[6-K] Telecom Argentina S.A. Current Report (Foreign Issuer)
Telecom Argentina published unaudited condensed consolidated financial statements as of June 30, 2025. For the six months the company reported revenues of $3,357,004 million (up from $2,324,104) and Adjusted EBITDA of $1,007,153 million. CAPEX for the period was $481,189 million and fixed and intangible assets totaled $12,758,881 million.
The company completed the acquisition of TMA on February 24, 2025 for US$1,245 million (current currency $1,452,434 million), recognizing identifiable net assets of $1,305,544 million at acquisition date. Despite scale gains, Telecom posted a six-month net loss of $75,554 million, reflecting financial results from borrowings of $221,129 million and other items. Total borrowings increased to $4,416,400 million. The acquisition is subject to ongoing regulatory review by CNDC and ENACOM and a provisional restriction on integration; proceedings remain pending. The company reports compliance with loan covenants.
Telecom Argentina ha pubblicato i bilanci consolidati condensati non revisionati al 30 giugno 2025. Nei sei mesi la società ha registrato ricavi per $3,357,004 milioni (da $2,324,104) e un Adjusted EBITDA di $1,007,153 milioni. Il CAPEX nel periodo è stato di $481,189 milioni e le immobilizzazioni materiali e immateriali sono ammontate a $12,758,881 milioni.
La società ha completato l'acquisizione di TMA il 24 febbraio 2025 per US$1,245 milioni (valore corrente $1,452,434 milioni), rilevando attività nette identificabili per $1,305,544 milioni alla data di acquisizione. Nonostante i benefici di scala, Telecom ha riportato una perdita netta semestrale di $75,554 milioni, riflettendo oneri finanziari da indebitamento per $221,129 milioni e altri elementi. L'indebitamento totale è salito a $4,416,400 milioni. L'acquisizione è soggetta a una revisione regolatoria in corso da parte di CNDC ed ENACOM e a una restrizione provvisoria sull'integrazione; le procedure sono ancora pendenti. La società dichiara di rispettare i covenant dei prestiti.
Telecom Argentina publicó estados financieros consolidados condensados no auditados al 30 de junio de 2025. En los seis meses la empresa informó ingresos por $3,357,004 millones (desde $2,324,104) y un Adjusted EBITDA de $1,007,153 millones. El CAPEX del periodo fue de $481,189 millones y los activos fijos e intangibles sumaron $12,758,881 millones.
La compañía completó la adquisición de TMA el 24 de febrero de 2025 por US$1,245 millones (moneda corriente $1,452,434 millones), reconociendo activos netos identificables por $1,305,544 millones en la fecha de adquisición. A pesar de las ganancias de escala, Telecom registró una pérdida neta semestral de $75,554 millones, que refleja resultados financieros por endeudamiento de $221,129 millones y otros ítems. El endeudamiento total aumentó a $4,416,400 millones. La adquisición está sujeta a revisión regulatoria por parte de la CNDC y ENACOM y a una restricción provisional sobre la integración; los procedimientos siguen pendientes. La compañía informa cumplimiento de los covenants de los préstamos.
Telecom Argentina는 2025년 6월 30일 기준의 감사되지 않은 축약 연결재무제표를 공시했습니다. 상반기 동안 회사는 매출 $3,357,004백만(기존 $2,324,104)과 조정 EBITDA $1,007,153백만을 보고했습니다. 해당 기간의 CAPEX는 $481,189백만이었고, 유형 및 무형자산은 총 $12,758,881백만에 달합니다.
회사는 2025년 2월 24일 TMA를 미화 1,245백만 달러(현 환산액 $1,452,434백만)에 인수했으며, 취득일에 식별 가능한 순자산을 $1,305,544백만으로 인식했습니다. 규모의 경제 효과에도 불구하고 Telecom은 상반기에 순손실 $75,554백만을 기록했으며, 이는 차입 관련 재무비용 $221,129백만 및 기타 항목을 반영한 결과입니다. 총 차입금은 $4,416,400백만으로 증가했습니다. 이번 인수는 CNDC와 ENACOM의 규제 심사를 받고 있으며 통합에 대한 잠정적 제약이 있어 절차가 여전히 진행 중입니다. 회사는 대출 covenant(재무 약정)을 준수하고 있다고 보고했습니다.
Telecom Argentina a publié des états financiers consolidés condensés non audités au 30 juin 2025. Pour les six mois, la société a déclaré des revenus de $3,357,004 millions (contre $2,324,104) et un Adjusted EBITDA de $1,007,153 millions. Les CAPEX de la période se sont élevés à $481,189 millions et les actifs corporels et incorporels totalisaient $12,758,881 millions.
La société a finalisé l'acquisition de TMA le 24 février 2025 pour US$1,245 millions (équivalent courant $1,452,434 millions), reconnaissant des actifs nets identifiables de $1,305,544 millions à la date d'acquisition. Malgré des gains d'échelle, Telecom a enregistré une perte nette semestrielle de $75,554 millions, reflétant des charges financières liées à l'endettement de $221,129 millions et d'autres éléments. L'endettement total a augmenté pour atteindre $4,416,400 millions. L'acquisition fait l'objet d'un examen réglementaire en cours par la CNDC et l'ENACOM et d'une restriction provisoire d'intégration ; les procédures restent en cours. La société indique être en conformité avec les covenant de ses prêts.
Telecom Argentina hat ungeprüfte, verkürzte konsolidierte Abschlüsse zum 30. Juni 2025 veröffentlicht. Für das Halbjahr meldete das Unternehmen Umsatzerlöse von $3,357,004 Millionen (vorher $2,324,104) und ein Adjusted EBITDA von $1,007,153 Millionen. Die CAPEX für den Zeitraum betrugen $481,189 Millionen und Sachanlagen sowie immaterielle Vermögenswerte beliefen sich auf $12,758,881 Millionen.
Das Unternehmen schloss die Übernahme von TMA am 24. Februar 2025 für US$1,245 Millionen (aktueller Umrechnungswert $1,452,434 Millionen) ab und erkannte zum Erwerbszeitpunkt identifizierbare Nettoaktiva in Höhe von $1,305,544 Millionen an. Trotz Skalenvorteilen verzeichnete Telecom im Halbjahr einen Nettoverlust von $75,554 Millionen, was Finanzergebnis aus Verbindlichkeiten von $221,129 Millionen und weitere Posten widerspiegelt. Die Gesamtverschuldung stieg auf $4,416,400 Millionen. Die Übernahme unterliegt laufenden regulatorischen Prüfungen durch CNDC und ENACOM sowie einer vorläufigen Integrationsbeschränkung; die Verfahren sind weiterhin anhängig. Das Unternehmen berichtet die Einhaltung der Kredit‑Covenants.
- Revenue growth: Six-month revenues increased to $3,357,004 million from $2,324,104 million in prior year
- Strong Adjusted EBITDA: Adjusted EBITDA for the six months was $1,007,153 million
- Strategic acquisition: Acquisition of TMA on Feb 24, 2025 for US$1,245 million expands national mobile and fixed network scale
- Significant investment: CAPEX of $481,189 million supports network expansion and the combined asset base (fixed and intangible assets $12,758,881 million)
- Covenant compliance: Company reports compliance with loan covenants despite higher leverage
- Net loss: Consolidated net loss of $75,554 million for the six months versus net income of $1,197,930 million prior year
- Higher leverage: Total borrowings rose to $4,416,400 million after financing the TMA acquisition
- Negative financial results: Financial results from borrowings were $(221,129) million for the six months, contributing to losses
- Regulatory uncertainty: CNDC issued a preliminary objection report and a provisional measure restricts integration of TMA pending review
- Legal and labor contingencies: TMA-related contingencies include labor claims of $140,567 million and total contingencies approx $182,475 million
- Large provisions and allowances: Non-current provisions increased to $262,935 million and allowances for trade receivables rose materially on acquisition
Insights
TL;DR Strong top-line growth and EBITDA, but higher leverage and a H1 net loss create a mixed near-term financial picture.
The company delivered material revenue growth to $3.36 trillion and robust Adjusted EBITDA of $1.01 trillion for the six-month period, reflecting scale after the TMA acquisition. However, Telecom recorded a consolidated net loss of $75,554 million driven largely by negative financial results on borrowings and currency/DFI effects. Total borrowings rose to $4,416,400 million, after financing TMA and issuing US$800m notes. Operational metrics (CAPEX, asset base) expanded materially, but financial costs and regulatory uncertainty around the acquisition are immediate items to monitor.
TL;DR The TMA acquisition materially increases scale and assets, but remains subject to provisional regulatory limits and pending PPA finalization.
Telecom closed the TMA deal for US$1,245 million, consolidating substantial PP&E and intangibles and recognizing $1,305,544 million of identifiable net assets at acquisition date. Management describes the PPA as preliminary and has not yet recognized goodwill. Post-close, a provisional administrative measure and a CNDC objection report restrict integration activities and require response and potential remedies. The transaction is transformational operationally but carries execution and regulatory risk until final approvals and PPA allocation are completed.
Telecom Argentina ha pubblicato i bilanci consolidati condensati non revisionati al 30 giugno 2025. Nei sei mesi la società ha registrato ricavi per $3,357,004 milioni (da $2,324,104) e un Adjusted EBITDA di $1,007,153 milioni. Il CAPEX nel periodo è stato di $481,189 milioni e le immobilizzazioni materiali e immateriali sono ammontate a $12,758,881 milioni.
La società ha completato l'acquisizione di TMA il 24 febbraio 2025 per US$1,245 milioni (valore corrente $1,452,434 milioni), rilevando attività nette identificabili per $1,305,544 milioni alla data di acquisizione. Nonostante i benefici di scala, Telecom ha riportato una perdita netta semestrale di $75,554 milioni, riflettendo oneri finanziari da indebitamento per $221,129 milioni e altri elementi. L'indebitamento totale è salito a $4,416,400 milioni. L'acquisizione è soggetta a una revisione regolatoria in corso da parte di CNDC ed ENACOM e a una restrizione provvisoria sull'integrazione; le procedure sono ancora pendenti. La società dichiara di rispettare i covenant dei prestiti.
Telecom Argentina publicó estados financieros consolidados condensados no auditados al 30 de junio de 2025. En los seis meses la empresa informó ingresos por $3,357,004 millones (desde $2,324,104) y un Adjusted EBITDA de $1,007,153 millones. El CAPEX del periodo fue de $481,189 millones y los activos fijos e intangibles sumaron $12,758,881 millones.
La compañía completó la adquisición de TMA el 24 de febrero de 2025 por US$1,245 millones (moneda corriente $1,452,434 millones), reconociendo activos netos identificables por $1,305,544 millones en la fecha de adquisición. A pesar de las ganancias de escala, Telecom registró una pérdida neta semestral de $75,554 millones, que refleja resultados financieros por endeudamiento de $221,129 millones y otros ítems. El endeudamiento total aumentó a $4,416,400 millones. La adquisición está sujeta a revisión regulatoria por parte de la CNDC y ENACOM y a una restricción provisional sobre la integración; los procedimientos siguen pendientes. La compañía informa cumplimiento de los covenants de los préstamos.
Telecom Argentina는 2025년 6월 30일 기준의 감사되지 않은 축약 연결재무제표를 공시했습니다. 상반기 동안 회사는 매출 $3,357,004백만(기존 $2,324,104)과 조정 EBITDA $1,007,153백만을 보고했습니다. 해당 기간의 CAPEX는 $481,189백만이었고, 유형 및 무형자산은 총 $12,758,881백만에 달합니다.
회사는 2025년 2월 24일 TMA를 미화 1,245백만 달러(현 환산액 $1,452,434백만)에 인수했으며, 취득일에 식별 가능한 순자산을 $1,305,544백만으로 인식했습니다. 규모의 경제 효과에도 불구하고 Telecom은 상반기에 순손실 $75,554백만을 기록했으며, 이는 차입 관련 재무비용 $221,129백만 및 기타 항목을 반영한 결과입니다. 총 차입금은 $4,416,400백만으로 증가했습니다. 이번 인수는 CNDC와 ENACOM의 규제 심사를 받고 있으며 통합에 대한 잠정적 제약이 있어 절차가 여전히 진행 중입니다. 회사는 대출 covenant(재무 약정)을 준수하고 있다고 보고했습니다.
Telecom Argentina a publié des états financiers consolidés condensés non audités au 30 juin 2025. Pour les six mois, la société a déclaré des revenus de $3,357,004 millions (contre $2,324,104) et un Adjusted EBITDA de $1,007,153 millions. Les CAPEX de la période se sont élevés à $481,189 millions et les actifs corporels et incorporels totalisaient $12,758,881 millions.
La société a finalisé l'acquisition de TMA le 24 février 2025 pour US$1,245 millions (équivalent courant $1,452,434 millions), reconnaissant des actifs nets identifiables de $1,305,544 millions à la date d'acquisition. Malgré des gains d'échelle, Telecom a enregistré une perte nette semestrielle de $75,554 millions, reflétant des charges financières liées à l'endettement de $221,129 millions et d'autres éléments. L'endettement total a augmenté pour atteindre $4,416,400 millions. L'acquisition fait l'objet d'un examen réglementaire en cours par la CNDC et l'ENACOM et d'une restriction provisoire d'intégration ; les procédures restent en cours. La société indique être en conformité avec les covenant de ses prêts.
Telecom Argentina hat ungeprüfte, verkürzte konsolidierte Abschlüsse zum 30. Juni 2025 veröffentlicht. Für das Halbjahr meldete das Unternehmen Umsatzerlöse von $3,357,004 Millionen (vorher $2,324,104) und ein Adjusted EBITDA von $1,007,153 Millionen. Die CAPEX für den Zeitraum betrugen $481,189 Millionen und Sachanlagen sowie immaterielle Vermögenswerte beliefen sich auf $12,758,881 Millionen.
Das Unternehmen schloss die Übernahme von TMA am 24. Februar 2025 für US$1,245 Millionen (aktueller Umrechnungswert $1,452,434 Millionen) ab und erkannte zum Erwerbszeitpunkt identifizierbare Nettoaktiva in Höhe von $1,305,544 Millionen an. Trotz Skalenvorteilen verzeichnete Telecom im Halbjahr einen Nettoverlust von $75,554 Millionen, was Finanzergebnis aus Verbindlichkeiten von $221,129 Millionen und weitere Posten widerspiegelt. Die Gesamtverschuldung stieg auf $4,416,400 Millionen. Die Übernahme unterliegt laufenden regulatorischen Prüfungen durch CNDC und ENACOM sowie einer vorläufigen Integrationsbeschränkung; die Verfahren sind weiterhin anhängig. Das Unternehmen berichtet die Einhaltung der Kredit‑Covenants.
UNITED STATES
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 August 2025
Commission File Number: 001-13464
Telecom Argentina S.A.
(Translation of registrant’s name into English)
General Hornos, No. 690, (C1272ACK)
Autonomous city of Buenos Aires, Republic of Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | x | Form 40-F | ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes | ¨ | No | x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes | ¨ | No | x |
Telecom Argentina S.A.
TABLE OF CONTENTS
Item
1. | Unaudited condensed consolidated financial statements as of June 30, 2025 |
2. | Operating and financial review and prospects as of June 30, 2025 |
Unaudited Condensed Consolidated Financial Statements as of June 30, 2025
General Hornos 690
(C1272ACK) Autonomous city of Buenos Aires
Republic of Argentina
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
INDEX
Glossary of terms |
Unaudited condensed consolidated financial statements |
Consolidated statements of financial position |
Consolidated income statements |
Consolidated statements of comprehensive income |
Consolidated statements of changes in equity |
Consolidated statements of cash flows |
Notes to the unaudited condensed consolidated financial statements |
TELECOM ARGENTINA S.A.
Glossary of terms
The following explanations are not technical definitions, but to assist the general reader to understand certain terms as used in these unaudited condensed consolidated financial statements.
ADS: Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing five Class B Shares.
ADR: American Depositary Receipt.
ARCA (Agencia de Recaudación y Control Aduanero): Argentine Tax Collection and Customs Control Agency.
BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.
BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.
CAPEX: Capital expenditures.
CNV (Comisión Nacional de Valores): The Argentine National Securities Commission.
CNDC (Comisión Nacional de Defensa de la Competencia): The Argentine Antitrust Commission.
Company/Telecom Argentina: Telecom Argentina S.A.
CVH: Cablevisión Holding S.A., controlling company of Telecom Argentina since January 1, 2018.
DFI: Derivate Financial Instrument.
ENACOM (Ente Nacional de Telecomunicaciones): The Telecommunications Regulatory Authority of Argentina.
FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.
Fintech: Financial technology services are activities that involve the use of innovation and technological developments for the design, offer and provision of financial products and services.
Fixed and intangible assets: Includes PP&E, Intangible assets, Goodwill, Investment Properties and Rights of use assets.
IAS: International Accounting Standards.
IASB: International Accounting Standards Board.
ICT Services (Information and Communication Technology services): Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.
IFRS Accounting Standards: International Financial Reporting Standards, as issued by the IASB.
INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and cense.
La Capital Cable: Name corresponding to limited company La Capital Cable S.A., respectively, company that is directly or indirectly associates according to the definition of the General Corporations Law.
LGS (Ley de General de Sociedades): Argentine Corporations Law No. 19,550 as amended. Since the enforcement of the new Civil and Commercial Code its name was changed to “General Corporations Law”.
Micro Sistemas/Pem/Cable Imagen/Inter Radios/Personal Smarthome/NYS2/ RISSAU/ Manda/ TSMA: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the General Corporations Law, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios S.A.U., Red Intercable Satelital S.A.U.,Manda S.A. and Teledifusora San Miguel Arcángel S.A..
NYSE: New York Stock Exchange.
OCI: Other comprehensive income
OPH: Name corresponding to company Open Pass Holding LLC that is a joint venture of Telecom Argentina.
PPA: Purchase Price Allocation
PP&E: Properties, plant and equipment.
RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).
RMB: Official currency of Popular Republic of China.
F-1
TELECOM ARGENTINA S.A.
Roaming: a function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).
SOF: Secured Overnight Financing.
Telecom: Telecom Argentina and its consolidated subsidiaries.
TAMAR: (Tasa Mayorista de Argentina) Argentina Wholesale Rate published by the Banco Central de la República Argentina.
Telecom USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/ Ubiquo/ MFH/ Naperville/ Saturn / CrediPay/ Parklet: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa,Micro Fintech Holding LLC, Naperville Investments LLC, Saturn Holding LLC, CrediPay S.A. and Parklet S.A., respectively, companies that are directly or indirectly controlled according to the definition of the General Corporations Law.
TMA: Telefónica Móviles Argentina S.A.
USA: United States of America
UVA (Unidad de Valor Adquisitivo): Purchasing Value Unit, an index developed and published by the Banco Central de la República Argentina.
VER TV: Ver T.V. S.A.
