,574

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

28,519,412,383

 

4,554,249,815

 

(510,049,299

)

32,563,612,899

 

 

 

 

 

 

 

 

 

 

 

Additional information consolidated at 06.30.2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments for acquisition of property, plant and equipment

 

5,687,310,551

 

17,149,055

 

 

5,704,459,606

 

Payments for acquisition of intangible assets

 

 

478,240,911

 

 

478,240,911

 

Payments for acquisition of companies

 

 

 

 

 

 

 

 

 

Ordinary revenues of foreign subsidiaries

 

504,653,163

 

 

 

504,653,163

 

Non-current assets except deferred tax and financial assets in foreign subsidiares

 

844,552,416

 

 

 

844,552,416

 

 


(1) Source: internal information reviewed by the Board of Directors.

(2) Eliminations and adjustments correspond to transactions between the Company and its subsidiaries and differences in valuation criteria for the recognition of revenues from cable TV and Internet installation services and transactions including separate items.

 

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Cable
Television
services and
Internet access
(1)

 

Telephonic IDEN

 

Eliminations /
Adjustments (2)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Additional information consolidated at 06.30.2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales services and goods to third parties

 

12,649,271,642

 

1,660,328,139

 

(66,927,715

)

14,242,672,066

 

Intersegment sales

 

227,457

 

6,736,681

 

(6,964,138

)

 

Total sales

 

12,649,499,099

 

1,667,064,820

 

(73,891,853

)

14,242,672,066

 

Cost of sales — excluding depreciation and amortization

 

(4,643,079,588

)

(670,071,401

)

(130,729,260

)

(5,443,880,249

)

Expenses — excluding depreciation and amortization

 

 

 

 

 

 

 

 

 

Selling expenses

 

(1,384,560,097

)

(477,031,984

)

 

(1,861,592,081

)

Administrative expenses

 

(1,341,823,005

)

(256,045,698

)

 

(1,597,868,703

)

Intersegment costs and expenses

 

(6,736,681

)

(227,457

)

6,964,138

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

5,273,299,728

 

263,688,280

 

(197,656,975

)

5,339,331,033

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

 

 

 

 

 

(1,073,563,741

)

Amortization of intangible assets

 

 

 

 

 

 

 

(24,998,814

)

Other income and expenses net

 

 

 

 

 

 

 

1,511,424

 

Financial results

 

 

 

 

 

 

 

(1,352,457,631

)

Gain of business acquisitions

 

 

 

 

 

 

 

114,093,096

 

Result of long-term investments in associates

 

 

 

 

 

 

 

69,195,034

 

Income tax

 

 

 

 

 

 

 

(983,974,734

)

Net income for the period

 

 

 

 

 

 

 

2,089,135,667

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

 

22,002,944,178

 

4,068,534,166

 

(77,053

)

26,071,401,291

 

Additional information consolidated at 06.30.2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments for acquisition of property, plant and equipment

 

 

 

 

 

 

 

 

 

Payments for acquisition of intangible assets

 

3,751,422,242

 

58,228,007

 

 

3,809,650,249

 

Payments for acquisition of companies

 

23,024,703

 

 

 

23,024,703

 

Ordinary revenues of foreign subsidiaries

 

20,808,000

 

1,867,559,371

 

 

1,888,367,371

 

Non-current assets except deferred tax and financial assets in foreign subsidiares

 

370,226,667

 

 

 

370,226,667

 

 

 

614,855,459

 

 

 

614,855,459

 

 


(1) Source: internal information reviewed by the Board of Directors.

(2) Eliminations and adjustments correspond to transactions between the Company and its subsidiaries and differences in valuation criteria for the recognition of revenues from cable TV and Internet installation services and transactions including separate items.

 

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NOTE 6 - REVENUES

 

 

 

06.30.2017

 

06.30.2016

 

 

 

Ps.

 

Cable television service

 

11,516,268,120

 

8,801,897,174

 

IDEN telephonic services

 

1,236,531,381

 

1,536,925,633

 

Internet

 

5,763,102,608

 

3,338,823,831

 

Advertising

 

49,679,037

 

49,112,849

 

Sale of goods

 

154,073,590

 

136,160,325

 

Sale of services under the CABA tender

 

266,296,743

 

152,121,034

 

Others

 

247,177,835

 

227,631,220

 

Total

 

19,233,129,314

 

14,242,672,066

 

 

NOTE 7 - COST OF SALES

 

 

 

06.30.2017

 

06.30.2016

 

 

 

Ps.

 

Inventories at the beginning of the year

 

267,058,143

 

4,921,974

 

Incorporation of acquired company of inventories

 

 

222,227,387

 

Net purchases of the period

 

63,114,981

 

315,473,235

 

Application of allowance for impairment of inventories

 

 

(52,483

)

Cost of services rendered (Note 8)

 

8,500,356,258

 

6,154,468,473

 

Inventories at the end of the period

 

(175,238,301

)

(248,200,315

)

Total

 

8,655,291,081

 

6,448,838,271

 

 

NOTE 8 - COST OF SERVICES RENDERED, SELLING EXPENSES AND ADMINISTRATIVE EXPENSES

 

 

 

Cost of
services
rendered

 

Selling
expenses

 

Administrative
expenses

 

Total
06.30.2017

 

Total
06.30.2016

 

Item

 

Ps.

 

Payroll and social security charges and other personnel expenses (1)

 

2,054,336,269

 

562,249,389

 

537,947,653

 

3,154,533,311

 

2,190,626,700

 

Programming costs

 

2,486,886,644

 

 

 

2,486,886,644

 

1,830,206,749

 

Severance costs (compensations to the personnel)

 

32,956,063

 

23,263,952

 

19,308,119

 

75,528,134

 

78,377,366

 

Public utilities and tax rates

 

435,926,641

 

960,815,660

 

15,087,759

 

1,411,830,060

 

1,021,562,845

 

Representation expenses

 

1,652,122

 

40,906,216

 

1,761,158

 

44,319,496

 

33,390,380

 

Maintenance of property, plant and equipment and network expenses

 

895,927,895

 

93,537,115

 

293,571,917

 

1,283,036,927

 

1,070,859,094

 

Leases

 

261,765,561

 

28,493,412

 

36,091,288

 

326,350,261

 

259,215,326

 

Depreciation of property, plant and equipment

 

1,642,741,362

 

73,023,793

 

92,661,090

 

1,808,426,245

 

1,073,563,741

 

Fees for services

 

17,974,765

 

180,915,556

 

641,983,495

 

840,873,816

 

627,739,506

 

Fees to directors and syndics

 

 

 

5,745,500

 

5,745,500

 

5,154,653

 

Advertising and promotion

 

 

363,788,285

 

 

363,788,285

 

231,135,705

 

Office expenses

 

773,296

 

1,374,437

 

20,031,265

 

22,178,998

 

18,023,572

 

Production of magazine

 

123,740,440

 

652,061

 

8,946,767

 

133,339,268

 

120,785,559

 

Data transfer costs

 

354,852,706

 

 

1,132,190

 

355,984,896

 

327,850,900

 

Bad debts

 

 

251,750,075

 

 

251,750,075

 

165,540,265

 

Collection expenses and commissions

 

5,411,531

 

50,211,212

 

455,482,939

 

511,105,682

 

402,195,269

 

Obsolescence of material

 

15,121,706

 

 

 

15,121,706

 

6,528,185

 

Lawsuits and contingencies

 

26,238,940

 

63,169,314

 

(4,863,412

)

84,544,842

 

54,964,058

 

Amortization of intangible assets

 

16,476,082

 

8,657,619

 

 

25,133,701

 

24,998,814

 

Miscellaneous

 

127,574,235

 

38,062,427

 

30,831,135

 

196,467,797

 

164,815,103

 

Total at 06.30.2017

 

8,500,356,258

 

2,740,870,523

 

2,155,718,863

 

13,396,945,644

 

 

 

Total at 06.30.2016

 

6,154,468,473

 

1,930,680,506

 

1,622,384,811

 

 

 

9,707,533,790

 

 


(1)          In accordance with the decision rendered by Chamber II of the Court of Appeals on Federal Administrative Matters, as from September 2015, the Company began calculating employer’s contributions as tax credit on VAT. The amount calculated by the Company for the six-month period ended June 30, 2017 was approximately Ps. 456.4 million.

 

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NOTE 9 - FINANCIAL COSTS

 

 

 

06.30.2017

 

06.30.2016

 

 

 

Ps.

 

Interest

 

(315,795,902

)

(358,045,633

)

Exchange differences

 

(448,939,037

)

(1,195,869,654

)

Financial debt discounts

 

994,471

 

(39,766,851

)

Other financial results related to financial debt

 

25,886,291

 

(114,668,639

)

Total

 

(737,854,177

)

(1,708,350,777

)

 

NOTE 10 - OTHER FINANCIAL INCOME AND EXPENSES, NET

 

 

 

06.30.2017

 

06.30.2016

 

 

 

Ps.

 

Interest

 

66,199,881

 

177,044,371

 

Bank expenses

 

(24,438,436

)

(1,446,650

)

Taxes and expenses

 

(217,980,618

)

(228,611,601

)

Exchange differences on cash and cash equivalents

 

3,910,502

 

398,000,551

 

Exchange differences from the other items

 

51,304,183

 

4,828,761

 

Financial discounts on assets, debts and diverse

 

8,077,592

 

10,411,398

 

Results for operations with notes and bonds

 

(26,735,032

)

(14,741,187

)

Results for changes in fair value of financial instruments

 

(7,702,800

)

15,529,250

 

Other

 

(8,521,690

)

(5,121,747

)

Total

 

(155,886,418

)

355,893,146

 

 

NOTE 11 - PROPERTY, PLANT AND EQUIPMENT

 

The detail of carrying values that compose the item at June 30, 2017 and December 31, 2016 is shown below:

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Buildings and land

 

417,877,457

 

418,450,455

 

Improvements to leased buildings

 

5,139,746

 

8,914,745

 

Installations, machinery and equipment

 

899,161,222

 

738,655,105

 

Furniture and fixtures

 

20,008,145

 

21,062,996

 

Vehicles

 

198,336,485

 

132,373,778

 

Tools

 

50,488,697

 

43,424,211

 

Cables, cable laying and assets under loan for use

 

8,181,858,189

 

7,040,894,243

 

Work in progress

 

3,864,580,869

 

2,893,483,126

 

Telecommunications

 

146,057,065

 

241,358,559

 

Material

 

5,378,206,674

 

3,875,871,711

 

 

 

19,161,714,549

 

15,414,488,929

 

Allowance for obsolescence of material

 

(46,589,392

)

(36,535,146

)

Total

 

19,115,125,157

 

15,377,953,783

 

 

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The evolution of this line-item between January 1, 2016 and June 30, 2017 and for the same period of the preceding year is shown below:

 

 

 

2017

 

2016

 

 

 

Ps.

 

Balance as of January 1

 

15,377,953,783

 

8,450,192,402

 

Incorporation of acquired company balances

 

 

692,994,669

 

Additions

 

5,741,985,391

 

3,860,379,754

 

Decreases (original value)

 

(1,237,948,567

)

(792,957,720

)

Depreciation

 

(1,808,426,245

)

(1,073,563,741

)

Accumulated depreciation of decreases

 

1,067,880,030

 

603,100,324

 

Currency translation of foreign operations

 

(16,191,768

)

(17,290,691

)

Currency of the allowance for obsolescence of material

 

(10,127,467

)

 

Balance as of June 30

 

19,115,125,157

 

11,722,854,997

 

 

Of the additions of the 2017 and 2016 periods 88 % and 86 %, respectively, correspond to the items “Cables, cable laying and assets under loans for use” and “Material”.

 

Average useful life (in years) is detailed in Note 13 to the annual consolidated financial statements as of December 31, 2016.

 

NOTE 12 - INTANGIBLE ASSETS

 

The detail of carrying values that compose the item at June 30, 2017 and December 31, 2016 is shown below:

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Trademarks

 

14,851,714

 

15,113,146

 

Software

 

20,679,888

 

36,841,451

 

SRCE license

 

478,239,516

 

7,857,417

 

Links to the public network

 

 

799,503

 

Radioelectric spectrum

 

1,860,549,580

 

1,860,549,580

 

Other

 

244,935

 

303,972

 

Total

 

2,374,565,633

 

1,921,465,069

 

 

The evolution of this line-item between January 1, 2016 and June 30, 2017 and for the same period of the preceding year is shown below:

 

 

 

2017

 

2016

 

 

 

Ps.

 

Balance as of January 1

 

1,921,465,069

 

66,119,113

 

 

 

 

 

 

 

Incorporation of acquired company balances

 

 

46,257,723

 

Increases

 

478,240,911

 

23,024,703

 

Decreases

 

(699

)

(1,764,268

)

Amortization

 

(25,133,701

)

(24,998,814

)

Currency translation of foreign operations

 

(5,947

)

(10,091

)

Balance as of June 30

 

2,374,565,633

 

108,628,366

 

 

The increases for the period 2017 correspond to the item SRCE license (see Note 20.1.1.2), while in the period 2016 correspond mainly to Software.

 

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The main average useful lives are as follows:

 

 

 

Average useful lives
(in years)

 

Trademarks

 

50

 

Software

 

5

 

Radio-Electric Trunking Services License

 

3 - 15

 

Links to the public network

 

3

 

Radioelectric spectrum

 

15 (1)

 

 


(1)          At the beginning of render of the SCMA service or the expiration of the 18-month period provided for in article 10.1 subsection a) of Annex I Decree No. 764/2000 for the start of service provision, whichever occurs first (See Note 20.1.1.2)

 

NOTE 13 GOODWILL

 

 

 

06.30.2017

 

12.31.2016

 

Cost

 

Ps.

 

Telemas S.A.

 

332,666,710

 

346,853,785

 

Cablevisión Business

 

2,893,129,939

 

2,893,129,939

 

Nextel Business

 

801,741,922

 

801,741,922

 

Total

 

4,027,538,571

 

4,041,725,646

 

 

NOTE 14 - INVESTMENTS

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

Other placements

 

1,233,509,344

 

1,133,469,884

 

Total

 

1,233,509,344

 

1,133,469,884

 

 

 

 

 

 

 

Current

 

 

 

 

 

Mutual funds

 

702,073,630

 

1,517,011,570

 

Notes and bonds

 

28,188,993

 

349,999,610

 

Fixed-term deposit

 

38,129,414

 

37,585,831

 

Other placements

 

338,532,717

 

97,598,992

 

Total

 

1,106,924,754

 

2,002,196,003

 

 

NOTE 15 - INVESTMENTS IN ASSOCIATES

 

Companies

 

Main activity

 

Country

 

%
participation
on capital
and votes

 

Valuation at
06.30.2017

 

Valuation at
12.31.2016

 

Ver T.V. S.A. (1)

 

Cable TV station

 

Argentina

 

49.00

 

134,445,343

 

178,565,500

 

Teledifusora San Miguel Arcángel S.A. (1)

 

Cable TV station

 

Argentina

 

49.10

 

69,842,353

 

62,364,745

 

La Capital Cable S.A.

 

Closed circuit television

 

Argentina

 

49.00

 

29,139,785

 

25,548,618

 

Televisora Privada del Oeste S.A.

 

Closed circuit television

 

Argentina

 

47.00

 

5,592,798

 

5,592,798

 

AVC Continente Audiovisual S.A. (1)

 

Closed circuit television

 

Argentina

 

40.00

 

4,729,585

 

4,377,061

 

Other

 

 

 

 

 

 

 

88,378

 

89,490

 

Total

 

 

 

 

 

 

 

243,838,242

 

276,538,212

 

 


(1)          Data on the issuer arising from financial information.

 

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NOTE 16 - OTHER RECEIVABLES

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

National tax credits

 

45,145,839

 

32,309,167

 

Provincial tax credits

 

614,795

 

728,896

 

Advances to suppliers

 

170,439,798

 

172,246,617

 

Prepaid expenses

 

61,190,790

 

74,529,539

 

Other debtors

 

2,274,637

 

3,984,313

 

Other

 

7,636,885

 

6,234,554

 

Total

 

287,302,744

 

290,033,086

 

 

 

 

 

 

 

Current

 

 

 

 

 

National tax credits

 

75,792,181

 

144,694,597

 

Provincial tax credits

 

2,784,030

 

7,077,933

 

Municipal tax credits

 

 

127,848

 

Prepaid expenses

 

541,594,739

 

248,415,775

 

Judicial deposits

 

28,346,822

 

27,714,675

 

Related parties

 

16,234,908

 

19,788,905

 

Advances to suppliers

 

80,737,126

 

61,425,818

 

Dividends receivable

 

62,766,426

 

 

Other debtors

 

36,415,262

 

22,127,457

 

Advances to employees

 

8,163,835

 

5,993,864

 

Deposits in guarantee

 

62,335,514

 

20,481,681

 

Other

 

35,115,921

 

75,075,502

 

Total

 

950,286,764

 

632,924,055

 

 

NOTE 17 TRADE RECEIVABLES

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Current

 

 

 

 

 

Ordinary

 

2,603,637,815

 

1,969,684,888

 

Related parties

 

37,492,903

 

50,074,090

 

Other

 

1,358,499

 

756,100

 

Allowance for bad debts

 

(407,310,132

)

(346,960,306

)

Total

 

2,235,179,085

 

1,673,554,772

 

 

NOTE 18 INVENTORIES

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Current

 

 

 

 

 

Resale goods

 

10,694,228

 

9,672,286

 

Computer equipment held by third parties

 

 

2,823,190

 

Radio equipment and accessories

 

113,503,725

 

204,261,033

 

Parts

 

51,040,348

 

50,301,634

 

Allowance for impairment of inventories

 

 

(409,536

)

Total

 

175,238,301

 

266,648,607

 

 

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Table of Contents

 

NOTE 19 - BANK AND FINANCIAL DEBT

 

The evolution of loans and financing between January 1, 2017 and June 30 , 2017 and for the same period of the preceding year is shown below:

 

 

 

2017

 

2016

 

 

 

Ps.

 

Balance as of January 1

 

9,558,544,599

 

6,621,169,498

 

New loans and financing (1)

 

535,115,129

 

7,475,416,757

 

Interest

 

317,053,166

 

357,365,366

 

Permanence fees

 

 

5,665,714

 

Effects of exchange rate variation

 

448,939,037

 

1,146,340,600

 

Offsetting of financial debt with other receivables

 

(8,400,000

)

(17,000,000

)

Effect of the decrease in the financial debt that was eliminated in consolidation

 

 

(7,966,202

)

Settlement of interests

 

(327,219,124

)

(525,927,974

)

Settlement of principal and issuing expenses

 

(533,135,204

)

(4,878,276,722

)

Measurement of financial debt at present value

 

(994,471

)

40,625,938

 

Balance as of June 30

 

9,989,903,132

 

10,217,412,975

 

 


(1)          Mainly loans to pay financial debts and to purchase capital assets and inventories.

 

The following is a breakdown of the Company’s loans and indebtedness:

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Non-current

 

 

 

 

 

Cablevisión Notes - principal

 

8,315,000,000

 

7,945,000,000

 

Measurement of financial debt at present value

 

(72,617,026

)

(80,071,908

)

For purchase of equipment - principal

 

650,766,426

 

714,525,657

 

Bank loans - principal

 

155,711,987

 

 

Total

 

9,048,861,387

 

8,579,453,749

 

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Current

 

 

 

 

 

Debt with related companies - principal

 

 

8,400,000

 

For purchase of equipment - principal

 

803,679,490

 

791,484,224

 

Accrued interest

 

38,020,556

 

41,355,021

 

Measurement of financial debt at present value

 

23,373,963

 

32,134,985

 

Bank loans - principal

 

75,967,736

 

105,716,620

 

Total

 

941,041,745

 

979,090,850

 

 

The main conditions of bank loans for the period are as follows:

 

Date of issue

 

Institution

 

Currency

 

Original
amount

 

Final maturity

 

Fixed interest
rate

 

January 2016

 

Banco de Santa Fe S.A.

 

Ps.

 

50.0

(2)

April 2016 (1)

 

34.00

%

April 2016

 

Banco de Santa Fe S.A.

 

Ps.

 

50.0

(2)

July 2016 (1)

 

34.25

%

July 2016

 

Banco de Santa Fe S.A.

 

Ps.

 

50.0

(2)

October 2016 (1)

 

30.50

%

September 2016

 

Banco Itaú Argentina S.A.

 

US$

 

3.5

(3)

September 2017

 

5.00

%

October 2016

 

Banco de Santa Fe S.A.

 

Ps.

 

50.0

(2)

January 2017 (1)

 

27.50

%

January 2017

 

Banco de Santa Fe S.A.

 

Ps.

 

50.0

(2)

April 2017 (1)

 

27.50

%

January 2017

 

ICBC

 

US$

 

5.1

(3)

January 2022

 

6.00

%

February 2017

 

Banco Itaú BBA International PLC

 

US$

 

5.3

(3)

February 2020

 

5.00

%

 


(1)          Fully repaid at maturity.

(2)          Renewal of funds to increase working capital.

(3)          Funds used to complete the investment plan.

 

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NOTE 20 - REGULATORY FRAMEWORK

 

20.1. Matters related to the regulatory situation of the Company

 

20.1.1. Nextel

 

20.1.1.1 Acquisition of control over Nextel

 

On March 7, 2016, the ENACOM issued Resolution No. 280/2016, whereby it authorized the change of control of Nextel, in favor of Cablevisión S.A.

 

On April 12, 2017, the Comisión Nacional de Defensa de la Competencia (National Antitrust Commission or “CNDC”, for its Spanish acronym) notified Cablevisión of Resolution No. 293/2017 dated April 10, 2017, whereby the CNDC authorized the economic concentration operation consisting of the acquisition by Cablevisión and Televisión Dirigida of 100%, of the shares of Nextel, which were owned by NII Mercosur Telecom S.L.U And NII Mercosur Móviles S.L.U.

 

20.1.1.2 Other requests for authorization filed with the ENACOM

 

On June 22, 2016, Nextel made a filing with the ENACOM in order to request authorization for direct and indirect share transfers that would imply a direct and/or indirect change of control in favor of Nextel, pursuant to Section 13 of Law No. 27078, with respect to the licensees of telecommunication services listed below:

 

·                   Fibercomm S.A.

·                   Trixco S.A.

·                   Callbi S.A.

·                   Infotel S.A.

·                   Skyonline de Argentina S.A.

·                   Netizen S.A.

·                   Eritown Corporation Argentina S.A.

 

On January 6, 2017, the ENACOM issued Resolution No. 111/2017, which under Section 1 authorizes the share transfers mentioned above.

 

The filing made on June 22, 2016 also included a request to change the allocation of a portion of the spectrum that corresponds to the licensees acquired by the Company in order to render 4G services, which was not addressed in ENACOM Resolution No. 111/2017.

 

Notwithstanding the foregoing, taking into consideration the new regulations provided under Decree No. 1340/16 and Resolution No. 171/2017 issued by the Ministry of Communications, N extel reformulated the original request in accordance with the new effective regulations, thus initiating a new administrative file. In this last filing, Nextel finally requested:

 

·                   The beginning of a Refarming process with Economic Compensation as provided under Resolution No. 171/2017;

 

·                   The authorization of the agreements executed by Nextel with the licensees acquired by the Company to operate the services registered by Nextel with the portion of the spectrum allocated to those licensees to render their respective services;

 

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·                   The approval of the registration by Nextel of the Advanced Mobile Telecommunications Service; and,

 

·                   The authorization of the change that would allow that company:

 

·                   To change the allocation and channeling on a primary basis of the 905-915 MHz and 950-960 MHz bands to render advanced mobile communication services at national level with primary status; and,

 

·                   To enhance the allocation of the frequency bands and change the channeling of the 2500 MHz band to the 2690 MHz band to render advanced mobile communication services at national level with primary status.

 

By means of Resolution ENACOM No. 1033/2017, the ENACOM provided for the use of the frequency bands between 905 and 915 MHz and between 950 and 960 MHz for the rendering of the ADVANCED MOBILE COMMUNICATIONS SERVICE (“SCMA”) and by means of Resolution ENACOM No. 1034/2017, the ENACOM provided for the use of the frequency band between 2500 and 2690 MHz for the provision of SCMA, in addition to the current services when their coexistence is possible.

 

By means of Resolution ENACOM No. 1299 /2017 approves the project for Refarming with Economic Compensation, filed by that company to provide Advanced Mobile Communication Services in the frequencies that had been subject to change in allocation pursuant to ENACOM Resolutions No. 1033 and 1034/2017.

 

In addition, the ENACOM decided to register Nextel as provider of Advanced Mobile Communication Services in the Registry of Services; and to authorize the use of above-mentioned frequencies.

 

In the same resolution and as part of the authorization, that agency imposed additional Coverage Obligations on Nextel.

 

It also imposes two obligations that must be fulfilled prior to initiating the rendering of Advanced Mobile Communication Services: (i) the return of the proposed radio-electric spectrum; and (ii) the creation of a guaranty issued in favor of and satisfactory to ENACOM for an amount equal to the value of the radio-electric spectrum that is subject to return.

 

The Resolution also orders that Nextel shall post a performance bond to guarantee the obligations and responsibilities undertaken by that company to be issued in favor and to the satisfaction of the ENACOM for the amount and under the terms that shall be set forth in the contract to be executed with the ENACOM. That contract shall establish, in addition to the economic compensation to be paid by Nextel, the terms, conditions, goals, obligations and other matters inherent to the rendering of the Advanced Mobile Communication Services authorized by that agency to which Nextel shall be bound.

 

On April 12, 2017, Nextel executed with the ENACOM the above-mentioned agreement. On April 28, 2017, pursuant the Agreement executed with the ENACOM, Nextel transferred to that agency the “economic compensation” of Ps. 478,240,214, established by the ENACOM on April 26, 2017. In another agreement also executed on April 12, 2017, Nextel accepted and expressly consented to the authorization granted to the Chairman of the ENACOM to decide on, within a term of 2 years as from the date of the agreement, the replacement with economic compensation -to be borne by Nextel- of certain channels of the 2500-2690 MHz frequency bands for frequencies in other bands, as established under Article 7 of ENACOM Resolution No. 1034/2017.

 

Also, on May 5, 2017, Nextel posted the performance bond provided under the agreement in order to guarantee: (i) compliance with the coverage obligations in the localities ordered by ENACOM; and (ii) the return of compromised radio spectrum.

 

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Through Resolution No. 3909-E/2017 published on May 24, 2017, the ENACOM decided to record the agreements described in the previous paragraph.

 

On May 22, 2017, the Company made a filing with the ENACOM in order to request the incorporation of the records, resources, allocations, permits and authorizations held by Nextel, as well as those held by Trixco S.A., Callbi S.A., Infotel S.A., Skyonline de Argentina S.A., Netizen S.A. and Eritown Corporation Argentina S.A., to the  Licencia Única Argentina Digital held by Cablevisión, as a result of the corporate reorganization process to be implemented whereby Cablevisión will absorb under a merger by acquisition process the above-mentioned licensees, including Nextel, which will be dissolved without liquidation. (See Note 4 a)).

 

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20.1.2. Shareholder Structure of the Company

 

Cablevisión has requested the ENACOM to acknowledge the change in its shareholder structure as a result of the corporate reorganization carried out by its controlling company. (See Note 25). In the understanding that the above-mentioned change has not implied a change of control, it does not require that agency’s authorization.

 

NOTE 21 – PROVISIONS AND OTHER CHARGES

 

 

 

06.30.2017

 

12.31.2016

 

Non-Current

 

 

 

 

 

 

 

 

 

 

 

Accrual for asset retirement

 

230,060,436

 

228,237,296

 

Provisions for lawsuits and contingencies

 

780,770,796

 

726,799,507

 

Total

 

1,010,831,232

 

955,036,803

 

 

21.1. Legal and administrative processes and other commitments

 

a) The Secretary of Domestic Trader (“SCI”) through its 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 estimate their monthly subscription prices. The price arising from the application of the formula was to be informed to the Office of Business Loyalty (Dirección de Lealtad Comercial) between March 8 and March 22, 2010. Cable television operators must adjust such amount semi-annually and inform the result of such adjustment to said Office.

 

Even though as of the date of these financial statements, the Company cannot assure the actual impact of the application of this formula, given the vagueness of the variables provided by the Resolution to calculate the monthly subscription prices, the Company believes that Resolution No. 50/10 is arbitrary and bluntly disregards its freedom to contract, which is part of the right to freedom of industry and trade. Therefore, the Company has filed the pertinent administrative claims and has brought the necessary legal actions requesting the suspension of the Resolution’s effects and ultimately requesting its nullification.

 

Even though the Company and/or some of its subsidiaries, like other companies in the industry, have strong constitutional arguments to support their position, it cannot be assured that the final outcome of this issue will be favorable. Therefore, the Company may be forced to modify the price of its pay television subscription, a situation that could significantly affect the revenues of its core business. This creates a general framework of uncertainty over the Company’s business that could significantly affect the recoverability of its relevant assets. Notwithstanding the foregoing, as of the date of these financial statements, in accordance with the decision rendered on August 1, 2011 in re “LA CAPITAL CABLE S.A. c/ Ministerio de Economía-Secretaría de Comercio Interior de la Nación”, the Federal Court of Appeals of the City of Mar del Plata has 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). Upon being served on the SCI and the Ministry of Economy on September 12, 2011 such decision became fully effective and may not be disregarded by the SCI. The National Government filed an appeal against the decision rendered by the Federal Court of Appeals of Mar del Plata to have the case brought before the Supreme Court. Such appeal was dismissed and so the National Government filed a direct appeal with the Supreme Court, which has also been dismissed.

 

On June 1, 2010, the SCI imposed a Ps. 5 million fine on the Company alleging that it had failed to comply with the information regime set forth by Resolution No. 50/10 and invoking the Consumer Defense Law to impose such penalty. The fine was appealed and submitted to the Federal Court of Appeals on Administrative Matters, Chamber No. 5 which decided to reduce the fine to Ps. 300,000. The Company appealed this decision by filing an extraordinary appeal with the Supreme Court of Argentina.

 

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On March 10, 2011 SCI Resolution No. 36/11 was published in the Official Gazette. This resolution falls within the framework of SCI Resolution No. 50/10. Resolution No. 36/11 sets forth the parameters to be applied to the services rendered by Cablevisión to its subscribers from January through April 2011. These parameters are as follows: 1) the monthly basic subscription price shall be of Ps. 109 for that period; 2) the price of other services rendered by Cablevisión should remain unchanged as of the date of publication of the resolution; and 3) the promotional benefits, existing rebates and/or discounts already granted as of that same date shall be maintained. The resolution also provides that Cablevisión shall reimburse users for any amount collected above the price set for that period.

 

The Company believes that Resolution No. 36/11 is illegal and arbitrary, since it is grounded on Resolution 50/10, which is absolutely null and void. Since the application of Resolution No. 50/10 has been suspended, the application of Resolution No. 36/11, which falls within the framework of the former, is also suspended.

 

The claim filed by the Company seeking the nullification of Resolution No. 50/10 is currently pending before the Federal Administrative Court of First Instance No. 7 of the City of Buenos Aires. This claim was dismissed in view of the claim pending in the City of Mar del Plata.

 

Subsequently, the SCI issued Resolutions Nos. 65/11, 92/11, 123/11, 141/11, 10/11, 25/12, 97/12, 161/12, 29/13, 61/13, 104/13, 1/14, 43/14 and 93/14 pursuant to which the SCI extended the effectiveness of Resolution No. 36/11 up to and including September 2014, and adjusted the cable television subscription price to Ps. 152. The Company believes, however, that given the terms under which the Federal Court of the City of Mar del Plata granted the preliminary injunction, that is, ordering the SCI to suspend the application of Resolution No. 50/10 with respect to all cable television licensees represented by ATVC (among them, the Company and its subsidiaries), and also given the fact that Resolutions No. 36/11, 65/11, 92/11, 123/11, 141/11, 10/11, 25/12, 97/12, 161/12, 29/13, 61/13, 104/13, 1/14, 43/14 and 93/14 merely apply of Resolution No. 50/10, the Company continues to be protected by said preliminary injunction, and therefore, the ordinary course of its business will not be affected.

 

On April 23, 2013, the Company was served notice of a decision rendered in re “Defensor del Pueblo de Buenos Aires c/Cablevisión S.A. s/Amparo Ley 16986 (Incidente de Medida Cautelar)” pending before Federal Court No. 2, Civil Clerk’s Office No. 4 of the City of La Plata, in connection with the price of cable television subscriptions, whereby the court imposed a cumulative fine of Ps. 100,000 per day on the Company.

 

The Company appealed the fine on the grounds that, Resolution No. 50/10 issued by Mr. Moreno, as well as its extensions and/or amendments, were suspended, as mentioned above, by an injunction with respect to the Company and its branches and subsidiaries prior to the imposition of the fine, pursuant to the collective injunction issued by the Federal Court of the City of Mar del Plata on August 1, 2011 in re “La Capital Cable y Otros c/ Estado Nacional y Otros s/ Medida Precautoria”. That injunction suspended the application of all the criteria set by the Secretariat of Domestic Trade under Mr. Guillermo Moreno.

 

The Federal Court of Appeals of the City of La Plata reduced the fine to Ps. 10,000 per day. The Company filed an appeal against that decision in due time and form. On October 16, 2013, the Court of Appeals dismissed the appeal filed by the Company. On that same date, the Company settled the fine in the amount of Ps. 1,260,000 and compliance was recorded in the file.

 

On June 11, 2013, the Company was served notice of a resolution rendered in the abovementioned case, whereby the court ordered the appointment of an expert overseer (perito interventor) specialized in economic sciences to: (i) verify whether or not the invoices corresponding to the basic cable television subscription issued by the Company to subscribers domiciled in the Province of Buenos Aires, are

 

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actually prepared at the headquarters located at Gral. Hornos 690, and/or at the Company’s branch offices, precisely detailing that process, (ii) identify the individuals responsible for that area, (iii) determine whether or not the administrative actions tending towards the effective compliance with the injunction issued on that case are underway, and (iv) identify the senior staff of the Company that must order the invoice issuance area to prepare the invoices as decided under that injunction.

 

The Company timely appealed the appointment of said expert on the same grounds stated above. This appeal is also pending before the Federal Court of Appeals of the City of La Plata.

 

For the purposes of enforcing the injunction, the court issued letters rogatory to the competent judge of the City of Buenos Aires. Upon the initiation of that proceeding, both the Federal Court on Administrative Matters and the Federal Court on Civil and Commercial Matters declined jurisdiction to enforce the injunction ordered by the Federal Judge of La Plata. The Company has appealed the decision in connection with the lack of jurisdiction in due time and form. Chamber No. 1 of the Federal Court of Appeals on Civil and Commercial Matters confirmed the appealed decision. Accordingly, the Company will file an extraordinary appeal in due time and form to have the case decided by the Supreme Court of Argentina.

 

It should be noted that, in light of the corporate reorganization, both parties requested the suspension of the procedural terms for 180 days. The judge granted such request. Therefore, the procedural terms were suspended until December 11, 2014. Given the decision rendered by the Supreme Court of Argentina in re “Municipality of Berazategui v. Cablevisión” mentioned below, the procedural periods remain suspended until the Federal Court of Mar del Plata renders a decision thereon.

 

The file initiated by the Ombudsman before the Federal Court of La Plata, was sent to Mar del Plata, as established by the decision rendered in re Municipality of Berazategui v. Cablevisión referred to below, ordering that the preliminary injunction be revoked because it contradicts the injunction ordered in the proceeding initiated by ATVC.

 

After the Federal Court of the City of Mar del Plata issued its injunction, several Municipal Offices of Consumer Information (“OMIC”, for its Spanish acronym) and several individuals filed claims requesting that the Company comply with Resolution No. 50/10 and the subsequent resolutions that extended its effectiveness. In some cases, preliminary injunctions were granted. In every case, the Company appealed such preliminary injunctions alleging that Resolution No. 50/10, as amended, and/or the subsequent resolutions that extended its effectiveness, had been suspended with respect of the Company, its branches and subsidiaries prior to the issuance of such preliminary injunctions.

 

On September 23, 2014, the Court rendered a decision in re “Municipalidad de Berazategui c/ Cablevisión” ordering that the cases related to these resolutions continue under the jurisdiction of the Federal Court of Mar del Plata that had issued the decision on the collective action in favor of ATVC.

 

Decisions made on the basis of these consolidated financial statements should consider the eventual impact that the above-mentioned resolutions might have on the Company and its subsidiaries, and the Company’s consolidated financial statements should be read in light of such uncertainty.

 

b) On April 5, 2017, a subsidiary of the Company received a notification from the Under-Secretary of State for Taxation of Treasury (“SET”) of the Republic of Paraguay, whereby that subsidiary was informed that it had failed to determine the additional Tax on Commercial, Industrial, or Services Income (“IRACIS”) rate on the accumulated results of the companies merged in 2014. The Company´s subsidiary consider that it has solid arguments to support its position.

 

NOTE 22 – TAXES PAYABLE

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

National taxes

 

4,002,298

 

3,776,292

 

Total

 

4,002,298

 

3,776,292

 

 

 

 

 

 

 

Current

 

 

 

 

 

National taxes

 

1,822,578,749

 

1,534,374,200

 

Provincial taxes

 

35,755,537

 

28,345,208

 

Municipal taxes

 

72,975,454

 

57,398,365

 

Total

 

1,931,309,740

 

1,620,117,773

 

 

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NOTE 23 – OTHER PAYABLES

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

 

 

 

 

 

 

Revenues to accrue

 

114,647,010

 

109,397,233

 

Other

 

841,815

 

1,090,397

 

Total

 

115,488,825

 

110,487,630

 

 

 

 

 

 

 

Current

 

 

 

 

 

Dividends payable — Related parties

 

685,253,334

 

 

Dividends payable — Other

 

122,268,986

 

1,794,126

 

Fees to directors and syndics

 

1,067,030

 

1,073,030

 

Revenues to accrue

 

194,260,677

 

237,524,327

 

Other

 

2,753,271

 

6,122,630

 

Total

 

1,005,603,298

 

246,514,113

 

 

NOTE 24 – ACCOUNTS PAYABLE AND OTHERS

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

Current

 

 

 

 

 

Suppliers

 

1,978,728,332

 

1,559,529,835

 

Commercial accruals

 

1,530,090,420

 

1,290,124,791

 

Related parties

 

227,086,674

 

203,735,757

 

Social accruals

 

1,164,734,227

 

1,303,953,175

 

Total

 

4,900,639,653

 

4,357,343,558

 

 

NOTE 25 - SHARE CAPITAL

 

At the General Extraordinary Shareholders’ Meeting held on January 12, 2016, the shareholders of the Company decided, among other things, i) to cancel 207,157 Class B common book-entry treasury shares with a nominal value of Ps. 1 representing 0.1% of the capital stock and votes of the Company; and, consequently, to reduce the capital stock by Ps. 207,157, (ii) to ratify the amendment of Section 4 of the Bylaws approved by the shareholders at the Extraordinary Shareholders’ Meeting held on June 30, 2014, which, among other things, had amended the nominal value of shares from Ps. 1 to Ps. 10,000 and (iii) to delegate on the Board of Directors the power to determine and establish the time, form and conditions of issuance of the shares representing the new capital stock to be issued, as well as the payment in cash of the fractions, if any.

 

In light of the above, on June 29, 2016, the Board of Directors completed the implementation of the payment in cash of the fractions and the change in the nominal value and, therefore, the Company’s capital stock now amounts to Ps. 197,300,000 represented by 19,730 shares, of which i) 15,785 are Class A book entry shares, with nominal value of Ps. 10,000 each and entitled to one vote per share, and ii) 3,945 are Class B book entry shares, with nominal value of Ps. 10,000 each and entitled to one vote per share. At the same meeting of the Board of Directors, new shares were issued.

 

Subsequently, at the General Extraordinary Shareholders’ Meeting held on June 30, 2016, the shareholders decided to capitalize in full the following accounts, (i) the Paid-in Capital for Ps. 134,234,500, ii) the merger surplus for Ps. 2,894,151; iii) the partial capitalization of the “Optional Reserve to Maintain the Company’s Level of Capital Expenditures and its Current Solvency Level” for Ps. 865,571,349, thus increasing the capital stock from Ps. 197,300,000 to Ps. 1,200,000,000 through the issuance of 100,270 new common book-entry shares with nominal value of Ps. 10,000 and entitled to one vote per share, of which 80,221 will be Class A common book-entry shares and 20,049 will be Class B common book-entry shares. On March 14, 2017, the capital increase was registered in IGJ.

 

On May 2, 2017, the Company received a communication sent by Grupo Clarín and Cablevisión Holding S.A. whereby the two companies informed the Company that, pursuant to the spin-off and

 

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incorporation process initiated by Grupo Clarín, with effective as from May 1, 2017, Grupo Clarín’s participation in the Company was allocated to Cablevisión Holding S.A. (the “Spin-off and Incorporation”). As a result, the Company’s Board of Directors proceeded to take account of the Spin-off and Incorporation and decided the issuance of the shares, whereby Cablevisión Holding S.A. became the holder of 34,425 Class A shares and 6,782 Class B shares.

 

The following table shows the Company’s shareholders. The principal shareholders of the Company do not have different or preferred voting rights with respect to the shares owned by them.

 

Shareholders

 

Number of Shares

 

% of Share Capital

 

 

 

 

 

 

 

Cablevisión Holding S.A. (1)

 

34,425

 

28.7

 

VLG Argentina, LLC (1) (3)

 

61,581

 

51.3

 

Fintech Media LLC (2) 

 

17,212

 

14.3

 

Cablevisión Holding S.A (2)

 

6,782

 

5.7

 

Total

 

120,000

 

100.0

 

 


(1)  Class A Shares.

(2)  Class B Shares.

(3)  Cablevisión Holding S.A holds a 50% equity interest in VLG Argetina LLC.

