BORROWINGS | NOTE 13 – BORROWINGS As of December 31, Current 2023 2022 Bank overdrafts - principal 23,514 23,698 Bank and other financial entities loans – principal 204,748 124,786 Notes – principal 188,977 147,620 DFI (Note 22) — 58 Loans for purchase of equipment 15,582 16,408 Remeasurement, interest and related expenses 130,657 105,841 563,478 418,411 Non-current Notes – principal 999,132 563,869 Bank and other financial entities loans – principal 399,680 319,466 Loans for purchase of equipment 10,725 13,874 Remeasurement, interest and related expenses 155,054 145,471 1,564,591 1,042,680 Total borrowings 2,128,069 1,461,091 Movements in Borrowings are as follows: Exchange differences, currency Balances at the translation Balances as of beginning of the Net Cash adjustments and December 31, year Flows Accrued others 2023 Bank overdrafts 23,698 58,006 — (58,190) 23,514 Bank and other financial entities loans – principal 444,252 (38,117) — 198,293 604,428 Notes – principal 711,489 154,297 — 322,323 1,188,109 DFI 58 (32,356) — 32,298 — Loans for purchase of equipment 30,282 (14,569) — 10,594 26,307 Remeasurement, interest and related expenses 251,312 (174,573) 9,925 199,047 285,711 Total as of December 31, 2023 1,461,091 (47,312) 9,925 (*) 704,365 2,128,069 Total as of December 31, 2022 1,619,141 (103,151) 40,701 (**) (95,600) 1,461,091 (*) Includes $ 34,104 million of loans that do not represent cash movement. (**) Includes $33,433 million of loans that do not represent cash movement. The main borrowings, which are effective as of December 31, 2023 and 2022, are detailed below: a) Notes Telecom Argentina Global Programs for the issuance of Notes In connection with the Notes Global Program for a maximum outstanding amount of US $3,000 million or its equivalent in other currencies, the Company issued several series of Notes, which amounts and main characteristics as of December 31, 2023 and 2022 are described below: Amount involved Issuance Maturity Interest payment Accouting balance (in millions) (*) Series Currency (in millions) date date Amortization Interest rate date As of December 31, 2023 2022 1 US$ 400 07/2019 07/2026 In one installment at maturity date Annual fixed rate of 8.00% Semiannually 331,879 225,752 5 US$ 389 08/2020 08/2025 In four installment of: 3% at 02/2023 30% at 08/2023 33% at 08/2024 34% at 08/2025 Annual fixed rate of 8.50% Semiannually 219,488 224,662 7 UVA 125 12/2020 12/2023 In one installment at maturity date Annual fixed rate of 3.00% Semiannually — 72,380 8 UVA 134 01/2021 01/2025 In one installment at maturity date Annual fixed rate of 4.00% Semiannually 62,401 77,643 9 US$linked 92 06/2021 06/2024 In one installment at maturity date Annual fixed rate of 2.75% Quarterly basis 74,371 50,669 10 UVA 127 12/2021 06/2025 In one installment at maturity date 0% n/a 58,623 72,891 11 $ 2,000 12/2021 06/2023 In one installment at maturity date Variable annual rate: Badlar plus spread of 3.25% Quarterly basis — 6,462 12 (1) US$linked 23 03/2022 03/2027 In one installment at maturity date Annual fixed rate of 1.00% Quarterly basis 85,265 59,407 US$linked 75 08/2022 03/2027 In one installment at maturity date Annual fixed rate of 1.00% Quarterly basis 13 $ 2,348 03/2022 09/2023 In one installment at maturity date Variable annual rate: Badlar plus spread of 1.50% Quarterly basis — 7,583 14 US$linked 62.4 02/2023 02/2028 In one installment at maturity date Fixed rate of 1.00% Quarterly basis 50,455 — 15 (2) US$linked 87.4 06/2023 06/2026 In one installment at maturity date 0% n/a 80,106 — 16 (3) US$linked 180.4 07/2023 07/2025 In one installment at maturity date 0% n/a 165,853 — 18 (4) UVA 75 11/2023 11/2027 In one installment at maturity date Annual fixed rate of 1.00% Quarterly basis 43,380 — 19 (5) (6) US$linked 34.6 11/2023 11/2026 In one installment at maturity date 0% n/a 78,339 — 30.9 12/2023 11/2026 In one installment at maturity date 0% n/a (*) This accounting balances includes remeasurement, interest and related expenses. (1) For