company information
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company information
COMPANY INFORMATION 50_YEARS Company Details Company Name Empresa Nacional de Telecomunicaciones S.A. (Entel Chile S.A.) Domicile Santiago de Chile Tax ID 92.580.000-7 Type of Entity Corporation, registered with the Chilean Superintendency of Securities and Insurance (No. 0162) and governed by Act No. 18,046 and its regulations Contact Information Address Casilla 4254, Santiago de Chile Telephone +56 2 2360 0123 Fax +56 2 2360 3424 Head Office Avenida Costanera Sur Río Mapocho No 2760, piso 22, Torre C, Las Condes, Santiago Finance and Management Control Avenida Costanera Sur Río Mapocho No 2760, piso 22, Torre C, Las Condes, Santiago Investor Relations Carmen Luz de la Cerda Castro, cdelacerda@entel.cl Filing Office Avenida Costanera Sur Río Mapocho No 2760, piso 22, Torre C, Las Condes, Santiago Website www.entel.cl Contents Annual Report 2014 - For Translation Purposes Only 2 Company Details Chairman’s Letter Connecting Chileans for 50 Years Highlights 50 Years Highlights 2014 1 . 2 . 3 . 4 . 5 . 6 . 01 04 13 18 20 Corporate Information Profile Corporate Governance Board of Directors Management Human Resources Corporate Image 23 24 30 35 36 38 44 Strategy 49 Infrastructure Customer Experience Innovation 50 54 59 Our Business 63 Industry Regulatory Framework Market Segments Consumer Segment Enterprise Segment Corporate Segment Wholesale Segment 65 70 74 76 82 86 90 Sustainability 95 Sustainability 96 Results 101 Consolidated Results 102 Subsidiaries107 Entel Perú Americatel Perú Entel Call Center 108 112 116 Note: Financial information is provided in a separate volume 3 Annual Report 2014 - For Translation Purposes Only Chairman’s Letter Dear shareholders, In December 2014, Entel celebrated its 50th anniversary. Over these five decades, our company has seen the rise and fall of technologies, regulations and markets. There are many highlights in Entel’s history, such as the first satellite station in Latin America located in Longovilo (Chile) in 1968, the Multicarrier service connecting Chile and other countries in the 1990s, the first GSM mobile network, and the calling-party-pays system at the end of the 1990s and the start of the new millennium. More recently, we have seen the introduction of fiber optics, mobile Internet, and 3G and 4G, which, together with smartphones and number portability, have marked the company’s recent history. These have been 50 years of continuous adaptation and reinvention in a market whose permanent dynamism never fails to surprise. The year 2014 was one of contrasts: while the company has faced new challenges, many of these have made it possible to lay the foundations for Entel’s future development. It is in this context that, on behalf of the Board of Directors, I have the pleasure to present our results for the latest financial year. Successful launch of Entel Perú Following the acquisition and takeover of Nextel Perú in August 2013, the year 2014 was marked by efforts to prepare the company for this new phase in its development. This preparation has involved building up a more in-depth understanding of the Peruvian market and forming teams to meet the challenges that lie ahead. The company has also Annual Report 2014 - For Translation Purposes Only 6 rolled out 3G and latest generation 4G networks throughout Peru using the AWS spectrum acquired in 2013, doubling the number of sites and making Entel’s 4G network the largest in the country in terms of coverage and quality. Finally, the company has established a network of distribution and top-up channels, and expanded the range of services and handsets it provides. Having completed these preparatory phases, the Entel brand was ready to launch in 2014. The final step was the successful replacement of the old Nextel brand with Entel Perú. In the fourth quarter of 2014, Entel Perú captured 39% of net growth among postpaid customers and 33% among prepaid customers. Its customer base saw a net increase of 258,000 customers in just three months, with a high percentage of high-value customers switching to Entel. Overall, the company captured 52% of all customers switching companies in the market. By the end of 2014, Entel Perú had a customer base of 1,738,450 users, 53% of which were postpaid customers (with contracts). Over these months, the reasons behind the company’s expansion have been proven: it has been possible to roll out the required network, towers and infrastructure; regulation has encouraged investment and competition; there is spectrum availability; it has been possible to increase the number of sales channels; the market is in the middle of a transformation toward data, creating space for innovative and disruptive products; and, finally, there is an opportunity for a new brand distinguished by the service it provides. We are enthusiastic about our achievements so far but we know this is a long-term project. It is possible to achieve the vision of being a significant operator that is able to provide value to the country and our shareholders, but there remains much work ahead. The acquisition costs must be balanced by customer growth, Entel must continue rolling out its network and platforms to provide the quality to which it has committed, and it must continue to make a transparent contribution to Peruvian society, together with our partners in the country. Customer Base in Chile At the end of 2014, Entel’s mobile customer base in Chile had reached 10,102,116 users, down 3% compared to 2013. However the company’s mobile market share remained relatively stable, closing the year at around 38%. This change in the number of customers is largely explained by the loss of prepaid customers (voice and mobile broadband), an industry-wide trend whose effects have not only been felt by Entel and which saw an overall fall of 1%. This phenomenon is primarily due to less promotions being offered as a result of a 75% reduction in mobile access charges, as well as a slowdown in the Chilean economy. However, the company’s business model, which is based on providing a high-quality service and the best network and infrastructure, backed by its high level of innovation, has allowed it to capture a larger number of postpaid customers (with contracts), especially high-value customers. As such, the postpaid customer base (voice and mobile broadband), which now represents 35% of the company’s customer base, grew by 4% over the year. From Voice to Data As of December 2014, 66% of postpaid customers had a data plan or pack (Internet), a significant and sustained increase from 55% in 2013, 42% in 2012 and 28% in 2011. This increase in penetration and usage means the annual total volume of data carried over the network for prepaid and postpaid customers with smartphones increased by 45% in 2014. To ensure its business model is aligned with this trend, Entel began the process of transforming its tariff structure in 2013, introducing a system based on a fixed price, with additional charges for any data consumed by customers in excess of their allowance. Not only does this reflect the reality in Chile, but it is also in line with international trends. In 2014, the company developed this structure further, complementing it with plans offering unlimited minutes in certain segments, a move unthinkable just a few years ago. As a result, consolidated revenue is less sensitive to reductions in the use of traditional voice, helping protect average revenue per user (ARPU) and providing room for growth from increasing data consumption. 4G Services and Spectrum in Chile Following publication of the respective legislation, Entel launched a 4G LTE network on the 2,600 MHz band in March 2014. By December 2014, the network had more than 800 points of presence throughout the country. 7 Annual Report 2014 - For Translation Purposes Only CONSOLIDATED REVENUE CLP million CONSOLIDATED REVENUE BY SERVICE TYPE (%) CONSOLIDATED REVENUE (ADJUSTED) CLP million 1% 3% ENTEL HOGAR AND OTHER RESIDENTIAL** 16% AMERICATEL PERÚ 2% CALL CENTER AND OTHER REVENUE 1,668,052 1,643,930 1,700,000 1,440,978 FIXED ENTERPRISE AND CORPORATE* 1,585,730 1,516,822 1,275,000 1% 850,000 9% -4% 69% MOBILE PERÚ MOBILE CHILE 425,000 0 2012 2013 2014 2013* 2014* * Comparable accounting base and excluding Entel Perú. * Integrated services (voice, data and Internet) for the Enterprise and Corporate segments, and network leasing and traffic business. ** Entel Hogar and long distance. This marked the first step in developing out a true 4G network, which will come with the rollout of 700 MHz spectrum, a development that is expected to take place soon, following the ruling by the Court of Appeal rejecting challenges to the award of the tender, which has been holding back implementation. representing a substantial increase in a market in which growth has been largely flat. This combination of spectra will allow Entel to provide highspeed data services, improving coverage and quality, particularly indoors. Residential While waiting for the publication of the legislation, in 2014, Entel conducted successful testing of 4G LTE on the 700 MHz band, the first company to do so in Chile and Latin America. Business Services The Enterprise segment saw growth in sales and revenue from large-scale fixed products using fiber-optic cables. This has been driven by Entel’s investment in fiber-optic networks with GPON technology over the last two years, focusing on commercial districts and buildings. In terms of mobile services, the penetration of data plans and packs in the Corporate and SME segments stood at 56% as of December 2014. The company’s wireless Entel Hogar services were launched in 2012 to serve areas with limited fixed coverage and have helped secure growth in the fixed telephone market, while the rest of the industry has remained stagnant or contracted. In 2014, Entel launched its new Autopack self-installation fixed telephone kit, available through mass-market distribution channels and department stores. This helped increase the total number of contracted services for Entel Hogar to 275,987 by the end of 2014. Investment Growth in the use of our data centers and cloud platforms has continued in the Corporate Segment, in addition to traditional data network connectivity projects. In the Enterprise and Corporate segments, revenue from data, IT and fixed Internet services grew by 14% in 2014, Annual Report 2014 - For Translation Purposes Only 8 Entel invested a total of USD 893 million in 2014. Of this figure, USD 287 million was destined for Entel Perú, primarily to upgrade and expand the 2G, 3G and 4G voice and data network. EBITDA CLP million 600,000 536,525 EBITDA (ADJUSTED) CLP million 200,000 479,669 469,330 467,316 450,000 167,294 146,965 370,150 150,000 -21% 2% 300,000 100,000 -62% 56,471 150,000 0 PROFIT FOR FINANCIAL YEAR CLP million 50,000 2012 2013 2014 2013* 2014* 0 2012 2013 2014 * Comparable accounting base and excluding Entel Perú. In Chile, the company directly invested USD 370 in its mobile business, mainly to increase the capacity of its 3G network, maintain service quality and implement its 4G network. This figure included USD 48 million of investment to meet mandatory coverage requirements for rural areas as part of the public tender for 2,600 MHz spectrum. The company also invested USD 120 million in data and fixed access network infrastructure, the expansion of shared platforms and data centers. Finally, as part of normal activity in the Corporate and SME segments, USD 93 million was invested in projects and services for customers. Finance Two series of bonds were successfully issued in July 2014. The first was issued on the local market, with a total value of UF 7 million* and a term of 21 years, achieving a final rate of UF+3.53%, which comfortably surpassed expectations. The second series was issued on the international market for USD 800 million with a term of 12 years, and was also highly successful, attracting demand of over USD 2 billion. These resources were used for the early repayment of debt and financing the company’s investment plan and leave Entel in a solid financial position in terms of cash flow and the maturity of its business activities in Chile and Peru. The results obtained from these operations reflect the investor confidence in Entel, a product of its consistent business strategy, solid brand, proven track record and significant cash generating capacity. Financial Results The results for 2014 partly reflect industry adjustment associated with the reduction in mobile termination rates and the slowdown of the Chilean economy, affecting the company's trend of double-digit growth. Consolidated revenue for the year was CLP 1,668,052 million, an increase of 1%, including CLP 151,729 million from mobile operations in Peru. It should be noted that net revenue for the Entel Group (excluding Entel Perú) was CLP 1,516,822, down 4% with respect to 2013. Excluding revenue from access charges for both years and using a comparable basis for accounting for postpaid handsets, underlying growth was 2%. * UF: Unidad de Fomento, an inflation-linked unit of account used in Chile. 9 Annual Report 2014 - For Translation Purposes Only In line with the expected effects of activities to position the Entel brand in Peru, which involve significant investments and commercial costs, EBITDA fell from CLP 467,316 million in 2013 to CLP 370,150 million in 2014. However, excluding the impact of the accounting differences for postpaid handsets and the effects of the Peruvian subsidiary for both years reveals underlying growth of 2%. While modest, this achievement comes in a year marked by reductions in mobile access charges and a significant economic slowdown, making us confident our business in Chile remains robust. In light of the above, the company’s profits for the year were CLP 56,471 million, down 62% with respect to the previous year. In addition to the aforementioned impact of the reduction in EBITDA, profits were also affected by increased net financial expenditure derived from higher debt and higher inflation in Chile, which has affected instruments denominated in UF. Sustainability A continued commitment to the development of telecommunications in Chile, helping to reduce the digital divide, has been part of Entel’s mission and vision since its formation in the aftermath of the earthquake that struck Chile in 1960. This vision is perfectly captured by the Conectando Chile project, which began in 2014 and in which Entel will provide telephone and Internet services to 730 isolated and rural areas nationwide. The initiative will be implemented in two phases, which will benefit 181 and 549 communities, and forms part of the in- Annual Report 2014 - For Translation Purposes Only 10 vestment requirements undertaken as part of the rollout of the company’s 2,600 MHz and 700 MHz networks. Projects of this nature are complemented by others, such as Entel Barrio Feliz, which aims to recover public spaces and improve quality of life. The initiative, which is partly financed by Entel customers recycling old handsets and opting to receive their bill online, has helped the company recover around 6,600 m² of public spaces, creating new green areas and modern infrastructure as part of projects benefiting over 1,600 families in seven districts throughout the country. Awards As part of Entel’s commitment to excellence and quality, in 2014, the company received a number of major awards for corporate governance, sustainability and service quality. These include Best Place to Innovate 2014 for the communications industry, awarded by the Faculty of Economics and Business at the University of Chile, and the Fundación Recyclápolis and El Mercurio award for the successful Entel Barrio Feliz initiative. The company is also extremely proud to receive the Best Customer Experience Award for the telecommunications industry in Ibero-America for the third year, an initiative of the Ibero-American Association of Business Customer Relations (AIAREC), and for being ranked first in the mobile category of the ProCalidad National Customer Satisfaction Awards for the 12th year in a row. Dear shareholders, it has been 50 years since Entel was created. Over the years, the company has shown its ability to adapt to change, continuously reformulating its business model. As I mentioned above, the management review of 2014 reveals a complex and demanding year for both the sector and the company, a year of intense activity in which I believe Entel has made significant progress in laying the foundations for its current and future development. All that remains is to express my gratitude for the professional and human dedication and effort of all our staff, the receptiveness and understanding of all those affected by the company’s activities on a day-to-day basis, the support and collaboration of our suppliers, the preference—and occasionally tolerance—of our customers and, of course, the trust placed in the company by you, our shareholders. With my best wishes, Juan Hurtado Vicuña Chairman 11 Annual Report 2014 - For Translation Purposes Only A giant in numbers » 127 meters high » 4 years to build » 8,000 cubic meters of concrete » 1,100 tons of steel » withstands up to 8 on the Mercalli scale Annual Report 2014 - For Translation Purposes Only 12 Connecting Chileans for 50 years > Origins The earthquake of 1960, one of the worst disasters in the history of Chile and the world’s strongest ever recorded earthquake at the time underlined the need for a modern and secure telecommunications system. After a few intermediate steps, Empresa Nacional de Telecomunicaciones (Entel) was established in 1964, starting out as a public body whose main responsibilities included ensuring the continuity of interurban communications and providing international long-distance connectivity. Since then, the story of Entel has been intimately connected to the development of Chile, made possible by the company’s people and its capacity for innovation. Entel’s mission of providing connectivity to everyone throughout the country has seen it undertake numerous major works, including rolling out what was, at the time, a modern microwave network throughout the majority of the national territory, launching the first Latin American satellite station in Longovilo in 1968, and embarking on its most iconic project to date at the start of the 1970s to address the need for a central node in its telecommunications system: the Entel Tower. Santiago Astrain Castro, an electric civil engineer from the University of Chile, was Entel’s first CEO and held the post from 1965 to 1970. > A national icon and a fundamental part of the image of Chile’s capital city, Santiago Construction on the mega-project began in 1970. At a height of 127 meters, it was one of the bi- ggest engineering feats of the era. Ahead of its time, the structure was designed to withstand seismic forces of up to eight on the Mercalli scale, with special stiffness properties making the oscillations resulting from a large-scale earthquake practically imperceptible. Strategically located on the corner of Alameda and Amunátegui, supported on more than 8,000 m³ of concrete and over 1,100 tons of steel, the structure towers over Santiago. In August 1974, the final section of the tower was completed, making it the tallest building in Chile, a record it held for over two decades. At this stage, the share of the telecommunications industry in the consumer price index was less than 2%, although this was soon to change. One of the main changes in the industry occurred as a result of legislation designed to deregulate pricing and remove barriers to entry to the market. This was complemented by a framework establishing objective economic criteria and regulated processes for fixing prices when required, as well as the requirement to provide interconnection between operators of fixed, mobile and other services, and maximum interconnection prices based on cost criteria. The expansion of the satellite network began in 1977, making it possible to provide coverage throughout all of mainland Chile by 1985. The project began under the management of Jaime Machuca B., CEO between 1977 and 1982. Even if the structure does not currently perform the same role as before, the facilities beneath and around it are still a major node in the Entel network, housing equipment for the trunk network and public telephone services, alongside Internet, television and radio. Two managers were responsible for the project: construction began under Salomón Suwalsky (1970–73) and was completed under the management of Rodrigo José Alonso (1974–77). > The voice business Local voice telephone services comprised around 60% of total industry revenue, followed by longdistance (between 25 and 35%), with the remainder comprising private voice and data services, primarily for businesses, which required a range of fixed and satellite data solutions. > Privatization and ownership Following the changes above, in 1986, the Chilean government began the privatization of the company, which was completed in 1992. This was one of the most important events in the industry, radically altering its structure. A year later, through a series of stock market transactions, Chilquinta (now Almendral) acquired a 19.9% share in the company and in June 1996, a meeting of Entel shareholders authorized an increase in capital, allowing the entry of Stet International Netherlands N.V. (later taken over by Telecom Italia), which shared control with Chilquinta through a shareholder agreement. In March 2001, Telecom Italia acquired the shares of Chilquinta and the 13 Annual Report 2014 - For Translation Purposes Only Matte Group, increasing its stake in the company to 54.76%. The Italian group held its share until March 2005, when they were bought by the current owner Almendral S.A. The process to privatize Entel began when Gerson Echavarría was CEO of the company (1982–86) and was completed under the leadership of Iván van de Wyngard (1986–94). > New industry and reinvention In parallel to this expansion, after making inroads into fixed residential Internet, first with switched Internet services and then with broadband alternatives, Entel began to focus on the business services segment. The company was able to capitalize on the explosive advance in enterprise connectivity requirements, positioning itself as a leader across all segments in this area, building a reputation for network and connectivity services, as well as services related to the outsourcing of integrated IT solutions that combine voice, data and Internet. > Innovation and infrastructure Technological development, regulatory changes and the explosive globalization of the 1990s resulted in more change to the telecommunications market. The Multicarrier system was established in 1994, allowing customers to easily choose between operators for national and international long-distance calls. In the context of these changes and true to the vision on which it was founded, Entel designed a strategy that has allowed it to consolidate its leadership of the fast-moving and dynamic telecommunications industry, continuously reformulating its business model to succeed in highly competitive markets. Its strategy is based on three principles: high-quality service, infrastructure and the ability to innovate and adapt. It was also during the 1990s that the company successfully entered the mobile, market while holding its strong position in the competitive long-distance market with its carrier code 123. In the second half of the decade, Entel was one of the operators authorized to acquire spectrum, and the rollout of networks, coupled with the regulatory changes that established the Calling Party Pays system, saw the company join the re- Annual Report 2014 - For Translation Purposes Only volution that ushered in the mobile world, quickly taking the lead of the rapidly expanding industry at the start of the new millennium. 14 The company has been able to adapt and update its business model to face the challenges of a continuously changing industry. This vision has helped Entel develop a spirit of change and innovation, evidenced by some of the major achievements in its history, not just in Chile, but for the continent as a whole. In 1998, Entel launched the first GSM (Global System for Mobile Communications) network in Latin America. This followed on from the success of the first commercial network with ATM technology in the region in 1997, which subsequently evolved into the current multiservice IP network for fixed broadband solutions, and was followed by the first mobile broadband service delivered over the GPRS platform on the 1,900 MHz band in 2001. Entel was also the first Chilean company to offer a service providing email access from mobile handsets in 2005, an innovation that was reflected regionally when it became the first operator in Latin America to launch commercial 3.5G (2006) and HSDPA+ (2009) networks. The company’s commitment to provide cuttingedge services saw it introduce HSPA+ Dual Ca- rrier technology in 2011, making it one of the first companies in the world to offer this standard. Its inherent capacity for innovation gives Entel the opportunity to sustain its leadership in the integration of IT services over high-capacity business networks with Chile’s first Tier III certified data center. To strengthen and expand this type of innovation, Entel has formed strategic partnerships with leading technology companies such as Vodafone, Samsung and Ericsson in order to continue providing first-class services. Richard Büchi Buc was responsible for leading the process to reinvent Entel in the 1990s. When he took over as CEO in 1994, the company only provided long-distance services and only operated in Chile. He expanded the company into Central America, the United States, Venezuelan and Peru, and on his departure in 2011, Entel led the mobile industry and was also present in data, voice and IT. His tenure also saw the creation of businesses such as the Call Center. Chaca School, Arica. A student who benefited from the Todo Chile Comunicado project, which connected over 3 million people throughout the country. 15 Annual Report 2014 - For Translation Purposes Only Aerial photography from the book ‘Santiago Desde el Aire’ by Chilean photographer Guy Wenborne. Annual Report 2014 - For Translation Purposes Only 16 > A distinctive experience > Regional expansion To promote closer relationships with its customers in an industry experiencing vertiginous growth, in the second half of 2011, Entel integrated its mobile and fixed operations under a new organizational structure based on the market segments in which it operates: Consumer, Enterprise, Corporate and Wholesale. Entel has had a presence in Peru since 2002, firstly through Americatel and then with Servicios Call Center. In January 2012, a new challenge arose as a result of regulatory changes introducing number portability for mobile telephone services throughout the country and the unlocking of handsets. In this new context of increased competition, the company continued expanding its services with Entel Hogar, which saw it begin to provide wireless fixed telephone, satellite television and mobile Internet services to residential customers. During this period, the company also launched a new service in the Wholesale Segment with an agreement to provide the department store Falabella with network infrastructure services to allow it to provide services as a Virtual Mobile Network Operator (MVNO). Finally, March 2013 saw the publication of the decree formally awarding block B of frequency on the 2,600 MHz band to Will S.A., one of the Entel Group’s concessionaires, allowing the company to consolidate its technological leadership by rolling out Chile’s largest LTE (4G) network, with 800 points of presence throughout the country. Antonio Büchi Buc has led the company since 2011 and has been at the head of its transformation from voice services to mobile data. For five decades, Entel has diversified, providing world-class services that allow Chileans to live better connected everyday, a project which has now crossed borders. In 2013, the company significantly expanded its Peruvian operations with the acquisition of 100% of Nextel Perú, the country’s third largest mobile company, after signing a purchase agreement with NII Holdings in April in a share transaction valued at USD 410.6 million. 2014 marked the successful launch of the new Entel Perú brand, focusing on the Consumer Segment. The award of a block of 40 MHz on the AWS band in 2013 represented a step forward in Entel’s strategy to position itself on a larger scale in the neighboring country, allowing it to roll out 4G LTE networks in Peru. In Peru, the company has focused on building its technical capacity by upgrading the totality of its network, now the most modern in the country and offering the best 4G LTE experience. This has been complemented by the expansion of telecommunications infrastructure to improve the quality and coverage of mobile services on a daily basis. The company’s goal is to provide a reliable data service, full 4G LTE coverage and a voice service that provides customers with flat rates to all destinations. The process was completed in October 2014 after nine months of work, culminating in the switch from the Nextel Perú brand to Entel Perú. Continuing its regional expansion, the company is now well placed to replicate the strategy that has been so successful in Chile over the last 50 years in Peru. 17 Annual Report 2014 - For Translation Purposes Only Highlights 50 Years 1960 1970 1980 1990 1964 1974 1987 1990 1995 CREATION ENTEL TOWER NETWORK DIGITIZATION FIBER OPTIC NETWORK INTERNET SERVICES Empresa Nacional de Telecomunicaciones (Entel) was established by Treasury Decree on December 30 to provide national and international long-distance telephone and telegraph services to businesses. The company opened the 127 m structure that houses the National Telecommunications Center. Entel reaffirmed its technological leadership with the digitization of its national and international longdistance network. Entel began the development of its fiber-optic network, which now runs for over 5,000 km throughout the length of Chile. Entel began providing Internet access services. 1968 FIRST SATELLITE STATION Entel installed Latin America’s first satellite station in Longovilo. 1996 1977 SATELLITE EXPANSION Construction of three new satellite stations to provide coverage throughout mainland Chile, completed in 1985. 1992 LOCAL TELEPHONE SERVICE PRIVATIZATION The company began operations through the subsidiary Entel Telefonía Local. Completion of the privatization process that began in 1986. 1993 EASTER ISLAND INTERNATIONAL EXPANSION Entel installed infrastructure to provide telephone services on Easter Island, making it the only operator with this type of presence on the island. Entel began its expansion abroad with the creation of Americatel Corp to provide long-distance services in the United States. It took over Americatel Centroamérica the following year. Both companies were sold in 2006. 1994 MULTICARRIER SYSTEM Under Multicarrier code 123, Entel began to compete with other operators in its original business area. Annual Report 2014 - For Translation Purposes Only 18 ANALOG CELLPHONE SERVICE Entel took over Telecom Celular S.A., an analog mobile services provider with coverage in various regions throughout the country. 1997 PCS MOBILE SERVICE Following the award of two PCS (Personal Communication Service) licenses, Entel launched a national mobile service. In 1998, Entel began to offer digital mobile services on 60 MHz of spectrum on the 1,900 MHz band. 2000 2010 2000 IT SERVICES 2010 2012 2013 CALL CENTER Entel expanded the areas in which it operates to include IT services. NEW DATA CENTER TODO CHILE COMUNICADO CIUDAD DE LOS VALLES PHASE 2 Entel launched the first phase of 2,000 m² of its Ciudad de los Valles data center with plans for a total of 8,000 m² of floor space, marking the beginning of an industry-wide shift toward high-quality, local data centers. Entel and the Chilean Government successfully completed the first large connectivity project, providing broadband coverage to a total of 1,474 rural areas, benefiting more than 3 million people. Launch of phase two of the Ciudad de los Valles data center in March, increasing floor space at the site to 4,000 m² (in addition to 3,000 m² at other sites). The project has Tier III Design Documents and Tier III Constructed Facility certification, awarded by the Uptime Institute. To improve customer service and promote the use of remote channels, the company created the Entel Call Center subsidiary, which subsequently expanded its services to other customers in Chile and Peru. LAUNCH OF BLACKBERRY Entel became the first company in Chile to offer BlackBerry technology. ACQUISITION OF TRANSAM AND WILL 2001 2006 MOBILE BROADBAND 3.5G LAUNCH Entel PCS launched Latin America’s first Mobile Broadband service with the implementation of the first 1,900 MHz GPRS platform to provide Internet access from mobile handsets. Entel became the first Latin American operator to launch a commercial 3.5G mobile network. EXPANSION IN PERU PARTNERSHIP WITH VODAFONE 2011 Entel created Americatel Perú to provide long-distance and traffic termination services in the country. Entel formed a strategic partnership with Vodafone, the world’s leading mobile operator. DUAL CARRIER PIONEER ENTEL WILL TAKEOVER OF CIENTEC EntelPhone acquired two licenses on the 3,500 MHz band for wireless fixed telephone services, also allowing it to provide broadband Internet access (Entel Will). Acquisition of Cientec Computación S.A to consolidate Entel’s strategy in the IT market. 2005 CONNECTING ANTARCTICA Installation of infrastructure to provide telephone connectivity in Antarctica. Entel acquired 100% of shares in Transam, an intermediary telecommunications services company and long-distance operator, and Will, a local wireless telephone and data transmission services company. 2008 Entel became the first operator in Latin America to implement HSPA+ Dual Carrier, a technological milestone in the evolution of its 3G HSDPA+ network, providing users with maximum download speeds of up to 22 Mbps, almost double the existing capacity. 2009 ENTEL VISA CARD ISSUED FIRST COMMERCIAL HSPA+ NETWORK Launch of the Entel Visa card, the fruit of a long-term partnership with Banco de Chile Operating the first commercial HSPA+ network in Latin America, Entel PCS was able to offer the fastest broadband speeds on the market. AWARD OF 4G SPECTRUM Entel was awarded the central 40 MHz block on the 2,600 MHz band in a tender run by the Department of Telecommunications, allowing it to provide services over networks using LTE or 4G technology. EXPANSION OF PAY TV The company launched Entel Hogar, providing wireless fixed telephone services, satellite television and Internet to the residential segment. The services aim to meet the connectivity and entertainment needs of customers in areas with limited coverage. ACQUISITION OF NEXTEL PERÚ Entel acquired a 100% share in Nextel Perú, the third largest mobile company in the country. 4G SPECTRUM IN PERU Through its Americatel Perú subsidiary, Entel acquired a 40 MHz block on the Advanced Wireless Service (AWS) band, allowing it to deploy networks with LTE technology. MVNO SERVICES Entel signed an agreement with the department store Falabella to provide network infrastructure services for the company’s Mobile Virtual Network Operator (MVNO) subsidiary, a new segment of the Chilean market. RESTRUCTURING Corporate restructuring to integrate the fixed and mobile businesses to promote closer customer relationships and allow the company to adapt to new challenges and the transformation of the market. Under its new structure, activities are organized based on market segments. 19 Annual Report 2014 - For Translation Purposes Only Highlights 2014 Successful bond issue on the local market Mobile Termination Rate At the start of the year, the authorities applied a 75% reduction in mobile termination rates as part of the process to set the rate for the mobile industry, which takes place every five years. First Latin American member of the PMI Global Executive Council Entel became the first company in the region on the PMI Global Executive Council, an international organization comprising representatives from leading global companies including NASA, Boeing, Airbus, Microsoft and Dell. January Data center operational efficiency award With demand among investors almost double the offer, Entel successfully issued bullet bonds on the local market with a value of UF 7 million and a term of 21 years. The totality of resources raised by this transaction will be used to refinance existing liabilities. Entel received a Brill Award, one of the most highly regarded awards for efficient operations, from the Uptime Institute, internationally known for the creation and management of the Tier III standard, to which data centers throughout the world aspire. BEST CUSTOMER EXPERIENCE 2014 Bond issue on the international market After complying with a strict review process, Entel was certified as an Excellent SAP Hosting Partner, making it the only company in Chile with this rating. The Ibero-American Association of Business Customer Relations (AIAREC) awarded Entel Best Customer Experience 2014 in Ibero-America for the telecommunications category. The company was also awarded Best Customer Experience in Chile for the telecommunications category. The award is based on the opinion of 130,000 consumers in Brazil, Chile, Colombia, Spain, Mexico and Venezuela. Entel successfully issued USD 800 million in 11.5-year bonds in New York, the second transaction of its type undertaken by the company outside Chile. The resources raised will be used for the company’s investment plan and other corporate purposes. March May July SAP Hosting Partner Excellent Certification Leading portability in Peru NATIONAL CUSTOMER SATISFACTION AWARD For the twelth year in a row, Entel was awarded first prize in the mobile category of the National Customer Satisfaction Prize run by ProCalidad, reaffirming its leadership in terms of service quality. Conectando Chile Launch of the Conectando Chile project, which will provide voice and Internet coverage to 730 isolated and rural areas throughout the country. The initiative will be implemented in two phases, the first of which will benefit 181 communities, with the second adding the remaining 549. The project forms part of the investment requirements undertaken as part of the rollout of the company’s 2,600 MHz and 700 MHz networks. Best entrepreneur and company award 2014 Entel came first in the Best Business Initiative category in the award run by ‘Diario Financiero’ for the launch of its 4G service and providing access to all customers with full multimedia plans and 4G handsets without additional charges. CORPORATE GOVERNANCE LEADER SAP HANA Operation Services certification Entel became the first telecommunications company in Chile to receive the SAP HANA Operation Services certification, ensuring it meets all the requirements of SAP AG for the deployment of hosting and platform administration services for Corporate customers. Elimination of LDN Following a gradual rollout since March, the process to eliminate the national long-distance category in each of the country’s 13 zones was completed in August 2014. August The company successfully launched the Entel Perú brand, supported by the expansion and modernization of the existing 2G, 3G and 4G network, with an attractive range of products focusing on high-value customers. October Leading innovation Entel came first in the Most Innovative Companies ranking for 2014, run by the ESE Business School at the Los Andes University. Best place to innovate In recognition of its policies and initiatives for innovation, Entel was awarded the Best Place to Innovate prize for 2014 for the telecommunications industry by the Faculty of Economics and Business at the University of Chile in partnership with the Chilean Economic Development Agency (CORFO) and the research firm Cadem. ALAS20 ranked Entel third in the Corporate Governance Leading Business category as part of the Govern Art project that took place in Chile, Colombia and Peru to promote and recognize companies, investors and professionals that contribute to the sustainable development of Latin America toward 2020. Launch of the Entel brand in Peru More than 87,000 customers switched to Entel Perú since the maximum period to complete the change process was reduced to 24 hours in July 2014. This has allowed Entel to lead the market in terms of the number of customers switching to the company (both prepaid and postpaid), almost double the next best competitor. Recyclápolis–El Mercurio prize for Barrio Feliz Fundación Recyclápolis and El Mercurio awarded Entel second place in the Earth category for its Barrio Feliz project, which aims to improve quality of life by recovering public spaces. Entel customers help finance the initiative by recycling old handsets and signing up to receive their bill electronically. November Successful 4G LTE pilot on 700 MHz In partnership with Ericsson, Entel carried out its first tests of the 4G LTE network on the 700 MHz band in Rancagua, a first in Latin America. With 10 test sites, transmission took place on the APT700 network (Asia-Pacific Telecommunity 700 MHz), successfully providing indoor and outdoor coverage. December The Parque Titanium development by night, the location of Entel’s head office. Annual Report 2014 - For Translation Purposes Only 22 50 _ YEARS Entel is born to connect Chile Entel was founded in response to the devastating effects of the earthquake that struck Valdivia in 1960, severely disrupting the country’s interurban network, to ensure the security of Chile’s communications network, with a commitment to making people better connected via a modern and secure telecommunications system. 1964 23 Annual Report 2014 - For Translation Purposes Only 01 Company Information Profile The best and most modern infrastructure in the industry allows Entel to provide first-class telecommunications services that help more people live better connected every day. Ownership Competitive Position Market capitalization USD 2,377 million Industry revenue share 29.7% Entel Mobile Chile »» Revenue share of services 44.7% »» Market share 38% »» Top of mind 46% »» Brand preference 46% Leadership among high-value customers »» Average revenue per user +27% »» Satisfaction gap +32pp Fixed »» Revenue share Enterprise Segment 20% »» Revenue share Corporate Segment 63% »» Satisfaction gap Corporate Segment 5pp 36.12% OTHER 54.76% ALTEL INVERSIONES LTDA (1) 9.12% PENSION FUNDS Mobile customers CAPEX 2014 11.8 million USD 893 million 10,106 1,043 11,985 11,840 1,556 1,738 996 861 8.1% 2,628 CAPEX / Total revenue: 30.8% Entel Perú 2,840 2,962 PERU MBB 6,435 6,593 6,279 PP 2013 2014 Annual Report 2014 - For Translation Purposes Only Sustained 4G obligations (non-commercial) 1.7 pp Entel Hogar 0.5 pp Extraordinary CAPEX 12.2 pp Ordinary CAPEX 18.6 pp growth in SS 2012 10.0 pp 4.3% high-value customers. Source: Capex and Revenue IDG Dec 2014 in CLP. 24 Spectrum Chile: 150 MHz. Peru: 156.5 MHz Chile(1) Perú(2) 2012 2014 2012 2014 80 MHz 150 MHz 81.5 MHz 156.5 MHz Infrastructure Chile: 5,597 PoPs. Peru: 1,713 PoPs. +20% 5,597 4,676 Indoor coverage rolled out Jan-Sep 2014 +113% 1,713 (3) 805 2014 2012 CHILE Chile(4): 1,817,000 m2 Data center (m²): Chile: 7,500 Perú: 600 2014 2012 PERÚ Conversion to data Postpaid customers with data 66% Data plans (% of postpaid customer base). 66% 55% Source: internal data. (1): Spectrum in Chile only includes mobile. 