Obbligazione Telecomunicaciones Argentina S.A. 8% ( US879273AR14 ) in USD

Telecomunicaciones Argentina S.A.

100 USD ⇌

Argentina

US879273AR14 ( in USD )

8% per anno ( pagato 2 volte l'anno)

18/07/2026

Prospetto opuscolo dell'obbligazione TELECOM ARGENTINA S.A US879273AR14 en USD 8%, scadenza 18/07/2026

1 000 USD

400 000 000 USD

879273AR1

CCC ( Extremely speculative )

18/07/2026 ( In 105 giorni )

Telecom Argentina S.A. è una società di telecomunicazioni argentina che fornisce servizi di telefonia fissa e mobile, internet e televisione a pagamento.

The Obbligazione issued by Telecomunicaciones Argentina S.A. ( Argentina ) , in USD, with the ISIN code US879273AR14, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 18/07/2026
The Obbligazione issued by Telecomunicaciones Argentina S.A. ( Argentina ) , in USD, with the ISIN code US879273AR14, was rated CCC ( Extremely speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Listing Particulars

TELECOM ARGENTINA S.A.
U.S.$400,000,000 8.000% Notes due 2026
We are offering U.S.$400,000,000 aggregate principal amount of our 8.000% notes due 2026, which we refer to
as the "notes." The notes will mature on July 18, 2026. Interest on the notes will be payable semi-annually in arrears on
January 18 and July 18 of each year, commencing on January 18, 2020 calculated on the basis of a 360-day year of twelve
30-day months. At any time prior to July 18, 2023, we may redeem the notes, at our option, in whole or in part, at a
redemption price equal to the principal amount of the notes to be redeemed, plus a "make-whole" amount described in
the attached listing particulars, accrued and unpaid interest and additional amounts, if any, to the date of redemption. At
any time and from time to time on or after July 18, 2023, we may redeem the notes, at our option, in whole or in part at
redemption prices described in the attached listing particulars, plus accrued and unpaid interest and additional amounts,
if any, to the date of redemption. We may also redeem all, but not less than all, of the notes in the event of changes in tax
laws that increase the withholding taxes applicable to payments under the notes. There will be no mandatory redemption
or sinking fund payments for the notes, but under certain circumstances, holders of the notes will have the right to require
us to repurchase the notes. See "Description of the Notes."
The notes will be our general, unsecured and unsubordinated obligations, ranking equally without any preference
among themselves and with all of our other present and future unsecured and unsubordinated indebtedness from time to
time outstanding, except as otherwise provided by law. The notes will be subordinated to all of our existing and future
secured obligations to the extent of the value of the assets securing such obligations, and to all of the existing and future
obligations of our subsidiaries.
The notes will constitute non-convertible negotiable obligations under, and will be issued pursuant to, and in
compliance with all the requirements of, and will be entitled to the benefits set forth and subject to the procedural
requirements established in, the Argentine Negotiable Obligations Law No. 23,576, as amended (the "Negotiable
Obligations Law"), Law No. 26,831, as amended (the "Argentine Securities Law"), the General Resolution No. 622/2013,
as amended (the "Resolution 622"), issued by the Comisión Nacional de Valores, the Argentine Securities Commission
(the "CNV"), and any other applicable laws and regulations of the Republic of Argentina ("Argentina").
The attached listing particulars constitute a prospectus for purposes of Part IV of the Luxembourg law on
prospectuses for securities dated July 16, 2019. We have applied to have the notes listed on the Bolsa y Mercados
Argentinos S.A. ("ByMA") through the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires or "BASE")
and to have the notes admitted to trading on the Argentine over-the-counter market, the Mercado Abierto Electrónico S.A.
(the "MAE") and we have applied to list the notes on the Official List of the Luxembourg Stock Exchange and admitted
to trading on the Euro MTF, the exchange regulated market of the Luxembourg Stock Exchange (the "Euro MTF
Market").
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 9
of these listing particulars and the section entitled "Item 3--Key Information--Risk Factors" in our annual report
on Form 20-F for the fiscal year ended December 31, 2018, which is incorporated by reference in the listing
particulars.
_______________________________
ISSUE PRICE: 98.690%, PLUS ACCRUED INTEREST, IF ANY, FROM JULY 18, 2019
_______________________________
The notes constitute our Series 1 notes issued under our U.S.$3,000,000,000 Global Note Program authorized
by the CNV by Resolution No. 19,481 dated April 19, 2018 (the "Program"). The CNV authorization means only that the
information requirements of the CNV have been satisfied. Offers of the notes to the public in Argentina were made by a