Series 12 Notes issued on August 16, 2022, the subscription price was above par, so that on the date of issuance, its value was $11,621 million ( $45,064 million in current currency as of December 31, 2023), equivalent to US $86 million without considering the issuance expenses. (2) For the Series 15 Notes: the subscription price was above par, so that on the date of issuance, its value was $24,474 million ( $50,580 million in current currency as of December 31, 2023), equivalent to US $102.3 million without considering the issuance expenses. (3) For the Series 16 Notes: the subscription price was above par, so that on the date of issuance, its value was $57,186 million ( $111,133 million in current currency as of December 31, 2023), equivalent to US $213.2 million without considering the issuance expenses. (4) For the Series 18 Notes, the subscription price was above par, so that on the date of issuance, its value was $37,435 million ( $46,968 million in current currency as of December 31, 2023), equivalent to US $213.2 million, of which the Company received funds for $56,906 million ( $29,825 million in current currency as of December 31, 2023) and $13,512 million ( $16,953 million in current currency as of December 31, 2023) (equivalent to 34.1 million UVAs of nominal value) through the exchange of a portion of Series 7 Notes, net of issuance expenses for $151 million ( $190 million in current currency as of December 31, 2023). (5) For the Series 19 Notes, the subscription price was above par, so that on the date of issuance, its value was $17,058 million ( $21,402 million in current currency as of December 31, 2023), equivalent to US $48.3 million without considering the issuance expenses. (6) For the additional Series 19 Notes, the subscription price was above par, so that on the date of issuance, its value was $18,102 million, equivalent to US $49.9 million without considering the issuance expenses. Núcleo Global Programs for the issuance of Notes In connection with the Notes Global Program for a maximum outstanding amount of up to 500,000,000,000 of Guaraníes (approximately $3,200 million as of the date of issue), Núcleo issued several series of Notes, which amounts and main characteristics as of December 31, 2023 and 2022 are described below: Amount Interest Accouting balance involved Issuance Maturity payment (in millions) (*) Series Currency date date Amortization Interest rate date As of December 31, (in millions) 2023 2022 1 Gs. 120,000 03/2019 03/2024 In one installment at maturity date Annual fixed rate of 9.00 % Quarterly basis 13,234 8,953 2 Gs. 30,000 03/2019 03/2024 In one installment at maturity date Annual fixed rate of 9.00 % Quarterly basis 3,296 2,230 3 Gs. 100,000 03/2020 03/2025 In one installment at maturity date Annual fixed rate of 8.75 % Quarterly basis 11,042 7,471 4 Gs. 130,000 03/2021 01/2028 In one installment at maturity date Annual fixed rate of 7.10 % Quarterly basis 14,558 9,834 5 Gs. 120,000 03/2021 01/2031 In one installment at maturity date Annual fixed rate of 8.00 % Quarterly basis 13,452 9,087 (*) This accounting balances includes remeasurement, interest and related expenses. b) Bank and other financing entities loans b.1) Details of loans Principal Interest Accouting balance Entities Currency residual Maturity Amortization Interest rate Spread payment (in millions) (*) nominal value date date As of December 31, (in millions) 2023 2022 US$ 94 03/2027 Semiannually Variable annual rate: SOF 6 months between 4.43% and 7.18% Semiannually 80,195 66,903 International Finance Corporation (IFC) US$ 120 Between 08/2024 and 08/2025 Semiannually Variable annual rate: SOF 6 months between 5.03% and 5.28% Semiannually 100,869 118,290 US$ 185 08/2029 (1) Semiannually from 08/2024 Variable annual rate: SOF 6 months 6.50% Semiannually 153,759 103,760 Inter-American Investment Corporation (IIC) US$ 17 12/2024 Semiannually Variable annual rate: SOF 6 months 6.28% Semiannually 14,100 19,403 Inter-American Development