 

NOTE 26 - RESERVES, ACCUMULATED RESULTS AND DIVIDENDS

 

1. Cablevisión

 

On March 30, 2017, at the Company’s Annual General Ordinary and Extraordinary Shareholders’ Meeting, its shareholders decided to appropriate the net income for the year ended December 31, 2016, of Ps. 4,045,337,263, according to the following detail: (i) Ps. 1,600,000,000 to the distribution of cash dividends payable to shareholders in proportion to their shareholdings, in pesos or dollars in two installments, the first of which to be paid within thirty days of the Shareholders’ Meeting and the second to be paid on December 31, 2017 or earlier date to be determined by the boar, delegating on the board the time and form of payment, (ii) Ps. 200,479,147 to the increase in the Legal Reserve, and (ii) Ps. 2,244,858,116 to the Voluntary Reserve to maintain the Company’s level of capital expenditures and its current solvency level. As of the date of issuance of these financial statements the Company has paid Ps. 800,000,000 of its distributed dividends.

 

2. Subsidiaries

 

During the month of February 2017, the subsidiary Ver T.V. S.A. voted dividends of Ps. 77.1 million of which Ps. 37.8 million correspond to the Company according to its pro rata participation. As of the date of these financial statements, the aforementioned dividends were paid.

 

During the month of May 2017, the subsidiary La Capital Cable S.A. voted dividends of Ps. 21.4 million of which Ps. 10.5 million correspond to the Company according to its pro rata participation. As of the date of these financial statements, the aforementioned dividends were paid.

 

During the month of June 2017, the subsidiary Ver T.V. S.A. voted dividends of Ps. 104 million of which Ps. 51 million correspond to the Company according to its pro rata participation. As of the date of these financial statements, were paid Ps. 6.4 million of the aforementioned dividends.

 

During the month of June 2017, the subsidiary Teledifusora San Miguel Arcángel S.A. voted dividends of Ps. 24 million of which Ps. 11.8 million correspond to the Company according to its pro rata participation. As of the date of these financial statements, the aforementioned dividends were paid.

 

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NOTE 27 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

During the six-month period ended June 30, 2017, there were no transactions with related parties outside the ordinary course of business, or significant changes other than those described below:

 

As of December 31, 2016, the Company had a credit balance of Ps. 359,154,589, with the shareholder Grupo Clarín while as of June 30, 2017, the Company had a debit balance of Ps. 274,713,334, with that shareholder, mainly as a result of the distribution of dividends (See Note 26.1).

 

As of December 31, 2016, the Company did not have any balances with the shareholder VLG Argentina LLC, while as of June 30, 2017, the Company had a debit balance of Ps. 410,540,000 with that shareholder as a result of the distribution of dividends (See Note 26.1).

 

Agreements with shareholders

 

On June 28, 2008, Cablevisión and Grupo Clarín executed a supplementary agreement to the technical assistance agreement, effective as of September 26, 2006, whereby they amended the volume of the services rendered by Grupo Clarín and the mechanism used to determine that company’s annual fee.

 

On January 6, 2017 and January 5, 2016 respectively, the agreements were amended, setting Grupo Clarín’s annual fees. On April 30, 2017 the contract was terminated with the reason for the change of the controlling company.

 

On May 1, 2017 Cablevisión and Cablevisión Holding S.A., entered into a contract for advisory services and technical assistance under which the volume of services to be received from Cablevisión Holding S.A. and how the annual fee is determined.

 

NOTE 28 – JOINT VENTURES – Prima AND UTE Ertach - Prima

 

On May 24, 2017, the joint venture (UTE, for its Spanish acronym) Ertach - Prima executed an agreement with the Ministry of the Chief of the Cabinet of Ministers of the Province of Buenos Aires for the provision of data transmission services for the Single Provincial Data Communication Network implemented under original Bid for a term of 24 months counted as from May 1, 2017.  On June 1, 2017, the Governor of the Province of Buenos Aires signed Decree No. 2017-166-E-GDEBA-GPBA, whereby she decided:

 

1. To acknowledge the services rendered by the UTE for the Single Provincial Data Communication Network during the period from May 1, 2016 through April 30, 2017 and the services rendered to the Supplementary Network for Schools from May 1, 2015 through April 30, 2016,

 

2. To approved the Agreement executed on May 24, 2017 between the Ministry of the Chief of the Cabinet of Ministers and the UTE.

 

NOTE 29 - FINANCIAL INSTRUMENTS

 

The Company’s activities expose it to several financial risks: market risk (including foreign exchange risk, fair value interest rate risk and price risk), capital risk, credit risk and liquidity risk.

 

There have not been any changes in risk management policies as from the last closing date.

 

The Company makes transactions in foreign currency. Therefore, it is exposed to fluctuations in the exchange rate. A portion of the Company’s financial debt is denominated in U.S. dollars, whereas its revenues are generated in the currency of the country in which it operates.

 

Therefore, the Company has executed forward foreign exchange purchases.

 

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Monetary assets and liabilities denominated in foreign currency (U.S. dollar) at June 30, 2016, and at the end of the previous fiscal year are as follows:

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Ps.

 

ASSETS

 

 

 

 

 

Other receivables

 

131,253,327

 

75,715,940

 

Trade receivables

 

720,395

 

713,554

 

Investments

 

1,690,066,872

 

2,028,930,770

 

Cash and banks

 

232,660,743

 

750,989,254

 

Total Assets

 

2,054,701,337

 

2,856,349,518

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Bank and financial debt

 

10,021,497,345

 

9,536,177,835

 

Provisions and other charges

 

122,934

 

131,151

 

Other payables

 

1,596,433

 

1,653,069

 

Accounts payable and others

 

846,547,812

 

649,296,192

 

Total Liabilities

 

10,869,764,524

 

10,187,258,247

 

 

The Company believes that the cash flows generated by its operations and the access to financing sources will allow it to meet its financial obligations.

 

29.1. Financial instruments at fair value

 

The following table shows the Company’s financial assets and liabilities valued at fair value as of the end of each period and year respectively:

 

 

 

06.30.2017

 

Trading prices
(Level 1)

 

Other significant
observable items
(Level 2)

 

 

 

Ps.

 

Assets

 

 

 

 

 

 

 

Current investments

 

721,928,211

 

721,928,211

 

 

 

 

 

12.31.2016

 

Trading prices
(Level 1)

 

Other significant
observable items
(Level 2)

 

 

 

Ps.

 

Assets

 

 

 

 

 

 

 

Current investments

 

1,854,868,372

 

1,854,868,372

 

 

 

Financial assets are valued using quoted prices for identical assets or liabilities (Level 1) and the prices of similar instruments from sources available on the market (Level 2). At September 30, 2016 and December 31, 2015, the Company did not have any asset or liability that had not been compared against observable market data to determine fair value (Level 3).

 

29.2. Fair value of financial instruments

 

The book value of cash, accounts receivable and current liabilities approximates their fair value due to the short term maturities of these instruments. Non-current financial receivables were generated near the end of the periods ended as of June 30, 2017 and the year ended as of December 31, 2016 respectively so that the amortized cost approximates the fair value.

 

Non-current investments classified as loans and receivables have been measured at amortized cost, and their book value approximates their fair value.

 

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The fair value of non-current financial liabilities (level 2) is determined based on the future cash flows of the debt discounted at the market rate available to the Company for debt with similar terms (currency and remaining term), prevailing at the time of measurement.

 

The estimated fair value of non-current financial liabilities is as follows (in thousands of pesos):

 

 

 

06.30.2017

 

12.31.2016

 

 

 

Book Value

 

Fair Value

 

Book Value

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

Bank and financial debt - non-current

 

9,048,861

 

9.540.470

 

8,579,454

 

8,773,651

 

 

NOTE 30 - SUBSEQUENT EVENTS

 

a) Note 4 describes the main events that occurred after June 30, 2017 related to the related to the company´s reorganization processes.

 

b) Note 26 describes the main events that occurred after June 30, 2017 related to the related to the collection of dividends distributed by subsidiaries.

 

NOTE 31 - APPROVAL OF CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

 

These consolidated condensed interim financial statements have been approved by the Board of Directors of the Company and their issue has been authorized for September 4, 2017 .

 

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ANNEX B

 

Cablevisión Audited Financial Statements

 


 


Table of Contents

 

Cablevisión S.A.

 

Consolidated Financial Statements

as of December 31, 2016, 2015 and 2014

presented on a comparative basis

 

B- 1



Table of Contents

 

Cablevisión S.A.

 

Consolidated Financial Statements

as of December 31, 2016, 2015 and 2014

presented on a comparative basis

 

B- 2



Table of Contents

 

Index

 

Consolidated Financial Statements

 

 

Consolidated Statement of Comprehensive Income.

 

 

Consolidated Statement of Financial Position.

 

 

Consolidated Statement of Changes in Equity.

 

 

Consolidated Statement of Cash Flows.

 

Notes to the Consolidated Financial Statements

 

1.

General information.

 

2.

Basis of preparation and presentation of Consolidated Financial Statements.

 

 

2.1.

Basis of preparation.

 

 

2.2.

Standards and Interpretations issued but not adopted to date.

 

 

2.3.

Standards and Interpretations issued adopted to date.

 

 

2.4.

Basis of consolidation.

 

 

2.5.

Business combinations.

 

 

2.6.

Investments in associated companies.

 

 

2.7.

Interests in joint ventures.

 

 

2.8.

Goodwill.

 

 

2.9.

Revenue recognition.

 

 

2.10.

Leases.

 

 

2.11.

Foreign currency and functional currency.

 

 

2.12.

Current and deferred income tax.

 

 

2.13.

Property, plant and equipment.

 

 

2.14.

Intangible assets.

 

 

2.15.

Impairment of non financial assets except goodwill.

 

 

2.16.

Inventories.

 

 

2.17.

Other assets.

 

 

2.18.

Provisions and other charges.

 

 

2.19.

Financial instruments.

 

 

2.20.

Other payables.

 

 

2.21.

Capital.

 

 

2.22.

Other receivables.

 

 

2.23.

Consolidated Statement of Cash Flows.

 

 

2.24.

Distribution of dividends.

 

 

2.25.

Segment information.

 

3.

Accounting estimates and judgments.

 

4.

Acquisition of companies and company reorganization processes.

 

5.

Segment information.

 

6.

Revenues.

 

7.

Cost of sales.

 

8.

Cost of services rendered, selling expenses and administrative expenses.

 

9.

Financial costs.

 

10.

Other financial income and expenses, net.

 

11.

Equity in earnings from associates.

 

12.

Income tax.

 

13.

Property, plant and equipment.

 

14.

Intangible assets.

 

15.

Goodwill.

 

16.

Investments.

 

17.

Investments in associates.

 

18.

Other receivables.

 

19.

Inventories.

 

20.

Trade receivables.

 

21.

Cash and banks.

 

22.

Share capital.

 

23.

Reserves, accumulated results and dividends.

 

 

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Table of Contents

 

 

Index (cont.)

 

 

 

 

24.

Non-controlling interests.

 

25.

Bank and financial debt.

 

26.

Allowances.

 

27.

Operating lease agreements.

 

28.

Regulatory Framework.

 

 

28.1.

Audiovisual Communication Services Law.

 

 

28.2.

Telecommunication Services.

 

 

28.3.

Emergency Decree No. 267/15. Convergence.

 

 

28.4.

Matters related to the regulatory situation of the Company.

 

 

28.5.

Audiovisual Communications Law in the Republic of Uruguay

 

29.

Provisions and other charges.

 

 

29.1.

Legal and administrative processes and other commitments.

 

 

29.2.

Frequency reassignment in Uruguay.

 

30.

Taxes payables.

 

31.

Other payables.

 

32.

Accounts payable and others.

 

33.

Balance and transactions with related parties.

 

34.

Joint ventures Prima and UTE Ertach - Prima.

 

35.

Derivative financial instruments.

 

36.

Financial risk management.

 

 

36.1.

Financial risk factors.

 

 

36.2.

Financial instruments by category.

 

 

36.3.

Financial instruments at fair value.

 

 

36.4.

Fair value of financial instruments.

 

37.

Award under the public bidding process conducted by the government of the Autonomous City of Buenos Aires.

 

38.

Subsequent events.

 

39.

Approval of financial statements.

 

 

B- 4



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Comprehensive Income

December 31, 2016, 2015 and 2014

 

 

 

Notes

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

 

 

Ps.

 

Continuing operations

 

 

 

 

 

 

 

 

 

Revenues

 

6

 

30,571,193,944

 

20,125,357,239

 

14,226,131,448

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (1)

 

7

 

(14,189,733,320

)

(9,243,975,860

)

(7,233,213,319

)

 

 

 

 

 

 

 

 

 

 

Gross income

 

 

 

16,381,460,624

 

10,881,381,379

 

6,992,918,129

 

 

 

 

 

 

 

 

 

 

 

Selling expenses (1)

 

8

 

(4,398,098,782

)

(2,524,906,935

)

(1,802,896,026

)

Administrative expenses (1)

 

8

 

(3,640,690,239

)

(2,627,972,838

)

(1,727,524,407

)

Other income and expenses, net

 

 

 

(11,429,716

)

1,685,031

 

8,425,440

 

Gain of business acquisitions

 

 

 

114,093,096

 

 

 

Financial costs

 

9

 

(2,596,575,482

)

(2,784,674,993

)

(1,546,377,109

)

Other financial income and expenses, net

 

10

 

222,131,850

 

(28,217,451

)

(60,559,284

)

Financial results

 

 

 

(2,374,443,632

)

(2,812,892,444

)

(1,606,936,393

)

Equity in earnings from associates

 

11

 

131,378,676

 

504,747,128

 

57,731,847

 

Net income before income tax

 

 

 

6,202,270,027

 

3,422,041,321

 

1,921,718,590

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

12

 

(2,095,215,277

)

(909,187,780

)

(596,955,823

)

 

 

 

 

 

 

 

 

 

 

Net income for the year

 

 

 

4,107,054,750

 

2,512,853,541

 

1,324,762,767

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that can be reclassified to earnings

 

 

 

 

 

 

 

 

 

Variation in translation differences of foreign operations

 

 

 

422,414,699

 

146,568,999

 

355,352,649

 

Total comprehensive income for the year

 

 

 

4,529,469,449

 

2,659,422,540

 

1,680,115,416

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

 

4,045,337,263

 

2,473,366,772

 

1,287,185,928

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

 

61,717,487

 

39,486,769

 

37,576,839

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

 

4,394,984,874

 

2,646,458,050

 

1,603,828,509

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

 

134,484,575

 

12,964,490

 

76,286,907

 

 


(1) Includes amortization of intangible assets and depreciation of property, plant and equipment of Ps. 2,588,183,393, Ps. 1,566,174,439 and Ps. 1,231,220,143 at December 31, 2016, 2015 and 2014, respectively.

 

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

 

B- 5



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Financial Position

As of December 31, 2016 and 2015

 

 

 

Note

 

12.31.2016

 

12.31.2015

 

 

 

 

 

Ps.

 

ASSETS

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Property, plant and equipment

 

13

 

15,377,953,783

 

8,450,192,402

 

Intangible assets

 

14

 

1,921,465,069

 

66,119,113

 

Goodwill

 

15

 

4,041,725,646

 

3,143,248,654

 

Investments in associates

 

17

 

276,538,212

 

1,370,204,458

 

Investments

 

16

 

1,133,469,884

 

697,057,242

 

Deferred tax asset

 

12

 

71,338,687

 

74,256,927

 

Other receivables

 

18

 

290,033,086

 

1,271,286,271

 

Trade receivables

 

20

 

 

 

Total non-current assets

 

 

 

23,112,524,367

 

15,072,365,067

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Inventories

 

19

 

266,648,607

 

4,853,955

 

Other receivables

 

18

 

632,924,055

 

490,719,774

 

Trade receivables

 

20

 

1,673,554,772

 

1,263,859,164

 

Investments

 

16

 

2,002,196,003

 

911,123,423

 

Cash and banks

 

21

 

1,246,653,024

 

1,765,860,661

 

Total current assets

 

 

 

5,821,976,461

 

4,436,416,977

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

28,934,500,828

 

19,508,782,044

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY (as per related statement)

 

 

 

 

 

 

 

Attributable to equity holders of the Company

 

 

 

 

 

 

 

Shareholders contributions

 

22

 

1,200,000,000

 

334,732,918

 

Reserves and accumulated results

 

23

 

10,081,523,267

 

8,095,562,585

 

Attributable to non-controlling interests

 

24

 

426,053,160

 

295,977,472

 

Total shareholders equity

 

 

 

11,707,576,427

 

8,726,272,975

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Bank and financial debt

 

25

 

8,579,453,749

 

3,866,186,846

 

Deferred tax liability

 

12

 

375,103,633

 

24,684,471

 

Provisions and other charges

 

29

 

955,036,803

 

281,903,813

 

Taxes payable

 

30

 

3,776,292

 

10,123,846

 

Other payables

 

31

 

110,487,630

 

110,991,475

 

Total non-current liabilities

 

 

 

10,023,858,107

 

4,293,890,451

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Bank and financial debt

 

25

 

979,090,850

 

2,754,982,652

 

Taxes payable

 

30

 

1,620,117,773

 

822,747,954

 

Other payables

 

31

 

246,514,113

 

160,454,506

 

Accounts payable and others

 

32

 

4,357,343,558

 

2,750,433,506

 

Total current liabilities

 

 

 

7,203,066,294

 

6,488,618,618

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

17,226,924,401

 

10,782,509,069

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

 

 

28,934,500,828

 

19,508,782,044

 

 

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

 

B- 6



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Changes in Equity

As of December 31, 2016, 2015 and 2014

 

 

 

EQUITY ATTRIBUTABLE TO THE COMPANY’S EQUITY HOLDERS

 

 

 

 

 

 

 

SHAREHOLDERS`CONTRIBUTIONS

 

ACCUMULATED RESULTS

 

Total

 

 

 

 

 

 

 

Share capital

 

Treasury
shares

 

Additional
paid – in
capital

 

Merger
premium

 

Sub-total

 

Legal
Reserve

 

Voluntary
reserve
(2)

 

Special reserve
– Application of
IFRS

 

Accumulated
results

 

Other
Reserve

 

Company’s
equity
holders

 

Non-
controlling
interests

 

Total equity

 

Balances as of January 1, 2014

 

197,601,949

 

2,318

 

134,234,500

 

2,894,151

 

334,732,918

 

39,520,853

 

3,376,813,179

 

42,775,870

 

710,576,297

 

505,589,827

 

5,010,008,944

 

212,804,480

 

5,222,813,424

 

Transfer of treasury shares dated January 6, 2014

 

(204,839

)

204,839

 

 

 

 

 

 

 

 

 

 

 

 

Constitution of voluntary reserve as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 28, 2014

 

 

 

 

 

 

 

316,576,297

 

 

(316,576,297

)

 

 

 

 

Distribution of dividends as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 28, 2014

 

 

 

 

 

 

 

 

 

(394,000,000

)

 

(394,000,000

)

 

(394,000,000

)

Net income for the year

 

 

 

 

 

 

 

 

 

1,287,185,928

 

 

1,287,185,928

 

37,576,839

 

1,324,762,767

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in currency translation of foreign operations

 

 

 

 

 

 

 

 

 

 

316,642,581

 

316,642,581

 

38,710,068

 

355,352,649

 

Sub-total comprehensive income for the year

 

 

 

 

 

 

 

 

 

1,287,185,928

 

316,642,581

 

1,603,828,509

 

76,286,907

 

1,680,115,416

 

Distribution of dividends to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(2,495,408

)

(2,495,408

)

Decreasing of non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(158,398

)

(158,398

)

Balances as of December 31, 2014

 

197,397,110 

 

207,157 

 

134,234,500 

 

2,894,151 

 

334,732,918 

 

39,520,853 

 

3,693,389,476

 

42,775,870

 

1,287,185,928

 

822,232,408

 

6,219,837,453

 

286,437,581

 

6,506,275,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2015

 

197,397,110

 

207,157

 

134,234,500

 

2,894,151

 

334,732,918

 

39,520,853

 

3,693,389,476

 

42,775,870

 

1,287,185,928

 

822,232,408

 

6,219,837,453

 

286,437,581

 

6,506,275,034

 

Constitution of Optional Reserve as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 23, 2015

 

 

 

 

 

 

 

851,185,928

 

 

(851,185,928

)

 

 

 

 

Distribution of dividends as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 23, 2015

 

 

 

 

 

 

 

 

 

(436,000,000

)

 

(436,000,000

)

 

(436,000,000

)

Net income for the year -

 

 

 

 

 

 

 

 

 

2,473,366,772

 

 

2,473,366,772

 

39,486,769

 

2,512,853,541

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in currency translation of foreign operations

 

 

 

 

 

 

 

 

 

 

173,091,278

 

173,091,278

 

(26,522,279

)

146,568,999

 

Sub-total comprehensive income for the year

 

 

 

 

 

 

 

 

 

2,473,366,772

 

173,091,278

 

2,646,458,050

 

12,964,490

 

2,659,422,540

 

Distribution of dividends to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(3,424,599

)

(3,424,599

)

Balances as of December 31, 2015

 

197,397,110

 

207,157

 

134,234,500

 

2,894,151

 

334,732,918

 

39,520,853

 

4,544,575,404

 

42,775,870

 

2,473,366,772

 

995,323,686

 

8,430,295,503

 

295,977,472

 

8,726,272,975

 

 

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

 

B- 7



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Changes in Equity

As of December 31, 2016, 2015 and 2014

 

 

 

EQUITY ATTRIBUTABLE TO THE COMPANY’S EQUITY HOLDERS

 

 

 

 

 

 

 

SHAREHOLDERS`CONTRIBUTIONS

 

ACCUMULATED RESULTS

 

Total

 

 

 

 

 

 

 

Share capital

 

Treasury
shares

 

Additional
paid – in
capital

 

Merger
premium

 

Sub-total

 

Legal
Reserve

 

Voluntary
reserve
(2)

 

Special reserve
– Application of
IFRS

 

Accumulated
results

 

Other
Reserve

 

Company’s
equity
holders

 

Non-
controlling
interests

 

Total equity

 

Balances as of January 1, 2016

 

197,397,110

 

207,157

 

134,234,500

 

2,894,151

 

334,732,918

 

39,520,853

 

4,544,575,404

 

42,775,870

 

2,473,366,772

 

995,323,686

 

8,430,295,503

 

295,977,472

 

8,726,272,975

 

Share capital reduction arranged by the Extraordinary Shareholders’ Meeting held on January 12, 2016

 

 

(207,157

)

 

 

(207,157

)

 

207,157

 

 

 

 

 

 

 

Constitution of Optional Reserve as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 20, 2016

 

 

 

 

 

 

 

1,723,366,772

 

 

(1,723,366,772

)

 

 

 

 

Distribution of dividends as decided at the Ordinary and Extraordinary Shareholders’ Meeting held on April 20, 2016 (1)

 

 

 

 

 

 

 

 

 

(750,000,000

)

 

(750,000,000

)

 

(750,000,000

)

Effect of change in the nominal value of shares as decided by the Board of Directors on June 29, 2016, pursuant to the powers delegated by the shareholders at the Extraordinary Shareholders’ Meeting held on January 12, 2016

 

(97,110

)

 

 

 

(97,110

)

 

 

 

 

 

(97,110

)

 

(97,110

)

Partial reversal of the Optional Reserve for future dividend distribution as decided by the shareholders at the Extraordinary Shareholders’ Meeting held on June 30, 2016 (1)

 

 

 

 

 

 

 

(749,000,000

)

 

 

 

(749,000,000

)

 

(749,000,000

)

Capitalization of the accounts Additional Paid-in Capital and Merger Surplus as decided by the shareholders at the Extraordinary Shareholders’ Meeting held on June 30, 2016.

 

137,128,651

 

 

(134,234,500

)

(2,894,151

)

 

 

 

 

 

 

 

 

 

Partial reversal of the Optional Reserve to maintain the Company’s level of capital expenditures and its current solvency level for its capitalization as decided by the shareholders at the Extraordinary Shareholders’ Meeting held on June 30, 2016.

 

865,571,349

 

 

 

 

865,571,349

 

 

(865,571,349

)

 

 

 

 

 

 

Reserve for a call option on non-controlling interest (see Note 23)

 

 

 

 

 

 

 

 

 

 

(44,660,000

)

(44,660,000

)

 

(44,660,000

)

Net income for the year

 

 

 

 

 

 

 

 

 

4,045,337,263

 

 

4,045,337,263

 

61,717,487

 

4,107,054,750

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in currency translation of foreign operations

 

 

 

 

 

 

 

 

 

 

349,647,611

 

349,647,611

 

72,767,088

 

422,414,699

 

Sub-total comprehensive income for the year

 

 

 

 

 

 

 

 

 

4,045,337,263

 

349,647,611

 

4,394,984,874

 

134,484,575

 

4,529,469,449

 

Distribution of dividends to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(4,408,887

)

(4,408,887

)

Balances as of December 31, 2016

 

1,200,000,000

 

 

 

 

1,200,000,000

 

39,520,853

 

4,653,577,984

 

42,775,870

 

4,045,337,263

 

1,300,311,297

 

11,281,523,267

 

426,053,160

 

11,707,576,427

 

 


(1)     Dividends distributed in April 2016 were of Ps. 750 million (Ps. 3.80 per share), of which Ps. 749.8 million were paid (Ps. 3.80 per share); the dividends distributed in June 2016 were of Ps. 749 million (Ps. 6,241.7 per share), which were totally paid, and dividends distributed in 2015 were Ps. 436 million (Ps. 2.21 per share) of which Ps. 435.9 were paid (Ps. 2.21 per share).

(2)     As of December 31, 2016, includes Ps. 151 million of voluntary reserve for future distributions of dividends and Ps. 4,502.6 million of voluntary reserve to maintain the level of investments in fixed assets and the current level of solvency of the Company.

 

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

 

B- 8



Table of Contents

 

Cablevisión S.A.

Consolidated Statement of Cash Flows

As of December 31, 2016, 2015 and 2014

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

CASH FLOWS PROVIDED BY OPERATIONS

 

 

 

 

 

 

 

Net income for the year

 

4,107,054,750

 

2,512,853,541

 

1,324,762,767

 

Accrued income tax

 

2,095,215,277

 

909,187,780

 

596,955,823

 

Adjustments to reconcile the net income for the period to net cash flows provided by operations:

 

 

 

 

 

 

 

Equity in earnings from associated companies

 

(131,378,676

)

(504,747,128

)

(57,731,847

)

Depreciation of property, plant and equipment

 

2,519,374,617

 

1,531,614,402

 

1,197,127,794

 

Amortization of intangible assets

 

68,808,776

 

34,560,037

 

34,092,349

 

Obsolescence of material

 

21,778,186

 

9,479,003

 

5,624,740

 

Allowances

 

496,791,269

 

303,106,602

 

222,493,819

 

Result for the sale of property, plant and equipment

 

(8,364,828

)

(457,965

)

(2,194,723

)

Accrued interest, net

 

487,589,161

 

349,300,952

 

313,316,625

 

Financial results – sundry

 

1,159,391,339

 

1,426,170,841

 

1,008,067,473

 

Other income and expenses, net

 

970,867

 

 

 

Gain of business acquisitions

 

(114,093,097

)

 

 

Net decrease of property, plant and equipment

 

331,013,805

 

170,061,899

 

291,013,756

 

Net decrease of intangible assets

 

3,050,655

 

822,680

 

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Trade receivables

 

(391,812,841

)

(440,383,213

)

(404,670,303

)

Other receivables

 

(222,889,604

)

(485,855,029

)

76,328,810

 

Inventories

 

(44,687,578

)

2,571,045

 

(1,890,474

)

Accounts payable and others

 

1,101,867,610

 

1,149,389,554

 

239,141,971

 

Taxes payable

 

(277,910,060

)

(48,891,277

)

(37,735,067

)

Other payables and provisions

 

(27,478,663

)

22,044,289

 

(4,339,813

)

Change in currency translation of foreign operations

 

138,952,144

 

45,606,597

 

156,311,359

 

Collection of interest

 

380,721,244

 

273,401,190

 

71,427,634

 

Income tax paid

 

(1,345,536,810

)

(749,488,503

)

(109,170,492

)

Net cash flows provided by operations

 

10,348,427,543

 

6,510,347,297

 

4,918,932,201

 

 

 

 

 

 

 

 

 

CASH FLOWS USED IN INVESTMENT ACTIVITIES

 

 

 

 

 

 

 

Acquisition of participations in companies

 

(2,032,133,371

)

(799,231,498

)

 

Increase of intangible assets

 

(23,338,586

)

(7,600,638

)

(8,044,237

)

Acquisition of notes and bonds, net

 

(447,806,134

)

154,406,226

 

(702,129,651

)

Call option - Nextel

 

 

(849,919,134

)

 

Collection of dividends

 

1,121,157

 

32,103,387

 

36,677,039

 

Collection of notes and bonds

 

117,565,153

 

222,874,183

 

2,442,552

 

Collection for the sale of property, plant and equipment

 

8,364,828

 

439,964

 

3,980,657

 

Net increase of property, plant and equipment

 

(9,043,691,046

)

(4,342,609,987

)

(2,661,686,063

)

Net cash flows used in investment activities

 

(11,419,917,999

)

(5,589,537,497

)

(3,328,759,703

)

 

 

 

 

 

 

 

 

CASH FLOWS USED IN FINANCING ACTIVITIES

 

 

 

 

 

 

 

Settlement of dividends

 

(1,498,894,116

)

(435,858,858

)

(393,868,866

)

Collection of financial instruments

 

22,709,662

 

47,307,700

 

4,242,112

 

Increase of loans

 

7,857,254,508

 

1,271,321,743

 

656,643,839

 

Settlement of loans – interests

 

(961,957,530

)

(587,392,721

)

(446,258,410

)

Transfer to reserve account and others

 

 

 

(11,428,239

)

Distribution of dividends to non-controlling interests

 

(4,408,887

)

(3,424,599

)

(2,495,408

)

Settlement of loan principal and issuing expenses

 

(6,488,539,363

)

(857,995,614

)

(1,135,159,892

)

Net cash flows used in financing activities

 

(1,073,835,726

)

(566,042,349

)

(1,328,324,864

)

 

 

 

 

 

 

 

 

Net (decrease) / increase in cash

 

(2,145,326,182

)

354,767,451

 

261,847,634

 

Cash at the beginning of year

 

2,176,677,204

 

1,333,264,395

 

1,013,205,809

 

Effect of exchange rate changes on cash and cash equivalents

 

544,589,585

 

488,645,358

 

58,210,952

 

Cash and cash equivalents incorporated by acquisition of companies (See Notes 4.b and 4.d))

 

2,052,951,267

 

 

 

Cash at the end of the year (1) (See Note 2.23)

 

2,628,891,874

 

2,176,677,204

 

1,333,264,395

 

 

 

 

 

 

 

 

 


(1) Includes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and banks

 

1,246,653,024

 

1,765,860,661

 

940,114,763

 

Investments with a maturity not exceeding three months

 

1,382,238,850

 

410,816,543

 

393,149,632

 

 

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

 

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Cablevisión S.A.

Notes to the Consolidated Financial Statements

As of December 31 , 2016, 2015 and 2014

(In pesos)

 

NOTE 1 - GENERAL INFORMATION AND PURPOSE OF CONSOLIDATED FINANCIAL STATEMENTS

 

Cablevisión S.A. (“Cablevisión” or the “Company”) was organized on April 5, 1979, to engage in the business of installing, operating and developing supplementary broadcasting services.

 

The main business of the Company and certain of its subsidiaries consists in operating cable television networks in several locations in Argentina and Uruguay and in the provision of telecommunication services.

 

Cablevisión is the largest multiple system operator (“MSO”) in Argentina and one of the largest in Latin America. A MSO is a company that owns multiple cable systems in different locations under the control and management of a single, common organization.

 

The Company provides pay television services pursuant to of licenses issued by the Federal Broadcasting Committee (Comité Federal de Radiodifusión or “COMFER”) and telecommunication services pursuant to of licenses issued by the Secretary of Communications (“Secom”).

 

NOTE 2 - BASIS OF PREPARATION AND PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

 

2.1. Basis of preparation

 

The Comisión Nacional de Valores (Argentine Securities Commission or “CNV”), by means of General Resolutions No. 562/09 and No. 576/10, has ordered the application of Technical Pronouncements (“TP”) No. 26 and 29 of the Argentine Federation of Professional Councils of Economic Sciences (“Federación Argentina de Consejos Profesionales de Ciencias Económicas” or “FACPCE”). Such pronouncements adopt the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) for entities that are subject to the public offering regime of Law No. 26831, because they have either listed their shares or notes, or because they have requested authorization to be included under such regime. The FACPCE issues so-called Adoption Letters for the enforcement of IASB pronouncements in Argentina.

 

These consolidated financial statements of the Company for the year ended December 31, 2016 presented on a comparative basis, have been prepared in accordance with IFRS. Some additional matters were included as required by the General Argentine companies Law and/or CNV regulations, including, the supplementary information set forth under the last paragraph of Section 1, Chapter III, Title IV of General Resolution No. 622/13. That information is included in the Notes to these consolidated financial statements, as provided under IFRS and CNV standards. The consolidated financial statements have been prepared in accordance with the IFRS issued by the IASB and the interpretations issued by the Interpretations Committee of the International Financial Reporting Standards (“IFRIC”).

 

These consolidated financial statements have been prepared on the basis of historical cost, except for the valuation of financial instruments. In general, historical cost is based on the fair value of the consideration given in exchange for the net assets.

 

International Accounting Standard (IAS) 29 “Financial Reporting in Hyperinflationary Economies” requires that the financial statements of an entity that reports in the currency of a hyperinflationary economy be stated in terms of the measuring unit current at the balance sheet closing date of the reporting period and details a series of factors that may indicate that an economy is hyperinflationary. Pursuant to the guidelines of IAS 29, there is not enough

 

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evidence to conclude that Argentina was a hyperinflationary economy in 2016 and, therefore, the Company did not apply the restatement criteria to the financial information for the years reported as established under IAS 29.

 

The attached consolidated information, approved by the Company’s Board of Directors in its meeting of September 4, 2017, is presented in pesos (Ps.), the currency of legal tender in Argentina, and has been prepared on the basis of the accounting records of Cablevisión and its controlled companies.

 

Certain figures reported in the financial statements for the years ended December 31, 2015 and 2014 were reclassified for comparative purposes with this year.

 

2.2. Standards and Interpretations issued but not adopted to date

 

The Company has not adopted the IFRS or revisions of IFRS detailed below, since their application is not required for the year ended December 31, 2016:

 

· IFRS 9 Financial Instruments: Issued in November 2009 and amended in October 2010 and July 2014, IFRS 9 introduces new requirements for the classification and measurement of financial assets and liabilities and for their derecognition. Said standard is applicable to the years beginning on or after January 1, 2018.

 

· IFRS 15 “Revenue from ordinary activities under contracts with customers”: Issued in May 2014 and applicable to years beginning on or after January 1, 2018. It specifies how and when revenue will be recognized, as well as the additional information to be disclosed by the Company in the financial statements.

 

The standard provides a single, principles-based five-step model to be applied to all contracts with customers.

 

· IFRS 16, “Leases”: Issued in January 2016. It establishes principles for the recognition, measurement, presentation and disclosure of leases. This standard applies to years beginning on or after January 1, 2019.

 

As of the date of these consolidated financial statements, the Company cannot estimate its quantitative impact because it is analyzing the corresponding accounting effects.

 

2.3. Standards and Interpretations issued adopted to date

 

As of the date of these consolidated financial statements no new standards have been issued that apply to the Company in the current year.

 

2.4. Basis of consolidation

 

These consolidated financial statements incorporate the financial statements of Cablevisión and the companies and joint ventures (“Interests in Joint Operations”, Note 2.7) controlled by the Company. Control is presumed to exist when the Company has a right to variable returns from its interest in a subsidiary and has the ability to affect those returns through its power over the subsidiary. This power is presumed to exist when it is evidenced by the voting rights, be it that the Company has the majority of voting rights or potential voting rights currently exercised.

 

The subsidiaries are consolidated from the date on which the Company assumes control over them and are excluded from consolidation on the date control ceases. Additionally, these financial statements incorporate the companies mentioned in 2.4.1.

 

For consolidation purposes, intercompany transactions and balances between the Company and its consolidated companies have been eliminated. Unrealized net income has also been eliminated. Below is a detail of the consolidated subsidiaries, as well as the percentage of direct and indirect interest in the capital stock and votes of each of them as of the dates indicated:

 

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Participation rate
in the share capital and votes

 

Subsidiary

 

Country

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

Fintelco S.A. (3)

 

Argentina

 

 

100

 

100

 

Pem S.A.

 

Argentina

 

100

 

100

 

100

 

CV Berazategui S.A.

 

Argentina

 

70

 

70

 

70

 

Cable Imagen S.R.L. (2)

 

Argentina

 

100

 

100

 

100

 

Televisión Dirigida S.A.

 

Paraguay

 

100

 

100

 

100

 

Wolves Televisión S.A. (3)

 

Argentina

 

 

100

 

100

 

Adesol S.A. (1)

 

Uruguay

 

100

 

100

 

100

 

Ultima Milla S.A.

 

Argentina

 

100

 

100

 

100

 

Primera Red Interactiva de Medios Argentinos (PRIMA) S.A. (“Prima”) (3)

 

Argentina

 

 

100

 

100

 

Nextel Communications Argentina S.R.L. (“Nextel”)

 

Argentina

 

100

 

 

 

 


(1)          Includes interests in special purpose entities, to wit: Audomar S.A., Bersabel S.A., Dolfycor S.A., Reiford S.A., Space Energy S.A., Tracel S.A. and Visión Satelital S.A.

(2)          Data on the issuer arising from financial information.

(3)          Companies merged into Cablevisión with effect as of Octorber 1, 2016 (See Note 4 d)).

 

The financial statements of subsidiaries used for consolidation purposes bear the same closing date as these consolidated financial statements, cover the same periods, and have been prepared using exactly the same accounting policies as those used by the Company, which are described in the notes to the financial statements, or adjusted as applicable.

 

2.4.1. Consolidation of Structured Entities

 

The Company, through one of its subsidiaries, 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 in Uruguay. In accordance with IFRS 10 “Consolidated financial statements”, these consolidated financial statements include the assets, liabilities and results of these companies. 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 in the line-items “Equity attributable to non controlling interests” and “Net income attributable to non controlling interests”.

 

The Company considers those transactions executed with non-controlling companies that do not result in a loss of control as transactions among shareholders. A change in the equity interests held by the Company are considered as an adjustment in the book value of controlling interests and non-controlling interests to reflect the changes in their 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 equity under a specific reserve under the equity attributed to the parent company.

 

2.5. Business combinations

 

The Company applies the acquisition method of accounting for business combinations. The consideration for each acquisition is measured at fair value (on the date of exchange) of the assets assigned, the liabilities incurred or assumed and the equity instruments issued by the Company in exchange for the control of the acquired company. The costs related to the acquisition are expensed as incurred.

 

Consideration for the acquisition includes any asset or liability arising from a contingent consideration arrangement, if any, measured at fair value at the acquisition date. Subsequent changes to such fair value, identified during the measurement period, are adjusted against the acquisition cost.

 

The identifiable assets, liabilities and contingent liabilities of the acquired company that meet the conditions for recognition under IFRS 3 (2008) are recognized at fair value at the acquisition date, except for certain particular cases provided by such standard.

 

Any excess of the acquisition cost over the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or associate measured at the acquisition date is recognized as goodwill. Any excess of

 

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the net fair value of the identifiable assets, liabilities and contingent liabilities over the acquisition cost, after measurement thereof at fair value, is immediately recognized in net income.

 

The acquisition cost comprises the consideration transferred, the amount of any non controlling interest and the acquisition-date fair value of the acquirer’s previously-held equity interest in the acquiree, if any.

 

The Company initially recognizes any non controlling interest as per its share in the amounts recognized for the net identifiable assets of the acquiree.

 

2.6.     Investments in associates

 

An associate is an entity over which the Company has significant influence, without exercising control, generally accompanied by a 20%-50% holding of the voting power.

 

The associate’s net income, assets and liabilities are disclosed in these financial statements using the equity method. Under the equity method, the investment in an associate is to be initially registered at cost, and the book value will be increased or decreased to recognize the investor’s share in the comprehensive income for the year or in the other comprehensive income obtained by the associate after the acquisition date. Any distributions received from the associate will reduce the book value of the investment. The investment in the Company’s associates includes the goodwill identified in the acquisition, net of any impairment losses.

 

Any excess of the acquisition cost over the Company’s share in the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities measured at the acquisition date is recognized as goodwill. Goodwill is included in the book value of the investment and tested for impairment as part of the investment. Any excess of the Company’s share in the net fair value of identifiable assets, liabilities and contingent liabilities over the acquisition cost, after its measurement at fair value, is immediately recognized in net income.

 

Unrealized gains or losses on transactions between the Company (and its subsidiaries) and the associates are eliminated considering the Company’s interest in the associates.

 

Where necessary, adjustments were made to the associates financial statements so that their accounting policies are in line with those used by the Company.

 

Investments in companies in which the Company does not have control or significant influence have been valued at cost, which does not differ significantly from their fair value.

 

Transactions with the non-controlling interest that do not result in a loss of control are registered as equity transactions, i.e. as transactions with the owners in their capacity as such. The difference between the fair value of the consideration paid and the part of such consideration that corresponds to the book value of the subsidiary’s net assets that underlie the acquired shares, is registered in equity. Gains or losses on sales to non controlling interests are also registered in equity.

 

When the Company ceases to have control, any interest retained in the entity is once again measured at its fair value as of the date on which it loses control, and the change in book value is registered in results. The fair value is the initial value for the purpose of the later registration of the retained interest as an associated company, joint arrangements or financial asset. In addition, the amounts previously recognized as other comprehensive income in respect of such entity are registered as if the Company had directly transferred the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified as income.

 

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2.7.     Interests in joint operations

 

A joint operation is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint control, i.e., when the financial strategy and operating decisions related to the company’s activities require the unanimous consent of the parties sharing control.

 

In the case of joint business arrangements executed through Uniones Transitorias de Empresas (“UTE”), considered jointly controlled operations under IFRS 11, the Company recognizes in its financial statements on a line-by-line basis, the jointly controlled assets, liabilities and net income, subject to joint control in proportion to its share in such arrangements. Cablevisión indirectly holds a 50% interest in the UTE Ertach — Prima (See Note 34).

 

2.8.     Goodwill

 

Goodwill arises from the acquisition of businesses and refers to the excess of the cost of acquisition over the net fair value at the date of the acquisition of the identifiable assets acquired and liabilities assumed. The Company initially recognizes any non-controlling interest at fair value.