42% (2): Spectrum in Peru only includes Americatel 2012, 28% Americatel + Entel Perú 2014. (3): Point of Presence (PoPs) for Americatel + Nextel Peru in 2012. (4): 300,000 m2 were added in 2011 2012 2013 2014 25 Santiago for 2013. Annual Report 2014 - For Translation Purposes Only Entel is one of the leading telecommunications companies in Chile and aims to provide services with a distinctive quality, backed by the most modern infrastructure in the industry. The company provides a full range of services, including mobile and fixed communications, IT outsourcing and contact center, offering consumers, enterprises and corporations a world-class connectivity experience. This strategy, consolidated by 50 years of experience, has allowed the company to position itself as solid and reliable, with the financial infrastructure to continue developing its leadership in Chile and take advantage of development opportunities that are currently present in the telecommunications market in Peru, where it has positioned itself as a full-service operator. In Peru, the company operates through the subsidiaries Entel Perú, Americatel Perú and Servicios de Call Center del Perú. With a similar strategy in terms of positioning and the expansion of services, backed by the most modern infrastructure in the country, in 2014, the company successfully launched the Entel Perú brand, supported by the expansion and modernization of the existing 2G, 3G and 4G network, and offering an attractive range of products focusing on high-value customers. Market Share As of December 2014, Entel led Chile’s mobile services market, with 10,102,116 customers, representing 38% of the total number of users, taking into account both voice and mobile broadband. This figure is complemented by 1,738,450 customers in Peru, a net increase of 11% from the previous period, giving Entel a market share of approximately 6%. Ownership With a market capitalization of USD 2,377 million at the end of 2014, Entel Chile S.A. is one of the largest corporations in Chile, with ownership distributed among 2,086 shareholders. The controlling shareholder is Inversiones ALTEL Ltda., with a share of 54.76%. Inversiones ALTEL Ltda. is a subsidiary of Almendral S.A., an investment company controlled by six corporate groups with a presence in various Annual Report 2014 - For Translation Purposes Only 26 sectors of the Chilean economy and a strong commitment to the development of the telecommunications and IT industry. Investment Entel continuously invests in its networks, platforms and data centers in Chile and Peru. In 2014, it invested a total of USD 893 million, which included a project for mandatory areas and the provision of minimum coverage as part of the acquisition of spectrum on the 2,600 MHz band in Chile. Credit Ratings To maintain the solvency of the business, Entel has a credit rating policy of maintaining investment grade status and its debt structure is managed accordingly. Credit Ratings Ratings Agency Rating Outlook Classification Date Standard & Poor’s BBB Stable July 2014 Fitch International BBB+ Stable July 2014 Fitch Local AA- Stable April 2014 ICR Local AA Negative November 2014 GROSS REVENUE BY SEGMENT 2% 9% 3% AMERICATEL CALL CENTER PERU ENTEL PERU 5% WHOLESALE ENTEL CHILE 12% CORPORATIONS ENTEL CHILE 17% ENTERPRISES ENTEL CHILE 52% CONSUMERS ENTEL CHILE KEY FIGURES (CLP million) 2014 2013 % Change 2012 1,668,052 1,643,930 1% 1,440,978 EBITDA 370,150 467,316 -21% 536,525 Operating profit 126,769 218,037 -42% 221,580 Annual profit 56,471 146,965 -62% 167,294 Profit per share (CLP) 238.75 621.36 -62% 707.3 Dividend yield (%) 3.77 5.26 - 5.61 Return on equity (%) 6.15 17.34 - 21.08 Assets 3,035,795 2,256,950 35% 1,695,255 Liabilities 2,079,451 1,375,865 51% 881,249 956,345 881,085 9% 814,007 Consolidated revenue Equity 27 Annual Report 2014 - For Translation Purposes Only Strategy Vision Mission Entel’s mission is to ensure we all live better connected, making a responsible contribution to the transformation of our society. A world-class service company that provides its customers with a unique experience. A place for people to reach their full potential. A company continuously reinventing itself to strengthen its leadership. Entel’s mission and vision are backed by a solid brand, a challenging workplace, the country’s most modern and reliable networks and data centers, best practices in customer service, and a systematic culture of innovation across all areas of the business. BUSINESS FOCUS AND EMPOWERING PRINCIPLES Integrated Mobile data growth, transforming service range Home wireless Fiber optic solutions for SMEs solutions IT services for Corporations and Growth in Peru SMEs Business priorities Invest in Customer-focused Innovation in People that fit in Contributing to spectrum and improvements products and with development and infrastructure and efficiency services our culture sustainability Empowering principles Annual Report 2014 - For Translation Purposes Only 28 Strategic Priorities 1. 2. 3. 4. 5. 6. 7. 8. Maintain the standards of service of our network and IT infrastructure Ensure end-to-end quality through efficient networks and technology platforms that meet the highest standards, designed to guarantee the highest standards when it comes to experience and allow the company to provide its customers with the best possible service. Continuously improve the customer experience and loyalty Entel systematically works to ensure its customers have the best possible experience when they interact with the company, from consumers to large corporations, for mobile, fixed and IT services. This ensures customers have easy, secure and reliable access to connectivity and related services, helping increase loyalty. Promote innovation Entel’s objective is to provide customers with the most attractive and innovative range of mobile and fixed services. The company does not only have people and resources for making the latest technologies available but also to ensure the organization transforms in a coherent manner and delivers a distinctive experience. Expand mobile data services Entel continues adapting in order to lead the transformation in mobile data, exploring the specific needs and opportunities of our customers, redesigning our products and facilitating interaction through stores, digital platforms and other service channels. Promote the growth of outsourcing services Entel works to maintain its leadership in the business market, supporting customers in the various sectors with integrated high-quality products. The company’s aim is to increase its share of IT outsourcing in the Enterprise and Corporate segments, focusing on integrated services that combine connectivity, cloud platforms and IT outsourcing. Expand residential services Entel aims to take advantage of the reputation of its brand to expand its range of voice, Internet and television products in specific sectors of the residential market. Expand our operations in Peru Entel aims for Entel Perú to stand out in all dimensions of service. The company continues to use its experience and capacity to take advantage of opportunities for development and growth in this high-potential market. Efficiency in investments and costs Entel firmly believes the quality and excellence it seeks to provide its customers requires efficiency in its operations and the deployment of resources. The company measures itself against the highest standards in the markets in which it operates. 29 Annual Report 2014 - For Translation Purposes Only 01 Company Information Corporate Governance Entel’s corporate governance system aims to create sustainable value for shareholders and society by making a significant contribution to the development of telecommunications and information technology. Entel Mountain Bike Challenge 2014 – connected to sport. Over 3,500 cyclists attended the largest mountain biking event in Chile. Principles and Corporate Governance Manual Entel’s corporate governance aims to safeguard the rights of shareholders and is based on ensuring the equal treatment of all shareholders, the timely and accurate disclosure of any relevant information about the company, and the responsibility of the Board of Directors in making decisions and approving strategic directives. A fundamental part of corporate governance to ensure the creation of long-term value Annual Report 2014 - For Translation Purposes Only 30 is the supervision of senior management in line with these principles and the development of strong and sustainable relationships with the company’s stakeholders (shareholders, employees, customers, suppliers and the community). To ensure sound and efficient management, Entel has a Corporate Governance Manual, which was last updated in March 2014. The manual governs aspects related to legisla- tion covering the securities market and corporations that is designed to improve corporate governance, as well as specific regulations covering corporations and the adoption of standards and guidelines established by General Regulation No. 341 of the Chilean Superintendency of Securities and Insurance that help improve the governance of the company. The committee’s main duties include examining the external auditors’ reports, balance sheets and other financial statements, proposing auditors and risk ratings agencies to the board of directors and reviewing transactions between related parties, in addition to other material contained in the Corporate Governance Manual. The Corporate Governance Manual brings together all the relevant guidelines in a single volume, in addition to updated versions of the previous regulations governing the Directors Committee and the handling of market sensitive information, without affecting the company’s by-laws and code of ethics. The Entel Directors Committee has three members: Luis Felipe Gazitúa Achondo (Chairman of the Committee), Richard Büchi Buc (Director of the Controller) and Alejandro Pérez Rodríguez (Independent Director). Organization and Operation Directors Committee Corporate governance at Entel is the responsibility of a board of directors with nine members who do not hold executive positions at the company and are appointed for twoyear terms with the possibility of re-election. The current board of directors was appointed at the Annual General Meeting of Shareholders held in April 2014. Ethics To ensure sound management and meet the highest standards in good practices, Entel has an Ethics Committee comprising six company executives appointed by the CEO. This committee is responsible for resolving various regulatory issues, especially responding to claims made via whistle-blower channels. The members of the committee are: Manuel Araya, Juan Baraqui, Luis Cerón, Cristián Maturana, Alfredo Parot and Felipe Straub. The secretary is Diego Santa María. The functions of the board include representing shareholders and managing the company to ensure it meets its financial, social and environmental objectives. The board also appoints the CEO, who has all the legal powers and responsibilities of their position. By law, the position of CEO is incompatible with the roles of company chairman, director, auditor and accountant. The Code of Ethics was established in 2009 as the basis for the committee, detailing the activities of its members. The document was last updated on June 3, 2013 to include the directors under the applicable categories and adapt the content in line with the new vision, mission, framework of values and commitment of Entel and its subsidiaries, following the integration of the fixed and mobile businesses. To continuously monitor the company’s performance, the CEO reports the most important management issues on a monthly basis and the corresponding assessments establish steps to ensure compliance with the company’s goals and objectives. The Code of Ethics also covers updates to corporate governance guidelines and the approval and consolidation in the Corporate Governance Manual of the self-assessment measures set out in General Regulation No. 341 of the Chilean Superintendency of Securities and Insurance. By law, Entel has a Directors Committee, which is responsible for representing the interests of minority shareholders. 31 Annual Report 2014 - For Translation Purposes Only Farmer in Bahía Murta (Aysén Region), who can now communicate with his family thanks to the connectivity provided by the Todo Chile Comunicado project. ment systems and internal auditing, and potential conflicts of interest regarding the audit company or its staff, in terms of the provision of other services to the company or the companies in its corporate group. Criminal Liability of Legal Entities Regarding the criminal liability of legal entities for certain offenders, the company has established the offense prevention model set out in Act No. 20,393, with the Head of Internal Audit responsible for ensuring the model works correctly. Strategic risks In partnership with the consultancy firm Deloitte, the company has drawn up a map of the main strategic risks faced by the business, together with plans for their mitigation. Internal audit area Entel also has a Corporate Internal Audit Department responsible for ensuring the effectiveness and efficiency of its internal control system, identifying any risks in a timely manner and recommending actions to mitigate them. Additionally, the Board of Directors and the Directors Committee meet with the external auditors at least twice a year to review matters such as the annual audit program, any discrepancies detected in accounting procedures, manageAnnual Report 2014 - For Translation Purposes Only 32 Corporate Best Practices On March 31, 2014, Entel submitted information to the Chilean Superintendency of Securities and Insurance on corporate governance practices adopted by the company in line with the provisions of General Regulation No. 341. Remuneration of the Board The remuneration of the directors (detailed in the table below) is approved on an annual basis at the General Meeting of Shareholders. None of the members of the board of directors or the organization’s executives are remunerated with stocks and shares in the company or for their work as directors of subsidiary companies. NAME 60 reports made to the Ethics Committee in 2014. 100% of reports were analyzed and proceeded to investigation. 95% of reports received in 2014 were closed during the same year. Tax ID 2014 (CLP th) 2013 (CLP th) Juan Hurtado Vicuña 5.715.251-6 73,455 70,500 Luis Felipe Gazitúa Achondo 6.069.087-1 69,273 66,478 Raúl Alcaíno Lihn 6.067.858-8 33,573 34,235 Juan Bilbao Hormaeche** 6.348.511-K 35,658 36,261 Richard Büchi Buc 6.149.585-1 49,335 48,348 Juan José Claro González* 5.663.828-8 11,332 32,221 Andrés Echeverría Salas 9.669.081-9 33,534 36,261 Juan Mac-Auliffe Granello 5.543.624-K 37,785 35,254 Alejandro Pérez Rodríguez 5.169.389-2 50,380 48,348 Bernardo Matte Larraín 6.598.728-7 21,162 - 415,489 407,906 Total * Juan José Claro González ceased to be a director in April 2014. ** Juan Bilbao Hormaeche tendered his resignation on December 23, 2014. During the financial year, the Directors Committee did not incur any expenses or contract any consultancy services. Investor Relations Corporate Reputation Entel has an investor relations area that is responsible for providing the information required by the financial market and disclosing information about the company to comply with current regulations. The relevant information is also published online at entel.cl/inversionistas. Entel maintained its position as the telecommunications company with the best corporate reputation in Chile in the Merco corporate reputation ranking. Now in its fifth year, the study ranked the company 11th among the 100 companies that were evaluated, based on responses from 430 directors from corporations with a turnover above USD 30 million. The analysis was carried out by 368 experts, who evaluated aspects such as financial results, information quality, commitment to the community, the quality of the workplace and the products and services provided. 33 Annual Report 2014 - For Translation Purposes Only 01. 02. 03. 04. 05. 06. 07. 08. 01 Company Information Board of Directors 01 Juan José Hurtado Vicuña Chairman Civil Engineering, Universidad de Chile. Tax ID: 5.715.251-6 02 Luis Felipe Gazitúa Achondo Vice Chairman Business Studies, Universidad de Chile. Tax ID: 6.069.087-1 03 Bernardo Matte Larraín Director Business Studies, Universidad de Chile. Tax ID: 6.598.728-7 04 Richard Büchi Buc Director Civil Engineering, Universidad de Chile. MBA, Wharton School of Business, University of Pennsylvania. Tax ID: 6.149.585-1 05 Juan José Mac-Auliffe Granello Director Business Studies, Pontificia Universidad Católica de Chile. Tax ID: 5.543.624-K 06 Andrés Echeverría Salas Director Business Studies, Pontificia Universidad Católica de Chile. MBA, University of California, Los Angeles. Tax ID: 9.669.081-9 07 Alejandro Pérez Rodríguez Independent Director Industrial Civil Engineering, Universidad de Chile. Masters in Economics, University of Chicago. Tax ID: 5.169.389-2 08 Raúl Alcaíno Lihn Director Industrial Civil Engineering, Universidad de Chile. Tax ID: 6.067.858-8 35 Annual Report 2014 - For Translation Purposes Only Juan Bilbao Hormaeche Director Business Studies, Pontificia Universidad Católica de Chile. MBA, University of Chicago. Tax ID: 6.348.511-K Note: Resigned as a director on December 23, 2014. 01 Company Information Management Entel’s business is structured around the different market segments in which it operates: Consumer, Enterprise and Corporate. Each division has its own teams for innovation and product development, pricing, marketing, sales, and customer service. Traditional technology activities (networks, systems, and operations) and the Wholesale Segment are grouped under a convergent Technology and Operations area. Finally, the IT Services area is responsible for managing, operating and running platforms for processing, transactions and connectivity (cloud services, data center, outsourcing). All units operate under a single leadership and were devised in line with international best practices, anticipating close integration among different areas as a result of increasing synergies in technology. Executive Compensation In 2014, the value of remuneration payments to senior management at Entel was CLP 9,431,287,490, distributed between 104 people (Entel S.A. and its subsidiaries). The total value of bonuses paid for the year was CLP 5,891,760,626. Severance pay for 2014 was CLP 549,157,291, distributed between six managers. Annual bonuses are paid in line with pre-established formula based on achieving corporate targets for the respective areas. There is a long-term plan established with a horizon of at least six years to accrue fixed and variable payments for meeting targets, with a maximum established for variable amounts. All these payments are included in the values stated above for 2014. To correctly handle strategic and management issues, the executive group has a business-wide governance system that supports its corresponding responsibilities. Issues managed in this way include the approval and monitoring of investments, the control of operations aligned with customer quality targets, the management of human capital and its associated strategies, and communications. Workforce Entel S.A. Management Professional and technical Clerical Total Other Call Center Entel PCS Call Center S.A. subsidiaries Perú Americatel Perú Entel Perú (Nextel) Total 54 41 18 1 9 26 58 207 2,039 1,337 191 34 253 89 163 4,106 795 1,102 1,685 269 2,058 204 1,968 8,081 2,888 2,480 1,894 304 2,320 319 2,189 12,394 Annual Report 2014 - For Translation Purposes Only 36 Senior Management Felipe Ureta Prieto Finance and Management Control Executive From April 2005 Various roles at Entel since January 1994. Juan Baraqui Anania Risk and Management Executive From March 2011 Various roles at Entel since 1994. Business Studies, Pontificia Universidad Católica de Chile. Tax ID 7.052.775-8 Business Studies, Universidad de Santiago de Chile. MBA, University of California, Los Angeles. Tax ID 7.629.477-1 Felipe Straub Barros Human Resources Executive From January 2012 Cristián Maturana Miquel Legal Executive From March 1994 Psychology, Pontificia Universidad Católica de Chile. MBA, Universidad Alberto Hurtado / Loyola College, Maryland. Tax ID 8.131.463-2 Law, Universidad de Chile. Tax ID: 6.061.194-7 Manuel Araya Arroyo Regulatory and Corporate Affairs Executive From March 2011 Various roles at Entel since May 1994. Luis Cerón Puelma Internal Audit Executive From July 1997 Civil Engineering and MBA, Pontificia Universidad Católica de Chile. Tax ID 10.767.214-1 Antonio Büchi Buc Chief Executive Officer, Entel Group From March 2011 Various roles at Entel since 2000. Civil Industrial Engineering, Pontificia Universidad Católica de Chile. Masters in Economics, University of José Luis Poch Piretta Vice President Consumer Segment From March 2011 Various roles at Entel since February 1993. Business Studies, Pontificia Universidad Católica de Chile. Tax ID 7.010.335-4 Chicago. Julián San Martín Arjona Vice President Corporate Segment From December 2006 Tax ID 9.989.661-2 Industrial Civil Engineering, Universidad de Las Américas. Computer Engineering, Universidad de Chile. Tax ID 7.005.576-7 Víctor Hugo Muñoz Álvarez IT Services Executive From March 2011 Various roles at Entel since August 2005. Mario Núñez Popper Vice President Enterprise Segment From March 2011 Various roles at Entel since 1993. Civil Industrial Engineering, Pontificia Universidad Católica de Chile. Tax ID 8.165.795-5 Alfredo Parot Donoso Vice President Technology and Operations From March 2011 Various roles at Entel since January 1996. Civil Industrial Engineering, Pontificia Universidad Católica de Chile. Tax ID 7.003.573-1 Patricio Pérez Gómez Strategy and Innovation Executive From May 2014. Electronic Civil Engineering, Universidad Técnica Federico Santa María. Corporate Senior Management Program, Universidad de los Andes Tax ID 7.479.024-0 Structure Chart Accounting & Auditing, Universidad Católica de Valparaíso. Tax ID 6.271.430-1 Industrial Civil Engineering and Masters in Engineering Sciences, Pontificia Universidad Católica de Chile. MBA, Universidad Adolfo Ibáñez. Tax ID: 11.847.168-7 ANTONIO BÜCHI B. Chief Executive Officer FELIPE URETA P. JUAN BARAQUI A. FELIPE STRAUB B. CRISTIÁN MATURANA M. MANUEL ARAYA A. Luis Cerón P. Finance and Management Control Executive Management Executive Human Resources Executive Legal Executive Regulatory and Corporate Affairs Executive Internal Audit Executive José Luis Poch P. Mario Núñez P. Julián San Martín A. Alfredo Parot D. Víctor Hugo Muñoz A. PATRICIO PÉREZ G. Vice President Consumer Segment Vice President Enterprise Segment Vice President Corporate Segment Vice President Technology and Operations IT Services Executive Strategy and Innovation Executive 37 Annual Report 2014 - For Translation Purposes Only 01 Company Information Human Resources In alignment with its business strategy Entel provides the continuity needed to help its human capital reach its full potential. Corporate Culture »» Launch of the SAP Success Factors platform. »» 81% of employees agree Entel is ‘a great place to work.’ »» 98% of the workforce is covered by the performance evaluation system. »» With an accident rate of 1.39% in December 2014, the company is comfortably below the average of 2.44% for the telecommunications industry. In 2014, efforts were focused on consolidating and ensuring the uptake of Entel’s corporate culture, as set out in its mission, vision and cultural principles. This was achieved through a communications program specifically focusing on 12 areas of the country, with experience workshops providing spaces for conversation, analysis and reflection to help strengthen concepts associated with the corporate culture among the participants, empowering them as facilitators. The workshops covered 70% of the workforce in the cities of Iquique, Antofagasta, Calama, Valparaíso, Viña del Mar, Rancagua, Chillán, Concepción, Temuco, Puerto Montt and Punta Annual Report 2014 - For Translation Purposes Only 38 Arenas. The program also continued in Santiago, specifically targeting area managers. A total of 2,650 hours was invested in the workshops, which reached the conclusion that the company’s strongest cultural value is its customer focus. New and improved ways of working As part of the cultural transformation that began in 2012, the refurbishment of various workplaces in Santiago and other parts of the country was carried out to meet the infrastructure standard established by the company’s cultural principles. Four new offices in Santiago, Valdivia and Puerto Montt were refurbished in 2014, benefiting 224 employees throughout the company. The architectural design was based on the idea that people are the most important part of Entel and the need for collaborative working, clear and transparent communication, and the intensive use of technology to meet the challenge of continuous innovation. Internal Mobility Industry and economy comparison Accident rate (Jan 2013 – Dec 2014) 6 5 4 3 2 1 Internal development opportunities were provided to 380 employees in 2014 to recognize the performance of the Entel workforce. Half were promoted to positions of more responsibility and the other half took up new roles within the organization. These figures mean the internal mobility process benefited 6.7% of the workforce (figures from November). Recruitment and Staff Turnover To ensure the highest standards of quality across all processes, all members of the workforce participate in the performance evaluation system during the year. 380 employees benefited from the company’s internal development policies. This is an important part of helping the company retain its talent. The monthly turnover rate for 2014 was 1.3%, representing the loss of 920 workers. 0 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY 2013 INDUSTRY JUN JUL AUG SEP OCT NOV DEC 2014 ENTEL PCS ECONOMY ENTEL SA ENTEL GROUP Industry and economy comparison Absence from accidents (Jan 2013 – Dec 2014) 140 120 100 80 60 To fill these positions and those created by internal mobility, 1,067 selection processes took place between January and December, helping Entel find the right people to meet the requirements of the organization. 40 20 0 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN 2013 INDUSTRY 39 ECONOMY FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 2014 ENTEL PCS ENTEL SA ENTEL GROUP Annual Report 2014 - For Translation Purposes Only Health and Safety In line with its culture and commitment to safety, Entel has established an occupational health and safety policy designed to integrate health and safety into all business processes. The company has a preventive occupational health and safety management system in place for contractors and 223 companies were registered for the management and development of risk prevention as of December 2014. The initiative also maintains a high technical standard of safety, setting out the risks associated with the 29 most critical tasks in terms of risk potential and supporting the companies via the risk prevention officers, supervisors, peer committees and employees. Initiatives of this nature and the company’s approach to risk management have contributed to keeping the accident and absence rates low (1.39% and 31%, respectively, as of December 2014). According to statistics from the Chilean Safety Association (ACHS), as of December 2014, the company’s figures were comfortably below the average for the telecommunications industry (2.4% for accidents and 57% for absence). This track record has led to Entel chairing the round table on safety for the telecommunications industry, run by the Chilean Safety Association and involving the most important companies in the industry. Annual Report 2014 - For Translation Purposes Only 40 In 2014, Entel also established a selective group of the 15 leading companies in terms of occupational health and risk prevention. Quality of Life Benefits In the interests of the wellbeing of its employees, the company provided a number of benefits to improve their quality of life, investing CLP 3,773 million on health programs for employees and their families (60% of total expenditure on benefits). Employee Relations The company has a high percentage of union membership, which stood at 72.5% as of December 2014. This figure for union membership is among the highest in Chile, far above the national average. The number reflects the company’s belief that working together with its staff is key to its growth and progress. In this respect, each of the organization’s union leaders plays a relevant role. The company also has a policy of maintaining good employee relations and has always engaged in constructive dialog with staff representatives. There were no instances of collective bargaining in 2014. 2,187 employees received training in 2014. Working Environment Skills Development Efforts to fully develop human capital were reflected by the Great Place to Work survey, which saw the participation of 88% of the workforce in 2014. In this recent measurement, 81% of employees agreed with the statement Entel is ’a great place to work.’ Six training programs were designed with the support of the Human Capital Committee to respond to the specific needs of different business units. To help grow the business and develop staff, in 2014, the company invested CLP 1,294 million in training programs covering 40% of the workforce (2,187 employees) through courses and workshops that totaled 72,766 person-hours. The quality of the working environment was also made clear by the participation of more than 5,000 people in the Chilean Independence Day Activities throughout the country, 530 families in the Christmas celebrations in Santiago, and 61 male and 9 female teams in the Table Football Championship. There was also a significant increase in staff participation in our corporate volunteering programs. A total of 547 people participated in Tengo Una Idea, an increase of 30% from the previous year, while 780 people participated in Children’s Day and 890 in the Christmas celebrations, increases of 24% and 9%, respectively, from 2013. Performance and compensation 1.39% accident rate, significantly lower than the industry average of 2.46% (source: ACHS). 98% of the workforce was covered by the performance evaluation process. In 2014, 98% of the workforce participated in the performance evaluation process, with the relevant monitoring stages throughout the year. This helped Entel consolidate a management model based on corporate competencies. To recognize the performance of its employees, the company has designed a management by objectives compensation system, which applies to 13.3% of the organization (executives, deputy executives and area managers). This is complemented by a variable incentive program based on productivity targets at other levels. These initiatives were complemented by certification processes to meet the requirements of individual units, including the recertification of Entel as a Cisco Gold Partner and the new certification of Entel as a Cisco Master Partner. Additionally, 2014 also saw the optimization of the ITIL certification program through the implementation of reports given by professionals from the company, resulting in the certification of 73 members of staff. The year also saw the launch of the Sustainable Data Center certification process, in line with the standards established by the Uptime Institute. This involved the design of training programs to help maintain the knowledge required for the sustainable management and operation of data centers. World-Class Tool In 2014, Entel’s talent management system began to operate under the SAP Success Factors platform, a worldclass people management standard. The software allows the integrated operation of processes and provides each department with instant, direct access to the information required for making decisions related to the development of its staff. This structure and the associated management model make it possible to define salary bands for all roles and their respective levels of development. The model has allowed Entel to continue making progress in the professionalization of compensation management, improving internal equality and market competitiveness. 41 Annual Report 2014 - For Translation Purposes Only teamwork, integration and collaboration Enterprising spirit Ethical transparent people reaching their potential Excellence, quality and delivery Passion and persistence Annual Report 2014 - For Translation Purposes Only 42 Customerfocused Innovation and adaptation Corporate Culture Entel’s system of values is based on seven principles 1. 2. 3. 4. 5. 6. 7. Excellence, quality and delivery We take responsibility for our decisions and actions, with a commitment to delivering the highest standards of service, both externally and internally, never losing sight of the fact that our commitments also affect those made by others. We are continuously working to strengthen our leadership. Customer focused Our work is always based on what the customer values and expects to ensure we meet their expectations. We are always guided by how the end result of our actions and decisions will affect them. In this way, we aspire to build trust with our customers in long-term relationships that allow us to understand and anticipate their needs. Ethical and transparent people reaching their full potential We promote an atmosphere of understanding, openness, sincerity, loyalty and honesty. We aim to create a demanding, stimulating and enjoyable environment that allows people to reach their full potential and grow in the broadest sense. Teamwork, integration and collaboration We work with a team spirit, focusing on the bigger picture to achieve common goals. Transparency, openness, honesty and integration with the rest of the company are essential. We aim to promote relationships that favor collaboration and learning across different areas of the business, always willing to help and share information, knowledge and experience. Innovation and adaptation We experiment with new ways of doing things and encourage others to experiment, challenge and put forward ideas. We accept errors as learning opportunities and are open to change. We encourage staff to evaluate and review their actions because it’s always possible to learn and improve on what we do. Passion and persistence We undertake initiatives with energy and enthusiasm, always with a positive attitude. We are always ready and willing to help, motivated both by goals and the paths that lead to them. We know things will not always be easy and understand the need to learn and adapt along the way. Enterprising spirit We are proactive in our approach to solving problems, prioritizing, simplifying and focusing on what delivers the best results. We take initiative and push things forward to ensure they are done with energy, while taking any risks into consideration. 43 Annual Report 2014 - For Translation Purposes Only 01 Company Information Corporate Image After 50 years, Entel remains the leading telecommunications brand in Chile, thanks to its ability to provide the highest quality communications and coverage, advanced technology, and close relationships with its customers. Positioning: awareness and Preference »» Reinforcement of leadership in brand recognition and preference with a Top of Mind of 46% (mobile). »» Entel completed the change of brand from Nextel to Entel in Peru, transforming the company into a regional name in Latin America. »» 11th year as official sponsor of the Chilean national soccer team. In 2014, Entel celebrated 50 years as one of the most solid brands in the Chilean market. The year was marked by high levels of competition and a slowdown in the telecommunications industry against the backdrop of a less dynamic economy and changes in some business segments. In spite of this challenging outlook, the company held and even extended its leadership in terms of an analysis of available brand image measurements for other telecommunications operators in Chile. »» Consolidation of major entertainment and sports events. Market research for the Consumer Segment shows Entel retained its leadership in the Top of Mind mobile survey throughout 2014, finishing the year on 46%, compared to Annual Report 2014 - For Translation Purposes Only 44 43.5% in 2013, 17 percentage points ahead of the next best competitor. The company achieved a similar difference in surveys measuring brand preference, with a rating of 46%, compared to 29% for its closest competitor. Attributes Entel’s mission is to help people live better connected and in 2014 the company continued to strengthen the attributes of its brand that reflect this objective and are consistently associated with the company by its users: better quality of communications, better coverage, advanced technology and a close relationship with customers. All this is aligned with a business model supported on three principles: high quality services, the best network infrastructure and a high level of innovation. Regional expansion After nine months of preparations, the company completed the change of branding from Nextel Perú to Entel in October 2014. This milestone marked the launch of operations in the Peruvian market under the Entel brand, following the company’s entry in 2013 with the acquisition of 100% of shares in Nextel from the North American company NII Holdings. The transaction represented the regional expansion of the Entel brand, which is strongly positioned for growth in Peru, a market with high potential. Communications The end of 2014 was marked by a campaign based on the concept of connecting Chileans for 50 years to commemorate the five decades of the company’s history, reinforcing its brand image and seeking to highlight the support Entel has provided in the development of the country. This complements other activities throughout the year, including strategies developed to advertise the company’s new mobile multimedia plans and the first national campaign for the Entel Hogar segment based on the slogan ‘Entel is here to give your home more life.’ Aware that the attribute of close customer relationships is based on contact with customers throughout the country, in 2014, the company continued to strengthen the relationship between consumers in Chile and the brand with a wide range of events and sponsorships. This activity was complemented by the Entel Zone reward scheme, which provided benefits to 8 million customers during the year. In terms of sports, in 2014 Entel accompanied fans of the national soccer team at the World Cup in Brazil. As official team sponsor, Entel was there with fans as they followed its progress minute-by-minute over various platforms. Based on the image of midfielder Arturo Vidal, whose performance earned him the nickname ‘King Arturo,’ Entel was there with fans who stayed home, as well as those who traveled to support the team, connecting the whole country as it was gripped by the team’s achievements. Seeking to capitalize on the importance of sport to Chilean society, Entel also sponsored the Santiago Marathon 2014, Mountain Bike Challenge (for the sixth year) and RallyMobil, which brought passion for the extreme sport to Chile, with Entel taking part via the Entel Xperia team. All this, without forgetting the support the company provides to regional sporting teams. In terms of entertainment, Entel has continued its partnership with the leading promoters of events such as Time4Fun and Street Machine, and has reinforced its position as a sponsor of high-quality events, such as Cirque du Soleil, Creamfields and Mysteryland. The company also supported concerts by Avril Lavigne, Metallica, One Direction and two other artists in 2014, on many occasions offering our customers exclusive advance ticket sales. The company has also continued to provide support in the country’s regions, bringing Chile together with shows, sport and healthy living events. Our popular ‘Tour Días e)’ has 45 Annual Report 2014 - For Translation Purposes Only 2,500 enterprise customers in 10 cities benefited from the Entel Empresas tour. become a major family event, with activities including performances by well known Chilean artists, as well as family races and cycle runs. Regional events and sponsorships are also extremely important. The company had a presence at the main activities in each part of the country, including El Champion in Rancagua, the Festival de La Pampilla in Coquimbo and the Semanas Musicales in Frutillar. Providing support to municipalities and local organizations helps create a stronger link with current and potential customers throughout the country’s regions. Finally, in 2014, to mark the end of the year, the Entel Tower celebrated the company’s 50th birthday with the traditional end-of-year fireworks display in Santiago for the 23rd year, attracting a crowd of 400,000. 358,664 Twitter followers 633,482 Facebook fans Business Events Following the path established in the first 50 years of its life, Entel remains focused on contributing to the country’s growth through infrastructure, services and innovation. In 2014, it repeated its annual Entel Empresas Tour, making direct contact with around 2,500 business customers in ten cities throughout the country, with informative presentations on innovative tools to help drive local businesses. This was complemented by the ‘Connected Companies: The Future Is Now’ event, which took place in seven cities. Head of Barcelona City Council’s Municipal IT Institute, Martín Umarán, Co-founder and Chief of Staff of the software company Globant, Edward Martínez, Vice President and CIO of Miami Children’s Hospital, and Fernando Beltrán, Engagement Manager for Walt Disney World Parks and Resorts. Entel also sponsored around 50 events for SME customers in the Enterprise Segment. Online Marketing In 2014, the digital world ceased to exist in isolation from mass communication. The year saw the continuation of a trend that began in 2013, driving the integration of online and off-line communication, together with the use of e-commerce and e-care solutions to promote the online channel as a platform for services and transactions. All communications activities are now subject to integrated planning and Entel is working to take advantage of connectivity to provide users with more content. To develop platforms for improved customer service and the creation of content, Entel created an exclusive support YouTube channel and an Entel fanpage for providing customer service, as well as the elhincha.cl soccer website, which was particularly popular during the World Cup and remained active with national league games. Additionally, initiatives such as the #voyallegar docureality were highly popular, helping successfully integrate online and off-line channels. The year also marked the seventh Entel Summit. The keynote speaker for 2014 was Joi Ito, a technology entrepreneur and director of the MIT Media Lab. The event, which has become the annual highlight in the segment, took place in October in partnership with strategic suppliers and was based around the theme of ‘toward total connectivity.’ Ranked by Businessweek as one of the 25 most influential people on the web, Ito was joined by Manel Sanromà, 47 Annual Report 2014 - For Translation Purposes Only Annual Report 2014 - For Translation Purposes Only 48 50 _ YEARS A tower that brings us closer to everyone At a height of 127 m, the Entel Tower is a powerful symbol of our mission to stand out through innovation. Born of the objective to create a central node in the company’s telecommunications system, the construction was a considerable feat of engineering and the tower remained the country’s tallest building for some 20 years. In 2014, it celebrated its 40th birthday and has now been connecting Chileans for four decades. 1974 49 Annual Report 2014 - For Translation Purposes Only 02 Strategy Infrastructure The capacity and performance of its networks and data centers a re essential in providing Entel’s customers with a distinctive experience. In 2014 the company continued to strengthen its infrastructure in Chile and Peru, investing a total of USD 893 million throughout the year. »» Project for mandatory areas and minimum coverage on the 2,600 MHz band. »» Award of 700 Mhz spectrum. »» Expansion of capacity, new carriers and technology sites for 3G. »» Rollout of mobile infrastructure for Entel Perú. Investment 2014 USD million Mobile services 371.3 Fixed services 129.2 Customer projects 93.0 Call Center and Americatel subsidiaries 12.1 Entel Perú 286.9 TOTAL 892.5 Investment Entel continuously invests in networks, platforms and data centers to ensure it continues to provide a first-class service to our customers using its own cutting-edge infrastructure. In 2014, the company invested a total of USD 893 million in infrastructure. Annual Report 2014 - For Translation Purposes Only 50 This investment includes USD 313 million for expanding and maintaining mobile network infrastructure in Chile, including USD 48 million for the project to provide coverage in mandatory areas and minimum coverage as part of the company’s acquisition of spectrum on the 2,600 MHz band. A further USD 108 million was invested in fixed network infrastructure, targeting specific areas with latest-generation fiber-optic technology, and projects for customers in the Enterprise and Corporate segments. To support the growth of the IT business, USD 29 million was invested in infrastructure expansion projects, adding a further 1,000 m² to Building 2 at Ciudad de los Valles and beginning work to fit out 300 m² at the Amunátegui data center, Tier III certification from the Uptime Institute for the second floor of Ciudad de los Valles 2, additional improvements to on-demand platforms at all our data centers, and customer projects. 