F-2
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In millions of Argentine pesos in current currency - Note 1.d)
June 30, | December 31, | ||
ASSETS | Note | 2025 | 2024 |
Current Assets | |||
Cash and cash equivalents | 2 | 330,952 | 366,376 |
Investments | 2 | 45,837 | 38,654 |
Trade receivables | 728,369 | 340,678 | |
Other receivables | 154,404 | 51,512 | |
Inventories | 120,503 | 69,569 | |
Assets classified as held for sale | 492 | 2,031 | |
Total current assets | 1,380,557 | 868,820 | |
Non-Current Assets | |||
Trade receivables | 640 | 497 | |
Other receivables | 21,879 | 56,360 | |
Deferred income tax assets | 8 | 366,099 | 37,971 |
Investments | 2 | 30,733 | 15,663 |
Goodwill | 3 | 3,885,277 | 3,881,864 |
PP&E | 4 | 5,665,089 | 4,984,287 |
Intangible assets | 5 | 2,484,503 | 2,182,671 |
Right of use assets | 6 | 671,510 | 565,493 |
Investment properties | 52,502 | - | |
Total non-current assets | 13,178,232 | 11,724,806 | |
TOTAL ASSETS | 14,558,789 | 12,593,626 | |
LIABILITIES | |||
Current Liabilities | |||
Trade payables | 938,478 | 511,821 | |
Borrowings | 7 | 1,371,973 | 1,234,692 |
Salaries and social security payables | 317,280 | 260,421 | |
Income tax liabilities | 8 | 144,094 | 5,248 |
Other taxes payables | 207,212 | 104,349 | |
Dividends payables | 799 | 790 | |
Leases liabilities | 124,290 | 85,783 | |
Other liabilities | 68,595 | 46,498 | |
Provisions | 9 | 45,575 | 4,470 |
Total current liabilities | 3,218,296 | 2,254,072 | |
Non-Current Liabilities | |||
Trade payables | 15,102 | 18,963 | |
Borrowings | 7 | 3,044,427 | 2,077,804 |
Salaries and social security payables | 49,156 | 10,897 | |
Deferred income tax liabilities | 8 | 1,419,241 | 1,623,716 |
Other taxes payables | - | 2 | |
Leases liabilities | 201,364 | 159,346 | |
Other liabilities | 47,485 | 17,629 | |
Provisions | 9 | 262,935 | 60,829 |
Total non-current liabilities | 5,039,710 | 3,969,186 | |
TOTAL LIABILITIES | 8,258,006 | 6,223,258 | |
EQUITY | |||
Equity attributable to Controlling Company | 6,224,353 | 6,244,016 | |
Equity attributable to non-controlling interest | 76,430 | 126,352 | |
TOTAL EQUITY(See Consolidated Statements of Changes in Equity) | 6,300,783 | 6,370,368 | |
TOTAL LIABILITIES AND EQUITY | 14,558,789 | 12,593,626 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
TELECOM ARGENTINA S.A.
CONSOLIDATED INCOME STATEMENTS
(In millions of Argentine pesos in current currency, except per share data in Argentine pesos in current currency - Note 1.d)
Three month period ended |
Six month period ended | |||||
June 30, | June 30, | |||||
Note | 2025 | 2024 | 2025 | 2024 | ||
Revenues | 12 | 1,911,678 | 1,193,554 | 3,357,004 | 2,324,104 | |
Employee benefit expenses and severance payments | (499,245) | (289,042) | (803,339) | (549,934) | ||
Interconnection and transmission costs | (47,513) | (32,913) | (94,450) | (74,385) | ||
Fees for services, maintenance, materials and supplies | (242,729) | (153,867) | (425,083) | (319,234) | ||
Taxes and fees with the Regulatory Authority | (168,378) | (93,186) | (289,138) | (180,302) | ||
Commissions and advertising | (107,140) | (62,133) | (182,714) | (120,828) | ||
Cost of equipment and handsets | 13 | (87,494) | (63,521) | (147,926) | (102,958) | |
Programming and content costs | (87,133) | (68,283) | (163,277) | (130,200) | ||
Bad debt expenses | 9 | (39,031) | (21,057) | (66,223) | (49,192) | |
Other operating expenses, net | (104,985) | (61,696) | (177,701) | (106,813) | ||
Depreciation, amortization and impairment of Fixed and intangible assets | (470,631) | (391,207) | (831,126) | (776,833) | ||
Operating income (loss) | 57,399 | (43,351) | 176,027 | (86,575) | ||
Losses from associates and joint ventures | 2 | (1,842) | (1,898) | (1,744) | (4,144) | |
Financial results from borrowings | 14 | (311,912) | 245,382 | (221,129) | 1,564,261 | |
Other financial results, net | 14 | (10,478) | 37,443 | 5,765 | 228,403 | |
Income (loss) before income tax | (266,833) | 237,576 | (41,081) | 1,701,945 | ||
Income tax benefit (expense) | 8 | 92,472 | (155,508) | (34,473) | (504,015) | |
Net income (loss) for the period | (174,361) | 82,068 | (75,554) | 1,197,930 | ||
Attributable to: | ||||||
Controlling Company | (178,207) | 76,134 | (83,792) | 1,187,416 | ||
Non-controlling interest | 3,846 | 5,934 | 8,238 | 10,514 | ||
(174,361) | 82,068 | (75,554) | 1,197,930 | |||
Earnings (losses) per share for income attributable to the Controlling Company - Basic and diluted | 1.c | (82.7) | 35.4 | (38.9) | 551.3 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
See Note 13 for additional information on operating expenses per function.
F-4
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions of Argentine pesos in current currency - Note 1.d)
Three month period ended |
Six month period ended | ||||
June 30, | June 30, | ||||
2025 | 2024 | 2025 | 2024 | ||
Net income (loss) for the period | (174,361) | 82,068 | (75,554) | 1,197,930 | |
Other comprehensive income (loss) | |||||
Items that may be reclassified to profit or loss | |||||
Currency translation adjustments (no effect on Income Tax) | 27,539 | (53,771) | 16,684 | (225,969) | |
DFI effects classified as hedges | - | 241 | - | 1,394 | |
Gains of investment at fair value | (3,398) | - | 889 | - | |
Income Tax effects | 1,189 | (47) | (311) | (488) | |
Other comprehensive income (loss), net of tax | 25,330 | (53,577) | 17,262 | (225,063) | |
Total comprehensive income (loss) for the period | (149,031) | 28,491 | (58,292) | 972,867 | |
Attributable to: | |||||
Controlling Company | (156,939) | 39,145 | (67,448) | 1,029,254 | |
Non-controlling interest | 7,908 | (10,654) | 9,156 | (56,387) | |
(149,031) | 28,491 | (58,292) | 972,867 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In millions of Argentine pesos in current currency – Note 1.d)
Owners contribution | Reserves | Other comprehensive loss |
Retained earnings |
Equity attributable to controlling company |
Equity attributable to non-controlling interest |
Total Equity | |||||
Outstanding shares Capital nominal value |
Inflation adjustment |
Contributed Surplus |
Legal | Special reserve for IFRS implementation |
Facultative (1) | ||||||
Balances as of January 1, 2024 | 2,154 | 2,152,978 | 3,165,529 | 127,870 | 46,885 | 714,762 | (130,662) | (645,972) | 5,433,544 | 194,373 | 5,627,917 |
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024 | |||||||||||
- Absorption of retained earnings (losses) and reserve reclassification | - | - | (194,044) | - | - | (451,928) | - | 645,972 | - | - | - |
Dividends to non-controlling shareholders | - | - | - | - | - | - | - | - | - | (12,003) | (12,003) |
Subsidiary acquisition | - | - | - | - | - | - | - | - | - | 3,359 | 3,359 |
Comprehensive income: | |||||||||||
Net income for the period | - | - | - | - | - | - | - | 1,187,416 | 1,187,416 | 10,514 | 1,197,930 |
Other comprehensive loss | - | - | - | - | - | - | (158,162) | - | (158,162) | (66,901) | (225,063) |
Total comprehensive income (loss) for the period | - | - | - | - | - | - | (158,162) | 1,187,416 | 1,029,254 | (56,387) | 972,867 |
Balances as of June 30, 2024 | 2,154 | 2,152,978 | 2,971,485 | 127,870 | 46,885 | 262,834 | (288,824) | 1,187,416 | 6,462,798 | 129,342 | 6,592,140 |
Balances as of January 1, 2025 | 2,154 | 2,152,978 | 2,971,485 | 127,870 | 46,885 | 126,036 | (348,636) | 1,165,244 | 6,244,016 | 126,352 | 6,370,368 |
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025 (2) | |||||||||||
- Absorption of specific retained earnings (losses) | - | - | (104,231) | 56,686 | - | 1,212,789 | - | (1,165,244) | - | - | - |
Dividends to non-controlling shareholders | - | - | - | - | - | - | - | - | - | (11,293) | (11,293) |
Transaction non-controlling interest (3) | - | - | - | - | - | - | 47,785 | - | 47,785 | (47,785) | - |
Comprehensive income: | |||||||||||
Net income (loss) for the period | - | - | - | - | - | - | - | (83,792) | (83,792) | 8,238 | (75,554) |
Other comprehensive income | - | - | - | - | - | - | 16,344 | - | 16,344 | 918 | 17,262 |
Total comprehensive income (loss) for the period | - | - | - | - | - | - | 16,344 | (83,792) | (67,448) | 9,156 | (58,292) |
Balances as of June 30, 2025 | 2,154 | 2,152,978 | 2,867,254 | 184,556 | 46,885 | 1,338,825 | (284,507) | (83,792) | 6,224,353 | 76,430 | 6,300,783 |
(1) | Correspond to the Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level. |
(2) | See Note 16 b). |
(3) | This operation represents a transaction between controlling and non-controlling stockholders related to the acquisition of 100% Adesol’s special purpose entities. See Note 1.a). |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of Argentine pesos in current currency – Note 1.d)
Six month period ended | ||||
June 30, | ||||
Note | 2025 | 2024 | ||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||||
Net income (loss) for the period | (75,554) | 1,197,930 | ||
Adjustments to reconcile net income to net cash flows provided by operating activities | ||||
Allowances deducted from assets | 68,262 | 42,257 | ||
Depreciation of PP&E | 4 | 621,283 | 593,709 | |
Amortization of intangible assets | 5 | 91,461 | 68,525 | |
Amortization of rights of use assets | 6 | 116,089 | 115,118 | |
Depreciation of Investment properties | 2,610 | - | ||
Disposals of Fixed and intangible assets | 5,769 | 950 | ||
Losses from associates and joint ventures | 2 | 1,744 | 4,144 | |
Financial results and others | 215,685 | (1,957,040) | ||
Income tax expenses | 8 | 34,473 | 504,015 | |
Income tax paid | (5,215) | (4,137) | ||
Change in operating assets and liabilities, net of effects from purchase of controlled entity | ||||
Decrease / (Increase) Trade receivables | (88,851) | (217,364) | ||
Decrease / (Increase) Other receivables | (53,920) | (59,984) | ||
Decrease / (Increase) Inventories | 317 | 10,111 | ||
(Decrease) / Increase Trade payables | (107,352) | 103,531 | ||
(Decrease) / Increase Salaries and social security payables | (28,980) | 15,152 | ||
(Decrease) / Increase Other taxes payables | (63,404) | 50,009 | ||
Increase Other liabilities and Provisions | (47,549) | (8,708) | ||
Total cash flows from operating activities | 686,868 | 458,218 | ||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||||
Payments for PP&E | (409,457) | (238,553) | ||
Payments for intangible asset acquisitions | (52,373) | (25,139) | ||
Dividends received from associates | - | 1,065 | ||
Proceeds from the sale of PP&E and intangible assets | 14,580 | 3,975 | ||
Payments for acquisition of subsidiary, net of cash acquired | 16 | (1,140,955) | (7,126) | |
Proceeds from DFI liquidations | 2,285 | 1,124 | ||
Proceeds from sale of investments not considered as cash and cash equivalents | 127,846 | 204,561 | ||
Payments for investments not considered as cash and cash equivalents | (51,200) | (266,159) | ||
Total cash flows used in investing activities | (1,509,274) | (326,252) | ||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ||||
Proceeds from borrowings | 7 | 2,531,849 | 368,264 | |
Payment of borrowings | 7 | (1,323,128) | (313,811) | |
Repurchase of Notes | 7 | (4,801) | - | |
Payment of interests, DFI and related expenses | 7 | (323,074) | (215,029) | |
Payments of leases liabilities | (90,149) | (50,045) | ||
Dividends paid to non-controlling interests in subsidiaries | (11,147) | (11,053) | ||
Total cash flows from (used in) financing activities | 779,550 | (221,674) | ||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (42,856) | (89,708) | ||
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 366,376 | 400,456 | ||
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS | 7,432 | (80,694) | ||
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 330,952 | 230,054 |
F-7
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)
(In millions of Argentine pesos in current currency – Note 1.d)
Main non-cash transactions from the consolidated statement of cash flows are the following:
Classification of activities |
Six month period ended | ||
June 30, | |||
Description | 2025 | 2024 | |
PP&E and intangible assets acquisition financed with accounts payable | Investing - Operating | 31,480 | 97,032 |
Right of use assets acquisition owed | Investing – Financing | 92,053 | 127,366 |
Trade payables cancelled with government bonds | Investing – Operating | - | 15,926 |
Issuance costs payable | Financing – Operating | 1,389 | - |
Trade payables cancelled with borrowings | Financing - Operating | - | 14,650 |
Dividend payable from subsidiaries | Financing - Operating | - | 949 |
Dividends distribution from associates uncollected | Investing - Operating | - | 99 |
Acquisition of companies and joint ventures financed by other liabilities | Investing - Operating | - | 8,881 |
Other receivables offset with acquisition of companies and joint ventures | Investing – Operating | - | 5,170 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-8
TELECOM ARGENTINA S.A.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025, AND 2024
(In millions of Argentine pesos in current currency, except as otherwise indicated)
INDEX
Page | |
Note 1 – Basis of preparation of the unaudited condensed consolidated financial statements and significant accounting policies | F-10 |
Note 2 – Cash and cash equivalents and Investments. | F-18 |
Note 3 – Goodwill | F-19 |
Note 4 – PP&E | F-19 |
Note 5 – Intangible assets | F-20 |
Note 6 – Right of use assets | F-21 |
Note 7 – Borrowings | F-21 |
Note 8 – Income tax and Deferred income tax assets/liabilities | F-23 |
Note 9 – Provisions and allowances | F-24 |
Note 10 – Additional information of financial assets and liabilities | F-25 |
Note 11 – Purchase commitments | F-27 |
Note 12 – Revenues | F-27 |
Note 13 – Operating expenses | F-27 |
Note 14 – Financial results | F-28 |
Note 15 – Balances and transactions with Related parties | F-28 |
Note 16 – Recent developments corresponding to the six-month period ended June 30, 2025 | F-30 |
Note 17– Subsequent events to June 30, 2025 | F-33 |
F-9
TELECOM ARGENTINA S.A.
NOTE 1 – BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES
a) | Basis of preparation and significant accounting policies |
These unaudited condensed consolidated financial statements as of June 30, 2025, and for the six and three-month periods ended on June 30, 2025, have been prepared in accordance with IAS 34 “Interim Financial Reporting”.
Therefore, these financial statements do not include all the information required in an annual financial statement and, consequently, they must be read jointly with the annual financial statements as of December 31, 2024 included in form 20F 2024, which can be consulted at the Company´s website (https:// https://inversores.telecom.com.ar/en/quarterly-earnings.html). It should be noted that the annual financial statements have been measured in terms of current pesos as of December 31, 2024, applying the guidance in IAS 29. These unaudited condensed consolidated financial statements have been measured in terms of current pesos as of June 30, 2025, applying the guidance in IAS 29. (See Note 1.d).
We have not recast our annual financial statements to measure them in terms of current pesos as of June 30, 2025, the most recent financial period for which consolidated financial statements are available. Therefore, the annual financial statements and the unaudited condensed consolidated financial statements are not comparable.
These unaudited condensed consolidated financial statements were prepared following the same accounting policies as in the most recent annual financial statements, except for those policies incorporated due to the acquisition of TMA:
(i) | measurement of financial assets: assets that are held for collection of contractual cash flows and for selling, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit or loss, within “Other financial results, net”. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss, |
(ii) | Investment properties, which is recorded initially at cost, and then at cost less accumulated depreciation, and comprise primarily land and buildings that are not occupied for its own operations, and the depreciation is calculated on a straight-line basis for the estimated useful life of 50 years, (calculated in accordance with technical studies, periodically reviewed) and |
(iii) | termination benefits plans: additionally to what is mentioned in Note 3.o) to the annual financial statements as of December 31, 2024, Telecom recognizes costs for a restructuring according to IAS 37 (i.e., it has a detailed formal plan for the restructuring, and it has raised a valid expectation in those affected that it will carry out the restructuring) and when involves the payment of terminations benefits. These termination benefit plans correspond to the TMA subsidiary and are recognized in the line “Salaries and social security payables” in the consolidated statements of financial position. In addition to the termination benefits plans in effect at the time of the acquisition of TMA, during the six- and three-month periods ending June 30, 2025 this subsidiary recognized a new restructuring plan, which had an impact of $52,314 million on results, recognized as “Employee benefit expenses and severance payments” for the six and three-month periods ended on June 30, 2025. The balance of the mentioned termination plan currently in execution amounted to $18,830 million as of June 30, 2025. |
These unaudited condensed consolidated financial statements were prepared including in the consolidation process the following companies:
F-10
TELECOM ARGENTINA S.A.
Company | Main activity | Country | Telecom Argentina's direct/indirect interest in capital stock and votes |
TMA(a) | ICT Services and Audiovisual Communication Services | Argentina | 99.999625% |
Micro Sistemas | Services related to the use of electronic payment media | Argentina | 100.00% |
Manda | Holding | Argentina | 100.00% |
RISSAU | Broadcasting services | Argentina | 100.00% |
Inter Radios | Broadcasting services | Argentina | 100.00% |
Pem | Investment | Argentina | 100.00% |
Cable Imagen | Closed-circuit television | Argentina | 100.00% |
Personal Smarthome | Security solutions and services | Argentina | 100.00% |
NYS2 | ICT Services and Audiovisual Communication Services. | Argentina | 100,00% |
TSMA | Community Closed-Circuit Television | Argentina | 100.00% |
Ubiquo | Cybersecurity services and products | Chile | 95.00% |
Núcleo | Mobile telecommunications Services | Paraguay | 67.50% |
Personal Envíos | Mobile financial services | Paraguay | 67.50% |
CrediPay | Financial services | Paraguay | 67.50% |
Televisión Dirigida | Cable television services | Paraguay | 100.00% |
Adesol (b) | Holding | Uruguay | 100.00% |
Opalker | Cybersecurity, content platform and related services | Uruguay | 100.00% |
Parklet (c) | Development and provision of digital platforms | Uruguay | 51,00% |
MFH | Holding | USA | 100.00% |
Naperville | Holding | USA | 100.00% |
Saturn | Holding | USA | 100.00% |
Telecom USA | Telecommunication services | USA | 100.00% |
(a) Company acquired on February 24, 2025. See Note 16.