Bank (IDB) (2) US$ 301 06/2027 Semiannually Variable annual rate: SOF 6 months between 7.18% and 9.18% Semiannually 245,930 103,629 China Development Bank Shenzhen Branch (CDB) (3) RMB 1,134 12/2027 Semiannually Annual fixed rate of 4.95% N/A Semiannually 118,208 73,126 $ — 07/2023 (4) In one installment at maturity date Modified annual fixed rate 55.00 % N/A Monthly — 12,459 Banco Santander Argentina S.A. $ — 10/2023 (5) In one installment at maturity date Modified annual fixed rate 79.00 % N/A Monthly — 4,754 (Santander) $ — 07/2023 (6) In one installment at maturity date Modified: annual fixed rate of 44.50 % N/A Monthly — 11,131 $ — 06/2023 In one installment at maturity date Annual fixed rate of 47.00 % N/A Monthly — 3,135 Banco BBVA Argentina S.A. (BBVA) $ — 03/2023 In one installment at maturity date Annual fixed rate of 43.90 % N/A Monthly — 3,178 $ — 05/2023 In one installment at maturity date Annual fixed rate of 44.85 % N/A Monthly — 4,692 Finnvera (7) US$ 51 Between 11/2025 and 11/2026 Semiannually Variable annual rate: SOF 6 months between 1.47% and 1.63 % Semiannually 36,728 34,606 Export Development Canadá (EDC) (8) (9) US$ 27 Between 12/2026 and 05/2023 Semiannually Variable annual rate: SOF 6 months between 1.63% and 6.65 % Semiannually 20,130 8,743 BBVA (10) $ 147 07/2025 Monthly Annual fixed rate of 47.90 % N/A Monthly 149 622 PSA Finance Argentina (10) $ 327 07/2025 Monthly Annual fixed rate of 42.90 % N/A Monthly 335 1,418 Rombo Compañía Financiera (11) $ 233 07/2025 Monthly Annual fixed rate between 70.9% and 77.9 % N/A Monthly 244 — Banco Industrial and Commercial Bank of China (Argentina) S.A.U. (ICBC) (12) $ — 08/2023 Monthly Annual fixed rate of 4.90 % N/A Monthly — 257 Cisco Systems Capital Corporation (Cisco) and others (13) US$ 30 between 10/2022 and 11/2026 Quarterly basis Annual fixed rate of 4.00 % N/A Quarterly basis 27,140 31,072 (*) This accounting balances includes remeasurement, interest and related expenses. (1) In June, 2022 the Company executed a proposal for a credit line to finance the expansion of fixed and mobile network coverage with IFC for a total amount of up to US $ 184.5 million, as requested in a timely manner by the Company (the “Loan”). On July 15, 2022, the Company received a disbursement for a total amount of US $184.5 million ( $98,834 million in current currency as of December 31, 2023) of which the Company received funds for US $181.5 million ( $97,218 million in current currency as of December 31, 2023) were credited, because US $3 million ( $1,616 million in current currency as of December 31, 2023) corresponding to debt issuance expenses. (2) On October 17, 2023, the Company subscribed two new tranches (5 and 6) under the IDB loan for a total of US $120 million, equivalent to $41,145 million ( $58,236 million in current currency as of December 31, 2023), net of issuance expenses for $866 million ( $1,226 million in current currency as of December 31, 2023). The funds were used to pay for the 5G spectrum. (3) During 2023 and 2022, the Company has subscribed new tranches for a total of RMB 431.3 million ( $31,298 million in current currency as of December 31, 2023) and RMB 488 million ( $40,308 million in current currency as of December 31, 2023), respectively. (4) In July, 2022, the Company executed an addendum to Santander loan signed on August 18, 2021 for a total amount of $4,000 million ( $16,592 million in current currency as of December 31, 2023) and agreed to change the principal maturity amortization schedule that would take place on August 18, 2022, by deferring it to July 27, 2023. Additionally, a new fixed interest rate from 40.5% to 55% annual nominal was renegotiated from July 27, 2022. This transaction was recognized as a debt extinguishment, recognizing a loss of $118 million that is included in “Borrowings renegotiation results” item, within financial results. As of December 31, 2023, this loan has been cancelled. (5) In October, 2022, the Company executed an addendum to