100% of mobile sites in Peru are connected using the microwave network. A total of USD 49 million was also invested in platforms for systems and equipment to support technical and commercial operations (an increase of USD 10 million from 2013). USD 893 million invested in infrastructure. Transport Networks Network expansion in Peru In 2014, Entel continued to expand its 2G and 3G voice and data networks on the 1,900 MHz spectrum awarded to the company in 2007. The process, which aims to significantly increase coverage throughout the whole of Peru towards the end of 2015, is based on design criteria and population and geographic segmentation. However, in addition to the criterion of coverage, the system is also designed to deliver standards of quality in a similar way to the criteria used in Chile. This has almost doubled the number of antenna Points of Presence (PoPs) in Peru to 1,700 throughout the country, and the creation of seven new PoPs on the core network. 4G Services for Entel Perú Following the award of Block B of the AWS band (40 MHz) to Entel’s Americatel Perú subsidiary in a tender process run by the Peruvian authorities for the rollout of LTE services, the company began to provide data services, expanding its range of mobile access technologies. The 4G services were rolled out in parallel to the 2G and 3G networks, using active antennas and single RAN, latest generation technology that optimizes investments and reduces implementation timescales and future operating costs. Fiber Optic Network Expansion in Chile In 2014, Entel continued the expansion of its GPON fiberoptic network that began in 2010 to increase coverage and service capacity in the Enterprise Segment. Upon completion of these activities, a total of 25,000 businesses were passed in 2014, including horizontal and vertical roll out in commercial buildings, making a total of 66,000 businesses passed to date. Fiber Optic The trunk fiber optic network runs for more than 5,000 km throughout the length of Chile. It uses SDH and DWDM transmission technology to reach transport speeds of up to 400 Gbps. The network is primarily used for the IP/MPLS network for fixed and mobile services. In 2014, the company increased the proportion of fiber optics cables to 75% as part of its transmission plans towards IP traffic aggregation points. To separate access layers and trunk networks (north and south), Super Core topology is used to interconnect three core PoPs (CNT, CDLV and a third point), allowing them to function logically as part of a single, highly scalable PoP and reduce vulnerability by avoiding the concentration of traffic in a single location. Microwave The microwave network is currently used as a branching and access network, largely for connecting rural areas to the fiber optic trunk network. It has national coverage and is used to interconnect the access network, mainly to provide mobile phone and wireless data services. The trend is for the migration of this network to the IP protocol, gradually decommissioning legacy nodes. Satellite The Entel satellite network has 18 land stations distributed throughout Chile, covering isolated areas such as Puerto Williams, Villa O’Higgins and Easter Island. In 2014, satellite capacity on Easter Island was increased from 120 Mbps to 150 Mbps (upstream and downstream). Entel was also awarded the concession for the intermediate telecommunications service for Easter Island (a Telecommunications Development Fund Project), which will deliver satellite capacity of 250 Mbps (175 Mbps upstream and 75 Mbps downstream, helping improve the services available on the island. The network uses the capacity of the Intelsat and Telesat satellite systems to provide telephone, data, and transport for digital television and audio signals. Entel also operates a VSAT platform for private LAN/IP and Internet traffic using DVB technology. 51 Annual Report 2014 - For Translation Purposes Only Access networks_ xDSL Access Network The xDSL access network provides coverage in 142 districts throughout the country, making it possible to offer voice, data and Internet services through a wide range of products. Investment in the network is focused on increasing speeds and the quantity of services, as well as upgrading equipment. MPLS Access Network For both core and access, the MPLS network has evolved to use gigabit Ethernet connections throughout the country to provide dedicated, high-availability voice and data services. Entel currently has around 766 PoPs with Switch/MPLS services in 300 districts. The Metropolitan Region has a high-redundancy Metro Ethernet network, comprising primary optic rings of up to 10 Gbps and secondary high-speed Ethernet rings to provide access for mobile and private services. GPON Network In 2014, the GPON fiber optic network for serving customers in the Enterprise Segment had over 66,000 businesses passed (including micro enterprises) helping reinforce coverage in 36 districts throughout the country. 2G Mobile Network The 2G mobile network continues to play an important role in the services with which Entel provides its users. The company’s 2G network uses GSM/GPRS/EDGE technology at all its PoPs and is specifically designed and configured to support voice services, although it can also support data with average connection speeds of 100 Kbps. It is currently mainly used for M2M connections. 3G Mobile Network The 3G network serves as a platform for mobile broadband and voice services for customers with 3G devices, as well as data services for smartphone customers. The technology provides theoretical peak data transmission speeds of 42 Mbps downstream and 5.7 Mbps upstream. The 2G and 3G mobile access network has around 5,500 network PoPs. The company is continuously increasing the capacity of this network to satisfy the constantly growing demand for traffic. In 2014, around 478 new 3G sites were added on the 1,900 MHz band and 203 on the 900 MHz band. Annual Report 2014 - For Translation Purposes Only 52 LTE Mobile Network The rollout of Entel’s fourth generation mobile network began in 2013 with the spectrum awarded on the 2,600 MHz band in August 2012. In March 2014, Entel completed work on the 2,600 MHz LTE sites for commitments made to the Department of Telecommunications, taking the total number of sites to 880. A further 50 LTE sites were rolled out in six clusters of commercial interest, four in Santiago and two in the O’Higgins Region. Entel plans to continue gradually increasing this number with a larger-scale rollout of LTE made possible by the award of new LTE spectrum on the 700 MHz band. Data Center Network Entel has seven data centers interconnected by IP/MPLS/DWDM fiber optic networks. The centers are named according to their location: Amunátegui, Pedro de Valdivia, Ñuñoa, Longovilo, Vicuña Mackenna and Ciudad de los Valles (1 and 2). A total surface area of over 7,500 m² has already been fitted out at the data centers, with a master plan for growth of up to 11,675 m². Data centers are used to provide outsourcing services for IT operations, ranging from housing to more complex services involving the operation and running of platforms to support the business applications of our customers. Data center services are designed for companies looking to maximize the availability of business-critical applications, improve security levels and the protection of critical information, and make considerable reductions to investment in infrastructure when compared to the levels an average customer would require to obtain an equivalent service with their own resources. 7,500 m2 of data center space fitted out Entel Perú Infrastructure Mobile network 1,900 MHz 3G network (UMTS) with 1,713 sites throughout the country (905 in Lima). Coverage in Lima and Callao is around 90%. iDEN network (800 MHz), known as the PTT (Push-to-Talk) network. Entel Perú has 637 sites throughout the country, including 455 in Lima. Mobile Spectrum Entel Perú has the following spectrum for its services: »» 800 MHz, used for the Motorola PTT service (iDEN). »» 1,900 MHz, used to provide 3G mobile voice and data services. »» 2,500 MHz and 3,500 MHz, used by Americatel Perú for WiMAX networks. »» AWS (1,700–2,100 MHz), acquired by Americatel Perú in 2013 to provide LTE services for Entel Perú. Transmission All mobile sites are currently connected using the microwave network. Entel Perú does not have a fiber optic network. Ciudad de los Valles data center. 53 Annual Report 2014 - For Translation Purposes Only 02 Strategy Customer Experience The goal of providing a distinctive, world-class service lies at the heart of Entel’s strategy. In 2014, the company advanced this vision, working to incorporate customers’ needs across the business and over a range of channels. »» Ibero-American Best Customer Experience award for 2014 in the telecommunications category / Best Customer Experience Study (BCX) undertaken by IZO. »» National Best Customer Experience Award for 2014 in the telecommunications category / Best Customer Experience Study (BCX) undertaken by IZO. »» ProCalidad National Customer Satisfaction Award for the 12th consecutive year / First place in the mobile category. »» Company with the least number of complaints received by the Department of Telecommunications as a proportion of the number of users, based on its 2014 study. »» Leadership in customer satisfaction in all markets, according to monthly and annual studies by Adimark GFK. partner, Vodafone, the world leader in mobile communications. Entel’s vision of a distinctive experience is supported by various principles. The most important is the continuous investment in infrastructure and technology for networks, data centers and platforms, which are all key factors in providing connectivity and ensuring service quality. The design and operation of networks and platforms is always focused on using technological expertise to provide a desired level of experience. Another important factor is the systematic adoption and application of best practices as part of direct relationships with customers, both in terms of project management and sales/post-sales processes. This covers the use, training and maintenance of different methods and systems, such as the ISO 9001 Quality Management System, ITIL practices and COPC certifications. Consumer Segment Approach Entel’s vision is to be a world-class service company. To achieve this vision, the company systematically and continuously manages customer experiences in all the segments in which it operates based on an integrated point-to-point vision of each customer journey. An important tool in this area is continuous international benchmarking, largely undertaken with Entel’s strategic Annual Report 2014 - For Translation Purposes Only 54 The management of customer experience in the Consumer Segment is monitored in three main areas: the relationship with the Entel brand; the use of services; direct interaction with the company through personal contact via in-person and remote channels. In 2014, the company made progress in the program to transform its stores that began in 2013 and is set to continue over the coming two years. The initiative aims to make Overall satisfaction – prepaid customers Consumer Segment 70.0 66.7% 67.2% 63.8% Overall satisfaction – postpaid customers Consumer Segment 64.6% 64.8% 70.0 60.8% 60.0 60.0 25.0% 24.1% 28.6% 50.0 27.1% 29.2% 57.2% 42.6% 35.2% 30.0 40.0 42.2% 35.4% 37.7% 55.5% 50.0 30.8% 40.0 33.6% 43.5% 38.4% 26.4% 20.0 10.0 10.0 0.0 Dec 12 Jul 13 Dec 13 ENTEL Jul 14 Dec 14 stores more spacious, with areas where customers can experience devices and receive integrated service from advisers throughout the full purchase process. Over the last year, the company transformed four stores under this new concept, complementing the six stores transformed in 2013 and the first stores remodeled under the pilot scheme in 2012. Six more stores are planned to be converted to this new service model in 2015. A further 33 express stores (smaller franchises) were remodeled in 2014 to improve the customer experience in this format and continue the development of this channel, which finished 2014 with 197 stores throughout the country. This channel complements Entel’s 33 directly operated stores, providing longer opening hours and increased coverage, making it possible to reach all our customers with an inperson channel for sales and service. This year the express channel has increased the range of services it provides to include more transactions, helping build closer customer relationships and increase levels of satisfaction. Entel has continued to develop its multi-channel model to realize its vision of providing world-class service. Under this model, the customer decides where they will receive service, with the company aiming to provide the best possible service over all channels. Over the last year, operational satisfaction indicators show satisfaction among customers interacting through Entel channels has increased by an average of four percentage points. The call center channel stands 27.1% 22.6% 19.5% Dec 12 18.2% Jul 13 Dec 13 ENTEL CLOSEST COMPETITOR Source: Adimark GFK, Internal Mobile Services Customer Satisfaction Tracking. 32.9% 30.0 20.0 0.0 61.7% 57.8% Jul 14 Dec 14 CLOSEST COMPETITOR Source: Adimark GFK, Internal Mobile Services Customer Satisfaction Tracking. out for a 10 percentage point increase with respect to the previous year, together with the Interactive Voice Response 103 channel (for transactions and self-service), which registered a change of 12 points with respect to 2013. In terms of stores, customer satisfaction levels for Entel’s own stores increased by nine percentage points. Enterprise Segment The Enterprise Segment began a process to transform the customer experience under an approach based on the concept of journeys (the customer’s experience when they interact with the company to fulfill a need from start to finish). The company undertook a diagnostic to help design and implement the Large-Scale Fixed-Line Services Quotation and Provision Process, increasing satisfaction levels by 58% at the end of the year, with respect to the start of the transformation. The transformation of two other processes for fixed services is now underway. In terms of coverage models for the different segments, new management practices were implemented, standardizing the working method based on best practices and daily monitoring of the management of business managers based on KPIs and challenging targets, which help stimulate discipline and efficiency. The coverage model for the SME sector was also redesigned based on its objectives in terms of experience: resolving problems, accessibility and advising the customer on the range of mobile, fixed and IT services. 55 Annual Report 2014 - For Translation Purposes Only Two exclusive business centers were opened in Santiago to provide service to businesses customers without a dedicated manager based on scheduled appointments. Satisfaction in these centers was much higher than expected, exceeding the target by 15%. were made to the Telco incident service procedure to align it with the needs of its users. The method for prioritizing the most critical problems was changed and a help desk for the closure of incidents was set up as a proactive means to check that service has been restored to customers. In terms of overall satisfaction, Entel maintained its leadership in this segment, achieving an overall satisfaction level of 53% for mobile services, seven percentage points clear of the industry average. The company also maintained its leadership for fixed services, with an average satisfaction level of 61% for the year. All these actions have been highly appreciated by users and are reflected in increases in satisfaction indicators. Corporate Segment In 2014, the Corporate Segment continued the project to transform customer journeys, focusing on the voice of the customer, the vision of the organization and analyzing process efficiency as a means to improve service satisfaction. During the year, the Corporate Segment implemented the new CAT Corp technical support telephone platform to provide a distinctive and dedicated response for users for the resolution of technical incidents for mobile services. Wholesale Segment In 2014, a quality area was created in the Wholesale Segment and the newly created Wholesale Roaming Department was launched with responsibility for ensuring maximum levels of service for Entel customers using international roaming services, as well as customers from other countries who choose Entel as their preferred network during their time in Chile. To continue improving the experience of Entel customers using international roaming services, the company is developing channels to gather feedback on user experiences and improve the timescales for solving any problems that arise. The design and operation of CAT Corp is focused on the customer and the specific procedures, communication protocols and metrics that have been defined as part of a cocreation process involving customer requirements in terms of agility and quality. A panel of key indicators was devised to monitor service quality based on real tests carried out on international mobile operator networks that provide Entel with roaming services in various countries. The results were used to implement various focused and proactive improvement actions. Reflecting the fact that the continuous improvement of processes forms part of the company’s DNA, modifications The company made technical improvements and optimizations to support the increased traffic envisaged from the Annual Report 2014 - For Translation Purposes Only 56 soccer World Cup in Brazil, making it possible to provide those traveling to the country with good browsing and voice communication experiences. The year also saw the start of activities to enable Entel customers to use 4G services when they are abroad. Online Experience 51.6% customer satisfaction in the second half of the year, leading the industry, according to the Department of Telecommunications. As part of the company’s overall strategy to deliver the best possible experience over its communications channels, the online channel is playing increasingly important role in all the markets and segments in which Entel is active. More than 4,000 consumers were surveyed in Chile to determine their opinion based on their experiences with respect to the Entel brand and its products and services. National Customer Satisfaction Award Reaffirming Entel’s leadership in service quality, the company came first in the mobile category of the National Customer Satisfaction Award run by ProCalidad for the 12th year in a row. It is the only ranking to analyze the satisfaction of Chilean consumers in 25 service sectors based on over 30,000 direct surveys during the year. In 2014, the company continued to make improvements to content and ensure the simple and transparent delivery of information to its customers, both over the traditional web and via mobile devices. It also improved the user experience of the My Entel portals for the Consumer and Enterprise segments to facilitate online self-service and allow customers to contract new products and services. Reduction in Complaints Complementing its range of digital channels, in 2014, the new Entel App was launched for iOS and Android smartphone. The app provides users with access to information and transactions at any time and achieved a high level of penetration in the space of just a few weeks. In the last ranking, Entel had the lowest number of complaints received by the department as a proportion of the number of users (0.7 per 10,000 customers), compared to other companies with their own telecommunications networks in Chile. In terms of social networks, Entel provides personalized support over Facebook, Twitter and YouTube, helping meet the needs of different types of customers as quickly as possible. Similarly, the network quality indicator for mobile voice services registered 99.3% of calls successfully made with respect to the total number of attempts, the highest among the companies measured and consistent with Entel’s commitment to help customers live better connected. The indicator is measured through Drive Test measurements for four areas of the Metropolitan Region (La Florida, Maipú, Pudahuel and Puente Alto) performed simultaneously outdoors under equal conditions for operators with their own networks (2G and 3G), with an average of 400 measurements per operator. Customer Experience Award 2014 For the third year running, Entel won the Best Customer Experience award for the telecommunications category in Chile. The prize was awarded based on the results of the Best Customer Experience study (BCX) by the consultancy firm IZO, based on a sample of more than 13,000 consumer opinions from around 130 companies in various sectors in Brazil, Chile, Colombia, Spain, Mexico and Venezuela. Entel’s aim to continuously improve its customer experience is reflected in the significant improvement in complaint levels for 2014, according to the ranking of complaints for the mobile market by the National Consumer Service and the Department of Telecommunications. In terms of customer satisfaction, the Department of Telecommunications study includes a user satisfaction indicator, for which Entel was ranked first in the second half of 2014, with a score of 51.6, reaffirming the company’s leadership with respect to other operators in the country in terms of service. 57 Annual Report 2014 - For Translation Purposes Only Annual Report 2014 - For Translation Purposes Only 58 02 Strategy Innovation Innovation is what allows Entel to create a distinctive and transformational source of value, driven by and working for people, located at the point where technology and business meet. »» Best Place to Innovate award for 2014 in the ranking of the 50 most innovative companies by the Faculty of Economics and Business at the University of Chile, the Chilean Economic Development Agency (CORFO) and the research company Cadem. seek new opportunities to provide a better service, regardless of the area in which they work. »» First in the telecommunications industry in the Most Innovative Companies ranking for 2014 by the ESE Business School at the Los Andes University. Entel also uses its partnerships to analyze global trends in the industry, allowing the company, together with its partners and allies, to adopt initiatives that contribute to the development of the country and promote its leadership in the markets in which it operates. »» Implementation of Intrainnovation initiative. Ecosystem »» Creation of electronic invoicing system Facturanet. The company has three areas responsible for its long-term strategy: the Innovation Department, the Investments and Economic Evaluation Department and the New Business Planning department. The operation of these areas is integrated to support, implement and execute initiatives that benefit the company. »» Implementation of Smartparking pilot. »» Partnership agreement with the Department of Transport to optimize the management of public transport. Approach In an industry driven by technological change and social trends, innovation plays a crucial role in providing solutions to meet the needs of customers. Generating innovation is the responsibility of all the company’s employees and it company is continuously seeking to reinforce an ecosystem able to create sustainable and permanent value with clear focuses and committed teams. Innovation and the capacity for adaptation are fundamental aspects of Entel’s organizational culture, which encourages individual employees to constantly push themselves and The Innovation Department is responsible for promoting and maturing innovation within the company, exploring disruptive projects and managing the partnerships required for their development. Entel has a network that connects all its employees, helping identify opportunities and develop projects that create new sources of value and ensure the company always delivers the best possible service. The model benefits from a multi-layer approach, with a Strategic Innovation Committee comprising senior management to track progress in the culture of innovation and approve the development of disruptive initiatives or projects with transformational potential, as well as ensuring the alignment of the different areas of the company. 59 Annual Report 2014 - For Translation Purposes Only Models of innovation The company operates under two models of innovation. The first covers grass-roots innovation and aims to match requirements and opportunities in the different areas of the company, which can then be taken forward by staff backed by multi-disciplinary teams. The teams allow employees to share ideas and work together to find solutions to the different challenges that arise in the market or inside the organization. The second focuses on frontier projects, located at the edges of the company’s core business, which are tackled by multi-disciplinary teams selected by the Innovation Committee on a case-by-case basis, together with the Innovation Department. Different methods are used to identify and validate the potential of a given product or business model, creating prototypes and identifying customer insights. Objectives of innovation Facturanet: Turning an obligation into an opportunity Technology and services Introduce qualitative technological leaps that leverage innovation and allow the company to offer relevant products and services in the individual segments, helping the company achieve and maintain market leadership of the Consumer, Enterprise and Corporate segments. Starting in November 2014, with gradual adoption until 2017, all companies in Chile must now issue electronic invoices under the provisions of Chile’s new Electronic Invoicing Act (No. 20,727). The legislation requires all companies with an annual turnover of over UF 100,000 to make use of the system from November 2014. Processes Create simple and efficient processes in all areas of the company, always focusing on the needs of our customers, both internal and external. In response to this change, Entel developed the Facturanet service, which allows customers to meet all the requirements for the creation, transmission, receipt, storage and recovery of electronic tax documents. The service also has the advantage of supporting various invoicing models, such as centralized, branch-based and field sales. Business models Create innovative, differential and market-leading business models and sales channels. Organizational culture Develop the required talent, human capital and DNA. Annual Report 2014 - For Translation Purposes Only 60 In addition to improving the management and efficiency of business activities, one major advantage of the tool is the savings it makes possible, helping reduce costs by eliminating postage, paper, processing and storage. The fact that documents are now available online makes possible a quicker response to customer queries regarding invoices that have been issued and the system is also more sustainable and environmentally friendly. In terms of security, the services are more reliable since they have mechanisms to verify authenticity and validity for tax, commercial and financial purposes. This considerably reduces the risks of fraud and potential errors arising from the digitization and loss of documents. Smart Cities Initiatives Continuing the initiatives connected with the rise of Smart Cities, which seek to improve people’s quality of life through the incorporation of technology and efforts in the public and private sectors, Entel implemented a smart parking pilot in Santiago’s Las Condes district. Sensors were installed in parking spaces on two streets adjoining the Apumanque shopping mall and the entrance to its car park to record information about vehicle movements and the availability of over 650 spaces. Users can now check the number of available spaces via a freely available mobile application and an information panel installed on the street Apoquindo, helping save time and fuel, and reduce congestion, both on the streets providing access to the mall and inside the car park itself. This has improved environmental quality and the health of residents of the city, reducing CO₂ emissions and the noise pollution created by traffic. In 2014, Entel was also involved in the launch of a partnership agreement to optimize the management of public transport. The first of its kind in Latin America, the pilot project consists of analyzing large quantities of data generated by the mobile network activity of users to produce information that can be used to understand how people move around the city, identify points for improvement in terms of transport and help the planning of Santiago. opened up to the organization as a whole, creating a space for innovation and the acceleration of ideas with the potential to have an impact on the business. Recognition In 2014, Entel was once again included in the Most Innovative Companies ranking for Chile, compiled annually by the ESE Business School at the Los Andes University. The company has achieved this distinction on four previous occasions, affirming its commitment to innovation and its continued focus on innovation. The study measures the efficiency of resources in terms of innovation, identifying examples of best practices in each of the companies involved. In the case of Entel, the study noted the company’s aim to create an innovative culture inside the business, adapting to new scenarios, creating valuable and relevant services for customers, and, in doing so, helping ensure we can all live better connected. First in industry perception ranking In recognition of its policies and initiatives for innovation, Entel was awarded Best Place to Innovate in the communications industry for 2014, awarded by the Faculty of Economics and Business at the University of Chile in partnership with the Chilean Economic Development Agency (CORFO) and the research firm Cadem. The award is based on the First Perception Ranking by InnovAcción, which recognizes four ascending stages of development: 1) creativity, when innovation depends on the creativity of a few people; 2) innovation, based on the individual effort of few people; 3) action, the result of the effort of the organization as a whole; and 4) effective Change, when innovation is a fundamental part of the way it operates and incorporates third parties. Intrainnovation Entel’s new Intrainnovation initiative was launched in 2014 to incentivize the participation of employees in the innovation process. The company worked directly with a group of departments and their teams to identify major challenges and form teams to tackle them. In 2015, the project will be 61 Annual Report 2014 - For Translation Purposes Only 50 _ YEARS The highest-standards in data centers Entel’s data center services set a new standard with the expansion of Ciudad de los Valles. With a planned surface area of 8,000 m², the data center allows the company to back up the information of customers who host their servers there, supporting the development of their businesses with firstclass uninterrupted service. 2010 63 Annual Report 2014 - For Translation Purposes Only Mule driver in Paihuano, Coquimbo Region, one of the 1,474 areas to benefit from the Todo Chile Comunicado project. 03 Our Business Industry We live in a connected world w ith mobile data leading growth in the telecommunications industry, alongside fixed broadband and pay TV, which are increasingly delivered via fixed and mobile Internet connections. TB POR dispositivo Global trends Global monthly traffic in exabytes Exponential growth in data traffic Global data traffic increased by 73% in 2014 and this trend is expected to continue with an increase of 69% in 2015. 18 15.9 EB 16 This sustained growth has largely been driven by smartphones, which reached a penetration of 44% in Chile in 2014, a figure that is expected to rise to 50% in 2015, according to statistics from OVUM. In Western Europe, penetration was 52% in 2014 and is forecasted to rise to 59% in 2015, while in North America, the figures were 64% and 69%, respectively. 14 12 8 7.0 EB 6 4.4 EB 4 2 0 The tendency for consumers to use multiple devices, such as tablets, smartphones, PCs and laptops, is contributing to the growth in data traffic and these devices are creating a similar increase in traffic to smartphones, but with much higher initial volumes. However, growth in the number of these devices has been less than for smartphones, meaning they are having a less notable impact on total traffic. 10.8 EB 10 2.6 EB 1.5 EB 2013 2014 2015 2016 2017 2018 Source: Cisco VNI Mobile 2014. Total traffic by device category in terabytes 20,000,000 Data traffic from these devices largely originates from the use of video and it is becoming increasingly common to view video content via mobile devices. This is complemented by over-the-top (OTT) messaging and voice applications, which also make up part of data usage preferences among consumers. 15,861,048 15,000,000 10,808,947 10,000,000 6,999,095 4,351,713 5,000,000 2,592,633 At international level, video now comprises 42.7% of mobile traffic, a 73.7% increase with respect to the 2013 figure, according to the Ericsson Mobility Report for the third quarter of 2014 (November). This share is projected to increase to 45% in 2015, growth of 62% with respect to 2014. 1,487,756 0 2013 2014 2015 2016 Non-smartphones Laptop Smartphones Tablet M2M Other Mobile devices 65 2017 2018 Annual Report 2014 - For Translation Purposes Only The significant increase in the volume of data used for mobile video has been driven by the popularity of streaming video over mobile networks, more content in video format and continuous quality improvements, both as a result of more sophisticated devices (screen size and resolution) and advances in mobile networks. The definition of coverage has also changed and is no longer measured in terms of the presence of a signal (although this continues to be an important factor), but increasingly in terms of whether it is sufficient for the use of applications (apps) by measuring how well a given application works on individual networks. In addition to driving data use, this trend is changing the way people watch television, and consequently how the industry designs the services it offers customers. Mobile television The range of video and multimedia content available over fixed network connections and consumer preferences have created a demand for the same services on mobile devices. This has acted as an incentive for operators to provide users with the ability to access to content from any type of device, a strategy referred to as TV Everywhere. Television is also becoming increasingly interactive, driving growth in on-demand services, digital video recording and integration with social networks. Product restructuring New trends among users to communicate using data have been a major factor in the decline of voice services among user preferences. Throughout the world, growing demand for data services has led operators to rethink the way they offer services to customers, changing the structure of plans to meet these new requirements. Operators are beginning to focus more on the volume of data consumed instead of voice minutes, offering plans with a limited data allowance and unlimited messaging and voice minutes. Shared plans are also beginning to emerge, allowing a single data allowance to be used on multiple devices, reflecting the trend for multiple connected devices. In this context, to deliver the best experience, in 2013 Entel began an innovative process to redesign the pricing structure of its multimedia plans and in 2014 the company has continued to make progress in this transformation. As a reAnnual Report 2014 - For Translation Purposes Only 66 sult, at the end of December, 50% of users now had plans that charge for excess data usage. These new trends among consumers mean that the main challenge is now applying this new pricing structure to the prepaid mobile market and offering attractive mobile broadband packages. The connectivity of things The connectivity of things has played a major role in the Enterprise and Corporate segments for a number of years, however the advent of wearable devices, which have attracted growing interest in recent years, means it is also becoming a reality for consumers. Wearable devices take on many forms, from intelligent watches, glasses, health and sports monitors, all the way through to smart clothes. Despite still being in the early stages of development, Cisco highlights the high potential for growth in these devices, forecasting annual average growth of 52% up to 2018. Billions of M2M connections 2.5 2.0 B 2.0 1.6 B 51% 1.5 1.1 B 1.0 0.8 B 0.5 B 0.5 0.0 47% 41% 0.3 B 28% 34% 71% 64% 56% 2013 2014 2015 Source: Cisco VNI Mobile 2014. 50% 35% 48% 41% 14% 9% 2016 2017 3G 2018 2G 4G WORLDWIDE CONNECTIONS FROM WEARABLE DEVICES (million) the past and delivering significant improvements in operational efficiency. 200 177 180 160 127 140 120 88 100 80 58 60 40 22 36 The Industry in Chile 20 0 2013 2014 Entel is well placed to take advantage of this trend, with the infrastructure required to support not only the connectivity of devices but also the cloud and big data environments that make it possible to process the data that is generated and develop innovative business models to position the business in a high-potential market. 2015 2016 2017 2018 Source: Cisco VNI Mobile 2014. In terms of SMEs and homes, significant growth in the use of cloud IT services, video applications and social and business networks is expected over the coming years. To tackle the significant increase in the demand for services, it will be necessary to increase the capacity, security and availability of connectivity services. Fiber optic remains one of the best technologies to address these new connectivity requirements, in addition to supporting latest-generation mobile technologies using femptocells. The end goal is to be able to satisfy the convergence of services and applications for businesses and consumers over both fixed and mobile networks. The Internet of Things is also increasingly becoming a reality due to a combination of a new way of life ushered in by social networking and the growing number of connected devices and sensors (e.g. cars, utilities, lights, security). This is producing large quantities of data, much of which is stored in the cloud. The possibilities opened up by access to this data have significant potential to help make businesses more efficient. The unprecedented volume, speed and variety of data means companies that are able to analyze it and extract its potential value using big data analytics will have a major competitive advantage over their competitors. As organizations begin to analyze this kind of information, they will start to benefit from business intelligence, information on key decision-making variables, more accurate business forecasting and more efficient operations. Size The estimated gross revenue of the telecommunications industry in Chile was CLP 5,016,527 million at the end of 2014, with mobile communications (voice and data) making up CLP 2,643,624 million of this figure. The remainder is split between pay television (CLP 676,952 million), fixed Internet (CLP 437,357 million), fixed data for enterprises (CLP 317,580 million), IT Outsourcing (CLP 393,863 million) and fixed and IP telephone services (CLP 547,151 million). Estimated revenue from mobile termination rates was CLP 161,128 million as of December 2014, down CLP 278,954 million with respect to 2013, which explains the slight contraction in the size of the industry. Competition There are five companies with their own networks present in the Chilean mobile market, providing a full range of services, including traditional voice, mobile Internet, mobile broadband, dongle and router connections for PCs and laptops, and machine to machine services: Entel, Movistar (part of Telefónica España), Claro (owned by América Móvil), Nextel (a subsidiary of NII Holding Group, acquired by Novator, a UK-based private equity fund in January 2015) and VTR (owned by Liberty Global Media). There are also four mobile virtual network operators (MVNOs) that provide services over third-party network infrastructure: Virgin Mobile, Netline, GTD mobile (launched in 2012) and Móvil Falabella, which began operation in July 2013 using network infrastructure provided by Entel. Nextel and VTR also operate as MVNOs in areas where their own networks do not have coverage, with Nextel using Entel for roaming in these areas. These concepts are already visible in industrial contexts, where the Internet of Things and big data analytics have been behind the rapid evolution toward predictive maintenance, consigning corrective and preventive maintenance to 67 Annual Report 2014 - For Translation Purposes Only All operators in the mobile market offer mobile Internet via smartphones (mobile browsing), mobile broadband (USB) and business applications. At present, there are currently ten operators that provide fixed telephone services covering all fixed lines in service. The main competitors are Movistar (Telefónica Chile), VTR and the GTD Group (primarily through GTD Manquehue and Telsur). Chile’s fixed broadband market has nine operators, including Entel, Telefónica Chile, VTR, the GTD Group and Claro. TELECOMMUNICATIONS INDUSTRY REVENUE IN CHILE By business area (December 2014) 15% FIXED INTERNET 31% MOBILE TELEPHONY 10% FIXED TELEPHONY AND VOIP 7% In terms of pay TV, the main operators in the market are VTR, Direct TV, Telefónica, Claro and Entel, which began offering the product to the residential sector in 2012. IT OUTSOURCING 13% The business fixed data segment has three main operators with a significant share of the market and infrastructure providing national coverage. Entel’s main competitors in this market are the Telefónica Group, Claro Chile and the GTD Group (Teleductos and Telesur). Finally, in the IT outsourcing market, Entel’s main competitors are split between the telecommunications industry (Telefónica, Claro and Entel) and the IT services sector (Sonda, IBM, HP, Synapsis, Adexus and Level 3). Outlook for growth and penetration The industry contracted by 2.5% in 2014, mainly as a result of the lower mobile termination rate, a more mature market and the economic slowdown during the year. The mobile termination rate was reduced by 75% in January 2014, with the effects mainly felt by prepaid customers. This reduction, together with the general outlook for the industry, resulted in a reduction in the penetration of mobile phones (connections as a proportion of the population), which fell to 128.63% in September 2014, 4.2 percentage points below the figure of 132.82% in September 2013. However, the mobile industry benefited from the increased use of mobile data. The proportion of smartphones with respect to the total number of mobile lines increased to 44%, according to data from OVUM for 2014, and the co- Annual Report 2014 - For Translation Purposes Only 68 PAY TV 24% MOBILE DATA Source: Entel estimates based on quarterly financial reporting, and forecasts by IDC and Informa rresponding figure for Entel was 60%. The increased use of smartphones has driven growth in the use of mobile Internet connections over 3G and 4G networks, a process that was intensified by the award of spectrum on the 2,600 MHz band in 2012 and the tender process for spectrum on the 700 MHz band in early 2014. Chile had 10,420,538 mobile Internet connections in September 2014, an increase of 11.8% with respect to the previous year, largely driven by mobile browsing. Of this total, smartphones represent 91%, mobile broadband 7% and M2M 1%. In Chile, fixed residential telephone services have fallen from 20.9 lines per 100 inhabitants in December 2009 to 18.9 lines per 100 inhabitants as of December 31, 2014. However, a 73% reduction in the mobile termination rate and the withdrawal of the national long-distance category have helped reverse the decline in fixed telephone services. Entel has seen growth of 101.5% for fixed telephone services with respect to 2009, with a total of 335,311 lines as of September 2014. INDUSTRY REVENUE CLP billion GDP COMMUNICATIONS INDUSTRY IN CHILE % 2.5 8,000 2.0 7,000 6,000 5,000 4,793 5,147 5,017 1.5 4,000 3,000 1.0 2,000 1,000 0 2012 2013 0.5 2014 Source: Entel estimates based on financial reporting, and forecasts by IDC 1997 1999 2001 2003 2005 2007 2009 2011 2013 Outsourcing TI Source: Central Bank of Chile. and Informa. Access to fixed broadband reached a penetration of 13.91% as of September 31, 2014, a 47% increase in the number of customers from the respective figure of 9.96% in December 2009. GROWTH OF IT OUTSOURCING IN CHILE CLP million 763,232 800,000 700,000 Similarly, the penetration of pay TV subscribers with respect to the number of households was 15.5% in September 2014, an increase of 35% with respect to 9.8% in December 2009. This makes growth in penetration 59% for the period. 600,000 555,275 477,712 500,000 420,275 381,403 400,000 300,000 Entel’s market share of IT outsourcing has risen from 26% in 2012 to 28% in 2014, as calculated based on the total revenue for the Telecommunications and IT Outsourcing market using the company’s estimates from information published by the companies operating in the industry. 