(b) Adesol acquired 100% of the equity interests in the following companies incorporated in the Eastern Republic of Uruguay, which render subscription television services in various locations of that country: Bersabel S.A., Audomar S.A., Dolfycor S.A., Reiford S.A., Tracel S.A., Space Energy Tech S.A., and Visión Satelital S.A. This acquisition was approved by the regulatory authority through Resolution No. 79 issued by the Ministry of Industry, Energy and Mining of Uruguay dated February 27, 2025, and published in the Official Gazette of the Eastern Republic of Uruguay on March 12, 2025.
(c) Until May 19, 2025, Telecom Argentina indirectly held 100% of the company through Opalker. On May 19, 2025, Opalker transferred to the unrelated company “Tech-Co Enablers, LLC”, shares representing 49% of Parklet’s capital and voting rights. As a result, from that date, Opalker’s interest in Parklet is 51%. On the same date, the parties signed a shareholders’ agreement (“Agreement”) which sets forth, among other matters, the rights and obligations of both parties regarding their participation in the company. According to the Agreement, a special majority with the consent of both shareholders is required to decide on key business and corporate matters. Therefore, Opalker alone does not have the ability to use its power over the investee to influence its returns, and exercises joint control, accounting for its investment as a joint venture from the date the share transfer transaction was completed, which value as of June 30, 2025, is $0.2 million.
The preparation of these unaudited condensed consolidated financial statements in accordance with IAS 34 requires that the Company's Management make estimates that affect the figures disclosed in the financial statements or its complementary information. Actual results may differ from these estimates.
These unaudited condensed consolidated financial statements are expressed in millions of Argentine pesos, on an accrual basis of accounting (except for the consolidated statement of cash flows), based on historical cost, except for certain financial assets and liabilities (includes DFI) that are measured at fair value and are prepared in current currency as of June 30, 2025.
The figures as of December 31, 2024, and for the six and three-month periods ended on June 30, 2024, which are disclosed in these unaudited condensed consolidated financial statements for comparative purposes, are a result of restating the financial statements as of such dates to values in current currency as of June 30, 2025. This is as a consequence of the restatement process of the financial information described in point d).
As disclosed in Note 16.a) to these unaudited condensed consolidated financial statements, the Company has consolidated TMA as from February 24, 2025, and, therefore, the Company's financial statements as of June 30, 2025, and the results for the six and three-month periods ended June 30, 2025, are not comparable to the comparative information presented in these unaudited condensed consolidated financial statements.
These unaudited condensed consolidated financial statements as of June 30, 2025, were authorized for issuance and approved by resolution of the Board of Directors’ meeting held on August 11, 2025.
These unaudited condensed consolidated financial statements contain all disclosures required under IAS 34. Some additional disclosures required by the LGS and/or by the CNV have been also included.
F-11
TELECOM ARGENTINA S.A. |
b) | Segment information |
The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit, according to the current regulatory context of the converged ICT Services industry (adding to the same segment both the activities related to the mobile services, internet services, cable television and fixed and data services, services governed by the same regulatory framework of ICT Services). To exercise its functions, both the Executive Committee and the CEO receive periodically the economic-financial information of Telecom Argentina and its subsidiaries (in current currency as of the date of each transaction), that is prepared as a single segment and evaluate the evolution of business as a unit of generation of results, administrating the resources in a unique way to achieve the objectives. Regarding costs, they are not specifically allocated to a type of service, considering that the Company has a single payroll and operating expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by Telecom in Argentina and are not allocated specifically to one of them.
Following the acquisition of TMA, dated February 24, 2025 (see Note 16), the Company identified a new reportable segment, “ICT Services provided in Argentina – TMA Networks” corresponding to the provision of mobile and fixed telephony services, fixed broadband, and video services on a nationwide scale in Argentina, using its own networks, with its own infrastructure. The subsidiary TMA is managed as a separate business unit, and therefore, the Executive Committee and the CEO review its economic and financial information (stated in historic currency at the transaction date) separately.
Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).
The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the "ICT Services provided in Argentina– Telecom Networks" segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category "Other segments".
The Executive Committee and the CEO continue to monitor these businesses to evaluate the way its performance is reviewed and, eventually, its consideration as a separate reportable segment provided it complies with the requirements established by IFRS Accounting Standards to that effect.
As a result, segments as of June 30, 2025, are the following:
- | ICT Services provided in Argentina – Telecom Networks: Corresponds to the operations carried out by the Company and its subsidiaries located in Argentina (excluding TMA) engaged in the provision of ICT services. |
- | ICT Services provided in Argentina – TMA Networks: Corresponds to the operations carried out by the subsidiary TMA as from the acquisition date. |
- | Other segments: Corresponds to the operations for a) ICT services provided aboard (Paraguay, USA, Uruguay and Chile) and b) the development of activities in the fintech industry, through the subsidiaries Micro Sistemas and Personal Envíos in Argentina and Paraguay, respectively. |
The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and intangible assets.
Presented below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the six and three-month periods ended June 30, 2025 and 2024, respectively:
F-12
TELECOM ARGENTINA S.A. |
Consolidated Income Statement for the six-month period ended June 30, 2025
ICT Services provided in Argentina – | ICT Services provided in Argentina – | Other segments | Eliminations | Total | |||||||
Telecom Network | TMA Network | ||||||||||
Currency
of the transaction date |
Inflation restatement |
In
current currency |
Currency
of the transaction date |
Inflation restatement |
In current currency |
Currency
of the transaction date |
Inflation restatement |
In current currency | |||
Revenues | 2,146,036 | 115,100 | 2,261,136 | 932,686 | 36,128 | 968,814 | 167,384 | 8,963 | 176,347 | (49,293) | 3,357,004 |
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets | |||||||||||
Employee benefit expenses and severance payments | (508,352) | (26,675) | (535,027) | (247,565) | (5,432) | (252,997) | (14,549) | (766) | (15,315) | - | (803,339) |
Fees for services, maintenance, materials and supplies | (256,738) | (27,745) | (284,483) | (118,175) | (3,438) | (121,613) | (21,053) | (1,146) | (22,199) | 3,212 | (425,083) |
Taxes and fees with the Regulatory Authority | (179,564) | (9,583) | (189,147) | (90,035) | (2,488) | (92,523) | (7,089) | (379) | (7,468) | - | (289,138) |
Commissions and advertising | (88,750) | (4,532) | (93,282) | (56,783) | (1,458) | (58,241) | (32,022) | (1,918) | (33,940) | 2,749 | (182,714) |
Programming and content costs | (122,715) | (6,485) | (129,200) | (17,738) | (505) | (18,243) | (15,042) | (792) | (15,834) | - | (163,277) |
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets | (258,015) | (26,214) | (284,229) | (183,077) | (22,827) | (205,904) | (37,481) | (2,018) | (39,499) | 43,332 | (486,300) |
Adjusted EBITDA | 731,902 | 13,866 | 745,768 | 219,313 | (20) | 219,293 | 40,148 | 1,944 | 42,092 | - | 1,007,153 |
Depreciation, amortization and impairment of Fixed and intangible assets | (831,126) | ||||||||||
Operating income | 176,027 | ||||||||||
Losses from associates and joint ventures | (1,744) | ||||||||||
Financial results from borrowings | (221,129) | ||||||||||
Other financial results, net | 5,765 | ||||||||||
Loss before income tax | (41,081) | ||||||||||
Income tax expense | (34,473) | ||||||||||
Net loss | (75,554) | ||||||||||
Attributable to: | |||||||||||
Controlling Company | (83,792) | ||||||||||
Non-controlling interest | 8,238 | ||||||||||
(75,554) |
F-13
TELECOM ARGENTINA S.A. |
Consolidated Income Statement for the three-month period ended June 30, 2025
ICT Services provided in Argentina – | ICT Services provided in Argentina – | Other segments | Eliminations | Total | |||||||
Telecom Network | TMA Network | ||||||||||
Currency
of the transaction date |
Inflation restatement |
In
current currency |
Currency
of the transaction date |
Inflation restatement |
In current currency |
Currency
of the transaction date |
Inflation restatement |
In current currency | |||
Revenues | 1,117,314 | 17,319 | 1,134,633 | 700,476 | 19,823 | 720,299 | 89,430 | 1,567 | 90,997 | (34,251) | 1,911,678 |
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets | |||||||||||
Employee benefit expenses and severance payments | (279,798) | (4,783) | (284,581) | (204,073) | (2,817) | (206,890) | (7,659) | (115) | (7,774) | - | (499,245) |
Fees for services, maintenance, materials and supplies | (132,288) | (8,363) | (140,651) | (90,862) | (1,796) | (92,658) | (10,824) | (176) | (11,000) | 1,580 | (242,729) |
Taxes and fees with the Regulatory Authority | (93,645) | (1,450) | (95,095) | (68,276) | (1,180) | (69,456) | (3,767) | (60) | (3,827) | - | (168,378) |
Commissions and advertising | (47,869) | (717) | (48,586) | (44,203) | (702) | (44,905) | (14,954) | (225) | (15,179) | 1,530 | (107,140) |
Programming and content costs | (64,581) | (1,007) | (65,588) | (13,190) | (232) | (13,422) | (8,003) | (120) | (8,123) | - | (87,133) |
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets | (135,829) | (8,399) | (144,228) | (125,487) | (19,364) | (144,851) | (20,563) | (522) | (21,085) | 31,141 | (279,023) |
Adjusted EBITDA | 363,304 | (7,400) | 355,904 | 154,385 | (6,268) | 148,117 | 23,660 | 349 | 24,009 | - | 528,030 |
Depreciation, amortization and impairment of Fixed and intangible assets | (470,631) | ||||||||||
Operating income | 57,399 | ||||||||||
Losses from associates and joint ventures | (1,842) | ||||||||||
Financial results from borrowings | (311,912) | ||||||||||
Other financial results, net | (10,478) | ||||||||||
Loss before income tax | (266,833) | ||||||||||
Income tax benefit | 92,472 | ||||||||||
Net loss | (174,361) | ||||||||||
Attributable to: | |||||||||||
Controlling Company | (178,207) | ||||||||||
Non-controlling interest | 3,846 | ||||||||||
(174,361) |
F-14
TELECOM ARGENTINA S.A. |
Consolidated Income Statement for the six-month period ended June 30, 2024
ICT
Services provided in Argentina – Telecom Network |
Other segments | Eliminations | Total | |||||
Currency
of the transaction date |
Inflation restatement |
In
current currency |
Currency
of the transaction date |
Inflation restatement |
In
current currency | |||
Revenues | 1,319,709 | 813,049 | 2,132,758 | 125,324 | 80,728 | 206,052 | (14,706) | 2,324,104 |
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets | ||||||||
Employee benefit expenses and severance payments | (327,914) | (203,581) | (531,495) | (11,216) | (7,223) | (18,439) | - | (549,934) |
Fees for services, maintenance, materials and supplies | (166,078) | (128,637) | (294,715) | (16,835) | (10,875) | (27,710) | 3,191 | (319,234) |
Taxes and fees with the Regulatory Authority | (107,086) | (65,739) | (172,825) | (4,543) | (2,934) | (7,477) | - | (180,302) |
Commissions and advertising | (48,355) | (29,195) | (77,550) | (27,436) | (17,302) | (44,738) | 1,460 | (120,828) |
Programming and content costs | (68,356) | (41,595) | (109,951) | (9,701) | (10,548) | (20,249) | - | (130,200) |
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets | (170,475) | (132,443) | (302,918) | (24,638) | (15,847) | (40,485) | 10,055 | (333,348) |
Adjusted EBITDA | 431,445 | 211,859 | 643,304 | 30,955 | 15,999 | 46,954 | - | 690,258 |
Depreciation, amortization and impairment of Fixed and intangible assets | (776,833) | |||||||
Operating loss | (86,575) | |||||||
Losses from associates and joint ventures | (4,144) | |||||||
Financial results from borrowings | 1,564,261 | |||||||
Other financial results, net | 228,403 | |||||||
Income before income tax | 1,701,945 | |||||||
Income tax expense | (504,015) | |||||||
Net income | 1,197,930 | |||||||
Attributable to: | ||||||||
Controlling Company | 1,187,416 | |||||||
Non-controlling interest | 10,514 | |||||||
1,197,930 |
F-15
TELECOM ARGENTINA S.A. |
Consolidated Income Statement for the three-month period ended June 30, 2024
ICT
Services provided in Argentina – Telecom Network |
Other segments | Eliminations | Total | |||||
Currency
of the transaction date |
Inflation restatement |
In
current currency |
Currency
of the transaction date |
Inflation restatement |
In
current currency | |||
Revenues | 760,560 | 345,513 | 1,106,073 | 65,579 | 29,738 | 95,317 | (7,836) | 1,193,554 |
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets | ||||||||
Employee benefit expenses and severance payments | (192,799) | (87,749) | (280,548) | (5,841) | (2,653) | (8,494) | - | (289,042) |
Fees for services, maintenance, materials and supplies | (90,375) | (52,288) | (142,663) | (8,768) | (4,048) | (12,816) | 1,612 | (153,867) |
Taxes and fees with the Regulatory Authority | (61,713) | (28,031) | (89,744) | (2,364) | (1,078) | (3,442) | - | (93,186) |
Commissions and advertising | (28,309) | (12,869) | (41,178) | (15,004) | (6,758) | (21,762) | 807 | (62,133) |
Programming and content costs | (40,307) | (18,320) | (58,627) | (4,010) | (5,646) | (9,656) | - | (68,283) |
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets | (102,957) | (62,771) | (165,728) | (12,992) | (5,884) | (18,876) | 5,417 | (179,187) |
Adjusted EBITDA | 244,100 | 83,485 | 327,585 | 16,600 | 3,671 | 20,271 | - | 347,856 |
Depreciation, amortization and impairment of Fixed and intangible assets | (391,207) | |||||||
Operating loss | (43,351) | |||||||
Losses from associates and joint ventures | (1,898) | |||||||
Financial results from borrowings | 245,382 | |||||||
Other financial results, net | 37,443 | |||||||
Income before income tax | 237,576 | |||||||
Income tax expense | (155,508) | |||||||
Net income | 82,068 | |||||||
Attributable to: | ||||||||
Controlling Company | 76,134 | |||||||
Non-controlling interest | 5,934 | |||||||
82,068 |
F-16
TELECOM ARGENTINA S.A. |
Additional required information is disclosed below:
Three month period ended |
Six month period ended | |||
June 30, | June 30, | |||
Revenues | 2025 | 2024 | 2025 | 2024 |
Revenues from customers in Argentina | 1,821,984 | 1,105,186 | 3,196,073 | 2,129,367 |
Revenues from foreign customers | 89,694 | 88,368 | 160,931 | 194,737 |
1,911,678 | 1,193,554 | 3,357,004 | 2,324,104 | |
CAPEX | ||||
CAPEX corresponding to the segment “ICT Services provided in Argentina – Telecom Network” | 322,058 | 274,103 | ||
CAPEX corresponding to the segment “ICT Services provided in Argentina – TMA Network” | 121,853 | n/a | ||
CAPEX corresponding to the segment “Other segments” | 37,278 | 39,024 | ||
481,189 | 313,127 | |||
June 30, | December 31, | |||
Fixed and intangible assets | 2025 | 2024 | ||
Fixed and intangible assets corresponding to the segment “ICT Services provided in Argentina – Telecom Network” | 10,859,453 | 11,156,013 | ||
Fixed and intangible assets corresponding to the segment “ICT Services provided in Argentina – TMA Network” | 1,431,251 | n/a | ||
Fixed and intangible assets corresponding to the segment “Other segments” | 468,177 | 458,302 | ||
12,758,881 | 11,614,315 | |||
Borrowings | ||||
Borrowings corresponding to the segment “ICT Services provided in Argentina – Telecom Network” | 4,377,108 | 3,258,185 | ||
Borrowings corresponding to the segment “ICT Services provided in Argentina – TMA Network” | 5 | n/a | ||
Borrowings corresponding to the segment “Other segments” | 39,287 | 54,311 | ||
4,416,400 | 3,312,496 |
c) | Net earnings per share |
Basic earnings per share is calculated by dividing the net income attributable to the Controlling Company by the weighted average number of ordinary shares outstanding during the period. On the other hand, diluted earnings per share is computed by dividing the net income attributable to the Controlling Company for the period by the weighted average number of common shares issued and to be potentially issued at the end of the period. Since the Company has no dilutive potential common stock outstanding, basic and dilutive earnings per share amounts do not differ.
For the six and three-month periods ended June 30, 2025, and 2024, the weighted average number of shares outstanding amounted to 2,153,688,011.
d) | Financial reporting in hyperinflationary economies |
Since Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, the financial information expressed in Argentine pesos is restated in current currency of June 30, 2025.
The table below shows the evolution of the indexes as of June 30, 2025, and 2024 and December 31, 2024 according to official statistics (INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso vs. de US dollar for the same years / periods:
F-17
TELECOM ARGENTINA S.A. |
As of June 30, 2024 |
As of December 31, 2024 |
As of June 30, 2025 | |
National Consumer Price Index (National CPI) (December 2016=100) | 6,351.7 | 7,694.0 | 8,855.6 |
Variation in prices | |||
Annual | 271.5% | 117.8% | 39.4% |
Accumulated six months | 79.8% | n/a | 15.1% |
Accumulated three months since March 2024/2025 | 18.6% | n/a | 6.0% |
Banco Nación US$/$ exchange rate | 912.0 | 1,032.0 | 1,205.0 |
Variation in the exchange rate | |||
Annual | 255.3% | 27.7% | 32.1% |
Accumulated six months | 12.8% | n/a | 16.8% |
Accumulated three months since March 2024/2025 | 6.3% | n/a | 12.2% |
The Company followed the same restatement policies for items identified in the annual consolidated financial statements as of December 31, 2024.
e) | New Standards and Interpretations issued by the IASB |
New standards and amendments – applicable on January1, 2025
Standards and amendments |
Description | Mandatory application date for years beginning on or after |
Amendments to IAS 21 | Lack of Exchangeability: Evaluation when a currency is exchangeable into another currency; | January 1, 2025 |
The application of the detailed amendment did not generate any impact on the results of operations or the financial situation of the Company.
NOTE 2 – CASH AND CASH EQUIVALENTS AND INVESTMENTS
June 30, | December 31, | ||
Cash and cash equivalents | 2025 | 2024 | |
Cash and Banks (1) | 109,233 | 140,134 | |
Time deposits | 92,027 | 120,822 | |
Mutual funds | 129,692 | 105,420 | |
Total cash and cash equivalents | 330,952 | 366,376 |
(1) | As of June 30, 2025 and December 31, 2024 includes restricted funds for $8,032 million and $10,057 million, respectively, corresponding to the funds to be paid to clients. |
Investments | |||
Current | |||
Government bonds and Notes at fair value through profit or loss | 11,130 | 13,105 | |
Government bonds and Notes at fair value through OCI | 33,013 | - | |
Mutual funds | 814 | 23,747 | |
Others investment at amortized cost | 880 | 1,802 | |
45,837 | 38,654 | ||
Non- current | |||
Government bonds and Notes at fair value through OCI | 17,295 | - | |
Investments in associates and joint ventures (a) | 13,409 | 15,662 | |
Other investments | 29 | 1 | |
30,733 | 15,663 | ||
Total investments | 76,570 | 54,317 |
(a) | Information on Investments in associates and joint ventures is detailed below: |
F-18
TELECOM ARGENTINA S.A. |
Financial position information:
Companies | Nature of relationship |
Main activity | Country | Percentage of capital stock owned and voting rights (%) |
Valuation as of 06.30.2025 |
Valuation as of 12.31.2024 |
La Capital Cable (1) (2) | Associate | Closed-circuit television | Argentina | 50.00 | 5,581 | 5,422 |
OPH (1) | Joint venture | Holding | USA | 50.00 | 7,828 | 10,240 |
Total | 13,409 | 15,662 |
(1) Data about the issuer arises from extra-accounting information.