 

Goodwill is tested for impairment annually or more often if there is any evidence of impairment. To test for impairment, goodwill is allocated to each of the Company’s cash-generating units that are expected to provide benefits from the synergies of the respective combination. If the recoverable value of the cash-generating unit, i.e. the higher of the value in use or the fair value net of selling expenses, is lower than the value of the net assets allocated to that unit, including goodwill, the impairment loss is first allocated to reduce the goodwill allocated to the unit and then to the other assets of the unit, on a pro rata basis, based on the valuation of each asset in the unit. The impairment loss recognized against the valuation of goodwill is not reversed under any circumstance.

 

As of December 31, 2016, goodwill has not suffered any impairment.

 

2.9.     Revenue recognition

 

Sales of subscriptions for cable, internet, IDEN telephony and other services are recognized as revenues for the period in which the services are rendered.

 

Revenues from the installation of these services are accrued over the average term during which clients maintain their subscription to the service. Advertising sales revenues are recognized in the period in which advertising is published or broadcast.

 

Revenues from transactions that include more than one item have been recognized separately to the extent they have commercial substance on their own. The amount of revenues allocated to each item is based on its fair value, which is assessed or estimated at market value (See Note 37).

 

Revenues from the sale of assets are recognized only when the risks and benefits arising from the use of the disposed assets have been transferred, the amount of revenues may be fairly estimated, and the Company is probably to obtain economic benefits.

 

Installment sales are recognized at the value of future income discounted at a market rate assessed at the beginning of the transaction.

 

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2.10.           Leases

 

A lease is classified as a financial lease when the terms of the lease transfer to the lessee substantially all the risks and benefits inherent to ownership. All other leases are classified as operating leases.

 

Assets held under financial leases are recognized at the lower of the fair value of the Company’s leased assets at the beginning of the lease term, or the present value of the minimum lease payments. The liability held with the lessor is included in the financial statement as an obligation in line-item “Bank and financial debt”.

 

Lease payments are allocated between the finance charge and the reduction of the liabilities under the lease so as to achieve a constant interest rate on the outstanding balance. Financial expenses are charged to results during the period of the lease.

 

Assets held under financial leases are depreciated over the shorter of the lease term or the useful life of the asset.

 

Rental revenue from operating leases are charged to income on a straight-line basis over the term of the lease.

 

2.11.    Foreign currency and functional currency

 

The individual financial statements of each of the entities consolidated by the Company are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). For the purposes of the preparation of consolidated financial statements, the net income and financial position of each entity are expressed in Argentine pesos (Argentina’s legal tender for all companies domiciled in Argentina), which is the Company’s functional currency and the reporting currency of the consolidated financial statements. The functional currencies of Uruguayan and Paraguayan companies are the Uruguayan peso and the Guaraní, respectively.

 

In preparing the financial statements of individual entities, transactions in currencies other than the entity’s functional currency (foreign currency) are recorded at the exchange rates prevailing on the dates on which transactions are carried out. At the end of each reporting period, monetary items denominated in foreign currency are retranslated at the exchange rates prevailing on such dates. Exchange differences are charged to net income as incurred.

 

In preparing the Company’s consolidated financial statements, asset and liability balances of the entities with functional currencies other than the Argentine peso, expressed in their own functional currency (Uruguayan peso and Guaraní), are translated into pesos at the exchange rate prevailing at the end of the period, while net income is translated at the exchange rate prevailing on the transaction date. Exchange differences are recognized in other comprehensive income as “Variation in translation differences of foreign operations”, and in the Consolidated Statement of Changes in Equity they are presented under “Other reserve”.

 

2.12.    Current and deferred income tax

 

The income tax charge reflects the sum of the current and deferred income tax.

 

Current and deferred income tax is recognized as income or expense for the year, except where it relates to items credited or debited in other comprehensive income or equity, in which case the tax is also recognized in other comprehensive income or directly in equity, respectively. In the case of a business combination, the tax effect is taken into account in the calculation of goodwill or in the determination of the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the business combination.

 

Current tax payable is based on the taxable income recorded during the year. Taxable income and net income reported in the consolidated statement of comprehensive income differ due to revenue or expense items that are taxable or deductible in other periods and items that are never taxable or deductible. The Company’s current tax liability is calculated using the tax rate in effect as of the date of the financial statements. The current tax charge is calculated based on the tax rules effective in the countries where consolidated entities operate.

 

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Deferred tax is recognized on temporary differences between the book value of the assets and liabilities included in the financial statements and the corresponding tax bases used to determine taxable income. Deferred tax liabilities are generally recognized for all temporary tax differences. Deferred tax assets are recognized, for all deductible temporary differences, to the extent that it is likely that future taxable income will be available against which to charge such deductible temporary differences. These assets and liabilities are not recognized if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that does not affect the taxable or accounting income.

 

The book value of a deferred tax asset is reviewed at the end of each reporting period and reduced to the extent that it is no longer likely that sufficient taxable income will be available in the future to allow for the recovery of all or part of the asset.

 

Deferred taxes are recognized on temporary differences arising from investments in subsidiaries and associated companies, except for those deferred tax liabilities for which the Company may control the date on which temporary differences will revert and which are not likely to revert in the foreseeable future.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to be applicable in the period in which the asset is realized or the liability is settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the way in which the entity expects, at the end of the reporting period, to recover or settle the book value of its assets and liabilities.

 

Deferred tax assets are offset against deferred tax liabilities if effective regulations allow to offset, before the tax authorities, the amounts recognized in such items, and if deferred tax assets and liabilities arise from income taxes levied by the same tax authority and the Company intends to settle its assets and liabilities on a net basis.

 

Under IFRS, deferred tax assets and liabilities are classified as non current assets and liabilities, respectively.

 

2.12.1. Tax on assets

 

In Argentina, the tax on assets (“impuesto a la ganancia mínima presunta”) is complementary to income tax. The Company determines this tax at the effective rate of 1% on the taxable assets at year-end. The Company’s tax liability for each year will be equal to the higher of the tax on assets assesments or the income tax liability assessed at the legally effective rate on the estimated taxable income for the year. However, if the tax on assets exceeds the income tax liability in any given fiscal year, such excess may be creditable against any excess of income tax liability over the tax on assets in any of the following ten fiscal years.

 

The balance of the tax on assets has been capitalized in the consolidated financial statements for the amount estimated to be recoverable within the terms provided under the applicable statute of limitations based on the current business plans of controlled companies.

 

2.13. Property, plant and equipment

 

Property, plant and equipment are recorded at cost less accumulated depreciation and any accumulated impairment loss.

 

Depreciation of property, plant and equipment is recognized on a straight line basis over its estimated useful life.

 

The estimated useful life, the carrying value and the depreciation method are reviewed at the end of each year, with the effect of any changes in estimates accounted for on a prospective basis. Land is not depreciated.

 

Works in progress are recorded at cost less any recognized impairment loss. Depreciation of these assets, as in the case of other property, begins when the assets are ready for their use.

 

Repair and maintenance expenses are expensed as incurred.

 

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Borrowing costs that are directly attributable to the acquisition or construction of certain capital assets are capitalized as part of the cost of these assets until they are ready for their use or sale, according to IAS 23 (“Borrowing Costs”). The assets for which the borrowing costs are capitalized are those that require a substantial time before being ready for their use. In the years ended December 31, 2016, 2015 and 2014, the Company has not incurred these types of costs.

 

The gain or loss arising from the retirement or disposal of an asset is calculated as the difference between the income from the sale of the asset and the asset’s book value, and recognized in line-item “Other income and expenses net” in the statement of comprehensive income.

 

The carrying value of an asset is written down to its recoverable value if the carrying value of the asset exceeds its estimated recoverable value (See Note 2.15).

 

The value of property, plant and equipment does not exceed its recoverable value at the end of the year.

 

2.14. Intangible assets

 

Intangible assets include trademarks, software and other rights, the purchase value of the subscriber portfolio, Radio-Electric Trunking Services License (“SRCE”), links to the public network, radioelectric spectrum and other intangible assets. Accounting policies on the recognition and measurement of such intangible assets are described below.

 

2.14.1. Intangible assets acquired separately

 

Intangible assets acquired separately are valued at cost net of all accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over the estimated useful life of the intangible assets. The Company reviews the useful lives applied, carrying value and the amortization method at the end of each year, and accounts the effect of any changes in estimates on a prospective basis.

 

2.14.2. Intangible assets acquired in a business combination

 

Intangible assets acquired in a business combination (subscriber portfolio and SRCE License Link to the public network and radioelectric spectrum) are identified and recognized separately with respect to goodwill when they meet the definition of intangible assets and their fair value can be measured reliably. Such intangible assets are recognized at fair value at the acquisition date.

 

After initial recognition, the subscriber portfolio and SRCE License Link to the public network acquired in a business combination are valued at cost net of accumulated amortization and impairment losses, on the same basis as intangible assets acquired separately. Amortization is calculated using the straight-line method over their estimated useful lives.

 

At December 31, 2016, radioelectric spectrums are valued at cost due they are considered as assets with an indefinite usefull life at year end.

 

2.14.3. Information systems projects

 

Costs relating to the development or maintenance of computer software are generally registered as expenses as incurred. However, costs directly relating to the development, acquisition and implementation of information systems are registered as intangible assets if certain conditions are met, including their technological feasibility, the Company’s intention to complete the development of the intangible asset and its likely future benefits.

 

After initial recognition, internally developed intangible assets are valued at cost net of accumulated amortization and impairment losses, on the same basis as intangible assets acquired separately.

 

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Such assets are included under the columns “ongoing projects” and “software” (See Note 14).

 

2.15. Impairment of non-financial assets except goodwill

 

At the end of each financial statement, the Company reviews the book value of its non-financial assets with definite useful life to determine the existence of any evidence indicating that these assets could be impaired. If there is any indication of impairment, the recoverable value of these assets is estimated for the purposes of determining the amount of the impairment loss (in case the recoverable value is lower than the book value). Where it is not possible to estimate the recoverable value of an individual asset, the Company estimates the recoverable value of the cash-generating unit (“CGU”) to which such asset belongs. Where a consistent and reasonable allocation base can be identified, corporate assets are also allocated to an individual cash-generating unit or, otherwise, to the smallest group of cash-generating units for which a consistent allocation base can be identified.

 

An asset’s recoverable value is the higher of its fair value less its selling expenses or its value in use.

 

In the determination of the value in use, estimated future cash flows are discounted at their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and, if any, the risks specific to the asset for which estimated future cash flows have not been adjusted.

 

Assets with an indefinite useful life (e.g., non financial assets unavailable for use) are not amortized, but are tested for impairment on an annual basis. No impairment losses have been registered during the year.

 

Non-financial assets, except for goodwill, for which an impairment loss was recorded, are tested at the end of each year for a possible reversal of such impairment.

 

2.16. Inventories

 

Inventories have been valued at acquisition cost, in the customary purchase conditions for the Company, net of the allowance for impairment. Such allowance is calculated based on the recoverability analysis done by the Company at the end of the year by comparing cost with net realization value, i.e. the estimated cash selling price in the ordinary course of business less the necessary cost to make such sale. The cost of inventories is determined using the weighted average price method. The value of inventories does not exceed their recoverable value at the end of the year.

 

2.17. Other assets

 

The assets included in this line-item have been valued at their acquisition cost.

 

Investments denominated in foreign currency subject to restrictions on disposition under financial covenants have been valued at face value plus interest accrued as of the end of each year.

 

2.18. Provisions and other charges

 

Provisions for lawsuits and contingencies and accrual for asset retirement are recognized when the Company has a present obligation (whether legal or constructive) as a result of a past event, the Company is probably to require an outflow of resources to settle such obligation, and when the amount of the obligation can be reliably estimated.

 

The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account relevant risks and uncertainties. Where a provision is measured using the estimated cash flow necessary to settle the present obligation, its book value represents the present value of such cash flow.

 

Where some, all or a portion of the resources required to settle a provisioned liability are expected to be recovered, an account receivable is recognized as an asset, if it is virtually certain that the disbursement will be received and the amount of the account receivable may be reliably measured.

 

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In estimating its obligations, the Company takes into consideration the opinion of its legal advisors.

 

2.19. Financial instruments

 

2.19.1. Financial assets

 

Purchases and sales of financial assets are recognized at the transaction date when the Company undertakes to purchase or sell the asset, and are initially measured at fair value, plus transaction costs, except for those financial assets classified at fair value with changes in the statement of income, which are initially measured at fair value.

 

2.19.1.1. Classification of financial assets

 

Financial assets are classified within the following specific categories: “financial assets at fair value with changes in the net income ” and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined upon initial recognition.

 

2.19.1.2. Recognition and measurement of financial assets

 

2.19.1.2.1. Financial assets at fair value with changes in net income

 

Financial assets at fair value with changes in net income (mainly mutual funds) are recorded at fair value, recognizing any gain or loss arising from any re-measurement in the consolidated statement of comprehensive income. The net gain or loss recognized in net income includes any gain or loss generated by the financial asset and is included in the income or financial cost line-item, as appropriate, in the consolidated statement of comprehensive income.

 

The fair value of these assets is calculated based on the current quoted market price of these instruments.

 

2.19.1.2.2. Loans and receivables

 

Loans and trade receivables with fixed or determinable payments that are not traded in an active market are classified as “trade receivables and other receivables”. Trade receivables and other are initially measured at fair value plus transaction costs, and subsequently measured at amortized cost using the effective interest rate method, less any impairment, if applicable. Interest income is recognized using the effective interest rate method, except for short-term balances for which the recognition of interest is not significant.

 

2.19.1.3. Impairment of financial assets

 

The Company tests financial assets for impairment at each closing date to assess if there is any objective evidence of impairment. The value of a financial asset or group of assets is impaired, and impairment losses are recognized, only when there is objective evidence of the impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event or events have an impact on the estimated future cash flows of the financial asset or group of assets that can be measured reliably.

 

Objective evidence of impairment may include, among other things, material financial difficulties of the issuer or obligor, or breach of contractual terms, such as default or delinquency in interest or principal payments.

 

For certain categories of financial assets, such as loans and receivables, assets that are not impaired on an individual basis are tested for impairment on a collective basis. The objective evidence of impairment of a receivable portfolio includes the Company’s past collection record, an increase in delinquent payments, as well as changes in the local economic situation affecting the recoverability of receivables.

 

Where there is objective evidence of an impairment loss in the value of loans granted, receivables or held-to-maturity investments recorded at amortized cost, the loss amount is measured as the difference between the book

 

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value and the present value of estimated future cash flows (excluding future non-incurred losses), discounted at the financial asset’s original effective interest rate. The book value of the asset is written down under a contra-account. The loss amount is recorded in the result of the year.

 

If in subsequent periods the impairment loss amount decreases and such decrease may be objectively related to an event subsequent to the recognition of the impairment (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed. A loss reversal can only be recorded to the extent the financial asset’s book value does not exceed the amortized cost that would have been determined if the impairment loss had not been recorded at the reversal date. The reversal amount is recognized in the net income for the year.

 

2.19.1.4. Derecognition of financial assets

 

The Company derecognizes a financial asset when its contractual rights over such asset’s cash flows have expired or when it has transferred the financial asset and, therefore, all the risks and benefits inherent to the ownership of the asset have been transferred to another entity. If the Company retains substantially all the risks and benefits inherent to the ownership of a transferred asset, it shall continue to recognize it and it will recognize a liability for any amounts received.

 

2.19.2. Financial liabilities

 

Financial liabilities, except for derivatives, are valued at amortized cost using the effective interest rate method.

 

2.19.2.1. Bank and financial debt

 

Bank and financial debts are initially valued at their fair value net of any incurred transaction costs, and subsequently valued at amortized cost using the effective interest rate method. Any difference between the initial value net of transaction costs and the settlement value is recognized in results over the term of the loan using the effective interest rate method. Interest expense has been allocated to the line-item “Financial costs” in the consolidated statement of comprehensive income, except for the portion allocated to works in progress, which are recorded in line-item “Property, plant and equipment” in the consolidated financial statement.

 

2.19.2.2. Accounts payable and others

 

Accounts payables with fixed or determinable payments are classified as “accounts payable and others”. Accounts payable are initially measured at fair value, and subsequently measured at amortized cost using the effective interest rate method. Interest expense is recognized using the effective interest rate method, except for short-term balances where interest recognition is not material.

 

2.19.2.3. Derecognition of financial liabilities

 

The Company shall derecognize a financial liability (or part of it) when it is extinguished, i.e. when the obligation specified in the relevant contract is either discharged, canceled or expires.

 

2.19.3. Derivatives and hedge accounting

 

The Company executes certain financial instruments to hedge its exposure to exchange rate risks.

 

Derivatives are initially recognized at fair value at the date of execution of the related contract and subsequently re-measured at fair value at the end of the reporting period. The resulting gain or loss is immediately recognized in net income, unless the derivative is designated as a hedging instrument, in which case, the timing for its recognition will depend on the nature of the hedging relationship. The Company uses certain derivatives to hedge the fair value of its recognized liabilities (fair value hedge).

 

The Company documents at the beginning of the transaction the relationship existing between the hedging instruments and the hedged items, as well as its risk management objectives and the strategy to implement hedge

 

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transactions. The Company also documents its assessment, both at the beginning and on an ongoing basis, of the high effectiveness of its hedging transactions to offset the changes in the fair value of the hedged items.

 

The fair value of a hedging derivative is classified as a non current asset or liability if the hedged item matures in more than 12 months, and as a current asset or liability if the hedged item matures within 12 months.

 

Fair value hedge

 

Changes in the fair value of derivatives designated and classified as fair value hedges are charged to net income, together with any change in the fair value of a hedged liability attributable to the hedged risk. The Company only applies fair value hedge accounting to cover exchange rate fluctuations of the liabilities it holds in foreign currency. The gain or loss relating to the effective portion of foreign currency forward contracts is charged to net income under financial costs. The gain or loss related to the ineffective portion, if any, is charged to net income as other income and expenses, net. Changes in the fair value of the Company’s hedged liabilities denominated in foreign currency, attributable to the risk described above, are charged to net income under financial costs.

 

2.19.4. Debt refinancing - restructuring

 

Liabilities arising from the restructuring of Cablevisión’s financial debt have been initially valued at their fair value and will be subsequently measured at the amortized cost using the effective interest rate method.

 

2.20. Other payables

 

Other payables have been valued at their nominal value.

 

2.21. Capital

 

Ordinary shares are classified as equity (See Note 22).

 

2.22. Other receivables

 

2.22.1 Call option

 

The call option included in the item Other Receivables has been valued at its acquisition cost (See Note 23).

 

2.23. Consolidated Statement of Cash Flows

 

For the purpose of preparing the statement of cash flows, “cash and cash equivalents” includes cash and bank balances, certain high liquidity short-term investments (with original maturity of less than 90 days), after deducting bank overdrafts payable on demand, to the extent they are an integral part of the Company’s cash management.

 

Bank overdrafts are classified in line-item “Bank and financial debt” in the consolidated financial statement.

 

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Cash and cash equivalents at the end of each year, as disclosed in the consolidated statement of cash flows, may be reconciled against the items related to the financial statement, as follows:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Cash and banks

 

1,246,653,024

 

1,765,860,661

 

940,114,763

 

Investments:

 

 

 

 

 

 

 

Fixed-term deposit

 

37,585,831

 

20,289,303

 

14,677,829

 

Mutual funds (1)

 

1,247,054,027

 

390,527,240

 

378,471,803

 

Other placements

 

97,598,992

 

 

 

Cash and cash equivalents

 

2,628,891,874

 

2,176,677,204

 

1,333,264,395

 

 


(1)                    The mutual funds not considered as cash equivalents as of December 31, 2016, 2015 and 2014, amounted to Ps. 269,957,543, Ps. 344,237,496 and Ps. 279,056,005, respectively.

 

For the year ended December 31, 2016, 2015 and 2014, the following transactions were carried out and did not have an impact on cash and cash equivalents:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Settlement of dividends receivable by way of setoff against Debt with Related Parties

 

17,000,000

 

12,000,000

 

7,650,000

 

Interest settlement through reserve account

 

 

 

11,428,239

 

Settlement of derivative financial instruments with guarantee deposits

 

 

1,100,400

 

 

 

 

17,000,000

 

13,100,400

 

19,078,239

 

 

2.24. Distribution of dividends

 

The distribution of dividends to the Company’s shareholders is recognized as a liability in the financial statements for the year in which the dividend distribution is approved by the Meeting of Shareholders.

 

2.25. Segment information

 

The Board of Directors is the main operating decision maker of the Company. Management has defined operating segments considering the internal information regularly reviewed by the Board of Directors to allocate resources and assess their performance. On this basis, the geographical regions Argentina and Other Countries have been identified as segments. The Other Countries region does not meet the minimum levels required by standards for its separate presentation. For this reason, the Argentina and Other Countries segments have been combined in a single reportable segment.

 

Until the year ended December 31, 2015 the services and goods provided by the Company and its subsidiaries correspond to a single business segment, considering their nature, the risks involved in their provision, the distribution processes and the unified customer base. As of this year, and as a result of the acquisition of Nextel, the company has incorporated the IDEN telephony services.

 

The Company measures its performance using adjusted EBITDA, defined as earnings before income taxes, financial results, depreciation and amortization and the result of the Company’s interests in other companies. The internal information reviewed by the Board of Directors is prepared pursuant to effective accounting standards, except for the recognition of the earnings relating to installations of the cable and internet service as sales, the recognition of transactions including separable elements, which are considered on the basis of their billing and the non consolidation of special purpose entities.

 

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NOTE 3 - ACCOUNTING ESTIMATES AND JUDGMENTS

 

In the application of the Company’s accounting policies described in Note 2, the Company has to make judgments and prepare accounting estimates of the value of assets and liabilities that may not be obtained from other sources. The estimates and related assumptions are based on historical experience and other relevant factors. Actual results could differ from such estimates.

 

Underlying estimates and assumptions are continually reviewed. The effects of the review of accounting estimates are recognized for the period in which estimates are reviewed.

 

These estimates basically refer to:

 

Fair value measurement of certain financial instruments

 

The fair value of a financial instrument is the amount for which it could be purchased or sold between knowledgeable willing parties, in an arm’s length transaction. If there is a quoted market price available for an instrument in an active market the fair value is calculated based on that price.

 

If there is no quoted market price available for a financial instrument, its fair value is estimated on the basis of the price established in recent transactions involving the same or similar instruments, or, otherwise, on the basis of valuation techniques regularly used in financial markets. The Company uses its judgment to select a variety of methods and makes assumptions on the basis of market conditions at closing.

 

The methodology used for the measurement of the fair value of certain financial instruments is more fully described in Note 2.19.

 

Allowance for bad debts

 

The Company calculates the allowance for bad debts for accounts receivable that are not valued at fair value taking into account the past uncollectibility record and other circumstances known at the time of calculation.

 

Impairment losses of certain assets other than receivables (including property, plant and equipment and intangible assets)

 

Certain assets, including property, plant and equipment and intangible assets are tested for impairment. The Company records impairment losses when it estimates that there is objective evidence thereof or when the cost of such losses will not be recovered through future cash flows. The evaluation of what constitutes impairment is a matter of significant judgment. Impairment of the value of non financial assets is more fully described in
Note 2.15.

 

Recognition and measurement of deferred tax items

 

As set forth in Note 2.12, deferred tax assets are only recognized for temporary differences to the extent it is probably that each entity, on an individual basis, will have sufficient future taxable income against which to apply the deferred tax assets. Tax loss carryforwards from prior years are only recognized when it is probably that each entity shall have sufficient future taxable income against which they can be used.

 

Pursuant to effective regulations, the use of the subsidiaries’ tax credits is based on a projection analysis of future income.

 

The Company examines the recoverable value of the deferred tax assets based on its business plans and books a valuation allowance, if applicable, so that the net position of the deferred tax asset will reflect its probable recoverable value.

 

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Impairment of goodwill

 

The Company assesses goodwill for impairment on an annual basis. In determining if there is impairment of goodwill, the Company calculates the value in use of the cash generating units to which it has been allocated. The calculation of the value in use requires the entity to determine the future cash flows that should arise from the cash generating units and an appropriate discount rate to calculate the present value.

 

At the end of the year there were no impairment losses of goodwill.

 

Provisions for lawsuits and contingencies

 

The elements taken into consideration for the calculation of the provisions for lawsuits and contingencies are determined based on the present value of the estimated costs arising from the lawsuits brought against the Company.

 

In estimating its obligations, the Company takes into consideration the opinion of its legal advisors.

 

Determination of the useful lives of property, plant and equipment and intangible assets

 

The Company reviews the reasonableness of the estimated useful lives of property, plant and equipment and intangible assets at the end of each year.

 

Estimated useful lives this year do not differ from those estimated in prior years.

 

Determination of the fair value of assets acquired in business combinations

 

See accounting policies described in Note 2.5.

 

NOTE 4 - ACQUISITION OF COMPANIES AND COMPANY´S REORGANIZATION PROCESSES

 

a) On September 26, 2006, throuh a series of related transactions, Grupo Clarín S.A. (“Grupo Clarín”) and Fintech Media LLC (“Fintech”) acquired participations in the capital stock of Cablevisión . As a result of these operations: i) Fintech became the holder of approximately 40% of the share capital of Cablevisión - of which 14.34% is directly owned and 25.66% is indirectly owned through its participation in VLG Argentina LLC and ii) Grupo Clarín became the indirect owner of the remaining 60% of the share capital of Cablevisión. On the same date, Cablevisión purchased 100% of the capital stock of Teledigital Cable S.A. (“Teledigital”), a cable television provider that operated in several Argentine provinces and 98.5% of the ordinary shares of Multicanal S.A. (“Multicanal”). Immediately prior to the acquisition of Multicanal by Cablevisión, Multicanal had acquired from Grupo Clarín 100% of the capital stock of Prima. Such acquisitions were subject to applicable administrative approvals.

 

By means of Resolution No. 257, the Secretaría de Comercio Interior (“Secretary of Domestic Trade” or “SCI”, for its Spanish acronym), with a prior favorable opinion from the Comisión Nacional de Defensa de la Competencia (National Antitrust Commission or “CNDC”, for its Spanish acronym) and after consulting the COMFER and the SECOM, which did not raise any objections — approved the above-mentioned transactions and notified the Company thereof on December 7, 2007. The aforesaid resolution has been appealed by five entities. As of the date of these financial statements, the CNDC has denied the five appeals. Four of the entities filed appeals by right before the judicial branch, but all of such appeals were dismissed.

 

On June 11, 2008 Cablevisión was served with a decision of the Federal Commercial and Civil Court of Appeals revoking a decision rendered by the CNDC on September 13, 2007, whereby such agency had dismissed a claim filed by Gigacable S.A. prior to the December 7, 2007 decision referred to above. The Court of Appeals upheld the revocation only in respect of the events occurred before authorization of the transaction, and ordered to investigate if Cablevisión’s and Multicanal’s actions prior to the resolution of December 7, 2007 of the CNDC are subject to a fine. As of the date of these financial statements, the Company has presented the relevant defenses, under the aforementioned agency analysis.

 

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b) On September 10, 2015, the Board of Directors of the Company approved the assignment of the rights and obligations held by Grupo Clarín under an offer it had submitted to NII Mercosur Telecom, S.L.U. and NII Mercosur Móviles, S.L.U. (hereinafter, the “Sellers”) for the acquisition of 49% of the capital stock of Nextel and an option to acquire, together with its subsidiary Televisión Dirigida S.A., subject to certain conditions -among them, the regulatory approvals- 51% of the remaining capital stock. The price of the transaction was USD 165 million (out of this amount, USD 80 million accounts for 49% and USD 85 million accounts for 51%) plus the right to collect an additional amount of up to USD 13 million subject to the fulfillment of certain conditions. The offer submitted by Grupo Clarín was subject to the acceptance of the Sellers. On September 11, 2015, the Sellers accepted the offer submitted by Grupo Clarín and, on the same date, the Sellers accepted the assignment of the rights under such offer in favor of Cablevisión, offering Cablevisión the acquisition of 49% of the capital stock of Nextel and the option to acquire the remaining 51%. In order to guarantee the rights and obligations under the offer, the capital stock owned by NII Mercosur Móviles, S.L.U. was pledged (subject to registration with the Public Registry of Commerce). The transaction was completed on September 14, 2015 upon payment by the Company and its subsidiary of an aggregate USD 159 million. The companies undertook to create a guarantee fund with the USD 6 million balance, to cover any potential liabilities of Nextel (this fund was set up on October 7, 2015). In addition, upon the fulfillment of certain conditions precedent, on October 1, 2015, the Company paid to the Sellers the additional amount of USD 12.73 million. On June 3, 2016, the assignment of 49% of the capital stock of Nextel in favor of the Company was registered with the Inspección General de Justicia (“Superintendency of Corporations” or “IGJ”). Under the terms of the offer, Nextel would continue to be controlled and operated by the Sellers until the option to acquire the remaining 51% of the capital stock had been exercised.

 

As of December 31, 2015, the call option was not legally exercisable and the Company could not yet assure that it would obtain the required regulatory authorization. As of December 31, 2015, Cablevisión did not have control over Nextel taking into consideration the elements provided under IFRS 10. Therefore, it did not consolidate Nextel as of such date. In January 2016, the regulatory framework changed and regulatory authorization of the transaction was no longer necessary.

 

Also, on January 27, 2016, the Company and its subsidiary Televisión Dirigida S.A. decided to exercise the option to acquire the remaining 51% of the capital stock and votes of Nextel, and, consequently, the Company became the holder of 51.4% of the capital stock and votes of Nextel and Televisión Dirigida S.A. became the holder of the remaining 48.6%. To such effect, on the same date, Nextel’s management took notice of the release of the pledge that had been set up to guarantee the rights and obligations under the offer. On July 26, 2016, the IGJ registered the assignment of the remaining 51% of the capital stock (See note 28.4.3.).

 

On June 30, 2016, the subsidiary Televisión Dirigida S.A. transferred to the Company 392,774,929 membership interests with nominal value of Ps. 1 each and entitled to one vote per membership interest, representing 48.5% of the capital stock of Nextel. Televisión Dirigida S.A. also transferred to PEM 1,000,000 membership interests with nominal value of Ps. 1 each and entitled to one vote per membership interest, representing 0.1% of the capital stock. As a result of these transactions, the shareholders of Nextel hold the following interests: i) - Cablevisión S.A. became the owner of 809,236,480 membership interests with nominal value of Ps.1 and entitled to one vote per membership interest, representing 99.90% of the capital stock and votes. ii) PEM S.A. became the owner of 1,000,000 membership interests with nominal value of Ps.1 and entitled to one vote per membership interest, representing 0.1% of the capital stock and votes. Those transactions were registered with the IGJ on November 25, 2016.

 

On December 28, 2016, PEM S.A. transferred to Cablevisión 1,000,000 membership interests with nominal value of Ps. 1 each and entitled to one vote per membership interest, representing 0.1% of the capital stock and votes of Nextel. As a result of the assignment of the membership interests described above, Cablevisión became the holder of 810,236,480 membership interests with nominal value of Ps.1 and entitled to one vote per membership interest, representing 100% of the capital stock and votes of Nextel. The Company has filed with the IGJ the registration of the assignment of the membership interests, which, to date, is pending before that agency.

 

As of December 31, 2015, the Company concluded the process of allocating the cost of acquisition of 49% of the capital stock of Nextel and calculated a gain from this acquisition of Ps. 316.7 million disclosed under the item

 

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“Equity in Earnings from Affiliates and Subsidiaries” of the Consolidated Statement of Comprehensive Income, considering that the valuation of its identifiable assets, liabilities and contingent liabilities in proportion to the equity interest acquired, exceeds the acquisition cost.

 

During the year ended December 31, 2016 , the Company concluded the process of allocating the cost of acquisition of 51% of the capital stock of Nextel and calculated a gain from this acquisition of Ps. 114.1 million disclosed under the item “Result for acquisition of companies” of the Consolidated Statement of Comprehensive Income, considering that the valuation of its identifiable assets, liabilities and contingent liabilities in proportion to the equity interest acquired, exceeds the acquisition cost.

 

Below is a detail of the additional information required by IFRS in connection with business combinations, in connection with the transaction that resulted in the assumption by the Company of control over Nextel.

 

The assets and liabilities recognized as a result of the acquisition are the following (in millions of pesos):

 

 

 

As of the date of
acquisition

 

Cash

 

1,140.8

 

Investments

 

928.7

 

Trade receivables

 

386.9

 

Other receivables

 

101.2

 

Inventories

 

222.2

 

Non-current other receivables

 

21.3

 

Deferred tax asset

 

167.2

 

Property, plant and equipment

 

650.9

 

Intangible assets

 

43.3

 

Account payable and other

 

(484.2

)

Taxes payable

 

(176.9

)

Other payables

 

(144.2

)

Provisions and other charges

 

(387.8

)

Net identifiable assets acquired

 

2,469.4

 

Less: Investment as of December 31, 2015

 

(1,201.0

)

Result for acquisition assets acquired

 

(114.1

)

Total consideration transferred

 

(1)           1,154.3

 

 


(1) This figure corresponds to credit derived from the prepayment of the call option.

 

c) In June 2016, the Company, together with its controlled company Nextel, acquired 100% (97% owned by Nextel and the remaining 3% owned by the Company) of the capital stock of Fibercomm S.A. and Gridley Investments S.A., both owners of 100% of the capital stock of Trixco S.A., holder of licenses for the use of the radioelectric spectrum in the 900 Mhz bands. Nextel acquired 100% of the capital stock of WX Telecommunications LLC and Greenmax Telecommunications LLC, which are the controlling companies of Skyonline Argentina S.A., Netizen S.A., Infotel S.A. and Callbi S.A. among the most important subsidiaries. The latter render wireless telecommunications services and hold licenses for the use of the radioelectric spectrum in the 2.5 Ghz bands. The aggregate price for those transactions was of USD 138.2 million, equivalent to Ps. 2,036 million.

 

During the year ended December 31, 2016, the Company concluded the process of allocating the cost of acquisition of 100% (97% to Nextel and the remaining 3% to the Company) of the capital stock of the companies Fibercomm S.A. y Gridley Investments S.A., both owners of 100% of the equity of Trixco S.A., which resulted in a goodwill derived from the acquisition of Ps. 801.7, million included under the item “Goodwill” in the Consolidated Statement of Financial Position, considering that the valuation of assets, liabilities and contingent liabilities attributable to the percentage of ownership that was acquired, is less than the acquisition cost.

 

On March 31, 2017, the Company’s Board of Directors approved the Pre-Merger Commitment executed between the Company, Nextel, Greenmax Telecommunications S.A.U., WX Telecommunications S.A.U. , Gridley Investments S.A., Trixco S.A., Fibercomm S.A., Netizen S.A, Eritown Corporation Argentina S.A., Skyonline de Argentina S.A., Infotel Argentina S.A., Nextwave Argentina S.A. and Callbi S.A., whereby, as of the merger date—first day of the month following the registration with the IGJ (“Effective Date of the Merger”), Cablevisión, in its capacity as absorbing company, will continue with the operations of Nextel, Greenmax Telecommunications S.A.U., WX Telecommunications S.A.U. , Gridley Investments S.A., Trixco S.A., Fibercomm S.A., Netizen S.A,

 

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Eritown Corporation Argentina S.A., Skyonline de Argentina S.A., Infotel Argentina S.A., Nextwave Argentina S.A. and Callbi S.A. (the “Absorbed Companies”) thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Absorbed Companies dissolved without liquidation and Cablevisión assumed all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the Effective Date of the Merger, or any that may exist or arise due to previous or subsequent acts or activities. As of the date of these financial statements, Cablevisión and the Absorbed Companies have called for an Extraordinary Shareholders’ Meeting to consider the above-mentioned Pre-Merger Commitment, which was held and granted the corresponding definitive merger agreement.

 

On May 17, 2017, at the General Extraordinary Shareholders’ Meeting of the Company the shareholders unanimously decided to approve the merger of the Company (in its capacity as “Absorbing Company”) with its subsidiaries Nextel, Greenmax Telecommunications S.A.U., WX Telecommunications S.A.U., Gridley Investments S.A., Trixco S.A., Fibercomm S.A., Netizen S.A., Eritown Corporation Argentina S.A., Skyonline de Argentina S.A., Infotel Argentina S.A., Nextwave Argentina S.A. and Callbi S.A. (in their capacity as “Absorbed Companies”). Under the above-mentioned corporate reorganization process, before the closing of this fiscal year, at the effective date of the reorganization as it was reestablished at this Shareholders’ Meeting, all the assets and liabilities, including the assets subject to registration, the rights and obligations that belong to the Absorbed Companies will be deemed to have been incorporated to the equity of the Company, in its capacity as Absorbing Company and successor. The Absorbed Companies will be dissolved without liquidation, and Cablevisión will continue with the operations of the Absorbed Companies.

 

Below is a detail of the additional information required by IFRS in connection with business combinations, in connection with the transaction that resulted in the acquisition of the companies detailed in the previous paragraphs.

 

The assets and liabilities recognized as a result of the acquisition are the following (in millions of pesos):

 

 

 

As of the date of
acquisition

 

Cash

 

10.3

 

Investments

 

2.1

 

Trade receivables

 

5.7

 

Other receivables

 

14.1

 

Non-current other receivables

 

3.0

 

Property, plant and equipment

 

18.5

 

Intangible assets (1)

 

1,860.6

 

Account payable and other

 

(18.3

)

Taxes payable

 

(9.9

)

Other payables

 

(0.6

)

Deferred tax liability

 

(651.2

)

Net identifiable assets acquired

 

1,234.3

 

Goodwill

 

801.7

 

Total consideration transferred

 

2,036.0

 

 


(1)          Includes radioelectric spectrum.

 

d) On August 16, 2016, the Company’s Board of Directors approved the Pre-Merger Commitment executed between the Company, Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A., Prima, Cable Video Sur S.A., Wolves Televisión S.A. and Tres Arroyos Televisora Color S.A., whereby, on the effective date of the merger -October 1, 2016- (“Effective Date of the Merger”), the Company, as absorbing company, will continue with the operations of Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A., Prima, Cable Video Sur S.A., Wolves Televisión S.A. and Tres Arroyos Televisora Color S.A. (the “Absorbed Companies”), thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Absorbed Companies will be dissolved without liquidation and Cablevisión S.A. will assume all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the Effective Date of the Merger, or any that may exist or arise due to previous or subsequent acts or activities.

 

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Table of Contents

 

At the Company’s Extraordinary Shareholders’ Meeting held on September 27, 2016, the shareholders approved, among other issues: (i) the Special Parent Company Only Financial Statements and the Special Merger Balance Sheet as of June 30, 2016, which were used as a basis for the execution of the Pre-Merger Commitment, and (ii) of the Pre-Merger Commitment executed on August 16, 2016 between the Company and the Absorbed Companies.

 

In view of the above, the Company made a filing with the National Communications Agency (“ENACOM”, for its Spanish acronym) in order to inform that Agency of the corporate reorganization to be implemented, and consequently registering under the name of the absorbing company, the “Area Authorizations” required to exploit Cable Television Services corresponding to Copetonas Video Cable S.A., Dorrego Televisión S.A., Indio Rico Cable Color S.A., Cable Video Sur S.A., and Tres Arroyos Televisora Color S.A. The license of Wolves Televisión S.A. was abandoned because the Company already has an Area Authorization in the jurisdiction where Wolves Televisión S.A. exploited the cable television service. In addition, Prima and the Company made a filing with the ENACOM in order to request that Agency to register the license that had been granted to Prima in favor of the Company as a consequence of the corporate reorganization process.

 

In addition, at the Extraordinary Shareholders’ Meeting held on September 27, 2016, the shareholders also unanimously approved: (i) the amendment of Article Three of the Bylaws in order to conform the core business of the Company to the new regulatory framework under Laws Nos. 27,078 and 26,522, and (ii) the amendment of Articles Nine and Ten of the Bylaws in order to eliminate the Executive Committee. Both amendments of the Bylaws were filed with the CNV for its approval.

 

On March 16, 2017, the CNV approved the merger of the Company with Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A., Prima, Cable Video Sur S.A., Wolves Televisión S.A. y Tres Arroyos Televisora Color S.A.

 

At the Extraordinary Shareholders’ Meetings of CV B Holding S.A., Vistone S.A. and Southtel Holdings S.A. —“The Direct Shareholders of the Company”- held on September 28, 2016, the shareholders approved the Pre-Merger Commitment executed between Grupo Clarín S.A., the Direct Shareholders of the Company and Compañía Latinoamericana de Cable S.A. (“CLC”), whereby, on the Effective Date of the Merger - October 1, 2016- Grupo Clarín S.A., as absorbing company, continued with the operations of the “Direct Shareholders of the Company” and CLC, thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Direct Shareholders of the Company dissolved without liquidation and Grupo Clarín S.A. assumed all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the Effective Date of the Merger, or any that may exist or arise due to previous or subsequent acts or activities.

 

Once the corresponding definitive merger agreement has been granted, the Company will notify the ENACOM of the change in the shareholder structure of the Company, which will not entail a change of control under the provisions of Section 13 of Law No. 27,078.

 

On September 28, 2016, the shareholders of Grupo Clarín, approved the merger by absorption of the Direct Shareholders of the Company and CLC. In addition, at such Shareholders’ Meeting, the shareholders of Grupo Clarín approved the partial spin-off for the creation of a new company domiciled in the City of Buenos Aires under the name “Cablevisión Holding S.A.” The equity subject to the spin-off comprises the direct (upon the execution of the merger) and indirect equity interests of Grupo Clarín in Cablevisión and in GCSA Equity, LLC.

 

On April 27, 2017, both corporate processes (merger and partial spin-off for the creation a new company) were registered with the IGJ and as from May 1, 2017, the controlling company of Cablevisión (directly and indirectly) is Cablevisión Holding S.A. (see Note 22).

 

e) On December 15, 2008, Cablevisión’s shareholders approved the merger of Cablevisión with Multicanal, Delta Cable S.A. Holding Teledigital Cable S.A. Teledigital, Televisora La Plata Sociedad Anónima, Pampa TV S.A. Construred S.A. and Cablepost S.A., on account of which effective as of October 1, 2008, Cablevisión, as surviving company, became the universal successor to all of the assets, rights, and obligations of the merged companies.