651,350 344,752 288,682 200,000 100,000 0 2011 2012 2013 2014 2015 2016 2017 2018 Application Management IS Outsourcing Hosted Application Management Network and Desktop Outsourcing Services Hosting Infrastructure Services Source: IDC, IT Services Tracker, 1H 2014. The 2014 figure is projected according to IDC. 69 Annual Report 2014 - For Translation Purposes Only 03 Our Business Regulatory Framework Chile Telecommunications services in Chile are governed by the General Telecommunications Act (No. 18,168) and its supporting regulations. The act establishes a regime based on the general principle of free and fair access to telecommunications, under which there are no restrictions on the application for concessions and permissions under the terms and conditions established by law. Public and intermediary telecommunications services that require spectrum and which for purely technical reasons only permit the participation of a limited number of companies, are subject to public tender processes under the terms set out in the specific technical regulations. The interconnection of public and intermediate telecommunications services is mandatory and the interconnection prices are regulated. All other prices or tariffs are freely established by the respective service provider, although the Tribunal for the Defense of Free Competition can intervene when market conditions are insufficient to guarantee a free pricing regime. Only under these circumstances can tariffs be fixed for services and this is done in line with the terms and procedures set out in Title V of the act, using a regulated procedure based on prospective economic models of longterm expansion costs. Entel holds a number of different concessions, licenses and permits to provide its various telecommunications services. These include concessions for mobile and fixed services, intermediary telecommunications services (including its concession for long-distance services) and a license for a restricted satellite television service. Where applicable, the authorities assign the use of radio frequencies (spectrum) for these concessions. However, the respective concessionaire is responsible for the regulatory procedures required to operate these concessions and must request permits for the telecommunications infrastructure it uses in line with current legislation. Annual Report 2014 - For Translation Purposes Only 70 Authorities The Department of Telecommunications is the authority responsible for the application and oversight of the General Telecommunications Act and its regulations. It is also has sole responsibility for the technical interpretation of the legal and regulatory provisions governing telecommunications. Its aims to coordinate, promote, strengthen and develop telecommunications in Chile, most notably through the use of public tender processes for concessions for spectrum when availability is limited. The responsibility for drafting the respective tariff decrees falls jointly to the Ministry of the Economy, Development and Reconstruction, and the Ministry of Transport and Telecommunications. The National Economic Prosecutor and the Tribunal for the Defense of Free Competition are also involved in the sector, the latter having responsibility for promoting and safeguarding free competition in markets, preventing, correcting and prohibiting any acts or conventions that might impede, restrict or hinder free competition and sanctioning the offending parties either individually or collectively. Examples of its role in the telecommunications industry include identifying monopoly situations that require prices to be set for legally mandated services, issuing rulings on company mergers in the sector and preventing or sanctioning behavior that harms free competition. Finally, in terms of the authorities that govern the sector, a bill to create the Telecommunications Superintendency was being debated at the end of 2014. This new body will primarily be responsible for enforcement in the sector, a role that currently falls to the Department of Telecommunications. 4G Tender In March 2013, the decree awarding the concession of frequency block B of the 2,600 MHz band (LTE or 4G) to Will S.A., an Entel Group concessionaire, was published. From this date, the company had one year to complete the protect to which it committed as part of the award. The company finalized the process for the acceptance of the works and received authorization to launch the service for this concession in March 2014. The March 2015 deadline for the implementation of the project in mandatory locations as part of additional obligations was two years from publication of the decree awarding the concession in the Official State Gazette, and the company is working to meet this deadline. The award of this frequency block is highly significant to the company’s development, as it will make it possible to provide higher connection speeds using 4G technology. To complement the 2,600 MHz band, the public tender process for the award of public service concessions for the transmission of data on the 700 MHz band took place in October 2013. This frequency will allow operators to improve their range of LTE or 4G services using spectrum that provides greater indoor penetration and rural coverage. Bids were submitted for the three available frequency blocks by Movistar, Claro and Entel (via its subsidiary Will S.A.) and the tender for the three blocks in the tender ended in a tie. Entel’s Will S.A. subsidiary was assigned frequency block B on the 700 MHz band, which is the block with the largest amount of spectrum (30 MHz compared to 20 MHz for the other blocks). Once the blocks had been assigned, the administrative procedures began to award the respective concessions. However at this stage, appeals and challenges were lodged against the resolution with the Ministry of Transport and Telecommunications, which were rejected by the Ministry and the Court of Appeal. Following the rejection of these challenges, the supreme decree awarding the concession is expected to be published in the first half of 2015, making it possible to roll out the high-speed data transmission network (LTE) on a low frequency spectrum (700 MHz) in the time scales fixed in the respective public tender. This means that the deadline for the concessionaires to complete the projects will be two years from publication of the decree, while the deadline to meet requirements to provide service in isolated areas and roads, and Internet access services will be 18 months from publication of the decree. Tariff Processes At the end of 2014, the tariff processes were finalized for Entel PCS Telecomunicaciones and the other mobile companies operating in Chile to set the mobile termination rate the period 2014–19. Following the corresponding administrative proceedings, the termination rate was set at CLP 14.9 per minute for the first year, falling to CLP 8.6 in the final two years, a reduction of approximately 74% for the first year and over 85% for the final years of the five-year period. In this context, administrative proceedings took place in 2014 to determine the tariffs for the main local telephone concessionaires for the next five-year period. Tariffs are likely to fall, although in some cases there are still opportunities for administrative review. The tariff proposal by the Department of Telecommunications for Telefónica Chile S.A. is based on a decree that will gradually reduce the access charge, starting with a 36% reduction in the first year and finishing the five-year period with a reduction of 53%. The reduction for the fixed to mobile origination tariffs will be between 64% and 68.5%. All these tariffs will be retrospectively applied from May 2014. Tariff processes are still underway for the concessionaires VTR Banda Ancha (Chile), Telefónica del Sur S.A. and Compañía de Teléfonos de Coyhaique S.A. The proceedings are due to be finalized in 2015, with the regulatory authorities proposing a significant reduction in access charges and local connections. Regulatory Changes Following the implementation of legislation in 2012 to reduce the number of primary zones for fixed telephone services from 24 to 13 during the first half of 2014, Act No. 20,704 established a single tariff zone for local telephone services. The withdrawal of the national long-distance category was completed with implementation of the initiative in the Metropolitan Region in August 2014. In practice, this means there will be a single tariff zone for local communications from this date. 71 Annual Report 2014 - For Translation Purposes Only In terms of the implementation of number portability, which began in December 2011, in the third quarter of 2014, work began to implement portability of numbers for complementary services, which took place on the third weekend of October. Similarly, the Department of Telecommunications issued a communication stating that the geographic portability of local lines is due to be implemented in August 2015 with full portability, allowing the use of the same numbers on fixed and mobile networks, scheduled for implementation in February 2016. The processing of the Digital Television Bill, designed to allow the introduction of terrestrial digital television and the transition to the switch-off of analogue TV, was also completed in 2014. The bill will give powers and responsibilities to the National Television Council, establishes a new licensing model for concessions and the procedure for awarding them, defines the types of television service operators (national, regional, local and community) and specifies the penalties applicable for failure to comply with the regulations. The new law will also establish a series of regulations that must be acted as part of the application of the legal provision. At the end of 2012, the Tribunal for the Defense of Free Competition ruled on the case filed in December 2010 regarding the establishment of a general instruction on the effects on free competition of the presence of different on-net and offnet prices for public telephone services and bundled packages of telecommunications services. In the case of the former, it established two adjustment periods: one in which on-net and off-net pricing structures could be maintained, and another, taking effect from the new mobile tariff decrees in January 2014, in which the pricing structure is no longer permitted for the sale of new plans. It also included provisions for existing customers to retain their plans if they wished to do so. When the new tariff decrees took effect in January 2014, General Instruction No. 2 issued by the Tribunal for the Defense of Free Competition prohibited all mobile telephone services offered by concessionaires from differentiating between on-net and off-net minutes. This means that from this date, all services offered by companies must be have a flat-rate tariff with the same prices for all destinations. With respect to this General Instruction, in December 2013, the Supreme Court ratified the majority of the ruling and corrected the instruction to prohibit the provision of more Annual Report 2014 - For Translation Purposes Only 72 favorable bundled telecommunications services products for fixed and mobile services on a permanent basis, not only until operation of the 2,600 MHz band. In 2014, the Tribunal for the Defense of Free Competition also recommended the creation of new instructions as part of the legislation for the sector, to be drawn up by the Ministry of Housing and Urban Development and the Department of Telecommunications as the result of undefended proceedings by the National Economic Prosecutor to improve the current framework to allow more companies to provide telecommunications services in large buildings and condominiums. In terms of radio spectrum, the National Economic Prosecutor is also reviewing the conditions for the use of radio spectrum in the telecommunications market to study the feasibility of establishing a secondary market for this scarce commodity that is essential for providing telecommunications services to promote development through greater flexibility in the use of spectrum. Finally, the new Telecommunications Services Regulation took effect in June. In addition to establishing a new regulatory framework for telecommunications in Chile, it also updates the sector regulations, extending existing obligations for telephone services to Internet access and pay TV services. The new regulatory body also covers new services provided over networks, such as roaming and value-added services, establishing conditions for contracting, enabling and disabling the services. It also makes changes to payment documents and requires users to be provided with more information. Legislation in progress At the end of 2014, the following initiatives were in progress in the areas in which Entel operates: The Telecommunications Superintendency Bill – This bill aims to establish a new enforcement body to ensure compliance with regulations and apply penalties if required. The bill seeks to separate the body responsible for creating regulations and the body responsible for their application. Under the proposed structure, the Department of Telecommunications will be responsible for the general and abstract administrative interpretation of sector regulations (the body has responsibility for public policy objectives in the sector) and the new Telecommunications Superintendency will be responsible for ensuring they are correctly applied. Bill Establishing the Requirement to Guarantee Minimum Internet Access Speeds Meets Product Descriptions – This bill seeks to establish requirements for Internet access providers to guarantee the speed they offer when marketing their products. The bill will fix percentages that must be guaranteed by service providers for national and international connections, making a distinction between access provided over fixed and mobile connections. The Consumer Rights Act – During the third quarter of 2014, debate began on a bill to reformulate the Consumer Rights Act and the National Consumer Watchdog (Sernac) to reinforce the body’s activities and provide it with new powers. Other initiatives – There are currently various legislative proposals with the potential to impact the telecommunications industry. The most significant include an amendment tabled to Act No. 20,599, regulating the installation of transmission and receiver antennas for telecommunications services, a bill to regulate calls to emergency services to prevent misuse, and a bill to ensure the registration of prepaid customers. All these initiatives are still in the early stages of debate; however they are expected to make progress in 2015 and will either become part of the regulations governing the sector or be rejected in debates by the Chilean congress. latory burden for the industry, insofar as they will establish a new method of enforcement and a new regulatory framework that will require adjustments to current processes to ensure compliance with these requirements. Similarly, the instructions issued by the Tribunal for the Defense of Free Competition, the new values established for access charges for mobile companies and the implementation of the Telecommunications Services Regulation create a new context for the industry as they have required modifications to the pricing structure for public telecommunications services to comply with the instructions. Despite the fact these regulatory changes require Entel to adapt its processes, they also present new business opportunities. The company’s diversity and relative size shield it from the effects of adverse regulation, reducing the risks to its operations, cash flows, creation of shareholder wealth and contribution to the community. Other modifications being studied At the end of the year, the Department of Telecommunications was studying a number of new regulations for the sector, including legislation to regulate relationships and obligations for virtual mobile network operators and a new service quality regulation based on a technical network management plan. The process is also underway to establish tariffs for the concessionaires VTR Banda Ancha (Chile) S.A., Telefónica del Sur S.A., Telefónica Chile S.A., Complejo Manufacturero de Equipos Telefónicos S.A.C.I., and the tariff process for the concessionaire Servicio Público Telefónico, Comunicación y Telefonía Rural S.A., which began in 2013, was finalized. Impact of changes In addition to changing the competitive structure of the industry and generating new opportunities, both the bills that are currently being debated and regulatory initiatives by the Department of Telecommunications, create a heavier regu73 Annual Report 2014 - For Translation Purposes Only 03 Our Business Market Segments Entel aspires to lead the segments in which it operates and develop a world-class range of products for each segment, products that are distinctive, attractive, competitive and transparent. REVENUE BY SERVICE (CHILE) 9% FIXED ENTERPRISE AND CORPORATE* 2% ENTEL HOGAR AND OTHER RESIDENTIAL** 80% 5% MOBILE CHILE LONG-DISTANCE AND TELEPHONY 4% WHOLESALE*** * Integrated services (voice, data and Internet) for the Enterprise and Corporate segments. ** Entel Hogar and long distance. *** Network leasing and traffic business. REVENUE BY SEGMENT (Chile) 20% ENTERPRISE 14% 61% CORPORATE CONSUMER 5% WHOLESALE CONSUMER ENTERPRISE CORPORATE WHOLESALE Customers Customers Customers Customers The Consumer Division provides voice and data services to 8,664,587 mobile customers and its Entel Home products provide wireless fixed telephone, broadband and television services. The Enterprise Division provides services to around 108,700 businesses of different sizes in various sectors, from micro enterprises all the way through to large companies. The Corporate Division provides services to around 600 conglomerates with operations in Chile with specific requirements for individual solutions using specialized technology and services that are key to supporting the strategic processes of their operations. The Wholesale Division provides network infrastructure and services to over 46 national telecommunications operators, including Claro, Movistar, VTR, Nextel Telefónica del Sur and GTD, in addition to 95 international operators, including AT&T, Vodafone, Sprint, BT and TATA. Solutions Solutions Solutions Solutions Mobile telephone services (with or without mobile Internet) Mobile solutions Mobile services Smartphone business plans (multimedia) Mobile broadband Roaming Mobile telephone services » Voice plans; online management systems. » Mobile Internet » BlackBerry services Entel GPS Mobile broadband Mobile Intranet M2M data plans Mobile business solution applications Roaming International roaming Contract and prepaid Mobile broadband (for netbooks, laptops and tablets) Contract and prepaid Residential Fixed telephone services Wireless fixed broadband Television Long-distance carrier Fixed and mobile Fixed solutions Business Pack NGN Trunk IP Dedicated Internet MPLS data Phone lines Digital streams Long-distance international Information technology Mobile device management (MDM) Office 365 ProntoForms GPS M2M Virtual dedicated server Housing Hosting FacturaNet ComercioNet Fixed solutions Data networks Corporate Internet Data center interconnection Private phone services (IP) and collaboration Audiovisual and video communication solutions Local and international telephone services Private voice network Centrex 600 and 800 numbers Information Technology Application solutions End-user solutions Engineering equipment and services Integrated service outsourcing SAP outsourcing Entel’s international roaming business has over 465 agreements in place with mobile operators throughout the world to provide reciprocal access to domestic networks, allowing customers to continue using voice, data and messaging services as if they were on their own network. MVNO and national roaming MVNO services provide network, infrastructure and other mobile services that allow virtual mobile operators to enter and operate in the Chilean mobile industry. National roaming services allow mobile operators with their own infrastructure to lease mobile network services from Entel in areas where they have no or limited coverage. Data networks Long-distance international traffic services Data center and on-demand services IT equipment housing/hosting IT platform and telecommunications management services Cloud computing services, including on-demand IT infrastructure, storage, backup and on-demand security Cloud telecommunications services: private and on-demand, IP telephone and video conference services 75 Annual Report 2014 - For Translation Purposes Only 03 Our Business Consumer Segment Entel successfully secures the preference of customers in the dynamic world of mobile data and is promoting its Entel Hogar services, which provide innovative fixed solutions that aim to meet the growing communications needs of a continuously changing world. Context »» Over 275,000 revenue generating units for Entel Hogar at the end of 2014. »» Launch of new fixed telephone products (AutoPack). »» Progressive transformation of mobile pricing structures from voice to controlled data. »» 72% of users in the Consumer Segment have data plans or packs. »» Launch of unlimited voice plans. »» Transformation of stores to improve the customer experience. »» Leadership in portability among high-value customers. The accelerated growth in the Chilean telecommunications industry came to an end in 2014. After increasing from 100.2% in 2010 to 134.2% at the end of 2013, penetration of mobile phones fell to 128.6% in 2014, according to the Department of Telecommunications Quality Ranking in January 2015. This contraction reflects the fact that the industry has matured and occurs against the backdrop of a less dynamic economy. This was the context of the reduction in the mobile termination rates established by the authorities in January as part of the five-year process to set tariffs took effect. The size and abrupt nature of the change also slowed performance in the Consumer Segment, particularly among prepaid users. All this meant 2014 was a year of changes, particularly for mass-market prepaid mobile services. In contrast, despite also being affected by the reduction in mobile termination rates, the postpaid segment was able to partially offset this by growth in revenue from mobile Internet associated with the increased use of mobile data as a result of the higher penetration of smartphones. New business model for prepaid mobile As part of efforts to address the dramatic reduction in the mobile termination rate, which were cut to one sixth of their Annual Report 2014 - For Translation Purposes Only 76 MOBILE SERVICES Number of users and penetration per 100 inhabitants. 120.6% 115.6% 117.9% 123.9% 132.0% 128.8% 130.1% 128.2% 137.0% 136.4% 138.1% 132.8% 134.2% 134.4% 131.9% 128.6% 106.9% 12,259 12,455 12,930 14,066 14,333 14,617 15,114 15,886 16,122 15,704 16,390 17,283 17,181 17,463 16,437 16,630 16,704 16,031 15,452 4,820 5,106 5,380 5,786 5,958 6,182 6,308 6,430 6,470 6,615 6,635 6,658 6,707 6,788 6,933 7,031 7,044 7,335 7,530 102.7% 11,933 100.2% 4,517 96.7% IV I II III IV I II III IV I II III IV I II III IV I II III 2009 2010 Postpaid customers Prepaid customers 2011 2012 2013 2014 Penetration per 100 inhabitants Source: Department of Telecommunications Quality Ranking, January 2015. previous value under the new pricing structure established at the start of 2014, subsidies were reduced for mobile handsets in the prepaid segment. This change meant that growth in the customer base was lower than in previous years since consumers have decided not to renew their handsets, which has had a knock-on effect of fewer used handsets entering the secondary market. Similarly, the business can no longer rely on a growing customer base but must instead focus on increasing revenue from existing customers, implying a change in the model that has been used until now. This shift has involved the establishment of initiatives such as prepaid plans with incentives to top up, offering benefits such as discounts on handsets, exclusive packs of minutes and data, the option to borrow credit, all based on the cumulative value of the customer’s top-ups over the previous six months. Consumer mobile leadership Entel had 8.7 million mobile users at the end of 2014. Against the backdrop described above, Entel maintained its leadership of postpaid voice and mobile broadband in the Con- sumer Segment, making it the largest company, closing the year with a market share of 39.8% and 65.1%, respectively. In response to aggressive sales strategies by its competitors, especially among high-value customers, the company made a considerable investment in postpaid services, particularly in handset subsidies. At the end of the year, smartphone penetration stood at 82% for postpaid customers and 50.4% for prepaid customers. For the Consumer Segment as a whole, including both prepaid and postpaid mobile customers, the company has a 36.2% share of the voice market, slightly down from 37.5% in 2013, largely as a result of changes in the prepaid segment. In terms of portability, Entel had the highest balance of transfers for contract customers in all market segments over the last year, according to information provided by the Department of Telecommunications, attracting a total of 36% of all transfers, equivalent to 254,036 new users. Between January 2012 and December 31, 2014, the company attracted 40% of contract users, making a total of 547,019. 77 Annual Report 2014 - For Translation Purposes Only Leadership in customer satisfaction In a highly competitive market, not only did the company maintain a stable market share but the twelfth year in a row, Entel came first in the mobile category of the National Customer Satisfaction Award by ProCalidad. This is the only ranking that analyzes the satisfaction of Chilean consumers in 25 service sectors based on over 30,000 direct surveys every year. Similarly, according to the network quality indicator for mobile voice services, 99.3% of calls were successfully made with respect to the total number of attempts, the highest among the companies measured and consistent with Entel’s commitment to helping customers live better connected. This latter indicator is measured using Drive Test measurements for four areas in the Metropolitan Region (La Florida, Maipú, Pudahuel and Puente Alto). The tests are performed simultaneously and are carried out outdoors under equal conditions for operators with their own networks (2G and 3G), with an average of 400 measurements per operator. Entel was also awarded Best Customer Experience for telecommunications in Chile for the third time. The award is made based on the results of the Best Customer Experience study (BCX) by the consultancy firm IZO from sample of more than 13,000 opinions from consumers on 130 companies in various sectors in Brazil, Chile, Colombia, Spain, Mexico and Venezuela. Pricing innovations In addition to these awards, a study by the Department of Telecommunications in 2014 found that Entel was the company for which fewest complaints were made to the department as a proportion of the number of mobile users (0.7 per 10,000 users), compared to other companies with their own telecommunications networks in Chile. Changing trends in the market have led the business to focus on the transmission of data and as a result, voice has become less important. To guarantee the best possible experience on all devices and ensure its business model is aligned with this shift, Entel began to modify the pricing structure of its multimedia plans in 2013. The company has Annual Report 2014 - For Translation Purposes Only 78 In terms of customer satisfaction, the user satisfaction indicator measured in the study by the Department of Telecommunications ranked Entel first for the second half of 2014, with a score of 51.6, reaffirming the company’s leadership in terms of service with respect to other operators in Chile. successfully continued to make process in the transformation of its pricing structure over the last year, with 49% of postpaid customers now using tariffs based on data usage. This process was complemented by a new line of plans for postpaid customers, with the introduction of the concept of unlimited voice plans at the end of 2014. Entel launched two plans as part of this strategy. The first, the Simple Multimedia plan, was launched in August and targets customers who do not need a handset, providing a data allowance with the possibility to pay for excess traffic or purchase packs for additional data. The second, the Full Multimedia plan, was launched in November and provides unlimited calls to all mobile networks and fixed telephone numbers in Chile for 300 different numbers with controlled data. creasing the total number from 147 in December 2012 to 197 stores by the end of 2014. This is complemented by telephone service channels, in which Entel achieved high levels of service and significant improvements in customer satisfaction for both self-service and staffed platforms, the latter being the preferred channel for post-sales service. As part of the company’s overall strategy to deliver the best possible experience via its communications channels, the online channel is becoming increasingly important in providing the best customer experience in all the markets and segments in which Entel operates. Residential products The challenge in this area is to consolidate the presence of this structure among a larger proportion of the user base and apply a similar structure for prepaid customers, in addition to developing attractive new pricing structures for mobile broadband. In January 2014, Entel also changed its full range of anydestination plans, which offer the same tariff for calls to numbers on the same mobile network and other networks, following of the ruling by the Tribunal for the Defense of Free Competition, permanently prohibiting the sale of plans based on different prices for on-net and off-net calls. New service model The large-scale adoption of smartphones has resulted in more complex inquires and requests from customers using our service channels. To address this change, Entel began a three-year process to transform its stores in 2013. The aim is to transform stores into spaces where customers can try products and receive service from experts who can provide comprehensive advice throughout the full service cycle. The company transformed 39 stores under this new concept during the last year. With the launch of Autopack at the end of 2014, Entel showed it is possible to continue making innovations in wireless fixed telephone services. The self-installing kit, which can be purchased through various outlets and provides customers with access to the service without having to wait for an installation, complements the company’s range of products for residential customers. With its value backed by its distinctive technology and a robust mobile network, Entel has achieved growth in fixed telephone services at a time when the industry as a whole is in decline. Launched in August 2012, this new product, which includes wireless fixed telephone and broadband services, together with satellite TV, had attracted over 275,000 revenue generating units by the end of 2014. Entel Home has focused on areas with low coverage for fixed services and aims to provide home access to connectivity and entertainment, improving the customer experience and making the company’s services available to everyone. In this market, the main focus has been on developing the model of risk, establishing control procedures, operating models and commissions. As part of this project to redesign the customer experience, in 2013 the company also began to standardize the format of its stores to include post-sales services at over one hundred. This has allowed the company to increase post-sales coverage, offering new transactions at all its stores and in- 79 Annual Report 2014 - For Translation Purposes Only Revenue Total revenue for the Consumer Segment in 2014 was CLP 895,082 million, down 10% from the previous year, as a result of the market context described in this section. The use of data continued to grow, especially in the postpaid segment, and as of December 31, 2014, 72% of the postpaid customer base had data or multimedia plans, compared to a penetration of 58% in 2013. The strategy to deliver continuous innovation in fix telephony services is largely responsible for the increase in the use of the Entel Hogar services, which grew by 101% to reach CLP 31,549 million in 2014. CONSUMER SEGMENT – SHARE OF GROSS REVENUE OF ENTEL CHILE (2014) CONSUMER SEGMENT – SHARE OF TOTAL SERVICES OF ENTEL CHILE (2014) MOBILE SERVICES 73% FIXED SERVICES 18% 48% OTHER SEGMENTS 0 52% -10% 900,000 895,082 OTHER SEGMENTS 95% MOBILE SERVICES AND HANDSETS 47,390 850,000 847,692 800,000 750,000 100 FIXED SERVICES 35,414 962,205 80 5% 997,619 950,000 60 CONSUMER SEGMENT – REVENUE BY SERVICE 1,050,000 1,000,000 40 CONSUMER SEGMENT CONSUMER SEGMENT CONSUMER SEGMENT – REVENUE (CLP MILLION) 20 2013 FIXED SERVICES 2014 MOBILE SERVICES Annual Report 2014 - For Translation Purposes Only 80 81 Annual Report 2014 - For Translation Purposes Only 03 Our Business Enterprise Segment Entel is continuously focused on providing quality service, developing integrated products to increase its market share among micro and SME customers, complemented by its proven value proposition for Chile’s large companies. »» Double-digit revenue growth from large-scale fixed services, associated with micro enterprises and SMEs. »» Launch of new multimedia plans for SMEs with unlimited voice, increasing mobile Internet penetration to 56%. »» Launch of a mobile device management (MDM) service. »» Upgrade of GPS services, focusing on the SME segment. In terms of IT services, the range of infrastructure services at industry level became more dynamic, with cloud productivity services marked by the launch of Office 365 by the company’s competitors as they also began to offer this service. The year also saw the launch of Entel’s mobile device management solution in August, making the company the first operator in Chile to offer this world-class solution, provided by AirWatch, an international leader in mobility management services. Value Proposition Context In 2014, Entel continued to lead the mobile industry in this segment in terms of market share, transforming pricing structures for mobile Internet toward a model based on charging for excess data usage (limited data plans), moving away from the model used by its competitors where unlimited data plans are offered with speed restrictions for excess usage. In terms of fixed telephone services and Internet, the company focused on consolidating the expansion of fiber-optic technology, making it available in commercial areas and buildings, largely in response to the demand for high-speed Internet among smaller businesses. Annual Report 2014 - For Translation Purposes Only 82 Entel leads the Enterprise Segment, working closely with its customers to provide them with services and facilitate business opportunities. It is agile, reliable and competitive, and adapts to enterprises of all sizes with a range of highquality, innovative, integrated and convergent services. The company’s sales executives and technical staff are fully aware of the importance of connectivity to its customers’ businesses and the services Entel provides are supported by the best infrastructure on the market managed to the highest standards, all of which are key to allowing the company to create value by providing a distinctive experience. Among large businesses, the company has positioned itself as a supplier of advanced services, whose design and implementation responds to the specific needs of individual customers. For SMEs, Entel offers a flexible portfolio of scalable mobile telephone services and fixed and mobile Internet. Customers, revenue and market share New trends In 2014, Entel’s customer base was 108,700, with a market share of 36% of revenue, taking into account all business activities. In terms of mobile services, at the end of 2013, Entel positioned itself to lead the trend for an increased emphasis on data and a reduction in voice services, implementing a new pricing structure for SMEs. The new plans have larger data allowances (now measured in gigabytes instead of megabytes) and charge for additional traffic. In spite of fierce competition in the segment, in 2014 Entel’s business maintained its leadership of the mobile market with a share of 55% in the Enterprise and Corporate segments for both voice and mobile broadband. Revenue share for fixed services grew 1.9% to a total of 20.2%, largely driven by SME customers. In terms of the breakdown of revenue, 78% came from mobile services and 22% from fixed services (including IT), covering micro enterprises, SMEs and large businesses. Leadership in Portability The company’s share of the mobile portability market fell with respect to 2013 although the figures for the Enterprise Segment remain above 51%. In the fixed services market, the strategy to increase the number of micro-business customers resulted in an increase of 4,658 lines transferred, consolidating growth with respect to the previous period. This pricing structure was consolidated in 2014, offering a constant speed, optimal browsing quality and significantly increased or unlimited voice, depending on the specific plan. The competition has continued to provide unlimited data plans, with reductions in speed once a certain allowance has been exceeded, and offer much fewer voice minutes. The range of mobile plans for SMEs is focused on providing flexible multimedia plans that allow customers to combine services based on their usage profile and obtain volume discounts. These plans, together with a major strategy to educate and provide information about data usage, represent an innovation for the market in general. In the fixed segment, the range of services was focused on consolidating the penetration of standardized services (Business Pack) to provide micro-businesses with telephone services and high-speed Internet. As part of this approach, the company has implemented a fixed network expansion project based on the rollout of fiber-optic networks for businesses and the continuation of the Gigabit-capable Passive Optical Network (GPON), providing coverage to 25,034 new businesses throughout the year. In terms of fiber optic coverage, in 2014 there were around 25,000 new businesses 83 Annual Report 2014 - For Translation Purposes Only passed with fiber optic technology, an increase of 60.5% with respect to the end of 2013, with a presence in 14 new districts throughout the country. The IT business also provides tailored services to meet the needs of smaller businesses, particularly the launch of the GPS Lite Plan, which will provide the segment with a competitive product for monitoring small fleets. Penetration of the market was also reinforced by Office 365, a mail, productivity and collaboration solution, working in partnership with Microsoft. The year also saw the launch of Entel’s mobile device management solution in August, making the company the first operator in Chile to offer this world-class solution, which is provided by AirWatch, an international leader in mobility management services. The tool makes possible the centralized and secure management of the applications available on users’ mobile devices. Features include blocking applications that can jeopardize the security of information, such as cameras and social networks. Finally, to raise awareness of its IT services, Entel ran relationship events with potential customers throughout the country’s regions for the first time, making contact with over 100 enterprises. Channel strategy In 2014, to continue improving the competitiveness of channels for capturing and developing our customers, Entel worked in partnership with a consultancy firm on a project to provide uniform tools and a methodology for managing workflows over the channels. The plan aims to create a cultural change that will make possible daily performance records for individual offices, structured management panels with management indicators (KPIs) for monitoring the relative areas, and the monitoring of senior management tasks, providing a single measurement platform for all channels. Customer satisfaction In 2013, the Enterprise Segment established a road map to radically redesign its customer experience by 2015. This change was reflected in a survey carried out by the firm Adimark in December 2013, with the company reaching a net satisfaction level of 55% in the Enterprise Segment. This Annual Report 2014 - For Translation Purposes Only 84 level was maintained in the results of the 2014 survey, in which the company scored 54%. For large businesses, the result was 61% for mobile services and 62% for fixed services. These achievements were the result of efforts by the company to improve customer relationship experiences through campaigns such as Modelo VIP, which attracted the participation of 156 large enterprises. Progress was also made in the project to redesign the experience and service for SME customers based on the concept of the customer journey, which it is hoped will further increase satisfaction levels. Positioning campaigns Changes were made to the structure of existing campaigns to build closer relationships with micro and SME customers, and counter the perception of Entel as a large business suppler, using an approach that maintains a presence through television commercials throughout the year instead of periodically. This has made it possible to improve relationships with this group and increase penetration. Results Total revenue from the Enterprise Segment fell by 5% in 2014. This is explained by the 6% fall in revenue from the mobile business with respect to the previous year, mainly as a result of the reduction in the mobile termination rate, which was partially offset by the increase in mobile data. Revenue from fixed services fell by 1%, largely from the impact of less revenue from termination rates and the withdrawal of the national long-distance category from August 2014. This was partially compensated by a double-digit increase in the mass-market fixed business, complemented by strong growth in revenue from IT services over the period. This change is linked to the new strategy for SMEs and the company’s attractive range of IT services. ENTERPRISE SEGMENT – SHARE OF GROSS REVENUE OF ENTEL CHILE (2014) ENTERPRISE SEGMENT – SHARE OF TOTAL SERVICES OF ENTEL CHILE (2014) 17% ENTERPRISE SEGMENT 83% OTHER SEGMENTS MOBILE SERVICES 20% FIXED SERVICES 24% IT SERVICES 5% 0 20 40 ENTERPRISE SEGMENT ENTERPRISE SEGMENT – REVENUE (CLP MILLION) 350,000 310,956 63,603 -5% 100 OTHER SEGMENTS 22% FIXED SERVICES 2,423 300,000 80 ENTERPRISE SEGMENT – REVENUE BY SERVICE 296,489 1,984 60 62,917 250,000 200,000 245,369 231,149 2013 2014 150,000 78% MOBILE SERVICES AND HANDSETS 100,000 50,000 0 IT SERVICES FIXED SERVICES MOBILE SERVICES 85 Annual Report 2014 - For Translation Purposes Only 03 Our Business Corporate Segment Creating solutions that change the way large companies do business. »» Highest market share in telecommunications for the fixed and mobile markets. »» Implementation of the project to modernize communications for Chile’s Investigative Police Force. »» Launch of operations for the Ministry of Health in the country’s largest ever WAN network expansion. »» Revenue growth of 11% for fixed services and IT. »» Data penetration (packs and plans) of total users was 60% (including packs and plans with charges for excess usage). There is also a trend in the market to contract services that allow customers to mobilize applications or process flows using smartphones and tablets, manage mobile devices, and use video technology for distance meetings, training, remote working and the dissemination of marketing material for the positioning and promotion of their products. Similarly, the trend to group IT outsourcing contracts under a single supplier has continued as a result of increased competition, following the launch of data centers by Sonda, IBM and Claro. In 2014, there was also high demand for Machine to Machine (M2M) solutions, designed to connect and remotely control elements through mobile network platforms. Context In this segment, Entel services more than 2,200 companies and institutions throughout Chile. Its customers, which are conglomerates, comprise around 580 corporate groups and are large corporations whose size or complexity requires service and solutions that go beyond those provided to consumers or smaller businesses. In recent years, in addition to traditional requirements for data networks, mobile solutions and IT, customers in the Corporate Segment have shown a growing interest in using cloud platforms, allowing them to make the switch from Annual Report 2014 - For Translation Purposes Only the operation of their own platforms to the gradual or full outsourcing of their telecommunications solutions. 