Santander loan signed on October 15, 2021 for a total amount of $1,500 million ( $5,152 million in current currency as of December 31, 2023), and agreed to change the amortization schedule of principal maturity that would take place on October 17, 2022, by deferring it to October 17, 2023. Additionally, a new fixed interest rate from 37.75% to 79% annual nominal was renegotiated from October 17, 2022. As of December 31, 2023, this loan has been cancelled. (6) In March, 2023, the Company executed an addendum to Santander loan signed on March, 2022 for a total amount of $3,500 million ( $8,954 million in current currency as of December 31, 2023), and agreed to change the principal maturity amortization schedule whose maturity was on March 9, 2023, by deferring it to July 10, 2023. Additionally, a new fixed interest rate from 44.5% of 73.5% annual nominal was renegotiated. This transaction was recognized as a debt refinancing, recognizing a loss of $799 million that is included in “Borrowings renegotiation results” item, within financial results, net. As of December 31, 2023, this loan was totally repaid. (7) During 2022, the Company received a disbursement for a total amount of US $11.4 million ( $6,582 million in current currency as of December 31, 2023) of which the Company received funds for US $9.7 million ( $5,634 million in current currency as of December 31, 2023), because US $1.7 million ( $948 million in current currency as of December 31, 2023) corresponding to the premium equivalent to 14.41% of the total amount committed by the lenders under the credit line were deducted from the initial disbursement). With this disbursement, the total amount committed for this line of credit is completed. (8) On January 3, 2022, the Company submitted a proposal for an export credit line for a total amount of up to US $23.4 million to the following entities: (i) JPMorgan Chase Bank, N.A., as initial lender, residual risk guarantor and agent of the facility, (ii) JPMorgan Chase Bank, N.A., Buenos Aires branch as an onshore custody agent, and (iii) JPMorgan Chase Bank, N.A. and EDC as lead co-organizers, which was accepted on the same date. The line of credit is guaranteed by EDC, the official export credit agency of Canada. The funds received will be used to finance up to 85% of the value of certain imported goods and services, up to 50% of the value of certain national goods and services and the total payment of the EDC surplus equivalent to 14.41% of the total amount committed by the lenders under the line of credit. During 2022, the Company received a disbursement for a total amount of US $23.3 million( $12,557 million in current currency as of December 31, 2023), of which the Company received US $19.5 million( $10,748 million in current currency as of December 31, 2023) net of debt issuance expenses deducted, the total amount committed for this line of credit is completed. (9) On May 5, 2023, the Company submitted a proposal for an export credit line for a total amount of up to US $50 million to EDC, the official export credit agency of Canada. The funds received will be used to finance up to 100% of the payments due to “Nokia Solutions and Networks Oy” and/or “Nokia Spain S.A.”, received from August 30, 2022 until November 1, 2024. On September 28, 2023, the first disbursement of US $12.7 million ( $6,799 million in current currency as of December 31, 2023) was received, maturing in May 2030. The principal disbursed accrues compensatory interest at a semi-annual SOFR plus a margin of 6.65 percentage points. (10) On June 10, 2022, the Company executed a proposal for a credit line with Peugeot to finance the acquisition of 350 utility vehicles for a total amount of $1,042.7 million ( $4,646 million in current currency as of December 31, 2023) plus VAT. For each acquisition, the Company will pay an advance of 40% of the value, financing the remaining 60% in 36 consecutive monthly installments at the rate agreed at the time of each acquisition through PSA