 

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Table of Contents

 

Such process received administrative approval from the CNV and was registered with the IGJ under No. 9,448, Book 79 Volume — Stock Companies on June 7, 2016.

 

f) On June 30, 2017, the Boards of Directors of Telecom Argentina S.A. , a leading mobile and fixed telecommunication company in Argentina, as well as in mobile telecommunication service in Paraguay, and Cablevisión S.A. approved a pre-merger commitment whereby Telecom Argentina S.A., a company organised and existing under the laws of Argentina with securities currently listed in New York and Buenos Aires (NYSE: TEO, BCBA: TECO2), in its capacity as absorbing company, will absorb Cablevisión S.A., which will be dissolved without liquidation pursuant to the provisions of Sections 82 and 83 of the General Associations Law No. 19,550 and subject to corporate and regulatory approvals (the “Merger”).

 

The purpose of the Merger is for the merged company to offer in an efficient manner, in line with the national and international trend, media and telecommunications convergence technological products in the different modalities, either separately or independently, of voice, data, sound and video transmission services, both wired and wireless, as an all-in-one solution or as a series of products to be provided to users as a whole for the benefit of the users and consumers of those multiple individual services. Both companies believe that their respective operating and technical structures are highly complementary and may be optimized through a structural consolidation, achieving synergies and efficiencies in the development of convergence products along with the demand of the market.

 

The effective date of the Merger (the “Effective Date of the Merger”) was established as from 0.00 of the day on which the Chairmen of the Boards of Directors of Telecom Argentina S.A. and Cablevisión S.A. will sign the minutes regarding the transfer of operations which shall state: (I) that Telecom Argentina S.A. has adjusted its technical-operative systems to undertake the operations and activities of Cablevisión S.A.; and (ii) that the transfer of the operations and activities of Cablevisión S.A. to Telecom Argentina S.A. will take effect on that Effective Date of the Merger provided that every and each of the following conditions the Merger is subject to has been met: 1) that the pre-merger commitment has been executed; and 2) that the ENACOM has authorized the operation

 

As from the Effective Date of the Merger, (i) all the assets and liabilities, including the assets subject to registration, licenses, the rights and obligations that belong to Cablevisión S.A. will be deemed to have been incorporated to the equity of Telecom Argentina S.A., (ii) Telecom Argentina S.A. will continue with the operations of Cablevisión S.A., thus generating the corresponding operating, accounting and tax effects, (iii) the management and representation of Cablevisión S.A. will be undertaken by the management and representatives of Telecom Argentina S.A.

 

As a result of the Merger, and pursuant to Section 83, subsection c) of the Argentine General Associations Law No. 19,550, the parties have established the following exchange ratio: 1 common share of Cablevisión S.A. (either a Class A Share of Cablevisión or a Class B Share of Cablevisión) for each 9,871.07005 new shares of Telecom Argentina S.A. (the “Exchange Ratio”). Subject to the considerations disclosed in the corresponding report, this Exchange Ratio was deemed equitable, from a financial standpoint, for the respective customers, in the opinion of the independent investment bank Lion Tree Advisors LLC.

 

In view of the above, Telecom Argentina S.A. will increase its capital stock in the amount of ARS1,184,528,406, through the issuance of 1,184,528,406 common book-entry shares, with nominal value of ARS 1 each and entitled to one vote per share. The shareholders of Cablevisión S.A. will receive these new shares in exchange for the shares they held of that company, in the form of Class “A” or “D” Shares of Telecom Argentina S.A., as appropriate, according to the Exchange Ratio, or the number of new shares resulting from the adjustments to the Exchange Ratio arising from the pre-merger commitment.

 

On June 30, 2017, the Boards of Directors of Telecom Argentina S.A. and Cablevisión S.A., respectively, decided to call an Ordinary and/or Extraordinary Shareholders’ Meeting to be held on August 31, 2017 to consider the Pre-Merger Commitment and, with regard to Cablevisión S.A., its consequent dissolution on the Effective Date of the Merger and with regard to Telecom Argentina S.A., the amendment of the Bylaws and the increase of its capital stock.

 

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Table of Contents

 

On August 31, 2017, at the General Extraordinary Shareholders’ Meeting of the Company the shareholders unanimously decided to approve the Pre-Merger Commitment of the Company with Telecom Argentina S.A. and, the consequent dissolution of Cablevisión on the Effective Date of the Merger mentioned in the preceding paragraph.

 

NOTE 5 - SEGMENT INFORMATION

 

The Company is mainly engaged in the Cable Television and Internet Access sector, which requires the development of different activities distributed among the different legal entities in which the Company holds an equity interest. In addition, as from this fiscal year, and as a consequence of the acquisition of Nextel, the Company has incorporated the IDEN telephony business. Based on the nature, clients, and risks involved, the following business segments have been identified, which are directly related to the way in which the Company assesses its business performance:

 

a)              Cable Television & Internet Access, comprises mainly its own operations and through its participation in its subsidiaries.

 

b)              IDEN mobile telephony services, through its participation in Nextel.

 

The Company’s Board of Directors, which is the main operating decisions maker, uses adjusted EBITDA to measure the performance of the identified operating segments. Adjusted EBITDA is defined as sales less the cost of sales and selling and administrative expenses (excluding depreciation and amortization). The Company believes that adjusted EBITDA is a significant performance measure of its businesses, since it is commonly used in the industry to analyze and compare media companies based on operating performance, indebtedness and liquidity. However, adjusted EBITDA does not measure net income or cash flows generated by operations and should not be considered as an alternative to net income, an indication of the Company’s financial performance, an alternative to cash flows generated by operating activities or a measure of liquidity.

 

Since adjusted EBITDA is not defined by IFRS, it is possible that other companies may calculate it differently. Therefore, the EBITDA reported by other companies may not be comparable to the Company’s reported adjusted EBITDA.

 

Note 1 to these consolidated financial statements includes additional information about the Company’s businesses.

 

The following tables include the information as of December 31, 2016, 2015 and 2014, prepared on the basis of IFRS, for the business segments identified by the Company.

 

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Table of Contents

 

 

 

Cable Television
services and
Internet access
(1)

 

Telephony
services IDEN

 

Eliminations /
Adjustments (2)

 

Consolidated

 

Additional information consolidated at 12.31.2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of services and goods to third parties

 

27,506,874,871

 

3,311,005,730

 

(246,686,657

)

30,571,193,944

 

Intersegment sales

 

1,333,070

 

13,446,798

 

(14,779,868

)

 

Total sales

 

27,508,207,941

 

3,324,452,528

 

(261,466,525

)

30,571,193,944

 

Cost of sales — excluding depreciation and amortization

 

(10,182,116,002

)

(1,342,985,491

)

(309,024,936

)

(11,834,126,429

)

Expenses — excluding depreciation and amortization

 

 

 

 

 

 

 

 

 

Selling expenses

 

(3,214,913,723

)

(1,004,361,444

)

 

(4,219,275,167

)

Administrative expenses

 

(3,046,600,745

)

(540,336,607

)

 

(3,586,937,352

)

Intersegment costs and expenses

 

(13,446,798

)

(1,333,070

)

14,779,868

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

11,051,130,673

 

435,435,916

 

(555,711,593

)

10,930,854,996

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

 

 

 

 

 

(2,519,374,617

)

Amortization of intangible assets

 

 

 

 

 

 

 

(68,808,776

)

Other income and expenses net

 

 

 

 

 

 

 

(11,429,716

)

Financial results

 

 

 

 

 

 

 

(2,374,443,632

)

Result for acquisition of companies

 

 

 

 

 

 

 

114,093,096

 

Result of long-term investments in associates

 

 

 

 

 

 

 

131,378,676

 

Income tax

 

 

 

 

 

 

 

(2,095,215,277

)

Net income for the year

 

 

 

 

 

 

 

4,107,054,750

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

24,755,522,294

 

4,183,370,342

 

(4,391,808

)

28,934,500,828

 

 

 

 

 

 

 

 

 

 

 

Additional information consolidated at 12.31.2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments for acquisition of property, plant and equipment

 

8,850,837,071

 

192,853,975

 

 

9,043,691,046

 

Payments for acquisition of intangible assets

 

23,338,586

 

 

 

23,338,586

 

Payments for acquisition of companies

 

20,808,000

 

2,011,325,371

 

 

2,032,133,371

 

Ordinary revenues of foreign subsidiaries

 

816,075,846

 

 

 

816,075,846

 

Non-current assets except deferred tax and financial assets in foreign subsidiares

 

884,259,624

 

 

 

884,259,624

 

 


(1) Source: internal information reviewed by the Board of Directors.

(2) Eliminations and adjustments correspond to transactions between the Company and its subsidiaries and differences in valuation criteria for the recognition of revenues from cable TV and Internet installation services and transactions including separate items.

 

B- 31



Table of Contents

 

 

 

Cable Television
services and
Internet access
(1)

 

Telephony
services IDEN

 

Eliminations /
Adjustments (2)

 

Consolidated

 

Additional information consolidated at 12.31.2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of services and goods to third parties

 

20,013,686,223

 

 

111,671,016

 

20,125,357,239

 

Total sales

 

20,013,686,223

 

 

111,671,016

 

20,125,357,239

 

Cost of sales — excluding depreciation and amortization

 

(7,475,216,033

)

 

(316,335,385

)

(7,791,551,418

)

Expenses — excluding depreciation and amortization

 

 

 

 

 

 

 

 

 

Selling expenses

 

(2,444,400,263

)

 

 

(2,444,400,263

)

Administrative expenses

 

(2,594,729,513

)

 

 

(2,594,729,513

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

7,499,340,414

 

 

(204,664,369

)

7,294,676,045

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

 

 

 

 

 

(1,531,614,402

)

Amortization of intangible assets

 

 

 

 

 

 

 

(34,560,037

)

Other income and expenses net

 

 

 

 

 

 

 

1,685,031

 

Financial results

 

 

 

 

 

 

 

(2,812,892,444

)

Result of long-term investments in associates

 

 

 

 

 

 

 

504,747,128

 

Income tax

 

 

 

 

 

 

 

(909,187,780

)

Net income for the year

 

 

 

 

 

 

 

2,512,853,541

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

19,508,782,044

 

 

 

19,508,782,044

 

 

 

 

 

 

 

 

 

 

 

Additional information consolidated at 12.31.2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments for acquisition of property, plant and equipment

 

4,342,609,987

 

 

 

4,342,609,987

 

Payments for acquisition of intangible assets

 

7,600,638

 

 

 

7,600,638

 

Payments for acquisition of companies

 

799,231,498

 

 

 

799,231,498

 

Ordinary revenues of foreign subsidiaries

 

718,406,183

 

 

 

718,406,183

 

Non-current assets except deferred tax and financial assets in foreign subsidiares

 

616,696,192

 

 

 

616,696,192

 

 


(1) Source: internal information reviewed by the Board of Directors.

(2) Eliminations and adjustments correspond to differences in valuation criteria for the recognition of revenues from cable TV and Internet installation services and transactions including separate items.

 

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Table of Contents

 

 

 

Cable Television
services and
Internet access
(1)

 

Telephony
services IDEN

 

Eliminations /
Adjustments (2)

 

Consolidated

 

Additional information consolidated at 12.31.2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of services and goods to third parties

 

14,213,547,556

 

 

12,583,892

 

14,226,131,448

 

Total sales

 

14,213,547,556

 

 

12,583,892

 

14,226,131,448

 

Cost of sales — excluding depreciation and amortization

 

(5,848,721,170

)

 

(242,568,036

)

(6,091,289,206

)

Expenses — excluding depreciation and amortization

 

 

 

 

 

 

 

 

 

Selling expenses

 

(1,739,679,879

)

 

 

(1,739,679,879

)

Administrative expenses

 

(1,701,444,524

)

 

 

(1,701,444,524

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

4,923,701,983

 

 

(229,984,144

)

4,693,717,839

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

 

 

 

 

 

(1,197,127,794

)

Amortization of intangible assets

 

 

 

 

 

 

 

(34,092,349

)

Other income and expenses net

 

 

 

 

 

 

 

8,425,435

 

Financial results

 

 

 

 

 

 

 

(1,606,936,393

)

Result of long-term investments in associates

 

 

 

 

 

 

 

57,731,847

 

Income tax

 

 

 

 

 

 

 

(596,955,823

)

Net income for the year

 

 

 

 

 

 

 

1,324,762,762

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

13,375,148,436

 

 

 

13,375,148,436

 

 

 

 

 

 

 

 

 

 

 

Additional information consolidated at 12.31.2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments for acquisition of property, plant and equipment

 

2,655,892,374

 

 

 

2,655,892,374

 

Payments for acquisition of intangible assets

 

8,044,237

 

 

 

8,044,237

 

Payments for acquisition of companies

 

 

 

 

 

Ordinary revenues of foreign subsidiaries

 

640,111,130

 

 

 

640,111,130

 

Non-current assets except deferred tax and financial assets in foreign subsidiares

 

654,008,707

 

 

 

654,008,707

 

 


(1) Source: internal information reviewed by the Board of Directors.

(2) Eliminations and adjustments correspond to differences in valuation criteria for the recognition of revenues from cable TV and Internet installation services and transactions including separate items.

 

B- 33



Table of Contents

 

NOTE 6 — REVENUES

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Cable television service

 

18,750,387,702

 

14,430,045,995

 

10,776,791,214

 

IDEN telephony services

 

2,804,437,872

 

 

 

Internet

 

7,697,490,955

 

4,818,011,021

 

2,755,560,808

 

Advertising

 

111,551,806

 

118,881,031

 

87,215,506

 

Sale of goods

 

379,506,243

 

86,303,932

 

72,211,851

 

Sale of services under the CABA tender

 

330,967,737

 

262,712,869

 

225,466,248

 

Other

 

496,851,629

 

409,402,391

 

308.885.821

 

Total

 

30,571,193,944

 

20,125,357,239

 

14,226,131,448

 

 

NOTE 7 - COST OF SALES

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Inventories at the beginning of the year

 

4,921,974

 

7,493,019

 

5,646,407

 

Incorporation of acquired company inventories

 

222,227,387

 

 

 

Net purchases of the year

 

486,471,542

 

82,967,360

 

85,496,743

 

Cost of services rendered (Note 8)

 

13,743,238,579

 

9,158,437,455

 

7,149,592,182

 

Application of allowance for impairment of inventories

 

(68,019

)

 

(28,994

)

Inventories at the end of the year

 

(267,058,143

)

(4,921,974

)

(7,493,019

)

Total cost of sales

 

14,189,733,320

 

9,243,975,860

 

7,233,213,319

 

 

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Table of Contents

 

NOTE 8 - COST OF SERVICES RENDERED, SELLING EXPENSES AND ADMINISTRATIVE EXPENSES

 

Item

 

Cost of services
rendered

 

Selling
expenses

 

Administrative
expenses

 

Total
12.31.2016

 

Total
12.31.2015

 

Total
12.31.2014

 

 

 

Ps.

 

Payroll and social security charges and other personnel expenses

 

3,375,397,985

 

968,344,965

 

860,846,643

 

5,204,589,593

 

4,153,787,477

 

3,080,400,891

 

Programming costs

 

3,932,135,034

 

 

 

3,932,135,034

 

2,889,016,782

 

2,180,664,852

 

Severance costs (compensations to the personnel)

 

56,798,735

 

69,931,515

 

57,450,713

 

184,180,963

 

62,382,405

 

28,722,087

 

Public utilities and tax rates

 

628,237,535

 

1,541,332,330

 

29,557,063

 

2,199,126,928

 

1,326,864,936

 

892,595,461

 

Representation expenses

 

3,019,152

 

77,381,644

 

5,726,957

 

86,127,753

 

47,012,744

 

32,942,352

 

Maintenance of property, plant and equipment and network expenses

 

1,626,054,238

 

151,034,285

 

482,352,215

 

2,259,440,738

 

1,007,755,650

 

782,001,273

 

Leases

 

438,321,499

 

49,685,891

 

64,290,458

 

552,297,848

 

254,202,721

 

197,668,101

 

Depreciation of property, plant and equipment

 

2,321,425,779

 

144,195,951

 

53,752,887

 

2,519,374,617

 

1,531,614,402

 

1,197,127,794

 

Fees for services

 

45,598,168

 

141,456,383

 

1,190,606,056

 

1,377,660,607

 

838,361,641

 

642,647,748

 

Fees to directors and syndics

 

 

 

10,920,195

 

10,920,195

 

138,372,267

 

6,229,887

 

Advertising and promotion

 

 

621,441,502

 

 

621,441,502

 

434,129,622

 

323,869,187

 

Office expenses

 

667,069

 

2,645,964

 

37,272,504

 

40,585,537

 

30,255,041

 

25,251,435

 

Production of magazine

 

233,771,276

 

2,658,628

 

21,423,785

 

257,853,689

 

173,175,001

 

150,344,668

 

Data transfer costs

 

695,580,513

 

51,251

 

2,644,118

 

698,275,882

 

282,962,582

 

300,932,201

 

Bad debts

 

 

375,894,434

 

 

375,894,434

 

260,111,103

 

160,716,050

 

Collection expenses and commissions

 

9,173,440

 

81,891,709

 

769,622,025

 

860,687,174

 

553,039,809

 

383,212,365

 

Obsolescence of material

 

21,778,186

 

 

 

21,778,186

 

9,479,003

 

5,624,740

 

Lawsuits and contingencies

 

51,334,799

 

69,485,873

 

76,163

 

120,896,835

 

42,995,499

 

61,777,769

 

Amortization of intangible assets

 

34,181,103

 

34,627,673

 

 

68,808,776

 

34,560,037

 

34,092,349

 

Miscellaneous

 

269,764,068

 

66,038,784

 

54,148,457

 

389,951,309

 

241,238,506

 

193,191,405

 

Total at 12.31.2016

 

13,743,238,579

 

4,398,098,782

 

3,640,690,239

 

21,782,027,600

 

 

 

 

 

Total at 12.31.2015

 

9,158,437,455

 

2,524,906,935

 

2,627,972,838

 

 

 

14,311,317,228

 

 

 

Total at 12.31.2014

 

7,149,592,182

 

1,802,896,026

 

1,727,524,407

 

 

 

 

 

10,680,012,615

 

 

B- 35



Table of Contents

 

NOTE 9 - FINANCIAL COSTS

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Interests

 

(681,430,741

)

(586,965,270

)

(414,624,088

)

Exchange differences

 

(1,724,669,176

)

(2,139,296,741

)

(1,107,000,225

)

Financial debt discounts

 

(40,330,615

)

(15,996,408

)

(18,708,215

)

Other financial costs

 

(150,144,950

)

(42,416,574

)

(6,044,581

)

Total

 

(2,596,575,482

)

(2,784,674,993

)

(1,546,377,109

)

 

NOTE 10 — OTHER FINANCIAL INCOME AND EXPENSES, NET

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Interests

 

193,841,580

 

237,664,318

 

101,307,463

 

Bank expenses

 

(9,937,383

)

(6,417,696

)

(9,960,122

)

Taxes and expenses

 

(430,097,505

)

(226,403,378

)

(156,426,037

)

Exchange differences on cash and cash equivalents

 

544,589,585

 

488,645,357

 

58,210,953

 

Exchange differences from the other items

 

(113,251,179

)

289,637,140

 

119,657,188

 

Financial discounts on assets, debts and diverse

 

30,344,996

 

(6,066,943

)

17,917,394

 

Results for operations with notes and bonds

 

6,758,775

 

(867,829,549

)

(190,790,235

)

Results for changes in fair value of financial instruments

 

11,081,662

 

62,553,300

 

(475,888

)

Other

 

(11,198,681

)

 

 

Total

 

222,131,850

 

(28,217,451

)

(60,559,284

)

 

NOTE 11 - EQUITY IN EARNINGS FROM ASSOCIATES

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

La Capital Cable S.A.

 

23,147,490

 

18,543,238

 

13,395,564

 

Tres Arroyos Televisora Color S.A.

 

220,965

 

331,785

 

(851,330

)

Teledifusora San Miguel Arcángel S.A.

 

30,604,401

 

18,552,269

 

10,300,490

 

Ver TV S.A.

 

75,669,613

 

64,329,577

 

34,385,489

 

Nextel communications S.R.L.

 

 

85,064,384

 

 

Result from acquisition of associated companies (See Note 4)

 

 

316,726,916

 

 

Other

 

1,736,207

 

1,198,959

 

501,634

 

Total

 

131,378,676

 

504,747,128

 

57,731,847

 

 

B- 36



Table of Contents

 

NOTE 12 - INCOME TAX

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Income before income tax

 

6,202,270,027

 

3,422,041,321

 

1,921,718,590

 

Tax rate (35% income tax)

 

35

%

35

%

35

%

Income tax expense at current statutory tax rate on income before income tax

 

2,170,794,509

 

1,197,714,462

 

672,601,507

 

Permanent differences:

 

 

 

 

 

 

 

Equity in earnings from associates

 

(45,982,537

)

(176,661,495

)

(20,206,146

)

Differences in tax rates applicable to subsidiaries from foreign countries

 

(24,653,429

)

(89,397,547

)

(35,068,700

)

Result for acquisition of companies

 

(39,932,584

)

 

 

Other income and expense, net

 

29,025,030

 

(22,466,082

)

(20,494,609

)

Sub-total

 

2,089,250,989

 

909,189,338

 

596,832,052

 

Allowance for doubtful deferred tax assets, net and tax loss carryforwards

 

5,614,393

 

(1,324,820

)

123,771

 

Application of statutes of limitations on tax loss carryforwards

 

349,895

 

1,323,262

 

 

Total charge for income taxes recognized in the statement of comprehensive income

 

2,095,215,277

 

909,187,780

 

596,955,823

 

Deferred income tax

 

(130,109,537

)

(44,814,838

)

1,522,787

 

Current income tax

 

2,225,324,814

 

954,002,618

 

595,433,036

 

Total

 

2,095,215,277

 

909,187,780

 

596,955,823

 

 

The breakdown of net deferred tax balances is as follows:

 

 

 

01.01.2016

 

Incorporation
of acquired
company
balances

 

Net Charge

 

Change in
currency
translation

 

12.31.2016

 

 

 

Ps.

 

Trade receivables and other receivables

 

49,374,230

 

(24,444,050

)

123,539,409

 

1,980,345

 

150,449,934

 

Taxes payable

 

34,127,884

 

 

2,735,067

 

 

36,862,951

 

Provisions and other charges

 

91,033,212

 

141,023,992

 

94,997,073

 

 

327,054,277

 

Accounts payable and others

 

5,050,433

 

 

1,355,424

 

 

6,405,857

 

Tax loss carryforwards

 

447,421

 

458,608

 

5,114,362

 

 

6,020,391

 

Bank and financial debt

 

(11,446,067

)

 

12,708,973

 

 

1,262,906

 

Other payables

 

89,314,172

 

 

3,381,598

 

435,357

 

93,131,127

 

Other temporary differences

 

(14,981,036

)

6,640,690

 

(33,681,864

)

1,546,435

 

(40,475,775

)

Property, plant and equipment and intangible assets-net

 

(192,804,066

)

(607,126,179

)

(76,326,537

)

(2,061,712

)

(878,318,494

)

Allowance for doubtful deferred tax assets, net

 

(543,727

)

 

(5,614,393

)

 

(6,158,120

)

Total deferred tax liabilities, net

 

49,572,456

 

(483,446,939

)

128,209,112

 

1,900,425

 

(303,764,946

)

 

B- 37



Table of Contents

 

 

 

01.01.2015

 

Net Charge

 

Change in
currency
translation

 

12.31.2015

 

 

 

Ps.

 

Trade receivables and other receivables

 

(19,796,258

)

69,926,911

 

(756,423

)

49,374,230

 

Taxes payable

 

24,193,171

 

9,934,713

 

 

34,127,884

 

Provisions and other charges

 

62,175,876

 

28,857,336

 

 

91,033,212

 

Accounts payable and others

 

4,007,491

 

1,042,942

 

 

5,050,433

 

Tax loss carryforwards

 

1,899,042

 

(1,451,621

)

 

447,421

 

Bank and financial debt

 

(12,764,578

)

1,318,511

 

 

(11,446,067

)

Other payables

 

76,019,225

 

13,386,793

 

(91,846

)

89,314,172

 

Other temporary differences

 

1,163,566

 

(15,852,443

)

(292,159

)

(14,981,036

)

Property, plant and equipment and intangible assets-net

 

(130,271,370

)

(63,229,617

)

696,921

 

(192,804,066

)

Allowance for doubtful deferred tax assets, net

 

(1,868,547

)

1,324,820

 

 

(543,727

)

Total deferred tax liabilities, net

 

4,757,618

 

45,258,345

 

(443,507

)

49,572,456

 

 

 

 

01.01.2014

 

Net Charge

 

Change in
currency
translation

 

12.31.2014

 

 

 

Ps.

 

Trade receivables and other receivables

 

(43,101,950

)

21,282,876

 

2,022,816

 

(19,796,258

)

Taxes payable

 

19,823,860

 

4,369,311

 

 

24,193,171

 

Provisions and other charges

 

48,748,852

 

13,427,024

 

 

62,175,876

 

Accounts payable and others

 

3,126,274

 

881,217

 

 

4,007,491

 

Tax loss carryforwards

 

32,823,950

 

(30,924,908

)

 

1,899,042

 

Bank and financial debt

 

(14,967,223

)

2,202,645

 

 

(12,764,578

)

Other payables

 

60,851,333

 

15,029,003

 

138,889

 

76,019,225

 

Other temporary differences

 

625,109

 

610,517

 

(72,060

)

1,163,566

 

Property, plant and equipment and intangible assets-net

 

(99,905,024

)

(27,302,487

)

(3,063,859

)

(130,271,370

)

Allowance for doubtful deferred tax assets, net

 

(1,744,776

)

(123,771

)

 

(1,868,547

)

Total deferred tax liabilities, net

 

6,280,405

 

(548,573

)

(974,214

)

4,757,618

 

 

As of December 31, 2016, the Company had accumulated tax loss carryforwards of approximately Ps. 17,201,117, which, calculated at the statutory tax rate, represent a deferred tax asset of approximately Ps. 6,020,391, which the Company estimates are not recoverable.

 

Below is a breakdown of the estimated expiration date of tax loss carryforwards:

 

Year of origin

 

Tax loss
carryforwards
at 12.31.2016

 

Tax loss
carryforwards
at 12.31.2015

 

Tax loss
carryforwards
at 12.31.2014

 

Expiration year

 

 

 

Ps.

 

 

 

2009

 

 

 

3,780,747

 

2014

 

2010

 

 

999,700

 

999,700

 

2015

 

2011

 

 

 

 

2016

 

2012

 

 

 

 

2017

 

2014

 

 

278,646

 

645,387

 

2019

 

2016

 

17,201,117

 

 

 

2021

 

 

 

17,201,117

 

1,278,346

 

5,425,834

 

 

 

 

B- 38



Table of Contents

 

NOTE 13 - PROPERTY, PLANT AND EQUIPMENT

 

Cost or deemed cost and accumulated depreciation

 

 

 

Buildings and lands

 

Improvements to leased
buildings

 

Installation,
machinery and
equipment

 

Furniture and fixtures

 

Vehicles

 

Tools

 

Cables, cable laying
and assets under loan
for use

 

Work in progress

 

Materials

 

Telecommunications

 

Allowance for
obsolescence of
material

 

Total

 

 

 

Ps.

 

Average useful life (years)

 

50

(1)

3

 

10

 

10

 

5

 

5

 

15-3

 

 

 

 

 

 

 

Cost or deemed cost

 

231,152,770

 

28,257,264

 

908,800,796

 

53,447,675

 

310,082,463

 

144,136,324

 

7,405,674,222

 

1,263,469,923

 

1,615,863,948

 

 

(22,701,624

)

11,938,183,761

 

Accumulated depreciation

 

(83,811,114

)

(24,880,764

)

(526,488,315

)

(37,706,811

)

(155,420,743

)

(111,929,013

)

(2,547,754,599

)

 

 

 

 

(3,487,991,359

)

Net book value at January 1, 2016

 

147,341,656

 

3,376,500

 

382,312,481

 

15,740,864

 

154,661,720

 

32,207,311

 

4,857,919,623

 

1,263,469,923

 

1,615,863,948

 

 

(22,701,624

)

8,450,192,402

 

Incorporation of acquired company balances (Notes 4 b) and 4 c))

 

175,870,566

 

5,598,634

 

99,729,461

 

5,113,227

 

433,402

 

455,495

 

11,326,515

 

34,179,740

 

23,850,975

 

319,661,603

 

 

676,219,618

 

Variation due to translation differences (Cost)

 

2,474,045

 

 

3,641,269

 

5,659,768

 

2,317,472

 

1,445,494

 

156,590,546

 

5,284,306

 

8,337,459

 

 

(374,401

)

185,375,958

 

Additions

 

6,987,618

 

 

237,321,691

 

4,880,653

 

24,617,041

 

1,481,057

 

1,966,441,095

 

1,094,129,609

 

5,618,725,082

 

111,806,102

 

(13,459,121

)

9,052,930,827

 

Decreases

 

(83,906

)

(10,197,763

)

(9,800,970

)

(2,590,005

)

(14,315,487

)

(584,017

)

(1,335,561,530

)

(1,142,681

)

(328,363,765

)

(1,397,320

)

 

(1,704,037,444

)

Transfers

 

105,228,906

 

8,481,460

 

253,814,320

 

57,517

 

(14,661

)

42,334,304

 

2,098,210,912

 

497,562,229

 

(3,062,541,988

)

56,867,001

 

 

 

Accumulated depreciation of decreases

 

83,906

 

9,977,644

 

9,264,136

 

2,409,023

 

14,186,268

 

584,017

 

1,334,513,577

 

 

 

2,005,068

 

 

1,373,023,639

 

Incorporation of acquired company balances (accumulated depreciation)

 

(287,819

)

 

(61,339

)

(362,456

)

(310,068

)

(455,495

)

(9,205,279

)

 

 

 

 

(10,682,456

)

Variation due to translation differences (Depreciation)

 

(1,528,289

)

 

(3,304,297

)

(4,818,084

)

(2,196,837

)

(990,769

)

(112,855,868

)

 

 

 

 

(125,694,144

)

Depreciation

 

(17,636,228

)

(8,321,730

)

(234,261,647

)

(5,027,511

)

(47,005,072

)

(33,053,186

)

(1,926,485,348

)

 

 

(247,583,895

)

 

(2,519,374,617

)

Subtotal

 

418,450,455

 

8,914,745

 

738,655,105

 

21,062,996

 

132,373,778

 

43,424,211

 

7,040,894,243

 

2,893,483,126

 

3,875,871,711

 

241,358,559

 

(36,535,146

)

15,377,953,783

 

Total at December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost or deemed cost

 

521,629,999

 

32,139,595

 

1,493,506,567

 

66,568,835

 

323,120,230

 

189,268,657

 

10,302,681,760

 

2,893,483,126

 

3,875,871,711

 

486,937,386

 

(36,535,146

)

20,148,672,720

 

Accumulated depreciation

 

(103,179,544

)

(23,224,850

)

(754,851,462

)

(45,505,839

)

(190,746,452

)

(145,844,446

)

(3,261,787,517

)

 

 

(245,578,827

)

 

(4,770,718,937

)

Net book value at December 31, 2016

 

418,450,455

 

8,914,745

 

738,655,105

 

21,062,996

 

132,373,778

 

43,424,211

 

7,040,894,243

 

2,893,483,126

 

3,875,871,711

 

241,358,559

 

(36,535,146

)

15,377,953,783

 

 


(1)              Land is not depreciated.

 

B- 39



Table of Contents

 

Cost or deemed cost and accumulated depreciation

 

 

 

Buildings and lands

 

Improvements to
leased buildings

 

Installation,
machinery and
equipment

 

Furniture and
fixtures

 

Vehicles

 

Tools

 

Cables, cable laying
and assets under loan 
for use

 

Work in progress

 

Materials

 

Allowance for
obsolescence of
material

 

Total

 

 

 

Ps.

 

Average useful life (years)

 

50

(1)

3

 

10

 

10

 

5

 

5

 

15-3

 

 

 

 

 

 

Cost or deemed cost

 

235,298,771

 

26,884,955

 

736,859,232

 

54,334,262

 

208,352,654

 

111,659,331

 

5,910,227,690

 

646,270,825

 

964,956,185

 

(17,797,698

)

8,877,046,207

 

Accumulated depreciation

 

(93,905,032

)

(22,462,852

)

(504,047,607

)

(39,042,631

)

(162,078,733

)

(86,673,805

)

(2,116,979,559

)

 

 

255,842

 

(3,024,934,377

)

Net book value at January 1, 2015

 

141,393,739

 

4,422,103

 

232,811,625

 

15,291,631

 

46,273,921

 

24,985,526

 

3,793,248,131

 

646,270,825

 

964,956,185

 

(17,541,856

)

5,852,111,830

 

Variation due to translation differences (Cost)

 

(952,276

)

 

(1,529,008

)

(2,689,468

)

(1,110,105

)

(529,849

)

(71,613,502

)

(3,199,421

)

(4,325,605

)

178,871

 

(85,770,363

)

Additions

 

844,980

 

536,664

 

153,514,268

 

3,527,219

 

143,827,675

 

1,841,558

 

1,330,432,007

 

416,444,282

 

2,286,060,198

 

(5,338,639

)

4,331,690,212

 

Decreases

 

(14,723,913

)

 

(78,608,483

)

(2,080,535

)

(40,987,761

)

(404,971

)

(878,842,497

)

 

(169,389,977

)

255,842

 

(1,184,782,295

)

Transfers

 

10,685,208

 

835,645

 

98,564,787

 

356,197

 

 

31,570,255

 

1,115,470,524

 

203,954,237

 

(1,461,436,853

)

 

 

Accumulated depreciation of decreases

 

14,717,920

 

 

78,601,000

 

2,011,632

 

40,986,712

 

188,051

 

878,470,923

 

 

 

(255,842

)

1,014,720,396

 

Variation due to translation differences (Depreciation)

 

640,182

 

 

1,458,724

 

2,124,008

 

982,390

 

315,059

 

48,316,661

 

 

 

 

53,837,024

 

Depreciation

 

(5,264,184

)

(2,417,912

)

(102,500,432

)

(2,799,820

)

(35,311,112

)

(25,758,318

)

(1,357,562,624

)

 

 

 

(1,531,614,402

)

Subtotal

 

147,341,656

 

3,376,500

 

382,312,481

 

15,740,864

 

154,661,720

 

32,207,311

 

4,857,919,623

 

1,263,469,923

 

1,615,863,948

 

(22,701,624

)

8,450,192,402

 

Total at December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost or deemed cost

 

231,152,770

 

28,257,264

 

908,800,796

 

53,447,675

 

310,082,463

 

144,136,324

 

7,405,674,222

 

1,263,469,923

 

1,615,863,948

 

(22,701,624

)

11,938,183,761

 

Accumulated depreciation

 

(83,811,114

)

(24,880,764

)

(526,488,315

)

(37,706,811

)

(155,420,743

)

(111,929,013

)

(2,547,754,599

)

 

 

 

(3,487,991,359

)

Net book value at December 31, 2015

 

147,341,656

 

3,376,500

 

382,312,481

 

15,740,864

 

154,661,720

 

32,207,311

 

4,857,919,623

 

1,263,469,923

 

1,615,863,948

 

(22,701,624

)

8,450,192,402

 

 


(1)              Land is not depreciated.

 

B- 40



Table of Contents

 

Cost or deemed cost and accumulated depreciation

 

 

 

Buildings and
lands

 

Improvements to
leased buildings

 

Installation,
machinery and
equipment

 

Furniture and
fixtures

 

Vehicles

 

Tools

 

Cables, cable laying
and assets under
loan for use

 

Work in
progress

 

Materials

 

Allowance for
obsolescence of
material

 

Total

 

 

 

Ps.

 

Average useful life (years)

 

50

(1)

3

 

10

 

10

 

5

 

5

 

15-3

 

 

 

 

 

 

Cost or deemed cost

 

230,330,617

 

25,919,436

 

584,777,402

 

48,252,540

 

189,951,299

 

85,086,054

 

4,755,979,052

 

478,130,199

 

754,893,583

 

(17,512,901

)

7,135,807,281

 

Accumulated depreciation

 

(89,135,415

)

(17,884,689

)

(447,606,208

)

(32,765,740

)

(141,503,220

)

(66,950,765

)

(1,696,117,569

)

 

 

255,842

 

(2,491,707,764

)

Net book value at January 1, 2014

 

141,195,202

 

8,034,747

 

137,171,194

 

15,486,800

 

48,448,079

 

18,135,289

 

3,059,861,483

 

478,130,199

 

754,893,583

 

(17,257,059

)

4,644,099,517

 

Variation due to translation differences (Cost)

 

233,335

 

 

2,405,403

 

4,232,916

 

1,723,776

 

687,676

 

105,173,876

 

4,906,122

 

4,904,016

 

(284,797

)

123,982,323

 

Additions

 

1,336,591

 

90,079

 

72,195,099

 

1,879,500

 

17,202,954

 

976,593

 

973,712,509

 

197,755,506

 

1,390,743,543

 

 

2,655,892,374

 

Decreases

 

(1,089,402

)

(527,264

)

(228,813

)

(106,030

)

(525,375

)

(63,216

)

(745,967,649

)

 

(290,128,022

)

 

(1,038,635,771

)

Transfers

 

4,487,630

 

1,402,704

 

77,710,141

 

75,336

 

 

24,972,224

 

821,329,902

 

(34,521,002

)

(895,456,935

)

 

 

Accumulated depreciation of decreases

 

477,742

 

527,264

 

228,813

 

106,030

 

416,245

 

63,216

 

745,802,705

 

 

 

 

747,622,015

 

Variation due to translation differences (Depreciation)

 

176,825

 

 

(2,284,634

)

(3,243,560

)

(1,513,668

)

(422,730

)

(76,433,067

)

 

 

 

(83,720,834

)

Depreciation

 

(5,424,184

)

(5,105,427

)

(54,385,578

)

(3,139,361

)

(19,478,090

)

(19,363,526

)

(1,090,231,628

)

 

 

 

(1,197,127,794

)

Subtotal

 

141,393,739

 

4,422,103

 

232,811,625

 

15,291,631

 

46,273,921

 

24,985,526

 

3,793,248,131

 

646,270,825

 

964,956,185

 

(17,541,856

)

5,852,111,830

 

Total at December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost or deemed cost

 

235,298,771

 

26,884,955

 

736,859,232

 

54,334,262

 

208,352,654

 

111,659,331

 

5,910,227,690

 

646,270,825

 

964,956,185

 

(17,797,698

)

8,877,046,207

 

Accumulated depreciation

 

(93,905,032

)

(22,462,852

)

(504,047,607

)

(39,042,631

)

(162,078,733

)

(86,673,805

)

(2,116,979,559

)

 

 

255,842

 

(3,024,934,377

)

Net book value at December 31, 2014

 

141,393,739

 

4,422,103

 

232,811,625

 

15,291,631

 

46,273,921

 

24,985,526

 

3,793,248,131

 

646,270,825

 

964,956,185

 

(17,541,856

)

5,852,111,830

 

 


(1)              Land is not depreciated.

 

B- 41



Table of Contents

 

13.1. Impairment losses recognized in the year

 

During this year, the Company made a review of the recoverable amount of its property, plant and equipment regarding the obsolescence of materials. As result of such review, it was necessary to recognize an additional loss for impairment of Ps. 5,338,639.

 

13.2. Evolution of the allowance for obsolescence of material

 

Variations in the allowance for obsolescence of material were as follows:

 

 

 

12.31.2016

 

12.31.2015

 

31.12.2014

 

 

 

Ps.

 

Balance at beginning of year

 

22,701,624

 

17,541,856

 

17,257,059

 

Currency translation of foreign operations

 

374,401

 

(178,871

)

284,797

 

Additions

 

13,459,121

 

5,338,639

 

 

Balance at year end

 

36,535,146

 

22,701,624

 

17,541,856

 

 

NOTE 14 - INTANGIBLE ASSETS

 

Cost or attributed cost, accumulated amortization

 

 

 

Subscriber’s
portfolio
purchase

 

Trademarks

 

SRCE license
(1)

 

Links to the
public
network

 

Radioelectric
spectrum

 

Software

 

Other

 

Total

 

 

 

Ps.

 

Average useful life (years)

 

7

 

50

 

3

 

3

 

Indefinite

 

5

 

 

 

 

Cost or deemed cost

 

7,057,073

 

22,438,834

 

 

 

 

152,707,371

 

44,265,817

 

226,469,095

 

Accumulated amortization

 

(3,528,537

)

(7,058,732

)

 

 

 

(105,923,029

)

(43,839,684

)

(160,349,982

)

Net book value at January 1, 2016

 

3,528,536

 

15,380,102

 

 

 

 

46,784,342

 

426,133

 

66,119,113

 

Incorporation of acquired company balances (Notes 4 b) and 4 c))

 

 

 

39,287,081

 

3,997,512

 

1,860,549,580

 

 

 

1,903,834,173

 

Foreign exchange translation differences (Cost)

 

 

 

 

 

 

 

113,377

 

113,377

 

Additions

 

 

224,700

 

 

 

 

23,113,886

 

 

23,338,586

 

Decreases

 

(7,057,073

)

 

 

 

 

 

 

(7,057,073

)

Amortization

 

(477,881

)

(491,656

)

(31,429,664

)

(3,198,009

)

 

(33,056,777

)

(154,789

)

(68,808,776

)

Amortization of decreases

 

4,006,418

 

 

 

 

 

 

 

4,006,418

 

Foreign exchange translation differences (Amortization)

 

 

 

 

 

 

 

(80,749

)

(80,749

)

Subtotal

 

 

15,113,146

 

7,857,417

 

799,503

 

1,860,549,580

 

36,,841,451

 

303,972

 

1,921,465,069

 

Total at December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost or deemed cost

 

 

22,663,534

 

39,287,081

 

3,997,512

 

1,860,549,580

 

175,821,257

 

44,379,194

 

2,146,698,158

 

Accumulated amortization

 

 

(7,550,388

)

(31,429,664

)

(3,198,009

)

 

(138,979,806

)

(44,075,222

)

(225,233,089

)

Net book value at December 31, 2016

 

 

15,113,146

 

7,857,417

 

799,503

 

1,860,549,580

 

36,841,451

 

303,972

 

1,921,465,069

 

 


(1)              Radio-Electric Trunking Services License.