86 The market appears to be in full growth, with ample opportunities for the development of associated products. In this context, growth in the Corporate Segment is largely being driven by fixed services (data networks, Internet and telephone) and IT services (both via the cloud and in relation to applications and mobility). In terms of mobile services, the use of mobile data will continue to rise and, if correctly handled, will help compensate the decline in voice services being experienced by the industry, making mobile services Joi Ito, Head of MIT Media Lab, giving the keynote presentation at the 2014 Entel Summit. a key source of the development of this segment in the long term. Leader in fixed and mobile segments with a market share of 65% and 63%, respectively. Value proposition To help and support Chile’s large corporations in the transformation of their businesses, Entel offers innovation and the capacity to deliver projects for their telecommunications and IT services. For each customer, the company aims to provide a service based on the specific requirements of the user, with tailored technical solutions delivered by highly trained staff with experience and knowledge of their customers’ businesses. This is made possible by Entel’s recognized excellence in infrastructure. Major projects In 2014, Entel began operation of the services awarded by the Ministry of Health, involving Chile’s largest ever WAN expansion, with 1,530 points throughout the country, making this Entel’s largest ever contract in this market. The services include fixed communications, such as a national data network, fixed telephone services, Wi-Fi and videoconferencing, as well as mobile phone services and mobile broadband, complemented by a security platform, email and help desk. The provision of these services and their integrated management, will allow the Ministry of Health to standardize service standards and coordinate demand between establish- ments in the health sector throughout the country. This will help ensure all users of the system receive better service with reduced timescales, thanks to the availability of medical information online. In 2014, Entel also implemented the contract for the communications modernization project signed with Chile’s Investigative Police Force in 2013. The project provides the institution with equipment and communication links, telephone devices, and data and voice transport, both internally and externally. These platforms allow the components of the institutional network to communicate with each other and the community. The advances will help the police force provide a modern and efficient service that is able to respond to the continuous challenges created by criminal activity and effectively meet public safety requirements. Mining solutions Entel’s ability to provide tailored solutions for individual customers is clearly shown by its services in the mining industry, such as its mobile reporting tool, which provides graphs that can be viewed from any location using a tablet or smartphone, showing aspects such as details of internal operations, daily production information and emergency alarms. However, the highlight of the company’s wide portfolio of services is big data, which makes it possible to 87 Annual Report 2014 - For Translation Purposes Only process information and provide online reports about the status of operations, driving the automated processes currently used by the mining industry. This is complemented by operational continuity services providing support for various on-site technology platforms, such as PCs, telephone services and access control, 24 hours a day, 365 days a year. Chile’s most modern data center The launch of the second phase of the Ciudad de los Valles data center takes the center’s total available surface area to 4,000 m² and increases Entel’s total data center capacity to 7,500 m². Working to improve satisfaction To ensure its services provide high levels of satisfaction for its customers, Entel continued with the implementation of its plan to improve the customer experience based on the concept of customer journeys. The approach aims to maximize customer satisfaction and operational efficiency by redesigning processes across the business (journeys). Customers are invited to participate in the process, which focuses on their comments, the vision of the organization and the analysis of world-class process benchmarking. Market leadership Both phase one and phase two (completed in 2013) of Ciudad de los Valles have Tier III Design Documents and Tier III Constructed Facility certification, awarded by the Uptime Institute to certify that the design, implementation and operation guarantee 99.982% availability in the event of contingencies. Ciudad de los Valles houses the operations of over 180 customers, managing around 2,500 servers. The total capacity of Entel’s data centers is currently 7,500 m² of floor space, providing services to over 300 customers and managing around 5,000 servers. Cloud computing highlights In response to growing demand for integrated storage and management solutions, Entel has developed a range of products that help companies avoid investment in telecommunications infrastructure and optimize their business processes. One such product is Video Cloud, a system that allows users to establish in-person video conferences regardless of their location, without the need for a specially equipped room. Entel takes care of the administration, management and scheduling of the service, providing customers with video infrastructure at its data center, as well as application support and maintenance, all of which helps support the growth of its customer’s businesses. The Entel Enterprise Cloud service makes it possible to use cloud resources for processing, memory, storage, connectivity and solutions to meet the requirements of different companies. Annual Report 2014 - For Translation Purposes Only 88 The company maintained a high market share of the telecommunications market, both in fixed and mobile services, and consolidated its position as a major participant in the IT market with a share of 28% of outsourcing services (excluding application management), according to studies by the firm IDC and internal estimates by Entel. Revenue growth Despite the regulatory effects of the significant reduction in the mobile termination rate and the withdrawal of the national long-distance category, the Corporate Segment recorded a 4% increase in revenue, largely driven by the increase of fixed data networks and IT services as a result of the growing demand for cloud computing, data centers and IT infrastructure. Subtracting the effects of regulatory changes, revenue growth was 7.9% for the year, while revenue from fixed services, such as data, Internet and IT, grew by 10%. The three areas in the Corporate Segment, fixed services, mobile services and IT services, contributed 46%, 30% and 24% of this figure, respectively. 4% revenue growth in the Corporate Segment. 46% contribution of fixed network services to Corporate Segment revenue. CORPORATE SEGMENT – SHARE OF GROSS REVENUE OF ENTEL CHILE (2014) CORPORATE SEGMENT – SHARE OF TOTAL SERVICES OF ENTEL CHILE (2014) 12% CORPORATE SEGMENT 88% OTHER SEGMENTS MOBILE SERVICES 5% FIXED SERVICES 37% IT SERVICES 95% 0 20 40 CORPORATE SEGMENT 60 80 100 OTHER SEGMENTS CORPORATE SEGMENT – REVENUE BY SERVICE CORPORATE SEGMENT – REVENUE (CLP MILLION) 250,000 203,572 200,000 46,527 211,284 4% 30% 51,017 150,000 88,194 96,848 68,851 63,419 2013 2014 MOBILE SERVICES AND HANDSETS 100,000 50,000 70% 0 IT SERVICES FIXED SERVICES FIXED SERVICES MOBILE SERVICES INGRESOS MERCADO CORPORACIONES EN $ MILLONES 89 Annual Report 2014 - For Translation Purposes Only 03 Our Business Wholesale Segment efficient, high-quality integrated solutions h ave allowed Entel to maintain its position as a competitive and reliable supplier for other national and international telecommunications operators and mobile virtual network operators. Context »» Significant reduction in international roaming costs for data. »» Growth in MVNOs accompanied by high-quality infrastructure and more robust platforms. »» Finalization of the Enhanced Telecommunication Operations Map (eTOM) certification process. In 2014, telecommunications companies continued trying to maximize the use of their own infrastructure. In this respect, Entel’s reputation and the efficiency of its platforms allowed the company to compete in the wholesale business, where commercial processes and service continuity are key. The company has continued working to diversify its customer portfolio in a year marked by the consolidated presence of mobile virtual network operators, whose products are based on flexible services and the knowledge of specific niches. This has created a new business opportunity for operators such as Entel with their own network infrastructure. Customers In the Wholesale Segment, Entel expanded its customer portfolio in 2014 and now provides networks and services to 46 national operators, including VTR, Claro, Movistar and Nextel, and 95 international operators, including AT&T, Sprint, Vodafone and BT. Around 38% of Entel’s revenue from the Wholesale Segment in 2014 came from buying and selling international longdistance traffic generated in businesses dealings with over 70 operators active in 30 countries, allowing the company to reach 195 countries throughout the world. Around 31% of sales comes from network leasing for national transport, last-mile connections, international networks Annual Report 2014 - For Translation Purposes Only 90 and international IP access, while the leasing of towers to telecommunications operators represents 15% of sales. Finally, MVNO and wholesale roaming activities made up 17% of revenue. Value proposition The Wholesale Segment provides services to 95 international operators and 46 national operators. Entel’s objective in the Wholesale Segment is to be the leading supplier of networks and services to national and international operators, with broad national coverage and remaining at the cutting edge of technological change. The company aims for its customers to perceive it as a responsive and reliable supplier that offers excellent pre-sales, provision, post-sales and technical service, backed by close relationships with its customers via a permanent open communication channel. eTOM Certification The Enhanced Telecommunication Operations Map (eTOM) certification process was finalized in 2014. After completing the various outstanding courses, professional and technical staff across the Wholesale Segment were ready for the application of this model, which has been specifically developed for this industry. The system is based on three areas: strategy, which covers the adoption of functional processes, the resources to manage products and the management of customer relationships; operations, which focuses on alignment with the customer; and management, which involves the processes necessary to ensure an efficient business. One of the main advantages of the map is that it allows Entel to align its business with our customers’ priorities through company processes. User experience 38% of revenue comes from buying and selling international long-distance traffic. Significant improvements were made to service quality abroad to drive the use of roaming services, helping improve the customer experience in an area that is experiencing significant growth. Similarly, the experience of customers with international operators visiting Chile remained highly positive, with high levels of satisfaction among users using the Entel network for roaming. 91 Annual Report 2014 - For Translation Purposes Only Results The year 2014 was marked by the positive performance of the Wholesale Segment, with growth in infrastructure services for traditional and virtual mobile operators. Agreements were also signed with international operators, helping compensate for the slowdown in the Chilean economy, and efforts were made to increase collaboration with operators that recorded a low level of activity, delivering positive results that are reflected in an increase in EBITDA. WHOLESALE SEGMENT – SHARE OF TOTAL SERVICES OF ENTEL CHILE (2014) MOBILE SERVICES 2% PARTICIPACION DE MERCADO MAYORISTA A TERCEROS EN LOS INGRESOS BRUTOS DE ENTELCHILE 2014 THIRD-PARTY WHOLESALE SEGMENT – SHARE OF GROSS REVENUE OF ENTEL CHILE (2014) 95% 5% OTHER SEGMENTS FIXED SERVICES THIRD-PARTY WHOLESALE SEGMENT 20% 0 20 40 WHOLESALE SEGMENT 60 80 100 OTHER SEGMENTS WHOLESALE SEGMENT – REVENUE BY SERVICE THIRD-PARTY WHOLESALE SEGMENT – REVENUE (CLP MILLION) 90000 80000 31% 77,041 73,972 70000 MOBILE SERVICES AND HANDSETS 13,468 60000 4% 24,201 50000 60,504 52,840 40000 30000 20000 69% FIXED SERVICES 10000 0 2013 MOBILE SERVICES Annual Report 2014 - For Translation Purposes Only 92 2014 FIXED SERVICES 93 Annual Report 2014 - For Translation Purposes Only Chaca School, Arica. Teacher with students who benefited from the Todo Chile Comunicado project. 50 _ YEARS Connecting the Country Entel welcomed more than three million people in 1,474 rural areas to the digital world, providing them with access to the benefits of globalization through a joint initiative with the Chilean government to provide broadband coverage in isolated areas in Chile’s first large-scale connectivity project. It is the largest public–private digital connectivity initiative in the history of our country and is the biggest project of this kind to have been implemented in Chile and Latin America. 2012 95 Annual Report 2014 - For Translation Purposes Only 04 Sustainability Sustainability Entel’s wants to help transform people’s lives through Ever since the earthquake of 1960, which gave rise to the formation of the company and its raison d’être of helping the people of Chile communicate, the company’s mission and vision have been based around enabling access to telecommunications in Chile and a continuous commitment to close the gap in connectivity. connectivity and innovation. 2,600 MHz 700 MHz » 181 areas » 549 areas » 44,831 beneficiaries » 85,717 beneficiaries » Investment: USD 48 million » 212 schools » 373 km of roads » Investment: USD 170 million Connected Schools This spirit puts sustainability at the heart of how the company is run, with a policy that aims to service, understand and satisfy the legitimate expectations and interests of the company’s various stakeholders and contribute to the technological, social, economic and environmental development of the country. Connectivity and innovation are the guiding principles of Entel’s initiatives in this area, with a focus on social wellbeing and the accessibility of telecommunications in Chile. In 2014, Entel continued its longstanding tradition of promoting connectivity in schools through its Escuelas Conectadas program in 2014. The program, which, aims to promote the creation of a culture of innovation in schools by encouraging the use of technology in educational processes, covers rural and isolated areas and provides establishments with cutting-edge technology and technical support, supported by digital training for teachers, educational boards and students in the educational and innovative use of information and communications technology. Closing the digital divide Connecting Chile As part of its commitment to increase connectivity in Chile and develop communications in the country, in October 2014, Entel began work on a major project that will provide mobile telephone and Internet coverage to 730 isolated and rural areas. The initiative, which is part of investment requirements for the rollout of the company’s 2,600 MHz and 700 MHz networks, will be implemented in two phases, the first of which will benefit 181 communities, with the second covering the remaining 549. Annual Report 2014 - For Translation Purposes Only 96 The schools that benefit from the initiative are encouraged to make use of teaching activities that involve technology, such as the Cognitive Tutor software, developed by the Computer Science department at the School of Engineering at the Pontificia Universidad Católica, which was introduced for teaching elementary-level mathematics to fifth and sixth grade students. Guided by the teacher, the software helps students make progress on their own based on repeatedly practicing sums. An innovative method was also introduced for language teaching in partnership with the consultancy firm Buck Up based on projects and collaborative working. In both cases, teaching is focused on students, providing the teachers involved with help, support and training. Children at a school in Huape in the Los Ríos Region, who received Internet as a result of the Todo Chile Comunicado project. 350 employees involved in Tengo una Idea. 40 projects were selected. 50 In 2014, Entel was involved in digital training in four schools throughout Chile: Valle de Chaca (Arica and Parinacota Region), Nirivilo (Maule Region), Bahía Murta and Puerto Aguirre (Aysén Region), and Barranco Amarillo (Magallanes and Chilean Antarctic Region). The application of the program was evaluated by testing students before and after the activities using instruments validated by the Ministry of Education. For elementary mathematics, 95% of fifth graders and 69% of sixth graders reached the desired standard in the results, whereas for language, 65% of both fifth and six grades reached the desired standard. As part of this initiative, Entel has provided training in the use of technology in the classroom to a total of 238 teachers and 2,747 students from more than 30 schools over the last nine years. Education Partnership with Enseña Chile million CLP to fund the winning projects. To help reduce the educational gap in Chile, The Enseña Chile Foundation recruits and trains professional-level staff from different backgrounds to work as full-time teachers for two years in vulnerable schools and colleges. Entel has supported this commitment by contributing to the selection processes for staff applying to the foundation, participating as an exhibitor at various university talks and providing financial support for the foundation’s operations. The goal of the initiative is for the participants to become role models for students and maximize their learning achievements, presenting them with new opportunities and transforming their expectations. Enseña Chile is present in 73 state and subsidized schools in four regions throughout the country and directly benefits around 22,572 students. In 2014, the organization provided 140 places to young professionals to participate in the project, receiving more than 2,443 applications. Corporate volunteering Tengo una Idea The Tengo una Idea (I Have an Idea) program grew in 2014, with the presentation of 73 projects involving more than 350 employees throughout the country, from Arica to Punta Arenas. The initiative gives company employees the opportunity to propose social projects that deliver benefits and added value for communities and society as a whole throughout the country. This year the budget for execution of the selected projects was CLP 50 million. The panel selected 40 ideas from among those presented by participants in a range of areas, including initiatives to promote healthy eating and the responsible ownership of pets. Healthy eating – Concerned about the importance of eating well, a group of employees presented a proposal to promote healthy eating inside the company to help improve quality of life. Under the initiative, from 2015, fruit baskets will be 97 Annual Report 2014 - For Translation Purposes Only handed out to workers in all corporate offices twice a week to help provide them with access to a healthier diet. Responsible ownership of pets – To raise awareness about looking after pets, Jonathan Barreda, one of the 40 winners from 2014, ran a session to promote the responsible ownership of pets in the city of Copiapó. A total of 48 dogs and nine cats were sterilized as part of the activity, which took place in August in partnership with the Pedro Longallo neighborhood association. Educational material was also provided to promote the message of responsible ownership of pets to over 250 people who attended the session. These projects are complemented by the participation of employees in the company’s traditional corporate volunteering activities for Children’s Day and Christmas. The prize, which is now in its sixth year, also recognized the work of the journalist Carlos Oyarce for the newspaper ‘El Sur de Concepción’ for a piece entitled ‘The emotional history behind the launderette run by young people with down syndrome’ in the Written Press – Features category, and the newspaper ‘Diario Pulso’ won the Online category for its multimedia piece on ‘The profitability of the sustainable home,’ under editor Elizabeth Harries, while Play FM won the Radio category. For television, the Feature category was won by the TVN journalist Carolina Cárcamo, with her piece on the ‘Afforestation of the Cajón del Maipo’ and the Special Report category was won by Mega’s Rafael Cavada, for his piece entitled ‘Living beside lead.’ Public spaces This year, 52 activities took place to celebrate Children’s Day throughout the country, attracting the participation of 780 volunteers and 3,952 beneficiaries. The Christmas celebrations also saw the participation of 890 volunteers in 59 activities benefiting 49,770 people. Sustainable journalism PE.SU Sustainable Journalism Prize The year 2014 was the sixth year of the PE.SU Sustainable Journalism Prize, run by Entel in partnership with the Catholic University of Milan to reward and recognize works of journalism and media outlets that cover and promote sustainable development, social innovation and technological progress in Chile. The competition received 173 entries, an increase in participation from previous years. A group of reporters from the newspaper ‘El Mercurio,’ comprising Cecilia Derpich, Consuelo Cifuentes and Juan José Lyon, were awarded the sixth PE.SU Sustainable Journalism Prize for a piece entitled ‘Where does the rubbish we recycle really go?’ The prize is run by Entel and the Catholic University of Milan, with backing from Ericsson. Barrio Feliz As part of its commitment to improve public spaces, in 2014 Entel continued to contribute to the restoration of infrastructure in vulnerable neighborhoods throughout the country though its Barrio Feliz (Happy Neighborhood) program. This year the project focused on seven areas: Valparaíso, Alto Hospicio, Chañaral, La Pintana, Coquimbo, Renaico and Lautaro, recovering around 6,600 m² of space and benefiting over 1,600 families throughout the country. The company has also launched an initiative to allow its customers to opt to receive bills for the services they use via email. This has a double benefit on the surrounding environment, helping reduce the consumption and printing of paper while improving public spaces. An initiative was also launched to recycle unused mobile phones and accessories such as chargers, earphones and batteries. The scheme has more than 300 collection points installed in Entel, Mall Plaza and HomeCenter stores, as well as Triciclos recycling stations throughout Chile. In 2014, a total of 3.34 tons of material was recycled and disposed of responsibly by the company Midas, with raw materials such as metals and plastics in a new production processes being reused. Co-creation The prize includes a trip to Milan, where the three journalists will take part in a five-day internship at the School of Journalism at the Catholic University of Milan. Their work also came first in the Written Press – Special Report category. Annual Report 2014 - For Translation Purposes Only 98 Social Innovation In 2014, Chile’s first network of rural entrepreneurs was created as the result of a partnership between Entel and the iLabUC at Pontificia Universidad Católica de Chile. The part- Students at the Rapa Nui School of Music and Arts, the first sustainable establishment in Latin America. nership aims to promote initiatives that will create benefits and positive changes in vulnerable communities. 6,600 m 2 recovered by Barrio Feliz, benefiting over 1,600 families. 3.34 tons of raw materials recycled for reuse in 2014. The RuEmprende network sells products and services that are traditional in rural communities, helping promote the identity and culture of the area and the story behind the enterprising initiatives undertaken by the network. The initiative is a response to the needs of entrepreneurs in the areas of Navidad and Pichidegua in the O’Higgins Region arising from co-creation activities with professionals from the Innovation Laboratory at the Universidad Católica (iLabUC) and receives support from Entel and the regional government’s Competitive Innovation Fund. The program involved activities to promote innovation, including entrepreneurship seminars in Pichidegua and training and networking activities for people starting their own business. The activities were accompanied by seminars organized by iLabUC and Entel, bringing together over 60 entrepreneurs and micro-entrepreneurs in Machalí, Pichidegua and Navidad at the Machalí Cultural Center to participate in a seminar on how to structure business models as part of the ‘Innovation in rural businesses’ program. The seminars are part of a project for the co-creation of a regional digital ecosystem for innovation and entrepreneurship, jointly executed by iLabUC and the NGO Innovacien, and co-financed by Entel and the Entrepreneur Environment Support Program run by the Chilean Economic Development Agency (CORFO). The main aim of the project is to promote a community of learning and foster an ecosystem of innovation based around digital and audiovisual tools in the O’Higgins Region. Reuse of waste and cultural preservation The Rapa Nui School of Music and Arts In 2014, Entel provided support for the construction of Rapa Nui’s first sustainable music school headed by the NGO Toki (led by the famous pianist Mahani Teave) and backed by Desafío Levantemos Chile and the Municipality of Easter Island. The school serves two purposes: firstly, it aims to preserve the culture of Easter Island through teaching music, dance and language, and second, it aims to reduce waste on the island by combining traditional construction materials with cartons, bottles and old tires. The work has been created by the US architect and head of Earthship Biotecture, Michael Reynolds, known throughout the world as the ‘garbage warrior.’ In addition to using recycled construction materials, the school also supplies its own water and energy, and disposes of its waste in an environmentally friendly manner. The school was operational in December 2014, with the opening of its first rooms. Construction of the work is due for completion in 2017, with the classrooms of this selfsustainable project expected to benefit over 225 Rapa Nui students. 99 Annual Report 2014 - For Translation Purposes Only Bucalemu in the Libertador General Bernardo O’Higgins Region, part of the Todo Chile Comunicado project. 50 _ YEARS Evolving to be closer Progress goes hand-in-hand with change, which is why Entel has integrated its mobile and fixed businesses under a new structure to better respond to the needs of the market. The business is now organized to meet the specific needs of specific market segments – Consumer, Enterprise, Corporate – and the other groups it serves. 2011 101 Annual Report 2014 - For Translation Purposes Only 05 Results Consolidated Results In a year marked by the consolidation of Entel’s presence in Peru, the company is in a solid position to continue growing and reap the long-term rewards of current investment. In 2014, Entel consolidated its presence in Peru, putting it in a solid position to continue growing and benefit from the long-term rewards of current investment. The potential of the Peruvian market creates an opportunity for the company to replicate the business model that has been so successful in Chile over the last two decades. As such, the analysis of the company’s results for the year will reflect the initial impact of positioning the company in Peru, which has entailed significant investment and marketing and sales costs, as well as increased levels of debt to allow the expansion of the company’s infrastructure and develop the necessary range of services to support its long-term strategy. Entel’s solid financial position allows the company to support the internationalization of its operations, expanding its modern infrastructure and comprehensive range of services into the Peruvian market to allow more people to live better connected every day. In Chile, 2014 was a year of changes in the telecommunications industry, particularly in the mobile area. Some of the most important changes include an unprecedented 75% reduction in the mobile termination rate, with a major impact on the number of prepaid customers and their activity, the impact of measures to restrict products based on pricing models with different tariffs for on-net and off-net traffic, the high penetration of data usage in the customer base, which reached 66% and continues to change the way that people and businesses use services, and finally, the largescale penetration of smartphones in the prepaid market between 2013 and 2014. Annual Report 2014 - For Translation Purposes Only 102 Against the backdrop of a significant economic slowdown, these changes made this been a complex year marked by the adjustment of the industry. All the above factors caused the Chilean mobile industry to contract by around 6% in terms of total revenue (compared to 7% in 2013), with the prepaid segment suffering a fall in the number of customers and expenditure. In business segments, the mobile market remained relatively flat in terms of connections and declined slightly in terms of expenditure. Businesses were also much less dynamic in terms of the demand for new services, both fixed and mobile. In this context, Entel’s business grew both in terms of the number of high-value mobile customers and the penetration of mobile data. Revenue for the period was CLP 1,688,052 million, driven by the consolidation of the business in Peru, which, after various months of preparation involving the rollout of network and a commercial support structure, successfully launched a disruptive range of services at the end of 2014, with 258,000 net additions in the fourth quarter. The change in revenue is also explained by a significant increase in data and IT services for businesses in Chile, growth in Entel Hogar and the strong performance of Americatel Perú. This was partially offset by lower mobile revenue in Chile as a result of the reduction in access charges and the economic slowdown, which have particularly affected the prepaid segment. CONSOLIDATED RESULTS (CLP million) 2014 1,668,052 370,150 126,769 -44,434 -33,879 48,457 8,014 56,471 Consolidated revenue EBITDA Operating profit Net financial expenditure Exchange rate and adjustment of units of account Pre-tax profit Tax Annual profit 2013 1,643,930 467,316 218,037 -18,891 -22,229 176,917 -29,952 146,965 % Change 1% -21% -42% 135% 52% -73% -62% OPERATING REVENUE (CLP million) Mobile telephone services (Chile) Mobile telephone services (Peru) Data services (including IT) Local telephone services* Long distance Internet** Services to other operators Traffic business TV services Americatel Perú Call center and other services Other revenue Total operating revenue 2014 1,150,532 151,729 136,842 50,568 26,961 24,097 22,988 28,080 18,020 25,450 8,000 24,784 1,668,052 2013 1,271,725 45,902 120,663 43,160 32,027 20,879 20,868 31,255 8,337 21,392 12,168 15,554 1,643,930 % Change -10% 231% 13% 17% -16% 15% 10% -10% 116% 19% -34% 59% 1% * Includes traditional fixed revenue, NGN-IP and trunk IP sections. ** Includes revenue from Duo Empresa services. Mobile telephone services Chile At the end of 2014, Chile had a total of 10,102,117 mobile customers, down 3% with respect to 2013 as a result of a contraction in the prepaid segment and mobile broadband. However, this is compensated by growth of 4% delivered by Entel’s strategy in the postpaid segment (voice, largely with data plans and mobile broadband), which makes up 35% of the total customer base. Revenue from mobile services in Chile fell by 10% in 2014, largely as a result of the 75% reduction in the mobile termination rate, which took effect last January, and falling revenue from handset sales, primarily in the prepaid segment. This was partially offset by an increase in revenue from mobile data services, associated with 41% growth in the use of mobile Internet in line with the increased penetration of smartphones and the growth of postpaid customers. In a context of constant growth in data traffic and mobile broadband in Chile as a result of the penetration of smartphones and the large-scale adoption of mobile applications, the company maintained growth in the number of mobile Internet plans, driven by the improved browsing experience offered by its new full multimedia plans and the attraction of more postpaid customers through portability offers. At the end of 2014, 66% of postpaid customers had plans or packs that allow them to use data on their smartphones, a considerable increase from the figure of 55% at the end of 2013. After the launch of the company’s 4G LTE network on the 2,600 MHz band at the end of March 2014, the service had around 230,000 users at the end of the year. Mobile telephone services Peru In October, the company completed the change of branding of its mobile operations in Peru, launching the Entel Perú brand. This major milestone formally marked the launch of the company’s operations in the Peruvian market under the Entel brand, following its entry in 2013 with the acquisition of 100% of shares in Nextel from the North American company NII Holdings. The business completed its plan to develop its technical capacity through the large-scale expansion and upgrades to its network, which is now the most modern in the country, offering the best 4G LTE experience. This was complemen103 Annual Report 2014 - For Translation Purposes Only ted by the expansion of telecommunications infrastructure to improve the quality and coverage of mobile services on a daily basis. The company is also strengthening its service channels to allow it to provide the best possible service quality as part of its drive to secure a major position in the Peruvian market, which is undergoing significant technological change as part of the rapid evolution from voice services to data and mobile Internet. Entel Perú has implemented an innovative, integrated business strategy for both the Consumer and Enterprise segments, offering attractive promotions for high-value customers. The company offers cutting edge devices with plans that provide high-capacity data and unlimited any-destination voice minutes, all with a view to becoming a major operator in the Peruvian market. Backed by these activities, the Entel Perú brand was officially launched in October with a national advertising campaign that resulted in a high level of acceptance by the market, authorities and the general public, as evidenced by the event trending on social networks. All this meant that at the end of 2014, the Entel Perú international subsidiary had 1,738,450 customers, representing growth of 11% with respect to 2013. Adding the users of this new subsidiary to the existing customer base in Chile gives a total of 11,840,567 customers. Moreover, while 63% of Entel’s 1.6 million customers in Peru at the end of 2013 were using iDEN technology, this proportion had fallen to just 39% of the company’s 1.7 million users at the end of 2014, showing that beneath this modest growth in the number of customers lies a significant change in the technology they use. Another extremely important element is the attractiveness of the new brand and its services in terms of their ability to attract sales, with the company gaining a significant number of high-value customers in the fourth quarter, following the launch of the new brand. Another major factor has been portability legislation reducing the time for transfers between operators to a single day. This has seen the company capture 52% of all switches in the industry, which have in- Annual Report 2014 - For Translation Purposes Only 104 creased by an average factor of 5.5 every week since this change. Revenue from Entel Perú in 2014 was CLP 151,729 million, driven by the growth in customers using 2G, 3G and 4G services. Entel Hogar The results are also due to significant growth in revenue from Entel Hogar, which has seen attractive growth figures as a result of its strategy to increase sales and penetration in areas with a limited range of telecommunications services. The segment, which provides fixed telephone, Internet and television services had a total of 275,987 contracted services as of December 31, representing growth of 34% with respect to 2013. Entel Hogar also increased the flexibility of its voice services with its Autopack product, allowing a reduction in sales and installation costs. Fixed voice, data and IT services Integrated data and IT services associated with the Enterprise and Corporate segment registered growth of 13%, driven by the incorporation of new solutions and services, all based on Entel’s solid infrastructure and network quality. The company provides a wide range of integrated solutions for the business market, handling current business critical processes, all supported by its infrastructure capacity and robust data center. Products for SMEs are based on the bundling of fixed and mobile services supported by Entel’s solid mobile network infrastructure and GPON. IT outsourcing, cloud management services based on mobile applications and the Internet of things were key factors in delivering growth. Infrastructure leasing and wholesale sales to other telecommunications and call center companies experienced a fall in revenue, largely from wholesale sales, which were affected by the consolidation of the company’s mobile operations in Peru (Nextel Perú was a client prior to the acquisition). Additionally, revenue from the traffic business fell as a result of less traffic and lower tariffs, although this was partially offset by an increase in revenue from infrastructu- BASE DE ABONADOS MOVILES (%) re leasing due to higher revenue from the leasing of infrastructure to other fixed, mobile and virtual mobile operators. Revenue for Americatel Perú was CLP 25,450 million at the end of December, representing growth of 19% with respect to 2013, largely driven by the increase in integrated IP services (voice, data and Internet) for the business segment and satellite services, as well as the incorporation of business customers from Entel Perú. The annual increase was slightly affected by a decline in long-distance revenue. CUSTOMER BASE – ENTEL PERÚ (thousands) 2,000 1,738 19 1,569 1,500 171 1,556 1,493 112 397 111 1,051 978 44 25 910 843 500 775 328 325 262 Q3 13 Q4 13 Q1 14 0 The EBITDA margin was 29%, representing growth of 1 percentage point, which reflects the company’s efforts to deliver efficiency. Excluding the impact of the Entel Perú subsidiary and using comparable terms for the accounting of postpaid handsets, EBITDA grew 2%, showing the business’s solid position in the Chilean market. Annual profit Entel’s profit for 2014 was CLP 56,471 million, a fall of 62% with respect to CLP 146,965 million in 2013, largely explained by lower operating profits from the mobile business in Peru and increased financial expenditure related to a higher level of debt and the higher costs of instruments denominated in the UF unit of account as a result of higher inflation. 996 620 86 1,000 EBITDA EBITDA for the year was CLP 370,150 million as of December 31, 2014, 21% lower than the figure of CLP 467,316 million for 2013 as a result of the rollout and launch of the Entel Perú mobile operation and, to a lesser extent, the impact of lower termination rate. This was partially compensated by improvements in the Enterprise and Corporate segments, together with the operations of Americatel Perú and call centers. 1,480 1,453 211 142 MBB iDEN HPPTT 679 126 42 39 Q2 14 Q3 14 Q4 14 4G/3G/2G CONSOLIDATED REVENUE BY SERVICE TYPE 1% 3% AMERICATEL PERU ENTEL HOGAR AND OTHER RESIDENTIAL** 16% 2% CALL CENTER AND OTHER REVENUE FIXED ENTERPRISE AND CORPORATE* 9% MOBILE PERU 69% MOBILE CHILE * Integrated services (voice, data and Internet) in the Enterprise and Corporate segments, and network leasing and traffic business. Similarly, a reform to the Chilean tax system was approved in September 2014, resulting in a positive impact of CLP 9,864 million on deferred taxes, accrued as equity in line with Circular No. 856 of the Chilean Superintendency of Securities and Insurance. ** Entel Hogar and long distance. 105 Annual Report 2014 - For Translation Purposes Only Campaign to launch the Entel Perú brand, October 2014. 50 _ YEARS Expansion in Peru In 2013, Entel took a major step in the expansion of its brand in the Peruvian market with the acquisition of 100% of shares in Nextel Perú, the third largest mobile company in the country. In 2014, the company upgraded its infrastructure and made significant investment in the commercial side of the business with the launch of the Entel Perú brand, positioning the company as a regional brand in Latin America. 2013 107 Annual Report 2014 - For Translation Purposes Only 06 Subsidiaries Entel Perú With the country’s most modern infrastructure, Entel Perú covers all sectors of the Peruvian market, offering its customers a differentiated user experience in both the Consumer and Enterprise segments. »» Successful launch of the new Entel Perú brand, focusing on the Consumer Segment. »» Net growth of 258,000 customers during the fourth quarter, following the launch of the brand. »» The only operator with iDEN 2G, 3G and 4G, services, doubling its points of presence. »» Best 4G LTE coverage with the most modern infrastructure in the country. »» Extensive rollout of points of sale and development of wholesale sales network of around 60%. »» Leadership in mobile portability, especially among high-value customers. Context With a dynamic economy, a stable regulatory framework and low penetration of mobile Internet, the Peruvian market has significant potential for growth. Peru has a population of 30 million and a mobile penetration of 96%, (according to the Bank of America Merrill Lynch). This figure is well below the level in Chile (129%, according to the Department of Telecommunications), and far below the average of 120% in the OECD countries. The penetration of these services Annual Report 2014 - For Translation Purposes Only 108 differs considerably from the penetration of data services, which is around 20% of postpaid customers. This context, together with upgrades to technology and the modernization of services, presents a major opportunity to meet the needs of increasingly well informed users who demand high quality from mobile operators. Entel’s infrastructure is a key factor to competing in this high-potential market, which is evolving from voice services to the intensive use of mobile data. The company has the most modern platform in the country and is the only operator with iDEN, 2G, 3G and 4G services, as well as having the highest 4G LTE coverage in Peru. Launch of Entel Perú In 2014, Entel began to consolidate the acquisition from NII Holdings of a 100% share in Nextel Perú, a company which had previously been focused on the Enterprise Segment. With a strong and successful campaign to position the new brand, the switch from Nextel to Entel Perú was completed in October. The objective is for the brand to become a universal mobile operator, servicing all segments of the Peruvian market and offering customers a differentiated user experience. In preparation for the launch of Entel Perú, which implied a strategic change of focus from enterprises to consumers, the company achieved a number of major milestones, including upgrading and expanding its network of 2G, 3G and 4G services, doubling the number of points of presence (PoPs) Highly successful launch of the new brand with the company positioning itself in the high-value segment. 725 points of sale throughout the country, with Entel Perú doubling its contact points. BRAND RECOGNITION 53% Spontaneous 25% 13% 8% OCT. 2014 2% NOV. 2014 DEC. 2014 OCT. 2014 4% NOV. 2014 DEC. 2014 84% Assisted 44% 39% 16% OCT. 2014 NOV. 2014 DEC. 2014 6% 10% OCT. 2014 NOV. 2014 ENTEL DEC. 2014 NEW COMPETITOR to more than 1,700, and completing the most modern infrastructure in Peru. To develop its sales network, the company increased the number of points of sale by 60%, giving it an extended presence in areas of interest. 