prospectus and a prospectus supplement in the Spanish language in accordance with CNV regulations containing
substantially the same information as these listing particulars, other than with respect to the description of U.S. securities
and tax laws that are relevant to the notes, but in a different format (the "Argentine Listing Particulars"). The CNV has
not rendered any opinion in respect of the accuracy of the information contained in the Argentine Listing Particulars or
these listing particulars.
The notes have not been registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with the securities regulatory authority of any state or other jurisdiction in the United States.
The notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional
buyers ("QIBs") in reliance on the exemption from registration provided by Rule 144A under the Securities Act
("Rule 144A"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities
Act ("Regulation S"). You are hereby notified that sellers of the notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Any offer or sale of bonds in any Member
State of the European Economic Area, must be made pursuant to an exemption under the Prospectus Regulation
(EU) 2017/1129 from the requirement to publish a prospectus for offers of notes. For further details about eligible
offerees and resale restrictions, see "Transfer Restrictions."
Delivery of the notes is expected to be made to investors in book-entry form through the facilities of The
Depository Trust Company ("DTC") for the accounts of its direct and indirect participants, including Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme, Luxembourg
("Clearstream"), on or about July 18, 2019.
On July 10, 2019, we announced a cash tender offer (the "Tender Offer") for up to U.S.$250 million aggregate
principal amount of our 6.500% Notes due June 15, 2021 (the "Tender Notes"). We intend to use a portion of the net
proceeds from the sale of the notes (i) to pay the consideration for the Tender Offer and accrued and unpaid interest on
the Tender Notes, (ii) to pay fees and expenses incurred in connection with the Tender Offer and (iii) the remainder, to
refinance other long-term indebtedness of the Company. The Tender Offer is not being made pursuant to these listing
particulars. The closing of the Tender Offer is contingent upon the closing of this offering. However, the closing of this
offering is not contingent on any level of participation in the Tender Offer.
Joint Lead Managers and Bookrunners
Citigroup
HSBC J.P. Morgan
Santander
The date of these listing particulars is September 2, 2019.

TABLE OF CONTENTS
Page
Notice to Investors ......................................................................................................................................................... ii
Available Information ................................................................................................................................................. iii
Incorporation of Documents by Reference .................................................................................................................. iii
About This Listing Particulars ...................................................................................................................................... v
Forward-Looking Statements ....................................................................................................................................... vi
Presentation of Financial and Other Information ...................................................................................................... viii
Enforcement of Civil Liabilities .................................................................................................................................. xii
Certain Defined Terms .............................................................................................................................................. xiii
Summary ....................................................................................................................................................................... 1
Risk Factors ................................................................................................................................................................. 10
Use of Proceeds ........................................................................................................................................................... 14
Exchange Rate Information and Exchange Controls ................................................................................................... 15
Capitalization ............................................................................................................................................................... 16
Description of the Notes .............................................................................................................................................. 18
Taxation ....................................................................................................................................................................... 44
Plan of Distribution ..................................................................................................................................................... 54
Transfer Restrictions ................................................................................................................................................... 64
Validity of the Notes ................................................................................................................................................... 67
Independent Accountants ............................................................................................................................................ 68
General Information .................................................................................................................................................... 69