 

B- 42



Table of Contents

 

Cost or attributed cost, accumulated amortization

 

 

 

Subscriber’s portfolio
purchase

 

Trademarks

 

Software

 

Other

 

Total

 

 

 

Ps.

 

Average useful life (years)

 

7

 

50

 

5

 

 

 

 

Cost or deemed cost

 

 

22,438,834

 

153,269,906

 

44,036,705

 

219,745,445

 

Accumulated amortization

 

 

(6,610,768

)

(75,567,798

)

(43,642,151

)

(125,820,717

)

Net book value at January 1, 2015

 

 

15,828,066

 

77,702,108

 

394,554

 

93,924,728

 

Variation due to translation differences

 

 

 

 

(23,536

)

(23,536

)

Additions / (decreases)

 

7,053,073

 

 

(562,535

)

287,420

 

6,777,958

 

Transfers

 

4,000

 

 

 

(4,000

)

 

Amortization

 

(3,528,537

)

(447,964

)

(30,355,231

)

(228,305

)

(34,560,037

)

Sub-total

 

3,528,536

 

15,380,102

 

46,784,342

 

426,133

 

66,119,113

 

Total at December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

Cost or deemed cost

 

7,057,073

 

22,438,834

 

152,707,371

 

44,265,817

 

226,469,095

 

Accumulated amortization

 

(3,528,537

)

(7,058,732

)

(105,923,029

)

(43,839,684

)

(160,349,982

)

Net book value at December 31, 2015

 

3,528,536

 

15,380,102

 

46,784,342

 

426,133

 

66,119,113

 

 

Cost or attributed cost, accumulated amortization

 

 

 

Subscriber’s
portfolio purchase

 

Work in progress

 

Trademarks

 

Software

 

Other

 

Total

 

 

 

Ps.

 

Average useful life (years)

 

7

 

 

50

 

5

 

 

 

 

Cost or deemed cost

 

 

4,290,132

 

22,438,834

 

140,935,537

 

43,992,732

 

211,657,235

 

Accumulated amortization

 

 

 

(6,162,804

)

(42,218,844

)

(43,318,932

)

(91,700,580

)

Net book value at January 1, 2014

 

 

4,290,132

 

16,276,030

 

98,716,693

 

673,800

 

119,956,655

 

Variation due to translation differences (Cost)

 

 

 

 

 

16,185

 

16,185

 

Additions

 

 

137,660

 

 

7,906,577

 

 

8,044,237

 

Transfers

 

 

(4,427,792

)

 

4,427,792

 

 

 

Amortization

 

 

 

(447,964

)

(33,348,954

)

(295,431

)

(34,092,349

)

Subtotal

 

 

 

15,828,066

 

77,702,108

 

394,554

 

93,924,728

 

Total at December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost or deemed cost

 

 

 

22,438,834

 

153,269,906

 

44,036,705

 

219,745,445

 

Accumulated amortization

 

 

 

(6,610,768

)

(75,567,798

)

(43,642,151

)

(125,820,717

)

Net book value at December 31, 2014

 

 

 

15,828,066

 

77,702,108

 

394,554

 

93,924,728

 

 

B- 43



Table of Contents

 

NOTE 15 — GOODWILL

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

Cost

 

Ps.

 

Prima

 

 

39,507,456

 

39,507,456

 

Telemas S.A.

 

346,853,785

 

274,311,009

 

309,060,138

 

Cablevisión Business

 

2,893,129,939

 

2,829,430,189

 

2,829,430,189

 

Nextel Business

 

801,741,922

 

 

 

Total

 

4,041,725,646

 

3,143,248,654

 

3,177,997,783

 

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

Cost - Evolution

 

Ps.

 

Balance at beginning of year

 

3,143,248,654

 

3,177,997,783

 

3,122,995,263

 

Increases

 

825,934,216

 

 

 

Change in currency translation of foreign operations

 

72,542,776

 

(34,749,129

)

55,002,520

 

Balance at december 31

 

4,041,725,646

 

3,143,248,654

 

3,177,997,783

 

 

Allocation of goodwill to cash generating units

 

For the purpose of prove its impairment, goodwill was allocated to the following groups of cash generating units (“CGU”):

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Uruguay operation

 

362,432,604

 

289,889,828

 

324,638,957

 

Argentina operation

 

3,679,293,042

 

2,853,358,826

 

2,853,358,826

 

 

 

4,041,725,646

 

3,143,248,654

 

3,177,997,783

 

 

The Company assesses the recoverability of goodwill considering each country where the Company has a subsidiary for which it records goodwill as a different group of CGU.

 

Cablevisión determined that the group of CGU with a significant goodwill amount, as compared to the total goodwill amount as of December 31, 2016, 2015 and 2014 was Argentina, which accounts for 91%, 91% and 90% of the total goodwill, respectively.

 

The recoverable amount of each group of CGU has been determined on the basis of its value in use, calculated based on operating cash flows estimated in the financial budgets approved by the Company’s Management, which cover the period of one year. Cash flows beyond such period are projected using a growth rate assessed based on statistical data and historical indicators of the country, which does not exceed the long term average growth of each business.

 

The discount rate used in each case for the calculation of the value in use allocated to each group of CGU considers the risk free rate, the premium for country risk and the specific risks of each business and each group of CGU’s own indebtedness structure. In particular, the discount rate applied to cash flow projections for the operation of Cablevisión Argentina is approximately 9% per annum.

 

Cablevisión’s main sources of revenues are subscribers. The main indicators are the evolution in subscription prices and subscribers. In order to determine key assumptions, Cablevisión uses external sources of information and Management’s opinions based on past experience.

 

B- 44



Table of Contents

 

NOTE 16 - INVESTMENTS

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

 

 

Other placements (See Note 33)

 

1,133,469,884

 

697,057,242

 

585,321,308

 

 

 

1,133,469,884

 

697,057,242

 

585,321,308

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

Mutual funds

 

1,517,011,570

 

734,764,736

 

657,527,808

 

Notes and bonds

 

349,999,610

 

156,069,384

 

379,189,263

 

Fixed-term deposit

 

37,585,831

 

20,289,303

 

14,677,829

 

Other placements

 

97,598,992

 

 

 

 

 

2,002,196,003

 

911,123,423

 

1,051,394,900

 

 

Movements of fixed-term deposits and other placements were as follows:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Balance at beginning of year

 

717,346,545

 

599,999,137

 

373,727,773

 

Incorporation of acquired company balances

 

35,889,072

 

 

 

Increases

 

730,115,834

 

228,912,326

 

192,687,808

 

Currency translation of foreign operations

 

151,205,334

 

167,668,409

 

83,621,175

 

Decreases

 

(365,902,078

)

(279,233,327

)

(50,037,619

)

Balance at year end

 

1,268,654,707

 

717,346,545

 

599,999,137

 

 

B- 45



Table of Contents

 

NOTE 17 - INVESTMENTS IN ASSOCIATES

 

Companies

 

Main activity

 

Country

 

%
participation
in capital and
votes

 

Valuation at
12.31.2016

 

Valuation at
12.31.2015

 

Valuation at
12.31.2014

 

La Capital Cable S.A.

 

Closed circuit television

 

Argentina

 

49.00

 

25,548,618

 

20,523,128

 

14,954,214

 

Tres Arroyos Televisora Color S.A. (3)

 

Cable TV station

 

Argentina

 

 

 

1,835,217

 

1,503,432

 

Ver T.V. S.A. (1)

 

Cable TV station

 

Argentina

 

49.00

 

178,565,500

 

102,895,887

 

62,124,867

 

Teledifusora San Miguel Arcángel S.A. (1)

 

Cable TV station

 

Argentina

 

49.10

 

62,364,745

 

31,760,343

 

20,778,579

 

Televisora Privada del Oeste S.A.

 

Closed circuit television

 

Argentina

 

47.00

 

5,592,798

 

5,592,798

 

5,592,798

 

AVC Continente Audiovisual S.A.

 

Closed circuit television

 

Argentina

 

40.00

 

4,377,061

 

2,648,384

 

1,449,070

 

Nextel (2)

 

Telecomunications service

 

Argentina

 

 

 

1,201,022,798

 

 

Other investements valued at equity method

 

 

 

 

 

 

 

89,490

 

53,600

 

47,456

 

Goodwill

 

 

 

 

 

 

 

 

3,872,303

 

3,872,303

 

 

 

 

 

 

 

 

 

276,538,212

 

1,370,204,458

 

110,322,719

 

 


(1) Data on the issuer arising from financial information.

(2) From the first quarter of 2016, the company has proceeded to consolidate the investment in Nextel (See note 4.b)).

(3) From the second quarter of 2016, the company has proceeded to consolidate patrimonially the investment in Tres Arroyos Televisora Color S.A. (See note 4.d) to the individual financial statement).

 

The evolution of investments in associates are summarized below:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Balance at beginning of year

 

1,370,204,458

 

110,322,719

 

96,917,911

 

Equity in earnings from associates

 

131,378,676

 

504,747,128

 

57,731,847

 

Additions / (decreases) of investments (1) and (2)

 

(1,206,917,567

)

799,237,998

 

 

Dividend distributions

 

(18,127,355

)

(44,103,387

)

(44,327,039

)

Balance at year end

 

276,538,212

 

1,370,204,458

 

110,322,719

 

 


(1) From the first quarter of 2016, the company has proceeded to consolidate the investment in Nextel (See note 4.b)).

(2) From the second quarter of 2016, the company has proceeded to consolidate patrimonially the investment in Tres Arroyos Televisora Color S.A. (See note 4.d) to the individual financial statement).

 

B- 46



Table of Contents

 

Certain supplementary information required by IFRS about investments in associates is detailed below.

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Dividends received

 

18,127,355

 

44,103,387

 

Summarized financial information:

 

 

 

 

 

Non-current assets

 

597,672,025

 

1,222,984,219

 

Current assets

 

299,812,106

 

3,002,923,446

 

Non-current liabilities

 

(11,358,475

)

(111,454,055

)

Current liabilities

 

(319,750,077

)

(1,312,837,166

)

Sales

 

1,334,031,084

 

1,897,960,311

 

Income from continuing operations

 

271,105,322

 

387,056,535

 

Total comprehensive income

 

271,105,322

 

387,056,535

 

 

NOTE 18 - OTHER RECEIVABLES

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

National tax credits

 

32,309,167

 

4,180,605

 

Provincial tax credits

 

728,896

 

 

Advances to suppliers

 

172,246,617

 

109,643,206

 

Prepaid expenses

 

74,529,539

 

38,080,166

 

Call option — Nextel ((Notes 4.b) and (28.4.3)

 

 

1,103,673,966

 

Other debtors

 

3,984,313

 

14,139,007

 

Other

 

6,234,554

 

1,569,321

 

 

 

290,033,086

 

1,271,286,271

 

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Current

 

 

 

 

 

National tax credits

 

144,694,597

 

45,804,889

 

Provincial tax credits

 

7,077,933

 

3,386,929

 

Municipal tax credits

 

127,848

 

 

Prepaid expenses

 

248,415,775

 

152,501,150

 

Judicial deposits

 

27,714,675

 

8,180,553

 

Related parties (Note 33)

 

19,788,905

 

19,006,734

 

Advances to suppliers

 

61,425,818

 

85,589,912

 

Financial instruments

 

 

11,628,000

 

Other debtors

 

22,127,457

 

30,587,812

 

Advances to employees

 

5,993,864

 

5,458,718

 

Escrow sellers financing

 

20,481,681

 

 

Other

 

75,075,502

 

128,575,077

 

 

 

632,924,055

 

490,719,774

 

 

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The evolution of the allowance for other doubtful receivables is as follows:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Balance at beginning of year

 

 

 

429,031

 

Decreases

 

 

 

(429,031

)

Balance at year end

 

 

 

 

 

NOTE 19 — INVENTORIES

 

 

 

12.31.2016

 

12.31.2015

 

 

 

 

 

Ps.

 

 

 

Resale goods

 

9,672,286

 

3,669,046

 

 

 

Computer equipment held by third parties

 

2,823,190

 

1,252,928

 

 

 

Radio equipment and accessories

 

204,261,033

 

 

 

 

Parts

 

50,301,634

 

 

 

 

Allowance for impairment of inventories

 

(409,536

)

(68,019

)

 

 

 

 

266,648,607

 

4,853,955

 

 

 

 

NOTE 20 - TRADE RECEIVABLES

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

 

 

Ordinary

 

 

 

88,892,564

 

 

 

 

 

88,892,564

 

Current

 

 

 

 

 

 

 

Ordinary

 

1,969,684,888

 

1,406,044,189

 

1,066,163,367

 

Related parties (Note 33)

 

50,074,090

 

50,998,117

 

53,302,485

 

Other

 

756,100

 

2,543,084

 

1,857,545

 

Allowance for bad debts

 

(346,960,306

)

(195,726,226

)

(119,651,413

)

 

 

1,673,554,772

 

1,263,859,164

 

1,001,671,984

 

 

The above described trade receivables are classified as financial assets measured at amortized cost. All amounts are classified as current and non current assets, respectively.

 

Changes in the allowance for doubtful recoverability were:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Balance at beginning of year

 

195,726,226

 

119,651,413

 

92,641,610

 

Incorporation of acquired company balances

 

90,664,576

 

 

 

Increases

 

375,894,434

 

260,111,103

 

160,716,050

 

Decreases (1)

 

(315,324,930

)

(184,036,290

)

(133,706,247

)

Balance at year end

 

346,960,306

 

195,726,226

 

119,651,413

 

 


(1)          It includes currency conversion for business conducted abroad

 

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NOTE 21 - CASH AND BANKS

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Cash in local currency

 

3,928,966

 

1,314,312

 

Cash in foreign currency

 

319,184

 

12,422,400

 

Banks in local currency

 

471,312,019

 

340,247,475

 

Banks in foreign currency

 

750,670,070

 

1,401,718,103

 

To be deposited

 

20,422,785

 

10,158,371

 

 

 

1,246,653,024

 

1,765,860,661

 

 

NOTE 22 - SHARE CAPITAL

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Share capital

 

1,200,000,000

 

197,397,110

 

Treasury shares

 

 

207,157

 

Additional paid - in capital

 

 

134,234,500

 

Merger premium

 

 

2,894,151

 

 

 

1,200,000,000

 

334,732,918

 

 

The issued share capital consists of:

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Fully paid-in common shares

 

120,000

 

197,604,267

 

 

 

120,000

 

197,604,267

 

 

The following table shows the Company’s shareholders as of December 31 2015 and 2014. The principal shareholders of the Company do not have different or preferred voting rights with respect to the shares owned by them.

 

Shareholders

 

Number of Shares

 

% of Share Capital

 

 

 

 

 

 

 

Southtel Holdings S.A. (1)

 

56,609,313

 

28,7

 

VLG Argentina, LLC (2)

 

101,252,687

 

51,2

 

Fintech Media LLC (2)

 

28,304,317

 

14,3

 

Vistone S.A. (2)

 

3,277,197

 

1,7

 

CV B Holding S.A. (2)

 

7,883,139

 

4,0

 

Other (2)

 

70,457

 

 

Treasury Shares — Section 220, paragraph 3) of the General Business Companies Law

 

207,157

 

0,1

 

Total

 

197,604,267

 

100,0

 

 


(1) Class A Shares.

(2) Class B Shares.

 

At the Extraordinary Shareholders’ Meeting held on January 12, 2016, the shareholders of the Company decided, among other things, i) to cancel 207,157 Class B common book-entry treasury shares with a nominal value of Ps. 1 representing 0.1% of the capital stock and votes of the Company; and, consequently, to reduce the capital stock by Ps. 207,157, (ii) to ratify the amendment of Section 4 of the Bylaws approved by the shareholders at the Extraordinary Shareholders’ Meeting held on June 30, 2014, which, among other things, had amended the nominal value of shares from Ps. 1 to Ps. 10,000 and (iii) delegate on the Board of Directors the power to determine and establish the time, form and conditions of the shares representing the new capital stock to be issued, as well as the payment in cash of the fractions, if any.

 

In light of the above, on June 29, 2016, the Board of Directors completed the implementation of the payment in cash of the fractions and the change in the nominal value and, therefore, the Company’s capital stock now amounts

 

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to Ps. 197,300,000 represented by 19,730 shares, of which i) 15,785 are Class A book entry shares, with nominal value of Ps. 10,000 each and entitled to one vote per share, and ii) 3,945 are Class B book entry shares, with nominal value of Ps. 10,000 each and entitled to one vote per share. At the same meeting of the Board of Directors, new shares were issued.

 

Subsequently, at the Extraordinary Shareholders’ Meeting held on June 30, 2016, the shareholders decided to capitalize in full the following accounts, (i) the Paid-in Capital for Ps. 134,234,500, ii) the merger surplus for Ps. 2,894,151; iii) the partial capitalization of the “Optional Reserve to Maintain the Company’s Level of Capital Expenditures and its Current Solvency Level” for Ps. 865,571,349, thus increasing the capital stock from Ps. 197,300,000 to Ps. 1,200,000,000 through the issuance of 100,270 new common book-entry shares with nominal value of Ps. 10,000 and entitled to one vote per share, of which 80,221 will be Class A common book-entry shares and 20,049 will be Class B common book-entry shares.

 

On May 2, 2017 the Company received a communication sent by Grupo Clarín S.A. and Cablevisión Holding S.A. whereby the two companies informed the Company that, pursuant to the spin-off and incorporation process initiated by Grupo Clarín S.A., with effective as from May 1, 2017, Grupo Clarín S.A.’s participation in the Company was allocated to Cablevisión Holding S.A. (the “Spin-off and Incorporation”). As a result, the Company’s Board of Directors proceeded to take account of the Spin-off and Incorporation and decided the issuance of the shares, whereby Cablevisión Holding S.A. became the holder of 34,425 Class A shares and 6,782 Class B shares.

 

The following table shows the Company’s shareholders as of the date of issuance of these consolidated financial statements. The principal shareholders of the Company do not have different or preferred voting rights with respect to the shares owned by them.

 

Shareholders

 

Number of Shares

 

% of Share Capital

 

 

 

 

 

 

 

Southtel Holdings S.A. (1)

 

34,425

 

28.7

 

VLG Argentina, LLC (1) (3)

 

61,581

 

51.3

 

Fintech Media LLC (2) 

 

17,212

 

14.3

 

Vistone S.A. (2)

 

1,989

 

1.7

 

CV B Holding S.A. (2)

 

4,793

 

4.0

 

Total

 

120,000

 

100.0

 

 


(1)  Class A Shares.

(2)  Class B Shares.

(3) Cablevisión Holding S.A holds a 50% equity interest in VLG Argetina LLC.

 

NOTE 23 - RESERVES, ACCUMULATED RESULTS AND DIVIDENDS

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Balance at January 1

 

 

 

 

 

 

 

Legal Reserve and other reserves

 

5,622,195,813

 

4,597,918,607

 

3,964,699,729

 

Accumulated results

 

2,473,366,772

 

1,287,185,928

 

710,576,297

 

Total balance at the beginning of the year

 

8,095,562,585

 

5,885,104,535

 

4,675,276,026

 

Net income attributable to equity holders of the Company

 

4,045,337,263

 

2,473,366,772

 

1,287,185,928

 

Net increase in other reserves

 

305,194,768

 

173,091,278

 

316,642,581

 

Distribution of dividends

 

(1,499,000,000

)

(436,000,000

)

(394,000,000

)

Capitalization of the optional reserve

 

(865,571,349

)

 

 

Balance at December 31

 

10,081,523,267

 

8,095,562,585

 

5,885,104,535

 

 

1. Cablevisión.

 

On April 23, 2015, at the Company’s Annual General Ordinary and Extraordinary Shareholders’ Meeting, its shareholders decided to appropriate the net income for the year ended December 31, 2014, of Ps. 1,287,185,928, according to the following detail: (i) Ps. 436,000,000 to the distribution of cash dividends payable to shareholders in proportion to their shareholdings, in pesos or dollars within thirty days of the Shareholders’ Meeting, delegating on the board the time and form of payment, (ii) Ps. 851,185,928 to the Optional Reserve to maintain the Company’s

 

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level of capital expenditures and its current solvency level. As of the date of issuance of these financial statements the Company has paid Ps. 435,844,379 of its distributed dividends.

 

On April 20, 2016, at the Company’s Annual General Ordinary and Extraordinary Shareholders’ Meeting, its shareholders decided to appropriate the net income for the year ended December 31, 2015, of Ps. 2,473,366,772 according to the following detail: (i) Ps. 750,000,000 to the distribution of cash dividends payable to shareholders in proportion to their shareholdings, in pesos or dollars within thirty days of the Shareholders’ Meeting, delegating on the board the time and form of payment, (ii) Ps. 1,723,366,772 to the Voluntary Reserve to maintain the Company’s level of capital expenditures and its current solvency level. As of the date of issuance of these financial statements the Company has paid Ps. 749,791,048 of its distributed dividends.

 

On June 30, 2016, at an Extraordinary Shareholders’ Meeting, the shareholders decided, i) to distribute cash dividends for Ps. 749,000,000; ii) the capitalization of the Optional Reserve to maintain the Company’s level of capital expenditures and its current solvency level in the amount of Ps. 865,571,349 and ii) the capitalization of the accounts Additional Paid-in Capital and Merger Surplus in the amount of Ps. 134,234,500 and Ps. 2,894,151, respectively.

 

As of the date of issuance of these financial statements all dividends had been paid.

 

On March 30, 2017, at the Company’s Annual General Ordinary and Extraordinary Shareholders’ Meeting, its shareholders decided to appropriate the net income for the year ended December 31, 2016, of Ps. 4,045,337,263, according to the following detail: (i) Ps. 1,600,000,000 to the distribution of cash dividends payable to shareholders in proportion to their shareholdings, in pesos or U.S. dollars in two installments, the first of which to be paid within thirty days of the Shareholders’ Meeting and the second to be paid on December 31, 2017 or earlier date to be determined by the boar, delegating on the board the time and form of payment, (ii) Ps. 200,479,147 to the increase in the Legal Reserve, and (iii) Ps. 2,244,858,116 to the Voluntary Reserve to maintain the Company’s level of capital expenditures and its current solvency level. As of the date of issuance of these financial statements the Company has paid Ps. 800,000,000 of its distributed dividends.

 

2. Subsidiaries

 

On December 22, 2016, Adesol S.A. entered into a call option agreement (the “Call Option Agreement”) with the majority shareholder of the special purpose entities (see Note 2.4.1), whereby, Adesol has the right to exercise, until December 31, 2021, the irrevocable call option on the shares of those companies (the “Call Option”). If it exercises the Call Option, the purchase price has been preliminarily established in the amount of Ps. 127,600,002, subject to an eventual adjustment in case certain circumstances provided under the Call Option Agreement occur.

 

In addition to the execution of the Call Option Agreement, Adesol S.A. paid to the grantor an option premium under the Call Option in the amount of Ps. 44,660,000. If Adesol S.A. does not exercise the Call Option, the seller shall irrevocably retain the amount paid by Adesol S.A., and the agreement will be terminated.

 

If it exercises the Call Option, the assignment, sale and transfer of the shares in favor of Adesol S.A. shall be subject, as condition precedent, to the approval by the Communication Services Regulatory Agency of the Republic of Uruguay.

 

At December 31, 2016, the call option was not excercised by the Company.

 

During the month of February 2017, the subsidiary Ver T.V. S.A. voted dividends for Ps. 77.1 million of which Ps. 37.8 million correspond to the Company according to its pro rata participation. As of the date of these financial statements, the aforementioned dividends were paid.

 

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NOTE 24 - NON-CONTROLLING INTERESTS

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Balance at the beginning of the year

 

295,977,472

 

286,437,581

 

212,804,480

 

Participation in Company’s in earnings for the year

 

61,717,487

 

39,486,769

 

37,576,839

 

Variation due to translation differences

 

72,767,088

 

(26,522,279

)

38,710,068

 

Distribution of dividends to non-controlling interests

 

(4,408,887

)

(3,424,599

)

(2,495,408

)

Decrease in non-controlling interest

 

 

 

(158,398

)

Balance at year end

 

426,053,160

 

295,977,472

 

286,437,581

 

 

Non-controlling interests in income are detailed below:

 

Company name

 

Address

 

Country

 

Non-
controlling
interests in
capital and
votes

 

Earnings of the
year attributable
to non-
controlling
interests at
12.31.2016

 

Earnings of the
year attributable
to non-
controlling
interests at
12.31.2015

 

Earnings of the
year attributable
to non-
controlling
interests at
12.31.2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Audomar S.A.

 

Ituzaingo 1169 - Paysandú

 

Uruguay

 

100

%

4,437,088

 

2,584,321

 

3,987,012

 

Bersabel S.A.

 

Av. Italia 4070 - Montevideo

 

Uruguay

 

100

%

33,576,640

 

20,425,689

 

18,356,155

 

Dolfycor S.A.

 

Pte. Berreta 663 - Artigas

 

Uruguay

 

100

%

1,302,031

 

647,313

 

893,698

 

Reiford S.A.

 

Treinta y tres 318 - Tacuarembo

 

Uruguay

 

100

%

333,719

 

47,348

 

130,080

 

Space Energy Tech S.A.

 

Ituzaingo 946 - Rivera

 

Uruguay

 

100

%

4,611,072

 

2,978,673

 

4,185,302

 

Tracel S.A.

 

18 de Julio 587 — Paso de los Toros

 

Uruguay

 

100

%

1,811,026

 

1,376,968

 

1,769,250

 

Visión Satelital S.A.

 

Av. Italia 4070 - Montevideo

 

Uruguay

 

100

%

8,492,978

 

6,527,693

 

4,816,097

 

CV Berazategui S.A.

 

Gral. Hornos 690 — CABA

 

Argentina

 

30

%

7,152,933

 

4,898,764

 

3,424,600

 

Airevisión Internacional S.A. (1)

 

Av. Valparaíso 2938 — Córdoba

 

Argentina

 

40

%

 

 

14,645

 

 

 

 

 

 

 

 

 

61,717,487

 

39,486,769

 

37,576,839

 

 


( 1) Company dissolved dated October 20, 2015.

 

The following amounts are included in the financial statements of the Company corresponds to the non-controlling interest:

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Non-current assets

 

420,719,184

 

307,013,422

 

Current assets

 

136,365,750

 

86,332,351

 

Non-current liabilities

 

355,982

 

150,173

 

Current liabilities

 

110,565,781

 

83,510,886

 

 

 

 

 

 

 

Revenues

 

938,871,410

 

806,550,587

 

Cash and cash equivalents

 

31,199,673

 

4,853,408

 

Dividends paid

 

4,408,887

 

3,424,599

 

 

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NOTE 25 - BANK AND FINANCIAL DEBT

 

The evolution of loans and financing between January 1, 2016 and December 31, 2016 and for the same year of the preceding year is shown below:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Balance as of January 1

 

6,621,169,498

 

4,106,971,963

 

3,555,208,643

 

 

 

 

 

 

 

 

 

New loans and financing (1)

 

7,857,254,508

 

1,271,321,743

 

656,643,839

 

Interest

 

680,050,752

 

586,630,317

 

412,906,623

 

Permanence fees

 

5,448,376

 

5,518,817

 

6,116,721

 

Effects of exchange rate variation

 

1,724,669,176

 

2,075,799,997

 

1,042,356,771

 

Effect of the decrease in the financial debt that was eliminated in consolidation

 

(7,966,202

)

 

 

Payment of interests

 

(856,872,761

)

(571,074,133

)

(442,158,957

)

Payment of principal and inssuance expenses

 

(6,505,539,363

)

(869,995,614

)

(1,142,809,892

)

Measurement of financial debt at present value

 

40,330,615

 

15,996,408

 

18,708,215

 

Balance as of December 31

 

9,558,544,599

 

6,621,169,498

 

4,106,971,963

 

 


(1)   Mainly loans to pay debt with upcoming maturity and to purchase capital assets and inventories.

 

The following is a breakdown of the Company’s loans and indebtedness:

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Non-current

 

 

 

 

 

 

 

Cablevisión Notes - principal

 

7,945,000,000

 

3,321,722,710

 

1,881,220,000

 

Multicanal Notes - principal

 

 

 

686,859,074

 

Measurement of financial debt at present value

 

(80,071,908

)

(38,535,875

)

(54,973,243

)

For purchase of equipment - principal

 

714,525,657

 

583,000,011

 

305,666,100

 

 

 

8,579,453,749

 

3,866,186,846

 

2,818,771,931

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

Debt with related companies - principal (1) (2) (3) (Note 33)

 

8,400,000

 

21,031,267

 

14,087,889

 

For purchase of equipment - principal

 

791,484,224

 

386,967,757

 

165,872,111

 

Accrued interest

 

41,355,021

 

194,384,944

 

122,068,466

 

Cablevisión Notes - principal

 

 

614,039,099

 

752,488,000

 

Multicanal Notes - principal

 

 

1,047,438,000

 

 

Measurement of financial debt at present value

 

32,134,985

 

5,832,827

 

18,503,021

 

Current account overdraft

 

 

15,288,758

 

15,180,545

 

Bank loans - principal

 

105,716,620

 

470,000,000

 

200,000,000

 

 

 

979,090,850

 

2,754,982,652

 

1,288,200,032

 

 


(1)   At December 31, 2016 for a principal amount of Ps. 8,400,000 an average rate of 25.00% is applied.

(2)   At December 31, 2015 for a principal amount of Ps. 21,031,267 an average rate of 20.75% is applied.

(3)   At December 31, 2014 for a principal amount of Ps. 14,087,889 an average rate of 18.88% is applied.

 

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The breakdown of maturities of bank and financial debt is as follows:

 

At December
31, 2016

 

1 year or less

 

1-2 years

 

2-3 years

 

3-4 years

 

4 - 5 years

 

Total

 

 

 

Ps.

 

Bank loans

 

105,716,620

 

 

 

 

 

105,716,620

 

Notes - principal

 

 

 

 

 

7,945,000,000

 

7,945,000,000

 

For purchase of equipment

 

791,484,224

 

550,401,757

 

158,373,693

 

5,441,791

 

308,416

 

1,506,009,881

 

Accrued interest

 

41,355,021

 

 

 

 

 

41,355,021

 

Debt with related companies

 

8,400,000

 

 

 

 

 

8,400,000

 

Measurement of financial debt at present value

 

32,134,985

 

(35,466,500

)

(29,587,146

)

(10,722,813

)

(4,295,449

)

(47,936,923

)

 

 

979,090,850

 

514,935,257

 

128,786,547

 

(5,281,022

)

7,941,012,967

 

9,558,544,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December
31, 2015

 

1 year or less

 

1-2 years

 

2-3 years

 

3-4 years

 

4 - 5 years

 

Total

 

 

 

Ps.

 

Bank loans

 

470,000,000

 

 

 

 

 

470,000,000

 

Notes - principal

 

1,661,477,099

 

2,214,477,931

 

1,107,244,779

 

 

 

4,983,199,809

 

For purchase of equipment

 

386,967,757

 

406,550,467

 

172,740,201

 

3,709,343

 

 

969,967,768

 

Accrued interest

 

194,384,944

 

 

 

 

 

194,384,944

 

Debt with related companies

 

21,031,267

 

 

 

 

 

21,031,267

 

Measurement of financial debt at present value

 

5,832,827

 

(15,482,382

)

(23,053,493

)

 

 

(32,703,048

)

Current account overdraft

 

15,288,758

 

 

 

 

 

15,288,758

 

 

 

2,754,982,652

 

2,605,546,016

 

1,256,931,487

 

3,709,343

 

 

6,621,169,498

 

 

The most significant bank and financial debt are as follows:

 

Date of issuance

 

Borrower

 

Original
amount

 

Balance
12.31.2016

 

Balance
12.31.2015

 

Final maturity

 

Interest rate

 

 

 

 

 

In millions of U.S. dollars

 

 

 

 

 

December 2003

 

Multicanal

 

80.3

 

 

80.3

 

July 2016

 

3.5% a 4.5% (5)

 

February 2011

 

Cablevisión (1)

 

88.2

 

 

4.52

 

February 2018

 

8.75% (5)

 

February 2011

 

Cablevisión (1)

 

71.3

 

 

2.75

 

February 2018

 

9.375% (5)

 

February 2011

 

Cablevisión (1)

 

223.3

 

 

8.62

 

February 2018

 

9.625% (5)

 

February 2011

 

Cablevisión (2)

 

17.2

 

 

0.67

 

February 2018

 

9.375% (5)

 

January 2015

 

Cablevisión (3)

 

80.9

(4)

 

32.2

(4)

August 2016

 

Adjusted Badlar + 4.85%

 

February 2015

 

Cablevisión (3)

 

286.3

 

 

286.3

 

February 2018

 

9.375% (5)

 

June 2016

 

Cablevisión (6)

 

500.0

 

500.0

 

 

June 2021

 

6.50% (5)

 

 


(1)   Use of proceeds: Note refinancing.

(2)   Use of proceeds: Acquisition of non financial assets and import financing.

(3)   Destination: Prepayment of loans and financing working capital and capital investments.

(4)   Corresponds to loan in pesos converted to US exchange rate of January 31, 2015 and December 2015, respectively.

(5)   Fixed rate.

(6)   Use of funds: i) the redemption from the aggregate amount of outstanding principal refinancing under the Series V Notes, unpaid interest, plus an applicable surplus of 2%; ii) the redemption of the aggregate amount of the outstanding principal under each of the Series I, II, III and IV Notes, plus unpaid interest; iii) the prepayment in full of the Syndicated Loan and the investment in fixed assets and other capital expenditures.

 

On February 9, 2015, pursuant to the powers delegated on the Board of Directors of Cablevisión by the shareholders at the Annual General Ordinary and Extraordinary Shareholders’ Meeting of the Company held on April 28, 2014, the Board of Directors of Cablevisión approved the issuance of Class V notes for a nominal value of USD 286,377,785.96 (the “Class V Notes”), at a fixed annual nominal rate of 9.375%, payable semiannually as from August 2016, with final maturity in February 2018. Such Notes were used in the refinancing of a portion of the debt represented by the outstanding Notes, which were refinanced pursuant to the Trust Agreement executed between Cablevisión, as issuer, and Deutsche Bank Trust Company Americas as trustee, co-registrar and paying

 

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agent. As of the date of these financial statements, the Company proceeded to the full settlement of principal and interests on the notes class V.

 

On April 20, 2016, at the Annual General Ordinary and Extraordinary Shareholders’ Meeting of the Company, its shareholders approved, among other matters: i) the extension of the authorization of the Program, which had been granted at the Annual General Ordinary and Extraordinary Shareholders’ Meeting on April 28, 2014, increasing the maximum amount of the outstanding notes that may be issued under this Program from a nominal value outstanding at any time of USD 500,000,000 (or its equivalent in other currencies) to USD 1,000,000,000 (or its equivalent in other currencies). At the Shareholders’ Meeting, the shareholders renewed the delegation on the Board of Directors of the broadest powers in connection with the Program. The Board of Directors may subdelegate all or some powers interchangeably to one or more directors or managers of the Company; and ii) the extension of the authorization of the (Valores Representativos de Deuda de Corto Plazo, “VCPs”, for its Spanish acronym) program under the terms that had been originally approved. At the Shareholders’ Meeting, the shareholders renewed the delegation on the Board of Directors of the broadest powers in connection with the Program. The Board of Directors may subdelegate all or some powers interchangeably to one or more directors or managers of the Company.

 

On June 1, 2016, pursuant to its delegated powers, the Board of Directors of Cablevisión authorized the issuance of Class A Notes for a nominal value of USD 500,000,000 (the “Class A Notes”), at a fixed annual nominal interest rate of 6.50%, payable semi-annually as from June 2016, with final maturity in June 2021. Proceeds will be used for:

 

(i)            The redemption of the aggregate amount of outstanding principal under the Class V Notes for USD 286,377,785.96, unpaid interest, plus an applicable surplus of 2%;

(ii)           The redemption of the aggregate amount of the outstanding principal under each of the Series I, II, III and IV Notes for USD 12,355,552.00 plus unpaid interest;

(iii)         The payment of the aggregate principal amount under the 10-year Notes for USD 80,325,000.00 on its maturity date, July 20, 2016;

(iv)          The prepayment in full of the Syndicated Loan (as defined below);

(v)           Investment in fixed assets and other capital expenditures with the balance of the net proceeds (approximately USD 89,100,000).

 

In connection with the issue of Notes, the Company has undertaken certain covenants, including: (i) limitation on the issuance of guarantees by the Company and its subsidiaries, (ii) consolidations, mergers and sales of assets under certain conditions, (iii) limitation on indebtedness above certain approved ratios, (iv) restriction on certain payments and on transactions with shareholders and affiliates under certain conditions, (v) limitation on the issuance and sale of shares of significant subsidiaries with certain exceptions, among others, and (vi) limitation on the distribution of dividends to an amount not to exceed USD 50.0 million for fiscal 2016 and USD 15 million for subsequent years, or up to 50% of the consolidated result of each fiscal year, among others.

 

During the years covered by these consolidated financial statements, the Company has complied with the assumed commitments.

 

As described above, on June 16, 2016, the Company redeemed all outstanding principal under the Class V Notes for USD 286,377,785.96, which accrued interest at a fixed annual rate of 9.375%, with maturity on February 11, 2018, at a redemption price equal to 100% of the outstanding principal and unpaid interest plus an applicable surplus of 2%; and the aggregate amount of the outstanding principal under each of the Series I, II, III and IV Notes for USD 12,355,552.00 which accrued interest at an annual rate of 8.75%, 9.375%, 9.625% and 9.375%, respectively, with maturity on February 11, 2018, at a redemption price equal to 100% of the outstanding principal and accrued and unpaid interest without surplus, in compliance with the use of proceeds established in the pricing supplement of the “Class A Notes”.

 

On July 19, 2016, the Company repaid in full the outstanding principal under the 10-year Notes for USD 80,325,000.00, which accrued interest at a fixed annual rate of 4.50%, in compliance with the use of proceeds established in the pricing supplement of the “Class A Notes”.

 

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On January 30, 2015, the Company entered into a syndicated loan agreement with the Industrial and Commercial Bank of China (Argentina) S.A. (“ICBC”), Banco Itaú Argentina S.A. (“Itaú”), Banco de la Ciudad de Buenos Aires (“Banco Ciudad”), Banco Santander Río S.A. (“Santander”) and Banco Macro S.A. (“Macro”) for Ps. 700 million, at a variable interest rate of adjusted BADLAR + 4.85%, with final maturity in July 2016, for the purpose of making a prepayment of principal and interest owed to ICBC, Itaú and Banco Ciudad under the syndicated loan agreement executed on January 31, 2014, and in order to finance working capital and capital investments. In June 2016, this loan was prepaid in compliance with the use of proceeds established in the pricing supplement of the “Class A Notes”.

 

On January 13, 2015, the Company executed a financial loan agreement with Nuevo Banco de Santa Fe S.A. for Ps. 30 million at an annual fixed nominal interest rate of 29% with final maturity in July 2015, for the purpose of increasing its working capital to finance the development of its core business. As of December 31, 2015 this loan had been paid.

 

On July 16, 2015, the Company executed a financial loan agreement with Nuevo Banco de Santa Fe S.A. for Ps. 50 million at an annual fixed nominal interest rate of 28% with final maturity in January 2016, for the purpose of increasing its working capital to finance the development of its core business. In January 2016, this loan was fully repaid.

 

On January 18, 2016, the Company executed a financial loan agreement with Nuevo Banco de Santa Fe S.A. for Ps. 50 million at an annual fixed nominal interest rate of 34% with final maturity in April 2016, for the purpose of increasing its working capital to finance the development of its core business. In April 2016, this loan was fully repaid.

 

On April 19, 2016, the Company executed a financial loan agreement with Nuevo Banco de Santa Fe S.A. for Ps. 50 million at an annual fixed nominal interest rate of 34.25% with final maturity in July 2016, for the purpose of increasing its working capital to finance the development of its core business. In July 2016, this loan was fully repaid.

 

On July 19, 2016, the Company executed a financial loan agreement with Nuevo Banco de Santa Fe S.A. for Ps. 50 million at an annual fixed nominal interest rate of 30.50% with final maturity in October 2016, for the purpose of increasing its working capital to finance the development of its core business. In October 2016 this loan was fully repaid.

 

On October 18, 2016, the Company executed a financial loan agreement with Nuevo Banco de Santa Fe S.A. for Ps. 50 million at an annual fixed nominal interest rate of 27.50% with final maturity in January 2017, for the purpose of increasing its working capital to finance the development of its core business. In January 2017 this loan was fully repaid.

 

On January 19, 2017, the Company executed a financial loan agreement with Nuevo Banco de Santa Fe S.A. for Ps. 50 million at an annual fixed nominal interest rate of 27.50% with final maturity in April 2017, for the purpose of increasing its working capital to finance the development of its core business.

 

On September 20, 2016, Nextel executed a financial loan agreement with Banco Itaú Argentina S.A. for USD 3.5 million at an annual fixed nominal interest rate of 5% with final maturity in September 2017, for the purpose of increasing its working capital to finance the development of its core business.

 

On January 16, 2017, the Company executed a loan agreement with Banco ICBC for USD 5.2 million payable in 60 monthly installments at an annual fixed nominal interest rate of 6% with final maturity in January 2022 for the purpose of financing imports under its investment plan.

 

On February 6, 2017, the Company executed a loan agreement with Banco ITAU BBA INTERNATIONAL PLC for USD 5.3 million payable in 36 monthly installments at an annual fixed nominal interest rate of 5% with final maturity in February 2020 for the purpose of financing imports under its investment plan.

 

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NOTE 26 — ALLOWANCES

 

 

 

For doubtful
trade receivables

 

For impairment
of inventories

 

For doubtful
deferred tax assets

 

For obsolescence
of material

 

 

 

 

 

 

 

 

 

 

 

Deducted from assets

 

 

 

 

 

 

 

 

 

Balance at January 1, 2016

 

195,726,226

 

68,019

 

543,727

 

22,701,624

 

Incorporation of acquired company balances

 

90,664,576

 

 

 

 

Increases

 

(1)  375,894,434

 

409,536

 

5,964,288

 

13,833,522

 

Decreases

 

(2) (315,324,930

)

(68,019

)

(349,895

)

 

Balance at December 31, 2016

 

346,960,306

 

409,536

 

6,158,120

 

36,535,146

 

 


(1) Included under “Bad debts” in Note 8.