11% increase in the number of customers in 2014. Despite the fact the Peruvian industry is marked by an 80% usage of prepaid services, the launch strategy was complemented by attractive subsidized offers for high-end handsets with innovative plans, helping attract high-value customers and position the brand in a market that until recently had only two operators. The successful launch allowed Entel Perú to obtain 64,412 customers through portability in less than two months, leading the market in this area. As a result of the launch strategy and the successful positioning of the brand, Entel Perú finished the year with over 1.7 million customers. STRATEGY Product range and brand development Entel Perú has focused on developing a brand with attributes of closeness to customers and approachability, taking advantage of the user experience delivered by improved browsing options, particularly from its 4G network, backed by its excellent customer service. By offering any-network minutes, expanding the range of data and focusing on high-value customers, the company also added new functionalities and services specific to the Consumer Segment. Significant growth in sales activity among both consumers and enterprises. Territorial rollout (Network and PoS) During the period, progress was made in covering the main cities and roads, as well as strengthening the indoor network. To provide a quality service that allows users to have a satisfactory experience, 100% of the network was upgraded (810 sites), complemented by 770 on-air sites. In parallel to this, the company increased its points of sale to support growth in the number of customers with points of service, increasing the number from 356 points of customer contact to 725 at the end of the year. This is supported by the expansion of the wholesale distribution and top-up network. Distinctive Experience Backed by our aim of providing a distinctive experience, Entel Perú consolidated its customer-focused culture in 2014. Over the year, the company reorganized its management model, putting in place a multi-channel, sub-segmented strategy that is coherent with the value and expectations of its customers. The match between the products offered and service is clear from previous service quality indicators. In a study by GFK, Entel Perú had satisfaction indicators of 61% for data signal quality (23% above the closest competitor), 60% for service quality (20% clear of the competition) and 61% for transparency (12 points clear of the second operator). The company was also the mobile operator with the best results for call quality in terms of the rates of unsuccessful attempts and interrupted calls, with a trend of improvement during the final months of the year. In December 2014, the rate for unsuccessful attempts was 0.07%, which was 30% lower than the closest competitor (1.39%), while the dropped call rate was 0.57%, almost half the figure for the closest competitor (1.12%). Portability With a market share of around 6% at the close of the year, Entel is the third largest mobile company in Peru. With services that provide full 4G coverage and unlimited voice plans for users, the company successfully completed its entry into the Consumer Segment as a major competitor, obtaining the preference of customers and setting the target of reaching a share of around 25% in the medium term. 109 Annual Report 2014 - For Translation Purposes Only TRENDS IN TECHNOLOGY Postpaid voice customer base 1,000,000 900,000 719,203 748,324 762,840 698,681 733,661 675,633 115,708 147,782 189,140 231,103 283,650 320,173 355,301 420,855 110,555 103,111 97,049 86,426 61,136 51,600 43,927 37,520 800,000 700,000 600,000 500,000 663,183 659,667 73,976 90,205 129,790 118,756 804,088 664,190 400,000 857,786 504,037 562,667 31,098 24,533 459,417 450,706 437,927 424,740 412,492 401,674 388,875 376,551 363,612 345,713 322,651 299,743 JAN-14 FEB-14 MAR-14 APR -14 MAY-14 JUN -14 JUL -14 AUG-14 SEP-14 OCT -14 NOV-14 DEC-14 300,000 200,000 886,943 100,000 0 iDEN HPPT 2G/3G/4G VOICE * Excludes MBB The success of this strategy was reflected in the figures for portability, which was relaunched on July 16 with the time frame for switching operator reduced from seven days to 24 hours. At the end of December, according to official figures from the Peruvian regulator Osiptel, Entel comfortably led portability figures, with a net balance of 11,517 prepaid customers, almost ten times more than the nearest competitor. The corresponding figure for postpaid customers was a net increase of 59,352, which represents 60 times the number obtained by the nearest competitor. Human capital In 2014, Entel continued the integration of its operations through the restructuring of the company, with a focus on providing a distinctive structure to enable it to respond efficiently to the needs of its customers. Entel strengthened its sales force and doubled the number of customer contact points throughout the country, taking the number to 725 at the end of the year. Providing quality service is a key aspect of the company’s strategy and its employees are an important part of the principles that drive Entel. The company directly employs a workforce of around 2,200, which is complemented by indirectly employed staff, all of which are contracted in line with the relevant employment law. Customers With a focus on latest-generation equipment and a reliable 4G connection backed by the country’s most modern infrastructure, Entel Perú had a total of 1,738,450 customers at Annual Report 2014 - For Translation Purposes Only 110 the end of the year, a net increase of 11% with respect to December 2013, with average revenue per user of CLP 8,252. Regulatory framework In 2014, regulatory initiatives approved for the sector have placed an emphasis on making the telecommunications market more dynamic to address the lack of competition in the industry, which is currently dominated by two operators. In December 2013, the Private Investment Supervisory Body for Telecommunications (Osiptel) began the review process for the mobile termination rate, which was set at USD 0.04 per minute at the end of the year. The process will be completed in 2015, when there is expected to be a reduction in the charge for mobile operators when users make calls to other operators. The mobile charge is a significant factor in the price of calls to other operators and its reduction will allow new challengers, such as Entel, to compete with the largest operators in the market. In the specific case of the mobile market, July 2014 saw the implementation of a key measure designed to stimulate competition, cutting the time frame for number portability from seven days to one, as well as reducing the number of requirements to be met by the customer to request the transfer of their number. The results of this measure have exceeded all expectations: in the previous four years (2010 to June 2014), number portability in Peru only recorded a total of 268,911 transfers, whereas in the five months following the launch of portability in one day (July–December 2014) there were 164,694 transfers. TRENDS IN TECHNOLOGY Prepaid voice customer base 1,000,000 900,000 812,347 800,000 700,000 600,000 500,000 687,513 721,899 632,548 650,112 675,603 441,136 431,279 419,012 411,326 405,875 391,454 378,853 166,322 201,269 231,100 264,277 281,638 330,445 433,494 JUL -14 AUG-14 SEP-14 OCT -14 NOV-14 DEC-14 565,857 567,441 573,877 593,519 607,456 561,071 496,639 483,016 471,825 458,720 449,977 69,220 78,057 95,618 115,159 143,544 JAN-14 FEB-14 MAR-14 400,000 300,000 200,000 100,000 0 iDEN 2G/3G/4G VOICE APR -14 MAY-14 JUN -14 * Excludes MBB This measure was complemented by two other significant regulatory initiatives designed to stimulate competition in the mobile market. The first of these is the Mobile Virtual Network Operators Act, which allows individuals or legal entities without a concession to provide mobile services to users using the networks of currently established mobile operators. The regulations for this legislation are currently being debated by the sector and are expected to be approved during the first quarter of 2015. Secondly, from January 2015, the Private Investment Supervisory Body for Telecommunications (Osiptel) has ruled that mobile operators must sell unlocked handsets, allowing their use with any operator, either national or international. Osiptel also fixed a limit for the fees mobile operators can charge users for unlocking phones in line with the acquisition of handsets, helping reduce the costs for switching between operators. 40%, with a requirement to meet a level of 80% for at least one hour a day. The regulation also requires operators to make tools available to measure Internet speeds on their websites and on smartphones and tablets sold to their customers. This Internet regulation will apply from April 2015. The regulatory outlook for the local market for 2015 is expected to be as active, if not more so than in 2014. During the year, Osiptel will establish the new mobile termination rate payable by operators during the period 2015–19, which will help increase competition in the market. Another significant measure approved in 2014 was legislation allowing the rollout of telecommunications infrastructure approved last July, establishing a mechanism of automatic approval by municipalities for the installation of antennas, subject to oversight after the submitted documentation has been reviewed. This will help reduce current gaps in coverage. The regulations for this legislation are currently being drafted and debated. If passed they will have a major effect, given the demanding and measures approved in 2014 by the regulator in terms of coverage and service quality. In October 2014, Osiptel published a new Quality Regulation, which, among other new material, regulates the minimum browsing speed that operators must guarantee users. The speed has been set at 111 Annual Report 2014 - For Translation Purposes Only 06 Subsidiaries Americatel Perú Entel has consolidated its range of products and services, p roviding a range of options to meet the needs of the Enterprise and Corporate segments in Peru. »» Growth in the NGN service for the Enterprise Segment, with more than 9,000 businesses passed. In 2014, Americatel Perú had over 6,000 Enterprise and Corporate customers, driven by growth in IT services, the acquisition of the WiMAX portfolio from Entel Perú and the continuous increase in the company’s traditional services. »» Management of the Nextel Perú WiMAX portfolio for fixed broadband services. Over 12,000 points passed, taking into account NGN and the acquired portfolio. Satellite services »» Launch of NGN LTE in October, providing plans with increased bandwidth to meet new market requirements. At the end of 2014, Americatel Perú provided satellite services to a portfolio of 180 customers via a total of 555 points, increasing its share of revenue in the market from 7% to 11%. The company aims to deliver growth through a longterm vertical prospecting strategy and the development of new products that will allow it to increase the number of potential customers for the service. It also aims to increase the profitability of the business through actions that allow it to reduce costs. Custom bundles The company increased its penetration of the SME market during the year, largely as a result of the success of its Americatel NGN product, which includes telephone services, Internet, centrex and other value-added services. The company’s market share of this segment is now 13%. Over the last year, the number of contracted points for this service increased to over 9,000, making it possible to reach high levels of usage in the company’s WiMAX network capacity among high-value customers. Similarly, in October 2014, NGN LTE plans were launched, increasing the bandAnnual Report 2014 - For Translation Purposes Only 112 width available to customers in response to the new market requirements. In the Corporate Segment, Americatel has a total penetration of 65%, with the figure for services provided over its own access network standing at 45% (telephone, Internet, data, NGN, satellite and IT services). Fixed portability took effect in August 2014, creating an opportunity to increase the number of fixed telephone customers. Wholesale Segment 30% increase in EBITDA during the period. 6,000 Enterprise and Corporate customers recorded by Americatel as a result of growth in IT services. The Wholesale Segment’s main service is incoming International long-distance traffic. With a combination of strategies to ensure the profitability of its national transport network and direct interconnections with other operators, the company achieved a historical record in terms of profitability, increasing its direct margin by 17% with respect to 2013. These strategies made it possible to reach a market share of 20% of incoming fixed network traffic in Peru. In 2014, Entel Perú also consolidated its position as the largest international termination supplier, handling 80% of traffic, as of December 2014. In terms of wholesale data services, the company’s strategy aims to position the company as an operator whose comparative advantage lies in the speed of providing quotations and carrying out installation work. The company has also focused on the profitability of its local transport backbone, through which it provides high-capacity circuits to telecommunications operators. These strategies have made it possible to increase the loyalty of customers such as AT&T, British Telecom, Orange and Entel, increasing turnover by over 30% and the direct margin by over 35%. Residential Market In 2014, Americatel provided long-distance services to 75,000 contract customers (90,000 plans), 8,000 customers with a monthly dial-around service and 26,000 monthly mo- bile origin dialers. In terms of fixed origin services, the company has a market share of 13% of national long-distance services and 41% of international long-distance. For mobile origin services, its share is 3% among both prepaid and postpaid customers. The company has optimized its marketing activities to maximize the profitability of long-distance services, emphasizing the communication of low prices and brand recognition. It has also optimized the resources used for campaigns for sales and the retention of long-distance plans, delivering significant savings in call center resources. Revenue from the market as a whole fell 26% between 2014 and 2013 as a result of the replacement of national and international long-distance products by alternatives such as Internet and VoIP but primarily because of the transition from fixed to mobile origin traffic. In fact, mobile operators developed an aggressive pricing strategy, with tariffs 90% lower than Americatel international long-distance dialaround and 40% lower than the contracted tariff. However, in spite of these reductions at market level, Americatel traffic fell by 20% and 17% for national and international longdistance, respectively. In both cases, the reduction was the lowest in the market. The contraction of the market and the pressure on prices has affected results in this segment. However, the effects have been partially offset by the optimization of investment in marketing and the use of call center resources. The user experience of Americatel’s long-distance products was evaluated as highly positive by its customers. The Top to Box study in October for fixed-origin services rated satisfaction at 75% for image and 80% for quality. Similarly, the net satisfaction index among postpaid mobile-origin customers was 80%, with a figure of 88% for prepaid, both in the dial-around segment. 113 Annual Report 2014 - For Translation Purposes Only GROSS REVENUE (USD thousand; PEN–USD exchange rate: 2.990) REVENUE BY SERVICE 30% 50,000 SERVICES WITHOUT ACCESS 40,000 30,000 18% 47,404 40,085 25,886 32,963 14,212 14,431 2013 2014 20,000 10,000 70% SERVICES WITH ACCESS 0 SERVICES WITH ACCESS Results for Americatel Perú The close of the year for Americatel Perú was marked by its operational management and financial results, which reached record highs in 2014, as a result of sustained and sustainable growth. The international trend for the decline in long-distance services has led the company to shift its emphasis to products that provide access, focusing on satellite services, NGN via the launch of LTE, and taking over Entel Perú’s fixed broadband business. This is complemented by a strong range of data center services, including hosting and housing, which has allowed the company to continue creating value for its customers. Revenue for the year was USD 47.4 million, representing a growth of 18% with respect to 2013, and EBITDA was USD 9.8 million (including the distribution of profits), which represents growth of 30% with respect to the previous year. The EBITDA margin increased by 2% to reach 21% in 2014. SERVICES WITHOUT ACCESS venue of USD 12.7 million, up 4% from the previous year, as a result of the increased customer base, contrasted with a 2% fall in ARPU. Satellite services closed the year with 554 points and revenue of USD 7.4 million, equivalent to a 31% increase with respect to the previous year and representing 25% of revenue for the Enterprise Segment. For IT, an aggressive strategy for IaaS and SaaS hosting delivered 57% growth in revenue over the year. In the mass-market segment, revenue fell by 13.6% with respect to 2013 as a result of the natural replacement with new Internet-based technologies that is affecting the market, although this has been offset by defensive strategies making it possible to mitigate the reduction. These include promotions to increase mobile-origin Multicarrier traffic and revenue which, within the category, saw revenue growth of 1% during the year. Annual revenue growth in products providing Internet access was 12%. The Wholesale Segment saw growth in both the traffic business, as a result of bilateral agreements with Entel Perú, AT&T and Teletel delivering an increase of 17% with respect to 2013, and infrastructure leasing, which grew by 31%. In the Enterprise Segment, revenue grew by 15% with respect to 2013, consolidating the NGN operation and increasing the range of new plans with LTE technology, making it possible to maintain a controlled churn of 2% of points billed, a slight increase of 0.05% on the previous year. This is complemented by growth of 4% in the end base, and re- The 30% increase in EBITDA with respect to the previous year is not only a result of higher revenue but also of significant savings and the control of costs, which has made it possible to improve margins. Indirect costs only grew by 16% with respect to the previous year, which is less than the total increase in revenue of 18%. Annual Report 2014 - For Translation Purposes Only 114 EBITDA (USD million; (PEN–USD exchange rate: 2.990) 12,000 10,000 8,000 30% 9,785 7,524 6,000 4,000 2,000 0 2013 2014 Investment Americatel invested USD 8 million in 2014. The bulk of this investment (32%) was used to provide equipment for customers, mainly for NGN services and dedicated Internet. One of the most important projects was the rollout of the 2.3 GHz LTE network with 28 base stations to offer competitive speeds in the market. The year also saw the completion of the expansion of Tier III data center and external plant to provide business services. 115 Annual Report 2014 - For Translation Purposes Only 06 Subsidiaries Entel Call Center With a mission of providing effective customer contact via robust contact center solutions, Entel aims to provide multi-channel operations that make it possible to deliver an a comprehensive service. Profile »» COPC® GMD certification for three help desks. »» Addition of 196 positions to operations in Chile. »» Implementation of a complementary end-to-end fulfillment service whose operating technology makes it possible to increase the effectiveness of product delivery from 45% to 70%. »» ISO 9001:2008 re-certification of Servicios Call Center Perú. »» Entel Call Center is the second largest operator in the Chilean market, with 18% of total positions for outsourcing services and is also a major player in the Peruvian market. Entel Call Center was created to meet the requirement of Entel S.A. to provide a timely and efficient response to its customers’ requirements. In a competitive market, the company has been able to successfully deliver integrated services with a strategy based on expanding its business line. Its success is reflected by over 60 customers that place their trust in Entel Call Center, including public bodies (Ministry of Health, Civil Registry, Ministry of Social Development), financial institutions (Banco de Chile and BBVA), retail businesses (Puntos Cencosud) and commercial companies (Derco, Soprole and Abastible). The company has local and international operations, with three sites in Chile and Peru, where it supports the growth of Entel Perú and other customers, such as Americatel Perú, Bcp, Auna, Ripley, Lider and ACE Seguros. Context The growing demand among customers for efficient, personalized service has created a requirement for multi-channel services that integrate social networking platforms, mail, chat and robust contact center solutions, occasionally complemented by fulfillment services. The diversification and quality of its services has allowed Entel Call Center to capture new customers and expand its business lines, with a focus on providing customer service that meets the highest standards on the market. Annual Report 2014 - For Translation Purposes Only 116 With infrastructure built and fitted out to meet the highest standards of quality, the company’s sites are specially designed for the contact center business, with each providing the safety, comfort, lighting and climate control required to guarantee an optimum working environment for more than 5,622 employees in both countries. The company has a workforce of 3,098 in Chile, with 1,894 employees directly contracted by Entel Servicios de Call Center or Entel Servicios de Contact Center. In Peru, staff are employed by Servicios Call Center del Perú and the total workforce 2,320. 15% growth in revenue 2014 Strategy Expansion To provide end users with quick and accurate solutions and deliver high levels of customer satisfaction, Entel Call Center aims to achieve a highly efficient first contact resolution, based on an approach that is not restricted to telephone or in-person service and encompasses multiple communication channels. Entel understands that it forms part of the value chain of its users and establishing interaction with end users and customers is a priority objective. As such, the services provided are at the cutting edge of current requirements, offering integrated solutions encompassing social networks, MSI mobile, email, SMS, chat and click-to-call, all structured around a single, centralized source of information. The company has 1,688 positions in Peru, with a usage level of 98%. Work is underway to add a further 280 positions to meet the growing demand for services. Customer satisfaction In 2014, Entel Call Center obtained COPC® GMD certification for three of its help desks: the help desks for smartphone customers in the Consumer and Enterprise segments and the help desk for the Civil Registry. This reaffirms the high operational standards of Entel Call Center and its commitment to deliver quality service. Entel Call Center manages the customer experience through tools that provide service level indicators, backed by a robust technology platform that makes it possible to manage interactions with all the information required. This is a vital part of ensuring the quick and effective delivery of solutions, alongside recruitment and training processes. To ensure the continuous improvement of its services, the company measures critical error and non-critical error accuracy on a monthly basis, comparing the indicators with the satisfaction results for end users. Improvements were detected both at executive level (vertical view) and at business process level (across the business). In Chile, there was a total of 2,600 positions in 2014, 2,200 of which are allocated. Over the last year, the company added 196 positions to its site at Curauma. These have been complemented by the addition of 98 positions at the General Mackenna site and the return of the Amunátegui site in Santiago. Certification of services Recertification of quality To ensure its quality management system is up-to-date, in 2014, the subsidiary Servicios Call Center Perú undertook an internal audit process to obtain recertification under the ISO 9001:2008 standard, the results of which are expected at the start of 2015. 117 Annual Report 2014 - For Translation Purposes Only Results Services In a competitive market, the focus on delivering efficiency and quality in the services provided by the company has made it possible to maintain margins and high levels of customer satisfaction. These efforts are reflected in the trust placed in Entel by its customers and improved results. Multi-channel services Implementation of multimedia services, social networks, chat, single platforms and platforms to complement existing remote services as part of a single service independent of the point of contact, with customer and service information integrated into existing channels. Consolidated revenue for Entel Call Center was CLP 41,694 million as of December 2014, representing annual growth of 15%, which was driven by Servicios Call Center de Perú, whose activity increased as a result of Entel’s expansion in the country and the increase in sales services. EBITDA increased by 21% with respect to 2013, largely due to increased revenue from Servicios de Call Center de Perú, together with cost efficiencies in both Chile and Peru. Back office services Implementation of services to support customer service as part of a closed cycle, adding value in the resolution of administrative, control and monitoring tasks for individual businesses. CONSOLIDATED REVENUE FOR ENTEL CALL CENTER CLP million Values expressed under IFRS 45.000 40.000 15% Service desk Technical support help desks for Entel Group companies and external customers. A service focused on first contact resolution to increase service availability, reduce costs associated with repeat occurrences and provide effective support for services delivered on the ground. 41,694 36,278 35.000 30.000 Sales campaigns Consultative sales services, telemarketing and billing based on customer requirements, incorporating delivery services to provide sales support all the way to the delivery of the product to the end user. 25.000 20.000 15.000 10.000 5.000 0 2013 2014 Customer service Inbound service models based on market best practices, implemented using technologies such as IVR, CRM and service flows to meet business requirements, ensuring a quality service and the satisfaction of end users. CONSOLIDATED EBITDA ENTEL CALL CENTER 21% 4,500 4,000 4,582 3,799 3,500 3,000 Technology services Implementation of on-demand technology platforms, including world-class technology tailored to meet specific customer requirements, including control platforms, business intelligence and CRM services. 2,500 2,000 1,500 1,000 500 0 2013 2014 Annual Report 2014 - For Translation Purposes Only 118 119 Annual Report 2014 - For Translation Purposes Only Printing Ograma Design www.filete.cl Annual Report 2014 - For Translation Purposes Only 120 FINANCIAL INFORMATION 50_YEARS Company Information 1 . 2 . 3 . Articles of Incorporation Company Ownership Company Structure Dividend Policy Investment Policy Finance Policy Distributable Profits Dividends per Share Summary of Transactions Stock Market Presence Share Transactions Financial Activities Risk Factors Comparative Performance of Shares Shareholder Comments Material Events Insurance Suppliers Declaration of Responsibility 04 04 10 11 12 13 13 14 14 14 15 15 16 18 18 18 20 21 23 Consolidated Financial Statements Independent Auditor Report Consolidated Financial Statements Notes to the Consolidated Financial Statements Certificate of Accounts Inspectors 26 28 34 121 Subsidiary and Affiliate Companies Consolidated Balance Sheets for Subsidiaries Note: Corporate information is provided in a separate volume. 124 1. COM_ PANY INFOR MATION Articles of Incorporation Entel Chile S.A. was incorporated as a corporation by public deed, issued before notary Jaime García Palazuelos in Santiago on August 31, 1964. The company and its articles of incorporation were approved by Supreme Decree No. 5,487, issued by the Ministry of the Treasury on December 30, 1964. The relevant extract can be found on page 381, No. 191, and the aforementioned decree on page 384, No. 192, of the Santiago Trade Register, dated January 18, 1965, and published in the Official State Gazette on January 20, 1965. The company was declared legally established by Supreme Decree No. 1,088, issued by the Ministry of the Treasury on April 4, 1966. Name or Company Name The company statutes have subsequently undergone a number of modifications to ensure compliance with Decree Law No. 3,500 (1980) regarding the number and nationality of directors, the existence of alternative directors, increases in capital and expanding the areas in which the company operates. Company Ownership As of December 31, 2014, the capital stock of Empresa Nacional de Telecomunicaciones S.A. was distributed in 236,523,695 single-series shares, fully subscribed and paid-in by its 2,085 shareholders. The 12 largest shareholders of Entel S.A. are listed in the table below, together with the size of their shareholding and its percentage. Shares on 12/31/2013 1 INVERSIONES ALTEL LTDA. 2 BANCO DE CHILE ON BEHALF OF NON-RESIDENT THIRD PARTIES Share (%) 129,530,284 54.76% 24,654,149 10.42% 3 BANCO ITAU ON BEHALF OF INVESTORS 21,660,695 9.16% 4 BANCO SANTANDER ON BEHALF OF FOREIGN INVESTORS 10,119,375 4.28% 5 BANCHILE C DE B S A 3,575,222 1.51% 6 LARRAIN VIAL S A STOCK BROKER 3,419,745 1.45% 7 AFP PROVIDA S A FOR CLASS C PENSION FUND 2,643,352 1.12% 8 AFP PROVIDA S A CLASS B FUND 2,346,498 0.99% 9 AFP HABITAT S A CLASS B FUND 2,041,160 0.86% 10 AFP CAPITAL S A CLASS B PENSION FUND 1,788,390 0.76% 11 SANTANDER S A STOCKBROKER 1,721,790 0.73% 12 AFP CUPRUM S A CLASS B FUND 1,465,653 0.62% Other 31,557,382 13.34% Total 236,523,695 100.00% Annual Report 2014 - For Translation Purposes Only 4 Controllers In compliance with General Regulation No. 30, Inversiones Altel Ltda., Tax ID 76.242.520-3, remains the controller of Entel without any change and 129,530,284 shares, representing a 54.7642% stake in the Group. Inversiones Altel Ltda. is owned by Almendral Telecomunicaciones S.A., Tax ID 99.586.130-5, with a 99.99%, share and Almendral S.A., Tax ID 94.270.000- 8, with a 0.01% share. The individuals and legal entities that directly and indirectly form part of the controlling group are listed below. Information contained in the shareholder register as of December 31, 2014. Tax ID Shareholder Activities (%) 96.878.530-3 Inversiones Nilo S.A. * 926,012,160 6.84% 96.895.660-4 Inversiones El Rauli S.A. 703,849,544 5.20% 96.969.110-8 Forestal Cañada S.A. 561,429,758 4.15% 79.770.520-9 Forestal y Pesquera Copahue S.A. 454,057,900 3.35% 94.645.000-6 Inmobiliaria Ñagué S.A. 358,008,491 2.64% 96.800.810-2 Inmobiliaria Canigue S. A. 287,874,051 2.13% 90.412.000-6 Minera Valparaíso S.A. 281,889,680 2.08% 96.791.310-3 Inmobiliaria Teatinos S. A. 215,905,538 1.59% 81.358.600-2 Cominco S.A. 154,795,552 1.14% 96.878.540-0 Inversiones Orinoco S. A. 143,937,025 1.06% 81.280.300-K Viecal S.A. 95,058,166 0.70% 79.621.850-9 Forestal Cominco S.A. 78,666,592 0.58% 77.320.330-K Inversiones Coillanca Ltda. 50,500,000 0.37% 96.656.410-5 BICE Vida Compañia de Seguros 16,424,086 0.12% 4.333.299-6 Patricia Matte Larraín 4,842,182 0.05% 4.436.502-2 Eliodoro Matte Larraín * 3,696,822 0.03% 6.598.728-7 Bernardo Matte Larraín * 3,696,695 0.03% Grupo Matte (17) 4,340,644,242 32.07% 77.302.620-3 Inversiones Teval S.A. 1,290,595,292 9.53% 77.677.870-2 Inversiones Los Almendros Limitada 312,672,052 2.31% Grupo Fernández León (2) 1,603,267,344 11.84% 96.950.580-0 Inversiones Huildad S.A. 1,129,980,943 8.35% 89.979.600-4 Inversiones Paso Nevado Ltda. 262,000,000 1.94% 96.502.590-1 Inversiones Metropolitana Ltda. 49,000,000 0.36% Grupo Hurtado Vicuña (3) 1,440,980,943 10.64% 5 Annual Report 2014 - For Translation Purposes Only Information contained in the shareholder register as of December 31, 2014. Tax ID Shareholder Activities (%) 79.619.200-3 Consorcio Financiero S.A. * 894,655,313 6.61% 99.012.000-5 Cía. de Seguros de Vida Consorcio 405,540,420 3.00% Grupo Consorcio (2) 1,300,195,733 9.60% 85.127.400-6 Inmobiliaria Escorial Ltda. 347,973,232 2.57% 96.927.570-8 Los Peumos S.A. 264,803,356 1.96% 79.937.930-9 Inmobiliaria Santoña Ltda. 105,842,165 0.78% 79.937.090-8 Andromeda Inversiones Ltda. 102,372,197 0.76% 79.942.850-4 Inversiones El Manzano Ltda. 79,280,486 0.59% 78.136.230-1 Santa Rosario de Inversiones Ltda. 63,260,509 0.47% 79.934.710-5 Comercial Marchigue S.A. * 42,090,874 0.31% 79.933.390-2 Andacollo de Inversiones Ltda. 38,996,296 0.29% 77.740.800-3 Inversiones La Estancia Ltda. 30,805,638 0.23% 77.174.230-0 Inversiones Los Ciervos Ltda. 5,936,539 0.04% 96.932.040-1 Los Boldos 3,124,495 0.02% 96.928.240-2 Santo Domingo de Inversiones S.A. 3,079,761 0.02% 76.072.917-5 Inversiones El Manzano II S.A. 3,079,761 0.02% 76.072.983-3 Andaluza de Inversiones II S.A. 3,079,761 0.02% 76.072.985-K Inversiones La Estancia II S.A. 3,079,761 0.02% 76.073.008-4 La Esperanza S.A. 3,079,761 0.02% 79.966.130-6 Inmobiliaria e Inversiones Santa Sofía Ltda. 3,079,761 0.02% 76.381.035-6 Sociedad Colectiva Inversiones Los Ceibos * 3,079,761 0.02% 77.863.390-6 Cerro Colorado de Inversiones Ltda. 3,079,761 0.02% Valdes Covarrubias Maria Teresa 2,471,777 0.02% Inmobiliaria Estoril II S.A. 93,631 0.001% 4.431.346-4 96.962.800-7 Grupo Izquierdo Menéndez (21) 1,111,689,283 8.21% 96.949.800-6 Inversiones Green Ltda. 371,005,336 2.74% 96.949.780-8 Las Bardenas Chile S.A. 371,005,336 2.74% Grupo Gianoli (2) 742,010,672 5.48% 77.85% Controlling Group (47) 10,538,788,217 Minor shareholders (1,750) 3,000,833,815 22.15% Total (1,797) 13,539,622,032 100.00% * With shares held by stockbrokers. Does not include shares classified as financial investments. Annual Report 2014 - For Translation Purposes Only 6 On January 24, 2005, the board of directors of Almendral S.A. recorded the signing of a joint action shareholders agreement by certain shareholders to take control of the company, with each being a member of the controlling group. The individual members of the controlling group are as follows. Grupo Matte The companies of Grupo Matte are directly and indirectly controlled by the following individuals in the indicated percentages: >>Patricia Matte Larraín, Tax ID 4.333.299-6 (6.49%) and siblings María Patricia Larraín Matte, Tax ID 9.000.338-0 (2.56%), María Magdalena Larraín Matte, Tax ID 6.376.977-0 (2.56%), Jorge Bernardo Larraín Matte, Tax ID 7.025.583-9 (2.56%), and Jorge Gabriel Larraín Matte, Tax ID 10.031.620K (2.56%). >>Eliodoro Matte Larraín, Tax ID 4.336.502-2 (7.21%) and siblings Eliodoro Matte Capdevila, Tax ID 13.921.597-4 (3.27%), Jorge Matte Capdevila, Tax ID 14.169.037-K (3.27%), and María del Pilar Matte Capdevila, Tax ID 15. 959.356-8 (3.27%). >>Bernardo Matte Larraín, Tax ID 6.598.728-7 (7.79%) and siblings Bernardo Matte Izquierdo, Tax ID 15.637.711-2 (3.44%), Sofía Matte Izquierdo, Tax ID 16.095.796-4 (3.44%), and Francisco Matte Izquierdo, Tax ID 16.612.252-K (3.44%). b.Inversiones Teval S.A., whose ultimate controllers are: - Grupo Fernández León, comprising Eduardo Fernández León (Tax ID 3.931.817-2), Valerie Mac Auliffe Granello (Tax ID 4.222.315-8), Eduardo Fernández Mac Auliffe (Tax ID 7.010.379-6), Tomás Fernández Mac Auliffe (Tax ID 7.010.380K) and María José Cruzat Ochagavía (Tax ID 9.907.684-6) with 4.510%, 3.614%, 20.781%, 20.832% and 0.036% indirect shares of the company’s capital, respectively. - Grupo Garcés Silva, comprising José Antonio Garcés Silva, Tax ID 3.984.154-1, María Teresa Silva Silva, Tax ID 3.717.514-5, María Paz Garcés Silva, Tax ID 7.032.689-2, María Teresa Garcés Silva, Tax ID 7.032.690-6, José Antonio Garcés Silva, Tax ID 8.745.864-4, Matías Alberto Garcés Silva, Tax ID 10.825.9833 and Andrés Sergio Garcés Silva, Tax ID 10.828.517-6, with 1.47%, 0.27%, 9.64%, 9.64%, 9.64%, 9.64% and 9.64% indirect shares of the company’s capital, respectively. Grupo Hurtado Vicuña José Ignacio Hurtado Vicuña, Tax ID 4.556.173-9, María Mercedes Hurtado Vicuña, Tax ID 4.332.503-5, María Victoria Hurtado Vicuña, Tax ID 4.332.502-7, Juan José Hurtado Vicuña, Tax ID 5.715.251-6, José Nicolás Hurtado Vicuña, Tax ID 4.773.781-8, and Pedro José Hurtado Vicuña, Tax ID 6.375.828-0, directly and indirectly, and in equal percentages, control the companies through which Grupo Hurtado acts as member of the controller Almendral S.A. The shareholders listed above belong by kinship to the aforementioned corporate group and have a formal joint action agreement. Grupo Consorcio Grupo Fernández León - P&S S.A., with a share of 45.79% of the company’s capital. P&S S.A. is controlled in equal percentages with a joint direct and indirect share of 82.06% of the company’s capital, by José Ignacio Hurtado Vicuña (Tax ID 4.556.173-9), María Mercedes Hurtado Vicuña (Tax ID 4.332.503-5), María Victoria Hurtado Vicuña (Tax ID 4.332.502-7), Juan José Hurtado Vicuña (Tax ID 5.715.251-6), José Nicolás Hurtado Vicuña (Tax ID 4.773.781-8) and Pedro José Hurtado Vicuña (Tax ID 6.375.828-0). a.Inversiones Los Almendros Ltda. (formerly Inversiones Los Andes Dos Ltda.), whose ultimate controllers are Eduardo Fernández León (Tax ID 3.931.817-2), Valerie Mac Auliffe Granello (Tax ID 4.222.315-8), Eduardo Fernández Mac Auliffe (Tax ID 7.010.379-6), Tomás Fernández Mac Auliffe (Tax ID 7.010.380-K) and María José Cruzat Ochagavía (Tax ID 9.907.684-6) with 4.356%, 3.061%, 46.232%, 46.257% and 0.010% direct and indirect shares of the company’s capital, respectively. a.Consorcio Financiero S.A., whose ultimate controllers are: 7 Annual Report 2014 - For Translation Purposes Only - Banvida S.A., with a share of 45.79% of the company’s capital. Inversiones Teval S.A. is controller of Banvida S.A. with a share of 80.30% of the company’s capital. 5.742.959-3, with 99.79% and 0.21% direct shares of the company’s capital, respectively. This company was taken over by Santa Rosario de Inversiones Ltda. b.Compañía de Seguros de Vida Consorcio Nacional de Seguros S.A., whose ultimate controllers are the same as for Consorcio Financiero S.A., through which they hold a 99.86% share of capital of the former. g. Andrómeda Inversiones Ltda., whose ultimate controller is Roberto Izquierdo Menéndez, Tax ID 3.932.4253 (22.158%), María Teresa Valdés Covarrubias, Tax ID 4.431.346-4 (1.660%), Roberto Izquierdo Valdés, Tax ID 9.099.538-3 (12.697%), Francisco Rodrigo Izquierdo Valdés, Tax ID 9.099.540-5 (12.697%), Luis Eduardo Izquierdo Valdés, Tax ID 9.099.537-5 (12.697%), José Manuel Izquierdo Valdés, Tax ID 9.968.191-8 (12.697%), María Teresa Izquierdo Valdés, Tax ID 9.099.215-5 (12.697%), and María Josefina Izquierdo Valdés, Tax ID 9.099.218-K (12.697%). Grupo Izquierdo Menéndez a. Los Peumos S.A., whose ultimate controllers are Santiago Izquierdo Menéndez, Tax ID 5.742.959-3 and Bárbara Larraín Riesco Tax ID 6.448.657-8 with 97.04% and 2.96% direct and indirect shares of the company’s capital, respectively. b. Inmobiliaria Santoña Ltda., whose ultimate controllers are Vicente Izquierdo Menéndez, Tax ID 5.741.891-5, and María Virginia Taboada Bittner, Tax ID 6.834.545-6, with 93.02% and 6.98% direct shares of the company’s capital, respectively. c. Inmobiliaria Escorial Ltda., whose ultimate controllers are Fernando Izquierdo Menéndez, Tax ID 3.567.4888 and Ida Ester Etchebarne Jaime, Tax ID 5.418.932-K with 59.7640% and 39.2460% shares of the company’s capital, respectively. d. Inversiones El Manzano Ltda., whose ultimate controllers are Diego Izquierdo Menéndez, Tax ID 3.932.428-8 (95.48%), María Isabel Reyes, Tax ID 5.748.650-3 (3.58%), Diego José Izquierdo Reyes, Tax ID 17.402.993-8 (0.23%), Pablo José Izquierdo Reyes, Tax ID 17.402.994-6 (0.23%), María Isabel Izquierdo Reyes, Tax ID 18.018.196-2 (0.23%) and María Alejandra Izquierdo Reyes, Tax ID 18.636.111-3 (0.23%). e. Andacollo de Inversiones Ltda., whose ultimate controllers are Gonzalo Izquierdo Menéndez, Tax ID 3.567.4845, and Luz María Irarrázaval Videla, Tax ID 5.310.548-3, with 99.99% and 0.01% direct shares of the company’s capital, respectively. f. Santo Domingo de Inversiones S.A., whose ultimate controllers are Rosario Izquierdo Menéndez, Tax ID 5.548.438-4, and Santiago Izquierdo Menéndez, Tax ID Annual Report 2014 - For Translation Purposes Only 8 h. Santa Rosario de Inversiones Ltda., whose ultimate controllers are Rosario Izquierdo Menéndez, Tax ID 5.548.438-4 and Santiago Izquierdo Menéndez Tax ID 5.742.959-3 with 99.79% and 0.21% direct shares of the company’s capital, respectively. i. Inversiones La Estancia Ltda., whose ultimate controller is María del Carmen Izquierdo Menéndez, Tax ID 5.548.409-0 with a 99.99% of the company’s capital. j. Inversiones Los Ciervos Ltda., whose ultimate controller is Diego Izquierdo Menéndez, Tax ID 3.932.428-8 with a 99% share and María Isabel Reyes, Tax ID 5.748.650-3 with a 1% share of the company’s capital. k. Inmobiliaria Estoril II S.A., 100% controlled by Inmobiliaria Estoril I S.A., whose ultimate controller is the Izquierdo Menéndez family, of which the following members maintain equal percentages: Matías Izquierdo Menéndez, Tax ID 3.674.298-7, Vicente Izquierdo Menéndez, Tax ID 5.741.891-5, Santiago Izquierdo Menéndez, Tax ID 5.742.959-3, Roberto Izquierdo Menéndez, Tax ID 3.932.425-3, Gonzalo Izquierdo Menéndez, Tax ID 3.567.484-5, Fernando Izquierdo Menéndez, Tax ID 3.567.488-8,Diego Izquierdo Menéndez,Tax ID 3.932.428-8, Rosario Izquierdo Menéndez, Tax ID 5.548.438-4, Gracia Izquierdo Menéndez, Tax ID 5.742.317-K, Alejandra Izquierdo Menéndez, Tax ID 5.020.827-3, Carmen Izquierdo Menéndez, Tax ID 5.548.409-0. l. Comercial Marchigue S.A., (now Inversiones Marchigue Ltda.), whose ultimate controller is Fernando Izquierdo Menéndez, Tax ID 3.567.488-8 (57.1295%), Ida Ester Etchebarne Jaime, Tax ID 5.418.932-K (7.0248%), Fernando Jose Izquierdo Etchebarne, Tax ID 9.156.8276 (7.1692%), Juan Agustin Izquierdo Etchebarne, Tax ID 9.156.812-8 (7.1692%), Cristian Tomas Izquierdo Etchebarne, Tax ID 15.642.698-9 (7.1692%), Francisco Izquierdo Etchebarne, Tax ID 12.027.838-K (7.1692%), Maria de los Angeles Izquierdo Etchebarne, Tax ID 12.027.835-5 (7.1692%). m.Los Boldos S.A., whose ultimate controllers are Rosario Izquierdo Menéndez, Tax ID 5.548.438-4, and Santiago Izquierdo Menéndez Tax ID 5.742.959-3 with 99.77% and 0.23% direct and indirect shares of the company’s capital, respectively. Izquierdo González, Tax ID 10.184.749-7 (5.05233%), Sofía Izquierdo González, Tax ID 7.054.293-5 (5.62100%), Matías Izquierdo González, Tax ID 7.636.577-6 (3.48437%), Paula Izquierdo González, Tax ID 7.054.289-7 (5.05233%), Nicolás Izquierdo González, Tax ID 10.367.413-1 (5.61370%), Pedro Izquierdo González, Tax ID 10.364.156-K (5.59346%), Lucía Izquierdo González, Tax ID 13.436.321-5 (5.61370%), Francisca Izquierdo González, Tax ID 7.054.292-7 (5.60247%), Julio Izquierdo González, Tax ID 13.881.971-K (5.61370%), Rosario Izquierdo González, Tax ID 18.465.113-0 (1.02067%), María del Pilar Izquierdo González, Tax ID 13.233.182-0 (5.61370%). o. Andaluza de Inversiones II S.A., whose ultimate controller is María Alejandra Izquierdo Menéndez, Tax ID 5.020.827-3, with a 99.99% share of the company’s capital. s. Sociedad Colectiva Inversiones Los Ceibos, whose ultimate controllers with direct shares in the company’s capital are Santiago Izquierdo Menéndez, Tax ID 5.742.959-3 (24.164447%), Bárbara Larraín Riesco Tax ID 6.448.657-8 (3.276344%), Santiago Izquierdo Larraín, Tax ID 16.365.276-5 (12.0932015%), Martín Izquierdo Larraín, Tax ID 16.611.594-9 (12.0932015%), Benjamín Izquierdo Larraín, Tax ID 17.406.081-9 (12.0932015%), Bárbara Izquierdo Larraín, Tax ID 18.020.351-6 (12.0932015%), Gracia Izquierdo Larraín, Tax ID 18.641.299-0 (12.0932015%), Lucas Izquierdo Larraín, Tax ID 19.893.205-1 (12.0932015%). p. Inversiones La Estancia II S.A., whose ultimate controller is María del Carmen Izquierdo Menéndez, Tax ID 5.548.409-0, with a 99.99% share of the company’s capital. This company was taken over by Inversiones La Estancia Ltda. t. Cerro Colorado de Inversiones Ltda., whose ultimate controllers with direct shares in the company’s capital are Gonzalo Izquierdo Menéndez, Tax ID 3.567.4845 (99.5%), and Luz María Irarrázaval Videla, Tax ID 5.310.548-3 (0.50%). q. La Esperanza S.A., whose ultimate controller is Gracia Inés Izquierdo Menéndez, Tax ID 5.742.317-K, with a 99.99% share of the company’s capital. Grupo Gianoli n. Inversiones El Manzano II S.A., whose ultimate controllers are Diego Izquierdo Menéndez, Tax ID 3.932.428-8 and María Isabel Reyes, Tax ID 5.748.650-3, with 99% and 1% shares of the company’s capital, respectively. r. Inmobiliaria e Inversiones Santa Sofía Ltda., whose ultimate controllers with direct shares in the company’s capital are Matías Izquierdo Menéndez, Tax ID 3.674.2984 (26.97000%), María de la Luz Gonzalez del Valle, Tax ID 4.469.967-2 (5,65100%), María del Carmen Izquierdo Menéndez, Tax ID 5.548.409-0 (0.01123%), Jimena Izquierdo González, Tax ID 10.184.748-9 (1.02067%), María Cecilia a. Inversiones Green Ltda., whose ultimate indirect controller is Foundation G&D (Geneva, Switzerland) with 90% of the company’s capital. b. Las Bardenas Chile S.A., whose ultimate indirect controller is the heir of Sergio Pedro Gianoli Gainza, Uruguayan Tax ID 1.088.599-5, with 100% of the company’s capital. 