You should carefully review the entire listing particulars before making an investment decision. Neither
we nor Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander
Investment Securities Inc., referred to in these listing particulars as the "initial purchasers," have authorized
anyone to provide information that is different or additional to the information contained in these listing
particulars. Neither we nor the initial purchasers take responsibility for any other information that others may
give you. If anyone provides you with different or additional information, you should not rely on it. You should
assume that the information in these listing particulars is accurate only as of the date on its front cover, regardless
of the time it is delivered or of any sale of the notes. Our business, financial condition, results of operations and
prospects may change after the date on the front cover of these listing particulars.

i

NOTICE TO INVESTORS
These listing particulars do not constitute an offer to sell, or a solicitation of an offer to buy, any note offered
hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer, solicitation or sale.
Neither the delivery of these listing particulars nor any sale made hereunder shall under any circumstances imply that
there has been no change in our affairs or that the information set forth in these listing particulars is correct at any date
subsequent to the date of this listing particulars.
We are relying on an exemption from registration under the Securities Act for offers and sales of securities in
the United States that do not involve a public offering. By purchasing the notes, you are be deemed to have made the
acknowledgements, representations and warranties and accepted the agreements described under the heading "Transfer
Restrictions" in these listing particulars. You should understand that you may be required to bear the financial risks of
your investment for an indefinite period of time.
We have not authorized the use of these listing particulars for any purpose other than for prospective investors
to consider a purchase of the notes.
Subject to applicable laws (in particular, the Argentine Capital Markets Law and the CNV Rules), we, as well as
the initial purchasers and the Industrial Commercial Bank of China (Argentina) S.A., acting as local placement agents
(the "local placement agents"), reserve the right to reject any offer to purchase, in whole or in part, or to sell less than all
of the notes offered by these listing particulars. The local placement agents are participating in the offering of notes only
in Argentina.
The initial purchasers and the local placement agents make no representation or warranty, express or implied, as
to the accuracy or completeness of the information contained in these listing particulars (financial, legal or otherwise) and
assume no responsibility for the accuracy or completeness of any such information. Nothing contained in these listing
particulars is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future. We
have furnished the information contained in these listing particulars.
These listing particulars summarizes certain documents and other information and we refer you to them for a
more complete understanding of what we discuss in these listing particulars. You should not consider any information in
these listing particulars to be legal, business or tax advice. You should consult your own counsel, accountant, business
advisor and tax advisor for legal, financial, business and tax advice regarding any investment in the notes. In making an
investment decision, you must rely on your own examination of our company and the terms of the offering and the notes,
including the merits and risks involved. None of the U.S. Securities and Exchange Commission (the "SEC"), any U.S.
state securities commission or the CNV has approved or disapproved of these notes or determined if these listing
particulars are truthful, accurate, adequate or complete. Any representation to the contrary may be a criminal offense.
After having made all reasonable inquiries, we confirm that we accept responsibility for the information we have
provided in these listing particulars and assume responsibility for the correct reproduction of the information contained
herein.
The CNV has not rendered any opinion in respect of the information contained, or incorporated by reference, in
these listing particulars. The accuracy of the accounting, financial, economic and all other information contained, or
incorporated by reference, in these listing particulars is the sole responsibility of our board of directors and, to the extent
applicable, our supervisory committee and other responsible persons as set forth in Sections 119 and 120 of the Argentine
Capital Markets Law. Our board of directors represents and warrants that, as of the date of these listing particulars, these
listing particulars contains true and complete information regarding any material fact that may affect our economic and
financial condition, as well as all other information that is required to be furnished to investors in respect of this issue in
accordance with applicable Argentine laws and regulations.
ii