(2) Includes the currency translation of foreign operations.

 

 

 

For lawsuits and
contingencies

 

Accrual for Asset
retirement

 

 

 

 

 

Included in liabilities

 

 

 

 

 

 

 

 

 

Balance at at January 1, 2016

 

271,389,526

 

10,514,287

 

 

 

 

 

Incorporation of acquired company balances

 

285,803,602

 

100,557,703

 

 

 

 

 

Increases / reclasification

 

(1) 253,286,311

 

119,221,644

 

 

 

 

 

Decreases

 

(2) (83,679,932

)

(2,056,338

)

 

 

 

 

Balance at December 31, 2016

 

726,799,507

 

228,237,296

 

 

 

 

 

 


(1)   Comprised of Ps. 120,896,835 charged to “Lawsuits and Contingencies” under Note 8 and Ps. 132,389,476 of interest charged to “Other financial income and expenses, net”.

(2)   Corresponds to payments and allocations made during the year.

 

NOTE 27 - OPERATING LEASE AGREEMENTS

 

27.1. The Company as lessee

 

27.1.1. Lease agreements

 

Operating leases include the lease of business premises, warehouses, network use and machinery, the terms of which range between 1 and 18 years. All operating lease agreements for more than 5 years contain clauses that provide for market reviews every 5 years. The Company does not have the option to purchase the land leased upon expiration of lease terms.

 

27.1.2. Operating lease commitments that may not be terminated

 

The amounts shown on the table are expressed in millions of pesos:

 

 

 

12.31.2016

 

12.31.2015

 

1 year

 

430

 

218

 

Between 1 and 5 years

 

455

 

359

 

More than 5 years

 

26

 

30

 

 

 

911

 

607

 

 

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27.2. The Company as lessor

 

27.2.1. Lease agreements

 

The Company leases, to telecommunication operators, its infrastructure available in lands or terraces for the installation of equipment owned by those operators, required for rendering the services for which they have an authorization.

 

27.2.2. Operating lease commitments that may not be terminated

 

The amounts shown on the table are expressed in millions of pesos:

 

 

 

12.31.2016

 

12.31.2015

 

1 year

 

24

 

 

Between 1 and 5 years

 

46

 

 

 

 

70

 

 

 

NOTE 28 - REGULATORY FRAMEWORK

 

28.1. Legal Status of Audiovisual Communication Services

 

The Company is the holder of licenses for the exploitation of subscription television services that were originally awarded under the regime established by Law No. 22285. The COMFER was the enforcement authority established by that law. Under Law No. 22285, subscription television companies in Argentina required a non-exclusive license from the COMFER in order to operate. Other approvals were also required, including, for some services, authorization by municipal agencies.

 

The Audiovisual communication services Law (Law No. 26522, LSCA, for its Spanish acronym) was passed and enacted on October 10, 2009, subject to strong concerns over its content and enactment procedure. Even though the new Law became effective on October 19, 2009, not all of the implementing regulations provided by the law have been issued. Therefore, Law No. 22285 still applies with respect to those matters that to date have not been regulated, until all terms and procedures for the regulation of the new law are defined.

 

The law provided for the replacement of the COMFER with the Audiovisual Communication Services Law Federal Enforcement Authority (“AFSCA”, for its Spanish acronym) as a decentralized and autarchic agency under the jurisdiction of the National Executive Branch, and vests the new agency with authority to enforce the law.

 

Emergency Decree No. 267/15 (the “Emergency Decree”), issued on December 29, 2015 created the ENACOM as a decentralized and autarchic agency under the jurisdiction of the Ministry of Communications. Among other powers, ENACOM has all the same powers and competences that Law No. 26522 vested in AFSCA (See Note 28.3).

 

28.2. Telecommunication services

 

The regulatory framework of the Argentine telecommunications sector is undergoing a process of change. In December 2014, the Argentine Congress passed Law No. 27078, known as the “Digital Argentina Act”, which partially repealed National Telecommunications Law No. 19798. The new law subjects the effectiveness of Decree No. 764/00, which deregulated the telecommunications market, to the enactment of four new sets of rules that will govern the License, Interconnection, Universal Service and Radio-electric Spectrum regimes.

 

The new law maintains the single country-wide license scheme and the individual registration of the services to be rendered, but replaces the name telecommunication services with Information and Communications Technology Services (“TIC Services”, for their Spanish acronym). Notwithstanding this, the scope of the licenses originally

 

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granted to Cablevisión, its merged companies and/or subsidiaries and related companies that exploit telecommunication licenses and their respective registrations of services, remain unaltered.

 

The license is called “ Licencia Única Argentina Digital ” and allows licensees to render any telecommunication services to the public, be they fixed or mobile, wired or wireless, national or international, with or without the licensee’s own infrastructure.

 

The TIC Services registered with the SECOM under the name of Cablevisión, its merged companies and/or subsidiaries and related companies that exploit telecommunication licenses are the following: Data Transmission, Paging, Videoconference, Community Retransmission, Transport of Broadcast Signals, Value-Added, Radio-Electric Trunking, Internet Access, Public Telephony, Local Telephony and National and International Long-Distance Telephony.

 

The law created a new enforcement and oversight Authority as a decentralized agency under the jurisdiction of the Executive Branch, the Information and Communications Technology Federal Enforcement Authority (“AFTIC”, for its Spanish acronym).

 

The new law maintained the obligation to contribute 1% of telecommunication service revenues, net of taxes and charges, to be used for Universal Service investments (this obligation had been imposed by Decree No. 764/00 on all service providers as from January 1, 2001), but the Universal Service Trust Fund was placed under State control. Until August 2015, the manager of such trust fund was Banco Itaú Argentina S.A., which received the requests from Cablevisión and its merged companies and/or subsidiaries and related companies that exploit telecommunication licenses to join the Trust Agreement.

 

The Argentine Secretariat of Communications has yet to decide on the approval of the Project submitted by Cablevisión on June 21, 2011, within the framework of SECOM Resolution No. 9/2011 which created the “Infrastructure and Equipment” program, whereby telecommunication service providers were allowed to submit projects aimed at developing new infrastructure, updating existing infrastructure and/or acquiring equipment for areas without coverage or with unmet needs, in order to meet the obligation to make contributions to the Universal Service Trust Fund for the amounts accrued as from January 2001 until the entry into force of Decree No. 558/08.

 

Another innovation of Law No. 27078 was the creation of a new public service under the name “Public and Strategic Infrastructure Access and Use Service for and among Providers”. The right of access included “providers having to make available to other providers their network elements, associated facilities or services to render TIC services, even when such elements are used to render audiovisual content services.” Under this scheme, the government seeks to make private companies that were created and developed in competition share their networks with other companies that have not made any investments.

 

The foregoing applied to any provider that has its own infrastructure or networks, because the term “Associated facilities” is defined as physical infrastructures, systems, devices, associated services or other facilities or elements associated with a telecommunications network or with TIC Services that enable or support the provision of services using that network or service, or that have the potential to do so; and will include, inter alia, buildings or building entrances, building wiring, antennas, towers and other supporting constructions, ducts, masts, manholes, and cabinets (See Note 28.3).

 

As of the date of issuance of these consolidated financial statements Law No. 27078 is partially regulated.

 

28.3. Emergency Decree No. 267/15. Convergence

 

Emergency Decree No. 267/15 (the “Emergency Decree”), issued on December 29, 2015 and published in the Official Gazette on January 4, 2016, creates ENACOM as a decentralized and autarchic agency under the jurisdiction of the Ministry of Communications and vests the new agency with authority to enforce Laws Nos. 26522 and 27078, as amended and regulated. The ENACOM has all the same powers and competences as those that had been vested in AFSCA and AFTIC by Laws Nos. 26522 and 27078, respectively.

 

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Among the main amendments introduced by the Emergency Decree with respect to both laws, the most remarkable is the repeal of Section 161 of Law No. 26522, which set forth the obligation to conform to the provisions of this law with respect to ownership conditions and the number of licenses. Section 45 of Law No. 26522, which establishes the multiple license regime, has been significantly amended. As a result, the Company and its subsidiaries that are licensees and/or owners of audiovisual communication services already conform to the new regulatory framework.

 

Under the new regulatory framework, the licenses for physical link subscription television services and for radio-electric link subscription television services held by the Company and its subsidiaries that had been granted under Laws Nos. 22285 and 26522 are now called “Registrations” for the exploitation of physical link subscription television services and radio-electric link subscription television services of a Licencia Única Argentina Digital .

 

Pursuant to this amendment (Section 7 of the Emergency Decree, which amends, among others, Section 10 of Law No. 27078), all the services exploited by the Company and some of its subsidiaries and related companies are now governed by the Digital Argentina Act. The only license held by the Company that could be considered to be still subject to the LSCA is the registered title of the signal METRO, since this signal is broadcast through other services that acquire it for that purpose, and, therefore, it has a registration number issued by AFSCA that must be renewed on an annual basis.

 

As far as the Company, its controlling company and its subsidiaries are concerned, the Emergency Decree eliminates:

 

i)               The incompatibility to provide in the same location broadcast television services and subscription television services. When subscription television services are exploited through physical or radio-electric link, they will be subject to the Digital Argentina Act pursuant to Section 7 of the Emergency Decree which amends, among others, Section 10 of Law No. 27078;

ii)              The limit of 10 licenses for radio-electric link subscription television services and 24 licenses for physical link subscription television services, which are considered to be TIC services as from January 4, 2016, date on which the Emergency Decree became effective; and

iii)             The limit that provided that physical link and radio-electric link subscription television services may not reach more than 35% of all subscribers.

 

As far as Cablevisión is concerned, the Emergency Decree repeals Section 15 of Law No. 27078, which created a new public service under the name “Public and Strategic Infrastructure Access and Use Service for and among Providers”. The right of access included “providers having to make available to other providers their network elements, associated facilities or services to render TIC services, even when such elements were used to render audiovisual content services.”

 

Due to the fact that physical link and radio-electric link subscription television services are now subject to the Digital Argentina Act:

 

i)               These services no longer fall within the scope of Section 45 of the LSCA, which sets forth the new multiple license regime for Audiovisual Communication Services;

ii)              The registration of physical link subscription television services is no longer limited to a specific territorial area. The same is not the case with radio-electric link subscription television services because of the portion of the spectrum allocated to render these services;

iii)             Both registrations, for physical link subscription television services and for radio-electric link subscription television services, are no longer subject to expiration terms. However, the portions of the spectrum allocated to render radio-electric link subscription television services do have expiration terms. The duration of such services shall be the longest of the term-provided under their original title, or 10 years counted as from January 1, 2016.

 

Notwithstanding point iii) above, ENACOM Resolution No. 427/2016, provides that licensees that hold only one license to provide a certain type of service and have requested an extension of its term but have not obtained an

 

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express decision in this respect, must ratify their requests. Therefore, some of the companies in which the Company holds an equity interest have made filings to such end.

 

However, it should be noted that pursuant to Section 21 of the Emergency Decree and until the enactment of a law that shall unify the fee regime provided under Laws Nos. 26522 and 27078, the physical link and radio-electric link subscription television services exploited by the Company and/or its Subsidiaries will continue to be solely subject to the fee regime provided under Law No. 26522. They shall not be subject to a 1% contribution of their revenues or to the payment of the Control, Oversight and Verification Fee provided under Sections 22 and 49 of Law No. 27078.

 

The Company will follow the procedure established under ENACOM Resolution No. 427/16 in order to report, using the online application provided by the ENACOM to such end, the territorial location of its services, indicating the original coverage area, the supplementary territorial units and/or area extensions in which it currently renders services.

 

In addition, and pursuant to ENACOM Resolution No. 1394/16, which approves the General Rules for Physical Link Subscription Television Services and/or Radio-Electric Link Subscription Television Services, in those cases in which the Company and/or any of its subsidiaries purchased bidding forms to apply for a new license because its term had expired or to apply for an area extension, the applicants amended their filings and converted them into a request for authorization of coverage area.

 

The new General Rules also order providers of both types of services to guarantee their compliance with a programming grid in each Coverage Area. The Company states that it already complies with all the obligations derived from such Resolution.

 

Pursuant to the Emergency Decree, the providers of the Basic Telephone Service whose licenses were granted under the terms of Decree No. 62/90 and paragraphs 1 and 2 of Section 5 of Decree No. 264/98, as well as Mobile Telephone Service providers with a license granted pursuant to the list of bidding conditions approved by Resolution No. 575/93 of the then Ministry of Economy and Public Works and Services and ratified by Decree No. 1461/93, shall only be able to provide subscription broadcasting services by means of physical or radio-electric link after a term of two years counted as from January 1, 2016. That term may be extended for one more year.

 

The Emergency Decree was approved on April 6, 2016, by the National Chamber of Deputies. Therefore, it has full force and effect.

 

Finally, in order to enhance the convergence of networks and services under conditions of competition, promote the deployment of next generation networks and the penetration of broadband Internet access services across the national territory, the Executive Branch issued Decree No. 1,340/16 on December 30, 2016. Among other things, the Decree:

 

·                   Provides for the protection for fifteen years of last mile fixed NGN for broadband Internet services that may be deployed by the licensees of TIC services with respect to the rules for open access to broadband services.

·                   Orders the issuance of regulations for the following purposes:

·                   To call for a Public Bid for the allocation of new frequency bands for mobile services.

·                   To ensure the re-allocation of radio-electric spectrum frequencies with economic compensation and shared use to frequencies previously allocated to other services, and to allocate such frequencies to providers of TIC Services that request to reuse them to render mobile services or fixed wireless services with LTE or higher technologies.

·                   To allocate radio electric spectrum frequencies on demand, imposing compensation, deployment and coverage obligations on the current local or regional providers of TIC services and on the current providers of mobile communication services.

·                   Sets forth that the persons restricted under Decree No. 267/15 from rendering physical or radio-electric link subscription television services may request the corresponding registration and begin to provide those services in certain areas as from January 1 st , 2018.

 

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·                   Recognizes that the holders of satellite link subscription television services licenses that as of December 29, 2015 rendered TIC services may maintain the ownership of both services.

·                   Orders the Ministry of Communications to guarantee the interconnection principles provided under the applicable legislation in order to ensure the impartiality, non-discrimination and fair competition among providers of mobile services, restricting the possibility of delaying or hindering the technical, interconnection, operational or any other conditions that may create barriers for other providers to enter the market.

 

28.4. Matters related to the regulatory situation of the Company

 

28.4.1. Proposal to conform to the provisions of Law No. 26522

 

Pursuant to ENACOM Resolution No. 17/2016 dated February 1, 2016, the new enforcement authority recognized that all the files and/or administrative proceedings pending resolution containing requests made under the regime approved by Section 161 of Law No. 26522 and its regulations, among which is the proposal submitted by the Company and its controlling company comply with the limits relating to multiplicity of licenses set forth under Section 45 of Law No. 26522 amended by the Emergency Decree. Therefore, they shall be deemed concluded and filed. In the same administrative act, the ENACOM revoked Resolution AFSCA No. 1,121/2014, whereby the AFSCA had ordered the ex officio transfer procedure.

 

28.4.2. Fibertel license

 

The Ministry of Communications, as the highest government agency, replacing the MINPLAN with respect to this specific competence, issued Resolution No. 5/2016, which was notified on February 29, 2016, whereby it revoked SECOM Resolution No. 100/2010 for legitimacy reasons. This Resolution, which had been issued by the former Secretariat of Communications, had revoked the exclusive telecommunication service license held by Fibertel S.A., which was merged into Cablevisión S.A.

 

The ENACOM issued Resolution No. 1359/16, whereby it authorized the transfer of ownership of the Exclusive Telecommunication Service License that had been granted to Fibertel S.A., a company that was absorbed by Cablevisión S.A. in a merger with effect as from April 1, 2003.

 

28.4.3. Nextel

 

28.4.3.1 Regulatory Approval of the Acquisition of Nextel

 

On September 24, 2015, the Official Gazette published AFTIC Resolution No. 326/15, whereby that agency ordered Nextel to render without effect within a term of 30 days, the sale of a non-majority portion of its shares because it allegedly contravened effective legislation and could be sanctioned with the revocation of its license pursuant to the Communications and Information Technology Law.

 

On October 9, 2015, Grupo Clarín S.A. and Cablevisión filed the corresponding appeals against Resolution No. 326/2015, arguing that they had standing based on their acquisition of 49% of the licensee and stating that the change of control alleged by AFTIC had not occurred.

 

Nextel requested the suspension of the effects of Resolution No. 326/2015 and also filed an appeal against that administrative act.

 

On January 29, 2016, the Company and Nextel appeared before the ENACOM pursuant to Section 8 of Decree No. 267/15, which amends Section 13 of Law No. 27,078 in order to request authorization for the transfer of control, in full compliance with the new legal framework.

 

On February 22, 2016, the ENACOM issued Resolution No. 133/2016, whereby it partially admitted the appeals that had been filed against AFTIC Resolution No. 326/2015, in order to consider the Company’s request for approval of the transfer of control.

 

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On March 7, 2016, the ENACOM issued Resolution No. 280/2016, whereby it authorized the change of control of Nextel, in favor of Cablevisión S.A.

 

On April 12, 2017, the Comisión Nacional de Defensa de la Competencia (National Antitrust Commission or “CNDC”, for its Spanish acronym) notified Cablevisión of Resolution No. 293/2017 dated April 10, 2017, whereby the CNDC authorized the economic concentration operation consisting of the acquisition by Cablevisión and Televisión Dirigida of 51.4% and 48.6%, respectively of the shares of Nextel, which were owned by NII Mercosur Telecom S.L.U and NII Mercosur Móviles S.L.U.

 

28.4.3.2 Status of the frequencies allocated to Nextel

 

Through Resolution No. 325/2015, AFTIC decided, abruptly and without prior notice of its decision, to dismiss the requests for extensions of certain frequencies allocated to Nextel, revoking Nextel’s licenses over such frequencies in that same act.

 

On October 9, 2015, Grupo Clarín and the Company filed an appeal against AFTIC Resolution No. 326/2015 grounding their legitimate interest on their acquisition of 49% of the licensee.

 

Nextel first requested the suspension of the effects of Resolution No. 325/2015, and then filed an appeal against the administrative act.

 

The ENACOM issued Resolution No. 134/2016, whereby it decided to grant partially the appeal filed by Nextel against AFTIC Resolution No. 325/2015. Even though this Resolution did not entail the automatic extension of the frequencies involved, the ENACOM ordered the corresponding areas to analyze each file to verify compliance with the requirements of the effective regulatory framework to be eligible to obtain the requested extensions.

 

The ENACOM issued Resolution No. 281/16, whereby it authorized the extensions of the authorizations for the use of the frequencies that had been dismissed and revoked through Resolution No. 325/2015 for a term of 10 years counted as from the original expiration.

 

28.4.3.3 Other requests for authorization filed with the ENACOM

 

On June 22, 2016, Nextel made a filing with the ENACOM in order to request authorization for direct and indirect share transfers that would imply a direct and/or indirect change of control in favor of Nextel, pursuant to Section 13 of Law No. 27,078, with respect to the licensees of telecommunication services listed below:

 

·                   Fibercomm S.A.

·                   Trixco S.A.

·                   Callbi S.A.

·                   Infotel S.A.

·                   Skyonline de Argentina S.A.

·                   Netizen S.A.

·                   Eritown Corporation Argentina S.A.

 

Within the required term, on January 6, 2017, the ENACOM issued Resolution No. 111/2017, which under Section 1 authorizes the share transfers mentioned above.

 

The filing made on June 22, 2016 also included a request to change the allocation of a portion of the spectrum that corresponds to the licensees acquired by the Company in order to render 4G services, which was not addressed in ENACOM Resolution No. 111/2017.

 

Notwithstanding the foregoing, taking into consideration the new regulations provided under Decree No. 1,340/16 and Resolution No. 171/2017 issued by the Ministry of Communications, N extel reformulated the original request

 

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in accordance with the new effective regulations, thus initiating a new administrative file. In this last filing, the Company finally requested:

 

·                   The beginning of a Refarming process with Economic Compensation as provided under Resolution No. 171/2017;

 

·                   The authorization of the agreements executed by Nextel with the licensees acquired by the Company to operate the services registered by Nextel with the portion of the spectrum allocated to those licensees to render their respective services;

 

·                   The approval of the registration by Nextel of the Advanced Mobile Telecommunications Service; and,

 

·                   The authorization of the change that allows for:

 

·                   Changing the allocation and channeling on a primary basis of the 905-915 MHz and 950-960 MHz bands to render advanced mobile communication services at national level with primary status; and,

 

·                   Enhancing the allocation of the frequency bands and changing the channeling of the 2500 MHz band to the 2690 MHz band to render advanced mobile communication services at national level with primary status.

 

By means of Resolution ENACOM No. 1,033/2017, the ENACOM provided for the use of the frequency bands between 905 and 915 MHz and between 950 and 960 MHz for the rendering of the ADVANCED MOBILE COMMUNICATIONS SERVICE (“SCMA”) and by means of Resolution ENACOM No. 1,034/2017, the ENACOM provided for the use of the frequency band between 2500 and 2690 MHz for the provision of SCMA, in addition to the current services when their coexistence is possible.

 

On March 6, 2017, Nextel was served with R esolution ENACOM No. 1,299 /2017, which was published in the official Gazette on March 7, 2017 and approves the project for Refarming with Economic Compensation, filed by that company to provide Advanced Mobile Communication Services in the frequencies that had been subject to change in allocation pursuant to ENACOM Resolutions No. 1,033 and 1,034/2017.

 

In addition, the ENACOM decided to register Nextel as provider of Advanced Mobile Communication Services in the Registry of Services; and to authorize the use of above-mentioned frequencies.

 

In the same resolution and as part of the authorization, that agency imposed additional Coverage Obligations on Nextel.

 

It also imposes two obligations that must be fulfilled prior to initiating the rendering of Advanced Mobile Communication Services: (i) the return of the proposed radio-electric spectrum; and (ii) the creation of a guaranty issued in favor of and satisfactory to ENACOM for an amount equal to the value of the radio-electric spectrum that is subject to return.

 

The Resolution also orders that Nextel shall post a performance bond to guarantee the obligations and responsibilities undertaken by that company to be issued in favor and to the satisfaction of the ENACOM for the amount and under the terms that shall be set forth in the contract to be executed with the ENACOM. That contract shall establish, apart from the economic compensation to be paid by Nextel, the terms, conditions, goals, obligations and other matters inherent to the rendering of the Advanced Mobile Communication Services authorized by that agency wich Nextel shall be bound.

 

On April 12, 2017, NEXTEL executed with the ENACOM the above-mentioned agreement. On April 28, 2017, pursuant the Agreement executed with the ENACOM, Nextel transferred to that agency the “economic compensation” of Ps. 478,240,214, established by the ENACOM on April 26, 2017. In another agreement also executed on April 12, 2017, NEXTEL accepted and expressly consented to the authorization granted to the Chairman of the ENACOM to decide on, within a term of 2 years as from the date of the agreement, the replacement with economic compensation -to be borne by NEXTEL- of certain channels of the 2500-2690 MHz frequency

 

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bands for frequencies in other bands, as established under Article 7 of ENACOM Resolution No. 1,034/2017.

 

Also, on May 5, 2017, Nextel posted the performance bond provided under de agreement in order to guarantee: (i) compliance with the coverage obligations in the localities ordered by ENACOM; and (ii) the return of compromised radio spectrum.

 

Through Resolution No. 3,909-E/2017 published on May 24, 2017, the ENACOM decided to record the agreements described in the previous paragraph.

 

28.4.4. Programming Grid

 

AFSCA Resolution No. 296/2010, as amended and/or supplemented, provided guidelines for the organization of the programming grids that had to be followed by the owners of subscription television audiovisual services. This resolution regulated section 65, subsections a) and b) of the LSCA and supplemented the provisions of the regulations to the same section of Decree No. 1225/2010.

 

In spite of Cablevisión’s efforts to organize its programming grids in accordance with the provisions of section 65 of the LSCA, the AFSCA initiated multiple summary proceedings in connection with the cable television licenses of which Cablevisión is the lawful successor. AFSCA contended that Cablevisión had failed to comply with the regulations set forth by AFSCA Resolution No. 296/2010. Cablevisión submitted the responses set forth under section 1, Exhibit II of AFSCA Resolution No. 224/2010 in connection with such accusations. A decision has been rendered on some of the summary proceedings and, as a result, a fine was imposed on the Company, while other proceedings are pending resolution. The Company has appealed these decisions. Some of the appeals filed by Cablevisión have been decided against it and have again been appealed.

 

Insofar as the Company is concerned, as of the date of these financial statements, an injunction issued in re “CABLEVISIÓN S.A. C. ESTADO NACIONAL Y OTRO S. AMPARO” by the Federal Court of Appeals of the City of Mar del Plata, whereby that Court revoked the decision rendered in the First Instance, remains in full force and effect. The decision rendered in the First Instance had ordered the dismissal of Cablevisión’s request. The Court of Appeals ordered AFSCA to suspend — until a final decision was rendered on the matter — the application of the penalties derived from the alleged non-compliance with section 65 of LSCA and Decree No. 1225/2010. Therefore, it also suspended the application of section 6 of AFSCA Resolution No. 296/2010 on the grounds that Cablevisión’s alleged serious non-compliance was not contemplated in the Law or in the Decree. The National Government filed an appeal to have the case brought before the Supreme Court. Such appeal was dismissed. Consequently, AFSCA filed a direct appeal with the Supreme Court, which is still pending resolution.

 

In re “AFSCA c/ CABLEVISIÓN SA DTO. 1,225/10 — RES. 296/10 s/ PROCESO DE CONOCIMIENTO”, currently pending before the Federal Court of First Instance on Administrative Matters No. 9, on May 16, 2012 the Court granted an injunction that had been requested by AFSCA, ordering Cablevisión and/or the pay television audiovisual services it exploits, to conform to Section 65, paragraph 3 b), of Decree No. 1225/2010 and Sections 1, 2, 3, 4 and 5 of AFSCA Resolution No. 296/2010 until a final judgment is rendered on the merits of the case. The Company has appealed such injunction.

 

On August 6, 2012, the Company was served notice of a decision rendered by the Federal Court of First Instance on Administrative Matters No. 9 of the Autonomous City of Buenos Aires, whereby that court imposed a fine on Cablevisión of Ps. 20,000 per day for each day of delay in complying with the injunction that ordered the Company to comply with Section 65 of Decree No. 1225/2010 and AFSCA Resolution No. 296/2010. The Company filed an appeal against that decision in due time and form. However, the Court of Appeals ignored the strong grounds asserted by the Company, partially confirmed the decision rendered in the first instance, and reduced the fine to Ps. 2,000 per day for each day of delay, to be calculated as from the date the decision is deemed final. The Company filed an extraordinary appeal to have the case heard by the Supreme Court, but the appeal was rejected by the Court of Appeals. The Company filed a direct appeal before the Supreme Court, which was rejected.

 

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On October 21, 2013 the Company was served with new charges brought for alleged noncompliance with AFSCA Resolution No. 296/2010 , clearly violating the preliminary injunction mentioned above. Accordingly, the Company filed an appeal, but no decision has been rendered on the matter as of the date of these financial statements.

 

On December 23, 2013, the Company informed AFSCA of its new programming grid in digital and analogical systems, expressly maintaining the Company´s reservation of its right to continue challenging the legality and constitutionality of section 65 of Decree No. 1225/2010 and AFSCA Resolution No. 296/2010, as amended.

 

Section 7 of the Emergency Decree, which amends, among other things, Section 10 of Law No. 27078 provides that all the physical link and radio electric link subscription television services shall be governed by the Digital Argentina Act. Therefore, the Company is no longer subject to Section 65 and its implementing regulations.

 

The new General Rules approved by ENACOM Resolution No. 1,394/16 order providers of both types of services (physical and radio-electric link) to guarantee their compliance with a programming grid in each Coverage Area. The Company states that it complies with all the obligations set out under that Resolution.

 

28.5. Audiovisual Communications Law of the Republic of Uruguay

 

Law No. 19307 was published in the Official Gazette of the Republic of Uruguay on January 14, 2015. This Law governs radio, television, and other audiovisual communication services (hereinafter, the “Audiovisual Communications Law”). Section 202 of this law provides that the Executive Branch shall issue the implementing regulations for this law within a 120-day term as from the day following the publication of this law in the Official Gazette. As of the date of the financial statements, only Decree No. 45/015 has been issued, but the implementing regulations for most of the sections of this law are still pending. Such Decree provides that the concession for the use and allocation of the radio-electric spectrum for non-satellite audiovisual communication services shall be granted for a term of 15 years.

 

Section 54 of the Audiovisual Communications Law provides that an individual or legal entity cannot be allocated the full or partial ownership of more than six authorizations or licenses to render television services to subscribers throughout the national territory of Uruguay. Such limit is reduced to three if one of the authorizations or licenses includes the department of Montevideo. Section 189 of this law provides that in the cases where such limits were exceeded as of the entry into force of the Law, the owners of those audiovisual communication services shall transfer the necessary authorizations or licenses so as not to exceed the limits mentioned above within a term of 4 years as from the date of entry into force of the Audiovisual Communications Law.

 

Adesol S.A. is analyzing the possible impact on its business that could be derived from the change in the regulatory framework and the eventual legal actions it may bring to safeguard its rights and those of its shareholders. That company is also monitoring the different unconstitutionality claims filed by other companies against certain sections of the above-mentioned law to consider whether the decisions to be rendered by the Supreme Court in those proceedings may be favorable to the position of Adesol S.A. in the future. As of April 7, 2016, 28 unconstitutionality claims had been brought against the above-mentioned law. To date, the Supreme Court has issued 28 decisions, whereby it declared the unconstitutionality of Section 39 subsection 3, Section 55, Section 56 subsection 1, Section 60 point C, Section 98 subsection 2, Section 117 subsection 2, Section 143 and Section 149 subsection 2 of Law No. 19,307. It should be noted that in some of these judgments the Supreme Court dismissed the unconstitutionality claim filed by the claimant with respect to Section 54 of that Law.

 

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NOTE 29 - PROVISIONS AND OTHER CHARGES

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

Non-Current

 

Ps.

 

Accrual for asset retirement

 

228,237,296

 

10,514,287

 

9,515,603

 

Provisions for lawsuits and contingencies

 

726,799,507

 

271,389,526

 

192,071,075

 

 

 

955,036,803

 

281,903,813

 

201,586,678

 

 

Movements of the provisions and other charges

 

 

 

Accrual for
asset retirement

 

Provisions for
lawsuits and
contingencies

 

Total

 

 

 

Ps.

 

 

 

 

 

 

 

 

 

Balance at 1 January, 2014

 

8,882,952

 

157,567,793

 

166,450,745

 

Increases / reclassifications

 

632,651

 

61,777,769

 

62,410,420

 

Accrual of interest

 

 

1,793,885

 

1,793,885

 

Uses

 

 

(29,093,174

)

(29,093,174

)

Currency translation of foreign operations

 

 

24,802

 

24,802

 

Balances at December 31, 2014

 

9,515,603

 

192,071,075

 

201,586,678

 

 

 

 

 

 

 

 

 

Increases / reclassifications

 

998,684

 

42,995,499

 

43,994,183

 

Accrual of interest

 

 

64,053,251

 

64,053,251

 

Uses

 

 

(27,741,569

)

(27,741,569

)

Currency translation of foreign operations

 

 

11,270

 

11,270

 

Balances at December 31, 2015

 

10,514,287

 

271,389,526

 

281,903,813

 

 

 

 

 

 

 

 

 

Incorporation of acquired company balances

 

100,557,703

 

285,803,602

 

386,361,305

 

Increases / reclassifications

 

119,221,644

 

120,896,835

 

240,118,479

 

Accrual of interest

 

 

132,389,476

 

132,389,476

 

Uses

 

(2,056,338

)

(83,679,932

)

(85,736,270

)

Balances at December 31, 2016

 

228,237,296

 

726,799,507

 

955,036,803

 

 

29.1. Legal and administrative processes and other commitments

 

a) As from November 1, 2002 and until December 31, 2016, the COMFER, then AFSCA, today ENACOM have initiated summary administrative proceedings against the Company and Multicanal (merged into Cablevisión) for infringements of regulations relating to programming content. Accordingly, a provision has been set up in this regard.

 

b) The CNDC initiated three legal actions following complaints filed by other cable television companies under Law No. 25156 alleging an improper refusal by Dayco Holdings Ltd. (“Dayco”), a subsidiary of Fintelco S.A., to sell rights to broadcast South American qualifying football matches of the Korea/Japan 2002 World Cup. On February 14, 2003, the CNDC served the Company notice of the complaint in one of the legal actions to provide explanations.

 

The Technical Coordination Head of the Ministry of Economy and Production resolved that the proceedings related to one of the actions above should be closed. Although Dayco submitted the required responses and the Company did the same on March 10, 2003, decision by the CNDC is still pending.

 

The Company and Multicanal are a party to several administrative proceedings within the framework of the Antitrust Law, facing charges of restrictive behavior, including the territorial division of markets, price discrimination, abuse of a dominant position, refusal to deal and predatory pricing. They are also party to a proceeding filed by the Cámara de Cableoperadores Independientes (Chamber of Independent Cable Operators), objecting the transactions effected on September 26, 2006 described in Note 4.a).

 

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On July 16, 2010, the SCI notified Cablevisión and Multicanal of the content of Resolution No. 219/2010, whereby the Secretary of Domestic Trade decided to declare both companies responsible for having agreed to divide among themselves the pay television market of the City of Santa Fe. Consequently, it imposed a joint and several fine of Ps. 2.5 million to each company. On July 26, 2010, both companies appealed the resolution, presenting new arguments in connection with the application of statutes of limitation, which had already been alleged prior to the issuance of the resolution.

 

On June 4, 2012, the Federal Court of Appeals of Rosario partially confirmed SCI Resolution No. 219/2010, whereby the Secretary of Domestic Trade found that Cablevisión and Multicanal had engaged in market sharing practices in connection with the paid-television service in the City of Santa Fe and reduced the fine imposed on each of the companies involved from Ps. 2.5 million to Ps. 2 million. However, this decision is not yet final, because Cablevisión and Multicanal and the Ministry of Economy filed appeals which are still pending before that Court of Appeals. On October 21, 2014, the Argentine Supreme Court dismissed the appeals; therefore, Resolution No. 219/2010 became final. The case is currently pending with the Court of Appeals of Rosario, which shall order its referral to the SCI. The SCI, in turn, shall serve notice to the companies involved in order for them to pay the fine.

 

On March 1, 2011, the SCI served notice to Multicanal and Cablevisión of the content of Resolution No. 19/11, whereby the Secretary of Domestic Trade found that both companies had engaged in market sharing practices in connection with the paid television service in the City of Paraná, and imposed a fine of Ps. 2.5 million on each of them. The Company filed an appeal in due time and form. This appeal was dismissed by the Federal Court of Appeals of Paraná. Therefore, the Company filed an appeal with the Argentine Supreme Court. On November 4, 2011, the appeal to the Supreme Court of Argentina filed by the Company in connection with SCI Resolution No. 19/11 was partially granted by the Federal Court of Appeals of Paraná.

 

On August 30, 2012, the Argentine Supreme Court dismissed the appeal filed by the Company; therefore, Resolution No. 19/11 became final. The case is currently pending with the Court of Appeals of Paraná, which shall order its referral to the SCI. The SCI, in turn, shall serve notice to the companies involved in order for them to pay the fine.

 

The investigations carried out by the CNDC and SCI may lead to the imposition of more fines pursuant to Law No. 25156, which would be appealable. The eventual fines would be graduated based on: (i) the loss incurred by the persons affected by the allegedly prohibited activity; (ii) the benefit obtained by all the persons involved in the prohibited activity and (iii) the value of the assets involved owned by the persons indicated in item (ii) above at the time the alleged violation was committed. To date, there is not any standard criterion on the application of the above-mentioned parameters.

 

While Cablevisión believes that its conduct and that of Multicanal have always been within the bounds of the Argentina antitrust law and regulations, and that their positions in each of these proceedings are reasonably grounded, it can give no assurance that any of these cases will be resolved in its favor.

 

c) In 2003, ELP Investments filed a criminal complaint in Argentina against certain individuals related to the Hicks Muse Tate & Furst Group (“HMTF”), including some who were Directors of the Company. The criminal complaint, which was filed by a person that is not a shareholder or creditor of Cablevisión, challenged certain operations undertaken by the Company. Although the Company believes that the party filing the complaint was not entitled to do so, and that the allegations by ELP Investments were false or wrongly presented, the court handling this case ordered searches at the Company’s offices, as well as the seizure of certain of the Company’s corporate books. On June 27, 2003, the criminal court appointed an agent to gather information regarding the case at the Company’s offices for a forty five-day period. On September 16, 2003, this period was extended for forty five additional days. The Company and the Directors affected by the complaint have each denied the allegations and have offered supporting evidence and the Company appealed the court’s appointment of the agent. On October 21, 2003, Chamber IV of the Criminal Court of Appeals declared the nullity of all the decisions made and actions taken by the lower court judges. The litigation, however, continued through the filing of remedies before the Court of Cassation on Criminal Matters (the highest criminal court) and the Argentine Supreme Court. The Court of Cassation on Criminal

 

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Matters has resolved to revoke partially the decision of Chamber IV, although the majority of the court upheld the principles and grounds of Chamber IV’s decision. Notwithstanding the aforesaid, the Court of Cassation on Criminal Matters decided that certain motions relating to pending injunctions be resolved prior to any further action in the proceeding. It should be noted that after the share transfers made in 2006, the companies represented by the parties involved in the above mentioned case have ceased to be shareholders of the Company. Cablevisión has never been a party to the case. On July 3, 2009 Chamber IV of the Criminal Court held that since the court appointed agent was no longer gathering Company information, the petitions filed against such appointment were moot .

 

On May 11, 2010, the Court of First Instance on Preliminary Criminal Matters declared the criminal action extinguished pursuant to applicable statutes of limitations and therefore finally acquitted the accused from all the crimes denounced by ELP Investments. Such resolution was appealed by the intervening prosecutor, and Chamber IV of the Court of Appeals on Criminal and Correctional Matters must now render a decision on the matter. Such Chamber has suspended the proceedings dealing with the incidental demand dealing with the application of statutes of limitation to the criminal action. This suspension results from a new plea filed by the former plaintiff, ELP Investments that wishes to be a party to the incidental demand. To date, Chamber IV has not allowed former plaintiff, ELP Investments, to be a party to the incidental demand. This demand has given rise to claims by ELP Investments and to an appeal before the Court of Cassation on Criminal Matters, which is still pending.

 

d) The Government of the City of Mar del Plata enacted Ordinance No. 9,163, governing the installation of cable television networks. Such ordinance was amended and restated by Ordinance No. 15,981 dated February 26, 2004, giving cable companies until December 31, 2007 to adapt their cable networks to the new municipal requirements. The ordinance provides that in those areas where street lighting has underground wiring, cable television networks are to be placed underground. The Executive Department of the Municipality of General Pueyrredón has submitted to the Municipal Council a proposed ordinance extending the term provided until December 31, 2015. The bill is no longer valid because the Municipal Council did not discuss it during the legislative period in which it was submitted. Even though the ordinance provides for certain penalties that may be imposed, the city has not imposed such penalties to cable systems that are not in compliance with such ordinance.

 

e) Multicanal has initiated several legal actions seeking the nullity of: i) all the ordinary shareholders’ meetings held by Supercanal Holding S.A. from the year 2000 to the date hereof and ii) the sureties granted by Supercanal S.A. securing bank loans granted exclusively for the benefit of the controlling group of Supercanal Holding S.A. (Grupo Uno S.A. and its affiliates). In addition, a legal action was filed seeking the dissolution and liquidation of Supercanal Holding S.A. together with a legal action seeking the removal of all the members of the Board of Directors and the Supervisory Commission and the dissolution of Supercanal Capital N.V. Supercanal Holding S.A. On March 29, 2000 Supercanal filed for concurso preventivo (judicial restructuring proceedings) with the National Court of First Instance on Commercial Matters Court No. 20, Clerk’s office No. 40, and the proceedings began on March 27, 2001. On December 26, 2007 the court dismissed the objections filed against such proceedings, and confirmed the restructuring proposal. Such ratification was appealed by secured creditors. On October 30, 2009, the Court of Appeals revoked the confirmation of the restructuring proposal and requested the company under reorganization to provide certain explanations and clarifications on the proposal filed and to grant a guarantee to creditors that had been secured with a pledge on the shares of the original shareholders. Supercanal filed a document stating that it had complied with both requirements and providing a guarantee in the amount of Ps. 2 million for the benefit of such secured creditors. On March 3, 2011, the first instance judge again confirmed the restructuring proposal. Such judgment was again appealed by the secured creditors. On December 28, 2011, Chamber A of the Court of Appeals partially revoked the decision of the first instance judge, maintaining the confirmation of the proposal filed by Supercanal Holding S.A. but providing that the guarantee for the creditors secured with pledges on shares should be US$ 30 million.

 

On April 23, 2012, a decision was rendered on one of the claims brought by Multicanal against Supercanal ordering the nullification of the decisions made at Supercanal’s Shareholders’ Meeting held on January 25, 2000 in considering points 2, 4, 5 and 6 relating to: i) the capital reduction to Ps. 12,000; ii) the cancellation of the shares

 

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corresponding to the reduced capital; iii) the capital increase to Ps. 83,012,000; iv) the delegation to the Board of Directors of the fixing of the term for the subscription and payment of the increase and the cancellation and registration of outstanding shares; and v) the amendment of the by-laws in connection with the changes in the capital stock in a new shareholders’ meeting.

 

Such decision was appealed by both parties and the appeal is pending before the Court of Appeals.