9 Annual Report 2014 - For Translation Purposes Only Company Structure PARENT ENTEL CHILE S.A. 100.000% ENTEL INVERSIONES S.A. HOLDING 99.990% ENTEL INTERNACIONAL BVI CORP. 0.010% 100.000% 99.999% ENTEL PCS TELECOMUNICACIONES S.A. 99.990% SOCIEDAD DE RADIOTELECOMUNICACIONES INSTA BEEP LTDA. 0.001% 10.000% ENTEL CALL CENTER S.A. EUSA WHOLESALE INC. 90.000% 99.900% 50.000% 0.100% ENTEL SERVICIOS DE CONTACT CENTER S.A. 8.580% ENTEL SERVICIOS TELEFÓNICOS S.A. 99.000% 1.000% BUENAVENTURA S.A. 10.000% ENTEL PERÚ S. A. 90.000% 53.433% AMERICATEL PERÚ S. A. 46.567% 99.997% SERVICIOS DE CALL CENTER DEL PERÚ S.A. 0.003% 91.420% 0.010% MICARRIER TELECOMUNICACIONES S.A. 99.990% 0.25% ENTEL SERVICIOS EMPRESARIALES S.A. 99.75% 1.000% ENTEL TELEFONÍA LOCAL S.A. 99.000% OPERATING COMPANIES ENTEL COMERCIAL S.A. 0.010% 99.999% 0.001% TRANSAM COMUNICACIONES S.A. 99.886% 0.114% Companies in Chile Annual Report 2014 - For Translation Purposes Only 10 WILL S.A. International Companies Dividend Policy The board’s intended dividend payments are always subject to the results and investment requirements set out in the forecasts made regularly by the company. The dividend policy, approved by the Board of Directors and communicated at the Ordinary General Meeting of Shareholders on April 25, 2013, is detailed below. The policies for determining the liquid distributable profit and the handling of adjustments for the initial application of IFRS for the 2014 financial year are maintained as follows: Dividend Policy a.As policy for determining the liquid distributable profit for the financial year, it was agreed to consider the net effect, taking into account positive and negative variations caused by changes in the fair value of assets and liabilities. In accordance with the regulations of the Chilean Securities and Insurance Supervisor, the board of directors must approve the company’s dividend policy for future years. For 2014 and subsequent years the board provisionally intends to maintain the new dividend policy communicated at the General Meeting of Ordinary Shareholders for 2013 based on the distribution of up to 50% of distributable profits for the year and, where applicable, the capitalization of part of the profits accrued at the end of each period. It is proposed to pay the resulting dividend on or before May 31 of the corresponding year. With respect to annual interim dividends, an interim dividend based on the company’s performance during the first three quarters of the year will be paid in the final quarter of 2014. This policy will be analyzed going forward with a view to making it permanent in line with the return to a stable investment plan for organic growth. In determining the percentage of profits and the dates on which proposed final dividends will be paid, the company seeks to ensure financial stability while adhering to the established distribution policy. Specific attention has been paid to safeguards for debt, liquidity, and budget financing, and any possible covenants that may arise from public supply contracts and credit agreements entered into by the company. If the net effect is positive (a profit), this will be deducted from the financial profit to calculate the liquid distributable profit. If the effect is negative (a loss), this will not be added to the distributable liquid profit. It is expressly stated that this policy applies to adjustments for the purpose of derivative contracts. At the time of writing, the company has no recorded assets or liabilities subject to adjustment to market values under IFRS. b.As policy for handling adjustments for the first-time adoption of IFRS, losses incurred for the first-time adoption of IFRS will be managed in an equity account. As such, it has been decided not to absorb them by decreasing paid-in capital. However, a decision may be taken to absorb this balance by allocating it against profits in future years. It is also expressly stated that this policy was communicated to the Chilean Superintendency of Securities and Insurance in a timely manner and that it was covered at the 2013 meeting in line with the provisions of Circular No. 1945 of the Superintendency. 11 Annual Report 2014 - For Translation Purposes Only The policy will continue to hold for future financial years in the manner described above. Investment Policy Dividend Payment Procedure Upon the written request of any shareholder, dividends will be deposited in the shareholder’s current or savings account on the date established for payment. To exercise this right, shareholders must communicate the name of the bank, the branch or office, and the number of an account in their name. The request will be actioned within 24 hours of receipt of the corresponding communication by the company and this payment method will prevail until such time as it receives written instruction to the contrary. Shareholders may also request the dividend to be paid via a check made out in their name and dispatched by recorded post. Any such request must be communicated at least 24 hours before the cut-off for the register. The company will provide shareholders with forms, available upon request, to allow them to choose one of the established payment methods. For shareholders that have not selected one of the aforementioned payment methods, dividends will be paid at a bank in Chile’s Metropolitan Region, as determined by the company, or at the address indicated in the notification referred to below. Dividends that have not been collected within 60 days of the payment date, will be available at the offices of the company responsible for the shareholder register. Shareholders wishing to collect their dividends from a commercial bank or the company’s designated offices must do so in person or via a legally authorized representative with the appropriate powers, as granted by public deed or a private instrument legalized by a public notary. For the latter, either the original document or a duly legalized photocopy must be left with the company. The payment of dividends will be publicly communicated in a timely manner in the national newspaper established at the general shareholders meeting. Annual Report 2014 - For Translation Purposes Only 12 In terms of investments, the company aims to obtain an adequate return on its assets through the study, construction and operation of telecommunications systems and information technology, complemented by the provision of a wide range of related services both in Chile and abroad. To comply with this objective, the company makes investments in a wide range of technologies and platforms for the sale, provision and development of new services for customers, as well as making investments to meet the growing demand for connectivity related to new services, technologies, markets and user needs. The company also undertakes projects to maintain a level of technical and economic efficiency, and suitable levels of maintenance for its facilities, making financial optimal decisions to allow the required evolution of infrastructure, networks, platforms and systems. Consequently, the company seeks to ensure its investments have a stable rate of return over time, in line with their risk and technological obsolescence, and that this is at least equal to the capital cost of their financing structure. In 2014, in line with Entel’s investment and finance budgets, annual investment in fixed assets not exceeding the debt ratio permitted by the financing policy was authorized to finance various company projects both in Chile and abroad. In line with the rules approved at the Ordinary General Meeting of Shareholders, the Board of Directors must provide details of specific investments to be made by the company in companies, works, and studies. These values will primarily depend on the development of programs that will materialize during the calendar year, and which will mature in this or subsequent periods. The company will be authorized to make contributions to subsidiaries and affiliates within the scope of this policy. To maximize yields from cash surpluses, the company will invest in financial assets and market securities in line with its portfolio selection and diversification criteria. These criteria will take into consideration factors such as liquidity, security and profitability. Finance Policy The company’s finance policy is based on the following resources: >>Own resources >>Resources derived from increases to capital stock by issuing and placing shares >>Supplier credit >>Loans from banks and financial institutions >>Deferred customs duties >>Issuing public and private bonds >>Leasing and leaseback operations. Distributable Profits The consolidated comprehensive income statements for the 2014 financial year show a profit of CLP 56,470,502,427. To determine the liquid distributable profit used for calculating the minimum compulsory and supplementary dividend, the company has established a policy of deducting profits originating from the adjustment of assets and liabilities from income until they are realized. As of December 31, 2014, CLP 2,354,417,873 should be deducted. Consequently, the liquid distributable profit for the 2014 financial year is CLP 54,116,084,554. An interim dividend of CLP 80 per share, equivalent to a total of CLP 18,921,895,600 was allocated against these profits, payable on December 11, 2014. This dividend was agreed at the meeting of the company’s Board of Directors on November 3, 2014 and represents 34.97% of the liquid distributable profits for the year. Profits are not subject to any other deductions for the purposes of distribution. The policy establishes a maximum level of debt based on the higher of: (financial debt – cash) / (equity + non-controlling shares) = 1.5 or (financial debt – cash) / annualized EBITDA = 3.0. In calculating both indicators, financial debt is calculated discounting financial investments. This criterion for the maximum level of debt is justified on the grounds of allowing the development of new telecommunications projects both in Chile and abroad to permit increased flexibility in financial management during the maturation and consolidation of the profitability of new business activities. It should be noted that the management of the company cannot agree to specific dividend restrictions with creditors or make guarantees of any kind to third parties or other companies or enterprises other than subsidiaries or associates. Additionally, all assets held by the company for operating national and international public service contracts held by Entel and essential for the provision of these services are classified as essential to the company’s operations. However, these assets, may be changed or replaced if they become technically or financially obsolete. They may also be transferred in the event they are no longer required for the provision of the services in question. 13 Annual Report 2014 - For Translation Purposes Only Dividend per Share Stock Market Presence Year Nominal dividend (CLP) 1997 55.67 1998 20.00 1999 10.00 2000 40.00 2001 40.00 2002 43.38 2003 65.00 2004 90.00 2005 895.00 2006 290.00 2007 338.00 2008 443.00 2009 443.00 2010 450.00 2011 595.00 2012 555.00 2013 375.00 2014 230.00 The stock market presence of Entel S.A. in 2014 was 100%, calculated in line with General Regulation No. 327 of the Chilean Superintendency of Securities and Insurance, dated January 17, 2012. This includes transactions carried out on the Santiago Stock Exchange, the Chilean Electronic Stock Exchange and the Valparaíso Stock Exchange. Summary of Transactions Santiago Stock Exchange Quantity traded Chilean Electronic Stock Exchange Value Average traded price (CLP) (CLP) Quantity Value traded traded (CLP) Valparaíso Stock Exchange Average price (CLP) Quantity Value traded traded (CLP) Average price (CLP) Q1 2012 30,083,534 284,508,198,543 9,457 2,651,155 24,850,937,610 9,374 4,680 44,523,846 9,514 Q2 2012 15,299,709 144,484,659,288 9,444 1,397,581 13,187,185,309 9,436 11,535 110,450,390 9,575 Q3 2012 12,285,955 116,697,441,625 9,498 441,723 4,201,744,447 9,512 7,196 69,718,926 9,689 Q4 2012 13,166,422 130,101,687,139 9,881 821,940 8,119,113,250 9,878 17,622 175,608,669 9,965 Q1 2013 22,313,687 223,601,236,415 10,021 1,131,360 11,288,033,869 9,977 49,010 486,620,644 9,929 Q2 2013 34,951,372 314,690,281,444 9,004 2,061,355 18,655,086,991 9,050 25,998 235,413,320 9,055 Q3 2013 16,607,457 142,090,532,000 8,556 1,398,543 11,879,159,875 8,494 11,076 98,038,162 8,851 Q4 2013 19,356,752 146,888,814,473 7,589 1,194,787 9,138,278,112 7,648 No transactions Q1 2014 20,104,895 133,989,947,568 6,665 1,247,308 8,137,996,305 6,524 No transactions Q2 2014 15,717,927 109,057,830,354 6,938 1,022,860 7,042,012,256 6,885 No transactions Q3 2014 13,976,793 95,885,191,220 6,860 347,782 2,400,846,416 6,903 Q4 2014 14,173,579 91,975,352,811 6,489 430,492 2,770,234,982 6,435 228,038,082 1,933,971,172,880 8,481 14,146,886 121,670,629,422 8,601 Totals Annual Report 2014 - For Translation Purposes Only 14 120 828,000 6,900 No transactions 127,237 1,221,201,957 9,598 Share Transactions In line with the instructions in General Regulation No. 269 of the Chilean Superintendency of Securities and Insurance, it is expressly stated that in 2014, according to company records, the following share transactions were executed by shareholders with relationships with the company. Name or company name Maria Magdalena Larraín Matte y Cia Ltda Relationship Shared director Transaction Transaction date type 02/06/2014 Financial investment Method Buy No. shares Stock market Unit price 20,000 Value Value traded traded 6,150 123,000,000 Financial Activities During the year, the company actively participated in the national and international capital markets with the issue of longterm bonds. In July, Entel issued bonds on the local market with a value of UF 7 million and a term of 21 years, which will mature on May 30, 2035. The bond issue, which was subject to high demand, largely from institutional investors, was one of the largest ever on the Chilean market. The final rate of the bond was UF + 3.50%. The main financial covenants for these bonds are that interest coverage must be kept above a factor of 2.5 and financial debt must be kept below a factor of 4.0. The resources obtained from the bonds were used in their totality to refinance existing debts on the local market and for the partial prepayment of an international bank loan signed in September 2012 by Entel. The bond was classified as AA by local ratings agencies. cies and at foreign interest rates based on fixed rates in nominal values (CLP) or indexed inflation (Unidad de Fomento). July also saw the company place a second 144A bond on the international market, this time with a value of USD 800 million, a tenor of 12 years and maturity due in 2026. This bond, which was classified as investment-grade by three international rating agencies, achieved an annual rate of 4.75%. The resources raised by the bond have mainly been used for the company’s development plan in Peru. The operations of Entel Perú are corporately funded by the parent company in Chile through inter-company loans at a market rate. At the end of the year, the debt of the subsidiary with the parent company was USD 495 million. The company has cross currency swap contracts in line with the payment profile of the new international bond to provide effective coverage of all debt denominated in foreign curren- In addition to these contracts, the company has continued to hold USD forward contracts to cover the totality of liabilities in foreign currencies. These contracts completely hedge the impacts of fluctuations in exchange rates on the company’s balance sheets. At the end of the year, the total value of cross currency swap operations was USD 1,625 million and the total value of forward contracts was USD 509 million for Chilean pesos and USD million 198 for Peruvian soles. Both foreign currency cash surpluses and the aforementioned derivative instruments are used to continuously compensate exchange rate fluctuations in the liabilities of the company and its subsidiaries. In 2014, the company used an average of USD 95 million in short term credit lines with Chilean banks, which were mainly used prior to bond issues in July before being fully paid off. In addition to the use of the aforementioned funds, the company was involved in connectivity and telecommunications 15 Annual Report 2014 - For Translation Purposes Only projects that required it to provide major bank guarantees, the closing balance of which was approximately UF 3,413,954. The company currently has bond series and commercial papers filed in the Chilean Superintendency of Securities and Insurance, which were partially used in the local bond placement in July. In 2014, the company continued to manage the cash from Entel Perú applying and adapting the existing policies used by the parent company. In terms of the investment of cash surplus, in Chile and Peru the company prioritized investments focused on preserving the principals invested based on a policy with strict requirements for diversification in terms of the value, institution and terms. The securities used are issued by banking institutions with top credit ratings or agreements based on documents issued by the Chilean Central Bank. Risk Factors Main risks factors for the telecom industry Risk Description Impact Management Technological evolution Evolution in telecommunications technology mean the company must continuously review its investment projects to ensure they are suitable for its aim of meeting the connectivity needs of markets. These changes occur both as a result of changes in patterns of demand and the development of new forms of connectivity. The periods of obsolescence of investments in new technology may be less than initially estimated when the investment is made, meaning initial estimates of expected profitability may not be met. The risk of technological evolution is inherent to all the markets in which Entel operates. A key element of the company’s competitiveness is in remaining at the cutting edge of the development of technology while actively managing technological risk. Regulatory Telecommunications services in Chile are governed by the General Telecommunications Act and its supporting regulations. The legislation establishes the general principle of free competition with concessions awarded based on pre-established, objective standards and without restrictions in terms of quantity, service type and geographic location. New sector regulations can create opportunities and risks in the company’s commercial activities and can also affect the rollout of infrastructure and levels of competition in the market. Actively participating in legislative and regulatory debate in the sector via the relevant forums allows Entel to anticipate changes, minimizing risk and creating opportunities that allow it to maintain its position in the various markets in which it is present. Annual Report 2014 - For Translation Purposes Only 16 Risks inherent to Entel’s activities Risk Description Impact Management Exchange rates The company’s liabilities are largely denominated in foreign currency as a result of bank loans and bonds issued on international debt markets. Furthermore, a proportion of Entel’s suppliers generate obligations for foreign currency payments. The company is also exposed to daily fluctuations in the value of liabilities as a result of changes in exchange rates, with the respective economic impact on the financial statements. To cover these volatilities, Entel has short- and long-term contracts in foreign currency assets (hedge derivatives) to protect against such variations and guard against the risk of exchange rate fluctuations. Interest rate In general, there is a positive correlation between the company’s business activities, the economic cycle and interest rates, which creates a natural hedge for cash flows and financial expenditure. However, in a certain period of time, this may lose it. The potential fluctuation of finance costs is covered by an interest rate hedge policy, which aims to cover the company’s finance costs to allow the adequate performance of the business over time and ensure greater predictability and control of financial expenditure. To comply with the aforementioned objectives, interest rate insurance may be taken out by closing financial swap contracts (e.g. cross currency swaps and forwards) to reduce potential variability arising from interest on debts with variable interest rates (e.g. Libor, Tab, Cámara). To reduce this risk, Entel has policies to ensure the diversification of risk based on pre-established limits for the duration, percentage by institution, and the risk classifications of the institutions and instruments in which investments are made. Credit The credit risk from balances of accounts held with banks, financial instruments, negotiable securities and derivatives is managed by the finance department in line with the policies for maintaining the principal amount invested. Situations can occurs in the market where one of the counterparts , such as one in an investments, financial derivatives and cash, may be unable to fulfill their obligations. Risks related with accounts receivable originating from commercial business are covered by the accounts eceivable impairment policies in place. Entel can also anticipate the maturity of financial obligations by searching for an option on the market to provide funds in a timely manner in advanced. Liquidity To minimize risk, Entel’s liquidity policy is consistent with the adequate management of assets and liabilities, allowing the company to fully meet short- and medium-term payment commitments. The company may be affected by the failure to comply with the debt service. Customer billing is monitored on a daily basis to detect any relevant deviations that may exist with respect to the expected revenue flow. The company actively manages accounts payable with suppliers of consumables and services, allowing it to meet all its obligations in a timely manner while optimizing cash surpluses on a daily basis. Forecasts of cash flows are made on a periodic basis, together with the analysis of the company’s balance sheet and the expectations of the capital market to provide Entel with flexible alternatives in the event of additional requirements for liquidity and cash availability. 17 Annual Report 2014 - For Translation Purposes Only Comparative Performance of Shares RELATIVE PERFORMANCE OF ENTEL SHARE PRICE VS IPSA (%) OVER THE LAST 24 MONTHS 110 100 90 80 70 60 50 M-13 J-13 S-13 D-13 M-14 J-14 S-14 D-14 ENTEL IPSA Comments from shareholders and the Directors Committee II. Parent Company – Approval of 2013 Annual Report, Dividend Distribution and Other Matters During the last financial year, the company received no requests with comments or proposals related to the course of its business to be included in this report. Summary of Material Events 2014 I. Parent Company – Invitation to General Meeting of Ordinary Shareholders Letter No. 5, dated April 8, 2014, communicated that at the board meeting on April 7, 2014, agreement was made to schedule the General Meeting of Ordinary Shareholders for April 29, 2014, to propose the distribution of the annual profits, with a dividend of CLP 300 per share, from which CLP 150 per share should be deducted for the interim dividend paid in December 2013. Annual Report 2014 - For Translation Purposes Only 18 Letter No. 7, dated April 29, 2014, communicated that at the General Meeting of Ordinary Shareholders held on the same date it was agreed to approve the Annual Report, Balance Sheet and Statement of Income for the 2013 financial year and pay a final dividend of CLP 300 per share, equivalent to 48.28% of net profits for the year. The sum of CLP 150 was paid in December 2013 as an interim dividend, leaving a dividend of CLP 150 per share, payable on May 28, 2014. The following were elected as company directors: Juan Hurtado Vicuña, Bernardo Matte Larraín, Luis Felipe Gazitúa Achondo, Richard Büchi Buc, Juan José Mac-Auliffe Granello, Juan Bilbao Hormaeche, Andrés Echeverría Salas, Raúl Alcaíno Lihn, and Alejandro Pérez Rodríguez. The first eight directors were proposed by the controlling group and the last member is independent. The remuneration of directors and the Directors Committee formed at the previous General Meeting of Ordinary Shareholders were maintained. Similarly, the annual budget for the committee was set, the appointment of KPMG as external auditors was approved, the appointed and reserve accounts inspectors were retained, Fitch Ratings and ICR (International Credit Rating) were appointed as the risk ratings agencies, El Mercurio de Santiago was retained as the official newspaper for the publication of company notices, related operations were communicated, and the investment and finance policy was approved. The resources raised will mainly be used for the early payment of debt and to finance the company’s investment plan. III. Parent Company – Other VI. Parent Company – Distribution of profits Letter No. 9, dated May 5, 2014, communicated that at the board meeting held on the same date, Empresa Nacional de Telecomunicaciones S.A. appointed Juan Hurtado Vicuña as Chairman and Luis Felipe Gazitúa Achondo as Vice Chairman. The Directors Committee, comprising Alejandro Pérez Rodríguez, Luis Felipe Gazitúa Achondo and Richard Büchi Buc, was formed in line with Article 50 of the Corporations Act. Letter No. 16, dated November 4, 2014, communicated as a material event that the board of Empresa Nacional de Telecomunicaciones S.A. agreed to pay a provisional dividend of CLP 80 per share, payable on December 11, 2014, and allocated against profits up to the third quarter of the year. IV. Parent Company – Issuing of Securities on International and National Markets A letter dated July 10, 2014, communicated as a material event that the company had placed bonds on the national market for a total value of UF 7 million. The bonds, whose denomination corresponds to series M, were issued against the series of bonds registered in the Register of Securities of the Chilean Superintendency of Securities and Insurance (No. 675) on August 24, 2011, modified in line with the annotation dated June 30, 2014. This makes the total payment for the provisional dividend CLP 18,921,896, which represents 29.46% of profits as of the third quarter of 2014. VII. Parent Company – Management Changes Letter No. 17, dated December 23, 2014, communicated as a material event the resignation of Juan Bilbao Hormaeche from the board of directors from this date. In line with the company by-laws, the board will appoint his replacement at its next meeting, and this replacement will assume his responsibilities until the next General Meeting of Ordinary Shareholders, when the Board of Directors will be re-elected. The bonds have an annual coupon rate of 3.50%, payable every six months from November 30, 2014, for a period of 21 years until full maturity. The issue achieved a rate of 3.53% and was classified as AA- by Fitch Ratings and AA+ by ICR. The funding raised will be used to refinance liabilities. The placement did not have significant effects on the Statements of Income. V. Parent Company – Issuing of Securities on International and National Markets Letter No. 14, dated July 17, 2014, communicated the issue of bonds on the international market for a total value of USD 800 million as a material event. The bonds were issued in USD with a term of 11.5 years and a rate of 4.78%. The bonds were issued after an international roadshow that took place in the cities of Los Angeles, Chicago, Boston and New York in the United States, and London in the United Kingdom. The placement was classified as Baa2 by Moody’s, BBB by S&P and BBB+ by Fitch Ratings. 19 Annual Report 2014 - For Translation Purposes Only Insurance commitments Entel has insurance contracts for all its companies to cover events that might potentially affect its assets, equity and cash flow by causing losses or reductions in value. In addition to taking out insurance, a continuous risk-mitigation policy is implemented by investment in infrastructure and procedures to support this mitigation. In 2014, the company has focused on the use of corporate insurance tenders to take advantage of opportunities offered by the insurance market for bulk volumes and the diversification of risks in the regional market. The contracts for the various insurance policies are based on a previously defined policy that places special emphasis on events with the potential to have a strong impact on the economic and financial position of the group and its relationships with third parties, the latter as a result of accidental damage by the activities of the various businesses. In addition to this, the strategy for contracting insurance policies aims to cover, insofar as possible, risks that might cause significant losses while excluding certain minor risks with negligible financial impact in order to balance low premium costs with high coverage. The company is continuously seeking to ensure the best conditions in terms of coverage and premium costs in the insurance market. Over the last year, the limits of certain types of coverage have increased in line with a more demanding environment in terms of coverage and claims. The main policies in Entel’s insurance program are: a.Physical risks to assets and losses caused by stoppages – Covers all risks to all assets owned by the group companies and the loss of net income from potential stoppages caused by accidents. Annual Report 2014 - For Translation Purposes Only 20 b.Public liability – Covers group companies against potential pecuniary demands for damage caused to third parties or their assets while carrying out business activities at their facilities, in public areas or on third-party premises. c.Directors and officers liability (D&O) – Protects directors and executives of group companies from claims that may be made against them by third parties to compensate for losses of equity by the latter as a result of decisions made by the former. d.Professional public liability – Protects the company’s assets against claims from customers that may be affected by errors or omissions in the provision of contracted services covered by this policy. Insurance coverage with a second period of validity in 2014. e.International transport – Protects against any damage to equipment and material imported by land, sea and air. f. Credit – Protects against net losses or deteriorations in Entel’s net equity as a result of third parties failing to meet obligations in funds originating from credit sales. g.Miscellaneous – Insurance for vehicles, mobile handsets, travel, personal accidents, health and life insurance for company staff, cabotage, etc. h.Insurance program for contractors – Provides public liability and personal accident coverage for contractors and subcontractors of group companies to protect the assets of contractors and their workers. During the last year, and as a result of fixed-mobile integration, the number of insured contractors and the values insured has significantly increased with respect to 2011. Suppliers Entel’s main suppliers are Apple, Ericsson, Sony, Samsung, TCT Mobile, Cisco Systems, Raylex Diginet, Sotraser and Huawei. Full details of Entel’s purchasing policy can be found in its Code of Ethics. The policy is based on ensuring relationships with suppliers are governed by the principles of transparency, integrity, honesty and mutual benefit. The choice of a supplier is based on merit and ability, in line with the quality and cost of a product or service. Similarly, all potential suppliers have identical access to information to allow them to prepare quotes. All qualified companies that wish to initiate commercial relationships with Entel are given equal opportunities. Tenders are analyzed and awarded based on objective procedures. The activities of workers must avoid any situation that could give rise to a conflict of interest or represent misconduct. 21 Annual Report 2014 - For Translation Purposes Only Annual Report 2014 - For Translation Purposes Only 22 Declaration of Responsibility Report Signatories and Sworn Declaration of Truth In compliance with General Regulation No. 30, dated November 10, 1989, and General Regulation No. 283, dated November 5, 2010, both issued by the Chilean Superintendency of Securities and Insurance, this Report is signed by the absolute majority of the members of the Board of Directors and the CEO of Empresa Nacional de Telecomunicaciones S.A., who declare under oath to be responsible for the truth of the information provided in this Annual Report for 2014. Juan José Hurtado Vicuña Chairman Tax ID: 5.715.251-6 Luis Felipe Gazitúa Achondo Vice Chairman Tax ID 6.069.087-1 Raúl Alcaíno Lihn Director Tax ID 6.067.858-8 Richard Büchi Buc Director Tax ID: 6.149.585-1 Andrés Echeverría Salas Director Tax ID 9.669.081-9 Juan José Mac-Auliffe Granello Director Tax ID 5.543.624-K Bernardo Matte Larraín Director Tax ID 6.598.728-7 Alejandro Pérez Rodríguez Director Tax ID 5.169.389-2 Antonio Büchi Buc CEO Tax ID Tax ID 9.989.661-2 23 Annual Report 2014 -23 For Translation Annual Purposes Report 2014 Only 2. CONSOL IDATED FINANCIAL STATE MENTS Annual Report 2014 - For Translation Purposes Only 26 27 Annual Report 2014 - For Translation Purposes Only _ Estados Financieros Consolidados EMPRESA NACIONAL DE TELECOMUNICACIONES S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION December 31, 2014 and 2013 31.12.2014 31.12.2013 Note ThCh$ ThCh$ Cash and cash equivalents 5 378,919,376 19,250,402 Other current financial assets 6 13,146,216 15,429,775 Other current non-financial assets 7 28,790,192 20,280,834 Trade and other receivables 8 300,591,179 326,740,821 Trade receivables due from related parties 9 492,035 521,772 Inventories 10 107,121,667 150,457,167 Current tax assets 11 52,380,158 35,604,158 881,440,823 568,284,929 ACTIVOS CURRENT ASSETS Total Current Assets NON-CURRENT ASSETS Other non-current financial assets 6 108,727,551 4,727,636 Other non-current non-financial assets 7 2,992,605 3,957,527 Non-current fees receivables 8 5,467,969 5,593,517 Intangible assets 12 136,924,227 133,035,056 Goodwill 13 47,193,868 47,095,064 Property, plant and equipment 14 1,614,978,515 1,334,268,920 Deferred tax assets 15 238,069,845 159,987,349 Total Non-Current Assets 2,154,354,580 1,688,665,069 Total Assets 3,035,795,403 2,256,949,998 The accompanying notes from 1 to 36 are an integral part of these Consolidated Financial Statements Annual Report 2014 - For Translation Purposes Only 28 EMPRESA NACIONAL DE TELECOMUNICACIONES S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION December 31, 2014 and 2013 LIABILITIES AND EQUITY Note 31.12.2014 31.12.2013 ThCh$ ThCh$ CURRENT LIABILITIES Other current financial liabilities 16 20,772,473 27,243,106 Trade and other payables 17 529,009,412 466,529,349 Other provisions 18 180,492 153,974 Current tax liabilities 11 12,866,595 1,346,165 Other current non-financial liabilities 19 TOTAL CURRENT LIABILITIES 23,557,801 19,997,766 586,386,773 515,270,360 NON-CURRENT LIABILITIES Other non-current financial liabilities 16 1,434,258,466 813,151,112 Other long-term provisions 18 19,596,432 13,370,970 Deferred tax liabilities 15 19,989,741 19,859,855 Non-current provisions for employee benefits 20 10,226,233 7,862,489 Other non-current non-financial liabilities 19 8,992,896 6,350,100 1,493,063,768 860,594,526 Share capital 522,667,566 522,667,566 Retained earnings 435,949,779 415,404,634 (2,272,483) (56,987,088) 956,344,862 881,085,112 TOTAL PASIVOS NO CORRIENTES EQUITY 21 Other reserves Equity attributable to owners of the parent Non-controlling interests TOTAL EQUITY TOTAL LIABILITIES AND EQUITY - - 956,344,862 881,085,112 3,035,795,403 2,256,949,998 The accompanying notes from 1 to 36 are an integral part of these Consolidated Financial Statements 29 Annual Report 2014 - For Translation Purposes Only EMPRESA NACIONAL DE TELECOMUNICACIONES S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION years ended December 31, 2014 and 2013 STATEMENT OF INCOME Note 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 1,643,267,385 1,628,375,505 Revenue 23 Other income 23 18,802,748 13,120,675 Employee benefit expenses 20 (222,224,875) (172,318,252) (239,635,274) (245,165,943) (55,250,343) (52,271,691) (1,024,171,930) (956,136,841) 5,981,586 2,433,477 126,769,297 218,036,930 Depreciation and amortization expenses Impairment losses (reversals), Net Other expenses 23 Other gains (losses) Profit from operating activities Finance income 23 10,818,705 1,946,886 Finance expenses 23 (55,252,785) (20,838,218) Foreign currency translation differences 25 (11,243,068) (21,078,202) Results from inflation-adjusted units 25 (22,635,632) (1,150,441) 48,456,517 176,916,955 8,013,985 (29,951,701) 56,470,502 146,965,254 Profit before tax Income tax (expenses) 15 Profit from continuing operations Profit from discontinued operations - - Profit for the period 56,470,502 146,965,254 Profit (loss) attributable to 56,470,502 146,965,254 - - 56,470,502 146,965,254 238,75 621,36 - - 238,75 621,36 Owners of the parent Non-controlling interest Profit for the period Earning per basic share Earning per basic share from continuing operations Earning per basic share from discontinued operations Earning basic share The accompanying notes from 1 to 36 are an integral part of these Consolidated Financial Statements Annual Report 2014 - For Translation Purposes Only 30 EMPRESA NACIONAL DE TELECOMUNICACIONES S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION years ended December 31, 2014 and 2013 STATEMENT OF COMPREHENSIVE INCOME Profit for the year 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 56,470,502 146,965,254 (1,294,476) (207,588) Components of Other Comprehensive Income that will not be reclassified to profit or loss , Before tax Actuarial gains (losses) for defined benefit plan Components of Other Comprehensive Income that will be reclassified to profit or loss, Before tax Foreign currency translation gain 24,763,213 6,455,972 Cash flow hedge gain (loss) 39,090,921 (3,647,492) 364,040 41,517 Income Tax related to Components of Other Comprehensive Income that will not be reclassified to profit or loss Income tax related to defined benefit plans Income Tax related to Components of Other Comprehensive Income that will be reclassified to profit or loss Income tax related to cash flow hedges (8,209,093) 68,654 Other Comprehensive Income 54,714,605 2,711,063 111,185,107 149,676,317 111,185,107 149,676,317 Comprehensive Income Comprehensive Income Attributable to Owners of the parent Non-controlling interest - - Comprehensive income 111,185,107 149,676,317 The accompanying notes from 1 to 36 are an integral part of these Consolidated Financial Statements 31 Annual Report 2014 - For Translation Purposes Only EMPRESA NACIONAL DE TELECOMUNICACIONES S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY December 31, 2014 and 2013 Other reserve Share capital Balance at January 1, 2014 Personnel benefits reserve Translation Hedging Other Retained reserve reserve reserve earnings Equity attributable to owners of the Parent Non-controlling Total interest equity ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 522,667,566 (166,071) 7,248,085 (3,304,221) (60,764,881) 415,404,634 881,085,112 - 881,085,112 Comprehensive income Profit for the period - - - - - 56,470,502 56,470,502 - 56,470,502 Other comprehensive income - (930,436) 24,763,213 30,881,828 - - 54,714,605 - 54,714,605 Comprehensive income - - - - - - 111,185,107 - 111,185,107 Dividends - - - - - (45,789,428) (45,789,428) - (45,789,428) Increase (decrease) for transfers and other changes - - - - - 9,864,071 9,864,071 - 9,864,071 - (930,436) 24,763,213 30,881,828 - 20,545,145 75,259,750 - 75,259,750 Balance at December 31, 2014 Total changes in equity 522,667,566 (1,096,507) 32,011,298 27,577,607 (60,764,881) 435,949,779 956,344,862 - 956,344,862 Balanace at January 1, 2013 522,667,566 - 792,113 274,617 (60,764,881) 351,037,106 814,006,521 - 814,006,521 Profit for the period - - - - - 146,965,254 146,965,254 - 146,965,254 Other comprehensive income - (166,071) 6,455,972 (3,578,838) - - 2,711,063 - 2,711,063 Comprehensive income - - - - - - 149,676,317 - 149,676,317 Dividends - - - - - (82,597,726) (82,597,726) - (82,597,726) Increase (decrease) for transfers and other changes - - - - - - - - - Comprehensive income Total changes in equity Balance at December 31, 2013 - (166,071) 6,455,972 (3,578,838) - 64,367,528 67,078,591 - 67,078,591 522,667,566 (166,071) 7,248,085 (3,304,221) (60,764,881) 415,404,634 881,085,112 - 881,085,112 The accompanying notes from 1 to 36 are an integral part of these Consolidated Financial Statements Annual Report 2014 - For Translation Purposes Only 32 EMPRESA NACIONAL DE TELECOMUNICACIONES S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS years ended December 31, 2014 and 2013 STATEMENT OF CASH FLOWS, DIRECT METHOD Cash receipts from customers Cash payments to suppliers Cash payments to and on behalf of employees Other cash payments for operating activities Interest received for operating interests 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 1,941,498,368 1,836,844,136 (1,126,295,714) (1,127,550,676) (216,667,820) (176,276,327) (89,048,386) (62,758,749) 1,508,798 2,208,272 Income tax paid (38,853,279) (72,144,614) Net cash from operating activities 472,141,967 400,322,042 - (194,459,679) Cash flows used to obtain control of subsidiaries Proceeds from the sale of property, plant and equipment Acquisition of property, plant and equipment Acquisitions of intangible assets Dividends received Interest received 10,135,787 9,409,047 (561,516,005) (463,305,729) (242,942) (47,756,005) 1,367 1,382 4,507,459 1,917,873 Government grants 863,574 294,840 Other cash inflows 4,143,045 1,310,321 (542,107,715) (692,587,950) Proceeds from long-term borrowings 621,015,320 783,337,036 Proceeds from short-term borrowings 279,667,148 316,785,361 (421,515,178) (727,020,585) Net cash used in investing activities Repayment of borrowings Payment of finance lease liabilities (2,837,334) (2,790,107) Dividends paid (55,101,610) (89,022,587) Interest paid (38,230,206) (12,252,973) Other cash inflows (outflows) 24,042,985 (19,522,563) Net cash used in financing activities 407,041,125 249,513,582 Net increase (decrease) in cash and cash equivalents 337,075,377 (42,752,326) 22,593,597 8,125,838 Effects of exchange rate fluctuations on cash held Cash and cash equivalents at January 1 Cash and cash equivalents at December 31 19,250,402 53,876,890 378,919,376 19,250,402 33 Annual Report 2014 - For Translation Purposes Only The accompanying notes from 1 to 36 are an integral part of these Consolidated Financial Statements _ Notes to the Consolidated Financial Statements EMPRESA NACIONAL DE TELECOMUNICACIONES S.A. AND SUBSIDIARIES 1. REPORTING ENTITY a) Entel Group Empresa Nacional de Telecomunicaciones S.A. (Taxpayer ID 92.580.000-7) is a company constituted and domiciled in Chile. The Company’s registered office is at Avenida Costanera Sur 2760, 22nd floor, Las Condes, Santiago, Chile. This Company is the Parent of the Entel Group companies included in these consolidated financial statements. The Company is an openly-held corporation, with an indefinite term, registered with the Chilean Superintendence of Securities and Insurance (SVS) under number 162 and, therefore, it is subject to the regulations of this Superintendence. Its shares are registered in the Securities Record and traded in the Chilean market. The controlling shareholder of Entel-Chile S.A. is Inversiones Altel Ltda. (Taxpayer ID 76.242.520-3), the owner of 54.76% of the Company’s current shares. 