AVAILABLE INFORMATION
We are a "foreign private issuer" within the meaning of the rules of the SEC. We file periodic reports and other
information with the SEC consistent with the requirements for a foreign private issuer. Our SEC filings are available to
the public on the SEC's website at www.sec.gov.
In reviewing the agreements included as exhibits to our SEC filings, please remember they are included to
provide you with information regarding their terms and are not intended to provide any other factual or disclosed
information about us or the other parties to the agreements.
The agreements may contain representations and warranties by each of the parties to the applicable agreement.
These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement
and:
·
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the
risk to one of the parties if those statements prove to be inaccurate;
·
have been qualified by disclosures that were made to the other party in connection with the negotiation of
the applicable agreement, which disclosures are not necessarily reflected in the agreement;
·
may apply standards of materiality in a way that is different from what may be viewed as material to you or
other investors; and
·
were made only as of the date of the applicable agreement or such other date or dates as may be specified in
the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they
were made or at any other time.
At all times when we are required to file any financial statements or reports with the SEC, we will use our best
efforts to file all required statements or reports in a timely manner in accordance with the rules and regulations of the
SEC. In addition, at any time when we are not subject to or we are not current in our reporting obligations under Section 13
or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") or we are exempt from
the registration requirements of Section 12(g) of the Exchange Act pursuant to Rule 12g3-2(b) thereunder and any notes
remain outstanding (or otherwise required with respect to us), we will make available, upon request, to any holder and
any prospective purchaser of notes that are "restricted securities" under the Securities Act, the information referred to in
Rule 144A(d)(4) under the Securities Act in order to permit resale of the notes in compliance with Rule 144A.
Following completion of this offering, we are not otherwise obligated to furnish holders or others with any
supplemental information, discussion or analysis of our business or financial reports. We are required to periodically file
certain information in Spanish with the CNV, ByMA and the MAE, such as quarterly and annual reports and notices of
material events (hechos relevantes). All such reports and notices are available at the website of the CNV (www.cnv.gob.ar)
under "Financial Information" (Información Financiera), the website of ByMA (www.bolsar.com), the website of the
MAE (www.mae.com.ar) and our website (http://institucional.telecom.com.ar/). Neither the documents filed with the
CNV, ByMA and the MAE nor the contents of the websites referenced herein are a part of this listing particulars and are
not incorporated by reference herein.
You may obtain our annual audited consolidated financial statements and unaudited consolidated condensed
interim financial statements in our SEC filings and submissions available to the public on the SEC's website at
www.sec.gov, and on our website (http://institucional.telecom.com.ar/), but our website is not incorporated by reference
herein.
INCORPORATION OF DOCUMENTS BY REFERENCE
We are "incorporating by reference" information into these listing particulars, which means that we are
disclosing important information to you without actually including the specific information in these listing particulars by
iii

referring you to other documents filed separately with the SEC. The information incorporated by reference is an important
part of these listing particulars. We incorporate by reference into these listing particulars the following documents:
(i)
our annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March
26, 2019, which we refer to as the "TEO 2018 20-F"

Annual Report 2018
Auditors' Report on the Consolidated Accounts
F-3
Consolidated Balance Sheet
N/A
Consolidated Statement of Income
F-4
Consolidated Statement of Comprehensive Income
F-5
Consolidated Statement of Changes in Equity
F-6
Consolidated Cash Flow Statement
F-8
Notes to the Consolidated Financial Statements
F-11F-106
Risk Factors Related to the Issuer
p. 24 p.32
Date of incorporation and length of life of the
p. 44
issuer and legislation/legal form under which the
issuer operates.
; and
(ii)
our report on Form 6-K, furnished to the SEC on July 10, 2019, consisting of (a) the unaudited
consolidated financial statements of TEO as of March 31, 2019 and for the three-month periods ended March 31, 2019
and 2018, and (b) TEO's operating financial review and prospects as of March 31, 2019 (the "Q1 2019 Unaudited
Financial Statements").
Any statement contained in the TEO 2018 20-F, the Q1 2019 Unaudited Financial Statements and any other
document incorporated by reference into these listing particulars, shall be considered to be modified or superseded for
purposes of these listing particulars to the extent that a statement contained in these listing particulars or the other reports
incorporated by reference herein modifies or supersedes such statement. Any statement that is modified or superseded
shall not, except as so modified or superseded, constitute a part of these listing particulars. Certain of the information we
incorporate by reference into these listing particulars may contain references to a website. However, the contents of any
such website are not incorporated by reference into these listing particulars.
Except as specifically incorporated by reference above, none of our current or future reports filed or furnished
with or to the SEC are incorporated by reference herein.
You may request a copy of the documents incorporated by reference herein, other than exhibits, and our estatutos
sociales (bylaws), at no cost, by writing or telephoning us at the following:
Telecom Argentina S.A.
Investor Relations
Alicia Moreau de Justo 50
(C1107AAB) Buenos Aires
Argentina
Tel: +54 11 4968 3628
Fax: +54 11 4968 3616