 

On December 12, 2001, Supercanal Holding S.A. filed a claim against Multicanal for damages as a result of the enforcement of a preliminary injunction brought by Multicanal in re: “Multicanal S.A. c/Supercanal Holding S.A. s/sumario”. The injunction, which was later reversed, sought to nullify the January 25, 2000 Extraordinary Shareholders’ Meeting of Supercanal Holding S.A. At that meeting, the shareholders of Supercanal Holding S.A. reduced the capital stock of Supercanal Holding S.A. to Ps. 12,000 and subsequently increased it to Ps. 83,012,000. Supercanal Holding S.A. claims that the suspension of the effects of the January 25, 2000 shareholders’ meeting caused that company´s inability to meet its ordinary course payments when due. Multicanal responded to such claim denying any liability on the grounds that Supercanal Holding S.A.’s inability to pay its obligations when due had begun before the date of the suspension of the shareholders meeting according to documentation provided by the plaintiff itself. Furthermore, the suspension of the meeting did not prevent capitalization of Supercanal Holding S.A. through other means. Based on the records of the case, Cablevisión, as Multicanal’s continuing company considers that the claim should be rejected in its entirety, and the legal costs should be borne by the plaintiff. The case is in the discovery period. The court of First Instance has dismissed Supercanal Holding S.A.’s request that it be allowed to sue without paying court fees or costs and that decision has been confirmed by the National Court of Appeals.

 

No assurance can be provided that the Company will obtain an economic or financial gain as a result of these actions. At present, as a result of the ancillary jurisdiction of the “concurso preventivo” (“bankruptcy proceedings”) proceedings of Supercanal Holding S.A., all the claims are brought in the abovementioned Court.

 

f) The litigation brought before the Civil, Commercial, Mining and Labor Court of the City of Concarán, Province of San Luis, in early 2007 in re “Grupo Radio Noticias SRL c/ CableVisión y otros” is still pending before the Federal Court on Administrative Matters No. 2. The purpose of that claim was to challenge the share transfers mentioned in Note 1.2.a) and to request the revocation of Cablevisión’s broadcasting licenses. The Company has responded to such claim and believes it is very unlikely that it will be admitted. The claimant has abandoned the claim it had brought, and the claimant’s attorney must provide evidence of his attorney powers.

 

g) Multicanal has become aware of a legal action (the contents of which have not yet been notified to it as of the date of these financial statements) brought against it by an entity representing consumers and alleged financial victims (and by six other individuals), claiming damages suffered by noteholders — individuals who are not professional investors or consumers — derived from Multicanal’s Acuerdo Preventivo Extrajudicial (“Out-of-court Reorganization Proceeding” or “APE”). Since neither Multicanal nor the Company, as Multicanal’s continuing company, have been served notice of the claim, we cannot ascertain its outcome for the Company.

 

h) On January 22, 2010, the Company was served notice of CNDC Resolution No. 8/10 issued within the framework of File No. 0021390/2010 entitled “Investigación de Oficio de los Abonos del Televisión Paga (C1321)”. Pursuant to this Resolution, the Company and among other companies was ordered to refrain from conducting collusive practices and, particularly, from increasing the price of cable television subscriptions for a term of 60 days, counted as from the date all required notices are certified on the court record as completed. According to said Resolution, companies that have already increased the price of their subscriptions shall return to the price applicable in November 2009 and maintain such price for the abovementioned term.

 

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On February 2, 2010, by means of Resolution No. 13/10, the CNDC ordered the Company to refund to its subscribers in the March 2010 invoices the amount of any price increase made after the date of CNDC Resolution No. 8/10.

 

The company appealed both resolutions in due time and form and their effects were suspended by an injunction granted by Chamber No. 2 of the Federal Civil and Commercial Court of Appeals at the request of the Company. The National Government filed an appeal with the Supreme Court against this decision, and the appeal has been dismissed.

 

On October 4, 2011, Chamber No. 2 of the National Court of Appeals on Federal Civil and Commercial Matters granted the appeal filed against both decisions in re “Cablevisión and Other on Appeal against the Decision rendered by the National Antitrust Commission” (File 1,473/2010), declaring Resolution No. 8/10 moot and nullifying Resolution No. 13/10.

 

The National Government filed an appeal with the Supreme Court of Argentina against the decision rendered by Chamber No. 2, which was granted but was finally rejected by the Supreme Court of Argentina.

 

i) 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 estimate their monthly subscription prices. The price arising from the application of the formula was to be informed to the Office of Business Loyalty (Dirección de Lealtad Comercial) between March 8 and March 22, 2010. Cable television operators must adjust such amount semi-annually and inform the result of such adjustment to said Office.

 

Even though as of the date of these financial statements, the Company cannot assure the actual impact of the application of this formula, given the vagueness of the variables provided by the Resolution to calculate the monthly subscription prices, the Company believes that Resolution No. 50/10 is arbitrary and bluntly disregards its freedom to contract, which is part of the right to freedom of industry and trade. Therefore, the Company has filed the pertinent administrative claims and has brought the necessary legal actions requesting the suspension of the Resolution’s effects and ultimately requesting its nullification.

 

Even though the Company and/or some of its subsidiaries, like other companies in the industry, have strong constitutional arguments to support their position, it cannot be assured that the final outcome of this issue will be favorable. Therefore, the Company may be forced to modify the price of its pay television subscription, a situation that could significantly affect the revenues of its core business. This creates a general framework of uncertainty over the Company’s business that could significantly affect the recoverability of its relevant assets. Notwithstanding the foregoing, as of the date of these financial statements, in accordance with the decision rendered on August 1, 2011 in re “LA CAPITAL CABLE S.A. c/ Ministerio de Economía-Secretaría de Comercio Interior de la Nación”, the Federal Court of Appeals of the City of Mar del Plata has 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). Upon being served on the SCI and the Ministry of Economy on September 12, 2011 such decision became fully effective and may not be disregarded by the SCI. The National Government filed an appeal against the decision rendered by the Federal Court of Appeals of Mar del Plata to have the case brought before the Supreme Court. Such appeal was dismissed and so the National Government filed a direct appeal with the Supreme Court, which has also been dismissed.

 

On June 1, 2010, the SCI imposed a Ps. 5 million fine on the Company alleging that it had failed to comply with the information regime set forth by Resolution No. 50/10 and invoking the Consumer Defense Law to impose such penalty. The fine was appealed and submitted to the Federal Court of Appeals on Administrative Matters, Chamber No. 5 which decided to reduce the fine to Ps. 300,000. The Company appealed this decision by filing an extraordinary appeal with the Supreme Court of Argentina.

 

On March 10, 2011 SCI Resolution No. 36/11 was published in the Official Gazette. This resolution falls within the framework of SCI Resolution 50/10. Resolution No. 36/11 sets forth the parameters to be applied to the services rendered by Cablevisión to its subscribers from January through April 2011. These parameters are as follows: 1) the monthly basic subscription price shall be of Ps. 109 for that period; 2) the price of other services rendered by

 

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Cablevisión should remain unchanged as of the date of publication of the resolution; and 3) the promotional benefits, existing rebates and/or discounts already granted as of that same date shall be maintained. The resolution also provides that Cablevisión shall reimburse users for any amount collected above the price set for that period.

 

The Company believes that Resolution No. 36/11 is illegal and arbitrary, since it is grounded on Resolution 50/10, which is absolutely null and void. Since the application of Resolution No. 50/10 has been suspended, the application of Resolution No. 36/11, which falls within the framework of the former, is also suspended.

 

The claim filed by the Company seeking the nullification of Resolution No. 50/10 is currently pending before the Federal Administrative Court of First Instance No. 7 of the City of Buenos Aires. This claim was dismissed in view of the claim pending in the City of Mar del Plata.

 

Subsequently, the SCI issued Resolutions Nos. 65/11, 92/11, 123/11, 141/11, 10/11, 25/12, 97/12, 161/12, 29/13, 61/13, 104/13, 1/14, 43/14 and 93/14 pursuant to which the SCI extended the effectiveness of Resolution No. 36/11 up to and including September 2014, and adjusted the cable television subscription price to Ps. 152. The Company believes, however, that given the terms under which the Federal Court of the City of Mar del Plata granted the preliminary injunction, that is, ordering the SCI to suspend the application of Resolution No. 50/10 with respect to all cable television licensees represented by ATVC (among them, the Company and its subsidiaries), and also given the fact that Resolutions No. 36/11, 65/11, 92/11, 123/11, 141/11, 10/11, 25/12, 97/12, 161/12, 29/13, 61/13, 104/13, 1/14, 43/14 and 93/14 merely apply of Resolution No. 50/10, the Company continues to be protected by said preliminary injunction, and therefore, the ordinary course of its business will not be affected.

 

On April 23, 2013, the Company was served notice of a decision rendered in re “Defensor del Pueblo de Buenos Aires c/Cablevisión S.A. s/Amparo Ley 16,986 (Incidente de Medida Cautelar)” pending before Federal Court No. 2, Civil Clerk’s Office No. 4 of the City of La Plata, in connection with the price of cable television subscriptions, whereby the court imposed a cumulative fine of Ps. 100,000 per day on the Company.

 

The Company appealed the fine on the grounds that, Resolution No. 50/10 issued by Mr. Moreno, as well as its extensions and/or amendments, were suspended, as mentioned above, by an injunction with respect to the Company and its branches and subsidiaries prior to the imposition of the fine, pursuant to the collective injunction issued by the Federal Court of the City of Mar del Plata on August 1, 2011 in re “La Capital Cable y Otros c/ Estado Nacional y Otros s/ Medida Precautoria”. That injunction suspended the application of all the criteria set by the Secretariat of Domestic Trade under Mr. Guillermo Moreno.

 

The Federal Court of Appeals of the City of La Plata reduced the fine to Ps. 10,000 per day. The Company filed an appeal against that decision in due time and form. On October 16, 2013, the Court of Appeals dismissed the appeal filed by the Company. On that same date, the Company settled the fine in the amount of Ps. 1,260,000 and compliance was recorded in the file.

 

On June 11, 2013, the Company was served notice of a resolution rendered in the abovementioned case, whereby the court ordered the appointment of an expert overseer (perito interventor) specialized in economic sciences to: (i) verify whether or not the invoices corresponding to the basic cable television subscription issued by the Company to subscribers domiciled in the Province of Buenos Aires, are actually prepared at the headquarters located at Gral. Hornos 690, and/or at the Company’s branch offices, precisely detailing that process, (ii) identify the individuals responsible for that area, (iii) determine whether or not the administrative actions tending towards the effective compliance with the injunction issued on that case are underway, and (iv) identify the senior staff of the Company that must order the invoice issuance area to prepare the invoices as decided under that injunction.

 

The Company timely appealed the appointment of said expert on the same grounds stated above. This appeal is also pending before the Federal Court of Appeals of the City of La Plata.

 

For the purposes of enforcing the injunction, the court issued letters rogatory to the competent judge of the City of Buenos Aires. Upon the initiation of that proceeding, both the Federal Court on Administrative Matters and the Federal Court on Civil and Commercial Matters declined jurisdiction to enforce the injunction ordered by the Federal Judge of La Plata. The Company has appealed the decision in connection with the lack of jurisdiction in

 

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due time and form. Chamber No. 1 of the Federal Court of Appeals on Civil and Commercial Matters confirmed the appealed decision. Accordingly, the Company will file an extraordinary appeal in due time and form to have the case decided by the Supreme Court of Argentina.

 

It should be noted that, in light of the corporate reorganization, both parties requested the suspension of the procedural terms for 180 days. The judge granted such request. Therefore, the procedural terms were suspended until December 11, 2014. Given the decision rendered by the Supreme Court of Argentina in re “Municipality of Berazategui v. Cablevisión” mentioned below, the procedural periods remain suspended until the Federal Court of Mar del Plata renders a decision thereon.

 

The file initiated by the Ombudsman before the Federal Court of La Plata, was sent to Mar del Plata, as established by the decision rendered in re Municipality of Berazategui v. Cablevisión referred to below, ordering that the preliminary injunction be revoked because it contradicts the injunction ordered in the proceeding initiated by ATVC.

 

After the Federal Court of the City of Mar del Plata issued its injunction, several Municipal Offices of Consumer Information (“OMIC”, for its Spanish acronym) and several individuals filed claims requesting that the Company comply with Resolution No. 50/10 and the subsequent resolutions that extended its effectiveness. In some cases, preliminary injunctions were granted. In every case, the Company appealed such preliminary injunctions alleging that Resolution No. 50/10, as amended, and/or the subsequent resolutions that extended its effectiveness, had been suspended with  respect of the Company, its branches and subsidiaries prior to the issuance of  such preliminary injunctions.

 

On September 23, 2014, the Court rendered a decision in re “Municipalidad de Berazategui c/ Cablevisión” ordering that the cases related to these resolutions continue under the jurisdiction of the Federal Court of Mar del Plata that had issued the decision on the collective action in favor of ATVC.

 

Decisions made on the basis of these consolidated financial statements should consider the eventual impact that the above-mentioned resolutions might have on the Company and its subsidiaries, and the Company’s consolidated financial statements should be read in light of such uncertainty.

 

j) On October 28, 2010, the Company was served notice of the National Administration of Domestic Trade’s resolutions imposing two fines of Ps. 5 million each, for allegedly failing to observe the typographic character requirements under applicable regulations (Resolution No. 906/98) when informing its subscribers of the increase in the price of their cable television subscriptions. On November 12, 2010, the Company appealed those fines because it believes it has strong grounds in its favor. However, it cannot assure that the outcome will be favorable to the Company. One of the files was assigned No. 1,280 and is pending before Chamber No. 1 of the Federal Administrative Court of Appeals, and the other one was assigned No. 1278 and is pending before Chamber No. 5 of the Federal Administrative Court of Appeals.

 

k) On January 13, 2012, the SECI issued Resolution No. 2/2012 granting the Company 24 hours to resume service to those subscribers who had duly paid their subscription fee in the amount established by the National Government. Under Section 6, the Resolution provides that if the company does not comply with its obligations thereunder, penalties may be imposed as provided by Law 20680.

 

On February 10, 2012, the Company received a fine of Ps. 1 million for alleged non-compliance with such Resolution. Such fine has been appealed but no decision has been rendered on the matter yet.

 

l) On May 31, 2012, the Company was served notice of Resolution No. 16819, dated May 23, 2012 whereby the CNV ordered the initiation of summary proceedings against the Company and its directors, members of the Supervisory Committee and the Head of Market Relations for an alleged failure to comply with the duty to inform. The CNV considers that the Company failed to comply with its duty to inform because the investor community was deprived of its right to become fully aware of the grounds of a decision rendered by the Federal Court of Mendoza and the scope of the powers granted by that court to the co-administrator appointed in re “Supercanal S.A. c/ Cablevisión S.A. s/amparo”, in addition to the fact that other self-regulated authorities were allegedly not notified of the information furnished by the Company. On June 25, 2012, the Company filed a response requesting

 

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that its defenses be sustained and all charges dismissed. On February 6, 2014 Cablevisión submitted the legal brief for the purpose of discussing the evidence submitted under File No. 171/2012. Now the CNV’s Board of Directors has to render its decision. The Company and its legal advisors believe that the company has strong arguments in its favor. Nevertheless, Cablevisión cannot assure that the outcome of the said summary proceedings will be favorable to Cablevisión.

 

m) On March 16, 2012, CNV issued Resolution No. 16765 whereby it ordered the initiation of summary proceedings against the Company, its directors and members of the Supervisory Committee for an alleged failure to comply with the duty to inform. The CNV considers that the Company allegedly failed to comply with its duty to inform because the investor community was deprived of its right to become fully aware of the decision rendered by the Supreme Court of Argentina in re “Recurso de Hecho deducido por el Estado Nacional Ministerio de Economía y Producción en la causa Multicanal S.A. y otro c/ CONADECO Dto. 527-05” and others, and allegedly failed to disclose a series of issues relating to the information required by the CNV regarding the Extraordinary Meeting of Class 1 and 2 Noteholders held on April 23, 2010. On April 4, 2012, the Company filed a response requesting that its defenses be sustained and that all charges against it be dismissed. The discovery stage has been closed. The legal brief has already been submitted. The Company and its legal advisors believe that the Company has strong arguments in its favor. Nevertheless, the Company cannot assure that the outcome of the summary proceedings will be favorably.

 

n) On November 27, 2012 the National Administration of Domestic Trade served the Company with Resolution No. 308/2012, whereby it imposed a Ps. 5 million fine on that company alleging that it had failed to comply with Section No. 4 of the Consumer Defense Law (increase in the subscription price of cable tv services/wrongful information provided by Customer Service, which informed by mail that SCI Resolution No. 50/10 and the supplementing resolutions are suspended on grounds of unconstitutionality, when in fact they have been suspended by an injunction). On December 11, 2012 the Company appealed Resolution No. 308/2012. The administrative file No. S01:0312056/2011 was sent by the National Administration of Domestic Trade to the National Court of Appeals on Federal Administrative Matters. It is now pending before Chamber No. 1 in re “Cablevisión SA v. DNCI Res. 308/12 and Other” (File 140/13). A decision has not been rendered yet.

 

The Company and its legal advisors believe that the company has strong arguments in its favor. Nevertheless, the Company cannot assure that the revocation of the fine will be resolved in its favor.

 

o) On April 9, 2013, the Company was served notice of AFIP Resolution No. 45/13 dated April 3, 2013, whereby such agency decided to impose the penalties in a summary proceeding against the Company with respect to compliance with General Resolution No. 3260/12. The Company filed an appeal, which has staying effects on the execution of those penalties.

 

p) On May 30, 2013, the Company was served notice of a claim in re “TELEVISORA PRIVADA DEL OESTE S.A. c/ GRUPO CLARÍN S.A. Y OTROS s/ ORDINARIO” File No. 99078/2011, which is pending before the Federal Commercial Court No. 16 of First Instance, Clerk’s Office No. 32. The claim seeks damages resulting from certain decisions made with respect to Televisora Privada del Oeste S.A. Cablevisión and Grupo Clarín, among others, are defendants in such lawsuit. Cablevisión was served with the claim, and filed a response in due time and form. Notice of the claim is being served on the other co-defendants. According to the Company’s legal advisors, the chances of success of the claim are low because the damages claimed are clearly overstated, the actual damage invoked does not exist and the claim is procedurally inappropriate, both on a factual and on a legal basis. Pem S.A. filed a response and the proceeding is now in the discovery stage. In view of the level of conflict that has arisen among the parties and the length of time it is taking to reach a solution, the Company cannot ascertain the outcome of this claim.

 

q) On July 5, 2013, the National Administration of Domestic Trade served notice to the Company of Resolution No. 134/2013, whereby it imposed a fine of Ps. 500,000 for breach of Section 2 of Resolution No. 789/98 issued by the former Secretariat of Industry, Trade and Mining, which regulates the Business Loyalty Law No. 22802. The Company appealed that resolution on July 16, 2013. The administrative file was sent by the National Administration of Domestic Trade to the National Court of Appeals on Federal Administrative Matters. It is now pending before Chamber No. 3, in re “Cablevisión SA v. DNCI Res. 134/13 and Other” (File 36044/13). On May

 

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20, 2014, Chamber No. 3 partially granted the appeal filed by Cablevisión and reduced the fine to Ps. 300,000 and ordered that each party shall bear its own legal costs. On June 9, 2014, the Company filed an appeal with the Argentine Supreme Court. On September 18, 2014, the Company was served notice of the extraordinary appeal filed by the National Government, and on October 2, 2014 it filed a response. On October 9, 2014, the Chamber dismissed both appeals.

 

On October 8, 2010, the National Administration of Domestic Trade served notice to the Company of Resolution No. 697/2010, whereby it imposed a fine of Ps. 500,000 for breach of Section 21 of the Business Loyalty Law No. 22802. The Company appealed that resolution on October 26, 2010. The administrative file was sent by the National Administration of Domestic Trade to the National Court of Appeals on Federal Administrative Matters. It is now pending before Chamber No. 3 in re “Cablevisión SA v. DNCI Res. 697/2010 (File S01:80822/10) and Other” (File 1277/2011). On December 29, 2011, the Court of Appeals dismissed the appeal filed by the Company, and imposed court costs on the Company. On February 22, 2012, the Company filed an appeal with the Argentine Supreme Court. The appeal was dismissed by the Chamber on April 10, 2012. On April 26, 2012, the Company filed an appeal against the above-mentioned dismissal. The Supreme Court of Argentina granted the appeal and revoked the decision against which Cablevisión had filed the appeal with legal costs to be borne by the National Administration of Domestic Trade, and ordered that the case be sent back to the court of first instance for it to render a new decision based on the precedent indicated in its ruling.

 

r) As a result of a suspicious transaction report issued by the AFIP relating to transactions carried out between the controlling Company and some subsidiaries, the Financial Information Unit (“UIF” for its spanish acronym) pressed criminal charges against the Company and officers in charge during the relevant fiscal year, for alleged money laundering in connection with intercompany movements between the Company and certain subsidiaries during fiscal period 2008. The claim is now pending before Federal Court No. 9, under Dr. Luis Rodriguez.

 

During the month of March 2014, the intervening prosecutor, Dr. Miguel Angel Osorio, broadened the request for evidence.

 

The Company and its legal advisors consider that there are strong arguments in the Company’s favor, since the suspected movements were regular and had been duly recorded, and have gathered evidence that supports the lack of involvement of anyone in any such unlawful maneuvers. However, they cannot assure that the outcome of this claim will be favorable.

 

s) On August 28, 2015, Cablevisión was served notice of Resolution No. 17769 dated August 13, 2015 whereby the CNV ordered the initiation of summary proceedings against Cablevisión and its directors, members of the Supervisory Committee and the Head of Market Relations for an alleged delay in the submission of the required documentation. The CNV considers that Cablevisión failed to comply with effective regulations because it filed certain documentation outside the regulatory term set by CNV rules (as restated in 2013, as amended). Cablevisión, as well as its directors, members of the Supervisory Committee and Head of Market Relations filed a response in due time and form requesting that its defenses be sustained and all charges dismissed. The Company and its legal advisors believe that the company has strong arguments in its favor. Nevertheless, the Company cannot assure that the outcome of said summary proceedings will be favorable to the Company. On January 20, 2016, the preliminary hearing was held pursuant to Section 138 of Law No. 26831 and Article 8, Subsection b.1. of Section II, Chapter II, Title III of the Regulations (as restated in 2013).

 

t) The Company, together with its merged companies and ATVC, brought a claim requesting the Judicial Branch, through a final decision rendered in a contradictory trial, to declare: 1) that the National Government undertook the obligation to provide an alternative solution to the repeal of the regime established under Section 52 of Decree No. 1387/01 for companies that render supplementary broadcasting services and cable television services, which shall contemplate the reasons for excluding these companies from the repeal of Decree No. 1387/01 through Decree No. 746/03, and 2) that while the Government considers the situation of those companies to find such an alternative solution, it shall maintain the effectiveness of the regime established under Section 52 of Decree No. 1387/01 (cfr. fs.2/12).

 

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On October 1, 2015, Chamber II of the Court of Appeals on Federal Administrative Matters, in a single joint decision in re “AEDBA y otros c/ Estado Nacional — Decreto 746/03 — AFIP s/ Acción Declarativa”, decided that, among other things, even though ATVC was not among the claimants that had been granted an injunction in the other two related cases, mentioned above, the situation was also applicable to the sector encompassed by that association, therefore, the decision shall also apply to this association. Under those conditions, the claims brought by the claimants shall be admitted - in the joinder of the three claims - and the claimants and the companies represented by them are entitled to have a differential VAT regime applicable to the sectors involved which shall be created, enforced and regulated by the authorities duly empowered by the Constitution to such end. This regime shall guarantee the full exercise of the rights recognized under Section 14 of the National Constitution, as well as the maintenance of the exception provided under Section 2 of Decree No. 746/03 from the repeal of Section 52 of Decree No. 1387/01. On December 3, 2015, the Supreme Court of Argentina dismissed the appeal filed by the Executive Branch. Therefore, the decision rendered by the Court of Appeals became firm and final.

 

As a result of the foregoing, Cablevisión and its subsidiaries started to calculate employer’s contributions as tax credit on VAT as from September 2015. The amount calculated by the Company as of December 31, 2016 and 2015 was approximately Ps. 741.3 and Ps. 237 million, respectively.

 

u ) On September 8, 2009, Multicanal was served with CNDC Resolution No. 106/09, dated September 4, 2009, whereby the CNDC ordered an audit to articulate and harmonize the several aspects of Resolution No. 577/09 issued by the COMFER, with Resolution No. 257/07 issued by the Secretariat of Domestic Trade, whereby it had rejected the merger of the Company and Multicanal. Resolution No. 106/09 also sets forth that the notifying companies shall not be able to remove or replace physical and legal assets as, from the enactment of such resolution and until the end of the audit and/or resolution of the CNDC.

 

Notwithstanding the required filings made by the Company and its shareholders on December 7, 2007 (date on which the SCI granted authorization) to prove that they were complying with the commitment agreed with the CNDC, on September 23, 2009, the SCI issued Resolution No. 641, whereby it ordered the CNDC to verify compliance with the parties’ proposed commitment by visiting the parties’ premises, requesting reports, reviewing documents and information and carrying out hearings, among other things.

 

On December 11, 2009, the Company notified the CNDC of the completion and corresponding verification of the fulfillment of the voluntary undertakings made by the Company at the time of the enactment of SCI Resolution No. 257/07. On December 15, 2009, the Federal Court of Appeals on Civil and Commercial Matters, Chamber No. 2, issued a preliminary injunction in re “Grupo Clarín S.A. c/ Secretaría de Comercio Interior y otros s/ medidas cautelares” (case 10506/09), partially acknowledging the preliminary injunction requested by Grupo Clarín, and instructing the CNDC and the SCI to notify Grupo Clarín whenever their own verification of the Company’s fulfillment of its undertakings had been concluded, regardless of the result. Should such agencies have any observations, they should notify Grupo Clarín within a term of 10 days. On the same date, the CNDC issued Resolution No. 1011/09, whereby it deemed the Company’s voluntary undertakings unfulfilled and declared the rescission of the authorization granted under Resolution 257/07 dated December 7, 2007.

 

On December 17, 2009, the Federal Court of Appeals on Commercial-Criminal Matters Chamber A, decided to suspend the term to appeal Resolution No. 1011/09 until the main case was transferred back to the CNDC, considering it had been in such court since December 16, 2009.

 

On December 17, 2009, the CNDC notified the Company of the initiation of the motion for execution of Resolution No. 1011/09. On December 18, 2009, Chamber No. 2 of the Federal Court of Appeals on Civil and Commercial Matters, issued an injunction in re “Grupo Clarín S.A. c/ Secretaría de Comercio Interior y otros s/ medidas cautelares”, which suspended the effects of Resolution No. 1011/09 until the notice set forth in the preliminary injunction of December 15, 2009 was served. Accordingly, the CNDC served notice to the Company by means of Resolution No. 1101/09.

 

On December 30, 2009, Chamber No. 2 of the Federal Court of Appeals on Civil and Commercial Matters, issued a preliminary injunction in re “Grupo Clarín S.A. c/ Secretaría de Comercio Interior y otros s/ medidas cautelares”, partially acknowledging Grupo Clarín’s request and suspending the term for Grupo Clarín to respond to Resolution

 

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No. 1101/09 until Grupo Clarín is granted access to the administrative proceedings related to the charges brought by the CNDC in its Opinion No. 770/09 (on which Resolution No. 1011/09 was based).

 

On February 19, 2010, the Company requested the nullification of the notice, and as a default argument, submitted the response requested under Resolution No. 1101/09. On February 26, 2010, the Federal Court of Appeals on Commercial-Criminal Matters approved the recusation filed by the Company and excluded the Secretary of Domestic Trade from the proceedings.

 

On March 3, 2010, the Argentine Ministry of Economy and Public Finance issued Resolution No. 113 (subscribed by the Minister of Economy, Dr. Amado Boudou) rejecting the request for the nullification of Resolution No. 1011/09, the requests for abstention and excusation of certain officials, and all the evidence produced in connection with such request for nullification. In addition, the undertakings made under Resolution No. 257/07 were deemed unfulfilled, thus declaring the rescission of the authorization granted under such resolution. The parties involved were ordered to take all necessary actions to comply with such rescission within a term of six months, and to inform the CNDC about the progress made in that respect on a monthly basis. Such resolution was appealed in due time and form. The appeal was granted without staying the execution of judgment.

 

On April 20, 2010, Chamber No. 2 of the Federal Court of Appeals on Civil and Commercial Matters, granted the appeal filed by Grupo Clarín S.A. in re “Grupo Clarín s/ retardo de la elevación de las actuaciones” and decided that the appeal granted by the CNDC to Grupo Clarín against Resolution No. 113/10 had the effect of staying such resolution. The National Government filed an appeal asking that the court of appeals revoke its own decision with respect to the effect granted to the April 20 decision and that it decline its jurisdiction. It also filed an extraordinary appeal. Both appeals were dismissed. Chamber No. 2 requested the administrative file to analyze the case.

 

On September 17, 2015, the Court rendered a decision in favor of the Company, revoking Resolution No. 113/10 in its entirety. Both parties were notified of the decision on the above date. The National Government - Ministry of Economy filed an appeal to have the case brought before the Supreme Court, which was substantiated in February 2016.

 

On March 21, 2016, the Company was served with the decision to dismiss the appeal that had been filed by the National Government - Ministry of Economy and Public Finance. Therefore, SCI Resolution No. 257/07 and the effects of the authorization are in full force and effect to date.

 

On March 31, 2016, the National Government - Ministry of Economy and Public Finance filed a direct appeal before the Supreme Court of Argentina.

 

Subsequently, the National Government abandoned the Direct Appeal and the Supreme Court deemed it abandoned on June 7, 2016. Therefore, MECON Resolution No. 113/10 is considered to be null and void.

 

v) On April 5, 2017, a subsidiary of the Company received a notification from the Under-Secretary of State for Taxation of Treasury (“SET”) of the Republic of Paraguay, whereby that subsidiary was informed that it had failed to determine the additional IRACIS rate on the accumulated results of the companies merged in 2014. The Company´s subsidiary consider that it has solid arguments to support its position.

 

29.2. Frequency reassignment in Uruguay

 

The Executive Branch of Uruguay issued Decree No. 73/012, published in the Official Gazzette on March 16, 2012, whereby it expressly repealed Decree No, 231/11, which had revoked certain signals’ broadcast frequencies. However, the new decree ratified and repeated — virtually in identical terms — the decree that was being repealed, and added certain provisions that caused further detriment to the two affected companies with which a subsidiary of Cablevisión has contractual arrangements in place. Consequently, on March 23, 2012, the affected companies filed an appeal requesting that Decree No. 73/012 be revoked. The appeal is still pending resolution.

 

In May, 2012, the aforesaid companies brought a legal action with the Court on Administrative Litigation Matters requesting the nullification of the resolution and the suspension of its execution. This motion to suspend the

 

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execution of the challenged resolution was brought as a separate case, and progressed through the corresponding instances. The office of the Attorney General for Administrative Litigation Matters in its opinion No. 412/013 advised the Court on Administrative Litigation Matters to grant the motion to suspend the execution of the challenged resolution for formal reasons, but the Court dismissed the motion of suspension. Notwithstanding the foregoing, as of the date of these financial statements, the government authority has not yet enforced the decree.

 

On September 30, 2014, the Court on Administrative Litigation Matters rendered decisions No. 416/2014 and No. 446/2014 whereby it annulled Decrees No. 73/012 and No. 231/011, respectively, for formal reasons.

 

On March 9, 2015, Decree No. 82/015 was published in the Official Gazette, whereby the Executive Branch 1) repealed Decree No. 73/012; 2) awarded 16 stations to be held in common (the same stations) by BERSABEL S.A. and VISION SATELITAL S.A. for a term of 15 years: Two of the 16 stations are awarded on a secondary basis, which means that they may be exposed to interferences and they do not have the right to bring any claim in connection thereto; 3) ordered that use of existing stations cease within 18 months of their award to mobile service operators; 4) authorized both companies expressly to increase the number of TV signals (stations) included in their respective services making use of digitization techniques; 5) ordered both companies submit before the Communication Services Regulatory Agency (“URSEC”, for its Spanish acronym), within a fixed term of 60 calendar days as from the date of publication of the Decree, a technical plan for the migration and release of stations, which plan shall be assessed and approved by such agency (such plan was submitted on May 7, 2015); 6) provided that the Bidding Terms governing the bid for frequency bands that were owned by both companies shall include an economic compensation mechanism for both companies to cover the expenses incurred in adapting their systems to the new stations awarded to them, in the amount of USD 7,000,000.

 

Even though both companies’ request for the annulment of Decree No. 153/012 was granted for formal reasons (failure to serve prior notice) by the Court on Administrative Litigation Matters (decision 455 of June 11, 2015), it should be noted that this decision does not change prior considerations about the terms of Decree No. 82/015 with respect to both companies due to the fact that Decree No. 305/015 (which substituted Decree No. 153/012) confirmed the allocation of channels 21 through 36 (512 MHz - 608 MHz) and 38 through 41 (614 MHz - 638 MHz), of 6 MHz each, in the UHF band exclusively for rendering accessible, free, digital broadcast television services all over the country, except for channels 35 (596-602 MHz), 36 (602-608 MHz) and 38 through 41 (614-638 MHz) only in the geographic area for which BERSABEL S.A. and VISION SATELITAL S.A. had received authorization, which will be used solely for rendering television services to subscribers through the codified UHF system, as it had been previously and expressly stated in Section 5 of Decree No. 82/015 (which repealed and amended the language of Section 1 of the above-mentioned Decree No. 153/012).

 

NOTE 30 - TAXES PAYABLE

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Non-Current

 

 

 

 

 

National taxes

 

3,776,292

 

10,123,846

 

 

 

3,776,292

 

10,123,846

 

 

 

 

 

 

 

Current

 

 

 

 

 

National taxes

 

1,534,374,200

 

769,484,561

 

Provincial taxes

 

28,345,208

 

24,727,433

 

Municipal taxes

 

57,398,365

 

28,535,960

 

 

 

1,620,117,773

 

822,747,954

 

 

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NOTE 31 - OTHER PAYABLES

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Non-current

 

 

 

 

 

Revenues to accrue

 

109,397,233

 

110,990,675

 

Other

 

1,090,397

 

800

 

 

 

110,487,630

 

110,991,475

 

 

 

 

 

 

 

Current

 

 

 

 

 

Dividends payable — Related parties (Note 33)

 

1,794,126

 

1,688,242

 

Fees to directors and syndics

 

1,073,030

 

11,708,261

 

Revenues to accrue

 

237,524,327

 

145,795,434

 

Financial instruments

 

 

 

Other

 

6,122,630

 

1,262,569

 

 

 

246,514,113

 

160,454,506

 

 

NOTE 32 - ACCOUNTS PAYABLE AND OTHERS

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Current

 

 

 

 

 

Suppliers

 

1,559,529,835

 

968,586,248

 

Commercial accruals

 

1,290,124,791

 

707,428,082

 

Related parties (Note 33)

 

203,735,757

 

129,957,127

 

Social accruals

 

1,303,953,175

 

944,462,049

 

 

 

4,357,343,558

 

2,750,433,506

 

 

During the last quarter of 2007, the Company, together with its subsidiaries, began to implement a long term savings plan for certain executives (directors and managers comprising the “executive payroll”), which became effective as from January 2008. Executives who adhere to such plan will undertake to contribute regularly a portion of their salary (variable within a certain range, at the employee’s option) to a fund that will allow them to strengthen their savings capacity. Furthermore, each company where such executives render services will match the sum contributed by such executives, to which, only under certain conditions, the employees may access such funds upon retirement of the plan.

 

Additionally, the above mentioned plan provides for certain special conditions for managers who were on the “executive payroll” before January 1, 2007. Such conditions consist of supplementary contributions made by each company to the plan related to the executive’s years of service with the Company. At December 31, 2016, the total amount related to such supplementary contributions was of approximately Ps. 14.3, million and the charge to income will be deferred until the retirement of each executive.

 

During 2013, and in view of the current environment, certain changes were made to the savings system, though maintaining in its essence the operation mechanism and the main characteristics with regard to the obligations undertaken by the company.

 

Pursuant to IAS 19, the aforesaid savings plan qualifies as a Defined Contribution Plan, which means that the companies’ contributions shall be charged to net income on a monthly basis as from the date the plan becomes effective.

 

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NOTE 33 — BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

The compensation paid to the Board of Directors and Senior Management of the Company for fiscal years ended December 31, 2016, 2015 and 2014 was of Ps. 75 million, 183 million and Ps. 40 million respectively.

 

The fees paid to the Board of Directors for the year ended December 31, 2016 amounted to approximately Ps. 9.8 million, out of which as of year-end, Ps. 9.8 million have already been paid, and will be put to the consideration of the shareholders at the Shareholders’ Meeting.

 

The fees paid to the Board of Directors for the year ended December 31, 2015 amounted to approximately Ps. 137.3 million, out of which as of year-end, Ps. 137.3 million have already been paid, and will be put to the consideration of the shareholders at the Shareholders’ Meeting.

 

The fees paid to the Board of Directors for the year ended December 31, 2014 amounted to approximately Ps. 5 million, out of which as of year-end, Ps. 5 million have already been paid, and will be put to the consideration of the shareholders at the Shareholders’ Meeting.

 

Below are the outstanding balances between the Company and related parties at December 31, 2016 and 2015:

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Non-Current and Current Assets

 

 

 

 

 

Other receivables

 

 

 

 

 

Controlling companies

 

 

176,541

 

Associates

 

19,696,266

 

18,742,145

 

Other related parties

 

92,639

 

88,048

 

Trade receivables

 

 

 

 

 

Controlling companies

 

 

6,121

 

Associates

 

131,273

 

 

Other related parties

 

49,942,817

 

50,991,996

 

Investments

 

 

 

 

 

Other related parties

 

314,438,866

 

697,057,242

 

Controlling company

 

365,498,268

 

 

Non-Current and Current liabilities

 

 

 

 

 

Bank and financial debt

 

 

 

 

 

Associates

 

(8,588,329

)

(22,708,887

)

Accounts payable and others

 

 

 

 

 

Controlling companies

 

(6,343,679

)

(31

)

Associates

 

(3,326,521

)

(6,235,107

)

Other related parties

 

(194,065,557

)

(123,721,989

)

 

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The following table shows the transactions between the Company and related parties at December 31, 2016, 2015 and 2014:

 

Company

 

Concept

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

 

 

 

 

Ps.

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct and indirect shareholders of the control group

 

Technical assistance services

 

(74,400,000

)

(77,120,000

)

(40,800,000

)

 

 

Sales of services

 

1,301,941

 

754,876

 

651,211

 

 

 

Loans received

 

 

(117,882,661

)

 

 

 

Interest on debt

 

 

(1,980,648

)

 

 

 

Other placements (1)

 

357,535,000

 

 

 

 

 

Interest on other placements

 

2,327,817

 

 

 

 


(1)          As of December 31, 2016 the Company holds a credit by a loan with a shareholder for USD 23 million, due in June 2021. That credit accrues interest at an annual rate of 6.5% which may be capitalized on a semi-annual basis in June and December of each year. The first capitalization was in June 2017.

 

Company

 

Concept

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

Associates

 

Sales of services

 

7,219,633

 

8,892,123

 

6,184,132

 

 

 

Other sales

 

27,907,252

 

16,032,875

 

8,164,395

 

 

 

Loans received

 

(9,900,000

)

(18,943,376

)

(16,203,809

)

 

 

Interest on debt

 

(2,055,184

)

(2,242,601

)

(1,355,276

)

 

 

Other purchases

 

(6,809,554

)

(10,396,346

)

(3,176,375

)

 

 

Other receivables (1)

 

18,121,157

 

44,103,387

 

44,327,039

 

 

Company

 

Concept

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

Other related parties

 

Sales of advertising

 

1,534,785

 

766,187

 

170,600

 

 

 

Other sales

 

33,216,760

 

39,626,653

 

27,389,252

 

 

 

Other placements

 

 

 

67,824,176

 

 

 

Interest on other placements

 

51,058,069

 

50,043,739

 

47,043,600

 

 

 

Programming costs

 

(753,486,333

)

(522,887,428

)

(389,197,708

)

 

 

Publishing and distribution of magazines

 

(220,921,593

)

(155,086,739

)

(133,072,712

)

 

 

Consultancy services

 

(122,447,747

)

(98,488,484

)

(69,537,038

)

 

 

Purchase of advertising

 

(69,038,428

)

(51,852,883

)

(39,229,387

)

 

 

Other purchases

 

(23,552,770

)

(10,113,045

)

(5,732,141

)

 


(1) Includes the items detailed in Note 23.2.

 

During year ended December 31, 2016, there were no transactions with related parties outside the ordinary course of business, or significant changes in balances, except for those detailed in Note 23.

 

Agreements with shareholders

 

On June 28, 2008, Cablevisión and Grupo Clarín executed a supplementary agreement to the technical assistance agreement, effective as of September 26, 2006, whereby they amended the volume of the services rendered by Grupo Clarín and the mechanism used to determine that company’s annual fee.

 

On January 6, 2017, January 5, 2016 and January 5, 2015 respectively, the agreements were amended, setting Grupo Clarín’s annual fees.

 

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NOTE 34 — JOINT VENTURES — Prima AND UTE Ertach - Prima

 

The following amounts are included in the Company’s financial statements as a result of the joint participation in the UTE Ertach — Prima:

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Dividends received

 

 

 

Summarized financial information:

 

 

 

 

 

Assets

 

 

 

 

 

Non-Current Assets

 

18,786,896

 

8,173,162

 

 

 

 

 

 

 

Other current assets

 

153,380,178

 

108,081,551

 

Cash and cash equivalents

 

2,753,190

 

30,539,028

 

Current assets

 

156,133,368

 

138,620,579

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current loans

 

7,104,189

 

6,056,756

 

Other non-current liabilities

 

 

 

Non-Current Liabilities

 

7,104,189

 

6,056,756

 

 

 

 

 

 

 

Current loans

 

125,048,784

 

73,259,048

 

Other current liabilities

 

 

 

Current Liabilities

 

125,048,784

 

73,259,048

 

 

 

 

12.31.2016

 

12.31.2015

 

12.31.2014

 

 

 

Ps.

 

Income

 

105,781,736

 

107,010,817

 

85,685,384

 

Depreciation and amortization

 

(843,196

)

(346,805

)

(1,679,798

)

Interest expense

 

(203

)

(1,499

)

(1,933,716

)

Income from continuing operations

 

(24,710,646

)

7,330,010

 

(255,273

)

Total comprehensive income

 

(24,710,646

)

7,330,010

 

(255,273

)

 

During April 2005, the Board of Directors of Prima approved the formation of a joint venture with Ertach S.A. in order to prepare an offer for the public bid launched by the Provincial Direction of Information Technology and Communications, under the jurisdiction of the General Secretary of the Government of the Province of Buenos Aires.

