Grupo Clarín S.A. Annual Report 2014

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FY2014 Annual Report · Grupo Clarín S.A.

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ANNUAL
REPORT 2014

Disclaimer

Some of the information in this Annual Report (the “Annual Report”) may contain projections or other

forward-looking statements regarding future events or the future financial performance of Grupo

Clarín. You can identify forward-looking statements by terms such as ”expect”, ”believe”, “anticipate”,

“estimate”, “intend”, ”will”, “could”, “may” or ”might”, the negative of such terms or other similar

expressions. These statements are only predictions and actual events or results may differ materially.

Grupo Clarín does not intend to or undertake any obligation to update these statements to reflect events
and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Many factors could cause the actual results to differ materially from those contained in Grupo Clarín’s

projections or forward-looking statements, including, among others, general economic conditions, Grupo

Clarín’s competitive environment, risks associated with operating in Argentina, a rapid technological and

market change, and other factors specifically related to Grupo Clarín and its operations.

The Annual Report and certain boxes and charts that include highlighted information for illustrative

purposes throughout this publication, include financial information as of and for the fiscal years ended

December 31, 2014 and 2013, which was extracted from the Consolidated and the Parent Only Financial

Statements as of December 31, 2014, presented on a comparative basis, and their related notes. The

Annual Report and the Highlights should be read in conjunction with such financial statements and

related notes, the report of Grupo Clarín’s independent accountants, Price Waterhouse & Co. S.R.L.,

Buenos Aires, Argentina (a member firm of PriceWaterhouseCoopers) relating to such financial

statements, and the report of Grupo Clarín’s Supervisory Committee.

Financial and Operational Highlights

2014 Macroeconomic Environment

Perspectives for the Upcoming Year

The Year 2014 and the Media Sector in Argentina and the World

Regulatory framework and conditions for the journalistic and media activity during 2014

The Company. Origin, Evolution and Profile

Grupo Clarín and its Business Segments in 2014

Supplementary Financial Information

CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM

Stock Information and Shareholder Structure

CABLE TELEVISION AND INTERNET ACCESS

Programming, Cable Television and Internet Services

Commercialization and Customer Service

Competition

PRINTING AND PUBLISHING

Arte Gráfico Editorial Argentino

Diario Clarín

Products

Internet

Other Newspapers

BROADCASTING AND PROGRAMMING

Artear

Radio Mitre

DIGITAL CONTENT AND OTHERS

Digital Content

Other Services

Ferias y Exposiciones Argentinas

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Our Commitment

The Voice of the People

Social and Sustainability Coverage

Promoting Involvement

Community Engagement and Social Advertising

Fostering Education and Culture

Media Literacy and Protection of Young Audiences

Excellence in Journalism Training

Our People

Environment

RISK FACTORS

BUSINESS PROJECTIONS AND PLANNING

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2014

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ANNUAL
REPORT 2014

19,616.2

Net Sales 2014
(In million of Ps.)

FINANCIAL HIGHLIGHTS

(In million of Ps.)

Net Sales

2014

2013

YoY

19,616.2

14,100.2

39.1%

Adjusted EBITDA(1)

5,024.5

3,272.8

53.5%

Adjusted EBITDA Margin(2)

25.6%

23.2%

10.4%

Income for the period

1,345.5

800.7

68.0%

(1) We define Adjusted EBITDA as net sales minus cost of sales

(excluding depreciation and amortization) and selling and administrative

expenses (excluding depreciation and amortization). We believe that

Adjusted EBITDA is a meaningful measure of our performance. It is

commonly used to analyze and compare media companies on the basis

of operating performance, leverage and liquidity. Nonetheless, Adjusted

EBITDA is not a measure of net income or cash flow from operations and

should not be considered as an alternative to net income, an indication

of our financial performance, an alternative to cash flow from operating

activities or a measure of liquidity. Other companies may compute

Adjusted EBITDA in a different manner; therefore, Adjusted EBITDA as

reported by other companies may not be comparable to Adjusted EBITDA

as we report it.

(2) We define Adjusted EBITDA Margin as Adjusted EBITDA over

Net Sales.

2014

5,024.5

Total EBITDA 2014
(In million of Ps.)

ADJUSTED EBITDA

(In million of Ps.)

2014

2013

YoY

Cable TV and Internet Access

4,693.7

2,850.7

64.7%

Printing and Publishing

(136.7)

76.2

(279.4%)

Broadcasting and Programming

495.5

334.1

48.3%

Digital Content and Others

(13.0)

13.1

(198.9%)

Subtotal

Eliminations(1)

5,039.6

3,274.0

53.9%

(15.1)

(1.2)

1,155.5%

Total

5,024.5

3,272.8

53.5%

(1) Adjustments of income/loss from discontinued operations.

3,491.1

Total Consolidated
Subscribers 2014
(In thousands)

OPERATING RESULTS

2014

2013

YoY

Total Consolidated Subscribers(1)(3)

3,491.1

3,492.5

(0.0%)

Total Internet Subscribers(1)

1,837.7

1,711.6

7.4%

Circulation(1)

276.5

296.7

(6.8%)

Audience Share %(2)

Prime Time

Total Time

33.3%

35.4%

(5.9%)

26.7%

28.0%

(4.6%)

(1) Figures in thousands.

(2) Share of broadcast TV audience according to IBOPE for AMBA.

Prime Time is defined as Monday through Friday from 8 pm to 12 am.

Total Time is defined as Monday through Sunday from 12 pm to 12 am.

(3) Total subscribers consolidated following the same consolidation

methods used in the financial statements as of each year end.

compared to the preceding month. The decision
not to return to the voluntary international debt
market also contributed to this scenario, but to a
lesser extent.

The above-mentioned devaluation of the Argentine
peso per se, together with an adjustment in
interest rates aimed at stabilizing the demand
for local currency, allowed the Government to
stop the drain on international reserves suffered
by the BCRA in spite of the implementation of
foreign exchange controls. Devaluation also
caused an inflationary acceleration that gave rise
to a considerable drop in the purchasing power
of people’s income (in pesos and especially in US
dollars), and rapidly offset the competitiveness
gained through such devaluation. Consequently,
and despite the expansive trend of fiscal policy,
in 2014 the Argentine economy registered a sharp
contraction in consumption and in the level of
economic activity, compared to 2013.

Despite this recessive environment and the
slowdown in prices recorded in the last part of
the year as a consequence of BCRA’s decision to
anchor the exchange rate, there was a sharp rise
in inflation levels during 2014. The price index
surveyed by the consulting company ECOLATINA
closed the year at +37.7%, i.e. approximately 10.5
percentage points above the level of the previous
year. This increase is the highest since 2002, and
contrasts with the single-digit levels registered
by all other countries in the region, except for
Venezuela.

These annual price dynamics exceeded of the
increase in the official Ps./USD exchange rate (by
approximately 6 percentage points). Consequently,
by the end of 2014, the real Ps./USD exchange rate
(taking into account the inflation rate differential
between Argentina and the United States) stood
below the rate registered in December 2013, a
month before the devaluation.

This complex scenario, marked by decreases in
both consumption and economic activity coupled
with high inflation, was also marked by a decrease
in exports that exacerbated the scarcity of foreign
currency. During 2014, export values decreased by
almost 12% year-on-year, equivalent to USD9.7
billion. This new decrease of the main source
of foreign currency for the Argentine economy,
confirmed that it is impossible to continue to
finance economic activity by depleting currency
reserves, and that the size of the economy needs
to be adjusted to the decrease in the availability
of foreign currency.

The drop in imports mitigated to a large extent the

2014 MACROECONOMIC ENVIRONMENT

The growth rate of the world economy in 2014
(+3.3%) was virtually similar to the previous
biennium according to recent figures published
by the International Monetary Fund. This year’s
general slowdown of the emerging economies,
particularly and more markedly of Latin-American
economies, was offset by the better performance
of the main developed countries.

In fact, while the group of emerging economies
led by China and Russia once again registered
above-average growth –though lower than in
2013 (+4.4%, i.e. 0.3 percentage points below the
level of the previous year)– growth in developed
countries (+1.8%) remained below average but
showed a marked improvement against the
previous year (0.5 percentage points above the
level of 2013).

Of particular note is the sharp slowdown of Latin-
American economies, which during the last three
years have recorded growth rates below the global
average, with a growing gap. The poor growth
rate registered in 2014 by this group of countries,
of only 1.2% (compared to +2.8% in 2013) is
the lowest in the last five years (excluding the
contraction attributable to the 2008/2009 crisis)
and is a consequence of the stagnation of its most
important member (Brazil).

In this global framework, in 2014 the Argentine
economy faced its most complex year in the
last decade. The contraction of exports and of
economic activity, though lower in both cases
than those of 2009, were in this case coupled with
inflationary acceleration, the loss of purchasing
power and a decrease in employment.

The world economy continued to grow at two
different paces, below average for developed
countries and above average for emerging
countries, reflecting the structural nature of
the global accumulation process, centered on
emerging economies.

This scenario was affected to a large extent by
the negative side effects of the early devaluation
of the Argentine peso implemented by the end of
January 2014, when the Central Bank of Argentina
(“BCRA”, for its Spanish acronym) decided to
adjust the official Ps./USD exchange rate by +23%

decrease in exports, which gave rise to a new decline
in the annual trade balance surplus (USD6.7 billion,
a record low since 2001), although the decline was
of only USD1.3 billion, compared to 2013.

In spite of this reduced trade surplus, and despite
the fact that the Government lifted restrictions on
the purchase of foreign currency by individuals
for the purpose of saving, subject to a 20% tax
advance, to be credited against future income tax
(referred to in Argentina as ‘savings’ dollars), the
level of BCRA’s reserves at year-end (USD31.4
billion) stood slightly above the level registered
in 2013 (+USD0.8 billion), after dropping below
USD27.0 billion in early April.

The significant increase in the level of reserves
during the last months of the year is mainly
due to the fact that Argentina received the first
tranches of the currency swap executed with the
Central Bank of the People’s Republic of China
(approximately USD2.7 billion out of an agreed
aggregate of USD11.0 billion).

A material portion of the imbalances faced by the
Argentine economy is attributable to fiscal and
monetary issues. The national public accounts
have been deteriorating uninterruptedly since 2005

(when the primary fiscal surplus reached its record
high, accounting for 3.9% of GDP). The national
primary fiscal imbalance worsened significantly
throughout 2014 and was increasingly financed
with the printing of currency.

In 2014, the monetary authority issued a record
high amount of pesos in order to aid the National
Treasury (approximately Ps.160.0 billion, a 70%
increase, compared to the amount issued the
previous year). However, the year-on-year growth
of the monetary base (+22.5%) was lower than
the increase in 2013, mainly due to the aggressive
treasury bill placement policy implemented by
the monetary authority. The aggregate amount
of outstanding treasury bills (Ps.260.5 billion
as of December 2014) more than doubled the
figures recorded in 2013. Said financing in local
currency was coupled with the aid to the National
Treasury in foreign currency for approximately
USD11 billion, which were used to honor interest
payments on the country’s sovereign debt held by
private creditors and international agencies. The
National Treasury's debt with the Central Bank
currently stands at more than USD50 billion.

Without counting remittances from the National
Social Security Administration (ANSES, for its

Spanish acronym) and the Central Bank, the
national primary deficit rose to Ps.159.7 billion
(approximately 3.7% of nominal GDP) during the
year, almost doubling the figure for 2013. The
financial deficit (i.e. deficit after payments of
interest on public debt) climbed to Ps.230.9 billion
(approximately 5.3% of GDP) in the year under
analysis. Both figures are record highs since 2003,
both in absolute and in relative terms.

Such fiscal deterioration took place in spite of
the last decade’s increasing increase in the tax
pressure (a current record high for the three
governmental levels [(national, provincial and
municipal)] on a consolidated basis).

Of particular note are the results of the recently
published Annual Survey of Urban Households,
which reveal the magnitude of the impact of
recession on employment rates in the Argentine
economy. According to such survey, total
employment (private and public) experienced a
year-on-year drop of 2.5% as of the 3rd quarter
of 2014, which accounts for almost 400,000
fewer employed workers than in 2013. Such
loss of employment was not reflected in higher
unemployment rates due to the drop in activity
and employment rates.

PERSPECTIVES FOR THE UPCOMING YEAR

Latin-American emerging economies are adapting
to the new global scenario marked by the
strengthening of the US dollar with respect to
the rest of the currencies and the fall in the prices
of oil and most agricultural and non-agricultural
commodities. Adjustment includes, in general, a
depreciation of their currencies in real terms aimed
at adjusting their imports to the lower generation
of dollars (commercial and financial). This, in turn,
leads to a greater or lesser extent to the slowdown
of these countries’ growth rates (and decrease of
their nominal GDP in US-dollar terms).

In the case of the Argentine economy in particular,
this new external scenario, which is clearly less
favorable than that of previous years, is coupled
with the fact that the stagnation of the Brazilian
economy is expected to continue.

In this framework, the short-term performance
of the Argentine economy will depend mostly on
the country's ability to generate sufficient foreign
currency to honor interest payments on its foreign
debt and to finance the necessary imports to
recover the growth of productive activity, in order

not to add more pressure on the BCRA's reserves.

The new projected decline in export values,
both as a result of the fall in the terms of
exchange and the expected decrease in exports
of industrial products, mainly to Brazil, is a factor
that conditions the performance of the Argentine
economy in 2015.

Should the current course of the economic
policies extend throughout the remainder of the
term of the current administration, the country’s
economic imbalances, far from being corrected,
will deepen. Faced with the needs of an election
year, the Government is likely to focus its economic
policy, to a larger extent, on boosting the economy
within the shortest term possible. To that end,
the Government is likely to continue to delay
the adjustment of the Ps./USD exchange rate
to curb inflationary pressures, and to consider
the possibility of resorting to external borrowing
in an attempt to offset the projected lower real
generation of foreign currency. Notwithstanding
the foregoing, even if progress is made in this
respect, the weight that such a boost to the

economic activity level in due time and form would
have in an election year as a result of the above-
mentioned strategy, is uncertain. In summary, the
considerations raised above reflect the complex
scenario that the Argentine economy will have to
face during 2015, taking into account the limited
room for maneuver that the economic policy
makers will have as a result of the macroeconomic
imbalances brewed in the high fase of the cycle.
The return of the historical external constraint on
growth, has given rise to budgetary constraints
to which economic policy makers are
little
accustomed, but with which they will necessarily
have to cope during their remaining months in
office.

THE YEAR 2014 AND THE MEDIA
SECTOR IN ARGENTINA AND THE WORLD

During 2014, the performance of the global media
sector maintained the rate of growth registered
in previous years, according to the 2014-2018
Global Perspectives Report, for the Entertainment
and Media Sectors recently published by Price
Waterhouse & Co. The report analyses the current
situation of the main segments of the sector in
54 countries and makes five-year forecasts. This
sector’s consolidated revenues closed the year
under analysis with a rise similar to the one
recorded in 2013 (approximately 5%), once again
above that recorded by the world GDP.

Argentina and Brazil are two of the nine countries
which entertainment and media industries have
the highest growth potential through 2018,
according to such report. Driven by a growing
middle class, China, Brazil, Russia, India, Mexico,
South Africa, Turkey, Argentina and Indonesia
will represent as a whole approximately 20% of
the global media and entertainment industry’s
revenues in 2018.

The growth of digital revenues (+14% compared
to 2013, according to this same report) again
stood out among the above-mentioned revenue
evolution, because they continued to increase
at a rate that was significantly above average.
As a result, digital revenues already account for
a little less than 10% of the aggregate industry
revenues (this percentage rises a little above 25%
considering advertising revenues only).

Behind this trend there is an unprecedented
digital revolution. The recurring emergence of new
technologies is transforming the way in which we
carry out our day-to-day activities and is leading
to a deep change in the conduct of our societies,
in relevant aspects, such as the ways in which we
communicate, generate knowledge or consume
the media.

Digital natives and nomads are the key drivers
of this cultural change. The flexibility, user-
friendliness and above all mobility of digital
devices, in particular mobile smartphones, are
among the key drivers of this revolution. Lastly,
the accelerated migration of content, audiences
and advertisers towards the digital ecosystem
represents the main consequence of this process.

Hence, technological innovation allows for the
generation of increasingly powerful devices with
increasingly lower purchase prices. The new
generations of networks, increasingly faster and
with greater storage capacity, drive the growing
penetration of the broadband.

The foregoing promotes a growing consumption
of the media, with well-defined characteristics,
to wit: Mainly audiovisual and increasingly multi-
platform and participative (media as producers and
“socializers” of content). At the same time as this
notable change in the way people use media, there
is also a change in people’s purchasing patterns

that is reflected in the high growth of e-commerce,
based on the emergence of new channels and the
possibility of customized offerings.

At a corporate level, the speed of the changes
in the digital ecosystem has outstripped by far
companies’ capacity to adapt to such changes.
The digital revolution has transformed the
business ecosystems of many industries, forcing
companies to reorganize themselves as fast as
possible. Hence, it is increasingly important for
media companies to consider digital technology
in their strategic design, in the training of their
resources and in the development of business
plans. In this search for new business models,
the data collection and subsequent intelligent
data analysis is becoming increasingly important,
not only as a technology to be used in audience
management but also as a business generating
factor in itself.

The printing industry is undergoing a strong
transformation and restructuring on a global basis.
In the main developed countries, where there is
a strong technological disruption, new business
models such as paywalls, subscription plans,
membership clubs, discounts, etc. are constantly
being analyzed to engage new generations that
are reading more content in multiple devices.

One of the main sources of revenues for traditional
media companies, advertising, is facing major

In turn, the advertising pie of broadcast television
in 2014 continued to widen the gap in terms
of which sector attracts the largest share of
advertising in the local market. Broadcast
television advertising outperformed the printed
media, mainly due to the lower dynamism that
these media have been experiencing year after
year as a consequence of the emergence of new
trends and platforms.

Finally, printed newspaper circulation has
continued to show the downward structural trend
specific to this segment of the industry, strongly
influenced by new technologies and consumption
patterns. In contrast, it is worth noting the
exponential, sustained increase in the number of
visits to social networks and websites that create
content, mainly news sites, with newspapers at
the top of the rankings.

The foregoing poses a challenge for printed
newspaper companies, but at the same time it
represents an opportunity in a highly changing
ecosystem in which consumers are increasingly
interested. Within the framework of this
ecosystem, deriving profitability from digital
newspapers by generating revenues in line with
their growing number of readers is still the main
challenge faced by newspaper publishers from an
economic-financial standpoint.

challenges in this complex scenario. The first of
those challenges is how to disseminate mass
messages in an environment that is becoming
increasingly customized. To this end, many of the
new technologies allow companies to identify
consumer preferences in detail and thus offer them
only what may be of interest to them. However,
there are great difficulties, many of them as a
result of the great variety of devices with which
consumers are in contact. This segmentation of
content and audiences poses one of the greatest
challenges for traditional, mass and multitarget
media in this new paradigm.

Another great challenge is to face the
disintermediation typical of this accelerated
migration, and the consequent loss of revenues
for traditional businesses in favor of native
and consolidated intermediaries of the digital
ecosystem, such as Google and Facebook.

All of the above poses a great challenge and at
the same time represents an opportunity for each
of the different segments of the media industry,
which in the face of this changing reality are
bound to reformulate their strategies and business
models.

For the local media industry, 2014 was marked
by slow dynamics, because even though revenue
generation was higher than in the previous year, the
corresponding growth was lower than the average
inflation rate measured by private consulting
companies. In fact, as mentioned above under the
heading “2014 Macroeconomic Environment”, the
recession coupled with accelerated inflation that
characterized the Argentine economy throughout
the year was an additional source of stress for this
industry.

In addition to the macroeconomic trends, at a
micro level, the National Government once again
escalated its attacks against the press with
the clear purpose of colonizing the media and
weakening independent media in general, and
Grupo Clarín in particular. The regulatory tools
devised to increase governmental intervention and
affect private media sustainability, the discrediting
campaigns and attacks against journalists and
directors from media that are critical of the current
administration, the arbitrary allocation of official
advertising, the use of publicly-owned media as
promotional tools for the government, and the
expansion of pro-government media (sustained
only by the official advertising allocated to
them) are good examples of such escalation. In
this complex environment, both at a macro and
microeconomic level, the figures corresponding to

the main sources of revenue of the industry were
modest, to say the least, and heterogeneous. In
fact, the paid television segment continued to
expand at above-average rates, at higher nominal
rates than those observed in previous years as a
consequence of the inflationary acceleration. The
new subscribers gained in the months preceding
the FIFA World Cup mitigated the relatively slower
growth observed during the rest of the year. The
incorporation of new technologies allowed the
industry to offer supplementary services focused
on the customization of consumption patterns,
thus creating products that are more appealing to
consumers.

The demand for broadband maintained the same
dynamics observed in the last years, although
it grew at lower rates as a result of its high
penetration at a local level (among the highest
in Latin America). The strong growth of Internet
access from mobile platforms, caused by the
massification of new technologies applied to new
mobile devices, is a highlight of the year under
analysis. However, there is still a long way to go
to in connection with the necessary investments
required to improve both the networks and their
speed.

In this respect, we note that both at the
international and local levels there is a widespread
demand by consumers for higher connection
speed, especially taking into consideration the
growing consumption of streaming content.
The emergence of new players that do not have
proprietary networks and instead leverage third-
party networks to reach users, creates more
demand from users, but also increases the cost of
infrastructure and technology necessary to meet
such demand at affordable prices, thus causing
new tensions in this segment of the industry.

During 2014, according to the Company’s own
estimates, total advertising investment recorded
a year-on-year increase of approximately 25% in
nominal terms, virtually similar to that observed
in the previous year despite the above-mentioned
inflationary acceleration. This increase was mostly
driven by government advertising expenditures,
directed to continue to finance a matrix with a
growing share of publicly-owned and other pro-
government media.

Of particular note is the performance of digital
advertising, which continued to increase its share
in total advertising revenues and is expected to
continue to grow well above average over the next
years.

Regulatory framework and conditions for the journalistic and media activity during 2014

In addition to the above, during 2014 Grupo
Clarín continued to face an escalating level of
harassment. Such harassment was executed
through official and para-official structures, with
the clear intention of dismantling the group,
compromising its sustainability, undermining its
credibility, and directly and indirectly limiting its
journalistic activities.

The Government continued to use tools to exert
pressure through abuse of bureaucratic controls
or controls by public agencies that took the form
of administrative persecutions, discriminatory
resolutions, disproportionate tax controls, and
recurring audits. In this scenario, Grupo Clarín faced
administrative persecutions from several agencies
of the National Government throughout 2014.

In the audiovisual sector, this offensive against
the media was expressed through the selective
application of the Audiovisual Communication
Services Law No. 26,522 (LSCA, for its Spanish
acronym). Its controversial implementing
regulations clearly exceed the legal framework by
granting powers to the enforcement agency that
are not vested in that agency by the law.

When the Company was served with the Supreme
Court’s decision
that sections
that declared
of the LSCA that had been challenged by the
Company were constitutional, and faced with the
de facto proceedings that sought to dispossess
the Company of its licenses and assets through
an ex officio procedure, on November 4, 2013,
the Company submitted to AFSCA and to the
Supreme Court of Argentina a voluntary proposal
to conform to the LSCA pursuant to section 161
of the LSCA. The proposal had been approved by
Board of Directors of Grupo Clarín at a meeting held
on November 1, 2013, which was adjourned and
resumed on November 3, 2013. With the proposal,
the Board sought to avoid the forced divestiture of
the Company’s assets by AFSCA.

The filing of the proposal resulted in the enactment
of AFSCA Resolution No. 1,471/AFSCA/2013,
whereby AFSCA suspended its first attempt
to enforce the ex officio divestiture procedure,
initiated pursuant to Resolution No. 2,276/
AFSCA/2012. Pursuant to Resolution No. 1,471/
AFSCA/2013, AFSCA stated its intention to refrain
from pursuing any administrative proceeding
under Resolution No. 2,276/AFSCA/2012.

With respect to AFSCA, in 2014 the persecution
against Grupo Clarín reached its peak with that
agency’s new attempt (later suspended by court) to
terminate arbitrarily the procedures proposed by the
Company and some of its subsidiaries to conform
to the provisions of the LSCA. Such proposal had
been duly filed by the Company and approved by
AFSCA in February 2014. However, AFSCA resumed
the ex officio divestiture process, thus confirming
all the red flags that pointed at the risk of arbitrary
enforcement by a non-independent authority.

The voluntary proposal –which does not interrupt
any of the judicial actions brought by the Company
and its subsidiaries, among others, to defend their
rights– was submitted together with a request
that the decision rendered by the Supreme Court
of Argentina be complied with in full. That is, that
the government guarantee that the enforcement
authority will be independent and unbiased, and
will have technical expertise, so as to ensure
a transparent and egalitarian treatment in the
application of the law.

The Company’s proposal consisted in a division of
Grupo Clarín's current structure into six independent
corporate units, whose respective owners will be
defined as the implementation process progresses.
This way, each unit will conform individually to the
provisions of Sections 45 and 46 of the LSCA and
its implementing regulations, and will be divided
according to the following detail:

• Unit I: Composed by (a) ARTEAR, owner of the
signal of Canal 13 of Buenos Aires and the news
signal TN (Todo Noticias). ARTEAR will also maintain
its interest in (i) Telecor, holder of the license of
Canal 12 of Córdoba and (ii) Bariloche TV, holder of
the license of Canal 6 of Bariloche. (b) Radio Mitre,
which will maintain the frequencies AM 790 and
FM 100 in Buenos Aires, AM 810 and FM 102.9 in

Córdoba, and FM 100.3 in Mendoza; and (c) certain
assets, liabilities, rights and obligations to be spun
off from Cablevisión (“Cablevisión Spinoff 1”),
which will include 24 local licenses for physical link
subscription television services and 2 licenses for
radio-electric link subscription television services,
in cities where there is no incompatibility with
broadcast TV.

• Unit II: Composed by the surviving Cablevisión,
which will continue to carry out the business
activities and operations of Cablevisión with all the
assets, liabilities, rights and obligations that are not
spun off from Cablevisión, including the registered
title of METRO as its own signal for the city of
Buenos Aires and as a signal to be exploited in the
provinces. It will include 24 licenses for physical link
subscription television services and 10 licenses for
radio-electric link subscription television services.

• Unit III: Composed by Cablevisión Spinoff 2,
which will include assets, rights and obligations to
be spun off from Cablevisión, including 22 licenses
for physical link subscription television services
and 10 licenses for radio-electric link subscription
television services.

• Unit IV: (a) composed by IESA, owner of the
signals TyC Sports and TyC Max; (b) the signals El
13 Satelital, Magazine, Volver, Quiero Música en mi
Idioma, and an equity interest in Canal Rural S.A.,
owner of the signal Canal Rural.

• Unit V: To be owned by one or more individuals
or legal entities that will not maintain a corporate
relationship with Radio Mitre, its controlling
companies, subsidiaries and/or controlled
companies in order not to infringe the current
multiple license regime, and which will own: (a) one
sound frequency modulation broadcasting service
for the city of San Miguel de Tucumán-FM 99.5,
(b) one sound frequency modulation broadcasting
service for the city of San Carlos de Bariloche-
FM 92.1, (c) one sound frequency modulation
broadcasting service for the city of Santa Fe-FM
99.3, and (d) one sound frequency modulation
broadcasting service for the city of Bahía Blanca-
FM 96.5.

• Unit VI: To be owned by one or more individuals
or legal entities that will not maintain a corporate
relationship with ARTEAR, its controlling
companies, subsidiaries and/or controlled
companies in order not to infringe the current
multiple license regime, and which shall hold
one broadcast television license for the city of

Bahía Blanca, province of Buenos Aires-LU81 TV
Canal 7 –and an equity interest in Cuyo Televisión
S.A., holder of one broadcast television license in
Mendoza-LV83 TV Canal 9 Mendoza–.

The proposal contemplates that the Company will
continue to own, directly or indirectly, only one
of the audiovisual communication service Units
(among those defined as Unit I and Unit II) of the six
that were described above.

The implementation of the proposal submitted by
the Company required the approval of AFSCA, the
intervention of other governmental and oversight
agencies and the approval of the shareholders at the
respective Shareholders' Meetings in order to carry
out the restructuring and the transfer of licenses,
assets, liabilities and operations to third parties.

On February 18, 2014, the AFSCA declared the
admissibility of said proposal and granted the
Company a term of 180 calendar days for its
implementation. On February 18, 2014, the
Company's Board of Directors decided to call for
an Extraordinary Shareholders' Meeting to be held
on March 20, 2014, in order to consider AFSCA
Resolution No. 193/2014 and to instruct the Board of
Directors to begin implementation of the proposal.

As from that moment, the Company and its
subsidiaries have devoted a great deal of effort to
implementing in due time and form the Proposal
approved by AFSCA and by their shareholders at
the respective Shareholders' Meetings.

On August 19, 2014, and within the 180-day term,
Grupo Clarín, ARTEAR, Radio Mitre and Cablevisión
made a filing with AFSCA in order to inform and
certify that they had duly completed all actions
required of those companies and necessary to
implement the Proposal in the terms in which it
had been approved pursuant to Resolution No. 193/
AFSCA/2014. The companies also requested (i)
that certain inapplicable orders issued AFSCA be
deemed responded, and that the agency order and
carry out any prior actions necessary to complete
the process, as requested in each of the filings
made by the Company, including the granting of an
extension of the term to implement the Proposal,
for as long as it takes that Agency to analyze and
instrument such prior actions, and (ii) that AFSCA
compel the other government agencies that must
necessarily intervene in this procedure (CNV, IGJ,
AFIP, SECOM, etc.) to issue the corresponding
authorizations that are required prior to the final
completion of the process.

Inexplicably, AFSCA intensified the persecution and
hostility to which the Company and its subsidiaries
had been subjected by issuing resolutions with
new requirements. Even though the Company filed
responses in due time and form, these resolutions
were intended to lay the legal foundations for
a new attempt to enforce the arbitrary and
unconstitutional ex officio divestiture procedure.

On October 9, 2014, AFSCA notified the Company,
ARTEAR, Radio Mitre and Cablevisión of AFSCA
Resolution No. 1,121/2014, whereby, on false
and arbitrary grounds, AFSCA decided to reject
the reorganization proposed by the Company,
the reorganization proposed by Cablevisión, the
formation of the foreign trusts required for the
implementation of such reorganizations and
the transfers proposed by the Company, ARTEAR,
Radio Mitre and Cablevisión, and to resume the
ex officio transfer procedures pursuant to Section
1, subsection a) of Annex I of AFSCA Resolution
No. 2,206/2012.

In view of the serious irregularities mentioned
above, upon a request made by the Company,
ARTEAR and RADIO MITRE in re “GRUPO CLARÍN
S.A. and Other v. National Government and Other
on Merely Declarative Action on Motion for appeal”
(File 7,263/2013/1), the National Court of First
Instance on Federal Civil and Commercial Matters
No. 1, Clerk’s Office No. 1, granted, on December 9,
2014, a preliminary injunction whereby it suspended
the effects of Resolution No. 1,121/AFSCA/2014
for a term of six months. The injunction was issued
within the framework of a claim brought by the
Company, requesting that the ex officio divestiture
procedure be declared unconstitutional. The

injunction was ratified by a decision of the Court
of Appeals, which was served on the Company on
February 20, 2015.

Finally, we refer to Resolution No. 1,329/
AFSCA/2014, which amends Resolution No. 1,047/
AFSCA/2014, whereby the AFSCA approved the
National Standard for Terrestrial and Broadcast
Digital Television Audiovisual Communication
Services, and to Decree No. 2,456/2014, which
approves the National Digital Audiovisual
Communication Services Plan. Both the Resolution
and the Decree are manifestly contrary to Law No.
26,522, which has higher hierarchy, because they
contradict the rights of the current licensees of
broadcast television services, including ARTEAR
and the subsidiaries that exploit broadcast
television services.

The main effect of these regulations, among other
identifiable technical effects, is that the rights
of the current broadcast television licensees
that obtained their licenses pursuant to Law No.
22,285 will be infringed by, among other things:
i) the imposition of new charges and obligations,
such as the obligation to multiplex and broadcast
other broadcast television stations under their own
responsibility, incurring liability for the costs derived
from such obligation; ii) the illegal assignment of
the category “licensee operator” discriminating
against them with respect to “authorized licensees”
and/or new licensees (non-operators) with respect
to the responsibilities and obligations involved,
generating a clear competitive disadvantage in the
advertising market; iii) the change in their service
category, which may have an impact on their
broadcast coverage area; and iv) the restriction on
the direct access to the exploitation of “One Seg”,
which entails a restriction to exploit the mobile
television service.

y RTA S.E. (Canal 7) on an equal and proportional
basis, and that it implements allocation mechanisms
with a reasonable jurisdictional equilibrium that
will for an adequate judicial control of any illegality
or unreasonableness in governmental action or
failure to act with respect to the allocation of public
funds to official advertising.

Thus, the Supreme Court of Justice confirmed
the existence of discriminatory conduct in the
allocation of official advertising towards one of
the companies of Grupo Clarín. Such discriminatory
conduct was also extended to the other companies
of the Group, in particular to Arte Gráfico Editorial
Argentino S.A. and Radio Mitre S.A. These cases
are similar to ARTEAR’s. The ARTEAR case is based
on the precedents of Editorial Perfil and Editorial
Río Negro, and the court held that because it had
already rendered judgment about the matter of
allocation of official advertising in those cases,
it could not now disregard its own doctrine.
This decision rendered by the Supreme Court of
Argentina has not been complied with during
2014. Therefore, the Government continued to
discriminate against ARTEAR in its allocation of
official advertising.

This situation had already worsened in the previous
year, when in addition to the discretionary allocation
of official advertising as an indirect censorship tool,
the Secretary of Domestic Trade put unprecedented
pressure on advertisers of several industries and
threatened them with fines if they advertised their
products or services on certain media. This virtual
boycott of private advertising, which affected
directly the economic sustainability of independent
media, lasted approximately until May, when the
situation started gradually to revert. However, the
current level of private advertising is below that
recorded before the boycott.

The government also continued to use public funds
and media on a discretionary basis to generate
content and shows devoted to political propaganda
and to the stigmatization of dissenting opinions;
placing a number obstacles and discriminating
against non-partisan media in the access to public
information and escalating government attacks
against such media to compromise their economic
sustainability and credibility.

In addition to those maneuvers, the attack against
independent media also includes continued actions
by several official agencies to seek control
of newsprint, the basic input for newspaper
production. The government's attempt to gain

ARTEAR and/or its subsidiaries affected by these
regulations will bring all legal, administrative and/
or judicial actions, as appropriate, to preserve their
rights intact as direct or indirect licensees for the
exploitation of broadcast television services.

During 2014, the Company and its subsidiaries were
also subject to other administrative maneuvers. The
effects of Resolution No. 50/2010 of the Secretariat
of Domestic Trade and subsequent resolutions
issued in connection thereto, which arbitrarily and
discriminatorily sought to fix Cablevisión S.A.'s
monthly basic subscription price, are still suspended
by the decision rendered by the Federal Court of the
city of Mar del Plata in response to a claim filed
by the Argentine Cable Television Association. The
federal court of Bahía Blanca has recently rendered
a decision ordering the nullification of such
Resolution No. 50 on the grounds that there are no
shortages in the cable television industry.

On September 17, 2014, Congress enacted Law No.
26,991, amending Supply Law No. 20,680, which
served as a basis for the issuance of Resolution
No. 50/2010. The constitutionality of the new law
has been challenged on grounds as the challenges
against Law No. 20,680. In fact, none of the
amendments introduced by Law No. 26,991 address
the law’s failure to comply with the requirements of
Section 76 of the Argentine National Constitution
in connection with the delegation of legislative
powers. The law grants wider, permanent powers
to the Executive Branch, represented by the
Secretariat of Domestic Trade. These powers

contravene property rights, the right to trade and
the right to engage in any lawful business, and
also violate the right to freedom of the press when
applied to media companies.

Additionally, in connection with an administrative
resolution issued by SECOM in 2010, whereby
Fibertel's license was revoked, there are
preliminary injunctions still in effect that suspend
the application of the resolution and challenge its
legality.

In this framework, also during 2014 the government
continued with the discriminatory allocation of
official advertising used to create and sustain pro-
government media, and to retaliate against critical
media, as a tool to condition the press.

In this regard, the Supreme Court of Justice
confirmed that since 2009 there has been a
discriminatory allocation of official advertising in
connection with Arte Radiotelevisivo Argentino
S.A., which in early 2012 reached the point of
receiving practically no official advertising. The
court confirmed the decision rendered by Chamber
No. 4 of the National Court of Appeals on Federal
Administrative Matters in re “Arte Radiotelevisivo
Argentino S.A. (ARTEAR) vs. EN-JGM-SMC on
Claim for the protection of constitutional rights
("acción de amparo", Law No. 16,986)”, and
ordered the national government to allocate official
advertising among América TV S.A., Telearte S.A.
(Canal 9), Teledifusora Federal (Canal 11), Arte
Radiotelevisivo Argentino (Canal 13) and SNMP S.E.

control of the paper industry has intensified,
through several measures that seek to hinder the
management of Papel Prensa (Papel Prensa supplies
approximately 95% of the Argentine newspapers
and the Company indirectly holds a 49% equity
interest in that company). The government has tried
to interfere with Papel Prensa's business practices
and bring legal and administrative actions against
it. On the legislative front, in 2011 Congress enacted
Law No. 26,736 whereby the production and sale of
newsprint was declared a matter of public interest.
Said law is still effective and so are the limits on
production and import of newsprint and the price
per newsprint ton.

Additionally, under the Capital Markets Law,
which was regulated by the Executive in 2013,
the Argentine Securities Exchange Commission
was vested with additional, discretionary powers
to intervene in the governance of publicly traded
companies. The CNV moved forward with certain
administrative proceedings concerning the
companies of Grupo Clarín that may lead to the
application of the most controversial aspects of the
Capital Markets Law. In fact, in July 2013, the CNV
issued Resolution No. 17,131 whereby the General
Ordinary Shareholders' Meeting of Grupo Clarín
S.A. held on April 25, 2013, was declared null and
void. The effects of this decision were suspended
pursuant to a decision rendered by Chamber V of the
National Court on Federal Administrative Matters in
re “GRUPO CLARÍN S.A. vs. CNV RESOL. 17,131/13
(FILE 737/13)” File No. 29,563/13. Grupo Clarín S.A.
was also served notice of an injunction issued on
August 12, 2013, by Chamber A of the Federal Court
of Appeals on Commercial Matters in re "SZWARC
RUBEN MARIO vs. NATIONAL GOVERNMENT
AND OTHERS on Injunction", a claim brought by
one of the Company's minority shareholders. The
injunction provided for the suspension of the effects
of Section 20 of Law No. 26,831 in connection with
Grupo Clarín S.A.

The regulatory framework of the Argentine
telecommunications sector is undergoing a process
of change. In December 2014, the Argentine
Congress passed Law No. 27,078, known as the
“Digital Argentina Act”, which partially repealed
National Telecommunications Law No. 19,798. The
new law subjects the effectiveness of Decree No.
764/00, which deregulated the telecommunications
market, to the enactment of four new sets of rules
that will govern the License, Interconnection,
Universal Service and Radio-electric Spectrum
regimes. Law No. 27,078 also repeals or
amends certain key aspects of the Audiovisual

Communication Services Law, in particular, it
repeals or eases the restrictions on telephone
companies to render audiovisual services, thus
generating unfair competition with the companies
in the sector.

The new law maintains the single country-wide
license scheme and the individual registration
of the services to be rendered, but replaces the
name telecommunication services with Information
and Communications Technology Services
(“TIC Services”, for their Spanish acronym).
Notwithstanding the foregoing, the scope of
the licenses originally granted to the Company’s
subsidiary, its merged and related companies, and
their respective registrations of services, remain
unaltered.

The
licenses will be called “Licencia Única
Argentina Digital” and will allow licensees to render
any telecommunication services to the public, be
they fixed or mobile, wired or wireless, national or
international, with or without the licensee’s own
infrastructure. The TIC Services registered with the
Argentine Secretariat of Communications under
the name of the Company’s subsidiary, its merged
and/or related companies are the following:
Data Transmission, Paging, Videoconference,
Community Retransmission, Transport of Broadcast
Signals, Value-Added, Radio-Electric Trunking,
Internet Access, Public Telephony, Local Telephony
and National and
International Long-Distance
Telephony.

The law created a new enforcement and oversight
Authority as a decentralized agency under the
jurisdiction of the Executive Branch: the Information
and Communications Technology Federal
Enforcement Authority (AFTIC, for its Spanish
acronym). The creation of this agency provided by
the new law has been challenged due to the fact
that it will entail its dependence on the Executive
Branch and jurisdictional conflicts with other
governmental agencies.

Another innovation of the recently enacted
legislation is the creation of a new public service
under the name “Public and Strategic Infrastructure

Access and Use Service for and among Providers”.
The right of access includes “providers having to
make available to other providers their network
elements, associated facilities or services to render
TIC services, even when such elements are used
to render audiovisual content services.” Under
this scheme, the government seeks to put private
companies that were created and developed
in competition on an equal footing with other
companies that enjoyed privileges derived from its
exclusive concessions.

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

Implementing regulations for Law No. 27,078
are still pending. Therefore, the economic and
operational impact that the creation of this
public service may have on licensees cannot be
ascertained. The government has taken no action
to apply the new law because the AFTIC has yet to
be organized.

THE COMPANY.
ORIGIN, EVOLUTION AND PROFILE

Grupo Clarín is Argentina's most prominent and
diversified media group and one of the most
important in the Spanish-speaking world. The
Company is organized and operates in Argentina and
its controlling shareholders and management are
Argentine. Grupo Clarín is present in the Argentine
printed media, radio, broadcast and cable television,
audiovisual production, the printing industry and
Internet access. Its leadership in the different
media is a competitive advantage that enables
Grupo Clarín to generate significant synergies
and expand into new markets. Substantially all of
Grupo Clarín's assets, operations and clients are
located in Argentina, where it generates most of its
revenues. The Company also carries out operations
at a regional level.

The companies that comprise Grupo Clarín employ
around 16,000 people and, as of year-end, reported
annual net sales of Ps.19.616 billion.

Grupo Clarín's history dates back to 1945, the year
in which Roberto Noble founded the newspaper
Clarín of Buenos Aires (“Diario Clarín”), with the
goal of becoming a mass-distribution and quality
newspaper, privileging information and committing
to the comprehensive development of the country.
Since 1969, Diario Clarín has been led by his wife,
Ernestina Herrera de Noble. It became the flagship
national newspaper and has consolidated its
position throughout the years thanks to the work
of its journalists and the loyalty of its readers.
Diario Clarín is now one of the Spanish-language
newspapers with the highest circulation in the
world. Grupo Clarín has been one of the main actors
in the changes undergone by the media worldwide.
It has incorporated new and varied printing
activities and decided to embrace technological
developments, investing to reach its audiences
through new platforms and channels and through
new audiovisual and digital languages.

In this way, Grupo Clarín entered the radio and
television sectors. Today, it is the owner of one
of the two leading broadcast television channels
in Argentina (ARTEAR/El Trece) and of AM/
FM broadcast radio stations. Along with the
newspaper, these media are recognized as the
most credible and considered leaders of Argentine
journalism in one of the most diverse media
markets in the world. For example, in Buenos
Aires, the Company's media compete in a market
that has 5 broadcast television stations, 550
radios, and 12 national newspapers.

CABLE TV & IN

only sports newspaper in Argentina; the free
newspaper La Razón and the magazines Ñ,
Genios, Jardín de Genios, Pymes and Elle,
among other publications. Through CIMECO, the
Company holds equity interests in the newspapers
La Voz del Interior, Día a Día and Los Andes, in
a market of approximately 200 regional and local
newspapers. The Company also holds an equity
interest in a national news agency (DyN). In the
audiovisual arena, the Company also produces one
of the 5 cable news signals (Todo Noticias), and
the cable television signals Volver and Magazine,
among others. It also produces sports channels
and events (TyC Sports), television contents and
motion pictures (Pol-Ka and Patagonik Film Group).

Another strength lies in its strategic stake in
the content distribution sector, through cable
television and Internet access. Since the
beginning of Multicanal's operations in 1992 and
after the recent acquisition of a majority interest
in Cablevisión, Grupo Clarín has created one of the
largest cable television systems in Latin America
in terms of subscribers. Cablevisión is the first
cable operator in Argentina among 700 operators
and always competes with other cable or satellite
options. Through Fibertel, it also provides high-
speed Internet services and has one of the largest
subscriber bases in a highly competitive market.
In line with the global trend, Grupo Clarín has
committed itself to expanding digital content
production. Grupo Clarín's Internet portals and
sites receive more than half of the visits to
Argentine websites.

limited liability. It gradually opened its capital to
other participants and, since October 2007, it is
listed on the Buenos Aires Stock Exchange and
on the London Stock Exchange. It takes pride
in having grown in Argentina, in being a source
of influence on a local level in an increasingly
transnational market with a size that enables it
to compete without losing strength among large
international players.

Grupo Clarín's investments in Argentina in the last
20 years have been very significant, always with
the same central focus: Journalism and the media.
Its activities have contributed to the creation of
an important Argentine cultural industry and
generate qualified and genuine employment. Its
vision and business model focus on investing,
producing, informing and entertaining, preserving
Argentine values and identity, and preserving
business
to ensure
independence
journalistic independence.

in order

In relation to its mission and values, since its
foundation, Grupo Clarín has undertaken intense
community activities. Grupo Clarín, together with
the Noble Foundation, which was established in
1966, organizes and sponsors several programs
and activities, particularly focused on education,
culture and citizen participation. Furthermore, as
an indication of its social responsibility throughout
its history, Grupo Clarín focuses on the ongoing
improvement of its processes, develops initiatives
that arise
from discussions with different
stakeholders, and works for sustainability.

Grupo Clarín also publishes Olé, the first and

In 1999 Grupo Clarín was incorporated as an
Argentine sociedad anónima, a corporation with

2 PRINTING & PU
100%

B
LI

H
I

AGEA

100%

50%

100%

80%

81%

49%

Oportunidades

Tinta Fresca

AGR

Unir

Impripost

CIMECO

Diario Los Andes

La Voz del Interior

Papel Prensa

37% 12%

1 CABLE TV & IN
60%

S
S

CABLEVISIÓN

THIS CHART ILLUSTRATES COMPANIES
IN WHICH GRUPO CLARÍN PARTICIPATES
DIRECTLY OR INDIRECTLY, ORGANIZED
BY BUSINESS SEGMENT

Because Argentine Corporate Law No. 19,550

(as amended, the “Argentine Corporate Law”)

requires that companies have at least two

shareholders, a small percentage of the capital

stock of certain of our subsidiaries is held by

GC Minor S.A., a company owned by Grupo Clarín

(95.3%) and AGR S.A. (4.7%).

This chart does not include certain intermediate

holding vehicles and certain subsidiaries that

do not have significant assets or business.

BROADCASTIN

3
99.2%

G & P

M
M

N
G

Telecor Canal 12

Telba Canal 7

Bariloche TV

Pol-Ka Producciones

Patagonik Film Group

ARTEAR

85.2%

100%

55%

33%

100%

IESA

96%

50%

25%

Auto Sports

TSC

TRISA

Canal Rural Satelital

100%

Radio Mitre

DIGITAL CONTE

4
100%

N
T

COMPAÑÍA DE
MEDIOS DIGITALES

100%

Gestión Compartida

Ferias y Exposiciones
Argentinas

GRUPO CLARÍN AND ITS BUSINESS SEGMENTS IN 2014

In terms of results, Grupo Clarín and its business
segments grew again in 2014 in a highly
challenging context. During this year the Company
consolidated the positive economic and financial
performance trends of the previous years in terms
of revenues.

Net consolidated sales increased by 39.1%,
from Ps.14,100 to Ps.19.616 billion. The growth in
cable modem Internet access subscribers played
a key role in the performance of subscription
revenues. Sales of the remainder of the Company's
products and services also increased.

By the end of 2014, Grupo Clarín's gross
(including
consolidated financial

indebtedness

sellers financing, accrued interest and fair value
adjustments) was approximately Ps.4.593 billion,
while net consolidated indebtedness was
approximately Ps.2.875 billion, representing
an increase of 10.9% and 15.4%, respectively,
compared to the previous year. This was mostly
due to the fact that approximately 85% of the
Company's indebtedness as of December 31,
2014, is denominated in US dollars and that the
Argentine Peso depreciated by 31.2% in 2014,
from Ps.6.52 = USD1 as of December 31, 2013 to
Ps.8.55 = USD1 as of December 31, 2014.

The following is a description of the most
significant events related to the situation and
management of each of Grupo Clarín's business
segments during 2014.

reached

Cost of sales (Excluding Depreciation and
Amortization)
Ps.9,638.5 million,
an increase of 35.6% from Ps.7,108.9 million
reported for 2013 due to higher costs in our
business segments, mainly due to higher costs in
the Cable TV and Internet access, Broadcasting
and Programming and Printing and Publishing
segments.

and Administrative

Selling
Expenses
(Excluding Depreciation and Amortization)
reached Ps.4,953.3 million, an increase of 33.2%
from Ps.3,718.5 million in 2013. This increase was
mainly due to higher expenses in the Cable TV
and Internet access and Printing and Publishing
segments.

SALES BREAKDOWN BY SOURCE OF REVENUE - DECEMBER 2014 vs. DECEMBER 2013

(In million of Ps.)

INTERNET ACCESS

& PUBLISHING

& PROGRAMMING

& OTHERS

CABLE TV &

PRINTING

BROADCASTING

DIGITAL CONTENT

ELIMINATIONS(1)

TOTAL

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

87.2

80.3

1,407.3

1,235.9

1,898.2

1,398.0

41.7

55.4

(193.5)

(147.3)

3,241.0

2,622.2

16.5%

18.6%

Advertising

Circulation

Printing

1,288.4

1,091.0

184.7

218.5

Video Subscriptions

10,776.8

7,398.3

Internet Subscriptions

2,755.6

1,909.7

Programming

Other Sales

606.6

360.8

156.3

107.4

416.8

271.3

329.5

144.2

(0.0)

(4.0)

1,288.3

1,086.9

(51.4)

(49.2)

133.3

169.4

6.6%

0.7%

7.7%

1.2%

10,776.8

7,398.3

54.9%

52.5%

(12.1)

(8.2)

2,743.4

1,901.6

14.0%

13.5%

(154.5)

(108.0)

262.3

572.2

440.8

(435.3)

(352.8)

1,171.2

221.5

700.3

1.3%

6.0%

1.6%

5.0%

Total Sales

14,226.1

9,749.1

3,036.6

2,652.8

2,586.3

1,871.7

613.9

496.1

(846.8)

(669.5)

19,616.2

14,100.2

100.0%

(1) Eliminations include Grupo Clarín’s intercompany balances and operations and also adjustments of income/loss from discontinued operations.

ADJUSTED EBITDA

(In million of Ps.)

CABLE TV AND INTERNET ACCESS

PRINTING AND PUBLISHING

BROADCASTING AND PROGRAMMING

DIGITAL CONTENT AND OTHERS

Subtotal

Eliminations(2)

Total

(2) Adjustments of income/loss from discontinued operations.

2014

4,693.7

(136.7)

495.5

(13.0)

5,039.6

(15.1)

2013

2,850.7

76.2

334.1

13.1

3,274.0

(1.2)

YoY

64.7%

(279.4%)

48.3%

(198.9%)

53.9%

1,155.5%

5,024.5

3,272.8

53.5%

Adjusted EBITDA reached Ps.5,024.5 million,
an increase of 53.5% from Ps.3,272.8 million
reported for 2013, driven by higher sales and
margin expansion in the Cable TV and Internet
access and in Broadcasting and Programming
segments; although was partially offset by a
negative EBITDA in the Printing and Publishing
segment.

Financial results net totaled Ps.(1,730.5) million
compared to Ps.(1,473.8) million for 2013. The
increase was mainly due to higher interest
expenses and peso depreciation during 2014,
which went from Ps.6.52 per dollar at the end
of December 2013, to Ps.8.55 per dollar as of
December 31, 2014.

Equity in earnings from unconsolidated affiliates
in 2014 totaled Ps.39.8 million, compared to
Ps.99.5 million for 2013.

Other Income (expenses), net reached Ps.2.6
million, compared to Ps.69.5 million in 2013.

Income tax as of December 2014 reached
Ps.(587.4) million, from Ps.(97.9) million in
December 2013.

Income from Discontinued Operations,
reached Ps.34.7 million in 2014, compared to
Ps.53.8 million for 2013.

Income for the period totaled Ps.1,345.5
million, an increase of 68.0% from Ps.800.7
million reported for 2013. This was mainly a
consequence of higher EBITDA in the Cable
TV and Internet access and Broadcasting and
Programming segments, and was partially offset
by a lower EBITDA in the Printing and Publishing
segment and the peso depreciation. The Equity
Shareholders Income for the period amounted to
Ps.804.1 million, an increase of 67.6% compared
with December 2013.

Cash used in acquisitions of property, plant
and equipment (CAPEX) totaled Ps.2,513.7
million in 2014, an increase of 35.2% from
Ps.1,859.3 million reported for 2013. Out of the
total CAPEX in 2014, 94.3% was allocated to the
Cable TV and Internet access segment, 3.4% to
Printing and Publishing segment and the remaining
2.3% to other activities. Capex in the Cable TV and
Internet Access segment pertains to subscriber
growth, network upgrades and digitalization.

Debt profile(1): Debt coverage ratio for the
period ended December 31, 2014, was 0.79x and
the Net Debt at the end of this period totaled
Ps.2,912.3 million.

(1) Debt Coverage Ratio is defined as Total Financial Debt divided by Adjusted

EBITDA (Last Quarter Annualized). Total Financial debt is defined as financial

loans and debt for acquisitions, including accrued interest.

FY13

% Change

DEBT AND LIQUIDITY

(In million of Ps.)

SHORT TERM AND LONG TERM DEBT

CURRENT FINANCIAL DEBT

Financial loans

Negotiable obligations

Accrued interest

Acquisition of equipment

Sellers Financing Capital

Sellers Financing accrued interest

Related Parties Capital

Related Parties accrued interest

Bank overdraft

NON-CURRENT FINANCIAL DEBT

Financial loans

Negotiable obligations

Accrued interest

Acquisition of equipment

Sellers Financing Capital

Sellers Financing accrued interest

Related Parties Capital

Related Parties accrued interest

Bank overdraft

TOTAL FINANCIAL DEBT(A)

Measurement at fair Value

TOTAL SHORT TERM AND LONG TERM DEBT

Cash and Cash Equivalents(B)

Net Debt(A) - (B)

Net Debt/Adjusted EBITDA(1)

% USD Debt

% Ar. Ps. Debt

DEBT PROFILE AS OF DECEMBER 31, 2014(2)

(USD MM, Balance Sheet)

FY14

1,704.2
396.6
752.5
121.8
168.9
3.8
-
14.1
2.6
243.9
2,925.5
40.5
2,568.1
-
316.9
-
-
-
-
-
4,629.7
(36.5)
4,593.2
1,717.4
2,912.3
0.50x
84.5%
15.5%

1,295.9
49.5
924.6
120.1
90.3
3.5
-
9.9
1.1
97.0
2,890.1
247.1
2,531.9
-
104.7
-
-
4.2
2.2
-
4,186.0
(43.1)
4,142.8
1,650.5
2,535.5
0.65x
90.6%
9.4%

550

500

450

400

350

300

250

200

150

100

183

195

2015

2016

103

2017

2018

2019

TOTAL

DEBT PROFILE AS OF FEBRUARY 28, 2015(2)

(USD MM, Balance Sheet)

600

550

500

450

400

350

300

250

200

150

100

202

185

111

2015

2016

2017

2018

2019

TOTAL

31.5%
701.2%
(18.6%)
1.4%
87.0%
8.8%
NA
43.0%
138.7%
151.6%
1.2%
(83.6%)
1.4%
NA
202.6%
NA
NA
(100.0%)
(100.0%)
NA
10.6%
15.5%
10.9%
4.1%
14.9%
(23.6%)
(6.6%)
63.7%

525

583

(2) Exchange Rate: 8.55 ARS/USD as of December 31, 2014, and 8.72 ARS/USD as of February 28, 2015.

The Legal Reserve has already reached the limit
established by Law No. 19,550 and CNV resolutions
and, therefore, the Company is not required to
appropriate net income to the legal reserve.

Below is a summary of the main criteria on which
the above appropriation of net income for the year
to the optional reserve mentioned above proposed
by the Board of Directors is based:

- as mentioned above in this Annual Report and as
exhaustively described in the Company's financial
statements, the circumstances that gave rise to
the setting up of this reserve are still prevailing.
Therefore, the Board of Directors proposes to the
Shareholders that, given the uncertainties related
to the LSCA, the eventual implications of the
implementing regulations of the Digital Argentina
Act, and the contributions that are expected to be
required by some subsidiaries for the reasonable
management of their businesses, among other
issues, it would be prudent and reasonable to
appropriate net income for the year to the optional
reserve.

Directors’ responsibility statement

The Statement of Operations as of December 31,
2014, recorded a net income of Ps.804.1 million.
Such income is basically derived from the income
generated by the investments in subsidiaries
which amounted to Ps.731.2 million, which
includes the income generated by the investment
in the subsidiary Inversora de Eventos S.A.,
classified as Net Income from Discontinued
Operations during this year.

Grupo Clarín S.A. is still controlled by GC Dominio
S.A., which holds 64.2% of its voting rights.
Balances and transactions with related parties are
detailed in Note 16 to the Consolidated Financial
Statements.

Proposal of the board of directors

We confirm that to the best of our knowledge:

Net income for the year ended on December 31,
2014, was Ps.804,101,687.

In light of the situation outlined in this Annual
Report in connection with the proposal to conform
to the LSCA, the dividend distribution proposal
presented by the Boards of Directors of each of
Grupo Clarín's subsidiaries, the financial position of
certain subsidiaries which are expected to require
in 2015 contributions to be made using a substantial
portion of the dividends receivable mentioned
above, and the expected future cash flows from
operating and financing activities, the Board of
Directors considers that it would not be prudent
to propose any dividend distribution. Hence, the
Board of Directors proposes to the Shareholders'
Meeting that such net income of Ps.804,101,687
be appropriated to the Optional Reserve to give
financial aid to its subsidiaries and the LSCA.

- the consolidated financial statements included
with this annual report, prepared in accordance
with IFRS, give a true and fair view of the assets,
liabilities, financial position and profit or loss of
the Company and the undertakings included in the
consolidation taken as a whole; and

- this annual report includes a fair review of the
development and performance of the business and
the position of the Company and the undertakings
included in the consolidation taken as a whole,
together with a description of the principal risks
and uncertainties that they face.

On behalf of the Board,
Alejandro Urricelqui
Vice Chairman
Grupo Clarín

SUPPLEMENTARY FINANCIAL INFORMATION

The information included in the Supplementary
Financial Information is part of this Annual Report
and, therefore, both should be read in conjunction.

Financial position and results of its operations

During this year, the main changes in the
Company's financial position and results of its
operations were the following:

Working capital (current assets minus current
liabilities) at year-end decreased by Ps.41.6
million compared to the previous year, from
(positive) Ps.165.4 million to (positive) Ps.123.9
million. This decrease is basically evidenced in
the decrease in Company funds (the items Cash
and Banks and certain Current Investments) in the
amount of Ps.122.3 million, net of a net increase in
balances with related parties and the placement
of forward instruments.

With respect to non-current items, the most
significant variation was recorded under Investments
in unconsolidated affiliates, mainly as a
consequence of: (i) the net increase generated by
the results obtained by Grupo Clarín's subsidiaries,
mainly Cablevisión S.A. (indirectly), Arte Gráfico
Editorial Argentino S.A., and Arte Radiotelevisivo
Argentino S.A., (ii) the increase generated by
new contributions made to certain subsidiaries,
mainly Arte Gráfico Editorial Argentino S.A., and
(iii) the decrease generated by the collection
of dividends of certain subsidiaries, mainly the
companies through which the Company indirectly
controls Cablevisión S.A. and Arte Radiotelevisivo
Argentino S.A.

CORPORATE
GOVERNANCE,
ORGANIZATION AND
INTERNAL CONTROL
SYSTEM

CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM

Grupo Clarín's Board of Directors is responsible
for the Company's management and approves its
policies and overall strategies. Pursuant to the By-
laws, the Board of Directors is comprised by ten
permanent directors and ten alternate directors
who are elected at the Ordinary Shareholders'
Meeting on an annual basis. Four of them (two
permanent and two alternate members) are
required to be independent directors, appointed in
accordance with the requirements provided under
the CNV rules.

MEMBERS OF THE BOARD OF DIRECTORS

Grupo Clarín's Board of Directors is comprised by
the following members, appointed at the Annual
Ordinary Shareholders' Meeting and Special
Meeting per Class of Shares, held on April 29, 2014:

Jorge Carlos Rendo

Alejandro Alberto Urricelqui

Pablo César Casey

Chairman

Vice Chairman

Director

Grupo Clarín also has a Supervisory Committee
comprised of 3 permanent members and 3 alternate
members, who are also appointed on an annual
basis at the Ordinary Shareholders' Meeting. The
Board of Directors, through an Audit Committee,
is in charge of the ongoing oversight of all matters
related to control information systems and risk
management, and issues an annual report on
these topics. The members of the Company's Audit
Committee may be nominated by any member of
the Board of Directors and a majority of its members
must meet the independence requirement provided
under CNV rules.

SUPERVISORY COMMITTEE

Grupo Clarín's Supervisory Committee is comprised
by the following members, appointed at the
Annual Ordinary Shareholders' Meeting and
Special Meeting per Class of Shares, held on April
29, 2014:

Saturnino Lorenzo Herrero Mitjans

Director

Raúl Antonio Morán(2)

Héctor Mario Aranda

Ignacio R. Driollet

Lorenzo Calcagno

Director

Carlos A. P. Di Candia(2)

Director

Pablo San Martín(2)

Independent Director

Hugo Ernesto López(2)

Alberto César José Menzani

Independent Director

Rubén Suárez(2)

Luis María Blaquier

Jorge Ignacio Oría(1)

Director

Miguel Ángel Mazzei(2)

Director

Martín Gonzalo Etchevers

Hernán Pablo Verdaguer

Alternate Director

AUDIT COMMITTEE

Permanent Member

Alternate Member

Juan Ignacio Giglio

Alternate Director

The Audit Committee is comprised as follows:

Francisco Iván Acevedo

Alternate Director

Sebastián Bardengo

Alternate Director

Alberto César José Menzani

Horacio Eduardo Quiros

Alternate Director

Lorenzo Calcagno

Chairman

Vice Chairman

Carlos Rebay

Alternate Director

Alejandro Alberto Urricelqui

Permanent Member

Luis Germán Fernández

Alternate Director

Pablo César Casey

Sebastián Salaber

Francisco Saravia

Alternate Director

Carlos Rebay

Alternate Director

Luis Germán Fernández

Alternate Member

(1) During the year, Jorge Oría requested leaves of absence. During those

periods he was replaced by the Alternate Director Sebastián Salaber.

(2) Independent members of the Supervisory Committee.

CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM

Grupo Clarín organizes its activities under
an executive structure comprising: External
Relations Department; Corporate Finance
Department; Corporate Control Department;
Corporate Strategy Department; Audiovisual
Content Department; Corporate Human Resources
Department; Corporate Affairs Department; Digital
Content Department.

The overall criteria used to appoint managers are
based on the background and experience in the
position and the industry, companies they have
worked for, age, professional and moral aptitude,
among other factors.

In order to identify opportunities and streamline
structures and systems with the aim of improving
processes and making informed decisions, Grupo
Clarín sets forth several procedures and policies
for controlling the Company's operations. The
areas responsible for the Company's internal
controls, both at the Company level and at the
level of its subsidiaries and affiliates, contribute
to the safeguarding of shareholders' equity,
the reliability of financial information and the
compliance with laws and regulations.

Compensation of the Members of the Board of
Directors and Senior Management

Compensation of the members of the Board of
Directors is decided at the Shareholders' Meeting
after the close of each fiscal year, considering the
cap established by Section 261 of Law No. 19,550
and related regulations of the CNV.

All of Grupo Clarín's subsidiaries have compensation
arrangements with all of their officers in executive
and managerial positions, which contemplate a
fixed and variable remuneration scheme. Fixed
compensation is tied to the level of responsibility
attached to each position, prevailing market
salaries and performance. The annual variable
component is tied to performance during the fiscal
year based on the objectives set at the beginning
of the year. Grupo Clarín does not have any stock
option plans in place for its personnel.

As mentioned in Note 20 to the Consolidated
Financial Statements, on January 1, 2008, Grupo
Clarín began to implement a long-term savings
plan for certain executives of Grupo Clarín and its
subsidiaries. Executives who adhere to such plan
will contribute regularly a limited portion of their
salary to a fund that will allow them to increase

their income at the retirement age. Furthermore,
each company matches the sum contributed by
such executives. This matching contribution will
be added to the fund raised by the employees.
Under certain conditions, employees may access
such fund upon retirement or upon termination
of their jobs with Grupo Clarín. This long-term
benefit has a strong withholding component and
is considered as an integral part of the employee's
total compensation for comparative purposes with
prevailing market salaries. During 2013, certain
changes were made to the savings system,
although its operation mechanism and the main
characteristics with regard to the obligations
undertaken by the company were essentially
maintained.

The parameters used in fixing compensations are
in line with customary market practices followed
by companies of the scale of Grupo Clarín. To this
end, the Company assesses the relative weight of
the several positions within the company, as well
as the performance of the employee that holds the
position. In order to assess positions and compare
salaries in different markets, the Company
uses the services and reports of prestigious HR
companies at the national and international level.

Annual Shareholders' Meeting

STOCK INFORMATION AND SHAREHOLDER STRUCTURE

CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM

Grupo Clarín held its Annual Ordinary Shareholders'
Meeting on April 29, 2014. On this occasion,
the shareholders reviewed and approved the
accounting records for fiscal year No. 15 ended
on December 31, 2013, and the performance
and compensation of the members of the Board
of Directors and the Supervisory Committee.
Among other things, they elected the permanent
members and alternate members of the Board of
Directors and the Supervisory Committee for the
year 2014. In addition, the shareholders approved
the distribution of cash dividends in the amount of
Ps.240,000,000, payable in two installments, the
first one for Ps.80,000,000 payable within 30 days
following the date of the Shareholders' Meeting
and the second one for Ps.160,000,000 payable on
or before December 31, 2014.

Dividend Policy

Grupo Clarín does not have a formal dividend
policy governing the amount and payment of
dividends or other distributions. According to its
By-laws and the Argentine Corporate Law, Grupo
Clarín may lawfully pay and make declarations of
dividends only out of the retained earnings stated
in the Company's annual Financial Statements
prepared in accordance with Argentine GAAP and
CNV regulations and approved at the Shareholders'
Meeting. In such case, dividends must be paid on
a pro rata basis to all holders of shares of common
stock as of the relevant record date.

Set-up of reserves

Pursuant to the Argentine Corporate Law and CNV
resolutions, Grupo Clarín is required to set up a
legal reserve of no less than 5% of each year's
retained earnings until such reserve reaches
20% of its outstanding capital stock plus the
corresponding adjustment. The legal reserve is not
available for distribution to shareholders.

Code of Corporate Governance

the aforementioned and

in
In addition
conformity with the CNV's decisions concerning
the filing of the report about compliance with
the Code of Corporate Governance (Resolution
No. 606/12), Grupo Clarín prepared the report
for the year under analysis, which is attached as
an exhibit to the annual report available at the
company’s website.

Grupo Clarín is listed in the Buenos Aires Stock Exchange
where it trades its shares, and in the London Stock
Exchanges, where it trades its shares in the form of GDS.

GCLA

Ps.47.4

USD9.5

287,418,584

143,709,292

London Stock Exchange (LSE) - Ticker:

Bolsa de Comercio de Buenos Aires

(BCBA) - Ticker:

GCLA (BCBA) Price per share,

December 31, 2014

GCLA (LSE) Price per GDS,

December 31, 2014

Total Shares

Total GDS

Controlling Shareholders(2)
Free Float
GS Unidos, LLC (RB)(3)

EQUITY
PARTICIPATION
AT IPO(1)

(%)

The original IPO
allocation was 80%
international
and 20% local

70.9%
20.3%
8.8%

SHAREHOLDER STRUCTURE

Number of Shares(4)

Controlling Shareholders

GS Unidos, LLC (RB)

Free Float

- International

- Local

TOTAL

204,030,277

25,156,869

58,231,488

27,740,888 (48%)

30,490,600 (52%)

287,418,584

(1) Since the IPO, our shareholders and management acquired approximately 7.8 MM shares

(13.7% of the free float).

(2) Controlling Shareholders: Ernestina H. de Noble, Héctor H. Magnetto, José Antonio

Aranda and Lucio Rafael Pagliaro.

(3) GS Unidos, LLC, a company under the indirect control of Mr. Ralph Booth (Director).

(4) As of March 10, 2015.

CABLE TELEVISION
& INTERNET ACCESS

CABLE TELEVISION AND INTERNET ACCESS

Grupo Clarín operates, through Cablevisión,
one of the main regional cable television and
broadband systems. This segment's revenues
mainly derive from monthly subscriptions to cable
television service and high-speed Internet access.
Its revenues also derive from connection and
advertising charges, sales of premium and pay-
per-view programming, digital packages, DVR,
high definition (HD) signal packages, VOD (Video
On Demand) services and the magazine.

Out of Grupo Clarín's total sales in 2014 the
Cable TV and Internet access segment was the
Company's main revenue driver, with sales of
Ps.14.226 billion, considering intersegment sales.

In terms of geographic availability of Grupo
Clarín's services, by the end of 2014, its network
reached approximately 7.5 million Argentine

households. Grupo Clarín provides services in the
city of Buenos Aires and suburban areas, as well
as in the cities of Buenos Aires, Santa Fe, Entre
Ríos, Córdoba, Corrientes, Formosa, Misiones,
Salta, Chaco, Neuquén and Río Negro. Regionally,
Grupo Clarín also operates in Uruguay.

As of December 31, 2014, it had approximately
3,359,100 paid TV subscribers in Argentina,
131,900 in Uruguay and 1,837,700 Internet
subscribers in Argentina.

By the end of 2014, most of the homes in
Cablevisión's network were passed by its 750MHz
bi-directional broadband. Cablevisión's 750MHz
networks enable it to offer services and products
that generate additional revenues, such as access
to Internet, digital services and premium channels.

CABLE TV & INTERNET A

2014
2013

NET
SALES

(In millions of Ps.)

2014
2013

CABLE TV & INTERNET A

14,226.1
9,749.1
45.9%

ADJUSTED
NET
EBITDA
SALES

(In millions of Ps.)
(In millions of Ps.)

4,693.7
2,850.7
64.7%

OPERATING STATISTICS - CABLE TV AND INTERNET ACCESS

Homes Passed(1)

Bidirectional Homes Passed
CABLE TV
Total Consolidated Subscribers(1)(3)

Subscribers - Argentina

Subscribers - International (Uruguay)

% over Homes Passed

Total Equity Subscribers(4)

Churn Rate %

DIGITAL VIDEO
Digital Ready Pay TV Subs

Total Digital Decoders

- Argentina

- International

Penetration over Digital Ready TV Subs

INTERNET SUBSCRIBERS
Total Internet Subscribers(1)

- Cablemodem(1)

- ADSL(1)

- Dial Up(1)

% over Bidirectional Homes Passed

Total ARPU(2)

(1) Figures in thousands.

2014
7,514.1

68.9%

3,491.1

3,359.1

131.9

46.5%

3,619.8

13.6%

2,774.0

1,405.0

1,235.8

169.2

50.6%

1,837.7

1,828.1

4.5

5.1

35.5%

339.5

2013

7,509.5

66.5%

3,492.5

3,367.5

125.0

46.5%

3,618.8

12.7%

2,769.7

1,260.0

1,117.2

142.8

45.5%

1,711.6

1,699.4

5.8

6.4

34.3%

235.6

YoY

0.1%

3.6%

(0.0%)

(0.2%)

5.5%

(0.1%)

0.0%

7.3%

0.2%

11.5%

10.6%

18.5%

11.3%

7.4%

7.6%

(22.9%)

(19.7%)

3.6%

44.1%

(2) Net Sales / Average Pay TV Subscribers (does not include subscribers from discontinued operations in Paraguay).

(3) Total subscribers consolidated following the same consolidation methods used in the financial statements as of each year end.

(4) Total subscribers considering the equity share in each subsidiary.

Programming, Cable Television
and Internet Services

Cablevisión offers subscribers a basic service
plan that
includes the main programming
signals, depending on the capacity of local
networks.
It offers basic and premium
programming from more than 25 providers and
broadcast television stations of the city of
Buenos Aires.

Cablevisión's subscribers may purchase
premium packages in addition to the basic
service for an additional fee. These packages
or services have a number of signals additional
to those offered in the basic package, with a
unique content differentiated by film genre,
adult programming, sports or a combination of
these options.

Cablevisión is also offering digital services
to its subscribers that include a basic digital
package, as well as Premium and High Definition
(HD) services and Video On Demand (“VOD”)
programming. The digital service reaches the
city of Buenos Aires and its surrounding areas
(the “AMBA Region”), the city of La Plata and
the major markets of the regions (for instance,

Udn LITORAL

Udn CENTRO

Udn INTERNACIONAL

Udn SUR

Udn AMBA

Udn BUENOS AIRES

CABLE TELEVISION AND INTERNET ACCESS

residential or corporate user, providing specific
solutions, such as, virtual private network or
“VPN” services, traditional Internet Protocol
(“IP”) connections and corporate products that
include additional services.

Internet
Cablevisión provides high-speed
services in the AMBA region, the cities of La
Plata, Córdoba, Rosario, Campana, Río Cuarto,
Posadas, Salta, Olavarría, Pergamino, Mar del
Plata, Bahía Blanca, Santa Fe, and other cities
of the provinces.

Córdoba, Rosario, Santa Fe, etc.). This digital
service enables to broaden the signal offering
and features an on-screen programming guide.

Cablevisión offers a high definition signal
package (Cablevisión Digital HD) as well as the
Cablevisión Max HD product in locations with
the necessary technology to broadcast under
this format. During 2014 and through the HD
platform, Cablevisión broadcast events in 3D
for customers subscribed to the Premium HD
service.

Since 2012, Cablevisión has been offering a
Video On Demand (VOD) platform that allows
subscribers to buy programs or event packages
on demand through a programming library and
that features video functions (pause, fast-
forward, rewind). The VOD content has signals,
such as, Wobi TV, HBO, Discovery, ARTEAR,
among others.

During 2014, Cablevisión launched “Cablevisión
Play”, a service that offers subscribers access
on demand to a library with 7,000 titles, from

any device inside and outside the subscriber's
home. The new online platform offers movies,
series and live sports events. That company
also
launched Cablevisión Store, a new
function for Cablevisión HD and Cablevisión
Max HD subscribers that allows them to buy
Premium packages from their remote control.

Cablevisión also offers Cablevisión Flex, an
optional social service of digital paid television
with a reduced subscription, to approximately
500,000 neighbors of
low-income areas.
This service, which seeks to enhance "digital
inclusion", includes the installation of digital
set-top units and allows clients to buy a
service with fewer signals for half the price
and gradually buy additional signal packages
until completing a full basic product.

As to Internet access services, Cablevisión
has been offering high-speed cable modem
Internet access through its networks under
the Fibertel brand since September 1997.
Cablevisión's Internet access products are
specially customized to the needs of each

CABLE TELEVISION AND INTERNET ACCESS

2014
2013

CABLE TV & INTERNET A

TOTAL INTERNET
SUBSCRIBERS

(Figures in thousands)

1,837.7
1,711.6
7.4%

Fibertel is undoubtedly the broadband service that
offers the best variety of speeds in the market,
widely and at competitive prices. Since 2011,
it has offered the Fibertel Evolution product,
becoming the first Internet provider in the country
in incorporating the new "Wideband" technology
to its product portfolio. The launch of new products
with higher speeds is one of the main objectives
of the Company’s business strategy, seeking to
increase speed at households in order to meet the
demand for higher bandwidth consumption.

As of December 31, 2014, Cablevisión provided
Internet access in Argentina to 1,837,700 subscribers
through its own networks.

Fibertel Zone is the first Argentine WI-FI circuit.
This service, which reached 900 hotspots in 2014,
allows users to surf the web for free at the highest
speed at bars, restaurants, movie theaters,
gyms and parks, among many other spots. It
is available for Fibertel customers and non-
customers. However, at the time of establishing
the connection, customers obtain the following
benefits: Higher speed, browsing priority and
connection without time
In addition,
Cablevisión entered into a commercial agreement
that allowed customers to have 1,000 hotspots at
Airports, Hotels, Malls and Beaches in the main
cities of Brazil during the 2014 FIFA World Cup.

limits.

CABLE TELEVISION AND INTERNET ACCESS

Commercialization and Customer Service

Cablevisión uses several market positioning
mechanisms, including promotions, customer
service center locations, newsletters about
the company, institutional information and
programming through its websites. It advertises
its services in the printed media and over its own
broadcasting signals. Cablevisión also publishes
a free monthly guide distributed to most of its
cable television service subscribers and a monthly
magazine called "Miradas", which is sold to a
portion of its subscriber base.

Customer service is provided through an integrated
service center that offers round-the-clock support,
with the aim of optimizing customer relations.
In this regard, it launched “Sucursal Virtual”, a
website that enables its subscribers to interact
with the company to follow procedures that were
previously carried out through a telephone call or
even in person.

Even though most interactions take place over the
phone, subscribers may also contact the customer
service by e-mail, fax, chat, the web site and the
social networks, mainly Facebook and Twitter. In
2014, Cablevisión was once again certified under
the model of the COPC (Customer Operations
Performance Center) standards, which
foster
improvements in the processing of customer's
inquiries. Not only was this achieved by making
changes in the procedures, but also by delivering
results that boost customer's satisfaction. This
high-performance management model is used by
the world's leading service companies. In addition,
Cablevisión included a solution called “Interaction
Analytics” that provided further information to
spot opportunities for improvement in customer

service. The satisfaction indicators remained above
the target of 85%, Top Two Box, confirming the
excellence of the services provided by the Company.

Competition

Cablevisión competes in the cable television
segment against other cable television operators
and providers of other television services, including
direct, satellite and broadcast services. Given the
fact that licenses are granted on a non-exclusive
basis, Cablevisión's systems are frequently subject
to overlapping of one or multiple competing cable
networks; in addition to the satellite service that is
available throughout the company's entire coverage
area. Free broadcasting services are currently
available to the Argentine population. In the AMBA
region, these services primarily include four private
television signals (one of them is controlled by
Grupo Clarín) and their local affiliates and a national
state-owned television signal. Additionally, under
a project aimed at implementing the Argentine
Terrestrial Digital TV System, the National
Government handed out digital set-top units among
certain sectors of the population that allow free
access to certain signals.

industry has
The Argentine cable television
more than 700 operators. The most significant
competitors are Telecentro S.A. located in the
AMBA region and DIRECTV (satellite technology)
that compete against Cablevisión nationwide.
Cablevisión also considers as competitors Internet
video streaming systems (Netflix, Arnet play and
On Video) that compete against its services.

Cablevisión can effectively compete against
other cable television providers on the basis of
a competitive price, a higher number of quality
programs and a wide range of additional services,
and mainly the customer service it renders through
its “Contact Center”.

Two other major competitors (Arnet and Speedy)
are identified in the high-speed Internet access
segment; each of them related to one of the
country's two fixed-telephony providers. These
companies also render 3G services through their
brands Personal and Movistar, respectively.
Claro –which had already been selling 3G
technology, started to offer high-speed Internet
services through fiber optics in certain areas of
the country. During 2015, the three main mobile
Internet providers are expected to start offering
4G services nationwide.

Therefore, the Internet access segment faces
fierce competition from several providers in an
ever-growing market.

PRINTING
& PUBLISHING

PRINTING AND PUBLISHING

Grupo Clarín, through Arte Gráfico Editorial Argentino
S.A. (“AGEA”), is the main newspaper publisher in
Argentina and one of the most prominent editorial
content producers in Latin America.

Out of Grupo Clarín's total sales in 2014, the Printing
and Publishing segment accounted for Ps.3.037
billion, considering intersegment sales. This
segment derives revenues primarily from the sale of
advertising, newspaper copies and magazines and
optional products.

Arte Gráfico Editorial Argentino

AGEA publishes Clarín, the flagship Argentine
newspaper and one of the most important in terms
of circulation in the Spanish-speaking world; Olé,
founded in 1996, the first and only sports newspaper

of its kind in the Argentine market; Diario La Razón,
a pioneer in the free newspaper segment; Diario
Muy; and regional supplements. It also publishes
Genios, a magazine with a high penetration rate
in the schoolchildren's segment; Jardín de Genios,
aimed at children between 2 and 5 years of age that
comes with a supplement for parents; Ñ, a cultural
magazine that reflects all cultural news and trends;
Revista Pymes, aimed at small and medium-sized
businesses; and Diario de Arquitectura, aimed at
the construction world, architects, designers and
building contractors, among other products.

AGEA has a strong presence in the on-line classified
ads segment through vertical sites, including Autos,
Inmuebles y Empleos and in the Internet content
market through its websites clarin.com, ole.com.ar,
entremujeres.com and biencasero.com.

PRINTING & PUBLISHIN

2014
2013

ADJUSTED
EBITDA

(In millions of Ps.)

(136.7)
76.2
(279.4%)

PRINTING & PUBLISHIN

2014
2013

NET
SALES

(In millions of Ps.)

3,036.6
2,652.8
14.5%

PRINTING AND PUBLISHING

DIARIO CLARÍN

With a long-standing journalistic and commercial
leadership consolidated in its 67-year track record,
Clarín is the most prominent Argentine newspaper
in terms of outreach, circulation and advertising.

The success of its prestigious editorial line lies
in its identification with the needs and emotions
of its audience through a plural and independent
journalistic style that includes the most diverse
opinions. Clarín's approach to reality is in tune
with its audience, supporting this bond with the
responsibility and credibility that characterizes
its journalists. Its extensive and thorough
investigations, approaches and analyses are
conveyed in clear and direct language, providing
its readers with easy access to the different
sections and issues.

During the year, in terms of recognitions, the designs
of Diario Clarín obtained Golden and Silver medals
at the Malofiej awards. In addition, the team of the
Diario Clarín section “País” received an honorable
mention at the Latin American Investigative
Journalism Awards organized by Transparency
International and the Press and Society Institute
(IPYS, for its Spanish acronym) for the report
called “La ruta del dinero K”. The United Nations
Correspondents Association (UNCA) recognized the
journalist Marina Aizen from magazine Viva with the
Prince Albert II of Monaco silver award for the best
coverage of climate change for her article called
“Hielo Ardiente” published in September 2013 in
the magazine Viva. The award was delivered by
the UN Secretary-General Ban Ki Moon, who gave
special thanks to Clarín for its ongoing dedication to
issues of global concern.

At a national level, Clarín journalist Matías Longoni
was distinguished by the Forum for Argentine
Journalism (FOPEA, for its Spanish acronym)
in the category “written journalism”, for his
report on the inflated prices of rice exports. The
Professional Council in Economic Sciences gave
the 2013 economic-financial
journalism award
to Silvia Naishtat, editor of Clarín. In addition,
four Clarín journalists received the “2014 ADEPA
Journalism Awards” granted by the Association
of Argentine Journalistic Entities (ADEPA, for its
Spanish acronym): Gisele Sousa Dias, journalist of
the “Society” section obtained the first prize in the
Human Rights category for her work about gender-

PRINTING AND PUBLISHING

based violence; Alfredo Dillon, also a journalist of
the “Society” section, obtained the first prize
in the Education category for his work entitled “El
desafío de dar clases en escuelas hospitalarias”;
Jordi Canta, editor of the regional newspaper of
Avellaneda received the first prize in the Social
Solidarity category for his work entitled “Unidas
en el alma”, published in the magazine Viva; and
Miguel Ángel Vicente, a journalist of the Sports
section received a special mention for his work
entitled “De esta historia también nos sentimos
protagonistas”.

With an average daily circulation of 240,000 copies,
Clarín's circulation is 1.5 times higher than its
closest competitor, while Sunday's sales exceed
528,000 daily copies, placing Clarín among the
major Sunday newspapers of the world. Clarín has
a 38.7% share of the newspaper market in the city
of Buenos Aires and the province of Buenos Aires
and a 23.3% share at a national level.

Clarín 365, designed to build loyalty among readers
and to reinforce its close bond with them, as well
as to retain circulation, offers its over 342,000
subscribers a discount, promotion and benefit
program they can use in over 1,600 brands and 5,700
stores nationwide. During 2014, the focus was
on improving the service rendered to subscribers
and readers, optimizing the performance of the
benefits offered by the program, creating a more
efficient communication channel with readers
and redesigning graphic communication with new
campaigns and an exclusive website.

OPERATING STATISTICS - PRINTING AND PUBLISHING

Circulation(1)

Circulation share %(2)

Advertising share %(3)

2014
276.5

38.7%

53.4%

2013

296.7

38.4%

51.7%

YoY

(6.8%)

0.8%

3.2%

(1) Average number of copies according to IVC (including Diario Clarín and Olé).

(2) Share in Buenos Aires and Greater Buenos Aires Area (AMBA) Diario Clarín. Source: AGEA and IVC.

(3) Share in Buenos Aires and Greater Buenos Aires Area (AMBA) Diario Clarín. Source: Monitor de Medios Publicitarios S.A.

the newsstands under a reading contract that was
renewed every 24 hours. It had a direct relationship
with advertisers or through agencies. In the last few
years, the Company has maintained those standards
and undertaken the challenge of adjusting its
business environment to an increasingly complex
environment for traditional media. Thanks to the
proliferation of web sites, Clarín now maintains
a direct link with millions of readers, where
information is updated by the second, rather than
every 24 hours.

AGEA leads the print media market with over
Ps.848 million in sales in 2014, ranking first in terms
of advertising revenues and sold advertising space.
AGEA also leads all advertising categories (display,
special section and classified ads). During the year,
on-line advertising sales rose to Ps.124 million.

The Zepita facility, where Dario Clarín is printed,
has a surface area of 35,000 m2 and capacity to
store 12,000 tons of newsprint. It has five Goss
Metrocolor rotary offset printing presses that
enable it to print 300,000 copies of 80 full-color
pages per hour. The entire production process is
developed in accordance with leading industrial
criteria –such as the "computer to plate" (CTP)– and
environment preservation standards, such as, ISO
14001. Ongoing audits are conducted by companies
that are engaged for that purpose.

For the last few years, Clarín has been engaged
in a significant business transformation process.
It started with the production of a single product
–Diario Clarín– that reached its readers through

Products

The basic offer of the newspaper is comprised by
the main body and its supplements: Entertainment,
Sports and Classified ads. Weekly supplements,
such as, Rural, Countries, iEco, Autos, Mujer, Sí,
Viajes, New York Times, and Ollas, make Diario
Clarín one of the most comprehensive newspapers
in the market.

The Company continued to offer 12 regional
newspapers that maintain the concept of
proximity and symmetry with readers. The product
yielded considerable profitability for the fourth
consecutive year and was a good support to the
Thursday edition of Diario Clarín, with coverage
in the following locations: Vicente López, San
Isidro, Morón - Ituzaingó and Hurlingham, Lomas
de Zamora, Avellaneda - Lanús, San Martín - Tres
de Febrero, La Matanza, Tigre - San Fernando,
San Miguel - Malvinas Argentinas - José C. Paz
and Quilmes - Berazategui - Florencio Varela. The
monthly supplements published for Pilar, Escobar,
Zárate and Campana, and Moreno, Rodríguez and
Luján are also part of the offering.

Like every year, the Sports Supplement of Diario
Clarín covered the most prominent sports events
through its usual and its special editions, such
as the Rally Dakar and the Davis Cup editions.
As usual, soccer had its preferential spot. Diario
Clarín made a broad editorial coverage of the 2014

FIFA World Cup through the publication of a daily
special supplement, in addition to the traditional
Special Supplements for the Clausura and Inicial
tournaments.

iEco is the economic supplement of Diario Clarín,
and offers readers an in-depth economic review,
leading companies, personal
the secrets of
finance, marketing and the labor market. The
Rural supplement is a management tool for the
production sector, embracing all the solutions
and technologies for agricultural businesses. It is
published on a weekly basis.

In order to continue to provide services and add
value to its readers, Diario Clarín constantly
keeps up to date and offers a wide range of
editorial products together with the core product,
addressing the need to satisfy an increasing
segmentation among the diverse demographic
groups. The following are among the most
prominent collectible products for the period: “Con
Francisco a mi lado”, “200 ideas prácticas para
mejorar tu casa”, “Los Autos que enamoran a los
Argentinos”, “Mi primera enciclopedia NatGeo”,
“El Gran Libro de Clarín del Crochet 2014”,
“Grandes Clásicos Bilingües para Chicos”, “Libros
del viajero National Geographic”, “El Gran Libro
del Tejido 2014”, “A Game of Thrones”, “Pichuco:
Los 100 años de Aníbal Troilo”, “Los Secretos
del Gran Asador 2014”, “El Invencible Iron man”,
“Las 1000 preguntas que siempre te hiciste sobre
sexo”, “Intrigas que conmovieron al mundo”, “La
escuela en casa”, among others.

PRINTING AND PUBLISHING

Internet

With a strong share in all major social platforms,
Clarín has been employing an innovative
communication, dissemination and presence
strategy in websites, thus consolidating itself as
the undisputed benchmark in the “social media”
journalistic category.

Clarín.com has been comprehensively renewed
and features a new design that addresses the
major changes derived from Internet in the way
readers consume news and information. The
website, with larger display of images, new
sections and a structure that reorganizes the
traditional news categories, is constantly updated
through an integrated newsroom. Apart from
renewing its main site, Clarin.com launched
new versions for mobile devices through web

applications that allow users of mobile phones
and tablets with any operating system to access
the site, such as the application Al Toque, to offer
instant news on smartphones. These actions
allowed Clarín.com to continue as the news site
with the highest market share in Latin America,
with 19.3 million unique visitors and more than
223 million page views per month.

With its sites “Deautos”, “Argenprop” and “Empleos
Clarín”; the company maintains its strong
presence in the on-line classified ads for cars, real
estate and jobs.

The most outstanding sites in the AGEA network
are Vía Restó, Clarín's online restaurant guide;
Biencasero.com, a site with practical solutions to

enjoy the cooking experience; Entremujeres.com,
which continued to grow in terms of unique visitors
and consolidated itself as one of the most visited
sites, with over 4 million unique visitors; and
Extrashow, a site that keeps readers updated with
the best information on movies, theater plays, TV
shows, music and celebrities from Argentina and
the rest of the world; and TodoViajes.com which
received 550,000 visits.

El Gran DT is another alternative among online
products. Argentina's most popular game managed
to engage more than 5 million participants since
its launch at the 2008 Apertura Tournament. Each
online edition of Gran DT engages more than
650,000 participants who have the chance to build
their fantasy teams and win outstanding prizes.

Tinta Fresca

Founded in 2004, Tinta Fresca Ediciones S.A. is
an Argentine publishing company focused on
textbook publishing for all stages of the Argentine
education system. Tinta Fresca seeks to place
books at the heart of the teaching and learning
processes and have teachers and students
use them as an effective and updated learning
tool. The company has been growing in many
aspects over these years. In the editorial area,
the company has learned from experience, and
managed to improve the interaction among the
different areas and to streamline the development
of its products. In addition, it incorporated the
participation of teams of teachers in the edition
process. The editorial offering is considerably
broad in publications aimed at teachers and
learners, such as children and youth literature,
dictionaries and reference books, and collectible
products sold at newsstands. Since its foundation,
Tinta Fresca has published more than 350 titles.

PRINTING AND PUBLISHING

Magazines

Other Newspapers

AGEA also continued to build upon the achievements
attained by the cultural magazine Ñ. The 500th
issue of magazine Ñ was published during the
year. Several initiatives were carried out, aimed
at engaging readers through the launching of
collectible products and special editions, and the
creation and sponsorship of forums comprising
different cultural issues and involvement in and
sponsorship of major cultural events, such as the
Feria del Libro de Buenos Aires (Buenos Aires'
Book Fair).

Revista Elle is a high-end magazine for women
mostly focused on fashion, beauty and news. In
2014, its circulation exceeded a monthly average
of 24,900 copies. Revista Pymes continued to
consolidate its position with a special offering
that reflects the voice of entrepreneurs and the
keys to their strategies.

the aim of

In 2014, the Company continued to publish the
magazines Genios and Jardín de Genios. With
children and school in mind, these magazines
integrating
were created with
content for children, parents, school and society,
combining education with entertainment. The
collective product “Maravillas de mi Argentina”
was the illustrated publication that accompanied
the magazine Genios during most of the year,
with an average circulation of more than 50,000
copies; while the monthly issue of Jardín de
Genios retained
in the
children's magazine segment, with over 68,000
copies sold. During 2014, “Tiki Tiki”, a magazine
aimed at children aged 7 through 14, continued to
strengthen its position.

leading position

its

Also in 2014 the company continued to publish the
monthly magazine-catalogue, Shop & Co, which
includes discount coupons on important brands.

La Razón, which was added to Grupo Clarín in
late 2000, is the pioneer among free-distribution
newspapers. It is mainly distributed in the public
transportation network of the city of Buenos Aires,
including trains, subways and highways. La Razón
is also distributed at certain bars and among a
group of opinion leaders through an exclusive
mailing program.

Diario Olé is the first and only sports newspaper in
Argentina. Since 1996 and with an average annual
historical circulation of 35,000 copies per day, Olé
continues to lead the sports editorial market, and
is one of the highest circulation newspapers in the
city of Buenos Aires, including general interest
newspapers. Among its editorial offering, it has
the broadest and most comprehensive soccer and
multi-sport coverage. Since its inception, it has
drastically changed reading habits and managed
to engage a new generation of young readers,
avid for information and critical opinions. The
editorial profile is fresh and complicit with an
agile and informal style focused on photography,
illustrations and infographics as communication
tools, with a good design and modern and
effective production technology. In a year marked
by the FIFA World Cup, Olé published the most
comprehensive guide, offering the most important
information and views, together with the sports
analysis.

In 2011, Clarín launched Muy, a dynamic, visually
designed and entertaining newspaper, which
features news in addition to regional pages
and sports and show business sections. With a
"TV-format" design, the newspaper summarizes
the most resounding police cases and breaking
news on soccer clubs and celebrities. During
2014, the newspaper Muy has continued to offer
promotions, optional books and free collectibles.

PRINTING AND PUBLISHING

In 2014, the new materials added to the catalogue
were: “Descubro
las Ciencias 3”, “Aprendo
Matemática 4, 5, 6 y 7” and “Dame la palabra 4,
5 y 6”, completing the series launched during the
year. It developed the areas of natural and social
sciences for 4th, 5th and 6th grade by publishing
the series “Econaturaleza” and “Socialmente”,
all of them for primary education. For secondary
education,
it published “Mundo dos punto
cero”, “Historia 2” and “Geografía 2” as part of
the series. During the period, it also published:
“Nuevo Colorín 1, 2 y 3”, “Descubro las Ciencias 1
y 2”, which completed the series launched during
the previous year. They will all be included in
the 2015 catalogue. The company developed the
areas of natural and social sciences by publishing
“Aprender Ciencias 4, 5 y 6". In addition, it created
a new concept with the product entitled “Equipo
escolar Eureka”. It includes a manual of the
series Eureka, a map library (a set of maps of the
world), a school dictionary, a literature book with

the adaptation of two novels and a test (a set of
questions and answers to review the contents of
the manual at home).

Tinta Fresca executed an agreement with the
National Agency for the Promotion of Science and
Technology and the inter-university consortium
ELSE, for the publication of a catalogue of
books focused on teaching Spanish as a foreign
language (ELE). The project was completed during
2014 and the books will be sold during 2015. Four
books were developed.

The company also made headway in the Digital
Development project that focuses on the several
ways in which TIC services will be introduced
in the education system. The special unit is in
charge of updating the company's websites and it
deals with the IT aspects of the editorial contents
distributed online. The company started to develop
a blog aimed at secondary school teachers, with

digital resources to apply in the classroom, paving
the way for virtual education. This unit permitted
the development and launching of the first digital
books for secondary education, which are sold
at Bajalibros.com. The company also developed
a new on-line sales channel for parents and
teachers.

In 2014, and in spite of the good selection of Tinta
Fresca's products, the company was not awarded
any contract for the procurement of material by
the National Government, while it did receive
contracts from the city of Salta and the city of
Buenos Aires.

Also during the period, the company continued
to explore foreign markets, such as Chile and
Uruguay. In 2014, Ríos de Tinta, the Mexican-
based operation, changed the promotion team and
reinforced its work at private schools.

PRINTING AND PUBLISHING

Artes Gráficas Rioplantense

AGR is a comprehensive printing production
company that meets the special printing needs
(magazines, optional and collectible products,
among others) of Clarín and Olé, apart from
producing large volumes of graphic material (books,
advertising brochures, etc.) for other major editors
in the region, which makes it the leading printing
services company in Latin America.

In 2014, AGR retained its leading position in the
sector with net sales of Ps.287.3 million.

In addition to the progress made in improvement and
control management of its production processes,
during 2014 AGR continued to streamline the
logistics of processes and the volume of goods in
process. AGR purchased and installed a flatbed
printer in order to meet higher quality standards and
reduce the turnaround time of this type of products.
During the period, AGR implemented the digital
printing line for books and was able to produce
books for different publishing companies. At year-
end, 30% of its output was fully operating in line to
obtain books in boxes in just one step, with the aim
to increase this level to 70% in 2015.

accepted standard that allows for the establishment
of an effective Environmental Management System
(EMS) to achieve a balance between maintaining
profitability and reducing the environmental impact.
On the other hand, AGR focused on ongoing
improvements to reduce waste.

In May 2000, AGR entered into an agreement with
the Techint Group, acquiring 50% of Impripost
Tecnologías S.A. (“Impripost”). Impripost is mainly
engaged in the overall production and printing of
invoices, advertising brochures, forms, labels and
cards. It also provides envelope-stuffing services for
mass mailing.

sales, with 25 branches located throughout the
country; and wholesale distribution, which has
approximately 1,500 customers. “Cuspide.com”
leads the on-line bookstore market. During 2014, the
company focused on a growth and expansion plan,
whereby it opened 10 new branches in different
provinces: two in the city of Buenos Aires, one in
San Miguel, one in Ramos Mejía in the province
of Buenos Aires, two in the city of Rosario in the
province of Santa Fe, one in the city of Córdoba, one
in the province of Mendoza, and two in the province
of San Juan. Cúspide took part in the 2014 Buenos
Aires' Book Fair and was recognized as the best
stand of the Fair.

During 2014, Impripost focused on business
development. It was able to maintain its main
customers, renew contracts and enhance its
reach to new customers. It also made a significant
renewal of its fleet of machines to be in line with
the latest technological developments. In addition,
it continued with its social investment programs
and with the awareness and prevention campaigns
and actions on health issues.

UNIR S.A. is a company engaged in wholesale mail
reception, classification, scheduling, transportation,
warehouse, logistics, distribution, and delivery
services. As from August 25, 2008, AGEA holds a
93.41% direct controlling interest in Unir. During
2014, Unir's total sales increased by 23%. Such
increase is attributable to readjustments in rates,
while the company’s sales volume decreased in line
with the general decrease in activity. Also during
the period, Unir expanded its logistics activities
with the storage and final distribution of several
products. Unir has certified its Quality Management
System under ISO 9001.

AGR successfully completed the implementation of
the FSC standard and ISO 14000, an internationally

In 2011, the Company acquired an interest in the
capital stock of Cúspide Libros S.A. through AGR.
Cúspide Libros has two business areas: retail

PRINTING AND PUBLISHING

CIMECO

CIMECO S.A. was organized in 1997 with the
aim of acquiring equity interests in Argentine
and foreign newspapers, seeking to preserve the
regional journalism industry, blending experience,
synergy and economies of scale, without altering
its editorial principles. CIMECO holds a majority
interest in two of the three largest regional
newspapers in Argentina: La Voz del Interior
(Córdoba) and Los Andes (Mendoza).

in the country. Los Andes

reporting
Los Andes newspaper has been
Mendoza's news since 1882. In that year, the
Calle family founded one of the oldest journalistic
companies
is a
benchmark brand in the market. In 2014, Los Andes
was actively involved in all major provincial events
and put special emphasis on driving the growth of
the on-line version, positioning its loyalty program
Los Andes Pass and subscriptions, which recorded
a 17% year-on-year growth, and boosting the sale
of optional products. Following the innovation
trend in online products and footprint in networks,
the audience of Los Andes digital version grew as
compared to 2013, reaching 28 million page views
and 3.5 million visitors in its best month. During
the year, the newspaper's share in the provincial
advertising market was 38%, despite the fact that
it was not allocated any official advertising.

La Voz del Interior S.A. has again maintained its
leadership position in the printed press and its
position as an information and entertainment
digital benchmark in the central region of the
country. Its two printed newspapers, La Voz del
Interior and Día a Día, have continued to maintain a
significant market share in the province of Córdoba.
In addition to this, the sectional directories and the
sustained growth in the distribution of third party

and in-house editorial products have contributed to
an increase in contracts with clients. Its web sites
position the newspaper as a leader in unique visits
and page views in the provinces of Argentina,
with a 37% year-on-year increase in advertising
in this segment. During the year, the operation of
its multi-platform newsroom was consolidated and
increased subscription sales.

During 2014, Comercializadora de Medios del
Interior S.A. (CMI) continued to consolidate its
position as the most prominent advertising sales
network in the provinces. It has relationships with
40 media companies, some of which are owned
by the company and others by third parties. The
company focused on key network development.
Rumbos magazine, which celebrated its 11th
anniversary in the market, is one of its remarkable
products, and consolidated as the leading Sunday
magazine in the provinces in terms of the volume
and quality of units sold. In 2014, the magazine
was distributed through 20 channels. In addition,
as a result of the incorporation of the new optional
business unit that allowed the company to achieve
scale synergies, the products published in 2014
were distributed through 15 channels.

Papel Prensa

Papel Prensa S.A.I.C.F. y de M. is the first producer
of newsprint that is wholly owned by Argentine
capital. It started its operations in 1978 and
is currently Argentina's major producer. As of
December 31, 2014, the shareholders of Papel
Prensa were AGEA (37%), CIMECO (12%), S.A. La
Nación (22.5%), the Argentine federal government
(27.5%), and other minor investors (1%).

BROADCASTING
& PROGRAMMING

BROADCASTING AND PROGRAMMING

Grupo Clarín is also the leading company in
the audiovisual broadcasting and programming
segment. Through ARTEAR, it holds the license
(LS85 TV Canal 13 Buenos Aires) to broadcast El
Trece, one of the two largest broadcast television
channels in Argentina, and segment leader in terms
of advertising share and prime-time audience
share. It also has a presence in broadcast television
stations in Córdoba (Telecor), Bahía Blanca (Telba),
and Bariloche (Bariloche TV). Grupo Clarín also
produces and sells some of the most popular cable
television signals.

Its audiovisual broadcasting and programming
array includes agreements and equity interests
in the main television and film producers, such as
Pol-Ka Producciones, and Patagonik Film Group.
Grupo Clarín also owns prominent radio stations,
such as Mitre AM 790, La 100 (FM 99.9), both in
Buenos Aires, and Mitre AM 810 in the province
of Córdoba. Grupo Clarín also has a strong stake in
sports commercialization and broadcasting rights,
directly and through joint ventures.

Out of Grupo Clarín's total sales in 2014, the
Broadcasting and Programming segment accounted
for Ps.2.586 billion, taking into account intersegment
sales.

BROADCASTING & PRO

2014
2013
YOY

NET
SALES

(In millions of Ps.)

2,586.3
1,871.7
38.2%

2014
2013
YOY

BROADCASTING & PRO

ADJUSTED
EBITDA

(In millions of Ps.)