(2) Direct and indirect interest.
The evolution of investments in associates and joint ventures is as follows:
Balances as of December 31, 2024 |
Earnings (loss) of the period |
Currency translation adjustments |
Balances as of June 30, 2025 | |
La Capital Cable | 5,422 | 159 | - | 5,581 |
OPH | 10,240 | (1,899) | (513) | 7,828 |
15,662 | (*) (1,740) | (513) | 13,409 |
(*) In addition, a result of $(4) million corresponding to the sale of Parklet's equity stake in May 2025 was recognized (see Note 1.a).
Balances as of December 31, 2023 |
Dividends | Earnings (loss) of the period |
Currency translation adjustments |
Balances as of June 30, 2024 | |
Ver TV | 26,300 | (563) | (1,017) | - | 24,720 |
TSMA | 9,560 | (18) | (217) | - | 9,325 |
La Capital Cable | 5,634 | (583) | 35 | - | 5,086 |
OPH | 18,175 | - | (2,945) | (3,026) | 12,204 |
59,669 | (1,164) | (4,144) | (3,026) | 51,335 |
NOTE 3 – GOODWILL
Movements in Goodwill are as follows:
June 30, | ||
2025 | 2024 | |
At the beginning of the year | 3,881,864 | 3,869,779 |
Increases | - | 21,101 |
Decreases (1) | (4) | - |
Currency translation adjustments | 3,417 | (10,100) |
At the end of the period | 3,885,277 | 3,880,780 |
(1) | Corresponds to the sale of Parklet's equity stake in May 2025. |
NOTE 4 – PP&E
June 30, | December 31, | |
2025 | 2024 | |
PP&E | 5,719,015 | 5,037,236 |
Allowance for obsolescence and impairment of materials | (38,457) | (37,132) |
Accumulated impairment of others PP&E | (15,469) | (15,817) |
5,665,089 | 4,984,287 |
Movements in PP&E (without allowance for obsolescence and impairment of materials and accumulated impairment of others PP&E) are as follows:
F-19
TELECOM ARGENTINA S.A. |
June 30, | ||
2025 | 2024 | |
At the beginning of the year | 5,037,236 | 5,755,453 |
Acquisitions through business combination (*) | 868,422 | 2,546 |
CAPEX | 430,744 | 289,612 |
Currency translation adjustments | 4,945 | (170,459) |
Net carrying value of decreases | (951) | (537) |
Reclassified to Assets classified as held for sale (**) | (98) | (2,483) |
Depreciation of the period | (621,283) | (593,709) |
At the end of the period | 5,719,015 | 5,280,423 |
(*) For June 30, 3025, it corresponds to the acquisition of TMA (see Note 16). For June 30, 2024, it corresponds to the acquisition of Naperville.
(**) Corresponds to properties that the Company has considered available for sale and meet the requirements of IFRS 5 for their classification.
Movements in the allowance for obsolescence and impairment of materials are as follows:
June 30, | ||
2025 | 2024 | |
At the beginning of the year | (37,132) | (55,123) |
(Increases)/Decreases | (1,303) | 9,198 |
Currency translation adjustments | (22) | 534 |
At the end of the period | (38,457) | (45,391) |
Movements in the accumulated impairment of others PP&E are as follows:
June 30, | ||
2025 | 2024 | |
At the beginning of the year | (15,817) | (6,214) |
Decreases | 348 | 558 |
At the end of the period | (15,469) | (5,656) |
NOTE 5 – INTANGIBLE ASSETS
June 30, | December 31, | ||
2025 | 2024 | ||
Intangible assets | 2,569,533 | 2,267,701 | |
Impairment allowance | (85,030) | (85,030) | |
2,484,503 | 2,182,671 |
Movements in Intangible assets (without considering the impairment allowance) are as follows:
June 30, | |||
2025 | 2024 | ||
At the beginning of the year | 2,267,701 | 2,356,869 | |
Acquisitions through business combination (*) | 342,750 | - | |
CAPEX | 50,445 | 23,515 | |
Currency translation adjustments | 98 | (8,792) | |
Amortization of the period | (91,461) | (68,525) | |
At the end of the period | 2,569,533 | 2,303,067 |
(*) See Note 16.
The evolution of the provision for impairment of intangible assets is as follows:
June 30, | |||
2025 | 2024 | ||
At the beginning of the year | (85,030) | (85,011) | |
Increases | - | - | |
At the end of the period | (85,030) | (85,011) |
F-20
TELECOM ARGENTINA S.A. |
NOTE 6 – RIGHT OF USE ASSETS
Movements in right of use assets are as follows:
June 30, | ||
2025 | 2024 | |
At the beginning of the year | 565,493 | 540,608 |
Acquisitions through business combination (*) | 134,547 | - |
Increase | 92,053 | 127,366 |
Net carrying value of decreases | (4,818) | (413) |
Currency translation adjustments | 324 | (16,277) |
Amortization of the period | (116,089) | (115,118) |
At the end of the period | 671,510 | 536,166 |
(*) See Note 16.
NOTE 7 – BORROWINGS
June 30, | December 31, | ||
Current | 2025 | 2024 | |
Bank overdrafts – principal | 316,754 | 142,083 | |
Bank and other financial entities loans – principal | 145,872 | 162,662 | |
Notes – principal | 594,379 | 748,922 | |
Loans for purchase of equipment | 11,082 | 7,412 | |
Interest and related expenses | 303,886 | 173,613 | |
1,371,973 | 1,234,692 | ||
Non-current | |||
Notes – principal | 1,779,487 | 1,501,549 | |
Bank and other financial entities loans – principal | 374,771 | 156,715 | |
Loans for purchase of equipment | 14,239 | 9,124 | |
Interest and related expenses | 875,930 | 410,416 | |
3,044,427 | 2,077,804 | ||
Total borrowings | 4,416,400 | 3,312,496 |
Movements in Borrowings are as follows:
Cash items | Non-cash items | Total | |
At the beginning of the year | 3,312,496 | ||
Proceeds from borrowings – principal | 2,330,382 | 1 | 2,330,383 |
Issuance costs payable | - | (1,389) | (1,389) |
Payment of borrowings – principal | (1,322,855) | - | (1,322,855) |
Repurchase of Notes | (4,801) | - | (4,801) |
Payment of interests and related expenses | (321,693) | - | (321,693) |
Payment of DFI | (1,381) | - | (1,381) |
Proceed from bank overdrafts net of payment (*) | 201,194 | - | 201,194 |
Accrued interest and other financial cost | - | 129,386 | 129,386 |
Foreign currency exchange gains | - | 94,399 | 94,399 |
Currency translation adjustments | - | 661 | 661 |
Total at 06.30.25 | 880,846 | 223,058 | 4,416,400 |
F-21
TELECOM ARGENTINA S.A. |
Cash items | Non-cash items | Total | |
At the beginning of the year | 5,333,844 | ||
Proceeds from borrowings – principal | 93,181 | 14,650 | 107,831 |
Payment of borrowings – principal | (313,797) | - | (313,797) |
Payment of interests and related expenses | (214,000) | - | (214,000) |
Payment of DFI | (1,029) | - | (1,029) |
Proceed from bank overdrafts net of payment (*) | 275,069 | - | 275,069 |
Accrued interest and other financial cost | - | 179,185 | 179,185 |
Foreign currency exchange gains | - | (1,742,121) | (1,742,121) |
Currency translation adjustments | - | (50,262) | (50,262) |
Total at 06.30.24 | (160,576) | (1,598,548) | 3,574,720 |
(*) Includes $(273) million and $(14) million as of June 30, 2025 and 2024, respectively, related to payment of bank overdrafts.
Recent developments of Borrowings for the six-month period ended June 30, 2025, are detailed below:
a) | Notes |
Series | Currency |
Amount (in millions) |
Issuance date |
Maturity date |
Amortization | Interest rate | Interest payment date |
24 | US$ | 800(1) | May 28, 2025 | May 28, 2033 |
In two installments: (i) 50% in 05/2032 and (ii) 50% in 05/2033 |
9.25% |
Semiannual basis |
(1) | The Company issued Notes for a nominal value of US$800 million. Since the issuance was made below par, the amount involved was US$789 million and the Company received net proceeds of US$785 million (equivalent to $925,109 million in current currency as of June 30, 2025), which were used to prepay part of the loans obtained for the acquisition of TMA. |
b) | Bank and other financing entities loans |
Loans related to the acquisition of TMA
The acquisition of TMA, described in Note 16, was financed through two loans totaling US$1,170 million (net of issuance costs US$ 1,142 million, equivalent to $ 1,364,891 million in current currency as of June 30, 2025).
Its main characteristics are:
Entities | Currency | Principal residual nominal value |
Residual Nominal Capital |
Maturity date | Amortization | Interest rate |
Spread | Interest payment date |
(in millions) | (in millions) | |||||||
Syndicated loan (1) | US$ | 970 | 320 | 02/2029 | In one installment at maturity date | Variable annual rate: SOF 3 months | Between 4.00% and 7.00% | Quarterly basis |
Bilateral loan (2) | US$ | 200 | 66 | Between 02/2028 and 02/2030 | Semiannually from 02/2028 | Variable annual rate: SOF 3 months | 4.00% | Quarterly basis |
(1) | An unsecured syndicated loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A. |
(2) | An unsecured bilateral loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U., governed by Argentine law. |
On May 29, 2025 the Company applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$650 million and interest equal US$0.3 million under the Syndicated Loan (equivalent to $782,177 million in current currency as of June 30, 2025) and, (ii) prepay a principal amount equal to US$134 million and interest equal to US$0.1 million under the Bilateral Loan (equivalent to $161,002 million in current currency as of June 30, 2025). As of June 30, 2025 the outstanding balance of these loans amounts to $433,897 million.
These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s consolidated financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”.
F-22
TELECOM ARGENTINA S.A. |
c) | Compliance with covenants |
As of the date of issuance of these unaudited condensed consolidated financial statements, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the loan agreements in force as of June 30, 2025, and is also in compliance with the rest of the covenants established.
NOTE 8 – INCOME TAX AND DEFERRED INCOME TAX ASSETS/LIABILITIES
Movements in income tax liabilities are as follows:
June 30, | ||
2025 | 2024 | |
At the beginning of the year | (5,248) | (3,915) |
Current income tax expense | (223,343) | (7,721) |
Payments | 5,215 | 4,137 |
RECPAM and currency translation adjustments | 21,480 | 1,916 |
Income tax withholdings | 57,802 | 180 |
At the end of the period | (144,094) | (5,403) |
Movements in Deferred Income tax assets/(liabilities), net are as follows:
June 30, | ||
2025 | 2024 | |
At the beginning of the year | (1,585,745) | (1,121,176) |
Increases in Deferred tax | 188,870 | (496,294) |
Currency translation adjustments | 132 | (5,319) |
Other comprehensive income | (311) | (488) |
Acquisitions through business combination (*) | 343,912 | - |
Other | - | (298) |
At the end of the period | (1,053,142) | (1,623,575) |
Net deferred tax assets | 366,099 | 29,144 |
Net deferred tax liabilities | (1,419,241) | (1,652,719) |
(*) See Note 16.
As of June 30, 2025, Telecom and some subsidiaries have cumulative tax loss carryforwards of $172,761 million, that represents a deferred tax asset of $60,169 million.
Income tax expense differed from the amounts computed by applying the statutory income tax rate of each company to pre-tax income as a result of the following:
June 30, | ||
2025 | 2024 | |
Profit (loss) | ||
Income (expenses) before income tax | (41,081) | 1,701,945 |
Non-taxable items – Losses from associates and joint ventures | 1,744 | 4,144 |
Non-taxable items – Other | (16,917) | (2,597) |
Restatement in current currency of Equity, goodwill and other | 450,253 | 966,544 |
Subtotal | 393,999 | 2,670,036 |
Average statutory income tax rate | 33.10% | 34.69% |
Income tax expense at statutory tax rate of each company | (130,428) | (926,223) |
Deferred tax liability restatement in current currency and other | 294,043 | 1,268,391 |
Income tax inflation adjustment | (196,330) | (845,463) |
Income tax on cash dividends of foreign companies | (1,758) | (720) |
Income tax expense (*) | (34,473) | (504,015) |
Current tax | (223,343) | (7,721) |
Deferred tax | 188,870 | (496,294) |
Income tax expense | (34,473) | (504,015) |
(*) Includes $(485) million and $3,780 million for
the six-month periods ended June 30, 2025 and 2024, respectively, corresponding to adjustments made in the respective 2024 and 2023 tax
returns. It also includes $298 million for the six-month period ended June 30, 2024, related to a creditable withholding originated in
the subsidiary MFH, which is not an income tax liable entity.
F-23
TELECOM ARGENTINA S.A. |
NOTE 9 – PROVISIONS AND ALLOWANCES
The evolution of the allowances deducted from the asset (excluding PP&E and intangible assets) is detailed below:
Trade receivables | Other receivables | Inventories | ||||
06.30.25 | 06.30.24 | 06.30.25 | 06.30.24 | 06.30.25 | 06.30.24 | |
At the beginning of the year | (109,028) | (88,033) | (1,553) | (4,396) | (8,959) | (3,426) |
(Increases) | (66,223) | (49,192) | (152) | (514) | (932) | (2,307) |
Acquisitions through business combination (*) | (113,385) | - | - | - | - | - |
Uses and others | 23,755 | (1,200) | - | - | 556 | 177 |
RECPAM and currency translation adjustments | 24,951 | 47,401 | 94 | 1,969 | (2) | - |
At the end of the period | (239,930) | (91,024) | (1,611) | (2,941) | (9,337) | (5,556) |
(*) See Note 16.
The evolution of provisions as of June 30, 2025, and 2024 is as follows:
Legal Claims and contingent liabilities |
Asset retirement obligations |
Total provisions | ||||
06.30.25 | 06.30.24 | 06.30.25 | 06.30.24 | 06.30.25 | 06.30.24 | |
Current provisions | ||||||
At the beginning of the year | 4,470 | 13,384 | - | - | 4,470 | 13,384 |
Acquisitions through business combination (*) | 13,279 | - | 3,552 | - | 16,831 | - |
Increases - Principal | 350 | 238 | - | - | 350 | 238 |
Payments | (23,503) | (14,480) | - | - | (23,503) | (14,480) |
Reclassifications | 33,667 | 15,013 | 7,452 | - | 41,119 | 15,013 |
RECPAM, currency translation adjustments and others | 6,393 | (4,778) | (85) | - | 6,308 | (4,778) |
Total current provisions | 34,656 | 9,377 | 10,919 | - | 45,575 | 9,377 |
Non-current provisions | ||||||
At the beginning of the year | 26,252 | 32,099 | 34,577 | 33,360 | 60,829 | 65,459 |
Acquisitions through business combination (*) | 169,196 | - | 52,919 | - | 222,115 | - |
Capital - Other operating costs, net | 14,964 | 9,870 | - | - | 14,964 | 9,870 |
Capital - Right-of-use assets | - | - | 8,459 | 18,742 | 8,459 | 18,742 |
Increase - Other interest, net | 29,454 | 10,143 | 4,649 | - | 34,103 | 10,143 |
Payments | (63) | (39) | (1,023) | - | (1,086) | (39) |
Reclassifications | (33,667) | (15,013) | (7,452) | - | (41,119) | (15,013) |
RECPAM, currency translation adjustments and others | (25,027) | (9,231) | (10,303) | (16,491) | (35,330) | (25,722) |
Total non-current provisions | 181,109 | 27,829 | 81,826 | 35,611 | 262,935 | 63,440 |
(*) See Note 16.
TMA is subject to various lawsuits and claims in labor, tax, regulatory, and other matters, considered in the course of its ordinary business. Information on legal claims and contingent liabilities by their nature is detailed below:
Labor contingencies | 140,567 |
Tax contingencies | 5,315 |
Civil and regulatory contingencies | 36,593 |
Total | 182,475 |
Labor contingencies mainly derive from:
· | Joint and several liabilities in labor matters; |
· | Occupational accidents and diseases; and |
· | Salary differences and other compensation payments. |
Tax contingencies mainly derive from claims from ARCA, provincial tax authorities and municipalities. In this case, they primarily relate to:
· | Municipal fees; and |
· | National and provincial taxes. |
F-24
TELECOM ARGENTINA S.A. |
Civil and regulatory contingencies relate to civil, commercial, administrative litigation, regulatory, and other matters. In this case, they primarily relate to:
· | damages; |
· | regulatory claims; |
· | claims relating to accountability; and |
· | fines imposed by regulatory authorities. |
Given the nature of the risks covered by these provisions, it is not possible to precisely determine the probable dates of potential payments.
In addition to the aforementioned contingencies, there are other claims filed against TMA by different customer associations related to the industry and market common issues, some of which are in their initial stages. Considering the time elapsed since the acquisition, these claims are being analysed for the purpose of making an appropriate estimation and valuation to be considered in the final allocation of the PPA within the timeframes provided by IFRS 3, given that these estimations involve significant judgments that require more time and additional information for their final allocation. However, based on this preliminary assessment, the final impact of these contingencies, if they occur, is not expected to significantly affect the Company's financial position, results of operation or liquidity.