 

The purpose of the UTE Ertach — Prima is to provide data transmission services and order channels necessary to integrate the agencies of the provincial public administration and the municipalities into a single provincial data communications network.

 

In connection with the aforesaid, in June 2005 both companies executed a joint venture agreement, whereby the parties agreed that each partner’s participation in results, expenses and revenues would be 50%.

 

On August 8, 2005, the Government of the Province of Buenos Aires issued Decree No. 1761, whereby it approved the public bidding process and awarded the above-mentioned service to the UTE Ertach — Prima for a term of four years, with the possibility of extending such term. On October 13, 2009, the Government of the Province of Buenos Aires (Bidder) issued Decree No. 2106/09, whereby it granted a 1-year extension, maintaining the effectiveness of the Agreement until December 31, 2011. The bidding terms also provide for a contractual period of up to 18 months, upon termination of the agreement, for the migration of the services, called the “uninstallation period”, during which the terms and conditions of the service shall remain in effect. In addition, the bidding terms provide that the UTE Ertach — Prima is obliged to continue rendering all services as may be required by and for the term that the Province may set until a new Awardee has concluded the “Initial Service Phase” or its equivalent under its new agreement or until the Province, deems the contractual relationship terminated with a two-month prior notice.

 

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On October 17, 2011, the Provincial Direction of Communications, under the jurisdiction of the General Secretary of the Government of the Province of Buenos Aires, informed the continuation of the service for the period between January 1, 2012 and June 30, 2012 and the extension thereof for the period between July 1, 2012 and November 30, 2013. Additionally, on December 27, 2012 the Provincial Direction of Communications, under the jurisdiction of the General Secretary of the Government of the Province of Buenos Aires, informed the extension of the Single Provincial Data Network through April 30, 2015 pursuant to Decree 1613/2012.

 

On January 22, 2015, the Company was notified in the corresponding administrative file that on January 15, 2015, the Under Secretariat of Administrative Coordination submitted the report issued by the Provincial Prosecutor’s Office to the Provincial Communications Administration, in order to continue with the proceedures to request an extension of the “Termination of the Single Provincial Data Network Services Phase” for the period ranging from May 1, 2015 to October 30, 2017 from the Government of the Province of Buenos Aires.

 

In view of the above-mentioned precedents and taking into consideration the experience of the legal advisors of the UTE in connection with public services of this size, the UTE’s Management believes that it is likely to continue to render its services until October 30, 2017 under the “Termination of Services Phase”.

 

The Province of Buenos Aires issued Decree No. 592/2016 which regulates Law No. 14,815 whereby it declared the administrative and technological emergency in the Province. Consequently and for grounded reasons, the Management of the UTE Ertach — Prima understands that the provision of the services fell within the framework of that decree and that it decided to continue providing the services rendered by the UTE Ertach — Prima under the modality provided in the public bid that gave raise to those services serving those regulations as a legal framework.

 

In addition, within the framework of the above-mentioned Decree and at the request of the Province, the UTE filed during February 2017 an economic-technical proposal for similar services to those currently provided for a term of twenty-four months as from the execution of the corresponding agreement, which to date is pending approval by the Telecommunications Administration of the Province. The approval of the administrative file for the execution of the respective agreement is also pending. The UTE’s Management believes that it will obtain the approval soon, which will allow the UTE to render services at least for a minimum period of two years with the possibility of obtaining new extensions.

 

NOTE 35 - DERIVATIVE FINANCIAL INSTRUMENTS

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

 

 

Ps.

 

Forward contracts to purchase foreign currency - fair value hedges

 

 

 

11,628,000

 

 

Total

 

 

 

11,628,000

 

 

Less non-current part

 

 

 

 

 

 

 

 

 

Forward contracts to purchase foreign currency - fair value hedges

 

 

 

 

 

Total

 

 

 

 

 

Current part

 

 

 

11,628,000

 

 

 

There are no inefficiencies derived from fair value hedges that should be recognized.

 

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NOTE 36 - FINANCIAL RISK MANAGEMENT

 

The Company and its controlled companies engage in transactions involving financial instruments registered in equity accounts, which are used to cover their needs, and which entail exposure to market, currency and interest rate risks. Management of such risks is centralized on the Company’s Executive Committee.

 

36.1. Financial risk factors

 

a) Capital risk

 

The Company manages its capital structure so as to have sufficient liquidity to continue investing in the updating of its networks, in order to increase revenues and operating cash flows, and to comply with all commitments assumed under its notes. The Company seeks to maintain an adequate level of net debt vis-à-vis its adjusted EBITDA. The net debt to EBITDA ratio, which is the quotient between net debt (loans set off by the balances of “Cash and banks” and “Current investments”, cash equivalents - See Note 2.23) and EBITDA, was 0.63, 0.61 and 0.59 as of December 31, 2016, 2015 and 2014 respectively. Pursuant to commitments undertaken by the Company, the ratio must not exceed 2.25.

 

b) Foreign exchange risk

 

The Company makes transactions in foreign currency and, therefore, it is exposed to fluctuations in the exchange rate. A portion of the Company’s financial debt is denominated in U.S. dollars, whereas its revenues are generated in the currency of the country in which it operates.

 

Therefore, the Company has executed forward foreign exchange purchases.

 

Monetary assets and liabilities denominated in foreign currency (U.S. dollar) at the end of the reporting years are as follows:

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

ASSETS

 

 

 

 

 

Other receivables

 

75,715,940

 

64,675,714

 

Trade receivables

 

713,554

 

519,714,898

 

Investments

 

2,028,930,770

 

697,057,242

 

Cash and banks

 

750,989,254

 

1,414,140,503

 

Total assets

 

2,856,349,518

 

2,695,588,357

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Bank and financial debt

 

9,536,177,835

 

6,091,496,173

 

Provisions and other charges

 

131,151

 

110,099

 

Other payables

 

1,653,069

 

61,380,751

 

Accounts payable and others

 

649,296,192

 

237,791,939

 

Total liabilities

 

10,187,258,247

 

6,390,778,962

 

 

Considering the balances as of December 31, 2016, and 2015 of financial assets and liabilities exposed to exchange rate fluctuations, Cablevisión estimates that an impact of a 20% favorable/unfavorable, fluctuation in the U.S. dollar would generate income/loss before taxes of Ps. 1,466.2 million and Ps. 739.0 million in 2016 and 2015, respectively. On the other hand, upon a 20% favorable/unfavorable fluctuation in the U.S. dollar exchange rate, the result of foreign currency derivative contracts would generate an income/loss before taxes of Ps.23.2 million and Ps. 77.3 million in 2016 and 2015, respectively.

 

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c) Fair value interest rate risk

 

Cablevisión is exposed to interest rate risk because it has borrowed money at fixed and variable interest rates. No hedge agreements have been executed to mitigate the risk of interest rate fluctuation (See interest rates on loans in Note 25).

 

At December 31, 2016, Cablevisión is not exposed to interest rate risk because it has only borrowed money at fixed interest rates.

 

The Company estimates that if interest rates had been 100 points higher and all other variables had remained constant, the additional loss before taxes would have been of Ps. 5.8 million in 2015.

 

d) Price risk

 

The Company is exposed to the risk of fluctuation in the market price of mutual funds, notes, bonds and foreign currency derivatives.

 

The Company’s sensitivity to variations in the market price of these instruments is detailed below:

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Investments valued at quoted prices at closing (1)

 

1,854,868,372

 

890,262,986

 

Other receivables valued at quoted prices at closing

 

 

11,628,000

 

Other liabilities valued at quoted prices at closing

 

 

 

 


(1)    Consists primarily of mutual funds Ps. 1,517,011,570 and Ps. 734,764,736 at December 31, 2016 and 2015 respectively and securities and bonds Ps. 337,856,802 and Ps. 155,498,250 at December 31, 2016 and 2015, respectively

 

Cablevisión estimates that the impact of a 10% favorable/unfavorable fluctuation of the quoted price of mutual funds, with all other variables remaining constant, would have generated an income/loss before taxes of Ps. 185.5 million and Ps. 89.0 million in 2016 and 2015, respectively. While income from foreign exchange agreements in case of a 20% favorable/unfavorable fluctuation in the U.S. dollar exchange rate would generate income/loss before taxes of Ps. 23.2 million and Ps. 77.3 million in 2016 and 2015 respectively.

 

e) Credit risk

 

Credit risk affects cash and cash equivalents, deposits held at banks and financial institutions, as well as credit exposure with customers, including other remaining credits and committed transactions. The Company actively monitors the creditworthiness of its treasury instruments and the counterparties related to derivatives in order to minimize credit risk. In addition, if invoices are not paid when due, several actions are initiated to provide for the collection thereof.

 

Bank deposits are held in first tier banks.

 

No significant credit risk concentration is observed concerning customers due to the atomization of the subscriber base.

 

As of December 31, 2016 and 2015, non-impaired past due trade receivables amounted to Ps. 577.5 million and Ps. 401.4 million respectively. They are predominantly credits of Cablevisión and the time lapsed since their maturity is in most cases up to 3 months. These receivables involve customers with no recent insolvency record.

 

As of the same dates, the allowances for bad debts were of Ps. 347.0 million and Ps. 195.7 million respectively. This allowance for trade receivables is sufficient to cover all past due bad debts.

 

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f) Liquidity risk

 

The liquidity risk is the risk that the Company may not be able to fulfill its financial obligations when due. Cablevisión manages liquidity risk through the management of its capital structure and, if possible, access to different capital markets. It also manages liquidity risk through a constant review of estimated cash flows to ensure that it will have enough liquidity to fulfill its obligations.

 

The table below includes a breakdown of financial liabilities by relevant maturity groups based on the liabilities’ remaining terms. Figures are expressed in millions of pesos and represent undiscounted cash flows (principal plus contractual interest).

 

The Company believes that the cash flows generated by its operations or the access to financing sources will allow it to meet its financial obligations.

 

Maturities

 

Other
liabilities

 

Financial
debt

 

Total
12.31.2016

 

Past due

 

515

 

 

515

 

With no term

 

275

 

 

275

 

First quarter 2017

 

2,891

 

357

 

3,248

 

Second quarter 2017

 

1,291

 

495

 

1,786

 

Third quarter 2017

 

 

215

 

215

 

Fourth quarter 2017

 

 

500

 

500

 

January 2018 onwards

 

5

 

10,401

 

10,406

 

 

 

4,977

 

11,968

 

16,945

 

 

Maturities

 

Other
liabilities

 

Financial
debt

 

Total
12.31.2015

 

Past due

 

586

 

 

586

 

With no term

 

178

 

 

178

 

First quarter 2016

 

1,661

 

730

 

2,391

 

Second quarter 2016

 

117

 

372

 

489

 

Third quarter 2016

 

343

 

1,043

 

1,386

 

Fourth quarter 2016

 

4

 

1,158

 

1,162

 

January 2017 onwards

 

10

 

4,246

 

4,256

 

 

 

2,899

 

7,549

 

10,448

 

 

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36.2. Financial instruments by category

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Ps.

 

Financial assets

 

 

 

 

 

Loans and receivables

 

 

 

 

 

Credits and receivables (1) (2)

 

2,386,854,470

 

1,720,475,035

 

Cash and banks

 

1,246,653,024

 

1,765,860,661

 

Investments (3)

 

1,268,654,707

 

717,346,545

 

 

 

 

 

 

 

At fair value through profit or loss

 

 

 

 

 

Current investments

 

1,854,868,372

 

890,262,986

 

Financial instruments

 

 

11,628,000

 

 

 

6,757,030,573

 

5,105,573,227

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Amortized cost

 

 

 

 

 

Loans

 

9,558,544,599

 

6,621,169,498

 

Accounts payable and other liabilities (4)

 

4,977,166,445

 

2,898,900,162

 

 

 

 

 

 

 

At fair value through profit or loss

 

 

 

 

 

Financial instruments

 

 

 

 

 

14,535,711,044

 

9,520,069,660

 

 


(1)          Net of Ps. 346,960,306 and Ps. 195,726,226 of provision for doubtful trade receivables, at December 31, 2016 and 2015, respectively.

(2)          Includes Ps. 69,862,995 and Ps. 70,004,851 of credits with related parties, at December 31, 2016 and 2015, respectively.

(3)          Includes Ps. 1,133,469,884 and Ps. 697,057,242 of investments to related parties at December 31, 2016 and 2015, respectively

(4)          Includes Ps. 203,735,757 and Ps. 203,735,757 of debt with related parties, at December 31, 2016 and 2015, respectively.

 

36.3. Financial instruments at fair value

 

The following table shows the Company’s financial assets and liabilities valued at fair value as of the end of each year:

 

 

 

12.31.2016

 

Trading prices
(Level 1)

 

Other significant
observable items
(Level 2)

 

 

 

Ps.

 

Assets

 

 

 

 

 

 

 

Current investments

 

1,854,868,372

 

1,854,868,372

 

 

Derivative financial instruments

 

 

 

 

 

 

 

12.31.2015

 

Trading prices
(Level 1)

 

Other significant
observable items
(Level 2)

 

 

 

Ps.

Assets

 

 

 

 

 

 

 

Current investments

 

890,262,986

 

890,262,986

 

 

Derivative financial instruments

 

11,628,000

 

 

11,628,000

 

 

B- 87



Table of Contents

 

Financial assets are valued using quoted prices for identical assets and liabilities (Level 1), and the prices of similar instruments obtained from the information sources available in the market (Level 2). As of December 31, 2016 and 2015, the Company did not have any asset or liability that had not been compared against observable market data to determine its fair value (Level 3).

 

36.4. Fair value of financial instruments

 

The book value of cash, accounts receivable and current liabilities is similar to their fair value, due to the short-term maturities of these instruments. Non current financial credits were generated on a date close to the end of the year ended as of December 31, 2016 and 2015 their amortized cost is similar to their fair value.

 

The fair value of non-current financial liabilities (level 2) is determined based on the future cash flows of the debt discounted at the market rate available to the Company for debt with similar terms (currency and remaining term), prevailing at the time of measurement.

 

The estimated fair value of non current financial liabilities is as follows (in thousands of pesos):

 

 

 

12.31.2016

 

12.31.2015

 

 

 

Book value

 

Fair value

 

Book value

 

Fair value

 

 

 

 

 

 

 

 

 

 

 

Bank and financial debt - non-current

 

8,579,454

 

8,773,651

 

3,866,187

 

3,804,276

 

 

NOTE 37 — AWARD UNDER THE PUBLIC BIDDING PROCESS CONDUCTED BY THE GOVERNMENT OF THE AUTONOMOUS CITY OF BUENOS AIRES

 

On June 7, 2011, the Government of the City of Buenos Aires issued Decree No. 316, whereby it approved a public bidding process to contract comprehensive digital services for educational purposes for elementary school students in the City of Buenos Aires. Such services include, but are not limited to, the delivery of one netbook per student and one notebook per teacher under a gratuitous bailment agreement, connectivity, first and second level support, content access control, and replacement in the event of theft or damage and new license, both with certain limitations. The bid was awarded to Prima for a five-year term, which will begin after certain requirements had been meet. As consideration, Prima would receive an amount per student, teacher and school. As of December 31, 2011 the initial requirements for the agreement to come into effect and for Prima to start billing thereunder had been met. The contract expired on November 28, 2016, however the parties agreed to one-year extention.

 

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Table of Contents

 

NOTE 38 — SUBSEQUENT EVENTS

 

a) Note 22 describes the main events that occurred after December 31, 2016 related to the composition of the Share capital.

 

b) Note 23 describes the main events that occurred after December 31, 2016 related to the resolution of the Ordinary and Extraordinary General shareholder’s Meeting.

 

c) Note 25 decribes the main events that took place after December 31, 2016 in connection with the subscription and the cancellation of bank loans.

 

d) Note 28 decribes the main events that took place after December 31, 2016 in connection with the Society’s regulatory situation.

 

e) Note 34 decribes the main events that took place after December 31, 2016 in connection with the joint participation.

 

NOTE 39 — APPROVAL OF FINANCIAL STATEMENTS

 

These financial statements have been approved by the Company’s Board of Directors and their issue has been authorized for September 4, 2017.

 

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Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of Cablevisión S.A.

 

We have audited the accompanying consolidated statement of financial position of Cablevisión S.A. and its subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2016.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cablevisión S.A. and its subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

We would like to emphasize the information contained in Note 29.1 i) to the consolidated financial statements, which describes the situation related to the resolution issued by the regulator to calculate the monthly fee payable by the users of cable television services, whose decision cannot be foreseen to date. Our opinion is not modified with respect to this matter.

 

/s/ Price Waterhouse & Co. S.R.L.

 

Buenos Aires, Argentina

September 4 th , 2017

 

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Table of Contents

 

ANNEX C

 

Telecom’s Unaudited Pro Forma Consolidated Financial Information

 


 


Table of Contents

 

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

 

The following unaudited pro forma consolidated financial information is presented to illustrate the Merger. For further information, see the section entitled “The Merger”. The unaudited pro forma consolidated statement of financial position as of June 30, 2017 and the unaudited pro forma consolidated statement of income for the six-month period ended June 30, 2017 are based upon, derived from, and should be read in conjunction with (i) the unaudited condensed consolidated financial statements of Telecom as of and for the six-month periods ended June 30, 2017 and 2016, which are available on Form 6-K filed with the SEC on September 11, 2017 (the “Telecom 1H 2017 Form 6-K”), and (ii) the unaudited condensed consolidated financial statements of Cablevisión as of and for the six-month periods ended June 30, 2017 and 2016, which are included as Annex A in this report on Form 6-K (the “Cablevisión 1H 2017 Financial Statements”). Additionally, the unaudited pro forma consolidated statement of income for the year ended December 31, 2016 are based upon, derived from, and should be read in conjunction with (i) the audited consolidated financial statements of Telecom as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014, which are available in the Telecom 2016 Form 20-F filed with the SEC on April 26, 2017 (the “Telecom 2016 Form 20-F”), and (ii) the audited consolidated financial statements of Cablevisión as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014, which are included as Annex B in this report on Form 6-K (the “Cablevisión 2016 Audited Financial Statements”).

 

The accompanying unaudited pro forma consolidated financial information give effect to adjustments that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the unaudited pro forma consolidated statement of income, are expected to have a continuing impact on the consolidated results. The unaudited pro forma consolidated statement of financial position assumes that the Merger was consummated on June 30, 2017 and the unaudited pro forma consolidated income statements assume that the Merger was consummated on January 1, 2016.

 

The Merger will be accounted for as a business combination using the acquisition method of accounting under the provisions of IFRS 3 “Business Combinations” (“IFRS 3”), with Cablevisión selected as the accounting acquirer under this guidance.

 

Under IFRS 3, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of Telecom’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value. Certain preliminary estimates were used which will be updated upon finalization of the purchase accounting in our historical financial statements for periods reflecting the acquisition. Management believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. Preliminary fair value estimates may change as additional information becomes available and such changes could be material, as certain valuations and other studies have yet to commence or progress to a stage where there is sufficient information for a definitive measurement.

 

The unaudited pro forma consolidated financial information has been prepared by management in accordance with the regulations of the SEC and is not necessarily indicative of the consolidated financial position or results of operations that would have been realized had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated consolidated financial position or future results of operations that the merged company will experience after the Merger. In addition, the accompanying unaudited pro forma consolidated statements of income do not include any expected cost savings or operating synergies, which may be realized subsequent to the Merger or the impact of any non-recurring activity and one-time transaction-related or integration-related items.

 

We prepared the following unaudited pro forma consolidated financial information by applying certain pro forma adjustments to Telecom and Cablevisión’s historical consolidated financial statements. We have based the pro forma adjustments on available information and certain assumptions that we believe are reasonable under the circumstances. The actual adjustments to the Telecom consolidated financial statements for future periods will depend upon a number of factors and additional information that will be available on or after the closing date of the Merger. Accordingly, the actual adjustments that will appear in the Telecom consolidated financial statements for future periods will differ from these pro forma adjustments, and those differences may be material.

 

C- 1



Table of Contents

 

Unaudited Pro Forma Consolidated Statement of Financial Position

as of June 30, 2017

(in millions of pesos)

 

 

 

Column I

 

Column II

 

 

 

Column IV

 

Column V

 

 

 

 

 

 

 

Telecom

 

Cablevisión

 

Column III

 

Elimination of

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Argentina S,A,

 

S,A,

 

Reclassifications

 

balances

 

Adjustments

 

Ref.

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,490

 

731

 

960

 

 

 

 

 

5,181

 

Investments

 

1,622

 

1,107

 

(960

)

 

 

 

 

1,769

 

Trade receivables

 

7,854

 

2,235

 

 

(15

)

 

 

 

10,074

 

Other receivables

 

1,068

 

951

 

 

 

 

 

 

2,019

 

Inventories

 

1,251

 

175

 

 

 

 

 

 

1,426

 

Total current assets

 

15,285

 

5,199

 

 

(15

)

 

 

 

20,469

 

Non-Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

15

 

 

 

 

 

 

 

15

 

Other receivables

 

417

 

287

 

 

 

 

 

 

704

 

Income taxes assets

 

809

 

83

 

 

 

(385

)

2.I.(c) 3)

 

507

 

Investments

 

3,532

 

1,233

 

244

 

 

(54

)

 

 

4,955

 

Investments in associates

 

 

244

 

(244

)

 

 

 

 

 

Goodwill

 

 

4,028

 

 

 

23,091

 

2.I.(d)

 

27,119

 

Property, plant and equipment

 

24,727

 

19,115

 

 

 

28,211

 

2.I.(c) 1)

 

72,053

 

Intangible assets

 

7,381

 

2,375

 

 

 

26,315

 

2.I.(c) 2)

 

36,071

 

Total non-current assets

 

36,881

 

27,365

 

 

 

77,178

 

 

 

141,424

 

TOTAL ASSETS

 

52,166

 

32,564

 

 

(15

)

77,178

 

 

 

161,893

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

9,963

 

4,901

 

(1,165

)

(15

)

 

 

 

13,684

 

Deferred revenues

 

1,061

 

 

194

 

 

(26

)

2.I.(c) 4)

 

1,229

 

Financial debt

 

1,604

 

941

 

 

 

(37

)

 

 

2,508

 

Salaries and social security payables

 

1,665

 

 

1,165

 

 

 

 

 

2,830

 

Income tax payables

 

1,861

 

 

1,232

 

 

 

 

 

3,093

 

Other taxes payables

 

1,327

 

1,931

 

(1,232

)

 

 

 

 

2,026

 

Dividends payables

 

19

 

 

808

 

 

 

 

 

827

 

Other liabilities

 

72

 

1,006

 

(1,002

)

 

 

 

 

76

 

Provisions

 

340

 

 

 

 

 

 

 

340

 

Total Current Liabilities

 

17,912

 

8,779

 

 

(15

)

(63

)

 

 

26,613

 

Non-Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

157

 

 

 

 

 

 

 

157

 

Deferred revenues

 

416

 

 

115

 

 

(36

)

2.I.(c) 4)

 

495

 

Financial debt

 

7,844

 

9,049

 

 

 

(45

)

 

 

16,848

 

Salaries and social security payables

 

200

 

 

 

 

 

 

 

200

 

Deferred income tax liabilities

 

242

 

347

 

 

 

18,731

 

2.I.(c) 3)

 

19,320

 

Income tax payables

 

4

 

4

 

 

 

 

 

 

8

 

Other liabilities

 

199

 

115

 

(115

)

 

 

 

 

199

 

Provisions

 

1,554

 

1,011

 

 

 

 

 

 

2,565

 

Total Non-Current Liabilities

 

10,616

 

10,526

 

 

 

18,650

 

 

 

39,792

 

TOTAL LIABILITIES

 

28,528

 

19,305

 

 

(15

)

18,587

 

 

 

66,405

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital nominal - outstanding shares

 

969

 

1,200

 

 

 

(15

)

2.I.(e)

 

2,154

 

Inflation adjustment - outstanding shares

 

2,646

 

 

 

 

 

 

 

2,646

 

Capital nominal - treasury shares

 

15

 

 

 

 

 

 

 

15

 

Inflation adjustment - treasury shares

 

42

 

 

 

 

 

 

 

42

 

Treasury shares acquisition cost

 

(461

)

 

 

 

 

 

 

(461

)

Contributed surplus

 

 

 

 

 

58,955

 

2.I.(e)

 

58,955

 

Legal reserve

 

734

 

240

 

 

 

 

 

 

974

 

Special reserve for IFRS implementation

 

351

 

43

 

 

 

 

 

 

394

 

Voluntary reserve for capital investments

 

461

 

 

 

 

 

 

 

461

 

Voluntary reserve for future dividends payments

 

13,881

 

151

 

 

 

 

 

 

14,032

 

Other comprehensive income

 

749

 

1,300

 

 

 

(749

)

2.I.(f)

 

1,300

 

Cost of equity interest increase in controlled companies

 

(3

)

 

 

 

 

 

 

(3

)

Voluntary reserve to maintain the level of investments in fixed assets and the current level of solvency

 

 

6,747

 

 

 

 

 

 

6,747

 

Retained earnings

 

3,615

 

3,139

 

 

 

 

 

 

6,754

 

Equity attributable to Parent

 

22,999

 

12,820

 

 

 

58,191

 

 

 

94,010

 

Equity attributable to non-controlling interest

 

639

 

439

 

 

 

400

 

 

 

1,478

 

TOTAL EQUITY

 

23,638

 

13,259

 

 

 

58,591

 

 

 

95,488

 

TOTAL LIABILITIES AND EQUITY

 

52,166

 

32,564

 

 

(15

)

77,178

 

 

 

161,893

 

 

C- 2



Table of Contents

 

We provide the unaudited pro forma consolidated income statements for informational purposes only. The unaudited pro forma consolidated income statements neither purport to represent what our results of operations would have been had the Merger actually occurred on the assumed dates, nor purport to project our results of operations for any future period or future date.

 

Unaudited Pro Forma Consolidated Income Statement

for the six-month period ended June 30, 2017

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

 

 

 

Column I

 

Column II

 

 

 

Column IV

 

Column V

 

 

 

 

 

 

 

Telecom

 

Cablevisión

 

Column III

 

Elimination of

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Argentina S,A,

 

S,A,

 

Reclassifications

 

transactions

 

Adjustments

 

Ref.

 

Consolidated

 

Revenues

 

30,544

 

19,233

 

 

(62

)

(13

)

2.II.(a)

 

49,702

 

Other income

 

39

 

12

 

(12

)

 

 

 

 

39

 

Total revenues and other income

 

30,583

 

19,245

 

(12

)

(62

)

(13

)

 

 

49,741

 

Employee benefit expenses and severance payments

 

(5,878

)

 

(3,230

)

 

 

 

 

(9,108

)

Interconnection costs and other telecommunication charges

 

(1,532

)

 

(356

)

62

 

 

 

 

(1,826

)

Fees for services, maintenance, materials and supplies

 

(2,959

)

 

(2,130

)

 

 

 

 

(5,089

)

Taxes and fees with the Regulatory Authority

 

(2,870

)

 

(1,129

)

 

5

 

2.II.(b)

 

(3,994

)

Commissions

 

(1,803

)

 

(511

)

 

 

 

 

(2,314

)

Cost of equipments and handsets

 

(2,769

)

 

(155

)

 

 

 

 

(2,924

)

Programming costs

 

 

 

(2,487

)

 

 

 

 

(2,487

)

Advertising

 

(479

)

 

(364

)

 

 

 

 

(843

)

Cost of Value-Added Services

 

(466

)

 

 

 

 

 

 

(466

)

Provisions

 

(259

)

 

(85

)

 

 

 

 

(344

)

Bad debt expenses

 

(675

)

 

(252

)

 

 

 

 

(927

)

Cost of sales

 

 

(8,655

)

8,655

 

 

 

 

 

 

Selling expenses

 

 

(2,741

)

2,741

 

 

 

 

 

 

Administrative expenses

 

 

(2,156

)

2,156

 

 

 

 

 

 

Other operating expenses

 

(1,549

)

 

(709

)

 

 

 

 

(2,258

)

Depreciation and amortization

 

(3,392

)

 

(1,834

)

 

(2,172

)

2.II.(d)

 

(7,398

)

Impairment of property, plant and equipment

 

(101

)

 

(15

)

 

 

 

 

(116

)

Operating income

 

5,851

 

5,693

 

283

 

 

(2,180

)

 

 

9,647

 

Equity in earnings from associates

 

 

78

 

 

 

 

 

 

78

 

Finance income

 

1,016

 

 

156

 

 

1

 

 

 

1,173

 

Finance expenses

 

(1,276

)

(894

)

(439

)

 

(2

)

 

 

(2,611

)

Income before income tax expense

 

5,591

 

4,877

 

 

 

(2,181

)

 

 

8,287

 

Income tax expense

 

(1,952

)

(1,705

)

 

 

763

 

2.II.(e)

 

(2,894

)

Net income for the period

 

3,639

 

3,172

 

 

 

(1,418

)

 

 

5,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling Company

 

3,615

 

3,139

 

 

 

(1,372

)

 

 

5,382

 

Non-controlling interest

 

24

 

33

 

 

 

(46

)

 

 

11

 

 

 

3,639

 

3,172

 

 

 

(1,418

)

 

 

5,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares outstanding

 

969,159,605

 

120,000

 

 

 

 

 

 

 

 

 

2,153,688,011

 

Earnings per share (Basic and Diluted)

 

3.73

 

26,158.33

 

 

 

 

 

 

 

 

 

2.50

 

 

C- 3



Table of Contents

 

Unaudited Pro Forma Consolidated Income Statement

for the year ended December 31, 2016

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

 

 

 

Column I

 

Column II

 

 

 

Column IV

 

Column V

 

 

 

 

 

 

 

Telecom

 

Cablevisión

 

Column III

 

Elimination of

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Argentina S,A,

 

S,A,

 

Reclassifications

 

transactions

 

Adjustments

 

Ref.

 

Consolidated

 

Revenues

 

53,240

 

30,571

 

 

(139

)

(25

)

2.II.(a)

 

83,647

 

Other income

 

83

 

 

 

 

 

 

 

83

 

Total revenues and other income

 

53,323

 

30,571

 

 

(139

)

(25

)

 

 

83,730

 

Employee benefit expenses and severance payments

 

(9,800

)

 

(5,389

)

 

 

 

 

(15,189

)

Interconnection costs and other telecommunication charges

 

(2,553

)

 

(698

)

139

 

 

 

 

(3,112

)

Fees for services, maintenance, materials and supplies

 

(5,006

)

 

(3,648

)

 

 

 

 

(8,654

)

Taxes and fees with the Regulatory Authority

 

(5,125

)

 

(1,660

)

 

10

 

2.II.(b)

 

(6,775

)

Commissions

 

(3,849

)

 

(861

)

 

 

 

 

(4,710

)

Cost of equipments and handsets

 

(6,188

)

 

(446

)

 

(155

)

2.II.(c)

 

(6,789

)

Programming costs

 

 

 

(3,932

)

 

 

 

 

(3,932

)

Advertising

 

(874

)

 

(621

)

 

 

 

 

(1,495

)

Cost of Value-Added Services

 

(1,499

)

 

 

 

 

 

 

(1,499

)

Provisions

 

(187

)

 

(121

)

 

 

 

 

(308

)

Bad debt expenses

 

(1,228

)

 

(376

)

 

 

 

 

(1,604

)

Cost of sales

 

 

(14,190

)

14,190

 

 

 

 

 

 

Selling expenses

 

 

(4,398

)

4,398

 

 

 

 

 

 

Administrative expenses

 

 

(3,641

)

3,641

 

 

 

 

 

 

Other operating expenses

 

(2,590

)

(11

)

(1,328

)

 

 

 

 

(3,929

)

Depreciation and amortization

 

(6,198

)

 

(2,588

)

 

(4,343

)

2.II.(d)

 

(13,129

)

Impairment of property, plant and equipment

 

(383

)

 

(22

)

 

 

 

 

(405

)

Operating income

 

7,843

 

8,331

 

539

 

 

(4,513

)

 

 

12,200

 

Result for acquisition of companies

 

 

114

 

 

 

 

 

 

114

 

Equity in earnings from associates

 

 

131

 

 

 

 

 

 

131

 

Finance income

 

1,006

 

222

 

565

 

 

38

 

 

 

1,831

 

Finance expenses

 

(3,250

)

(2,596

)

(1,104

)

 

(5

)

 

 

(6,955

)

Income before income tax expense

 

5,599

 

6,202

 

 

 

(4,480

)

 

 

7,321

 

Income tax expense

 

(1,594

)

(2,095

)

 

 

1,568

 

2.II.(e)

 

(2,121

)

Net income for the year

 

4,005

 

4,107

 

 

 

(2,912

)

 

 

5,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling Company

 

3,975

 

4,045

 

 

 

(2,819

)

 

 

5,201

 

Non-controlling interest

 

30

 

62

 

 

 

(93

)

 

 

(1

)

 

 

4,005

 

4,107

 

 

 

(2,912

)

 

 

5,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares outstanding

 

969,159,605

 

120,000

 

 

 

 

 

 

 

 

 

2,153,688,011

 

Earnings per share (Basic and Diluted)

 

4.10

 

33,708.33

 

 

 

 

 

 

 

 

 

2.41

 

 

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1.          Accounting for the Merger

 

The unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting under the provisions of IFRS 3 and is based on the historical financial information of Telecom and Cablevisión. Acquisition accounting is dependent upon certain valuations and other studies that have yet to be completed. Accordingly, the purchase price allocation included herein is preliminary and has been presented solely for the purpose of providing pro forma financial information and will be revised as additional information becomes available and as additional analyses are performed. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of judgment in determining the appropriate assumptions and estimates. Differences between preliminary estimates in the unaudited pro forma consolidated financial information and the final acquisition accounting will occur and could have a material impact on the accompanying pro forma consolidated financial information and the merged company’s future consolidated financial statements.

 

The Merger of Telecom and Cablevisión will be accounted for as a business combination using the acquisition method of accounting under the provisions of IFRS 3, with Cablevisión selected as the accounting acquirer under this guidance. The factors that were considered in determining that Cablevisión should be treated as the accounting acquirer in the Merger were (i) the relative voting rights in the surviving entity (55% for the current shareholders of Cablevisión and 45% for the current shareholders of Telecom), (ii) the composition of the board of directors in the surviving entity and other committees (audit, supervisory and executive) (iii) the relative fair value assigned to Cablevisión and Telecom and (iv) the composition of senior management of the surviving entity.

 

2.          Reclassifications / Eliminations of balances and transactions / Pro forma adjustments

 

I.            Unaudited pro forma consolidated statement of financial position as of June 30, 2017

 

Column I shows the historical consolidated financial data of Telecom derived from the unaudited condensed consolidated financial statements of Telecom as of and for the six-month periods ended June 30, 2017 and 2016, which are available in the Telecom 1H 2017 Form 6-K.

 

Column II shows the historical consolidated financial data of Cablevisión derived from the unaudited condensed consolidated financial statements of Cablevisión as of and for the six-month periods ended June 30,2017 and 2016, which are included as Annex A in this report on Form 6-K.

 

Column III shows certain reclassifications made to the historical statements of financial position in order to conform to presentation standards to be used after the Merger, consisting of the following: 1) short-term investments with original maturity not exceeding three months have been reclassified from Current

 

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Table of Contents

 

Investments to Cash and cash equivalents; 2) investments in associates have been reclassified from Non-Current Investments in associates to Non-Current Investments; 3) salaries and other short-term benefits payable have been reclassified from Current Trade payables to Current Salaries and social security payables; 4) income tax payables have been reclassified from Current Other taxes payables to Current Income tax payables; and 5) deferred revenues have been reclassified from Current and Non-Current Other liabilities to Current and Non-Current Deferred revenues, respectively.

 

Column IV provides for the elimination of certain reciprocal balances held between Telecom and Cablevisión as of June 30, 2017, mainly arising from the telecommunication interconnection operations.

 

Column V shows the pro forma adjustments derived from accounting for the Merger under the following assumptions:

 

(a)          The Merger has been accounted for as a reverse acquisition under IFRS 3. Under this accounting method, Telecom (the surviving entity) has been considered the accounting acquiree and Cablevisión (the legally absorbed entity) has been considered the accounting acquirer.

 

(b)          Consideration paid for the business combination amounted to US$ 4,912 million (equivalent to Ps. 81,190 million). Consideration paid has been determined on the basis of the quoted market price of Telecom’s ADS at June 30, 2017 (the approval date of the preliminary merger agreement), as this is considered a more reliable measure of consideration effectively transferred to effect the business combination. The closing market price of Telecom’s ADS in the New York Stock Exchange at June 30, 2017 amounted to US$ 25.34 per ADS. A US$ 1 increase/decrease in the market price of Telecom’s ADS would represent an increase/decrease of US$ 193.8 million in the consideration paid.

 

(c)           Consideration paid has been allocated to identifiable assets and liabilities of Telecom (the accounting acquiree) based on their estimated fair value. The purchase price has been allocated mainly to:

 

1)              Ps. 28,211 million to Property, plant and equipment based on the market comparative method for real estate properties and vehicles, and the estimated replacement cost, as adjusted to reflect physical deterioration for telecommunications-specific fixed assets. The purchase price has been allocated mainly to Land and Building (Ps. 9,796 million), Transmission equipment (Ps. 3,282 million) and Mobile network access and External wiring (Ps. 7,287 million).

 

2)              Ps. 26,315 million to Intangible assets as follows: mobile licenses (Ps. 11,676 million) based on the market comparative method, customer relationships (Ps. 6,966 million) based on the discounted cash flows method, trademarks (Ps. 7,715 million) based on comparative royalties over gross sales and miscellaneous (Ps. -42 million).

 

3)              Ps. 19,116 million to Deferred income tax liabilities (of which Ps. 385 million have been offset by Deferred income tax assets corresponding to the companies to be merged) as a result of applying the enacted tax law as of the end of the reporting period using the statutory income tax rate in force in Argentina (35%) to temporary differences arising from the pro forma adjustments.

 

4)              Ps. 26 million and Ps. 36 million to Current and Non-Current Deferred revenues on connection fees and capacity rental, respectively, based on the estimated fair value of the obligation assumed.

 

(d)          Goodwill has been recognised for the excess of consideration paid (Ps. 81,190 million) over the fair value of net identifiable assets attributable to Telecom, net of the related tax effect, amounting to Ps. 58,099 million. Under Argentine Law, goodwill is not deductible for income tax purposes.

 

(e)           The amount recognised as issued equity instruments after the Merger results from the sum of (i) the fair value of the equity instruments issued to effect the business combination after deducting the carrying values immediately before the business combination corresponding to reserves and retained earnings of Telecom to be carried forward after the Merger, as approved by the shareholders of both Companies and (ii) the accounting acquirer’s issued equity immediately before the business combination. However, the equity structure shown reflects the accounting acquiree’s equity structure, including the equity instruments issued by the accounting acquiree to effect the Merger.

 

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(f)            The retained earnings and other equity balances recognised after the Merger result from the sum of their carrying values corresponding to Telecom and Cablevisión immediately before the business combination, except for the elimination of Other comprehensive income of Telecom, as approved by the shareholders of both Companies.

 

II.       Unaudited pro forma consolidated income statements for the six-month period ended June 30, 2017 and for the year ended December 31, 2016

 

Column I shows the historical unaudited consolidated financial data of Telecom for the six-month period ended June 30, 2017 and the historical audited consolidated financial data of Telecom for the year ended December 31, 2016 derived from Telecom 1H 2017 Form 6-K and Telecom 2016 Form 20-F, respectively.

 

Column II shows the historical unaudited consolidated financial data of Cablevisión for the six-month period ended June 30, 2017 and the historical audited consolidated financial data of Cablevisión for the year ended December 31, 2016 derived from Cablevisión 1H 2017 Financial Statements and Cablevisión 2016 Audited Financial Statements, respectively.

 

Column III shows certain reclassifications made to the historical income statements in order to conform to presentation standards to be used after the Merger. Mainly, the Cost of sales and Selling and Administrative expenses have been reclassified to each of operating expenses by nature and the Taxes on deposits to and withdrawals from bank accounts have been reclassified from Taxes and fees with the Regulatory Authority to Finances expenses.

 

Column IV provides for the elimination of certain reciprocal transactions between Telecom and Cablevisión for the six-month period ended June 30, 2017 and for the year ended December 31, 2016 mainly related to telecommunication interconnection transactions.

 

Column V shows the pro forma adjustments, which comprise mainly the following:

 

(a)          Lower revenues from the decrease in recognition of deferred revenues on connections fees as consequence of the purchase price allocation.

 

(b)          Lower tax charges and regulatory fees derived from the elimination of billings between Telecom and Cablevisión following the Merger.

 

(c)           Higher cost of sales of handsets in the year ended December 31, 2016 resulting from the increase in value of inventories at the beginning of the year as a consequence of the purchase price allocation.

 

(d)          Higher depreciation charges resulting from the increase in value of Telecom’s fixed assets as a consequence of the purchase price allocation, and higher amortization charges resulting from the increase in value of Telecom’s intangible assets as a consequence of the purchase price allocation. Useful lives of Telecom’s fixed assets are the same as those disclosed in the audited consolidated financial statements of Telecom as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014, which are available in Telecom 2016 Form 20-F. Useful lives of intangible assets recorded as a result of the purchase price allocation are mainly as follows: indefinite lives for trademarks and some licenses, other licenses between 13 and 15 years, and customer relationships between 5 and 11 years.

 

(e)           The related income tax effects on the adjustments described in a) to d) above based on the enacted tax law as of the end of the reporting period.

 

The unaudited pro forma earnings per share data is computed by dividing the unaudited pro forma consolidated net income for the period/year attributable to the controlling shareholder by the number of Telecom’s outstanding shares after the Merger, including 1,184,528,406 ordinary shares to be issued by Telecom to effect the Merger.

 

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Table of Contents

 

SIGNATURES

 

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

 

 

 

Nortel Invesora S.A.

 

 

 

 

Date: September 11, 2017

By:

/s/ María Blanco Salgado

 

 

Name: María Blanco Salgado

 

 

Title:   Officer in Charge of Market Relations