495.5
334.1
48.3%

BROADCASTING AND PROGRAMMING

During August 2014, and as mentioned in Note
9 to the Consolidated Financial Statements, the
Company made headway in the restructuring of
its businesses and media in accordance with the
Proposal submitted by the Company and approved by
AFSCA pursuant to Resolution No. 193/AFSCA/201.
In order to concentrate in IESA all the assets and
businesses in “Unit No. 4”, ARTEAR transferred to
IESA the ownership of the AFSCA registrations of
the signals El Trece Satelital, Quiero Música en mi
Idioma, Magazine and Volver, the ownership of the
trademarks, a non-exclusive license for the use of
the trademarks associated with El Trece Satelital,
the personnel engaged in operations, the teams
of each signal, and decoders delivered to cable
operators under loans for use. As consideration,
IESA paid to ARTEAR Ps.50,000,000. In addition, in
accordance with the Offer accepted for the transfer
of shares of IESA, they agreed on the provision of
some content that is currently broadcast by the
above-mentioned signals so that they will maintain
their current high level of programming themes
and content quality under conditions similar to
the current ones. To such end, an agreement was
executed for the exclusive provision of contents for
the signal El Trece Satelital for a term of 10 (ten)
years, which will ensure the live broadcasting
of Canal 13's programming as it occurred until
the execution of the agreement. ARTEAR also
transferred to IESA 24.99% of the capital stock and
votes of Canal Rural Satelital S.A. As consideration,
IESA paid to ARTEAR Ps.5,000,000.

OPERATING STATISTICS - BROADCASTING AND PROGRAMMING

Advertising Share %(1)

Audience Share %(2)

Prime Time

Total Time

2014
37.4%

33.3%

26.7%

2013

33.2%

35.4%

28.0%

YoY

12.7%

(5.9%)

(4.6%)

(1) Company estimate, over ad spend in Ps. In broadcast TV for AMBA region.

(2) Share of broadcast TV audience according to IBOPE for AMBA. PrimeTime is defined as Monday through Friday from 8 pm to 12 am.

Total Time is defined as Monday through Sunday from 12 pm to 12 am.

BROADCASTING AND PROGRAMMING

ARTEAR
In a scenario marked by industry challenges
and strong competition, ARTEAR was able to
achieve its goals in 2014. The main source of
revenues of ARTEAR, broadcast television,
recorded a 47% year-on-year increase, mainly
driven by advertising. It share of the advertising
marked was 37.4%. Its professionalism, artistic
quality, innovative proposals and technological
developments continue to distinguish it as one of
the most prominent signals in the market.

El Trece ranked second in the broadcast TV
audience rating with 7.6 points from 12 pm to
12 am, Mondays through Sundays. El Trece led the
Prime Time with 11.3 rating points, with a very
slight edge over its main competitor. Between
the months of June and July, broadcast television
featured the 2014 FIFA World Cup (TV Pública)
with an average rating of 26.1 points. In addition,
the highlights during 2014 were the return of
Showmatch (El Trece) with an average rating of

20,5 points and the soap opera Avenida Brasil
(Telefé) with an average rating of 17,5 points.

In terms of programming, El Trece combined
fiction, news and entertainment embracing a
varied offering. “Showmatch”, “Guapas”, “Mis
amigos de siempre”, “Los 8 escalones” and “A
todo o nada” led audience ratings. “Periodismo
para Todos” –a program hosted by Jorge Lanata–
is a highlight in terms of journalistic and news
programs. Furthermore, “Arriba Argentinos”
continued to consolidate its morning audience
rating. El Trece's news programs –“Noticiero
Trece”, “Telenoche” and “En Síntesis”– further
validated their already existing recognition and
credibility with audience ratings that led their
respective time slots.

With respect to cable television signals, TN
maintained the highest audience share in the
ranking of cable signals, considering a total of 55

signals measured, with a 28% difference above
the second signal in the ranking (C5N). Several
programs particularly stood out, such as “El Juego
Limpio”, “Palabras más, Palabras menos”, “Código
Político”, “Desde el Llano”, “Argentina para Armar”,
“Otro tema”, “A Dos Voces” and “TN Central”.

ARTEAR further strengthened various television
slots, seeking to offer diverse options in terms
of information and entertainment. The Spanish
language music channel “Quiero Música en mi
Idioma” was quick to lead audience ratings in
the music genre. ”Volver” continued to offer the
best of classic and vintage Argentine films and
television shows and reaffirmed its role as a
100% national channel that preserves our history
with the highest technology. Magazine continued
to develop its in-house programs and products
with broadcast TV format and technology. It
was the signal with the highest audience in the
variety category.

During the year and as part of the strategy to
produce motion pictures, several productions
were launched through the Patagonik Film Group:
“Aire Libre”, a drama written and directed by
Anahí Berneri and starring Leonardo Sbaraglia
and Celeste Cid. This international co-production
between Rizoma Films S.R.L., Patagonik Film
Group S.A., BD Cine and Salado Media was
premiered in May 2014. “Las Insoladas”, a
comedy written and directed by Gustavo Taretto
also premiered in 2014. It was a co-production
with Rizoma Films S.R.L., starring Carla Peterson,
Luisana Lopilato, Marina Bellati, Elisa Carricajo,
Maricel Álvarez and Violeta Urtizberea. “El amor
y otras historias”, a romantic comedy written and
directed by Alejo Flah, starring Ernesto Alterio,
Mónica Antonópulos, Marta Etura, Quim Gutiérrez
and Julieta Cardinali was also produced in 2014. It
was a Spanish-Argentine co-production between
Patagonik Film Group S.A., AZ Films, Icónica and
La Zona. Patagonik Film Group also started to
develop the following motion pictures: “Voley”,
“Sin Hijos”, “Los Extraños” and “Me casé con
un boludo”, which are expected to premier the
following year.

The Company also made significant efforts
towards developing activities related to the
commercialization, organization and broadcast of
sports events through TyC Sports and Autosports,
mainly football and motor racing. During 2014,
the company worked on the restructuring and
profitability of its sports businesses and the
exploration of new local and regional businesses.

BROADCASTING AND PROGRAMMING

Additionally in the production section, the most
prominent show business and general interest
events were broadcast, such as, the concerts of
Ricky Martin, Joaquín Sabina, Metallica, Hugh
Laurie, Alejandro Fernández, Marc Anthony, David
Bisbal, Tan Biónica, Lali Espósito, among others;
as well as major events, such as, Lollapalooza,
Personal Fest, Cirque du Soleil, Chantecler Tango,
Martín Bossi, Piñón en Familia and Panam y Circo.
ARTEAR also held a new edition of “Un Sol para
los Chicos" the traditional UNICEF fund-raising
event at the Luna Park stadium and broadcast the
ceremony of the “Abanderados de la Argentina
Solidaria 2014” awards.

During 2014, ARTEAR sought to strengthen its
position as technological market leader, after
the successful launch of the signals El Trece HD
and TN HD in 2011, when it became the first
broadcast signal to produce all of its content in
high definition.

During the period, certain investments were
made to continue on this path of innovation and
technological leadership. The need to update TN's
programming, including an important shift in the
production style that required and increasing the
size and facilities of TN’s F3 or Mirador Studio.
TN added large-sized LED touch screen systems
and activated and aired a virtual set system,
offering a fully renewed and technological image
for TN's news programs aired from the Mirador
Studio. For the coverage of the 2014 FIFA World
Cup, the company took unprecedented actions.
It incorporated a studio inside the IBC, a studio
overlooking the beach and the sea, an outside
broadcast unit and acquired a flyaway unit,

which can be carried in a backpack. This type of
flyaway unit can be easily carried and allows the
company to cover important events in any location
of Argentina and the world. Within the framework
of its plan to improve news coverage, it acquired
an antenna that was placed in the terrace of the
Mirador studio in order to optimize the reception
of mobile satellite broadcast units. The company
implemented the new optical disc archive (ODA)
system for the management of content files used
in ARTEAR's production programs. In general
terms, the company continued to upgrade its
facilities, adding
infrastructure and acquiring
equipment aimed at migrating as many signals as
possible to HD.

ARTEAR continued to produce fictional content for
TV series and motion pictures through Pol-Ka and
Patagonik Film Group.

Pol-Ka continued to produce “Guapas”, a program
starring several prominent actresses, such as
Mercedes Morán, Araceli González, Florencia
Bertotti, Carla Peterson and Isabel Macedo, and
aired on El Trece during Prime Time. Towards the
end of the year, Pol-Ka started to produce the
daily fiction “Noche & día junto a vos”, a detective
fiction starred by prominent actors and actresses,
such as Facundo Arana, Romina Gaetani and
Oscar Martínez, among others. In addition, during
2014 Pol-Ka continued with the production of
the third season of “Violetta”. The show was a
success among children and youth on a global
basis. The show has become very popular among
children and teens, with high audience levels
both in cable and broadcast TV in Argentina and
abroad.

Radio Mitre
In 2014, Mitre AM 790 consolidated its leadership
position in the raking of audience share of AM
radios, with record-high audience shares.

The morning AM radio talk show “Cada Mañana”,
from 6 am to 10 am, hosted by Marcelo Longobardi
and his team, has maintained its leadership since
the first day and reached unprecedented peaks in
audience share of 50 points. “Lanata sin Filtro”,
the show hosted by Jorge Lanata and a team of
journalists from 10 am to 1 pm, also surpassed
the 50 point mark. The show can also be watched
in high-definition at mitrehd.com.ar. “Encendidos
en la tarde”, from 2 pm to 5 pm, hosted by María
Isabel Sánchez, Rolo Villar and Tato Young, lead
their segment with a fun afternoon show that
combines humor, information, and interviews.

In 2014, Magdalena Ruiz Guiñazú returned to
Mitre, co-hosting the show “Lanata sin Filtro”
and hosting a show called “Esta Semana con
Magdalena”, which is aired on Saturdays from
10 am to 12 pm and offers a detailed and incisive
summary of the political news that occurs during
the week. In November, the prestigious journalist
Pepe Eliaschev passed away, victim of a serious
illness. During most of 2014, he hosted his
show “Esto que Pasa”, which stood out for his
committed editorials and a thorough analysis of
reality.

La 100 remained between the first and the second
place in audience share of the FM market, with
minimum differences, averaging 12,20 rating
points. La 100 combines famous artists, and a
mixture of music mix constant innovation, which

consolidates its position among industry leaders.
In 2014, La 100 incorporated in the first slot (from
6 am to 9 am), which had been hosted by Roberto
Pettinato for the last 10 years, the show “No está
todo dicho”, hosted by Guido Kaczka and Claudia
Fontán, with a different proposal that combines
music, news and fun. In the second morning slot,
Lalo Mir continued to host his show “Lalo por
Hecho” (from 9 am to 1 pm), co-hosted by Maju
Lozano. In the afternoon slot, Ronnie Arias hosts
“Sarasa” (from 1 pm to 5 pm), Sergio Lapegüe and
Rifle Varela host “Atardecer de un día agitado”,
a show that airs as listeners return home from
work; and Chino Leunis with his successful show
“Románticos”, at night from 8 pm to 12 am. La 100
continued to host acoustic concerts with the most
renowned musicians.

Cienradios offers the most prominent on-line
radio and content menu in Latin America: more
than 500 playlists of all the singers and genres,
where users can choose their favorite music. It
also recommends singers related to those chosen
by users. It offers broadcast radio stations and has
alliances with third parties. It offers a wide range
of music, content, videos, interviews, shows,
games and a premium sound quality. Mitre AM 810
consolidated itself in the province of Córdoba as
the radio with the second highest audience share.
With a permanent staff in the city and its own
news service, also called "Mitre informa primero",
Mitre AM 810 develops comprehensive coverage
of news comprising Córdoba, Argentina and the
world.
includes prestigious
hosts, such as, Jorge "Petete" Martínez, Rebeca
Bortoletto, Juan A. Mateyko and Federico
Tolchinsky, among others.

Its programming

DIGITAL CONTENT AND OTHERS

Revenues in this segment are derived from the
sale of advertising on some Internet web sites
and portals and the provision of administrative
and corporate services by Grupo Clarín and its
subsidiary GC Gestión Compartida S.A. (“GCGC”)
to third parties and other subsidiaries. They

also include digital content production through
Compañía de Medios Digitales S.A. (“CMD”).

Out of Grupo Clarín's total sales in 2014, this
segment accounted for Ps.614 million, taking into
account intersegment sales.

DIGITAL CONTENT
& OTHERS

2014
2013

DIGITAL CONTENT & OTHE

NET
SALES

(In millions of Ps.)

613.9
496.1
23.7%

DIGITAL CONTENT & OTHE

2014
2013

ADJUSTED
EBITDA

(In millions of Ps.)

(13.0)
13.1
(198.9%)

DIGITAL CONTENT AND OTHERS

Digital Content

Grupo Clarín is the leading producer of digital
content. Through CMD, the Company developed
the broadest network of portals and digital content
in Argentina, covering news, entertainment,
sports, classified advertisements, direct marketing,
e-commerce, digital photography, video, blogs,
chat rooms, music, mobile content (ringtones,

SMS and games) and a browser. For reasons
of corporate strategy, the exploitation of the
websites Clarín, Olé, Club Cupón and Imagena
was transferred to other companies of the same
economic group. At the close of this year, the
same happened with the websites Todo Noticias,
Cienradios, Ciudad and ElTreceTV.

In addition, the Company continued to sell
contextual advertising under the brand iAvisos.
The company started to exploit the brand Guías
Clarín with an individual business model. The
website Todo Noticias registered a constant
audience share growth at year-end. It won a
silver award for excellence at the W3 Awards

OPERATING STATISTICS - DIGITAL CONTENT AND OTHERS

Page Views(1)

Unique Visitors(1)

(1) In millions. Average. Source IAB and Company Estimates.

2014
752.9

44.4

2013

719.4

38.0

YoY

4.7%

16.9%

DIGITAL CONTENT AND OTHERS

2014 in the category news websites. Ciudad.com
remained the most visited show-business web
site in Argentina.

CMD maintained its 80% equity interest in Interwa
S.A., a company dedicated to tourism web sites.
In addition, through its 51% interest in Clawi

S.A., it develops Mundo Gaturro, a successful
on-line game, which has become the largest on-
line community of children in Argentine history
with more than 11.5 million registered users
and more than 1 million children playing each
month. It continued with its expansion process
to other countries and increased traffic in Chile,

Peru, Mexico, Colombia and Spain. In addition,
CMD consolidated the third year of operations of
Tecnología Digital S.A. (TECDIA S.A.), a company
engaged in e-business development, in which
CMD owns a 95% equity interest.

ArgenProp

Buscainmueble

Canal 13

Clasificados

Clarin.com

Cienradios

Ciudad

Clarín Blogs

ClubCupón

Confronte

De Autos

De Motos

Entremujeres

Espectáculos

Genios

Más Oportunidades

Guía de la Industria

Mundo Gaturro

Grupo Clarín

iEco

Imagena

Nimbuzz

Mublet

Olé

Interpatagonia

Quieromimúsica

La Razón

Revista Ñ

Shop1

Tangocity

Tipete

TN y la Gente

Toda Pasión

T&C Sports

Ubbi

Vía Restó

Yuisy

VXV

Welcome Argentina

DIGITAL CONTENT AND OTHERS

CMD also owns a 95% equity interest in QB9 S.A.,
a company engaged in the development of on-line
games for different platforms, with important
local and international customers. During the
period, QB9 continued with its aim to enter into
agreements with entertainment companies for the
joint development of new games. In this sense,
it continued to work with Lego on a new mobile
project and resumed, together with Mattel, the
development of HTML5 games.

CMD holds 100% of the capital stock of Fynbar
S.A., a company domiciled in Uruguay. It is engaged
in the commercialization of on-line games and the
advertising intermediation between advertisers and
on-line site networks. Electropuntonet S.A. is the
most recent acquisition, in which CMD holds 25%

of its capital stock. Its main activity is the sale of
home appliances through its e-commerce platform.

Other Services

Through GCGC, Grupo Clarín renders specialized-
process outsourcing services to medium and
large companies. The services rendered, which
include payroll management and processing and
implementation of related processes, as well
as human resources management, are oriented
to optimize quality and provide innovative
management tools.

During 2014, total sales increased by 34.3%
compared to the previous year. Business growth was

basically sustained by the Payroll Management
and Processing service. Risk management service
revenues showed a strong growth of 54.3%, after
overcoming the inconveniences that arose as
a result of the new regulation of the insurance
market. The company generated new businesses
for the provision of Supply, Logistics and General
Services; Administration and Finance; Accounting
and Financial Statements; Management of
Collection Means and IT Consulting services.

In 2014, the company implemented changes to its
structures, processes and working methodologies
in the areas of IT and Improvement of Processes
and Projects. Both of them are key areas for the
support of several services and the creation of
value for customers.

DIGITAL CONTENT AND OTHERS

Ferias y Exposiciones Argentinas

Created in August 2002, Ferias y Exposiciones
Argentinas S.A. is mainly engaged in the
organization of events, conferences and fairs.
Since 2007, Ferias y Exposiciones Argentinas
has been mainly engaged in the organization
of Caminos y Sabores, a fair intended to foster
Argentina's gastronomy and handicrafts and to
promote the region's major tourist destinations.
Caminos y Sabores has consolidated itself as one
of the fastest growing fairs and has boosted the
development of all of its key participants: food
producers, craftsmen and representatives of
tourist destinations. This year, the tenth edition
was held in July at La Rural with the participation

of more than 400 stands, which made up the Rutas
Gourmet. There were exhibitors from all over the
country, a broad regional representation in the
different categories. Caminos y Sabores became
a new source of support for entrepreneurs for
the production and commercialization of their
products in direct contact with consumers. In
September 2014, Caminos y Sabores was held for
the first time in the city of Córdoba.

Expoagro, the annual outdoor agro-industrial fair is
held through the FEASA-S.A. La Nación UTE (joint
venture), gathering producers from Latin America.
It is an outstanding event in which participants

may engage in discussions and training, and
learn about innovation and businesses in the
agricultural sector. The fair is held in different
agricultural areas with production potential. In
the vicinity of the location at which the fair is
held, hundreds of state-of-the-art agricultural
machines and equipment used for different jobs
are tested, such as: sowing, harvesting, spraying,
grain bagging, swathing, rolling, which are extra
attractions for visitors and people interested
in this type of activities. In 2014, the 8th edition
of this fair was organized in the city of Ramallo
revalidating its position as the main Argentine
agricultural exhibition in a natural environment.

CORPORATE
RESPONSIBILITY &
SUSTAINABILITY

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

OUR COMMITMENT

Since its foundation, Grupo Clarín has been aware
of its social responsibility as a company and as a
member of the media, and has strived to assume
such responsibility abiding by the laws, honoring
its active and sustained social and community
involvement and, especially, fulfilling its duty to
inform with honesty and accuracy.

Commitment to society is an inherent and
essential part of Grupo Clarín's vision and
mission statement. Grupo Clarín attaches special
importance to the relationship with different
audiences that acknowledge and validate
its activities every day and, over the years,
has established multiple communication and
interaction channels with its stakeholders.

From the standpoint of its audiences, readers
and society in general, Grupo Clarín's media and
journalists work day after day towards fulfilling
and consolidating the citizens' right to information,
combining high credibility with a comprehensive
journalistic and entertainment offering, based on
a deep knowledge of the audience.

Transparency, Standards and Guidelines

Grupo Clarín seeks to intensify the values and
principles that guide its daily work, especially
insofar as labor, sustainable development, and
human rights are concerned.

Grupo Clarín's adherence to these principles is
also outlined in the Company's Code of Ethics
and in the Guía para la Acción, a document that
proposes models for management, organization
and roles, and outlines Grupo Clarín's policies and
procedures concerning labor, the environment and
human rights.

During 2014, the Company put in place the main
its Social Corporate Responsibility
pillars of

and Sustainability Policy in order to extend best
practices and set common goals within the
organization and its subsidiaries. The policy also
embraces and fosters the adoption of related
industry specific standards by its subsidiaries.

Since 2004, the Company has adhered to the
United Nations Global Compact
in order to
systematically address the 10 guiding principles
to sustainable management.

Grupo Clarín is also involved in several initiatives,
groups and organizations that gather global,
Latin American and Argentine media players
and stakeholders in order to share experiences,
identify best practices and foster cooperation in
specific issues addressed by the media, as part
of their social responsibility strategies. During
2014, through its support to the Noble Foundation,
the Company also renewed its presence in the
“Grupo de Fundaciones y Empresas”, a space to
share strategic social investment knowledge and
standards.

Since 2009, Grupo Clarín contributed to the
development of the Global Reporting Initiative
(GRI)'s Media Sector Supplement, together with
multiple stakeholders worldwide. The GRI's global
guidelines for the media, published in May 2012,
serve as benchmark for a comprehensive process
that is currently underway that seeks to further
reinforce, identify and report relevant information
on social and environmental performance, as well
as to set new goals with the aim of strengthening
the Company's sustainability
initiatives and
strategies. Additionally, in 2014, the Company was
engaged in the global identification and validation
process of materiality standards for the cable
TV and media industry, organized by the SASB
(Sustainability Accounting Standards Board), an
entity that gives advice to the SEC (Securities
and Exchange Commission) on transparency
standards.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

relevant

Freedom of speech and transparency are key
values for the Company and its professionals.
in
Both principles are particularly
areas related to news services. At Grupo Clarín,
each company undertakes a commitment to
information and content quality, accuracy and
transparency. The coverage of news and the news
programs reflect the development of journalistic
criteria inherent to each specific outlet and the
professionals' commitment to reporting facts and
events in a balanced fashion, while allowing the
necessary time and space for experts, leaders and
the parties involved to express their opinions.

Style guides, ethics manuals and news
coverage guidelines, including internal rules
and commitments to journalistic quality and
journalist responsibility, are the guiding principles
of the several activities developed by news and
entertainment companies. In everyday practice,
this does not mean that each issue is addressed
as expected by audiences or in line with the stated
goals. Hence, Grupo Clarín's media companies
permanently work on the design of new tools and
channels that enable interaction with readers and
audiences in order to understand expectations,
while fostering full adherence to its principles
and values with the aim of reaching the highest
standards of the industry.

As was the case with previous years, 2014 was
also particularly challenging for the press and
freedom of speech in Argentina. The Company
carried out several initiatives to raise awareness
on the matter and showed its firm commitment to
defending and fostering such essential right.

Independence and Transparency

Independence is a value. It is the strong foundation
of the work done by journalists and the media that
allows them to search for the truth without any
conditioning factor.

Independence is at the core of Grupo Clarín as a
guarantee of the freedom to exercise the journalistic
role of its media in the Argentine democracy.
Independence is also an assumed responsibility, a
way of exercising and guaranteeing rights, a view
of sustainability from the Company's standpoint, a
daily commitment.

Independence requires transparency. Hence,
the information about Grupo Clarín and its
subsidiaries, media, shareholders, activities,
revenues and investments is public and is
available at its web site, at the web site of
the Argentine Securities Commission, and at
multiple and diverse communication channels
with the public, audiences and readers. In this
regard, the Company stands out as a pioneer in
an environment where most Argentine media
companies fail to publicly disclose their financial
statements and sources of their revenues and,
often times, fail to reveal the identity of their
respective owners.

Advertising is one of the sources of revenues of
the media. Governments are major advertisers
and often seek to influence media content
through the allocation of official advertising.
This circumstance has become commonplace in
Argentina, where more than 80% of the country's
audiovisual media directly or indirectly depend on
the government or its advertising funds, which are
managed on a discretionary basis and with little
transparency. During 2014, Grupo Clarín received
virtually no funds for official advertising and very
little from provincial governments. Historically,
due to the scale and diversity of Grupo Clarín's
revenues, the significance of such funds has
always been very limited so as to guarantee its
media and journalists the freedom to report news
without any conditioning factor.

Grupo Clarín also has business policies in place
concerning its advertisers that foster the existence
of diverse and multiple sources of advertising
investment as another way of guaranteeing the
free and independent exercise of journalism.

Media independence also requires responsible
relationships between journalism and the
Company's own business interests. Business
and editorial functions are clearly separated
at Grupo Clarín's media. Special emphasis is
placed on the fact that journalists are completely
detached from the sale of advertising so as to
allow for the free exercise of journalism, free of
any risk or conditioning factor. In addition, Grupo
Clarín's media specifically focus on the distinction
between advertising and editorial space.

As mentioned above, the Company has a Code
of Ethics in place applicable to its subsidiaries

and employees. The code sets forth standards of
conduct and procedures that govern and prevent
circumstances that may affect the free exercise
of their functions and the transparency of their
activities.

Information on Sustainability

In line with its Social Corporate Responsibility
and Sustainability Policy, Grupo Clarín identifies
the material aspects of its activities following
international social responsibility standards
applicable to the media, particularly, the
GRI's guidelines, and in accordance with the
expectations of its multiple stakeholders. Grupo
Clarín's materiality analysis serves a starting
point to define its corporate sustainability goals
and strategy, as well as the daily management of
its performance.

During 2012, the Company started to prepare
its financial statements in accordance with the
International Financial Reporting Standards
(IFRS), thus changing the manner in which figures
are presented. The deconsolidation of some of its
minority interests was also reflected in the way
of reporting information on sustainability, which
made it difficult to perform a comparative analysis
as it did before between some of the figures
included in this section and the figures eventually
in previous years through different
reported
communication channels.

As to the scope of the information provided in
this section, labor indicators include all of Grupo
Clarín's subsidiaries, pursuant to the criteria
indicated above. Environmental performance
refers to production or scale operations in which
disclosing this kind of information is material.
Similarly, some content-related indicators are
exclusively applied to subsidiaries engaged in
journalistic or entertainment broadcasting and
programming activities. As to other indicators,
for instance, those related to certain community
engagement programs of Grupo Clarín or its
subsidiaries that require comprehensive and
detailed impact assessments, the information
provided is mostly related to the core of the
activities inherent to the Metropolitan Area of
Buenos Aires, due to the complexity and extension
of the processes involved in reviewing and
verifying periodic information.

"The Voice of the People"

Media sustainability depends, to a large extent, on
readers and audiences that are aware of their rights
and are determined to demand quality journalistic and
entertainment content, and on media that are willing to
listen to them.

Grupo Clarín's media foster the interaction with its
public and audiences, creating listening and discussion
channels and tools. Opinion, criticism, tastes, suggestions
and comments are expressed through multiple open
spaces for content created by the people and for the
free expression of the entire diverse and plural society.
At a corporate level, within the framework of a complex
environment marked by the escalating attacks against
independent media, Grupo Clarín also offered multiple
communication and interaction channels to discuss
specific institutional issues, such as newsletters and
spaces on the Internet and social networks, in order to
share the latest updates with accuracy and transparency.

The proliferation of new media and technologies has
drastically changed journalism and the way in which
the public has access to and produces news and other
content. These conditions require an open and rigorous
look to determine how to face the challenges marked
by the digital era, adjusting the Company's business
model to meet readers' and audiences' demands, while
guaranteeing the sustainability of its activities, without
relegating its leadership position.

Grupo Clarín's media companies have assumed a long-
standing commitment to audiences and readers. Grupo
Clarín's sustained leadership and its privileged position as
the people's preferred choice are attributable to its ability
to anticipate trends and its vast knowledge of media
consumers, paired with its capacity to understand their
needs and meet their requirements.

Some segments of Diario Clarín, such as the traditional
section entitled “Letters to the Country” and the readership
surveys, are supplemented with initiatives to satisfy the
people's need to participate in the process of casting
news, such as, the inclusion of readers' comments and
other strategies based on the social networks in virtual
news platforms.

Over the last years, the Company has launched an
increasing number of resources and applications and
fostered people's interaction with journalists. Interaction
allows readers, listeners and Internet users to provide
and share information. “TN y la gente”, an initiative from
the news signal TN, is a good example of this, since it
allows the audience to send photos or videos captured
with personal cameras or mobile devices as an additional
way to foster the citizens' involvement in journalism and
increase the end-user participation in Grupo Clarín's
several media.

Grupo Clarín also intends to give a voice to small
communities and to foster the development of local
content. Through the program Somos, Cablevisión
and ARTEAR have been working together in order to
take part in the gradual renewal of TV signals and local
news programs in many locations of Argentina. To date,
the program has 32 Somos signals and has the aim of
adding another 5 during 2015. The program is based
on the concepts of access to information and cultural
proximity with the people, and introduces state-of-the-
art technology and ongoing training to improve local
coverage and develop local talents.

“Audiovisuales en la Escuela” is a similar program
developed by Cablevisión to facilitate audiovisual tools to
public schools with the aim of building content related
to the local cultural identity. During 2014, 184 students
from 8 schools of Rosario, Santa Fe, and Buenos Aires
participated in the program and produced audiovisual
pieces, which, together with other social programs, were
broadcast by the local signals of the Somos program.
After the end of the school year, participants may apply
for educational practices at their local signals.

In addition, for more than 30 years now and through its
support to the Noble Foundation, Grupo Clarín offers
free media literacy tools to thousands of children and
teachers in order to foster critical thinking on journalism,
while empowering people in their roles as consumers
and content generators.

years, there has been a gradual but sustained
increase in the coverage of social issues by Grupo
Clarín's media as recorded by several monitoring
actions carried out by third parties, particularly,
independent media observatories and universities.

In 2011, the NGO Periodismo Social and
Universidad Austral started to prepare reports
on the coverage of children-related news
on television in Argentina. In that first year,
Telenoche, Grupo Clarín's main news program
that leads audience ratings, was identified as
one of the news programs that spent more time
broadcasting news and giving information on
children and young people, accounting for 32.4%
of total coverage. In addition, the report stated
that more than 54% of the information sources
were children and their families.

The following edition of the report revealed
that the percentage of children as sources of
information increased by 60% and that the topic
of violence decreased remarkably (16%) to 29%
of the total coverage. Consequently, the news
program was awarded the best score among
privately owned signals. The report also pointed
out that 41% of children-related coverage was
specifically addressed to girls, while the other
47% was equally addressed to boys and girls,
strengthening the news program's commitment to
reflecting gender-related issues.

The emphasis placed on these monitoring processes
fits within the framework of an initiative launched
by the Company in 2009 that included an review of
specialized third party analysis, combined with an
ambitious training program oriented to audiovisual
journalists, focused on achieving journalistic
excellence and raising awareness of the particular
features of the main social topics in order to give
them responsible treatment in the news.

In its early stages, the project included training for
journalists that work on news programs broadcast
by local signals. In a second stage, Grupo Clarín,
together with experts in communications and
scholars from said organizations, offered in-house
workshops for journalists, editors, cameramen
and journalistic producers that work at all news
programs produced by ARTEAR (TN and Canal
Trece), in order to provide them with content
development tools and to discuss the main
challenges imposed by the several aspects of the
coverage of social issues on TV and the editorial
values that guide day-to-day decisions. This
program was the first of its kind to be implemented
in an Argentine signal.

Social and Sustainability Coverage

In order to better assess the potential influence
of the media on different audiences, Grupo Clarín
sets goals to guarantee the quality and diversity of
its content. Grupo Clarín's newspapers and news
programs have a long-standing and respected
reputation for journalistic research and offer
comprehensive coverage of news and relevant
social and environmental issues. The ability to
reflect social diversity –both through the coverage
of news and entertainment content– is one of the
pillars of its commitment towards the audiences
and readers.

Also during this period, Grupo Clarín renewed its
commitment to the supplement Gestión Sustentable
(Sustainable Management), published together
with Diario La Razón, to make readers think about
the most prominent issues of the sustainable
development global agenda and to report on social
and environmental responsibility actions carried out
by companies and organizations of the civil society.
Since 2014, the Company started to support the
activities of Fundación Temaikèn, a national non-
profit organization devoted to the preservation of
nature and to environmental education.

Special supplements, experts' and scholars' opinions,
on-site news coverage, journalistic talent and the
quality of the images and infographics complete the
broad variety of issues addressed by Grupo Clarín,
including but not limited to health, consumption and
development, science, education and preservation.
Weekly TV programs, such as, “TN Ciencia”, “Esta
es mi villa” and “Argentina para armar” broadcast
by Todo Noticias, make a valuable contribution to
social and scientific issues related to sustainability
in a broad sense, and have become leaders and
benchmarks in their respective fields.

During 2014, the Company's media continued to
develop content related to climate change and the
environment.

Radio Mitre, Grupo Clarín's main radio station,
combined the 24-hour coverage of these issues
with “Planeta Mitre, Compromiso Verde”, a series
of daily brief radio programs hosted by a journalist
specialized in the environment aimed at raising
awareness on environmental issues, recycling and
what each of us can do to make the world a better
place.

The Company continued to support and promote
blogs that raise awareness on social issues from
its web site, clarín.com. For example, “El Otro, el
Mismo” is a blog aimed at the inclusion of people
with disabilities, developed in association with
the Universidad Católica Argentina and social
organizations.

In this regard, the Calendario del Compromiso
con la Comunidad (Calendar of Commitment
to the Community) was published for the ninth
consecutive year in Revista Viva, a weekly section
sponsored by Clarín, the Noble Foundation and
Red Solidaria that provides an overview of the
social challenges Argentina currently faces, with
an emphasis on the potential positive effect
that contributions made by individuals and the
organizations of the civil society may have in
addressing such challenges.

the

importance of

Acknowledging
reflecting
diversity, fostering social justice, protecting the
youth, encouraging minority recognition and
avoiding discrimination on the basis of race and
gender are key actions to create content in the
media in a responsible fashion. Over the last

Promoting Involvement

Nevertheless, when it comes to responsibility and
content quality, there is always much to be done in
order to identify the potential positive effects that
the media may have on a society. In this regard,
Grupo Clarín seeks permanently to improve its role
in the promotion of the public debate by fostering
individual involvement and further describing the
social, economic and environmental challenges
faced by society with diversity of opinion.

The several media companies that comprise
Grupo Clarín also endorse several initiatives that
encourage citizens' involvement in democracy
and responsible citizen controls on the acts and
decisions of their representatives.

Aware of the need to advocate for further respect
for republican principles and fundamental human
and civil rights, during 2014 the Company continued
to foster and raise awareness on the importance of
every citizen's right to information and freedom of
speech.

In addition, through Diario Clarín, the Company
hosted the series of debates entitled: “Democracia
y Desarrollo”
(Democracy and Development),
which addressed issues such as agriculture,
transportation, education, Vaca Muerta and the
contribution of the industries to development. The
series of debates were organized in five meetings
open to the community, which were held at the
Latin American Art Museum of Buenos Aires
during 2014, with the participation of prominent
speakers and visitors.

The Company also sought to foster values,
such as solidarity and community commitment.
Through ARTEAR, in 2014 the Company launched
a new edition of “Abanderados de la Argentina
Solidaria”, an award that recognizes the work
–that would otherwise go unnoticed– done by
social entrepreneurs and community leaders, by
communicating valuable initiatives, that foster
social transformation and may be replicated. The
initiative is supported by Ashoka and Fundación
Navarro Viola and a panel of outstanding
people from the social, academic and cultural
sectors. In this edition, there were more than
1,500 applicants and the prize was granted to
Guadalupe Colque, founder and director of H.O.Pe.,
a foundation that provides comprehensive care to
children who suffer from cancer and their families
in the province of Salta. The winner received
Ps.100,000 in cash and a brand new automobile to
continue her work. There was also a special prize
of Ps.100,000 granted to Matías Najún to continue
his work at El Buen Samaritano, a hospice that

houses and accompanies homeless people that
suffer from terminal illnesses.

During the period, Clarín renewed its partnership
with Missing Children and Red Solidaria to publish
photographs of missing children in La Razón
newspaper and raise awareness about the role
of the community in dealing with this problem.
The Company also helped to broadcast the event
held to commemorate and raise awareness on the
anniversary of the AMIA bombing. This year, as
it was the 20th anniversary, it organized at Centro
Cultural Recoleta an exhibition that featured
22 photographs taken by press photographers
of Diario Clarín about the successive rallies for
justice made by relatives of the victims since
the year in which the bombing took place. The
Company also helped to broadcast the event
held to commemorate the anniversary of the
Israel Embassy bombing that took place in 1992.
The Company was once again a sponsor of the
Holocaust Museum of Buenos Aires.

In order to promote other campaigns and fund-
raising events and raise awareness about
Argentina's main social issues, Grupo Clarín
donated advertising space to several NGOs.
Among the most notable efforts in this regard
were the annual Caritas collection and the Colecta
Más por Menos, organized by the Argentine
Episcopal Conference and the annual collection
of the Food Bank Network, as well as that made
by Hospital de Niños Garrahan and Fundación
Manos en Acción. It also sponsored Feria de las
Naciones, a fair organized by Cooperadora de
Acción Social, which provides support to several
Argentine public hospitals.

Grupo Clarín also renewed its support for the
traditional campaign “Un Sol para los Chicos”,
together with ARTEAR and UNICEF. In 2014 the
its 23rd anniversary and
campaign celebrated
raised Ps.27,152,247 for educational and social
programs oriented to children and young people.
The campaign is one of UNICEF's main sources of
revenues in the country and also seeks to boost
individual donations to social causes in Argentina,
which still remain at significantly low levels
compared to the US and Europe, on a relative basis.

In order to deal with this issue strategically, and
to bolster the impact and scale of its investments
in public adds campaigns on its media, Grupo
Clarín, in partnership with AEDROS, a specialized
entity engaged in fostering fundraising for NGO,
designed a campaign to foster civic involvement
through a sustained and ongoing economic

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

commitment with organizations of the civil society.
In its third edition, the campaign Donar Ayuda was
largely promoted in audiovisual and electronic
media, as well as in newspapers and magazines
towards the end of 2014 and early 2015. Individual
contributions to NGOs that take their missions
seriously are regarded as one of the most
effective ways to make a drastic and sustained
difference in the lives of many people in need. In
addition to conveying this individual commitment
message, the campaign also seeks to make a
significant contribution to the organizations of the
civil society as a whole, which face challenges to
their sustainability and independence.

communication services, in spite of their reach
and scale. Cablevisión's service contribution
accounts for an annual
in-kind contribution
equivalent to Ps.89.6 million, and is supplemented
by specific programs, such as Cablevisión Flex
which offers reduced subscriptions to low income
neighborhoods. The program Puente Digital is one
of the main pillars of the work done in order to
breach the digital gap. The program offers free
Internet access to public schools, combined with
the integration of new technologies to school
teaching. Through this program, the Company
seeks to create a multimedia and interactive
platform built upon convergence, where TV
content will be a tool to supplement the use of
Internet at school. This service is also provided
to hospitals, health centers and organizations of
the civil society. The initiative also embraces the
donation of computers through Fundación Equidad
when there is an upgrade in the Company's
equipment, which also favors the reutilization of
these resources.

The impact of donated advertising space and free
Internet access services may be added to the Noble
Foundation's Ps.4.5 million budget for 2014, and to
the amount set aside for other social investment
programs in several subsidiaries, which reached
Ps.1.3 million in 2014. Hence, the amounts of
cash and in-kind contributions allocated to social
and community investment programs for the
period account for an aggregate contributions
with a value equivalent to Ps.156.6 million. This
estimated figure does not include programs
developed by smaller subsidiaries, whose
internal information gathering systems related to
community actions are under development.

In addition to providing financing, resources,
capacity and experience in the promotion of
socially valuable initiatives, Grupo Clarín also
relies upon third parties to secure regular
sponsorships and donations within the framework
of strategic alliances related to the sponsored
initiatives.

ADVERTISING SPACE DONATED IN 2014 ON GRUPO CLARÍN’S MEDIA

Radio and Broadcast and Cable TV

542,000 seconds

Pages in Newspapers and Magazines

110 pages

The estimated impact of these in-kind contributions allocated to public adds accounts for the
equivalent to a social investment of approximately Ps.61.1 million.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Community Engagement and Social Advertising

Grupo Clarín's impact on and relationship with the
community and people goes beyond the boundaries
of its editorial coverage. The support to vulnerable
communities, the coordination of educational
projects, and the organization of campaigns to
address social issues or to help areas that were
hit by natural disasters, paired with Grupo Clarín's
sustained commitment evidenced by several
types of donations and knowledge transfer, are
just some examples of the numerous initiatives
organized and fostered by Grupo Clarín's media
companies, either jointly or individually.

In response to the growing communication needs
and demands from the organizations of the civil
society, Grupo Clarín has a multiple approach
program in place that combines raising and
spreading active awareness of public and social
interest topics, by providing advertising space,
design and communication services for the NGOs
in order to boost the reach of public adds.

With respect to social advertising, during 2014,
Grupo Clarín, through the Noble Foundation
and several of its media companies, donated
a significant amount of advertising time and
space to foster causes related to social, civic
and environmental issues, through its own social
investment programs or within the framework of
strategic alliances with prestigious organizations
of the civil society.

Among these programs, the Company supported
Consejo Publicitario Argentino, which gathers
contributions from media, agencies and advertisers
engaged in social advertising. During 2014, the
Company focused on campaigns aimed at preventing
bullying (“Si no hacés nada sos parte”) and the
promotion of values (Respetuosa Argentina).

The Company gave continuity to Segundos para
Todos, a program organized by Cablevisión,
in order to donate free advertising seconds to
organizations of the civil society. In 2014, this
initiative donated 87,524 advertising seconds to
broadcast public adds.

Grupo Clarín has also undertaken a sustained
and strategic commitment to breaching the
digital gap and promoting the responsible
use of the Internet. During 2014, Cablevisión
provided free services to 22,210 schools, hospitals
social organizations and other institutions. This
commitment differentiates the Company from
others, such as telephone companies, which
include donating
have policies that do not

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Again this year, the Company sponsored the
annual Maratón de Lectura (Readathon) initiative,
organized by Fundación Leer with the participation
of over 4.3 million children from 13,250
educational institutions from 2,625 locations.
The event received the donation of 20,400 books
published by Clarín for reading corners that
gifted by lottery among the participating schools
and the initiative was promoted through a broad
advertising campaign.

Grupo Clarín and its subsidiaries have also
renewed their commitment to culture through
several sponsorships to important events and
entities, such as, Feria del Libro (Book Fair), PROA
Foundation, Faena Art Center, Teatro Colón, and
Ushuaia's Classical Music Festival. The Company
also sponsored the 2014 season of Teatro Maipo,
the presentations in Argentina of Les Luthiers, and
the play “Y un día Nico se fue”. It also sponsored
the films “El misterio de la felicidad”, directed by
Daniel Burman, starring Guillermo Francella and
Inés Estévez; the remastering in HD of “Tango
Feroz” because of the 20th anniversary of its
premiere, directed by Marcelo Piñeyro, starring
Fernán Mirás, Cecilia Dopazo, Imanol Arias and
Leonardo Sbaraglia and the multi-awarded and
Oscar nominee “Relatos Salvajes”, an anthology
of six black comedy and drama short films
written and directed by Damián Szifrón, starring
Ricardo Darín, Oscar Martínez, Darío Grandinetti,
Leonardo Sbaraglia, Erica Rivas, Rita Cortese,
among others. In 2014, Clarín once again held the
traditional annual ceremony of the “Premio Clarín
de Novela” awards. This year the award went to
the Colombian writer Daniel Ferreira for his novel
“Rebelión de los oficios inútiles” which reflects
the armed struggle that took place in Colombia
in the 1970s. The novel was published by Clarín-
Alfaguara and
the author won Ps.150,000.
Grupo Clarín also sponsored a series of concerts
organized by Buenos Aires Lírica Foundation
and the IV International Ballet Gala as well as
Ballet Don Quijote with the special participation
of Daniil Simkin, the principal dancer of the
American Ballet Theatre of New York, and María
Kochetkova, nominated to the best dancer of the
world by the Moscow Ballet Academy in 2013.

Through its cable and broadcast TV signals,
Grupo Clarín's companies make significant efforts
to promote the most relevant cultural, motion
picture and sports events and such efforts are an
increasing contribution to cultural diversity and
local identity. Of particular note are initiatives
such as “Volver”, the cable TV signal that keeps
Argentina's most complete programming archive.

Fostering Education and Culture

As part of its initiatives in support of education,
Grupo Clarín used its cross-segment position and
its ability to communicate with society to raise
awareness of the importance of education as
a right and as a critical element in Argentina's
future social development. In this sense, it tried
to foster equal opportunities in education through
its publishing company Tinta Fresca with the
generation of updated, affordable and quality
educational materials for students, teachers and
schools throughout the country.

The Company has renewed its support for the
6th Educational Quality Forum, under the motto
"Improving education is an urgent priority". The
forum is a massive event organized by Educar 2050,
an entity that combines the fieldwork related to
the instruction of principals of schools attended by
low-income children with extensive public policy
advocacy activities. It also promoted a campaign
developed by the same organization on education
topics related to the 2015 presidential elections.

Together with another 40 organizations, it
promoted Semana de la Educación, an initiative
that seeks to bring education topics to the top of
the agenda of the Argentine population.

Among the main alliances to foster education,
the Company developed specific
initiatives,
such as the program Potenciar Comunidades
Rurales, with the support of several companies
to provide support to local development projects
in certain communities under the leadership of
Emprendimientos Rurales Los Grobo.

One of the most prominent initiatives resulting
from a collective effort is the award “Premio
Clarín- Zúrich a la Educación”. The sixth edition
recognized the best practices in environmental
education in primary schools. The first prize was
Ps.190,000 for the winning school to be able to
develop the project. Other two schools were
distinguished with
received
Ps.55,000 each. The next edition of the award
in 2015 will choose the best project on Social
Sciences in high schools, in order to underscore
the importance and interest of this issue and
recognize the capacity to introduce critical thinking
and a problem-solving approach to education.

‘mentions’ and

During this period, through the Noble Foundation,
the Company continued to donate bibliographical
material, and renewed its long-standing support
of Escuelas Roberto Noble, named after the
founder of Diario Clarín, Roberto Noble.

NOBLE FOUNDATION’S DONATIONS OF EDUCATIONAL MATERIAL

Books

2014

49,603

2013

2012

44,219

48,900

Magazines

4,177

6,140

6,660

Manuals

310

561

500

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Media Literacy and Protection
of Young Audiences

The media plays an increasingly important role
in society, particularly, in the lives of young
people. Through several programs, Grupo Clarín
encourages them to develop media access
tools through critical thinking and to leverage
the opportunities provided by the media and
technology to explore their identity, creatively
express their ideas and opinions and make their
voices heard.

Media literacy is generally defined as the ability to
access to, analyze, respond with critical thinking
and benefit from, the media. Grupo Clarín's main
tool to foster media literacy is its support of
“La educación y los medios de comunicación”,
(Education and the Media), a pioneer program
widely recognized abroad that has been developed
for more than 30 years by the Noble Foundation. In
2014, the Noble Foundation was mostly engaged in
renewing the program that consists of classroom
workshops and special educational content suited
to the needs of teachers and students oriented
to foster a critical approach to the media and
their use as resources that supplement formal
education.

In order to capitalize on the information gathered
at the workshops in connection with cultural
consumption patterns of the young, the Noble
Foundation launched the contest #sosVOSenlared
aimed at boys and girls between 13 and 18 years
of age. The pedagogical purpose of this initiative
was to promote critical thinking about the way in
which young boys and girls construct their identity
in social networks and review the opportunities
and limitations offered by technology in this
process. During the contest, the Noble Foundation
provided materials and contents for teachers and
activities for students. The contents provided
by the Noble Foundation through blogs and
social networks are communication spaces that

supplement the workshops. The most popular
contents are the classroom activities and the
opinion articles about several education issues.

Through the Noble Foundation, Grupo Clarín
renewed its presence and coordination of the
media space in the “Museo de los Niños”
(Children's Museum) and continued to offer visits
to printing facilities and Diario Clarín's newsroom.
These visits give students and teachers from
schools and universities all over the country and
the world the chance to experience first-hand
the processes involved in news production, the
design of publication supporting equipment, the
newspaper distribution mechanisms, as well as
the environmental approach of the production
process. During 2014, 13,963 students and
teachers from 260 educational institutions visited
the facilities.

These initiatives program are supplemented
through other initiatives related to the promotion of
responsible content consumption. Within the Cable
Television and Internet Access segment, the Company
helps to protect vulnerable audiences by providing
parents with the tools to make decisions about the
content their children are allowed to access.

THE PROGRAM “LA EDUCACIÓN Y LOS MEDIOS DE COMUNICACIÓN”

Workshops for teachers

Workshops for students

2014

102

233

2013

120

2012

125

441

534

This includes several parental control options.
For cable TV services, the on-screen guide allows
parents to easily block content that is not suitable
for children by introducing a PIN. The Video On
Demand platform includes the identification of
adults-only services with access control systems
that may be enabled by the subscribers. In terms of
protection of audiences in Internet, the Company
developed Fibertel Security. With this tool, users
may filter the access to certain web sites deemed
inappropriate and customize the protection level
for each family member, among other things. In
addition, adults may restrict the use of Internet by
setting specific days and times. Adult users have
a password that enables them to turn the control
off and freely access the Internet, as well as to
change all of the software configuration settings.
Every time the operating system is rebooted, the
service returns to its active status to prevent an
eventual oversight.

These tools are provided with information and
criteria on how to use Internet. Cablevisión
launched the program “Compás para el uso de
Internet” in partnership with UNICEF and Chicos.net.
This project, specifically addressed to families and
teachers, is intended to provide proposals to teach
children and teens about the proactive, responsible
and safe use of technology. The topics discussed
in this program include digital citizenship, on-line
security, data protection, content diversity, respect
for information sources and awareness on cyber-
bullying and discrimination. The initiative includes
the development of an information portal (www.
programacompas.com.ar), tools for journalists,
relationship with elementary schools and
publication of citizenship awareness information
through the media. In 2014, on Internet's day,
Fibertel held a Technological Festival at the

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Excellence in Journalistic Training

In order to reaffirm the commitment to journalistic
excellence, Grupo Clarín also carried out activities
aimed at consolidating the training and excellence
of current and future communicators.

In this sense, the Company provided support to the
Master’s Degree in Journalism, an international
graduate course with the highest academic level,
organized by Grupo Clarín and the University of
San Andrés, with the participation of the School
of Journalism at Columbia University and the
University of Bologna, and led by renowned
national and international journalists and
academics. Year after year, this renowned training
program gathers professionals from Argentina and
other Latin American countries, and also offers
scholarships linked to outstanding performance.

In this same regard, the Company helped to promote
and support the Graduate Program in Digital
Journalism organized by Universitat Pompeu Fabra,
TN.com.ar and Google. With the current edition
of this state-of-the-art program underway, the
Company reinforced its commitment to enhancing
the quality of professionals in the 2.0 world.

In connection with journalistic training and within
the framework of the program Somos, developed by
ARTEAR and Cablevisión, during 2014, Grupo Clarín
offered five regional training sessions that reached
approximately 50 local signals. Training sessions
focus on the journalistic and technical training of
professionals from regional signals nationwide, in
which the company invests to provide state-of-the-
art technology as well as top-of-the-line training
opportunities to improve local coverage.

Educational Center of Barracas, aimed at sharing
collaborative exploration and construction
contents with boys and girls through the use of
technology. The festival included different creative
workshops about the safe and responsible use of
technology for 120 students attending 5th grade of
primary school. In addition, in alliance with Disney
and Chicos.net, Fibertel developed an investigation
about the behaviors and insights of boys and girls
over the Internet and the role of adults in Argentina,
Mexico and Brazil. The information gathered
allows the company to work on strategies aimed at
protecting and raising awareness based on sound
knowledge. The findings of the investigation were
published in February 2015 on the International
Safer Internet Day.

The Company also addresses responsibly children's
artistic participation in the television and film
industry; a category that was embraced by the ILO
as a valid form of participation in labor activities
by children in these age categories. To such end,
special emphasis is placed on compliance with
the applicable standards in force, while adhering
to internal guidelines that set limited activity
schedules, protection and promotion of school
education and active involvement of parents and
tutors.

Also during 2014, Grupo Clarín's media contributed
to the dissemination of the national awareness
campaign of Consejo Publicitario Argentino about
bullying: a specific form of harassment among
peers, usually among boys, girls and teenagers,
which takes place especially in social networks.
Under the motto “Si no hacés nada, sos parte
#nobullying”, the campaign was very popular and
was largely covered by the media.

Grupo Clarín's success and leadership are mostly
the result of the efforts, talent, professionalism
and creativity of its employees. Grupo Clarín's
media companies are among the preferred
workplaces of most communication professionals.
The Company strives to offer better opportunities,
incentives and tools to sustain and strengthen the
firm commitment of the professionals that believe
in the project of Grupo Clarín.

MEN
WOMEN

EMPLOYEES BROKEN DO

N B
Y

OUR PEOPLE

TOTAL HEADCOUNT
AS OF DECEMBER 31, 2014
15,548

11,871
3,677

EMPLOYEES BROKEN DOWN
BY AGE GROUPS 2014

<30

31-50

>51

3,112

10,241

2,195

EMPLOYEE TURNOVER RATE 2014

6.59%

EMPLOYEE DISTRIBUTION BY CATEGORY 2014

Directors and Managers

Middle management

Analysts and administrative staff

Technical staff

Other

240

2,317

3,777

6,815

2,399

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / OUR PEOPLE

The Company has its own structure in terms of the
age and gender diversity of its employees. With
respect to gender, there is a noticeably higher
proportion of male employees, mostly on account
of the high number of employees required in the
technical areas of printing facilities and of the cable
TV and Internet access segment. In Argentina,
technical specialties are predominantly elected by
men, and that pattern is reflected in the payroll of
this type of industry. During 2014, the Company
held training sessions about diversity, focused on
gender and disability. There were also specific
round tables to recognize the goals attained and
the opportunities to address these issues.

The gender structure in the rest of the business
segments of Grupo Clarín is well-balanced
considering the total workforce, with a deficit
in managerial positions, which are still mainly
occupied by men. However, the Company has
attained excellent results as far as gender
equality is concerned in content-related activities,
particularly in the areas related to journalism and
audiovisual production, where the workforce is
more diverse.

At the same time, the Company seeks to foster
hiring young, first-time job seekers and people
in the upper age group who contribute their
experience. The Professional Development
Program, the guided visits to the Zepita facility
and to Cablevisión, as well as the program
Audiovisuales en la Escuela, are good examples of
these initiatives that seek to foster the articulation
between formal education and the workforce, by
encouraging young people to complete their high-
school studies as a necessary condition to get a
job. Gestión Compartida, a company which, among
other things, provides employee recruitment,
selection and training services to the companies
of Grupo Clarín and third parties, is engaged
in promoting and developing job opportunities
for people over 45 years of age, both in its daily
work as well as through partnerships with social
organizations that share the same focus.

In terms of employee turnover, the Company and its
subsidiaries maintain market ratios, particularly in
connection with permanent employees. However,
the consolidated media turnover ratio usually
reflects certain particular features of the industry,
which is influenced by factors such as seasonality
and involvement of specific technical or artistic
employees during certain periods. These employees
do not terminate their relationship with the
company; instead, they have temporary employment
agreements related to special products inherent to
the programming activity.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / OUR PEOPLE

The Company fosters an open dialogue with union
representatives facilitating mutual understanding
and conflict resolution. Employees freely exercise
their right to unionize and are currently represented
by several unions related to each of the activities
developed by Grupo Clarín and its subsidiaries.
Out of Grupo Clarín's total employees 75.1% is
covered by collective bargaining agreements.

Taking care of the work environment and conditions,
health and job safety and employee training to
enhance their professional skills are some of
the actions aimed at consolidating the sense of
integration and achievement of organizational goals.

The work environment survey is one of the
key tools employed to gather opinions on the
Company's performance in this regard. The
survey is conducted periodically at Grupo
Clarín's subsidiaries on a global basis and as
a cross-section of the group's companies. This
process serves to identify sensitive issues and
opportunities for internal improvement. Based on
the results of the survey, the Company designs
action plans, communication channels and training
programs in order to set new goals for the coming
year. During 2014, the survey was conducted in
the Cable Television and Internet Access segment
achieving a record level of responses (98%). In
a complex environment for the Company and
its employees, the figures achieved in the work
environment category remained strong and the
figures achieved in the commitment category were
above 86% on average. Leadership indicators also
maintained high scores. The work environment
survey is expected to be conducted in the rest of
the business segments during 2015.

In 2014, Grupo Clarín continued to develop its
Corporate Volunteer Program, with global actions
and other actions inherent to each subsidiary.
Under the name “Vos también”, the program
seeks to develop and consolidate in an inclusive
fashion valuable initiatives for employees’ that
include solidarity actions that have a positive
impact on the community while contributing to the
Company’s organizational climate. During 2014,
the program was implemented in 7 business units,
including the corporate areas, and its impact was
extended to 12 provinces. According to its main
indicators, volunteers devoted 6,501 hours of
work, with a global engagement rate of 12.3%. All
program actions were carried out in partnership
with social organizations to shift the benefits
derived from the experience to the civil society.
During 2014, the program partnered with 55 NGOs
and reached 6,418 people.

Through these initiatives, volunteers had the
chance to collaborate with several programs and
topics. The main projects carried out during the
year were the following: Donación de Sangre, a
project that seeks to foster solidarity in the area
of health; Vos también Jugás, a project oriented
to infants; Socios por un día, a project carried out
in partnership with Junior Achievement that seeks
to foster entrepreneurship among young people;
Give and Gain Week, Construyendo Escuelas,
and the project Cuenta Cuentos with Fundación
Leer, among others. A cross-cutting action was
proposed to all of Grupo Clarín's business units: Fin
de año en Familia, a family support program that
consists of delivering Christmas gift boxes to low
income families. The program Vos También had a
very high satisfaction level among participants:

99.08% of the participants found it rewarding or
very rewarding and a similar percentage stated
that they would participate again.

Grupo Clarín also put special emphasis on
multiple internal communication tools, such
as the magazine Nuestro Medio, the digital
newsletter named Nuestro Resumen and the
Corporate Training Program and the Company
Climate Management newsletters, as well as
internal communication spaces and notice boards.
During 2014, Grupo Clarín launched a new version
of the Corporate Intranet, a channel to maintain
a smooth internal communication among all the
employees of the Group. It also incorporated the
corporate chat tool, which is a new meeting point
among employees, creating a new space to share
resources and streamline
internal processes.
Year after year, Grupo Clarín increases its efforts
to implement and streamline the information
channels on benefit programs, policies and
relevant organizational changes, and news
concerning the daily development of activities.

“VOS TAMBIÉN” VOLUNTEER PROGRAM IN 2014

Volunteers

Participating social organizations

Direct beneficiaries

Hours of volunteer work

Employee's engagement

Provinces included

1,528

6,418

6,501

12.3%

Benefits and Career Development

Even though a large number of benefits are
common to all employees, each Business Unit
grants additional benefits, which may differ
based on their respective activities. During the
last quarter of 2007, the Company, together with
its subsidiaries, began to implement a long-term
savings plan for directors and managers, which
became effective in January 2008.

In 2014 the Company launched “Nuestros
Beneficios”, a program aimed at all the employees
of Grupo Clarín. It was an unprecedented proposal
that combined the efforts of various Business Units
to offer benefits and discounts for all the employees
and
included clothing,
restaurants, education programs, entertainment
and tourism. The Company held an event to launch
the program and to present an exclusive portal that
grants access to all the benefits.

families, which

their

In order to build new skills and reinforce existing
strengths, employees need motivation and
support. During 2013, the Company made further
efforts to increase the scope of and improve the
performance review program of employees in
several job categories. During 2014, the Company
worked on the development of a Performance
Management system (CEL - Crecimiento de la
Efectividad Laboral), a space where bosses
establish an ongoing feedback mechanism
with their teams, focusing on strengths
and opportunities for improvement that arise
on a daily basis. It allows them to work on the
expectations regarding management performance
and behaviors and skills according to the role and
function, conducting follow-ups of the proposals
for improvement and closing the cycle with an
interview to provide feedback.

Training arouses the interest of the company and
its employees. Employees receive training to
attain results for the Company, and at the same
time the Company fosters their growth, enhancing
their knowledge and skills. Grupo Clarín invests in
training, with two types of programs. On the one
hand, the training programs of each Business Unit,
focusing on the specific needs of each activity,
whereby Grupo Clarín employees and professional
staff can update and enhance their knowledge and
skills through seminars, courses, graduate studies
and master's degrees. On the other hand, Grupo
Clarín offers the Corporate Training Program (PCF,
for its Spanish acronym), which includes a wide
range of training proposals. During the second half
of 2014, the Company offered new alternatives
to improve the performance of the analysts and
middle management of all the companies of Grupo
Clarín. During 2014, 331 employees participated

in the 19 courses given as part of the Corporate
Training Program.

Training management is currently focused on
planning new tools and technological developments
in order to train employees on how to face the
challenges imposed by the changes in the media
industry. During this period, the course “Inducción a
la Era Digital” was added to the Corporate Training
Program. It seeks to shed light on the way in which
technology has changed the world of business,
generating big opportunities and challenges for
the companies. In this sense, another highlight is
the Executive Program developed together with
Universidad de Palermo: “Negocios del Mundo
Digital”. Employees of Grupo Clarín and Banco
Santander participated in this program.

The purpose of this program was to generate
triggers building on premises about the
organization and the integration of the digital
world into the traditional world, to foster an
integrated working environment among the
different areas of the company, to provide
methodological tools to generate digital thinking,
and to achieve an interaction among all the
elements seeking to improve the relationship
with customers, exploring the available tools to
streamline the communication process.

In order to provide training to middle and upper
management seeking to foster key managerial
competences and skills, in 2014 the Company
developed the Management Development
Program together with UADE Business School.
This program provided knowledge and tools
that empowered participants to improve their
managerial skills in their area or team and to share
their best practices among the top executives of
the best companies and, in turn, learn the new
trends of the academic world. The Company also
organized several training sessions, breakfast and
lunch meetings and integration activities among
different areas of the Company that work together
in order to strengthen internal communication
and knowledge. During the period, the Company
continued to provide English courses to those
employees that need language skills for their work.
This year different groups were created to provide
group classes in a dynamic and easy fashion so
that participants may share their knowledge, grow
together and boost their development.

Grupo Clarín and its Business Units offered
seminars and training programs about health
issues and the prevention of illnesses and
accidents, as well as other relevant topics, which
supplemented the special campaigns about health

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / OUR PEOPLE

issues and medical check-ups. Several initiatives
were implemented to promote healthy lifestyle
habits: vaccination and blood drives, meditation
and yoga workshops, placement of bicycle racks
and locker rooms, soccer tournaments, evacuation
drills, healthy menus and talks about first aid.

Relationship with the supply chain

Grupo Clarín's Social Responsibility management
is embedded in the relationship with its supply
chain. During 2014, the Company continued
to explore alternatives of interaction or joint
approach to common-interest issues at the various
levels of relationship with its suppliers.

Grupo Clarín focused on the implementation of
systems and procedures aimed at the application
of best practices for purchases, employee hiring,
and contracting with suppliers within a framework
of supervision and transparency.

During the year and through Gestión Compartida,
a subsidiary engaged in managing the relationship
with most of the suppliers, the Company initiated a
tool redefining process, which, among other things,
seeks to require that new suppliers undertake
a commitment to the sustainability of their
operations. Through this process, the Company
expects to develop internal training sessions,
introduce and develop its own record of sustainable
suppliers and foster sustainability as management
strategy oriented to related third parties.

ENVIRONMENT

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / ENVIRONMENT

During 2014, the Company continued to implement
measures to
improve
production processes in order to optimize results
and react to potential impacts.

identify, plan for and

Progress was made in achieving the period's
goals by introducing sustainable methods to
obtain and use resources, developing equipment
investment policies, raising active awareness on
the appropriate use of supplies and technologies
and promoting the adoption and certification of
environmental standards.

Since 2004, Grupo Clarín has adhered to the
United Nations Global Compact that sets forth
several environmental protection standards. The
Compact requires that companies:

Consumption. Newsprint and Energy
Within the framework of an environmental
management policy oriented to eco-efficiency, the
Company and its subsidiaries mainly use energy,
newsprint, cable and other technology-related
elements.

Use of materials in 2014

Paper

Ink

Aluminum plates

Residential connection cables

CPE (Set-top units

and customer's equipment)

72,340 Tons

1,614 Tons

206 Tons

3,014 Tons

1,098 Tons

(Principle 7)
Adopt a preventive approach to environmental
challenges;

At the printing plants, the Company followed
established guidelines to ensure the provision
of materials at quality levels compatible with
international standards for newsprint, inks and
other specific inputs.

(Principle 8)
Take initiatives to foster increased environmental
responsibility; and

Papel Prensa, a subsidiary in which Grupo Clarín
owns an indirect minority interest, supplies most
of the newsprint used in newspaper printing.

(Principle 9)
Foster the development and promotion of
environmentally-friendly technologies.

In addition, Grupo Clarín's Social Corporate
Responsibility and Sustainability Policy serves as
a management guideline and drives the definition
of goals for its subsidiaries. This is reflected
in the environmental policies adopted by its
subsidiaries, such as the one implemented by
AGEA in 2012, which combines the improvement
of environmental management with ISO 14001
certification and implementation for its production
processes; or AGR's FSC certification, which
allows that company to guarantee the certification
of the chain of custody of the paper used, from its
manufacture until the printing process has been
completed.

Papel Prensa has put in place production policies
based on the procurement of strategic inputs
without depleting natural resources. To this
end, the paper mill recovers raw materials from
the recycling of returned newspapers in order to
produce more newsprint and reduce the use of
virgin fiber. The type of fiber source (aspens and
willows) depends on the availability of materials
and economic considerations concerning freight
distance minimization, a key economic and
environmental issue. However, it should be
noted that fresh fiber comes from sustainable
plantations. In addition, ongoing research studies
are conducted concerning genetic enhancement
of tree species and environmental and forestry
aspects. Such research is conducted through
agreements with universities, research centers
and specialists in order to boost productivity, cut
costs and guarantee ecosystem sustainability.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / ENVIRONMENT

Papel Prensa's forestry department conducts its
activities with a sustainability strategy in mind
to protect biodiversity. Birdlife has experienced a
sustained increase as a result of forestry protection
actions and a ban on hunting. These conditions
encourage the design of several research and
development programs, also in conjunction with
universities, including the introduction, production
and reproduction of certain endangered deer
species for their adequate and safe development.

The Cable Television and Internet Access segment
is engaged in service activities, which essentially
do not require the use of raw materials, as opposed
to the industrial processes run by other segments.
Nevertheless, given the scale of operations, Grupo
Clarín's companies use certain materials produced
by their respective value chains, such as the cable
for residential services installed during the period,
top-set units delivered under loan for use and
poles used as part of the distribution network.

As to the types of inks used at the printing
facilities, the diverse variety of printed products
requires a varied approach from the perspective
of resources. For instance, the use of vegetable-
based coldset ink at the Company's main printing
facility, accounts for almost 60% of total use of
the input. This type of ink, which can be used in
bond paper, is environmentally friendlier due to its
vegetable components and its efficiency in terms
of the amount of ink required to print, which may be
10%-15% lower than other inks. As another way
to reduce the environmental impact, the Company
streamlines its resources through the selection of
printing techniques. For instance, since 2008 AGR
has successfully introduced stochastic printing at
its premises, significantly reducing the number of
inks required for the printing process.

The Company has also specialized and qualified
professional teams that work towards the goal
of reducing material consumption, identifying
and adopting increasingly efficient processes
related to the environment. The newspaper size
adjustments introduced in previous years continue
to reduce the use of newsprint and other materials.

Power is the main additional resource used by
Grupo Clarín and its subsidiaries. Grupo Clarín
uses power from direct and indirect sources.
Even though the Company has alternative power
generators in place for offices and industrial
facilities that require fuel, the main indirect
consumption is the electricity provided by the
power supply network.

Direct and indirect use of power by primary
source in 2014

Electricity

Natural gas

Gasoline

Gas oil

CNG

LP gas

107,446 MWh

88,578 GJ

114,701 GJ

133,009 GJ

129.80 GJ

0 GJ

The subsidiaries engaged in printing activities
are the heaviest users of power, followed by
the business units that use technology in their
operations, such as the cable TV and Internet
access distribution services and audiovisual
programming services. In this area, ARTEAR has
policies in place for the ongoing development
of innovation resources to reduce the use of
electricity at its premises. The main initiatives in
this regard include the introduction of cold lighting
systems in all new and remodeled TV studios,
which allows a fivefold reduction in the power
ARTEAR normally used for lighting. In 2014, this
concept was applied in the preparation of TN's
Mirador studio, used for the program hosted by
Nelson Castro.

The Company also renovated its buildings in order
to make better use of natural light and installed
energy-efficient linings. In line with its goal of
staying at the forefront of new technology, ARTEAR
continued to invest in equipment manufactured
under environmentally friendly standards, in order
to meet the need for High-Definition programming
and distribution. In addition, the Company
continues to monitor the consumption and impact
of ARTEAR's outside broadcast units. Since 2012,
its fleet is fully composed of Diesel vehicles,
which consume less fuel.

At Cablevisión, energy from indirect sources is
mainly used for temperature adjustment, workroom
ventilation and lighting and for the operation of
data transfer networks and equipment. Hence,
Cablevisión introduced technologies in its main
building to reduce the amount of energy used in
lighting (through efficient electrical devices and
motion sensors at meeting rooms) air conditioning
and smart elevators.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / ENVIRONMENT

Special care is given to effluents resulting from
the printing facilities' development processes,
which are subject to rigorous treatments and
measurements before disposal. A water re-usage
system was put in place at the Zepita facility.
Under its Environmental Management System,
the Company seeks to avoid discharging effluents
except in exceptional cases. At La Voz del Interior's
printing facilities, waste water is subject to
treatment and is then reused for irrigation or as
part of the production process. The water discharge
figures disclosed below are mostly attributable
to processed water that can be safely used for
irrigation. The Company's office buildings and other
facilities only discharge domestic waste water.

Total waste water discharge

At printing facilities in 2014

11,304 m3

Also in terms of recycling, Grupo Clarín continued
to reaffirm its contribution to Fundación Garrahan
through an office-paper recycling program.

Such arrangement was combined with other
programs to reduce the use of paper at the
Company's offices, while seeking to streamline
printing techniques; in addition to the Company's
renewed efforts to raise sustainability awareness
among employees.

The Company donates technological equipment to
institutions that receive free Internet connection
from Fibertel and to other institutions located
in highly vulnerable neighborhoods. In addition
to making another contribution towards citizen
connectivity and access to technological
equipment, the Company seeks to contribute to
environmental care by reusing equipment. During
2014, the Company also donated 748 technological
equipment units to Fundación Equidad.

Additionally, the Company continued to support and
sponsor projects related to the care and protection
of green areas by sponsoring and contributing to
the preservation of the parks Plazoleta Dr. Roberto
Noble in the city of Buenos Aires and Parque de la
Ribera located in San Isidro. Through preservation
works in both parks, the Company also sought to
promote responsibility in the care of public areas
by the community and constructively contribute to
the protection of the environment.

Waste and Emissions
Grupo Clarín's subsidiaries develop most of their
activities in urban areas that are not in contact
with natural areas and that meet effective urban
planning standards.

As to emissions, printing facilities have the
most significant impact on the carbon footprint.
Therefore, the Company is permanently exploring
alternatives to improve processes and efficiency
in these areas and to further deepen the analysis
and inventory of Co2 emissions generated by the
activities developed by the several subsidiaries. The
main strategies available to reduce greenhouse gas
emissions entail cutting consumption or changing
power resources, for instance, by making more
intensive use of renewable fuel and bio-energy.

Total greenhouse gas emissions
by weight in 2014

Direct emissions

Indirect emissions

Total emissions

60,835.62 Tons of CO2
57,056.84 Tons of CO2
120,892.45 Tons of CO2

collect and separate certain waste materials,
such as ink, oil, grease and solvents, that are sent
to third party facilities for their recycling, reuse or
safe final disposal. Hazardous waste is subject to
a rigorous treatment handled by licensed waste
management companies. At the same time, the
Company continues to develop strategies to
reduce hazardous waste and has made significant
progress. Fully reusable aluminum plates are used
in the printing process.

In the Cable TV and Internet access segment,
waste is separated at origin in order to add social
or environmental value, where practicable. With
respect to recycling, the Company keeps strict
control of the recovery of equipment delivered
to subscribers under loans for use, such as top-
set units and remote controls, in order to reuse
them or ensure its safe final disposal, and also to
reduce the consumption of this type of equipment.
In this area, the Company's waste management
substantially differs from that of other technology
companies that are not involved in the final
disposal of electronic waste related to equipment
delivered to customers.

Each subsidiary of Grupo Clarín identifies and
manages waste production and disposal.

Total waste weight by type in 2014

As part of the treatment of industrial waste from
printing processes, the Company's subsidiaries

Hazardous waste

Urban or non-hazardous waste

4,250.87 Tons

438.33 Tons

RISK
FACTORS

As an Argentine multimedia company, Grupo Clarín
is exposed to a wide range of risks, related to the
country and also to its operations.

The Company relies on a strong internal control
system. The identification of risk and its assessment
is part of each unit’s business plans, and is also
addressed by a corporate based control department
and by the Board on a regular basis.

Argentina’s economic environment

Substantially all of our operations are conducted in
Argentina, and are therefore affected by changes in
Argentina’s economic environment.

The Argentine economy has experienced significant
volatility in recent decades, with periods of low
or negative growth, high inflation and currency
devaluation. After six years of sustained economic
growth, the Argentine economy slowed down in the
second half of 2008 and throughout 2009, affected
by the international crisis as well as internal political
developments. The trend was later reversed, with
real GDP growth reaching 9.1% in 2010 and 8.6%
in 2011. In 2012 real GDP growth declined to 0.9%.
While real GDP grew by 2.9% in 2013, towards
the fourth quarter of 2013 the economy already
showed signs of decline (based on data published
by the National Institute of Statistics and Census
–INDEC–). In 2014, real GPD showed no growth for
the first time since 2002.

Sustainable economic growth depends on a variety
of factors, including international demand for
Argentine export commodities and their prevailing
prices, stability and competitiveness of the Peso
against foreign currencies, confidence of consumers
and local and foreign investors and a low rate of
inflation.

The Argentine economy might be adversely affected
by the following factors:

-Exchange rate volatility and depletion of Central
Bank international reserves;

-Increase in current inflation affecting competitiveness
and economic growth;

-Recession, low economic growth or economic
uncertainties affecting Argentina’s main trading
partners;

-Insufficient levels of investment;

RISK FACTORS

-Poor development of the Argentine credit market
and limited ability to obtain financing from
international markets;

-A reduction of the payment capacity of the
Argentine public sector and the possibilities of
procuring international financing;

-Increase in current public expenditure affecting
fiscal accounts;

-Possible reduction or reversal in the trade balance
due to significant decrease in agricultural prices in
general and soy in particular or adverse climatic
conditions affecting the production of agricultural
commodities;

-Government imposed restrictions on imports or
exports;

-Wage, price and foreign exchange controls;

-Political and social tensions;

-Continued instability of the financial systems of the
main developed economies;

-Abrupt changes in the monetary and fiscal policies
of the main economies worldwide; and

-Reversal of capital flows due to domestic and
international uncertainty.

A downturn in economic activity is likely to result
in increased subscriber churn and bad debt,
subscriber losses as well as decreased advertising
revenues. We seek to address the cycles affecting
the Argentine economy by diversifying the scope
of our business and managing our foreign currency
liabilities.

Political and Economic Uncertainties

Our financial condition and results of operations
depend to a significant extent on macroeconomic
and political conditions prevailing in Argentina.
Measures adopted by the Argentine government
that impact upon the economy, including those
measures related to monetary policy, inflation,
interest rates, price controls, exchange controls
and taxes, have affected and could continue to
affect Argentine companies like ours. We have also
been the target of legislation passed to regulate
the Media Industry and capital markets, which has
also affected our activities in recent years. See

“Legislation and Regulation of the Media Industry”
and “Capital Markets Regulations.”

a. Inflation
Argentina has confronted inflationary pressures
since 2007, evidenced by significantly higher fuel,
energy and food prices, among other indicators.
According to inflation data published by the INDEC,
from 2010 to 2014, the Argentine consumer price
index increased 10.9%, 9.5%, 10.8%, 10.9% and
23.9%, respectively; and the wholesale price
index increased 14.6%, 12.7%, 13.1%, 14.7%
and 28.3%, respectively. However, since 2007, the
INDEC has experienced a process of institutional
and methodological reforms that have given rise
to controversy with respect to the reliability of
the information that it produces. In December
2013
the Argentine Government announced
the implementation of a new methodology for
the calculation of price indexes, designed in
International Monetary Fund
cooperation with
(“IMF”) experts. The IMF had stated in previous
reports that their staff used alternative measures of
inflation for macroeconomic surveillance, including
data produced by private sources, which had shown
inflation rates considerably higher than those
published by the INDEC since 2007. In a meeting
held on February 1, 2013, the Executive Board of the
IMF issued a declaration of censure in connection
with Argentina’s failure to make sufficient progress
to adopt remedial measures to address the
inaccuracy of inflation and GDP data.

The new methodology announced in 2013 was
applied to the calculation of price indexes starting
in January 2014. Even though it brought inflation
statistics closer to those estimated by private
sources, there is still a material difference between
official
inflation data and private estimates.
According to figures published by members of
Congress from opposition parties based on private
sources, the average inflation estimate was 24.5%
for 2012, 27.1% for 2013 and 35.8% for 2014.

Since 2007, inflation in Argentina has contributed
to a material increase in our operating costs, in
particular labor costs, and negatively impacted
our results of operations and financial condition.
There can be no assurance that inflation rates will
not escalate in the future, or of what effects the
measures adopted or that may be adopted in the
future by the Government to control inflation may
have.

In the past, inflation has materially undermined the
Argentine economy and Argentina’s ability to create
conditions that would permit growth. High inflation

may also (i) undermine the competitiveness of
Argentina’s manufacturing and service industries
producing, inter alia, an increase in unemployment
levels and (ii) negatively impact the country’s long-
term credit markets. There can be no assurance that
inflation rates will not continue to escalate in the
future or that the measures adopted or that may
be adopted by the Argentine government to control
inflation will be effective or successful. Inflation
remains a challenge for Argentina. Significant
inflation could have a material adverse effect on
Argentina’s economy and in turn could increase
our costs of operation, in particular labor costs and
access to financing, and may negatively impact our
financial condition and results of operations.

b. Foreign Exchange Controls,
Devaluation and Central Bank Depletion
During the second half of 2011 and in 2012, the
increased controls on
Argentine government
the incurrence of foreign currency-denominated
indebtedness, and the sale and acquisition
of foreign currency by local residents. New
regulations issued in 2012 subject foreign exchange
transactions to prior approval by Argentine tax
authorities. Formal and informal foreign exchange
controls continued throughout 2013 and remain
in place. Although in 2014 individuals who could
evidence ‘economic capacity’ as determined by the
Argentine tax authorities were allowed to access
the official foreign exchange market to acquire
foreign currency primarily for savings, since the
enhancement of exchange controls in November
2011 the introduction of government measures
have practically closed the foreign exchange
market to retail transactions. It is widely reported
that the peso/U.S. dollar exchange rate in the
unofficial market and in neighboring markets where
the peso is traded differs substantially from the
official foreign exchange.

During 2013, the Argentine peso devalued from
Ps.4.92 per U.S. dollar as of December 31, 2012 to
Ps.6.52 per U.S. dollar as of December 31, 2013.
In early 2014 the devaluation of the Argentine
peso accelerated. In the week of January 20 to
January 24, the official peso/U.S. dollar exchange
rate went from Ps.6.83 per U.S. dollar to Ps.8.00.
In the following months, devaluation continued
albeit at a slower pace, while regulatory and de
facto restrictions on access to the official foreign
exchange market to pay for imports of goods and
services remained in place. As of December 31,
2014, the official peso/U.S. dollar exchange rate
was Ps.8.55 per U.S. dollar.

RISK FACTORS

Government intervention in the foreign currency
market to sustain the value of the Argentine
peso, increased energy imports and the decline
in the international price of gold have resulted in
a progressive depletion of Central Bank reserves.
In 2013, Central Bank reserves decreased by
approximately 29.3% from USD43,290 million
as of December 31, 2012 to USD30,600 million
as of December 31, 2012. In 2014, Central Bank
reserves increased slightly, by 2.6% to USD31,408
million as of December 31, 2014, reportedly due to
the assistance of the People’s Republic of China,
implemented through a currency swap program
agreement with the Bank of China. Additional
exchange controls could have a negative effect
on the economy and on private sector companies,
including our business. Furthermore, in such event,
the imposition of future restrictions on the transfers
of funds abroad may impede the transfer of foreign
currency on account of dividends to GDS holders.

c. International Trade Restrictions
In 2012, the Argentine government introduced a
procedure pursuant to which local authorities must
pre-approve the import of products and services to
Argentina as a pre-condition to permit such import
and the consequent access to the foreign exchange
market for the payment of the imported products or
services.

On August 22, the World Trade Organization
(“WTO”)
issued a Panel Report relating to
complaints brought by the United States, the
European Union and Japan, where it concluded
that such import pre-approval requirements were
inconsistent with the 1994 General Agreement on
Tariffs and Trade (“GATT 1994”) and recommended
that the Dispute Settlement Body request Argentina
to bring the inconsistent measures into conformity
with its obligations under the GATT 1994. Argentina
appealed the Panel Report on September 26,
2014. On January 15, 2015, the WTO Appellate
Body issued its report in the case “Argentina -
Measures Affecting the Importation of Goods”
upholding the Panel Report’s main conclusions and
recommendations.

Repeated complaints from various countries against
import restrictions implemented by Argentina,
suspension of export preferences or retaliations
by trading partners may have an adverse effect on
Argentine exports, affect the trade balance and,
consequently, adversely impact Argentina’s economy.

Additionally, increased government control over
foreign trade has resulted in a shortage of inputs

and spare parts and in production disruptions. The
continuation of these shortages may affect the
growth of the economy and, consequently, could
affect our business, financial condition and results
of operations.

d. Other forms of government intervention
interventions and other direct
Expropriations,
involvement by the Argentine government in the
economy have had an adverse impact on the level
of foreign investment in Argentina, the access
of Argentine companies to the international
capital markets and Argentina’s commercial and
diplomatic relations with other countries. The level
of government intervention in the economy may
continue or increase, which may adversely affect
Argentina’s economy in the medium and long term
and, in turn, our business, results of operations and
financial condition.

e. Sovereign litigation
Litigation, as well as claims filed Argentine
sovereign debt bondholders and foreign investors
with the International Centre for Settlement of
Investment Disputes (ICSID) and United Nations
Commission on International Trade Law (UNCITRAL)
against the Argentine government, have resulted in
material judgments and may result in new material
judgments against the government, and could
result in attachments of or injunctions relating to
assets of Argentina that the government intended
for other uses.

On November 21, 2012, the United States District
Court for the Southern District of New York ordered
Argentina to pay USD1.33 billion to certain holdout
bondholders and curtailing Argentina’s ability to pay
certain other external indebtedness for so long as
payment of the holdout bondholders was pending.
Argentina appealed the District Court’s November
21 order and requested a stay, which was granted
by the Second Circuit Court of Appeals. On March
19, 2013, Argentina submitted a proposed payment
plan for holdout bondholders, which was rejected
by plaintiffs on April 19, 2013. On August 30, 2013,
the Second Circuit Court of Appeals affirmed the
District Court’s November 21, 2012 order, but stayed
its decision pending an appeal to the Supreme
Court of the United States.

On June 16, 2014, the U.S. Supreme Court denied
Argentina’s certiorari petition of the Second Circuit
Court of Appeals’ ruling affirming the Southern
District Court judgment of November 21, 2012.
Consequently, Argentina was required to pay 100%
of the amounts due to plaintiffs whenever it made

its next payment to restructured bondholders. Upon
rejection of Argentina’s appeal to the Supreme
Court, on June 18, 2014, the United States Court of
Appeals for the Second Circuit lifted its stay of the
District Court’s order. On June 23, 2014, Argentina
requested the District Court for a new stay to allow
for a reasonable period of negotiations to settle the
dispute with plaintiffs.

On June 26, 2014, Argentina deposited the amounts
due to holders of restructured debt in accounts
of the trustee –The Bank of New York Mellon
(“BONY”)– in the Central Bank of Argentina. On
that same date, Judge Griesa of the District Court
rejected the request for a stay made by Argentina
on June 23, 2014.

On June 27, 2014, Judge Griesa ruled that the
aforementioned funds should not be delivered to
the holders of restructured debt in the absence of
a prior agreement with the holdouts. As of the date
of this annual report, the parties have not arrived at
an agreement and BONY has invoked the decision
of the District Court judge to freeze the funds
deposited by Argentina. Argentina asserted that it
had complied with its obligation to the holders of
the restructured bonds by making the initial deposit,
and that the indenture trustee had the obligation to
deliver those funds to their beneficiaries.

On September 11, 2014, the Argentine Congress
passed Law No. 26,984, which provides for various
mechanisms to pay the holders of the restructured
bonds. Among other things, the new law authorized
the replacement of BONY as trustee and provided
for a voluntary exchange of the restructured bonds
for new bonds that would have identical financial
terms but be governed by Argentine law and
subject to Argentine jurisdiction.

On September 29, 2014, the District Court judge
declared Argentina in contempt of court but did
not impose sanctions on the country. On October
3, 2014, the District Court judge ordered Argentina
to reinstate BONY, remove the newly appointed
trustee –Nación Fideicomisos– and resolve the
dispute with the holdout plaintiffs.

On October 22, 2014, the Second Circuit Court of
Appeals dismissed Argentina’s appeal with respect
to the freezing of the funds deposited with BONY for
lack of jurisdiction. On October 28, 2014, the District
Court judge rejected a motion filed by plaintiffs to
attach the funds deposited by Argentina and frozen
at BONY.

At Citibank’s request, the District Court judge has
authorized the payment of US dollar denominated
bonds governed by Argentine law to the extent that
payments have become due, deferring a definitive
decision on this question. The District Court judge
has set a new hearing for March 3, 2015, on the
matter. On March 12, 2015, Judge Griesa rejected
Citibank’s request to make interest payments on US
dollar denominated bonds governed by Argentine
law, due on March 30, 2015.

As of the date hereof, litigation initiated by
bondholders seeking payments from Argentina
continues in the United States and in courts in other
jurisdictions. As a result, the Argentine government
may not have all the necessary financial resources
to honor its obligations, implement reforms and
foster growth. The lack of access to financial
markets could have a material adverse effect on the
country’s economy, and consequently, our business,
financial condition and results of operations.

f. Government expenditure
During the last few years, the Argentine government
has substantially increased public expenditure.
The Argentine government has sourced part of its
funding requirements from the Central Bank and the
National Social Security Administration (“ANSES”).
For 2012, the government reported the first fiscal
deficit since 2009. That trend continued in 2013, with
the country’s primary deficit more than doubling to
approximately Ps.82.2 billion (approximately 2.4%
of INDEC nominal GDP), without taking into account
transfers from ANSES and the Central Bank. In
2014, the country registered a primary deficit of
approximately Ps.159.7 billion (approximately 3.7%
of INDEC nominal GDP), its highest level since 2002.
We cannot assure you that the government will not
seek to finance its deficit by gaining access to the
liquidity available in the local financial institutions.

On March 22, 2012, the Argentine Congress passed
Law No. 26,739, which amended the charter of
the Central Bank and Law No. 23,298. Law No.
26,739 amends the objectives of the Central Bank
(established in its charter) and removes certain
provisions previously in force. As amended, the
Central Bank Charter provides that reserves may be
made available to the government for the repayment
of debt or to finance public expenses. This use of
Central Bank reserves for expanded purposes may
render Argentina more vulnerable to external shocks,
affecting the country’s capacity to overcome the
effects of an external crisis, and fuel inflation as
the amount of pesos in circulation increases while
reserves decrease. In addition, Law No. 26,739

RISK FACTORS

amends the criteria for compliance with the minimum
cash requirement for banks. This amendment could
affect financial institutions by forcing them to
increase liquidity, with a potential adverse impact
on credit supply, and therefore on the growth of the
Argentine economy and on our business.

Legislation and Regulation
of the Media Industry

In Argentina, the legal system, including the
Constitution, protects the independence of the free
press. As a media company, we are vigilant as to
the attempts to curtail freedom of speech and the
free press that might arise and widely cooperate
with journalistic associations and other NGOs
that advocate for the protection of these and other
fundamental constitutional rights.

Since 2009 the government has conducted an overt
policy designed to restrict the activities of the
free press. During 2013 and 2014 private media in
general and Grupo Clarín in particular continued to
face an escalating level of harassment, involving
the use of official and para-official means and
resources with the clear intention of damaging
the private media’s reputation and directly and
indirectly limiting its journalistic activities.

a. Audiovisual Communication Services Law
In October 2009, the Argentine Congress passed
a new Audiovisual Communication Services
Law
legal
(“LSCA”) to replace the general
framework under which the audiovisual media
industry operated in Argentina for approximately
three decades. We and others challenged the

RISK FACTORS

new LSCA on several grounds, including its
encroachment upon constitutional rights, the
broad and discretionary powers over media
and content granted to the Executive Branch,
for favoring state-owned and sponsored media
and affecting the sustainability of privately-
owned media, promoting the elimination of
independent signals and enabling a pervasive
and questionable censorship system anchored
upon the discretionary power to grant licenses
and the application of penalties, among other
controversial aspects.

On October 29, 2013, the Argentine Supreme Court,
in a split decision, upheld the constitutionality of
the LSCA in re “Grupo Clarín S.A. and others v.
National Executive Branch and others re/ Merely
declarative Action”. The Company believes that
the Sections of the LSCA it had challenged in
that litigation not only contradict principles of the
Argentine National Constitution, but also those of
the American Convention on Human Rights (Pact
of San José de Costa Rica), as well as recent
precedents of the Inter-American Commission
on Human Rights, the Inter-American Court of
Human Rights and the Special Rapporteurship
for Freedom of Expression of the Organization
of American States. The Company will analyze
bringing an appeal before international courts to
challenge those sections that entail an indirect
act of censorship, silence and discriminate critical
media, and violate acquired rights. In addition,
as provided in the Court’s ruling, the Company
will continue to litigate in local courts all the
aspects related to the arbitrary and selective

application of the law by the national government.

On October 31, 2013, the Company and some of
its subsidiaries were served with Resolution No.
2276/2012 of the LSCA Federal Enforcement
Authority (“AFSCA”), providing for an ex officio
proceeding force compliance by the Company and
some of its subsidiaries with the requirements
and limitations of the LSCA by dispossessing
the Company of certain licenses, among other
measures.

Faced with the de facto proceedings that sought to
dispossess the Company of its licenses and assets
through an ex officio procedure, on November 4,
2013, the Company submitted to AFSCA and the
Supreme Court of Argentina a proposal pursuant
to section 161 of the LSCA, which was approved
by Grupo Clarín’s Board of Directors on November
3, 2013, in an attempt to avoid the forced
divestiture of its assets by AFSCA. Shortly after
receipt of the proposal, AFSCA issued Resolution
No. 1471/2013, whereby it suspended the ex
officio transfer procedure.

The proposal included the necessary disclaimers
to safeguard the rights of the Company, including
without limitation, the right to bring a claim for
economic damages caused to the Company and its
subsidiaries as a consequence of their adjustment
to conform to the LSCA; the right to challenge
the conformity of Sections 41, 45, 48 and 161 of
the LSCA to international conventions before the
Inter-American Commission on Human Rights, the
Inter-American Court of Human Rights and other

competent International Courts; and the right
to challenge judicially the current composition
of AFSCA for not conforming to the provisions
of the LSCA and for not being a technical and
independent agency protected against undue
interferences from the State.

The proposal submitted by the Company consisted
in its reorganization into six independent business
units, each of which would individually comply
with the requirements of the LSCA, according to
the following detail:

• Unit I: Would include (a) ARTEAR, owner of the
signal of Canal 13 of Buenos Aires and the news
signal TN (Todo Noticias). ARTEAR would also
maintain its interest in (i) Telecor, holder of the
license of Canal 12 of Córdoba and (ii) Bariloche
TV, holder of the license of Canal 6 of Bariloche;
(b) Radio Mitre, which would maintain the
frequencies AM 790 and FM 100 in Buenos Aires,
AM 810 and FM 102.9 in Córdoba, and FM 100.3 in
Mendoza; and (c) certain assets, liabilities, rights
and obligations to be spun off from Cablevisión,
which would include 24 local licenses for physical
link subscription television services in cities where
there is no incompatibility with broadcast TV,
and 2 licenses for radio-electric link subscription
television services.

•Unit II: Would comprise the surviving Cablevisión,
which would continue to carry out the business
activities and operations of Cablevisión with all
the assets, liabilities, rights and obligations that
are not spun off from Cablevisión. Unit II would
hold 24 licenses for physical link subscription
television services and 10 licenses for radio-
electric
link subscription television services,
including the signal Metro, which is also the
local signal of the license exploited in the city of
Buenos Aires.

•Unit III: Would include certain assets, rights
and obligations to be spun off from Cablevisión,
including 22 licenses for physical link subscription
television services and 10 licenses for radio-
electric link subscription television services.

•Unit IV: Would include (a) IESA, owner of the
signals TyC Sports and TyC Max; (b) the signals El
13 Satelital, Magazine, Volver, Quiero Música en
mi Idioma and (c) an equity interest in Canal Rural
S.A., owner of the signal Canal Rural.

•Unit V: Would consist of (a) one sound frequency
modulation broadcasting service for the city of

San Miguel de Tucumán - FM 99.5, (b) one sound
frequency modulation broadcasting service for the
city of San Carlos de Bariloche - FM 92.1, (c) one
sound frequency modulation broadcasting service
for the city of Santa Fe - FM 99.3, (d) one sound
frequency modulation broadcasting service for the
city of Bahía Blanca - FM 96.5 and (e) one sound
frequency modulation broadcasting service for the
city of San Carlos de Bariloche - FM 103.1, owned
by Bariloche TV.

•Unit VI: Would hold one broadcast television
license for the city of Bahía Blanca, province of
Buenos Aires –LU81 TV Canal 7– and an equity
interest in Cuyo Televisión S.A., holder of one
broadcast television license in Mendoza –LV83 TV
Canal 9 Mendoza.

Units I and II would continue to be structured under
publicly traded holding companies with different,
independent controlling shareholders. Holders
of Class B shares and Global Depositary Shares
of Grupo Clarín S.A. –which would maintain
ownership of Unit I– would additionally receive
a pro rata number of Class B shares or Global
Depositary Shares of a new holding company,
Cablevisión Holding S.A., which would own Unit
II. Units III, IV, V and VI would be divested to
independent third parties.

The proposal required the approval of AFSCA, the
intervention of other governmental and oversight
agencies and the approval of the shareholders at the
respective Shareholders’ Meetings in order to carry
out the restructuring and the transfer of licenses,
assets, liabilities and operations to third parties. On
February 18, 2014, AFSCA declared the admissibility
of said proposal and granted the Company a term
of 180 calendar days for its implementation. On
February 18, 2014, the Company's Board of Directors
decided to call an Extraordinary Shareholders’
Meeting to be held on March 20, 2014, in order
to consider AFSCA Resolution No. 193/2014
and to instruct the Board of Directors to begin
implementation of the proposal.

On August 19, 2014, the Company, ARTEAR,
Radio Mitre and Cablevisión informed AFSCA of
their completion of all actions necessary on their
side to implement the proposal, under the terms
of Resolution No. 193/2014. The entities also
requested that AFSCA consider the explanations
provided in response to AFSCA’s previous
observations, and compel the other intervening
authorities to take the necessary action to enable
the final completion of the proposal.

RISK FACTORS

AFSCA
issued new, additional requests and
requirements, which were all duly and timely
responded by the Company. On October 9,
2014, AFSCA notified the Company, ARTEAR,
Radio Mitre and Cablevisión of the issuance of
Resolution No. 1121/2014, whereby that agency
decided to (i) reject the reorganization proposed
by the Company, the reorganization proposed
by Cablevisión, the formation of the foreign
trusts required for the implementation of such
reorganizations and the transfers proposed by the
Company, ARTEAR, Radio Mitre and Cablevisión
and to resume the ex officio transfer procedures.

and Other v. National Government on Incidental
Procedure” for the application of Law No. 26,522;
and, (iii) order the National Government to carry
out each and every act required to implement
the proposal submitted by the claimants that
were identified in the Proposal. As of the date of
these financial statements, the Company and its
legal advisors cannot provide assurance about
the effects that this situation may have on the
Company and its Proposal. Notwithstanding the
foregoing, the Task Force Created to Implement
the Proposal continues to carry out the actions
required to implement the Proposal as filed.

On October 31, 2014, the Federal Civil and
Commercial Court No. 1 granted an interim injunction
whereby it ordered the Argentine government and
AFSCA to “abstain from performing, directly or
through third parties, any action in connection with
the ex officio transfer procedure.” On December 9,
2014, the court confirmed the injunction for a term
of six months, all subject to a bond of Ps.1,000,000,
which was timely posted. Chamber No. 1 of the
National Court of Appeals on Federal Civil and
injunction
Commercial Matters confirmed the
issued by the first instance judge. Accordingly, the
implementation of the proposal or the application
of the ex officio divestiture procedure are again
subject to litigation, with an uncertain result.

Given AFSCA’s arbitrary and discriminatory
decisions, on March 5, 2015, the Company
broadened the scope of the claim filed in re
“GRUPO CLARÍN v. NATIONAL GOVERNMENT
on Incidental Procedure” (File 7,263/2012)”, and
requested the judge to: (i) declare that AFSCA’s
enforcement of Sections 45, 48 and 161 of the
LSCA on the claimants through AFSCA Resolution
No. 1,121/14 is unconstitutional and infringes the
right to freedom of the press, property, equality
before the law, due process, defense in court and
the principle of reasonableness with which those
powers must necessarily be exercised, and that,
if necessary, each and every resolution related to
this unconstitutional enforcement, in particular
AFSCA Resolution No. 1,121/14, is illegitimate
and null and void; (ii) order claimants to comply
with the legitimate legal obligation to conform
to the LSCA, voluntarily applying the criteria
adopted by AFSCA on other proposals and to order
AFSCA to refrain from discriminating against the
claimants in the consideration of their proposal
to conform to the license regime provided under
Section 45 of Law No. 26,522 and to comply
with the conditions established in Recital 74 of
the Supreme Court’s decision in re “Grupo Clarín

Even if the proposal submitted by the Company and
its affiliates is finally approved, its implementation
may entail a strong reduction of the Company’s
operating income and its profitability in the Cable
Television and Internet Access segment and/or
a strong reduction of its operating income and
profitability of the Broadcasting and Programming
segment, depending on the choices made by the
Company. The above-mentioned considerations
and the limits to the growth of Grupo Clarín
imposed by the LSCA, inconsistent with world
trends and in breach of legitimately acquired
property rights, will have an impact on the equity
value of Grupo Clarín.

Potential changes in the implementation of
the proposal, additional limitations to those
contemplated thereunder and/or a forced
divestiture process may give rise to different
results and, eventually, adverse consequences.
As of the date of these financial statements the
Company cannot provide assurance about the
results of that process.

The decision rendered by the Supreme Court of
Argentina on October 29, 2013, expressly states
the claimant companies’ right to claim economic
damages caused
its
subsidiaries as a consequence of the adjustment
to conform to the LSCA, and the Company has
expressly reserved its right to bring judicial
actions to claim for those damages.

the Company and

The situation described above generates
uncertainties about the business of the Company
and its subsidiaries that could materially affect
the recoverability of the Company’s relevant
assets, its business, results of operations and
financial condition.

-The use of public funds and media on a
discretionary basis to generate content and shows
that display political propaganda, while creating
hurdles and discriminating against certain media in
the access to public information;

-An aggressive campaign to destroy non-
partisan media by compromising their economic
sustainability and credibility;

-Abuse of bureaucratic controls or controls by public
agencies in the form of administrative persecutions,
groundless arbitrary resolutions, disproportionate
tax controls and recurring audits;

-Banning private companies from including their
advertising slots in independent media;

-Blockades to printing facilities to prevent the
distribution of certain newspapers and magazines;

-Government interference and regulation of the
newsprint industry, including a series of temporary
clauses, specifically and exclusively addressed to
our affiliate Papel Prensa, whereby Papel Prensa
is forced to make investments to meet the total
national newsprint demand –excluding from this
requirement the other existing company that
operates in the country with installed capacity to
produce newsprint;

We cannot assure that government action against
independent media and against the Company in
particular will not continue or intensify. Increased
government action against the Company could
materially affect our business, results of operations
and financial condition.

Capital Markets Regulations

On November 29, 2012, Congress passed Capital
Markets Law No. 26,831 (the “Capital Markets
Law”), which was enacted by the Executive on
December 27, 2012, published on December
28, 2012, and became effective on January 28,
2013. The Capital Markets Law provides for a
comprehensive amendment of the public offering
regime, previously governed by Law No. 17,811
and, among other things, enhances the National
Government’s oversight powers over publicly
traded companies.

On July 29, 2013, the National Government issued
Decree No. 1023/2013 to regulate partially the

b. New Telecommunication Services Law
On December 16, 2014, Congress passed Law No.
27,078 under the name “Digital Argentina Act”,
whereby Congress partially repealed the existing
National Telecommunications Law No. 19,798 and
subjected the effectiveness of Decree No. 764/00
(which had deregulated the telecommunications
market) to the issuance of four new regulations
relating to the License Regime, Interconnection,
Universal Services and Radioelectric Spectrum.

The new law maintains the single country-
wide license scheme and the independent
registration of the services to be rendered,
but telecommunication services are renamed
“Information and Communication Technologies”
(TIC). Notwithstanding their new denomination,
TIC licenses (now called “Digital Argentina Single
Licenses”) still cover all telecommunication
services, and the scope of the licenses granted
originally to the Company’s subsidiaries and
merged companies remains unaltered.

The most significant change to the former National
Telecommunications regime was the creation of
a new public service under the name “Public and
Strategic Infrastructure Use and Access Service for
and among Providers.” By characterizing this activity
as a public service, providers (including audiovisual
communication service providers) may be required
to grant other TIC service providers access to
network elements, related resources or services for
such other TIC service providers to render their own
services. Networks and infrastructure owners, such
as the Company and its subsidiaries, may be required
to grant network access to competitors that have not
made investments in their own infrastructure.

The regulations required to implement the new
Digital Argentina Act have not been issued.
Therefore, the Company cannot yet assess the
economic and operational impact of the creation
of this new public service. The new oversight

authority (AFTIC) that is to enforce the law has not
been created either, and therefore the Argentine
government has not yet taken any steps to
implement the new law.

Enforcement of
the Digital Argentina Act
(particularly taking into account how the Argentine
government has interpreted and applied other laws
that govern the Company’s business) could have a
material adverse effect on the Company’s business,
financial condition and results of operations.

c. Other government action relating
to the Company and the media industry
In addition to the government’s drive to implement
the LSCA, the Argentine government has also sought
to revoke the authorization granted unanimously
by the National Antitrust Commission in 2007 to
the transaction whereby the Company indirectly
acquired 60% of Cablevisión and Cablevisión
acquired all or part of the equity interests of certain
of our subsidiaries.

The Argentine government has also taken measures
to revoke the license under which Cablevisión
renders Internet services and to set the price of
its pay-television service according to a pricing
formula. Such measures, which we have challenged
in court, if upheld would materially adversely
affect our business. We have obtained preliminary
injunctions that have enjoined the government’s
action, and will continue to make every effort to
defend ourselves by taking all actions necessary to
safeguard our rights. However, we cannot assure
that such efforts ultimately will prove successful.