NOTE 10 – ADDITIONAL INFORMATION OF FINANCIAL ASSETS AND LIABILITIES
Financial assets and liabilities denominated in foreign currencies
Financial assets and liabilities denominated in foreign currencies as of June 30, 2025, and December 31, 2024 are the following:
06.30.2025 | 12.31.2024 | |
In equivalent millions of Argentine pesos | ||
Assets | 464,701 | 409,138 |
Liabilities | (4,715,823) | (3,024,694) |
Net Liabilities | (4,251,122) | (2,615,556) |
Offsetting of financial assets and financial liabilities
The following table presents financial assets and liabilities that are offset as of June 30, 2025, and December 31, 2024:
As of June 30, 2025 | ||||
Trade receivables |
Other receivables |
Trade payables |
Other liabilities | |
Current and non-current assets (liabilities) - Gross value | 732,773 | 51,099 | (957,344) | (13,748) |
Offsetting | (3,764) | (3,613) | 3,764 | 3,613 |
Current and non-current assets (liabilities) – Book value | 729,009 | 47,486 | (953,580) | (10,135) |
As of December 31, 2024 | ||||
Trade receivables |
Other receivables |
Trade payables |
Other liabilities | |
Current and non-current assets (liabilities) - Gross value | 360,092 | 26,964 | (549,702) | (24,259) |
Offsetting | (18,917) | (4,089) | 18,918 | 4,089 |
Current and non-current assets (liabilities) – Book value | 341,175 | 22,875 | (530,784) | (20,170) |
Fair value hierarchy and other disclosures
The measurement at fair value of the financial instruments of Telecom are classified according to the three levels set out in IFRS 13:
- | Level 1: Fair value determined by quoted prices (unadjusted) in active markets for identical assets or liabilities. |
- | Level 2: Fair value determined based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (e.g. as prices) or indirectly (e.g. derived from prices). |
- | Level 3: Fair value determined by unobservable inputs where the reporting entity is required to develop its own assumptions. |
F-25
TELECOM ARGENTINA S.A. |
Financial assets and liabilities recognized at fair value as of June 30, 2025, and December 31, 2024, and the level of hierarchy are listed below:
As of June 30, 2025 | Level 1 | Level 2 | Total |
Assets | |||
Current Assets | |||
Mutual Funds (1) (2) | 133,718 | - | 133,718 |
Government bonds (1) (2) | 44,143 | - | 44,143 |
Other receivables: Compensation received for company acquisitions (3) | - | 1,169 | 1,169 |
Other receivables: DFI (4) | - | 377 | 377 |
Non-current Assets | |||
Government bonds (1) | - | 17,295 | 17,295 |
Other receivables: Compensation received for company acquisitions (3) | - | 2,068 | 2,068 |
Total assets | 177,861 | 20,909 | 198,770 |
Liabilities | |||
Current Liabilities | |||
Other liabilities: Debt for acquisition of NYSSA (3) | - | 625 | 625 |
Total liabilities | - | 625 | 625 |
As of December 31, 2024 | Level 1 | Level 2 | Total |
Assets | |||
Current Assets | |||
Mutual Funds (1) (2) | 107,222 | - | 107,222 |
Government bonds (1) (2) | 13,105 | - | 13,105 |
Other receivables: Compensation received for company acquisitions (3) | - | 1,242 | 1,242 |
Non-current Assets | |||
Other receivables: Compensation received for company acquisitions (3) | - | 2,782 | 2,782 |
Total assets | 120,327 | 4,024 | 124,351 |
Liabilities | |||
Current Liabilities | |||
Other liabilities: Debt for acquisition of NYSSA (3) | - | 740 | 740 |
Non-current Liabilities | |||
Other liabilities: Debt for acquisition of NYSSA (3) | - | 692 | 692 |
Total liabilities | - | 1,432 | 1,432 |
(1) | The Mutual funds are included in Cash and cash equivalents, Investments and Guarantee of financial operations included in Other receivables. The Government bonds are included in Investments. |
(2) | The fair value is based on information obtained from active markets and corresponds to quoted market prices as of period-end. A market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. |
(3) | The fair value was determined by the variation between the quoted values of certain public securities in foreign currency and Argentine pesos. |
(4) | DFI for forward purchases of US dollars, calculated by the variation between the market prices at the end of the period and the time of agreement. |
In relation to the fair values set forth above, as of June 30, 2025, there were no changes in the methods and assumptions used with respect to what was reported in Note 22 to the consolidated financial statements as of December 31, 2024.
The Company also has certain financial instruments that are not measured at fair value for which the book value approximates their fair value, except for:
Borrowings
As of June 30, 2025, the fair value of borrowings is as follows:
Carrying Value | Fair Value | |
Notes | 3,328,903 | 3,238,817 |
Other borrowings | 1,087,497 | 1,137,137 |
4,416,400 | 4,375,954 |
F-26
TELECOM ARGENTINA S.A.
The fair value of the loans was assessed as follows:
a) | The fair value of Notes traded in active markets was measured based on quoted market prices at the end of the reporting period. As a result, its valuation classifies as Level 1. |
b) | The fair value of Notes that are not traded in an active market was measured based on quotes provided by first-tier financial entities, so their valuation qualifies as Level 2. |
c) | For the rest of the borrowings, the fair values were calculated based on cash flows discounted using a current lending rate, so as they are classified as level 3. |
NOTE 11 – PURCHASE COMMITMENTS
As of June 30, 2025 and December 31, 2024, the Company has entered into various purchase commitments with domestic and from abroad amounting to approximately $1,075,487 million and $1,141,270 million, respectively (of which $249,775 million and $348,775 million corresponds to Fixed and intangible assets commitments, respectively). These purchase commitments include those that contain “take or pay” clauses, which force the buyer to purchase a quantity of a product or service in a period, usually annually, or, alternatively, to pay that amount even if it has not been taken or accepted to receive it.
NOTE 12 – REVENUES
Three month period ended | Six month period ended | ||||||||
June 30, | June 30, | ||||||||
2025 | 2024 | 2025 | 2024 | ||||||
Mobile Services | 947,429 | 477,381 | 1,604,897 | 937,473 | |||||
Internet Services | 402,750 | 304,280 | 744,556 | 582,878 | |||||
Cable Television Services | 203,643 | 171,213 | 386,699 | 338,872 | |||||
Fixed and Data Services | 230,482 | 150,277 | 394,652 | 308,555 | |||||
Other services revenues | 13,909 | 11,781 | 30,182 | 24,734 | |||||
Subtotal services revenues | 1,798,213 | 1,114,932 | 3,160,986 | 2,192,512 | |||||
Equipment revenues | 113,465 | 78,622 | 196,018 | 131,592 | |||||
Total Revenues | 1,911,678 | 1,193,554 | 3,357,004 | 2,324,104 |
NOTE 13 – OPERATING EXPENSES
The main components of the operating expenses are the following:
Three month period ended | Six month period ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||
Cost of equipment | Profit/(loss) | ||||||||||||
Inventory balance at the beginning of the year (*) | (137,964) | (77,936) | (78,528) | (82,451) | |||||||||
Plus: | |||||||||||||
Acquisitions through business combinations (**) | - | - | (68,015) | - | |||||||||
Purchases | (80,829) | (53,749) | (133,995) | (92,597) | |||||||||
Other | 1,459 | 3,787 | 2,772 | 7,713 | |||||||||
Less: | |||||||||||||
Inventory balance at the end of the period (*) | 129,840 | 64,377) | 129,840 | 64,377 | |||||||||
(87,494) | (63,521) | (147,926) | (102,958) |
(*) Without considering allowance for obsolescence.
(**) See Note 16.
Operating expenses disclosed by function of expense amounted to $3,180,977 million and $2,410,679 million for the six-month period ended June 30, 2025, and 2024, respectively are as follows:
F-27
TELECOM ARGENTINA S.A.
Concept | Operating costs | Administration costs | Commercialization costs | Other
expenses | Total
06.30.25 | Total
06.30.24 | |||||||||||
Employee benefit expenses and severance payments | (428,811) | (139,924) | (234,604) | - | (803,339) | (549,934) | |||||||||||
Interconnection costs and transmission costs | (94,450) | - | - | - | (94,450) | (74,385) | |||||||||||
Fees for services, maintenance, materials and supplies | (148,942) | (94,260) | (181,881) | - | (425,083) | (319,234) | |||||||||||
Taxes and fees with the Regulatory Authority | (286,539) | 2,342 | (4,941) | - | (289,138) | (180,302) | |||||||||||
Commissions and advertising | - | - | (182,714) | - | (182,714) | (120,828) | |||||||||||
Cost of equipment and handsets | (147,926) | - | - | - | (147,926) | (102,958) | |||||||||||
Programming and content costs | (163,277) | - | - | - | (163,277) | (130,200) | |||||||||||
Bad debt expenses | - | - | (66,223) | - | (66,223) | (49,192) | |||||||||||
Other operating expenses, net | (114,706) | (35,632) | (27,363) | - | (177,701) | (106,813) | |||||||||||
Depreciation, amortization and impairment of Fixed and intangible assets | (696,290) | (87,614) | (47,539) | 317 | (831,126) | (776,833) | |||||||||||
Total as of 06.30.25 | (2,080,941) | (355,088) | (745,265) | 317 | (3,180,977) | ||||||||||||
Total as of 06.30.24 | (1,592,380) | (309,564) | (509,254) | 519 | (2,410,679) |
NOTE 14 – FINANCIAL RESULTS
Three month period ended | Six month period ended | |||||||||||
June 30, | June 30, | |||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||
Interests on borrowings (*) | (78,869) | (30,475) | (130,919) | (74,063) | ||||||||
Remeasurement in borrowings (**) | (4,769) | (54,406) | 1,533 | (103,189) | ||||||||
Foreign currency exchange gains (losses) on borrowings (***) | (228,274) | 330,263 | (91,743) | 1,741,513 | ||||||||
Total financial results from borrowings | (311,912) | 245,382 | (221,129) | 1,564,261 | ||||||||
Fair value gains (losses) on financial assets at fair value through profit or loss | (28,647) | 18,268 | (30,730) | (21,020) | ||||||||
Other foreign currency exchange gains | 5,502 | 49,724 | 19,957 | 211,153 | ||||||||
Other interests, net | 25,125 | 2,311 | 20,434 | 11,462 | ||||||||
Other taxes and bank expenses | (32,632) | (42,752) | (52,803) | (68,575) | ||||||||
Financial expenses on pension benefits | (2,008) | (927) | (3,159) | (2,107) | ||||||||
Financial discounts on assets, debts and others | (2,818) | (10,071) | (8,999) | (10,515) | ||||||||
RECPAM | 25,000 | 20,890 | 61,065 | 108,005 | ||||||||
Total other financial results, net | (10,478) | 37,443 | 5,765 | 228,403 | ||||||||
Total financial results, net | (322,390) | 282,825 | (215,364) | 1,792,664 |
(*) Includes $1,933 million corresponding to net income generated by DFI for the six-month period ended June 30, 2024. Includes $841 million corresponding to net income generated by DFI for the three-month period ended June 30, 2024.
(**) Related to Notes issued in UVA.
(***) Include $2,656 million and $(608) million corresponding to net exchange differences generated by DFI for the six-month periods ended June 30, 2025, and 2024, respectively. Include $2,542 million and $793 million corresponding to net exchange differences generated by DFI for the three-month periods ended June 30, 2025, and 2024, respectively.
NOTE 15 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a) | Controlling Company |
CVH is the controlling company of Telecom Argentina.
F-28
TELECOM ARGENTINA S.A.
b) | Balances with Related parties |
· | Associates and joint venture |
CURRENT ASSETS | June 30, | December 31, | ||||||||
Trade receivables | 2025 | 2024 | ||||||||
OPH | Joint venture | 61 | 53 | |||||||
61 | 53 |
CURRENT LIABILITIES | June 30, | December 31, | ||||||||
Trade payables | 2025 | 2024 | ||||||||
La Capital Cable | Associate | 199 | 238 | |||||||
OPH | Joint venture | 5 | 548 | |||||||
204 | 786 | |||||||||
Other liabilities | ||||||||||
OPH | Joint venture | - | 3,466 | |||||||
- | 3,466 | |||||||||
NON - CURRENT LIABILITIES | ||||||||||
Other liabilities | ||||||||||
OPH | Joint venture | - | 3,172 | |||||||
- | 3,172 |
· | Other Related parties |
CURRENT ASSETS | June 30, | December 31, | ||||||
Trade receivables | 2025 | 2024 | ||||||
Other related parties | 2,666 | 2,158 | ||||||
2,666 | 2,158 | |||||||
Other receivables | ||||||||
Other related parties | 742 | 730 | ||||||
742 | 730 | |||||||
CURRENT LIABILITIES | ||||||||
Trade payables | ||||||||
Other related parties | 13,228 | 13,977 | ||||||
13,228 | 13,977 | |||||||
Dividends payable | ||||||||
Other related parties | 799 | - | ||||||
799 | - |
c) | Transactions with Related parties |
· | Associates and joint ventures |
Transaction | Kind of related party | Six-month period ended June 30, | ||||||||||
2025 | 2024 | |||||||||||
Profit (loss) | ||||||||||||
Revenues | ||||||||||||
La Capital Cable | Services revenues and other revenues | Associate | 64 | 120 | ||||||||
Ver TV | Services revenues and other revenues | Associate | - | 49 | ||||||||
OPH | Services revenues and other revenues | Joint venture | 288 | 198 | ||||||||
352 | 367 | |||||||||||
Operating costs | ||||||||||||
La Capital Cable | Fees for services | Associate | (1,017 | ) | (602 | ) | ||||||
(1,017 | ) | (602 | ) |
F-29
TELECOM ARGENTINA S.A.
· | Other Related parties |
Transaction | Six-month period ended June 30, |
|||||||||
2025 | 2024 | |||||||||
Profit (loss) | ||||||||||
Revenues | ||||||||||
Other related parties | Services and advertising revenues | 3,517 | 3,428 | |||||||
3,517 | 3,428 |
Operating costs | |||||||||
Other related parties | Programming costs | (20,691 | ) | (20,544) | |||||
Other related parties | Editing and distribution of magazines | (1,834 | ) | (2,575) | |||||
Other related parties | Advisory services | (5,454 | ) | (3,308) | |||||
Other related parties | Advertising purchases | (962 | ) | (698) | |||||
Other related parties | Other purchases and commissions | (6,206 | ) | (1,850) | |||||
(35,147 | ) | (28,975) |
The transactions discussed above were made on an arm length transaction basis. When Telecom’s transactions represented more than 1% of its total shareholders’ equity, they were approved according to Law No. 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.
NOTE 16 – RECENT DEVELOPMENTS CORRESPONDING TO THE SIX-MONTH PERIOD ENDED JUNE 30, 2025
a) | Business combination: “Acquisition of TMA” |
On February 24, 2025 (the “Acquisition Date”), the Company acquired 86,460,983,849 common shares of TMA, representing 99.999625% of its capital stock, acquiring control. TMA is a company incorporated in the Republic of Argentina, providing mobile and fixed telephony, fixed broadband, and video services on a national scale in Argentina.
The purpose of the acquisition was to enhance the quality of existing services and to expand the coverage and capacity of both mobile and fixed networks.
The contractual purchase price for this transaction was US$1,245 million ($1,452,434 million in current currency as of June 30, 2025), which was settled in the following manner: (a) by assuming a debt owed by the seller to TMA in the amount of US$126 million ($146,890 million in current currency as of June 30, 2025); and (b) as consideration transferred (“consideration paid”), pursuant to IFRS 3, the remaining balance of US$1,119 million ($1,305,544 million in current currency as of June 30, 2025), which was paid in cash using funds obtained from two loans (See Note 7).
The assets and liabilities in millions recognized as a result of the acquisition are as follows:
F-30
TELECOM ARGENTINA S.A.
(In current currency at the acquisition date) | (In current currency as of June 30, 2025) | |||
Cash and cash equivalents | 149,678 | 164,589 | ||
Investment | 88,434 | 97,248 | ||
Trade receivables | 335,696 | 369,152 | ||
Other receivables | 69,289 | 76,195 | ||
Inventories | 61,851 | 68,015 | ||
Assets classified as held for sale | 2,366 | 2,602 | ||
Deferred income tax assets | 313,988 | 343,912 | ||
PP&E | 797,587 | 868,422 | ||
Intangible assets | 311,686 | 342,750 | ||
Right of use assets | 137,014 | 150,669 | ||
Investment properties | 52,764 | 58,023 | ||
Trade payables | (430,015) | (462,862) | ||
Salaries and social security payables | (139,583) | (153,494) | ||
Other taxes payables | (193,325) | (212,592) | ||
Leases liabilities | (106,991) | (117,654) | ||
Other liabilities | (45,920) | (50,485) | ||
Provisions | (217,291) | (238,946) | ||
Net identifiable assets acquired | 1,187,228 | 1,305,544 |
The preliminary fair value of the acquired trade receivables is $369,152 million in current currency as of June 30, 2025. The gross contractual amount for trade receivables due is $482,537 million, with a loss allowance of $113,385 million recognized on acquisition.
The Company's management conducted a preliminary assessment of the PPA. It should be noted that this is a preliminary assessment, since the valuation of certain assets and liabilities involves significant judgments that require additional time and information. Therefore, as of the date of these unaudited condensed consolidated financial statements, no goodwill has been recognized. Once the PPA determination is completed, within the timeframes provided for by IFRS 3, any resulting effects will be recognized.
Impact on Operations for the period
The acquired business generated revenues from ordinary activities in the amount of $968,814 million and net loss in the amount of $13,761 million from the acquisition date to June 30, 2025. Had the acquisition been conducted as of January 1, 2025, the revenues from ordinary activities and net income contributed by the acquired business would have amounted to $1,452,096 million and $105,220 million, respectively, (not including the effect of any reciprocal operations that may exist).
Regulatory Impact of the Acquisition
As of the date of these unaudited condensed consolidated financial statements, the Company has duly submitted the required filings in connection with the acquisition of TMA and has initiated the necessary proceedings before CNDC and ENACOM in order to obtain, respectively, the approval of the Argentine Secretariat of Industry and Trade (or any successor authority acting as the enforcement authority of Law No. 27,442) for the economic concentration resulting from the acquisition of TMA, and the approval of ENACOM for the change of control. The filing with CNDC was made on March 3, 2025, and the filing with ENACOM was made on March 7, 2025, in both cases in accordance with the applicable regulatory framework.
F-31
TELECOM ARGENTINA S.A.
Both administrative proceedings are currently pending. On March 21, 2025, a Resolution has been issued by the Secretariat of Industry and Trade, whereby it ordered, as a provisional measure pursuant to Article 44 of Law No. 27,442, that, for a period of six months or until the Secretariat of Industry and Trade issues a decision regarding the approval, approval subject to conditions, or denial of the authorization of the transaction pursuant to Article 14 of such law, whichever occurs first, the Company must refrain from carrying out any legal, corporate and/or commercial acts that would directly or indirectly result in the integration or consolidation of TMA’s business with that of the Company. This includes any initiative aimed at unifying or integrating the personnel of TMA and the Company, as well as any exchange of competitively sensitive information with TMA, such as pricing and pricing strategies, costs and margins, business plans and commercial strategies, customer and supplier information, investment plans, among others. The Company must also comply with the reciprocal infrastructure sharing agreements entered into by the Company and TMA prior to the acquisition. The Resolution does not alter the manner in which the Company and TMA operate, since the Acquisition Date, as they continue to be companies that conduct their business independently, and each has its own Board of Directors and management.
On April 6, 2025, the Company appealed this resolution before the Secretary of Industry and Commerce and the CNDC. The Company has also appealed the note of the Secretary of Industry and Commerce dated March 27, 2025, addressed to the CNDC, through which a monitoring agent of the Company and TMA was appointed. On June 5, 2025, the Company was notified of the decision of the Chamber III of the Federal Court of Appeals on Civil and Commercial Matters, which resolved to grant the Company’s appeal, and further ordering the Secretary of Industry and Commerce to refrain from taking any measure contrary to such suspension.
In addition, on June 19, 2025, the Company was notified of a Resolution of the Secretary of Industry and Commerce, through which, the Company was notified of the technical report issued by the CNDC, which constitutes the objection report under Article 14 of Law No. 27,442.