Finance Argentina and/or BBVA. (11) On June 29, 2023, the Company executed a pledge loan with Rombo Compañia Financiera to finance 50% of the acquisition of 59 utility vehicles for a total amount of $521.2 million (VAT included) ( $1,077 million in current currency as of December 31, 2023). For each acquisition, the Company agreed to pay advance payments of 50% of the value, financing the remaining 50% , equivalent to $260.6 million ( $539 million in current currency as of December 31, 2023), in 24 consecutive monthly installments at the following rates: i) $80.3 million ( $166 million in current currency as of December 31, 2023) at a rate of 70.9% , ii) $180.3 million ( $372 million in current currency as of December 31, 2023) at a rate of 77.9% . (12) On August 30, 2022, the Company executed a proposal for a credit line with Ford to finance the acquisition of 43 utility vehicles for a total amount of $222 million ( $861 million in current currency as of December 31, 2023) plus VAT. For the acquisition, the Company was paid an advance of 50% of the value, financing the remaining 50% of $122.6 million ( $475 million in current currency as of December 31, 2023) in 12 consecutive monthly installments at a fixed rate of 4.9% through ICBC. As of December 31, 2023, this loan has been cancelled. (13) During 2023 and 2022, the Company received a disbursement for a total of US $5 million ( $2,448 million in current currency as of December 31, 2023) and US $17 million, equivalent to $1,911 million ( $9,392 million in current currency as of December 31, 2023), respectively. b.2) LIBOR transition During July, 2023, the Company signed addendums to the Finnvera loan and the two loans with IFC based on US$ LIBOR in order to replace LIBO rate with SOF rate, plus a 0.42826% adjustment margin. The transition date under the addendum was in November 2023 for Finnvera loan. For IFC loans, the transition dates were on August and September 2023. During September, 2023, the Company signed addendums to the IDB loan based on US$ LIBOR in order to replace LIBO rate with SOF rate, plus a 0.42826% adjustment margin. The transition date under the addendum was in December 2023. The Company does not maintain any LIBOR-based loans as of December 31, 2023. c) Compliance with covenants The Company holds certain loans with IFC, IIC, IDB, Finnvera, EDC, and CDB, hereinafter collectively referred to as the "Lenders", which, as of December 31, 2023, amount to $769,919 million. These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions: i) "Net Debt/EBITDA" and ii) "EBITDA/Interest Net" on a quarterly basis, along with the presentation of the Company’s financial statements. Considering the complexity of Argentina's economic situation, described in Note 29, which prevented the early and accurate estimation of the ratios, the Company requested and obtained from the Lenders waivers regarding the obligation to present the Net Debt/EBITDA ratio from December 31, 2023 until March 15, 2024. These waivers were conditioned upon certain obligations during the period, which have been met to date. During March 2024, the Company requested and obtained from the Lenders new waivers effective until March 31, 2025, which allow increasing the maintenance Net Debt/EBITDA ratio above the originally established level (raising it to 3.75 ), for the calculation period between December 31, 2023 and December 31, 2024, establishing a net debt of US $2.700 billion on each calculation date, among other matters. In addition, during the term of the waivers, the payment of dividends will be permitted between October 1, 2024 and December 31, 2024, for a maximum amount of US$ 100 million, while in compliance with a maintenance Net Debt/EBITDA ratio of less than 3 . The Company has complied with the Net Debt/EBITDA ratio established in the waiver obtained in March 2024, and is also in compliance with the rest of the commitments assumed and in force on the date of issuance of these consolidated financial statements. |