Other government or para-official actions against
the Company and media in general include:

-An exponential increase and discriminatory
allocation of official advertising used to create
and sustain pro-government media, as well as the
use of such advertising to condition the press;

RISK FACTORS

Capital Markets Law. Among other provisions, the
Decree regulates Section 20 of said Law, pursuant
to which the CNV may appoint an overseer with
veto rights over the decisions made by the boards
of directors of entities subject to the public
offering regime, or otherwise remove the boards
from such entities for up to 180 days until all
deficiencies found by the CNV are solved, without
prior judicial authorization or control. The Decree
also vests with the CNV the power to appoint
the administrators or co-administrators that will
hold office after a board of directors of an issuer
is removed. The Company is of the view that the
Decree amends the Law it seeks to regulate and,
therefore, is not a valid implementing regulation.

false and

On July 12, 2013, a few days prior to the issuance
of the Decree, the Company was served notice
of Resolution No. 17,131, dated July 11, 2013,
whereby the CNV declared that the administrative
effects of the decisions adopted at the Annual
Ordinary General Shareholders’ Meeting held on
April 25, 2013, were irregular and ineffective.
The CNV’s Resolution was based on allegations
irrelevant.
that were completely
These allegations, as well as the conduct of the
representatives of ANSES (a shareholder of the
Company) and of the CNV at the meeting, prompted
certain directors of the Company –and later the
Board itself– to press criminal charges against
ANSES and CNV representatives (Messrs. Reposo,
Kicillof, Moreno, Vanoli, Fardi and Helman) for
making false statements and arguments with the
sole intent of discrediting the Board of Directors
and caricature the Company’s management with
the ultimate purpose of creating pretexts to permit
an intervention of the Company without judicial
control, pursuant to the new powers vested on the
CNV by the Capital Markets Law.

The Company gave the CNV written notice that
what the events registered at the Shareholders'
Meeting could not be considered in any way as an
acknowledgment of the legitimacy of the powers
vested on the CNV by the Capital Markets Law, and
reserved its rights to file the pertinent legal actions
to challenge the constitutionality of that law.

On August 20, 2013, at the request of Mr. Rubén
Mario Szwarc, a shareholder of the Company,
the Company was served notice of the decision
rendered by Chamber A of the National Court of
Appeals on Commercial Matters, whereby that
Chamber decided, among other things, to enjoin
the enforcement of Section 20, subsection a),
second part, paragraphs I and II (or 1 and 2) of

the Capital Markets Law and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect to
Grupo Clarín S.A., until the courts decide on the
merits of Mr. Szwarc’s claim.

our current expectations affecting our growth.
Increased competition through new technological
developments may adversely affect our business
if our analysis of industry trends is not accurate or
if we are not able to adapt readily our operations.

On October 11, 2013, Chamber 5 of the National
Court of Appeals on Federal Administrative
Matters issued an injunction in re "Grupo Clarín
S.A. v. CNV - Resol. No. 17,131/13 (File 737/13)"
File No. 29,563/2013, suspending the effects of
Resolution No. 17,131/2013 until the courts reach
a decision on the merits. On November 11, 2014,
the same court extended the injunction for an
additional six months.

On March 21, 2014, the Company was served
notice of a claim filed by ANSES, seeking to
challenge and to render void the decisions adopted
at the Shareholders’ Meeting of the Company held
on April 25, 2013, and the decisions adopted by the
Board of Directors at its meeting of April 26, 2013.
As of December 31, 2014, the term for the Company
to respond to the claim was under suspension.

the Company

In spite of these judicial measures that have
afforded
temporary protection
against arbitrary and discriminatory action taken
by the Government against us as part of its long-
standing campaign, we cannot assure that these
injunctions and measures will remain in place,
that the courts will not uphold the constitutionality
of Section 20 of the Capital Markets Law, or that
the CNV will not attempt to apply that provision
against
removing
the Company, effectively
the Board of Directors for up to 180 days and
replacing it with CNV-appointed administrators or
co-administrators.

Direct intervention of our management by the
CNV could materially affect our business, results
of operations and financial condition.

Sector Development and Competition

The Company devotes significant resources to
analyzing emerging trends and has vast experience
and a solid track record in reading consumer
demands and successfully developing new products
and services, adapting its business model in time.

However, the media industry and certain maturing
markets to which our services are catered, are
dynamic and constantly undergo significant
developments at a pace that may differ from

Programming and Personnel

We may not be able to renew our rights to certain
programming and our results of operations may be
adversely affected by the loss of key personnel. In
addition, under the new LSCA and pursuant to our
proposal to conform to it, we may divest or cease
to broadcast certain signals.

The production of content is part of our strategy
and we dedicate significant resources to the
identification of market trends and new figures and
matters of public interest, to preserve the position
of leadership we have acquired in the market.

Liquidity and Funding

is denominated

We have financial debt outstanding, a significant
portion of which
in foreign
currency. Financial markets remain practically
closed for Argentine companies, and we must
rely primarily on our cash flow generation to
service our debt. While we have been able to
access the official foreign exchange market to
make debt payments to date, we cannot exclude
that a further tightening of foreign exchange
controls could adversely affect our ability to make
payments on our debt on a timely basis.

We have engaged in an active liability
management policy, and improved our debt to
free cashflow ratio to limit our need to access the
market as a means of repayment of our financial
obligations. However, the implementation of
our proposal to conform our operations to the
LSCA may require prepayment of certain of our
indebtedness. We cannot assure that we will be
able successfully to access the market in order to
prepay such indebtedness under terms that will
not affect our financial condition adversely.

Certain of our costs, including a significant portion
of our financial expenses, are dollar denominated.
Currency fluctuations, such as a considerable
devaluation of the Peso against the U.S. dollar are
likely to affect adversely the Argentine economy
and will impact negatively on our financial
condition.

BUSINESS
PROJECTIONS
AND PLANNING

As mentioned above and in light of the decision
rendered by the Supreme Court of Justice,
on November 3, 2013, the Board of Directors
approved a voluntary proposal to conform to the
LSCA that was filed with AFSCA on November 4,
2013, and declared formally admissible by that
agency on February 18, 2014.

The implementation of the proposal submitted by
the Company required the approval of AFSCA, the
intervention of other governmental and oversight
agencies and the approval of the shareholders at
the respective Shareholders' Meetings in order
to carry out the restructuring and the transfer of
licenses, assets, liabilities and operations to third
parties.

After approving the above-mentioned Proposal
at their respective Shareholders' Meetings,
the Company and its subsidiaries devoted
considerable effort to the implementation in due
time and form of the Proposal that had been
declared formally admissible by AFSCA. They also
made a filing with AFSCA in order to inform and
certify that they had duly completed all actions
required of those companies and necessary to
implement the Proposal in the terms in which it
had been approved pursuant to Resolution No.
193/AFSCA/2014.

reorganizations and

The Company understands that it has executed the
Proposal that was declared formally admissible
pursuant to Resolution No. 193, fully in accordance
with the commitment undertaken by the Company
and in compliance with the applicable regulatory
framework, and considers that Resolution No.
1,121/AFSCA/2014, whereby AFSCA rejected
the corporate
transfers
under the Proposal and ordered the initiation of
an ex officio divestiture procedure with respect
to the Company and its subsidiaries, is evidently
arbitrary and inappropriate and infringes the
constitutional guarantees of due process and
defense in court. The procedure to approve such
Resolution had serious irregularities and gross
and malicious errors relating to the interpretation
and application of effective legislation, inevitably
rendering such Resolution null and void. For those
reasons, the affected companies requested the
Resolution’s nullification before an administrative
court and will resort to all available judicial
remedies to have such Resolution declared null
and void in order to satisfactorily implement the
Proposal to which they have committed. In this
respect, it should be mentioned that the Ex Officio
Forced Divestiture Procedure has been suspended
by the court for a period of six (6) months.

BUSINESS PROJECTIONS AND PLANNING

Implementation of the Proposal that was declared
formally admissible will entail significant changes
to the Company's structure, generating an
uncertain scenario about the future development
of the business.

Implementation of this proposal may entail a
strong reduction of its operating income and its
profitability in the Cable Television and Internet
Access segment and/or a strong reduction of
its operating income and profitability of the
Broadcasting and Programming segment. The
above-mentioned considerations and the limits to
the growth of Grupo Clarín imposed by this law,
against world trends and against legitimately
acquired rights, will surely have an impact on
the potential value of Grupo Clarín. The process
required to implement the proposal and the
results generated as a consequence thereof will
depend on the outcome of the claims brought and/
or to be brought requesting the nullification of the
ex officio divestiture procedure ordered by AFSCA.

Potential changes in the implementation of the
Proposal that was declared formally admissible,
additional
limitations to those contemplated
thereunder and/or a forced divestiture process
may give rise to different results and, eventually,
adverse consequences. As of the date of these
financial statements and given the current
uncertainties regarding the effective evolution of
the conforming process of the Company and its
subsidiaries, the existing restrictions imposed by
the regulatory framework and the conditions in
which these processes will be effectively carried
out, the Company cannot provide assurance about
the results of that process.

It should be noted that the decision rendered by
the Supreme Court of Argentina on October 29,
2013, expressly states the claimant companies'
right to claim economic damages caused to the
Company and its subsidiaries as a consequence of
the adjustment to conform to the law. Accordingly,

under the proposal submitted to AFSCA on
November 4, 2013, the Company expressly
reserved its right to bring judicial actions to claim
for those damages.

In connection with the changes made to
the regulatory framework applicable to
telecommunication services, the implementing
regulations for Law No. 27,078 are still pending.
Therefore, the economic and operational impact
that the creation of this public service may have
on the subsidiaries that are within the scope of
this law cannot be ascertained. The government
has taken no action to apply the new law because
the AFTIC has yet to be organized.

However, the Company seeks to reinforce and
enhance its products and services through the
activities developed by Grupo Clarín and its
business units, preserving their quality and
fostering ongoing innovation. Grupo Clarín intends
to continue to focus on optimizing the productivity
and efficiency levels in all of its operating
areas, seeking to develop and to apply the best
practices related to each of these processes. At
a corporate level, activities will be focused on the
main processes that allow sustainable, healthy
and efficient growth from different perspectives:
financial structure, management control, business
strategy, human resources, innovation and
corporate social responsibility.

Grupo Clarín renews its sustained commitment
to regulatory compliance, while reinforcing
once again its commitment towards its readers,
audiences and the country. In its daily work,
Grupo Clarín seeks to assume with strength and
responsibility the role that the media are called to
play through independent journalism and through
the defense and promotion of universal and
fundamental rights, such as freedom of speech,
because these are pillars that extol the quality of
democracy and the welfare of Argentine society
as a whole.

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:40 PM Page 77

FINANCIAL
STATEMENTS AS
OF DECEMBER 31,
2014

Glossary of Selected Terms

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

79
80

SUPPLEMENTARY FINANCIAL INFORMATION 195

INDEPENDENT AUDITOR’S REPORT 200

PARENT COMPANY ONLY FINANCIAL STATEMENTS 203
204
Parent Company only Statement of Comprehensive Income

Parent Company only Balance Sheet

Parent Company only Statement of Changes in Equity

Parent Company only Statements of Cash Flows

Notes to the Parent Company only Financial Statements

Additional Information to the Notes to the Financial

Statements - Section No. 68 of the Regulations issued

by the Buenos Aires Stock Exchange and Section No. 12

Title IV Chapter III of General Resolution No. 622/13 of

205

206

208

210

the Argentine Securities Commission

294

INDEPENDENT AUDITOR’S REPORT 296

SUPERVISORY COMMITTEE’S REPORT 298

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:40 PM Page 78

ADIRA Association of Provincial Newspapers of the
Republic of Argentina
AEDBA Association of Newspaper Publishers of the City
of Buenos Aires
AFA Asociación del Fútbol Argentino (Argentine Football
Association)
AFIP Administración Federal de Ingresos Públicos
(Argentine Federal Revenue Service)
AFSCA Autoridad Federal de Servicios de Comunicación
Audiovisual (Audiovisual Communication Services Law
Federal Enforcement Authority)
AGEA Arte Gráfico Editorial Argentino S.A.
AGR Artes Gráficas Rioplatense S.A.
ANA Administración Nacional de Aduanas (National
Customs Administration)
APE Acuerdo preventivo extrajudicial (pre-packaged
insolvency plan)
ARPA Association of Argentine Private Broadcasters
ARTEAR Arte Radiotelevisivo Argentino S.A.
Auto Sports Auto Sports S.A.
Bariloche TV Bariloche TV S.A.
BCBA Bolsa de Comercio de Buenos Aires (Buenos Aires
Stock Exchange)
Cablevisión Cablevisión S.A.
Canal Rural Canal Rural Satelital S.A.
CER Coeficiente de Estabilización de Referencia
(Reference Stabilization Coefficient, a consumer price
inflation coefficient)
CIMECO Compañía Inversora en Medios de
Comunicación (CIMECO) S.A.
CLC Compañía Latinoamericana de Cable S.A.
CMD Compañía de Medios Digitales (CMD) S.A.
(former PRIMA Internacional)
CMI Comercializadora de Medios del Interior S.A.
CNDC Comisión Nacional de Defensa de la
Competencia (National Antitrust Commission)
CNV Comisión Nacional de Valores (Argentine
Securities Commission)
CPCECABA Consejo Profesional de Ciencias
Económicas de la Ciudad Autónoma de Buenos Aires
(Professional Council in Economic Sciences of the City
of Buenos Aires)
COMFER Comité Federal de Radiodifusión (Federal
Broadcasting Committee)
CSJN Supreme Court of Argentina
CUSPIDE Cúspide Libros S.A.
CVB CV B Holding S.A.
Dinero Mail Dinero Mail LLC
Adjusted EBITDA Revenues less cost of sales and selling
and administrative expenses (excluding depreciation and
amortization)
Editorial Atlántida Editorial Atlántida S.A.
FACPCE Federación Argentina de Consejos Profesionales
de Ciencias Económicas (Argentine Federation of
Professional Councils in Economic Sciences)
FADRA Fundación de Automovilismo Deportivo de la
República Argentina (Argentine Motor Racing
Foundation)
Fintech Fintech Advisory, Inc. together with its affiliates
GCGC GC Gestión Compartida S.A.
GCSA Investments GCSA Investments, LLC

GC Minor GC Minor S.A.
GC Services Grupo Clarín Services, LLC
GDS Global Depositary Shares
Grupo Carburando Carburando S.A.P.I.C.A.F.I., Mundo
Show S.A. and Mundo Show TV S.A.
Grupo Clarín, or the Company Grupo Clarín S.A.
Grupo Radio Noticias Grupo Radio Noticias S.R.L.
Holding Teledigital Holding Teledigital Cable S.A.
IASB International Accounting Standards Board
Ideas del Sur Ideas del Sur S.A.
IESA Inversora de Eventos S.A.
IFRIC International Financial Reporting Interpretations
Committee
IFRS International Financial Reporting Standards
IGJ Inspección General de Justicia (Argentine
Superintendency of Legal Entities)
Impripost Impripost Tecnologías S.A.
VAT Value Added Tax
La Razón Editorial La Razón S.A.
La Capital Cable La Capital Cable S.A.
Antitrust Law Law No. 25,156, as amended
Broadcasting Law Law No. 22,285 and its regulations
Audiovisual Communication Services Law Law No.
26,522 and its regulations
LSE London Stock Exchange
Multicanal Multicanal S.A.
IAS International Accounting Standards
NCP ARG Argentine Professional Accounting Standards,
except for Technical Resolutions No. 26 and 29 which
adopt IFRS.
OSA Oportunidades S.A.
Papel Prensa Papel Prensa S.A.I.C.F. y de M.
Patagonik Patagonik Film Group S.A.
Pol-Ka Pol-Ka Producciones S.A.
PRIMA Primera Red Interactiva de Medios Argentinos
(PRIMA) S.A.
PRIMA Internacional Primera Red Interactiva de Medios
Americanos (PRIMA) Internacional S.A. (now CMD)
Radio Mitre Radio Mitre S.A.
SCI Secretaría de Comercio Interior (Secretariat of
Domestic Trade)
SECOM Secretaría de Comunicaciones (Argentine
Secretariat of Communications)
SHOSA Southtel Holdings S.A.
SMC Secretaría de Medios de Comunicación (Media
Secretariat)
Supercanal Supercanal Holding S.A.
TATC Tres Arroyos Televisora Color S.A.
TCM TC Marketing S.A.
Telba Teledifusora Bahiense S.A.
Telecor Telecor S.A.C.I.
Teledigital Teledigital Cable S.A.
TFN Tribunal Fiscal de la Nación (National Tax Court)
Tinta Fresca Tinta Fresca Ediciones S.A.
TPO Televisora Privada del Oeste S.A.
TRISA Tele Red Imagen S.A.
TSC Televisión Satelital Codificada S.A.
TSMA Teledifusora San Miguel Arcángel S.A.
UNIR Unir S.A.
Vistone Vistone S.A.
VLG VLG Argentina, LLC

Glossary of
Selected Terms

Consolidated Financial
Statements as of
December 31, 2014
Presented on a
comparative basis

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:40 PM Page 79

Grupo Clarín S.A.

Consolidated Financial Statements
as of December 31, 2014
Presented on a comparative basis

In Argentine Pesos (Ps.) – Notes 2.1 and 2.12
to the consolidated financial statements and
Notes 2.1 and 2.8 to the parent company only
financial statements.

Registered office:
Piedras 1743,
Buenos Aires, Argentina

Main corporate business:
Investing and financing

Date of incorporation:
July 16, 1999

Date of registration with the
Public Registry of Commerce:
- Of the by-laws: August 30, 1999
- Of the latest amendment: October 10, 2007

Registration number with the IGJ:
1,669,733

Expiration of articles of incorporation:
August 29, 2098

Information on Parent company:
Name: GC Dominio S.A.
Registered office: Piedras 1743,
Buenos Aires, Argentina

Information on the subsidiaries in Note 2.4
to the consolidated financial statements
and Note 4.3 to the parent company only
financial statements.

Capital structure

Type

Class “A” Common shares, Ps.1 par value

Class “B” Common shares, Ps.1 par value

Class “C” Common shares, Ps.1 par value

Total as of December 31, 2014

Total as of December 31, 2013

Number of votes

Subscribed, registered

per share

and paid-in capital

75,980,304

186,281,411

25,156,869

287,418,584

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:40 PM Page 80

Consolidated
Statement of
Comprehensive
Income

For the years ended
December 31, 2014 and 2013
In Argentine Pesos (Ps.)

Notes

December 31, 2014

December 31, 2013

Continuing Operations

Revenues
Cost of Sales (1)
Subtotal - Gross Profit

Selling Expenses (1)
Administrative Expenses (1)
Other Income and Expense, net

Financial Costs

Other Financial Results, net

Equity in Earnings from Affiliates and Subsidiaries

Income before Income Tax and Tax on Assets

Income Tax and Tax on Assets

Income for the year from continuing operations

Discontinued Operations

Net Income from Discontinued Operations

6.1

6.2

6.3

6.6

6.4

6.5

5.4

19,616,226,117

(10,962,778,146)

8,653,447,971

(2,489,696,744)

(2,577,515,163)

2,604,278

(1,719,000,651)

(11,470,273)

39,801,910

1,898,171,328

(587,373,497)

1,310,797,831

14,100,214,284

(8,139,215,583)

5,960,998,701

(1,860,321,863)

(1,951,038,884)

69,534,390

(1,300,062,183)

(173,768,717)

99,483,386

844,824,830

(97,924,418)

746,900,412

34,663,833

53,765,362

Net Income for the Year

1,345,461,664

800,665,774

Other Comprehensive Income

Items which may be reclassified to net income

Variation in Translation Differences of Foreign Operations

from Continuing Operations

Other Comprehensive Income for the Year

359,868,325

312,065,021

Total Comprehensive Income for the Year

1,705,329,989

1,112,730,795

Profit Attributable to:

Shareholders of the Parent Company

Non-Controlling Interests

Total Comprehensive Income Attributable to:

Shareholders of the Parent Company

Non-Controlling Interests

Basic and Diluted Earnings per Share from

Continuing Operations

Basic and Diluted Earnings per Share from

Discontinued Operations

Basic and Diluted Earnings per Share - Total

(1) Includes amortization of intangible assets and film library,
and depreciation of property, plant and equipment in the amount
of Ps. 1,438,216,974 and Ps. 1,123,195,741 for the years ended
December 31, 2014 and 2013, respectively.

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

804,101,687

541,359,977

998,531,029

706,798,960

2.68

0.12

2.80

479,831,556

320,834,218

639,878,193

472,852,602

1.49

0.18

1.67

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:41 PM Page 81

Consolidated
Balance Sheet

As of December 31, 2014
and 2013
In Argentine Pesos (Ps.)

Notes

December 31, 2014

December 31, 2013

Assets
Non-Current Assets
Property, Plant and Equipment
Intangible Assets
Goodwill
Deferred Tax Assets
Investments in unconsolidated affiliates
Other Investments
Inventories
Other Assets
Other Receivables
Trade Receivables
Total Non-Current Assets

Current Assets
Inventories
Other Assets
Other Receivables
Trade Receivables
Other Investments
Cash and Banks
Total Current Assets

Assets held for sale
Total Assets

Equity (as per the corresponding statement)
Attributable to Shareholders of the Parent Company
Shareholders’ Contributions
Other items
Retained Earnings
Total Attributable to Shareholders of the Parent Company

Attributable to Non-Controlling Interests
Total Shareholders’ Equity

Liabilities
Non-Current Liabilities
Provisions and Other
Debt
Deferred Tax Liabilities
Taxes Payable
Other Liabilities
Trade Payables and Other
Total Non-Current Liabilities

Current Liabilities
Debt
Seller Financings
Taxes Payable
Other Liabilities
Trade Payables and Other
Total Current Liabilities
Total Liabilities

5.1
5.2
5.3
7
5.4
5.5
5.6
5.7
5.8
5.9

5.6
5.7
5.8
5.9
5.5
5.10

5.11
5.12
7
5.14
5.15
5.16

5.12
5.13
5.14
5.15
5.16

6,370,192,626
330,614,131
2,932,411,625
298,134,997
345,510,998
275,625,916
20,952,973
1,249,770
134,959,494
91,505,064
10,801,157,594

272,051,027
7,063,276
624,552,014
2,885,040,086
1,416,105,212
1,161,628,319
6,366,439,934

5,087,330,686
455,181,212
2,876,255,652
140,001,740
418,620,000
143,313,288
28,181,042
1,791,901
232,328,526
129,021,518
9,512,025,565

269,203,901
4,990,825
534,989,603
2,096,136,611
634,453,975
1,332,983,003
4,872,757,918

163,897,072
17,331,494,600

-
14,384,783,483

2,010,638,503
477,244,708
2,995,139,163
5,483,022,374

2,282,464,286
7,765,486,660

336,650,704
2,870,498,547
55,140,623
98,018,442
151,758,062
8,059,507
3,520,125,885

1,718,898,323
3,791,426
858,170,919
309,348,644
3,155,672,743
6,045,882,055
9,566,007,940

2,010,638,503
288,232,326
2,431,037,476
4,729,908,305

1,748,885,854
6,478,794,159

282,932,957
2,844,810,110
87,867,286
108,608,440
121,900,186
5,344,594
3,451,463,573

1,294,528,866
3,484,674
395,187,379
247,916,402
2,513,408,430
4,454,525,751
7,905,989,324

Total Equity and Liabilities

17,331,494,600

14,384,783,483

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

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:41 PM Page 82

Consolidated
Statement
of Changes in Equity

For the years ended
December 31, 2014 and 2013
In Argentine Pesos (Ps.)

Shareholders’ Contributions

Inflation

Adjustment on

Additional

Capital Stock

Paid-in Capital

Subtotal

Balances as of January 1st, 2013

287,418,584

309,885,253

1,413,334,666

2,010,638,503

Set-up of reserves

Dividends and Other Movements

of Non-Controlling Interest

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences

of Foreign Operations

Balances as of December 31, 2013

287,418,584

309,885,253

1,413,334,666

2,010,638,503

Set-up of Reserves (Note 14)

Dividends and Other Movements

of Non-Controlling Interest

Changes in Reserves for Acquisition

of Investments

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences

of Foreign Operations

Balances as of December 31, 2014

287,418,584

309,885,253

1,413,334,666

2,010,638,503

(1) Broken down as follows: (i) Optional reserve for future dividends
of Ps. 300,000,000; (ii) Judicial reserve for future dividend distribution
of Ps. 387,028,756, (iii) Optional reserve for illiquidity of results of
Ps. 694,371,899 and (iv) Optional reserve to provide financial aid to
subsidiaries and in connection with the Audiovisual Communication
Services Law of Ps. 690,176,054.

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

(

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:41 PM Page 83

160,046,637

283,025,052

194,429,342

Translation

of Foreign

Operations

Other items

Other

Reserves

122,978,415

5,207,274

Equity attributable to Shareholders of the Parent Company

Retained Earnings

Equity

Total Equity

Attributable to

Accumulated

of Controlling

Non-Controlling

Results

Interests

Total Equity

(1) Optional
reserves

1,381,400,655

481,152,598

4,090,030,112

1,374,568,933

5,464,599,045

457,094,968

(481,152,598)

479,831,556

(98,535,681)

320,834,218

(98,535,681)

800,665,774

Legal

Reserve

88,652,667

24,057,630

160,046,637

152,018,384

312,065,021

5,207,274

112,710,297

1,838,495,623

479,831,556

4,729,908,305

1,748,885,854

6,478,794,159

(5,416,960)

6,750,470

233,081,086

(239,831,556)

(240,000,000)

(173,220,528)

(413,220,528)

804,101,687

(5,416,960)

804,101,687

(5,416,960)

541,359,977

1,345,461,664

194,429,342

165,438,983

359,868,325

477,454,394

(209,686)

119,460,767

2,071,576,709

804,101,687

5,483,022,374

2,282,464,286

7,765,486,660

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:41 PM Page 84

Consolidated
Statement
of Cash Flows

For the years ended
December 31, 2014 and 2013
In Argentine Pesos (Ps.)

Cash provided by Operating Activities

Net Income for the Year

Income Tax and Tax on Assets

Accrued Interest, net

Adjustments to reconcile net income for the year

to cash provided by operating activities:

- Depreciation of Property, Plant and Equipment

- Amortization of Intangible Assets and Film Library

- Net of allowances

- Financial Income, except interest

- Equity in Earnings from Affiliates and Subsidiaries

- Other Income and Expense

- Net Income from Discontinued Operations

Changes in Assets and Liabilities:

- Trade Receivables

- Other Receivables

- Inventories

- Other Assets

- Trade Payables and Other

- Taxes Payable

- Other Liabilities

- Provisions

Income Tax and Tax on Assets Payments

December 31, 2014

December 31, 2013

1,345,461,664

800,665,774

587,373,497

469,801,668

97,924,418

297,590,512

1,267,793,590

170,423,384

308,764,438

915,593,121

(39,801,910)

(2,429,866)

(34,483,424)

(926,878,515)

115,199,363

(4,977,074)

(8,147,338)

644,320,118

(48,887,624)

76,702,934

(60,555,564)

(300,721,859)

957,009,293

166,186,448

226,185,010

902,497,887

(99,483,386)

(75,260,674)

(40,955,599)

(607,536,008)

(132,447,738)

59,694,755

2,338,777

457,050,294

56,794,037

36,393,075

(73,520,259)

(422,779,473)

Net Cash Flows provided by Operating Activities

4,474,550,603

2,608,347,143

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:41 PM Page 85

Cash provided by Investment Activities

- Acquisition of Property, Plant and Equipment, net

- Acquisition of Intangible Assets

- Acquisition of Subsidiaries, Net of Cash Acquired

- Proceeds from Sale of Property, Plant and Equipment

- Dividends collected

- Proceeds from Disposal of Long-Term Investments

- Certificates of Deposit

- Loans granted

- Collections of Interest

- Collections of Certificates of Deposit

December 31, 2014

December 31, 2013

(2,513,684,360)

(52,783,723)

(7,464,260)

8,084,997

37,832,586

(1,118,495,451)

2,330,092

556,677,572

(1,859,321,132)

(59,045,040)

(2,543,283)

5,966,286

99,063,267

71,244,000

(367,178,141)

(7,416,658)

12,399,593

68,527,243

Net Cash Flows used in Investment Activities

(3,087,502,547)

(2,038,303,865)

Cash provided by Financing Activities

- Loans

- Repayment of Loans and Issue Expenses

- Payment of Interest

- Partial prepayment of investments for the purchase

of Notes from Subsidiaries

- Collections (Settlement) on Derivatives

- Payment of Seller Financings

- Dividends Paid

- Setup of Reserve Account / Escrow Funds

- Payments to Non-Controlling Interests, net

Net Cash Flows used in Financing Activities

Financing Results generated

by Cash and Cash Equivalents

Net Increase in Cash Flow

Cash and Cash Equivalents at the Beginning of the Year

Effect of Decrease in Cash from Disposal

of Businesses for Sale

Cash and Cash Equivalents at Year-end

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

994,580,890

(1,684,417,657)

(513,545,301)

4,242,112

(240,000,000)

(11,428,239)

(172,501,105)

(1,623,069,300)

325,262,065

89,240,821

1,650,463,169

(22,320,350)

1,717,383,640

378,266,001

(422,677,466)

(306,870,173)

67,182,254

(4,680,000)

(1,607,441)

(16,523,702)

(105,952,368)

(412,862,895)

188,547,121

345,727,504

1,304,735,665

1,650,463,169

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:41 PM Page 86

Notes to the
Consolidated
Financial Statements

For the year ended
December 31, 2014
Presented on a comparative basis.
In Argentine Pesos (Ps.)

Note 1

General Information
Grupo Clarín is a holding company that
operates in the Media industry. Its operating
income and cash flows derive from the
operations of its subsidiaries in which it
participates directly or indirectly.

Its operations include cable television and
Internet access services, newspaper and other
printing, publishing and advertising activities,
broadcast television, radio operations and
television content production, on-line and new
media services, and other media related
activities. A substantial portion of its revenues
is generated in Argentina. Through its
subsidiaries, it is engaged primarily in the
following business segments:

− Cable Television and Internet Access,
consisting of the largest cable network in Latin
America in terms of subscribers, operated by
its subsidiary Cablevisión (surviving company
after its merger with Multicanal and Teledigital),
with operations in Argentina and neighboring
countries. This company also provides high-
speed Internet access under the brands Fibertel
and Flash.

− Printing and Publishing, consisting of
national and regional newspapers, a sports daily,
magazine publishing, editing and distribution,
and commercial printing. Diario Clarín, the
flagship national newspaper, is the newspaper
with the second largest circulation in the
Spanish-speaking world. The sports daily Olé is
the only newspaper of its kind in the Argentine
market. The newspaper La Razón is the first
ever free newspaper in Argentina. The children’s
magazine Genios is the children’s magazine with
the highest circulation in Argentina. AGR is its
printing company.

− Broadcasting and Programming, consisting
of Canal 13, one of the two broadcast television
stations with the highest audience share in
Argentina, AM (Amplitude Modulation) /FM
(Frequency Modulation) radio broadcast

stations (Radio Mitre and La 100), and the
production of television, film and radio
programming content, including cable television
signals and organization and broadcasting of
sporting events.

− Digital Content and Other, consisting mainly
of digital and Internet content, on-line classified
ads and horizontal portals as well as its
subsidiary GCGC, its shared service center.

Note 2

Basis for the preparation and presentation of

the consolidated financial statements

2.1 Basis for the preparation and transition to IFRS
Pursuant to General Resolution No. 562 issued
on December 29, 2009, entitled “Adoption
of International Financial Reporting Standards”
and General Resolution No. 576/10, the
CNV provided for the application of Technical
Resolutions No. 26 and 29 issued by the
Argentine Federation of Professional Councils
of Economic Sciences (FACPCE, for its Spanish
acronym). Since the Company is subject to
the public offering regime governed by Law No.
26,831, it is required to apply such standards
as from the year beginning January 1st, 2012.
The FACPCE issues Adoption Communications
for the enforcement of IASB resolutions in
Argentina.

These consolidated financial statements of
Grupo Clarín for the year ended December 31,
2014, presented on a comparative basis, have
been prepared in accordance with IFRS.
Certain additional matters were included as
required by the Argentine Business Associations
Law and/or CNV regulations, including the
supplementary information provided under the
last paragraph of Section 1, Chapter III, Title
IV of General Resolution No. 622/13. That
information is included in the Notes to these
consolidated financial statements, as provided
under IFRS and CNV rules.

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These consolidated financial statements have
been prepared based on historical cost except
for the valuation of financial instruments
(see Note 2.21). In general, the historical cost
is based on the fair value of the consideration
granted in exchange for the assets.

Certain figures reported in the financial
statements presented on a comparative basis
were reclassified in order to maintain the
consistency in the disclosure of the figures
corresponding to this year.

The attached consolidated information,
approved by the Board of Directors in the
meeting held on March 10, 2015, is presented
in Argentine Pesos (Ps.), the Argentine legal
tender, and arises from accounting records
kept by Grupo Clarín S.A. and its subsidiaries.

2.2 Standards and Interpretations issued but not

adopted to date
The Company has not adopted IFRS or
revisions of IFRS issued as per the detail below,
since their application is not required for the
year ended December 31, 2014:

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

- IFRS 15 "Revenue from contracts with
customers": issued in May 2014 and applicable
to fiscal years beginning on or after January 1,
2017. This standard specifies how and when
revenue will be recognized, as well as the
additional information to be disclosed by the
Company in the financial statements. It provides
a single, principles based five-step model to be
applied to all contracts with customers.

2.3 Standards and Interpretations issued and

adopted to date
- IFRIC 21 Levies: The interpretation
establishes how to account for liabilities to pay
levies when those liabilities are within the scope
of IAS 37 “Provisions, Contingent Liabilities
and Contingent Assets” and when they do not
arise from income taxes (IAS 12) or from fines
or other penalties imposed for breach of tax
legislation. The interpretation clarifies what
is the obligating event that triggers the
obligation to pay the levy and when an entity
should recognize that obligation. This standard
is applicable to years beginning on or after
January 1, 2014. This standard did not have an
impact on the Company’s financial statements.

2.4 Basis for Consolidation
These consolidated financial statements
incorporate the financial statements of the
Company and of the subsidiaries and joint
ventures (“Interests in Joint Operations”,
Note 2.7) controlled by the Company. Control
is presumed to exist when the Company has a
right to variable returns from its interest in
a subsidiary and has the ability to affect those
returns through its power over the subsidiary.
This power is presumed to exist when
evidenced by the votes, be it that the Company
has the majority of voting rights or potential
rights currently exercised. The subsidiaries are
consolidated from the date on which the
Company assumes control over them and are
excluded from consolidation on the date
control ceases. Additionally, these consolidated
financial statements incorporate the companies
mentioned in 2.4.1.

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

Below is a detail of the most relevant
consolidated subsidiaries, together with the
interest percentages held directly or indirectly
in each subsidiary’s capital stock and votes,
as of each date indicated below:

GC balance INGLES 2014 21_09sinfirmas_Layout 1 9/29/15 5:41 PM Page 88

Companies

Cablevisión (1)
PRIMA

AGEA

AGR

CIMECO
ARTEAR (2)
Pol-Ka
IESA (3)
Radio Mitre

GCGC

CMD

GC Services

GCSA Investments

(1) Includes Multicanal and Teledigital, which were
merged into Cablevisión effective as of October 1, 2008.
(2) Interest in votes amounts to 99.7%.
(3) See Note 13.

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

2.4.1 Consolidation of Structured Entities
The Company, through one of its subsidiaries,
has executed certain agreements with other
companies, for the purposes of rendering
on behalf of and by order of such companies
certain selling and installation services,
collections, administration of subscribers,
marketing and technical assistance, financial
and general business advising, with respect
to cable television and Internet access services
in Uruguay. In accordance with IFRS 10
“Consolidated Financial Statements”,
these consolidated financial statements include
the assets, liabilities and results of these
companies. Since the Company does not hold
an interest in these companies, the offsetting
entry of the net effect of the consolidation
of the assets, liabilities and results of these
companies is disclosed in the items "Equity
attributable to non-controlling interests" and
"Net Income attributable to non-controlling
interests", as required by IFRS.

Direct or Indirect Interest in the

Capital Stock and Votes (%)

December 31, 2014

December 31, 2013

60.0%

100.0%

99.2%

54.6%

100.0%

59.9%

100.0%

99.2%

54.6%

100.0%

2.4.2 Changes in the Company’s Interests in

Existing Subsidiaries
The changes in the Company’s interests in
subsidiaries that do not generate a loss of
control are recorded under equity. The book
value of the Company’s interests and non-
controlling interests is adjusted to reflect the
changes in the relative interest in the
subsidiary. Any difference between the amount
for which non-controlling interests were
adjusted and the fair value of the consideration
paid or received is directly recognized in
equity and attributed to the shareholders of
the parent company.

In case of loss of control, any residual interest
in the issuing company is measured at its
fair value at the date on which control was lost,
allocating the change in the recorded value
with an impact on net income. The fair value
is the initial amount recognized for such
investments for the purposes of its subsequent
valuation for the interest retained as associate,
joint operation or financial instrument.
Additionally any amount previously recognized
in Other Comprehensive Income regarding
such investments is recognized as if Grupo
Clarín had disposed of the related assets and
liabilities. Consequently, the amounts previously
recognized in Other Comprehensive Income
may be reclassified to net income.

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

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

The measurement period is the actual period
that begins on the acquisition date and ends
as soon as the Company receives all the
information it was seeking about facts and
circumstances that existed as of the acquisition
date. The measurement period cannot exceed
one year from the acquisition date. All other
changes in the fair value of the contingent
consideration classified as assets or liabilities,
outside the measurement period, are recognized
in net income.

Changes in the fair value of the contingent
consideration classified as equity are not
recognized.

In the case of business combinations achieved
in stages, the Company’s equity interest in the
company acquired is remeasured at fair value
at the acquisition date (i.e., the date on which
the Company acquired control) and the
resulting gain or loss, if any, is recognized as
income/expense or in other comprehensive
income, depending on the origin of the
variation. In the periods preceding the reporting
periods, the Company may have recognized in
other comprehensive income the changes in
the value of the interest in the capital stock of
the acquired company. In that case, the amount
recognized in other comprehensive income is
recognized on the same basis that would have
been required if the Company had directly
disposed of the previously-held equity interest.

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

Any excess of the acquisition cost (including
the interest previously held, if any, and the
non-controlling interest) over the net fair value
of the subsidiary’s or associate’s identifiable
assets, liabilities and contingent liabilities
measured at the acquisition date is recognized as
goodwill. Any excess of the net fair value of
the identifiable assets, liabilities and contingent
liabilities over the acquisition cost is
immediately recognized in net income.

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

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

2.6 Investment in Associates
An associate is an entity over which the
Company has significant influence, without
exerting control, generally accompanied by
equity holdings of between 20% and 50% of
voting rights.

The associates’ net income and the assets and
liabilities are disclosed in the consolidated
financial statements using the equity method,
except when the investment is classified as
held for sale, in which case it is accounted for
under IFRS 5 “Non-Current Assets Held
for Sale and Discontinued Operations”. Under
the equity method, the investment in an
associate is to be initially recorded at cost and
the book value will be increased or decreased
to recognize the investor’s share in the
comprehensive income for the year or in other
comprehensive income obtained by the
associate, after the acquisition date. The
distributions received from the associate will
reduce the book value of the investment.

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

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

Adjustments were made, where necessary, to
the associates’ financial statements so that their
accounting policies are consistent with those
used by the Company.

Investments in companies in which the
company does not have control or significant
influence have been valued at cost, as
established by IAS 39.

In the cases where non-controlling shareholders
hold put options whereby they may force the
Company to acquire shares of subsidiaries, and
the Company reasonably estimates that such put
options will be duly exercised, the Company
discloses the present value of the corresponding
future payments under Other Liabilities.

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

Joint venture arrangements that entail the
establishment of an independent entity in which
each company holds an interest are called
jointly controlled entities. The Company, in
accordance with IFRS 11 "Joint Arrangements”,
has applied the equity method to measure
its holding in the jointly controlled entity and
discloses its holdings in such entities under
Investment in unconsolidated affiliates.

In the cases of joint business arrangements
executed through Uniones Transitorias de
Empresas ("UTE"), considered joint operations
under IFRS 11, the Company recognizes
in its financial statements on a line-by-line basis
the assets, liabilities and net income subject
to joint control in proportion to its share in
such arrangements.

These consolidated financial statements
include the balances of the UTEs, among them,
Ertach S.A. – Prima S.A. Unión Transitoria
de Empresas, FEASA – S.A. La Nación Unión
Transitoria de Empresas and AGEA S.A. –
S.A. La Nación – UTE, in which the Company
and/or its subsidiaries hold an interest.

2.8 Goodwill
Goodwill arises from the acquisition of
subsidiaries and refers to the excess of the cost
of acquisition over the net fair value at the
date of acquisition of the identifiable assets
acquired and liabilities assumed. The Company
initially recognizes any non-controlling interest
as per its interest percentage in the amounts
recognized for the net identifiable assets of the
acquired company.

If, upon measurement at fair value, the
Company’s share in the fair value of net
identifiable assets of the acquired company
exceeds the amount of the consideration
transferred, the amount of any non-controlling
interest in such company and the fair value
of the acquirer’s previously held non-controlling
interest in the acquiree (if any), such excess
is immediately recognized in the statement of
comprehensive income as a gain arising from
a very advantageous acquisition.

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assets allocated to that unit, including goodwill,
the impairment loss is first allocated to reduce
the goodwill allocated to the unit and then
to the other assets of the unit, on a pro rata
basis, based on the valuation of each asset in
the unit. The impairment loss recognized
against the valuation of goodwill is not reversed
under any circumstance.

In case of a loss of control in the subsidiary,
the amount attributable to goodwill is included
in the calculation of the corresponding gain
or loss.

As mentioned in Notes 9.1 and 9.2, the
recoverability of certain goodwill could be
affected by the final outcome of the
circumstances described in such note.

2.9 Revenue Recognition
Revenues are recognized when the amount of
revenues may be reliably estimated, when future
economic benefits are likely to be obtained
by the Company, and when specific criteria are
met for each of Grupo Clarín’s activities, as
described below.

Revenues for each of the main business
segments identified by the Company are
recognized when the following conditions
are met:

- Cable Television and Internet Access
Sales of cable or Internet services subscriptions
are recognized as revenues for the period in
which the services are rendered. Revenues from
the installation of these services are accrued
over the average term during which clients
maintain their subscription to the service.

Advertising sales revenues are recognized in
the period in which advertising is published or
broadcast.

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

Revenues from the sale of assets are recognized
only when the risks and benefits arising
from the use of the disposed assets have been

transferred, the amount of revenues may be
fairly estimated, and the Company is likely to
obtain economic benefits (see Note 19).

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

- Printing and Publishing
Advertising sales are determined by the prices
achieved per single column centimeter and
the number of advertising centimeters sold in
the relevant period. Circulation sales include
the price received from the sale of newspapers,
magazines and other publications. Printing
services sales consist mainly of fees received
from the printing of magazines, books,
brochures and related products.

Advertising sales from newspapers and
magazines are recognized when advertising is
published. Revenues from the sale of newspaper
and magazines are recognized upon passing
control to the buyers.

The Company records the estimated impact
of returns, calculated based on historical trends,
as a deduction from revenues. Revenues from
printing services are recognized upon
completion of the services, delivery of the
related products and customer acceptance.

- Broadcasting and Programming
TV and radio advertising sales revenues are
recognized when advertising is broadcast.
Revenues from programming and distribution
of television content are recognized when the
programming services are provided.

2.10 Barter Transactions
The Company, through its subsidiaries, sells
a small portion of its advertising spaces in
exchange for goods or services received.
Revenues are recorded when the advertisement
is made, valued at the fair value of the
goods or services received, in the case of
goods and other services advertising barter
transactions, or delivered, in the case of
advertising-for-advertising barter transactions.
Goods or services are recorded at the time
goods are received or services are rendered.
The goods or services to be received in
consideration for the advertisements made
are recorded as Trade Receivables. The

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advertisements to be made in exchange for
the goods and services received are recorded as
Trade Payables and Other.

2.11 Leases
Leases are classified as financial leases when
the terms of the lease transfer to the lessee
substantially all the risks and benefits inherent
to the property. All other leases are classified
as operating leases.

The assets held under financial leases are
recognized at the lower of the fair value of
the Company’s leased assets at the beginning
of the lease term, or the present value of
the minimum lease payments. The liability
held with the lessor is included in the balance
sheet as an obligation under financial leases
recorded under Debt.

Lease payments are apportioned between
the finance charge and the reduction of the
liabilities under the lease so as to achieve a
constant interest rate on the outstanding
balance. The finance charge is expensed over
the lease term.

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

Rentals under operating leases are charged to
income on a straight line basis over the
corresponding lease term.

2.12 Foreign Currency and Functional Currency
The financial statements of each of the entities
consolidated by the Company are prepared
in the currency of the primary economic
environment in which the entity operates
(its functional currency). For the purposes of
the consolidated financial statements, the
net income and the financial position of each
entity are stated in Argentine Pesos (Argentina’s
legal tender for all companies domiciled in
Argentina), which is the Company’s functional
currency, and the reporting currency of
the consolidated financial statements. The
functional currency of the indirectly controlled
Uruguayan and Paraguayan companies, are the
Uruguayan Peso and the Guarani, respectively.

In preparing the financial statements of the
individual entities, the transactions in currencies
other than the entity’s functional currency
(foreign currency) are recorded at the exchange
rates prevailing on the dates on which
transactions are carried out. At the end of each
reporting year, the monetary items denominated
in foreign currency are retranslated at the
exchange rates prevailing on such date.

Exchange differences are charged to net income
as incurred.

In preparing the Company’s consolidated
financial statements, the assets and liabilities
balances of the entities which functional
currencies is not the Argentine Peso, stated in
their own functional currency (Uruguayan Peso
and Guarani) are translated to Argentine pesos
at the exchange rate prevailing at the end of
the year, while the net income is translated at
the exchange rate prevailing on the transaction
date. Translation differences are recognized
in other comprehensive income as “Variation in
Translation Differences of Foreign Operations”.

2.13 Financial Costs
Financial costs directly attributable to the
acquisition, construction or production of
assets that require a substantial period of time
to prepare for their intended use or sale
(“qualifying assets”), are capitalized as part of
the cost of these assets until they are ready
for their intended use or sale, according to IAS
23 ("Borrowing Costs").

The income, if any, on the temporary
investment of the specific borrowings incurred
to finance qualifying assets is deducted from
the financial costs to be capitalized.

All other financial costs are charged to net
income as incurred.

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

2.14.1 Current and Deferred Income Tax for the year
Current and deferred taxes are recognized as
expense or income for the year, except when
they are related to entries debited or credited to

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other comprehensive income or equity, in
which cases taxes are also recognized in other
comprehensive income or directly in equity,
respectively. In the case of a business
combination, the tax effect is taken into
consideration in the calculation of goodwill
or in the determination of the excess of
acquirer’s interest in the net fair value of the
acquiree’s identifiable assets, liabilities and
contingent liabilities over the cost of the
business combination.

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

2.14.3 Deferred Income Tax
Deferred tax is recognized on temporary
differences between the book value of the
assets and liabilities included in these financial
statements and the corresponding tax basis
used to determine taxable income. Deferred tax
liabilities are generally recognized for all
temporary fiscal differences. Deferred tax assets
are recognized for all deductible temporary
differences to the extent that it is likely that
future taxable income will be available against
which those deductible temporary differences
can be charged. These assets and liabilities
are not recognized if the temporary differences
arise from goodwill or from the initial
recognition (other than in a business
combination) of other assets and liabilities in
a transaction that affects neither the taxable
income nor the accounting income.

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

Deferred tax is recognized on temporary
differences arising from investments in foreign
subsidiaries.

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

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

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

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

The tax on assets balance has been capitalized
in these consolidated financial statements
for the amount estimated to be recoverable
within the statute of limitations, based on
the subsidiaries’ current business plans.

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2.15 Property, Plant and Equipment
Property, plant and equipment held for use in
the production or supply of goods and services,
or for administrative purposes, are recorded
at cost less accumulated depreciation and any
accumulated impairment loss.
Depreciation of property, plant and equipment
in use is recognized on a straight-line basis
over its estimated useful life.
The estimated useful life, residual value and
depreciation method are reviewed at each
year-end, with the effect of any changes in
estimates accounted for on a prospective
basis. Land is not depreciated.
Works in process are recorded at cost less any
recognized impairment loss. The cost includes
professional fees and, in the case of qualifying
assets, capitalized financial costs in accordance
with the Company’s accounting policy
(Note 2.13). Depreciation of these assets, as
well as in the case of other property, plant
and equipment, begins when the assets are
ready for their use.

Assets held under financial leases are depreciated
over the shorter of their estimated useful life,
which is equal to the rest of the other similar
assets, or over the lease term.

Repair and maintenance expenses are expensed
as incurred.

The gain or loss arising from the retirement
or disposal of an item of property, plant and
equipment is calculated as the difference
between income from the sale of the asset and
the asset’s book value, and recognized under
“Other Income and Expense, net” in the
statement of comprehensive income.

The residual value of an asset is written down
to its recoverable value, if the asset’s residual
value exceeds its estimated recoverable value
(see Note 2.17).

2.16 Intangible Assets
Intangible assets include trademarks and
patents, exclusivity agreements, licenses,
software and other rights, the purchase value
of the subscriber portfolio, projects in-progress
(mainly related to software development) and
other intangible assets. The accounting policies
regarding the recognition and measurement of
such intangible assets are described below.

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

Assets held under financial leases are depreciated
over the shorter of their estimated useful life,
which is equal to the rest of the other similar
assets, or over the lease term.

2.16.2 Intangible Assets Acquired in a Business

Combination
Intangible assets acquired in a business
combination are identified and recognized
separately regarding goodwill when they
meet the definition of intangible assets and
their fair value can be measured reliably.
Such intangible assets are recognized at fair
value at acquisition date.

After the initial recognition, intangible assets
acquired in a business combination are valued
at cost net of accumulated amortization and
impairment losses, with the same basis as
intangible assets acquired separately.

2.16.3 Internally Generated Intangible Assets
Internally generated intangible assets arising
from the development phase of an internal
project are recognized if certain conditions are
met, among them, technical feasibility to
complete the development of the intangible
asset and the intent to complete such
development.

The amount initially recognized for internally
generated intangible assets comprises all the
expenses incurred as from the moment all the
intangible assets meet the above-mentioned
recognition criteria. Where it is not possible to
recognize an internally generated intangible
asset, the development expenses are recognized
in the statement of comprehensive income in
the year in which they are incurred.

After the initial recognition, internally
developed intangible assets are valued at cost

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net of accumulated amortization and
impairment losses, with the same basis as
intangible assets acquired separately.

Such assets are included under software and
projects in-progress.

2.17 Impairment of Non-Financial Assets, Except

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

The recoverable value of an asset is the higher
of the fair value less selling expenses or its value
in use. In measuring value in use, estimated
future cash flows are discounted at their present
value using a pre-tax discount rate, which
reflects the current market assessments of the
time value of money and, if any, the risks
specific to the asset for which estimated future
cash flows have not been adjusted.

Assets with an indefinite useful life (for
example, non-financial assets unavailable for
use) are not amortized, but are tested for
impairment on an annual basis.

Non-financial assets, except for goodwill, for
which an impairment loss was recorded, are
reviewed at each closing date for a possible
reversal of the impairment loss.

2.18 Inventories
Inventories are valued at the lower of
acquisition cost and/or production cost
or the net realizable value. The cost is

determined under the weighted average
price method.

The production cost is determined under the
cost absorption method, which comprises
raw materials, labor and other costs directly
related to the production of goods. The net
realizable value represents the estimated selling
price in the ordinary course of business less
the estimated costs necessary to make such sale.

The criterion followed to expense each of these
inventory items is as follows:

− Film Rights (series, soap operas and films) and
programs purchased:
The cost of series, soap operas and programs
purchased to be shown on broadcast television
is mainly expensed against the cost of sales
on the exhibition date or upon expiration of
exhibition rights. Rights related to these
programs acquired in perpetuity, if any, are
amortized over their estimated useful life (eight
years, with a grace period of three years and
are subsequently amortized on a straight-line
basis over the next five years).

Films are expensed against the cost of sales on
a decreasing basis, based on the number of
showings granted by the respective rights or
upon expiration of exhibition rights.

Film rights acquired in perpetuity are amortized
over their estimated useful life (seven years,
with a grace period of four years. They are
subsequently amortized on a decreasing basis
over the next three years).

− In-house production programs and co-
productions:
The cost of in-house production programs
and co-productions is mainly expensed against
the cost of sales after broadcasting of the
chapter or program. Rights related to in-house
production programs and co-productions
acquired in perpetuity, if any, are amortized over
their estimated useful life (eight years, with a
grace period of three years and are subsequently
amortized on a straight-line basis over the next
five years).

− Events:
The cost of events is fully expensed against the
cost of sales at the time of broadcasting.

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The allowance for impairment is calculated
based on the recoverability analysis conducted
at the closing of each year. The values thus
obtained do not exceed their respective
recoverable values estimated at the closing of
each year.

2.19 Other Assets
The assets included in this item have been
valued at acquisition cost.

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

2.20 Provisions and Other
Provisions for Lawsuits and Contingencies and
the accrual for asset retirement are recognized
when the Company has a present obligation
(be it legal or constructive) as a result of a past
event, when it is likely that an outflow of
resources will be required to settle the obligation
and when the amount of the obligation can be
reliably estimated.

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

In estimating its obligations, the Company
has taken into consideration the opinion of its
legal advisors, if any.

2.21 Financial Instruments

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

2.21.1.1 Classification of Financial Assets
Financial assets are classified within the
following specific categories: “financial assets at
fair value with changes in net income”, “held-

to-maturity investments” and “loans and
receivables”. The classification depends on the
nature and purpose of the financial assets and
is determined on initial recognition.

2.21.1.2 Recognition and Measurement of Financial

Assets

2.21.1.2.1 Financial Assets at Fair Value with

Changes in Net Income
Financial assets at fair value with changes in net
income are recorded at fair value, recognizing
any gain or loss arising from the measurement
in the consolidated statement of comprehensive
income. The net gain or loss recognized in net
income includes any gain or loss generated by
the financial asset and is included in the item
financial income and cost in the consolidated
statement of comprehensive income.

The assets designated in this category are
classified as current assets if they are expected to
be traded within 12 months; otherwise, they
are classified as non-current assets.

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

2.21.1.2.2 Held-to-maturity Investments
Held-to-maturity investments are measured at
amortized cost using the effective interest rate
method less any impairment, if any.

The effective interest rate method calculates
the amortized cost of a financial asset or
liability and the allocation of financial income
or cost over the whole corresponding period.
The effective interest rate is the rate that exactly
discounts estimated future cash payments
or receipts over the expected life of the financial
instrument to the net book value of the financial
asset or liability on its initial recognition.

Balances in foreign currency were translated
at the exchange rate prevailing at the closing of
year for the settlement of these transactions.
Foreign exchange differences were charged to
net income for each year.

2.21.1.2.3 Loans and Receivables
Loans and trade receivables with fixed or
determinable payments not traded in an active
market are classified as “trade receivables and
other”. Trade receivables and other are initially

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measured at fair value, and subsequently
measured at amortized cost using the effective
interest rate method, less any impairment, if
any. Interest income is recognized using the
effective interest rate method, except for short-
term balances for which the recognition of
interest is not significant.

Loans and receivables are classified as current
assets, except for the maturities exceeding 12
months from the closing date.

Loans in foreign currency have been valued as
mentioned above, at the exchange rates
prevailing as of each year-end. Foreign exchange
differences were charged to net income for each
year.

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

The objective evidence of impairment may
include, among others, significant financial
difficulties of the issuer or obligor; or
breach of contractual terms, such as default or
delinquency in interest or principal payments.

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

Where there is objective evidence of an
impairment loss in the value of loans granted,

receivables or held-to-maturity investments
recorded at amortized cost, the loss amount
is measured as the difference between the book
value and the present value of estimated
future cash flows (without including future
non-incurred losses), discounted at the original
effective interest rate of the financial asset.
The asset’s book value is written down under
a contra asset account. The loss amount is
recognized in net income for the year.

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

2.21.1.4 Derecognition of Financial Assets
The Company derecognizes a financial asset
when the contractual rights to the cash
flows of such assets expire or when it transfers
the financial asset and, therefore, all the risks
and benefits inherent to the ownership of
the financial asset are transferred to another
entity. If the Company retains substantially
all the risks and benefits inherent to the
ownership of the transferred asset, it will
continue to recognize it and will recognize a
liability for the amounts received.

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

2.21.2.1 Debt
Debt is initially valued at fair value net of
the transaction costs incurred, and subsequently
valued at amortized cost using the effective
interest rate method. Any difference between
the initial value net of the transaction costs
and the settlement value is recognized in the
income statement over the term of the loan
using the effective interest rate method. Interest
expense has been allocated to “Financial Costs”
in the consolidated statement of comprehensive

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income, except for the portion allocated to
the cost of works under construction recorded
under “Property, Plant and Equipment”.

Debt maturing within the 12 months preceding
the closing date is classified as current and
those maturing within the 12 months following
the closing date are classified as non-current.

Loans in foreign currency have been valued as
mentioned above, at the exchange rates prevailing
as of each year-end. Foreign exchange differences
were charged to net income for each year.

2.21.2.2 Trade Payables and Other
Trade payables with fixed or determinable
payments not traded in an active market are
classified as “Trade Payables and Other”.
Trade Payables and Other are initially measured
at fair value, and subsequently measured at
amortized cost using the effective interest rate
method. Interest expense is recognized using
the effective interest rate method, except for
short-term balances for which the recognition
of interest is not significant.

Trade Payables and Other are classified as
current, except for the maturities exceeding 12
months from the closing date.

Trade payables in foreign currency have
been valued as mentioned above, at the
exchange rates prevailing as of each year end.
Foreign exchange differences were charged to
net income for each year.

2.21.2.3 Derecognition of Financial Liabilities
An entity shall derecognize a financial liability
(or part of it) when it has been extinguished,
i.e., when the obligation specified in the
corresponding agreement is discharged,
cancelled or expires.

2.21.3 Derivatives and Hedge Accounting
The Company executes certain financial
instruments to manage its exposure to interest
rate and exchange risks, including foreign
currency hedges, interest rate swaps and
currency swaps.

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

The Company documents at the beginning of
the transaction the existing relationship between
the hedging instruments and the hedged items,
as well as its objectives to manage risk and
the strategy to carry out hedge transactions.
The Company also documents its assessment,
both at the beginning and on an ongoing
basis, of the high effectiveness of its hedging
transactions to offset the changes in the fair
value of the hedged items.

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

Fair Value Hedge

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

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2.21.4 Refinancing of Indebtedness
Liabilities arising from the restructuring of
financial debts have been initially valued
at fair value and will be subsequently measured
at amortized cost using the effective interest
rate method.

2.22 Other Liabilities
Advances from customers involving obligations
to deliver assets that have not yet been produced
have been valued at the higher of the amounts
received or the share in the estimated value
of the related assets.

The other liabilities have been valued at
nominal value.

2.23 Assets and liabilities held for sale
Non-current assets and liabilities (or disposal
groups) are classified as assets and liabilities held
for sale where their value will be mostly

Cash and Banks

Other Current Investments:

- Financial Instruments

- Mutual Funds

Cash and Cash Equivalents

In the years ended December 31, 2014 and
2013, the following significant transactions were
carried out, which did not have an impact on
cash and cash equivalents:

Dividends collected through debt settlement

Settlement of Debt with Real Property
Interest settlement through reserve account

recovered through the sale thereof, to the extent
such sale is highly likely to occur. These assets
and liabilities are valued at the lower of book
value and fair value less cost of sales.

2.24 Consolidated Statement of Cash Flows
For the purposes of preparing the consolidated
statement of cash flows, the item “Cash
and Cash Equivalents” includes cash and bank
balances, certain high liquidity short-term
investments (with original maturities shorter
than 90 days). Bank overdrafts payable on
demand, if any, are deducted to the extent they
are part of the Company’s cash management.
Bank overdrafts are classified as “Debt” in the
consolidated balance sheet.

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

December 31, 2014

December 31, 2013

1,161,628,319

1,332,983,003

68,091,849

487,663,472

1,717,383,640

188,311,397

129,168,769

1,650,463,169

December 31, 2014

December 31, 2013

7,650,000

-
11,428,239

10,117,429

4,069,868
16,684,105

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

Note 3

Accounting estimates and judgments
In applying the accounting policies described
in Note 2, the Company has to make
judgments and prepare accounting estimates of
the value of the assets and liabilities which
may not be otherwise obtained. The estimates
and related assumptions are based on historical
experience and other pertinent factors. Actual
results may differ from these estimates.

The underlying estimates and assumptions
are continually reviewed. The effects of the
reviews of accounting estimates are recognized
for the year in which estimates are reviewed.

These estimates basically refer to:

Allowance for Bad Debts
The Company calculates the allowance for
bad debts for debt instruments that are
not valued at fair value, taking into account
the uncollectibility history, the opinion of
its legal advisors, if any, and other circumstances
known at the time of calculation.

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

During this year, no impairment losses have
been recorded for goodwill.

Recognition and Measurement of Deferred
Income Tax Items
Deferred tax assets are only recognized for
temporary differences to the extent that it is
likely that each entity, on an individual basis,
will have enough future taxable income
against which the deferred tax assets can be
used. Tax loss carryforwards from prior years
are only recognized when it is likely that
each entity will have enough future taxable
income against which they can be used.

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

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

Provisions for Lawsuits and Contingencies
The elements taken into consideration for the
calculation of the Provision for Lawsuits and
Contingencies are determined based on the
present value of the estimated costs arising from
the lawsuits brought against the Company,
taking into consideration the opinion of its legal
advisors.

Determination of the Useful Lives of Property,
Plant and Equipment and Intangible Assets
The Company reviews the estimated useful life
of property, plant and equipment and intangible
assets at each year-end.

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

If there is no quoted market price available
for a financial instrument, its fair value
is estimated based on the price established in
recent transactions involving the same or

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similar instruments and, otherwise, based on
valuation techniques regularly used in
financial markets. The Company uses its
judgment to select a variety of methods and
makes assumptions based on market
conditions at closing.

Impairment losses of certain assets other
than accounts receivable (including property,
plant and equipment and intangible assets)
Certain assets, including property, plant and
equipment and intangible assets are subject to
impairment testing. The Company records
impairment losses when it estimates that there
is objective evidence of such losses or when
the cost of such losses will not be recovered
through future cash flows. The evaluation
of what constitutes impairment is a matter of
significant judgment. The impairment of
non-financial assets is dealt with in more depth
in Note 2.17.

Additionally, as mentioned in Notes 9.1
and 9.2, these estimates could be affected by
the final outcome of the circumstances
described in such note.

Note 4

Segment information
The Company is mainly engaged in media
and entertainment activities, which are carried
out through the companies in which it holds
a participating interest. Based on the nature,
clients, and risks involved, the following
business segments have been identified, which
are directly related to the way in which the
Company assesses its business performance:
− Cable Television & Internet Access:
mainly comprises the operations of its
subsidiary Cablevisión and its subsidiaries,
notably PRIMA.
− Printing & Publishing: mainly comprises
the operations of its subsidiary AGEA and its
subsidiaries AGR, Cúspide, Tinta Fresca,
CIMECO and their respective subsidiaries.
− Broadcasting and Programming: mainly
comprises the operations of its subsidiaries

ARTEAR, IESA and Radio Mitre, and their
respective subsidiaries, including Telecor, Telba,
Pol-Ka, Auto Sports, Grupo Carburando.
− Digital Content and Other: mainly
comprises the operations of its controlled
companies CMD and subsidiaries, OSA,
FEASA and AGEA S.A. – S.A. La Nación -
UTE. Additionally, this segment includes
the Company’s own operations (typical of a
holding company) and those carried out
by its controlled company GCGC.

The Company has adopted IFRS 8 - Segment
Information, which defines operating segments
as those identified based on internal reports
with respect to the components of the company
regularly reviewed by the Board of Directors,
the main operating decisions maker, to
allocate resources and assess their performance.
The Company uses adjusted EBITDA to
measure its performance. The Company
believes that adjusted EBITDA is a significant
performance measure of its businesses, since
it is commonly used in the industry to analyze
and compare media companies based on
operating performance, indebtedness and
liquidity. However, adjusted EBITDA does not
measure net income or cash flows generated
by operations and should not be considered as
an alternative to net income, an indication of
the Company’s financial performance, an
alternative to cash flows generated by operating
activities or a measure of liquidity. Since
adjusted EBITDA is not defined by IFRS, it
is possible that other companies may calculate
it differently. Therefore, the adjusted
EBITDA reported by other companies may
not be comparable to the Company’s reported
adjusted EBITDA.

The following tables include the information
as of December 31, 2014 and 2013,
prepared on the basis of IFRS, for the business
segments identified by the Company. Note 1
to these consolidated financial statements
includes additional information about the
Company’s businesses.

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Cable

Television

and Internet

Printing

Broadcasting

and

Digital Content

Access

Publishing

Programming

and Other

(1) Deletions

(2) Adjustments

Consolidated

Information arising from

consolidated income statements

as of December 31, 2014
Net Sales to Third Parties (3)
Intersegment Sales

14,188,272,650

2,787,211,015

2,401,273,165

25,274,906

249,435,720

185,074,125

Net Sales

14,213,547,556

3,036,646,735

2,586,347,290

320,265,281

293,635,860

613,901,141

(80,795,994)

19,616,226,117

(714,471,047)

(38,949,564)

(119,745,558)

19,616,226,117

Cost of sales (excluding

depreciation and amortization)

(5,848,721,170)

(1,983,630,364)

(1,600,187,185)

(345,552,476)

308,332,943

(168,730,026)

(9,638,488,278)

Subtotal

8,364,826,386

1,053,016,371

986,160,105

268,348,665

(406,138,104)

(288,475,584)

9,977,737,839

Expenses - excluding

depreciation and amortization

- Selling Expenses

- Administrative Expenses

Adjusted EBITDA

Depreciation of Property,

Plant and Equipment

Amortization of Intangible
Assets and Film Library (4)
Financial Costs

Other Financial Results, net

Equity in Earnings from

Affiliates and Subsidiaries

Other Income and Expense, net

Income Tax and Tax on Assets

Income for the year from

continuing operations

Net Income from

Discontinued Operations

Net Income for the Year

Additional consolidated

information as of
December 31, 2014

Acquisition of Property,

Plant and Equipment

Acquisition of Intangible Assets

Ordinary Income from

Foreign Operations

Non-Current Assets Held Abroad

(1,739,679,879)

(1,701,444,524)

4,923,701,983

(625,360,231)

(564,352,602)

(136,696,462)

(149,764,980)

(340,906,812)

495,488,313

(83,414,563)

(197,886,045)

(12,951,943)

153,944,526

252,193,578

25,510,857

(2,418,764,270)

17,875,874

(2,534,520,531)

(245,088,853)

5,024,453,038

(1,267,793,590)

(170,423,384)

(1,719,000,651)

(11,470,273)

39,801,910

2,604,278

(587,373,497)

1,310,797,831

34,663,833

1,345,461,664

2,370,672,307

8,044,237

85,466,007

22,479,731

47,313,995

10,568,833

10,232,051

11,690,922

639,586,424

653,759,434

9,940,835

2,513,684,360

52,783,723

639,586,424

663,700,269

(1) Deletions are related to Grupo Clarín’s intercompany operations.
(2) Recognition of revenues from cable TV and Internet installation services and
transactions including separate items and the non-Consolidation of structured
entities and the results of discontinued operations.
(3) Includes also sales to unconsolidated companies.
(4) Amortization of film rights acquired in perpetuity, mentioned in Note 2.18.

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Cable

Television

and Internet

Printing

Broadcasting

and

Digital Content

Access

Publishing

Programming

and Other

(1) Deletions

(2) Adjustments

Consolidated

9,763,448,669

2,438,284,992

1,744,263,153

18,885,289

214,523,276

127,428,451

9,782,333,958

2,652,808,268

1,871,691,604

271,505,461

224,642,359

496,147,820

(117,287,991)

14,100,214,284

(581,197,608)

(4,281,767)

(121,569,758)

14,100,214,284

Information arising from

consolidated income statements

as of December 31, 2013
Net Sales to Third Parties (3)
Intersegment Sales

Net Sales

Cost of sales (excluding

depreciation and amortization)

(4,229,419,227)

(1,640,056,203)

(1,135,659,633)

(243,911,226)

224,887,639

(84,733,175)

(7,108,891,825)

Subtotal

5,552,914,731

1,012,752,065

736,031,971

252,236,594

(356,309,969)

(206,302,933)

6,991,322,459

Expenses - excluding

depreciation and amortization

- Selling Expenses

- Administrative Expenses

Adjusted EBITDA

Depreciation of Property,

Plant and Equipment

Amortization of Intangible
Assets and Film Library (4)
Financial Costs

Other Financial Results, net

Equity in Earnings from

Affiliates and Subsidiaries

Other Income and Expense, net

Income Tax and Tax on Assets

Income for the year from

continuing operations

Net Income from

Discontinued Operations

Net Income for the Year

Additional consolidated

information as of
December 31, 2013

Acquisition of Property,

Plant and Equipment

Acquisition of Intangible Assets

Ordinary Income from

Foreign Operations

Non-Current Assets Held Abroad

(1,264,819,273)

(1,265,103,452)

3,022,992,006

(477,751,530)

(458,793,259)

76,207,276

(134,800,605)

(267,148,949)

334,082,417

(87,029,454)

(152,110,908)

13,096,232

143,992,475

212,317,494

16,870,507

(1,803,537,880)

15,888,190

(1,914,950,884)

(173,544,236)

3,272,833,695

(957,009,293)

(166,186,448)

(1,300,062,183)

(173,768,717)

99,483,386

69,534,390

(97,924,418)

746,900,412

53,765,362

800,665,774

1,775,741,862

24,429,110

28,943,873

21,320,588

19,126,363

2,187,242

35,509,034

11,108,100

437,085,127

511,637,306

7,245,419

22,819

1,859,321,132

59,045,040

437,085,127

518,905,544

(1) Deletions are related to Grupo Clarín’s intercompany operations.
(2) Recognition of revenues from cable TV and Internet installation services and
transactions including separate items and the non-consolidation of structured
entities and income/loss from discontinued operations.
(3) Includes also sales to unconsolidated companies.
(4) Amortization of film rights acquired in perpetuity, mentioned in Note 2.18.-

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Note 5

Breakdown of the main items of the Balance Sheet

5.1 Property, Plant and Equipment

Balance at

the Beginning

Cumulative

Translation

Adjustment

(1)Deconsolidation
of

Historical value

Balances as of

December 31,

Additions

Subsidiaries

Retirements

Transfers

2014

647,034,020

111,824,512

233,335

4,246,325

4,903,585

5,829,791

(2,821,934)

(564,507)

(4,217,786)

(108,668)

12,926,255

154,614

658,057,475

121,382,067

229,470,319

(32,810)

13,927,114

(3,020,956)

(1,558,111)

360,769

239,146,325

Main Account

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

Broadcasting Equipment

4,758,347,443

105,173,876

974,143,861

(745,972,205)

821,231,006

5,912,923,981

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment of

Property, Plant and Equipment

548,734,772

110,547,970

583,703,084

86,394,729

51,638,877

460,682,963

200,560,150

17,219,818

756,832,376

490,123,231

43,550,811

2,593,355

687,676

(80,383)

1,723,776

4,904,016

4,901,574

94,451,812

39,285,047

27,172,137

977,402

6,483,302

17,040,270

20,199,230

308,782

1,390,743,543

216,596,637

10,539,170

(783,992)

(14,566,154)

(23,146,532)

(331,101)

(543,735)

(1,564,971)

(1,479,990)

(1,938,793)

(415,823)

(963,800)

(4,153,679)

(7,399)

(96,087)

(63,216)

(5,941,438)

(991,929)

70,606,970

(30,224,272)

22,727,200

24,972,224

14,925,947

(290,128,022)

(895,456,935)

(30,885)

(527,264)

(43,750,107)

1,526,329

711,449,238

105,035,192

610,359,802

112,637,714

58,122,179

486,083,624

219,926,256

16,048,610

964,956,185

667,424,627

54,125,246

and Obsolescence of Materials

(17,514,571)

(284,797)

Total as of December 31, 2014

9,079,150,504

124,065,943

2,822,601,683

(52,142,288)

(1,053,796,689)

(17,799,368)

10,919,879,153

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Main Account

the Beginning

Subsidiaries

Balance at

(1)Deconsolidation
of

Cumulative

Translation

Adjustment

Accumulated Depreciation

Balances as of

Net Book

Value as of

December 31,

Retirements

For the year

2014

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

251,100,533

90,108,561

(334,536)

(414,975)

(176,824)

3,252,241

(477,742)

(108,668)

12,704,407

4,920,534

262,815,838

97,757,693

395,241,637

23,624,374

194,724,230

(2,417,692)

(29,671)

(1,268,167)

11,504,697

202,513,397

36,632,928

Broadcasting Equipment

1,697,665,206

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment of

Property, Plant and Equipment

468,175,275

71,701,424

535,353,621

68,113,844

39,816,947

375,137,286

148,606,028

16,196,020

1,938,793

114,383

33,325,179

(689,146)

(5,457,266)

(19,994,563)

(273,980)

(385,590)

(765,574)

(1,479,990)

(1,938,793)

(114,383)

(96,293)

and Obsolescence of Materials

(257,512)

76,433,064

2,481,075

422,730

(3,154)

1,513,669

(745,807,261)

1,090,375,417

2,118,666,426

3,794,257,555

(4,367,764)

(7,399)

(79,272)

(63,216)

(5,941,438)

(818,074)

(527,265)

54,391,973

5,212,800

9,085,890

19,363,917

5,659,308

26,315,603

20,880,784

891,432

390,796

6,105,068

519,991,413

71,449,559

524,365,676

87,563,295

45,476,255

395,122,707

169,416,833

15,607,462

390,796

38,806,689

191,457,825

33,585,633

85,994,126

25,074,419

12,645,924

90,960,917

50,509,423

441,148

964,956,185

667,033,831

15,318,557

(257,512)

(17,541,856)

Total as of December 31, 2014

3,991,819,818

(34,362,781)

83,893,130

(759,466,266)

1,267,802,626

4,549,686,527

6,370,192,626

(1) See Note 13.

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Balance at

the Beginning

Cumulative

Translation

Adjustment

Acquisitions

Historical value

Balances as of

December 31,

Additions

of Businesses

Retirements

Transfers

2013

Main Account

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

560,544,485

101,202,214

1,864,604

5,702,510

1,019,419

4,113,015

222,836,608

7,341,896

Broadcasting Equipment

3,783,789,084

134,586,421

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment of

Property, Plant and Equipment

495,125,231

104,483,287

581,994,082

67,434,572

44,242,643

439,480,905

178,828,193

16,777,024

579,754,696

433,729,041

36,764,316

3,290,934

773,331

2,399,678

5,736,322

5,870,461

685,436,740

34,695,733

2,521,443

2,588,307

274,420

7,431,729

10,001,039

22,249,145

442,794

1,002,342,206

238,967,723

1,210,538

and Obsolescence of Materials

(17,122,150)

(392,421)

20,622,121

187,663

(5,342,204)

(20,553)

68,325,595

827,326

647,034,020

111,824,512

(1,207,756)

499,571

229,470,319

(566,680,003)

721,215,201

4,758,347,443

(158,097)

(658,451)

(879,305)

15,780,971

4,201,691

17,912,406

11,110,353

(38,827)

(659,757,118)

(188,195,845)

8,118,676

(35,495)

(96,997)

(2,878,039)

(171,243,730)

(248,149)

(2,542,719)

548,734,772

110,547,970

583,703,084

86,394,729

51,638,877

460,682,963

200,560,150

17,219,818

756,832,376

490,123,231

43,550,811

(17,514,571)

9,079,150,504

Total as of December 31, 2013

7,629,864,231

159,831,840

2,020,636,147

20,809,784

(751,991,498)

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Balance at

Acquisitions

the Beginning

of Businesses

Cumulative

Translation

Adjustment

Accumulated Depreciation

Balances as of

Net Book

Value as of

December 31,

Retirements

For the year

2013

1,146,777

4,137,294

(267,603)

(14,684)

11,357,356

5,012,446

251,100,533

90,108,561

395,933,487

21,715,951

(1,267,440)

11,654,363

194,724,230

34,746,089

100,163,263

(567,402,520)

811,418,897

1,697,665,206

3,060,682,237

Main Account

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

238,011,622

80,973,505

184,337,307

Broadcasting Equipment

1,353,485,566

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment of

Property, Plant and Equipment

422,484,494

65,535,490

528,198,996

52,796,511

34,945,019

354,643,843

129,264,489

15,472,459

1,938,793

114,383

30,177,663

and Obsolescence of Materials

(257,512)

852,381

161,601

3,053,895

459,984

(112,377)

(357,349)

(879,305)

(35,495)

(88,248)

2,017,860

(2,804,639)

(2,406,655)

5,554,171

Total as of December 31, 2013

3,492,122,628

1,013,982

110,979,073

(575,636,315)

(1) Includes Ps. 6.3 million from discontinued operations.

42,749,263

6,523,283

8,033,930

14,857,349

4,907,423

20,420,090

20,128,318

723,561

468,175,275

71,701,424

535,353,621

68,113,844

39,816,947

375,137,286

148,606,028

16,196,020

1,938,793

114,383

33,325,179

80,559,497

38,846,546

48,349,463

18,280,885

11,821,930

85,545,677

51,954,122

1,023,798

754,893,583

490,008,848

10,225,632

-
(1) 963,340,450

(257,512)

(17,257,059)

3,991,819,818

5,087,330,686

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The following table details the average years
of useful life of the items comprising Property,
Plant and Equipment:

Item

Real Property

Furniture and Fixtures

Telecommunication, Audio and Video Equipment

External Network and Broadcasting Equipment

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Leasehold Improvements

5.2 Intangible Assets

Average Useful Life

(in years)

between 3 and 4

between 3 and 20

between 4 and 10

between 3 and 10

Main Account

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of

Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Deferred Charges and Other

Total as of December 31, 2014

Balance at

the Beginning

31,325,943

17,091,041

15,121,687

1,074,011,174

209,756,912

5,880,214

8,528,654

109,800,458

1,471,516,083

Cumulative

Translation

Adjustment

19,430

43,971

63,401

(1)Deconsolidation
of

Historical value

Balances as of

December 31,

Additions

Subsidiaries

Retirements

Transfers

2014

2,658,033

(85,945)

55,204

29,070,793

871,852

3,289,085

16,838,760

52,783,727

(57,853)

(12,791)

(33,905,447)

(34,062,036)

(122,495)

33,898,031

17,091,041

15,054,396

1,074,011,174

(35,011)

16,791,339

255,545,612

(4,427,796)

(12,241,048)

6,739,272

7,389,943

80,536,694

(35,011)

1,490,266,163

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Balance at

Cumulative (1)Deconsolidation
of
Translation

Accumulated Amortization

Balances as of

Net Book

Value as of

December 31,

Main Account

the Beginning

Adjustment

Subsidiaries

Retirements

For the year

2014

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of

Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Other

Total as of December 31, 2014

(1) See Note 13.

Main Account

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of

Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Deferred Charges and Other

Total as of December 31, 2013

25,493,841

10,090,248

12,672,942

806,062,162

82,120,593

4,927,971

74,967,114

1,016,334,871

Balance at

the Beginning

27,792,030

17,091,041

15,456,255

1,074,011,174

163,149,270

5,678,065

103,444,972

1,406,622,807

Main Account

Exploitation Rights and Licenses
Exclusivity Agreements

Other Rights

Acquisition Value of Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Other

Total as of December 31, 2013

(1) Includes Ps. 0.8 million from discontinued operations.

339,106

(85,945)

(40,175)

(7,501)

27,786

366,892

(23,159,031)

(23,292,652)

(7,002)

2,919,965

1,036,774

672,878

97,436,004

56,230,661

387,880

28,327,861

11,127,022

13,345,820

903,498,166

138,643,183

5,308,350

7,565,761

59,401,630

(7,002)

166,249,923

1,159,652,032

5,570,170

5,964,019

1,708,577

170,513,008

116,902,429

1,430,921

7,389,943

21,135,064

330,614,131

Cumulative

Translation

Adjustment

54,146

Acquisition of

Historical value

Balances as of

December 31,

Additions

Businesses

Retirements

Transfers

2013

3,533,913

112,495

28,130,259

453,149

8,528,654

24,331,660

65,090,130

(251,000)

(447,063)

31,325,943

17,091,041

15,121,687

1,074,011,174

18,477,383

209,756,912

5,880,214

8,528,654

(18,030,320)

109,800,458

(251,000)

1,471,516,083

Balance at

the Beginning

Cumulative

Translation

Adjustment

Accumulated Amortization

Balances as of

Net Book

Value as of

December 31,

Retirements

For the year

2013

22,686,617
9,051,010

11,905,487

698,982,184

36,626,819

3,962,239

68,627,290

851,841,646

-
-

131,458

-
-

2,807,224
1,039,238

767,455

25,493,841
10,090,248

12,672,942

107,079,978

806,062,162

45,493774

965,732

6,208,366
(1) 164,361,767

82,120,593

4,927,971

74,967,114

5,832,102
7,000,793

2,448,745

267,949,012

127,636,319

952,243

8,528,654

34,833,344

1,016,334,871

455,181,212

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The following is a detail of the average number
of years over which intangible assets items
are amortized:

Item

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of Subscriber Portfolio

Software

Trademarks and Patents

5.3 Goodwill
Company assesses the recoverability of goodwill
considering each company for which it records
goodwill as a different cash generating unit
(“CGU”).

The recoverable amount of each CGU has been
determined as per its value in use, calculated
based on operating cash flows estimated in
the financial budgets approved by Management,
which comprise a period ranging from one
to three years. Cash flows not included in those
periods are projected using a growth rate,
assessed based on statistical data and historical
indicators of Argentina, which does not exceed
the long-term average growth of each business.

Amortization Period

(in years)

between 2 and 20

between 5 and 15

between 5 and 20

between 3 and 5

between 3 and 10

The gross margin used in each case for the
calculation of the value in use allocated to each
CGU arises from budgets prepared by each
business for the period under consideration,
which are in line with the historical data and
the expectations regarding market development
and evolution of the respective businesses.

The discount rate used in each case for the
calculation of the value in use allocated to each
CGU takes into account the risk-free rate,
the country risk premium and the premium
for risks specific to each business, and
the indebtedness structure of each CGU. In
particular, the annual discount rate applied
to the projections of Cablevisión’s cash flows
is of approximately 10%.

Main Account

Cablevisión and subsidiaries (1)
PRIMA
CIMECO and related companies

Cúspide and subsidiaries

Telecor

Pol-Ka

Telba

Bariloche TV

Other

Total

Net balances

Net Book

Allowance

as of

Value before

for Goodwill

December 31,

Impairment

impairment

2014

2013

3,244,483,568

(594,075,234)

2,650,408,334

2,595,405,814

2,272,319
235,982,248

19,059,775

39,173,062

16,130,769

1,844,621

29,561,66

-
(54,637,313)

(6,850,727)

(533,130)

2,272,319
181,344,935

19,059,775

39,173,062

9,280,042

1,844,621

29,028,537

2,272,319
181,344,935

19,059,775

39,173,062

9,280,042

3,774,071

1,844,621

24,101,013

3,588,508,029

(656,096,404)

2,932,411,625

2,876,255,652

(1) Includes goodwill of Multicanal and Teledigital,
merged into Cablevisión (see Note 8.1.d).

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5.4 Investment in Unconsolidated Affiliates

Main business activity

Country

(1) Interest (%)

2014

2013

Value

Recorded

as of

Value

Recorded

as of

December 31,

Manufacturing of Newsprint

Cable Television Station

Closed-Circuit Television

Cable Television Station

Closed-Circuit Television

Cable Television Station

Argentina

Exploitation of events television

broadcasting rights

Argentina

Production and exploitation of sports

events, advertising agency and

financial and investing operations

Argentina

Variable printing

Printing

Editorial activities

Film producer

Audiovisual production and sale

of advertising

Argentina

Mexico

Argentina

49.00

47.00

49.99

49.00

49.10

50.00

33.33

24.99

Investing and financing

USA

50.00

178,848,195

177,926,621

62,124,867

10,822,223

5,375,735

14,954,214

20,778,579

4,226,412

11,429,817

12,484,788

9,940,835

14,525,333

52,168,147

10,822,223

6,227,066

11,517,871

20,417,145

6,131,683

5,449,406

78,221,674

12,743,779

12,808,904

7,245,419

12,757,924

4,182,138

345,510,998

418,620,000

8,649,170

3,100,720

11,749,890

6,148,845

Included in assets

Interest in Associates

Papel Prensa

Ver TV S.A.

TPO

TATC

La Capital Cable

TSMA

Other Investments

Interests in Joint Operations
TSC (2)

TRISA (2)

Impripost

AGL

Ríos de Tinta

Patagonik
Canal Rural (2)

Included in liabilities

Interests in Joint Operations

VLG

Other Investments

(1) Interest in capital stock and votes.
(2) Subsidiaries of IESA as of December 31, 2014, see Note 13.

Equity in Earnings from Affiliates and Subsidiaries

December 31, 2014

December 31, 2013

Papel Prensa

La Capital Cable

AGL

Canal Rural

Ríos de Tinta

Impripost

VLG

Ver TV S.A.

TSMA

Other Companies

921,574

13,395,564

(324,116)

791,014

1,576,757

(1,313,962)

(19,177,349)

34,385,489

10,300,490

(753,551)
39,801,910

(8,656,680)

10,380,459

(84,982)

1,043,921

1,555,834

1,191,156

(5,506,701)

82,391,089

35,091,915

(17,922,625)
99,483,386

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The following is a detail of certain supplementary
information required by IFRS about interests
in associates (amounts stated in millions of
Argentine pesos):

Dividends received

Summarized financial information:

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Revenues

Net Income from Continuing Operations

Total Comprehensive Income

The following is a detail of certain supplementary
information required by IFRS about interests
in joint operations (amounts stated in millions
of Argentine pesos):

Dividends received

Summarized financial information:

Assets

Cash and Cash Equivalents

Other Current Assets

Current assets

Non-current assets

Liabilities

Current Debt

Other Current Liabilities

Current liabilities

Non-Current Debt

Other Non-Current Liabilities

Non-current liabilities

Revenues

Depreciation and Amortization

Interest Income

Interest Expense

Income Tax and Tax on Assets

Net Income from Continuing Operations

Other Comprehensive Income

Total Comprehensive Income

December 31, 2014

December 31, 2013

317

649

310

1,533

129

382

530

110

224

1,069

December 31, 2014

December 31, 2013

107

150

111

254

(8)

(9)

(4)

128

325

454

109

277

297

767

(12)

(7)

(50)

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5.5 Other Investments

Non-Current

Financial Instruments

Current

Financial Instruments

Securities

Mutual Funds

5.6 Inventories

Non-Current

Film Products and Rights

Current

Raw Materials and Supplies

Products-in-Process

Finished Goods

Film Products and Rights

Other

Subtotal

Less: Allowance for Impairment of Inventories

5.7 Other Assets

Non-Current

Works of Art

Other

Current

Other

December 31, 2014

December 31, 2013

275,625,916

270,196,472

379,189,263

766,719,477

1,416,105,212

143,313,288

450,820,527

20,672,115

162,961,333

634,453,975

December 31, 2014

December 31, 2013

20,952,973

164,400,071

2,999,326

32,995,217

75,901,936

649,197

276,945,747

(4,894,720)

272,051,027

28,181,042

180,842,196

528,581

47,702,122

42,361,775

900,956

272,335,630

(3,131,729)

269,203,901

December 31, 2014

December 31, 2013

461,696

788,074

1,249,770

7,063,276

461,696

1,330,205

1,791,901

4,990,825

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5.8 Other Receivables

Non-Current

Tax Credits

Guarantee Deposits

Prepaid Expenses

Advances

Related Parties (Note 16)

Other

Allowance for Other Bad Debts

Current

Tax Credits

Court-ordered and Guarantee Deposits

Prepaid Expenses

Advances

Related Parties (Note 16)

Sundry Receivables

Other

Allowance for Other Bad Debts

5.9 Trade Receivables

Non-Current

Trade Receivables

Current

Trade Receivables

Related Parties (Note 16)

Allowance for Bad Debts

5.10 Cash and Banks

Cash and Imprest Funds
Cash at Banks

December 31, 2014

December 31, 2013

53,815,218

1,861,437

19,504,515

42,781,617

18,564,287

(1,567,580)

134,959,494

218,167,837

14,753,391

180,936,011

88,734,265

18,471,303

15,023,356

89,612,703

(1,146,852)

624,552,014

47,796,827

1,761,007

22,445,045

129,045,302

18,520,453

15,984,632

(3,224,740)

232,328,526

220,537,625

17,580,011

97,869,277

72,306,970

23,455,901

15,037,655

89,821,606

(1,619,442)

534,989,603

December 31, 2014

December 31, 2013

91,505,064

2,983,817,121

81,121,045

(179,898,080)

2,885,040,086

129,021,518

2,220,732,674

24,602,899

(149,198,962)

2,096,136,611

December 31, 2014

December 31, 2013

41,597,037
1,120,031,282

1,161,628,319

18,447,604
1,314,535,399

1,332,983,003

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5.11 Provisions and Other

Non-Current

Provisions for Lawsuits and Contingencies

Accrual for Asset Retirement

5.12 Debt

Non-Current

Financial Loans

Notes

Acquisition of equipment

Related Parties (Note 16)

Measurement at Fair Value

Current

Bank Overdraft

Financial Loans

Notes

Acquisition of equipment

Related Parties (Note 16)

Interest and Restatement

Measurement at Fair Value

The following table details the changes in loans
and indebtedness for the year ended December 31,
2014 and the prior year:

Balances as of January 1st
New Loans and Indebtedness (1)
Accrued Interest

Exchange rate fluctuations and other financial effects

Early Collection of investment for the purchase of Notes

Reclassified to assets held for sale

Payment of Interest
Payment of Principal

Balances as of December 31

(1) Mostly loans for the payment of debt with upcoming
maturity and for the purchase of capital assets and inventories.

December 31, 2014

December 31, 2013

324,549,885

12,100,819

336,650,704

272,194,321

10,738,636

282,932,957

December 31, 2014

December 31, 2013

40,522,969

2,568,079,074

316,869,747

(54,973,243)

2,870,498,547

243,933,142

396,575,883

752,488,000

168,886,421

16,701,274

121,810,582

18,503,021

247,113,661

2,531,879,000

104,703,748

6,410,285

(45,296,584)

2,844,810,110

96,951,925

49,498,515

924,556,818

90,337,547

10,948,588

120,076,738

2,158,735

1,718,898,323

1,294,528,866

2014

2013

4,139,338,976

994,580,890

546,126,005

1,103,440,183

(11,774,226)

(511,163,308)
(1,671,151,650)

4,589,396,870

3,187,378,891

378,266,001

317,518,620

935,235,777

67,182,254

(313,730,483)
(432,512,084)

4,139,338,976

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The following table summarizes the maturities
of consolidated loans (undiscounted values)
at year-end:

Non-Current Debt

years

Non-Current

From 1 to 2

From 2 to 3

From 3 to 4

From 4 to 5

Total

Due

Financial Loans

Notes

30,119,258

1,439,347,075

Acquisition of equipment

198,117,443

10,403,711

752,488,000

113,062,004

376,243,999

3,196,871

40,522,969

2,568,079,074

2,493,429

316,869,747

Total as of

December 31, 2014

1,667,583,776

875,953,715

379,440,870

2,493,429

2,925,471,790

Current Debt

Bank Overdraft

Financial Loans

Notes

Acquisition of equipment

Related Parties

Up to 3

months

243,933,142

108,070,560

54,133,493

10,646,580

Interest and Restatement

119,550,030

Total as of

From 3 to 6

From 6 to 9

From 9 months

months

to 1 year

Total Current

Due

92,980,290

376,244,000

26,989,660

3,441,309

4,139,326

56,663,173

376,244,000

45,144,398

725,774

138,861,860

42,618,870

8,837

243,933,142

396,575,883

752,488,000

168,886,421

14,087,889

124,423,967

December 31, 2014

536,333,805

503,794,585

478,777,345

181,489,567

1,700,395,302

Consolidated loans mainly include the following:

5.12.1 Cablevisión
The most significant bank and financial loans
borrowed by Cablevisión and its subsidiaries are
the following:

Balances as of

Principal

December 31,

Amount

2014

2013

Annual

Date Issued

Borrower

In millions of USD

Final Maturity

Interest Rate

February 2011
February 2011

February 2011

May 2011

December 2003

(1) Cablevisión
(1) Cablevisión
(1) Cablevisión
(2) Cablevisión
(2) Cablevisión
(2) Prima
Multicanal

88.2

71.3

223.3

17.2

50.0

70.0

80.3

67.9

54.9

172

13.3

80.3

87.4

70.6

February 2018

221.0

February 2018

17.1

12.5

10.7

80.3

February 2018

May 2014

July 2016

(3) 8.75%
(3) 9.375%
(3) 9.625%
(3) 9.375%
Libor + 7.5%

Libor + 7.5%
(3) 3.5% to 4.5%

(1) Use of funds: Refinancing of Notes.
(2) Use of funds: Acquisition of non-financial assets
and financing of imports (Note 23).
(3) Fixed rate.

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As a result of the Notes issued by Cablevisión,
it has undertaken certain covenants, including:
(i) limitation on the issuance of guarantees
by subsidiaries; (ii) mergers, consolidations, and
sale of assets under certain conditions,
(iii) limitation on incurring debt above certain
approved ratios, (iv) limitation on capital
investments exceeding certain amount,
(v) limitation on transactions with shareholders
and affiliates under certain conditions, (vi)
limitation on the issuance and sale of significant
subsidiaries’ shares with certain exceptions.

On January 31, 2014, Cablevisión entered into
a syndicated loan agreement with the Industrial
and Commercial Bank of China (Argentina)
S.A. (“ICBC”) and Banco Itaú Argentina S.A.
for Ps. 100 million, at a variable rate of adjusted
BADLAR + 5.25%; and with final maturity in
July 2015, for the purpose of paying a portion
of the USD 59 million principal amount due
on Cablevisión notes which were paid by
Cablevisión in February 2014. As of December
31, 2014, Cablevisión cancelled Ps. 40 million
principal amount under the syndicated loan.

On March 12, 2014, Banco de la Ciudad
de Buenos Aires (“Banco Ciudad”) joined the
syndicated loan agreement executed by
Cablevisión on January 31, 2014 with ICBC
and Banco Itaú Argentina S.A. as lender,
thereby agreeing to make a disbursement of
Ps. 50 million in favor of Cablevisión at a
variable rate of adjusted BADLAR + 5.25%
with final maturity in the month of July
2015. To that end, Banco Ciudad executed
an amendment to that agreement whereby
it irrevocably accepted and agreed to each and
every one of its terms and conditions. As
of December 31, 2014, that company cancelled
Ps. 20 million principal amount under the
syndicated loan.

On April 21, 2014, within the framework of
the syndicated loan agreement executed on
January 31, 2014, the banks ICBC and Banco
Itaú Argentina S.A. made new disbursements
for an aggregate amount of Ps. 100 million at a
variable rate of adjusted BADLAR + 5.25%.
Final maturity is in July 2015. As of December
31, 2014, Cablevisión cancelled Ps. 40 million
principal amount under the syndicated loan.

As a result of the execution of the syndicated
loan agreement, Cablevisión has undertaken
certain covenants, including: (i) limitation on

the issuance of guarantees by subsidiaries
and encumbrances; (ii) reorganization, change
of control, and sale of assets under certain
conditions, (iii) limitation on incurring debt
above certain approved ratios, (iv) limitation
on capital investment exceeding certain
amount, and (v) limitation on transactions with
shareholders and affiliates under certain
conditions.

On January 30, 2015, the Company entered
into a syndicated loan agreement with ICBC,
Itaú, Banco Ciudad, Banco Santander
Río S.A. (“Santander”) and Banco Macro S.A.
(“Macro”) for Ps. 700 million, at a variable
rate of adjusted BADLAR + 4.85%, with final
maturity in July 2016, for the purpose of
making a prepayment of principal and interest
owed to ICBC, Itaú and Banco Ciudad
under the syndicated loan agreement executed
on January 31, 2014, and in order to finance
working capital and capital investments.

On April 28, 2014, at the Annual General
Ordinary and Extraordinary Shareholders’
Meeting of Cablevisión, the shareholders
of Cablevisión approved, among other matters:
i) The creation of a Global Program for the
issuance of simple, non-convertible, medium
or long-term notes, to be authorized by the
CNV, to be issued in one or more classes and/or
series for an aggregate principal amount
including all classes and/or series outstanding
under the Program of up to USD 500,000,000,
pursuant to the provisions of the Notes
Law No. 23,576, as amended. The shareholders
delegated on the Board of Directors of
Cablevisión the power to determine
and establish all the other terms for each class
and/or series of notes to be issued under
this Program. The shareholders also delegated
on the Board of Directors of Cablevisión the
power to approve the terms of the agreements
related to the issuance and placement of
the notes to be issued under the Program.
The Board of Directors of Cablevisión may
subdelegate all or some powers interchangeably
to one or more directors or managers of
such company; and ii) the creation of a global
program for the issuance of Short-Term Debt
Securities of up to USD 100,000,000 (or its
equivalent in other currencies, as determined by
the Board of Directors) (Valores Representativos
de Deuda de Corto Plazo, “VCPs”, for its
Spanish acronym), and the related registration
of Cablevisión before the special registry created

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by the CNV for such purpose. The VCPs will
have maturities of up to one year and are to
be issued in one or more classes and/or series,
under the form of promissory notes subject to
the Notes Law No. 23,576, as amended.
The shareholders delegated on that company’s
Board of Directors the power to determine and
establish all the other terms of the VCP
Program and the classes and/or series of VCPs
to be issued within the authorized amount.
They also delegated on the Board of Directors
the power to request the CNV to register
Cablevisión in the Special Registry for VCP
Programs and to authorize the VCP Program.
The Board of Directors of Cablevisión may
subdelegate all or some powers interchangeably
to one or more directors or managers of such
company. As of the date of these financial
statements, the Company has not made any
filings with the CNV to make such placement.

On August 26, 2014, Cablevisión executed a
financial loan agreement with Nuevo Banco
de Santa Fe S.A. for Ps. 50 million at an annual
fixed nominal interest rate of 28% with final
maturity in January 2015, for the purpose
of increasing its working capital to finance the
development of its main corporate business.

On January 5, 2015, the Board of Directors
of Cablevisión decided to call an Ordinary
Shareholders’ Meeting to be held on January
23, 2015. At the Shareholders’ Meeting,
the shareholders approved the issuance of non-
convertible notes for an aggregate nominal
value of up to USD 400,000,000 to be placed
privately (without public offering) and to be
issued in one or more series pursuant to
the provisions of the Notes Law No. 23,576,
as amended and regulated (the “Notes Law”).
The notes will be used both to offer them in
exchange for the currently outstanding Notes
and to receive funds in cash. The shareholders
of Cablevisión delegated on the Board of
Directors of Cablevisión the power to establish
all the terms governing the issuance of the
above-mentioned notes within the authorized
maximum amount, including, without
limitation, time and price of the issuance, form,
payment terms, use of proceeds, applicable law.

On February 9, 2015, pursuant to its delegated
powers, the Board of Directors of Cablevisión
approved the issuance of Class V notes
for a nominal value of USD 286,377,785.96
(the “Class V Notes”), at a fixed annual

nominal rate of 9.375%, payable semiannually
as from August 2016, with final maturity in
February 2018, to be used in the refinancing
of a portion of the debt represented by the
outstanding Notes, which will be refinanced
pursuant to the Trust Agreement executed
between Cablevisión, as issuer, and Deutsche
Bank Trust Company Americas as trustee,
co-registrar and paying agent.

5.12.2 AGEA and subsidiaries
On January 28, 2014, AGEA repaid all of the
USD 30.6 million aggregate principal amount
outstanding and interest accrued as of such date
on the Series C Notes issued by that company
under the Global Program. See Note 24.

As of December 31, 2014, AGEA had executed
overdraft facility agreements with banks for
a maximum of Ps. 170 million for a maximum
term of 30 days. Those overdraft facilities
accrue interest at a fixed annual rate of
approximately 27% - 31%. In addition, as of
December 31, 2014, AGR had executed
overdraft facility agreements with banks for a
maximum of Ps. 29 million.

As of December 31, 2014, AGR is the borrower
under a loan with Banco Ciudad in the amount
of Ps. 20 million that accrues interest at an
annual fixed rate of 15.25%. Principal is repaid
on a quarterly basis as from February 2015,
and interest is paid on a quarterly basis as from
February 2014.

During this year, AGR executed two leasing
agreements for an aggregate of Ps. 19.6 million
(including Ps. 2 million of nationalization
expenses that were subsequently added) to
acquire machinery and equipment. Those loans
accrue interest at an annual rate of 15.25%.

5.12.3 GCGC
As of December 31, 2014 GCGC was the
borrower under a loan with Banco de la Ciudad
de Buenos Aires executed to finance the repair,
recycling and improvement of the building for
a principal amount of up to Ps. 30 million.
Such loan will be repaid in 60 months, as from
October 2012, with a 24-month grace period,
i.e. in 36 monthly consecutive installments,
accruing interest at the average Badlar rate for
Private Banks plus 100 basic points. The
aggregate amount of the loan will be advanced
to the company in several stages, after having
obtained the required professional certifications.

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As of the date of these financial statements,
GCGC received the full amount of the loan for
a total of Ps. 30 million. As of December 31,
2014, GCGC repaid Ps.1.12 million under the
loan agreement executed with Banco de la
Ciudad de Buenos Aires.

GCGC was the borrower under a loan
agreement with Industrial and Commercial
Bank of China (Argentina) S.A. for a principal
amount of Ps. 7.5 million to finance the repair,
recycling and improvement of the building.
The loan will be repaid in 36 months, as from
October 2012, with an 18-month grace period.
Principal will be repaid in 7 quarterly decreasing
installments as from the 18th month. The
loan accrues interest at a 15% fixed nominal
annual rate. As of December 31, 2014, GCGC
repaid Ps. 5 million under the loan executed
with Industrial and Commercial Bank of China
(Argentina) S.A.

5.12.4 ARTEAR
On December 6, 2013 ARTEAR and Banco
Itaú Argentina S.A. executed an agreement
whereby ARTEAR is the borrower under a
bilateral loan, within the framework of
Communication “A” 5449 issued by the BCRA
relating to Productive Investment Credit
Facilities, for a principal amount of Ps. 12.9
million, payable within a term of 36 months
in equal consecutive monthly installments.
The first installment is due on month 12,
counted as from disbursement. The funds will
be used to finance a project for the acquisition
of capital assets and manpower to adapt
the production and broadcasting of contents
to the entertainment and news standards of
the television industry. Principal accrues interest
at an annual nominal fixed rate of 15.25%
payable on a monthly basis as from
disbursement.

On December 20, 2013 ARTEAR executed a
syndicated loan with Banco Itaú Argentina S.A.
and the Industrial and Commercial Bank of
China (Argentina) S.A. for a principal amount
of Ps. 200 million to be repaid in 2 years in the

following installments: Ps. 35 million due 12
months after disbursement, Ps. 35 million
due 18 months after disbursement and Ps. 130
million due 24 months after disbursement.
Each of the banks has a 50% pro rata
participation in the loan. The funds will be
used to finance working capital, to make
capital expenditures and/or to distribute
dividends. Principal accrues interest at
an annual variable rate based on BADLAR for
private banks plus a 4.25% margin, payable
on a monthly basis as from disbursement.
As security for the loan, Itaú Unibanco S.A.,
New York Branch, has issued in favor of
each of the two banks acting as lenders under
this agreement an irrevocable independent
guarantee, payable on first demand (“Stand By
Letter of Credit” or “SBLC”) to secure all the
obligations undertaken by ARTEAR until
the repayment of the loans. These SBLCs were
issued in US dollars for an amount that,
converted into Argentine pesos, covers at least
100% of the principal amount owed by the
borrower to each of the banks under the loan.

On July 21, 2014, ARTEAR made a partial
prepayment of Ps. 35 million on the
outstanding principal under the syndicated
loan mentioned above, allocating this amount
to the installment due in December 2014.

5.12.5 CMD
As of December 31, 2014 CMD was the
borrower under a loan with Banco de la
Ciudad de Buenos Aires for a balance of Ps. 2.5
million principal amount. Proceeds were
used to finance partially the acquisition and
renovation of a building. Such loan will
be repaid in 60 months, with a 24-month grace
period, i.e. in 36 monthly consecutive
installments, accruing interest at the average
Badlar rate for Private Banks plus 100 basic
points. The first installment was due on June
27, 2010.