This report does not represent a final resolution or the imposition of sanctions. Instead, it represents a procedural stage affording the parties the opportunity to exercise their right of defense, submit responses, or propose commitments to mitigate possible anticompetitive consequences.
Pursuant to the aforementioned resolution, the Secretary of Industry and Commerce granted the Company 15 days to submit any comments it deems appropriate regarding the preliminary objection report issued by the CNDC; and/or propose remedies it deems appropriate to mitigate the competitive effects outlined in the objection report. The Secretary also called for a special hearing to consider any such measures proposed by the Company, with the date to be set by the CNDC in due course.
The Company believes that the objection report was issued and notified prematurely, at too early a stage of the process, without all the necessary and/or relevant information and before all the relevant procedures set forth by Law No. 27,442 were completed. The Company does not agree with the preliminary conclusions expressed in the objection report and has focused on analyzing all CNDC statements therein and submitting all presentations and technical data it deemed appropriate in response to the report (including information incorporated into Form F2, which was submitted by the Company recently and is pending analysis by the CNDC).
On August 5, 2025, the Company duly and timely responded to the Preliminary Objection Report issued by the CNDC. Together with that submission, and without this being construed in any way as an acknowledgment that the transaction raises an antitrust concern, the Company expressed its willingness to consider potential commitments to address the provisional concerns outlined in the Preliminary Objection Report, which, if accepted by the CNDC and implemented by the Company, could constitute feasible remedies.
The Company believes that, under reasonable and normal market conditions, none of these proposed remedies would have a material adverse effect on the Company’s business or impair its ability to service its financial obligations.
The Company will exercise all rights available to it to review or challenge any decisions that it considers to be inconsistent with applicable Argentine law or the actual competitive conditions in each relevant market and jurisdiction.
There can be no assurance regarding the outcome of the post closing review of the Acquisition by regulatory authorities, even though, the Company, together with its legal advisors, has strong arguments to support its position.
F-32
TELECOM ARGENTINA S.A.
b) | Provisions of the Telecom Ordinary and Extraordinary Shareholders’ meeting |
At the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025, the shareholders of Telecom decided, among other:
(i) | To approve the Board of Directors’ proposal stated in current currency as of June 30, 2025 using the National Consumer Price Index pursuant to CNV Resolution No. 777/18 in connection with the Accumulated retained earnings as of December 31, 2024 for $1,165,244 million in current currency as of June 30, 2025: (a) allocate the amount of $56,686 million in current currency as of June 30, 2025 to “Legal Reserve”; (b) allocate the amount of $1,108,558 million in current currency as of June 30, 2025 to “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level”; (c) to reclassify the amount of $104,231 million in current currency as of June 30, 2025 from “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” and to be charged against the “Contributed Surplus”; |
(ii) | to delegate on the Board of Directors the power to reverse, before December 31, 2025 the “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” in an amount that allows distribution of dividends in cash or in non-cash or any combination of both options, for up to the maximum amount of distribution of US$300 million. |
NOTE 17 – SUBSEQUENT EVENTS TO JUNE 30, 2025
After June 30, 2025, the Company obtained the following financing:
a) | Notes |
Series | Currency |
Amount |
Issuance date |
Maturity date |
Amortization | Interest rate | Interest payment date |
25 | US$ | 50.5 (1) | 07/2025 | 07/2027 |
In one installment at maturity date
|
7.50% | Quarterly basis |
26 | $ | 57,962 | 07/2025 | 07/2026 |
In one installment at maturity date
|
TAMAS plus 4% | Quarterly basis |
24 | US$ | 200 (2) | 07/2025 | 05/2033 |
-In two installments i) 50% in May 2032 and ii) 50% in May 2033 |
9.25% | Semiannually |
(1) | Equivalent to $62,052 million. |
(2) | It corresponds to additional issuance of Series 24 Notes issued in May, 2025. This additional subscription price was above par, so the amount involved was US$208 million (equivalent to $273,520 million), which, net of issuance expenses, amount to US$207 million (equivalent to $272,205 million). |
On July 30, 2025, the Company applied the funds from the reopening of ON 24 to: (i) prepay a principal amount equivalent to US$168.8 million and interest equivalent to US$2.8 million under the Syndicated Loan (equivalent to $225,654 million) and, (ii) prepay an amount of principal equivalent to US$34.8 million and interest equivalent to US$0.6 million under the Bilateral Loan (equivalent to $46,551 million).
F-33
TELECOM ARGENTINA S.A.
b) | Bank and other financing entities loans |
Entities | Currency | Principal
residual nominal value |
Maturity date | Amortization | Interest rate | Spread | Interest payment date |
(in millions) | |||||||
Banco Macro S.A. | $ | 100,000 | 07/2028 |
In three installments: -33.33% in July, 2026 -33.33% in July, 2027 -33.33% in July, 2028
|
TAMAR | 6.60% | Quarterly basis |
Banco BBVA Argentina S.A. | $ | 50,000 | 01/2028 |
In three installments: -33.33% in January, 2027 -33.33% in July, 2027 -33.33% in January, 2028
|
TAMAR | 6.60% | Quarterly basis |
Industrial and Commercial Bank of China (Argentina) S.A.U. | RMB | 930 | 07/2028 |
In three installments: -33.33% in January, 2028 -33.33% in April, 2028 -33.33% in July, 2028
|
Fixed 6.15% | n/a | Quarterly basis |
Carlos Moltini | ||
Chairman of the Board of Directors |
F-34
OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2025
(In millions of Argentine pesos in current currency
- except per share data in Argentine pesos in current
currency- or as expressly indicated)
1. | General considerations |
As provided under Resolution No. 777 issued by the CNV on December 28, 2018, this operating and financial review and prospects discloses the comparative balances set forth below, restated to current currency as of June 30, 2025.
The table below shows the evolution of the national consumer price index (National CPI) and the Banco Nación U.S. dollar exchange rate used for the preparation of this operating and financial review and prospects, discussed in Note 1.d) to the unaudited condensed consolidated financial statements:
As of June 30, 2024 |
As of December 31, 2024 |
As of June 30, 2025 | |
National Consumer Price Index (National CPI) (December 2016=100) | 6,351.7 | 7,694.0 | 8,855.6 |
Variation in prices | |||
Annual / Interannual | 271.5% | 117.8% | 39.4% |
Accumulated six months | 79.8% | n/a | 15.1% |
Accumulated three months since March 2024/2025 | 18.6% | n/a | 6.0% |
Banco Nación US$/$ exchange rate | 912.0 | 1,032.0 | 1,205.0 |
Variation in the exchange rate | |||
Annual / Interannual | 255.3% | 27.7% | 32.1% |
Accumulated six months | 12.8% | n/a | 16.8% |
Accumulated three months since March 2024/2025 | 6.3% | n/a | 12.2% |
The National CPI has registered an increase of 39.4% as of June 30, 2025, as compared to June 30, 2024.
As disclosed in Note 16 to the unaudited condensed consolidated financial statements, on February 24, 2025, the Company acquired 99.999625% of the capital of TMA, exercising control over such company. Consequently, since then, the Company consolidates TMA, and, therefore, the Company's results for the six and three month periods ended June 30, 2025, reflect the results generated by TMA from the acquisition date. Accordingly, our results of operations for the six and three-month periods ended June 30, 2025, are not comparable to our results of operations for the six and three-month periods ended June 30, 2024.
2. | Telecom’s activities for the six-month period ended June 30, 2025 (“1H25”) and 2024 (“1H24”) |
1H25 | 1H24 | Variation | ||
$ million | $ million | % | ||
Revenues | 3,357,004 | 2,324,104 | 1,032,900 | 44.4 |
Employee benefit expenses and severance payments | (803,339) | (549,934) | (253,405) | 46.1 |
Interconnection and transmission costs | (94,450) | (74,385) | (20,065) | 27.0 |
Fees for services, maintenance, materials and supplies | (425,083) | (319,234) | (105,849) | 33.2 |
Taxes and fees with the Regulatory Authority | (289,138) | (180,302) | (108,836) | 60.4 |
Commissions and advertising | (182,714) | (120,828) | (61,886) | 51.2 |
Cost of equipment and handsets | (147,926) | (102,958) | (44,968) | 43.7 |
Programming and content costs | (163,277) | (130,200) | (33,077) | 25.4 |
Bad debt expenses | (66,223) | (49,192) | (17,031) | 34.6 |
Other operating expenses, net | (177,701) | (106,813) | (70,888) | 66.4 |
Depreciation, amortization and impairment of Fixed and intangible assets | (831,126) | (776,833) | (54,293) | 7.0 |
Operating income (loss) | 176,027 | (86,575) | 262,602 | n/a |
Losses from associates and joint ventures | (1,744) | (4,144) | 2,400 | (57.9) |
Financial results from borrowings | (221,129) | 1,564,261 | (1,785,390) | n/a |
Other financial results, net | 5,765 | 228,403 | (222,638) | (97.5) |
Income (loss) before income tax | (41,081) | 1,701,945 | (1,743,026) | n/a |
Income tax expense | (34,473) | (504,015) | 469,542 | (93.2) |
Net income (loss) for the period | (75,554) | 1,197,930 | (1,273,484) | n/a |
Net income (loss) attributable to: | ||||
Controlling Company | (83,792) | 1,187,416 | (1,271,208) | n/a |
Non-controlling interest | 8,238 | 10,514 | (2,276) | (21.6) |
(75,554) | 1,197,930 | (1,273,484) | n/a | |
Earnings (loss) per share for income attributable to the Controlling Company - Basic and diluted (in Argentine pesos) | (38.9) | 551.3 | ||
Adjusted EBITDA (1) | 1,007,153 | 690,258 | 316,895 | 45.9 |
(1) | Adjusted EBITDA is a non-GAAP measure, defined as our net income, less income tax, financial results (Financial results from borrowings and other financial results, net), losses from associates and joint ventures, and depreciation, amortization and impairment of Fixed and intangible assets. For further information on the use of adjusted EBITDA, see “Adjusted EBITDA”. |
In 1H25, net loss amounted to $75,554 million (compared to a net income of $1,197,930 million in 1H24), representing (2.3)% of revenues (compared to 51.5% of revenues in 1H24). The higher loss in 1H25 compared to 1H24 was mainly due to a decrease in financial result net of $2,008,028 million which was partially offset by an increase in operating income of $262,602 million and a lower income tax expense of $469,542 million. The net loss contributed by TMA amounted to $14,023 million.
In 1H25, Adjusted EBITDA totaled $1,007,153 million, representing 30.0% of revenues. Adjusted EBITDA in 1H24 totaled $690,258 million, representing 29.7% of revenues. The increase of $316,895 million in 1H25 compared to 1H24 was mainly due to the consolidation of the results of TMA, which contributed $226,799 million, along with an increase of revenues.
· | Revenues |
1H25 | 1H24 | Variation | ||
$ million | $ million | % | ||
Mobile Services | 1,604,897 | 937,473 | 667,424 | 71.2 |
Internet Services | 744,556 | 582,878 | 161,678 | 27.7 |
Cable Television Services | 386,699 | 338,872 | 47,827 | 14.1 |
Fixed and Data Services | 394,652 | 308,555 | 86,097 | 27.9 |
Other services revenues | 30,182 | 24,734 | 5,448 | 22.0 |
Subtotal Services revenues | 3,160,986 | 2,192,512 | 968,474 | 44.2 |
Equipment revenues | 196,018 | 131,592 | 64,426 | 49.0 |
Total Revenues | 3,357,004 | 2,324,104 | 1,032,900 | 44.4 |
During 1H25 revenues increased 44.4% or $1,032,900 million compared to 1H24 amounting to $3,357,004 million. The increase in revenues was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $957,634 million of total revenues.
Services revenues amounted to $3,160,986 million in 1H25, representing a 44.2% increase compared to $2,192,512 million in 1H24. The contribution from the consolidation of TMA’s results amounted to $885,368 million and represented 94.2% of total revenues. Equipment revenues amounted to $196,018 million in 1H25 as compared to $131,592 million in 1H24, with TMA contributing $72,266 million, representing 5.8% of total revenues.
Revenues included $158,520 million and $888,227 million in 1H25 and 1H24, respectively related to the effect generated by the restatement in current currency as of June 30, 2025.
Consolidated revenues for 1H25 and 1H24 are comprised as follows:
Mobile Services
Mobile services revenues in 1H25 amounted to $1,604,897 million (an increase of $667,424 million or 71.2% as compared to 1H24), being the principal contributor to our total services revenues for 1H25 (50.8% of services revenues in 1H25 as compared to 42.8% in 1H24). Mobile internet services revenues accounted for 98% and 93% of total mobile service revenues in 1H25 and 1H24, respectively.
The effect generated by the restatement in current currency as of June 30, 2025, included in Mobile services revenues amounted to $67,065 million and $358,899 million in 1H25 and 1H24, respectively.
Mobile services revenues in Argentina amounted to $1,532,029 million (an increase of $684,175 million or 80.7% as compared to 1H24). This increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $572,126 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to a 12.6% increase in the ARPU (average revenue per user), partially offset by a 1.3% decrease in the number of customers.
The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to $7,444.0 in 1H25 (compared to $6,613.4 in 1H24). The increase in ARPU is due to higher prices and less discounts granted during 1H25. The effect generated by the restatement in current currency as of June 30, 2025, included in ARPU amounted to $375.3 and $2,514.6 in 1H25 and 1H24, respectively.
Our mobile customers for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to 20.9 million and 21.2 million as of June 30, 2025, and 2024, respectively. Out of the total mobile customers as of June 30, 2025, 61% were prepaid customers and 39% were postpaid customers, whereas as of June 30, 2024, 62% were prepaid customers and 38% were postpaid customers. We observed a change in customer behavior, resulting in a decrease in prepaid services customers of 2.8% and an increase of 1.1% in the postpaid services customers as of June 30, 2025. Additionally, the average churn rate per month amounted to 2.1% in 1H25 (compared to a 1.6% average in 1H24).
ARPU of Mobile Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”
A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental and reconnection fees revenues and others (divided by six months) by the average number of customers during 1H25. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Argentina’s ARPU calculations presented in this Operating and Financial Review and Prospects as of June 30, 2025. Management believes that this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 1H25:
1H25 | |||
$ million | |||
Total Mobile service revenues | 959,903 | ||
Components of service revenues not included in the ARPU calculation: out collect (wholesale) roaming, cell sites rental, reconnection fees revenues and others | (2,362) | ||
Adjusted total service revenues included in the ARPU calculation | 957,541 | ||
Average number of customers during 1H25 (millions) | 21.4 | ||
ARPU of Mobile Services in Argentina | 7,444.0 |
Mobile services revenues generated in Paraguay amounted to $72,868 million in 1H25 (a $16,751 million or 18.7%% decrease compared to 1H24), this decrease is the result of a decrease in the ARPU measured in constant pesos, partially offset by the appreciation of the guaraní against the Argentine peso and an increase in the customer base.
Paraguay’s ARPU amounted to $6,292.0 in 1H25 (compared to $9,585.3 in 1H24), representing a 34.4% decrease. This decrease is due to the progressive reduction in the prepaid customer base and recharge levels, attributed to the widespread use of Wi-Fi networks, which impacted mobile data usage. Additionally, it is worth noting that mobile service prices, measured in constant pesos (as a result of the appreciation of the guaraní against the Argentine peso), did not increase in line with inflation, which reached 39.4% over the last twelve months.
In 1H25, the customer base in Paraguay amounted to 2.7 million customers, increasing a 10.1% compared to 1H24. This increases mainly due to the migration of customers from the prepaid to the postpaid segment and the acquisition of new customers because of marketing campaigns. Out of the total mobile customers as of June 30, 2025, 72% were prepaid customers and 28% were postpaid customers, whereas as of June 30, 2024, 74% were prepaid customers, and 26% were postpaid customers. The average churn rate per month amounted to 2.3% in 1H25 (compared to a 2.6% average in 1H24).
Internet Services
Internet services revenues amounted to $744,556 million in 1H25 (equivalent to 23.6% of total consolidated services revenues), increasing $161,678 million or 27.7% as compared to 1H24. The effect generated by the restatement in constant currency as of June 30, 2025, included in internet services revenues amounted to $34,825 million and $221,614 million in 1H25 and 1H24, respectively.
The increase in internet services revenues in Argentina in 1H25 was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $131,955 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to the increase of 6.3% in the ARPU and 1.5% in the customer base.
The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” reached $23,755.4 in 1H25 as compared to $22,354.9 in 1H24. This increase in ARPU is mainly explained by the price increases for this service. The effect generated by the restatement in constant currency as of June 30, 2025 included in ARPU amounted to $1,216.4 and $8,483.1 as of June 30, 2025, and 2024, respectively.
The customer base for the segment “ICT Services provided in Argentina – Telecom Networks” increased amounting to 4.1 million customers as of June 30, 2025 (a 1.5% increase compared to June 30, 2024). The churn rate per month amounted to 1.2% and 1.9% in 1H25 and 1H24, respectively.
ARPU of Internet Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”
A monthly operational measure used in internet services is ARPU, which we calculate by dividing adjusted total service revenues -excluding connection and rehabilitation fees revenues and others- (divided by six months) by the average number of customers during 1H25. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Internet’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2025. Management believes that this measure is helpful in assessing the development of the subscriber base of Internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 1H25:
1H25 | |||
$ million | |||
Total Internet service revenues | 577,221 | ||
Components of service revenues not included in the ARPU calculation | (4) | ||
Adjusted total service revenues included in the ARPU calculation | 577,217 | ||
Average number of customers during 1H25 (millions) | 4.1 | ||
ARPU of Internet service revenues in Argentina | 23,755.4 |
Cable Television Services
Cable television services revenues amounted to $386,699 million in 1H25 (equivalent to 12.2% of total consolidated services revenues), increasing $47,827 million or 14.1% as compared to revenues in 1H24. The effect generated by the restatement in constant currency as of June 30, 2025, included in cable television services revenues, amounted to $18,731 million and $129,845 million in 1H25 and 1H24, respectively.
The increase in Cable television service revenues in 1H25 was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $34,110 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to a 5.3 % increase in ARPU and 2.3% increase in customer base compared to June 30, 2024.
The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to $16,297.1 as of June 30, 2025, compared to an ARPU of $15,473.0 as of June 30, 2024. The increase in ARPU is due to higher prices and less discounts granted during 1H25. The effect generated by the restatement in constant currency as of June 30, 2025, included in ARPU amounts to $435.5 and $5,746.3 as of June 30, 2025, and 2024, respectively.
As of June 30, 2025, the customer base for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to 3.2 million customers, increasing a 2.3% compared to June 30, 2024. This increase was driven by Flow Full and Flow Flex products. The last one, that is 100% digital (no decoder or installation is required) began to be marketed as a main product during 3Q24. Our Flow digital platform’s customer base reached 1.6 million and our Premium Package’s customer base amounted to 1.2 million as of June 30, 2025, a 2.1% increase compared as June 30, 2024. The average churn rate per month amounted to 1.5% and 1.8% in 1H25 and 1H24, respectively.