iv

ABOUT THESE LISTING PARTICULARS
In these listing particulars, the discussion of our business includes the business of Telecom Argentina S.A. and
its consolidated subsidiaries. Unless otherwise indicated or the context otherwise requires, references in these listing
particulars to "TEO," "we," "us" and "our," refer to Telecom Argentina S.A. and, where applicable, its consolidated
subsidiaries, after the merger with Cablevisión S.A., which became effective on January 1, 2018 (the "Merger Effective
Date"). References in these listing particulars to the terms "Telecom" and "Telecom Group," refer to Telecom Argentina
S.A. and, where applicable, its consolidated subsidiaries, prior to the Merger Effective Date. All references to "Argentina"
are references to the Argentine Republic. In these listing particulars, references to "Pesos," "pesos" or "P$" are to
Argentine Pesos, and references to "U.S. Dollars," "dollars," or "U.S.$" are to U.S. dollars. A "billion" is a thousand
million.
Unless otherwise stated or the context requires otherwise, references to the financial results of "Telecom" are to
the consolidated financial results of Telecom Argentina (as defined below) and its consolidated subsidiaries. The term
"Telecom Argentina" refers to Telecom Argentina S.A., excluding its subsidiaries. The Telecom Group is engaged in the
provision of fixed and mobile telecommunications services, cable television services and broadband services. The term
"Cablevisión" refers to Cablevisión S.A., together with its consolidated subsidiaries, dissolved without liquidation as a
result of the Merger. The term "Merger" refers to the merger between Telecom and Cablevisión with Telecom as surviving
entity, effective as of January 1, 2018. Telecom's most significant subsidiaries as of December 31, 2018 were Núcleo
S.A.E. (a subsidiary engaged in the provision of mobile telecommunication services in Paraguay), PEM S.A. (a subsidiary
holding certain investments), CV Berazategui S.A. (a subsidiary providing closed-circuit television services), Cable
Imagen S.R.L. (a subsidiary providing closed-circuit television services), Televisión Dirigida S.A. (a subsidiary providing
cable television services in Paraguay), Adesol S.A. (a holding company in Uruguay), Ultima Milla S.A. (a subsidiary
providing services for telecommunications), AVC Continente Audiovisual S.A. (a subsidiary providing broadcasting
services), Inter Radios S.A.U. (a subsidiary providing broadcasting services) and Telecom Argentina USA Inc. (a
subsidiary providing telecommunication services in the United States).
Due to the impact of inflation accounting under IAS 29 "Financial reporting in hyperinflationary economies",
certain information contained in these listing particulars may not be comparable. See "Certain Circumstances Affecting
Comparability of Our Operations".
The information provided in these listing particulars that relates to Argentina and its economy is based upon
publicly available information, and we do not make any representation or warranty with respect to such information.
Argentina, and any governmental agency or political subdivision thereof, does not in any way guarantee, and their credit
does not otherwise back, our obligations in respect of the notes.
Certain amounts shown in these listing particulars are subject to rounding. Accordingly, figures shown as totals
in certain tables may not be an exact arithmetic aggregate of the other figures in such table.