5.13 Sellers Financing
The following table summarizes the
consolidated debt maturities in connection with
the acquisition of companies:

Current Sellers Financing

Without any

established
term

Up to 3
months

From 3 to 6
months

From 6 to 9
months

December 31,
2014

December 31,
2013

Due

Total as of

Principal

1,401,675

1,281,662

1,014,339

93,750

3,791,426

3,484,674

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5.14 Taxes Payable

Non-Current

Taxes Payable on a National Level

Current

Taxes Payable on a National Level

Taxes Payable on a Provincial Level

Taxes Payable on a Municipal Level

5.15 Other Liabilities

Non-Current

Guarantee Deposits

Unearned Revenue

Call Options (Note 10)

Investment in Unconsolidated Affiliates (Note 5,4)

Other

Current

Advances from Customers

Dividends Payable

Related Parties (Note 16)

Call Options (Note 10)

Unearned Revenue

Derivatives (Note 22)

Other

5.16 Trade Payables and Other

Non-Current

Suppliers and Trade Provisions

Employer’s Contributions

Current

Suppliers and Trade Provisions

Related Parties (Note 16)

Employer’s Contributions

December 31, 2014

December 31, 2013

98,018,442

798,250,268

28,849,381

31,071,270

858,170,919

108,608,440

362,330,129

6,733,650

26,123,600

395,187,379

December 31, 2014

December 31, 2013

139,415

105,947,119

27,469,815

11,749,890

6,451,823

151,758,062

82,026,829

1,547,100

300,933

1,816,816

155,847,247

4,718,000

63,091,719

309,348,644

106,919

90,639,758

19,560,000

6,148,845

5,444,664

121,900,186

72,422,931

1,419,351

439,276

5,154,721

113,082,533

55,397,590

247,916,402

December 31, 2014

December 31, 2013

885,555

7,173,952

8,059,507

1,900,205,540

80,536,650

1,174,930,553

3,155,672,743

2,859,522

2,485,072

5,344,594

1,555,999,401

68,248,540

889,160,489

2,513,408,430

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5.17 Changes in provisions and allowances

Balance at

Deconsolidation

Balances as of

December 31,

Items

the Beginning

Increases

Subsidiaries

Decreases

2014

2013

Deducted from Assets

Allowance for Bad Debts
Allowance for

Impairment

of Inventories

Allowance for

Impairment of

Property, Plant

and Equipment

and Obsolescence

of Materials

Allowance for

Goodwill impairment
Valuation Allowance (5)
Total

Included in liabilities

Provisions for Lawsuits

and Contingencies
Accrual for Asset

Retirements

Total

154,043,144

(1) 180,176,040

(5,758,663)

(1) (145,848,009)

182,612,512

154,043,144

(192,195)

4,894,720

3,131,729

(2) 1,955,186

17,257,059

(6) 284,797

668,149,977

78,616,953

921,198,862

-
(3) 12,936,374
195,352,397

(12,053,573)

17,541,856

17,257,059

656,096,404

47,484,932

908,630,424

668,149,977

78,616,953

921,198,862

(44,068,395)

(17,812,236)

(190,108,599)

272,194,321

(4) 130,042,488

(4,380,561)

(4) (73,306,363)

324,549,885

272,194,321

10,738,636

282,932,957

(4) 1,362,183
131,404,671

(4,380,561)

(4) -
(73,306,363)

12,100,819

336,650,704

10,738,636

282,932,957

(1) Includes net increases of Ps. 179,738,901 which
have been charged to Selling expenses (see Note 6.3).
(2) Charged to Impairment of Inventories and
Obsolescence of Materials under Production and
Services Expenses (see Note 6.3).
(3) Charged to Income Tax and Tax on Assets
(4) Includes net increases of Ps. 121,908,817, which

have been charged to Contingencies (see Note 6.3)
and Ps. 4,274,190, which have been charged to
Other Financial Income, Net.
(5) Includes Valuation Allowance for Net Deferred
Tax Assets and Valuation Allowance for tax on assets.
(6) Corresponds to Cumulative Translation
Adjustment

Note 6

Breakdown of the main items of the statement of comprehensive income
6.1 Revenues

Sales of Cable TV Subscriptions

Advertising Sales

Sales of Internet Subscriptions

Circulation Sales

Printing Services Sales

TV Signals Sales

Other Sales
Total (1)

(1) Includes sales executed through barter transactions
as of December 31, 2014 and 2013 for Ps. 132.5 million
and Ps. 129.8 million, respectively.

December 31, 2014

December 31, 2013

10,776,791,214

3,240,972,118

2,743,435,905

1,288,340,160

133,259,553

262,260,140

1,171,167,027

19,616,226,117

7,379,144,029

2,641,370,918

1,901,569,174

1,086,942,594

169,362,149

221,534,863

700,290,557

14,100,214,284

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6.2 Cost of Sales

Inventories at the beginning of the year

Reclassification of inventories as assets held for sale

Purchases for the year

Production and Services Expenses (Note 6.3)

Less: Inventories at year-end

Cost of Sales

December 31, 2014

December 31, 2013

300,516,672

(3,374,862)

1,038,824,640

9,924,710,416

(297,898,720)

10,962,778,146

362,814,970

710,968,036

7,365,949,249

(300,516,672)

8,139,215,583

6.3 Production and Services, Selling and Administrative Expenses

Item

Expenses

2014

2013

Production

and Services

Selling

Administrative

December 31,

Total as of

Fees for Services

283,723,264

146,744,220

631,055,487

1,061,522,971

796,531,443

Salaries, Social Security and
Benefits to Personnel (1)
Advertising and Promotion Expenses

Taxes, Duties and Contributions

Bad Debts

Travel Expenses

Maintenance Expenses

Distribution Expenses

Communication Expenses

Contingencies

Stationery and Office Supplies

Commissions

Productions and Co-Productions

Printing Expenses

Rights

Services and Satellites

Severance Payments

Non-Computable VAT

Rentals

Amortization of Intangible Assets

Amortization of Film Library

Depreciation of Property, Plant

and Equipment
Impairment of Inventories and

Obsolescence of Materials

Other Expenses

Total as of December 31, 2014

Total as of December 31, 2013

3,818,937,140

314,063,819

83,282,439

633,874,898

50,055,189

12,002,298

64,898,487

6,805,691

275,618,174

144,132,327

2,090,311,185

340,208,775

41,470,778

28,406,155

234,929,413

156,813,679

4,173,461

721,485,954

459,687,454

636,158,663

179,738,901

41,927,995

60,278,737

64,928,125

3,773,131

4,255,607

30,752,279

992,020

13,517,212

12,906,247

5,495,149

1,026,232,510

5,566,655,604

4,268,525,288

1,040,997

33,325,601

18,490,203

214,847,083

10,050,980

57,059,417

28,350,603

379,950,655

26,540,433

13,973,951

43,012,513

3,941,095

460,728,451

983,548,083

179,738,901

143,700,637

909,000,718

114,983,314

25,826,409

121,957,904

39,411,901

410,702,934

275,618,174

144,132,327

391,834,931

684,685,579

134,388,878

104,562,791

617,870,866

93,549,535

19,188,999

90,548,260

30,796,532

284,998,043

185,422,897

162,228,640

2,090,311,185

1,447,781,092

367,741,228

247,825,029

68,961,941

28,406,155

290,848,173

166,249,923

4,173,461

55,859,592

26,766,393

219,937,267

163,592,675

2,593,773

1,163,302,728

65,437,325

39,053,537

1,267,793,590

957,009,293

7,067,633

170,632,883

7,067,633

1,247,872

41,617,725

50,590,098

262,840,706

189,564,328

9,924,710,416

2,489,696,744

2,577,515,163

14,991,922,323

7,365,949,249

1,860,321,863

1,951,038,884

11,177,309,996

(1) As of December 31, 2014, it includes a recovery of
Ps. 26.4 million from the calculation of employer’s
contributions as tax credit on VAT (Decree No. 746/2003
issued by the Executive Branch), according to Note 8.3.i.

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6.4 Financial Costs

Financial Discounts on Liabilities

Interest

Exchange Differences

Other Financial Costs

Total

6.5 Other Financial Results, net

Exchange Differences

Interest

Financial Discounts on Assets and Liabilities

Other Taxes and Expenses

Results from transactions with securities and bonds

CER Restatement

Income from Changes in the Fair Value of Financial Instruments

Total

6.6 Other Income and Expense, net

Income from Sale of Property, Plant and Equipment

Disposal of Unconsolidated Affiliates

Other

Total

December 31, 2014

December 31, 2013

(19,082,570)

(548,497,426)

(1,145,376,073)

(6,044,582)

(1,719,000,651)

(19,694,131)

(319,364,145)

(958,296,785)

(2,707,122)

(1,300,062,183)

December 31, 2014

December 31, 2013

216,784,458

78,695,758

8,095,195

(282,093,541)

(29,680,391)

(2,795,864)

(475,888)

(11,470,273)

162,010,022

21,773,633

10,513,408

(203,575,654)

(161,437,074)

(2,383,052)

(670,000)

(173,768,717)

December 31, 2014

December 31, 2013

2,567,830

36,448

2,604,278

4,448,084

71,518,844

(6,432,538)

69,534,390

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Note 7

Income tax
The following table shows the reconciliation
between the consolidated income tax charged to
net income for the years ended December 31,
2014 and 2013 and the income tax liability
that would result from applying the current tax
rate on consolidated income before income
tax and tax on assets and the income tax liability
assessed for each year (amounts stated in
thousands of Argentine Pesos):

Income before Income Tax

Current Rate

Income Tax Assessed at the Current Tax Rate

on Income before Income Tax

Permanent Differences:

Equity in Earnings from Affiliates and Subsidiaries

Non-Taxable Income

Other

Subtotal

Valuation Allowance for Net Deferred Tax Assets

Charged to Income

Total Income Tax

Deferred Tax

Current Tax

Income Tax Assessed for the Year

Tax on assets

Total

December 31, 2014

December 31, 2013

1,898,171

35%

(664,360)

13,931

(20,780)

56,251

(614,958)

26,407

(588,551)

195,133

(783,684)

(588,551)

1,177

(587,374)

844,825

35%

(295,689)

34,820

138,257

28,143

(94,469)

(3,331)

(97,800)

250,776

(348,576)

(97,800)

(124)

(97,924)

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Breakdown of Consolidated Deferred Tax (in thousands of Argentine pesos):

December 31,

Changes Year

2014

2013

2014

2013

Deferred Assets

Tax Loss Carryforwards

Specific Tax Loss Carryforward

Inventories

Other Investments

Provisions and Other

Trade Receivables

Other Liabilities

Trade Payables and Other

Deferred Tax Liabilities

Property, Plant and Equipment

Intangible Assets

Trade Receivables

Other Assets

Other Liabilities

Debt

Subtotal

Valuation Allowance on

Tax Loss Carryforwards

212,528

16,001

24,895

101,044

20,067

11,393

107,686

493,614

(162,321)

(61,690)

(1,471)

(12,765)

(238,247)

154,819

934

14,799

2,980

79,330

11,231

84,460

348,553

(130,865)

(96,077)

(14,789)

(808)

(15,098)

(257,637)

(12,373)

(250,620)

(38,780)

(296,417)

57,709

(934)

1,202

21,915

21,714

20,067

162

23,226

145,061

59,754

(74)

7,704

(4,483)

12,902

11,231

64,547

151,581

(31,456)

(20,964)

34,387

14,789

(663)

2,333

19,390

26,407

45,797

23,195

11,095

1,104

88,756

2,701

105,887

1,112

106,999

Total Net Deferred Tax Assets / (Liabilities)

(1) 242,994

52,136

(2) 190,858

(2) 258,580

(1) Comprises Deferred Tax Assets in the amount of
Ps. 298,134,997 and Deferred Tax Liabilities in the
amount of Ps. 55,140,623 as of December 31, 2014,
disclosed in the Consolidated Balance Sheet.
(2) Includes Ps. 4.3 million and Ps. 7.8 million as of
December 31, 2014 and 2013, respectively, related to
the Deconsolidation of subsidiaries. See Note 13.

As of December 31, 2014, the Company’s and
its subsidiaries’ accumulated consolidated tax
loss carryforwards amounted to approximately
Ps. 607,225 thousand, which calculated at
the current tax rate, represent deferred tax assets
in the amount of approximately Ps. 212,528
thousand. The following table shows the
expiration date of the accumulated tax loss
carryforwards pursuant to statutes of
limitations (amounts stated in thousands of
Argentine Pesos):

Expiration year

Amount of Tax

Loss Carryforward

2014

2015

2016

2017

2018

2019

3,787

6,444

22,305

14,838

181,394

378,457

The Company estimates that the tax loss
carryforwards are recoverable for the net
amounts disclosed.

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Note 8

Provisions and other contingencies

8.1 Regulatory Framework
a. SCI Resolution No. 50/10 approved certain
rules for the sale of pay television services.
These rules provide that cable television
operators must apply a formula to estimate their
monthly subscription prices. The price arising
from the application of the formula was to
be informed to the Office of Business Loyalty
(Dirección de Lealtad Comercial) between
March 8 and March 22, 2010. Cable television
operators must adjust such amount semi-
annually and inform the result of such
adjustment to said Office.

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

Even though Cablevisión, like other companies
in the industry, has strong constitutional
arguments to support its position, it cannot be
assured that the final outcome of this issue
will be favorable. Therefore, Cablevisión
and/or some of its subsidiaries may be forced
to modify the price of their pay television
subscription, a situation that could significantly
affect the revenues of their core business.
This creates a general framework of uncertainty
over the business of Cablevisión and/or some
of its subsidiaries that could significantly
affect the recoverability of their relevant assets
included in these consolidated financial
statements and Grupo Clarín S.A.’s assets
related to its investment in Cablevisión.
Notwithstanding the foregoing, as of the date
of these financial statements, in accordance
with the decision rendered on August 1, 2011
in re "LA CAPITAL CABLE S.A. v/ Ministry
of Economy-Secretary of Domestic Trade",
the Federal Court of Appeals of the City of
Mar del Plata has ordered the SCI to suspend
the application of Resolution No. 50/10 with

respect to all cable television licensees
represented by the Argentine Cable Television
Association ("ATVC", for its Spanish acronym).
Upon being served on the SCI and the
Ministry of Economy on September 12, 2011,
such decision became fully effective and may
not be disregarded by the SCI.

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

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

Cablevisión believes that Resolution No. 36/10
is illegal and arbitrary, since it is grounded
on Resolution No. 50/2010, which is absolutely
null and void. Since the application of
Resolution No. 50/10 has been suspended,
the application of Resolution No. 36/2011,
which falls within the framework of the
former, is also suspended.

The claim filed by Cablevisión seeking the
nullification of Resolution No. 50/2010
is currently pending before the Federal
Administrative Court of First Instance No. 7
of the City of Buenos Aires.

Subsequently, the SCI issued Resolutions Nos.
65/11, 92/11, 123/11, 141/11, 10/11, 25/12,

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

On January 13, 2012, the Secretariat of
Domestic Trade issued Resolution No. 2/2012
granting Cablevisión 24 hours to resume service
to those subscribers who had duly paid their
subscription fee in the amount established by
the National Government. In its sixth section,
the Resolution provides that if the company
does not comply with its obligations thereunder,
penalties may be imposed as provided by Law
20,680. On February 10, 2012, Cablevisión
received a fine of Ps. 1 million for alleged non-
compliance with such Resolution. Such fine has
been appealed but no decision has been
rendered on the matter yet.

On April 23, 2013, Cablevisión was served
notice of a decision rendered in re
“Ombudsman of Buenos Aires v. Cablevisión
S.A. on Complaint for the protection of
constitutional rights Law 16,986 (Motion for
Preliminary Injunction)” pending before Federal
Court No. 2, Civil Clerk’s Office No. 4 of
the City of La Plata in connection with the
price of cable television subscriptions, whereby
the court imposed a cumulative daily fine of
Ps. 100,000 per day on Cablevisión.

Cablevisión appealed the fine on the grounds
that Resolution No. 50/10 issued by
Mr. Moreno, as well as its extensions and/or
amendments were suspended, as mentioned
above, by an injunction with respect to
Cablevisión and its branches and subsidiaries

prior to the imposition of the fine; pursuant
to the collective injunction issued by the
Federal Court of the City of Mar del Plata on
August 1, 2011 in re “La Capital Cable and
Others v. National Government and Others on
Preliminary Injunction”. That injunction
suspended the application of all the criteria set
by the Secretary of Domestic Trade under
Mr. Guillermo Moreno.

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

On June 11, 2013, Cablevisión was served
notice of a resolution rendered in the
abovementioned case; whereby the court
ordered the appointment of an expert overseer
(perito interventor) specialized in economic
sciences to: (i) verify whether or not the invoices
corresponding to the basic cable television
subscription issued by the Company to
subscribers domiciled in the Province of Buenos
Aires, are actually prepared at the headquarters
located at Gral. Hornos 690, and/or at the
Company’s branch offices, precisely detailing
that process, (ii) identify the individuals
responsible for that area, (iii) determine
whether or not the administrative actions
tending towards the effective compliance with
the injunction issued on that case are
underway, and (iv) identify the senior staff of
the Company that must order the invoice
issuance area to prepare the invoices as decided
under that injunction.

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

For the purposes of enforcing the injunction,
the court issued letters rogatory to the
competent judge of the City of Buenos Aires.
Upon the initiation of that proceeding, both
the National Court on Federal Administrative
Matters and the National Court on Federal
Civil and Commercial Matters declined
jurisdiction to enforce the injunction ordered

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by the Federal Judge of La Plata. Cablevisión
has appealed the decision in connection
with the lack of jurisdiction in due time
and form. Chamber No. 1 of the National
Court of Appeals on Federal Civil and
Commercial Matters confirmed the appealed
decision. Accordingly, Cablevisión will file
an extraordinary appeal in due time and
form to have the case decided by the Supreme
Court of Argentina.

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

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

On September 23, 2014, the Supreme Court
of Argentina rendered a decision in re
"Application for judicial review brought by
the defendant in the case Municipality of
Berazategui v. Cablevisión S.A. on claim for
the protection of constitutional rights (acción
de amparo)" and ordered that the cases
related to these resolutions continue under
the jurisdiction of the Federal Court of
Mar del Plata that had issued the decision on
the collective action in favor of ATVC.

Decisions made on the basis of these
consolidated financial statements should
consider the eventual impact that the

above-mentioned resolutions might have on
Cablevisión and its subsidiaries, and the
Company’s consolidated financial statements
should be read in light of such uncertainty.

b. On August 19, 2010 the Media Secretariat
issued Resolution No. 100/2010, whereby it
revoked the license that had been granted to
Fibertel. Cablevisión believes that this resolution
is an absolutely null and void administrative act.
Its language contradicts express provisions of
the National Constitution, of Law No. 19,550
(Argentine Business Associations Law), Decrees
Nos. 1,185/90 and 764/00 and Law No. 19,549
of Administrative Procedures, among others.
The Resolution disregards the several filings
made by Cablevisión with the Media Secretariat
requesting such agency to issue an
administrative act evidencing that Cablevisión,
pursuant to section 82 of the Argentine Business
Associations Law, is the successor of Fibertel
and, therefore, the holder of the exclusive
telecommunication service license and of the
registrations that had been previously granted
to Fibertel. More than eight years after that
request, in spite of the existence of a draft of a
favorable decision in the case file, with a
completely arbitrary attitude that contradicts
other precedents of the same agency and
without prior notice that would have allowed
Cablevisión to exercise its defense right, the
SECOM ordered that the license be revoked
and that the users migrate within 90 days of the
resolution’s notification. On August 26, 2010
Cablevisión filed an appeal requesting the
reversal of the resolutions, and if such appeal is
rejected, a subsidiary appeal against that
Resolution before the highest administrative
authority. The appeal was dismissed pursuant to
SECOM Resolution No. 132/2010 dated
October 7, 2010. However, since Cablevisión
had filed a subsidiary appeal to have the case
heard by the highest administrative authority,
the file was submitted to the Ministry of Federal
Planning, Public Investment and Utilities.
As of the date of these financial statements,
this appeal is pending resolution.

On February 24, 2011, Chamber No. 3
of the Federal Court of Appeals on Civil and
Commercial Matters of the City of Buenos
Aires, in re “ANTITRUST ASSOCIATION V.
NATIONAL GOVERNMENT
MEDIA SECRETARIAT ON COMPLAINT
FOR THE PROTECTION OF
CONSTITUTIONAL RIGHTS” confirmed

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the decision rendered in the first instance,
stating that the National Government, Media
Secretariat, shall refrain from disrupting or
limiting in any way the Internet access services
offered by Cablevisión. It also partially amended
the above decision by broadening its effects,
ordering the National Government to refrain
from enforcing Resolution No. 100/10,
thus allowing new customers to subscribe to the
Internet access services offered by Cablevisión.

On December 16, 2011, Federal Civil
and Commercial Court No. 3, Clerk’s Office
No. 5 issued a related injunction in
re “CABLEVISION S.A. v. NATIONAL
GOVERNMENT ON COMPLAINT
FOR THE PROTECTION OF
CONSTITUTIONAL RIGHTS”, ordering the
suspension of the effects of SECOM Resolution
No. 100/10 and also guaranteeing new
subscribers the possibility to subscribe to the
Internet Access service offered by Cablevisión.

On December 20, 2011, at the request of
Cablevisión, a new preliminary injunction was
issued in re “CABLEVISION S.A. v.
National Government – Argentine Secretariat
of Communications on COMPLAINT
FOR THE PROTECTION OF
CONSTITUTIONAL RIGHTS”. On the
basis of the above-mentioned precedent, and on
the existing connection between the subject
matters of both cases, as alleged by Cablevisión,
the injunction ordered the suspension of the
effects of SECOM Resolution No. 100/10.
The National Government filed an appeal with
Chamber No. 3 of the National Court of
Appeals on Federal Civil and Commercial
Matters. Subsequently, on October 23, 2014,
the preliminary injunction was ratified by
the National Court of Appeals.

Due to the imminent possibility that the
application of Law No. 26,522 will affect the
assets used to provide Internet access
services, within the framework of this same
file Cablevisión requested the extension of the
scope of the effective injunction, which was
granted on December 6, 2012. Such extension
entailed notifying AFSCA of the injunction
that prevents it from affecting in any way
the Internet access services offered by
Cablevisión. That decision was subsequently
revoked by Chamber No. 3 of the National
Court of Appeals on Federal Civil and
Commercial Matters.

Based on the decisions rendered by Chamber
No. 3 on the above-mentioned preliminary
injunctions, Cablevisión is authorized
to continue to render the telecommunication
services granted to Fibertel.

Cablevisión will resort to all available
administrative and judicial remedies in order
to have SECOM Resolution No. 100/2010
declared null and void. Even though
Cablevisión has strong grounds that support
its position, it cannot be assured that the
final outcome of this issue will be favorable.

On September 10, 2010, the National
Administration of Domestic Trade notified
Cablevisión that a Ps. 5 million fine had
been imposed for promoting the Fibertel service
without being the holder of the license (Section
7 of Law No. 24,240), for the impossibility
of honoring the promotion offered to
undetermined potential consumers (Section 7
of Law No. 24,240), for providing wrong
information to the customers (Section 4 of Law
No. 24,240), and for the impossibility of
honoring promotions because Cablevisión was
not the holder of the Fibertel license (Section
19 of Law No. 24,240). Cablevisión appealed
such decision in due course, since it believes
it has sufficient arguments in its favor. The
file was assigned No. 1,276 and is pending
before Chamber No. 2 of the Court of Appeals
on Administrative Matters.

On April 17, 2012 the appeal was partially
granted, reducing the fine to Ps. 380,000.
Notwithstanding the foregoing, Cablevisión
filed an appeal with the Supreme Court
of Argentina in due time and form against such
decision. On July 12, 2012, Chamber No.
2 of the National Court of Appeals on Federal
Administrative Matters decided to dismiss
the appeals filed by both parties.

Cablevisión filed an appeal against the above-
mentioned dismissal since it believes it has
sufficient grounds to have the fine revoked.
However, Cablevisión cannot assure that
the outcome of the appeal will be favorable.

Since the appeal does not have staying effects,
on October 18, 2012 the National
Administration of Domestic Trade ordered
Cablevisión to pay within ten (10) business days
the fine reduced by Chamber No. 2. On
October 29, 2012 Cablevisión settled the fine

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in the amount of Ps. 380,000 and compliance
was recorded in the file.

filed its response, which is pending analysis by
such agency.

c. Pursuant to the Antitrust Law and to
Broadcasting Law No. 22,285, the transactions
carried out on September 26, 2006 that
resulted in an increase in the indirect interest
the Company held in Cablevisión to 60%,
Cablevisión’s acquisition of 98.5% of
Multicanal and 100% of Holding Teledigital,
and Multicanal’s acquisition of PRIMA
(from PRIMA Internacional (now CMD)),
required the authorization of the CNDC
(validated by the SCI), and the COMFER.
On October 4, 2006, the Company, Vistone,
Fintech, VLG and Cablevisión, as purchasers,
and AMI CV Holdings LLC, AMI Cable
Holdings Ltd. and HMTF-LA Teledigital Cable
Partners LP, as sellers, filed for the approval
of the acquisition. After several requests
for information, the SCI issued Resolution No.
257/07, with a prior opinion of the CNDC
in favor of the approval of the above-mentioned
transactions and after consulting the
COMFER and the SECOM, which did not
raise any objections. The Company was served
notice in this respect on December 7, 2007.
Such Resolution was appealed by five entities.
As of the date of these financial statements,
the CNDC has dismissed the five appeals filed
against the above-mentioned resolution.
Four of the entities filed direct appeals before
the judicial branch. Three of those appeals were
dismissed and one is still pending resolution.

Cablevisión believes that if the CNDC acts
as it did in the case of the three dismissed direct
appeals, the fourth appeal is unlikely to be
admitted.

On June 11, 2008, Cablevisión was served with
a decision of the National Court of Appeals
on Federal Civil and Commercial Matters
revoking a decision rendered by the CNDC on
September 13, 2007, whereby such agency
had dismissed a claim filed by Gigacable S.A.
prior to the December 7, 2007 decision referred
to above. The Court of Appeals revoked
CNDC’s decision only with respect to matters
relating to the conduct of Cablevisión and
Multicanal prior to CNDC’s authorization of
the transactions on December 7, 2007, and
ordered an investigation to determine whether
a fine should be imposed on Cablevisión and
Multicanal due to such conduct. As of the date
of these financial statements, Cablevisión has

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

The merger commitment was executed on
February 12, 2009 and was filed with the
CNV pursuant to applicable regulations that
require administrative approval. As of the
date of these financial statements, such merger
is pending administrative approval by the
CNV and registration with the IGJ.

On September 3, 2009, the COMFER issued
Resolution No. 577/09 whereby it withheld
approval of Cablevisión’s merger with
Multicanal S.A.

On September 8, 2009, Multicanal was served
with CNDC Resolution No. 106/09, dated
September 4, 2009, whereby the CNDC
ordered an audit to articulate and harmonize the
several aspects of Resolution No. 577/09 issued
by the COMFER with Resolution No. 257/07
issued by the Secretariat of Domestic Trade.
Resolution No. 106/09 also sets forth that the
notifying companies shall not, from the
enactment thereof and until the end of the audit
and / or resolution of the CNDC, be able to
remove or replace physical or legal assets.

On September 17, 2009 Judge Dr. Esteban
Furnari of the National Court on Federal
Administrative Matters No. 2, in re “Multicanal
and Other v. Conadeco- Decree 527/05 and
other on Proceeding leading to a declaratory
judgment”, ordered the suspension of the effects
of COMFER Resolution No. 577/09, of
CNDC Resolution No. 106/09, and any other
act resulting therefrom, until a final decision
was rendered in the case.

On October 23, 2009, the court decision that
had suspended the effects of COMFER
Resolution No. 577/09 and CNDC Resolution
No. 106/09 was revoked by Chamber No. 3 of

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the National Court of Appeals on Federal
Administrative Matters, in re “Multicanal and
Other v. Conadeco- Decree 527/05 and
other on Proceeding leading to a declaratory
judgment”. Therefore, the calculation of
the suspended terms was automatically resumed.
On that basis, on December 1, 2009,
Cablevisión ratified the filing it had made
with the COMFER at the time of the merger,
and specified the licenses to which it had
decided to maintain title. On December 16,
2009, the Chamber No. 3 of the National
Court of Appeals on Federal Administrative
Matters, in re "Multicanal and other v.
CONADECO Decree 527/05 and other on
Proceeding leading to a declaratory judgment"
File No. 14,024/08, granted the extraordinary
appeal filed by Multicanal and Grupo Clarín
against the decision rendered by that same court
on October 23, 2009. With the granting of
that appeal, Cablevisión’s preliminary injunction
regained full force and effect. Accordingly, on
January 8, 2010 Cablevisión notified such
circumstance to the COMFER.

Subsequently, on March 9, 2011, the Supreme
Court of Argentina in re “MULTICANAL
and Other v./ CONADECO - Decree 527/05
and other on/Proceeding leading to a
declaratory judgment”, granted the appeal by
right and the extraordinary appeal filed by the
National Government and revoked the decision
rendered by Chamber No. 3 of the National
Court of Appeals on Federal Administrative
Matters, which had confirmed the preliminary
injunction requested by Cablevisión in the first
instance. Notwithstanding the foregoing,
Cablevisión believes that this matter does not
have a material impact on the merits of the case.

Notwithstanding the required filings made
by Cablevisión and its shareholders to prove
that they were complying with the commitment
agreed with the CNDC on December 7, 2007
(date on which the SCI granted authorization),
on September 23, 2009, the SCI issued
Resolution No. 641, whereby it ordered the
CNDC to verify compliance with the
parties’ proposed commitment by visiting the
parties’ premises, requesting reports, reviewing
documents and information and carrying out
hearings, among other things.

On December 11, 2009, Cablevisión notified
the CNDC of the completion and
corresponding verification of the fulfillment of

the voluntary undertakings made by Cablevisión
at the time of the enactment of SCI Resolution
No. 257/07. On December 15, 2009, Chamber
No. 2 of the National Court of Appeals on
Federal Civil and Commercial Matters issued
a preliminary injunction in re “Grupo Clarín
S.A. v. Secretariat of Domestic Trade and other
on preliminary injunctions” (case 10,506/09),
partially acknowledging the preliminary
injunction requested by Grupo Clarín, and
instructing the CNDC and the SCI to notify
Grupo Clarín whenever their own verification
of Cablevisión’s fulfillment of its undertakings
had been concluded, regardless of the result.
Should such agencies have any observations,
they should notify Grupo Clarín within a
term of 10 days. On the same date, the CNDC
issued Resolution No. 1,011/09 whereby it
deemed Cablevisión’s voluntary undertakings
unfulfilled and declared the rescission of
the authorization granted under Resolution
No. 257/07.

On December 17, 2009, the National Court
of Appeals on Federal Commercial-Criminal
Matters, Chamber A, decided to suspend
the term to appeal Resolution No. 1,011/09
until the main case was transferred back to the
CNDC, considering it had been in such
court since December 16, 2009.

On December 17, 2009, the CNDC notified
Cablevisión of the initiation of the motion
for execution of Resolution No. 1,011/09.
On December 18, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil
and Commercial Matters issued an injunction
in re “Grupo Clarín S.A. v. Secretariat of
Domestic Trade and other on preliminary
injunctions”, which suspended the effects of
Resolution No. 1,011/09 until the notice set
forth in the injunction of December 15, 2009
was served. Accordingly, the CNDC served
notice to Cablevisión by means of Resolution
No. 1,101/09.

On December 30, 2009, Chamber No. 2 of
the National Court of Appeals on Federal
Civil and Commercial Matters issued a
preliminary injunction in re “Grupo Clarín S.A.
v. Secretariat of Domestic Trade and other
on preliminary injunctions”, partially
acknowledging Grupo Clarín’s request and
suspending the term for Grupo Clarín to
respond to Resolution No. 1,101/09 until
Grupo Clarín is granted access to the

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administrative proceedings related to the charges
brought by the CNDC in its Opinion No.
770/09 (on which Resolution No. 1,011/09
was based).

On February 19, 2010, Cablevisión requested
the nullification of the notice, and as a default
argument, submitted the response requested
under Resolution No. 1,101/09. On February
26, 2010, the National Court of Appeals on
Federal Commercial-Criminal Matters approved
the recusation filed by Cablevisión and excluded
the Secretary of Domestic Trade from the
proceedings.

On March 3, 2010, the Argentine Ministry
of Economy and Public Finance issued
Resolution No. 113 (subscribed by the Minister
of Economy, Dr Amado Boudou) rejecting
the request for the nullification of Resolution
No. 1,011/09, the requests for abstention
and excusation of certain officials, and all the
evidence produced in connection with
such request for nullification. The voluntary
undertakings made by Cablevisión under
Resolution No. 257/07 were deemed unfulfilled,
thus declaring the rescission of the authorization
granted under such resolution. The parties
involved were ordered to take all necessary
actions to comply with such rescission within a
term of nine months, and to inform the CNDC
about the progress made in that respect on
a monthly basis. Such resolution was appealed
in due time and form. The appeal was granted
without staying the execution of judgment.

The appeal is currently pending before
Chamber No. 1 of the National Court of
Appeals on Federal Civil and Commercial
Matters in re “AMI CABLE HOLDING and
other on/ Appeal of the National Antitrust
Commission Resolution” (File No. 2,054/2010).
Chamber No. 1 has to render a decision on
various excusations and recusations of the
judges of Chamber No. 2 of the National Court
of Appeals on Federal Civil and Commercial
Matters. Once a decision has been rendered
in that regard, the Court of Appeals will have
to render a decision on the appeal.

filed by the COMFER, which shall bear the
legal costs incurred. On December 13, 2012
the draft notice of such decision was submitted
to the Court, which then issued the official
notice on December 26, 2012. Together with
the draft notice, a request was submitted to
set the preliminary hearing (before the discovery
proceedings). Such dismissal was appealed
by the COMFER and ratified by the Court of
Appeals. Subsequently, the judge ordered
discovery proceedings. As of the date of these
financial statements, the proceeding was at
the discovery stage. The COMFER reported
a new fact (AFSCA Resolution No. 193/2014).
The new fact report was responded by
Cablevisión and admitted by the court. In its
decision, the Court held that the parties
have different criteria about the interpretation
of such resolution.

On April 20, 2010, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed
by Grupo Clarín S.A. in re “Grupo Clarín on
delay in the appeal of the proceedings”, and
decided that the appeal granted by the CNDC
to Grupo Clarín S.A. against Resolution No.
113/10 had the effect of staying such resolution.

The National Government filed an appeal
asking that the Court of Appeals revoke its
own decision with respect to the effect granted
to the April 20 decision, and that it decline
its jurisdiction. It also filed an extraordinary
appeal. Both appeals were dismissed. Chamber
No. 2 requested the administrative file and
the Court’s decision is pending. Cablevisión
considers that it has strong grounds to have the
effects of the above Resolution suspended
and therefore has brought the relevant legal
actions. However, it cannot assure that the
outcome will be favorable.

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

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it became universal successor under the
corporate business reorganization process; ii) the
exercise of an option for one of the licenses in
each of the locations where it held multiple
licenses, and iii) the relinquishment of original
licenses and extensions so as to eliminate
the multiple licenses accumulated in each of
the locations where it held multiple licenses.
As a result of such corporate business
reorganization process, Cablevisión became the
universal successor of 158 licenses to exploit
Supplementary Services in several locations
(pursuant to section 44, subsection b) of Law
22,285. To avoid having multiple licenses,
Cablevisión informed the COMFER about its
irrevocable intention to relinquish a total
of 78 licenses (including original licenses and
extensions) so as to eliminate all the
supplementary service licenses that exceeded
the limit set for supplementary services
in each location (which was one license
per designated area). Notwithstanding the
foregoing, through Resolution No.
577/COMFER/09, the COMFER illegitimately
decided to withhold approval of the merger
requested by Cablevisión, requesting
Cablevisión to submit a divestiture plan on
the grounds that the license relinquishments
spontaneously communicated by that
company were not sufficient. (See Note 8.1.d).

f. On May 23, 2011, Supercanal S.A. filed a
claim for the protection of constitutional rights
(acción de amparo) before the Federal Court
of Mendoza against Cablevisión, Grupo Clarín
and other co-defendants, requesting that they
refrain from exercising alleged anti-competitive
practices and that the assets, liabilities and
businesses that used to belong to Multicanal
and that were subsequently merged into
Cablevisión (see Note 8.1.d.) be separated from
the other assets, liabilities and businesses of
Cablevisión and transferred to third parties.

company’s management required for
the effective enforcement of the duties to be
fulfilled by the Board of Directors, and also
report on a monthly basis to the court about
his/her performance. Such court-appointed
supervisor (interventor) and co-administrator
shall have the obligation to perform the
necessary functions aimed at fulfilling the
actions ordered pursuant to the injunction.

Cablevisión filed an appeal against such
injunction and presented the grounds for
its defense in due time and form. Cablevisión
also requested the replacement of such
injunction with another less burdensome one
that could largely cover the risks alleged by
Supercanal in its claim.

On April 26, 2012, the Federal Court of
Appeals of Mendoza, Chamber A, dismissed
the appeal filed by Cablevisión against the
decision of December 16, 2011, but extended
the term to divest the assets, liabilities and
businesses of Multicanal that had been merged
into Cablevisión to 120 days. The court also
dismissed the request to replace the injunction.

Cablevisión believes it has strong grounds
to defend its position. Therefore, it has already
informed the Court that it will file an appeal
with the Supreme Court of Argentina against
such decisions. Notwithstanding the foregoing,
Cablevisión cannot assure the outcome of
this appeal.

On August 14, 2012, Cablevisión was served
notice of a decision rendered by Chamber
No. 2 of the National Court of Appeals on
Federal Civil and Commercial Matters of the
City of Buenos Aires (“the Court of Appeals”)
on August 13, 2012; whereby that court
declared the existence of a connection between
the case brought by Supercanal S.A. in the
Province of Mendoza and the appeal of
MECON Resolution No. 113/10 (“Ami Cable
Holding LTD and other on/ Appeal of the
National Antitrust Commission Resolution).
The Court of Appeals stated that the hearing of
the case in the Province of Mendoza gives rise
to an atypical jurisdictional issue that affects the
correct rendering of justice in the case and the
powers of said Court of Appeals. The Court
of Appeals therefore ordered Federal Court No.
2 of Mendoza to send the file so that the case
could continue under the jurisdiction of the
Federal Courts on Civil and Commercial

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Matters of the City of Buenos Aires. Federal
Court No. 2 of Mendoza and the Federal Court
of Appeals of Mendoza were served notice of
said order on the same date and both of them
rejected it, giving rise to a jurisdictional conflict
between Chamber No. 2 of the Court of
Appeals and Federal Court No. 2 of Mendoza.

Pursuant to Section 24, subsection 7 of
Decree/Law No. 1285/58, if a jurisdictional
conflict arises between a federal judge of a given
jurisdiction and a Federal Court of Appeals
of a different jurisdiction, said conflict must be
resolved by the Argentine Supreme Court.

After having been served notice of the decision
of Chamber No. 2 of the Court of Appeals, on
August 17, 2012, Judge Walter Bento of Federal
Court Nº 2 of Mendoza issued an order to
notify Cablevisión of an extension of the scope
of the injunction issued in re “Supercanal S.A.
v. Cablevisión S.A. and other on Claim for
the protection of constitutional rights (acción
de amparo)”. Under this injunction, the judge
ordered the removal of the Board of Directors
of Cablevisión and its replacement with a
court-appointed administrator (interventor)
whose role was to fulfill court orders. However,
in response to the claim brought by
Cablevisión on August 21, 2012 with the
Argentine Supreme Court in connection with
the abovementioned jurisdictional conflict,
the Supreme Court ordered the immediate
suspension of the proceedings until a decision
is rendered on the jurisdictional conflict.

Notwithstanding this, Cablevisión and its legal
advisors believe that the order issued on
August 17, 2012 is irregular and that it may
not be deemed a valid notice, because it should
have been issued within the framework of
the proceedings pending with the Federal Court
on Civil and Commercial Matters of the City
of Buenos Aires, rather than being served at a
domicile established in the city of Mendoza.

All these proceedings are suspended and were
sent to the Argentine Supreme Court for it to
render a decision on the jurisdictional conflict.

anti-competitive practices and in respect
of which the judge had ordered, among other
things, the appointment of a court-appointed
supervisor (interventor) and co-administrator
in that company and the separation of that
company’s assets.

g. On October 21, 2010, the National
Administration of Domestic Trade served notice
to Cablevisión of (i) a fine of Ps. 5 million
for failing to comply with the duty to inform
(Section 4 of Law 24,240) concerning one
of its promotions and (ii) a fine of Ps. 500,000
for infringing Section 2, subsection c) of
Decree 1153/95 of the regulations to Section
10 of Law 22,802. Cablevisión appealed the
fine because it believed it had strong arguments
in its favor. The file was assigned No. 1281 and
submitted to Chamber No. 2 of the National
Court of Appeals on Federal Administrative
Matters. On October 4, 2011, the Court of
Appeals partially affirmed Resolution 739/10
and reduced the fine to Ps. 2.2 million,
imposing 75% of the legal costs on Cablevisión.
On October 13, 2011 Cablevisión filed a
Federal Ordinary appeal with the Supreme
Court of Argentina and on October 20, 2011 it
filed a federal extraordinary appeal with that
same court in the event that the ordinary appeal
may be dismissed.

On October 21, 2011, Chamber No. 2
of the National Court of Appeals on Federal
Administrative Matters granted the ordinary
appeal and the legal brief was submitted
in due time and form.

On August 7, 2012 the Supreme Court of
Argentina decided that the Ordinary Appeal had
been wrongly granted.

On December 13, 2012 the Court of Appeals
dismissed the appeal filed by Cablevisión, and
imposed court costs on Cablevisión.

On December 20, 2012 Cablevisión filed an
appeal against the above-mentioned dismissal
since it believed it had sufficient grounds
to have the fine revoked. However, Cablevisión
cannot assure that the outcome of the appeal
will be favorable.

On July 29, 2013 Cablevisión settled the
fine in the amount of Ps. 2.2 million and its
compliance was recorded in the file.

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h. On May 31, 2012, Cablevisión was served
notice of Resolution No. 16,819 dated
May 23, 2012 whereby the Argentine Securities
Commission (CNV, for its Spanish acronym)
ordered the initiation of summary proceedings
against Cablevisión and its directors, members
of the Supervisory Committee and the
Head of Market Relations for an alleged failure
to comply with the duty to inform. The CNV
considers that Cablevisión failed to comply
with its duty to inform because the investor
community was deprived of its right to become
fully aware of the grounds of a decision
rendered by the Federal Court of Mendoza
and the scope of the powers granted by
that court to the co-administrator appointed
in re “Supercanal S.A. v. Cablevisión S.A.
on protection of constitutional rights”, in
addition to the fact that other self-regulated
authorities were allegedly not notified
of the information furnished by Cablevisión.
On June 25, 2012, Cablevisión filed a response
requesting that its defenses be sustained and
all charges dismissed. On February 6, 2014
Cablevisión submitted the legal brief for the
purpose of discussing the evidence submitted
under File No. 171/2012. Now the CNV’s
Board of Directors has to render its decision.
Cablevisión and its legal advisors believe that
the company has strong arguments in its favor.
Nevertheless, Cablevisión cannot assure that
the outcome of the said summary proceedings
will be favorable.

i. Pursuant to CNV Resolution No. 16,834
dated June 14, 2012 notified to the Company
on June 27, 2012, the CNV ordered the
initiation of summary proceedings against the
Company and the members of its Board of
Directors, Supervisory Committee and Audit
Committee in office at the time of the
occurrence of the events that motivated the
proceedings (September 19, 2008) for alleged
failure to comply with the duty to inform.
Under said Resolution, the CNV argues that
the Company allegedly failed to comply with
the duty to disclose the filing of a claim
against it entitled “Consumidores Financieros
Asociación Civil para su defensa and other
v. Grupo Clarín on/Ordinary”, which the CNV
considers relevant. On July 25, 2012,
Cablevisión filed a response petitioning that its
defenses be sustained and that all charges
against it be dismissed. The Company and its
legal advisors believe that the company has

strong arguments in its favor. Nevertheless,
Cablevisión cannot assure the outcome of said
summary proceedings.

j. The Executive Branch of Uruguay issued
Decree No. 73/012, published in the Official
Gazette on March 16, 2012, whereby it
expressly repealed Decree No. 231/011, which
had revoked certain signals’ broadcast
frequencies. However, the new decree ratified
and repeated – virtually in identical terms -
the decree that was being repealed, and added
certain provisions that caused further detriment
to the two affected companies with which a
subsidiary of Cablevisión has contractual
arrangements in place. Consequently, on March
23, 2012 the affected companies filed an
appeal requesting that Decree No. 73/012 be
revoked. The appeal is still pending resolution.

In May 2012, the aforesaid companies
brought a legal action with the Court in
Administrative Litigation Matters requesting
the nullification of the resolution and the
suspension of its execution. This motion to
suspend the execution of the challenged
resolution was brought as a separate case, and
progressed through the corresponding
instances. The Office of the Attorney General
for Administrative Litigation Matters, in
its opinion No. 412/013 advised the Court
on Administrative Litigation Matters to grant
the motion to suspend the execution of the
challenged resolution for formal reasons,
but the Court dismissed the motion of
suspension. Notwithstanding the foregoing,
as of the date of these financial statements, the
government authority has not yet enforced
the decree.

On September 30, 2014, the Court on
Administrative Litigation Matters through its
decisions No. 416/2014 and No. 446/2014
revoked for formal reasons Decrees No. 73/012
and No. 231/011, respectively.

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with no possibility to bring any claim in
connection thereto; 3) use of existing stations
must cease within 18 months of their award to
mobile service operators; 4) both companies are
expressly authorized to increase the number of
TV signals (stations) included in their respective
services making use of digitization techniques;
5) both companies shall submit before the
Communication Services Regulatory Agency
(“URSEC”, for its Spanish acronym), within a
fixed term of 60 calendar days as from the date
of publication of the Decree, a technical plan
for the migration and release of stations, which
plan shall be assessed and approved by such
agency; 6) the Bidding Terms governing the bid
for frequency bands that were owned by
both companies shall include an economic
compensation mechanism for both companies
to cover the expenses incurred in adapting
their systems to the new stations awarded to
them, in the amount of USD 7,000,000.

k. On June 4, 2012, the Federal Court of
Appeals of Rosario partially confirmed
SCI Resolution No. 219/2010, whereby the
Secretary of Domestic Trade found that
Cablevisión and Multicanal had engaged in
market sharing practices in connection with the
paid-television service in the City of Santa Fe
and reduced the fine imposed on each of the
companies involved from Ps. 2.5 million to Ps.
2 million. However, this decision is not yet
final, because Cablevisión and Multicanal and
the Ministry of Economy filed appeals with the
Argentine Supreme Court, which are still
pending. On October 21, 2014, the Argentine
Supreme Court dismissed the appeals; therefore,
Resolution No. 219/10 became final.

The case is currently pending with the Court
of Appeals of Rosario, which shall order its
referral to the SCI. The SCI, in turn, shall serve
notice to the companies involved in order for
them to pay the fine.

l. On March 1, 2011, the SCI served notice
to Multicanal and Cablevisión of Resolution
No. 19/11 whereby the Secretary of Domestic
Trade found that both companies had engaged
in market sharing practices in connection
with the paid-television service in the City
of Paraná and imposed a fine of Ps. 2.5 million
on each of them. Cablevisión filed an appeal
in due time and form. This appeal was
dismissed by the Federal Court of Appeals of
Paraná. Therefore, Cablevisión filed an appeal

with the Argentine Supreme Court. On
November 4, 2011, the appeal of SCI
Resolution No. 19/11 filed by Cablevisión
with the Supreme Court was partially granted
by the Federal Court of Appeals of Paraná.

On August 30, 2012, the Argentine Supreme
Court dismissed the appeal filed by Cablevisión;
therefore, Resolution No. 19/11 became final.
The case is currently pending with the Court
of Appeals of Paraná, which shall order its
referral to the SCI. The SCI, in turn, shall serve
notice to the companies involved in order for
them to pay the fine.

m. Cablevisión, by itself and as successor
of Multicanal’s operations after the merger, is a
party to several administrative proceedings
under the Antitrust Law, facing charges of
anticompetitive conduct, including territorial
division of markets, price discrimination,
abuse of dominant position, refusal to deal
and predatory pricing, as well as a proceeding
filed by the Cámara de Cableoperadores
Independientes (Chamber of Independent
Cable Operators), challenging the transactions
consummated on September 26, 2006. While
Cablevisión believes that its conduct and that
of Multicanal have always been within the
bounds of the Argentine Antitrust Law and
regulations and that their positions in each of
these proceedings are reasonably grounded,
it can give no assurance that any of these cases
will be resolved in its favor.

n. On January 22, 2010, Cablevisión was served
notice of CNDC Resolution No. 8/10 issued
within the framework of file No. 0021390/2010
entitled “Official Investigation of Cable
Television Subscriptions (C1321)”. Pursuant to
this Resolution, Cablevisión, among other
companies, was ordered to refrain from
conducting collusive practices and, particularly,
from increasing the price of cable television
subscriptions for a term of 60 days, counted as
from the date compliance with all required
notices is certified in the records of the case.
As established by that Resolution, companies
that have already increased the price of the
subscriptions shall return to the price applicable
in November 2009 and maintain such price
for the abovementioned term.

On February 2, 2010, by means of Resolution
No. 13/10, the CNDC ordered Cablevisión to
refund to its subscribers in the March 2012

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invoices the amount of any price increase made
after the date of CNDC Resolution No. 8/10.

Cablevisión appealed both resolutions in due
time and form and their effects were suspended
by an injunction issued by Chamber No. 2
of the National Court of Appeals on Federal
Civil and Commercial Matters at the request of
Cablevisión. The National Government filed
an appeal with the Supreme Court against this
decision, and the appeal has been dismissed.

On October 4, 2011, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed
against both decisions in re “Cablevisión and
Other on Appeal against the Decision rendered
by the National Antitrust Commission” (File
1,473/2010), declaring Resolution No. 8/10
moot and nullifying Resolution No. 13/10.

The National Government filed an appeal
with the Supreme Court of Argentina against
the decision rendered by Chamber No. 2,
which was granted and is now pending before
the Supreme Court of Argentina.

o. On August 5, 2010, Cablevisión was served
with CNC Resolution No. 2,936/2010 within
the framework of Administrative Proceeding
File No. 2,940/2010, pursuant to which
Cablevisión and/or any other individual
or entity through which the services relating
to the licenses and registrations granted to
FIBERTEL S.A. ("Fibertel") may be rendered
shall refrain from adding new subscribers
and from altering the conditions under which
the services are currently rendered.

implement the above-mentioned corporate
business reorganization, on March 5, 2003, the
Argentine Communications Commission
and the SECOM were notified of the corporate
business reorganization for its acknowledgement.
The technical and legal areas of the Argentine
Communications Commission issued
a favorable resolution with respect to the
compliance with the requirements of current
regulations to register Fibertel’s license under
the name of Cablevisión. SECOM had a
term of 60 days to decide on the corporate
business reorganization. However, such agency
failed to render a decision as required by the
applicable regulations. Not until August 19,
2010 did SECOM issue Resolution No.
100/2010, revoking Fibertel’s license.

Cablevisión believes that the Resolution
is arbitrary and that it flagrantly violates due
process and its defense right. Therefore,
Cablevisión has appealed such resolution. No
decision has been rendered on the matter yet.

p. On October 28, 2010, Cablevisión was
served notice of the National Administration of
Domestic Trade’s resolutions imposing two fines
of Ps. 5 million each, for allegedly failing to
observe the typographic character requirements
under applicable regulations (Resolution
906/98) when informing its subscribers of the
increase in the price of their cable television
subscriptions. Cablevisión appealed the fines
on November 12, 2010 because it believes it has
strong grounds in its favor. However, it cannot
assure that the outcome will be favorable.
One of the files was assigned No. 1280 and
is pending before Chamber No. 1 of the Federal
Administrative Court of Appeals, and the
other one was assigned No. 1,278 and is
pending before Chamber No. 5 of the Federal
Administrative Court of Appeals.

q. The litigation brought before the Civil,
Commercial, Mining and Labor Court of the
City of Concarán, Province of San Luis, in
early 2007 in re “Grupo Radio Noticias SRL
v. Cablevisión and others”, is still pending
before the Federal Court in Administrative
Matters No. 2.

The purpose of that claim was to challenge
the share transfers mentioned in Note 8.1.c.
and to request the revocation of Cablevisión’s
broadcasting licenses. Cablevisión has responded
to such claim and believes it is very unlikely

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that it will be admitted. The claimant has
abandoned the claim it had brought, and the
claimant’s attorney must provide evidence of his
attorney powers.

r. The Government of the City of Mar del
Plata enacted Ordinance No. 9163, governing
the installation of cable television networks.
Such ordinance was amended and restated by
Ordinance No. 15,981 dated February 26,
2004, giving cable companies until December
31, 2007 to adapt their cable networks to the
new municipal requirements. The ordinance sets
forth that in those areas where street lighting
has underground wiring, cable television
networks are to be placed underground.
In this sense, the Executive Department of the
Municipality of General Pueyrredón has
submitted to the Municipal Council a proposed
ordinance extending the term provided until
December 31, 2015. Such ordinance is ready
for discussion by legislators. Even though
the ordinance provides for certain penalties that
may be imposed, the City has not imposed
such penalties to cable systems that are not in
compliance with such ordinance.

s. On November 27, 2012 the National
Administration of Domestic Trade served
Cablevisión with Resolution No. 308/2012,
whereby it imposed a Ps. 5 million fine
on that company alleging that it had failed to
comply with Section No. 4 of the Antitrust
Law (increase in the subscription price of
cable television services/wrongful information
provided by Customer Service, which informed
by mail that SCI Resolution No. 50/10 and
the supplementing resolutions are suspended
on grounds of unconstitutionality, when in fact
they have been suspended by an injunction).
On December 11, 2012 Cablevisión appealed
Resolution No. 308/2012. The administrative
file No. S01:0312056/2011 was sent by
the National Administration of Domestic Trade
to the National Court of Appeals on Federal
Administrative Matters. It is now pending
before Chamber No. 1 in re “Cablevisión SA
v. DNCI Res. 308/12 and Other” (File 140/13).
A decision has not been rendered yet.

Cablevisión and its legal advisors believe that the
company has strong arguments in its favor.
Nevertheless, Cablevisión cannot assure that the
revocation of the fine will be resolved in its favor.

t. On July 5, 2013, the National Administration
of Domestic Trade served notice to Cablevisión
of Resolution No. 134/2013, whereby it
imposed a fine of Ps. 500,000 for breach of
Section 2 of Resolution ex S.I.C. y M. No.
789/98, which regulates the Business Loyalty
Law No. 22,802. Cablevisión appealed that
resolution on July 16, 2013. The administrative
file was sent by the National Administration
of Domestic Trade to the National Court
of Appeals on Federal Administrative Matters.
It is now pending before Chamber No. 3 in
re “Cablevisión SA v. DNCI Res. 134/13 and
Other” (File 36044/13). On May 20, 2014,
Chamber No. 3 partially granted the appeal
filed by Cablevisión and reduced the fine to
Ps. 300,000 and ordered that each party shall
bear its own legal costs. On June 9, 2014,
Cablevisión filed an appeal with the Argentine
Supreme Court. On September 18, 2014,
Cablevisión was served notice of the
extraordinary appeal filed by the National
Government, and on October 2, 2014 that
company filed a response. On October 9, 2014,
the Chamber dismissed both appeals.

On October 8, 2010, the National
Administration of Domestic Trade served
notice to Cablevisión of Resolution No.
697/2010, whereby it imposed a fine of
Ps. 500,000 for breach of Section 21 of the
Business Loyalty Law No. 22,802. Cablevisión
appealed that resolution on October 26,
2010. The administrative file was sent by
the National Administration of Domestic Trade
to the National Court of Appeals on Federal
Administrative Matters. It is now pending
before Chamber No. 3 in re “Cablevisión SA
v. DNCI Res. 697/2010 (File S01:80822/10)
and Other” (File 1,277/2011). On December
29, 2011 the Court of Appeals dismissed
the appeal filed by Cablevisión, and imposed
court costs on Cablevisión. On February 22,
2012, Cablevisión filed an appeal with the
Argentine Supreme Court. The appeal was
dismissed by the Chamber on April 10, 2012.
On April 26, 2012, Cablevisión filed an
appeal against the above-mentioned dismissal.
The Supreme Court of Argentina granted
the appeal and revoked the decision against
which Cablevisión had filed the appeal
with legal costs to be borne by the National
Administration of Domestic Trade, and ordered
that the case be sent back to the court of

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first instance for it to render a new decision
based on the precedent indicated in its ruling.

u. On March 16, 2012, CNV issued Resolution
No. 16,765 whereby it ordered the initiation
of summary proceedings against Cablevisión,
its directors and members of the Supervisory
Committee for an alleged failure to comply
with the duty to inform. The CNV considers
that Cablevisión failed to comply with its
duty to inform because the investor community
was deprived of its right to become fully aware
of the Decision rendered by the Supreme Court
of Argentina in re "Application for judicial
review brought by the National Government
Ministry of Economy and Production of the
case Multicanal S.A. and other v/CONADECO
Decree No. 527/05” and other, and also
considers that Cablevisión did not disclose
certain issues related to the information required
by the CNV in connection with its Class 1
and 2 Noteholders’ Extraordinary Meetings
held on April 23, 2010. On April 04, 2012,
that company filed a response requesting that
its defenses be sustained and that all charges
against it be dismissed. The proceeding is now
in the discovery stage. Cablevisión and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure that the outcome of said
summary proceedings will be favorable.

8.2 Claims and Disputes with Governmental

Agencies
a. In connection with the decisions made at the
Company’s Annual Ordinary Shareholders’
Meeting held on April 28, 2011, on September
1, 2011 the Company was served with a
preliminary injunction in re “National Social
Security Administration v. Grupo Clarín S.A.
re ordinary proceeding” whereby the Company
may not in any way dispose, in part or in whole,
of the Ps. 387,028,756 currently recorded
under the retained earnings account, other than
to distribute dividends to the shareholders.

On the same date, the Company was served
with a claim brought by Argentina’s National
Social Security Administration requesting
the nullity of the decision made on point 7
(Appropriation of Retained Earnings) of the
agenda of the Annual Ordinary Shareholders’
Meeting held on April 22, 2010. As of the
date of these financial statements, the

Company has duly answered the complaint and
the intervening judge has ordered discovery
proceedings.

On November 1, 2011, the CNV issued
Resolution No. 593, which provides that at
shareholders’ meetings in which financial
statements are considered shareholders must
expressly decide to, either distribute as
dividends any retained earnings that are not
subject to distribution restrictions and
that may be disposed of pursuant to applicable
law or capitalize such retained earnings
and issue shares, or appropriate them to set up
reserves other than legal reserves, or a
combination of the above.

On July 12, 2013 the Company was served
notice of Resolution No. 17,131; dated
as of July 11, 2013 whereby the CNV declared
that the administrative effects of the decisions
adopted at the Annual Ordinary General
Shareholders’ Meeting held on April 25,
2013 were irregular and ineffective, based on
allegations that are absolutely false and
irrelevant. According to the Company and its
legal advisors, Resolution No. 17,131 is, among
other things, null and void, because it lacks
sufficient grounds and its enactment is a clear
abuse of authority and a further step in the
National Government’s attempt to intervene in
the Company. On October 11, 2013 Chamber
No. 5 of the National Court of Appeals on
Federal Administrative Matters issued a
preliminary injunction in re “Grupo Clarín S.A.
v. CNV – Resol No. 17.131/13 (File 737/13)”
File No. 29,563/2013, whereby it suspended
the effects of Resolution No. 17.131/2013
dated July 11, 2013 which had rendered
irregular and with no effect for administrative
purposes the Company’s Annual Ordinary
Shareholders’ Meeting held on April 25, 2013.
As of the date of these financial statements,
the preliminary injunction is still in effect.

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\of the decisions made at the Extraordinary
Meetings of Class A, B and A and B
Shareholders. As of the date of these financial
statements, the Company has filed a response
in due time and form.

On September 17, 2013 the Company was
served with a nullification claim brought by
Argentina’s National Social Security
Administration relating to the Annual Ordinary
Shareholders’ Meeting held on April 26, 2012
whereby it requested the nullity of all the
decisions made at such meeting and, as a default
argument, the nullity of the decisions made
on points 8 and 4 of that meeting’s agenda,
as well as the nullity of the decisions made at
the Extraordinary Meetings of Class A, B
and A and B Shareholders. As of the date of
these financial statements, the Company has
filed a response in due time and form.

On March 21, 2014, the Company was served
notice of a claim brought by Argentina’s
National Social Security Administration
in re “National Social Security Administration
v. GRUPO CLARÍN S.A. on Ordinary
Proceeding” File No. 74,429, pending before
the National Court of First Instance on
Commercial Matters No. 17, Clerk’s Office
No. 34. This claim seeks to nullify and
challenge the corporate decisions made at the
Shareholders’ Meeting held on April 25, 2013
and those made at the Board of Directors’
Meeting held on April 26, 2013. As of the date
of these financial statements, the term for filing
a response to the claim has been suspended.

On September 16, 2014, the Company
received a communication from its controlling
shareholder, GC Dominio S.A., whereby that
company informed that it had been summoned
to court as a third party in re “National Social
Security Administration v. Grupo Clarín S.A.
on Ordinary Proceeding”, pending before the
National Court of First Instance on Commercial
Matters No. 17, Clerk’s Office No. 33. As
of the date of these financial statements and
as informed by GC Dominio S.A., that
company has filed a response to the above-
mentioned claim.

b. The Argentine Federal Revenue Service
(“AFIP”) served the subsidiary CIMECO with a
notice challenging its income tax assessment
for fiscal years 2000, 2001 and 2002. In such

notice, the AFIP challenged mainly the
deduction of interest and exchange differences
in the tax returns filed for those years. If AFIP’s
position prevails, CIMECO’s maximum
contingency as of December 31, 2014 would
amount to approximately Ps. 12.3 million for
taxes and Ps. 33.8 million for interest.

CIMECO filed a response, which was dismissed
by the tax authorities. The tax authorities
issued their own official assessment and imposed
penalties. CIMECO appealed the tax
authorities’ resolution before the National Tax
Court on August 15, 2007.

During the year ended December 31, 2010,
CIMECO received a pro forma income
tax assessment from the AFIP for fiscal periods
2003 through 2007, as a consequence of
AFIP’s challenge to CIMECO’s income tax
assessments for the periods 2000 through 2002
mentioned above. CIMECO filed a response
before AFIP, rejecting such assessment and
requesting the suspension of administrative
proceedings until the Federal Tax Court renders
its decision on the merits.

During 2011, the AFIP served CIMECO with
a notice stating the income tax charges assessed
for years 2003 through 2007 and ordering
the initiation of summary proceedings. The
AFIP’s assessment shows a difference in its favor
in the Income Tax liability for the periods
indicated above for an amount in excess of
the amount that had been estimated originally,
as a result of the method used to calculate
certain deductions. CIMECO responded to
the assessment rejecting all of the adjustments
and requesting that the proceedings be
rendered without effect and filed, with no
further actions to be taken.

On April 26, 2012, the AFIP issued a new
official assessment comprising the fiscal years
2003 through 2007, in which it applied the
same method for the calculation as that used for
the administrative settlement, claiming a total
liability of Ps. 120 million. On May 21, 2012,
an appeal was filed with the Federal Tax Court.

CIMECO and its legal and tax advisors
believe CIMECO has strong grounds to defend
the criteria adopted in their tax returns and
that AFIP’s challenges will not be admitted by
the Federal Tax Court. Accordingly, CIMECO

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has not booked an allowance in connection
with the effects such challenges may have.

c. Since 2005, the ANA has brought several
claims against the holders of broadcasting
and cable TV licenses for the payment
of customs duties applicable to the import of
films documented between 2000 and 2005.
According to the ANA, holders of TV licenses
are liable to pay customs duties, VAT and
income tax not only on the customs value of
the physical supports, but also on the
reproduction rights agreed upon in the related
contracts. ARTEAR filed objections against
these claims on the basis of international
agreements, doctrine and case law on
the subject. As a consequence of the criteria
followed by ARTEAR, during the period
covered by the claim, it paid other taxes that
would not have been payable if ANA’s
interpretation had been applied. ARTEAR had
to pay in full the differences claimed by
ANA in a few isolated cases because the appeals
filed with the Federal Court of Appeals
against the National Tax Court’s decisions did
not have staying effects. In the first unfavorable
decision rendered by Chamber No. 4 of the
Federal Court of Appeals, which was appealed
by ARTEAR, the Argentine Supreme Court
refrained from rendering judgment on
the merits of the case. Subsequently, all other
Chambers of the Federal Court of Appeals
have rendered decisions against ARTEAR’s
position. Therefore, as of the date of these
financial statements, that company has booked
an allowance to account for the estimated
losses that may result from such claims.
On March 25, 2013 the AFIP published
General Resolution No. 3451 in the Official
Gazette. Pursuant to such Resolution, AFIP
established an installment plan for the payment
of overdue taxes, customs duties and social
security debts. With respect to customs duties,
this special installment plan allows for the
cancellation of fines imposed or supplementary
charges brought by the Customs Administration
up to and including February 28, 2013 in
connection with import or export duties, as
well as interest and restatements thereon, within
a term of up to 120 months with a monthly
rate of 1.35%. Given that all chambers of
the National Tax Court and the Federal Court
of Appeals have rendered judgments on the
merits of the case against ARTEAR’s position
and the Supreme Court of Argentina refrained

from rendering judgment, the Company
decided to adhere to the installment plan for a
large portion of the existing claims, leaving
out only those claims in which the ANA has
interpreted that ARTEAR committed an
infringement. On July 30, 2013, ARTEAR
submitted an installment plan, within the
framework of General Resolution No. 3451,
for the payment of a large portion of the tax
component of these claims, notwithstanding
the fact that ARTEAR still considers that
its interpretation of the customs law is based on
reasonable legal grounds.

d. On September 10, 2010, the AFIP served
TRISA with a notice with objections to
its income tax assessment, with respect to the
application of the withholding regime set
forth under the section following section 69 of
the Income Tax law, for fiscal years 2004,
2005 and 2006. If AFIP’s position prevails,
TRISA’s contingency would amount to
approximately Ps. 28.9 million, out of which
Ps. 9.3 million would correspond to taxes
on dividend payments made during those years,
Ps. 6.5 million to a 70% fine on the omitted
tax, and Ps. 13.1 million to late-payment interest.

TRISA filed a response, which was dismissed
by the tax authorities. On December 20, the tax
authorities issued their own official assessment
and imposed penalties. TRISA appealed the tax
authorities’ resolution before the National Tax
Court on February 8, 2011.

TRISA and its legal and tax advisors believe
that TRISA has strong grounds to defend
its position and that AFIP’s challenges will not be
admitted by the Federal Tax Court. Accordingly,
TRISA has not booked a provision in connection
with the effects such challenges may have.

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seeks to annul the registration with IGJ of the
appointment of GC Dominio S.A.’s authorities,
approved at the Annual Ordinary General
Shareholders’ Meeting of GC Dominio held on
May 17, 2011. The appointment was
registered with the IGJ on April 23, 2012 under
No. 7147, Book No. 59 of Share Companies.
According to the IGJ and as the case file is said
to show, GC Dominio has allegedly failed to
comply with certain regulations applicable to
foreign shareholders upon registration of
the appointment of authorities. Also within
the framework of this claim, the Court issued
an injunction in favor of the IGJ ordering
that the existence of this claim be duly noted.
The Court of Appeals has confirmed the
decision to order that the existence of this claim
be duly noted.

GC Dominio S.A.’s legal advisors have strong
grounds to argue that the resolution of IGJ’s
claim seeking the de-registration of the
appointment of authorities has serious defects
and infringes the guarantees of reasonableness
and due process; a principle that derives
from the constitutional guarantee of defense in
court, which entails the right to be heard and
to produce evidence to contradict a claim. GC
Dominio S.A. has appealed such injunction
because it considers that the IGJ has not shown
that its legal arguments are, at least, plausible.

f. As a result of a report on suspicious activities
reported by the Argentine Federal Revenue
Service (“AFIP”) concerning transactions carried
out between the Company and some
subsidiaries, the Financial Information Unit
(“FIU”) pressed criminal charges for alleged
money laundering. The action is now pending
before Federal Court No. 9, under Dr. Luis
Rodriguez. The FIU has pressed charges against
the Company and its directors for alleged
money laundering activities related to the
trading of shares between the Company and
some of its subsidiaries. The Company has
appointed defense attorneys and has requested
a copy of the file to understand the details of
the charges. The FIU is acting as plaintiff
in this case. One of the Company’s directors
made a spontaneous appearance and filed a
response and produced documentary evidence.
Certain charges pressed by Representative
Di Tullio were also added to the case. In
addition, the Prosecutor requested that the
charges be investigated and that certain

evidentiary measures be taken which have
not yet been fulfilled as of the date of these
financial statements.

On February 25, 2014, the Supreme Court of
Argentina revoked all the decisions rendered
by Judge Walter Bento of Federal Court No. 2
of Mendoza relating to the claim brought by
Supercanal S.A. against Cablevisión for anti-
competitive practices and in respect of which
the judge had ordered, among other things, the
appointment of a court-appointed supervisor
(interventor) and co-administrator in that
company and the separation of that company’s
assets. It should be noted that Cablevisión has
still not been served with that decision.

In March 2014, the intervening prosecutor
Miguel Angel Osorio broadened the request for
evidence with regard to intercompany
movements between Cablevisión and certain
subsidiaries, all of which were regular and had
been duly recorded.

The Company and its legal advisors consider
that there are strong arguments in the
Company’s favor, and have gathered evidence
that supports the lack of involvement of anyone
in any such unlawful maneuvers. However,
they cannot assure that the outcome of this
action will be favorable.

g. By means of Resolution 16,364/2010, dated
and notified to AGEA as of July 15, 2010,
the CNV’s Board of Directors decided to
initiate summary proceedings against AGEA
and certain current and past members of its
board of directors and supervisory commission,
for alleged infringement of the Argentine
Business Associations Law, Decree No. 677/01
and Law No, 22,315. AGEA, as well as the
current and past members of the board of
directors and supervisory commission who are
subject to the summary proceedings, duly filed
their respective responses.

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benefits granted under said plans, including
adjustments, for an estimated total amount
of Ps. 57 million. In April 2013, AGEA was
served with AFIP Resolution No. 03/13,
whereby such agency decided to exclude AGEA
from the Registry of Beneficiaries of the
Competitiveness and Employment Generation
Agreements under the Cultural Sector
Agreement, as from March 4, 2002. The AFIP
ordered the restatement of the tax returns and
the remittance of the corresponding amounts.
AGEA filed an appeal against such resolution.
Notwithstanding the foregoing, in re “AEDBA
and Other v. Ministry of Economy Resolution
No. 58/10”, the Federal Court on Administrative
Matters No. 6 issued an injunction ordering
AFIP to refrain from initiating and/or continuing
with the administrative proceeding/s and/or
any act that would entail the enforcement of the
amounts payable under Resolution No. 3/13,
until a final decision is rendered. Notwithstanding
the foregoing, AGEA cannot assure that the
appeal will be resolved in its favor.

i. On April 9, 2013, Cablevisión was served
notice of AFIP Resolution No. 45/13 dated
April 3, 2013, whereby such agency imposed
penalties in a summary proceeding against
that company with respect to compliance with
General Resolution No. 3,260/12. Cablevisión
filed an appeal, which has staying effects
on the execution of those penalties.

XXI of the REGULATIONS (T.R. 2001 as
amended) –now Article 1 of Section I, Chapter
I, Title XII of the REGULATIONS (T.R.
2013 as amended); with Articles 2 and 3
subsection 9) of Section II, Chapter I, Title XII
of the REGULATIONS (T.R. 2013 as
amended); with Article 11 subsection a.12)
of Chapter XXVI of the REGULATIONS (T.R.
2001 as amended) –now Article 11 subsection
13) of Section IV, Chapter I, Title XV of the
REGULATIONS (T.R. 2013 as amended); with
Article 99 and 100 of Law No. 26,831; and
with Articles 59 and 294 subsection 9) of
Law No. 19,550. AGEA, and the current and
past members of the Board of Directors and
supervisory commission who are subject
to the summary proceedings, duly filed their
respective responses. See Note 25.c.

k. On February 27, 2013, the AFIP served
IESA with a notice stating the income tax and
value added tax charges assessed for fiscal
period 2008 and ordering the initiation of
summary proceedings for alleged omitted
taxes. The AFIP mainly challenged the
deduction of certain expenses and fees, as well
as the calculation of the corresponding tax
credit. IESA filed an appeal in connection
thereto, which is currently pending before the
National Tax Court. The official assessment
amounts to Ps. 1.4 million for income tax
and Ps. 2.5 million for late-payment interest,
calculated as of December 31, 2014.

The official value-added tax assessment amounts
to Ps. 0.8 million for tax differences and Ps. 1.6
million for late-payment interest, calculated as
of December 31, 2014.

On October 21, the AFIP served IESA with
a notice stating the income tax and value
added tax charges assessed for fiscal period 2009
and ordered the initiation of summary
proceedings for alleged omitted taxes. In this
case, the AFIP mainly challenged the deduction
of fees, as well as the calculation of the
corresponding tax credit.

The official income tax assessment amounts
to Ps. 1.2 million for tax differences and Ps. 1.9
million for late-payment interest, calculated as
of December 31, 2014.

The official value-added tax assessment amounts
to Ps. 0.4 million for tax differences and Ps. 0.9

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million for late-payment interest, calculated as
of December 31, 2014.

IESA and its legal and tax advisors believe that
it has strong arguments in its favor to defend
the criterion adopted in its tax returns.

8.3 Other Claims and Disputes
a. On December 12, 2001, Supercanal filed a
claim for damages against Multicanal as a result
of the enforcement of a preliminary injunction
brought by Multicanal against Supercanal.
Multicanal responded to such claim denying
any liability. Based on legal and factual
precedents of the case, Cablevisión, as successor
of Multicanal’s operations, believes that the
claim filed should be rejected in its entirety,
and that the legal costs should be borne by the
plaintiff. As of the date of these financial
statements, the proceeding was at the discovery
stage. The court of first instance dismissed
Supercanal’s request that it be allowed to sue
without paying court fees or costs. This decision
has been ratified by the Federal Court of Appeals.

b. On June 22, 2007 TRISA and TSC executed
several documents with AFA, applicable from
the 2007/2008 until the 2013/2014 soccer
seasons, governing the broadcasting by TRISA
of all of the National “B” soccer tournament
matches and by TSC of ten of the Argentine
soccer first division official tournament matches
played each week. Out of those ten matches,
TRISA broadcast five through TyC Sports.

Those agreements set the price to be paid by
TRISA for these products and clearly stated its
right to sell such products and, additionally,
had AFA’s express consent.

On August 12, 2009 AFA notified TSC of
its decision to terminate unilaterally the above-
mentioned agreement. TSC challenged AFA’s
unilateral termination of the agreement and, in
order to safeguard its rights, on June 15, 2010
it brought a legal action against AFA before
a commercial court for contractual breach and
damages.

which ratified the jurisdiction of the
Commercial Court. The National Government
filed an appeal against that decision with the
Supreme Court of Argentina.

In light of the events and until the situation
is remedied, TRISA will not be able to
broadcast the five weekly matches of the first
division tournament or any of the National
“B” soccer tournament matches that it used to
broadcast on its signal TyC Sports.

The broadcasting rights for the matches of
Metropolitan First "B" category are not
governed by the above-mentioned agreements,
but by an agreement that is in full force and
effect as of the date of these financial
statements.

The situation described above had a significant
impact on TRISA’s revenues and costs.
Therefore, it had to adjust its signal to these
new circumstances.

In light of the circumstances described in the
above paragraphs, as from August 2009, TRISA
has recorded a portion of its revenues based
on the progress of negotiations with each client
and the new content of the signal.

During the year ended December 31, 2012,
TRISA completed those negotiations. As a
result, no significant differences arose between
the actual results and the original estimates.

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unilateral rescission of the agreement. In light of
the events, Mundo Show S.A. will not be able
to sell or export the audiovisual and static
advertising rights of the above-mentioned motor
racing events. Therefore, in 2012 an allowance
was set up for impairment of goodwill and
other assets related to such agreement of
approximately Ps. 17 million. On July 17, 2013,
some of the Company’s subsidiaries executed
an agreement in order to settle the legal actions
brought as a consequence of the termination of
TV broadcasting rights and sponsorship
agreements relating to the Turismo Carretera
and TC Pista road racing events, whereby
FADRA undertook to pay damages for an
aggregate and final amount of Ps. 16.5 million
in 23 monthly and consecutive installments.
In addition, it assigned all of its equity interest
in TCM, which represents 20% of its capital
stock and votes. The parties also settled the
claims brought against FADRA in re "Mundo
Show v. FADRA on pending cash collection,
File No. 10041/2012", whereby FADRA paid
Ps. 1.5 million in exchange for the dismissal
of the legal actions.

d. Pursuant to a notarial certificate issued on
September 19, 2008, AGEA and the Company
were served with a legal action brought by
an entity representing consumers and alleged
financial victims (and by six other individuals).
Claimants are Multicanal noteholders who
claim to be allegedly affected by Multicanal’s
APE. The claim is grounded on a Consumer
Defense Law that, in general terms, provides for
an ambiguous procedure that is very strict
against the defendant.

The Company, AGEA and certain directors
and members of the supervisory committee
and shareholders have been served with
the claim. After rejecting certain preliminary
defenses presented by the defendants, such as
the application of statutes of limitation
and the failure to comply with prior mediation
procedures, the claim followed ordinary
procedure and the above-mentioned persons
duly filed their respective responses.

the time a decision is rendered in the case.
The Company has duly responded to the claim
and the intervening Court has deemed the
claim responded.

f. On April 25, 2013 Grupo Clarín S.A. held
its Annual Ordinary Shareholders’ Meeting.
As a result of the issues raised at this Meeting,
some of the permanent directors informed
the Company that they had pressed criminal
charges against the representatives of the
shareholder ANSES and of the CNV (Messrs.
Reposo, Kicillof, Moreno, Vanoli, Fardi and
Helman) for making statements and intellectual
constructions which, under the appearance
of being included in the new regulations of
the Argentine Capital Markets Law, only sought
to discredit the Board of Directors and
caricature its management, creating pretexts
that may lead to an intervention of the
Company without judicial control pursuant
to the new powers vested on the CNV by
Capital Markets Law No. 26,831. On April 26,
2013, the Board of Directors decided to press
charges on the same grounds.

Consequently, the Company sent a letter
to the CNV, in which it clearly stated that what
had happened at that Meeting could not be
considered in any way as an acknowledgment
of the legitimacy of the powers vested on the
CNV by Law No. 26,831 and/or the regulations
that may be issued in the future. The letter
also stated that the Company reserved its right
to file the pertinent legal actions at any
time to request the declaration of the evident
unconstitutionality of that law. It also requested
the CNV to refrain from performing any act
or issuing any resolution that would lead to the
execution of the plan of which they had been
accused before the courts.

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co-defendants. According to the Company’s
legal advisors, the chances of success of the
claim are low because the damages claimed are
clearly overstated, the actual damage invoked
does not exist and the claim is procedurally
inappropriate, both on a factual and legal basis.

h. In March 2012, ARTEAR brought a summary
action for the protection of constitutional
rights against the National Government (Chief
of the Cabinet of Ministers and Secretariat of
Public Communication) and against Messrs.
Juan Manuel Abal Medina and Alfredo
Scoccimarro, in order to request that the
National Government cease in the arbitrary
and discriminatory allocation of official
advertising with respect to Arte Radiotelevisivo
Argentino S.A. ARTEAR requested (i) that
the court order the maintenance of a balanced
allocation with respect to the amount of
official advertising received in previous years,
and in particular prior to 2008, and with
respect to the amount of official advertising
allocated to other broadcasters of similar
characteristics, and (ii) that the conduct
of the above-mentioned officials be declared
illegitimate, on account of their having
abusively exercised their discretional power to
manage public funds destined to official
advertising, discriminating against Canal 13,
which is owned by ARTEAR.

On February 11, 2014, the Supreme Court
of Argentina decided in re “Arte Radiotelevisivo
Argentino S.A. v. National Government -
Chief of the Cabinet of Ministers and Media
Secretariat on summary action for the
protection of constitutional rights (acción de
amparo) Law No. 16,980” to confirm the
decision rendered in that respect by Chamber
No. 4 of the National Court of Appeals
on Federal Administrative Matters. This
Court admitted the summary action brought
by ARTEAR and ordered the National
Government to provide for the drafting and
submission to the first instance court of a
scheme for the allocation of official advertising
that included the broadcasters with
characteristics analogous to those of ARTEAR.
Among those broadcasters, the Court of Appeals
included América TV S.A. (Canal 2),
Telearte S.A. (Canal 9), Televisión Federal S.A.
(Canal 11), ARTEAR (Canal 13) and
SNMP S.A. and RTA S.E. (Canal 7). The
allocation scheme must faithfully conform to

the guidelines of proportionality and equity
set forth in the ruling. The term for submitting
the allocation scheme was set at thirty days
after that decision became final. As of the date
of these financial statements, ARTEAR has
brought two claims for non-compliance with
that decision before the National Court of First
Instance on Federal Administrative Matters
No. 12, Clerk’s Office No. 23. A decision has
not yet been rendered on those claims.

i. The claimants representing media companies
in re “AEDBA and Other v. National
Government – Decree No. 746/03 – AFIP on
Incidental Procedure” pending before the
Court on Federal Administrative Matters No. 4
requested that media companies represented
by the claimants be granted the right to have a
differential VAT regime as undertaken by the
National Government under Decree No.
746/03 and the rules and regulations issued in
connection thereto.

On October 30, 2003, a preliminary injunction
was issued in connection with the above-
mentioned file, ordering the National
Government to maintain the effectiveness of
the benefit granted under Decree No. 746/03.
The National Government filed an appeal
against that decision and on November 6, 2008,
the Court of Appeals granted the request to
have the injunction revoked, among other
things. On November 27, 2008, the claimants
filed an appeal with the Supreme Court of
Argentina requesting the suspension of the
enforcement of such ruling.

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ruled out, on principle, the application of the
general regime; (v) even though a decision
on the merits (having a differential VAT regime)
is not being anticipated, the injunction that
had been timely issued in connection thereof
shall remain effective until such a solution
to the matter is reached; (vi) the legal entities
that met the obligations within the scope of
the injunction shall not be deemed delinquent;
and (vii) the judge of the first instance court
shall render an urgent decision on the merits.

On December 10, 2014, the Federal Court on
Administrative Matters No. 4 rendered a
decision on the merits in re AEDBA and other v.
National Government Decree No. 746/03 and
other on Proceeding leading to a declaratory
judgment” ordering, among other things, that:
The claimants (media companies) have the
standing to sue; that it is not up to the Judicial
Branch to legislate because only the Legislative
Branch is empowered to do so; that, pursuant to
the enactment of Law No. 26,982, the obligation
undertaken by the Executive branch has already
been met since the differential VAT rates have
already been set and, therefore, the claim is moot;
that, based on the decision rendered by the
Supreme Court of Argentina, the companies
cannot be deemed delinquent.

Given the fact that the above-mentioned
decision opposes and contradicts the grounds
stated by the Supreme Court, the claimants
(AEDBA, ARPA, ADIRA, as well as other
associations) have filed an appeal against the
decision rendered by the above-mentioned
court of first instance with the corresponding
Court of Appeals.

The subsidiaries of Grupo Clarín involved
(AGEA and some of its subsidiaries, and Radio
Mitre) have started to calculate employer’s
contributions as tax credit on VAT as from
November 2014, taking into consideration that:
i) the preliminary injunction is still in effect,
ii) the decision rendered by the court of first
instance contradicts the considerations stated
in the recitals of the Supreme Court’s decision
due to the fact that the Executive Branch
must grant a regime applicable to all the
companies, iii) an appeal has been filed against
the above-mentioned decision with the
corresponding Court of Appeals, and based on
its legal advisors’ opinion about the decision
to be rendered on the merits, they believe that

the claimants and the companies represented
by them are likely to obtain a favorable ruling.

8.4 Matters concerning Papel Prensa
I. Papel Prensa has several disputes pending
before the Commercial Court of Appeals
of the City of Buenos Aires as a consequence
of CNV Resolution No. 16,222. Pursuant to
said Resolution, the CNV declared that
certain decisions of Papel Prensa’s Board of
Directors were irregular and with no effect
for administrative purposes. The Resolution
challenged the Board’s fulfillment of the
formalities required in the preparation,
transcription and execution of meeting minutes
on the relevant corporate books. On June 24,
2010, in File No. 75,479/09, the Commercial
Court of Appeals of the City of Buenos Aires,
Chamber C, decided to nullify CNV Resolution
No. 16,222. On the basis of Resolution No.
16,222, the CNV has questioned subsequent
decisions of Papel Prensa’s Board and of its
Shareholders. In response, Papel Prensa has
brought several administrative claims against the
CNV, questioning its position. All of such
claims were decided in Papel Prensa’s favor by
the Commercial Court of Appeals of the
City of Buenos Aires. Consequently, the CNV’s
decisions were nullified. Furthermore, the
Commercial Court of Appeals, Chamber C,
dismissed the appeals filed by the CNV before
the Supreme Court of Argentina against the
Court of Appeals’ decisions. The CNV filed a
direct appeal before the Supreme Court.

As a consequence of the above, Papel Prensa
has continued with the criminal proceedings
brought against certain public officials.

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Court of Appeals, Chamber C, resolved in
Papel Prensa’s favor, by revoking the injunction
on August 31, 2010. On December 7, 2010
the same Chamber C dismissed the appeals filed
by the CNV and the National Government
before the Supreme Court of Argentina against
the Court of Appeals’ decision. Both the
CNV and the National Government filed direct
appeals against such decision.

On March 26, 2014, the Supreme Court of
Argentina dismissed the appeal that had been
filed by the CNV. Therefore, the decision
rendered by the Court of Appeals that nullified
Resolution No. 16,222 became final, with
full force and effect. Also on the same date, the
Supreme Court of Argentina dismissed the
appeals brought by CNV and the National
Government. Therefore, the decision rendered
by the Court of Appeals that revoked the
corporate intervention of Papel Prensa became
final, with full force and effect.

None of the claims mentioned in the above
paragraphs had a material effect on AGEA’s
financial and economic condition as of
December 31, 2014.

II. On January 6, 2010, the SCI issued
Resolution 1/2010, whereby certain business
practices were imposed on Papel Prensa. Papel
Prensa brought a legal action against such
resolution on grounds of unconstitutionality
before the Federal Court on Administrative
Matters and requested an injunction which was
granted by the intervening judge. Pursuant
to the injunction, the effects of such Resolution
were suspended. On May 7, 2010, the Federal
Court on Administrative Matters revoked the
injunction. Papel Prensa appealed such decision,
which was affirmed by the Federal Court
of Appeals on Administrative Matters. Papel
Prensa filed an appeal against the Court of
Appeals’ decision. The appeal was denied and
Papel Prensa was served notice of that denial
on September 1, 2010.

2010. On April 21, 2010, the Board of
Directors of Papel Prensa, following a proposal
made by the court-appointed supervisor
(interventor) and co-administrator, approved
the resumption of such company’s transactions
with related parties under provisional conditions
for as long as the decision rendered by the
Board on December 23, 2009 remained
suspended and/or until Papel Prensa’s corporate
bodies established a business practice to follow
with related parties.

Such approval involved suspending the
application of volume discounts in connection
with purchases made by related parties, which
could be recognized in their favor, subject
to the court’s decision on the appeal filed by
Papel Prensa against Judge Malde’s injunction
of March 8, 2010. As from April 21, 2010,
transactions with related parties were resumed
under the provisional conditions approved
by the Board on April 21, 2010.

At a meeting held on December 23, 2010,
Papel Prensa’s Board of Directors approved new
conditions that must be fulfilled for the
recognition and payment of volume discounts
that may be applicable to related parties in
connection with purchases of paper made
as from April 21, 2010. These new conditions
are as follows: (i) the lifting of the provisional
suspension of the resolutions adopted by the
Board at the meeting of December 23, 2009,
as explained in the previous paragraph, and
(ii) the resolution or end, by any means, of any
state of uncertainty that may eventually exist
about the conditions approved by Papel
Prensa’s Board in the first item of the agenda
of the meeting held on April 21, 2010, as
a consequence of the claim brought by the
National Government in re “National
Government – Secretariat of Domestic Trade –
v./ Papel Prensa S.A.I.C.F. y de M. on/
Ordinary”, File No. 97,564, currently pending
before Federal Commercial Court of First
Instance No. 26, Clerk’s Office No. 52. Under
this proceeding, the National Government seeks
to obtain, among other things, a declaratory
judgment of nullity of the provisional
conditions for the resumption of transactions
with related parties in connection with the
purchase and sale of paper that was approved
by the Board of Papel Prensa in the first item of
the agenda of the above mentioned meeting
held on April 21, 2010.

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Furthermore, at this meeting held on December
23, 2010, Papel Prensa’s Board decided to
maintain the originally approved sales policy,
but to subject the accrual and enforceability,
and, consequently, the recognition and
payment to the clients, of the eventual volume
discounts that may be applicable to them with
respect to paper purchases made between
January 1st, 2011 and December 31, 2011, to
a final favorable ruling in the claim brought
by Papel Prensa against the constitutionality
of SCI Resolution No. 1/2010, or to the final
nullification of such Resolution No. 1/2010
in any other way or by any other legal means,
whichever occurs first. In connection with
related parties, the Board approved the same
policies and conditions as those approved for
the other clients in general.

In a meeting held on December 27, 2011
Papel Prensa’s Board of Directors decided to
maintain for 2012 the same commercial policies
that had been approved for 2011 – under
the same terms and conditions mentioned in
the previous paragraph – for all of its
customers in general (including related parties).

The commercial policy approved by Papel
Prensa was affected by Law 26,736 –effective
as from January 5, 2012– which declared that
the production, sale and distribution of wood
pulp and newsprint were matters of public
interest and set forth the regulatory framework
to be adopted by the producers, sellers,
distributors and buyers of such inputs. Among
other things, the Law set limits and established
conditions applicable to Papel Prensa for the
production, distribution and sale of newsprint
(including a formula to determine the price
of paper), and created the National Registry of
Producers, Distributors and Sellers of Wood
Pulp and Newsprint where all producers, sellers,
distributors and buyers shall be registered as a
mandatory requirement in order to produce,
sell, distribute, and/or purchase newsprint and
wood pulp as from the enactment of the Law.
It also contains a series of temporary clauses,
specifically and exclusively addressed to Papel
Prensa, whereby Papel Prensa is forced to
make investments to meet the total national
demand for newsprint – excluding from
this requirement the other existing company
that operates in the country with installed
capacity to produce this input. The Law also
provides for the capitalization of the funds

eventually contributed by the National
Government to finance these investments for
the purposes of increasing the equity interest
and the political rights of the National
Government in Papel Prensa, contravening
public order regulations contained in Law
19,550 and disregarding several constitutional
rights and guarantees of Papel Prensa and its
private shareholders.

On February 10, 2012, AGEA registered with
the National Registry of Producers, Distributors
and Sellers of Wood Pulp and Newsprint
(Record No. 63 in File No. S01:0052528/12),
clearly stating that the decision to register shall
not be construed as an acknowledgment or
conformity with the legitimacy of Law 26,736,
Resolution No. 9/2012 issued by the Ministry
of Economy and Public Finance and SCI
Resolution No. 4/2012 issued in connection
with such Law and/or any other issued in
the future, since they seriously affect several
rights and guarantees of AGEA which are
recognized and protected by the Argentine
National Constitution.

IV. On September 12, 2011, the CNV issued
Resolution No. 16,647 whereby it rendered
irregular and with no effect for administrative
purposes the decisions made by Papel Prensa’s
Board of Directors at the meetings held on July
20, 2011 and August 5, 2011. At those
meetings, the Board of Directors had called
two shareholders’ meetings, to be held on
September 27, 2011 and September 15, 2011,
respectively. Notwithstanding the fact that
Resolution No. 16,647 was appealed by Papel
Prensa and is therefore not final, on September
15, 2011, Commercial Court No. 5, Clerk’s
Office No. 9, issued an injunction with respect
to the Board of Directors’ decisions to call the
two shareholders’ meetings. The injunction had
been requested by the shareholders Arte Gráfico
Editorial Argentino S.A., Compañía Inversora
en Medios de Comunicación (CIMECO) S.A.,
and S.A. La Nación. Given that the issuance
of the injunction validated Papel Prensa’s
decision to call the two shareholders’ meetings,
both were held as originally scheduled.
Nevertheless, and based on the above Resolution
No. 16,647, on October 13, 2011 the CNV
issued Resolution No. 16,671 rendering
irregular and with no effect for administrative
purposes all of the decisions made at Papel
Prensa’s Shareholders’ Meetings held on

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September 15, 2011 and September 27, 2011.
Papel Prensa filed an appeal against Resolution
No. 16,671, which is, therefore, not final. Also
based on Resolution No. 16,647, on November
16, 2011, the CNV issued Resolution No.
16,691 whereby the CNV rendered irregular
and with no effect for administrative purposes
the decisions made at the Board of Directors’
Meeting held on October 3, 2011 and the call
for the Board of Directors’ meeting on
November 17, 2011. Such Resolution is not to
be deemed final since Papel Prensa filed an
appeal and requested its nullification. In this
sense, of particular note is that: (i) at the
hearing held before Federal Commercial Court
No. 26 of First Instance, Clerk’s Office No. 52,
the National Government, Papel Prensa,
AGEA, Compañía Inversora en Medios de
Comunicación (CIMECO) S.A. and S.A.
La Nación, agreed, among other things, on the
composition of the company’s corporate
bodies, and in particular on the recognition of
the authorities appointed by the private
shareholders at Papel Prensa’s Shareholders’
meeting held on September 27, 2011, as well
as on the agenda to be addressed at the
meeting of Papel Prensa’s Board of Directors of
October 3, 2011, which had been the subject
matter of Resolution No. 16,691; and (ii) at
the hearing held in April 2012 before the same
Commercial Court the National Government,
Papel Prensa, AGEA, Compañía Inversora
en Medios de Comunicación (CIMECO) S.A.
and S.A. La Nación, with the assistance of
the Argentine Securities Commission, agreed
to request the court to order a shareholders’
meeting with an agenda substantially similar to
that of Papel Prensa’s Shareholders’ Meeting
held on September 27, 2011. The request was
granted by the intervening judge and the
meeting was scheduled for August 29, 2012.
The meeting began on that date but, as a
consequence of certain disturbances provoked
by the representative of the National
Government, the private shareholders that were
present at the meeting decided to adjourn
it for 48 hours without addressing the agenda.
After that, and notwithstanding the resolution
adopted at the meeting, on August 31, 2012
Judge O’Reilly decided to order that the
adjourned meeting would resume on September
25, 2012. However, the meeting was not held
because the Judge subsequently held that the
appeals filed against other points of her decision
resulted in the suspension of every point of the
decision she had rendered, including the new

date scheduled for the meeting, even though all
appellants had consented to that point.

On June 12, 2014, the Court of Appeals
decided to postpone rendering a decision on
the appeals filed until the court-convened
shareholders’ meeting that began on August 29,
2012 had resumed and closed, ordering Judge
O’Reilly to decide on the pending issues and to
order the shareholders to resume that meeting.
On December 4, 2014, the Judge called Papel
Prensa, the CNV, and the shareholders of
AGEA, the National Government, SA La
Nación and CIMECO to a hearing to be held
on May 6, 2015, in order to proceed as ordered
by the Court of Appeals. In light of the above,
the new date to resume that meeting may not
be set until Judge O’Reilly has complied with
the decision rendered by the Court of Appeals.

V. On June 6, 2013, the Board of Directors
of the CNV issued CNV Resolution No.
17,102, within the framework of the
Administrative File No. 1032/10, whereby it
required that: (i) certain members of Papel
Prensa’s Supervisory Committee and statutory
auditors be imposed a fine of Ps. 150,000
each; and (ii) Papel Prensa, certain members of
its Board of Directors, one member of its
Supervisory Committee and the members of
its Oversight Board (all of them representatives
of Papel Prensa’s private shareholders) be
imposed a joint and several fine of Ps. 800,000.
Papel Prensa and its other current and former
officers appealed the fine in due time and form.
In the same appeal, they requested an
injunction to change the effect of their appeal
and suspend the application of the fine. On
October 11, 2013, Chamber No. 5 of the
Federal Court on Administrative Matters denied
this request, which was considered unnecessary
in the light of the settlement of the fine by the
claimants, as informed below. Notwithstanding
the above, on June 19, 2013, the Company
asked the CNV to suspend the application of
the fine until a decision was rendered by the
Court of Appeals with respect to the injunction.
The request was denied. On June 28, 2013, the
fine was paid under protest in order to prevent
its coercive enforcement by the CNV; given
that, under the new Capital Markets Law No.
26,831, appeals may be admitted without
suspension of judgment.

VI. AGEA has not recorded any impact in
connection with the foregoing, since its effects

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shall depend on the final outcome. Such
effects are not expected to be material to these
financial statements.

Note 9

Regulatory framework

9.1 Audiovisual Communication Services
a) Until the enactment of Audiovisual
Communication Services Law No. 26,522,
the installation, operation and acquisition of
audiovisual communication services in
Argentina were governed by Broadcasting Law
No. 22,285. Cable TV activities were regulated
and overseen mainly by the COMFER.

Under Law No. 22,285 broadcasting service
companies in Argentina required a non-
exclusive license from the COMFER in order
to operate. Other approvals were also required,
including, for some services, authorization
by municipal agencies. Broadcasting licenses
were granted for an initial period of 15 years,
allowing for a one-time extension of 10 years.
The extension of the license was subject
to the approval of the COMFER, which would
determine whether or not the licensee had
met the terms and conditions under which the
license had been granted. All the subsidiaries
of Grupo Clarín that render broadcasting
services, hold licenses granted by the COMFER
under such Law. Some of the licenses exploited
by the subsidiaries, including the license that
had been originally granted to Cablevisión (with
an extended term that originally expired on
March 31, 2006), have already been extended
for the above-mentioned 10-year term.

214/07 regulated the obligations established
by Decree No. 527/05 in order to benefit
from such suspension. The proposals then
submitted were approved and, accordingly, the
terms of the licenses originally awarded to
the subsidiaries of Grupo Clarín, as well as the
terms of the licenses to which Cablevisión
became the universal successor, are currently
suspended for ten years.

COMFER Resolution No. 275/09 lifted a
suspension of license grants that had been
ordered by COMFER Resolution No. 726/00
and approved the Rules governing the licensing
of Broadcasting and Supplementary Services by
means of a physical link, and set a term to apply
for licenses under an abbreviated procedure.
Therefore, Cablevisión and certain subsidiaries
purchased bidding forms to apply for new
licenses through this option in such locations
where they had not obtained the suspension of
the term ordered by Decree No. 527/05, since
the terms of those licenses had expired.

Cablevisión has requested the COMFER’s
approval of several transactions, including
certain company reorganizations and
share transfers. The request for approval of the
merger of Cablevisión and its subsidiaries
(see Note 8.1.d.) is still pending.

b) The Audiovisual Communication Services
Law (Law No. 26,522) was passed and
enacted on October 10, 2009, subject to strong
concerns over its content and enactment
procedure.

Even though the new Law became effective on
October 19, 2009, not all of the implementing
regulations provided by the law have been
enacted. Therefore, Law No. 22,285 still
applies with respect to those matters that to date
have not been regulated, until all terms and
procedures for the regulation of the new law
are defined.

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

The new law, which governs the audiovisual
communication service activities conducted

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by the Company through its subsidiaries,
establishes, among other things:

• A license award and review scheme that grants
wide discretion to the Executive Branch and
to an Enforcement Authority with questionable
composition and powers,
• A 10-year limitation to the terms of licenses,
with a one-time non-renewable extension,
• The non-transferability of authorizations and
licenses,
• A regulatory framework and registration
requirements for signals, production companies
and advertising agencies,
• A multiple license scheme that: i) restricts to
10 the number of Audiovisual Communication
Service licenses, plus a single broadcasting
signal for radio, broadcast TV and subscription
cable TV services that make use of the radio
spectrum; ii) restricts the licensing of
subscription broadcasting services rendered by
means of a physical link (cable), limiting the
number of licenses to 24; iii) sets forth a further
restriction on these services, which may not be
provided to more than 35% of all inhabitants or
subscribers nationwide; iv) establishes that a
broadcast TV signal and a cable TV signal may
not be simultaneously exploited in the same
location, and v) establishes that broadcast TV
networks may only own one cable TV signal.
The same applies to cable TV networks, which
may only own the so-called “local channel”,
which is mandatory for every license
• Mandatory quotas for certain types of content.

Also controversially, the law sets forth
retroactive effects by requiring holders of
current broadcasting licenses – which were
legitimately acquired rights under Law No.
22,285 as amended - to conform to the
new law within the term of one year counted
as from the time certain mechanisms
required for implementation are set in place.

The Executive Branch has regulated most
sections of Law No. 26,522 by means of Decree
No. 1,225/2010. The most notably arbitrary
provision of this decree is the highly discretionary
mandatory divestiture system created
to implement Section 50 of the Audiovisual
Communication Services Law. This system
has evident confiscatory effects.

It is publicly known that several concerns
have been expressed about this law, since it has

defects that render it unconstitutional; it seriously
damages the development of the audiovisual
industry and restricts fundamental freedoms.
Grupo Clarín and its main subsidiaries
made court filings on that basis, which led to the
provisional suspension of section 161 of the
Audiovisual Communication Services Law until
a final decision was rendered.

On December 14, 2012 the Company was
served notice of the decision rendered by the
Court of First Instance on the merits of the
case in re “Grupo Clarín S.A. and Other v. the
Executive Branch on Declaratory Action”
(File 119/10). The judge recognized the legal
standing to sue of the plaintiffs as license
holders, but rejected the unconstitutionality
claim with legal costs imposed on claimants.
An appeal was filed against that decision before
the National Court of Appeals on Federal
Civil and Commercial Matters.

On April 17, 2013, Chamber No. 1 of the
National Court of Appeals on Federal Civil and
Commercial Matters rendered a decision on
the merits of the case, whereby it:

i) Confirmed the dismissal of the exception
of lack of standing brought in connection with
Grupo Clarín and Teledigital.

ii) Dismissed the claim of unconstitutionality
brought by the claimants against:

a. Section 41 of the Audiovisual Communication
Services Law, which provides that licenses are
not transferable, with an exceptional procedure
for the transfer of shares or quotas of licensees;
b. Section 161 of the Audiovisual
Communication Services Law, which requires
existing licensees to conform to the new Law;
c. Section 45, point 1, subsection a), which
limits subscription television licenses on satellite
support to one license per holder, nationwide;
d. Section 45, point 1, subsection b), which
limits audiovisual communication services
licenses that make use of the radio spectrum to
10 licenses per holder, nationwide, except for
the provision that limits content signals to one
per holder, which was deemed unconstitutional;
e. Section 45, point 2, subsection a),
which limits AM broadcast radio licenses to
one license per holder per locality; and
f. Section 45, point 2, subsection b) which
limits FM broadcast radio licenses to

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one license per holder per locality, except for
localities with more than eight FM stations,
where holders are entitled to two licenses.