ARPU of Cable Television Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”
An important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service revenues—excluding connection and administration fees, advertising services and others— (divided by six months) by the average number of customers during 1H25. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. In particular, certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2025. Management believes that this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations of 1H25:
1H25 | |||
$ million | |||
Total Cable television service revenues | 310,001 | ||
Components of service revenues not included in the ARPU calculation: Connection and Reconnection fees and others |
(161) | ||
Adjusted total service revenues included in the ARPU calculation | 309,840 | ||
Average number of customers during 1H25 (millions) | 3.2 | ||
ARPU of Cable Television Services in Argentina | 16,297.1 |
Fixed and Data Services
Revenues generated by fixed and data services amounted to $394,652 million in 1H25 (equivalent to 12.5% of total consolidated services revenues), increasing $86,097 million or 27.9% as compared to 1H24. The effect generated by the restatement in constant currency as of June 30, 2025, included in fixed and data services revenues amounted to $27,808 million and $119,486 million in 1H25 and 1H24, respectively.
The increase in Argentina of fixed and data services revenues in 1H25 was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $147,177 million. Excluding the impact of the consolidation of TMA, the decrease was mainly because the company has not been able to increase its prices to the same extent as the increase in inflation, considering an accumulated inflation in the last twelve months of 39.4% and a decrease in the fixed customer base of 1.0%.
As of June 30, 2025, the fixed telephony customer base totaled 2.7 million, of which 2.0 million were IP customers. This represents a 1.0% decrease compared to June 30, 2024, mainly driven by changes in customer consumption behavior.
Other services revenues
Other services revenues generated by other services amounted to $30,182 million, increasing $5,448 million or 22.0% compared to 1H24, representing 1.0% of total service revenues. The effect generated by the restatement in constant currency as of June 30, 2025, included in other services revenues amounted to $1,648 million and $9,283 million in 1H25 and 1H24, respectively.
These services include mainly revenues related to fintech services, revenues from billing remuneration and collection management on behalf of third parties, administrative revenues and revenues from the sale of advertising space, among others.
The variation in other service revenues was primarily driven by the growth of fintech services in Argentina, mainly due to the increased use of the digital wallet 'Personal Pay' and the expansion of its user base, which reached 4.2 million as of June 30, 2025, compared to 2.9 million as of June 30, 2024 — representing a 40.7% increase.
Equipment
Equipment revenues amounted to $196,018 million in 1H25 (an increase of $64,426 million or 49.0% compared to 1H24). This variation is mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $72,266 million. Excluding the impact of the consolidation of TMA, the decrease was mainly due to the fact that the Company was unable to increase its prices during 1H25 to the same extent as the increase in inflation, despite the increase in the number of handsets sold.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Equipment revenues amounts to $8,443 million and $49,100 million in 1H25 and 1H24, respectively.
· | Operating costs (without depreciation, amortization and impairment of Fixed and intangible assets) |
1H25 | 1H24 | Variation | ||||
$ million | $ million | % | ||||
Employee benefit expenses and severance payments | (803,339) | (549,934) | (253,405) | 46.1 | ||
Interconnection and transmission costs | (94,450) | (74,385) | (20,065) | 27.0 | ||
Fees for services, maintenance, materials and supplies | (425,083) | (319,234) | (105,849) | 33.2 | ||
Taxes and fees with the Regulatory Authority | (289,138) | (180,302) | (108,836) | 60.4 | ||
Commissions and advertising | (182,714) | (120,828) | (61,886) | 51.2 | ||
Cost of equipment and handsets | (147,926) | (102,958) | (44,968) | 43.7 | ||
Programming and content costs | (163,277) | (130,200) | (33,077) | 25.4 | ||
Bad debt expenses | (66,223) | (49,192) | (17,031) | 34.6 | ||
Other operating expenses, net | (177,701) | (106,813) | (70,888) | 66.4 | ||
Total operating costs | (2,349,851) | (1,633,846) | (716,005) | 43.8 |
Total operating costs without depreciation, amortization and impairment of Fixed and intangible assets totaled $2,349,851 million in 1H25, which represents an increase of $716,005 million or 43.8% compared to 1H24.
Operating costs contain $730,835 million corresponding to the consolidation of TMA’s results as of June 30, 2025.
The effect generated by the restatement in constant currency as of June 30, 2025, included in operating costs without depreciation, amortization and impairment of Fixed and intangible assets amounted to $142,728 million and $660,369 million in 1H25 and 1H24, respectively.
Main operating costs for 1H25 and 1H24 are comprised as follows:
Employee benefit expenses and severance payments
Employee benefit expenses and severance payments amounted to $803,339 million in 1H25, increasing $253,405 million or 46.1% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $252,997 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to salary increases agreed upon by the Company with several trade unions for unionized employees, as well as for non-unionized staff, together with related social security charges. This was partially offset by lower severance payments and the effect of a reduction in net headcount (19,469 Company employees as of the end of 1H25, a decrease of 6.4% compared to 1H24).
The effect generated by the restatement in constant currency as of June 30, 2025, included in employee benefit expenses and severance payments amounted to $32,872 million and $210,804 million in 1H25 and 1H24, respectively.
Interconnection and transmission costs
Interconnection and transmission costs (including charges for termination from third parties’ mobile networks, roaming and cost of international outbound calls and lease of circuits) amounted to $94,450 million in 1H25, increasing $20,065 million or 27.0% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $52,568 million. Excluding the impact of the consolidation of TMA, the decrease was mainly due to the new dynamics of the business that imply an optimization of links and sites and lower levels of interconnection traffic. Additionally, the increase in costs due to the rise in the exchange rate for services denominated in US dollars was lower than the accumulated inflation over the past twelve months of 39.4%.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Interconnection and transmission costs amounted to $4,815 million and $29,447 million in 1H25 and 1H24, respectively.
Fees for services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies amounted to $425,083 million in 1H25, increasing $105,849 million or 33.2% compared to 1H24. The consolidation of TMA’s results as of June 30, 2025, contributed $121,613 million. Excluding the impact of the consolidation of TMA, the decrease was mainly due to lower cost of maintenance, materials and supplies for $9,791 million and lower service fees for $6,158 million as compared to 1H24.
The effect generated by the restatement in constant currency as of June 30, 2025, included Fees for services, maintenance, materials and supplies amounted to $32,149 million and $138,280 million in 1H25 and 1H24, respectively.
Taxes and fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, amounted to $289,138 million in 1H25, increasing $108,836 million or 60.4 % compared to 1H24. Taxes and fees with the Regulatory Authority represent 8.6% and 7.8% of revenues in 1H25 and 1H24, respectively. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $92,523 million. Excluding the impact of the consolidation of TMA, the increase is mainly explained by the impact of taxes on the respective services in relation to the sales associated with them in 1H25 compared to 1H24.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Taxes and fees with the Regulatory Authority amounted to $12,450 million and $68,673 million in 1H25 and 1H24, respectively.
Commissions and advertising
Commissions and advertising amounted to $182,714 million in 1H25, increasing $61,886 million or 51.2% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $58,241 million. Excluding the impact of the consolidation of TMA the increase was mainly due to advertising expenses related to Flow and Personal Pay product campaigns, higher financial discounts related to credit card transactions, and collection commissions, partially offset by lower agent commissions compared to 1H24.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Commissions and advertising amounted to $7,779 million and $45,949 million in 1H25 and 1H24, respectively.
Cost of equipment
Cost of equipment amounted to $147,926 million in 1H25, increasing $44,968 million or 43.7 % compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $53,751 million. Excluding the impact of the consolidation of TMA, the variation is explained by the fact that, although the number of mobile devices sold increased compared to 1H24, their costs did not increase in line with the accumulated inflation of 39.4% over the past twelve months.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Cost of equipment amounted to $14,407 million and $55,325 million in 1H25 and 1H24, respectively.
Programming and content costs
Programming and content costs amounted to $163,277 million in 1H25, increasing $33,077 million or 25.4% compared to 1H24. The increase was mainly due to the consolidation of TMA’a results as of June 30, 2025, which contributed $18,243 million. Excluding the impact of the consolidation of TMA, the increase corresponds to price increases mainly in Pack Fútbol (in line with the increase in the number of customers) and to a lesser extent in the rest of the signals.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Programming and content costs amounted to $7,782 million and $52,143 million in 1H25 and 1H24, respectively.
Bad debt expenses
Bad debt expenses amounted to $66,223 million in 1H25, increasing $17,031 million or 34.6% compared to 1H24, representing 2.0 % and 2.1% of the revenues in 1H25 and 1H24, respectively. Bad debt expenses contain $20,924 million corresponding to the consolidation of TMA’s results as of June 30, 2025. Excluding the impact of the consolidation of TMA, the decrease is mainly due to continuing credit recovery actions.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Bad debt expenses amounted to $2,672 million and $19,495 million in 1H25 and 1H24, respectively.
Other operating expenses, net
Other operating expenses, net (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) amounted to $177,701 million in 1H25, increasing $70,888 million or 66.4% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $59,975 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to higher charges in energy costs and insurance, partially offset by lower charges in rentals, legal claims, contingent liabilities and travel expenses.
The effect generated by the restatement in constant currency as of June 30, 2025, included in Other operating expenses, net amounted to $27,802 million and $40,253 million in 1H25 and 1H24, respectively.
Depreciation, amortization and impairment of fixed and intangible assets
Depreciation, amortization and impairment of Fixed and intangible assets amounted to $831,126 million in 1H25, an increase of $54,293 million or 7.0% compared to 1H24.
Depreciation, amortization and impairment of Fixed and Intangible Assets for 1H25 contained $196,700 million corresponding to the consolidation of TMA’s results. Excluding the impact of the consolidation of TMA, the decrease is due to the effect of those assets that ended their useful life after June 30, 2024, partially offset by the impact of depreciation and amortization of registrations after that date, which, in turn, decreased compared to last year.
The effect generated by the restatement in constant currency as of June 30, 2025, included in depreciation, amortization and impairment of Fixed and intangible assets amounts to $621,140 million and $682,943 million in 1H25 and 1H24, respectively.
· | Operating income (loss) |
Operating income amounted to $176,027 million compared to an operating loss of $86,575 million in 1H25 and 1H24, respectively. Representing an increase of $262,602 million as compared to 1H24. Operating income / (loss) represented 5.2 % and (3.7) % of revenues in 1H25 and 1H24, respectively.
Operating income for 1H25 includes $30,099 million corresponding to the consolidation of TMA´s results.
· | Financial results, net |
1H25 | 1H24 | Variation | ||||||||
$ million | $ million | % | ||||||||
Interests on borrowings | (130,919) | (74,063) | (56,856) | 76.8 | ||||||
Remeasurement in borrowings | 1,533 | (103,189) | 104,722 | n/a | ||||||
Foreign currency exchange gains / (losses) on borrowings | (91,743) | 1,741,513 | (1,833,256) | n/a | ||||||
Total financial results from borrowings | (221,129) | 1,564,261 | (1,785,390) | n/a | ||||||
Other foreign currency exchange gains | 19,957 | 211,153 | (191,196) | (90.5) | ||||||
Fair value losses on financial assets at fair value through profit or loss | (30,730) | (21,020) | (9,710) | 46.2 | ||||||
Other interests, net | 20,434 | 11,462 | 8,972 | 78.3 | ||||||
RECPAM | 61,065 | 108,005 | (46,940) | (43.5) | ||||||
Other | (64,961) | (81,197) | 16,236 | (20.0) | ||||||
Total other financial results, net | 5,765 | 228,403 | (222,638) | (97.5) | ||||||
Total financial results, net | (215,364) | 1,792,664 | (2,008,028) | n/a |
Telecom incurred a financial loss, net of $215,364 million in 1H25 (compared to a gain of $1,792,664 million in 1H24). Financial results, net contain a loss of $23,279 million corresponding to the consolidation of TMA’s results as of June 30, 2025.
The variation in financial results, net for 1H25 was mainly explained by a higher loss from foreign exchange differences, measured in real terms, amounting to $2,024,452 million (this was driven by an inflation rate of 15.1% versus an appreciation of the U.S. dollar against the Argentine peso of 16.8% (compared to an inflation rate of 79.8% and a U.S. dollar appreciation of 12.8% in 1H24), higher interest on borrowings of $56,856 million due to new loans taken during 1H25, partially offset by a higher remeasurement in borrowings gain of $104,722 million due to the maturity of ONs in UVA which reduced the balance of principal owed and, therefore, the associated finance charges.
· | Income tax benefit (expense) |
Telecom’s income tax includes the following effects: (i) the current tax payable pursuant to tax legislation applicable to Telecom, and (ii) the effect of applying the deferred tax method on temporary differences arising out of the Company’s asset and liability valuation according to tax versus financial accounting criteria, including the income tax inflation effect.
Income tax expense amounted to $34,473 million in 1H25 compared to $504,015 million in 1H24. It includes the following effects: (i) current tax expenses, Telecom’s generated $223,343 million tax expense in 1H25 (compared to an expense of $7,721 million in 1H24), (ii) regarding the deferred tax in 1H25, Telecom recorded a deferred tax benefit of $188,870 million compared to an expense of $496,294 million in 1H24.
Income tax benefit (expense) contains $20,843 million corresponding to the consolidation of TMA’s results as of June 30, 2025.
· | Net loss |
Telecom recorded net loss of $75,554 million in 1H25 as compared to net income of $1,197,930 million in 1H24 and represented (2.3)% of revenues as compared to 51.5% in 1H24. The decrease in 1H25 compared to 1H24 was mainly due to a reduction in financial gains of $2,008,028 million, partially offset by an increase in operating income of $262,602 million and a decrease in income tax expense of $469,542 million.
Net loss attributable to controlling shareholders amounted to $83,792 million in 1H25 compared to net income of $1,187,416 million in 1H24.
Net income contains a loss of $14,023 million corresponding to the consolidation of TMA´s results as of June 30, 2025.
· | Adjusted EBITDA |
An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standard 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures and depreciation, amortization and impairment of Fixed and intangible assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of property, plant and equipment (PP&E) and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning. Accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The following table shows the reconciliation of Net income to Adjusted EBITDA:
1H25 | 1H24 | Variation | |||||||
$ million | $ million | % | |||||||
Net income (loss) for the period | (75,554) | 1,197,930 | (1,273,484) | n/a | |||||
Income tax expense | 34,473 | 504,015 | (469,542) | (93.2) | |||||
Other financial results, net | (5,765) | (228,403) | 222,638 | (97.5) | |||||
Financial results from borrowings | 221,129 | (1,564,261) | 1,785,390 | n/a | |||||
Losses from associates and joint ventures | 1,744 | 4,144 | (2,400) | (57.9) | |||||
Operating income (loss) | 176,027 | (86,575) | 262,602 | n/a | |||||
Depreciation, amortization and impairment of Fixed and intangible assets | 831,126 | 776,833 | 54,293 | 7.0 | |||||
Adjusted EBITDA | 1,007,153 | 690,258 | 316,895 | 45.9 |
Our consolidated Adjusted EBITDA amounted to $1,007,153 million in 1H25, representing an increase of $316,895 million or 45.9% as compared to 1H24. Adjusted EBITDA represented 30.0% of our total consolidated revenues in 1H25 and 29.7% in 1H24.
Adjusted EBITDA contains $226,799 million corresponding to the consolidation of TMA’s results as of June 30, 2025.
Liquidity and Capital Resources
· Sources and Uses of Funds
We expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures, operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to be sufficient. Telecom Argentina has accessed the domestic and international capital markets during 2025 to refinance its outstanding debt, as necessary.
· Borrowings Developments during 1H25
a) | Bank and other financing entities loans |
Recent developments of Borrowings for the six-month period ended June 30, 2025, are detailed below:
1) | Notes |
Series | Currency | Amount |
Issuance date |
Maturity date |
Amortization | Interest rate |
Interest payment date |
24 | US$ | 800 | May 28, 2025 | May 28, 2033 | In two installments: (i) 50% in May, 2032, and (ii) 50% in May, 2033 |
9.25% | Semiannually |
2) | Bank and other financing entities loans |
The acquisition of TMA was financed by Telecom through two loans totaling US$1,170 million (net of issuance costs US$1,142 million, equivalent to $1,364,891 million in current currency as of June 30, 2025). Its main characteristics are:
Entities | Currency | Principal residual nominal value |
Residual nominal value |
Maturity date |
Amortization | Interest rate |
Spread | Interest payment date |
(in millions) | (in millions) | |||||||
Syndicated loan | US$ | 970 | 320 | 02/2029 | In one installment maturity date | Variable annual rate: SOF 3 months | between 4.00% and 7.00% | Quarterly basis |
Bilateral loan | US$ | 200 | 66 | between 02/2028 and 02/2030 | Semiannually from 02/2028 | Variable annual rate: SOF 3 months | 4.00% | Quarterly basis |
On May 29, 2025 the Company applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$650 million and interest equal US$0.3 million under the Syndicated Loan (equivalent to $782,177 million in current currency as of June 30, 2025) and, (ii) prepay a principal amount equal to US$134 million and interest equal to US$0.1 million under the Bilateral Loan (equivalent to $161,002 million in current currency as of June 30, 2025). As of June 30, the outstanding balance of these loans amounts to $433,897 million.
For further information, see Note 7 to the unaudited condensed consolidated financial statements.
· | Cash Flow |
The table below summarizes, for the six-months period ended June 30, 2025, and June 30, 2024, Telecom’s consolidated cash flows.
1H25 | 1H24 | Variation | ||||
$ million | ||||||
Cash flows from operating activities | 686,868 | 458,218 | 228,650 | |||
Cash flows used in investing activities | (1,509,274) | (326,252) | (1,183,022) | |||
Cash flows (used in) from financing activities | 779,550 | (221,674) | 1,001,224 | |||
Net foreign exchange differences and RECPAM on cash and cash equivalents | 7,432 | (80,694) | 88,126 | |||
Net Decrease in cash and cash equivalents | (35,424) | (170,402) | 134,978 | |||
Cash and cash equivalents at the beginning of the year | 366,376 | 400,456 | (34,080) | |||
Cash and cash equivalents at the end of the period | 330,952 | 230,054 | 100,898 |
As of June 30, 2025, and June 30, 2024, we had $330,952 million and $230,054 million in cash and cash equivalents, respectively.
Cash flows from operating activities were $686,868 million and $458,218 million in 1H25 and 1H24, respectively.
Net cash from operating activities increased $228,650 million, or 49.9% in 1H5 compared to 1H24, primarily due to an increase in net income adjusted for non-cash income and expense of $512,214 million, partially offset by (i) a $282,486 million increase in net cash outflows in connection with changes in our assets and liabilities and (ii) a $1,078 million increase in cash outflows used to pay income tax.
The increase in net cash payments related to changes in assets and liabilities was mainly due to an increase in payments of accounts payable and other tax charges, primarily due to cancellations of foreign currency debts partially offset by an increase from cash flows related to trade receivables.
Cash flows from operating activities contain $72,064 million corresponding to the consolidation of TMA as of June 30, 2025.
Cash flows used in investing activities were $1,509,274 million and $326,252 million in 1H25 and 1H24, respectively.