v

FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements.
These listing particulars (including the information incorporated by reference) contain information that is forward-looking,
including, but not limited to:
·
our expectations for our future performance, revenues, income, earnings per share, capital expenditures,
dividends, liquidity and capital structure;
·
the synergies expected from the Merger;
·
the implementation of our business strategy;
·
the changing dynamics and growth in the telecommunications and cable market in Argentina, Paraguay and
Uruguay;
·
our outlook for new and enhanced technologies;
·
the effects of operating in a competitive environment;
·
industry conditions;
·
the outcome of certain legal proceedings;
·
regulatory and legal developments; and
·
other factors identified or discussed under "Item 3--Key Information--Risk Factors" in the TEO 2018 20-
F.
These listing particulars (including the information incorporated by reference) contain certain forward-looking
statements and information relating to Telecom Group that are based on current expectations, estimates and projections
of our management (our "Management") and information currently available to the Telecom Group. These statements
include, but are not limited to, statements made in "Item 3--Key Information--Risk Factors," "Item 5--Operating and
Financial Review and Prospects" under the captions "Critical Accounting Policies" and "Trend Information," "Item 8--
Financial Information--Legal Proceedings" in the TEO 2018 20-F and other statements about the Telecom Group's
strategies, plans, objectives, expectations, intentions, capital expenditures, and assumptions and other statements
contained in these listing particulars that are not historical facts. When used in this document, the words "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "project," "will," "may" and "should" and other similar expressions are
generally intended to identify forward-looking statements.
These statements reflect the current views of our Management of the Company with respect to future events.
They are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. In
addition, certain forward-looking statements are based upon assumptions as to future events that may not prove to be
accurate.
Many factors could cause actual results, performance or achievements of Telecom Group to be materially
different from any future results, performance or achievements that may be expressed or implied by such forward-looking
statements. These factors include, among others:
·
factors described in these listing particulars under the heading "Risk Factors" and other documents
incorporated by reference herein, and, from time to time, in other reports we file with the SEC or in other
documents that we publicly disseminate, including, in particular, the section titled "Item 3--Key
Information--Risk Factors" in the TEO 2018 20-F, which are incorporated by reference in these listing
particulars.
·
our ability to successfully implement our business strategy and to achieve synergies resulting from the
Merger;

vi

·
our ability to introduce new products and services that enable business growth;
·
uncertainties relating to political and economic conditions in Argentina, Paraguay and Uruguay;
·
inflation, the devaluation of the peso, the Guaraní and the Uruguayan peso and exchange rate risks in
Argentina, Paraguay and Uruguay;
·
restrictions on the ability to exchange Argentine or Uruguayan pesos or Paraguayan guaraníes into foreign
currencies and transfer funds abroad;
·
the manner in which the Argentine government implements Law No. 27,078, the Argentina Digital Law or
"LAD," as amended by Decree No. 267/15, as well as the impact of the new Telecommunications Law,
which has not yet been submitted to the Argentine Congress;
·
the creditworthiness of our actual or potential customers;
·
nationalization, expropriation and/or increased government intervention in companies;
·
technological changes;
·
the impact of legal or regulatory matters, changes in the interpretation of current or future regulations or
reform and changes in the legal or regulatory environment in which we operate;
·
the effects of increased competition;
·
reliance on content produced by third parties;
·
increasing cost of our supplies;
·
inability to finance on reasonable terms capital expenditures required to remain competitive;

·
fluctuations, whether seasonal or in response to adverse macro-economic developments, in the demand for
advertising;
·
our capacity to compete and develop our business in the future; and
·
the impact of increased national or international restrictions on the transfer or use of telecommunications
technology.
Many of these factors are macroeconomic and regulatory in nature and therefore beyond our control. Should one
or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated, expected, intended, planned or projected. We
do not intend and do not assume any obligation to update the forward-looking statements contained in these listing
particulars.
These forward-looking statements are based upon a number of assumptions and other important factors that
could cause our actual results, performance or achievements to differ materially from our future results, performance or
achievements expressed or implied by such forward-looking statements. Readers are encouraged to consult the our filings
made on Form 20-F and Form 6-K, which are periodically filed with or furnished to the United States Securities and
Exchange Commission.

vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Telecom Argentina S.A. is a company incorporated under the laws of Argentina. Unless otherwise stated, the
terms "the Company," "Telecom," "Telecom Group," "we," "us," and "our" refer to Telecom Argentina S.A. and its
consolidated subsidiaries as of December 31, 2018. Unless otherwise stated, references to the financial results of
"Telecom" are to the consolidated financial results of Telecom Argentina and its consolidated subsidiaries. The Telecom
Group is engaged in the provision of fixed and mobile telecommunications services, cable television services and
broadband services.
The financial information incorporated by reference herein for Telecom Argentina S.A. is prepared and presented
in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting
Standards Board ("IASB").
Our audited consolidated financial statements as of December 31, 2018 and 2017 and for the years ended
December 31, 2018, 2017 and 2016 and the notes thereto (the "Consolidated Financial Statements"), have been prepared
in accordance with IFRS as issued by the IASB and have been audited by Price Waterhouse & Co. S.R.L. (a member firm
of the PricewaterhouseCoopers network) an independent registered public accounting firm ("Price Waterhouse") and are
included in Item 18 of the TEO 2018 20-F, incorporated by reference in this listing particulars.
Due to the high level of inflation prevailing in Argentina during the last three years, our management analyzed the
parameters established by IAS 29 "Financial reporting in hyperinflationary economies" - paragraph 3, which describe the
conditions to consider an economy as hyperinflationary, and concluded that, with respect to Argentina, such conditions
have been met for accounting periods ending after July 1, 2018. Therefore, we have restated our Consolidated Financial
Statements, the Q1 2019 Unaudited Financial Statements and the financial information for all the periods reported
incorporated by reference herein based on certain price indexes to take into account the effect of inflation in Argentina.
The Consolidated Financial Statements and the Q1 2019 Unaudited Financial Statements are presented on the basis of
constant Argentine pesos as of December 31, 2018 (as described in the TEO 2018 20-F) and March 31, 2019 (as described
in the Q1 2019 Unaudited Financial Statements), respectively ("current currency"). See "Certain Circumstances Affecting
Comparability of Our Operations", "--Risk factors--Risk Related to Argentina--Inflation could accelerate, causing
adverse effects on the economy and negatively impacting Telecom's margins," "Item 5--Operating and Financial Review
and Prospects--Economic and Political Developments in Argentina" in the TEO 2018 20-F and Note 1.e) to our
Consolidated Financial Statements.
Telecom Argentina and its subsidiaries maintain their accounting records and prepare their financial statements in
Argentine Pesos, which is their functional currency, except for Núcleo and its subsidiaries and TVD (using Guaraníes),
Telecom Argentina USA (using U.S. dollars) and Adesol (using Uruguayan pesos). Our Consolidated Financial
Statements and our Q1 2019 Unaudited Financial Statements include the results of these subsidiaries converted into
Argentine Pesos. Assets and liabilities are converted at period-end exchange rates and income and expenses accounts at
average exchange rates for each period presented, as restated in terms of the current currency by applying an average
index to take into account the effect of inflation in Argentina.

Rounding
Certain figures included in these listing particulars, and in the financial information incorporated by reference
herein, have been rounded for ease of presentation. Percentage figures included in these listing particulars have in some
cases been calculated on the basis of such figures prior to rounding. For this reason, certain percentage amounts in these
listing particulars may vary from those obtained by performing the same calculations using the figures in the Consolidated
Financial Statements. Certain other amounts that appear in these listing particulars may not sum due to rounding.
Exchange Rates
Certain financial information contained in these listing particulars has been presented in U.S. dollars. These
listing particulars contain translations of various Argentine Peso amounts into U.S. dollars at specified rates solely for
convenience of the reader. You should not construe these translations as representations by us that the Argentine Peso
amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Except
as otherwise specified, all references to "U.S.$," "U.S. dollars" or "dollars" are to United States dollars, references to

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