The Court of Appeals also declared that the
claimant had a right to be compensated for
damages that may result from the mandatory
divestment as a consequence of the limitations
set forth under point ii. c), d), e) and f );

iii) Declared the unconstitutionality of the
following provisions:

a. Section 45, point 1, subsection c), which
limits licenses for the exploitation of audiovisual
communication services by subscription
with physical link to 24 licenses per holder,
nationwide;
b. Section 45, final paragraph, which provides
that services provided by one licensee may
not reach more than 35% of the aggregate
national population or nationwide subscribers;
c. Section 45, point 2, subsections c) and d),
which provides that holders of a broadcast
television license may not simultaneously hold
a subscription television service license in
the same locality;
d. Section 45, final paragraph, which limits
licenses granted in the same primary service area
or group of overlapping primary service areas
to three licenses per holder; and
e. Section 45, point 3, which provides that
broadcast television licensees may only own one
cable television signal and cable television
service licensees may only own a single signal
generated by such providers themselves.

The Court ordered the inapplicability of the
provisions detailed under iii. a), b), c), d) and
e), above, to the licenses exploited by claimant.

iv) Declared the unconstitutionality of section
48, second paragraph, which provides that
the multiple license regime set forth under the
Audiovisual Communication Services Law may
not be alleged as an acquired right in light of
any future amendments relating to deregulation,
demonopolization or antitrust.

v) Rejected the claim for damages as claimed
under this case-file.

vi) Revoked the decision rendered in the first
instance regarding the repeal of the injunction
granted in favor of the claimants until a final
decision is rendered.

Both parties appealed the decision rendered by
the National Court of Appeals on Federal
Civil and Commercial Matters, and the case was
submitted to the Supreme Court of Argentina.

On December 17, 2012, the Company
was served notice of AFSCA Resolution No.
2276/2012 (File No. 1395-AFSCA/2012),
whereby AFSCA decided to initiate the ex
officio transfer procedure, ordered the appraisal
by Court of Appraisals of Argentina of the
licenses and the essential assets related to
the various broadcasting services and ordered
the Company to respond, within the framework
of that procedure, to a request for information
about the licenses and/or services it owned
directly or indirectly. The Company appeared
before AFSCA and challenged its resolution
because it violates the injunction granted and
extended by Chamber No. 1 of the National
Court of Appeals on Federal Civil and
Commercial Matters. The Company also made
a presentation in re “Grupo Clarín S.A. and
Others on preliminary injunctions" to report
these circumstances. Consequently, on June 27,
2013, Chamber No. 1 of the Court of
Appeals ordered in re “Grupo Clarín S.A. and
other v. National Executive Branch and
others on failure to comply with injunction”
(File No. 4777/2012) that AFSCA suspend
its proceedings (File No. 1395-AFSCA/2012)
and refrain from taking any action or initiating
any similar or identical proceeding based
on Section 161 and/or its regulations during
the effectiveness of said injunction.

On October 29, 2013 the Company was served
with a decision rendered by the Supreme
Court of Argentina which ordered (i) to revoke
the decision rendered by the National Court
of Appeals on Federal Civil and Commercial
Matters on April 17, 2013 (the "Decision”) to
the extent that it declared the unconstitutionality
of Section 45, part 1, subsection “c” and final
paragraph; part 2, subsections “c” and “d” and
final paragraph; part 3 in its entirety; and part 1,
subsection “b”, with respect to the limitation
to holding registered title to a single content
signal, and Section 48, second paragraph, Law
No. 26,522 and (ii) to confirm the Decision
to the extent it rejected the claim for damages as
brought under the case file.

The Company believes that the challenged
Sections -as held by the three dissenting
opinions- not only contradict the principles

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of the Argentine National Constitution, but
also those of the American Convention on
Human Rights (Pact of San José de Costa Rica),
as well as recent precedents of the Inter-
American Commission on Human Rights, the
Inter-American Court of Human Rights
and the Special Rapporteurship for Freedom
of Expression of the Organization of American
States. The claimant companies will analyze
bringing an appeal before international courts
to challenge those sections that entail an indirect
act of censorship that silence and discriminate
against critical media, and violate acquired rights.

In addition, as provided in the Court’s decision,
the Company will continue to litigate in local
courts all the aspects related to the discretionary
and selective application of the law by the
national government.

On October 31, 2013, even before the deadline
to enforce the decision rendered by the Supreme
Court of Argentina in re “Grupo Clarín S.A. and
Others v. National Executive Branch and other
re: Merely Declarative Action” (File 119/10),
the Company and some of its subsidiaries were
again served with AFSCA Resolution No.
2276/2012 issued by the president of that agency
on December 17, 2012 within the framework
of File No. 1395-AFSCA/2012. Resolution No.
2276/2012 provides for an ex officio proceeding
to conform the Company and some of its
subsidiaries to the provisions of the Audiovisual
Communication Services Law. The Company
and its legal advisors believe that this resolution is
absolutely null and void and have filed an appeal
to have it revoked.

Faced with the de-facto proceedings that sought
to dispossess the Company of its licenses and
assets through an ex officio procedure, on
November 4, 2013 the Company submitted to
AFSCA and to the Supreme Court of Argentina
a voluntary proposal to conform to the
Audiovisual Communication Services Law
pursuant to section 161 of the LSCA, approved
by Grupo Clarín’s Board of Directors on
November 3, 2013, in an attempt to avoid the
forced divestiture of its assets by AFSCA.
This was also the least desirable decision, because
it contradicts Grupo Clarín’s historical strategy
of maintaining the necessary integration and
strength. The voluntary proposal -which does not
interrupt any of the judicial actions brought by
the Company to defend its rights- was submitted
together with a request that the decision rendered

by the Supreme Court of Argentina be complied
in full. That is, requesting the involvement of
an independent, unbiased enforcement authority
with technical expertise, which may ensure
a transparent and egalitarian treatment in the
enforcement of the law.

Upon review of the voluntary proposal,
AFSCA issued Resolution No. 1471/2013
whereby it suspended the Ex Officio Transfer
Procedure commenced through AFSCA
Resolution No. 2276/2012 and stated that
it would refrain from pursuing any
administrative proceedings in that regard.

The voluntary proposal presented by the
Company is summarized as follows: The assets
of the Company and its group of companies
governed by Law No. 26,522 will be divided
into six units of audiovisual communication
services. Each of the units of audiovisual
communication services will have no corporate
relationship with the others. This way, each
unit will conform individually to the provisions
of Sections 45 and 46 of the LSCA and its
implementing regulations, and will be divided
according to the following detail: (i) Unit I:
composed by (a) ARTEAR, owner of the signal
of Canal 13 of Buenos Aires and the news
signal TN (Todo Noticias). ARTEAR will also
maintain its interest in (i) Telecor, holder
of the license of Canal 12 of Córdoba and
(ii) Bariloche TV, holder of the license of Canal
6 of Bariloche. (b) Radio Mitre, which will
maintain the frequencies AM 790 and FM 100
in Buenos Aires, AM 810 and FM 102.9
in Córdoba, and FM 100.3 in Mendoza; and
(c) certain assets, liabilities, rights and
obligations to be spun off from Cablevisión
(“Cablevisión Spinoff 1”), which will include
24 local licenses for physical link subscription
television services in cities where there is
no incompatibility with broadcast TV, and 2
licenses for radio-electric link subscription
television services. (ii) Unit II: composed by the
surviving Cablevisión, which will continue to
carry out the business activities and operations
of Cablevisión with all the assets, liabilities,
rights and obligations that are not spun off from
Cablevisión. It will include 24 licenses for
physical link subscription television services and
10 licenses for radio-electric link subscription
television services, including the signal Metro,
which is also the local signal of the license
exploited in the City of Buenos Aires. (iii) Unit
III: composed by Cablevisión Spinoff 2,

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which will include assets, rights and obligations
to be spun off from Cablevisión, including
22 licenses for physical link subscription
television services and 10 licenses for radio-
electric link subscription television services.
(iv) Unit IV: (a) composed by IESA, owner of
the signals TyC Sports and TyC Max; (b) the
signals El 13 Satelital, Magazine, Volver,
Quiero Música en mi Idioma and (c) an equity
interest in Canal Rural S.A., owner of the signal
Canal Rural. (v) Unit V: to be owned by one
or more individuals or legal entities that will not
maintain a corporate relationship with Radio
Mitre, its controlling companies, subsidiaries
and/or controlled companies in order not to
infringe the current multiple license regime, and
which will own: (a) one sound frequency
modulation broadcasting service for the City of
San Miguel de Tucumán-FM 99.5, (b) one
sound frequency modulation broadcasting
service for the City of San Carlos de Bariloche-
FM 92.1, (c) one sound frequency modulation
broadcasting service for the City of Santa Fe-
FM 99.3, (d) one sound frequency modulation
broadcasting service for the City of Bahía
Blanca-FM 96.5 and (e) one sound frequency
modulation broadcasting service for the City of
San Carlos de Bariloche -FM 103.1, owned
by Bariloche TV (vi) Unit VI: to be owned by
one or more individuals or legal entities that
will not maintain a corporate relationship with
ARTEAR, its controlling companies,
subsidiaries and/or controlled companies in
order not to infringe the current multiple
license regime, and which shall hold one
broadcast television license for the City of
Bahía Blanca, Province of Buenos Aires-LU81
TV Canal 7-and an equity interest in Cuyo
Televisión S.A., holder of one broadcast
television license in Mendoza-LV83 TV Canal 9
Mendoza-. Said proposal contemplates that
the Company will continue to own, directly or
indirectly, only one of the audiovisual
communication service Units (among those
defined as Unit I and Unit II) of the six that
were described above.

The implementation of this proposal may entail
a reduction of the Company’s operating income
and its profitability in the Cable Television
and Internet Access segment and/or a reduction
of its operating income and profitability of
the Broadcasting and Programming segment.
The above-mentioned considerations and the
limits to the growth of Grupo Clarín imposed
by this law, against world trends and against

legitimately acquired rights, will surely have an
impact on the potential value of Grupo Clarín.

The proposal will contemplate the necessary
reservations to safeguard the rights of the
Company, among which we may mention the
following: the reservation to bring the judicial
actions that may correspond in connection with
the claim for economic damages caused to the
Company and its subsidiaries as a consequence
of their adjustment to conform to the law;
the reservation to challenge the conformity of
Sections 41, 45, 48 and 161 of Law No. 26,522
to international conventions before the Inter-
American Commission on Human Rights,
the Inter-American Court of Human Rights
and other competent International Courts;
the reservation to challenge judicially the
composition of AFSCA for the period during
which it did not conform to the provisions
of the LSCA and for not being a technical and
independent agency protected against undue
interferences from the State.

In order to consolidate the number of
subscription television licenses for the purposes
of conforming Cablevisión to the Audiovisual
Communication Services Law, the Company
applied the coverage area extension mechanism
provided under section 45 of Decree No.
1225/2010 in accordance with the criterion
approved by AFSCA in the Minutes of its
Board of Directors’ Meeting No. 32/2012. The
implementation of the proposal will necessarily
involve a series of transactions that will require in
some cases a statement of intention from the
shareholders that are not related to Grupo Clarín.

It should be noted that the proposal provides
that the three units that will result from
the adjustment of Cablevisión (Surviving
Cablevisión, Cablevisión Spinoff 1 and
Cablevisión Spinoff 2) will each have a market
share lower than the limit established by the law.

The proposal also includes other regulatory
authorizations required for its implementation
(CNV, IGJ, AFIP, SECOM, CNDC, among
others) as well as the request to be excluded
from the scope of the taxes applicable to the
transactions required to implement the proposal.

The Company and its subsidiaries have always
abided by the laws and respected the decisions
of the judiciary: all of the judicial claims
brought by the Company since the enactment

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of Law No. 26,522 had the purpose of
preserving the assets of the Company and of
its shareholders under the firm conviction
that the current structure of Grupo Clarín is the
most efficient, both from the operational and
the economic perspective, for its shareholders,
employees, customers, suppliers and the
community as a whole. The Board understands
that the Company has presented the alternative
that most mitigates the damages caused
by having to comply with the Supreme Court
decision, taking into consideration what the
Board believes to arise clearly from the multiple
license regime and the admissibility conditions
provided by Law No. 26,522.

On February 18, 2014, the Company was
served with AFSCA Resolution No. 193/2014
whereby AFSCA’s Board of Directors declared
that the proposal submitted by Grupo Clarín
S.A., Arte Radiotelevisivo Argentino S.A., Radio
Mitre S.A. and Cablevisión S.A. was formally
admissible. Pursuant to the same Resolution,
AFSCA provided that the term of one hundred
eighty (180) calendar days set forth under
Section 8 of the Rules for the Management
and Procedures Relating to Voluntary Proposals
established by Resolution No. 2,205/AFSCA/12
would be counted as from the moment the
parties were served notice of this Resolution.
On that same date, the Company’s Board
of Directors took notice of AFSCA Resolution
No. 193/2014.

In the recitals of AFSCA Resolution No.
193/2014 which declared the proposal
submitted formally admissible, AFSCA stated
that the withdrawal of claims made under
File No. 21,788/08, as well as those made under
the proposal submitted by Cablevisión, were
now embedded in the process provided under
Section 161 of Law No. 26,522. Accordingly,
they are deemed to be approved within the
framework of the proposal that was declared
formally admissible.

proposal of those transactions and corporate
reorganizations required to such end; 4) Approval
of the work done by the Task Force created
to conform the Company to the Audiovisual
Communication Services Law. Granting
of attorney powers to act before Courts of Justice
and the relevant oversight agencies; 5)
Appointment of representatives of the Company
to vote in favor of the Proposal at the subsidiaries’
Shareholders’ Meetings.

On March 20, 2014, the Company’s
Shareholders held a General Extraordinary
Shareholders’ Meeting at which they decided (i)
to approve formally in its entirety the Proposal
submitted by the Company, which was declared
formally admissible under AFSCA Resolution
No. 193/2014, (ii) to authorize and instruct the
Board of Directors to begin with the tasks for
the implementation of the Proposal so that they
can implement it within the 180-day term
set by AFSCA Resolution No. 193/2014, or, if
possible, before the end of such term, (iii) to
grant the Board of Directors the broadest powers
to consider, manage and submit to competent
authorities all the required authorizations for the
operations and/or corporate reorganizations as
the Board may deem most appropriate and/or
convenient according to the circumstances for the
implementation of the Proposal and, (iv) to
appoint representatives of the Company to vote
in favor of the Proposal at the subsidiaries’
Shareholders’ Meetings with the broadest powers.

On April 16, 2014, Grupo Clarín made a filing
before AFSCA to request the suspension and/or
extension of the 180-day term set under
AFSCA Resolution No. 193/2014 to implement
the Proposal until the conditions precedent
described in the Proposal (including the repeal
of MEyFP Resolution No. 113/10 and SCI
Resolution No. 1011/09 by the Ministry of
Economy and the Secretariat of Domestic Trade
and the approval of the merger between
Cablevisión and Multicanal by the CNV) have
been met, and until the proposals filed by
TELEFE, PRISA and TELECENTRO have
been reviewed and decided upon.

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had rejected the request for the suspension
and/or extension of the term established for the
implementation of the Proposal, which had
been filed on April 16, 2014.

At the meeting held on April 25, 2014, the
Board of Directors of Grupo Clarín took notice
of the letters sent by ELHN Grupo Clarín New
York Trust, HHM Grupo Clarín New York
Trust, LRP Grupo Clarín New York Trust,
Aranlú S.A. and José Antonio Aranda, whereby
they requested the Company to analyze the
feasibility of a spinoff of Grupo Clarín into two
public entities, one that would maintain Unit I
and the other would maintain Unit II, as
defined in the Proposal. As decided at that
Board Meeting, if this transaction should be
selected as the alternative to consummate
the Proposal, Grupo Clarín would also have to
proceed with the sale of Units III, IV, V and
VI, thus mitigating the negative effects of
the Company conforming to the Audiovisual
Communication Services Law for minority
shareholders.

On May 13, 2014, the Company’s Board of
Directors approved the spinoff of the Company
under the terms described in the spinoff
prospectus. The spinoff is one of the alternatives
that the Company was forced to analyze and
project to eventually submit to its shareholders
for the purpose of complying with the Proposal
considered by the shareholders at the
Shareholders’ Meeting of Grupo Clarín S.A.
held on March 20, 2014, and declared formally
admissible by AFSCA on February 18, 2014.
The spinoff is subject to the Prior Regulatory
Authorizations, as defined in the above-
mentioned prospectus.

will retain its interest in the Business Units
that are outside the scope of the Audiovisual
Communication Services Law; (B) Unit II
will receive, as a result of the spinoff of Grupo
Clarín S.A., the assets identified to that effect
in the Proposal (in summary, an indirect
interest in Cablevisión S.A. with all the assets,
liabilities, rights and obligations that are
not spun off from that company). It will request
authorization to be admitted to the public
offering regime and authorization for the
trading of the shares that will be received by the
current holders of shares issued by Grupo
Clarín that are traded on stock exchanges; (C)
once (i) the Company has obtained the Prior
Regulatory Authorizations (as defined in Grupo
Clarín S.A.’s spinoff prospectus), (ii) the
spinoff has been registered, (iii) the Spun-off
Company has been registered with the IGJ
and, (iv) the spun-off company has been
admitted to the public offering regime, Grupo
Clarín will reduce its capital stock affecting
all shareholders in each class of shares, and the
spun-off company will issue in exchange a set
of new shares of the same classes as those issued
by Grupo Clarín according to the following
“exchange ratio”: 1 current share of Grupo
Clarín S.A. will be equivalent to 0.3896 shares
of Grupo Clarín S.A. (post spinoff ), and
(ii) 0.6104 new shares of the spun-off company.
(D) The other Units (III, IV, V and VI)
identified in the Proposal will not be spun off,
but will be offered for sale to third parties by
Grupo Clarín or a subsidiary that is the
direct holder of the equity that makes up the
respective unit. As stated in the Company’s
spinoff prospectus, the “Spinoff Date” will be
the date on which the last of the following
authorizations and/or filings has been obtained
and/or made (as appropriate): (i) Prior
Regulatory Authorizations (as defined in the
Section “Regulatory Authorizations” of
the Prospectus), (ii) registration of the spinoff
before the IGJ, or (iii) registration of
Cablevisión Holding S.A.’s incorporation
before the IGJ. Cablevisión Holding S.A. will
begin to operate on its own on the first day
of the month following the expiration of the
30-day term counted as from the Spinoff Date
(the “Operations Transfer Date”). The Spinoff
will produce accounting effects as from the
Operations Transfer Date.

The Board of Directors of Cablevisión S.A.
moved forward with the tasks for the

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implementation of the Proposal submitted by
that company and decided on May 13, 2014
to approve the spinoff proposal and formally
request the CNV’s administrative approval
of its spinoff into three different independent
companies, the consequent reduction of its
equity and the amendment of its bylaws. The
Board of Directors of Cablevisión also approved
the special spinoff balance sheet and the
spinoff prospectus prepared for such purpose.
The spinoff is subject to the Prior Regulatory
Authorizations, as defined in the spinoff
prospectus.

On May 14, 2014, the Company requested
from the CNV, within the above-mentioned
scope, the administrative approval of its spinoff
and submitted the spinoff prospectus, which had
been approved by its Directors at the meeting
held on the previous day. The Company decided
to send a letter to all the shareholders who
had signed the letters detailed in the Minutes of
the Board of Directors’ Meeting dated April 25,
2014, as well as to the holder of the Class C
shares, requesting that they expressly inform the
Company how they will comply fully with
the Audiovisual Communication Services Law
(with respect to Unit 1 and Unit 2) if the
Proposal should be implemented through the
spinoff described above.

On May 15, 2014, the Company’s Board of
Directors took notice of the letters sent by the
shareholders ELHN Grupo Clarín New York
Trust, HHM Grupo Clarín New York Trust,
LRP Grupo Clarín New York Trust, José
Antonio Aranda and Aranlú S.A. According
to those letters, if the Proposal were to be
implemented using the spinoff option, said
shareholders would carry out the necessary
transactions so that (i) the direct and indirect
shareholders of Grupo Clarín S.A. (post spinoff )
will be Aranlú S.A., José Antonio Aranda and
LRP Grupo Clarín New York Trust, and
(ii) the direct and indirect shareholders of the
spun-off company, Cablevisión Holding S.A.,
will be HHM Grupo Clarín New York Trust
and ELHN Grupo Clarín New York Trust.
In their respective letters, GS Unidos LLC and
its owner, Mr. Ralph H. Booth II, have stated
their intention to cooperate with the Company
in the implementation of the Proposal and,
particularly, in the possible spinoff. To that end,
if the Proposal were to be implemented using
the spinoff option and subject to the approval

of the regulatory authorities that may
eventually correspond, Mr. Ralph H. Booth II
has undertaken to reach an agreement with
an unrelated third party so that they may carry
out the transactions that may be necessary to
cause the split of GS Unidos LLC and reach the
following shareholder structure for all of the
Class C shares of Grupo Clarín (post Spinoff )
and of the spun-off company: (i) the holder
of all of the Class C shares of Grupo Clarín
(post spinoff ) shall be the existing company GS
Unidos LLC, which by that time will be
owned by an unrelated third party assignee;
(ii) the holder of all of the Class C shares of
Cablevisión Holding S.A., the company spun-
off from Grupo Clarín S.A., shall be a new
limited liability company incorporated in the
United States of America, which will be owned
directly or indirectly by Ralph H. Booth II.

On May 15, 2014, the Company notified
AFSCA that on May 14, 2014 it had
made a filing with the CNV requesting the
CNV’s administrative approval of the
Company’s spinoff process.

Also on May 15, 2014, Cablevisión made a
filing before AFSCA in order to: i) prove before
such Agency that on May 14, 2014 it had
made a filing before the CNV requesting the
administrative approval of the spinoff process
required for the implementation of the
Proposal; and ii) request its authorization for
the amendment of the Bylaws of Cablevisión,
pursuant to Section 25 of Law No. 26,522.

On May 16, 2014 and on June 15, 2014, and
pursuant to Section 27 of the Audiovisual
Communication Services Law, the Company
made a filing before AFSCA in order to notify
that agency of the new shareholder structure
of (i) the Company, (ii) its controlling company,
GC Dominio S.A., (iii) Cablevisión Holding
S.A., the company to be spun off from Grupo
Clarín S.A. and (iv) the controlling company of
the latter, and indirect controlling company
of Cablevisión, CV Dominio S.A., which will
result if the spinoff informed on May 15, 2014
were to occur.

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a given number of shares of Cablevisión such
that, upon consummation of the spin-off
of Cablevisión, the offerors will be entitled to
receive sixty percent (60%) of the shares to
be issued by Cablevisión Spinoff 2 (Unit III
under the Proposal).

On June 25, 2014, the Company, ARTEAR,
Radio Mitre and Cablevisión received a
Note from AFSCA communicating a series of
considerations about: a) the administrative
approval requested from the CNV of the spinoff
process of the Company and Cablevisión,
and b) the authorization requested for the
amendment of the Bylaws of Cablevisión. In
such note, AFSCA: i) informed that it had
taken notice of the request for administrative
approval filed with the CNV of both spinoff
processes; ii) made certain observations
regarding the proposal to amend Cablevisión’s
Bylaws; iii) stated that it understood that
Cablevisión would be liable for any and all acts
and any contingency arising from those acts
until the date of the approval to be granted by
AFSCA for the transfers in favor of the spun-off
companies and not as from the date of
consummation of those transfers; iv) stated that
it would review the bylaws of the spun-off
companies; v) stated that it would consider
the requested approval once the Company and
Cablevisión had informed: v.1.) whether the
shareholders had approved the proposed spinoffs
and v.2.) the names of the final shareholders
of those companies, as well as those of the
spun-off companies. It also stated that at such
time, it would also analyze the Filings made
in connection with the possible composition of
the proposed Audiovisual Communication
Service Units; and vi) mentioned that the
Company, Cablevisión and the companies to be
created under the spinoff must be absolutely
independent and unrelated among each other,
without any common shareholders of any type.

of the companies to be spun off from
Cablevisión, which must necessarily be identical
to Cablevisión’s own bylaws, iii) once the
companies to be spun off, which will have new
shareholders subject to AFSCA’s prior approval,
as appropriate, have been registered, Cablevisión
cannot continue to be held liable for the
acts of the spun off companies and/or related
contingencies, because Cablevisión had
undertaken before AFSCA to comply with the
requirement of absolute independence among
Cablevisión and the spun-off companies; iv) the
Company and Cablevisión had undertaken
to inform within the shortest possible time the
decisions rendered by their shareholders at
Shareholders’ Meetings; and v) compliance with
approval conditions to be met by the Company
had been acknowledged by that Agency. The
Company and Cablevisión reaffirmed their
commitment under the Proposal in connection
with the independence between the Company
and its spun-off company and among
Cablevisión and its spun-off companies, except
with respect to the Company’s minority holders
of Class B shares that are listed and traded
on the Buenos Aires Stock Exchange (BCBA,
for its Spanish acronym) and on the London
Stock Exchange (LSE) in the understanding that
the shares that trade freely on stock exchanges
are outside the scope of the restrictions imposed
under the new legal framework.

Once the Proposal has been declared formally
admissible by AFSCA, which occurred on
February 18, 2014, its implementation requires
the intervention of other governmental
and oversight agencies and the approval of
the shareholders at the respective Shareholders’
Meetings in order to carry out the reorganization
and the transfer of licenses, assets, liabilities
and operations to third parties, which must then
receive final approval from AFSCA by means
of an act that declares that the process has been
duly completed.

For that reason, the Company made various
fillings before the different entities/
governmental agencies that must intervene
in the implementation of the proposal,
according to the following detail:
• Ministry of Economy;
• Secretariat of Trade;
• Comisión Nacional de Defensa de la
Competencia (National Antitrust Commission);
• Argentine Securities Commission;

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• Argentine Secretariat of Communications;
• Before AFSCA, informing the above-
mentioned filings.

The Company made new filings requesting
AFSCA to grant service authorization for
subscription television services that, as a result
of the reorganization, will not change their
conformation and are still pending resolution
to date.

Within the framework of the process to
conform the Company to the Audiovisual
Communication Services Law, the Company
also requested that agency to grant service
authorization and the extension of the licenses
held by Radio Mitre S.A. corresponding to:
AM Córdoba, FM Mendoza, FM Tucumán,
and FM Santa Fe.

Cablevisión made filings before AFSCA in
which it reserved its rights and made statements
in connection with the interpretation of certain
recitals of Resolution No. 193/AFSCA/2014
regarding the decisions rendered on:
• The radio-electric link subscription television
services that will be discontinued as a result
of the reorganization;
• The portion of radio-electric spectrum that
will be accumulated provisionally to the radio-
electric services selected in certain locations.
• The statement about the maintenance of the
registration of the signal METRO by
Cablevisión S.A.
• Rectification of the proposal originally
submitted regarding the services rendered in
Necochea, La Dulce, Lobería, Monte de los
Gauchos, Godoy and Rawson, in Cablevisión S.A.

Pursuant to Note No.
263/AFSCA/DGAJyR/SGAJ/2014, AFSCA
informed Cablevisión that AFSCA’s Board
had approved the amendments proposed by that
company to the Proposal with respect to
Necochea, La Dulce, Lobería, Monte de los
Gauchos, Godoy and Rawson.
The Company obtained from the subsidiaries
of Cablevisión S.A. a confirmation of
Cablevisión’s proposal filed by the Company,
and provided evidence of such circumstance
to AFSCA pursuant to AFSCA Resolution
No. 193/2014. The ratifications reported as
of the closing date of these financial statements
correspond to the following companies:
• Tres Arroyos Televisora Color S.A.;

• Indio Rico Cable Color S.A.;
• Copetonas Video Cable S.A.;
• Cable Video Sur S.A. (under reorganization);
• Dorrego Televisión S.A.;
• Wolves Televisión S.A.

The proposal submitted by Cablevisión was
approved by La Capital Cable S.A. and
Otamendi Cable Color S.A. As of the date of
these financial statements, no filing was
made in connection with these approvals before
AFSCA. Cablevisión has carried out all
necessary proceedings in order to obtain the
approval of the Proposal from Teledifusora San
Miguel Arcángel S.A. and Ver TV S.A.

On June 30, 2014, the shareholders of
Cablevisión approved that company’s partial
spinoff under the terms described in the
spinoff prospectus submitted by Cablevisión
before the CNV in compliance with applicable
legislation for (i) the creation with a portion
of the equity subject to the spinoff, of
two companies whose corporate names will
be Compañía Argentina de Cable S.A.
and Compañía Inversora de Redes S.A.; (ii) the
merger of a portion of the spun-off equity
with La Capital Cable S.A. and (iii) the merger
of a portion of the spun-off equity with Tres
Arroyos Televisora Color S.A.

On June 30, 2014 the Company’s shareholders
at the General Extraordinary Shareholders’
Meeting approved (i) the partial spinoff of Grupo
Clarín, (ii) the creation of a new sociedad
anónima (a corporation with limited liability)
with the equity subject to the spinoff under the
name CABLEVISIÓN HOLDING S.A., which
will request admission to the public offering
regime, under the terms set forth in the spinoff
prospectus filed by Grupo Clarín with the
CNV in accordance with applicable legislation
and which was published in the BCBA’s Daily
Bulletin and in the CNV’s Financial Information
Highway, (iii) the reduction of the Company’s
capital stock as a consequence of the approved
partial spinoff, (iv) the reduction in the amount
of the capital stock that is authorized for public
offering and listing on the Buenos Aires Stock
Exchange and the London Stock Exchange,
(v) the amendment of Articles 4, 5, 16, 21 and
24 of the Company’s Bylaws under the terms
established in the spinoff prospectus, (vi) the
deletion of Article 27 of the Company’s current
Bylaws, and (vii) the performance of the

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Task Force Created to Implement the Proposal
as from the Extraordinary Shareholders’ Meeting
held on March 20, 2014 and up to that date,
and granted such Task Force the broadest powers
to consider, manage and submit to competent
authorities all the required authorizations for the
implementation of the Proposal.

As of the date of these financial statements,
the Company has published the corresponding
spinoff notices pursuant to Section 88 of the
Argentine Business Associations Law. Two
objections were filed against the spinoff, which
were duly dismissed. Notwithstanding the
foregoing, as of the date of these financial
statements, the Company has not yet issued the
public deeds relating to the spinoff and to the
creation of the spun-off companies because the
prior regulatory authorizations have not been
granted as provided under its spinoff prospectus.

In addition, at the above-mentioned General
Extraordinary Shareholders’ Meeting of June 30,
2014, the Shareholders approved (i) the
irrevocable offer received for the acquisition of
Unit III under the Proposal, (ii) the irrevocable
offers received for the acquisition of the assets
that make up Unit V under the Proposal, (iii) the
irrevocable offer for the acquisition of the shares
of Telba, and (iv) the motion to adjourn the
meeting until July 11, 2014 so that the Company
may make a filing requesting AFSCA to ratify
the existence of certain precedents decided
by AFSCA in other companies’ procedures to
conform to the Audiovisual Communication
Services Law, in connection with the limitations
applicable to the ownership of registered cable
television signals and, if any such precedents
exist, that AFSCA consider the proposal
submitted by the Company as if it had been
reformulated. The Company would then submit
the matter to the shareholders so that, with
AFSCA’s answer, they may consider the
irrevocable offers received for the sale of shares
and/or assets that make up Unit IV under the
Proposal, and the irrevocable offer for the
acquisition of the shares of Cuyo Televisión S.A.,
if any shall exist as of the date on which the
shareholders’ meeting is scheduled to resume.

The main terms and conditions of the offers
approved by the shareholders at the
Extraordinary Shareholders’ Meeting held on
June 30, 2014 are the following:

• The irrevocable offer received for the
acquisition of Unit III under the Proposal. The
irrevocable offer approved by the shareholders for
the acquisition of Unit III under the Proposal
was made by Messrs. Gerardo Martí Casadevall
and Christophe DiFalco (the Investors).
The offer contemplated the acquisition, on the
Closing Date, defined as the date that occurs
10 business days immediately after the date on
which all of the conditions precedent have been
fulfilled and until December 31, 2014 unless
such deadline should be extended by both
investors and/or by Grupo Clarín and Fintech
until no later than March 31, 2015, from one or
more companies controlled by the Company,
of a given number of shares of Cablevisión S.A.
such that, upon consummation of the spin-off
of Cablevisión S.A., the Investors will be entitled
to receive 60% of the shares to be issued by
Cablevisión Spinoff 2. The Offer is subject to
the condition that it also include minority equity
interests in La Capital Cable S.A., Tres Arroyos
Televisora Color S.A., Teledifusora San Miguel
Arcángel S.A. and AVC Continente Audiovisual
S.A., and Televisora Privada del Oeste S.A.
Simultaneously with this Irrevocable Offer, the
Investors have sent Fintech Advisory Inc. an
irrevocable offer in terms substantially similar to
those of the Offer, for the Investors to acquire
all of the capital stock of a new limited liability
company to be incorporated in the State
of Delaware, United States of America,
that will own approximately 40% of the shares
to be issued by Cablevisión Spinoff 2. The
implementation and effective closing of
the transaction described under the Irrevocable
Offer -including the payment of the offered price
and the transfer of the shares of Cablevisión S.A.
to the Investors- is subject to the following
Conditions Precedent set forth under the Offer,
including the final approval to be granted by
AFSCA. The purchase price established in
the Irrevocable Offer is of a) USD 28,200,000,
for the 60% participation owned by the
Company. The price will be paid as follows:
a) USD 8,460,000 on the Closing Date, in
United States Dollars, and b) the balance shall
be paid by means of a promissory note to be
issued by the Investors and to be delivered on
the Closing Date for USD 19,740,000
under the terms described in Exhibit III to the
Offer. The conditions that were negotiated
include: A purchase option, transferrable to third
parties, over the assets sold for a term of 7 years,
a percentage of the sale price upon the occurrence

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of any liquidity event, also in favor of the seller,
and a transferrable right of first refusal, which
will allow the Company to match any offer that
the purchasers might receive in the future -
conditions that will allow the current shareholders
to recover a portion of the future value.

• The irrevocable offers received for the
acquisition of the assets that make up Unit V
under the Proposal. The main terms of the
offers received by Radio Mitre S.A. are the
following: (A) Firm and Irrevocable Offer for
the acquisition of the Sound Frequency
Modulation Broadcasting Service in San Miguel
de Tucumán: The offer letter was sent by Mr.
Facundo Soler Valls for the acquisition of the
sound frequency modulation broadcasting
service in the frequency 99.5 Mhz, Channel
258, Category “C” of the City of San Miguel de
Tucumán, Province of Tucumán, awarded in
favor of RMSA under Resolution No. 1,325-
CFR/99 (the “Tucumán Broadcasting Service”).
The assignment, sale and transfer of the
Tucumán Broadcasting Service will be subject
(condition precedent) to the fulfillment on or
before December 31, 2014 -or upon expiration
of any extension of this term- of all of the
conditions precedent contained in the offer,
among others, that AFSCA and the other
oversight agencies that may correspond approve
the assignment, sale and transfer of the
Tucumán Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to
be a licensee of the audiovisual communication
service that is the subject matter of the Offer.
The Price offered for the Assignment
of the Tucumán Broadcasting Service is of
Ps. 1,000,000 (One Million Pesos), payable
as follows: (i) Ps. 100,000 (One Hundred
Thousand Pesos) as Advance Payment, within
5 (five) business days after receipt by the
Offeror of the notice of pre-acceptance of the
Offer; (ii) Ps. 75,000 (Seventy Five Thousand
Pesos) on the Closing date, and (iii) the balance
of Ps. 825,000 (Eight Hundred Twenty Five
Thousand Pesos) shall be payable with 11
(eleven) equal, monthly and consecutive checks.
On June 30, 2014, Radio Mitre sent to
the Offeror the notice of pre-acceptance of the
Offer. Finally, on July 1, 2014 Radio Mitre S.A.
notified the Offeror of the acceptance of the
Offer, stating that even though its acceptance of
the Offer was binding both on Radio Mitre

and the Offeror, its execution was subject to
the effective occurrence of the conditions
precedent indicated in the Offer. (B) Firm and
Irrevocable Offer for the acquisition of the
Sound Frequency Modulation Broadcasting
Service in Santa Fe: Its main terms and
conditions are the following: (I) Offeror:
PRENSA Y MEDIOS SANTAFESINOS DEL
SUR S.A. The assignment, sale and transfer
of the Santa Fe Broadcasting Service will be
subject (condition precedent) to the fulfillment
on or before December 31, 2014 -or upon
expiration of any extension of this term- of all
of the conditions precedent contained in the
offer, among others, that AFSCA and the other
oversight agencies that may correspond approve
the assignment, sale and transfer of the Santa Fe
Broadcasting Service, including but not limited
to the approval of the admissibility conditions
of the Offerors required by the Audiovisual
Communication Services Law to be a licensee
of the audiovisual communication service
that is the subject matter of the Offer. The Price
offered for the Assignment of the Santa Fe
Broadcasting Service is of USD 150,000 (One
Hundred Fifty Thousand US Dollars), payable
as follows: (i) USD37,500 (Thirty Seven
Thousand Five Hundred US Dollars) as
Advance Payment, within 5 (five) business days
after receipt by the Offeror of notice of pre-
acceptance of the Offer, and (ii) the balance of
USD112,500 (One Hundred Twelve Thousand
Five Hundred US Dollars) on the Closing date.
On June 30, 2014, Radio Mitre sent to
the Offeror the notice of pre-acceptance of the
Offer. Finally, on July 1, 2014 Radio Mitre S.A.
notified the Offeror of the acceptance of the
Offer, stating that even though its acceptance
of the Offer was binding both on Radio Mitre
and the Offeror, its execution was subject to
the effective occurrence of the conditions
precedent indicated in the Offer. (C) Firm
and Irrevocable Offer for the acquisition of the
Sound Frequency Modulation Broadcasting
Service in San Carlos de Bariloche; the main
terms and conditions are the following: (I) the
offer letter was sent by SALTAVIOLETA S.R.L.
The assignment, sale and transfer of the
Bariloche Broadcasting Service will be subject
to the fulfillment on or before December 31,
2014 -or upon expiration of any extension
of this term- of all of the conditions precedent
contained in the offer, among them, that
AFSCA and the other oversight agencies that
may correspond, approve the assignment,

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sale and transfer of the Bariloche Broadcasting
Service, including but not limited to the
approval of the admissibility conditions of the
Offerors required by the Audiovisual
Communication Services Law to be a licensee
of the audiovisual communication service
that is the subject matter of the Offer. The Price
offered for the Assignment of the Bariloche
Broadcasting Service is of USD 75,000 (Seventy
Five Thousand US Dollars) (the “Price”),
payable as follows: (i) USD18,750 (Eighteen
Thousand Seven Hundred Fifty US Dollars) as
Advance Payment, within 5 (five) business
days after receipt by the Offeror of the notice
of pre-acceptance of the Offer, and (ii) the
balance of USD56,250 (Fifty Six Thousand Two
Hundred Fifty US Dollars) on the Closing date.
On June 30, 2014, Radio Mitre sent to
the Offeror the notice of pre-acceptance of the
Offer. Finally, on July 1, 2014 Radio Mitre S.A.
notified the Offeror of the acceptance of the
Offer, stating that even though its acceptance of
the Offer was binding both on Radio Mitre
and the Offeror, its execution was subject to the
effective occurrence of the conditions precedent
indicated in the Offer and (D) Firm and
Irrevocable Offer for the acquisition of the
Sound Frequency Modulation Broadcasting
Service in Bahía Blanca. Its main terms
and conditions are the following: The offer
letter was sent by Mr. Marcelo González, who
made a binding, firm and irrevocable offer
for the acquisition of the Sound Frequency
Modulation Broadcasting Service identified
with the distinctive signal “LRI436”, Category
“D” to operate in the frequency 96.5 Mhz,
Channel 243, in the city of Bahía Blanca,
Province of Buenos Aires, the ownership of
which in favor of RMSA was confirmed
under Resolution No. 0741-COMFER/00.
The assignment, sale and transfer of the Bahía
Blanca Broadcasting Service will be subject
(condition precedent) to the fulfillment on or
before December 31, 2014 -or upon expiration
of any extension of this term- of all of the
conditions precedent contained in the offer,
among them, that AFSCA and the other
oversight agencies that may correspond approve
the assignment, sale and transfer of the Bahía
Blanca Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to
be a licensee of the audiovisual communication
service that is the subject matter of the Offer.

The Price offered for the Assignment of
the Bahía Blanca Broadcasting Service is of
USD 50,000 (Fifty Thousand US Dollars),
payable as follows: (i) USD12,500 (Twelve
Thousand Five Hundred US Dollars) as
Advance Payment, within 5 (five) business days
after receipt by the Offeror of the notice of
pre-acceptance of the Offer, and (ii) the balance
of USD37,500 (Thirty Seven Thousand Five
Hundred US Dollars) on the Closing date.
On June 30, 2014, Radio Mitre S.A. sent to the
Offeror the notice of pre-acceptance of the
Offer. Finally, on July 1, 2014 Radio Mitre S.A.
notified the Offeror of the acceptance of the
Offer, stating that even though its acceptance of
the Offer was binding both on Radio Mitre S.A.
and the Offeror, its execution was subject to
the effective occurrence of the conditions
precedent indicated in the Offer. With regard
to the above-mentioned offers, in July 2014 the
offerors paid Radio Mitre the advances that
were agreed in connection with the transfers of
the frequencies of San Miguel de Tucumán,
Bahía Blanca and Santa Fe.

• Irrevocable Offer for the acquisition of the
Sound Broadcasting Service owned by Bariloche
TV. The main terms and conditions of the
Offer received are the following: (I) the offer
letter was sent by Mr. Francisco Alejo
Quiñonero (the “Offeror”), who made a
binding, firm and irrevocable offer (the “Offer”)
for the acquisition of the sound frequency
modulation broadcasting service, identified
with the distinctive signal LGR346. Category
D, to operate in the frequency 103.1MHz,
Channel 276, in the city of San Carlos de
Bariloche, Province of Río Negro, awarded to
Bariloche TV pursuant to Resolution 154-
COMFER/2001 (the “Bariloche Broadcasting
Service”). (II) The assignment, sale and transfer
of the Bariloche Broadcasting Service will be
subject (as condition precedent) to the
fulfillment on or before December 31, 2014-or
upon expiration of any extension of this term,
should Bariloche TV extend it for up to
180 days-of all of the following Conditions
Precedent: (i) that AFSCA and the other
oversight agencies that may correspond approve
the assignment, sale and transfer of the
Bariloche Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offeror; and (ii) that as
of the Closing Date there are no laws and/or
administrative and/or court orders restraining,

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prohibiting, amending, altering, conditioning
or rendering illegal the assignment, sale and
transfer of the Bariloche Broadcasting Service
under the conditions set forth in the Offer.
(III) The Offer shall remain effective from June
24, 2014 through August 20, 2014 (the "Offer
Period"), notwithstanding which, if on or before
that date Bariloche TV should communicate
to the Offeror that the Offer has been
considered admissible by the Board of Directors
of Grupo Clarín S.A. and pre-accepted for the
purpose of its subsequent treatment at the
shareholders’ meeting of Grupo Clarín S.A. that
will consider and decide on the manner, form
and conditions for the implementation of
the Proposal (the "Pre-Acceptance"), the Offer
shall be automatically extended for an additional
period that will expire 10 (ten) business days
after the close of the above-mentioned
Shareholders’ Meeting of Grupo Clarín S.A.
(IV) The Offer shall be deemed accepted
by Bariloche TV if the shareholders of Grupo
Clarín S.A., at the abovementioned
shareholders’ meeting, should decide within
the Offer Period to accept the Offer
definitively, and Bariloche TV should send the
Offeror written notice stating unequivocally
its intention to assign, sell and transfer to
the Offeror the Bariloche Broadcasting Service
under the terms and conditions of the Offer
(the "Acceptance"). As from Acceptance, this
Offer will be binding on both Bariloche TV and
the Offeror and its execution will only be
subject to the effective occurrence of the
Conditions Precedent. At closing, the parties
shall execute all the final instruments required
to consummate the assignment, sale and
transfer of the Bariloche Broadcasting Service.
(V) Within 10 (ten) days as from the
Acceptance, the Offeror undertakes to create a
company for the purpose of acquiring the
Bariloche Broadcasting Service. (VI) If the Offer
should be accepted as of the Closing Date,
Bariloche TV and the Offeror shall perform the
acts required to execute a firm agreement on
the assignment, sale and transfer of the
Bariloche Broadcasting Service in favor of the
Offeror in accordance with the terms and
conditions of the Offer (the “Assignment”).
(VII) The Price offered for the Assignment of
the Bariloche Broadcasting Service is of Ps.
450,000 (Four Hundred Fifty Thousand Pesos)
(the “Price”), payable as follows: (i) Ps. 149,985
(One Hundred Forty Nine Thousand Nine
Hundred Eighty Five Pesos) as initial price, on

the Closing date, and (ii) Ps. 300,015 (Three
Hundred Thousand Fifteen Pesos), which shall
be converted into US Dollars at the official
offer exchange rate quoted by Banco Nación on
the day immediately preceding the Closing date
(the "Price Balance"), and shall be paid in 2
(two) equal installments of Ps. 115,007.50 each
-with no interest- which shall be payable
upon 12 (twelve) and 18 (eighteen) months as
from Closing date. The Offeror may cancel
such installments in Pesos, at the official offer
exchange rate quoted by Banco Nación on
the day immediately preceding the payment
date. The Price Balance shall be guaranteed by
the Offeror by the issuance and delivery to
Bariloche TV, on the Closing date, of 2 (two)
promissory notes. (VIII) The Offer sets as
closing date the tenth business day as from the
fulfillment of the last of all Conditions
Precedent (the "Closing"), at the time and place
that Bariloche TV shall notify the Offeror
in writing, to carry out the acts necessary to
execute the Assignment of the Bariloche
Broadcasting Service. (IX) The Assignment of
the Bariloche Broadcasting Service shall be
executed in the economic, financial, equity, tax,
legal and regulatory conditions in which such
service is at Closing Date. (X) The Offeror
undertakes to carry out at its own risk, within
applicable terms, all the notices and/or filings
with the authorities or governmental agencies
that may be necessary (especially with AFSCA)
on account of or in connection with the Offer.
On July 1, 2014, Bariloche TV notified Mr.
Francisco Alejo Quiñonero of the acceptance
of the Offer, stating that as from the
Acceptance, the Offer was binding both on the
company and the Offeror, and its execution
was only subject to the effective occurrence of
the conditions precedent indicated in the Offer.
The parties shall, at Closing, execute all the
final instruments required to consummate
the assignment, sale and transfer of the sound
broadcasting service subject matter of the Offer.

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of the capital stock and votes of TELBA owned
by ARTEAR, and in the same proportion
the political and economic rights inherent to
such shares (the “ARTEAR Shares”), and (ii) 1
(one) registered, non endorsable, common share
with a nominal value of Ps. 0.0001 and entitled
to one vote per share, representing 0.0006%
of the capital stock and votes of TELBA owned
by GC Minor, and in the same proportion the
political and economic rights inherent to such
shares. The assignment, sale and transfer
of the Shares shall be subject to the approval by
AFSCA and by other oversight agencies that
may correspond on or before December 31,
2014 of the transfer of the Shares subject matter
of the Offer; and to the absence as of the
Closing Date of any laws and/or administrative
and/or court orders restraining, prohibiting or
rendering illegal the transfer of the Shares
under the conditions set forth under the Offer
(the “Conditions Precedent”). On July 1, 2014,
ARTEAR and GC Minor notified Mr. Francisco
Alejo Quiñonero of the acceptance of the
Offer, stating that as from the Acceptance,
the Offer was binding on ARTEAR, GC Minor
and the Offeror, and its execution was only
subject to the effective occurrence of the
conditions precedent indicated in the Offer. The
parties shall, at Closing, execute all the final
instruments required to consummate the
assignment, sale and transfer of the Shares of
TELBA. The Price offered for the Purchase of
the Shares of TELBA is of Ps. 5,000,000
(Five Million Pesos) (the “Price”), payable as
follows: (i) Ps. 1,666,500 (One Million Six
Hundred Sixty Six Thousand Five Hundred
Pesos), at Closing; and (ii) the balance of
Ps. 3,333,500 (Three Million Three Hundred
Thirty Three Thousand Five Hundred Pesos)
shall be converted into US Dollars at the
official offer exchange rate quoted by Banco de
la Nación Argentina on the Closing date (the
“Purchase Price Balance”), and shall be settled as
follows: (i) 50% (fifty per cent) of the Purchase
Price Balance shall be settled upon 12 (twelve)
months as from Closing date, and (ii) the
remaining 50% (fifty per cent) of the Purchase
Price Balance shall be settled upon 18 (eighteen)
months as from Closing date. Although the
Purchase Price Balance has been agreed in US
Dollars, the Offeror may settle the Purchase
Price Balance in pesos, or any currency that may
replace the Argentine peso, at the official offer
exchange quoted by Banco de la Nación
Argentina. The Purchase Price Balance shall be

guaranteed by the Offeror by the issuance
and delivery to ARTEAR and GC Minor, on
the Closing date, of 2 (two) promissory notes.
The Purchase of the Shares of TELBA shall
be executed in the economic, financial, equity,
tax, legal and regulatory conditions in which
such shares and TELBA are at Closing.
Additionally, the Purchase shall be, with respect
to ARTEAR and GC Minor, free and clear of
any responsibility arising from the existence
of any liabilities arising prior to the Closing date
and not disclosed in the Financial Statements
of TELBA. Also, at Closing, the Offeror
shall grant ARTEAR and GC Minor and/or
a designee of ARTEAR and GC Minor,
irrevocably and firmly: the exclusive, firm and
irrevocable right, but not the obligation, to opt
for the purchase of the Shares of TELBA (the
“Right of Option”); and the right of first refusal
to acquire, exclusively and with priority the
Shares of TELBA with respect to any third party
(the "Right of First Refusal"), subject to the
terms and conditions established in the Offer.

As decided by the shareholders, on July 1, 2014
(Filing No. 13,291-AFSCA/14), the Company
appeared before AFSCA and requested
that agency to ratify that the limitations under
Subsection 3 of Section 45 apply only to
audiovisual communication service licensees
that are holders of the registered title of cable
television signals and not to its shareholders
and/or holders of the registered title of cable
television signals (when the latter are not
licensees). The Company also stated that if that
agency were to confirm the Company’s
interpretation, then the Proposal should be
deemed reformulated and/or partially amended
based on any such precedents and on the
principle of equality taking into account the
reservation of rights under the Company’s
Proposal.

On July 10, 2014, AFSCA served the Company
and ARTEAR with Notice 130 AFSCA/14
whereby, in response to the note submitted
by both companies on July 1, 2014, that agency
stated that in the opinion of AFSCA’s
Permanent Legal Service, the request made by
both companies entailed a material amendment
of the Proposal, and therefore AFSCA rejected
the requested reformulation and/or amendment
of the Proposal because it considered that the
procedural stage for such amendments had
concluded. That agency also stated, prima facie,

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that the precedents mentioned by both
companies regarding the signals were not
applicable to the case under review.

On July 11, 2014, when the shareholders of
the Company resumed the Shareholders’
Meeting that had been adjourned on June 30,
2014, the shareholders approved (i) the firm
and irrevocable Alternative Offer of 34 South
Media LLC for Unit IV under the Proposal,
which was considered by the Company’s Board
of Directors on the same date, and instructed
the Board of Directors, in light of the response
received from AFSCA, to carry out all the
necessary steps to comply with the Proposal and
to bring the administrative and legal actions
required to best safeguard the interests of the
Company and (ii) the Irrevocable Offer for the
acquisition of the shares of Cuyo Televisión S.A.
(which make up Unit VI under the Proposal)
owned by Diario Los Andes Hermanos Calle
S.A., which had been considered by the
Company’s Board of Directors on the same date.

The main terms and conditions of the offers
approved by the shareholders at the meeting held
on July 11, 2014 to resume the Extraordinary
Shareholders’ Meeting that had been adjourned
until that date on June 30, 2014 are the
following:

• The terms and conditions of the firm and
irrevocable Alternative Offer of 34 South Media
LLC for Unit IV under the Proposal approved
by the shareholders are the following: The offer
consists in the transfer of ownership of the assets
that make up Unit IV under the Proposal to a
trust in which Grupo Clarín S.A. and GC
Minor S.A. will be the Settlors, by contributing
all the shares issued by Inversora de Eventos
S.A. representing 100% of the capital stock and
votes of that company, together with the
political and economic rights inherent to such
shares, once IESA has exercised its call options
on the signals and the shares representing
24.999613% of the capital stock and votes of
Canal Rural Satelital S.A, currently owned
by ARTEAR. The trust will be managed by an
independent trustee, which will be appointed
by Grupo Clarín S.A., GC Minor S.A. and
34 South Media LLC by mutual agreement.
The trustee will carry out its duties based
on management and administration rules or a
manual to be defined by mutual agreement
among Grupo Clarín S.A., GC Minor S.A. and

34 South Media LLC at the creation of the
Trust. The main purpose of the trust will be to
preserve the value of the assets held in trust in
case the Company decides to bring legal actions
to safeguard its rights. The beneficiaries of the
trust will be Grupo Clarín S.A., GC Minor S.A.
or 34 South Media LLC, to which the trustee
will transfer as appropriate the ownership of the
property held in trust. The trustee will transfer
all the Shares of IESA applying the following
criteria: 1st) in favor of 34 South Media LLC if
Grupo Clarín S.A. should be forced to divest of
Unit IV, within 10 days as from the fulfillment
of the Conditions Precedent (as defined below)
or the setting of the Price, whichever occurs
last (the “Closing”), or 2nd) in favor of Grupo
Clarín S.A. and GC Minor S.A. if Grupo
Clarín S.A. should not be forced to divest of
Unit IV, within 10 days as from the final
decision rendered in any actions brought by
the Company. Prior to Closing, the parties will
set the price that the offerors shall pay to the
assignors for the Shares of IESA according
to the following procedure: The offerors will
offer the assignors an aggregate price for
the Shares of IESA (hereinafter, the “Offered
Price”). If the assignors do not accept the
Offered Price, they may entrust Banco
Santander or Banco Itaú, at the sole discretion
of the assignors, with the valuation of the
Shares of IESA, or they may appoint any other
appraiser by mutual agreement among the
parties at the request of the assignors. The
appraiser will carry out its duty within thirty
calendar days as from its designation and
shall notify by certifiable means the result of the
valuation to all the parties involved. The
valuation method will be determined by the
designated appraiser. Once the parties have
been notified by certifiable means of the price
resulting from the valuation under the stipulated
procedure (hereinafter, the “Appraised Price”),
the following procedure will be followed:
1) If the Offered Price should be lower than
the Appraised Price, the offerors will acquire
the Shares of IESA at the Offered Price +
[(Appraised Price – Offered Price) / 2]). 2) If
the Offered Price should be higher than the
Appraised Price, the Price to be paid by the
offerors to the assignors for the Shares of IESA
shall be: Appraised Price + [(Offered Price –
Appraised Price ) / 2]). The costs and expenses
incurred as a result of the valuation stipulated
in this clause will be exclusively and equally
borne by the assignors and the offerors. After

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the final Sale Price has been agreed upon or set,
the transaction will be implemented at Closing,
which will take place on the date and at the
place indicated by the assignors. The price to be
paid by the offerors will be paid as follows:
30% at Closing and the balance in three equal,
annual and consecutive installments counted as
from Closing. The fulfillment of the obligations
undertaken by the parties at Closing, including
the payment of the Price by the offerors to the
assignors and the transfer of the Shares of IESA
by the trust to the offerors, will be subject to
the fulfillment of all of the following conditions
(individually and collectively, hereinafter the
“Conditions Precedent”): 1) That –where
necessary- AFSCA and other oversight agencies
that may correspond approve the transfer of
Shares of IESA and other assets subject matter
of this agreement in favor of the offerors; and
2) that there are no laws and/or administrative
and/or court orders restraining, prohibiting,
amending, altering, conditioning or rendering
illegal the transfer of the Shares of IESA and
other assets subject matter of this agreement.

• The main terms and conditions of the
Irrevocable Offer for the acquisition of
the shares of Cuyo Televisión S.A. (CUTESA)
owned by Diario Los Andes Hermanos Calle
S.A. are the following: The offer was sent
by Messrs. Silvina Claudia Alonso, Mariano
Germán Alonso and Gabriela Cecilia Alonso
(the “Assignees”) to acquire from Diario
Los Andes, all the rights and actions it has over
36,000 shares representing 9% of the capital
stock and votes of CUTESA. As from the notice
of acceptance of the offer, it will be binding
on both Diario Los Andes and on the
Assignors and its execution will only be subject
to the effective occurrence of the conditions
precedent mentioned in the offer. At closing,
the parties shall execute all the final instruments
required to consummate the assignment of the
rights over the shares of CUTESA. The price
offered for the assignment, sale and transfer of
the rights over the shares of CUTESA is
Ps. 17,000,000 payable by the Assignees
to Diario Los Andes as follows: Ps. 15,000,000
on the closing date, Ps. 2,000,000 equal to
6,000 seconds of prime time advertising in
CUTESA provided that such advertising seconds
may be used by Diario Los Andes or the
members of the same economic group within
5 years as from Closing. Notwithstanding
the foregoing, the Assignees will pay to Diario

Los Andes an additional Ps. 5,000,000
(the “Contingent Price Balance”), subject to the
condition precedent that upon the expiration
of the current term of the license -which would
expire on November 24, 2017-, CUTESA
be legally authorized to continue exploiting the
television broadcast service in the City of
Mendoza on account of an extension or
renewal of the license under any title or cause,
or that CUTESA continue to exploit the
service, in which case the Assignees shall pay to
Diario Los Andes the Contingent Price Balance
under the conditions mentioned in the Offer.
If exploitation of the service was maintained
during only part of a given period, the Assignees
shall pay to Diario Los Andes the Contingent
Price Balance pro rata, based on the duration
of the service. In order to guarantee the
payment of the price (and if applicable the
Contingent Price Balance) to Diario Los Andes,
the Assignees shall be jointly and severally liable
for, and shall be unrestricted guarantors of all
the obligations undertaken by the Assignees
with respect to the payment of the price
balance. The profits generated by CUTESA
during the years 2013 and 2014 (in this case on
a pro rata basis until the closing date) will be
approved by the Assignees as dividends in favor
of Diario Los Andes within the legal terms
and payable by CUTESA to Diario Los Andes
within ten working days as from their approval.

On July 22, 2014, the Company and
ARTEAR made a filing with AFSCA in order to
request that agency to disregard the erroneous
considerations contained in Opinion No.
001028-AFSCA/DGAJ and dismiss all the
decisions rendered by the areas of AFSCA
stated in Minutes No. 51 of AFSCA, which
were served on the Company and ARTEAR on
July 11, 2014, and to consider the Proposal
reformulated and/or amended under the terms
indicated by the Company and ARTEAR
in their note dated July 1, 2014 (Proceeding
No. 13291-AFSCA/14).

On July 24, 2014, Grupo Clarín S.A. made a
filing before AFSCA in order to notify that
agency that the shareholders of the Company, in
connection with the implementation of the
Proposal that was declared formally admissible
pursuant to Resolution No. 193/AFSCA/2014,
had approved: i) the proposal for the partial
spinoff of Grupo Clarín S.A. and the consequent
creation of a new company; ii) the irrevocable

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offer received by Grupo Clarín S.A. for
the acquisition of a given number of shares of
Cablevisión such that its acquirer will become
holder of Cablevisión Spinoff 2, i.e. Unit III
under the Proposal; iii) the transfer of the assets
owned by ARTEAR allocated to Unit IV in
favor of IESA and the irrevocable offer to transfer
the equity interests owned by Grupo Clarín S.A.
and GC Minor S.A. in IESA in favor of a
trust to be created; iv) the irrevocable offers
received by Radio Mitre S.A. for the sale
of the assets that make up Unit V; and v) the
irrevocable offers received by ARTEAR and
Diario Los Andes Hermanos Calle S.A. for the
sale of the assets that make up Unit VI.

Also on July 24, 2014, Cablevisión made a
filing with AFSCA in order to notify that
agency that on June 30, 2014, the shareholders
of Cablevisión, at that Company’s Extraordinary
Shareholders’ Meeting, had unanimously
approved: i) the proposal for the partial spinoff
of that company that had been duly informed
to AFSCA; ii) the partial amendment of
Cablevisión’s bylaws, which contemplates the
observations made by AFSCA; iii) the creation
of two new companies with a portion of the
equity subject to the spinoff; iv) the merger of
a portion of the equity subject to the spinoff
with Tres Arroyos Televisora Color S.A.,
Indio Rico Cable Color S.A., Copetonas Video
Cable S.A., Dorrego Televisión S.A., Cable
Video Sur S.A. (under reorganization), and v)
the merger of a portion of the equity subject to
the spinoff with La Capital Cable S.A. and
Otamendi Cable Color S.A. In the same filing,
the Company attached the Bylaws of the
companies to be spun off.

On July 25, 2014, the Company made a filing
with AFSCA in order to notify that agency
that its shareholders at the Extraordinary
Shareholders’ Meeting held on June 30, 2014,
its shareholders had approved the irrevocable
offer received from Messrs. Martí Casadevall
and Christophe DiFalco for the acquisition
of a number of shares of Cablevisión such
that, upon consummation of the spin-off of
Cablevisión, the offerors will be entitled
to receive sixty percent (60%) of the shares to
be issued by Cablevisión Spinoff 2 (Unit III
under the Proposal).

On August 11, 2014, Cablevisión requested
the SECOM to register the telecommunications

licenses directly or indirectly owned by
Cablevisión under the name of the surviving
company in accordance with the procedure
to conform the Company to the Audiovisual
Communication Services Law No. 26,522.

On August 13, 2014, AFSCA notified Grupo
Clarín, Cablevisión, ARTEAR and Radio
Mitre of Resolution No. 902/AFSCA/2014.
The Resolution rejects a request for the partial
amendment of the proposal filed by Grupo
Clarín and ARTEAR, relating to the divestment
of assets owned directly by the latter.
The Resolution also compels Grupo Clarín,
ARTEAR, Radio Mitre and Cablevisión
to ratify their intention to fulfill, with no
changes, the Proposal that was declared
formally admissible pursuant to Resolution
No. 193/AFSCA/2014 in the terms in which
it was admitted. That agency also stated that
failure to do so would be sanctioned pursuant
to Section 21 of Law No. 19,549, which
provides that the Administration may declare
unilaterally the lapsing of an administrative
act when the interested party does not fulfill the
conditions set forth under such act, provided
that the Administration shall have previously
declared the interested party delinquent
and granted a reasonable supplementary term
to remedy its non-compliance.

On August 15, 2014, 34 South Media LLC
requested Grupo Clarín and GC Minor to
reconsider the Original Offer submitted
on June 26, 2014, i.e. the transfer of the shares
representing 100% of IESA’s capital stock in
favor of 34 South Media LLC, including
all of the assets that make up Unit IV. 34 South
Media LLC also stated that in the event of
acceptance of the Original Offer, Mr. Miguel
El Haiek would acquire the minority interest
in IESA that may be necessary for regulatory
purposes in order to comply with the
requirement of a plurality of shareholders
established under Law No. 19,550. Therefore,
on August 15, 2014, the Board of Directors
of Grupo Clarín held a meeting to take note of
Resolution No. 902/AFSCA/2014 and to
consider the note sent by 34 South Media LLC,
whereby the latter offered Grupo Clarín and
GC Minor the possibility of reconsidering
and accepting the Original Offer submitted on
June 26, 2014. At such meeting of the Board
of Directors, taking into consideration the
evident arbitrariness with which AFSCA decides

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and behaves in connection with Grupo Clarín
and its subsidiaries, the Board decided to accept
the Original Offer submitted by 34 South
Media LLC, stating its acceptance in writing
in order to, in this way, transfer Unit IV
under the Proposal to 34 South Media LLC.
Consequently, the Alternative Offer that had
been approved by the shareholders at the
Shareholders’ Meeting of Grupo Clarín that had
been resumed after its adjournment, was
rendered without effect. At the same Meeting,
the Board decided to call a new Extraordinary
Shareholders’ Meeting of Grupo Clarín in order
for the shareholders to ratify the decision
of the Board of Directors in connection with
the acceptance of the original Offer. Also on
August 15, 2014, the Board of Directors of GC
Minor decided to approve the Original Offer
submitted by 34 South Media LLC. Finally, also
on August 15, 2014, Grupo Clarín and GC
Minor notified 34 South Media LLC and Mr.
Miguel El Haiek of the acceptance of the
Original Offer, which therefore became binding
on all the parties involved.

On August 15, 2014, ARTEAR and Grupo
Clarín S.A. made a filing with AFSCA in order
to inform and certify: (i) the acceptance of
the offer for the 100% equity interest held by
ARTEAR and GC Minor S.A. in Teledifusora
Bahiense S.A., owner of LU 81 TV Canal 7
of Bahía Blanca. They requested AFSCA to
render a preliminary decision about the
admissibility conditions of the Offerors to
proceed without further delay with its effective
transfer, and (ii) the transfer by ARTEAR
of 24.999613% of the shares of Canal Rural
Satelital S.A. in favor of IESA. They also
requested that agency to acknowledge the new
shareholder structure of Canal Rural Satelital
S.A. in conformity with Decree No. 904/2010.

On August 19, 2014, ARTEAR and Grupo
Clarín S.A. made a filing with AFSCA in
order to inform and certify the transfer of the
signals El Trece Satelital, Volver, Quiero
mi Música en mi Idioma and Magazine by
ARTEAR in favor of IESA and requested that
agency to acknowledge the new ownership of
those registered signals. The accepted Offer
also provides for the execution of content supply
agreements whereby the parties agreed on a
consideration that is calculated in every case
based on a percentage of the revenues generated
by the commercialization of the transferred

cable television signals, with an established
minimum consideration.

On August 19, 2014, the Board of Directors
of Cablevisión took note of Resolution
No. 902/AFSCA/2014, highlighting the threat
contained in that Resolution to apply the
ex officio implementation of the Proposal even
though the term granted by Resolution No.
193/AFSCA/2014 for its execution had not yet
expired, in addition to being legally inapplicable.

On August 19, 2014, Grupo Clarín, ARTEAR,
Radio Mitre and Cablevisión made a filing
with AFSCA in order to inform and certify that
they had duly completed all actions required
of those companies and necessary to implement
the Proposal in the terms in which it had
been approved pursuant to Resolution No.
193/AFSCA/2014. Consequently, the Company
deemed that AFSCA’s inapplicable order issued
pursuant to Resolution No. 902/AFSCA/2014
had been responded. In that same filing, they
also requested AFSCA (i) to order and decide
on the prior acts that are necessary to complete
the process and that were requested in each
of the filings made by the Company, including
an extension of the term granted for the
implementation of the Proposal for as long as
it takes that Agency to analyze and instrument
such prior acts, and (ii) to compel the other
government agencies that must necessarily
intervene in this procedure, to issue the
corresponding authorizations that are required
prior to its final implementation to enable
the final completion of the process.

On September 2, 2014 the term for the
Company’s creditors to exercise their rights to
object to the spinoff expired. Notwithstanding
the above, as of the date of these financial
statements, the Company has not yet issued the
public deeds relating to the spinoff and to the
creation of the spun-off companies because the
prior regulatory authorizations have not been
granted as provided under its spinoff prospectus.

On September 19, 2014, the Company,
Cablevisión, ARTEAR and Radio Mitre
were served with Note No.
640 AFSCA/DGAJyR/ SGAJ/DAyT/14, which
stated that the analysis of the Company’s filings
yielded prima facie evidence of the existence
of corporate relationships between Audiovisual
Communication Service Units No. 1 and

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No. 2 due to the fact that some of the proposed
trustees are individuals who are related to
each other through companies, thus verifying
relationships among them that could generate
undue concentration practices, which would
lead to a joint management of Units No. 1
and No. 2. Therefore, AFSCA granted those
companies a term of 10 (ten) days to allege
and provide evidence of the factual and legal
circumstances that may disprove the existence
of the above-mentioned relationships, the
joint management of the trusts and, therefore,
the breach of the antitrust and deconcentration
principles provided under Law No. 26,522.

On September 22, 2014, at the General
Extraordinary Shareholders’ Meeting, the
shareholders of the Company decided to ratify
all the decisions adopted by the Board of
Directors of the Company on August 15, 2014
in connection with the acceptance of the
firm and irrevocable offer to purchase the shares
and signals that make up Unit IV under the
Proposal received from 34 South Media LLC,
and consequently, to revoke the decision
approved under point 5 of the Agenda of the
General Extraordinary Shareholders’ Meeting
held on June 30, 2014 and resumed on July
11, 2014 after its adjournment.

On October 6, 2014, the Company made a
filing with AFSCA in response to the
request made by that agency. The Company
requested that agency to dismiss without
further formalities Notes No.
640/AFSCA/DGAJyR/ SGAJ/DAyT/2014 and
DAEYP No. 92 for being premature and
manifestly inappropriate and therefore
absolutely null and void. The Company also
requested that AFSCA consider the explanations
provided in response to its observations and
compel the other intervening authorities
to carry out the necessary administrative acts
to enable the final completion of the procedure
to conform the Company to the Audiovisual
Communication Services Law. The Company
also informed that agency of the decision
of the controlling shareholders to change the
proposed trustees who had been challenged
by that agency, reiterating that, in the Company’s
understanding, the trustees proposed in the
event that the spinoff of Grupo Clarín should
be finally approved and implemented,
would largely comply with the Audiovisual
Communication Services Law.

On October 9, 2014, AFSCA notified
the Company, ARTEAR, Radio Mitre and
Cablevisión of AFSCA Resolution No.
1,121/2014 whereby it decided to (i) reject the
spinoff project of the Company, the spinoff
project of Cablevisión, the formation of
the foreign trusts and the transfers proposed by
the Company, ARTEAR, Radio Mitre and
Cablevisión, (ii) initiate the Ex Officio
Transfer procedure pursuant to Section 1,
subsection a) of Annex I of AFSCA Resolution
No. 2206/2012, (iii) compel the Company,
ARTEAR, Radio Mitre and Cablevisión to
expressly inform, in the form of an affidavit
-attaching the corresponding supporting and
evidentiary documentation- within a term
of fifteen (15) days, whether all of the
services and registrations detailed in the list
disclosed under Annex III of Action No.
22,253 AFSCA/13 are owned and/or
exploited by said companies, indicating, where
appropriate, which of those services and
registrations are not owned by them and/or are
not exploited by them; failure to do so will be
sanctioned pursuant to Section 5 of Annex I
of AFSCA Resolution No. 2206/2012; (iv)
compel the Company, ARTEAR, Radio Mitre
and Cablevisión to expressly inform, in the form
of an affidavit—attaching the supporting and
evidentiary documentation—within a term
of fifteen (15) days, the detail of any licenses
owned or exploited by such companies that may
not have been included under Annex III of
Action No. 22,253-AFSCA/13; failure to do so
will be sanctioned pursuant to Section 5 of
Annex I of AFSCA Resolution No. 2206/2012;
(v) compel the Company, ARTEAR, Radio
Mitre and Cablevisión to expressly inform, in
the form of an affidavit, within a term of fifteen
(15) days, the assets related to each license
and/or services that do not appear on the list
identified as “list of assets related to the service”,
also indicating whether or not the inclusion
of any such assets may not be appropriate;
failure to do so will be sanctioned pursuant to
Section 5 of Annex I of AFSCA Resolution
No. 2206/2012 and (vi) request in due time
the intervention of the Court of Appraisals
of Argentina, submitting to that Agency the
information related to the services, detailed
registrations and the essential assets related to
them, and especially the agreements and assets
contributed by the Company, for the purposes
provided under Section 3, Subsection c),
Annex I of AFSCA Resolution No. 2206/2012.

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AFSCA Resolution No. 1121/2014 is absolutely
null and void because it was issued in manifest
and public violation of the due process of
law and inaudita parte, without notifying the
Company, ARTEAR, Cablevisión and Radio
Mitre of the alleged facts and/or non-
compliances that grounded such resolution.

AFSCA seeks to ground its Resolution No.
1121/2014 in two alleged failures to comply
with the Proposal: i) the corporate relationship
and/or joint management of the business units
to be created and ii) the alleged failure to
comply with the committed divestitures. The
companies mentioned by AFSCA as companies
whose ownership and/or management would
generate, in the Enforcement Authority’s
judgment, corporate relationships with the
companies that submitted the proposal, i.e. the
Company, ARTEAR, Radio Mitre and
Cablevisión, (a) do not have any corporate
relationship with any of those companies and,
pursuant to Section 27 of the Audiovisual
Communication Services Law, do not control
and are not controlled by any of those
companies, (b) therefore, neither the Company,
nor ARTEAR, Radio Mitre or Cablevisión
was ever required to disclose those companies
in the Proposal. No such obligation arises from
the application of the law or from the
application of the regulations issued by AFSCA
itself. Moreover, the companies mentioned by
AFSCA do not result in the creation vertical
or horizontal integration processes with any of
the companies involved in the proposal, and
do not infringe the multiple license regime
provided under Section 45 of the Audiovisual
Communication Services Law. Under the
application of the Audiovisual Communication
Services Law or its regulations, the Company,
ARTEAR, Radio Mitre and Cablevisión are not
required to identify and/or disclose information
about any other company and/or venture
that is not directly or indirectly related to the
exploitation of audiovisual communication
services identified at the time the Proposal was
submitted. The AFSCA also states in its
Resolution that the transactions proposed to
divest of certain assets in Units 3, 4, 5 and 6
include provisions that would allow the
Company to “recover its companies” and would
prevent the prospective buyers from exercising
their full ownership rights over such companies.
AFSCA has allowed in other precedents
identical rights, without considering them as

events of non-compliance with the Audiovisual
Communication Services Law. The transfer
of the full ownership over the transferred assets
may not be doubted, because the transfer
agreement specifically provides for the acquisition
of those assets by a third party in exchange
for the payment of a sum of money, and in
addition to the transfer of the equity interests,
the Company loses its exposure, or right, over
the variable returns generated by those assets as
well as the ability to affect those returns.

Given the evident infringement of the
guarantees of due process and defense in court,
the Company, ARTEAR, Radio Mitre and
Cablevisión requested the recusation of the
AFSCA Directors who, without having read the
internal opinions issued in this regard and even
when this was not an item of the agenda,
approved AFSCA Resolution No. 1121/2014, as
well as the public officials who were actively
involved in the process.

By means of Decree No. 1942/2014, the
National Executive Branch decided to dismiss
the recusation requested by the Company.

Subsequently, on October 28, 2014, the
Company, Cablevisión, ARTEAR and Radio
Mitre made a filing with AFSCA in order to
request that agency to dismiss all the decisions
rendered by the intervening Areas within the
framework of Opinion No. 001488-DGAJyR/14
and to declare the nullity of AFSCA Resolution
No. 1121/2014. As of the date of these financial
statements, AFSCA has not rendered a decision
on the above-mentioned filing.

On October 31, 2014, Federal Civil and
Commercial Court No. 1 granted an interim
injunction (medida precautelar) in re "GRUPO
CLARÍN v. NATIONAL GOVERNMENT
re/ Incidental procedure relating to appeal",
whereby the court ordered the National
Government and AFSCA “to abstain from
performing, directly or through third parties,
any action in connection with the ex officio
transfer procedure until a decision is rendered
with respect to the injunction requested
by the Company”. The Company informed
AFSCA of such decision through a Notarial
Certificate on the very same date, October 31,
2014. Therefore, the Company is not
under an obligation to respond to the requests
provided under Sections 3, 4 and 5 of

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Resolution No. 1,121/AFSCA/2014 as long
as the interim injunction is in effect.

After being served with AFSCA Resolution
No. 2,276/AFSCA/2012, the claimants had
requested an injunction in re “GRUPO
CLARÍN v. NATIONAL GOVERNMENT
re/ Incidental procedure relating to appeal"
ordering the suspension of the application of
point b), Subsection 3, Section 161 of Decree
No. 1,225/2010, of Section C “Ex officio
transfer”, of Chapter III, Annex I, of AFSCA
Resolution No. 297/2010, and of the ex officio
transfer procedure provided under Annex I,
of AFSCA Resolution No. 2,206/2012, and
ordering AFSCA to abstain from: i) transferring
ex officio the broadcasting licenses exploited
by the claimants, ii) declaring the expiration
of their licenses as a consequence of the failure
to transfer such licenses ex officio and/or the
breach of the challenged laws and iii) ordering
the intervention and/or any other measure
that may prevent the Company’s normal
management and the rendering of the audiovisual
and internet access services until a final
decision is rendered in the case. The purpose of
the incidental procedure relating to appeal was
to request the declaration of unconstitutionality
of: 1) point b), Subsection 3, Section 161 of
Decree No. 1,225/2010; 2) point 1 of Chapter
1 of AFSCA Resolution No. 297/2010,
which provides for a term of thirty days to
submit a proposal to conform the Company
to the Audiovisual Communication Services
Law; 3) Section C “Ex officio transfer”,
of Chapter III, Annex I, of AFSCA Resolution
No. 297/2010; 4) the first paragraph of Section
43 of Decree No. 1,225/2010; and 5) AFSCA
Resolution No. 2,206/2012 to the extent it
amends and regulates, in its Annex I, the
ex officio transfer procedure for licenses and
the essential assets related thereto. Given
the fact that Resolution No. 2,276/12, which
had also ordered the ex-officio forced divestiture
procedure, was revoked by AFSCA after the
Proposal had been submitted, the interim
injunction was granted only after the claimants
were served notice of AFSCA Resolution No.
1,121/2014.

In view of the serious irregularities mentioned
above, upon a request made by Grupo
Clarín, ARTEAR and Radio Mitre in re
“GRUPO CLARÍN S.A. and Other v.
National Government and Other on Merely

Declarative Action on Motion for appeal”
(File 7,263/2013/1), on December 9, 2014,
the National Court of First Instance on
Federal Civil and Commercial Matters No. 1,
Clerk’s Office No. 1, granted an injunction
that suspended the effects of Resolution No.
1,121/AFSCA/2014 for a term of six months.
This injunction has the same purpose as
the above-mentioned interim injunction. Both
AFSCA and the National Government were
served with this decision and they both filed an
appeal. The appeals were substantiated and
the file is now pending before Chamber No. 1
of the National Court of Appeals on Federal
Civil and Commercial Matters, which shall
render a decision on the appeals.

On February 20, 2015, the Company was
served notice of the decision rendered by
the National Court of Appeals on Federal Civil
and Commercial Matters, Chamber No. 1,
whereby, on February 19, 2015, it confirmed
the decision rendered by the Court of
Federal Civil and Commercial Matters No. 1
in re “GRUPO CLARÍN v. NATIONAL
GOVERNMENT re Incidental Procedure.”

The Company, Radio Mitre, ARTEAR and
Cablevisión believe that they have executed the
Proposal that was declared formally admissible
pursuant to Resolution No. 193, fully in
accordance with the commitment undertaken
by them and in compliance with the applicable
regulatory framework, and consider that
Resolution No. 1,121/AFSCA/2014 is evidently
arbitrary and inappropriate and infringes
the constitutional guarantees of due process and
defense in court. The procedure to approve such
Resolution had serious irregularities and gross
and malicious errors relating to the interpretation
and application of effective legislation, inevitably
rendering such Resolution null and void.
For those reasons, the affected companies
requested the Resolution’s nullification before
an administrative court and will resort to all
available judicial remedies to have such
Resolution declared null and void in order to
satisfactorily implement the Proposal to which
they have committed.

In view of the foregoing, and taking into
account that, in accordance with Resolution
No. 1,121/AFSCA-2014 and the Ex-Officio
Forced Divestiture Procedure - currently
suspended by the court-, one of the conditions

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precedent of the Offers was not satisfied before
December 31, 2014, and also considering
the effectiveness of all the Irrevocable Offers
for the acquisition of Units No. 3, 4, 5
and 6 under the Proposal approved by the
shareholders, the Board of Directors of Grupo
Clarín instructed the members of the Task Force
Created to Implement the Proposal to make
their best efforts to extend the accepted Offers
until a final and firm decision is rendered
on the claim brought by the Company.

Therefore—and given AFSCA’s arbitrary and
discriminatory decisions and the Company’s
understanding that AFSCA made an
unconstitutional application of Sections 45, 48
and 161 of Law No. 26,522, of Decree No.
1,225/10 and of the implementing regulations
issued pursuant to AFSCA Resolutions Nos.
297/2010 and 2,206/2012—on March 5, 2015,
the Company broadened the scope of the claim
filed in re “GRUPO CLARÍN v. NATIONAL
GOVERNMENT on Incidental Procedure”
(File 7,263/2012)”, and requested the judge to:
(i) declare that AFSCA’s enforcement of Sections
45, 48 and 161 of the LSCA on the claimants
through AFSCA Resolution No. 1,121/14
is unconstitutional and infringes the right to
freedom of the press, property, equality before
the law, due process, defense in court and
the principle of reasonableness with which those
powers must necessarily be exercised, and that,
if necessary, each and every resolution related
to this unconstitutional enforcement, in
particular AFSCA Resolution No. 1,121/14, is
illegitimate and null and void; (ii) order
claimants to comply with the legitimate legal
obligation to conform to the LSCA, voluntarily
applying the criteria adopted by AFSCA on
other proposals and to order AFSCA to refrain
from discriminating against the claimants in
the consideration of their proposal to conform
to the license regime provided under Section
45 of Law No. 26,522 and to comply with the
conditions established in Recital 74 of the
Supreme Court’s decision in re “Grupo Clarín
and Other v. National Government on
Incidental Procedure” for the application of
Law No. 26,522; and, (iii) order the National
Government to carry out each and every act
required to implement the proposal submitted
by the claimants that were identified in the
Proposal. As of the date of these financial
statements, the Company and its legal advisors
cannot provide assurance about the effects that

this situation may have on the Company and
its Proposal. Notwithstanding the foregoing, the
Task Force Created to Implement the Proposal
continues to carry out the actions required to
implement the Proposal as duly filed.

c) Pursuant to Resolution No. 432/2011,
AFSCA approved new bidding terms
and conditions for the granting of licenses
for physical link television services.

As a consequence of the issuance of AFSCA
Resolution No. 193/2014, on March 12, 2014,
Cablevisión purchased Bidding Forms to apply
for certain licenses, in cases in which, as a
consequence of the license consolidation process
that was implemented, locations that used
to be authorized as area extensions must now
become license headends as a result of the
reorganization, and also in the cases in which
the original term had fully expired.

d) It should be noted that Cablevisión complied
with AFSCA Resolution No. 296/2010, as
amended and/or supplemented. This resolution
provides guidelines for the organization of
the programming grids that must be followed
by the owners of pay TV audiovisual services.
This resolution regulates section 65, subsections
a) and b) of Law No. 26,522. The Resolution
supplements the provisions of the regulations to
the same section of Decree No. 1,225/2010.
Cablevisión believes that both the provisions of
Decree No. 1,225/2010 and AFSCA Resolution
No. 296/2010, as amended and/or
supplemented, are regulatory abuses and violate
the right to freedom of the press, guaranteed
by the National Constitution.

In spite of Cablevisión’s efforts to organize
its programming grids in accordance with the
provisions of section 65 of Law No. 26,522,
AFSCA has initiated multiple summary
proceedings in connection with the cable
television licenses of which Cablevisión is the
lawful successor. AFSCA contends that
Cablevisión failed to comply with the
regulations set forth by AFSCA Resolution
No. 296/2010. Cablevisión submitted the
responses set forth under section 1, Exhibit II
of AFSCA Resolution No. 224/2010 in
connection with such accusations. A decision
has been rendered on some of the summary
proceedings and, as a result, a fine was imposed
on Cablevisión. Cablevisión has appealed

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these decisions. Some of the appeals filed by
Cablevisión have been decided against it
and have again been appealed.

Insofar as Cablevisión is concerned, as of the
date of these financial statements, an
injunction issued in re “CABLEVISIÓN S.A.
v. NATIONAL GOVERNMENT AND
OTHERS ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” by the Federal Court of Appeals of
the City of Mar del Plata, whereby that
Court revoked the decision rendered in the First
Instance, remains in full force and effect.
The decision rendered in the First Instance had
ordered the dismissal of Cablevisión’s request.
The Court of Appeals ordered AFSCA to
suspend – until a final decision was rendered on
the matter – the application of the penalties
derived from the alleged non-compliance with
section 65 of Law No. 26,522 and Decree No.
1,225/2010. It also suspended the application
of section 6 of AFSCA Resolution No.
296/2010 on the grounds that Cablevisión’s
alleged serious non-compliance was not
contemplated in the Law or in the Decree.
The National Government filed an appeal with
the Supreme Court against this decision. Such
appeal is still pending resolution.

In re “AFSCA v. CABLEVISION SA Decree
1225/10 – RES. 296/10 on/ Proceeding leading
to a declaratory judgment” currently pending
before the Federal Court of First Instance on
Administrative Matters No. 9, on May 16, 2012
the Court granted an injunction that had been
requested by AFSCA, ordering Cablevisión
and/or the pay television audiovisual services
it exploits, to conform to Section 65,
paragraph 3 b) of Decree No. 1225/2010 and
Sections 1, 2, 3, 4 and 5 of AFSCA Resolution
No. 296/2010, until a final judgment is
rendered on the merits of the case. Cablevisión
has appealed such injunction.

On August 6, 2012, Cablevisión was served
notice of a decision rendered by the Federal
Court of First Instance on Administrative
Matters No. 9 of the City of Buenos Aires,
whereby that court imposed a fine on
Cablevisión of Ps. 20,000 per day for each day
of delay in complying with the injunction
that ordered Cablevisión to comply with Section
65 of Decree No. 1225/2010 and AFSCA
Resolution No. 296/2010. Cablevisión filed an
appeal against that decision in due time and

form. However, the Court of Appeals ignored
the strong grounds asserted by Cablevisión;
partially confirmed the decision rendered in
the first instance; and reduced the fine to
Ps. 2,000 per day for each day of delay, to be
calculated as from the date the decision is
deemed final. An appeal was filed to have the
case heard by the Supreme Court of Argentina,
which was dismissed by the intervening
Chamber. Cablevisión filed a direct appeal with
the Supreme Court, which was also dismissed.

On October 21, 2013 Cablevisión was served
with new charges brought for alleged
breach of AFSCA Resolution No. 296/2010.
These charges are in clear breach of the above-
mentioned injunction. Cablevisión filed a
response, but no decision has been rendered
on the matter yet.

On December 23, 2013, Cablevisión informed
AFSCA of its new programming grid in digital
and analogical systems, expressly maintaining
the reserves brought to continue challenging the
legality and constitutionality of section 65 of
Decree No. 1,225/2010 and AFSCA Resolution
No. 296/2010, as amended.

e) Between September and October 2011,
AFSCA brought 46 charges of delegation
of the exploitation of several licenses of which
Cablevisión is currently the legal successor.
The charges were brought within the framework
of COMFER file No. 2,005/08, relating to
the registration of the corporate reorganization
whereby Multicanal and Teledigital, among
other subsidiaries, merged into Cablevisión.
Cablevisión has submitted the appropriate
responses on behalf of the merged licensees
charged as indicated above. To date,
such responses have not been decided upon.
Cablevisión believes it has strong grounds
to reverse the charges brought by administrative
and/or judicial means. As of the date
of these financial statements, the responses
submitted are still pending resolution.

f ) On August 21, 2013, AFSCA issued
Resolution No. 979/AFSCA/2013 whereby it
partially regulated Section 67 of the Audiovisual
Communication Services Law, ordering the
licensees governed by such provision, including
broadcast television signals and subscription
television signals, to report in the form of an
affidavit the list of national feature films and
telefilms for which they have acquired

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broadcasting rights, and ordering that these
films be broadcast in conformity with
Section 67 of the Audiovisual Communication
Services Law. For that purpose, AFSCA created
a form of affidavit that must be filed during
the first quarter of each calendar year with
respect to the preceding calendar year, so that
the affidavits may be used to keep a record,
together with an on-line record, of each
company’s compliance with that provision.
Even though Section 67 of the Audiovisual
Communication Services Law which sets screen
quotas may be deemed unreasonable and,
therefore, unconstitutional, and that the online
form that AFSCA must make available to
licensees has not yet been created, the Company
has started to acquire the rights required by
this law to broadcast such films and telefilms.

g) Finally, we refer to Resolution No.
1,329/AFSCA/2014, which amends Resolution
No. 1,047/AFSCA/2014, whereby the AFSCA
approved the National Standard for Terrestrial
and Broadcast Digital Television Audiovisual
Communication Services, and to Decree No.
2,456/2014, which approves the National Digital
Audiovisual Communication Services Plan. Both
the Resolution and the Decree are manifestly
contrary to Law No. 26,522, which has higher
hierarchy, because they contradict the rights of
the current licensees of broadcast television
services, including ARTEAR and the subsidiaries
that exploit broadcast television services.

Through this legal framework, which was
subsequently supplemented by Resolution No.
24/AFSCA/2015, which approved the Technical
Plan for Terrestrial Digital Television Frequencies
for important areas of the national territory,
and Resolution No. 35/AFSCA/2015 (among
others) which allocated a digital television station
on a permanent basis to the current licensees
of analog broadcast stations in order to develop
their transition to digital technology, the rights
of the current broadcast television licensees
are infringed. These rights should be preserved
intact as established under Law No. 26,522,
which has higher hierarchy. The main effect of
these regulations, among their identifiable
technical effects, is that the current broadcast
television licensees that obtained their licenses
pursuant to Law No. 22,285 will have to
bear additional charges and obligations which
include, among other things, multiplexing
and broadcasting on their own responsibility
other broadcast television stations.

Since the changes introduced under this
regulatory framework have an impact on the
responsibilities and rights of the companies
involved, those companies are considering the
possibility of bringing legal, administrative
and/or judicial actions to preserve their rights
intact as direct or indirect broadcast television
service licensees.

A scenario different from the one considered
by the Company and its subsidiaries,
additional limitations to those contemplated
in its voluntary proposal to conform the
Company to the Audiovisual Communication
Services Law, the evolution of the legal and
administrative actions brought or that may be
brought and/or a forced divestiture process,
may give rise to different results and, eventually,
adverse consequences. As of the date of these
financial statements and given the current
uncertainties regarding the effective evolution
of the process of conforming the Company
and its subsidiaries to the Audiovisual
Communication Services Law, the existing
restrictions imposed by the regulatory
framework, the outcome of the legal and
administrative actions brought or that may
be brought and the conditions in which
these processes will be effectively carried out,
the Company cannot provide assurance
about the results of that process.

Therefore, at present this situation generates
uncertainties about the Company’s
business, which could significantly affect
the recoverability of the Company’s relevant
assets and therefore, the consolidated
financial statements taken as a whole.

It should be noted that the decision rendered
by the Supreme Court of Argentina on
October 29, 2013 expressly states the claimant
companies’ right to claim economic damages
caused to the Company and its subsidiaries
as a consequence of the reorganization required
to conform to the law. Accordingly, under
the proposal submitted to AFSCA on November
4, 2013 the Company expressly reserved its
right to bring judicial actions to claim for
those damages.

The decisions made on the basis of these
financial statements should consider
the eventual impact of the above-mentioned
situations described in points a) through g).
The financial statements of the Company and

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its subsidiaries should be read in light of these
uncertain circumstances.

The Company will bring the legal actions in
each instance to safeguard its rights, those of its
subsidiaries and those of its shareholders;
as well as to protect the fundamental principles
infringed by the above-mentioned uncertain
circumstances.

Other Matters Related to COMFER, now
AFSCA.

Cablevisión
As from November 1, 2002 and until December
31, 2014, COMFER and AFSCA have initiated
summary administrative proceedings against
Cablevisión and Multicanal (merged into
Cablevisión) for infringements of regulations
relating to programming content. Accordingly,
a provision has been set up in this regard.

ARTEAR
As of December 31, 2014, ARTEAR recorded a
provision in the amount of approximately
Ps. 10.7 million for fines imposed by COMFER
and AFSCA, some of which have been appealed
and are pending resolution.

9.2 Telecommunication Services
The regulatory framework of the Argentine
telecommunications sector is undergoing
a process of change. In December 2014,
the Argentine Congress passed Law No. 27,078,
known as the “Digital Argentina Act”, which
partially repealed National Telecommunications
Law No. 19,798. The new law subjects the
effectiveness of Decree No. 764/00, which
deregulated the telecommunications market, to
the enactment of four new sets of rules that will
govern the License, Interconnection, Universal
Service and Radio-electric Spectrum regimes.

The new law maintains the single country-wide
license scheme and the individual registration
of the services to be rendered, but replaces
the name telecommunication services with
Information and Communications Technology
Services (“TIC Services”, for their Spanish
acronym). Notwithstanding this, the scope of
the licenses originally granted to Cablevisión,
its merged companies and/or subsidiaries
and related companies that exploit
telecommunication licenses and their respective
registrations of services, remain unaltered.

The licenses will be called “Licencia Única
Argentina Digital” and will allow licensees to
render any telecommunication services to
the public, be they fixed or mobile, wired or
wireless, national or international, with or
without the licensee’s own infrastructure. The
TIC Services registered with the Argentine
Secretariat of Communications under the name
of Cablevisión, its merged companies and/or
subsidiaries and related companies that exploit
telecommunication licenses are the following:
Data Transmission, Paging, Videoconference,
Community Retransmission, Transport of
Broadcast Signals, Value-Added, Radio-Electric
Trunking, Internet Access, Public Telephony,
Local Telephony and National and International
Long-Distance Telephony.

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

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

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2001 until the entry into force of Decree
No. 558/08.

Another innovation of the recently enacted
legislation is the creation of a new public
service under the name “Public and Strategic
Infrastructure Access and Use Service for
and among Providers”. The right of access
includes “providers having to make available
to other providers their network elements,
associated facilities or services to render TIC
services, even when such elements are used to
render audiovisual content services.” Under this
scheme, the government seeks to make private
companies that were created and developed
in competition share their networks with other
companies that have not made any investments.

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

Implementing regulations for Law No. 27,078
are still pending. Therefore, the economic
and operational impact that the creation of
this public service may have on Cablevisión,
its merged companies and/or subsidiaries and
related companies cannot be ascertained.
The government has taken no action to apply
the new law because the AFTIC has yet to
be organized.

These financial statements should be read in
the light of these circumstances.

Note 10

Call options
ARTEAR
Pursuant to ARTEAR’s acquisition of 85.2% of
its subsidiary Telecor’s capital stock in 2000,

Telecor’s sellers have an irrevocable put option
of the remaining 755,565 common, registered,
non-endorsable shares, representing 14.8%
of the capital stock and votes of Telecor, for a
16-year term as from March 16, 2010 at a
price of USD3 million and ARTEAR has an
irrevocable call option for such shares for a term
of 26 years as from March 16, 2000 at a price
of approximately USD4.8 million, which
will be adjusted at a 5% nominal annual rate as
from April 16, 2016. Subsequently, under
an addendum to the original agreements, the
beginning of the effectiveness of the irrevocable
put option was changed from March 16,
2010 to March 16, 2013. On March 15, 2013
an additional addendum to the agreement
was signed whereby the beginning of the
effectiveness of the irrevocable put option was
changed once again from March 16, 2013
to March 16, 2016.

CMD
Pursuant to CMD’s acquisition of 60.0% of
Interpatagonia S.A.’s (now Interwa S.A.) capital
stock in 2007, CMD and the sellers granted
each other reciprocal call and put options on all
of the shares owned by each of the parties,
effective from August 1, 2011 to July 31, 2012.

In connection with the acquisition mentioned
in Note 12.e., on August 17, 2011, CMD
and the seller executed a new agreement
whereby they granted each new reciprocal call
and put options on all of the shares owned by
each of the parties. The price of the shares
varies depending on who exercises the option,
which is effective from August 1, 2014 to
December 31, 2014.

As of the date of these consolidated financial
statements, as mentioned in Note 12.e, CMD
holds a reciprocal call and put option for
13.32% of the shares of Interwa S.A. which is
effective until December 2017. See Note 25.d.

The balances arising from the put options
mentioned above are disclosed in the
item Other Current and Non-Current Liabilities
of the Balance Sheet, with an offsetting entry
in Other Reserves and Non-Controlling
Interest under Equity.

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11.1.1 Capital Risk Management
Grupo Clarín manages its capital structure
seeking to ensure its ability to continue
as an ongoing concern, while maximizing the
return to its shareholders through the
optimization of debt and equity balances.

As part of this process, Grupo Clarín monitors
its capital structure through the debt-to-equity
ratio, which is equal to the quotient of its
net debt (Debt less Cash and Cash Equivalents)
divided by its adjusted EBITDA.

The debt-to-equity ratio for the reporting years
is as follows:

December 31, 2014

December 31, 2013

4,589

(1,162)

(556)

2,871

5,024

0.57

4,139

(1,333)

(317)

2,489

3,274

0.76

Note 11

Financial instruments

11.1 Financial Risks Management (*)
(*) The amounts included in this note are stated
in millions of Argentine pesos.

Grupo Clarín is a party to transactions
involving financial instruments, which entail
exposure to market, currency and interest rate
risks. The management of these risks is based
on the particular analysis of each situation,
taking into account its own estimates and those
made by third parties of the evolution of the
respective factors.

Loans (i)

Less: Cash and Cash Equivalents

Cash and Banks

Other Current Investments

Net Debt

Adjusted EBITDA

Debt-to-Equity Ratio

(i) Long-term and short-term loans, including
derivatives and financial guarantee agreements.

The debt-to-equity ratio is reasonable compared
to other industry players and considering
the particular situation of Argentina and of the
companies that make up Grupo Clarín.

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11.1.2 Categories of Financial Instruments

Financial Assets
Loans and Receivables (1)
- Cash and Banks

- Current Investments
- Receivables (2)
At fair value with an impact on net income

- Current Investments

Total Financial Assets

Financial Liabilities

At amortized cost
- Debt (3)
- Accounts Payable and Other Liabilities (4)
At fair value with an impact on net income

- Derivatives

Total Financial Liabilities

(1) Net of the allowance for doubtful accounts of
approximately Ps. 183 million and Ps. 154 million,
respectively.
(2) Includes receivables with related parties of
approximately Ps. 99 and Ps. 67 million, respectively.
(3) Includes loans with related parties of approximately
Ps. 17 million and Ps. 17 million, respectively.
(4) Includes debts with related parties of approximately
Ps. 81 million and Ps. 69 million, respectively.

11.1.3 Objectives of Financial Risk Management
Grupo Clarín monitors and manages the
financial risks related to its operations; these
risks include market risk (including exchange
risk, interest rate risk and equity price risk),
credit risk and liquidity risk.

Grupo Clarín does not enter into financial
instruments for speculative purposes as
common practice.

December 31, 2014

December 31, 2013

1,162

505

3,591

1,181

6,439

4,589

3,447

8,041

1,333

463

2,829

312

4,937

4,139

2,534

6,673

11.1.4 Exchange Risk Management
Grupo Clarín enters into certain foreign
currency transactions; therefore, it is exposed
to exchange rate fluctuations.

During the year, certain subsidiaries of Grupo
Clarín entered into foreign currency forward
transactions.

The following table shows the monetary assets
and liabilities denominated in US dollars,
the main foreign currency involved in Grupo
Clarín’s transactions, at the closing of the
years ended December 31, 2014 and 2013:

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Assets

Other Receivables

Trade Receivables

Other Investments

Cash and Banks

Total Assets

Liabilities

Debt

Seller financings

Other Liabilities

Trade Payables and Other

Total Liabilities

Bid/offered exchange rates as of December 31,
2014 and 2013 were of Ps. 8.451 and Ps. 6.48;
and Ps. 8.551 and Ps. 6.52; respectively.

The Central Bank of Argentina and the
Argentine Federal Revenue Service issued certain
resolutions related to the exchange market,
establishing regulations on the requirements for
accessing such market. These financial statements
have been prepared based on the assumption
that the Company will be able to access such
market in order to purchase the foreign currency
needed to meet its obligations.

11.1.4.1 Foreign Exchange Sensitivity Analysis
Grupo Clarín is exposed to exchange risk, mainly
with respect to the US dollar.

Taking into consideration the balances disclosed
above, Grupo Clarín estimates that the impact
of a 20% favorable/unfavorable fluctuation
of the US dollar exchange rate would generate
an income/loss before taxes of approximately
Ps. 381 million and Ps. 420 million as of
December 31, 2014 and 2013, respectively.
Income from foreign exchange agreements in case
of a 20% favorable/unfavorable fluctuation
of the US dollar exchange rate would generate a
gain/loss before taxes of approximately Ps. 21
million as of December 31, 2014.

The sensitivity analysis presented above is
hypothetical since the quantified impact is not

December 31, 2014

December 31, 2013

523

786

823

2,210

3,847

222

4,113

418

537

807

1,837

3,724

177

3,936

necessarily an indicator of the actual impact,
because exposure levels may vary over time.

Additionally, even though Grupo Clarín conducts
its operations in Argentine pesos, an eventual
devaluation of that currency may have an indirect
impact on its operations, depending on the
ability of the suppliers involved to adjust their
prices to such effect.

11.1.5 Interest Rate Risk Management
Grupo Clarín is exposed to interest rate risk
basically through Cablevisión, certain of
its subsidiaries and ARTEAR. This is due to the
fact that these companies have taken loans at
fixed and variable interest rates and have not
entered into hedge agreements to mitigate these
risks. If interest rates had eventually been 100
basic points higher and all the variables had
remained constant, the additional estimated loss
before taxes would have been of approximately
Ps. 3.0 million and Ps. 3.8 million as of
December 31, 2014 and 2013, respectively.

11.1.6 Equity Price Risk Management
Grupo Clarín is exposed to equity price risk
in connection with its holdings of mutual funds,
securities and bonds and foreign exchange
agreements.

Its sensitivity to the variation in the price of these
instruments is detailed below:

December 31, 2014

December 31, 2013

Investments valued at quoted prices at closing (Level 1)

Other debt instruments valued at quoted prices at closing

767

163

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The estimated impact of an eventual 10%
favorable/unfavorable fluctuation of the quoted
price of mutual funds, assuming that all the
other variables remain constant, would generate
an income/loss before taxes of approximately
Ps. 77 million and Ps. 16 million as of
December 31, 2014 and 2013, respectively.
Income from foreign exchange agreements in
case of a 10% favorable/unfavorable fluctuation
of the US dollar exchange rate would generate
a gain/loss before taxes of approximately Ps. 21
million as of December 31, 2014.

A potential 10% favorable/unfavorable
fluctuation of the quoted price of investments
valued as Level 2 would generate an income/loss
before taxes of approximately Ps. 41 million
and Ps. 15 million as of December 31, 2014
and 2013, respectively.

11.1.7 Credit Risk Management
Credit risk is defined as the risk that one of
the parties may breach its contractual
obligations, generating an eventual financial
loss for Grupo Clarín.

Credits involving the Cable Television and
Internet Access Segment
The credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions,
and credit exposures with clients, including other
remaining credits and transactions involved.
The companies that operate in this segment
actively monitor the credit worthiness of their
treasury instruments and the counterparties
related to derivatives in order to minimize credit
risk. Upon expiration of invoices issued, if
they are still outstanding, these companies file
several claims for collection purposes.

Bank deposits are held in renowned institutions.

No significant credit risk concentration
is observed concerning clients, due to the
atomization of the subscriber base.

As of December 31, 2014 and 2013, non-
impaired past due trade receivables amounted
to approximately Ps. 398.5 million and Ps. 238.6
million, respectively. These trade receivables
are mainly from Cablevisión, they are in most
cases up to 3 months overdue and involve
subscribers with no recent insolvency record.

As of the same dates, the allowance for bad
debts amounted to Ps. 119.7 million and

Ps. 92.6 million, respectively. This allowance
for trade receivables is sufficient to cover the
past due doubtful receivables.

Credits of the Printing and Publishing
Segment
The companies that operate in this segment
conduct an analysis of the clients’ financial
position at the beginning of the business
relationship, through a credit risk report
requested from several credit rating agencies.
The credit amount granted to each client is
monitored on a daily basis, with reports being
submitted to the financial management.

The credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions,
as well as credit granted to clients.

The maximum theoretical credit risk exposure
of the companies operating in this segment
is represented by the book value of net financial
assets, disclosed in the consolidated balance sheet.

For the purposes of conducting an analysis of
the suitability of the allowance for bad debts,
these companies consider each client on a case
by case basis, verifying, among other factors,
if there is any record of delinquency, risk
of bankruptcy, insolvency proceeding or other
judicial proceeding. Trade receivables comprise
a significant number of clients and are internally
classified among the following categories:
Advertising, Official, Distribution, Internet
and Subscriptions, among others.