In 1H25, cash flows used in investing activities mainly included payments for acquisition of TMA, net of cash acquired of $1,140,955 million, payments for acquisitions of PP&E and Intangible assets of $461,830 million and payments for investments not considered as cash and cash equivalents of $51,200 million, partially offset by proceeds from sale investments not considered as cash and cash equivalents of $127,846 million.
In 1H24, cash flows used in investing activities mainly included payment for investments not considered as cash and cash equivalents of $266,159 million and payments for acquisitions of PP&E and Intangible assets of $263,692 million, partially offset by proceeds from sale investments not considered as cash and cash equivalents of $204,561 million.
Cash flows used in investing activities contain $54,292 million corresponding to the consolidation of TMA as of June 30, 2025.
Cash flows from (used in) financing activities were $779,550 million and $(221,674) million in 1H25 and 1H24, respectively.
In 1H25, cash flows from financing activities included proceeds from borrowings for $2,531,849 million, partially offset by payments for borrowings, interest, DFI and related expenses and leases liabilities for $1,741,152 million and dividend payments for $11,147 million.
In 1H24, cash flows used in financing activities included payments for borrowings, interest, DFI and related expenses and leases liabilities for $578,885 million and dividend payments for $11,053 million, partially offset by proceeds from borrowings for $368,264 million.
Cash flows from (used in) financing activities contain $(28,674) million corresponding to the consolidation of TMA as of June 30, 2025.
· | Liquidity |
The liquidity position of Telecom is and will be significantly dependent on its operating performance, its indebtedness and capital expenditure programs, if any.
Working Capital
Operating Working Capital is a non-GAAP measure, defined as the difference between the Company’s operating current assets and operating current liabilities. The management believes that this measure is useful for assessing the company’s efficiency in managing its short-term assets and liabilities and ensuring operational continuity. For reconciliation of Operating Working Capital to the most directly comparable IFRS measure, see “Reconciliation.”
Net Current Financial Liability is a non-GAAP measure, defined as the difference between the Company’s financial assets and financial liabilities. The management believes that this measure is useful for assessing our solvency and liquidity because it provides a view of our ability to meet its short- and long-term financial obligations. For reconciliation of Net Current Financial Liability to the most directly comparable IFRS measure, see “Reconciliation.”
Working Capital is a non-GAAP measure, defined as the difference between our current assets and current liabilities. The management believes that this metric is useful for measuring our short-term financial health and operational efficiency and assessing our ability to manage our liquidity and sustain our operational activities. For reconciliation of Working Capital to the most directly comparable IFRS measure, see “Reconciliation.”
Telecom’s working capital breakdown and its main variations are disclosed below:
June
30, 2025 |
December
31, 2024 |
Variation | |||||
$million | |||||||
Trade receivables | 728,369 | 340,678 | 387,691 | ||||
Other receivables (without DFI) | 154,027 | 51,512 | 102,515 | ||||
Inventories | 120,503 | 69,569 | 50,934 | ||||
Current liabilities (not considering borrowings) | (1,846,323) | (1,019,380) | (826,943) | ||||
Operating working capital-negative | (843,424) | (557,621) | (285,803) | ||||
Cash and cash equivalents | 330,952 | 366,376 | (35,424) | ||||
Other receivables: DFI | 377 | - | 377 | ||||
Investments | 45,837 | 38,654 | 7,183 | ||||
Current borrowings | (1,371,973) | (1,234,692) | (137,281) | ||||
Net Current financial liability | (994,807) | (829,662) | (165,145) | ||||
Assets classified as held for sale | 492 | 2,031 | (1,539) | ||||
Negative working capital (current assets—current liabilities) | (1,837,739) | (1,385,252) | (452,487) | ||||
Liquidity rate (current assets/ current liabilities) | 0.43 | 0.39 | 0.04 |
Telecom has a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E and Intangible assets) for longer terms than it provides to its customers. As a result, Telecom has a negative working capital, which amounted to $1,837,739 million as of June 30, 2025 (increasing $452,487 million compared to December 31, 2024).
Negative working capital contains $82,582 million corresponding to TMA as of June 30, 2025.
During 2024 and 2025, Telecom obtained funds from the financial market to refinance part of its loans in order to optimize their terms, rates, and structure. Telecom will continue its strategy of refinancing its borrowings to extend contractual terms and achieve lower financing costs, thus covering its negative working capital.
Reconciliation:
In addition to our financial information that has been prepared and presented in accordance with IFRS Accounting Standards, these this operating and financial review and prospect as of June 30, 2025, contain certain “non-GAAP financial measures” (as defined in Item 10(e) of Regulation S-K under the Securities Act). These measures include Adjusted EBITDA, Operating Working Capital, Net Current Financial Liability and Working Capital. Our management believes these financial reporting measures to be useful indicators of our operational performance and liquidity. Our calculation of these non-GAAP financial measures may be different from the calculations used by other companies, including our competitors in the telecommunications industry, and therefore, our measures may not be directly comparable to those of other companies.
For our definition of Adjusted EBITDA and its reconciliation to the most directly comparable IFRS measure, see “Depreciation, amortization and impairment of Fixed and intangible assets—Adjusted EBITDA” herein.
For our definitions of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, see “Working Capital” herein.
The following tables show a reconciliation of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, in each case the most directly comparable IFRS Accounting Standard measure:
(i) | Operating Working Capital |
As of June 30, 2025 |
As of December 31, 2024 | ||
$ million | |||
Trade receivables (current) | 728,369 | 340,678 | |
Other receivables (current) | 154,404 | 51,512 | |
Other receivables DFI (current) | (377) | - | |
Inventories | 120,503 | 69,569 | |
Current liabilities (without borrowings) | (3,218,296) | (2,254,072) | |
Borrowings (current) | 1,371,973 | 1,234,692 | |
Operating working capital - negative | (843,424) | (557,621) |
(ii) | Net Current Financial Liability |
As of June 30, 2025 |
As of December 31, 2024 | ||
$ million | |||
Current liabilities | (3,218,296) | (2,254,072) | |
Trade payables | 938,478 | 511,821 | |
Salaries and social security payables | 317,280 | 260,421 | |
Income tax liabilities | 144,094 | 5,248 | |
Other taxes payables | 207,212 | 104,349 | |
Dividend payables | 799 | 790 | |
Leases liabilities | 124,290 | 85,783 | |
Other liabilities | 68,595 | 46,498 | |
Provisions | 45,575 | 4,470 | |
Cash and cash equivalents | 330,952 | 366,376 | |
Other receivables - current (DFI) | 377 | - | |
Investments (current) | 45,837 | 38,654 | |
Net Current financial liability | (994,807) | (829,662) |
Negative Working Capital
As of June 30, 2025 |
As of December 31, 2024 | ||
$ million | |||
Current assets | 1,380,557 | 868,820 | |
Current liabilities | 3,218,296 | 2,254,072 | |
Negative working capital (current assets — current liabilities) | (1,837,739) | (1,385,252) | |
The Company has an excellent credit rating and diverse sources of financing, relying on various instruments and offerings from leading institutions, to diversify its current financing structure, which includes access to the capital markets and obtaining very competitive bank loans in terms of terms and financial cost, in all cases, both nationally and internationally, with the objective of covering its investments, working capital and other general corporate purposes and refinancing part of its loans.
· | Compliance with covenants |
The Company complies with a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the loan agreements in force as of June 30, 2025, and is also in compliance with the rest of the covenants established.
Capital Expenditures
CAPEX and Rights of use assets additions composition 1H25 and 1H24 are as follows:
1H25 | 1H24 | Variation | |||
$ million | $ million | % | |||
PP&E | 430,744 | 289,612 | 141,132 | 48.7 | |
Intangibles assets | 50,445 | 23,515 | 26,930 | n/a | |
Total CAPEX | 481,189 | 313,127 | 168,062 | 53.7 | |
Rights of use assets | 92,053 | 127,366 | (35,313) | (27.7) | |
Total CAPEX and Right of use asset additions | 573,242 | 440,493 | 132,749 | 30.1 |
Our main CAPEX projects are related to the expansion of cable television and Internet services in order to improve the transmission and speed offered to customers; the deployment of 4G and the expansion of 5G services to support the growth of mobile Internet services, and improvement of the quality service.
In terms of infrastructure, during 2025 we have continued to improve the services we provide by deploying the 4G / LTE network, together with the technological reconversion of our 2G / 3G networks to 4G and LTE, and the deployment of fiber optics to connect homes with Broadband, which also had an impact on fixed and data network.
The deployment of 4G/LTE reached a coverage of 97% of urban population. Additionally, we reached a coverage of 98% of the population of major cities of Argentina. Our customers with access to our 4G network, according to the latest benchmark of June 30, 2025, carried out by Ookla, perceived a better service experience reaching average speeds of 86Mbps, compared to 55Mbps as of June 30, 2024. In addition, approximately 85% of the calls are made by Volte, a technology that allows making and receiving voice calls over the 4G Network with substantial improvements in audio and video quality. During the first half of 2025, the Company continued the expansion of its 5G network, incorporating 218 new sites.
Additionally, we continued to deploy mobile sites connectivity in order to achieve better quality and capacity, replacing radio links with high-capacity fiber optics connections. Finally, the plan to connect remote and low-density areas through satellite backhaul continued.
Total CAPEX and Right of use asset additions contain $132,492 million corresponding to TMA as of June 30, 2025.
3. | Telecom’s activities for the three-month period ended June 30, 2025 (“2Q25”) and 2024 (“2Q24”) |
2Q25 | 2Q24 | Variation | ||||
$ million | $ million | % | ||||
Revenues | 1,911,678 | 1,193,554 | 718,124 | 60.2 | ||
Operating costs without depreciation, amortization and intangible assets | (1,383,648) | (845,698) | (537,950) | 63.6 | ||
Depreciation, amortization and impairment of Fixed and intangible assets | (470,631) | (391,207) | (79,424) | 20.3 | ||
Operating income / (loss) | 57,399 | (43,351) | 100,750 | n/a | ||
Losses from associates and joint ventures | (1,842) | (1,898) | 56 | (3.0) | ||
Other financial results, net | (322,390) | 282,825 | (605,215) | n/a | ||
Income (loss) before income tax | (266,833) | 237,576 | (504,409) | n/a | ||
Income tax benefit (expense) | 92,472 | (155,508) | 247,980 | n/a | ||
Net income (loss) for the period | (174,361) | 82,068 | (256,429) | n/a | ||
Net income (loss) attributable to: | ||||||
Controlling Company | (178,207) | 76,134 | (254,341) | n/a | ||
Non-controlling interest | 3,846 | 5,934 | (2,088) | (35.2) | ||
(174,361) | 82,068 | (256,429) | n/a | |||
Earnings (losses) per share for income attributable to the Controlling Company - Basic and diluted | (82.7) | 35.4 | ||||
Adjusted EBITDA (1) | 528,030 | 347,856 | 180,174 | 51.8 |
(1) | Adjusted EBITDA is a non-GAAP measure, defined as our net income, less income tax, financial results (Financial results from borrowings and other financial results, net), losses from associates and joint ventures, and depreciation, amortization and impairment of Fixed and intangible assets. For further information on the use of adjusted EBITDA, see “Adjusted EBITDA”. |
It should be noted that the Company's results of operations for the three-month period ended June 30, 2025 reflect the results generated by TMA and, accordingly, are not comparable to our results of operations for the three-month period ended June 30, 2024, when TMA had not yet been acquired.
Revenues in 2Q25 amounted to $1,911,678 million and operating costs (without depreciation, amortization and impairment of fixed and intangible assets) amounted to $1,383,648 million, therefore, adjusted EBITDA amounted to $528,030 million (equivalent to 27.6% of consolidated revenue in 2Q25 vs. 29.1% in 2Q24). Depreciation, amortization and impairment of fixed and intangible assets amounted to $470,631 million (equivalent to 24.6% of consolidated revenues) and operating loss amounted to $57,399 million (equivalent to 3.0% of consolidated revenue in 2Q25 compared to (3.6) % in 2Q24).
Services revenues amounted to $1,798,213 million in 2Q25 -equivalent to 94.1% of consolidated revenues, and equipment revenues amounted to $113,465 million in 2Q25 –equivalent to 5.9% of consolidated revenues.
Mobile services revenues amounted to $947,429 million in 2Q25 –equivalent to 52.7% of consolidated services revenues– which were mainly generated by customers in Argentina.
Internet services revenues amounted to $402,750 million in 2Q25 –equivalent to 22.4% of consolidated services revenues.
Cable television services revenues amounted to $203,643 million in 2Q25 –equivalent to 11.3% of consolidated service revenues– and they are mainly composed of services revenues provided in Argentina and Uruguay.
Finally, Fixed and data services revenues amounted to $230,482 million in 2Q25 –equivalent to 12.8% of consolidated service revenues.
Operating costs without depreciation, amortization and impairment of fixed and intangible assets amounted to $1,383,648 million in 2Q25, being the main components, employee benefit expenses and severance payments (amounted to $499,245 million); fees for services, maintenance, materials and supplies (amounted to $242,729 million); taxes and fees with the Regulatory Authority (amounted to $168,378 million); commissions and advertising (amounted to $107,140 million) and Other operating costs (amounted to $104,985 million).
Financial results, net amounted to $322,390 million in 2Q25, mainly due to net foreign exchange gains, measured in real terms, amounting to $222,772 million, interests on borrowings amounting to $78,869 million, other taxes and bank expenses amounting to $32,632 million, the fair value losses on financial assets at fair value through profit or loss of $28,647 million, losses from remeasurement in borrowings amounting to $4,769 million, and other financial results amounting to $20,299 million, partially offset by and the net gain on restatement in constant currency amounting to $25,000 million.
The income tax benefit for 2Q25 was $92,472 million and the Company obtained a net loss of $174,361 million for that period ((9.1)% of revenues). Net loss attributable to controlling company amounted to $178,207 million in 2Q25.
The following table shows the reconciliation of Net income to Adjusted EBITDA:
2Q25 | 2Q24 | Variation | |||
$ million | $ million | % | |||
Net income (loss) | (174,361) | 82,068 | (256,429) | n/a | |
Income tax benefit (expense) | (92,472) | 155,508 | (247,980) | n/a | |
Other financial results, net | 10,478 | (37,443) | 47,921 | n/a | |
Financial results from borrowings | 311,912 | (245,382) | 557,294 | n/a | |
Losses from associates and joint ventures | 1,842 | 1,898 | (56) | (3.0) | |
Operating income / (loss) | 57,399 | (43,351) | 100,750 | n/a | |
Depreciation, amortization and impairment of Fixed and intangible assets | 470,631 | 391,207 | 79,424 | 20.3 | |
Adjusted EBITDA | 528,030 | 347,856 | 180,174 | 51.8 | |
4. | Trend information |
During the first half of 2025, in a context of gradual macroeconomic stabilization and decelerating inflation, Telecom Argentina maintained its strategy of consolidating its position as a key player in the country’s digital ecosystem by integrating connectivity, technology services, and entertainment. Amid an environment showing early signs of recovery in sectors critical to the digital economy and an incipient improvement in investor confidence, the Company continued to execute its roadmap focused on sustainable growth.
With a comprehensive service offering and an active investment policy, Telecom advanced in the expansion and modernization of its infrastructure, supporting the evolution of digital demand with a focus on efficiency, quality, and technological capacity.
One of the most significant milestones during the first half of the year was the acquisition of Telefónica Móviles Argentina (TMA), completed on February 24 for US$1,245 million. This transaction—one of the largest private infrastructure investments in the country during the year—reflects a global trend of consolidation in the telecommunications industry. The Company is currently engaged in institutional dialogue with regulatory authorities, supporting a technical and rigorous review in compliance with international standards and competition principles.
Another key highlight of the period was the international issuance of Class 24 Notes made by Telecom in May and July, for an aggregate principal amount of US$1,000 million. This transaction enhances the Company’s financial strength and supports its growth strategy, aligned with both current and future technological challenges.
The Company’s digital platforms continue to expand. Flow has reaffirmed its leadership in the entertainment segment, adding features that enhance the customer experience—most notably the launch of Flow+, a flexible entertainment offering that includes any two subscriptions from Pack Fútbol, HBO, Disney+ Premium, and Universal+, which may be switched every 30 days under a single plan. Personal Pay continues to strengthen its position within the regional fintech ecosystem. In parallel, the Company maintains active operations in Paraguay, Uruguay, and Chile, supporting the digital transformation of both consumers and businesses.
Telecom is at the forefront of implementing the GSMA Open Gateway initiative, which promotes the opening of network capabilities through standardized APIs. Through its Openxpand platform, the Company is fostering this new digital economy by developing solutions related to security, identity, and user experience across various industries. This technological approach is complemented by a long-term vision that positions sustainability as a strategic pillar: energy efficiency and the use of renewable energy, circular economy practices, and the development of digital talent are integral to the Company’s ongoing commitment to responsible growth.
Looking ahead, Telecom will continue to support the country’s digital transformation through investments aimed at strengthening infrastructure, driving technological innovation, and expanding its service ecosystem in line with the evolution of the competitive landscape.
Carlos Moltini | |
Chairman of the Board of Directors |
CORPORATE INFORMATION |
BYMA |
Market quotation ($/share) | Volume of shares | ||
Quarter | High | Low | traded (in millions) |
2Q24 | 2,191.65 | 1,489.10 | 10.9 |
3Q24 | 2,090.00 | 1,560.00 | 12.3 |
4Q24 | 3,175.00 | 1,850.00 | 18.7 |
1Q25 | 3,400.00 | 2,515.00 | 17.0 |
2Q25 | 3,000.00 | 2,110.00 | 13.5 |
NYSE* |
Market quotation (US$/ADR) | Volume of ADRs | ||
Quarter | High | Low | traded (in millions) |
2Q24 | 9.65 | 6.89 | 15.9 |
3Q24 | 8.56 | 5.86 | 11.3 |
4Q24 | 13.81 | 7.49 | 14.7 |
1Q25 | 14.18 | 10.19 | 12.7 |
2Q25 | 11.40 | 8.77 | 13.2 |
* Calculated at 1 ADR = 5 shares.
· | INVESTOR RELATIONS for information about Telecom Argentina S.A., please contact: |
In Argentina |
Telecom Argentina S.A. |
Investor Relations Division |
General Hornos 690 |
(C1272ACK) Autonomous city of Buenos Aires |
Republic of Argentina |
https://inversores.telecom.com.ar/ar/es/contacto.html |
Outside Argentina |
JPMorgan Chase Bank N.A. |
383 Madison Avenue, Floor 11. |
New York, NY10179 Attn: Depositary Receipts Group Tel: +1 212 622 5935 |
· | INTERNET http://institucional.telecom.com.ar/inversores/ |
· | DEPOSIT AND TRANSFER AGENT FOR ADSs |
JPMorgan Chase Bank N.A. |
383 Madison Avenue, Floor 11 |
New York, NY10179 |
Attn: Depositary Receipts Group adr@jpmorgan.com – www.adr.com |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Telecom Argentina S.A. | ||||
Date: | August 12, 2025 | By: | /s/ Luis Fernando Rial Ubago | |
Name: | Luis Fernando Rial Ubago | |||
Title: | Responsible for Market Relations |