The companies that operate in this segment
have recorded an allowance for doubtful
accounts accounting for 4% and 5% of
accounts receivable as of December 31, 2014
and 2013, respectively.

The companies that operate in this segment did
not set up an allowance for bad debts for those
amounts in which no significant change was
recorded in the credit rating, considering such
amounts as recoverable.

The companies that operate in this segment
have a wide range of clients, including
individuals, businesses - medium-and-large-sized
companies - and governmental agencies.
Therefore, these companies’ receivables are not
subject to credit risk concentration.

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Credits from the Broadcasting and
Programming Segment
Credit risk represents for the companies that
operate in this segment the risk of incurring in
losses arising from possible breaches of the
contractual obligations assumed by business or
financial counterparties. This risk may be due
to economic or financial factors, or to particular
circumstances of the counterparty, or to other
economic, commercial or administrative factors.

Credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions
in a wide sense, and every form of credit
granted to the companies that operate in this
segment. The maximum exposure to credit
risk is represented by the value of financial assets
considered as a whole, recorded in the
Consolidated Balance Sheet under Cash and
Banks, Other Investments, Trade Receivables
and Other Receivables.

Financial instruments are executed with
creditworthy banks and financial institutions
renowned in the market and for terms not
longer than three months. In this sense,
the companies that operate in this segment
have a policy of diversifying their investments
among different banks and financial
institutions, thus reducing the concentration
risk in only one counterparty.

As to the credit risk related to financial credit,
the companies that operate in this segment
evaluate the credit standing of the different
counterparties to define their investment levels,
based on their equity and credit rating. As to
Trade Receivables, such companies have a
wide range of clients, categorized depending on
the type of business. These categories are:
Advertising, Signals, Programming and other.

Information as of December 31, 2014:

Maturities

Matured

Without any established term

First Quarter 2015

Second Quarter 2015
Third Quarter 2015

Fourth Quarter 2015

More than 1 year

Within this classification, clients can also be
classified as advertising agencies, direct
advertisers, distributors of cable TV, broadcast
TV stations and other, each of them of a
different magnitude. Due to this diversity of
clients, there is not a significant credit risk
concentration in this respect.

The allowance for bad debts is set up upon
conducting an analysis of the debtor portfolio,
which is recorded as follows:

− In the case of individual risks identified
(risks of bankruptcy, insolvency proceedings
or judicial proceedings pending with the
company), for its total value.
− The rest of the cases is decided based on
the aging of the past due debt, the progress of
the collection procedures, the solvency
conditions and the variations observed in the
clients’ settlement periods.

11.1.8 Liquidity Risk Management
Liquidity risk is the risk that Grupo Clarín may
not be able to fulfill its financial obligations at
maturity. Grupo Clarín manages liquidity risk
through the management of its capital structure
and, if possible, the access to different capital
markets. It also manages liquidity risk through
a constant review of the estimated cash flows
to ensure that it will have enough liquidity to
fulfill its obligations.

11.1.8.1 Interest Rate Risk and Liquidity Risk Table
The following table shows the breakdown
of financial liabilities by relevant groups of
maturities based on the remaining period
as from the date of the balance sheet through
the contractual maturity date. The amounts
disclosed in this table represent undiscounted
cash flows (principal plus contractual interest).

Debt

Other Debts

704

564
595

203

3,169

5,237

713

102

1,961

230
372

221

3,626

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Information as of December 31, 2013:

Maturities

Matured

Without any established term

First Quarter 2014

Second Quarter 2014

Third Quarter 2014

Fourth Quarter 2014

More than 1 year

11.1.9 Financial Instruments at Fair Value
The following table shows Grupo Clarín’s
financial assets and liabilities measured at fair
value at the closing of the reporting year:

Debt

Other Debts

859

252

468

112

3,343

5,042

608

166

1,414

180

238

2,648

December 31, 2014

Quoted Prices

(Level 1)

Other Significant

Observable Items

(Level 2)

Assets

Current Investments

Liabilities

Financial Instruments

1,181

767

414

December 31, 2013

Quoted Prices

(Level 1)

Other Significant

Observable Items

(Level 2)

Assets

Current Investments

312

163

149

Financial assets and liabilities are valued using
quoted prices for identical assets and liabilities
(Level 1), and the prices of similar instruments
arising from sources of information available
in the market (Level 2). At the closing of
the reporting years, Grupo Clarín did not
have any financial asset or liability for which a
comparison had not been conducted against
observable market data to determine their fair
value (Level 3).

11.1.10 Fair Value of Financial Instruments
The book value of cash, accounts receivable
and current liabilities is similar to their fair
value, due to the short-term maturities of these
instruments.

The fair value of non-current financial liabilities
(Level 2) is measured based on the future
cash flows of those liabilities, discounted at a
representative market rate available to Grupo
Clarín for liabilities with similar terms
(currency and remaining term) prevailing at
the time of measurement.

The following table shows the estimated fair
value of non-current financial liabilities:

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December 31, 2014

December 31, 2013

Book Value

Fair Value

Book Value

Fair Value

Non-Current Debt

2,870

2,675

2,845

2,658

11.1.11 Evolution of the economic environment in

which the Company operates
The holders of certain discount and par bonds
issued abroad by the Argentine government -
as a consequence of its debt restructurings of
2005 and 2010 - during the second half of 2014-
have not been able yet to collect the payment
of principal and interest due to a claim brought
in the State of New York (jurisdiction established
in the terms of issuance of those bonds)
by certain bondholders who decided not to
participate in said debt restructurings.

Even though this situation has not yet had
a direct relevant impact on the businesses
of the Company and its related companies, the
Company’s management will continue to
monitor closely this situation, the evolution of
the fundamental economic variables, and the
potential impact on its businesses. Therefore,
these financial statements should be read in the
light of this circumstance.

Note 12

Interests in subsidiaries and affiliates
a. During 2007, AGEA increased its interest in
CIMECO from 33.3% to 50.0%, and executed
call and put options on an additional interest in
CIMECO’s capital stock. During 2008, AGEA
partially assigned the rights and obligations
arising from such options to its subsidiary AGR
and to the Company. Subsequently, in 2008,
AGEA, AGR and the Company exercised such
call option, increasing, directly and indirectly,
the Company’s equity interest in CIMECO and
Papel Prensa to 100% and 49%, respectively.

On April 10, 2008, the Company and the parties
to the above-mentioned transaction notified
CNDC of such transaction and on May 12,
2008 filed form F-1. After such notice and
as of the date of these financial statements, the
Company submitted additional information
requested by the CNDC. As of the date of these

financial statements, the above transaction is
subject to administrative approvals.

b. On January 11, 2008, IESA acquired the
controlling interest of a group of companies
mainly engaged in sports journalism,
production and commercialization of shows,
and the production of motor racing television
broadcasting. The share purchase agreement
sets forth certain objectives to be met by such
group of companies. In case of breach of
such provision, the sellers shall have to pay an
indemnification. These transactions are subject
to administrative approvals.

c. On September 2, 2008, ARTEAR increased
its equity interest in Pol-Ka and SB Producciones
S.A. to 55% of such companies’ capital stock
and votes, thus acquiring a controlling interest
in both companies, in which it previously
exercised common control. These transactions
are subject to administrative approvals.

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d. On February 10, 2011, CMD sold to a
third party all of its shares of Dinero Mail, for
approximately USD 4.4 million in cash; part
of the price was withheld as guarantee.

e. On August 17, 2011, CMD executed a
stock purchase agreement, whereby it increased
by 20% its interest in Interpatagonia S.A. (now
Interwa S.A.), where it now holds 80% of the
capital stock. CMD paid approximately Ps. 4.3
million in consideration for the shares.

On November 25, 2014, one of the sellers of
Interwa S.A.’s shares, as mentioned in Note 10
to these consolidated financial statements,
exercised its put option for 6.66% of the shares
of that company for approximately Ps. 1.5
million, payable in six monthly installments as
from December 2014.

f. On October 3, 2011 the Company’s subsidiary
AGR acquired 65.46% of the capital stock
and votes of Cúspide Libros S.A. and 2.40% of
the capital stock and votes of Librerías Fausto
S.A.C.E.I. (controlled by Cúspide Libros S.A.,
and subsequently dissolved). The transaction
amounted to USD 2.8 million and Ps. 3.8 million.

During 2014, the direct and indirect equity
interest of AGEA in Cúspide increased to
approximately 93.5%, mainly as a result
of AGR’s purchase of shares of Cúspide on
April 26, 2014 and the capital increase approved
by the shareholders of Cúspide at that
company’s General Extraordinary Shareholders’
Meeting held on June 30, 2014, which was
fully subscribed by AGR. The total cost of these
transactions amounted to approximately
Ps. 21 million.

g. On November 14, 2013 ARTEAR assigned,
sold and transferred to South Media Investments
S.A. all of its equity interest in Ideas del Sur S.A.
(“IDS”), accounting for 30% of the capital stock

IESA

Telba

Cuyo Televisión

and votes of that company, together with all the
political and economic rights inherent to the
shares. The sale price was set at USD 12 million,
which was collected in full a as of December 31,
2013. The assignment, sale and transfer of those
shares was carried out “as is” under the economic,
financial, equity, tax and legal conditions of the
shares and of IDS at the time, considered as a
whole. Accordingly, ARTEAR was held harmless
from any and all responsibility regarding the
existence of any “certain”, “contingent” or
“hidden” liabilities (current or non-current) of
IDS, that may have existed or originated prior
to the closing date of the transaction, regardless
of whether those liabilities were or were not
disclosed in IDS’ financial statements. Based
on the above, South Media Investments S.A.
assumed the risk of the existence and/or
emergence of liabilities in connection with IDS
that may have existed or originated prior to
the closing date of the transaction, regardless of
whether such liabilities already existed or
may become evident or enforceable in the future,
South Media Investments S.A. firmly and
irrevocably waived its right to bring any claim
to which it may be deemed entitled against
ARTEAR in this respect, holding it harmless -
also firmly and irrevocably- from any and all
liabilities for such cause and in that respect.

Note 13

Assets held for sale and discontinued operations
Based on the situations described in Note 9.1
to the consolidated financial statements as
of December 31, 2014, certain assets have been
classified as Assets held for sale as of such date,
as required by IFRS.

The following balances of Investments in
unconsolidated affiliates were classified as Assets
held for sale (in millions of Argentine pesos):

December 31, 2014

158.8

3.9

1.1
163.8

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The following balances of Property, Plant and
Equipment were classified as Assets held for sale
(in millions of Argentine pesos):

Property, Plant and Equipment

Detail of net income for the years ended December
31, 2014 and 2013 classified as Discontinued
operations in these consolidated financial statements
(in millions of Argentine pesos):

Revenues

Cost of Sales

Subtotal - Gross Profit

Selling Expenses

Administrative Expenses

Other Income and Expense, net

Financial Results, net

Equity in Earnings from Affiliates and Subsidiaries

Income before Income Tax and Tax on Assets

Income Tax and Tax on Assets

Net Income from Discontinued Operations

Note 14

Reserves, retained earnings and dividends

Balances at the beginning of the year:

Legal Reserve

Accumulated Results

Other Reserves

Optional Reserves

Total

Net Income Attributable to the Parent Company

Dividend Distribution

Changes in Reserves for Acquisition of Minority Interests

Balance at the end of the year

December 31, 2014

0.1

December 31, 2014

December 31, 2013

93.4

(51.0)

42.4

(20.7)

(13.2)

(3.2)

0.1

32.1

37.5

(2.7)

34.7

84.1

(61.5)

22.6

(13.8)

(14.7)

15.9

(2.0)

40.6

48.5

5.2

53.8

December 31, 2014

December 31, 2013

112,710,297

479,831,556

5,207,274

1,838,495,623

2,436,244,750

804,101,687

(240,000,000)

(5,416,960)

2,994,929,477

88,652,667

481,152,598

5,207,274

1,381,400,655

1,956,413,194

479,831,556

2,436,244,750

a. Grupo Clarín
On April 29, 2014, at the Annual Ordinary
Shareholders’ Meeting of Grupo Clarín,
the shareholders decided, among other things,
to appropriate the net income for the fiscal year
2013, which amounted to Ps. 479,831,556, as
follows: (i) Ps. 240,000,000 to the distribution

of cash dividends, (ii) Ps. 6,750,470 to the
legal reserve, and (iii) Ps. 233,081,086 to
an optional reserve to provide financial aid to
subsidiaries and in connection with the
Audiovisual Communication Services Law.
As of December 31, 2014, the Company paid
all of the distributed dividends.

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installments of Ps. 157 million each were also
to be paid in pesos on December 31, 2014 or
on an earlier date as determined by Cablevisión’s
Board of Directors. Of that amount,
approximately Ps. 158 million corresponds to
the non-controlling interest in that company.
As of the date of these financial statements,
Cablevisión paid Ps. 393.9 million of
distributed dividends, a portion of which was
settled in US dollars.

Note 15

Non-controlling interest

December 31, 2014

December 31, 2013

Balances as of January 1st

Equity in the Earnings of Other Companies for the year

Dividends and Other Movements of Non-Controlling Interest

Variation in Translation Differences of Foreign Operations

Balance at the end of the year

1,748,885,854

541,359,977

(173,220,528)

165,438,983

2,282,464,286

1,374,568,933

320,834,218

(98,535,681)

152,018,384

1,748,885,854

The following is a detail of certain supplementary
information required by IFRS about the
non-controlling interest in Cablevisión. The
information corresponds to the subsidiary’s

identifiable assets and liabilities on which the
Company values its investment. The amounts are
stated in millions of pesos and do not take into
consideration intercompany deletions.

Country

Non-controlling interest percentage

Comprehensive income for the year allocated

to non-controlling interest

Accumulated non-controlling interest at year-end

Summarized financial information:
- Dividends distributed to Non-Controlling Interests

- Current assets

- Non-current assets

- Current liabilities

- Non-current liabilities

- Revenues

- Net Income from Continuing Operations

- Other Comprehensive Income

- Total Comprehensive Income

- Cash and Cash Equivalents at Year-end

December 31, 2014

December 31, 2013

Argentina

40.0%

Argentina

40.1%

490

1,948

158

3,337

9,607

3,692

3,184

14,226

1,264

355

1,619

1,333

377

1,492

100

2,095

7,386

2,639

2,949

9,749

713

309

1,022

1,013

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Note 16

Balances and transactions with related parties
The following table contains the outstanding
balances with related parties:

Other Receivables

Non-Current

Under Joint Control

Current

Under Joint Control

Other Related Parties

Trade Receivables

Current

Under Joint Control

Other Related Parties

Trade Payables and Other

Current

Under Joint Control

Other Related Parties

Debt

Non-Current

Under Joint Control

Current

Other Related Parties

Other Liabilities

Current

Under Joint Control

Other Related Parties

The following table shows the operations with
related parties for the years ended December 31,
2014 and 2013:

December 31, 2014

December 31, 2013

1,330,662

17,140,641

18,471,303

19,889,308

61,231,737

81,121,045

41,796,587

38,740,063

80,536,650

16,701,274

1,417

299,516

300,933

18,520,453

2,953,528

20,502,373

23,455,901

22,442,531

2,160,368

24,602,899

56,726,060

11,522,480

68,248,540

6,410,285

10,948,588

439,276

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Item

December 31, 2014

December 31, 2013

Under Joint Control

Advertising Sales

Circulation Sales

Printing Services Sales

Sales of Internet Subscriptions

TV Signals Sales

Other Sales

Interest Income

Fees for Services

Productions and Co-Productions

Printing and Distribution Costs

Rights

Advertising and Promotion

Expenses

Other Related Parties

Advertising Sales

TV Signals Sales

Other Sales

Other Income

Interest Income

Rights

Rentals

Interest Expense

Advertising and Promotion

Expenses

Other Purchases

The fees paid to the Board of Directors and
the Upper Management of Grupo Clarín for
the years ended December 31, 2014 and
2013 amounted to approximately Ps. 175 and
Ps. 160 million, respectively.

Note 17

Earnings per share
The following table shows the net income and
the weighted average of the number of common
shares used in the calculation of basic earnings
per share:

Net Income used in the Calculation of

Basic Earnings per Share (gain):

From Continuing Operations

From Discontinued Operations

Weighted Average of the Number of Common Shares

used in the Calculation of Basic Earnings per Share

Earnings per Share

11,641,276

931,364

355,012

69,785

9,879,607

(51,829)

(472,244)

(26,852,007)

(247,685,438)

13,614,401

1,800

583,231

307,724

5,477,879

714,747

(2,976,789)

(28,866,841)

(176,570,270)

(2,705,492)

(3,820,745)

3,772,072

93,073,293

23,150,826

(31,577,873)

(486,665)

(1,358,239)

(1,434,572)

(236,938,535)

2,768,980

4,457,943

14,786,944

30,330

111,781

(422,943)

(1,467,988)

(1,650,816)

(160,546,534)

December 31, 2014

December 31, 2013

769,528,760

34,572,927

804,101,687

287,418,584

2.80

426,779,411

53,052,145

479,831,556

287,418,584

1.67

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The weighted average of the number of
outstanding shares was 287,418,584. Since no
debt securities convertible into shares were
recorded, the same weighted average should be
used for the calculation of diluted earnings
per share.

Basic and Diluted Earnings per Share

From Continuing Operations

From Discontinued Operations

Total Earnings per Share

Dividends paid for the year 2014 amounted to
Ps. 240,000,000 (Ps. 0.84 per share).

Note 18

Covenants, sureties and guarantees provided
a. Note 5.12 sets forth certain restrictions to
which Cablevisión (by itself and as the surviving
company and successor to Multicanal’s operations
after the merger), PRIMA and AGEA are subject
under their respective financial obligations
described in such note.

b. IESA is subject to contractual restrictions on
the transfer of its equity interest in TRISA and
Tele Net Image Corp.

c. During the year 2009, AGR purchased a
binding machine on credit. To secure the
transaction, AGR granted the supplier a pledge
over the machine. AGR granted joint and several
guarantees for the loans granted by Banco de
Inversión y Comercio Exterior and Standard
Bank Argentina S.A. to Artes Gráficas del Litoral
S.A.

d. On May 27, 2010, CMD executed a mortgage
agreement on a building of its property securing
the payment of the obligations under the
loan with Banco de la Ciudad de Buenos Aires
mentioned in Note 5.12.6.

e. On September 25, 2012, GCGC executed a
mortgage agreement on a building of its property
securing the payment of the obligations under
the loan with Banco de la Ciudad de Buenos
Aires mentioned in Note 5.12.3. Grupo Clarín
acts as guarantor of said financing.

December 31, 2014

December 31, 2013

2.68

0.12

2.80

1.49

0.18

1.67

f. On October 12, 2012, the Company executed
an agreement securing the payment of the
obligations under a loan taken by GCGC with
Standard Bank Argentina mentioned in Note
5.12.3.

g. GCSA Investments executed an agreement
with Itaú Unibanco S.A., New York branch, to
secure a financing transaction of a subsidiary of
the Group by creating a security interest on a
term deposit held in escrow at the above-
mentioned bank in the aggregate amount of USD
20.2 million, which matures in July 2015.

h. During 2014, AGR financed the acquisition of
machinery and equipment through leasing
agreements mentioned in Note 5.7.2 to these
consolidated financial statements. Grupo Clarín
and AGEA are joint debtors of said financing.

i. In September 2014, Grupo Clarín executed an
agreement with Itaú Unibanco S.A., New York
branch, to secure a financing transaction of a
subsidiary of the Group by creating a security
interest on term deposits held in escrow at the
above-mentioned bank in the aggregate amount
of USD 3.7 million, which mature in January
2015. Subsequent to closing, these transactions
were extended until March 2015.

j. In December 2014, CLC granted Banco
Mariva S.A. a pledge over two fixed-term deposits
at this bank for Ps. 1.5 million and Ps. 4 million,
with maturity date in January 2015, to secure
financing transactions of Tinta Fresca and
Cúspide, respectively. Subsequent to closing, these
transactions were extended until March 2015.

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k. In November 2014, the Company became the
guarantor for up to Ps. 30 million for a term of
one year to secure financing transactions carried
out between AGEA and Banco Santander Rio
S.A. Additionally, in February 2015, the
Company became the guarantor for up to Ps. 5
million and Ps. 35 million for a term of 100
days to secure financing transactions of AGR
and AGEA, respectively, with Banco Santander
Rio S.A.

Note 19

Award of a BID of the city of Buenos Aires
On June 7, 2011, the Government of the City of
Buenos Aires issued Decree No. 316 whereby it
approved a public bidding process to contract
comprehensive digital services for educational
purposes for elementary school students in the
City of Buenos Aires. Such services include, but
are not limited to, the delivery of one netbook per
student and one notebook per teacher under a
gratuitous bailment agreement, connectivity, first
and second level support, content access control,
replacement in case of theft or damage and new
license, both with certain limitations. The bid was
awarded to PRIMA for a five-year term, which
will start after certain requirements have been
met. As consideration, PRIMA would receive an
amount per student, teacher and school.

As of December 31, 2011 the initial requirements
had been met in order to bring the agreement
into effect and to begin its billing. The agreement
has been in effect during the year. The services
have been rendered on a regular basis without any
inconveniences and the Government of the City
of Buenos Aires has been honoring the payments
in accordance with the bidding terms.

Note 20

Long-term savings plan for employees
During the last quarter of 2007, the Company,
together with its subsidiaries, began to
implement a long-term savings plan for certain
executives (directors and managers comprising
the “executive payroll”), which became effective
in January 2008. Executives who adhere to such

plan undertake to contribute regularly a portion
of their salary (variable within a certain range, at
the employee’s option) to a fund that will allow
them to strengthen their savings capacity. Each
company of the Group where those executives
render services will match the sum contributed
by such executives. This matching contribution
will be added to the fund raised by the
employees. Under certain conditions, the
employees may access such funds upon
termination of their participation in the long-
term savings plan.

Said plan provides for certain special conditions
for those managers who were in the “executive
payroll” before January 1st, 2007. Such
conditions consist of supplementary
contributions made by each company to the
plan related to the executive’s years of service
with the Group. As of December 31, 2014,
such supplementary contributions made by the
Company on a consolidated basis amount to
approximately Ps. 51 million, and the charge to
income is deferred until the retirement of each
executive.

During 2013, certain changes were made to the
savings system, although its operation
mechanism and the main characteristics with
regard to the obligations undertaken by the
company were essentially maintained.

Pursuant to IAS No. 19, the above-mentioned
savings plan qualifies as a Defined Contribution
Plan, which means that the companies’
contributions shall be charged to income on a
monthly basis as from the date the plan
becomes effective.

Note 21

Operating Leases
Lease Agreements

As of December 31, 2014 and 2013, the
Company is a party to non-cancellable
operating leases, which are currently effective
and have different terms and renewal rights. The
total amount of minimum future payments for
non-cancellable operating leases is the following
(in millions of Ps.):

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December 31, 2014

December 31, 2013

165

163

355

120

162

299

December 31, 2014

December 31, 2013

Assets

Liabilities

Assets

Liabilities

4.7

1 year

Between 1 and 5 years

5 years or more

Note 22

Derivatives
The following is a detail of the derivatives held by
the Company (amounts stated in millions of
Argentine pesos):

Foreign Currency Forward Contracts –

Fair Value Hedge

Total

Less non-current portion:

Foreign Currency Forward Contracts –

Fair Value Hedge

Total

Current portion

No ineffectiveness has been recorded in
connection with fair value hedges.

Note 23

Law No. 26,831 Capital Markets
On December 28, 2012, Capital Markets Law
No. 26,831 (the "Capital Markets Law"),
passed on November 29, 2012 and enacted on
December 27, 2012, was published in
the Official Gazette. The Law provides for a
comprehensive amendment of the public
offering regime, previously governed by Law
No. 17,811. Among other things, this law
enhances the National Government’s oversight
powers and changes the authorization, control
and oversight mechanisms of all stages of
the public offering process and the role of all
the entities and individuals involved. The
Law became effective on January 28, 2013.

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Note 24

Extinction of the notes issued by AGEA
As mentioned in Note 5.7.2 to the consolidated
financial statements, on January 28, 2014,
AGEA repaid all of the USD 30.6 million
aggregate principal amount outstanding and
interest accrued as of such date on the
Series C Notes issued by that company under
the Global Program.

Pursuant to Article 16, Section V of Chapter
I of Title III of the Restated Rules issued by the
CNV, which governs the delisting due to
non-existence of outstanding securities, upon
the extinction of the Series C Notes AGEA filed
the required documentation with the CNV.

On August 5, 2014, the CNV served AGEA
with a notice requesting the latter to submit
information to prove the extinction of Series A,
B and D Notes, issued by that company under
the Global Program for the Issuance of Notes.
On August 12, 2014, AGEA submitted the
information requested by the CNV, providing
evidence of the extinction of the notes.

On October 8, 2014, the CNV requested
AGEA to make a filing in connection with the
delisting. On October 16, 2014, AGEA
submitted a Note to the CNV whereby it
requested delisting due to the extinction
of its notes. As of the date of these financial
statements, the CNV has not rendered a
decision on this matter.

Once the authorization for public offering is
cancelled due to the non-existence of
outstanding securities, AGEA shall no longer
be subject to the applicable regulations and
legislation issued by the CNV, and shall become
subject to the jurisdiction of the IGJ, and,
therefore, to that agency’s regulations.

that power if the shareholders and/or
noteholders with a two percent (2%) interest
in the company’s capital stock or outstanding
debt securities claim that they have suffered
actual and certain damages or if they believe
their rights may be seriously jeopardized
in the future. The Decree also vests on the
CNV the power to appoint the administrators
or co-administrators that will hold office as a
consequence of the removal of the boards
of directors. Thus, the Decree amends the Law
by granting the CNV powers that were not
provided therein. By doing so, the Executive
Branch is assuming strictly legislative functions
in breach of constitutional provisions.

On September 5, 2013 within the framework
of the Capital Markets Law and its Decree,
the CNV issued Resolution No. 622/2013 (the
“Rules”), whereby it approved the applicable
Rules that repeal the Rules that had been
effective until that date (as restated in 2001).
The new Rules have introduced several changes
in connection with CNV’s powers over the
companies under that agency’s oversight,
and also in connection with the information
that these companies must disclose.

On August 20, 2013, at the request of Mr.
Rubén Mario Szwarc, a minority shareholder of
the Company, and by means of public deed
number two hundred forty five, the Company
was served notice of the decision rendered
by Chamber A of the National Court of
Appeals on Commercial Matters on August
12, 2013, in re “SZWARC, Rubén Mario v.
National Government and Others on
Preliminary Injunction” File No. 011419/2013.
That Chamber decided, among other things,
(i) to declare the unconstitutionality of Sections
2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law No.
26,854, and (ii) to order the provisional,
injunctive suspension of Section 20, subsection
a), second part, paragraphs I and II (or 1
and 2) of Law No. 26,831 and of all laws,
rules or administrative acts issued or that may
be issued pursuant to such legal provisions,
with respect to Grupo Clarín S.A., until the
judge that is finally declared competent to
render a decision on the merits assumes full
jurisdiction of the case and renders a final
decision relating to the injunction.

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Note 25

Subsequent events
a. The events that took place subsequent to the
closing of this year related to the Proposal are
described in Note 9.1.

b. The events that took place subsequent to the
closing of this year related to Cablevisión’s debt
are described in Note 5.12.1.

c. In connection with Note 8.2.j to these
consolidated financial statements, on February
11, 2015, the preliminary hearing was held
pursuant to Article 8, subsection b.1.), Title
XIII, Chapter II, Section II of the Regulations
(T.R. 2013, as amended).

d. On January 8, 2015, CMD exercised the
call option for an additional 6.66% of the
equity interest in Interwa S.A. as mentioned
in Note 10 to these consolidated financial
statements, at a price of approximately Ps. 1.5
million, payable in five monthly installments
as from January 2015.

e. Law No. 19,307 was published in the Official
Gazette of the Republic of Uruguay on January
14, 2015. This Law governs radio, television,
and other audiovisual communication services
(hereinafter, the “Audiovisual Communications
Law”). Section 202 of this law provides that the
Executive Branch shall issue the implementing
regulations for this law within a 120-day term
as from the day following the publication of
this law in the Official Gazette. As of the date
of the financial statements, only Decree No.
45/015 has been issued, but the implementing
regulations for most of the sections of this law
are still pending. Such Decree provides that
the concession for the use and allocation
of the radio-electric spectrum for non-satellite
audiovisual communication services shall be
granted for a term of 15 years.

Section 54 of the Audiovisual Communications
Law provides that an individual or legal entity

cannot be allocated the full or partial
ownership of more than 6 authorizations or
licenses to render television services to
subscribers throughout the national territory of
Uruguay. Such limit is reduced to 3 if one
of the authorizations or licenses includes the
department of Montevideo. Section 189 of
this law provides that in case the above-
mentioned limits were exceeded as of the entry
into force of the Law, the owners of those
audiovisual communication services shall
transfer the necessary authorizations or licenses
so as not to exceed the limits mentioned
above within a term of 4 years as from the date
of entry into force of the Audiovisual
Communications Law.

The subsidiaries of Cablevisión in the Uruguay
are analyzing the possible impact on their
business that could be derived from the change
in the regulatory framework and the eventual
legal actions they may bring to safeguard their
rights and those of their shareholders.

The decisions to be made based on these
consolidated financial statements should
contemplate the eventual impact that these
changes in the regulatory framework may
have on Cablevisión and its subsidiaries in the
Republic of Uruguay. The Company’s
consolidated financial statements should be read
in the light of these uncertain circumstances.

f. Note 8.1.j describes the main events that
took place after December 31, 2014 in
connection with the re-allocation of frequencies
in the Republic of Uruguay.

Note 26

Approval of financial statements
Grupo Clarín’s Board of Directors has approved
the consolidated financial statements and
authorized their issue for March 10, 2015.

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

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SUPPLEMENTARY
FINANCIAL
INFORMATION

195
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1. Company activities

Grupo Clarín is the most prominent and
diversified media group in Argentina and one of
the most important in the Spanish-speaking
world. It has presence in the printed media,
radio, broadcast and cable television, audiovisual
content production, the printing industry and
Internet. Its leadership in the different media is a
competitive advantage that enables Grupo Clarín
to generate significant synergies and expand
into new markets. Its activities are grouped
into four main segments: Cable television and
Internet access, Printing and publishing,
Broadcasting and Programming, and Digital
content and other.

The Company carried out its activities in the
challenging context of constant harassment
of the media in general and of Grupo Clarín in
particular. Among the main activities carried
out during the year, the following were the most
significant:

In the Printing and Publishing segment, during
the year, the Company continued to publish
its traditional newspapers and magazines,
focusing on strengthening its editorial offering
through the launch of new collectible and
optional products. Advertising sales began to fall
starting in February 2013, as a consequence of a
substantial decrease in printed media advertising
sales to supermarket and home appliance chains.
This circumstance has a negative impact on the
finances of news companies and, in particular, on
this segment; which has also suffered from an
ever-decreasing allocation of government
advertising.

In the Broadcasting and Programming Segment,
El Trece maintained the highest audience share.
This leading position is mostly attributable to

the good performance of its programming grid
both during the Prime Time, and at other times.
In Prime Time, the most outstanding features
were the fiction shows Solamente Vos, Farsantes,
Mis Amigos de Siempre, Guapas and Noche y
Día, along with Telenoche, the leading newscast
in broadcast TV, and in the first quarter, the
entertainment show Los 8 Escalones, which was
subsequently moved to weekends. By the end
of April, ShowMatch returned to the screen with
very good ratings. Noticiero Trece, El Diario
de Mariana and A Todo o Nada delivered good
results in afternoon programming. Periodismo
Para Todos and the incorporation of the shows
Lunch and Dinner with Mirtha Legrand
and the above-mentioned show Los 8 Escalones
contributed to a good performance during
weekends.

In the Cable Television and Internet Access
segment, the Company focused on subscriber
loyalty initiatives, as well as on boosting
penetration of its premium services, such as,
Cablevisión HD, Pay Per View (PPV), Video
On Demand (VoD) and Digital Video Recording
(DVR) and expanding its broadband Internet
access subscriber base. Progress was also made
in the optimization of the reach of digital
and premium services to cities and towns in the
provinces.

2. Consolidated financial structure

Note: the amounts are rounded and stated in
thousands of Argentine Pesos. The figures under
total amounts may not represent the exact
arithmetic sum of the other figures in the table.
Pursuant to CNV regulations, the following
table shows the balances and results for the
period, on a comparative basis with the prior
periods, prepared under IFRS.

Supplementary
Financial
Information

As of December 31, 2014

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Non-current assets

Current assets

Assets held for sale

Total Assets

Equity of the Parent Company

Equity of Non-Controlling Interests

Total Equity

Non-current liabilities

Current liabilities

Total Liabilities

December 31,

2014

2013

2012

2011

10,801,158

6,366,440

163,897

17,331,495

5,483,022

2,282,464

7,765,487

3,520,126

6,045,882

9,566,008

9,512,026

4,872,758

8,303,639

3,699,980

7,791,866

2,855,978

14,384,783

12,003,619

10,647,844

4,729,908

1,748,886

6,478,794

3,451,464

4,454,526

7,905,989

4,090,030

1,374,569

5,464,599

3,378,694

3,160,327

6,539,020

3,634,142

1,063,646

4,697,788

3,319,250

2,630,806

5,950,056

Total Equity and Liabilities

17,331,495

14,384,783

12,003,619

10,647,844

3. Consolidated comprehensive income structure

Operating income/loss from
continuing operations (1)
Financial Results

Equity in Earnings from Affiliates

and Subsidiaries

Other Income and Expense, net

Net Income from continuing operations

December 31,

2014

2013

2012

2011

3,586,236

(1,730,471)

2,149,638

(1,473,831)

1,900,321

(916,154)

1,710,140

(582,086)

39,802

2,604

99,483

69,534

13,683

639

33,654

1,507

before income tax and tax on assets

1,898,171

844,825

998,490

1,163,215

Income tax and tax on assets

(587,373)

(97,924)

(524,876)

(425,032)

Income for the year from

continuing operations

1,370,798

746,900

473,614

738,183

Net Income from Discontinued Operations

Net Income for the Year

34,664

1,345,462

53,765

800,666

498,717

972,331

47,426

785,610

Other Comprehensive Income for the Year

359,868

312,065

180,169

81,154

Total Comprehensive Income for the Year

1,705,330

1,112,731

1,152,500

866,764

(1) Defined as net sales less cost of sales and expenses.

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4. Cash flow structure

December 31,

2014

2013

2012

2011

Cash provided by (used in) Operating Activities

Cash provided by (used in) Investment Activities

Cash provided by (used in) Financing Activities

Total Cash provided (used) for the Year

4,474,551

(3,087,503)

(1,623,069)

(236,021)

2,608,347

(2,038,304)

(412,863)

157,180

2,291,944

(819,887)

(1,110,017)

362,040

1,577,219

(1,527,311)

187,633

237,541

Financial Results Generated By Cash

and Cash Equivalents

325,262

188,547

77,116

42,090

Total Changes in Cash

89,241

345,727

439,156

279,632

5. Statistical data

Cable TV
subscribers (1) (5)
Cable TV
homes passed (2) (5)
Cable TV churn ratio

Internet access
subscribers (1)
Newspaper circulation (3)
Canal 13 audience share
Prime Time (4)
Total Time (4)

December 31,

2014

2013

2012

2011

2010

3,491,068

3,492,480

3,404,698

3,490,320

3,357,853

7,514,104

13.6

1,837,672

276,466

33.3
26.7

7,509,525

12.7

1,711,587

296,704

35.4
28.0

7,455,898

12.8

1,504,380

311,699

35.9
29.4

7,586,506

12.5

1,351,107

331,238

42.2
33.0

7,485,595

11.7

1,128,171

360,816

42.2
31.0

(1) Includes companies controlled, directly and
indirectly, by Cablevisión (Argentina, Uruguay and
Paraguay).
(2) Contemplates the elimination of the overlapping
of networks between Cablevisión and subsidiaries
(including Multicanal and Teledigital).
(3) Average quantity of newspapers per day (Diario
Clarín and Olé), pursuant to the Instituto Verificador
de Circulaciones (this figure represents sales in
Argentina and abroad).

(4) Share of prime time audience of broadcast
television stations in the Metropolitan Area of Buenos
Aires, as reported by IBOPE. Prime time is defined as
8:00 PM to 12:00 AM, Monday through Friday. Total
time is defined as 12:00 PM to 12:00 AM, Monday
through Sunday.
(5) As of December 31, 2014, 2013 and 2012 it does
not include the data corresponding to Cablevisión’s
subsidiaries in Paraguay.

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6. Ratios

Liquidity (current assets / current liabilities)

Solvency (equity / total liabilities)

Capital assets

(non-current assets / total assets)

Return on equity (net income for the year /

average shareholders’ equity)

December 31,

2014

1.05

0.81

0.62

0.19

2013

1.09

0.82

0.66

0.13

2012

1.17

0.84

0.69

0.19

2011

1.09

0.79

0.73

0.18

7. Outlook

As mentioned in the notes to the financial
statements (see Note 9 to the consolidated
financial statements), there are uncertainties
about the business of the Company and
its subsidiaries that could significantly affect
the recoverability of the Company’s
relevant assets.

The decisions made on the basis of
these financial statements should consider the
eventual impact of the above-mentioned
situations. The financial statements of the
Company and its subsidiaries should be read
in light of these uncertain circumstances.

The Company remains committed to informing
with independence, to reaching all sectors
of society and to supporting the quality and
credibility values of its media. It will assess
the implications of the laws related to its
activities; while bringing the pertinent legal
actions to safeguard its rights and those of its
readers, audiences and clients.

The Company will keep focusing on the core
processes that allow for a sustainable and
efficient growth from different perspectives:
financial structure, management control,
business strategy, human resources, innovation
and corporate social responsibility.

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

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Independent
Auditor’s Report

Free translation from
the original
prepared in Spanish

To the Shareholders, President

and Directors of Grupo Clarín S.A.

Legal domicile: Piedras 1743

Autonomous City of Buenos Aires

CUIT No 30-70700173-5

Report on the Consolidated Financial
Statements
We have audited the attached consolidated
financial statements of Grupo Clarín S.A. and its
controlled subsidiaries (the “Company”) which
comprise the consolidated balance sheet at
December 31, 2014, the consolidated statements
of comprehensive income, of changes in equity
and of cash flows for the year then ended and
a summary of significant accounting policies and
other explanatory information.

The balances and other information for the
fiscal year 2013 are an integral part of the above-
mentioned audited financial statements, so they
are to be considered in the light of those
financial statements.

Board of Directors’ responsibility
The Board of Directors is responsible for the
reasonable preparation and presentation
of these consolidated financial statements in
accordance with International Financial
Reporting Standards adopted by the Argentine
Federation of Professional Councils in
Economic Sciences (FACPCE, for its Spanish
acronym) as professional accounting standards
and incorporated by the Argentine Securities
Commission (CNV, for its Spanish acronym) to
its regulations, as adopted by the International
Accounting Standards Board (IASB). Further,
the Board of Directors is responsible for the
internal control it may deem necessary to enable
preparing consolidated financial statements
free of material misstatements caused by errors
or irregularities. Our responsibility is to express an
opinion on the consolidated financial statements
based on the audit we performed with the scope
detailed in paragraph “Auditor’s responsibility”.

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Auditor’s responsibility
Our responsibility is to express an opinion on the
consolidated financial statements based on our
audit. We conducted our audit in accordance
with International Standards on Auditing. Those
standards were adopted as auditing standards
in Argentina by Technical Resolution No. 32 of
the Argentine Federation of Professional Councils
in Economic Sciences (FACPCE, for its
Spanish acronym) as they were approved by the
International Auditing and Assurance Standards
Board (IAASB) and require that we comply
with ethical requirements and plan and perform
the audit to obtain reasonable assurance about
whether the consolidated financial statements are
free from material misstatement.

An audit involves performing procedures to
obtain audit evidence about the amounts and
disclosures in the consolidated financial
statements. The procedures selected depend on
the auditor’s judgment, including the assessment
of the risks of material misstatement in the
consolidated financial statements, whether due to
fraud or error. In making those risk assessments,
the auditor considers internal control relevant
to the entity’s preparation and fair presentation of
the consolidated financial statements in order
to design audit procedures that are appropriate
in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of
the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting
policies used and the reasonableness of accounting
estimates made by management, as well
as evaluating the overall presentation of the
consolidated financial statements.

We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our audit opinion.

Opinion
In our opinion, the consolidated financial
statements mentioned in the first paragraph of
this report present fairly, in all material respects,
the consolidated financial statements mentioned
in paragraph 1 present fairly, in all material
respects, the consolidated financial position of
Grupo Clarín S.A. as of December 31, 2014
and the consolidated comprehensive income and
consolidated cash flows for the fiscal year then
ended, in accordance with International Financial
Reporting Standards.

Emphasis of Matter
We draw attention to Notes 8.1.a., 8.1.b., 8.1.c.,
8.1.d., 8.1.e., 9, 25.a. and 25.e. to the
consolidated only financial statements, which
describe the uncertainties related to the eventual
effects on the activities of the Company and
certain subsidiaries of: (i) the resolutions issued
by several regulators on matters associated with
the acquisition of Cablevisión S.A. and other
companies and their subsequent merge with
Multicanal S.A. and other companies; and related
with the revocation of the License that had
been originally granted to FIBERTEL S.A.; (ii)
the change in the Audiovisual Communication
Services regulatory framework and the final
outcome of the voluntary conforming proposal
filed with the Audiovisual Communication
Services Law Federal Enforcement Authority and
the Supreme Court of Argentina and of the
legal and administrative actions that are bringing
and will bring the Company to safeguard its
rights and those of its shareholders; (iii) the
resolution issued by the regulator to calculate the
monthly fee payable by the users of cable
television services, whose decisions cannot be
foreseen to date; (iv) the change in the regulatory
framework of the telecommunications sector that
results from the passing of the Digital Argentina
Act, which implementing regulation is pending as

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of this date; and (v) the enactment of Law No.
19307 in the Eastern Republic of Uruguay that
regulates the main activities of Adesol S.A., a
Cablevisión S.A. subsidiary, which implementing
regulation is pending as of this date. Our opinion
is not qualified in respect of these matters.

Report on compliance with current regulations
In accordance with current regulations in respect
to Grupo Clarín S.A., we report that:

a) The consolidated financial statements of
Grupo Clarín S.A. have been transcribed to the
“Inventory and Balance Sheet” book and
comply with the Corporations Law and pertinent
resolutions of the Argentine Securities
Commission, as regards those matters within
our competence;

b) The parent company only financial statements
of Grupo Clarín S.A. arise from accounting
records kept in all formal respects in conformity
with legal provisions which maintain the security
and integrity conditions based on which they
were authorized by the Argentine Securities
Commission;

c) We have read the supplementary financial
information, on which, as regards those matters
that are within our competence, we have no
observations to make;

d) At December 31, 2014 the debt accrued in
favor of the (Argentine) Integrated Social Security
System according to the Company’s accounting
records and calculations amounted to $2.002.610,
none of which was claimable at that date;

e) In accordance with the requirements of Article
21°, Subsection e), Chapter III, Section VI, Title
II of the regulations of the Argentine Securities
Commission, we report that the total fees for
audit services and related billed the Company in
the year ended December 31, 2014 represent:

e.1) 88% on the total fees for services invoiced
to the Company for all concepts in that year;
e.2) 17% on the total fees for audit and related
services invoiced to the Company, its parent
companies, subsidiaries and affiliates in that year;
e.3) 16% on the total fees for services invoiced to
the Company, its parent companies, subsidiaries
and affiliates for all concepts in that year.

f) We have applied the procedures on prevention
of asset laundering and terrorism funding set
forth in the relevant professional rules issued by
the Professional Council for Economic Sciences
of the Autonomous City of Buenos Aires.

Autonomous City of Buenos Aires,
March 10, 2015

Price Waterhouse & Co. S.R.L.

by Teresita M. Amor (Partner)

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PARENT
COMPANY ONLY
FINANCIAL
STATEMENTS

203
203

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Parent Company only
Statement of
Comprehensive
Income

For the years ended
December 31, 2014 and 2013
In Argentine Pesos (Ps.)

Notes

December 31, 2014

December 31, 2013

Equity in Earnings from Affiliates and Subsidiaries

Management fees
Administrative Expenses (1)
Other Income and Expense, net

Financial Costs

Other Financial Results, net

Income before Income Tax and Tax on Assets

Income Tax and Tax on Assets

Income for the Year from Continuing Operations

4.3

5.1

5.2

5.3

699,025,584

116,160,000

(152,344,041)

(16,446,377)

(785,000)

111,026,610

756,636,776

15,308,541

771,945,317

454,277,709

105,493,573

(125,073,655)

(14,834,785)

(4,166,484)

15,384,592

431,080,950

(2,634,519)

428,446,431

Net Income from Discontinued Operations

4.12

32,156,370

51,385,125

Net Income for the Year

804,101,687

479,831,556

Other Comprehensive Income

Variation in Translation Differences of Foreign Operations

Other Comprehensive Income for the year net of income tax

194,429,342

160,046,637

Comprehensive Income for the Year

998,531,029

639,878,193

(1) Includes depreciation of property, plant and equipment and
amortization of intangible assets in the amount of Ps. 784,183
and Ps. 647,164 for the years ended December 31, 2014 and
2013, respectively.

The notes are an integral part of these parent company only
financial statements.

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

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Parent Company only
Balance Sheet

As of December 31, 2014,
and 2013
In Argentine Pesos (Ps.)

Assets

Non-Current Assets

Property, Plant and Equipment

Intangible Assets

Deferred Tax Assets

Investments in unconsolidated affiliates

Other Receivables

Total Non-Current Assets

Current Assets

Other Receivables

Other Investments

Cash and Banks

Total Current Assets

Notes

December 31, 2014

December 31, 2013

4.1

4.2

4.3

4.4

4.5

4.6

1,421,956

197,602

30,528,358

5,294,496,135

30,000

5,326,674,051

119,952,371

60,603,314

5,755,391

186,311,076

1,170,211

256,861

12,073,066

4,616,128,529

30,000

4,629,658,667

69,104,459

149,294,148

7,959,791

226,358,398

Assets held for sale

4.12

152,378,791

Total Assets

5,665,363,918

4,856,017,065

Equity (as per the corresponding statement)

Shareholders’ Contributions

Other items

Retained Earnings

Total Equity

Liabilities

Non-Current Liabilities

Other Liabilities

Total Non-Current Liabilities

Current Liabilities

Debt

Taxes Payable

Other Liabilities

Trade Payables and Other

Total Current Liabilities

2,010,638,503

477,244,708

2,995,139,163

5,483,022,374

2,010,638,503

288,232,326

2,431,037,476

4,729,908,305

4.3

4.7

4.8

4.9

119,904,077

231,387

3,614,046

25,101,396

33,490,638

62,437,467

65,188,295

691,884

5,219,357

17,915,000

37,094,224

60,920,465

Total Liabilities

182,341,544

126,108,760

Total Equity and Liabilities

5,665,363,918

4,856,017,065

The notes are an integral part of these parent company only
financial statements.

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

205

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Parent Company only
Statement of
Changes in Equity

For the years ended
December 31, 2014 and 2013
In Argentine Pesos (Ps.)

Balances as of January 1st, 2013

Set-up of reserves (Note 7.a)

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences of Foreign Operations

Adjustment on

Additional

Capital Stock

Paid-in Capital

287,418,584

309,885,253

1,413,334,666

Balances as of December 31, 2013

287,418,584

309,885,253

1,413,334,666

Set-up of reserves (Note 7.a)

Dividend Distribution (Note 7.a)

Changes in Reserves for Acquisition of Investments

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences of Foreign Operations

Balances as of December 31, 2014

287,418,584

309,885,253

1,413,334,666

(1) Broken down as follows: (i) Optional reserve for
future dividends of Ps. 300,000,000; (ii) Judicial
reserve for future dividend distribution of Ps. 387,028,756,
(iii) Optional reserve for illiquidity of results of
Ps. 694,371,899 and (iv) Optional reserve to provide financial
aid to subsidiaries and in connection with the Audiovisual
Communication Services Law of Ps. 690,176,054.

The notes are an integral part of these parent company
only financial statements.

(

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Shareholders’

Contributions

Translation of

Other items

Subtotal

Foreign Operations

Other Reserves

Legal Reserve

(1) Optional
reserves

Retained Earnings

Accumulated

Results

Total Equity

4,090,030,112

479,831,556

160,046,637

4,729,908,305

(240,000,000)

(5,416,960)

804,101,687

2,010,638,503

122,978,415

5,207,274

2,010,638,503

160,046,637

283,025,052

88,652,667

24,057,630

1,381,400,655

457,094,968

481,152,598

(481,152,598)

479,831,556

5,207,274

112,710,297

1,838,495,623

479,831,556

194,429,342

(5,416,960)

6,750,470

233,081,086

(239,831,556)

(240,000,000)

804,101,687

194,429,342

2,010,638,503

477,454,394

(209,686)

119,460,767

2,071,576,709

804,101,687

5,483,022,374

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

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Parent Company only
Statements
of Cash Flows

For the years ended
December 31, 2014 and 2013
In Argentine Pesos (Ps.)

Cash provided by Operating Activities

Net Income for the Year

Income Tax and Tax on Assets

Accrued Interest, net

Adjustments to reconcile net income for the year

to cash used in operating activities:

- Depreciation of Property, Plant and Equipment and

Amortization of Intangible Assets

- Financial Income, except interest

- Equity in Earnings from Affiliates and Subsidiaries

Changes in Assets and Liabilities:

- Other Receivables

- Trade Payables and Other

- Taxes Payable

- Other Liabilities

Income Tax and Tax on Assets Payments

December 31, 2014

December 31, 2013

804,101,687

479,831,556

(15,308,541)

(2,834,839)

2,634,519

2,322,978

784,183

(113,491,817)

(731,181,954)

(47,742,299)

(3,603,586)

(1,618,518)

7,186,396

(1,249,492)

647,164

(16,433,639)

(505,662,834)

(41,579,729)

8,456,719

1,482,417

3,477,326

(795,850)

Net Cash Flows used in Operating Activities

(104,958,780)

(65,619,373)

Cash provided by Investment Activities

Dividends collected

Capital contributions in subsidiaries

Acquisition of Property, Plant and Equipment, net

Acquisition of Intangible Assets

Loans and interest collected

Loans granted

Placements of Forward Instruments

Net Cash Flows provided by Investment Activities

592,098,242

(479,985,500)

(923,693)

(52,976)

9,200,646

(14,200,000)

(30,793,000)

75,343,719

159,061,458

(9,000,000)

(519,673)

(179,860)

5,000,000

(7,968,000)

146,393,925

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

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Cash provided by Financing Activities

Loans

Payment of Debts

Payment of Interest

Dividends Paid

Net Cash Flows (used in) / provided by Financing Activities

Financing Results generated

by Cash and Cash Equivalents

(Decrease) / Increase in cash flow, net

Cash and Cash Equivalents at the Beginning of the Year

December 31, 2014

December 31, 2013

30,815,000

(240,000,000)

(209,185,000)

116,522,354

(122,277,707)

157,253,939

45,400,000

(126,515)

(66,370)

45,207,115

18,278,037

144,259,704

12,994,235

Cash and Cash Equivalents at Year-end

34,976,232

157,253,939

The notes are an integral part of these parent company

only financial statements.

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

209

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Note 1

General Information
Grupo Clarín is a holding company that operates
in the Media industry. Its operating income
and cash flows derive from the operations of its
subsidiaries in which it participates directly
or indirectly.

The operations of its subsidiaries include cable
television and Internet access services,
newspaper and other printing, publishing and
advertising activities, broadcast television, radio
operations and television content production,
on-line and new media services, and other
media related activities. A substantial portion
of its revenues is generated in Argentina.

Note 2

Basis for the Preparation and Presentation of the

Parent Company only Financial Statements

2.1 Basis for the preparation and transition to IFRS
Pursuant to General Resolution No. 562 issued
on December 29, 2009, entitled “Adoption
of International Financial Reporting Standards”
and General Resolution No. 576/10, the
CNV provided for the application of Technical
Resolutions No. 26 (TR 26) and 29 issued
by the Argentine Federation of Professional
Councils of Economic Sciences (FACPCE,
for its Spanish acronym). Since the Company is
subject to the public offering regime governed
by Law No. 26,831, it is required to apply such
standards as from the year beginning January
1st, 2012. The FACPCE issues Adoption
Communications for the enforcement of IASB
resolutions in Argentina.

TR 26 provides that parent company only
financial statements must be prepared under
IFRS approved to date in Argentina by
the “FACPCE”, except for the valuation of
investments in subsidiaries, which are valued
under the equity method.

statements have been prepared in accordance
with IFRS, except for the above-mentioned
valuation of investments in subsidiaries.
Certain additional matters were included as
required by the Argentine Business Associations
Law and/or CNV regulations, including
the supplementary information provided under
the last paragraph of Section 1, Chapter III,
Title IV of General Resolution No. 622/13.
That information is included in the Notes to
these parent company only financial statements,
as provided under IFRS and CNV rules.

The interim condensed parent company only
financial statements have been prepared based
on historical cost, except for the measurement
at fair value of certain non-current assets and
financial instruments. In general, the
historical cost is based on the fair value of the
consideration granted in exchange for the assets.

The attached information, approved by the
Board of Directors at the meeting held on
March 10, 2015, is presented in Argentine Pesos
(Ps.), the Argentine legal tender, and arises from
accounting records kept by Grupo Clarín S.A.

2.2 Standards and Interpretations issued but not

adopted to date
The Company has not adopted IFRS or
revisions of IFRS issued as per the detail below,
since their application is not required for the
year ended December 31, 2014:

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

In preparing these parent company only financial
statements for the year ended December 31,
2014, presented on a comparative basis, the
Company has followed the guidelines provided
by TR 26, and, therefore, these financial

Notes to the Parent
Company only
Financial
Statements

For the year ended
December 31, 2014
Presented on a comparative basis
In Argentine Pesos (Ps.) -

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additional information to be disclosed by the
Company in the financial statements. It provides
a single, principles based five-step model to
be applied to all contracts with customers.

2.3 Standards and Interpretations issued and

adopted to date
- IFRIC 21 Levies: The interpretation
establishes how to account for liabilities to pay
levies when those liabilities are within the scope
of IAS 37 “Provisions, Contingent Liabilities
and Contingent Assets” and when they do
not arise from income taxes (IAS 12) or from
fines or other penalties imposed for breach of
tax legislation. The interpretation clarifies what
is the obligating event that triggers the
obligation to pay the levy and when an entity
should recognize that obligation. This standard
is applicable to years beginning on or after
January 1, 2014. This standard did not have an
impact on the Company’s financial statements.

2.4 Equity Interests
The Company records the interest in its
subsidiaries and associates using the equity
method, as established by TR 26.

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

An associate is an entity over which the
Company has significant influence, without
exerting control, generally accompanied by
equity holdings of between 20% and 50% of
voting rights.

The subsidiaries’ and associates’ net income
and the assets and liabilities are disclosed
in the financial statements using the equity
method, except when the investment is classified
as held for sale, in which case it is accounted
for under IFRS 5 “Non-Current Assets Held for
Sale and Discontinued Operations”. Under the
equity method, the investment in a subsidiary
or associate is to be initially recorded at cost and
the book value will be increased or decreased

to recognize the investor’s share in the
comprehensive income for the year or in other
comprehensive income obtained by the
subsidiary or associate, after the acquisition
date. The distributions received from the
subsidiary or associate will reduce the book
value of the investment.

The losses incurred by an associate in excess
of the Company’s interest in such company are
recognized to the extent the Company has
undertaken any legal or implicit obligation or
has made payments on behalf of the associate.
Any excess of the acquisition cost over
the Company’s share in the net fair value of
the subsidiary’s or associate’s identifiable assets,
liabilities and contingent liabilities measured at
the acquisition date is recognized as goodwill.
Goodwill is included in the book value of the
investment and tested for impairment as part
of the investment. Any excess of the Company’s
share in the net fair value of the identifiable
assets, liabilities and contingent liabilities over
the acquisition cost, after its measurement
at fair value, is immediately recognized in the
statement of income.

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

Adjustments were made, where necessary, to
the subsidiaries’ and associates’ financial
statements so that their accounting policies are
in line with those used by the Company.

2.4.1 Changes in the Company’s Interests in Existing

Subsidiaries
The changes in the Company’s interests in
subsidiaries that do not generate a loss of
control are recorded under equity. The book
value of the Company’s interests is adjusted
to reflect the changes in the relative interest in
the subsidiary. Any difference between the
amount for which an additional investment
is recorded and the fair value of the
consideration paid or received is directly
recognized in equity.

In case of loss of control and significant
influence, any residual interest in the issuing
company is measured at its fair value at such
date, allocating the change in the recorded

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value with an impact on net income. The
fair value is the initial amount recognized for
such investments for the purposes of its
subsequent valuation for the interest retained
as associate, joint operation or financial
instrument. Additionally any amount previously
recognized in Other Comprehensive Income
regarding such investments is recognized as if
the Company had disposed of the related assets
and liabilities. Consequently, the amounts
previously recognized in Other Comprehensive
Income may be reclassified to net income.

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

The measurement period is the actual period
that begins on the acquisition date and
ends as soon as the Company receives all the
information it was seeking about facts and
circumstances that existed as of the acquisition
date. The measurement period cannot exceed
one year from the acquisition date. All other
changes in the fair value of the contingent
consideration classified as assets or liabilities,
outside the measurement period, are recognized
in net income. Changes in the fair value of
the contingent consideration classified as equity
are not recognized.

variation. In the periods preceding the reporting
periods, the Company may have recognized
in other comprehensive income the changes in
the value of the interest in the capital stock of
the acquired company. In that case, the amount
recognized in other comprehensive income is
recognized on the same basis that would have
been required if the Company had directly
disposed of the previously-held equity interest.

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

Any excess of the acquisition cost (including
the interest previously held, if any, and the
non-controlling interest) over the Company’s
share in the net fair value of the subsidiary’s or
associate’s identifiable assets, liabilities and
contingent liabilities measured at the acquisition
date is recognized as goodwill. Any excess
of the Company’s share in the net fair value
of the identifiable assets, liabilities and
contingent liabilities over the acquisition cost,
after its measurement at fair value, is
immediately recognized in net income.

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

2.6 Goodwill
Goodwill arises from the acquisition of
subsidiaries and associates and refers to the
excess of the sum of the consideration
transferred, the fair value of the acquirer’s
previously-held equity interest (if any) in
the acquiree over the interest acquired in the
net amount of the fair value at the date of
acquisition of the identifiable assets acquired
and liabilities assumed.

If, upon measurement at fair value, the
Company’s share in the fair value of net
identifiable assets of the acquired company
exceeds the amount of the consideration
transferred, the amount of any non-controlling
interest in such company and the fair value of
the acquirer’s previous equity interest in the
acquiree (if any), such excess is immediately

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recognized in the statement of comprehensive
income as a gain arising from a very profitable
acquisition.

Goodwill is not amortized, but tested for
impairment on an annual basis. For the
purposes of impairment testing, goodwill is
allocated to each of the Company’s cash-
generating units expected to render benefits
from the synergies of the respective business
combination. Those cash-generating units
to which goodwill is allocated are tested for
impairment on an annual basis, or more
frequently, when there is any indication of
impairment. If the recoverable value of the
cash-generating unit, i.e. the higher of the value
in use or the fair value net of selling expenses,
is lower than the value of the net assets
allocated to that unit, including goodwill, the
impairment loss is first allocated to reduce
the goodwill allocated to the unit and then to
the other assets of the unit, on a pro rata basis,
based on the valuation of each asset in the
unit. The impairment loss recognized against
the valuation of goodwill is not reversed under
any circumstance.

Exchange differences are charged to net income
as incurred.

In preparing the Company’s parent company
only financial statements, in order to measure,
under the equity method, the Company’s
interest in the entities which functional
currencies is different from the Argentine Peso,
the assets and liabilities of such companies
are translated to Argentine pesos at the exchange
rate prevailing at the end of the year, while
the net income is translated at the exchange rate
prevailing on the transaction date. Translation
differences are recognized in other
comprehensive income as “Variation in
Translation Differences of Foreign Operations”.

In case of a loss of control in the subsidiary, the
amount attributable to goodwill is included in
the calculation of the corresponding gain or loss.

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

As mentioned in Notes 11.1 and 11.2,
the recoverability of certain goodwill could
be affected by the final outcome of the
circumstances described in such note.

2.7 Revenue recognition
Management fees are recognized when such
services are rendered at the fair value of
the consideration received or to be received.

2.8 Foreign Currency and Functional Currency
The financial statements of each of the
Company’s subsidiaries or associates are prepared
in the currency of the primary economic
environment in which the entity operates (its
functional currency). For the purposes
of the Company’s parent company only financial
statements, the net income and the financial
position of each entity are stated in
Argentine Pesos (Argentina’s legal tender for all
companies domiciled in Argentina), which
is the Company’s functional currency.

2.9.1 Current and Deferred Income Tax for the year
Current and deferred taxes are recognized as
expense or income for the year, except when
they are related to entries debited or credited to
other comprehensive income or directly to
equity, in which cases taxes are also recognized
in other comprehensive income or directly
in equity, respectively. In the case of a business
combination, the tax effect is taken into
consideration in the calculation of goodwill or
in the determination of the excess of acquirer’s
interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent
liabilities over the cost of the business
combination.

2.9.2 Current Income Tax
Current tax payable is based on the taxable
income recorded during the year. Taxable
income and net income reported in the parent
company only statement of comprehensive
income differ due to revenue or expense items
that are taxable or deductible in other fiscal

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years and items that are never taxable or
deductible. The current tax liability is calculated
using the tax rate in effect as of the date of
these parent company only financial statements.

2.9.3 Deferred Income Tax
Deferred tax is recognized on temporary
differences between the book value of the assets
and liabilities included in these financial
statements and the corresponding tax basis
used to determine taxable income. Deferred tax
liabilities are generally recognized for all
temporary fiscal differences. Deferred tax assets
are recognized for all deductible temporary
differences to the extent that it is likely that
future taxable income will be available against
which those deductible temporary differences
can be charged. These assets and liabilities
are not recognized if the temporary differences
arise from goodwill or from the initial
recognition (other than in a business
combination) of other assets and liabilities in a
transaction that affects neither the taxable
income nor the accounting income.

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

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

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

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

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

The tax on assets balance has been capitalized
in the parent company only financial
statements, net of a valuation allowance, based
on the Company’s current business plans.

2.10 Property, Plant and Equipment and Intangible

Assets
Property, plant and equipment held for use in the
supply of services, or for administrative purposes,
are recorded at cost less accumulated depreciation
and any accumulated impairment loss.

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

The estimated useful life, residual value and
depreciation method are reviewed at each
year-end, with the effect of any changes in
estimates accounted for on a prospective basis.

Repair and maintenance expenses are expensed
as incurred.

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The residual value of an asset is written down
to its recoverable value, if the asset’s residual
value exceeds its estimated recoverable value
(see Note 2.11).

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

2.11 Impairment of Non-Financial Assets, Except

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

Assets with an indefinite useful life
(for example, non-financial assets unavailable
for use) are not amortized, but are tested for
impairment on an annual basis.

During this year, no impairment losses have
been recorded for these assets.

2.12 Financial Instruments

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

2.12.1.1 Classification of Financial Assets
Financial assets are classified within the
following specific categories: “financial assets at
fair value with changes in net income”,
“held-to-maturity investments” and “loans and
receivables”. The classification depends on
the nature and purpose of the financial assets
and is determined on initial recognition.

2.12.1.2 Recognition and Measurement of Financial

Assets

2.12.1.2.1 Financial Assets at Fair Value with

Changes in Net Income
Financial assets at fair value with changes in net
income are recorded at fair value, recognizing
any gain or loss arising from the measurement
in the parent company only statement of
comprehensive income. The net gain or loss
recognized in net income includes any gain or
loss generated by the financial asset and is
included in the item financial income and cost
in the parent company only statement of
comprehensive income.

The assets designated in this category are
classified as current assets if they are expected
to be traded within 12 months; otherwise,
they are classified as non-current assets.

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

2.12.1.2.2 Held-to-maturity Investments
Held-to-maturity investments are measured
at amortized cost using the effective interest rate
method less any impairment, if any.

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The effective interest rate method calculates
the amortized cost of a financial asset or
liability and the allocation of financial income
or cost over the whole corresponding period.
The effective interest rate is the rate that
exactly discounts estimated future cash
payments or receipts over the expected life of
the financial instrument to the net book value
of the financial asset or liability on its initial
recognition.

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

Loans and receivables are classified as current
assets, except for the maturities exceeding
12 months from the closing date.

Loans in foreign currency have been valued as
mentioned above, at the exchange rates prevailing
as of each year-end. Foreign exchange differences
were charged to net income for each year.

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

The objective evidence of impairment
may include, among others, significant financial
difficulties of the issuer or obligor; or
breach of contractual terms, such as default or
delinquency in interest or principal payments.

The Company tests for impairment financial
assets disclosed under Other Receivables
on a case by case basis.

Where there is objective evidence of an
impairment loss in the value of loans granted,
receivables or held-to-maturity investments
recorded at amortized cost, the loss amount is
measured as the difference between the book
value and the present value of estimated
future cash flows (without including future
non-incurred losses), discounted at the original
effective interest rate of the financial asset.
The asset’s book value is written down under a
contra asset account. The loss amount is
recognized in net income for the year.

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

2.12.1.4 Derecognition of Financial Assets
The Company derecognizes a financial asset
when the contractual rights to the cash flows
of such assets expire or when it transfers
the financial asset and, therefore, all the risks
and benefits inherent to the ownership of the
financial asset are transferred to another entity.
If the Company retains substantially all the
risks and benefits inherent to the ownership
of the transferred asset, it will continue to
recognize it and will recognize a liability for
the amounts received.

2.12.2 Financial Liabilities
Financial liabilities are valued at amortized cost
using the effective interest rate method.

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2.12.2.1 Debts
Debt is initially valued at fair value net of
the transaction costs incurred, and subsequently
valued at amortized cost using the effective
interest rate method. Any difference between
the initial value net of the transaction
costs and the settlement value is recognized in
the income statement over the term of the
loan using the effective interest rate method.
Interest expense has been charged to the parent
company only statement of comprehensive
income under “Financial Costs”.

2.12.2.2 Trade Payables and Other
Trade payables with fixed or determinable
payments not traded in an active market are
classified as “Trade Payables and Other”.
Trade Payables and Other are initially measured
at fair value, and subsequently measured at
amortized cost using the effective interest
rate method. Interest expense is recognized
using the effective interest rate method,
except for short-term balances for which the
recognition of interest is not significant.

Trade Payables and Other are classified as
current, except for the maturities exceeding
12 months from the closing date.

Trade payables in foreign currency have been
valued as mentioned above, at the exchange
rates prevailing as of each year end. Foreign

Cash and Banks

Short-Term Investments

Cash and Cash Equivalents

In the years ended December 31, 2014 and
2013, the following significant transactions were
carried out, which did not have an impact on
cash and cash equivalents:

exchange differences were charged to net
income for each year.

2.12.2.3 Derecognition of Financial Liabilities
An entity shall derecognize a financial liability
(or part of it) when, and only when, it
has been extinguished, i.e., when the obligation
specified in the corresponding agreement is
discharged, cancelled or expires.

2.13 Other Liabilities
The other liabilities have been valued at
nominal value.

2.14 Parent Company Only Statement of Cash Flows
For the purposes of preparing the parent
company only statement of cash flows, the
item “Cash and Cash Equivalents” includes cash
and bank balances, high liquidity short-term
investments (with original maturities shorter
than 90 days), and bank overdrafts payable on
demand, if any, are deducted to the extent they
are part of the Company’s cash management.

Bank overdrafts are classified as “Debt” in the
parent company only balance sheet.

Cash and cash equivalents at each year-end, as
disclosed in the parent company only statement
of cash flows, may be reconciled against the
items related to the parent company only
balance sheet as follows:

December 31, 2014

December 31, 2013

5,755,391

29,220,841

34,976,232

7,959,791

149,294,148

157,253,939

Dividends collected through debt settlement

31,600,000

110,748,330

December 31, 2014

December 31, 2013

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

2.16 Assets held for sale
Non-current assets (or disposal groups) are
classified as assets held for sale where their value
will be mostly recovered through their sale,
to the extent such sale is highly likely to occur.

Note 3

Accounting Estimates and Judgments
In applying the accounting policies described
in Note 2, the Company has to make
judgments and prepare accounting estimates of
the value of the assets and liabilities which
may not be otherwise obtained. The estimates
and related assumptions are based on historical
experience and other pertinent factors. Actual
results may differ from these estimates.

The underlying estimates and assumptions
are continually reviewed. The effects of the
reviews of accounting estimates are recognized
for the year in which estimates are reviewed.

These estimates basically refer to:

During this year, no impairment losses have
been recorded for goodwill.

Recognition and Measurement of Deferred
Tax Items
As disclosed in Note 2.9, deferred tax assets are
only recognized for temporary differences
to the extent that it is likely that the entity will
have enough future taxable income against
which the deferred tax assets can be used. Tax
loss carryforwards from prior years are only
recognized when it is likely that the entity will
have enough future taxable income against
which they can be used.

Determination of the Useful Lives of Property,
Plant and Equipment
The Company reviews the reasonableness of
the estimated useful life of property, plant and
equipment at each year-end.

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

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

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Note 4

Breakdown of the Main Items of the Parent Company only Balance Sheet

4.1 Property, Plant and Equipment

Balance at

Historical value

Balances as of

December 31,

Main Account

the Beginning

Additions

Retirements

2014

Furniture and Fixtures

Audio and Video Equipment

Telecommunication Equipment

Computer Equipment

Total as of December 31, 2014

443,518

122,179

193,123

5,532,765

6,291,585

24,968

898,725

923,693

443,518

122,179

218,091

6,431,490

7,215,278

Useful Life

Balance

at the

Depreciation

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2014

Furniture and Fixtures

Audio and Video Equipment

Telecommunication

Equipment

Computer Equipment

Total as of

December 31, 2014

229,073

105,978

105,160

4,681,163

5,121,374

41,235

8,714

270,308

114,692

173,210

7,487

32,734

589,265

137,894

5,270,428

80,197

1,161,062

671,948

5,793,322

1,421,956

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Balance at

Historical value

Balances as of

December 31,

Main Account

the Beginning

Additions

Retirements

2013

Furniture and Fixtures

Audio and Video Equipment

Telecommunication Equipment

Computer Equipment

Total as of December 31, 2013

436,420

122,179

151,697

5,061,616

5,771,912

7,098

41,426

471,149

519,673

443,518

122,179

193,123

5,532,765

6,291,585

Useful Life

Balance

at the

Depreciation

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2013

Furniture and Fixtures

Audio and Video Equipment

Telecommunication

Equipment

Computer Equipment

Total as of

December 31, 2013

187,700

96,161

79,232

4,174,372

4,537,465

41,373

9,817

229,073

105,978

25,928

506,791

105,160

4,681,163

214,445

16,201

87,963

851,602

583,909

5,121,374

1,170,211

220

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4.2 Intangible Assets

Balance at

Historical value

Balances as of

December 31,

Main Account

Software

Total as of December 31, 2014

the Beginning

Additions

Retirements

2014

353,492

52,976

406,468

Amortization

Period

Balance

at the

Amortization

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2014

Software

Total as of

December 31, 2014

96,631

112,235

208,866

197,602

112,235

208,866

197,602

Balance at

Historical value

Balances as of

December 31,

Main Account

Software

Total as of December 31, 2013

the Beginning

Additions

Retirements

2013

173,632

179,860

353,492

Amortization

Period

Balance

at the

Amortization

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2013

Software

Total as of

December 31, 2013

33,376

63,255

96,631

256,861

63,255

96,631

256,861

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4.3 Investment in Unconsolidated Affiliates

Class

Nominal Value

Quantity

Value recorded

as of

December 31,
2014 (1)

Non-Current Investments
SHOSA (3)
- Goodwill
Vistone (3)
VLG (3)
- Goodwill
CVB (3)
CLC (3)
Pem S.A.

AGEA

AGR

CIMECO

- Goodwill

CMI

ARTEAR
IESA (4)
Radio Mitre

GC Services

GCGC

CMD

GC Minor

Total

Common

Ps. 1.00

123,341,081

1,367,165,063

Ps. 1.00

322,528,386

1,289,942,653

495,735,087

Ps. 1.00

63,298,286

19,188,422

366,199,126

1,254,128

37,412,958

53,186,347

52,812,454

51,755,121

15,605,979

63,595,147

3,478,808

268,951,367

100,503,301

295,897,131

80,864,561

739,781,268

2,931,914

41,598,029

58,837,707

262,999

383,794,121

55,150,490

19,348,196

21,594,262

47,520,493

24,617,491

5,294,496,135

119,904,077

Other Non-Current Liabilities

GCSA Investments

Total

(1) In certain cases, the equity value does not correspond to the related
shareholders’ equity due to: (i) the adjustment of the equity value to
the Company’s accounting policies, as required by professional accounting
standards, (ii) the elimination of goodwill generated by transactions
between companies under the Company’s common control, (iii) the
existence of irrevocable contributions, and (iv) adjustments to fair market
value of net assets for acquisitions made by the Company.
(2) Interest in votes amounts to 98.8%.
(3) Companies through which an interest is held in Cablevisión S.A.
(4) See Note 4.12

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Value recorded

as of

December 31,

Information about the issuer - Latest financial statements

2013 (1) Main business activity

Date

Capital Stock

Net Income

Equity

Interest (%)

1,098,425,497

Investing and financing

Dec. 31, 2014

127,153,997

389,264,688

1,816,494,706

495,735,087

1,092,332,346

Investing and financing

204,555,629

Investing and financing

100,503,301

248,988,172

Investing and financing

65,534,396

Investing and financing

Investing

588,820,369

Publishing and Printing

1,361,825

Printing

40,392,629

Investing and financing

58,837,707

222,684

Advertising

379,724,086

Broadcasting Services

147,693,817

Investing and financing

36,383,803

Broadcasting Services

14,845,174

Investing and financing

9,173,206

Services

25,370,467

Investing and services

7,228,332

Investing and financing

4,616,128,529

Dec. 31, 2014

339,365,203

2,576,763,258

266,826,031

617,349,329

1,287,203,710

3,187,786,990

Dec. 31, 2014

66,628,353

19,189,422

13,558,511

366,199,151

138,865,295

180,479,453

12,000

54,859,553

55,012,857

53,613,136

19,075,942

16,006,285

74,295,301

3,637,879

64,990,388

15,355,162

13,841,975

(217,980,053)

(63,102,161)

22,064,496

4,936,404

256,812,059

34,392,518

19,976,620

4,503,022

(1,911,755)

(2,539,502)

2,976,780

293,779,901

76,864,347

46,002,083

773,603,137

122,560,196

336,769,057

32,203,925

428,701,622

209,697,711

58,912,883

19,348,196

21,781,751

108,034,789

29,120,216

97.0%

95.0%

11%

95.0%

99.9%

0.00001%

99.9%

0.9%

20.7%

0.8%
(2) 97.0%
96%

96.5%

100%

97.5%

85.6%

95.6%

65,188,295

Investing and financing

Dec. 31, 2014

306

(55,095,735)

(126,764,659)

100%

65,188,295

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Equity in Earnings from Affiliates and Subsidiaries

December 31, 2014

December 31, 2013

SHOSA

Vistone

VLG

CVB

CLC

AGEA

CIMECO

GCSA Investments

ARTEAR

Radio Mitre

GCGC

CMD

GC Services

Other

4.4 Other Receivables

Non-Current

Guarantee Deposits

Tax on assets

Valuation Allowance for Tax on Assets

Current

Related Parties (Note 8)

Tax Credits

Advances

Dividend Receivable (Note 8)

Other

4.5 Other Investments

Financial Instruments
Money Market

Mutual Funds

4.6 Cash and Banks

Cash and Imprest Funds

Cash at Banks

359,778,823

254,053,806

65,091,555

61,764,281

14,804,885

(218,749,418)

4,314,864

(54,715,782)

191,441,816

18,766,687

(1,863,944)

(2,852,683)

4,503,022

2,687,672

699,025,584

200,748,393

146,255,081

36,949,104

35,310,149

8,215,809

(95,582,561)

8,802,719

(36,563,508)

141,662,007

264,436

1,142,933

1,625,485

3,662,481

1,785,181

454,277,709

December 31, 2014

December 31, 2013

30,000

31,303,410

(31,303,410)

30,000

114,541,873

4,175,721

1,082,527

11,311

140,939

119,952,371

30,000

28,860,490

(28,860,490)

30,000

66,619,406

599,092

1,842,906

11,311

31,744

69,104,459

December 31, 2014

December 31, 2013

31,382,473
20,090,769

9,130,072

60,603,314

6,774,979
129,949,690

12,569,479

149,294,148

December 31, 2014

December 31, 2013

282,380

5,473,011

5,755,391

145,927

7,813,864

7,959,791

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4.7 Debt

Current

Related Parties (Note 8)

The following table details the changes in loans and
indebtedness for the years ended December 31, 2014
and 2013:

Balances as of January 1st

New Loans and Indebtedness

Accrued Interest

Exchange Differences

Settlement of principal and interest

Balances as of December 31

4.8 Taxes Payable

Current

Taxes Payable on a National Level

Taxes Payable on a Provincial Level

4.9 Trade Payables and Other

Current

Suppliers and Trade Provisions

Related Parties (Note 8)

Employer’s Contributions

December 31, 2014

December 31, 2013

231,387

691,884

2014

2013

691,884

30,815,000

785,000

(32,060,497)

231,387

62,084,479

45,400,000

4,166,484

(110,959,079)

691,884

December 31, 2014

December 31, 2013

3,614,046

4,937,019

282,338

5,219,357

December 31, 2014

December 31, 2013

8,301,127

1,767,399

23,422,112

33,490,638

4,010,690

1,037,397

32,046,137

37,094,224

4.10 Assets and Liabilities in Foreign Currency

December 31, 2014

December 31, 2013

Type and

Amount of

Foreign

Prevailing

Currency

Exchange Rate

Amount in

Local

Currency

Type and

Amount of

Foreign

Currency

USD

395

USD 6,090,787

USD

79,743

8.451

3,338

51,473,242

USD 20,167,320

USD

61,169

673,882
52,150,462

52,150,462

Items

Assets

Current Assets

Other Receivables

Other Investments

Cash and Banks
Total Current Assets

Total Assets

USD - US Dollars

Amount in

Local

Currency

130,684,231

396,376
131,080,607

131,080,607

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4.11 Changes in Allowances

Balance at

Balances as of

December 31,

Items

the Beginning

Increases

Decreases

2014

2013

Deducted from Assets

Valuation Allowance for

Net Deferred Tax Assets

27,423,695

(1) (27,096,200)

327,495

27,423,695

Valuation Allowance for

Tax on Assets

Allowance for

Goodwill Impairment

Total

28,860,490

(1) 3,146,751

(703,831)

31,303,410

28,860,490

28,432,495

84,716,680

3,146,751

(27,800,031)

28,432,495

60,063,400

28,432,495

84,716,680

(1) Charged to Income Tax and Tax on Assets

4.12 Assets held-for-sale and discontinued

operations
Based on the situations described in Note 11.1
to the parent company only financial statements
as of December 31, 2014, the Company’s
investment in IESA for Ps. 152.4 million has
been classified as Assets held for sale as of such
date, as required by IFRS.

In addition, the income generated by that
investment has been classified as Net Income
from Discontinued Operations in the Parent
Company Only Comprehensive Statement of
Income as of December 31, 2014 and 2013.

Note 5

Breakdown of the Main Items of the Parent Company only Statement of Comprehensive Income

5.1 Information Required under Section 64, Subsection b) of Law No. 19,550

Item

Salaries, Social Security and Benefits to Personnel (1)
Supervisory Committee’s fees
Fees for services (2)
Taxes, Duties and Contributions

Other personnel expenses

General expenses
IT expenses

Maintenance Expenses

Communication expenses

Advertising expenses

Travel Expenses

Stationery and Office Supplies

Depreciation of Property, Plant and Equipment

Amortization of Intangible Assets

Other expenses

Total

(1) Includes fees for technical and administrative
services to Directors in the amount of Ps. 22,087,911
as of December 31, 2014. Additionally, they include
the effect of the long-term savings plan for employees
mentioned in Note 13.

Administrative Expenses

December 31, 2014

December 31, 2013

78,926,025

900,000

49,371,237

6,225,974

1,475,382

148,910
1,676,817

1,827,543

1,117,303

1,040,997

4,627,116

104,542

671,948

112,235

4,118,012

152,344,041

78,155,036

760,000

29,093,027

5,631,617

1,151,324

93,022
538,123

1,145,100

679,605

625,425

2,836,292

161,027

583,909

63,255

3,556,893

125,073,655

(2) Includes Directors’ fees for they year 2014 in the
amount Ps. 7,306,854.

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5.2 Financial Costs

Exchange Differences

Interest

5.3 Other Financial Results, net

Exchange Differences and Other Financial Results

Results from transactions with securities and bonds

Interest

Other Taxes and Expenses

Note 6

Income tax
The following table shows the breakdown of net
deferred tax assets (amounts stated in thousands
of Argentine Pesos):

Assets

Tax Loss Carryforwards

Other Investments

Employer’s Contributions

Other

Subtotal

Valuation Allowance for Deferred Tax Assets

Net Deferred Tax Assets

December 31, 2014

December 31, 2013

(785,000)

(4,166,484)

December 31, 2014

December 31, 2013

8,991,008

105,168,208

2,834,839

(5,967,445)

111,026,610

15,656,080

1,843,506

(2,114,994)

15,384,592

December 31, 2014

December 31, 2013

327

24,431

6,088

30,855

(327)

30,528

27,424

7,280

4,785

39,497

(27,424)

12,073

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December 31, 2014

December 31, 2013

(276,078)

(150,878)

255,914
(6,525)
18,048
(8,641)

27,096
18,455

18,455
18,455

(3,146)
15,309

158,997
(5,574)
1,696
4,241

(3,331)
910

910
910

(3,545)
(2,635)

The following table shows the reconciliation
between the income tax and tax on assets
charged to net income for the years ended
December 31, 2014 and 2013 and the income
tax liability that would result from applying
the current tax rate on income before income
tax and tax on assets and the income tax
liability assessed for each year (amounts stated
in thousands of Argentine Pesos):

Income Tax Assessed at the Current Tax Rate (35%)
on Income before Income Tax
Permanent Differences:
Gain/Loss on Investments in Subsidiaries
Non-Taxable Income
Other
Subtotal

Valuation Allowance for Net Deferred Tax Assets
Charged to Income
Income Tax

Deferred Taxes for the Year
Income Tax

Tax on assets
Total

As of December 31, 2014, the Company’s
accumulated tax loss carryforwards amounted
to approximately Ps. 1.1 million, which
calculated at the current tax rate, represent
deferred tax assets in the amount of
approximately Ps. 0.3 million. The following
table shows the expiration date of the
accumulated tax loss carryforwards pursuant
to statutes of limitations (amounts stated
in thousands of Argentine Pesos):

Expiration year

2019

Tax Loss

Carryforwards

1,078

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Note 7
Reserves, Retained Earnings and Dividens

Balances at the beginning of the year:

Legal Reserve

Accumulated Results

Other Reserves

Optional Reserves

Total

Net Income Attributable to the Parent Company

Dividend Distribution

Changes in Reserves for Acquisition of Investments

Balance at the end of the year

a. Grupo Clarín
The Company’s bylaws set forth that retained
earnings shall be appropriated as follows:
(i) 5% to the Company’s legal reserve until such
reserve equals 20% of the Company’s capital
stock; and (ii) the balance, in whole or in part,
to the payment of the fees of the members
of the Board of Directors and the Supervisory
Committee, to dividends on common shares,
or reserve accounts, or as otherwise determined
by the Shareholders, among other situations.

On April 25, 2013, at the Annual Ordinary
Shareholders’ Meeting of Grupo Clarín,
the shareholders decided, among other things,
to appropriate the net income for the fiscal
year 2012, which amounted to Ps. 482,310,720,
as follows: (i) Ps. 24,057,630 to the legal
reserve, (ii) Ps. 1,158,122 to absorb
accumulated deficit and (iii) Ps. 457,094,968
to an optional reserve to provide financial
aid to subsidiaries and in connection with the
Audiovisual Communication Services Law.

On April 29, 2014, at the Annual Ordinary
Shareholders’ Meeting of Grupo Clarín,
the shareholders decided, among other issues,
to appropriate the net income for the fiscal
year 2013, which amounted to Ps. 479,831,556,
as follows: (i) Ps. 240,000,000 to the
distribution of cash dividends, (ii) Ps. 6,750,470
to the legal reserve, and (iii) Ps. 233,081,086 to
an optional reserve to provide financial aid to
subsidiaries and in connection with the

December 31, 2014

December 31, 2013

112,710,297

479,831,556

5,207,274

1,838,495,623

2,436,244,750

804,101,687

(240,000,000)

(5,416,960)

2,994,929,477

88,652,667

481,152,598

5,207,274

1,381,400,655

1,956,413,194

479,831,556

2,436,244,750

Audiovisual Communication Services Law. As
of December 31, 2014, the Company paid
all of the distributed dividends.

b. Cablevisión
On April 28, 2014, at the Annual General
Ordinary and Extraordinary Shareholders’
Meeting of Cablevisión, its shareholders decided
to distribute cash dividends in the amount
of Ps. 394 million payable in three installments.
The first installment of Ps. 80 million was
to be paid in pesos on May 28, 2014 or on an
earlier date as determined by Cablevisión’s
Board of Directors, the second and third
installments of Ps. 157 million each were also
to be paid in pesos on December 31, 2014
or on an earlier date as determined by
Cablevisión’s Board of Directors. Of that
amount, approximately Ps. 158 million
corresponds to the non-controlling interest in
that company. As of the date of these financial
statements, Cablevisión paid Ps. 393.9 million
of distributed dividends, a portion of which
was settled in US dollars.

c. Other companies
On September 5, 2014 certain subsidiaries of
the Company, through which it holds an equity
interest in Cablevisión, decided to distribute
advanced dividends for an approximate total of
Ps. 184 million, out of which approximately
Ps. 177 million belong to the Company from
its equity interest in those subsidiaries.

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Note 8

Balances and Transactions with Related Parties
The following table shows the breakdown of
the Company’s balances with its related parties:

Company

Item

December 31, 2014

December 31, 2013

Subsidiaries

SHOSA

CLC

AGEA

Other Receivables

Debt

Dividends Receivable

Other Receivables

Trade Payables and Other

ARTEAR

Other Receivables

IESA

Radio Mitre

GCGC

Trade Payables and Other

Other Receivables

Trade Payables and Other

GC Services

Other Receivables

Indirectly controlled

Cablevisión

PRIMA

AGR

UNIR

Impripost

Ferias y

Trade Payables and Other

Other Receivables

Trade Payables and Other

Other Receivables

Exposiciones S.A.

Auto Sports

Other Receivables

TRISA

CIMECO

Cúspide

Trade Payables and Other

Other Receivables

Trade Payables and Other

2,432

(231,387)

11,311

83,813,483

(372,005)

181,835

(201,838)

(29,975)

11,587,534

428,440

(6,570)

3,338

(3,379)

(487,516)

17,424,000

(1,683)

1,158

1,087,874

128

(664,433)

11,651

(691,884)

11,311

54,372,094

(44,167)

2,698,374

(193,158)

(29,975)

3,903,756

428,440

(27,622)

(33,758)

(498,681)

4,356,000

(2,425)

1,158

835,875

128

23,291

(205,238)

290

(2,373)

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The following table details the transactions carried
out by the Company with related parties for
the years ended December 31, 2014 and 2013:

Company

Item

December 31, 2014

December 31, 2013

Subsidiaries

AGEA

ARTEAR

Vistone

CLC

SHOSA

CVB

Radio Mitre

GCGC

Management fees

Advertising

Management fees

Interest Expense

Interest Income

Interest Expense

Management fees

Interest Income

Services

Interest Income

Indirectly controlled

Cablevisión

Management fees

PRIMA

AGR

Impripost

Auto Sports

Cúspide

Services

Management fees

Services

Management fees

Other Expenses

The fees paid to the Board of Directors and
the Upper Management of the Company for the
years ended December 31, 2014 and 2013
amounted to approximately Ps. 55 and Ps. 50
million, respectively.

24,000,000

(273,485)

33,600,000

7,134

960,000

1,292,543

(8,307,999)

40,800,000

(90,160)

(561,051)

14,400,000

(10,571)

2,400,000

36,000,000

(13,438)

25,200,000

(1,468,675)

(217,865)

(2,099,630)

(380,314)

240,000

535,801

(6,643,439)

343,562

31,200,000

(64,184)

(387,723)

10,800,000

(5,025)

1,800,000

253,573

(1,961)

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Note 9

Terms and Interest Rates of Investments, Receivables and Liabilities

December 31, 2014

Other Investments
Without any established term (1)
Due
Within three months (4)

Receivables
Without any established term (2)
Due
Within three months (5)

Liabilities (2) (3)
Without any established term

Due

Within three months

More than three months and up to six months

Debts (2)
Without any established term

(1) Bearing interest at floating rate.
(2) Non-interest bearing.
(3) Do not include equity interests in the amount
of Ps. 119.9 million (see Note 4.3).
(4) Bearing interest at fixed rate.
(5) Includes Ps. 8 million which bears interest at a
fixed rate, the remaining balance does not bear
any interest.

29,220,841

31,382,473

60,603,314

106,684,537

13,297,834

119,982,371

2,763,747

33,706,984

25,735,349

62,206,080

231,387

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Note 10

Provisions and Other Contingencies

10.1 Regulatory Framework
a. SCI Resolution No. 50/10 approved certain
rules for the sale of pay television services. These
rules provide that cable television operators
must apply a formula to estimate their monthly
subscription prices. The price arising from the
application of the formula was to be informed
to the Office of Business Loyalty (Dirección
de Lealtad Comercial) between March 8 and
March 22, 2010. Cable television operators must
adjust such amount semi-annually and inform
the result of such adjustment to said Office.

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

Even though Cablevisión, like other companies
in the industry, has strong constitutional
arguments to support its position, it cannot be
assured that the final outcome of this issue will
be favorable. Therefore, Cablevisión and/or some
of its subsidiaries may be forced to modify the
price of their pay television subscription, a
situation that could significantly affect the
revenues of their core business. This creates a
general framework of uncertainty over
the businesses of Cablevisión and/or some of
its subsidiaries that could significantly affect the
recoverability of its relevant assets and Grupo
Clarín S.A.’s assets related to its investment
in Cablevisión. Notwithstanding the foregoing,
as of the date of these financial statements,
in accordance with the decision rendered on
August 1, 2011 in re "LA CAPITAL CABLE
S.A. v/ Ministry of Economy-Secretary of
Domestic Trade", the Federal Court of Appeals
of the City of Mar del Plata has ordered
the SCI to suspend the application of Resolution
No. 50/10 with respect to all cable television

licensees represented by the Argentine Cable
Television Association ("ATVC", for its Spanish
acronym). Upon being served on the SCI and
the Ministry of Economy on September 12,
2011, such decision became fully effective and
may not be disregarded by the SCI.

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

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

The claim filed by Cablevisión seeking
the nullification of Resolution No. 50/2010
is currently pending before the Federal
Administrative Court of First Instance No. 7
of the City of Buenos Aires.

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

On January 13, 2012, the Secretariat of
Domestic Trade issued Resolution No. 2/2012
granting Cablevisión 24 hours to resume service
to those subscribers who had duly paid their
subscription fee in the amount established
by the National Government. In its sixth section,
the Resolution provides that if the company
does not comply with its obligations thereunder,
penalties may be imposed as provided by
Law 20,680. On February 10, 2012, Cablevisión
received a fine of Ps. 1 million for alleged
non-compliance with such Resolution. Such
fine has been appealed but no decision has been
rendered on the matter yet.

On April 23, 2013, Cablevisión was served
notice of a decision rendered in re “Ombudsman
of Buenos Aires v. Cablevisión S.A. on
Complaint for the protection of constitutional
rights Law 16,986 (Motion for Preliminary
Injunction)” pending before Federal Court
No. 2, Civil Clerk’s Office No. 4 of the City of
La Plata in connection with the price of cable
television subscriptions, whereby the court
imposed a cumulative daily fine of Ps. 100,000
per day on Cablevisión.

Cablevisión appealed the fine on the grounds
that Resolution No. 50/10 issued by
Mr. Moreno, as well as its extensions and/or
amendments were suspended, as mentioned

above, by an injunction with respect to
Cablevisión and its branches and subsidiaries
prior to the imposition of the fine; pursuant
to the collective injunction issued by the
Federal Court of the City of Mar del Plata on
August 1, 2011 in re “La Capital Cable and
Others v. National Government and Others on
Preliminary Injunction”. That injunction
suspended the application of all the criteria set
by the Secretary of Domestic Trade under
Mr. Guillermo Moreno.

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

On June 11, 2013, Cablevisión was served
notice of a resolution rendered in the
abovementioned case; whereby the court
ordered the appointment of an expert overseer
(perito interventor) specialized in economic
sciences to: (i) verify whether or not the invoices
corresponding to the basic cable television
subscription issued by the Company to
subscribers domiciled in the Province of Buenos
Aires, are actually prepared at the headquarters
located at Gral. Hornos 690, and/or at the
Company’s branch offices, precisely detailing
that process, (ii) identify the individuals
responsible for that area, (iii) determine whether
or not the administrative actions tending
towards the effective compliance with the
injunction issued on that case are underway, and
(iv) identify the senior staff of the Company that
must order the invoice issuance area to prepare
the invoices as decided under that injunction.

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

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jurisdiction to enforce the injunction ordered
by the Federal Judge of La Plata. Cablevisión
has appealed the decision in connection
with the lack of jurisdiction in due time
and form. Chamber No. 1 of the National
Court of Appeals on Federal Civil and
Commercial Matters confirmed the appealed
decision. Accordingly, Cablevisión will file an
extraordinary appeal in due time and form
to have the case decided by the Supreme Court
of Argentina.

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

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

On September 23, 2014, the Supreme Court of
Argentina rendered a decision in re "Application
for judicial review brought by the defendant in
the case Municipality of Berazategui v.
Cablevisión S.A. on claim for the protection
of constitutional rights (acción de amparo)"
and ordered that the cases related to these
resolutions continue under the jurisdiction of
the Federal Court of Mar del Plata that had
issued the decision on the collective action in
favor of ATVC.

Decisions made on the basis of these parent
company only financial statements should
consider the eventual impact that the

above-mentioned resolutions might have on
Cablevisión and its subsidiaries, and the
Company’s parent company only financial
statements should be read in light of such
uncertainty.

b. On August 19, 2010 the Media Secretariat
issued Resolution No. 100/2010, whereby
it revoked the license that had been granted to
Fibertel. Cablevisión believes that this resolution
is an absolutely null and void administrative act.
Its language contradicts express provisions of
the National Constitution, of Law No. 19,550
(Argentine Business Associations Law), Decrees
Nos. 1,185/90 and 764/00 and Law No. 19,549
of Administrative Procedures, among others.
The Resolution disregards the several filings
made by Cablevisión with the Media Secretariat
requesting such agency to issue an administrative
act evidencing that Cablevisión, pursuant to
section 82 of the Argentine Business Associations
Law, is the successor of Fibertel and, therefore,
the holder of the exclusive telecommunication
service license and of the registrations that
had been previously granted to Fibertel. More
than eight years after that request, in spite of the
existence of a draft of a favorable decision in
the case file, with a completely arbitrary attitude
that contradicts other precedents of the same
agency and without prior notice that would
have allowed Cablevisión to exercise its defense
right, the SECOM ordered that the license
be revoked and that the users migrate within 90
days of the resolution’s notification. On August
26, 2010 Cablevisión filed an appeal requesting
the reversal of the resolutions, and if such
appeal is rejected, a subsidiary appeal against
that Resolution before the highest administrative
authority. The appeal was dismissed pursuant
to SECOM Resolution No. 132/2010 dated
October 7, 2010. However, since Cablevisión
had filed a subsidiary appeal to have the case
heard by the highest administrative authority, the
file was submitted to the Ministry of Federal
Planning, Public Investment and Utilities. As
of the date of these financial statements, this
appeal is pending resolution.

On February 24, 2011, Chamber No. 3 of
the Federal Court of Appeals on Civil
and Commercial Matters of the City of Buenos
Aires, in re “ANTITRUST ASSOCIATION
V. NATIONAL GOVERNMENT MEDIA
SECRETARIAT ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” confirmed the decision rendered in

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the first instance, stating that the National
Government, Media Secretariat, shall refrain
from disrupting or limiting in any way the
Internet access services offered by Cablevisión.
It also partially amended the above decision
by broadening its effects, ordering the National
Government to refrain from enforcing
Resolution No. 100/10, thus allowing new
customers to subscribe to the Internet access
services offered by Cablevisión.

On December 16, 2011, Federal Civil and
Commercial Court No. 3, Clerk’s Office No. 5
issued a related injunction in re “CABLEVISION
S.A. v. NATIONAL GOVERNMENT ON
COMPLAINT FOR THE PROTECTION OF
CONSTITUTIONAL RIGHTS”, ordering the
suspension of the effects of SECOM Resolution
No. 100/10 and also guaranteeing new subscribers
the possibility to subscribe to the Internet Access
service offered by Cablevisión.

On December 20, 2011, at the request of
Cablevisión, a new preliminary injunction was
issued in re “CABLEVISION S.A. v. National
Government – Argentine Secretariat of
Communications on COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS”. On the basis of the above-mentioned
precedent, and on the existing connection
between the subject matters of both cases, as
alleged by Cablevisión, the injunction ordered
the suspension of the effects of SECOM
Resolution No. 100/10. The National
Government filed an appeal with Chamber No. 3
of the National Court of Appeals on Federal
Civil and Commercial Matters. Subsequently, on
October 23, 2014, the preliminary injunction
was ratified by the National Court of Appeals.

Due to the imminent possibility that the
application of Law No. 26,522 will affect the
assets used to provide Internet access services,
within the framework of this same file
Cablevisión requested the extension of the scope
of the effective injunction, which was granted
on December 6, 2012. Such extension entailed
notifying AFSCA of the injunction that prevents
it from affecting in any way the Internet access
services offered by Cablevisión. That decision
was subsequently revoked by Chamber No. 3 of
the National Court of Appeals on Federal Civil
and Commercial Matters.

Based on the decisions rendered by Chamber
No. 3 on the above-mentioned preliminary

injunctions, Cablevisión is authorized to
continue to render the telecommunication
services granted to Fibertel.

Cablevisión will resort to all available
administrative and judicial remedies in order to
have SECOM Resolution No. 100/2010
declared null and void. Even though Cablevisión
has strong grounds that support its position,
it cannot be assured that the final outcome of
this issue will be favorable.

On September 10, 2010, the National
Administration of Domestic Trade notified
Cablevisión that a Ps. 5 million fine had been
imposed for promoting the Fibertel service
without being the holder of the license (Section
7 of Law No. 24,240), for the impossibility
of honoring the promotion offered to
undetermined potential consumers (Section 7
of Law No. 24,240), for providing wrong
information to the customers (Section 4
of Law No. 24,240), and for the impossibility
of honoring promotions because Cablevisión
was not the holder of the Fibertel license
(Section 19 of Law No. 24,240). Cablevisión
appealed such decision in due course, since
it believes it has sufficient arguments in its favor.
The file was assigned No. 1,276 and is
pending before Chamber No. 2 of the Court
of Appeals on Administrative Matters.

On April 17, 2012 the appeal was partially
granted, reducing the fine to Ps. 380,000.
Notwithstanding the foregoing, Cablevisión filed
an appeal with the Supreme Court of Argentina
in due time and form against such decision. On
July 12, 2012, Chamber No. 2 of the National
Court of Appeals on Federal Administrative
Matters decided to dismiss the appeals filed by
both parties.

Since the appeal does not have staying effects,
on October 18, 2012 the National
Administration of Domestic Trade ordered
Cablevisión to pay within ten (10) business
days the fine reduced by Chamber No. 2.
On October 29, 2012 Cablevisión settled the
fine in the amount of Ps. 380,000 and
compliance was recorded in the file.

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c. Pursuant to the Antitrust Law and to
Broadcasting Law No. 22,285, the transactions
carried out on September 26, 2006 that
resulted in an increase in the indirect interest
the Company held in Cablevisión to 60%,
Cablevisión’s acquisition of 98.5% of Multicanal
and 100% of Holding Teledigital, and
Multicanal’s acquisition of PRIMA (from
PRIMA Internacional (now CMD)), required
the authorization of the CNDC (validated
by the SCI), and the COMFER. On October 4,
2006, the Company, Vistone, Fintech, VLG
and Cablevisión, as purchasers, and AMI CV
Holdings LLC, AMI Cable Holdings Ltd. and
HMTF-LA Teledigital Cable Partners LP, as
sellers, filed for the approval of the acquisition.
After several requests for information, the SCI
issued Resolution No. 257/07, with a prior
opinion of the CNDC in favor of the approval
of the above-mentioned transactions and after
consulting the COMFER and the SECOM,
which did not raise any objections. The
Company was served notice in this respect on
December 7, 2007. Such Resolution was
appealed by five entities. As of the date of these
financial statements, the CNDC has dismissed
the five appeals filed against the above-
mentioned resolution. Four of the entities filed
direct appeals before the judicial branch.
Three of those appeals were dismissed and one
is still pending resolution.

Cablevisión believes that if the CNDC acts
as it did in the case of the three dismissed direct
appeals, the fourth appeal is unlikely to be
admitted.

On June 11, 2008, Cablevisión was served
with a decision of the National Court of Appeals
on Federal Civil and Commercial Matters
revoking a decision rendered by the CNDC on
September 13, 2007, whereby such agency had
dismissed a claim filed by Gigacable S.A. prior to
the December 7, 2007 decision referred to
above. The Court of Appeals revoked CNDC’s
decision only with respect to matters
relating to the conduct of Cablevisión and
Multicanal prior to CNDC’s authorization of
the transactions on December 7, 2007, and
ordered an investigation to determine whether
a fine should be imposed on Cablevisión
and Multicanal due to such conduct. As of
the date of these financial statements,
Cablevisión has filed its response, which is
pending analysis by such agency.

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

On September 3, 2009, the COMFER issued
Resolution No. 577/09 whereby it withheld
approval of Cablevisión’s merger with
Multicanal S.A.

On September 8, 2009, Multicanal was served
with CNDC Resolution No. 106/09, dated
September 4, 2009, whereby the CNDC ordered
an audit to articulate and harmonize the several
aspects of Resolution No. 577/09 issued by the
COMFER with Resolution No. 257/07 issued
by the Secretariat of Domestic Trade. Resolution
No. 106/09 also sets forth that the notifying
companies shall not, from the enactment thereof
and until the end of the audit and / or resolution
of the CNDC, be able to remove or replace
physical or legal assets.

On October 23, 2009, the court decision that
had suspended the effects of COMFER
Resolution No. 577/09 and CNDC Resolution
No. 106/09 was revoked by Chamber No. 3 of
the National Court of Appeals on Federal
Administrative Matters, in re “Multicanal and
Other v. Conadeco- Decree 527/05 and other on

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Proceeding leading to a declaratory judgment”.
Therefore, the calculation of the suspended
terms was automatically resumed. On that basis,
on December 1, 2009, Cablevisión ratified
the filing it had made with the COMFER at
the time of the merger, and specified the licenses
to which it had decided to maintain title.
On December 16, 2009, the Chamber No. 3
of the National Court of Appeals on Federal
Administrative Matters, in re "Multicanal and
other v. CONADECO Decree 527/05 and
other on Proceeding leading to a declaratory
judgment" File No. 14,024/08, granted
the extraordinary appeal filed by Multicanal and
Grupo Clarín against the decision rendered by
that same court on October 23, 2009. With the
granting of that appeal, Cablevisión’s preliminary
injunction regained full force and effect.
Accordingly, on January 8, 2010 Cablevisión
notified such circumstance to the COMFER.

Subsequently, on March 9, 2011, the Supreme
Court of Argentina in re “MULTICANAL
and Other v./ CONADECO - Decree 527/05
and other on/Proceeding leading to a declaratory
judgment”, granted the appeal by right and
the extraordinary appeal filed by the National
Government and revoked the decision rendered
by Chamber No. 3 of the National Court of
Appeals on Federal Administrative Matters,
which had confirmed the preliminary injunction
requested by Cablevisión in the first instance.
Notwithstanding the foregoing, Cablevisión
believes that this matter does not have a material
impact on the merits of the case.

Notwithstanding the required filings made by
Cablevisión and its shareholders to prove
that they were complying with the commitment
agreed with the CNDC on December 7, 2007
(date on which the SCI granted authorization),
on September 23, 2009, the SCI issued
Resolution No. 641, whereby it ordered the
CNDC to verify compliance with the parties’
proposed commitment by visiting the
parties’ premises, requesting reports, reviewing
documents and information and carrying
out hearings, among other things.

On December 11, 2009, Cablevisión notified
the CNDC of the completion and
corresponding verification of the fulfillment of
the voluntary undertakings made by Cablevisión
at the time of the enactment of SCI Resolution
No. 257/07. On December 15, 2009, Chamber
No. 2 of the National Court of Appeals on

Federal Civil and Commercial Matters issued a
preliminary injunction in re “Grupo Clarín S.A.
v. Secretariat of Domestic Trade and other
on preliminary injunctions” (case 10,506/09),
partially acknowledging the preliminary
injunction requested by Grupo Clarín, and
instructing the CNDC and the SCI to notify
Grupo Clarín whenever their own verification
of Cablevisión’s fulfillment of its undertakings
had been concluded, regardless of the result.
Should such agencies have any observations, they
should notify Grupo Clarín within a term of
10 days. On the same date, the CNDC issued
Resolution No. 1,011/09 whereby it deemed
Cablevisión’s voluntary undertakings unfulfilled
and declared the rescission of the authorization
granted under Resolution No. 257/07.

On December 17, 2009, the National Court
of Appeals on Federal Commercial-Criminal
Matters, Chamber A, decided to suspend
the term to appeal Resolution No. 1,011/09
until the main case was transferred back
to the CNDC, considering it had been in such
court since December 16, 2009.

On December 17, 2009, the CNDC notified
Cablevisión of the initiation of the motion
for execution of Resolution No. 1,011/09. On
December 18, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters issued an injunction in
re “Grupo Clarín S.A. v. Secretariat of Domestic
Trade and other on preliminary injunctions”,
which suspended the effects of Resolution
No. 1,011/09 until the notice set forth in the
injunction of December 15, 2009 was served.
Accordingly, the CNDC served notice
to Cablevisión by means of Resolution No.
1,101/09.

On December 30, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v. Secretariat
of Domestic Trade and other on preliminary
injunctions”, partially acknowledging Grupo
Clarín’s request and suspending the term
for Grupo Clarín to respond to Resolution No.
1,101/09 until Grupo Clarín is granted access
to the administrative proceedings related
to the charges brought by the CNDC in its
Opinion No. 770/09 (on which Resolution
No. 1,011/09 was based).

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On March 3, 2010, the Argentine Ministry
of Economy and Public Finance issued
Resolution No. 113 (subscribed by the Minister
of Economy, Dr Amado Boudou) rejecting
the request for the nullification of Resolution
No. 1,011/09, the requests for abstention
and excusation of certain officials, and all the
evidence produced in connection with
such request for nullification. The voluntary
undertakings made by Cablevisión under
Resolution No. 257/07 were deemed unfulfilled,
thus declaring the rescission of the authorization
granted under such resolution. The parties
involved were ordered to take all necessary
actions to comply with such rescission within a
term of nine months, and to inform the CNDC
about the progress made in that respect on a
monthly basis. Such resolution was appealed in
due time and form. The appeal was granted
without staying the execution of judgment.

The appeal is currently pending before
Chamber No. 1 of the National Court of
Appeals on Federal Civil and Commercial
Matters in re “AMI CABLE HOLDING and
other on/ Appeal of the National Antitrust
Commission Resolution” (File No. 2,054/2010).
Chamber No. 1 has to render a decision
on various excusations and recusations of the
judges of Chamber No. 2 of the National
Court of Appeals on Federal Civil and
Commercial Matters. Once a decision has been
rendered in that regard, the Court of Appeals
will have to render a decision on the appeal.

On March 3, 2010, the Company brought a
claim seeking to nullify COMFER Resolution
No. 577/09. Upon being served with this claim,
the COMFER filed an exception, which was
responded by Cablevisión. On September 4,
2012 the Judge decided to dismiss the exception
filed by the COMFER, which shall bear the
legal costs incurred. On December 13, 2012 the
draft notice of such decision was submitted to
the Court, which then issued the official notice
on December 26, 2012. Together with the

draft notice, a request was submitted to set the
preliminary hearing (before the discovery
proceedings). Such dismissal was appealed by the
COMFER and ratified by the Court of Appeals.
Subsequently, the judge ordered discovery
proceedings. As of the date of these financial
statements, the proceeding was at the discovery
stage. The COMFER reported a new fact
(AFSCA Resolution No. 193/2014). The new
fact report was responded by Cablevisión and
admitted by the court. In its decision, the
Court held that the parties have different criteria
about the interpretation of such resolution.

On April 20, 2010, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed by
Grupo Clarín S.A. in re “Grupo Clarín on delay
in the appeal of the proceedings”, and decided
that the appeal granted by the CNDC to Grupo
Clarín S.A. against Resolution No. 113/10 had
the effect of staying such resolution.

The National Government filed an appeal
asking that the Court of Appeals revoke its own
decision with respect to the effect granted
to the April 20 decision, and that it decline its
jurisdiction. It also filed an extraordinary appeal.
Both appeals were dismissed. Chamber No. 2
requested the administrative file and the Court’s
decision is pending. Cablevisión considers that
it has strong grounds to have the effects of
the above Resolution suspended and therefore has
brought the relevant legal actions. However, it
cannot assure that the outcome will be favorable.

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

e. Under Proceeding File No. 21,788/08 dated
November 17, 2008, Cablevisión informed the
COMFER about the corporate business
reorganization process effective as of October 1,
2008. In that same act, Cablevisión informed
the COMFER about: i) all the licenses to
which it became universal successor under the
corporate business reorganization process;
ii) the exercise of an option for one of the
licenses in each of the locations where it held
multiple licenses, and iii) the relinquishment
of original licenses and extensions so as to
eliminate the multiple licenses accumulated in

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each of the locations where it held multiple
licenses. As a result of such corporate business
reorganization process, Cablevisión became
the universal successor of 158 licenses to exploit
Supplementary Services in several locations
(pursuant to section 44, subsection b) of
Law 22,285. To avoid having multiple licenses,
Cablevisión informed the COMFER about
its irrevocable intention to relinquish a
total of 78 licenses (including original licenses
and extensions) so as to eliminate all the
supplementary service licenses that exceeded the
limit set for supplementary services in each
location (which was one license per designated
area). Notwithstanding the foregoing, through
Resolution No. 577/COMFER/09, the
COMFER illegitimately decided to withhold
approval of the merger requested by
Cablevisión, requesting Cablevisión to submit
a divestiture plan on the grounds that the
license relinquishments spontaneously
communicated by that company were not
sufficient. (See Note 10.1.d).

f. On May 23, 2011, Supercanal S.A. filed a
claim for the protection of constitutional rights
(acción de amparo) before the Federal Court
of Mendoza against Cablevisión, Grupo Clarín
and other co-defendants, requesting that they
refrain from exercising alleged anti-competitive
practices and that the assets, liabilities and
businesses that used to belong to Multicanal and
that were subsequently merged into Cablevisión
(see Note 10.1.d.) be separated from the other
assets, liabilities and businesses of Cablevisión
and transferred to third parties.

Together with the claim for the protection of
constitutional rights, Supercanal S.A. requested a
preliminary injunction (for the same purposes);
which was granted on December 16, 2011. The
injunction ordered the separation of the assets,
liabilities and businesses that used to belong to
Multicanal and that were subsequently merged
into Cablevisión within a term of 60 days. The
court also appointed a supervisor (interventor)
and co-administrator for a term of twelve
months, who shall enforce the injunction, order
the changes to such company’s management
required for the effective enforcement of the
duties to be fulfilled by the Board of Directors,
and also report on a monthly basis to the
court about his/her performance. Such court-
appointed supervisor (interventor) and
co-administrator shall have the obligation to
perform the necessary functions aimed at

fulfilling the actions ordered pursuant to the
injunction.

Cablevisión filed an appeal against such
injunction and presented the grounds for its
defense in due time and form. Cablevisión
also requested the replacement of such
injunction with another less burdensome one
that could largely cover the risks alleged by
Supercanal in its claim.

On August 14, 2012, Cablevisión was served
notice of a decision rendered by Chamber No. 2
of the National Court of Appeals on Federal
Civil and Commercial Matters of the City of
Buenos Aires (“the Court of Appeals”) on
August 13, 2012; whereby that court declared
the existence of a connection between the
case brought by Supercanal S.A. in the Province
of Mendoza and the appeal of MECON
Resolution No. 113/10 (“Ami Cable Holding
LTD and other on/ Appeal of the National
Antitrust Commission Resolution). The Court
of Appeals stated that the hearing of the case in
the Province of Mendoza gives rise to an atypical
jurisdictional issue that affects the correct
rendering of justice in the case and the powers of
said Court of Appeals. The Court of Appeals
therefore ordered Federal Court No. 2 of
Mendoza to send the file so that the case could
continue under the jurisdiction of the Federal
Courts on Civil and Commercial Matters of the
City of Buenos Aires. Federal Court No. 2 of
Mendoza and the Federal Court of Appeals
of Mendoza were served notice of said order on
the same date and both of them rejected it,
giving rise to a jurisdictional conflict between
Chamber No. 2 of the Court of Appeals and
Federal Court No. 2 of Mendoza.

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After having been served notice of the decision
of Chamber No. 2 of the Court of Appeals, on
August 17, 2012, Judge Walter Bento of Federal
Court Nº 2 of Mendoza issued an order to
notify Cablevisión of an extension of the scope
of the injunction issued in re “Supercanal S.A.
v. Cablevisión S.A. and other on Claim for
the protection of constitutional rights (acción de
amparo)”. Under this injunction, the judge
ordered the removal of the Board of Directors
of Cablevisión and its replacement with a court-
appointed administrator (interventor) whose
role was to fulfill court orders. However, in
response to the claim brought by Cablevisión on
August 21, 2012 with the Argentine Supreme
Court in connection with the abovementioned
jurisdictional conflict, the Supreme Court
ordered the immediate suspension of the
proceedings until a decision is rendered on the
jurisdictional conflict.

Notwithstanding this, Cablevisión and its
legal advisors believe that the order issued on
August 17, 2012 is irregular and that it may
not be deemed a valid notice, because it should
have been issued within the framework of the
proceedings pending with the Federal Court
on Civil and Commercial Matters of the City of
Buenos Aires, rather than being served at a
domicile established in the city of Mendoza.

All these proceedings are suspended and were
sent to the Argentine Supreme Court for it
to render a decision on the jurisdictional conflict.

On February 25, 2014, the Supreme Court of
Argentina revoked all the decisions rendered by
Judge Walter Bento of Federal Court No. 2
of Mendoza relating to the claim brought by
Supercanal S.A. against Cablevisión for
anti-competitive practices and in respect of
which the judge had ordered, among other
things, the appointment of a court-appointed
supervisor (interventor) and co-administrator
in that company and the separation of that
company’s assets.

g. On October 21, 2010, the National
Administration of Domestic Trade served notice

to Cablevisión of (i) a fine of Ps. 5 million for
failing to comply with the duty to inform
(Section 4 of Law 24,240) concerning one of
its promotions and (ii) a fine of Ps. 500,000 for
infringing Section 2, subsection c) of Decree
1153/95 of the regulations to Section 10 of Law
22,802. Cablevisión appealed the fine because it
believed it had strong arguments in its favor.
The file was assigned No. 1281 and submitted
to Chamber No. 2 of the National Court of
Appeals on Federal Administrative Matters. On
October 4, 2011, the Court of Appeals partially
affirmed Resolution 739/10 and reduced the
fine to Ps. 2.2 million, imposing 75% of the
legal costs on Cablevisión. On October 13, 2011
Cablevisión filed a Federal Ordinary appeal
with the Supreme Court of Argentina and on
October 20, 2011 it filed a federal extraordinary
appeal with that same court in the event that
the ordinary appeal may be dismissed.

On October 21, 2011, Chamber No. 2 of
the National Court of Appeals on Federal
Administrative Matters granted the ordinary
appeal and the legal brief was submitted in
due time and form.

On August 7, 2012 the Supreme Court of
Argentina decided that the Ordinary Appeal
had been wrongly granted.

On December 13, 2012 the Court of Appeals
dismissed the appeal filed by Cablevisión,
and imposed court costs on Cablevisión.

On July 29, 2013 Cablevisión settled the fine in
the amount of Ps. 2.2 million and its compliance
was recorded in the file.

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to inform because the investor community was
deprived of its right to become fully aware of the
grounds of a decision rendered by the Federal
Court of Mendoza and the scope of the powers
granted by that court to the co-administrator
appointed in re “Supercanal S.A. v. Cablevisión
S.A. on protection of constitutional rights”,
in addition to the fact that other self-regulated
authorities were allegedly not notified of the
information furnished by Cablevisión. On June
25, 2012, Cablevisión filed a response requesting
that its defenses be sustained and all charges
dismissed. On February 6, 2014 Cablevisión
submitted the legal brief for the purpose
of discussing the evidence submitted under
File No. 171/2012. Now the CNV’s Board of
Directors has to render its decision. Cablevisión
and its legal advisors believe that the company
has strong arguments in its favor. Nevertheless,
Cablevisión cannot assure that the outcome of
the said summary proceedings will be favorable
to Cablevisión.

i. Pursuant to CNV Resolution No. 16,834
dated June 14, 2012 notified to the Company on
June 27, 2012, the CNV ordered the initiation
of summary proceedings against the Company
and the members of its Board of Directors,
Supervisory Committee and Audit Committee in
office at the time of the occurrence of the events
that motivated the proceedings (September 19,
2008) for alleged failure to comply with the duty
to inform. Under said Resolution, the CNV
argues that the Company allegedly failed to
comply with the duty to disclose the filing of a
claim against it entitled “Consumidores
Financieros Asociación Civil para su defensa and
other v. Grupo Clarín on/Ordinary”, which the
CNV considers relevant. On July 25, 2012,
Cablevisión filed a response petitioning that its
defenses be sustained and that all charges against
it be dismissed. The Company and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure the outcome of said summary
proceedings.

affected companies with which a subsidiary of
Cablevisión has contractual arrangements
in place. Consequently, on March 23, 2012 the
affected companies filed an appeal requesting
that Decree No. 73/012 be revoked. The appeal
is still pending resolution.

In May 2012, the aforesaid companies brought
a legal action with the Court in Administrative
Litigation Matters requesting the nullification
of the resolution and the suspension of its
execution. This motion to suspend the execution
of the challenged resolution was brought
as a separate case, and progressed through the
corresponding instances. The Office of the
Attorney General for Administrative Litigation
Matters, in its opinion No. 412/013 advised
the Court on Administrative Litigation Matters
to grant the motion to suspend the execution
of the challenged resolution for formal
reasons, but the Court dismissed the motion
of suspension. Notwithstanding the foregoing,
as of the date of these financial statements,
the government authority has not yet enforced
the decree.

On September 30, 2014, the Court on
Administrative Litigation Matters through its
decisions No. 416/2014 and No. 446/2014
revoked for formal reasons Decrees No. 73/012
and No. 231/011, respectively.

On March 9, 2015, Decree No. 82/015 was
published in the Official Gazette, whereby
the Executive Branch 1) repealed Decree
No. 73/012; 2) 16 common stations are awarded
to be held in common (the same stations) by
BERSABEL S.A. and VISION SATELITAL S.A.
for a term of 15 years: Two of the 16 stations
are awarded on a secondary basis, which
means that they may be exposed to interferences
with no possibility to bring any claim in
connection thereto; 3) use of existing stations
must cease within 18 months of their award to
mobile service operators; 4) both companies
are expressly authorized to increase the number
of TV signals (stations) included in their
respective services making use of digitization
techniques; 5) both companies shall submit
before the Communication Services Regulatory
Agency (“URSEC”, for its Spanish acronym),
within a fixed term of 60 calendar days as from
the date of publication of the Decree, a technical
plan for the migration and release of stations,
which plan shall be assessed and approved by
such agency; 6) the Bidding Terms governing

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the bid for frequency bands that were owned by
both companies shall include an economic
compensation mechanism for both companies
to cover the expenses incurred in adapting their
systems to the new stations awarded to them,
in the amount of USD 7,000,000.

k. On June 4, 2012, the Federal Court of
Appeals of Rosario partially confirmed SCI
Resolution No. 219/2010, whereby the Secretary
of Domestic Trade found that Cablevisión
and Multicanal had engaged in market sharing
practices in connection with the paid-television
service in the City of Santa Fe and reduced
the fine imposed on each of the companies
involved from Ps. 2.5 million to Ps. 2 million.
However, this decision is not yet final, because
Cablevisión and Multicanal and the Ministry
of Economy filed appeals with the Argentine
Supreme Court, which are still pending.
On October 21, 2014, the Argentine Supreme
Court dismissed the appeals; therefore,
Resolution No. 219/10 became final.

l. On March 1, 2011, the SCI served notice
to Multicanal and Cablevisión of Resolution
No. 19/11 whereby the Secretary of Domestic
Trade found that both companies had engaged
in market sharing practices in connection
with the paid-television service in the City of
Paraná and imposed a fine of Ps. 2.5 million on
each of them. Cablevisión filed an appeal in
due time and form. This appeal was dismissed
by the Federal Court of Appeals of Paraná.
Therefore, Cablevisión filed an appeal with the
Argentine Supreme Court. On November 4,
2011, the appeal of SCI Resolution No. 19/11
filed by Cablevisión with the Supreme Court
was partially granted by the Federal Court of
Appeals of Paraná.

m. Cablevisión, by itself and as successor of
Multicanal’s operations after the merger, is a party
to several administrative proceedings under the
Antitrust Law, facing charges of anticompetitive
conduct, including territorial division of
markets, price discrimination, abuse of dominant
position, refusal to deal and predatory pricing,
as well as a proceeding filed by the Cámara
de Cableoperadores Independientes (Chamber of
Independent Cable Operators), challenging the
transactions consummated on September 26,
2006. While Cablevisión believes that its conduct
and that of Multicanal have always been within
the bounds of the Argentine Antitrust Law and
regulations and that their positions in each of
these proceedings are reasonably grounded, it can
give no assurance that any of these cases will be
resolved in its favor.

n. On January 22, 2010, Cablevisión was
served notice of CNDC Resolution No. 8/10
issued within the framework of file No.
0021390/2010 entitled “Official Investigation
of Cable Television Subscriptions (C1321)”.
Pursuant to this Resolution, Cablevisión, among
other companies, was ordered to refrain from
conducting collusive practices and, particularly,
from increasing the price of cable television
subscriptions for a term of 60 days, counted as
from the date compliance with all required
notices is certified in the records of the case.
As established by that Resolution, companies
that have already increased the price of the
subscriptions shall return to the price applicable
in November 2009 and maintain such price
for the abovementioned term.

On February 2, 2010, by means of Resolution
No. 13/10, the CNDC ordered Cablevisión
to refund to its subscribers in the March 2012
invoices the amount of any price increase made
after the date of CNDC Resolution No. 8/10.

Cablevisión appealed both resolutions in due
time and form and their effects were suspended
by an injunction issued by Chamber No. 2 of
the National Court of Appeals on Federal
Civil and Commercial Matters at the request of
Cablevisión. The National Government filed
an appeal with the Supreme Court against this
decision, and the appeal has been dismissed.

On October 4, 2011, Chamber No. 2 of the
National Court of Appeals on Federal Civil
and Commercial Matters granted the appeal
filed against both decisions in re “Cablevisión

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and Other on Appeal against the Decision
rendered by the National Antitrust Commission”
(File 1,473/2010), declaring Resolution No.
8/10 moot and nullifying Resolution No. 13/10.

The National Government filed an appeal
with the Supreme Court of Argentina against
the decision rendered by Chamber No. 2,
which was granted and is now pending before
the Supreme Court of Argentina.

o. On August 5, 2010, Cablevisión was served
with CNC Resolution No. 2,936/2010 within
the framework of Administrative Proceeding
File No. 2,940/2010, pursuant to which
Cablevisión and/or any other individual or
entity through which the services relating
to the licenses and registrations granted to
FIBERTEL S.A. ("Fibertel") may be rendered
shall refrain from adding new subscribers
and from altering the conditions under which
the services are currently rendered.

To decide as it did, the Argentine
Communications Commission disregarded the
corporate reorganization that was completed
and registered before the IGJ, whereby Fibertel
merged into Cablevisión effective as of
April 1, 2003. By virtue of that merger process,
Cablevisión became the universal successor
to all of the assets, rights and obligations of
Fibertel as the merged company, among them,
the Exclusive License awarded through SECOM
Resolutions No. 100/96, 2375/97, 168/02
and 83/03. Therefore, Fibertel did not transfer
or divest of its rights and obligations to third
parties – among them, those derived from
the above-mentioned Exclusive License. Fibertel
continued to carry out its activities through
Cablevisión as surviving company. In order to
implement the above-mentioned corporate
business reorganization, on March 5, 2003, the
Argentine Communications Commission and
the SECOM were notified of the corporate
business reorganization for its acknowledgement.
The technical and legal areas of the Argentine
Communications Commission issued a favorable
resolution with respect to the compliance with
the requirements of current regulations to register
Fibertel’s license under the name of Cablevisión.
SECOM had a term of 60 days to decide on
the corporate business reorganization. However,
such agency failed to render a decision as
required by the applicable regulations. Not until
August 19, 2010 did SECOM issue Resolution
No. 100/2010, revoking Fibertel’s license.

p. On October 28, 2010, Cablevisión was
served notice of the National Administration of
Domestic Trade’s resolutions imposing two fines
of Ps. 5 million each, for allegedly failing to
observe the typographic character requirements
under applicable regulations (Resolution
906/98) when informing its subscribers of the
increase in the price of their cable television
subscriptions. Cablevisión appealed the fines on
November 12, 2010 because it believes it has
strong grounds in its favor. However, it cannot
assure that the outcome will be favorable.
One of the files was assigned No. 1280 and
is pending before Chamber No. 1 of the
Federal Administrative Court of Appeals, and
the other one was assigned No. 1,278 and is
pending before Chamber No. 5 of the Federal
Administrative Court of Appeals.

q. The litigation brought before the Civil,
Commercial, Mining and Labor Court of the
City of Concarán, Province of San Luis, in
early 2007 in re “Grupo Radio Noticias SRL v.
Cablevisión and others”, is still pending before
the Federal Court in Administrative Matters
No. 2.

The purpose of that claim was to challenge the
share transfers mentioned in Note 10.1.c.
and to request the revocation of Cablevisión’s
broadcasting licenses. Cablevisión has responded
to such claim and believes it is very unlikely
that it will be admitted. The claimant has
abandoned the claim it had brought, and the
claimant’s attorney must provide evidence
of his attorney powers.

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Municipal Council a proposed ordinance
extending the term provided until December 31,
2015. Such ordinance is ready for discussion by
legislators. Even though the ordinance provides
for certain penalties that may be imposed,
the City has not imposed such penalties to cable
systems that are not in compliance with such
ordinance.

s. On November 27, 2012 the National
Administration of Domestic Trade served
Cablevisión with Resolution No. 308/2012,
whereby it imposed a Ps. 5 million fine on that
company alleging that it had failed to comply
with Section No. 4 of the Antitrust Law
(increase in the subscription price of cable
television services/wrongful information
provided by Customer Service, which informed
by mail that SCI Resolution No. 50/10 and
the supplementing resolutions are suspended on
grounds of unconstitutionality, when in fact
they have been suspended by an injunction).
On December 11, 2012 Cablevisión appealed
Resolution No. 308/2012. The administrative
file No. S01:0312056/2011 was sent by the
National Administration of Domestic Trade to
the National Court of Appeals on Federal
Administrative Matters. It is now pending before
Chamber No. 1 in re “Cablevisión SA v.
DNCI Res. 308/12 and Other” (File 140/13).
A decision has not been rendered yet.

Cablevisión and its legal advisors believe that the
company has strong arguments in its favor.
Nevertheless, Cablevisión cannot assure that the
revocation of the fine will be resolved in its favor.

t. On July 5, 2013, the National Administration
of Domestic Trade served notice to Cablevisión
of Resolution No. 134/2013, whereby it
imposed a fine of Ps. 500,000 for breach of
Section 2 of Resolution ex S.I.C. y M. No.
789/98, which regulates the Business Loyalty
Law No. 22,802. Cablevisión appealed that
resolution on July 16, 2013. The administrative
file was sent by the National Administration
of Domestic Trade to the National Court
of Appeals on Federal Administrative Matters.
It is now pending before Chamber No. 3
in re “Cablevisión SA v. DNCI Res. 134/13 and
Other” (File 36044/13). On May 20, 2014,
Chamber No. 3 partially granted the appeal
filed by Cablevisión and reduced the fine to
Ps. 300,000 and ordered that each party
shall bear its own legal costs. On June 9, 2014,
Cablevisión filed an appeal with the

Argentine Supreme Court. On September 18,
2014, Cablevisión was served notice of the
extraordinary appeal filed by the National
Government, and on October 2, 2014 that
company filed a response. On October 9, 2014,
the Chamber dismissed both appeals.

On October 8, 2010, the National
Administration of Domestic Trade served notice
to Cablevisión of Resolution No. 697/2010,
whereby it imposed a fine of Ps. 500,000
for breach of Section 21 of the Business Loyalty
Law No. 22,802. Cablevisión appealed that
resolution on October 26, 2010. The
administrative file was sent by the National
Administration of Domestic Trade to the
National Court of Appeals on Federal
Administrative Matters. It is now pending
before Chamber No. 3 in re “Cablevisión SA v.
DNCI Res. 697/2010 (File S01:80822/10)
and Other” (File 1,277/2011). On December
29, 2011 the Court of Appeals dismissed the
appeal filed by Cablevisión, and imposed court
costs on Cablevisión. On February 22, 2012,
Cablevisión filed an appeal with the Argentine
Supreme Court. The appeal was dismissed
by the Chamber on April 10, 2012. On April
26, 2012, Cablevisión filed an appeal against the
above-mentioned dismissal. The Supreme Court
of Argentina granted the appeal and revoked
the decision against which Cablevisión had filed
the appeal with legal costs to be borne by the
National Administration of Domestic Trade, and
ordered that the case be sent back to the court
of first instance for it to render a new decision
based on the precedent indicated in its ruling.

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on April 23, 2010. On April 04, 2012, that
company filed a response requesting that its
defenses be sustained and that all charges against
it be dismissed. The proceeding is now in
the discovery stage. Cablevisión and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure that the outcome of said summary
proceedings will be favorable.

10.2 Claims and Disputes with Governmental

Agencies
a. In connection with the decisions made at
the Company’s Annual Ordinary Shareholders’
Meeting held on April 28, 2011, on September
1, 2011 the Company was served with a
preliminary injunction in re “National Social
Security Administration v. Grupo Clarín S.A. re
ordinary proceeding” whereby the Company
may not in any way dispose, in part or in whole,
of the Ps. 387,028,756 currently recorded
under the retained earnings account, other than
to distribute dividends to the shareholders.

On the same date, the Company was served with
a claim brought by Argentina’s National Social
Security Administration requesting the nullity
of the decision made on point 7 (Appropriation
of Retained Earnings) of the agenda of the
Annual Ordinary Shareholders’ Meeting held on
April 22, 2010. As of the date of these financial
statements, the Company has duly answered
the complaint and the intervening judge has
ordered discovery proceedings.

On November 1, 2011, the CNV issued
Resolution No. 593, which provides that at
shareholders’ meetings in which financial
statements are considered shareholders must
expressly decide to, either distribute as dividends
any retained earnings that are not subject
to distribution restrictions and that may be
disposed of pursuant to applicable law or
capitalize such retained earnings and issue shares,
or appropriate them to set up reserves other than
legal reserves, or a combination of the above.

irrelevant. According to the Company and its
legal advisors, Resolution No. 17,131 is, among
other things, null and void, because it lacks
sufficient grounds and its enactment is a clear
abuse of authority and a further step in the
National Government’s attempt to intervene
in the Company. On October 11, 2013
Chamber 5 of the National Court of Appeals
on Federal Administrative Matters issued a
preliminary injunction in re “Grupo Clarín S.A.
v. CNV – Resol No. 17.131/13 (File 737/13)”
File No. 29,563/2013, whereby it suspended the
effects of Resolution No. 17.131/2013 dated
July 11, 2013 which had rendered irregular and
with no effect for administrative purposes the
Company’s Annual Ordinary Shareholders’
Meeting held on April 25, 2013. As of the date
of these financial statements, the preliminary
injunction is still in effect.

In August 2013 the Company was served with
a nullification claim brought by Argentina’s
National Social Security Administration relating
to the Annual Ordinary Shareholders’ Meeting
held on April 28, 2011 whereby it requested the
nullity of all the decisions made at such meeting
and, as a default argument, the nullity of
the decisions made on points 2, 4 and 7 of that
meeting’s agenda, as well as the nullity of the
decisions made at the Extraordinary Meetings of
Class A, B and A and B Shareholders. As of the
date of these financial statements, the Company
has filed a response in due time and form.

On September 17, 2013 the Company
was served with a nullification claim brought
by Argentina’s National Social Security
Administration relating to the Annual Ordinary
Shareholders’ Meeting held on April 26, 2012
whereby it requested the nullity of all the
decisions made at such meeting and, as a default
argument, the nullity of the decisions made
on points 8 and 4 of that meeting’s agenda, as
well as the nullity of the decisions made at the
Extraordinary Meetings of Class A, B and A and
B Shareholders. As of the date of these financial
statements, the Company has filed a response
in due time and form.

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the National Court of First Instance on
Commercial Matters No. 17, Clerk’s Office No.
34. This claim seeks to nullify and challenge the
corporate decisions made at the Shareholders’
Meeting held on April 25, 2013 and those
made at the Board of Directors’ Meeting held on
April 26, 2013. As of the date of these financial
statements, the term for filing a response to
the claim has been suspended.

On September 16, 2014, the Company
received a communication from its
controlling shareholder, GC Dominio S.A.,
whereby that company informed that it
had been summoned to court as a third party
in re “National Social Security Administration
v. Grupo Clarín S.A. on Ordinary Proceeding”,
pending before the National Court of First
Instance on Commercial Matters No. 17,
Clerk’s Office No. 33. As of the date of these
financial statements and as informed by
GC Dominio S.A., that company has filed a
response to the above-mentioned claim.

b. The Argentine Federal Revenue Service
(“AFIP”) served the subsidiary CIMECO with
a notice challenging its income tax assessment
for fiscal years 2000, 2001 and 2002. In
such notice, the AFIP challenged mainly the
deduction of interest and exchange differences
in the tax returns filed for those years. If
AFIP’s position prevails, CIMECO’s maximum
contingency as of December 31, 2014 would
amount to approximately Ps. 12.3 million for
taxes and Ps. 33.8 million for interest.

CIMECO filed a response, which was dismissed
by the tax authorities. The tax authorities
issued their own official assessment and imposed
penalties. CIMECO appealed the tax authorities’
resolution before the National Tax Court on
August 15, 2007.

During the year ended December 31, 2010,
CIMECO received a pro forma income tax
assessment from the AFIP for fiscal periods 2003
through 2007, as a consequence of AFIP’s
challenge to CIMECO’s income tax assessments
for the periods 2000 through 2002 mentioned
above. CIMECO filed a response before
AFIP, rejecting such assessment and requesting
the suspension of administrative proceedings
until the Federal Tax Court renders its decision
on the merits.

During 2011, the AFIP served CIMECO with a
notice stating the income tax charges assessed for
years 2003 through 2007 and ordering the
initiation of summary proceedings. The AFIP’s
assessment shows a difference in its favor in
the Income Tax liability for the periods indicated
above for an amount in excess of the amount
that had been estimated originally, as a result of
the method used to calculate certain deductions.
CIMECO responded to the assessment rejecting
all of the adjustments and requesting that the
proceedings be rendered without effect and filed,
with no further actions to be taken.

CIMECO and its legal and tax advisors believe
CIMECO has strong grounds to defend
the criteria adopted in their tax returns and that
AFIP’s challenges will not be admitted by
the Federal Tax Court. Accordingly, CIMECO
has not booked an allowance in connection with
the effects such challenges may have.

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refrained from rendering judgment on the merits
of the case. Subsequently, all other Chambers
of the Federal Court of Appeals have rendered
decisions against ARTEAR’s position. Therefore,
as of the date of these financial statements, that
company has booked an allowance to account
for the estimated losses that may result from
such claims. On March 25, 2013 the AFIP
published General Resolution No. 3451 in the
Official Gazette. Pursuant to such Resolution,
AFIP established an installment plan for the
payment of overdue taxes, customs duties and
social security debts. With respect to customs
duties, this special installment plan allows for the
cancellation of fines imposed or supplementary
charges brought by the Customs Administration
up to and including February 28, 2013 in
connection with import or export duties, as
well as interest and restatements thereon, within
a term of up to 120 months with a monthly
rate of 1.35%. Given that all chambers of the
National Tax Court and the Federal Court of
Appeals have rendered judgments on the merits
of the case against ARTEAR’s position and
the Supreme Court of Argentina refrained from
rendering judgment, the Company decided to
adhere to the installment plan for a large portion
of the existing claims, leaving out only those
claims in which the ANA has interpreted that
ARTEAR committed an infringement. On July
30, 2013, ARTEAR submitted an installment
plan, within the framework of General
Resolution No. 3451, for the payment of a large
portion of the tax component of these claims,
notwithstanding the fact that ARTEAR still
considers that its interpretation of the customs
law is based on reasonable legal grounds.

d. On September 10, 2010, the AFIP served
TRISA with a notice with objections to its
income tax assessment, with respect to the
application of the withholding regime set forth
under the section following section 69 of the
Income Tax law, for fiscal years 2004, 2005 and
2006. If AFIP’s position prevails, TRISA’s
contingency would amount to approximately
Ps. 28.9 million, out of which Ps. 9.3 million
would correspond to taxes on dividend payments
made during those years, Ps. 6.5 million to
a 70% fine on the omitted tax, and Ps. 13.1
million to late-payment interest.

TRISA filed a response, which was dismissed
by the tax authorities. On December 20, the tax
authorities issued their own official assessment

and imposed penalties. TRISA appealed the
tax authorities’ resolution before the National
Tax Court on February 8, 2011.

TRISA and its legal and tax advisors believe that
TRISA has strong grounds to defend its position
and that AFIP’s challenges will not be admitted
by the Federal Tax Court. Accordingly, TRISA
has not booked a provision in connection with
the effects such challenges may have.

e. On August 13, 2012, the parent company
GC Dominio S.A. was served notice of a claim
brought by the Argentine Superintendency of
Legal Entities (IGJ) whereby that agency seeks
to annul the registration with the Public
Registry of Commerce of the appointment of
GC Dominio S.A.’s authorities, approved at the
Shareholders’ Meeting held on May 17, 2011.
The claim is pending before the Federal Court
of First Instance on Commercial Matters No. 25,
Clerk’s Office No. 49 (“Inspección General
de Justicia v. Dominio S.A. on/Ordinary”, File
No. 58652). The claim brought by the IGJ
seeks to annul the registration with IGJ of the
appointment of GC Dominio S.A.’s authorities,
approved at the Annual Ordinary General
Shareholders’ Meeting of GC Dominio held
on May 17, 2011. The appointment was
registered with the IGJ on April 23, 2012 under
No. 7147, Book No. 59 of Share Companies.
According to the IGJ and as the case file is said
to show, GC Dominio has allegedly failed
to comply with certain regulations applicable
to foreign shareholders upon registration of
the appointment of authorities. Also within the
framework of this claim, the Court issued an
injunction in favor of the IGJ ordering that the
existence of this claim be duly noted. The Court
of Appeals has confirmed the decision to order
that the existence of this claim be duly noted.

GC Dominio S.A.’s legal advisors have strong
grounds to argue that the resolution of IGJ’s
claim seeking the de-registration of the
appointment of authorities has serious defects
and infringes the guarantees of reasonableness
and due process; a principle that derives from
the constitutional guarantee of defense in court,
which entails the right to be heard and to
produce evidence to contradict a claim. GC
Dominio S.A. has appealed such injunction
because it considers that the IGJ has not shown
that its legal arguments are, at least, plausible.

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f. As a result of a report on suspicious activities
reported by the Argentine Federal Revenue
Service (“AFIP”) concerning transactions carried
out between the Company and some
subsidiaries, the Financial Information Unit
(“FIU”) pressed criminal charges for alleged
money laundering. The action is now pending
before Federal Court No. 9, under Dr.
Luis Rodriguez. The FIU has pressed charges
against the Company and its directors for
alleged money laundering activities related
to the trading of shares between the Company
and some of its subsidiaries. The Company
has appointed defense attorneys and has
requested a copy of the file to understand the
details of the charges. The FIU is acting as
plaintiff in this case. One of the Company’s
directors made a spontaneous appearance
and filed a response and produced documentary
evidence. Certain charges pressed by
Representative Di Tullio were also added to
the case. In addition, the Prosecutor requested
that the charges be investigated and that
certain evidentiary measures be taken which
have not yet been fulfilled as of the date of
these financial statements.

On February 25, 2014, the Supreme Court of
Argentina revoked all the decisions rendered
by Judge Walter Bento of Federal Court No. 2
of Mendoza relating to the claim brought
by Supercanal S.A. against Cablevisión for anti-
competitive practices and in respect of which
the judge had ordered, among other things,
the appointment of a court-appointed supervisor
(interventor) and co-administrator in that
company and the separation of that company’s
assets. It should be noted that Cablevisión has
still not been served with that decision.

The Company and its legal advisors consider
that there are strong arguments in the
Company’s favor, and have gathered evidence
that supports the lack of involvement of anyone
in any such unlawful maneuvers. However, they
cannot assure that the outcome of this action
will be favorable.

g. By means of Resolution 16,364/2010, dated
and notified to AGEA as of July 15, 2010, the
CNV’s Board of Directors decided to initiate
summary proceedings against AGEA and certain
current and past members of its board of
directors and supervisory commission, for alleged
infringement of the Argentine Business
Associations Law, Decree No. 677/01 and Law
No, 22,315. AGEA, as well as the current and past
members of the board of directors and supervisory
commission who are subject to the summary
proceedings, duly filed their respective responses.

h. The subsidiary AGEA received several
inspections from the AFIP aimed at verifying
compliance with the so-called competitiveness
plans implemented by the National Executive
Branch. After several reports issued by the
AFIP and the corresponding Resolutions issued
by the Ministry of Economy, such agencies
allege that certain acts performed by AGEA
during 2002 lead to the nullity of some of
the benefits granted under said plans, including
adjustments, for an estimated total amount
of Ps. 57 million. In April 2013, AGEA was
served with AFIP Resolution No. 03/13,
whereby such agency decided to exclude AGEA
from the Registry of Beneficiaries of the
Competitiveness and Employment Generation
Agreements under the Cultural Sector
Agreement, as from March 4, 2002. The
AFIP ordered the restatement of the tax returns
and the remittance of the corresponding
amounts. AGEA filed an appeal against such
resolution. Notwithstanding the foregoing,
in re “AEDBA and Other v. Ministry of
Economy Resolution No. 58/10”, the Federal
Court on Administrative Matters No. 6
issued an injunction ordering AFIP to refrain
from initiating and/or continuing with the
administrative proceeding/s and/or any act that
would entail the enforcement of the amounts
payable under Resolution No. 3/13, until a
final decision is rendered. Notwithstanding the
foregoing, AGEA cannot assure that the
appeal will be resolved in its favor.

i. On April 9, 2013, Cablevisión was served
notice of AFIP Resolution No. 45/13 dated
April 3, 2013, whereby such agency imposed
penalties in a summary proceeding against that
company with respect to compliance with
General Resolution No. 3,260/12. Cablevisión
filed an appeal, which has staying effects on
the execution of those penalties.

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j. Pursuant to Resolution No. 17,522 issued
on September 18, 2014 and notified to AGEA
on September 24, 2014, the Board of Directors
of the CNV decided to initiate summary
proceedings against AGEA, certain current and
past members of its Board of Directors and
supervisory commission –who occupied those
positions between September 19, 2008 and the
present date- and against that company’s Head
of Market Relations, for an alleged failure to
comply with the duty to inform that AGEA
was a co-defendant in re “CONSUMIDORES
FINANCIEROS ASOCIACION CIVIL
PARA SU DEFENSA AND OTHER V.
GRUPO CLARIN S.A. AND OTHER on
EXPEDITED SUMMARY PROCEEDING”
(File No. 065441/08). The summary proceeding
is grounded on an alleged failure to comply
with Article 5, subsection a), the first part of
Article 6 and Article 8, subsection a) part V) of
the Annex to Decree No. 677/01; with Articles
1, 2 and 3, subsection 9) of Chapter XXI of
the REGULATIONS (T.R. 2001 as amended)
–now Article 1 of Section I, Chapter I, Title
XII of the REGULATIONS (T.R. 2013 as
amended); with Articles 2 and 3 subsection 9)
of Section II, Chapter I, Title XII of the
REGULATIONS (T.R. 2013 as amended); with
Article 11 subsection a.12) of Chapter XXVI
of the REGULATIONS (T.R. 2001 as amended)
–now Article 11 subsection 13) of Section IV,
Chapter I, Title XV of the REGULATIONS
(T.R. 2013 as amended); with Article 99
and 100 of Law No. 26,831; and with Articles
59 and 294 subsection 9) of Law No. 19,550.
AGEA, and the current and past members of the
Board of Directors and supervisory commission
who are subject to the summary proceedings,
duly filed their respective responses. See Note 20.b.

k. On February 27, 2013, the AFIP served
IESA with a notice stating the income tax and
value added tax charges assessed for fiscal period
2008 and ordering the initiation of summary
proceedings for alleged omitted taxes. The
AFIP mainly challenged the deduction of certain
expenses and fees, as well as the calculation of
the corresponding tax credit. IESA filed an
appeal in connection thereto, which is currently
pending before the National Tax Court. The
official assessment amounts to Ps. 1.4 million for
income tax and Ps. 2.5 million for late-payment
interest, calculated as of December 31, 2014.

The official value-added tax assessment
amounts to Ps. 0.8 million for tax differences
and Ps. 1.6 million for late-payment interest,
calculated as of December 31, 2014.

On October 21, the AFIP served IESA with a
notice stating the income tax and value added
tax charges assessed for fiscal period 2009 and
ordered the initiation of summary proceedings
for alleged omitted taxes. In this case, the AFIP
mainly challenged the deduction of fees, as well
as the calculation of the corresponding tax credit.

The official assessment for value-added tax
amounts to Ps. 1.2 million for income tax
and Ps. 1.9 million for late-payment interest,
calculated as of December 31, 2014.

The official assessment for value-added tax
amounts to Ps. 0.4 million for tax differences
and Ps. 0.9 million for late-payment interest,
calculated as of December 31, 2014.

IESA and its legal and tax advisors believe that
it has strong arguments in its favor to defend the
criterion adopted in its tax returns.

10.3 Other Claims and Disputes
a. On December 12, 2001, Supercanal filed a
claim for damages against Multicanal as a result
of the enforcement of a preliminary injunction
brought by Multicanal against Supercanal.
Multicanal responded to such claim denying
any liability. Based on legal and factual
precedents of the case, Cablevisión, as successor
of Multicanal’s operations, believes that the claim
filed should be rejected in its entirety, and that
the legal costs should be borne by the plaintiff.
As of the date of these financial statements,
the proceeding was at the discovery stage. The
court of first instance dismissed Supercanal’s
request that it be allowed to sue without paying
court fees or costs. This decision has been
ratified by the Federal Court of Appeals.

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Those agreements set the price to be paid by
TRISA for these products and clearly stated
its right to sell such products and, additionally,
had AFA’s express consent.

On August 12, 2009 AFA notified TSC of its
decision to terminate unilaterally the above-
mentioned agreement. TSC challenged AFA’s
unilateral termination of the agreement and,
in order to safeguard its rights, on June 15, 2010
it brought a legal action against AFA before a
commercial court for contractual breach and
damages.

AFA summoned the National Government as
a third party, and the National Government
was incorporated to the proceedings. The
National Government requested that the case be
submitted to the Court on Federal Administrative
Matters. The request was dismissed by the
Commercial Court of Appeals, which ratified the
jurisdiction of the Commercial Court. The
National Government filed an appeal against that
decision with the Supreme Court of Argentina.

On July 27, 2011, AFA unilaterally terminated
the agreement that bound AFA and TRISA
until the 2013/2014 soccer season for the
broadcasting of all Argentine National “B”
soccer tournament matches. AFA’s decision
was totally arbitrary and illegitimate, since
TRISA had not breached any provision of the
agreement, which does not expressly allow
voluntary unilateral termination by either
party. Therefore, TRISA has challenged AFA’s
unilateral termination of the agreement.
In light of the events and until the situation is
remedied, TRISA will not be able to broadcast
the five weekly matches of the first division
tournament or any of the National “B” soccer
tournament matches that it used to broadcast
on its signal TyC Sports.

The broadcasting rights for the matches of
Metropolitan First "B" category are not governed
by the above-mentioned agreements, but by
an agreement that is in full force and effect as
of the date of these financial statements.

The situation described above had a significant
impact on TRISA’s revenues and costs.
Therefore, it had to adjust its signal to these
new circumstances.

In light of the circumstances described in the
above paragraphs, as from August 2009, TRISA
has recorded a portion of its revenues based on
the progress of negotiations with each client and
the new content of the signal.

During the year ended December 31, 2012,
TRISA completed those negotiations. As a result,
no significant differences arose between the
actual results and the original estimates.

c. On January 31, 2012, FADRA informed
Grupo Carburando’s subsidiary Mundo Show
S.A. of the unilateral rescission of the agreement
executed in 2006 whereby FADRA assigned to
that company the rights comprising image,
sound and static advertising of motor racing at
the road racing events Turismo Carretera and
TC Pista until December 31, 2015. Mundo
Show S.A. has challenged and rejected FADRA’s
unilateral rescission of the agreement. In light
of the events, Mundo Show S.A. will not be
able to sell or export the audiovisual and static
advertising rights of the above-mentioned motor
racing events. Therefore, in 2012 an allowance
was set up for impairment of goodwill and other
assets related to such agreement of approximately
Ps. 17 million. On July 17, 2013, some of the
Company’s subsidiaries executed an agreement
in order to settle the legal actions brought
as a consequence of the termination of TV
broadcasting rights and sponsorship agreements
relating to the Turismo Carretera and TC Pista
road racing events, whereby FADRA undertook
to pay damages for an aggregate and final
amount of Ps. 16.5 million in 23 monthly and
consecutive installments. In addition, it assigned
all of its equity interest in TCM, which
represents 20% of its capital stock and votes.
The parties also settled the claims brought
against FADRA in re "Mundo Show v. FADRA
on pending cash collection, File No. 10041/2012",
whereby FADRA paid Ps. 1.5 million in
exchange for the dismissal of the legal actions.

d. Pursuant to a notarial certificate issued on
September 19, 2008, AGEA and the Company
were served with a legal action brought by an
entity representing consumers and alleged
financial victims (and by six other individuals).
Claimants are Multicanal noteholders who claim
to be allegedly affected by Multicanal’s APE.
The claim is grounded on a Consumer Defense
Law that, in general terms, provides for an

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ambiguous procedure that is very strict against
the defendant.

The Company, AGEA and certain directors
and members of the supervisory committee
and shareholders have been served with
the claim. After rejecting certain preliminary
defenses presented by the defendants, such
as the application of statutes of limitation and
the failure to comply with prior mediation
procedures, the claim followed ordinary
procedure and the above-mentioned persons
duly filed their respective responses.

e. On September 16, 2010 the Company was
served with a claim brought against it by
Consumidores Financieros Asociación Civil para
su Defensa. The plaintiff claims a reimbursement
of the difference between the value of the
shares of the Company purchased at their initial
public offering and the value of the shares at the
time a decision is rendered in the case. The
Company has duly responded to the claim and
the intervening Court has deemed the claim
responded.

f. On April 25, 2013 Grupo Clarín S.A. held
its Annual Ordinary Shareholders’ Meeting.
As a result of the issues raised at this Meeting,
some of the permanent directors informed the
Company that they had pressed criminal charges
against the representatives of the shareholder
ANSES and of the CNV (Messrs. Reposo,
Kicillof, Moreno, Vanoli, Fardi and Helman) for
making statements and intellectual constructions
which, under the appearance of being included
in the new regulations of the Argentine
Capital Markets Law, only sought to discredit
the Board of Directors and caricature its
management, creating pretexts that may lead to
an intervention of the Company without judicial
control pursuant to the new powers vested on
the CNV by Capital Markets Law No. 26,831.
On April 26, 2013, the Board of Directors
decided to press charges on the same grounds.

to request the declaration of the evident
unconstitutionality of that law. It also requested
the CNV to refrain from performing any act or
issuing any resolution that would lead to the
execution of the plan of which they had been
accused before the courts.

g. On May 30, 2013, Pem S.A. was served
notice of a claim in re “TELEVISORA
PRIVADA DEL OESTE S.A. v. GRUPO
CLARÍN S.A. AND OTHERS on
ORDINARY” File No. 99078/2011, which
is pending before the Federal Commercial Court
No. 16 of First Instance, Clerk’s Office No. 32.
The claim seeks damages resulting from certain
decisions made with respect to Televisora Privada
del Oeste S.A. Cablevisión and the Company,
among others, are defendants in such lawsuit.
Cablevisión was served with the claim and
filed a response in due time and form. Notice
of the claim is being served on the other
co-defendants. According to the Company’s legal
advisors, the chances of success of the claim are
low because the damages claimed are clearly
overstated, the actual damage invoked does not
exist and the claim is procedurally inappropriate,
both on a factual and legal basis.

h. In March 2012, ARTEAR brought a
summary action for the protection of
constitutional rights against the National
Government (Chief of the Cabinet of Ministers
and Secretariat of Public Communication)
and against Messrs. Juan Manuel Abal Medina
and Alfredo Scoccimarro, in order to request
that the National Government cease in the
arbitrary and discriminatory allocation of official
advertising with respect to Arte Radiotelevisivo
Argentino S.A. ARTEAR requested (i) that
the court order the maintenance of a balanced
allocation with respect to the amount of official
advertising received in previous years, and in
particular prior to 2008, and with respect to the
amount of official advertising allocated to
other broadcasters of similar characteristics, and
(ii) that the conduct of the above-mentioned
officials be declared illegitimate, on account of
their having abusively exercised their discretional
power to manage public funds destined to
official advertising, discriminating against Canal
13, which is owned by ARTEAR.

On February 11, 2014, the Supreme Court
of Argentina decided in re “Arte Radiotelevisivo
Argentino S.A. v. National Government -

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Chief of the Cabinet of Ministers and Media
Secretariat on summary action for the protection
of constitutional rights (acción de amparo)
Law No. 16,980” to confirm the decision
rendered in that respect by Chamber No. 4 of
the National Court of Appeals on Federal
Administrative Matters. This Court admitted the
summary action brought by ARTEAR and
ordered the National Government to provide for
the drafting and submission to the first instance
court of a scheme for the allocation of official
advertising that included the broadcasters with
characteristics analogous to those of ARTEAR.
Among those broadcasters, the Court of Appeals
included América TV S.A. (Canal 2), Telearte
S.A. (Canal 9), Televisión Federal S.A. (Canal
11), ARTEAR (Canal 13) and SNMP S.A.
and RTA S.E. (Canal 7). The allocation scheme
must faithfully conform to the guidelines of
proportionality and equity set forth in the
ruling. The term for submitting the allocation
scheme was set at thirty days after that decision
became final. As of the date of these financial
statements, ARTEAR has brought two claims
for non-compliance with that decision before
the National Court of First Instance on Federal
Administrative Matters No. 12, Clerk’s Office
No. 23. A decision has not yet been rendered
on those claims.

i. The claimants representing media companies
in re “AEDBA and Other v. National
Government – Decree No. 746/03 – AFIP on
Incidental Procedure” pending before the Court
on Federal Administrative Matters No. 4
requested that media companies represented
by the claimants be granted the right to have a
differential VAT regime as undertaken by the
National Government under Decree No.
746/03 and the rules and regulations issued in
connection thereto.

On October 30, 2003, a preliminary
injunction was issued in connection with the
above-mentioned file, ordering the National
Government to maintain the effectiveness
of the benefit granted under Decree No. 746/03.
The National Government filed an appeal
against that decision and on November 6, 2008,
the Court of Appeals granted the request to have
the injunction revoked, among other things.
On November 27, 2008, the claimants filed an
appeal with the Supreme Court of Argentina
requesting the suspension of the enforcement of
such ruling.

On October 28, 2014, the Supreme Court of
Argentina issued a ruling in connection with the
above-mentioned file, whereby it declared the
appeal formally admissible and thus confirmed
the effectiveness of the above-mentioned
preliminary injunction. The Supreme Court
held the following in the recitals of its ruling:
(i) as of the date of the decision, the Executive
Branch had not yet established any regime
to replace the so-called competitiveness
and employment generation agreements; (ii) the
differential VAT regime provided under Law
No. 26,982 was only applicable to small media
companies, not to all media companies; (iii)
the tax policy must not be biased and cannot be
used as a way to curtail freedom of speech;
(iv) the alternative solution that had to be sought
ruled out, on principle, the application of the
general regime; (v) even though a decision
on the merits (having a differential VAT regime)
is not being anticipated, the injunction that
had been timely issued in connection thereof
shall remain effective until such a solution to
the matter is reached; (vi) the legal entities that
met the obligations within the scope of the
injunction shall not be deemed delinquent; and
(vii) the judge of the first instance court shall
render an urgent decision on the merits.

On December 10, 2014, the Federal Court on
Administrative Matters No. 4 rendered a
decision on the merits in re AEDBA and other
v. National Government Decree No. 746/03
and other on Proceeding leading to a declaratory
judgment” ordering, among other things, that:
The claimants (media companies) have the
standing to sue; that it is not up to the Judicial
Branch to legislate because only the Legislative
Branch is empowered to do so; that, pursuant
to the enactment of Law No. 26,982, the
obligation undertaken by the Executive branch
has already been met since the differential
VAT rates have already been set and, therefore,
the claim is moot; that, based on the decision
rendered by the Supreme Court of Argentina,
the companies cannot be deemed delinquent.

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The subsidiaries of Grupo Clarín involved
(AGEA and some of its subsidiaries, and Radio
Mitre) have started to calculate employer’s
contributions as tax credit on VAT as from
November 2014, taking into consideration that:
i) the preliminary injunction is still in effect,
ii) the decision rendered by the court of first
instance contradicts the considerations stated in
the recitals of the Supreme Court’s decision
due to the fact that the Executive Branch must
grant a regime applicable to all the companies,
iii) an appeal has been filed against the above-
mentioned decision with the corresponding
Court of Appeals, and based on its legal advisors’
opinion about the decision to be rendered
on the merits, they believe that the claimants
and the companies represented by them are
likely to obtain a favorable ruling.

10.4 Matters concerning Papel Prensa
I. Papel Prensa has several disputes pending
before the Commercial Court of Appeals
of the City of Buenos Aires as a consequence
of CNV Resolution No. 16,222. Pursuant to
said Resolution, the CNV declared that
certain decisions of Papel Prensa’s Board
of Directors were irregular and with no effect
for administrative purposes. The Resolution
challenged the Board’s fulfillment of the
formalities required in the preparation,
transcription and execution of meeting minutes
on the relevant corporate books. On June 24,
2010, in File No. 75,479/09, the Commercial
Court of Appeals of the City of Buenos Aires,
Chamber C, decided to nullify CNV Resolution
No. 16,222. On the basis of Resolution No.
16,222, the CNV has questioned subsequent
decisions of Papel Prensa’s Board and of
its Shareholders. In response, Papel Prensa has
brought several administrative claims against
the CNV, questioning its position. All of such
claims were decided in Papel Prensa’s favor
by the Commercial Court of Appeals of the
City of Buenos Aires. Consequently, the CNV’s
decisions were nullified. Furthermore, the
Commercial Court of Appeals, Chamber C,
dismissed the appeals filed by the CNV before
the Supreme Court of Argentina against the
Court of Appeals’ decisions. The CNV filed a
direct appeal before the Supreme Court.

As a consequence of the above, Papel Prensa has
continued with the criminal proceedings brought
against certain public officials.

On February 1 and 4, 2010 the Secretary
of Domestic Trade, Mario G. Moreno, and the
CNV, respectively, requested the judicial
intervention of Papel Prensa before the
commercial justice. Such claims were pending
before the Federal Commercial Court of First
Instance No. 2, Clerk’s Office No. 4,
temporarily under judge Dr. Eduardo Malde,
who, on March 8, 2010, issued an injunction
whereby he suspended certain decisions
adopted at meetings of the Board of Directors
and at Shareholders Meetings held on or after
November 4, 2009. Judge Malde also appointed
a co-administrator without removing the
members of the previous corporate bodies. Papel
Prensa filed an appeal, which the Commercial
Court of Appeals, Chamber C, resolved in
Papel Prensa’s favor, by revoking the injunction
on August 31, 2010. On December 7, 2010
the same Chamber C dismissed the appeals filed
by the CNV and the National Government
before the Supreme Court of Argentina against
the Court of Appeals’ decision. Both the CNV
and the National Government filed direct
appeals against such decision.

None of the claims mentioned in the above
paragraphs had a material effect on AGEA’s
financial and economic condition as of
December 31, 2014.

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injunction. Papel Prensa appealed such decision,
which was affirmed by the Federal Court
of Appeals on Administrative Matters. Papel
Prensa filed an appeal against the Court of
Appeals’ decision. The appeal was denied and
Papel Prensa was served notice of that denial
on September 1, 2010.

III. Papel Prensa suspended its operations with
related parties between March 9 and April 21,
2010 pursuant to an injunction issued on
March 8, 2010 by Judge Malde. In his ruling,
Judge Malde decided to suspend the Board
of Directors’ resolution of December 23, 2009,
which had approved the terms and conditions
of transactions with related parties for the
year 2010. On April 21, 2010, the Board of
Directors of Papel Prensa, following a proposal
made by the court-appointed supervisor
(interventor) and co-administrator, approved
the resumption of such company’s transactions
with related parties under provisional conditions
for as long as the decision rendered by the
Board on December 23, 2009 remained
suspended and/or until Papel Prensa’s corporate
bodies established a business practice to follow
with related parties.

the claim brought by the National Government
in re “National Government – Secretariat of
Domestic Trade – v./ Papel Prensa S.A.I.C.F. y
de M. on/ Ordinary”, File No. 97,564, currently
pending before Federal Commercial Court
of First Instance No. 26, Clerk’s Office
No. 52. Under this proceeding, the National
Government seeks to obtain, among other
things, a declaratory judgment of nullity of
the provisional conditions for the resumption
of transactions with related parties in connection
with the purchase and sale of paper that was
approved by the Board of Papel Prensa in the
first item of the agenda of the above mentioned
meeting held on April 21, 2010.

Furthermore, at this meeting held on December
23, 2010, Papel Prensa’s Board decided to
maintain the originally approved sales policy,
but to subject the accrual and enforceability,
and, consequently, the recognition and payment
to the clients, of the eventual volume discounts
that may be applicable to them with respect to
paper purchases made between January 1st, 2011
and December 31, 2011, to a final favorable
ruling in the claim brought by Papel Prensa
against the constitutionality of SCI Resolution
No. 1/2010, or to the final nullification of
such Resolution No. 1/2010 in any other way
or by any other legal means, whichever occurs
first. In connection with related parties, the
Board approved the same policies and conditions
as those approved for the other clients in general.

In a meeting held on December 27, 2011 Papel
Prensa’s Board of Directors decided to maintain
for 2012 the same commercial policies that
had been approved for 2011 – under the same
terms and conditions mentioned in the previous
paragraph – for all of its customers in general
(including related parties).

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Producers, Distributors and Sellers of Wood
Pulp and Newsprint where all producers, sellers,
distributors and buyers shall be registered as a
mandatory requirement in order to produce,
sell, distribute, and/or purchase newsprint and
wood pulp as from the enactment of the Law.
It also contains a series of temporary clauses,
specifically and exclusively addressed to Papel
Prensa, whereby Papel Prensa is forced to make
investments to meet the total national demand
for newsprint – excluding from this requirement
the other existing company that operates in
the country with installed capacity to produce
this input. The Law also provides for the
capitalization of the funds eventually contributed
by the National Government to finance these
investments for the purposes of increasing
the equity interest and the political rights of
the National Government in Papel Prensa,
contravening public order regulations contained
in Law 19,550 and disregarding several
constitutional rights and guarantees of Papel
Prensa and its private shareholders.

On February 10, 2012 AGEA registered with
the National Registry of Producers, Distributors
and Sellers of Wood Pulp and Newsprint
(Record No. 63 in File No. S01:0052528/12),
clearly stating that the decision to register shall
not be construed as an acknowledgment or
conformity with the legitimacy of Law 26,736,
Resolution No. 9/2012 issued by the Ministry
of Economy and Public Finance and SCI
Resolution No. 4/2012 issued in connection
with such Law and/or any other issued in
the future, since they seriously affect several
rights and guarantees of AGEA which are
recognized and protected by the Argentine
National Constitution.

two shareholders’ meetings. The injunction had
been requested by the shareholders Arte Gráfico
Editorial Argentino S.A., Compañía Inversora
en Medios de Comunicación (CIMECO) S.A.,
and S.A. La Nación. Given that the issuance
of the injunction validated Papel Prensa’s
decision to call the two shareholders’ meetings,
both were held as originally scheduled.
Nevertheless, and based on the above Resolution
No. 16,647, on October 13, 2011 the CNV
issued Resolution No. 16,671 rendering irregular
and with no effect for administrative purposes
all of the decisions made at Papel Prensa’s
Shareholders’ Meetings held on September 15,
2011 and September 27, 2011. Papel Prensa
filed an appeal against Resolution No. 16,671,
which is, therefore, not final. Also based
on Resolution No. 16,647, on November 16,
2011, the CNV issued Resolution No. 16,691
whereby the CNV rendered irregular and
with no effect for administrative purposes the
decisions made at the Board of Directors’
Meeting held on October 3, 2011 and the call
for the Board of Directors’ meeting on
November 17, 2011. Such Resolution is not
to be deemed final since Papel Prensa filed
an appeal and requested its nullification. In this
sense, of particular note is that: (i) at the
hearing held before Federal Commercial Court
No. 26 of First Instance, Clerk’s Office No.
52, the National Government, Papel Prensa,
AGEA, Compañía Inversora en Medios
de Comunicación (CIMECO) S.A. and S.A.
La Nación, agreed, among other things, on the
composition of the company’s corporate bodies,
and in particular on the recognition of the
authorities appointed by the private shareholders
at Papel Prensa’s Shareholders’ meeting held
on September 27, 2011, as well as on the agenda
to be addressed at the meeting of Papel Prensa’s
Board of Directors of October 3, 2011,
which had been the subject matter of Resolution
No. 16,691; and (ii) at the hearing held in
April 2012 before the same Commercial
Court the National Government, Papel Prensa,
AGEA, Compañía Inversora en Medios de
Comunicación (CIMECO) S.A. and S.A.
La Nación, with the assistance of the Argentine
Securities Commission, agreed to request the
court to order a shareholders’ meeting with
an agenda substantially similar to that of Papel
Prensa’s Shareholders’ Meeting held on
September 27, 2011. The request was granted
by the intervening judge and the meeting
was scheduled for August 29, 2012.

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The meeting began on that date but, as a
consequence of certain disturbances provoked
by the representative of the National
Government, the private shareholders that were
present at the meeting decided to adjourn
it for 48 hours without addressing the agenda.
After that, and notwithstanding the resolution
adopted at the meeting, on August 31, 2012
Judge O’Reilly decided to order that the
adjourned meeting would resume on September
25, 2012. However, the meeting was not held
because the Judge subsequently held that the
appeals filed against other points of her decision
resulted in the suspension of every point of the
decision she had rendered, including the new
date scheduled for the meeting, even though all
appellants had consented to that point.

On June 12, 2014, the Court of Appeals decided
to postpone rendering a decision on the appeals
filed until the court-convened shareholders’
meeting that began on August 29, 2012 had
resumed and closed, ordering Judge O’Reilly to
decide on the pending issues and to order the
shareholders to resume that meeting. On
December 4, 2014, the Judge called Papel
Prensa, the CNV, and the shareholders of
AGEA, the National Government, SA La
Nación and CIMECO to a hearing to be held
on May 6, 2015, in order to proceed as ordered
by the Court of Appeals. In light of the above,
the new date to resume that meeting may not be
set until Judge O’Reilly has complied with the
decision rendered by the Court of Appeals.

unnecessary in the light of the settlement of the
fine by the claimants, as informed below.
Notwithstanding the above, on June 19, 2013,
the Company asked the CNV to suspend the
application of the fine until a decision was
rendered by the Court of Appeals with respect
to the injunction. The request was denied. On
June 28, 2013, the fine was paid under protest
in order to prevent its coercive enforcement
by the CNV; given that, under the new Capital
Markets Law No. 26,831, appeals may be
admitted without suspension of judgment.

VI. AGEA has not recorded any impact in
connection with the foregoing, since its effects
shall depend on the final outcome. Such
effects are not expected to be material to these
financial statements.

Note 11

Regulatory Framework

11.1 Audiovisual Communication Services
a) Until the enactment of Audiovisual
Communication Services Law No. 26,522, the
installation, operation and acquisition of
audiovisual communication services in Argentina
were governed by Broadcasting Law No. 22,285.
Cable TV activities were regulated and overseen
mainly by the COMFER.

Under Law No. 22,285 broadcasting service
companies in Argentina required a non-exclusive
license from the COMFER in order to operate.
Other approvals were also required, including,
for some services, authorization by municipal
agencies. Broadcasting licenses were granted
for an initial period of 15 years, allowing for
a one-time extension of 10 years. The extension
of the license was subject to the approval of
the COMFER, which would determine whether
or not the licensee had met the terms and
conditions under which the license had been
granted. All the subsidiaries of Grupo Clarín
that render broadcasting services, hold licenses
granted by the COMFER under such Law.
Some of the licenses exploited by the
subsidiaries, including the license that had been
originally granted to Cablevisión (with an
extended term that originally expired on March
31, 2006), have already been extended for the
above-mentioned 10-year term.

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On May 24, 2005, Decree No. 527/05
provided for a 10-year-suspension of the terms
then effective of broadcasting licenses or their
extensions. Calculation of the terms shall
be automatically resumed upon expiration of the
suspension term, subject to certain conditions.
The Decree required that companies seeking to
benefit from the extension submit to the
COMFER’s approval, within two years from
the date of the Decree, programming proposals
that would contribute to the preservation
of the national culture and the education of the
population and a technology investment project
to be implemented during the suspension term.
COMFER Resolution No. 214/07 regulated
the obligations established by Decree No.
527/05 in order to benefit from such suspension.
The proposals then submitted were approved
and, accordingly, the terms of the licenses
originally awarded to the subsidiaries of Grupo
Clarín, as well as the terms of the licenses to
which Cablevisión became the universal
successor, are currently suspended for ten years.

COMFER Resolution No. 275/09 lifted a
suspension of license grants that had been
ordered by COMFER Resolution No. 726/00
and approved the Rules governing the licensing
of Broadcasting and Supplementary Services by
means of a physical link, and set a term to apply
for licenses under an abbreviated procedure.
Therefore, Cablevisión and certain subsidiaries
purchased bidding forms to apply for new
licenses through this option in such locations
where they had not obtained the suspension
of the term ordered by Decree No. 527/05, since
the terms of those licenses had expired.

Cablevisión has requested the COMFER’s
approval of several transactions, including certain
company reorganizations and share transfers.
The request for approval of the merger
of Cablevisión and its subsidiaries (see Note
10.1.d.) is still pending.

b) The Audiovisual Communication Services
Law (Law No. 26,522) was passed and enacted
on October 10, 2009, subject to strong concerns
over its content and enactment procedure.

not been regulated, until all terms and procedures
for the regulation of the new law are defined.

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

The new law, which governs the audiovisual
communication service activities conducted by
the Company through its subsidiaries,
establishes, among other things:

• A license award and review scheme that grants
wide discretion to the Executive Branch and
to an Enforcement Authority with questionable
composition and powers,
• A 10-year limitation to the terms of licenses,
with a one-time non-renewable extension,
• The non-transferability of authorizations and
licenses,
• A regulatory framework and registration
requirements for signals, production companies
and advertising agencies,
• A multiple license scheme that: i) restricts to
10 the number of Audiovisual Communication
Service licenses, plus a single broadcasting
signal for radio, broadcast TV and subscription
cable TV services that make use of the radio
spectrum; ii) restricts the licensing of
subscription broadcasting services rendered by
means of a physical link (cable), limiting the
number of licenses to 24; iii) sets forth a further
restriction on these services, which may not
be provided to more than 35% of all inhabitants
or subscribers nationwide; iv) establishes that
a broadcast TV signal and a cable TV signal
may not be simultaneously exploited in the same
location, and v) establishes that broadcast TV
networks may only own one cable TV signal.
The same applies to cable TV networks, which
may only own the so-called “local channel”,
which is mandatory for every license
• Mandatory quotas for certain types of content.

Also controversially, the law sets forth
retroactive effects by requiring holders of current
broadcasting licenses – which were legitimately
acquired rights under Law No. 22,285 as
amended - to conform to the new law within
the term of one year counted as from

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the time certain mechanisms required for
implementation are set in place.

The Executive Branch has regulated most
sections of Law No. 26,522 by means of Decree
No. 1,225/2010. The most notably arbitrary
provision of this decree is the highly
discretionary mandatory divestiture system
created to implement Section 50 of the
Audiovisual Communication Services Law. This
system has evident confiscatory effects.

It is publicly known that several concerns have
been expressed about this law, since it has defects
that render it unconstitutional; it seriously
damages the development of the audiovisual
industry and restricts fundamental freedoms.
Grupo Clarín and its main subsidiaries
made court filings on that basis, which led to
the provisional suspension of section 161
of the Audiovisual Communication Services
Law until a final decision was rendered.

On December 14, 2012 the Company was
served notice of the decision rendered by
the Court of First Instance on the merits of the
case in re “Grupo Clarín S.A. and Other v.
the Executive Branch on Declaratory Action”
(File 119/10). The judge recognized the legal
standing to sue of the plaintiffs as license
holders, but rejected the unconstitutionality
claim with legal costs imposed on claimants. An
appeal was filed against that decision before
the National Court of Appeals on Federal Civil
and Commercial Matters.

On April 17, 2013, Chamber No. 1 of the
National Court of Appeals on Federal Civil and
Commercial Matters rendered a decision on
the merits of the case, whereby it:

i) Confirmed the dismissal of the exception of
lack of standing brought in connection with
Grupo Clarín and Teledigital.

ii) Dismissed the claim of unconstitutionality
brought by the claimants against:

existing licensees to conform to the new Law;
c. Section 45, point 1, subsection a), which
limits subscription television licenses on satellite
support to one license per holder, nationwide;
d. Section 45, point 1, subsection b), which
limits audiovisual communication services
licenses that make use of the radio spectrum to
10 licenses per holder, nationwide, except for
the provision that limits content signals to one
per holder, which was deemed unconstitutional;
e. Section 45, point 2, subsection a), which
limits AM broadcast radio licenses to one
license per holder per locality; and
f. Section 45, point 2, subsection b) which limits
FM broadcast radio licenses to one license per
holder per locality, except for localities with
more than eight FM stations, where holders are
entitled to two licenses.

iii) Declared the unconstitutionality of the
following provisions:

a. Section 45, point 1, subsection c), which
limits licenses for the exploitation of audiovisual
communication services by subscription with
physical link to 24 licenses per holder, nationwide;
b. Section 45, final paragraph, which provides
that services provided by one licensee may
not reach more than 35% of the aggregate
national population or nationwide subscribers;
c. Section 45, point 2, subsections c) and d),
which provides that holders of a broadcast
television license may not simultaneously hold
a subscription television service license in
the same locality;
d. Section 45, final paragraph, which limits
licenses granted in the same primary service area
or group of overlapping primary service areas
to three licenses per holder; and
e. Section 45, point 3, which provides that
broadcast television licensees may only own one
cable television signal and cable television service
licensees may only own a single signal generated
by such providers themselves.

The Court ordered the inapplicability
of the provisions detailed under iii. a), b), c),
d) and e), above, to the licenses exploited
by claimant.

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iv) Declared the unconstitutionality of section
48, second paragraph, which provides that
the multiple license regime set forth under the
Audiovisual Communication Services Law
may not be alleged as an acquired right in light
of any future amendments relating to
deregulation, demonopolization or antitrust.

v) Rejected the claim for damages as claimed
under this case-file.

vi) Revoked the decision rendered in the first
instance regarding the repeal of the injunction
granted in favor of the claimants until a final
decision is rendered.

Both parties appealed the decision rendered by
the National Court of Appeals on Federal Civil
and Commercial Matters, and the case was
submitted to the Supreme Court of Argentina.

On December 17, 2012, the Company was
served notice of AFSCA Resolution No.
2276/2012 (File No. 1395-AFSCA/2012),
whereby AFSCA decided to initiate the ex officio
transfer procedure, ordered the appraisal by
Court of Appraisals of Argentina of the licenses
and the essential assets related to the various
broadcasting services and ordered the Company
to respond, within the framework of that
procedure, to a request for information about the
licenses and/or services it owned directly or
indirectly. The Company appeared before
AFSCA and challenged its resolution because it
violates the injunction granted and extended by
Chamber No. 1 of the National Court of Appeals
on Federal Civil and Commercial Matters.
The Company also made a presentation in re
“Grupo Clarín S.A. and Others on preliminary
injunctions” to report these circumstances.
Consequently, on June 27, 2013, Chamber No. 1
of the Court of Appeals ordered in re “Grupo
Clarín S.A. and other v. National Executive Branch
and others on failure to comply with injunction”
(File No. 4777/2012) that AFSCA suspend
its proceedings (File No. 1395-AFSCA/2012)
and refrain from taking any action or initiating
any similar or identical proceeding based on
Section 161 and/or its regulations during the
effectiveness of said injunction.

On October 29, 2013 the Company was
served with a decision rendered by the Supreme
Court of Argentina which ordered (i) to revoke
the decision rendered by the National Court

of Appeals on Federal Civil and Commercial
Matters on April 17, 2013 (the "Decision”) to
the extent that it declared the unconstitutionality
of Section 45, part 1, subsection “c” and final
paragraph; part 2, subsections “c” and “d” and
final paragraph; part 3 in its entirety; and part 1,
subsection “b”, with respect to the limitation to
holding registered title to a single content signal,
and Section 48, second paragraph, Law No.
26,522 and (ii) to confirm the Decision to the
extent it rejected the claim for damages as
brought under the case file.

The Company believes that the challenged
Sections -as held by the three dissenting
opinions- not only contradict the principles
of the Argentine National Constitution,
but also those of the American Convention
on Human Rights (Pact of San José de
Costa Rica), as well as recent precedents of the
Inter-American Commission on Human
Rights, the Inter-American Court of Human
Rights and the Special Rapporteurship for
Freedom of Expression of the Organization
of American States. The claimant companies
will analyze bringing an appeal before
international courts to challenge those sections
that entail an indirect act of censorship
that silence and discriminate against critical
media, and violate acquired rights.

On October 31, 2013, even before the
deadline to enforce the decision rendered by the
Supreme Court of Argentina in re “Grupo
Clarín S.A. and Others v. National Executive
Branch and other re: Merely Declarative
Action” (File 119/10), the Company and some
of its subsidiaries were again served with
AFSCA Resolution No. 2276/2012 issued by
the president of that agency on December 17,
2012 within the framework of File No.
1395-AFSCA/2012. Resolution No. 2276/2012
provides for an ex officio proceeding to conform
the Company and some of its subsidiaries
to the provisions of the Audiovisual
Communication Services Law. The Company
and its legal advisors believe that this resolution
is absolutely null and void and have filed an
appeal to have it revoked.

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Faced with the de-facto proceedings that sought
to dispossess the Company of its licenses
and assets through an ex officio procedure, on
November 4, 2013 the Company submitted
to AFSCA and to the Supreme Court of
Argentina a voluntary proposal to conform to
the Audiovisual Communication Services Law
pursuant to section 161 of the LSCA, approved
by Grupo Clarín’s Board of Directors on
November 3, 2013, in an attempt to avoid the
forced divestiture of its assets by AFSCA. This
was also the least desirable decision, because
it contradicts Grupo Clarín’s historical strategy
of maintaining the necessary integration and
strength. The voluntary proposal -which does
not interrupt any of the judicial actions
brought by the Company to defend its rights-
was submitted together with a request that the
decision rendered by the Supreme Court of
Argentina be complied in full. That is,
requesting the involvement of an independent,
unbiased enforcement authority with technical
expertise, which may ensure a transparent
and egalitarian treatment in the enforcement
of the law.

Upon review of the voluntary proposal,
AFSCA issued Resolution No. 1471/2013
whereby it suspended the Ex Officio Transfer
Procedure commenced through AFSCA
Resolution No. 2276/2012 and stated that it
would refrain from pursuing any administrative
proceedings in that regard.

Córdoba, and FM 100.3 in Mendoza; and (c)
certain assets, liabilities, rights and obligations to
be spun off from Cablevisión (“Cablevisión
Spinoff 1”), which will include 24 local licenses
for physical link subscription television services
in cities where there is no incompatibility with
broadcast TV, and 2 licenses for radio-electric
link subscription television services. (ii) Unit II:
composed by the surviving Cablevisión, which
will continue to carry out the business activities
and operations of Cablevisión with all the assets,
liabilities, rights and obligations that are not
spun off from Cablevisión. It will include 24
licenses for physical link subscription television
services and 10 licenses for radio-electric link
subscription television services, including the
signal Metro, which is also the local signal of the
license exploited in the City of Buenos Aires.
(iii) Unit III: composed by Cablevisión Spinoff
2, which will include assets, rights and
obligations to be spun off from Cablevisión,
including 22 licenses for physical link
subscription television services and 10 licenses
for radio-electric link subscription television
services. (iv) Unit IV: (a) composed by IESA,
owner of the signals TyC Sports and TyC Max;
(b) the signals El 13 Satelital, Magazine, Volver,
Quiero Música en mi Idioma and (c) an equity
interest in Canal Rural S.A., owner of the signal
Canal Rural. (v) Unit V: to be owned by one
or more individuals or legal entities that will not
maintain a corporate relationship with Radio
Mitre, its controlling companies, subsidiaries
and/or controlled companies in order not to
infringe the current multiple license regime, and
which will own: (a) one sound frequency
modulation broadcasting service for the City of
San Miguel de Tucumán-FM 99.5, (b) one
sound frequency modulation broadcasting
service for the City of San Carlos de Bariloche-
FM 92.1, (c) one sound frequency modulation
broadcasting service for the City of Santa Fe-
FM 99.3, (d) one sound frequency modulation
broadcasting service for the City of Bahía
Blanca-FM 96.5 and (e) one sound frequency
modulation broadcasting service for the City of
San Carlos de Bariloche -FM 103.1, owned
by Bariloche TV (vi) Unit VI: to be owned by
one or more individuals or legal entities that
will not maintain a corporate relationship with
ARTEAR, its controlling companies, subsidiaries
and/or controlled companies in order not to
infringe the current multiple license regime, and
which shall hold one broadcast television license
for the City of Bahía Blanca, Province of Buenos

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Aires-LU81 TV Canal 7-and an equity interest
in Cuyo Televisión S.A., holder of one broadcast
television license in Mendoza-LV83 TV Canal
9 Mendoza-. Said proposal contemplates that
the Company will continue to own, directly or
indirectly, only one of the audiovisual
communication service Units (among those
defined as Unit I and Unit II) of the six that
were described above.

The implementation of this proposal may entail
a reduction of the Company’s operating income
and its profitability in the Cable Television
and Internet Access segment and/or a reduction
of its operating income and profitability of the
Broadcasting and Programming segment.
The above-mentioned considerations and the
limits to the growth of Grupo Clarín imposed
by this law, against world trends and against
legitimately acquired rights, will surely have an
impact on the potential value of Grupo Clarín.

The proposal will contemplate the necessary
reservations to safeguard the rights of the
Company, among which we may mention the
following: the reservation to bring the judicial
actions that may correspond in connection
with the claim for economic damages caused
to the Company and its subsidiaries as a
consequence of their adjustment to conform
to the law; the reservation to challenge the
conformity of Sections 41, 45, 48 and 161 of
Law No. 26,522 to international conventions
before the Inter-American Commission on
Human Rights, the Inter-American Court of
Human Rights and other competent
International Courts; the reservation to challenge
judicially the composition of AFSCA for the
period during which it did not conform to
the provisions of the LSCA and for not being a
technical and independent agency protected
against undue interferences from the State.

In order to consolidate the number of
subscription television licenses for the purposes
of conforming Cablevisión to the Audiovisual
Communication Services Law, the Company
applied the coverage area extension mechanism
provided under section 45 of Decree No.
1225/2010 in accordance with the criterion
approved by AFSCA in the Minutes of its
Board of Directors’ Meeting No. 32/2012.
The implementation of the proposal will
necessarily involve a series of transactions that
will require in some cases a statement of

intention from the shareholders that are not
related to Grupo Clarín.

The Company and its subsidiaries have always
abided by the laws and respected the decisions
of the judiciary: all of the judicial claims brought
by the Company since the enactment of Law
No. 26,522 had the purpose of preserving the
assets of the Company and of its shareholders
under the firm conviction that the current
structure of Grupo Clarín is the most efficient,
both from the operational and the economic
perspective, for its shareholders, employees,
customers, suppliers and the community as a
whole. The Board understands that the
Company has presented the alternative that most
mitigates the damages caused by having to
comply with the Supreme Court decision, taking
into consideration what the Board believes to
arise clearly from the multiple license regime and
the admissibility conditions provided by Law
No. 26,522.

On February 18, 2014, the Company was
served with AFSCA Resolution No. 193/2014
whereby AFSCA’s Board of Directors declared
that the proposal submitted by Grupo Clarín
S.A., Arte Radiotelevisivo Argentino S.A.,
Radio Mitre S.A. and Cablevisión S.A. was
formally admissible. Pursuant to the same
Resolution, AFSCA provided that the term of
one hundred eighty (180) calendar days
set forth under Section 8 of the Rules for the
Management and Procedures Relating to
Voluntary Proposals established by Resolution
No. 2,205/AFSCA/12 would be counted
as from the moment the parties were served
notice of this Resolution. On that same
date, the Company’s Board of Directors took
notice of AFSCA Resolution No. 193/2014.

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In the recitals of AFSCA Resolution No.
193/2014 which declared the proposal submitted
formally admissible, AFSCA stated that
the withdrawal of claims made under File No.
21,788/08, as well as those made under the
proposal submitted by Cablevisión, were now
embedded in the process provided under Section
161 of Law No. 26,522. Accordingly, they are
deemed to be approved within the framework of
the proposal that was declared formally admissible.

On February 18, 2014 the Company’s Board of
Directors called an Extraordinary Shareholders’
Meeting to be held on March 20, 2014 in
order to consider the following points of the
agenda: 1) Appointment of two (2) shareholders
to draft and sign the meeting minutes; 2)
Consider AFSCA Resolution No. 193/2014; 3)
Instruction to the Board of Directors to begin
with the implementation of the Proposal,
including the proposal of those transactions and
corporate reorganizations required to such end;
4) Approval of the work done by the Task
Force created to conform the Company to the
Audiovisual Communication Services Law.
Granting of attorney powers to act before Courts
of Justice and the relevant oversight agencies;
5) Appointment of representatives of the
Company to vote in favor of the Proposal at
the subsidiaries’ Shareholders’ Meetings.

On March 20, 2014, the Company’s
Shareholders held a General Extraordinary
Shareholders’ Meeting at which they decided
(i) to approve formally in its entirety the
Proposal submitted by the Company, which was
declared formally admissible under AFSCA
Resolution No. 193/2014, (ii) to authorize and
instruct the Board of Directors to begin with
the tasks for the implementation of the
Proposal so that they can implement it within
the 180-day term set by AFSCA Resolution
No. 193/2014, or, if possible, before the
end of such term, (iii) to grant the Board of
Directors the broadest powers to consider,
manage and submit to competent authorities
all the required authorizations for the operations
and/or corporate reorganizations as the
Board may deem most appropriate and/or
convenient according to the circumstances for
the implementation of the Proposal and,
(iv) to appoint representatives of the Company
to vote in favor of the Proposal at the
subsidiaries’ Shareholders’ Meetings with the
broadest powers.

On April 16, 2014, Grupo Clarín made a filing
before AFSCA to request the suspension
and/or extension of the 180-day term set under
AFSCA Resolution No. 193/2014 to implement
the Proposal until the conditions precedent
described in the Proposal (including the repeal
of MEyFP Resolution No. 113/10 and SCI
Resolution No. 1011/09 by the Ministry
of Economy and the Secretariat of Domestic
Trade and the approval of the merger between
Cablevisión and Multicanal by the CNV)
have been met, and until the proposals filed by
TELEFE, PRISA and TELECENTRO have
been reviewed and decided upon.

Pursuant to Note No.
263/AFSCA/DGAJyR/SGAJ/2014, AFSCA
notified the Company and Cablevisión that
based on the report issued by the Compliance
and Transfer Division and on the opinion issued
by the Permanent Legal Service AFSCA had
rejected the request for the suspension and/or
extension of the term established for the
implementation of the Proposal, which had been
filed on April 16, 2014.

At the meeting held on April 25, 2014, the
Board of Directors of Grupo Clarín took notice
of the letters sent by ELHN Grupo Clarín
New York Trust, HHM Grupo Clarín New York
Trust, LRP Grupo Clarín New York Trust,
Aranlú S.A. and José Antonio Aranda, whereby
they requested the Company to analyze the
feasibility of a spinoff of Grupo Clarín into two
public entities, one that would maintain Unit I
and the other would maintain Unit II, as
defined in the Proposal. As decided at that Board
Meeting, if this transaction should be selected as
the alternative to consummate the Proposal,
Grupo Clarín would also have to proceed with
the sale of Units III, IV, V and VI, thus
mitigating the negative effects of the Company
conforming to the Audiovisual Communication
Services Law for minority shareholders.

On May 13, 2014, the Company’s Board of
Directors approved the spinoff of the Company
under the terms described in the spinoff
prospectus. The spinoff is one of the alternatives
that the Company was forced to analyze and
project to eventually submit to its shareholders
for the purpose of complying with the
Proposal considered by the shareholders at the
Shareholders’ Meeting of Grupo Clarín S.A.
held on March 20, 2014, and declared formally

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admissible by AFSCA on February 18, 2014.
The spinoff is subject to the Prior Regulatory
Authorizations, as defined in the above-
mentioned prospectus.

The main premises of the spinoff financial
statements prepared by the Company in
accordance with the spinoff described in the
Proposal were the following: (A) Grupo Clarín
S.A. will be the surviving company and, as
such, it will retain all the assets, liabilities, equity,
rights and obligations that are not allocated to
other units; Grupo Clarín will continue to make
public offering of its shares although as a result
of the spinoff it will reduce its capital stock
to reflect the equity impact of the spun-off
assets, liabilities and equity. This will not entail
any changes in terms of pro rata interest for any
of the holders of the shares traded on stock
exchanges. Grupo Clarín will retain its interest
in the Business Units that are outside the scope
of the Audiovisual Communication Services
Law; (B) Unit II will receive, as a result
of the spinoff of Grupo Clarín S.A., the assets
identified to that effect in the Proposal (in
summary, an indirect interest in Cablevisión S.A.
with all the assets, liabilities, rights and
obligations that are not spun off from that
company). It will request authorization to be
admitted to the public offering regime and
authorization for the trading of the shares that
will be received by the current holders of shares
issued by Grupo Clarín that are traded on
stock exchanges; (C) once (i) the Company has
obtained the Prior Regulatory Authorizations
(as defined in Grupo Clarín S.A.’s spinoff
prospectus), (ii) the spinoff has been registered,
(iii) the Spun-off Company has been registered
with the IGJ and, (iv) the spun-off company
has been admitted to the public offering regime,
Grupo Clarín will reduce its capital stock
affecting all shareholders in each class of shares,
and the spun-off company will issue in
exchange a set of new shares of the same classes
as those issued by Grupo Clarín according to
the following “exchange ratio”: 1 current
share of Grupo Clarín S.A. will be equivalent
to 0.3896 shares of Grupo Clarín S.A. (post
spinoff ), and (ii) 0.6104 new shares of the
spun-off company. (D) The other Units (III, IV,
V and VI) identified in the Proposal will not
be spun off, but will be offered for sale to third
parties by Grupo Clarín or a subsidiary that is
the direct holder of the equity that makes up the
respective unit. As stated in the Company’s

spinoff prospectus, the “Spinoff Date” will be
the date on which the last of the following
authorizations and/or filings has been obtained
and/or made (as appropriate): (i) Prior
Regulatory Authorizations (as defined in the
Section “Regulatory Authorizations” of the
Prospectus), (ii) registration of the spinoff before
the IGJ, or (iii) registration of Cablevisión
Holding S.A.’s incorporation before the IGJ.
Cablevisión Holding S.A. will begin to operate
on its own on the first day of the month
following the expiration of the 30-day term
counted as from the Spinoff Date (the
“Operations Transfer Date”). The Spinoff will
produce accounting effects as from the
Operations Transfer Date.

The Board of Directors of Cablevisión S.A.
moved forward with the tasks for the
implementation of the Proposal submitted
by that company and decided on May 13, 2014
to approve the spinoff proposal and formally
request the CNV’s administrative approval
of its spinoff into three different independent
companies, the consequent reduction of its
equity and the amendment of its bylaws. The
Board of Directors of Cablevisión also approved
the special spinoff balance sheet and the spinoff
prospectus prepared for such purpose. The spinoff
is subject to the Prior Regulatory Authorizations,
as defined in the spinoff prospectus.

On May 14, 2014, the Company requested
from the CNV, within the above-mentioned
scope, the administrative approval of its spinoff
and submitted the spinoff prospectus, which had
been approved by its Directors at the meeting
held on the previous day. The Company decided
to send a letter to all the shareholders who had
signed the letters detailed in the Minutes of
the Board of Directors’ Meeting dated April 25,
2014, as well as to the holder of the Class C
shares, requesting that they expressly inform the
Company how they will comply fully with
the Audiovisual Communication Services Law
(with respect to Unit 1 and Unit 2) if the
Proposal should be implemented through the
spinoff described above.

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According to those letters, if the Proposal were
to be implemented using the spinoff option,
said shareholders would carry out the necessary
transactions so that (i) the direct and indirect
shareholders of Grupo Clarín S.A. (post spinoff )
will be Aranlú S.A., José Antonio Aranda
and LRP Grupo Clarín New York Trust, and
(ii) the direct and indirect shareholders of
the spun-off company, Cablevisión Holding
S.A., will be HHM Grupo Clarín New
York Trust and ELHN Grupo Clarín New York
Trust. In their respective letters, GS Unidos
LLC and its owner, Mr. Ralph H. Booth II,
have stated their intention to cooperate with
the Company in the implementation of
the Proposal and, particularly, in the possible
spinoff. To that end, if the Proposal were
to be implemented using the spinoff option
and subject to the approval of the regulatory
authorities that may eventually correspond,
Mr. Ralph H. Booth II has undertaken to reach
an agreement with an unrelated third party
so that they may carry out the transactions
that may be necessary to cause the split of GS
Unidos LLC and reach the following shareholder
structure for all of the Class C shares of
Grupo Clarín (post Spinoff ) and of the spun-off
company: (i) the holder of all of the Class C
shares of Grupo Clarín (post spinoff ) shall
be the existing company GS Unidos LLC, which
by that time will be owned by an unrelated
third party assignee; (ii) the holder of all of the
Class C shares of Cablevisión Holding S.A.,
the company spun-off from Grupo Clarín S.A.,
shall be a new limited liability company
incorporated in the United States of America,
which will be owned directly or indirectly by
Ralph H. Booth II.

On May 15, 2014, the Company notified
AFSCA that on May 14, 2014 it had made
a filing with the CNV requesting the CNV’s
administrative approval of the Company’s spinoff
process.

Also on May 15, 2014, Cablevisión made
a filing before AFSCA in order to:
i) prove before such Agency that on May 14,
2014 it had made a filing before the
CNV requesting the administrative approval
of the spinoff process required for the
implementation of the Proposal; and
ii) request its authorization for the amendment
of the Bylaws of Cablevisión, pursuant to
Section 25 of Law No. 26,522.

On May 16, 2014 and on June 15, 2014, and
pursuant to Section 27 of the Audiovisual
Communication Services Law, the Company
made a filing before AFSCA in order to notify
that agency of the new shareholder structure
of (i) the Company, (ii) its controlling company,
GC Dominio S.A., (iii) Cablevisión Holding
S.A., the company to be spun off from Grupo
Clarín S.A. and (iv) the controlling company
of the latter, and indirect controlling company
of Cablevisión, CV Dominio S.A., which will
result if the spinoff informed on May 15, 2014
were to occur.

On May 28, 2014, the Company made a filing
before AFSCA in order to notify that agency
that it had received an Irrevocable Offer from
Messrs. Gerardo Martí Casadevall and
Christophe DiFalco for the acquisition of a given
number of shares of Cablevisión such that, upon
consummation of the spin-off of Cablevisión, the
offerors will be entitled to receive sixty percent
(60%) of the shares to be issued by Cablevisión
Spinoff 2 (Unit III under the Proposal).

On June 25, 2014, the Company, ARTEAR,
Radio Mitre and Cablevisión received a
Note from AFSCA communicating a series of
considerations about: a) the administrative
approval requested from the CNV of the spinoff
process of the Company and Cablevisión, and b)
the authorization requested for the amendment
of the Bylaws of Cablevisión. In such note,
AFSCA: i) informed that it had taken notice
of the request for administrative approval filed
with the CNV of both spinoff processes; ii)
made certain observations regarding the proposal
to amend Cablevisión’s Bylaws; iii) stated that
it understood that Cablevisión would be liable
for any and all acts and any contingency arising
from those acts until the date of the approval
to be granted by AFSCA for the transfers in
favor of the spun-off companies and not as from
the date of consummation of those transfers;
iv) stated that it would review the bylaws
of the spun-off companies; v) stated that it
would consider the requested approval once the
Company and Cablevisión had informed:
v.1.) whether the shareholders had approved the
proposed spinoffs and v.2.) the names of the
final shareholders of those companies, as well
as those of the spun-off companies. It also
stated that at such time, it would also analyze
the Filings made in connection with
the possible composition of the proposed

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Audiovisual Communication Service Units;
and vi) mentioned that the Company,
Cablevisión and the companies to be created
under the spinoff must be absolutely
independent and unrelated among each other,
without any common shareholders of any type.

On June 30, 2014, the Company and
Cablevisión, made a filing before AFSCA in
order to respond to the note dated June 25,
2014. The companies informed AFSCA
that: i) Cablevisión would comply with the
observations made on some of the proposed
changes to its bylaws, and that it would
reformulate the proposed bylaws subject to the
approval of the shareholders; ii) once approved
by the shareholders of Cablevisión, it would file
the proposed bylaws for each of the companies
to be spun off from Cablevisión, which must
necessarily be identical to Cablevisión’s own
bylaws, iii) once the companies to be spun off,
which will have new shareholders subject to
AFSCA’s prior approval, as appropriate, have
been registered, Cablevisión cannot continue
to be held liable for the acts of the spun off
companies and/or related contingencies, because
Cablevisión had undertaken before AFSCA
to comply with the requirement of absolute
independence among Cablevisión and the spun-
off companies; iv) the Company and Cablevisión
had undertaken to inform within the shortest
possible time the decisions rendered by their
shareholders at Shareholders’ Meetings; and v)
compliance with approval conditions to be met
by the Company had been acknowledged by
that Agency. The Company and Cablevisión
reaffirmed their commitment under the Proposal
in connection with the independence between
the Company and its spun-off company and
among Cablevisión and its spun-off companies,
except with respect to the Company’s minority
holders of Class B shares that are listed and
traded on the Buenos Aires Stock Exchange
(BCBA, for its Spanish acronym) and on the
London Stock Exchange (LSE) in the
understanding that the shares that trade freely
on stock exchanges are outside the scope
of the restrictions imposed under the new legal
framework.

shareholders at the respective Shareholders’
Meetings in order to carry out the reorganization
and the transfer of licenses, assets, liabilities and
operations to third parties, which must then
receive final approval from AFSCA by means of
an act that declares that the process has been
duly completed.

For that reason, the Company made various
fillings before the different entities/
governmental agencies that must intervene
in the implementation of the proposal, according
to the following detail:
• Ministry of Economy;
• Secretariat of Trade;
• Comisión Nacional de Defensa de la
Competencia (National Antitrust Commission);
• Argentine Securities Commission;
• Argentine Secretariat of Communications;
• Before AFSCA, informing the above-
mentioned filings.

Within the framework of the process to conform
the Company to the Audiovisual Communication
Services Law, the Company also requested
that agency to grant service authorization and
the extension of the licenses held by Radio
Mitre S.A. corresponding to: AM Córdoba,
FM Mendoza, FM Tucumán, and FM Santa Fe.

Cablevisión made filings before AFSCA in
which it reserved its rights and made statements
in connection with the interpretation of certain
recitals of Resolution No. 193/AFSCA/2014
regarding the decisions rendered on:
• The radio-electric link subscription television
services that will be discontinued as a result of
the reorganization;
• The portion of radio-electric spectrum that
will be accumulated provisionally to the radio-
electric services selected in certain locations.
• The statement about the maintenance of the
registration of the signal METRO by
Cablevisión S.A.
• Rectification of the proposal originally
submitted regarding the services rendered in
Necochea, La Dulce, Lobería, Monte de los
Gauchos, Godoy and Rawson, in Cablevisión S.A.

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Pursuant to Note No.
263/AFSCA/DGAJyR/SGAJ/2014, AFSCA
informed Cablevisión that AFSCA’s Board
had approved the amendments proposed
by that company to the Proposal with respect
to Necochea, La Dulce, Lobería, Monte
de los Gauchos, Godoy and Rawson.
The Company obtained from the subsidiaries
of Cablevisión S.A. a confirmation of
Cablevisión’s proposal filed by the Company,
and provided evidence of such circumstance
to AFSCA pursuant to AFSCA Resolution
No. 193/2014. The ratifications reported as of
the closing date of these financial statements
correspond to the following companies:
• Tres Arroyos Televisora Color S.A.;
• Indio Rico Cable Color S.A.;
• Copetonas Video Cable S.A.;
• Cable Video Sur S.A. (under reorganization);
• Dorrego Televisión S.A.;
• Wolves Televisión S.A.

The proposal submitted by Cablevisión
was approved by La Capital Cable S.A. and
Otamendi Cable Color S.A. As of the date
of these financial statements, no filing was made
in connection with these approvals before
AFSCA. Cablevisión has carried out all necessary
proceedings in order to obtain the approval
of the Proposal from Teledifusora San Miguel
Arcángel S.A. and Ver TV S.A.

On June 30, 2014, the shareholders of
Cablevisión approved that company’s partial
spinoff under the terms described in the spinoff
prospectus submitted by Cablevisión before the
CNV in compliance with applicable legislation
for (i) the creation with a portion of the equity
subject to the spinoff, of two companies whose
corporate names will be Compañía Argentina
de Cable S.A. and Compañía Inversora de Redes
S.A.; (ii) the merger of a portion of the spun-off
equity with La Capital Cable S.A. and (iii) the
merger of a portion of the spun-off equity with
Tres Arroyos Televisora Color S.A.

prospectus filed by Grupo Clarín with the
CNV in accordance with applicable legislation
and which was published in the BCBA’s Daily
Bulletin and in the CNV’s Financial Information
Highway, (iii) the reduction of the Company’s
capital stock as a consequence of the approved
partial spinoff, (iv) the reduction in the amount
of the capital stock that is authorized for public
offering and listing on the Buenos Aires Stock
Exchange and the London Stock Exchange,
(v) the amendment of Articles 4, 5, 16, 21 and
24 of the Company’s Bylaws under the terms
established in the spinoff prospectus, (vi) the
deletion of Article 27 of the Company’s current
Bylaws, and (vii) the performance of the Task
Force Created to Implement the Proposal as
from the Extraordinary Shareholders’ Meeting
held on March 20, 2014 and up to that date,
and granted such Task Force the broadest powers
to consider, manage and submit to competent
authorities all the required authorizations for the
implementation of the Proposal.

As of the date of these financial statements,
the Company has published the corresponding
spinoff notices pursuant to Section 88 of the
Argentine Business Associations Law. Two
objections were filed against the spinoff, which
were duly dismissed. Notwithstanding the
foregoing, as of the date of these financial
statements, the Company has not yet issued the
public deeds relating to the spinoff and to the
creation of the spun-off companies because
the prior regulatory authorizations have not been
granted as provided under its spinoff prospectus.

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the Company as if it had been reformulated.
The Company would then submit the matter to
the shareholders so that, with AFSCA’s answer,
they may consider the irrevocable offers received
for the sale of shares and/or assets that make
up Unit IV under the Proposal, and the
irrevocable offer for the acquisition of the shares
of Cuyo Televisión S.A., if any shall exist as of
the date on which the shareholders’ meeting is
scheduled to resume.

The main terms and conditions of the offers
approved by the shareholders at the
Extraordinary Shareholders’ Meeting held on
June 30, 2014 are the following:

• The irrevocable offer received for the
acquisition of Unit III under the Proposal. The
irrevocable offer approved by the shareholders
for the acquisition of Unit III under the Proposal
was made by Messrs. Gerardo Martí Casadevall
and Christophe DiFalco (the Investors).
The offer contemplated the acquisition, on the
Closing Date, defined as the date that occurs
10 business days immediately after the date on
which all of the conditions precedent have
been fulfilled and until December 31, 2014
unless such deadline should be extended by both
investors and/or by Grupo Clarín and Fintech
until no later than March 31, 2015, from one
or more companies controlled by the Company,
of a given number of shares of Cablevisión S.A.
such that, upon consummation of the spin-off of
Cablevisión S.A., the Investors will be entitled to
receive 60% of the shares to be issued by
Cablevisión Spinoff 2. The Offer is subject to
the condition that it also include minority equity
interests in La Capital Cable S.A., Tres Arroyos
Televisora Color S.A., Teledifusora San Miguel
Arcángel S.A. and AVC Continente Audiovisual
S.A., and Televisora Privada del Oeste S.A.
Simultaneously with this Irrevocable Offer, the
Investors have sent Fintech Advisory Inc. an
irrevocable offer in terms substantially similar
to those of the Offer, for the Investors to
acquire all of the capital stock of a new limited
liability company to be incorporated in the
State of Delaware, United States of America,
that will own approximately 40% of the shares
to be issued by Cablevisión Spinoff 2.
The implementation and effective closing of
the transaction described under the Irrevocable
Offer -including the payment of the offered
price and the transfer of the shares of
Cablevisión S.A. to the Investors- is subject to

the following Conditions Precedent set forth
under the Offer, including the final approval to
be granted by AFSCA. The purchase price
established in the Irrevocable Offer is of a)
USD 28,200,000, for the 60% participation
owned by the Company. The price will be paid
as follows: a) USD 8,460,000 on the
Closing Date, in United States Dollars, and
b) the balance shall be paid by means of a
promissory note to be issued by the Investors
and to be delivered on the Closing Date for
USD 19,740,000 under the terms described in
Exhibit III to the Offer. The conditions that
were negotiated include: A purchase option,
transferrable to third parties, over the assets sold
for a term of 7 years, a percentage of the sale
price upon the occurrence of any liquidity event,
also in favor of the seller, and a transferrable
right of first refusal, which will allow the
Company to match any offer that the purchasers
might receive in the future -conditions that
will allow the current shareholders to recover a
portion of the future value.

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Service is of Ps. 1,000,000 (One Million Pesos),
payable as follows: (i) Ps. 100,000 (One
Hundred Thousand Pesos) as Advance Payment,
within 5 (five) business days after receipt by
the Offeror of the notice of pre-acceptance of
the Offer; (ii) Ps. 75,000 (Seventy Five
Thousand Pesos) on the Closing date, and
(iii) the balance of Ps. 825,000 (Eight Hundred
Twenty Five Thousand Pesos) shall be payable
with 11 (eleven) equal, monthly and consecutive
checks. On June 30, 2014, Radio Mitre sent
to the Offeror the notice of pre-acceptance of
the Offer. Finally, on July 1, 2014 Radio Mitre
S.A. notified the Offeror of the acceptance of
the Offer, stating that even though its acceptance
of the Offer was binding both on Radio Mitre
and the Offeror, its execution was subject to the
effective occurrence of the conditions precedent
indicated in the Offer. (B) Firm and Irrevocable
Offer for the acquisition of the Sound Frequency
Modulation Broadcasting Service in Santa Fe:
Its main terms and conditions are the
following: (I) Offeror: PRENSA Y MEDIOS
SANTAFESINOS DEL SUR S.A. The
assignment, sale and transfer of the Santa Fe
Broadcasting Service will be subject (condition
precedent) to the fulfillment on or before
December 31, 2014 -or upon expiration of any
extension of this term- of all of the conditions
precedent contained in the offer, among others,
that AFSCA and the other oversight agencies
that may correspond approve the assignment,
sale and transfer of the Santa Fe Broadcasting
Service, including but not limited to the
approval of the admissibility conditions of the
Offerors required by the Audiovisual
Communication Services Law to be a licensee of
the audiovisual communication service that is
the subject matter of the Offer. The Price offered
for the Assignment of the Santa Fe Broadcasting
Service is of USD 150,000 (One Hundred
Fifty Thousand US Dollars), payable as follows:
(i) USD37,500 (Thirty Seven Thousand Five
Hundred US Dollars) as Advance Payment,
within 5 (five) business days after receipt by the
Offeror of notice of pre-acceptance of the Offer,
and (ii) the balance of USD112,500 (One
Hundred Twelve Thousand Five Hundred US
Dollars) on the Closing date. On June 30, 2014,
Radio Mitre sent to the Offeror the notice of
pre-acceptance of the Offer. Finally, on July 1,
2014 Radio Mitre S.A. notified the Offeror
of the acceptance of the Offer, stating that even
though its acceptance of the Offer was binding
both on Radio Mitre and the Offeror, its

execution was subject to the effective occurrence
of the conditions precedent indicated in the
Offer. (C) Firm and Irrevocable Offer for the
acquisition of the Sound Frequency Modulation
Broadcasting Service in San Carlos de Bariloche;
the main terms and conditions are the following:
(I) the offer letter was sent by SALTAVIOLETA
S.R.L. The assignment, sale and transfer
of the Bariloche Broadcasting Service will be
subject to the fulfillment on or before December
31, 2014 -or upon expiration of any extension
of this term- of all of the conditions precedent
contained in the offer, among them, that
AFSCA and the other oversight agencies that
may correspond, approve the assignment,
sale and transfer of the Bariloche Broadcasting
Service, including but not limited to the
approval of the admissibility conditions of the
Offerors required by the Audiovisual
Communication Services Law to be a licensee
of the audiovisual communication service
that is the subject matter of the Offer. The Price
offered for the Assignment of the Bariloche
Broadcasting Service is of USD 75,000 (Seventy
Five Thousand US Dollars) (the “Price”),
payable as follows: (i) USD18,750 (Eighteen
Thousand Seven Hundred Fifty US Dollars)
as Advance Payment, within 5 (five) business
days after receipt by the Offeror of the notice of
pre-acceptance of the Offer, and (ii) the balance
of USD56,250 (Fifty Six Thousand Two
Hundred Fifty US Dollars) on the Closing date.
On June 30, 2014, Radio Mitre sent to the
Offeror the notice of pre-acceptance of the
Offer. Finally, on July 1, 2014 Radio Mitre S.A.
notified the Offeror of the acceptance of the
Offer, stating that even though its acceptance of
the Offer was binding both on Radio Mitre
and the Offeror, its execution was subject to
the effective occurrence of the conditions
precedent indicated in the Offer and (D) Firm
and Irrevocable Offer for the acquisition of
the Sound Frequency Modulation Broadcasting
Service in Bahía Blanca. Its main terms and
conditions are the following: The offer letter
was sent by Mr. Marcelo González, who made a
binding, firm and irrevocable offer for the
acquisition of the Sound Frequency Modulation
Broadcasting Service identified with the
distinctive signal “LRI436”, Category “D”
to operate in the frequency 96.5 Mhz, Channel
243, in the city of Bahía Blanca, Province of
Buenos Aires, the ownership of which in favor
of RMSA was confirmed under Resolution
No. 0741-COMFER/00. The assignment, sale

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and transfer of the Bahía Blanca Broadcasting
Service will be subject (condition precedent)
to the fulfillment on or before December 31,
2014 -or upon expiration of any extension
of this term- of all of the conditions precedent
contained in the offer, among them, that
AFSCA and the other oversight agencies
that may correspond approve the assignment,
sale and transfer of the Bahía Blanca
Broadcasting Service, including but not limited
to the approval of the admissibility conditions
of the Offerors required by the Audiovisual
Communication Services Law to be a licensee
of the audiovisual communication service
that is the subject matter of the Offer. The Price
offered for the Assignment of the Bahía
Blanca Broadcasting Service is of USD 50,000
(Fifty Thousand US Dollars), payable as follows:
(i) USD12,500 (Twelve Thousand Five Hundred
US Dollars) as Advance Payment, within 5
(five) business days after receipt by the Offeror
of the notice of pre-acceptance of the Offer, and
(ii) the balance of USD37,500 (Thirty Seven
Thousand Five Hundred US Dollars) on the
Closing date. On June 30, 2014, Radio Mitre
S.A. sent to the Offeror the notice of pre-
acceptance of the Offer. Finally, on July 1, 2014
Radio Mitre S.A. notified the Offeror of the
acceptance of the Offer, stating that even though
its acceptance of the Offer was binding both on
Radio Mitre S.A. and the Offeror, its execution
was subject to the effective occurrence of the
conditions precedent indicated in the Offer.
With regard to the above-mentioned offers, in
July 2014 the offerors paid Radio Mitre the
advances that were agreed in connection with
the transfers of the frequencies of San Miguel de
Tucumán, Bahía Blanca and Santa Fe.

Broadcasting Service will be subject (as condition
precedent) to the fulfillment on or before
December 31, 2014-or upon expiration of any
extension of this term, should Bariloche
TV extend it for up to 180 days-of all of the
following Conditions Precedent: (i) that AFSCA
and the other oversight agencies that may
correspond approve the assignment, sale and
transfer of the Bariloche Broadcasting Service,
including but not limited to the approval of the
admissibility conditions of the Offeror; and
(ii) that as of the Closing Date there are no laws
and/or administrative and/or court orders
restraining, prohibiting, amending, altering,
conditioning or rendering illegal the assignment,
sale and transfer of the Bariloche Broadcasting
Service under the conditions set forth in the
Offer. (III) The Offer shall remain effective from
June 24, 2014 through August 20, 2014 (the
"Offer Period"), notwithstanding which, if on
or before that date Bariloche TV should
communicate to the Offeror that the Offer has
been considered admissible by the Board of
Directors of Grupo Clarín S.A. and pre-accepted
for the purpose of its subsequent treatment at
the shareholders’ meeting of Grupo Clarín S.A.
that will consider and decide on the manner,
form and conditions for the implementation
of the Proposal (the "Pre-Acceptance"), the Offer
shall be automatically extended for an additional
period that will expire 10 (ten) business days
after the close of the above-mentioned
Shareholders’ Meeting of Grupo Clarín S.A.
(IV) The Offer shall be deemed accepted by
Bariloche TV if the shareholders of Grupo
Clarín S.A., at the abovementioned shareholders’
meeting, should decide within the Offer Period
to accept the Offer definitively, and Bariloche
TV should send the Offeror written notice
stating unequivocally its intention to assign, sell
and transfer to the Offeror the Bariloche
Broadcasting Service under the terms and
conditions of the Offer (the "Acceptance"). As
from Acceptance, this Offer will be binding
on both Bariloche TV and the Offeror and its
execution will only be subject to the effective
occurrence of the Conditions Precedent.
At closing, the parties shall execute all the final
instruments required to consummate the
assignment, sale and transfer of the Bariloche
Broadcasting Service. (V) Within 10 (ten) days
as from the Acceptance, the Offeror undertakes
to create a company for the purpose of acquiring
the Bariloche Broadcasting Service. (VI) If the
Offer should be accepted as of the Closing Date,

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Bariloche TV and the Offeror shall perform
the acts required to execute a firm agreement on
the assignment, sale and transfer of the Bariloche
Broadcasting Service in favor of the Offeror
in accordance with the terms and conditions
of the Offer (the “Assignment”). (VII) The Price
offered for the Assignment of the Bariloche
Broadcasting Service is of Ps. 450,000 (Four
Hundred Fifty Thousand Pesos) (the “Price”),
payable as follows: (i) Ps. 149,985 (One Hundred
Forty Nine Thousand Nine Hundred Eighty Five
Pesos) as initial price, on the Closing date, and
(ii) Ps. 300,015 (Three Hundred Thousand
Fifteen Pesos), which shall be converted into US
Dollars at the official offer exchange rate quoted
by Banco Nación on the day immediately
preceding the Closing date (the "Price Balance"),
and shall be paid in 2 (two) equal installments
of Ps. 115,007.50 each -with no interest- which
shall be payable upon 12 (twelve) and 18
(eighteen) months as from Closing date. The
Offeror may cancel such installments in Pesos,
at the official offer exchange rate quoted by
Banco Nación on the day immediately preceding
the payment date. The Price Balance shall be
guaranteed by the Offeror by the issuance and
delivery to Bariloche TV, on the Closing date, of
2 (two) promissory notes. (VIII) The Offer sets
as closing date the tenth business day as from
the fulfillment of the last of all Conditions
Precedent (the "Closing"), at the time and place
that Bariloche TV shall notify the Offeror in
writing, to carry out the acts necessary to execute
the Assignment of the Bariloche Broadcasting
Service. (IX) The Assignment of the Bariloche
Broadcasting Service shall be executed in the
economic, financial, equity, tax, legal and
regulatory conditions in which such service is at
Closing Date. (X) The Offeror undertakes to
carry out at its own risk, within applicable terms,
all the notices and/or filings with the authorities
or governmental agencies that may be necessary
(especially with AFSCA) on account of or
in connection with the Offer. On July 1, 2014,
Bariloche TV notified Mr. Francisco Alejo
Quiñonero of the acceptance of the Offer, stating
that as from the Acceptance, the Offer was
binding both on the company and the Offeror,
and its execution was only subject to the effective
occurrence of the conditions precedent indicated
in the Offer. The parties shall, at Closing, execute
all the final instruments required to consummate
the assignment, sale and transfer of the sound
broadcasting service subject matter of the Offer.

• The terms and conditions of the Irrevocable
Offer for the acquisition of the shares of TELBA
are the following: (I) the letter was sent to
ARTEAR and GC Minor S.A. by Mr. Francisco
Alejo Quiñonero, who made a binding, firm
and irrevocable Offer to acquire the following
equity interests in TELBA: (i) 156,624
registered, non endorsable, common shares with
a nominal value of Ps. 0.0001 and entitled
to one vote per share, representing 99.9994%
of the capital stock and votes of TELBA owned
by ARTEAR, and in the same proportion the
political and economic rights inherent to such
shares (the “ARTEAR Shares”), and (ii) 1 (one)
registered, non endorsable, common share with
a nominal value of Ps. 0.0001 and entitled to
one vote per share, representing 0.0006% of the
capital stock and votes of TELBA owned by GC
Minor, and in the same proportion the political
and economic rights inherent to such shares.
The assignment, sale and transfer of the Shares
shall be subject to the approval by AFSCA and
by other oversight agencies that may correspond
on or before December 31, 2014 of the transfer
of the Shares subject matter of the Offer; and
to the absence as of the Closing Date of any
laws and/or administrative and/or court orders
restraining, prohibiting or rendering illegal
the transfer of the Shares under the conditions
set forth under the Offer (the “Conditions
Precedent”). On July 1, 2014, ARTEAR and GC
Minor notified Mr. Francisco Alejo Quiñonero
of the acceptance of the Offer, stating that as
from the Acceptance, the Offer was binding
on ARTEAR, GC Minor and the Offeror, and
its execution was only subject to the effective
occurrence of the conditions precedent indicated
in the Offer. The parties shall, at Closing,
execute all the final instruments required to
consummate the assignment, sale and transfer of
the Shares of TELBA. The Price offered for
the Purchase of the Shares of TELBA is of
Ps. 5,000,000 (Five Million Pesos) (the “Price”),
payable as follows: (i) Ps. 1,666,500 (One
Million Six Hundred Sixty Six Thousand Five
Hundred Pesos), at Closing; and (ii) the balance
of Ps. 3,333,500 (Three Million Three Hundred
Thirty Three Thousand Five Hundred Pesos)
shall be converted into US Dollars at the
official offer exchange rate quoted by Banco de
la Nación Argentina on the Closing date (the
“Purchase Price Balance”), and shall be settled as
follows: (i) 50% (fifty per cent) of the Purchase
Price Balance shall be settled upon 12 (twelve)
months as from Closing date, and (ii) the

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remaining 50% (fifty per cent) of the Purchase
Price Balance shall be settled upon 18 (eighteen)
months as from Closing date. Although the
Purchase Price Balance has been agreed in US
Dollars, the Offeror may settle the Purchase
Price Balance in pesos, or any currency that may
replace the Argentine peso, at the official offer
exchange quoted by Banco de la Nación
Argentina. The Purchase Price Balance shall be
guaranteed by the Offeror by the issuance
and delivery to ARTEAR and GC Minor, on
the Closing date, of 2 (two) promissory notes.
The Purchase of the Shares of TELBA shall
be executed in the economic, financial, equity,
tax, legal and regulatory conditions in
which such shares and TELBA are at Closing.
Additionally, the Purchase shall be, with respect
to ARTEAR and GC Minor, free and clear
of any responsibility arising from the existence
of any liabilities arising prior to the Closing date
and not disclosed in the Financial Statements
of TELBA. Also, at Closing, the Offeror
shall grant ARTEAR and GC Minor and/or a
designee of ARTEAR and GC Minor,
irrevocably and firmly: the exclusive, firm and
irrevocable right, but not the obligation, to opt
for the purchase of the Shares of TELBA (the
“Right of Option”); and the right of first refusal
to acquire, exclusively and with priority the
Shares of TELBA with respect to any third party
(the "Right of First Refusal"), subject to the
terms and conditions established in the Offer.

As decided by the shareholders, on July 1, 2014
(Filing No. 13,291-AFSCA/14), the Company
appeared before AFSCA and requested
that agency to ratify that the limitations under
Subsection 3 of Section 45 apply only to
audiovisual communication service licensees
that are holders of the registered title of cable
television signals and not to its shareholders
and/or holders of the registered title of cable
television signals (when the latter are not
licensees). The Company also stated that if
that agency were to confirm the Company’s
interpretation, then the Proposal should be
deemed reformulated and/or partially amended
based on any such precedents and on the
principle of equality taking into account
the reservation of rights under the Company’s
Proposal.

On July 10, 2014, AFSCA served the Company
and ARTEAR with Notice 130 AFSCA/14
whereby, in response to the note submitted by

both companies on July 1, 2014, that agency
stated that in the opinion of AFSCA’s Permanent
Legal Service, the request made by both
companies entailed a material amendment of
the Proposal, and therefore AFSCA rejected
the requested reformulation and/or amendment
of the Proposal because it considered that the
procedural stage for such amendments had
concluded. That agency also stated, prima facie,
that the precedents mentioned by both
companies regarding the signals were not
applicable to the case under review.

On July 11, 2014, when the shareholders of
the Company resumed the Shareholders’
Meeting that had been adjourned on June 30,
2014, the shareholders approved (i) the firm
and irrevocable Alternative Offer of 34 South
Media LLC for Unit IV under the Proposal,
which was considered by the Company’s Board
of Directors on the same date, and instructed
the Board of Directors, in light of the response
received from AFSCA, to carry out all the
necessary steps to comply with the Proposal
and to bring the administrative and legal actions
required to best safeguard the interests of the
Company and (ii) the Irrevocable Offer for the
acquisition of the shares of Cuyo Televisión S.A.
(which make up Unit VI under the Proposal)
owned by Diario Los Andes Hermanos Calle S.A.,
which had been considered by the Company’s
Board of Directors on the same date.

The main terms and conditions of the offers
approved by the shareholders at the meeting
held on July 11, 2014 to resume the
Extraordinary Shareholders’ Meeting that had
been adjourned until that date on June 30,
2014 are the following:

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Satelital S.A, currently owned by ARTEAR. The
trust will be managed by an independent trustee,
which will be appointed by Grupo Clarín S.A.,
GC Minor S.A. and 34 South Media LLC
by mutual agreement. The trustee will carry
out its duties based on management and
administration rules or a manual to be defined
by mutual agreement among Grupo Clarín S.A.,
GC Minor S.A. and 34 South Media LLC at
the creation of the Trust. The main purpose of
the trust will be to preserve the value of the
assets held in trust in case the Company decides
to bring legal actions to safeguard its rights. The
beneficiaries of the trust will be Grupo Clarín
S.A., GC Minor S.A. or 34 South Media LLC,
to which the trustee will transfer as appropriate
the ownership of the property held in trust.
The trustee will transfer all the Shares of IESA
applying the following criteria: 1st) in favor
of 34 South Media LLC if Grupo Clarín S.A.
should be forced to divest of Unit IV, within 10
days as from the fulfillment of the Conditions
Precedent (as defined below) or the setting of
the Price, whichever occurs last (the “Closing”),
or 2nd) in favor of Grupo Clarín S.A. and GC
Minor S.A. if Grupo Clarín S.A. should not be
forced to divest of Unit IV, within 10 days as
from the final decision rendered in any actions
brought by the Company. Prior to Closing,
the parties will set the price that the offerors
shall pay to the assignors for the Shares of
IESA according to the following procedure:
The offerors will offer the assignors an aggregate
price for the Shares of IESA (hereinafter, the
“Offered Price”). If the assignors do not accept
the Offered Price, they may entrust Banco
Santander or Banco Itaú, at the sole discretion of
the assignors, with the valuation of the Shares of
IESA, or they may appoint any other appraiser
by mutual agreement among the parties at the
request of the assignors. The appraiser will carry
out its duty within thirty calendar days as from
its designation and shall notify by certifiable
means the result of the valuation to all the
parties involved. The valuation method will be
determined by the designated appraiser. Once
the parties have been notified by certifiable
means of the price resulting from the valuation
under the stipulated procedure (hereinafter, the
“Appraised Price”), the following procedure
will be followed: 1) If the Offered Price should
be lower than the Appraised Price, the offerors
will acquire the Shares of IESA at the Offered
Price + [(Appraised Price – Offered Price) / 2]).
2) If the Offered Price should be higher than

the Appraised Price, the Price to be paid by the
offerors to the assignors for the Shares of IESA
shall be: Appraised Price + [(Offered Price –
Appraised Price ) / 2]). The costs and expenses
incurred as a result of the valuation stipulated
in this clause will be exclusively and equally
borne by the assignors and the offerors. After the
final Sale Price has been agreed upon or set,
the transaction will be implemented at Closing,
which will take place on the date and at the
place indicated by the assignors. The price to be
paid by the offerors will be paid as follows:
30% at Closing and the balance in three equal,
annual and consecutive installments counted as
from Closing. The fulfillment of the obligations
undertaken by the parties at Closing, including
the payment of the Price by the offerors to the
assignors and the transfer of the Shares of IESA
by the trust to the offerors, will be subject to
the fulfillment of all of the following conditions
(individually and collectively, hereinafter the
“Conditions Precedent”): 1) That –where
necessary- AFSCA and other oversight agencies
that may correspond approve the transfer of
Shares of IESA and other assets subject matter
of this agreement in favor of the offerors; and
2) that there are no laws and/or administrative
and/or court orders restraining, prohibiting,
amending, altering, conditioning or rendering
illegal the transfer of the Shares of IESA and
other assets subject matter of this agreement.

• The main terms and conditions of the
Irrevocable Offer for the acquisition of the
shares of Cuyo Televisión S.A. (CUTESA)
owned by Diario Los Andes Hermanos Calle
S.A. are the following: The offer was sent by
Messrs. Silvina Claudia Alonso, Mariano
Germán Alonso and Gabriela Cecilia Alonso
(the “Assignees”) to acquire from Diario Los
Andes, all the rights and actions it has over
36,000 shares representing 9% of the capital
stock and votes of CUTESA. As from the notice
of acceptance of the offer, it will be binding on
both Diario Los Andes and on the Assignors
and its execution will only be subject to the
effective occurrence of the conditions precedent
mentioned in the offer. At closing, the parties
shall execute all the final instruments required to
consummate the assignment of the rights over
the shares of CUTESA. The price offered for the
assignment, sale and transfer of the rights over
the shares of CUTESA is Ps. 17,000,000 payable
by the Assignees to Diario Los Andes as
follows: Ps. 15,000,000 on the closing date,

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Ps. 2,000,000 equal to 6,000 seconds of prime
time advertising in CUTESA provided that
such advertising seconds may be used by Diario
Los Andes or the members of the same
economic group within 5 years as from Closing.
Notwithstanding the foregoing, the Assignees
will pay to Diario Los Andes an additional
Ps. 5,000,000 (the “Contingent Price Balance”),
subject to the condition precedent that upon
the expiration of the current term of the license
-which would expire on November 24, 2017-,
CUTESA be legally authorized to continue
exploiting the television broadcast service in the
City of Mendoza on account of an extension
or renewal of the license under any title or cause,
or that CUTESA continue to exploit the service,
in which case the Assignees shall pay to Diario
Los Andes the Contingent Price Balance
under the conditions mentioned in the Offer.
If exploitation of the service was maintained
during only part of a given period, the Assignees
shall pay to Diario Los Andes the Contingent
Price Balance pro rata, based on the duration
of the service. In order to guarantee the payment
of the price (and if applicable the Contingent
Price Balance) to Diario Los Andes, the
Assignees shall be jointly and severally liable for,
and shall be unrestricted guarantors of all the
obligations undertaken by the Assignees with
respect to the payment of the price balance.
The profits generated by CUTESA during the
years 2013 and 2014 (in this case on a pro rata
basis until the closing date) will be approved
by the Assignees as dividends in favor of Diario
Los Andes within the legal terms and payable
by CUTESA to Diario Los Andes within ten
working days as from their approval.

On July 22, 2014, the Company and
ARTEAR made a filing with AFSCA in order to
request that agency to disregard the erroneous
considerations contained in Opinion No.
001028-AFSCA/DGAJ and dismiss all the
decisions rendered by the areas of AFSCA stated
in Minutes No. 51 of AFSCA, which were served
on the Company and ARTEAR on July 11,
2014, and to consider the Proposal reformulated
and/or amended under the terms indicated by
the Company and ARTEAR in their note dated
July 1, 2014 (Proceeding No. 13291-AFSCA/14).

On July 24, 2014, Grupo Clarín S.A. made a
filing before AFSCA in order to notify that
agency that the shareholders of the Company, in
connection with the implementation of the

Proposal that was declared formally admissible
pursuant to Resolution No. 193/AFSCA/2014,
had approved: i) the proposal for the partial
spinoff of Grupo Clarín S.A. and the consequent
creation of a new company; ii) the irrevocable
offer received by Grupo Clarín S.A. for
the acquisition of a given number of shares of
Cablevisión such that its acquirer will become
holder of Cablevisión Spinoff 2, i.e. Unit III
under the Proposal; iii) the transfer of the assets
owned by ARTEAR allocated to Unit IV in
favor of IESA and the irrevocable offer to
transfer the equity interests owned by Grupo
Clarín S.A. and GC Minor S.A. in IESA in
favor of a trust to be created; iv) the irrevocable
offers received by Radio Mitre S.A. for the
sale of the assets that make up Unit V; and v)
the irrevocable offers received by ARTEAR and
Diario Los Andes Hermanos Calle S.A. for the
sale of the assets that make up Unit VI.

Also on July 24, 2014, Cablevisión made a
filing with AFSCA in order to notify that agency
that on June 30, 2014, the shareholders of
Cablevisión, at that Company’s Extraordinary
Shareholders’ Meeting, had unanimously
approved: i) the proposal for the partial spinoff
of that company that had been duly informed
to AFSCA; ii) the partial amendment of
Cablevisión’s bylaws, which contemplates the
observations made by AFSCA; iii) the creation
of two new companies with a portion of the
equity subject to the spinoff; iv) the merger of a
portion of the equity subject to the spinoff with
Tres Arroyos Televisora Color S.A., Indio Rico
Cable Color S.A., Copetonas Video Cable S.A.,
Dorrego Televisión S.A., Cable Video Sur S.A.
(under reorganization), and v) the merger of a
portion of the equity subject to the spinoff with
La Capital Cable S.A. and Otamendi Cable Color
S.A. In the same filing, the Company attached
the Bylaws of the companies to be spun off.

On July 25, 2014, the Company made a filing
with AFSCA in order to notify that agency that
its shareholders at the Extraordinary Shareholders’
Meeting held on June 30, 2014, its shareholders
had approved the irrevocable offer received
from Messrs. Martí Casadevall and Christophe
DiFalco for the acquisition of a number of shares
of Cablevisión such that, upon consummation
of the spin-off of Cablevisión, the offerors will be
entitled to receive sixty percent (60%) of the
shares to be issued by Cablevisión Spinoff 2
(Unit III under the Proposal).

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On August 11, 2014, Cablevisión requested
the SECOM to register the telecommunications
licenses directly or indirectly owned by
Cablevisión under the name of the surviving
company in accordance with the procedure to
conform the Company to the Audiovisual
Communication Services Law No. 26,522.

On August 13, 2014, AFSCA notified Grupo
Clarín, Cablevisión, ARTEAR and Radio
Mitre of Resolution No. 902/AFSCA/2014.
The Resolution rejects a request for the partial
amendment of the proposal filed by Grupo
Clarín and ARTEAR, relating to the divestment
of assets owned directly by the latter. The
Resolution also compels Grupo Clarín, ARTEAR,
Radio Mitre and Cablevisión to ratify their
intention to fulfill, with no changes, the
Proposal that was declared formally admissible
pursuant to Resolution No. 193/AFSCA/2014
in the terms in which it was admitted. That
agency also stated that failure to do so would
be sanctioned pursuant to Section 21 of
Law No. 19,549, which provides that
the Administration may declare unilaterally the
lapsing of an administrative act when the
interested party does not fulfill the conditions
set forth under such act, provided that the
Administration shall have previously declared
the interested party delinquent and granted
a reasonable supplementary term to remedy its
non-compliance.

On August 15, 2014, 34 South Media LLC
requested Grupo Clarín and GC Minor to
reconsider the Original Offer submitted
on June 26, 2014, i.e. the transfer of the shares
representing 100% of IESA’s capital stock in
favor of 34 South Media LLC, including
all of the assets that make up Unit IV. 34 South
Media LLC also stated that in the event of
acceptance of the Original Offer, Mr. Miguel
El Haiek would acquire the minority interest in
IESA that may be necessary for regulatory
purposes in order to comply with the
requirement of a plurality of shareholders
established under Law No. 19,550. Therefore,
on August 15, 2014, the Board of Directors
of Grupo Clarín held a meeting to take note of
Resolution No. 902/AFSCA/2014 and to
consider the note sent by 34 South Media LLC,
whereby the latter offered Grupo Clarín and
GC Minor the possibility of reconsidering and
accepting the Original Offer submitted on
June 26, 2014. At such meeting of the Board

of Directors, taking into consideration the
evident arbitrariness with which AFSCA decides
and behaves in connection with Grupo Clarín
and its subsidiaries, the Board decided to accept
the Original Offer submitted by 34 South Media
LLC, stating its acceptance in writing in order
to, in this way, transfer Unit IV under the
Proposal to 34 South Media LLC. Consequently,
the Alternative Offer that had been approved
by the shareholders at the Shareholders’ Meeting
of Grupo Clarín that had been resumed after
its adjournment, was rendered without effect.
At the same Meeting, the Board decided to call
a new Extraordinary Shareholders’ Meeting
of Grupo Clarín in order for the shareholders
to ratify the decision of the Board of Directors
in connection with the acceptance of the original
Offer. Also on August 15, 2014, the Board of
Directors of GC Minor decided to approve
the Original Offer submitted by 34 South Media
LLC. Finally, also on August 15, 2014, Grupo
Clarín and GC Minor notified 34 South Media
LLC and Mr. Miguel El Haiek of the acceptance
of the Original Offer, which therefore became
binding on all the parties involved.

On August 15, 2014, ARTEAR and Grupo
Clarín S.A. made a filing with AFSCA in order
to inform and certify: (i) the acceptance of the
offer for the 100% equity interest held by
ARTEAR and GC Minor S.A. in Teledifusora
Bahiense S.A., owner of LU 81 TV Canal 7 of
Bahía Blanca. They requested AFSCA to render
a preliminary decision about the admissibility
conditions of the Offerors to proceed without
further delay with its effective transfer, and
(ii) the transfer by ARTEAR of 24.999613%
of the shares of Canal Rural Satelital S.A. in
favor of IESA. They also requested that agency
to acknowledge the new shareholder structure
of Canal Rural Satelital S.A. in conformity with
Decree No. 904/2010.

On August 19, 2014, ARTEAR and Grupo
Clarín S.A. made a filing with AFSCA in
order to inform and certify the transfer of the
signals El Trece Satelital, Volver, Quiero mi
Música en mi Idioma and Magazine by ARTEAR
in favor of IESA and requested that agency
to acknowledge the new ownership of those
registered signals. The accepted Offer also
provides for the execution of content supply
agreements whereby the parties agreed on
a consideration that is calculated in every case
based on a percentage of the revenues generated

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by the commercialization of the transferred
cable television signals, with an established
minimum consideration.

On September 2, 2014 the term for the
Company’s creditors to exercise their rights to
object to the spinoff expired. Notwithstanding
the above, as of the date of these financial
statements, the Company has not yet issued the
public deeds relating to the spinoff and to
the creation of the spun-off companies because
the prior regulatory authorizations have not been
granted as provided under its spinoff prospectus.

On September 19, 2014, the Company,
Cablevisión, ARTEAR and Radio Mitre
were served with Note No.
640 AFSCA/DGAJyR/SGAJ/DAyT/14,
which stated that the analysis of the Company’s
filings yielded prima facie evidence of the
existence of corporate relationships between

Audiovisual Communication Service Units
No. 1 and No. 2 due to the fact that
some of the proposed trustees are individuals
who are related to each other through
companies, thus verifying relationships among
them that could generate undue concentration
practices, which would lead to a joint
management of Units No. 1 and No. 2.
Therefore, AFSCA granted those companies a
term of 10 (ten) days to allege and provide
evidence of the factual and legal circumstances
that may disprove the existence of the above-
mentioned relationships, the joint management
of the trusts and, therefore, the breach of
the antitrust and deconcentration principles
provided under Law No. 26,522.

On September 22, 2014, at the General
Extraordinary Shareholders’ Meeting, the
shareholders of the Company decided to ratify
all the decisions adopted by the Board of
Directors of the Company on August 15, 2014
in connection with the acceptance of the firm
and irrevocable offer to purchase the shares
and signals that make up Unit IV under the
Proposal received from 34 South Media LLC,
and consequently, to revoke the decision
approved under point 5 of the Agenda of the
General Extraordinary Shareholders’ Meeting
held on June 30, 2014 and resumed on July 11,
2014 after its adjournment.

On October 6, 2014, the Company made a filing
with AFSCA in response to the request made by
that agency. The Company requested that agency
to dismiss without further formalities Notes
No. 640/AFSCA/DGAJ yR/SGAJ/DAyT/2014
and DAEYP No. 92 for being premature and
manifestly inappropriate and therefore absolutely
null and void. The Company also requested that
AFSCA consider the explanations provided in
response to its observations and compel the other
intervening authorities to carry out the necessary
administrative acts to enable the final completion
of the procedure to conform the Company to
the Audiovisual Communication Services Law.
The Company also informed that agency of the
decision of the controlling shareholders to change
the proposed trustees who had been challenged
by that agency, reiterating that, in the Company’s
understanding, the trustees proposed in the event
that the spinoff of Grupo Clarín should be
finally approved and implemented, would largely
comply with the Audiovisual Communication
Services Law.

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On October 9, 2014, AFSCA notified
the Company, ARTEAR, Radio Mitre and
Cablevisión of AFSCA Resolution No.
1,121/2014 whereby it decided to (i) reject the
spinoff project of the Company, the spinoff
project of Cablevisión, the formation of the
foreign trusts and the transfers proposed
by the Company, ARTEAR, Radio Mitre and
Cablevisión, (ii) initiate the Ex Officio
Transfer procedure pursuant to Section 1,
subsection a) of Annex I of AFSCA Resolution
No. 2206/2012, (iii) compel the Company,
ARTEAR, Radio Mitre and Cablevisión to
expressly inform, in the form of an affidavit—
attaching the corresponding supporting and
evidentiary documentation—within a term of
fifteen (15) days, whether all of the services and
registrations detailed in the list disclosed under
Annex III of Action No. 22,253 AFSCA/13
are owned and/or exploited by said companies,
indicating, where appropriate, which of those
services and registrations are not owned by them
and/or are not exploited by them; failure to do
so will be sanctioned pursuant to Section 5 of
Annex I of AFSCA Resolution No. 2206/2012;
(iv) compel the Company, ARTEAR, Radio
Mitre and Cablevisión to expressly inform,
in the form of an affidavit—attaching the
supporting and evidentiary documentation—
within a term of fifteen (15) days, the detail of
any licenses owned or exploited by such
companies that may not have been included
under Annex III of Action No.
22,253-AFSCA/13; failure to do so will be
sanctioned pursuant to Section 5 of Annex I of
AFSCA Resolution No. 2206/2012; (v) compel
the Company, ARTEAR, Radio Mitre and
Cablevisión to expressly inform, in the form
of an affidavit, within a term of fifteen (15)
days, the assets related to each license and/or
services that do not appear on the list identified
as “list of assets related to the service”, also
indicating whether or not the inclusion of any
such assets may not be appropriate; failure
to do so will be sanctioned pursuant to Section
5 of Annex I of AFSCA Resolution No.
2206/2012 and (vi) request in due time the
intervention of the Court of Appraisals of
Argentina, submitting to that Agency the
information related to the services, detailed
registrations and the essential assets related
to them, and especially the agreements and assets
contributed by the Company, for the purposes
provided under Section 3, Subsection c), Annex
I of AFSCA Resolution No. 2206/2012.

AFSCA Resolution No. 1121/2014 is
absolutely null and void because it was issued
in manifest and public violation of the due
process of law and inaudita parte, without
notifying the Company, ARTEAR, Cablevisión
and Radio Mitre of the alleged facts and/or
non-compliances that grounded such resolution.

AFSCA seeks to ground its Resolution No.
1121/2014 in two alleged failures to comply
with the Proposal: i) the corporate relationship
and/or joint management of the business
units to be created and ii) the alleged failure to
comply with the committed divestitures. The
companies mentioned by AFSCA as companies
whose ownership and/or management would
generate, in the Enforcement Authority’s
judgment, corporate relationships with the
companies that submitted the proposal, i.e. the
Company, ARTEAR, Radio Mitre and
Cablevisión, (a) do not have any corporate
relationship with any of those companies and,
pursuant to Section 27 of the Audiovisual
Communication Services Law, do not control
and are not controlled by any of those
companies, (b) therefore, neither the Company,
nor ARTEAR, Radio Mitre or Cablevisión
was ever required to disclose those companies
in the Proposal. No such obligation arises from
the application of the law or from the
application of the regulations issued by AFSCA
itself. Moreover, the companies mentioned by
AFSCA do not result in the creation vertical
or horizontal integration processes with any of
the companies involved in the proposal, and
do not infringe the multiple license regime
provided under Section 45 of the Audiovisual
Communication Services Law. Under the
application of the Audiovisual Communication
Services Law or its regulations, the Company,
ARTEAR, Radio Mitre and Cablevisión are not
required to identify and/or disclose information
about any other company and/or venture
that is not directly or indirectly related to the
exploitation of audiovisual communication
services identified at the time the Proposal was
submitted. The AFSCA also states in its
Resolution that the transactions proposed to
divest of certain assets in Units 3, 4, 5 and 6
include provisions that would allow the
Company to “recover its companies” and would
prevent the prospective buyers from exercising
their full ownership rights over such companies.
AFSCA has allowed in other precedents
identical rights, without considering them as

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events of non-compliance with the Audiovisual
Communication Services Law. The transfer of
the full ownership over the transferred assets may
not be doubted, because the transfer agreement
specifically provides for the acquisition of
those assets by a third party in exchange for the
payment of a sum of money, and in addition
to the transfer of the equity interests, the
Company loses its exposure, or right, over the
variable returns generated by those assets
as well as the ability to affect those returns.

Given the evident infringement of the
guarantees of due process and defense in court,
the Company, ARTEAR, Radio Mitre and
Cablevisión requested the recusation of the
AFSCA Directors who, without having read the
internal opinions issued in this regard and even
when this was not an item of the agenda,
approved AFSCA Resolution No. 1121/2014,
as well as the public officials who were actively
involved in the process.

By means of Decree No. 1942/2014, the
National Executive Branch decided to dismiss
the recusation requested by the Company.

Subsequently, on October 28, 2014, the
Company, Cablevisión, ARTEAR and Radio
Mitre made a filing with AFSCA in order
to request that agency to dismiss all the decisions
rendered by the intervening Areas within the
framework of Opinion No. 001488-DGAJyR/14
and to declare the nullity of AFSCA Resolution
No. 1121/2014. As of the date of these
financial statements, AFSCA has not rendered a
decision on the above-mentioned filing.

On October 31, 2014, Federal Civil and
Commercial Court No. 1 granted an
interim injunction (medida precautelar) in
re "GRUPO CLARÍN v. NATIONAL
GOVERNMENT re/ Incidental procedure
relating to appeal", whereby the court ordered
the National Government and AFSCA “to
abstain from performing, directly or through
third parties, any action in connection with
the ex officio transfer procedure until a decision
is rendered with respect to the injunction
requested by the Company”. The Company
informed AFSCA of such decision through a
Notarial Certificate on the very same date,
October 31, 2014. Therefore, the Company is
not under an obligation to respond to the
requests provided under Sections 3, 4 and 5 of

Resolution No. 1,121/AFSCA/2014 as long
as the interim injunction is in effect.

After being served with AFSCA Resolution
No. 2,276/AFSCA/2012, the claimants had
requested an injunction in re “GRUPO
CLARÍN v. NATIONAL GOVERNMENT
re/ Incidental procedure relating to appeal"
ordering the suspension of the application of
point b), Subsection 3, Section 161 of Decree
No. 1,225/2010, of Section C “Ex officio
transfer”, of Chapter III, Annex I, of AFSCA
Resolution No. 297/2010, and of the ex officio
transfer procedure provided under Annex I, of
AFSCA Resolution No. 2,206/2012, and
ordering AFSCA to abstain from: i) transferring
ex officio the broadcasting licenses exploited
by the claimants, ii) declaring the expiration of
their licenses as a consequence of the failure to
transfer such licenses ex officio and/or the breach
of the challenged laws and iii) ordering the
intervention and/or any other measure that may
prevent the Company’s normal management
and the rendering of the audiovisual and internet
access services until a final decision is rendered
in the case. The purpose of the incidental
procedure relating to appeal was to request the
declaration of unconstitutionality of: 1) point
b), Subsection 3, Section 161 of Decree No.
1,225/2010; 2) point 1 of Chapter 1 of AFSCA
Resolution No. 297/2010, which provides
for a term of thirty days to submit a proposal to
conform the Company to the Audiovisual
Communication Services Law; 3) Section C
“Ex officio transfer”, of Chapter III, Annex I,
of AFSCA Resolution No. 297/2010;
4) the first paragraph of Section 43 of Decree
No. 1,225/2010; and 5) AFSCA Resolution
No. 2,206/2012 to the extent it amends and
regulates, in its Annex I, the ex officio transfer
procedure for licenses and the essential assets
related thereto. Given the fact that Resolution
No. 2,276/12, which had also ordered
the ex-officio forced divestiture procedure,
was revoked by AFSCA after the Proposal had
been submitted, an interim injunction was
granted only after the claimants were served
notice of AFSCA Resolution No. 1,121/2014.

In view of the serious irregularities mentioned
above, upon a request made by Grupo
Clarín, ARTEAR and Radio Mitre in re
“GRUPO CLARÍN S.A. and Other v.
National Government and Other on Merely
Declarative Action on Motion for appeal”

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(File 7,263/2013/1), on December 9, 2014,
the National Court of First Instance on Federal
Civil and Commercial Matters No. 1,
Clerk’s Office No. 1, granted, an injunction
that suspended the effects of Resolution No.
1,121/AFSCA/2014 for a term of six months.
This injunction has the same purpose as
the above-mentioned interim injunction. Both
AFSCA and the National Government were
served with this decision and they both filed an
appeal. The appeals were substantiated and
the file is now pending before Chamber No. 1
of the National Court of Appeals on Federal
Civil and Commercial Matters, which shall
render a decision on the appeals.

On February 20, 2015, the Company was
served notice of the decision rendered by
the National Court of Appeals on Federal Civil
and Commercial Matters, Chamber No. 1,
whereby, on February 19, 2015, it confirmed the
decision rendered by the Court of Federal Civil
and Commercial Matters No. 1 in re “GRUPO
CLARÍN v. NATIONAL GOVERNMENT
re Incidental Procedure.”

The Company, Radio Mitre, ARTEAR and
Cablevisión believe that they have executed the
Proposal that was declared formally admissible
pursuant to Resolution No. 193, fully in
accordance with the commitment undertaken
by them and in compliance with the applicable
regulatory framework, and consider that
Resolution No. 1,121/AFSCA/2014 is evidently
arbitrary and inappropriate and infringes the
constitutional guarantees of due process
and defense in court. The procedure to approve
such Resolution had serious irregularities
and gross and malicious errors relating to the
interpretation and application of effective
legislation, inevitably rendering such Resolution
null and void. For those reasons, the affected
companies requested the Resolution’s
nullification before an administrative court
and will resort to all available judicial remedies
to have such Resolution declared null and
void in order to satisfactorily implement the
Proposal to which they have committed.

December 31, 2014, and also considering
the effectiveness of all the Irrevocable Offers
for the acquisition of Units No. 3, 4, 5 and
6 under the Proposal approved by the
shareholders, the Board of Directors of Grupo
Clarín instructed the members of the Task Force
Created to Implement the Proposal to make
their best efforts to extend the accepted Offers
until a final and firm decision is rendered on
the claim brought by the Company.

Therefore—and given AFSCA’s arbitrary and
discriminatory decisions and the Company’s
understanding that AFSCA made an
unconstitutional application of Sections 45, 48
and 161 of Law No. 26,522, of Decree No.
1,225/10 and of the implementing regulations
issued pursuant to AFSCA Resolutions Nos.
297/2010 and 2,206/2012—on March 5, 2015,
the Company broadened the scope of the claim
filed in re “GRUPO CLARÍN v. NATIONAL
GOVERNMENT on Incidental Procedure”
(File 7,263/2012)”, and requested the judge to:
(i) declare that AFSCA’s enforcement of
Sections 45, 48 and 161 of the LSCA on the
claimants through AFSCA Resolution No.
1,121/14 is unconstitutional and infringes the
right to freedom of the press, property, equality
before the law, due process, defense in court and
the principle of reasonableness with which those
powers must necessarily be exercised, and that,
if necessary, each and every resolution related to
this unconstitutional enforcement, in particular
AFSCA Resolution No. 1,121/14, is illegitimate
and null and void; (ii) order claimants to comply
with the legitimate legal obligation to conform
to the LSCA, voluntarily applying the criteria
adopted by AFSCA on other proposals and
to order AFSCA to refrain from discriminating
against the claimants in the consideration of
their proposal to conform to the license regime
provided under Section 45 of Law No. 26,522
and to comply with the conditions established
in Recital 74 of the Supreme Court’s decision
in re “Grupo Clarín and Other v. National
Government on Incidental Procedure” for the
application of Law No. 26,522; and, (iii) order
the National Government to carry out each
and every act required to implement the
proposal submitted by the claimants that were
identified in the Proposal. As of the date of
these financial statements, the Company and its
legal advisors cannot provide assurance about
the effects that this situation may have on the
Company and its Proposal. Notwithstanding the

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foregoing, the Task Force Created to Implement
the Proposal continues to carry out the actions
required to implement the Proposal as duly filed.

c) Pursuant to Resolution No. 432/2011,
AFSCA approved new bidding terms
and conditions for the granting of licenses for
physical link television services.

As a consequence of the issuance of AFSCA
Resolution No. 193/2014, on March 12, 2014,
Cablevisión purchased Bidding Forms to
apply for certain licenses, in cases in which,
as a consequence of the license consolidation
process that was implemented, locations
that used to be authorized as area extensions
must now become license headends as a result
of the reorganization, and also in the cases
in which the original term had fully expired.

d) It should be noted that Cablevisión complied
with AFSCA Resolution No. 296/2010, as
amended and/or supplemented. This resolution
provides guidelines for the organization of the
programming grids that must be followed
by the owners of pay TV audiovisual services.
This resolution regulates section 65, subsections
a) and b) of Law No. 26,522. The Resolution
supplements the provisions of the regulations to
the same section of Decree No. 1,225/2010.
Cablevisión believes that both the provisions
of Decree No. 1,225/2010 and AFSCA
Resolution No. 296/2010, as amended and/or
supplemented, are regulatory abuses and violate
the right to freedom of the press, guaranteed
by the National Constitution.

In spite of Cablevisión’s efforts to organize
its programming grids in accordance with the
provisions of section 65 of Law No. 26,522,
AFSCA has initiated multiple summary
proceedings in connection with the cable
television licenses of which Cablevisión is the
lawful successor. AFSCA contends that
Cablevisión failed to comply with the regulations
set forth by AFSCA Resolution No. 296/2010.
Cablevisión submitted the responses set forth
under section 1, Exhibit II of AFSCA Resolution
No. 224/2010 in connection with such
accusations. A decision has been rendered on
some of the summary proceedings and, as a
result, a fine was imposed on Cablevisión.
Cablevisión has appealed these decisions. Some
of the appeals filed by Cablevisión have been
decided against it and have again been appealed.

Insofar as Cablevisión is concerned, as of the
date of these financial statements, an
injunction issued in re “CABLEVISIÓN S.A.
v. NATIONAL GOVERNMENT AND
OTHERS ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” by the Federal Court of Appeals
of the City of Mar del Plata, whereby that Court
revoked the decision rendered in the First
Instance, remains in full force and effect. The
decision rendered in the First Instance had
ordered the dismissal of Cablevisión’s request.
The Court of Appeals ordered AFSCA to
suspend – until a final decision was rendered on
the matter – the application of the penalties
derived from the alleged non-compliance with
section 65 of Law No. 26,522 and Decree No.
1,225/2010. It also suspended the application
of section 6 of AFSCA Resolution No. 296/2010
on the grounds that Cablevisión’s alleged serious
non-compliance was not contemplated in the
Law or in the Decree. The National Government
filed an appeal with the Supreme Court against
this decision. Such appeal is still pending
resolution.

In re “AFSCA v. CABLEVISION SA Decree
1225/10 – RES. 296/10 on/ Proceeding leading
to a declaratory judgment” currently pending
before the Federal Court of First Instance on
Administrative Matters No. 9, on May 16, 2012
the Court granted an injunction that had been
requested by AFSCA, ordering Cablevisión
and/or the pay television audiovisual services
it exploits, to conform to Section 65, paragraph
3 b) of Decree No. 1225/2010 and Sections 1,
2, 3, 4 and 5 of AFSCA Resolution No.
296/2010, until a final judgment is rendered
on the merits of the case. Cablevisión has
appealed such injunction.

On August 6, 2012, Cablevisión was
served notice of a decision rendered by the
Federal Court of First Instance on
Administrative Matters No. 9 of the City of
Buenos Aires, whereby that court imposed
a fine on Cablevisión of Ps. 20,000 per day for
each day of delay in complying with the
injunction that ordered Cablevisión to comply
with Section 65 of Decree No. 1225/2010
and AFSCA Resolution No. 296/2010.
Cablevisión filed an appeal against that decision
in due time and form. However, the Court
of Appeals ignored the strong grounds asserted
by Cablevisión; partially confirmed the decision

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rendered in the first instance; and reduced
the fine to Ps. 2,000 per day for each day of
delay, to be calculated as from the date the
decision is deemed final. An appeal was filed
to have the case heard by the Supreme
Court of Argentina, which was dismissed
by the intervening Chamber. Cablevisión filed
a direct appeal with the Supreme Court,
which was also dismissed.

On October 21, 2013 Cablevisión was served
with new charges brought for alleged breach
of AFSCA Resolution No. 296/2010.
These charges are in clear breach of the above-
mentioned injunction. Cablevisión filed a
response, but no decision has been rendered
on the matter yet.

e) Between September and October 2011,
AFSCA brought 46 charges of delegation of the
exploitation of several licenses of which
Cablevisión is currently the legal successor.
The charges were brought within the framework
of COMFER file No. 2,005/08, relating to the
registration of the corporate reorganization
whereby Multicanal and Teledigital, among other
subsidiaries, merged into Cablevisión. Cablevisión
has submitted the appropriate responses on
behalf of the merged licensees charged as
indicated above. To date, such responses have not
been decided upon. Cablevisión believes it has
strong grounds to reverse the charges brought by
administrative and/or judicial means. As of the
date of these financial statements, the responses
submitted are still pending resolution.

f) On August 21, 2013, AFSCA issued
Resolution No. 979/AFSCA/2013 whereby it
partially regulated Section 67 of the Audiovisual
Communication Services Law, ordering the
licensees governed by such provision, including
broadcast television signals and subscription
television signals, to report in the form of
an affidavit the list of national feature films and
telefilms for which they have acquired
broadcasting rights, and ordering that these
films be broadcast in conformity with Section 67

of the Audiovisual Communication Services
Law. For that purpose, AFSCA created a form
of affidavit that must be filed during the first
quarter of each calendar year with respect to the
preceding calendar year, so that the affidavits
may be used to keep a record, together with an
on-line record, of each company’s compliance
with that provision. Even though Section 67 of
the Audiovisual Communication Services Law
which sets screen quotas may be deemed
unreasonable and, therefore, unconstitutional,
and that the online form that AFSCA must
make available to licensees has not yet been
created, the Company has started to acquire the
rights required by this law to broadcast such
films and telefilms.

g) Finally, we refer to Resolution No.
1,329/AFSCA/2014, which amends Resolution
No. 1,047/AFSCA/2014, whereby the AFSCA
approved the National Standard for Terrestrial
and Broadcast Digital Television Audiovisual
Communication Services, and to Decree No.
2,456/2014, which approves the National Digital
Audiovisual Communication Services Plan.
Both the Resolution and the Decree are manifestly
contrary to Law No. 26,522, which has higher
hierarchy, because they contradict the rights of
the current licensees of broadcast television
services, including ARTEAR and the subsidiaries
that exploit broadcast television services.

Through this legal framework, which was
subsequently supplemented by Resolution
No. 24/AFSCA/2015, which approved the
Technical Plan for Terrestrial Digital Television
Frequencies for important areas of the national
territory, and Resolution No. 35/AFSCA/2015
(among others) which allocated a digital
television station on a permanent basis to the
current licensees of analog broadcast stations
in order to develop their transition to
digital technology, the rights of the current
broadcast television licensees are infringed.
These rights should be preserved intact as
established under Law No. 26,522, which has
higher hierarchy. The main effect of these
regulations, among their identifiable technical
effects, is that the current broadcast television
licensees that obtained their licenses pursuant to
Law No. 22,285 will have to bear additional
charges and obligations which include, among
other things, multiplexing and broadcasting on
their own responsibility other broadcast
television stations.

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A scenario different from the one considered
by the Company and its subsidiaries, additional
limitations to those contemplated in its
voluntary proposal to conform the Company to
the Audiovisual Communication Services Law,
the evolution of the legal and administrative
actions brought or that may be brought and/or a
forced divestiture process, may give rise to
different results and, eventually, adverse
consequences. As
of the date of these financial statements and given
the current uncertainties regarding the effective
evolution of the process of conforming the
Company and its subsidiaries to the Audiovisual
Communication Services Law, the existing
restrictions imposed by the regulatory framework,
the outcome of the legal and administrative
actions brought or that may be brought and the
conditions in which these processes will be
effectively carried out, the Company cannot
provide assurance about the results of that process.

Therefore, at present this situation generates
uncertainties about the Company’s business,
which could significantly affect the recoverability
of the Company’s relevant assets and therefore,
the parent company only financial statements
taken as a whole.

It should be noted that the decision rendered
by the Supreme Court of Argentina on
October 29, 2013 expressly states the claimant
companies’ right to claim economic damages
caused to the Company and its subsidiaries
as a consequence of the reorganization
required to conform to the law. Accordingly,
under the proposal submitted to AFSCA
on November 4, 2013 the Company expressly
reserved its right to bring judicial actions to
claim for those damages.

The decisions made on the basis of these
financial statements should consider the eventual
impact of the above-mentioned situations
described in points a) through g). The financial
statements of the Company and its subsidiaries

should be read in light of these uncertain
circumstances.

The Company will bring the legal actions in each
instance to safeguard its rights, those of its
subsidiaries and those of its shareholders; as well
as to protect the fundamental principles infringed
by the above-mentioned uncertain circumstances.

Other Matters Related to COMFER, now
AFSCA.

Cablevisión
As from November 1, 2002 and until December
31, 2014, COMFER and AFSCA have
initiated summary administrative proceedings
against Cablevisión and Multicanal (merged into
Cablevisión) for infringements of regulations
relating to programming content. Accordingly,
a provision has been set up in this regard.

ARTEAR
As of December 31, 2014, ARTEAR recorded
a provision in the amount of approximately
Ps. 10.7 million for fines imposed by COMFER
and AFSCA, some of which have been appealed
and are pending resolution.

11.2 Telecommunication Services
The regulatory framework of the Argentine
telecommunications sector is undergoing
a process of change. In December 2014,
the Argentine Congress passed Law No. 27,078,
known as the “Digital Argentina Act”, which
partially repealed National Telecommunications
Law No. 19,798. The new law subjects
the effectiveness of Decree No. 764/00, which
deregulated the telecommunications market,
to the enactment of four new sets of rules
that will govern the License, Interconnection,
Universal Service and Radio-electric
Spectrum regimes.

The new law maintains the single country-wide
license scheme and the individual registration
of the services to be rendered, but replaces
the name telecommunication services with
Information and Communications Technology
Services (“TIC Services”, for their Spanish
acronym). Notwithstanding this, the scope
of the licenses originally granted to Cablevisión,
its merged companies and/or subsidiaries
and related companies that exploit
telecommunication licenses and their respective
registrations of services, remain unaltered.

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The licenses will be called “Licencia Única
Argentina Digital” and will allow licensees to
render any telecommunication services to
the public, be they fixed or mobile, wired or
wireless, national or international, with or
without the licensee’s own infrastructure. The
TIC Services registered with the Argentine
Secretariat of Communications under the name
of Cablevisión, its merged companies and/or
subsidiaries and related companies that exploit
telecommunication licenses are the following:
Data Transmission, Paging, Videoconference,
Community Retransmission, Transport of
Broadcast Signals, Value-Added, Radio-Electric
Trunking, Internet Access, Public Telephony,
Local Telephony and National and International
Long-Distance Telephony.

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

Another innovation of the recently enacted
legislation is the creation of a new public
service under the name “Public and Strategic
Infrastructure Access and Use Service for
and among Providers”. The right of access
includes “providers having to make available to
other providers their network elements,
associated facilities or services to render TIC
services, even when such elements are used to
render audiovisual content services.” Under this
scheme, the government seeks to make private
companies that were created and developed in
competition share their networks with other
companies that have not made any investments.

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

Implementing regulations for Law No. 27,078
are still pending. Therefore, the economic
and operational impact that the creation of this
public service may have on Cablevisión,
its merged companies and/or subsidiaries and
related companies cannot be ascertained. The
government has taken no action to apply the new
law because the AFTIC has yet to be organized.

These financial statements should be read in the
light of these circumstances.

Note 12

Capital Stock Structure
Upon the Company’s public offering
during 2007, the capital stock amounted to
Ps. 287,418,584, represented by:

- 75.980.304 Class A common, registered,
non-endorsable shares, with nominal value of
Ps. 1 each and entitled to 5 votes per share.

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- 186,281,411 Class B book-entry common
shares, with nominal value of Ps. 1 each and
entitled to 1 vote per share.

- 25,156,869 Class C common, registered,
non-endorsable shares, with nominal value of
Ps. 1 each and entitled to 1 vote per share.

On October 5 and 11, 2007, the CNV and
BCBA, respectively, granted authorization
for the Company’s admission to the initial public
offering of its capital stock. Said authorizations
contemplated (i) the public offering of its Class
B book-entry common shares, (ii) the listing
of its Class B book-entry common shares, and
(iii) the listing of its registered non-endorsable
Class C common shares, trading of which
was suspended due to restrictions on transfers
set forth by the Bylaws. Also in the last
quarter of 2007, the Company was granted
authorization for the listing of its GDSs
in the LSE. Each GDS represents two of the
Company’s Class B common shares.

Note 13

Long-Term Savings Plan for Employees
During the last quarter of 2007, the Company,
together with its subsidiaries, began to
implement a long-term savings plan for certain
executives (directors and managers comprising
the “executive payroll”), which became effective
in January 2008. Executives who adhere to
such plan undertake to contribute regularly a
portion of their salary (variable within a certain
range, at the employee’s option) to a fund
that will allow them to strengthen their savings
capacity. Each company of the Group where
those executives render services will match
the sum contributed by such executives. This
matching contribution will be added to the
fund raised by the employees. Under certain
conditions, the employees may access such funds
upon termination of their participation in the
long-term savings plan.

Said plan provides for certain special
conditions for those managers who were in the
“executive payroll” before January 1st, 2007.
Such conditions consist of supplementary

contributions made by each company to the
plan related to the executive’s years of service
with the Group. As of December 31, 2014,
such supplementary contributions made by the
Company on a parent company only basis
amount to approximately Ps. 9 million, and the
charge to income is deferred until the retirement
of each executive.

During 2013, and in view of the current
environment, certain changes were made to the
savings system, though maintaining in its
essence the operation mechanism and the main
characteristics with regard to the obligations
undertaken by the company.

Note 14

Financial Instruments

14.1 Financial Risks Management
Grupo Clarín is a party to transactions
involving financial instruments, which entail
exposure to market, currency and interest rate
risks. The management of these risks is based
on the particular analysis of each situation,
taking into account its own estimates and those
made by third parties of the evolution of the
respective factors.

14.1.1 Capital Risk Management
Grupo Clarín manages its capital structure
seeking to ensure its ability to continue as an
ongoing concern, while maximizing the return
to its shareholders through the optimization
of debt and equity balances.

The debt-to-equity ratio for the years ended
December 31, 2014 and 2013 is as follows:

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Loans (i)

Less: Cash and Cash Equivalents

- Cash and Banks

- Other Current Investments

Net Debt

Equity

December 31, 2014

December 31, 2013

231,387

691,884

(5,755,391)

(60,603,314)

(66,127,318)

(7,959,791)-

(149,294,148)

(156,562,055)

5,483,022,374

4,729,908,305

Debt-to-Equity Ratio

(0.01)

(0.03)

(i) Long-term and short-term loans, including
derivatives and financial guarantee agreements.

Since Grupo Clarín is a holding company, the
measurement of this ratio on the Company’s
parent company only balances is not relevant.

14.1.2 Categories of Financial Instruments

Financial Assets
Loans and Receivables (1) (2)
- Cash and Banks

- Current Investments

- Other Receivables

At fair value with an impact on net income

- Current Investments

Total Financial Assets

Financial Liabilities

At amortized cost
- Debt (3)
- Accounts Payable and Other Liabilities (4)
Total Financial Liabilities

(1) Net of the allowance for doubtful accounts
of Ps. 31.3 million and Ps. 28.9 million, as
of December 31, 2014 and 2013, respectively.
(2) Includes receivables with related parties
of Ps. 114.5 million and Ps. 66.6 million, as of
December 31, 2014 and 2013, respectively.
(3) Debts with related parties.
(4) Includes debts with related parties of Ps. 1.8
million and Ps. 1.0 million, respectively, as of
December 31, 2014 and 2013.

December 31, 2014

December 31, 2013

5,755,391

31,382,473

118,899,844

29,220,841

185,258,549

7,959,791

6,774,979

67,291,553

142,519,169

224,545,492

December 31, 2014

December 31, 2013

231,387

38,746,237

38,977,624

691,884

37,471,192

38,163,076

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14.1.3 Objectives of Financial Risk Management
Grupo Clarín monitors and manages the
financial risks related to its operations; these
risks include market risk (including exchange
risk, interest rate risk and equity price risk),
credit risk and liquidity risk.

Grupo Clarín does not enter into financial
instruments for speculative purposes as common
practice. As of December 31, 2014 and 2013,
the Company was not a party to agreements
involving derivatives.

Assets

Current assets

Cash and Banks

Other Investments

Other Receivables

Total Current Assets

Total Assets

14.1.4 Exchange Risk Management
Grupo Clarín enters into foreign currency
transactions; therefore, it is exposed to
fluctuations of exchange rates.

The Company does not currently enter into
foreign exchange hedging transactions to
manage foreign currency fluctuation risk. In
case the Company enters into such transactions,
it cannot assure that those operations will
protect its financial position from the eventual
negative effect of exchange rate fluctuations.

The following table shows the monetary assets
and liabilities denominated in foreign currency
(US dollars) at the closing of the years ended
December 31, 2014 and 2013:

USD

December 31, 2014

December 31, 2013

79,743

6,090,787

395

6,170,925

61,169

20,167,320

20,228,489

Bid/offered exchange rates as of December 31,
2014 and 2013 were of Ps. 8,451 and Ps. 8,551;
and Ps. 6.52 and Ps. 4.92; respectively.

14.1.4.1 Foreign Exchange Sensitivity Analysis
Grupo Clarín is exposed to exchange risk,
mainly with respect to the US dollar.

The Central Bank of Argentina and the
Argentine Federal Revenue Service issued certain
resolutions related to the exchange market,
establishing regulations on the requirements for
accessing such market. These financial
statements have been prepared based on the
assumption that the Company will be able to
access such market in order to purchase the
foreign currency needed to meet its obligations.

The following table shows the Company’s
sensitivity to an increase in the exchange rate of
the US dollar. The sensitivity rate represents
Management’s assessment of the possible
reasonable changes in exchange rates. The
sensitivity analysis only includes the outstanding
monetary items denominated in foreign
currency and adjusts its translation at the end
of the year with a 20% increase in the exchange
rate, assuming that all the remaining variables
remain constant.

Effect in Ps.

December 31, 2014

December 31, 2013

Net Income

10,428,864

26,216,121

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14.1.6 Credit Risk Management
Credit risk is defined as the risk that one of the
parties may breach its contractual obligations,
generating an eventual financial loss for Grupo
Clarín. The Company renders services solely to
companies of the same economic group. The
credit risk on liquid funds is limited due to the
fact that the counterparties are banks with high
credit ratings issued by credit rating agencies.

The following table details the maturities
of the Company’s financial assets as from the
closing of the reporting year. The amounts
disclosed in the table are the undiscounted
contractual cash flows.

December 31, 2014

December 31, 2013

34,976,232

106,684,537

43,597,780

185,258,549

151,213,501

64,039,382

9,292,609

224,545,492

14.1.8 Interest Rate Risk and Liquidity

Risk Table
The following table details the maturities of
the Company’s financial liabilities as from
the closing of the reporting year. The amounts
disclosed in the table are the undiscounted
contractual cash flows.

The sensitivity analysis presented above is
hypothetical since the quantified impact is not
necessarily an indicator of the actual impact,
because exposure levels may vary over time.

Additionally, even though Grupo Clarín
conducts its operations in Argentine pesos,
an eventual devaluation of that currency may
have an indirect impact on its operations,
depending on the ability of the suppliers
involved to adjust their prices to such effect.

14.1.5 Interest Rate Risk Management
At the closing of the year, the Company does
not have any financial liabilities with variable
interest rates. However, a substantial increase
in interest rates may limit the Company’s ability
to access financing.

Payable on Demand

Without any established term

Due

Up to three months

14.1.7 Liquidity Risk Management
The Board of Directors is ultimately responsible
for liquidity management. Accordingly, it has
established an adequate framework to manage
liquidity so that Management can meet short,
medium and long-term financing requirements,
as well as the Company’s liquidity
management. The Company manages liquidity
risk maintaining an adequate level of reserves,
financial facilities and loans, monitoring on an
ongoing basis projected cash flows against actual
cash flows and reconciling the maturity profiles
of financial assets and liabilities.

Accounts Payable

Total as of

Debt

and Other Liabilities

December 31, 2014

Without any established term

231,387

2,763,747

2,995,134

Due

Up to three months

More than three months and

up to six months

231,387

10,247,141

25,735,349

38,746,237

25,735,349

38,977,624

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14.1.9 Financial Instruments at Fair Value
The following table shows Grupo Clarín’s
financial assets and liabilities measured at fair
value at the closing of the reporting year:

December 31, 2014

Quoted Prices

(Level 1)

Other Significant

Observable Items

(Level 2)

Assets

Current Investments

29,220,841

9,130,072

20,090,769

December 31, 2013

Quoted Prices

(Level 1)

Other Significant

Observable Items

(Level 2)

Assets

Current Investments

142,519,169

12,569,479

129,949,690

Financial assets are valued using quoted prices
for identical assets and liabilities (Level 1),
or the prices of similar instruments arising from
sources of information available in the market
(Level 2). As of December 31, 2014 and 2013,
the Company did not have any asset or
liability for which a comparison had not been
conducted against observable market data to
determine their fair value (Level 3).

14.1.10 Fair Value of Financial Instruments
The book value of cash and banks, accounts
receivable and short-term liabilities is similar
to the fair value because these are instruments
with short-term maturities.

As of December 31, 2014 and 2013, the Company
did not have long-term financial liabilities.

14.1.11 Evolution of the economic environment in
which the Company operates
The holders of certain discount and par bonds
issued abroad by the Argentine government
- as a consequence of its debt restructurings of
2005 and 2010 during the second half of 2014
have not been able yet to collect the payment
of principal and interest due to a claim brought
in the State of New York (jurisdiction
established in the terms of issuance of those
bonds) by certain bondholders who decided not
to participate in said debt restructurings.

Even though this situation has not yet had a
direct relevant impact on the businesses of
the Company and its related companies, the

Company’s management will continue to
monitor closely this situation, the evolution
of the fundamental economic variables,
and the potential impact on its businesses.
Therefore, these financial statements should
be read in light of these circumstances.

Note 15

Covenants, Sureties and Guarantees provided
a. Note 5.12 to the consolidated financial
statements sets forth certain restrictions to which
Cablevisión (by itself and as the surviving
company and successor to Multicanal’s
operations after the merger), PRIMA and AGEA
are subject under their respective financial
obligations described in such note.

b. IESA is subject to contractual restrictions on
the transfer of its equity interest in TRISA and
Tele Net Image Corp.

c. During the year 2009, AGR purchased a
binding machine on credit. To secure the
transaction, AGR granted the supplier a pledge
over the machine. AGR granted joint and several
guarantees for the loans granted by Banco de
Inversión y Comercio Exterior and Standard Bank
Argentina S.A. to Artes Gráficas del Litoral S.A.

d. On May 27, 2010, the subsidiary CMD
executed a mortgage agreement on a building

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of its property securing the payment of
the obligations under the loan with Banco de la
Ciudad de Buenos Aires mentioned in Note
5.12.6 to the consolidated financial statements.

became the guarantor for up to Ps. 5 million
and Ps. 35 million for a term of 100 days to
secure financing transactions of AGR and AGEA,
respectively, with Banco Santander Rio S.A.

e. On September 25, 2012, GCGC executed
a mortgage agreement on a building of its
property securing the payment of the obligations
under the loan with Banco de la Ciudad
de Buenos Aires mentioned in Note 5.12.3 to
the consolidated financial statements. Grupo
Clarín acts as guarantor of said financing.

f. On October 12, 2012, the Company executed
an agreement securing the payment of the
obligations under a loan taken by GCGC with
Standard Bank Argentina mentioned in Note
5.12.3 to the consolidated financial statements.

g. GCSA Investments executed an agreement
with Itaú Unibanco S.A., New York branch, to
secure a financing transaction of a subsidiary
of the Group by creating a security interest on
a term deposit held in escrow at the above-
mentioned bank in the aggregate amount of
USD 20.2 million, which matures in July 2015.

h. During 2014, AGR financed the acquisition
of machinery and equipment through leasing
agreements mentioned in Note 5.7.2 to
consolidated financial statements. Grupo Clarín
and AGEA are joint debtors of said financing.

i. In September 2014, Grupo Clarín executed
an agreement with Itaú Unibanco S.A., New
York branch, to secure a financing transaction
of a subsidiary of the Group by creating a
security interest on term deposits held in escrow
at the above-mentioned bank in the aggregate
amount of USD 3.7 million, which mature
in January 2015. In January 2015, this guarantee
was extended until February 2015.

j. In December 2014, CLC granted Banco
Mariva S.A. a pledge over two fixed-term deposits
at this bank for Ps. 1.5 million and Ps. 4
million, with maturity date in January 2015, to
secure financing transactions of Tinta Fresca
and Cúspide, respectively. In January 2015, these
guarantees were extended until February 2015.

Note 16

Changes in the Company’s Interests
a. In April 2008, AGEA assigned to the
Company 54.5% of its rights and obligations
derived from the call option described in Note
16.b. On that date, the Company exercised
such call option, acquiring shares that accounted
for 27.3% of CIMECO’s capital stock.

b. During 2007, AGEA increased its interest
in CIMECO from 33.3% to 50.0%, and
executed call and put options on an additional
interest in CIMECO’s capital stock. During
2008, AGEA partially assigned the rights and
obligations arising from such options to
its subsidiary AGR and to the Company.
Subsequently, in 2008, AGEA, AGR and the
Company exercised such call option, increasing,
directly and indirectly, the Company’s equity
interest in CIMECO and Papel Prensa to 100%
and 49%, respectively.

On April 10, 2008, the Company and the
parties to the above-mentioned transaction
notified CNDC of such transaction and
on May 12, 2008 filed form F-1. After such
notice and as of the date of these financial
statements, the Company submitted additional
information requested by the CNDC. As of
the date of these financial statements, the above
transaction is subject to administrative approvals.

c. On January 11, 2008, IESA acquired the
controlling interest of a group of companies
mainly engaged in sports journalism, production
and commercialization of shows, and the
production of motor racing television broadcasting.
The share purchase agreement sets forth certain
objectives to be met by such group of companies.
In case of breach of such provision, the sellers
shall have to pay an indemnification. These
transactions are subject to administrative approvals.

d. On September 2, 2008, ARTEAR increased
its equity interest in Pol-Ka and SB Producciones
S.A. to 55% of such companies’ capital stock
and votes, thus acquiring a controlling interest

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in both companies, in which it previously
exercised common control. These transactions
are subject to administrative approvals.

e. On February 10, 2011, CMD sold to a third
party all of its shares of Dinero Mail, for
approximately USD 4.4 million in cash; part
of the price was withheld as guarantee.

On August 17, 2011, CMD executed a stock
purchase agreement, whereby it increased
by 20% its interest in Interpatagonia S.A. (now
Interwa S.A.), where it now holds 80% of the
capital stock. CMD paid approximately Ps. 4.3
million in consideration for the shares.

On November 25, 2014, one of the sellers of
Interwa S.A.’s shares, as mentioned in Note 10
to consolidated financial statements, exercised
its put option for 6.66% of the shares of
that company for approximately Ps. 1.5 million,
payable in six monthly installments as from
December 2014.

During 2014, the direct and indirect equity
interest of AGEA in Cúspide increased to
approximately 93.5%, mainly as a result
of AGR’s purchase of shares of Cúspide on
April 26, 2014 and the capital increase
approved by the shareholders of Cúspide at
that company’s General Extraordinary
Shareholders’ Meeting held on June 30, 2014,
which was fully subscribed by AGR. The
total cost of these transactions amounted to
approximately Ps. 21 million.

h. On November 14, 2013 ARTEAR assigned,
sold and transferred to South Media Investments
S.A. all of its equity interest in Ideas del Sur S.A.
(“IDS”), accounting for 30% of the capital
stock and votes of that company, together with
all the political and economic rights inherent
to the shares. The sale price was set at USD 12
million, which was collected in full a as of
December 31, 2013. The assignment, sale and
transfer of those shares was carried out “as is”
under the economic, financial, equity, tax and

legal conditions of the shares and of IDS at the
time, considered as a whole. Accordingly,
ARTEAR was held harmless from any and all
responsibility regarding the existence of any
“certain”, “contingent” or “hidden” liabilities
(current or non-current) of IDS, that may have
existed or originated prior to the closing date of
the transaction, regardless of whether those
liabilities were or were not disclosed in IDS’
financial statements. Based on the above, South
Media Investments S.A. assumed the risk of
the existence and/or emergence of liabilities in
connection with IDS that may have existed
or originated prior to the closing date of the
transaction, regardless of whether such
liabilities already existed or may become evident
or enforceable in the future, South Media
Investments S.A. firmly and irrevocably waived
its right to bring any claim to which it may be
deemed entitled against ARTEAR in this respect,
holding it harmless -also firmly and irrevocably-
from any and all liabilities for such cause and
in that respect.

i. On January 14, 2014, the Company and
AGEA executed an Agreement Relating
to Irrevocable Contributions on Account of
Future Share Subscriptions whereby the
Company undertakes to make a Ps. 225 million
contribution in AGEA. Subsequently, on
January 28, 2014 the Company’s Board of
Directors approved the contributions made in
AGEA under the above-mentioned agreement.
On April 28, 2014, at the Annual General
Ordinary and Extraordinary Shareholders’
Meeting of AGEA, the shareholders of that
company approved those contributions.

On June 24, 2014, the Company and AGEA
executed an Agreement Relating to Irrevocable
Contributions on Account of Future Share
Subscriptions whereby the Company undertakes
to make a USD 18 million contribution in
AGEA, equivalent to approximately Ps. 145
million.

j. On August 12, 2014, the Company and IESA
executed an Agreement Relating to Irrevocable
Contributions on Account of Future Share
Subscriptions whereby the Company undertakes
to make a Ps. 52.8 million contribution to IESA.

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Note 17

Law No. 26,831 Capital Markets
On December 28, 2012, Capital Markets
Law No. 26,831 (the "Capital Markets Law"),
passed on November 29, 2012 and enacted
on December 27, 2012, was published in
the Official Gazette. The Law provides for a
comprehensive amendment of the public
offering regime, previously governed by Law
No. 17,811. Among other things, this law
enhances the National Government’s oversight
powers and changes the authorization,
control and oversight mechanisms of all stages
of the public offering process and the role
of all the entities and individuals involved. The
Law became effective on January 28, 2013.

On July 29, 2013, the National Government
issued Decree No. 1023/2013 to regulate
partially the Capital Markets Law that had been
passed on November 29, 2012. Among other
provisions, the Decree regulates Section 20
of said Law, pursuant to which the CNV may
appoint an overseer with veto rights over the
decisions made by the boards of directors of
entities subject to the public offering regime, or
otherwise remove the boards from such entities
for up to 180 days until all deficiencies found by
the CNV are solved. Said Decree amends the
Law it seeks to regulate and, therefore, constitutes
a regulatory abuse. Thus, whereas the Law vests
on the CNV the power to appoint an overseer
or to remove the board of directors, the Decree
allows the CNV to exercise that power if the
shareholders and/or noteholders with a two
percent (2%) interest in the company’s capital
stock or outstanding debt securities claim that
they have suffered actual and certain damages or
if they believe their rights may be seriously
jeopardized in the future. The Decree also vests
on the CNV the power to appoint the
administrators or co-administrators that will
hold office as a consequence of the removal of the
boards of directors. Thus, the Decree amends
the Law by granting the CNV powers that were
not provided therein. By doing so, the Executive
Branch is assuming strictly legislative functions
in breach of constitutional provisions.

effective until that date (as restated in 2001).
The new Rules have introduced several changes
in connection with CNV’s powers over the
companies under that agency’s oversight, and
also in connection with the information that
these companies must disclose.

On August 20, 2013, at the request of Mr.
Rubén Mario Szwarc, a minority shareholder
of the Company, and by means of public deed
number two hundred forty five, the Company
was served notice of the decision rendered
by Chamber A of the National Court of Appeals
on Commercial Matters on August 12, 2013,
in re “SZWARC, Rubén Mario v. National
Government and Others on Preliminary
Injunction” File No. 011419/2013. That Chamber
decided, among other things, (i) to declare
the unconstitutionality of Sections 2, 4, 5, 9, 10,
11, 13, 15 and 16 of Law No. 26,854, and
(ii) to order the provisional, injunctive
suspension of Section 20, subsection a), second
part, paragraphs I and II (or 1 and 2) of Law
No. 26,831 and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect to
Grupo Clarín S.A., until the judge that is finally
declared competent to render a decision on the
merits assumes full jurisdiction of the case and
renders a final decision relating to the injunction.

On July 29, 2013, the National Government
issued Decree No. 1023/2013 to regulate
partially the Capital Markets Law that had been
passed on November 29, 2012. Among other
provisions, the Decree regulates Section 20
of said Law, pursuant to which the CNV may
appoint an overseer with veto rights over
the decisions made by the boards of directors
of entities subject to the public offering regime,
or otherwise remove the boards from such
entities for up to 180 days until all deficiencies
found by the CNV are solved. Said Decree
amends the Law it seeks to regulate and,
therefore, constitutes a regulatory abuse. Thus,
whereas the Law vests on the CNV the power
to appoint an overseer or to remove the board
of directors, the Decree allows the CNV to
exercise that power if the shareholders and/or
noteholders with a two percent (2%) interest
in the company’s capital stock or outstanding
debt securities claim that they have suffered
actual and certain damages or if they believe
their rights may be seriously jeopardized in
the future. The Decree also vests on the CNV

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the power to appoint the administrators or
co-administrators that will hold office as a
consequence of the removal of the boards
of directors. Thus, the Decree amends the Law
by granting the CNV powers that were not
provided therein. By doing so, the Executive
Branch is assuming strictly legislative functions
in breach of constitutional provisions.

On September 5, 2013 within the framework
of the Capital Markets Law and its Decree,
the CNV issued Resolution No. 622/2013
(the “Rules”), whereby it approved the applicable
Rules that repeal the Rules that had been
effective until that date (as restated in 2001).
The new Rules have introduced several changes
in connection with CNV’s powers over
the companies under that agency’s oversight,
and also in connection with the information
that these companies must disclose.

On August 20, 2013, at the request of
Mr. Rubén Mario Szwarc, a minority
shareholder of the Company, and by means of
public deed number two hundred forty five,
the Company was served notice of the decision
rendered by Chamber A of the National Court
of Appeals on Commercial Matters on August
12, 2013, in re “SZWARC, Rubén Mario
v. National Government and Others on
Preliminary Injunction” File No. 011419/2013.
That Chamber decided, among other things,
(i) to declare the unconstitutionality of Sections
2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law
No. 26,854, and (ii) to order the provisional,
injunctive suspension of Section 20, subsection
a), second part, paragraphs I and II (or 1 and 2)
of Law No. 26,831 and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect to
Grupo Clarín S.A., until the judge that is finally
declared competent to render a decision on the
merits assumes full jurisdiction of the case and
renders a final decision relating to the injunction.

Note 18

Information required under CNV Resolution No. 629 -

Record Keeping
On August 14, 2014, the Argentine Securities
Commission issued General Resolution No. 629,
which provides for record keeping regulations.

The Company keeps certain supporting
documentation related to the record of its
operations and economic-financial events at
GCGC located at Patagones 2550, City of
Buenos Aires, and at the warehouse located at
Ruta 36 Km 31.500, Florencio Varela, of the
supplier AdeA - Administración de Archivos S.A.,
during the periods established by effective laws.

Note 19

Extinction of the notes issued by AGEA
As mentioned in Note 5.7.2 to the consolidated
financial statements, on January 28, 2014,
AGEA repaid all of the USD 30.6 million
aggregate principal amount outstanding and
interest accrued as of such date on the Series C
Notes issued by that company under the Global
Program.

Pursuant to Article 16, Section V of Chapter I
of Title III of the Restated Rules issued by the
CNV, which governs the delisting due to
non-existence of outstanding securities, upon
the extinction of the Series C Notes AGEA filed
the required documentation with the CNV.

On October 8, 2014, the CNV requested AGEA
to make a filing in connection with the delisting.
On October 16, 2014, AGEA submitted a Note
to the CNV whereby it requested delisting
due to the extinction of its notes. As of the date
of these financial statements, the CNV has not
rendered a decision on this matter.

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Note 20

Subsequent Events
a. The events that took place subsequent to
the closing of this year related to the Proposal
are described in Note 11.1.

b. In connection with Note 10.2.j to these
parent company only financial statements, on
February 11, 2015, the preliminary hearing
was held pursuant to Article 8, subsection b.1.),
Title XIII, Chapter II, Section II of the
Regulations (T.R. 2013, as amended).

c. On January 8, 2015, CMD exercised the call
option for an additional 6.66% of the equity
interest in Interwa S.A. as mentioned in Note 10
to the consolidated financial statements, at a
price of approximately Ps. 1.5 million, payable in
five monthly installments as from January 2015.

d. Law No. 19,307 was published in the Official
Gazette of the Republic of Uruguay on January
14, 2015. This Law governs radio, television,
and other audiovisual communication services
(hereinafter, the “Audiovisual Communications
Law”). Section 202 of this law provides that the
Executive Branch shall issue the implementing
regulations for this law within a 120-day term
as from the day following the publication of this
law in the Official Gazette. As of the date of
the financial statements, only Decree No.
45/015 has been issued, but the implementing
regulations for most of the sections of this
law are still pending. Such Decree provides that
the concession for the use and award of the
radio-electric spectrum for non-satellite
audiovisual communication services shall be
granted for a term of 15 years.

Section 54 of the Audiovisual Communications
Law provides that an individual or legal entity
cannot be awarded the full or partial ownership
of more than 6 authorizations or licenses to
render television services to subscribers throughout

the national territory of Uruguay. Such limit is
reduced to 3 if one of the authorizations or
licenses includes the department of Montevideo.
Section 189 of this law provides that in case the
above-mentioned limits were exceeded as of the
entry into force of the Law, the owners of those
audiovisual communication services shall transfer
the necessary authorizations or licenses so as
not to exceed the limits mentioned above within
a term of 4 years as from the date of entry into
force of the Audiovisual Communications Law.

The subsidiaries of Cablevisión in the Republic
of Uruguay are analyzing the possible impact
on their business that could be derived
from the change in the regulatory framework
and the eventual legal actions they may bring
to safeguard their rights and those of their
shareholders.

The decisions to be made based on these
parent company only financial statements should
contemplate the eventual impact that these
changes in the regulatory framework may have
on Cablevisión and its subsidiaries in the
Republic of Uruguay. The Company’s parent
company only financial statements should be
read in the light of these uncertain
circumstances.

e. Note 10.1.j describes the main events that
took place after December 31, 2014 in
connection with the re-allocation of frequencies
in the Republic of Uruguay.

Note 21

Approval of Parent Company only Financial
Statements
The Board of Directors has approved the
parent company only financial statements and
authorized their issue for March 10, 2015.

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

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Additional Information
to the Notes to the
Financial Statements -
Section No. 68 of
the Regulations issued
by the Buenos Aires
Stock Exchange and
Section No. 12 Title IV
Chapter III of General
Resolution No. 622/13
of the Argentine
Securities Commission

Balance Sheet as of
December 31, 2014

1. There are no specific material regulatory
regimes currently applicable to the Company
that may entail the contingent loss or
acquisition of legal benefits.

4. The classification of receivables and liabilities
according to their related financial effects is
detailed in Note 9 to the parent company only
financial statements.

2. As mentioned in Note 16.a) to the parent
company only financial statements, during 2008
the Company carried out transactions that
resulted in the acquisition of an equity interest
in CIMECO. See also the issues mentioned
in Note 11.1.

3. The classification of receivables and liabilities
by maturity is detailed in Note 9 to the parent
company only financial statements.

5. Equity interest under Section 33 of Law
No. 19,550 is detailed in Note 4.3 of the parent
company only financial statements. Accounts
receivable from and payable to related
parties are disclosed under Note 8 to the parent
company only financial statements. The
following table summarizes the breakdown of
such accounts payable and receivable as per
the above points 3) and 4).

Without any established term

Due

-Within three months

Receivables

Liabilities

(1) 106,307,873

1,998,786

(2) 8,245,311

Total

114,553,184

1,998,786

(1) Balances are denominated in local currency and
do not accrue any interest.
(2) The balances are denominated in local currency
and accrue interest at a fixed rate.

6. There are no trade receivables or loans to
directors, members of the Supervisory
Committee and their relatives up to, and
including, the second degree of kinship and
no such trade receivables or loans existed
during the fiscal year.

7. The Company does not have any
inventories.

8. The Company has used current values for
the valuation of assets and liabilities acquired
from Cablevisión, taking into account, mainly,
the following criteria:

− Subscriber portfolio: valued based on,
among other things, an analysis of the acquired
subscriber portfolio’s cash flow generation,
considering the subscriber turnover of such
portfolio, discounted at a market rate.

− Financial debt: since the acquired companies
were not listed at the time of the acquisition,
the financial debt was valued based on cash flow
discounted at a market rate.

− Fixed assets: valued based on internal
estimates made by the subsidiaries according to
available information (kilometers and technical

294

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14. Booked provisions for contingencies do not
exceed, either individually or as a whole, two
percent (2%) of the Company’s shareholders’
equity.

15. As of the date of these financial statements,
the Company does not have any contingent
situations, the financial effects of which, if any,
have not been booked (see Note 11.1 to the
parent company only financial statements).

16. The Company does not have any irrevocable
contributions on account of future share
subscriptions.

17. The Company does not have any unpaid
cumulative dividends on preferred shares

18. In Notes 7.a. and 10.2.a to the parent
company only financial statements reference
is made to the treatment given to retained
earnings.

characteristics of the network, replacement
value per kilometer and type of network based
on business knowledge and purchase price of
the resources needed, state of the network at the
time of acquisition, real estate appraisals of the
most significant real property, among others).

Similarly, the Company has recorded the net
acquired assets of CIMECO at fair value.

9. The Company does not have any property,
plant and equipment subject to appraisal
write-up.

10. The Company does not have any obsolete
property, plant and equipment.

11. The Company is not subject to the
restrictions under section 31 of Law No.
19,550, since its main corporate purposes are
investment and finance.

12. The Company assesses the recoverable
value of its long-term investments each time it
prepares its financial statements. In the case
of investments for which the Company does not
book goodwill with an indefinite useful life,
it assesses their recoverable value when there is
any indication of impairment. In the case of
investments for which the Company books
goodwill with an indefinite useful life, it
assesses their recoverable value by comparing
the book value with cash flows discounted
at the corresponding discount rate, considering
the weighted average capital cost, and taking
into consideration the projected performance of
the main operating variables of the respective
companies.

13. As of December 31, 2014, the Company
does not have any relevant tangible property,
plant and equipment requiring efficient
insurance coverage.

Signed for identification purposes
with the report dated March 10, 2015

See our report dated March 10, 2015
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Alejandro A. Urricelqui
Vice Chairman and acting Chairman

295

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To the Shareholders, President

and Directors of Grupo Clarín S.A.

Legal domicile: Piedras 1743

Autonomous City of Buenos Aires

CUIT No 30-70700173-5

Report on the Parent Company Only Financial
Statements
We have audited the attached parent company only
financial statements of Grupo Clarín S.A. (the
“Company”) which comprise the parent company
only balance sheet at December 31, 2014, the parent
company only statements of comprehensive income,
of changes in equity and of cash flows for the year
then ended and a summary of significant accounting
policies and other explanatory information.

The balances and other information for the fiscal
year 2013 are an integral part of the above-
mentioned audited financial statements, so they are
to be considered in the light of those financial
statements.

Board of Directors’ responsibility
The Board of Directors of the Company is
responsible for the preparation and fair presentation
of the parent company only financial statements
in accordance with Professional Accounting
Standards of Technical Resolution No. 26 of the
Argentine Federation of Professional Councils in
Economic Sciences (FACPCE, for its Spanish
acronym) incorporated by the Argentine Securities
Commission (CNV, for its Spanish acronym)
to its regulations. Further, the Board of Directors is
responsible for the internal control it may deem
necessary to enable preparing the parent company
only financial statements free of material
misstatements caused by errors or irregularities.
Our responsibility is to express an opinion on the
parent company only financial statements based on
the audit we performed with the scope detailed in
paragraph “Auditor’s responsibility”.

Auditor’s responsibility
Our responsibility is to express an opinion on the
parent company only financial statements based
on our audit. We conducted our audit in accordance
with International Standards on Auditing. Those
standards were adopted as auditing standards
in Argentina by Technical Resolution No. 32 of the
Argentine Federation of Professional Councils in
Economic Sciences (FACPCE, for its Spanish
acronym) as they were approved by the International
Auditing and Assurance Standards Board (IAASB)
and require that we comply with ethical

requirements and plan and perform the audit to
obtain reasonable assurance about whether the parent
company only financial statements are free from
material misstatement.

An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in
the parent company only financial statements.
The procedures selected depend on the auditor’s
judgment, including the assessment of the risks
of material misstatement in the parent company
only financial statements, whether due to fraud or
error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s
preparation and fair presentation of the parent
company only financial statements in order to
design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating
the appropriateness of accounting policies used
and the reasonableness of accounting estimates made
by management, as well as evaluating the overall
presentation of the parent company only financial
statements.

We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our audit opinion.

Opinion
In our opinion, the parent company only financial
statements mentioned in the first paragraph of
this report present fairly, in all material respects, the
parent company only financial statements mentioned
in paragraph 1 present fairly, in all material respects,
the parent company only financial position of
Grupo Clarín S.A. as of December 31, 2014 and the
parent company only comprehensive income and
parent company only cash flows for the fiscal year
then ended, in accordance with the rules of Technical
Resolution No. 26 of the Argentine Federation
of Professional Councils in Economic Sciences
for the parent company only financial statements of
a controlling entity.

Emphasis of Matter
We draw attention to Notes 10.1.a., 10.1.b., 10.1.c.,
10.1.d., 10.1.e., 11, 20.a. and 20.b. to the parent
company only financial statements, which describe
the uncertainties related to the eventual effects on
the activities of the Company and certain subsidiaries
of: (i) the resolutions issued by several regulators
on matters associated with the acquisition of
Cablevisión S.A. and other companies and their

Independent
Auditor’s Report

Free translation from
the original
prepared in Spanish

296

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subsequent merge with Multicanal S.A. and
other companies; and related with the revocation of
the License that had been originally granted to
FIBERTEL S.A.; (ii) the change in the Audiovisual
Communication Services regulatory framework and
the final outcome of the voluntary conforming
proposal filed with the Audiovisual Communication
Services Law Federal Enforcement Authority and
the Supreme Court of Argentina and of the legal and
administrative actions that are bringing and will
bring the Company to safeguard its rights and those
of its shareholders; (iii) the resolution issued by the
regulator to calculate the monthly fee payable by
the users of cable television services, whose decisions
cannot be foreseen to date; (iv) the change in
the regulatory framework of the telecommunications
sector that results from the passing of the Digital
Argentina Act, which implementing regulation is
pending as of this date; and (v) the enactment of
Law No. 19307 in the Eastern Republic of Uruguay
that regulates the main activities of Adesol S.A.,
a Cablevisión S.A. subsidiary, which implementing
regulation is pending as of this date. Our opinion
is not qualified in respect of these matters.

and calculations amounted to $2.002.610, none of
which was claimable at that date;

e) In accordance with the requirements of Article
21°, Subsection e), Chapter III, Section VI, Title II
of the regulations of the Argentine Securities
Commission, we report that the total fees for audit
services and related billed the Company in the year
ended December 31, 2014 represent:

e.1) 88% on the total fees for services invoiced to
the Company for all concepts in that year;
e.2) 17% on the total fees for audit and related
services invoiced to the Company, its parent
companies, subsidiaries and affiliates in that year;
e.3) 16% on the total fees for services invoiced
to the Company, its parent companies, subsidiaries
and affiliates for all concepts in that year.

f) We have applied the procedures on prevention
of asset laundering and terrorism funding set forth
in the relevant professional rules issued by the
Professional Council for Economic Sciences of the
Autonomous City of Buenos Aires.

Report on compliance with current regulations
In accordance with current regulations in respect to
Grupo Clarín S.A., we report that:

Autonomous City of Buenos Aires,
March 10, 2015

a) The parent company only financial statements
of Grupo Clarín S.A. have been transcribed to the
“Inventory and Balance Sheet” book and comply
with the Corporations Law and pertinent resolutions
of the Argentine Securities Commission, as regards
those matters within our competence;

b) The parent company only financial statements
of Grupo Clarín S.A. arise from accounting records
kept in all formal respects in conformity with legal
provisions which maintain the security and integrity
conditions based on which they were authorized
by the Argentine Securities Commission;

c) We have read the additional information to the
Notes to the parent company only financial
statements required by section 68 of the listing
regulations of the Buenos Aires Stock Exchange
and Article 12°, Chapter III, Title IV of the
regulations of the Argentine Securities Commission,
on which, as regards those matters that are within
our competence, we have no observations to make;

d) At December 31, 2014 the debt accrued in favor
of the (Argentine) Integrated Social Security System
according to the Company’s accounting records

Price Waterhouse & Co. S.R.L.

by Teresita M. Amor (Partner)

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Supervisory
Committee’s
Report

English translation
of the Report originally
issued in Spanish

To the Shareholders of:

Grupo Clarín S.A.

TAX ID No. 30-70700173-5

Registered office: Piedras 1743

City of Buenos Aires

I. REPORT ON THE FINANCIAL
STATEMENTS
In our capacity as members of Grupo Clarín
S.A.’s Supervisory Committee and pursuant
to subsection 5, section 294, of the Argentine
Business Associations Law No. 19,550,
the regulations of the Argentine Securities
Commission (CNV, for its Spanish acronym)
and of the Buenos Aires Stock Exchange,
we have performed a review of the documents
mentioned below:

Documents subject to review:
a) The Parent Company Only Financial
Statements of Grupo Clarín S.A. comprising
the Parent Company Only Balance Sheet as of
December 31, 2014, the Parent Company
Only Statement of Comprehensive Income, the
Parent Company Only Statement of Changes
in Equity and the Parent Company Only
Statement of Cash Flows for the year then ended.

b) The Consolidated Financial Statements of
Grupo Clarín S.A. and its subsidiaries
comprising the Consolidated Balance Sheet as of
December 31, 2014, the Consolidated Statement
of Comprehensive Income, the Consolidated
Statement of Changes in Equity and the
Consolidated Statement of Cash Flows for the
year then ended.

c) A summary of the material accounting policies
and other explanatory information.

The balances and other relevant information
for the year 2013 are an integral part of the
audited financial statements mentioned above
and shall be considered in connection with
said financial statements.

298

II. RESPONSIBILITY OF THE BOARD OF
DIRECTORS
The Company’s Board of Directors is responsible
for the preparation and fair presentation of: (i)
the Parent Company Only Financial Statements
indicated in paragraph I. in accordance with
the professional accounting standards established
by Technical Resolution No. 26 issued by the
Argentine Federation of Professional Councils
of Economic Sciences (“FACPCE”, for its
Spanish acronym) incorporated by the CNV
to its regulations. Such standards differ from the
International Financial Reporting Standards
(IFRS) approved by the International
Accounting Standards Board (IASB) and used
in the preparation of the consolidated financial
statements of GRUPO CLARÍN S.A. and its
subsidiaries in the aspects mentioned in Note
2.1 to the attached parent company only
financial statements; and (ii) the consolidated
financial statements mentioned in paragraph I.
in accordance with IFRS, adopted as professional
accounting standards in Argentina by the
FACPCE and incorporated by the CNV to its
regulations, as approved by the IASB. The Board
of Directors is also responsible for an adequate
internal control as deemed necessary so that the
consolidated and parent company only financial
statements are free from material misstatements
arising from errors or irregularities.

III. RESPONSIBILITY OF
THE SUPERVISORY COMMITTEE
Our responsibility is to report on the documents
indicated in paragraph I. based on our
statutory audit and the audit work carried out
by the Company’s external auditors. Our work
was performed in accordance with effective
statutory auditing standards. Said standards
require that the review of the financial statements
be conducted in accordance with effective
auditing standards for the review of financial
statements; that the documents be checked for
consistency with the information on corporate
decisions stated in minutes and that such
decisions conform to the law and the by-laws, in
all formal and documentary aspects.

In order to conduct our professional work on
the documents detailed in paragraph I., we have
reviewed the work performed by the Company’s

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external auditor Teresita M. Amor, a partner
of Price Waterhouse & Co. S.R.L., who issued
her audit reports on March 10, 2015. She
conducted her audit in accordance with
International Standards on Auditing (IAS).
Our work included the review of the work plan,
the nature, scope and timeliness of the
procedures applied and the results of the audit
carried out by the external auditor.

IAS were adopted as auditing standards in
Argentina through Technical Resolution No. 32
issued by the FACPCE as approved by the
International Auditing and Assurance Standards
Board (IAASB) and require that the auditor
comply with ethical requirements, plan and
perform the audit in order to obtain reasonable
assurance about whether the financial statements
are free from material misstatements. An audit
involves performing procedures to obtain
evidence supporting the amounts and other
information disclosed in the financial statements.
The procedures selected depend on the auditor’s
judgment, including the assessment of the
risks of material misstatements in the financial
statements due to fraud or error. In making those
risk assessments, the auditor must consider the
internal control related to the preparation and
fair presentation by the Company of the financial
statements, in order to design audit procedures
that are appropriate in the circumstances,
but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal
control. An audit also includes evaluating the
appropriateness of the accounting policies used,
the reasonableness of significant estimates
made by the Company’s management, and the
overall presentation of the financial statements.

We believe that our work and that of the
Company’s external auditors, detailed in their
respective reports, provides a sufficient
and appropriate basis to support our opinion.
We have not performed any management
control and, therefore, we have not assessed
the business criteria and decisions on
administrative, financing, commercialization and
production matters, since these issues are the
exclusive responsibility of the Company’s Board
of Directors.

IV. OPINION
Based on our review, within the scope described
in Section III. of this report: (i) the parent
company only financial statements mentioned
in paragraph I., present fairly, in all material
respects, the parent company only financial
position of Grupo Clarín S.A. as of December
31, 2014, the results disclosed in the parent
company only statement of comprehensive
income and in the parent company only
statement of cash flows for the year then ended,
in accordance Technical Resolution No. 26
issued by the FACPCE for parent company only
financial statements of controlling companies;
and (ii) the consolidated financial statements
mentioned in paragraph I., present fairly, in all
material respects, the consolidated financial
position of Grupo Clarín S.A. and its subsidiaries
as of December 31, 2014, and the results
disclosed in the consolidated statement of
comprehensive Income and in the consolidated
statement of cash flows for the year then
ended in accordance with the International
Financial Reporting Standards.

V. EMPHASIS OF MATTER
We would like to draw attention to Notes
10.1.a., 10.1.b., 10.1.c., 10.1.d., 10.1.e., 11.,
20.a. and 20.d. to the parent company only
financial statements and to Notes 8.1.a., 8.1.b.,
8.1.c., 8.1.d., 8.1.e., 9., 25.a. and 25.e. to the
consolidated financial statements, which
describe the uncertainties related to the eventual
effects on the activities of the Company and
certain subsidiaries of: (i) the resolutions issued
by several regulatory agencies related to certain
aspects of the acquisition of Cablevisión S.A.
and other companies and the subsequent merger
with Multicanal S.A. and other companies;
and related to the revocation of the license that
had been originally granted to FIBERTEL S.A.;
(ii) the changes in the regulatory framework
of the Audiovisual Communication Services
and the final outcome of the voluntary proposal
to conform the Company to the Audiovisual
Communication Services Law filed with
the Audiovisual Communication Services Law
Federal Enforcement Authority and the
Supreme Court of Argentina and the legal and
administrative actions brought and that will
be brought to safeguard its rights and those

299

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d) We have reviewed the information
included in the Exhibit to the Annual Report
about the degree of compliance with the
Code of Corporate Governance required by
CNV Regulations and we have no observations
to make in that regard.

e) As required by CNV regulations, regarding
the independence of the external auditors and
the quality of the audit policies applied by
them and the accounting polices applied by the
Company, the above-mentioned external auditor’s
report includes the representation concerning the
application of the auditing standards effective in
Argentina which provide for independence
requirements, and was issued without
qualifications as to the application
of such regulations or discrepancies as to the
professional accounting standards applied.

f ) We have applied the asset laundering and
terrorist financing crimes prevention procedures
provided under the professional standards
issued by Consejo Profesional de Ciencias
Económicas de la Ciudad de Buenos Aires
(Professional Council in Economic
Sciences of the City of Buenos Aires).

City of Buenos Aires,
March 10, 2015

of its shareholders; (iii) the resolution issued by
the regulatory agency for the calculation of
the monthly fee payable by the users of cable
television services, whose decisions cannot
be foreseen to date; (iv) the changes in the
regulatory framework of the telecommunications
sector as a result of the enactment of the law
known as the "Digital Argentina Act", which
implementing regulations have not been issued
to date; and (v) the enactment of Law No.
19,307 in the Republic of Uruguay, which
regulates the main activities of Adesol S.A.,
subsidiary of Cablevisión S.A., which
implementing regulations have not been issued
to date. Our opinion is not qualified with
regard to these matters.

VI. REPORT ON COMPLIANCE WITH
EFFECTIVE REGULATIONS
In accordance with effective regulations, we
report with respect to Grupo Clarín S.A. that:

a) The financial statements detailed in paragraph
I. comply with the provisions of the Argentine
Business Associations Law and the regulations
concerning accounting documentation issued by
the CNV, and have been transcribed to the
“Inventory and Balance Sheet” book and arise
from the Company’s accounting records kept,
in all formal aspects, in accordance with
effective legislation.

b) We have reviewed the Inventory and the
Board of Directors’ Annual Report for the year
ended December 31, 2014. In this regard, within
the scope of our competence, we have no
observations to make. The representations about
future events included in the Annual Report are
the Board of Directors’ exclusive responsibility.

c) Furthermore, we report that in exercise of the
legality control within our field of competence,
during the year ended December 31, 2014 we
have applied the procedures set forth in Section
294 of Argentine Business Associations Law
No. 19,550, as deemed necessary based on the
circumstances and we have no observations
to make in that regard.

Supervisory Committee

Carlos Alberto Pedro Di Candia
Chairman

300

Grupo Clarín S.A.
Piedras 1743
C1140ABK Ciudad de Buenos Aires
Argentina
www.grupoclarin.com

Investor Relations

Grupo Clarín
Alfredo Marín / Agustín Medina Manson
+ 54 11 4309 7215
investors@grupoclarin.com
www.grupoclarin.com/ir

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Chiappini + Becker
Visual Communication
Telephone: (54 11) 4314 7774
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