99.99% of Altel Ltda. is controlled by Almendral S.A. (Taxpayer ID 94.270.000-8). Almendral S.A. is controlled by a group of shareholders who signed a joint interest agreement on January 24, 2005. The agreement was signed by the groups Matte, Fernández León, Hurtado Vicuña, Consorcio, Izquierdo and Gianoli. The subsidiaries which financial statements are included in consolidation correspond to companies domiciled in Chile and other countries as detailed in note 3a). The Chilean subsidiaries are closely-held corporations not subject to the regulations of the SVS; their shares are not traded, or registered with the Securities Record. However, in line with legal requirements for public telecommunications concession holders, the subsidiaries Entel PCS Telecomunicaciones S.A., Micarrier Telecomunicaciones S.A., and Transam Telecomunicaciones S.A. are registered with the SVS under Nos. 33, 247, and 232, respectively. Companies registered in this special register are subject to the same regulations as public limited companies in terms of market information and disclosure, except for the requirement to provide interim financial statements on a quarterly basis. As of December 31, 2014, the Group’s personnel amounted to 11,826 employees and average headcount during the year was 12,395. As of December 31, 2013, the Group’s personnel amounted to 11,068 employees and average read count during that year was 9,455. b) Line of business The Group companies are engaged in mobile telecommunication services, including voice, added value, data, broadband and mobile internet services basically oriented to proposing integrated solutions, which encompass data networks, local telephony, Internet access, public long distance telephony, information technology services (data center, BPO and operating continuity), infrastructure, lease of networks and wholesale traffic businesses, as well as call center services for the corporate market and Group companies. These activities are mainly conducted in Chile. Activities abroad are performed by three companies operating in Peru engaged in the provision of wireline and call center services. From September 2013, Entel Peru (Ex Nextel Peru) was included to the Group offering mobile telephone services. Annual Report 2014 - For Translation Purposes Only 34 2. BASIS OF PREPARATION a) Statement of compliance The consolidated financial statements as of December 31, 2014 and for the year then ended, have been prepared in conformity with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and instructions issued by the Chilean Superintendence of Securities and Insurance (SVS) and were authorized for issue by the Board of Directors on January 28, 2015. Should there be any discrepancies between IFRS and the instructions issued by the Chilean Superintendence of Securities and Insurance (SVS), the latter shall prevail. As of December 31, 2014, the only instruction issued by the SVS that contravenes IFRS refers to the particular recognition of the effects of deferred taxes, as established in Circular No.856 issued by the SVS on October 17, 2014. Such Circular establishes a mandatory single-time exception to the framework for preparing and presenting financial information adopted, defined as International Financial Reporting Standards (IFRS). Such Circular provides instructions to the regulated entities to “account for those differences in deferred tax assets and liabilities generated as direct effect of an increase in the corporate income tax rate introduced by Law No.20.780 in the related year against equity.” Consequently, this result in a change in the framework for preparing and presenting financial information adopted prior to the issuance of such Circular, as International Financial Reporting Standards (IFRS) require the full, explicit and unreserved adoption. The Group’s consolidated financial statements as of December 31, 2013 and for the year then ended, have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). At the date of issuance of these consolidated financial statements, the IASB had issued the following pronouncements, which application is mandatory for the annual periods indicated below. The above translation of the auditors’ report is provided as a free translation from the Spanish language original, which is the official and binding version. Such translation has been made solely for the convenience of non-Spanish readers. Accounting pronouncements effective starting from January 1, 2014: Standards & Amendments Mandatory application date NEW IFRIC IFRIC 21 - Levies Guidance on when to recognise a liability for a levy Annual periods beginning on January 1, 2014 AMENDMENTS TO IFRS IAS 32 - Financial Instruments: Presentation Requirements to Offset Financial Assets and Financial Liabilities Annual periods beginning on January 1, 2014 IAS 36 - Impairment of Assets Recoverable Amount Disclosures for Non-Financial Assets Annual periods beginning on January 1, 2014 IAS 39 - Financial Instruments: Recognition and Measurement Novation of Derivatives and Continuation of Hedge Accounting Annual periods beginning on January 1, 2014 IAS 27 - Separate Financial Statements, IFRS 10 - Consolidated Financial Statements, and IFRS 12 - Disclosure of Interests in Other Entities These amendments are applicable to Investment Entities, providing an exception for the accounting treatment and eliminating the consolidation requirement. Annual periods beginning on January 1, 2014 The application of the standards above has not had a significant effect on the amounts included in these consolidated financial statements; however, it could affect the recording of future transactions or agreements. 35 Annual Report 2014 - For Translation Purposes Only Accounting pronouncements effective starting from January 1, 2015 and after: Standards & Amendments Mandatory application date NEW IFRS IFRS 9 - Financial Instruments Annual periods beginning on January 1, 2018 IFRS 14 - Regulatory Deferral Accounts Annual periods beginning on January 1, 2016 IFRS 15 - Revenue from Contracts with Customers Annual periods beginning on January 1, 2017 AMENDMENTS TO IFRS IAS 19 - Employee Benefits Amendments to the Treatment of Employee Contributions Annual periods beginning on January 1, 2015 IAS 16 - Property, Plant and Equipment; IAS 38 - Intangible Assets Clarification of Acceptable Methods of Depreciation and Amortisation Annual periods beginning on January 1,2016 IFRS 11 - Joint Arrangements Accounting for Acquisition of an Interest in a Joint Operation Annual periods beginning on January 1, 2016 To date, the Company has not opted to early adopt any of these changes in standards. The Company believes these changes would not have any significant impact on the Group’s consolidated financial statements in the initial mandatory application period. b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the following material items: >>Derivative financial instruments are measured at fair value >>Interest-bearing borrowings are measured at amortized cost; and >>Liabilities arising from post-employment defined benefit plans are measured at their present value considering actuarial variables. c) Functional and Reporting Currency The consolidated financial statements and accompanying notes are presented in thousands of Chilean pesos, which is the Group’s functional currency. d) Use of Estimates and Judgments In the preparation of the consolidated financial statements, the Company’s management uses certain estimates based on the best available information available at each reporting date.. These estimates affect the valuation of certain assets, liabilities, profit or loss, and cash flows that would be significantly affected by new events giving rise to changes in assumptions and other sources of uncertainty assumed through the present date. The main estimates refer to: >>Actuarial assumptions used for estimating severance indemnity payment liabilities; >>Valuation of assets and goodwill generated from the acquisition of companies, which could affect the determination of impairment losses; >>Useful lives of property, plant and equipment and intangible assets; >>Assumptions made when determining the fair value of financial instruments; Annual Report 2014 - For Translation Purposes Only 36 >>Assumptions related to the generation of future taxable profits deductible from deferred tax assets; >>Establishment of decommissioning liabilities. e) Changes in accounting policies The accounting policies set up below have been applied consistently to all periods presented in these consolidated financial statement. 3. SIGNIFICAN ACCOUNTING POLICIES a) Basis of consolidation The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The consolidated financial statements include the financial statements of the parent and the entities controlled by the Group (its subsidiaries). An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee; Thus, the principle of control sets out the following three elements of control: >>power over the investee (that is, it has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that significantly affect the investee’s returns); >>exposure, or rights, to variable returns from involvement with the investee; and >>the ability to use power over the investee to affect the amount of the investor’s returns. Consolidation of a subsidiary shall begin from the date the investor obtains control of the investee and cease when the investor loses control of the investee. Specifically, the revenues and expenses of a subsidiary acquired or sold during the year are included in the consolidated statements of comprehensive income from the date in which the Company obtains control and up to the date in which control ceases. When there is a loss of control, Entel derecognizes the assets and liabilities of the subsidiary, non-controlling interests and other equity components related to the subsidiary. Any gain or loss resulting from the loss of control is recognized in profit or loss. If any investment is retained in the former subsidiary this is valued at its fair value when control is lost. Subsequently that investment retained is accounted for as an investment recorded under the equity method or a financial asset available for sale, depending on the level of influence retained In preparing consolidated financial statements, an entity combines the financial statements of the parent and its subsidiaries line by line by adding together like items of assets, liabilities, equity, income and expenses. All the Company’s direct and indirect subsidiaries are controlled by 100% and, accordingly, non-controlling interest does not exist in the consolidated financial statements. Intra-group balances, and income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The carrying amount of the Parent’s investment in each subsidiary is offset against equity, after adjusting such carrying amount to fair value on the date in which control over the investee is obtained. At that date, goodwill is recognized within intangible assets as described below whereas any gain resulting from the acquisition of a business or negative goodwill is recognized in the statement of comprehensive income. Assets and liabilities of consolidated foreign operations expressed in currencies other than the Chilean peso are translated into Chilean peso using the exchange rate at the reporting date. Revenues and expenses of foreign operations are translated using the average exchange rate for the period. Foreign currency differences resulting from the application of this method are classified in equity until the disposal of the investment. 37 Annual Report 2014 - For Translation Purposes Only The exemption allowed under IFRS 1 (First-Time Adoption of IFRS) for annulling exchange rate differences accumulated at the date of transition to IFRS was not adopted. The subsidiaries included in consolidation correspond to companies domiciled both in Chile and abroad, detailed as follows: Tax ID Number Company Country Currency Ownership percentage 12.31.2014 Direct Indirect 12.31.2013 Total Total 96806980-2 ENTEL PCS TELECOMUNICACIONES S.A. CHILE Ch$ 99,999 0,001 100,000 100,000 76479460-5 ENTEL COMERCIAL S.A. CHILE Ch$ - 100,000 100,000 100,000 96561790-6 ENTEL INVERSIONES S.A. CHILE Ch$ 99,990 0,010 100,000 100,000 96554040-7 ENTEL SERVICIOS TELEFONICOS S.A. CHILE Ch$ 91,420 8,580 100,000 100,000 96563570-K ENTEL CALL CENTER S.A. CHILE Ch$ 90,000 10,000 100,000 100,000 96697410-9 ENTEL TELEFONIA LOCAL S.A. CHILE Ch$ 99,000 1,000 100,000 100,000 96548490-6 MICARRIER TELECOMUNICACIONES S.A. CHILE Ch$ 99,990 0,010 100,000 100,000 96553830-5 ENTEL CONTACT CENTER S.A. ( Ex Satel S.A.) CHILE Ch$ - 100,000 100,000 100,000 100,000 96672640-7 ENTEL SERVICIOS EMPRESARIALES S.A. CHILE Ch$ - 100,000 100,000 79637040-8 SOC.DE TELECOMUNICACIONES INSTABEEP LTDA CHILE Ch$ 99,990 0,010 100,000 100,000 96652650-5 TRANSAM COMUNICACIÓN S.A. CHILE Ch$ - 100,000 100,000 100,000 100,000 96833480-8 WILL S.A. CHILE Ch$ - 100,000 100,000 0-E AMERICATEL PERU S.A. PERU PEN 46,570 53,430 100,000 100,000 0-E SERVICIOS DE CALL CENTER DEL PERÚ S.A. PERU PEN 0,004 99,996 100,000 100,000 PERU PEN 90,000 10,000 100,000 100,000 USA Ch$ - 100,000 100,000 100,000 ISLAS VIRG. BRITA. Ch$ 100,000 - 100,000 100,000 0-E ENTEL DEL PERÚ S.A. (Ex Nextel del Perú S.A.) 0-E EUSA WHOLESALE INC. 0-E ENTEL INTERNACIONAL B.V.I. CORP. Ch$= Chilean peso EN= Peruvian nuevo sol In September 2013, the Company Nextel del Peru S.A. was included in the consolidation of the Entel Group (see Note 12.1). From September 2013, the Nextel acquisition involved the recognition of additional net inter-company revenue of ThCh$105,705,363 and a net loss of ThCh$79,057,597. b) Foreign currency transactions and balances Transactions in foreign currencies are translated to the functional currency of Group entities at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The difference determined between the original and closing amount is recognized under foreign currency translation differences in the statement of income. An exception to the above relates to assets and liabilities stated at fair value (mainly those arising from financial derivative contracts). The differences between exchange rates at the reporting date and the fair value of such contracts are also recorded in profit or loss within Foreign currency translation differences, with the exception of cash flow hedge contracts where differences are recognized in equity. Annual Report 2014 - For Translation Purposes Only 38 Assets and liabilities expressed in foreign currency or other translation units are translated as follows: Exchange rate at the end of the period 31.12.2014 31.12.2013 $ $ US Dollar US$ 606,75 524,61 Euro EUR 738,05 724,30 Unidad de Fomento UF 24.627,10 23.309,56 Peruvian nuevo sol PEN 202,93 187,49 c) Financial instruments Financial assets The Group classifies its financial assets under the following categories: fair value through profit or loss; loans and receivables. The classification depends on the purpose for which the financial assets were acquired. The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or when it transfers the rights to receive the contractual cash flows on the financial asset. >>Financial assets at fair value through profit and loss Financial asset at fair value through profit or loss are financial assets held for trading. The Group companies include under this category those derivatives that do not meet the requirements for hedge accounting. Contracts that record an asset position at the reporting date are presented within other financial assets whereas those with liability positions are recognized within other financial liabilities. >>Loans and receivables Loans and receivables are financial assets with fixed o determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Trade receivables are recognized on the basis of the amounts recorded in the related invoices and the required adjustment is recorded in the event that there is objective evidence of risk of non-compliance by the customer (impairment). Current trade receivables are stated at their current value with no discount to present value. The Group has determined that the calculation of amortized cost does not differ from the invoiced amount as there are no significant costs associated with the transactions. >>Cash and cash equivalents Cash and cash equivalents comprise cash on hand and short-term, highly liquid investments which are subject to an insignificant risk of changes in value, with original maturities of less than three months. In addition to cash balances and those held in bank current accounts, cash and cash equivalents also includes shortterm deposits; fixed income mutual fund deposits; and transactions with buyback and resale options with original maturities of three months or less. These assets are recorded at their nominal value or amortized cost, depending on their nature, with changes through profit or loss. Recorded balances include interest and adjustments accrued at the end of the year. Financial liabilities The Group initially recognizes debt securities issued on the date that they are originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. 39 Annual Report 2014 - For Translation Purposes Only The Group classifies non-derivative financial liabilities under other financial liabilities. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Other financial liabilities include loans and borrowings, bank overdrafts, and trade and other payables. Financial liabilities hedged by derivatives designated to manage the exposure to fluctuations in cash flows (cash flow derivatives used for hedging) are measured at amortized cost. Derivative financial instruments The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives, if any, are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. In accordance with IAS 39, derivative financial instruments qualify for hedge accounting only when: >>at inception the hedge relationship is formally designated and documented; >>the hedge is expected to be highly effective; >>the effectiveness of the hedge can be reliably measured; >>the hedge is highly effective throughout the financial reporting periods for which it was designated. All derivatives are measured at fair value in accordance with IAS 39. If a fair value hedge meets the conditions for hedge accounting, the following accounting treatment is applicable: >>Cash flow hedges – When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in the hedging reserve in equity (cash flow hedge reserve). The amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified in profit or loss.. When hedges relate to risk management strategies but not necessarily meet the effectiveness and testing requirements required by accounting standards for the application of hedge accounting, changes in the value of instruments are charged to profit or loss. d) Inventories Goods for sale are measured at the lower of weighted average cost and net realizable value depending on the purpose for which they are held. Such a classification includes mobile phone handsets for customers. In this case, grants related to the transfer of handsets to customers are expensed in profit or loss as cost of sale. Annual Report 2014 - For Translation Purposes Only 40 The main inventories are mobile handsets and accessories. The Group assesses, at each reporting date, the existence of obsolete inventories in order to estimate the related write-off provisions. For this purpose, the Group considers the permanence of the different equipment in the warehouse based on their functions and the prices of new models entering into the market. e) Impairment Non-derivative financial assets A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. For estimating the impairment of receivables, the Group applies different percentages to different client classes based on the aging of past due receivables and possible collection costs. Differences are also made for current receivables, renegotiated receivables and documented receivables. The mentioned factors are used to perform the estimation of uncollectibility for billed services. The Group does not consider the discounted values of loans and receivables to estimate their impairment because they mature in the short-term and, accordingly, the difference between their current value and discounted value is not significant. Non-financial assets The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets. The ceiling test to determine value-in-use is subject to the operating segment for goodwill impairment purposes. Impairment losses are recognized in profit or loss. . In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount; however, an impairment loss in respect of goodwill is not reversed An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. f) Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The determination of cost considers the price of goods and services including unrecoverable taxes and customs duties, as well as site preparation and start-up costs for it to be capable of operating and an estimate of the cost of its removal and dismantling. Net interest on borrowings directly associated with the financing of construction work, accrued during the development period and up to the date in which the asset is available for use are capitalized except for projects which development period is lower than six months. 41 Annual Report 2014 - For Translation Purposes Only g) Depreciation of property, plant and equipment Depreciation is estimated using the straight-line method based on the estimated useful lives of the assets in conformity with technical studies. Such technical studies include the annual verification of technologic and/or business events that make it advisable to amend such useful lives as well as the assets’ residual value at the date of removal. In addition, the Group applies procedures to evaluate any indication of asset impairment. In the event that there are assets which values exceed their market value or ability to generate net income, the Group makes impairment adjustments which are charged to profit or loss. Depreciation tables are highly disaggregated based on the characteristics of different assets in addition to the possibility of being treated on an individual basis. Most significant average rates are detailed in Note 13, Property, plant and equipment. h) Finance lease Assets held by the Group under leases which transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases For these purposes, the Group considers the transfer of the asset at the end of the agreement, the value of a possible purchase option, the portion of the economic life of the asset covered by the term of the lease and the degree to which the current value of minimum lease agreement payments is equivalent to the asset fair value. The leased asset is measured at an amount equivalent to the present value of lease payments and the amount payable to exercise the purchase option. Leased assets are subject to depreciation under the general standards applicable to property, plant and equipment. The ownership of leased assets is legally acquired through the exercise of the purchase option and, therefore, the Company cannot freely dispose of these assets until it exercises the purchase option. Assets under finance lease agreements are considered as sold for accounting purposes and derecognized from inventories. Gains and losses resulting from such transactions are based on the ‘present value’ of lease payments receivable in relation to the acquisition or construction cost of assets sold.. i) Intangible assets Intangible assets include rights of use on fiber optic cable capacities (IRUs), the cost of licenses and operating concessions, as well as other rights of use in favor of the Group companies. IRUs are amortized on a straight-line basis and expensed in profit or loss over the period of the related agreements. Licenses and concessions are amortized over the lower of the estimated operating or awarding periods whereas rights of use are amortized over the life of the agreement with a maximum period of 40 years. Computer software cost is capitalized over a period of 4 years. Annual Report 2014 - For Translation Purposes Only 42 j) Goodwill For goodwill that arises from the total or partial acquisition of companies, the Group uses the acquisition method establishing the fair value of the acquiree’s identified assets and liabilities recognizing the possible difference in the amount paid for the acquisition as goodwill. This amount is subject to impairment testing at each year-end and any possible impairment losses are recognized. k) Income tax and deferred taxes The income tax expense is determined based on profit or loss for financial purposes. Temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes are recorded as non-current assets and liabilities, as applicable. Such values are recognized at current value with no discount to their present value regardless of the estimated term of recovery. Deferred tax assets and liabilities are recognized using the tax rates enacted when these are expected to be realized or settled. On September 29, 2014, the Tax Reform Law was enacted, which, among other aspects, defines the by default tax system applicable to the Company, the corporate income tax rate that will be gradually applied to companies between 2014 and 2018 and allows that companies may opt for one of two tax systems established therein: the attributed income system or the partially-integrated system, which results in entities being subject to different tax rates starting from 2017. The Attributed income system is applicable to individual entrepreneurs, single-owner limited liability companies, communities and partnerships when formed exclusively by natural persons domiciled or residents in Chile, and the Partially-Integrated regime is applicable to the remaining taxpayers, such as openly and closely-held shareholders’ corporations, joint stock companies or partnerships whose owners are not solely natural persons domiciled or residents in Chile. The by default tax system applicable to the Company starting from January 1, 2017 is the partially-integrated system. Likewise, the Company may elect to change their tax system to use a system other than the default system within the last three months of the 2016 calendar year, upon approval by the shareholders at an Extraordinary Shareholders’ Meeting with a quorum of at least two thirds of voting-right shares issued, and it will become effective through submission of the declaration signed by the Company, and the minute, drafted as public deed, submitted by the Company. The Company shall be subject to the tax system that was assigned to it, during at least five consecutive business years. After this period it will be able to change the tax system, and should be subject to such new system for at least five consecutive years. Deferred taxes are measured using tax rates that are expected to be applied to temporary differences in the period in which they reverse using tax rates effective at the reporting date, as follows: Year Partially-Integrated 2014 21.0% 2015 22.5% 2016 24.0% 2017 25.5% 2018 27.0% l) Employee benefits Defined benefits plan (post-employment benefits) Post employment benefits include severance payments to which employees with indefinite employment contract with Entel Chile S.A who are members of Corporación Mutual are entitled when they achieve 8 years of continuous service. These obligations are measured at their present value discounted using long-term interest rates and actuarial assumptions regarding employee turnover, life expectancy and salary and wage forecasts of the potential beneficiaries. 43 Annual Report 2014 - For Translation Purposes Only To determine the net amount of the liability to be recognized, the Group deducts the fair value of balances accumulated by employees based on the contributions they have to make in certain Funds under agreements currently in force. Variations in the obligation related to accruals associated with increases in the number of periods or increases or decreases in the number of employees, gains or losses arising from actuarial effects are charged to payroll expenses, whereas those related to the accrual of embedded interest, are charged to profit or loss. Termination benefits Termination benefits are recognized as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. The cost of employee vacations is recognized in the year in which vacation days accrue regardless of the year in which employees use them. m) Revenue Revenue is recognized on the basis of accrual method, when the Group becomes entitled to receive a consideration. For these purposes, the Group considers the time of delivery or reception of goods or rendering of services regardless of the time when the related cash flows are received (prepaid, simultaneous or at a given term). The Group has the following specific policies for revenue: Aggregated offers This caption identifies the components of commercial packages offered determining the characteristics of each package. Accordingly, revenue from the package is allocated to each component by applying the relevant individual revenue recognition standards. Package sales that cannot be disaggregated are treated as a single transaction. Package sales cannot be disaggregated when their commercial effect cannot be understood without reference to the whole set of transactions. The most significant aggregated offer relates to the recruitment of mobile telephone service customers under the prepayment methodology. This offer includes the equipment, a credit chargeable to services and the expectation for future services. Only those cash flows which reception is certain are considered for recognition by disaggregating as service the average amount of the value that can be allocated to telephone services as these are used by customers. In the event that solely some elements can be assigned a value reliably, the residual value is assigned to the remaining components. The value assigned to a certain component will be limited to the sale price not subject to the delivery of other items. Annual Report 2014 - For Translation Purposes Only 44 Amounts received in relation to future services are recognized as a liability for advances received from customers which are subsequently reclassified to profit or loss when the related services are used. Main cash flows for this concept correspond to amounts related to services included in prepaid mobile telephone service offers as well as the sale of cards or subsequent electronic recharges. Habilitation costs charged to post payment customers under contracts of loan and restitution of equipment are recognized in profit or loss in the same period when the delivery of the related equipment is also recognized in profit or loss. Sale of handsets In conformity with the general standard, revenue is recognized when handsets are delivered to customers. In the event that the sale includes a supplementary activity (installation, set-up, start-up, etc.) such sale is recognized upon approval by the customer. Revenue from handsets delivered individually which technically or contractually can be used solely for services provided by the Company, is deferred and recognized over the expected life of each agreement. No revenue is recognized for equipment delivered without transference of ownership (bailment, loan, lease, etc.). Handsets under this condition are recorded as operating assets and, accordingly, they are subject to the related depreciation. Revenue for activation charges This revenue is deferred and recognized as such over the shorter of the life of the agreement or expected customer retention period. The customer retention period is estimated based on the historical experience, churn rates or the knowledge of market behavior. Connections with direct execution cost equal to or higher than the charge made to the customer are excluded from this procedure. In this case, revenue from activation charges is recognized as such at the time of providing connection services to the customer in order to match income and expenses. Connection costs include installation and management of third party orders, distributor fees and SIM card cost. The general procedure also excludes connections representing independent, non-cancellable transactions not subject to the compulsory provision of other goods or services. Customer Loyalty Programs Provision of future benefits based on service use levels or current or past purchases. Revenue received is allocated based on fair values among services already rendered and services to be provided in the future; revenue allocated to the latter is treated as unearned income for future sales. Simultaneously, the Company accrues a provision for marginal costs associated with services or goods to be delivered fully or partially for free. This procedure excludes isolated campaigns intended to introduce new products or re-launch other products as long as such campaigns last for less than three months and do not represent more than 1% of sales for the last 12 months. These programs include credits for calls, product discounts, benefits for goal compliance and accumulation of exchangeable points for products, own or third party services. In the cases where benefit prescription or defeasance clauses are exercised, the respective unused balances are transferred to revenue. 45 Annual Report 2014 - For Translation Purposes Only These procedures are only applied if it is possible to make reliable estimates of benefits to be obtained by customers. Sale Discounts Revenue is stated net of discounts granted to customers. Third Party Sales In the cases where the Company acts as principal, agent or broker-dealer for sales of goods or services produced by other agents, revenue is recorded net; i.e., recording only the margin resulting from rendering the services; i.e., the commission or fee, or share of profit received. To establish the condition to act as principal, the Group considers whether the product is explicitly sold on behalf of the supplier, whether it assumes the risks related to the product, the responsibility over it and is in charge of fixing the sale price. Prepaid Mobile Services Revenue from sales of prepaid mobile services is recognized in profit or loss in the month when users make use of the services or when such services expire, if earlier. Rendering of services in progress at the reporting date Service rendering for more than one accounting period is recognized as revenue under the percentage of completion method at each reporting date. This percentage is determined based on the proportional of inputs used compared with budget. n) Finance costs Initial expenses related to fees, advisory services and taxes for borrowings are treated using the amortized cost method. Under this method, these expenses become a part of the effective interest rate and, accordingly, they are amortized using such rate. o) Provisions The Group recognizes liabilities for all legal obligations in favor of third parties arising from transactions conducted or future events for which it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognized when the amount of the obligation can be reliably estimated based on the risks identified and the best estimates. The amount of provisions is discounted when the effect of the time value of money is deemed to be material. p) Dividends Dividends payable to third parties are reported as a change in net equity in the period in which the obligation for their distribution arises either because of being declared at the Shareholders’ Meeting or being related to a legal obligation for minimum dividends. q) Operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s CEO to make decisions about resources to be allocated to the segment and assess its performance. Segment results that are reported include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Annual Report 2014 - For Translation Purposes Only 46 Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets. r) Government grants Government grants intended to finance investments are recorded as lower acquisition or construction cost of the related assets. s) Interconnection revenue and costs. Amounts accrued in favor or against the Group’s companies are recognized on the basis of existing agreements and traffic measurements exchanged with other domestic and international operators. 4. FINANCIAL ASSETS AND LIABILITIES a) Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Derivative Financial Instruments. The fair value of a derivative contract that is not quoted in an active market is obtained from the difference between the cash flows related to the rights and obligations resulting from the contract discounted at the applicable market interest rate at the measurement date (Level 2 in the fair value hierarchy). For currency forward contracts, fair value corresponds to the difference between the amount of the foreign currency to be acquired based on the contract, discounted using the exchange rate for the US dollar for the remaining period and expressed in Chilean pesos at the reporting date, less the debt in Chilean pesos agreed in the contract discounted using the exchange rate for the Chilean peso for the remaining contract period. As there no rates for all maturity dates but for some specific dates, the applicable rate is obtained by interpolating the closest points to the applicable maturity date. This procedure is applied to rates in UF, Ch$, USD and Euro. In the case of contracts to hedge against fluctuations in exchange and interest rates, the fair value corresponds to the difference in discounted cash flows of each contract component, including the nominal amount. Rates used to discount the local currency as well as the US dollars are risk free and zero-coupon rates. In the case of rates in Chilean pesos, the rate used to discount is obtained from investment instruments in nominal currency BCP and in the case of UF, from the BCU issued by the Central Bank. Rates in USD and Euro are estimated based on rates for deposits and interest rates futures. Non-derivative financial liabilities For disclosure purposes, fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market interest rate is determined by reference to similar leases. In the case of current trading assets and liabilities, the fair value is estimated to be equal to their current value as they correspond to short-term cash flows. b) Fair value hierarchy In conformity with the methods and techniques used to determine fair values, the following hierarchies are defined: 47 Annual Report 2014 - For Translation Purposes Only >>Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities >>Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and >>Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The table below shows the changes in the fair value of net liabilities from derivatives: 31.12.2014 31.12.2013 Level 2 Level 2 ThCh$ ThCh$ (9,690,990) (42,883,619) 107,087,291 17,755,568 39,090,921 (3,647,492) Contract settlements during the period (22,183,042) 19,084,553 Change in the Fair Value Measurement 123,995,170 33,192,629 Closing Balance for Derivative Contracts, Assets (Liabilities) 114,304,180 (9,690,990) Net Opening Balance for Derivative Contracts, Assets (Liabilities) Gains (losses) recognized in profit or loss Gains (losses) recognized in equity c) Categories of financial assets and liabilities The table below shows the carrying amounts for the different categories of financial assets and liabilities compared to their fair values. At fair value December 31, 2014, ThCh$ Note Assets Liabilities Currency or Total Through profit Hedge at amortized at amortized inflation carrying Total fair or loss derivatives cost cost adjusted unit amount value - - 345,376,916 - CLP/USD/PEN 345,376,916 345,376,916 - - 3,321,896 - UF 3,321,896 3,608,370 15,259,823 102,570,478 - - USD 117,830,301 117,830,301 Assets Cash and cash equivalents 5 Other Financial Assets 6 Finance lease assets Derivatives - - 721,570 - CLP 721,570 721,570 Trade and other receivables Other 8 - - 300,591,179 - CLP/USD/PEN 300,591,179 300,591,179 Trade receivables due from related parties 9 - - 492,035 - CLP 492,035 492,035 15,259,823 102,570,478 650,503,596 768,333,897 768,620,371 Total assets Liabilities Other Financial Liabilities 16 Interest bearing borrowings - - - 181,784,473 181,784,473 183,787,219 Liabilities with bond holders - - - 1,264,985,513 1,264,985,513 1,288,249,604 5,057,525 Finance lease liabilities Derivatives Trade and other payables 17 Total liabilities Annual Report 2014 - For Translation Purposes Only 48 - - - 4,734,832 4,734,832 614,463 2,911,658 - - 3,526,121 3,526,121 - - - 529,009,412 529,009,412 529,009,412 614,463 2,911,658 1,980,514,230 1,984,040,351 2,009,629,881 At fair value December 31, 2013, ThCh$ Note Assets Liabilities Currency or Total Through profit Hedge at amortized at amortized inflation carrying Total fair or loss derivatives cost cost adjusted unit amount value - - 9,804,381 - CLP/USD/PEN 9,804,381 9,804,381 - - 3,831,018 - UF 3,831,018 4,259,797 14,491,283 1,155,489 - - USD 15,646,772 15,646,772 - - 679,621 - CLP 679,621 679,621 326,740,821 Assets Cash and cash equivalents 5 Other Financial Assets 6 Finance lease assets Derivatives Other Trade and other receivables 8 - - 326,740,821 - CLP/USD/PEN 326,740,821 Trade receivables due from related parties 9 - - 521,772 - CLP 521,772 521,772 14,491,283 1,155,489 341,577,613 357,224,385 357,653,164 Interest bearing borrowings - - - 287,713,681 287,713,681 291,581,399 Liabilities with bond holders - - - 519,944,070 519,944,070 515,116,993 Finance lease liabilities - - - 7,398,705 7,398,705 7,772,759 18,747,030 6,590,732 - - 25,337,762 25,337,762 - - - 18,747,030 6,590,732 Total assets Liabilities Other Financial Liabilities 16 Derivatives Trade and other payables 17 Total liabilities 466,529,349 466,529,349 466,529,349 1,281,585,805 1,306,923,567 1,306,338,262 5. CASH AND CASH EQUIVALENTS Cash and cash equivalents are composed as follows: 31.12.2014 31.12.2013 ThCh$ ThCh$ 95,048 118,129 Cash in bank 33,248,642 9,252,008 Time deposits 325,375,233 318,867 6,000,551 1,875,185 14,001,132 7,610,329 Cash on hand Fixed income mutual funds Instruments issues by the Chilean Central Bank Other cash and cash equivalents Total 198,770 75,884 378,919,376 19,250,402 Total per currency Ch$ 261,126,853 14,795,996 US$ 115,504,582 2,993,931 PEN 2,280,631 1,453,099 EUR 7,310 7,376 378,919,376 19,250,402 Total Cash in banks include balances in current accounts denominated in U.S. dollars of ThCh1,087,582 with JP Morgan Bank and ThCh$24,905,479 with BCI Bank. 49 Annual Report 2014 - For Translation Purposes Only At December 31, 2013 and 2012 time deposits with original maturities of less than three months recognized at amortized cost are as follows: Bank Currency Investment Maturity date date Days Amount Accrued Accrued Total ThCh$ days interest 12.31.2014 ThCh$ ThCh$ Banco Santander USD 24-11-2014 23-02-2015 91 45,506,250 37 25,724 45,531,974 Banco Santander USD 10-12-2014 05-01-2015 26 30,337,500 21 7,433 30,344,933 Banco Santander USD 10-12-2014 09-02-2015 61 12,135,000 21 3,539 12,138,539 Banco CorpBanca CLP 22-12-2014 18-02-2015 58 36,733,470 9 36,366 36,769,836 Banco CorpBanca CLP 23-12-2014 27-02-2015 66 12,300,000 8 10,496 12,310,496 Banco CorpBanca CLP 03-12-2014 13-02-2015 72 12,265,000 28 36,631 12,301,631 Banco CorpBanca CLP 21-11-2014 09-01-2015 49 12,146,000 40 53,442 12,199,442 Banco de Chile CLP 12-11-2014 09-01-2015 58 12,000,000 49 59,780 12,059,780 Banco de Chile CLP 21-11-2014 16-01-2015 56 8,595,000 40 34,380 8,629,380 Banco de Chile CLP 28-11-2014 23-01-2015 56 12,000,000 33 40,260 12,040,260 Banco de Chile CLP 28-11-2014 30-01-2015 63 11,867,000 33 39,814 11,906,814 Banco de Chile CLP 09-12-2014 20-01-2015 42 8,638,000 22 19,004 8,657,004 Banco de Chile CLP 16-12-2014 30-01-2015 45 12,300,000 15 18,450 12,318,450 Banco de Chile CLP 19-12-2014 27-02-2015 70 8,311,000 12 9,974 8,320,974 Banco de Chile CLP 30-12-2014 06-03-2015 66 12,240,000 1 1,224 12,241,224 BCI CLP 14-11-2014 13-01-2015 60 9,188,000 47 41,744 9,229,744 BCI CLP 02-12-2014 06-02-2015 66 8,108,000 29 23,513 8,131,513 BCI CLP 18-12-2014 30-01-2015 43 12,000,000 13 15,080 12,015,080 HSBC CLP 04-12-2014 20-02-2015 78 8,719,000 27 21,187 8,740,187 Banco Security CLP 24-12-2014 20-02-2015 58 10,000,000 7 6,767 10,006,767 Banco Security CLP 24-12-2014 06-03-2015 72 10,355,000 7 7,007 10,362,007 Banco Itaú CLP 12-12-2014 16-01-2015 35 11,655,000 19 20,299 11,675,299 BBVA CLP 30-12-2014 13-03-2015 73 6,601,000 1 572 6,601,572 Scotiabank Perú PEN 23-12-2014 05-01-2015 13 30,440 8 21 30,461 Banco de Credito del Perú PEN 30-12-2014 08-01-2015 9 101,465 1 11 101,476 Banco de Credito del Perú PEN 30-12-2014 12-01-2015 13 142,052 1 15 142,067 Banco de Credito del Perú PEN 30-12-2014 05-01-2015 6 202,930 1 22 202,952 Scotiabank Perú PEN 30-12-2014 05-01-2015 6 20,293 1 2 20,295 Scotiabank Perú PEN 30-12-2014 07-01-2015 8 182,637 1 16 182,653 Interbank PEN 23-12-2014 05-01-2015 13 81,172 8 70 81,242 Interbank PEN 30-12-2014 12-01-2015 13 81,172 1 9 81,181 532,852 325,375,233 Total 324,842,381 Bank Currency Investment Maturity date date Days Amount Accrued Accrued Total ThCh$ days interest 12.31.2014 ThCh$ ThCh$ 112,484 4 40 112,524 Banco de Credito del Perú PEN 27-12-2013 06-01-2014 10 Banco de Credito del Perú PEN 27-12-2013 07-01-2014 11 74,996 4 37 75,033 Banco de Credito del Perú PEN 30-12-2013 10-01-2014 11 131,243 1 12 131,255 Banco de Credito del Perú PEN 31-12-2013 05-01-2014 5 55 - Total 318,778 Annual Report 2014 - For Translation Purposes Only 50 - 55 89 318,867 In addition, at December 31, 2014, the Group records fixed income mutual funds with Banco Itaú for ThCh$6,000,551 which were invested on December 30, 2014 and mature on January 2, 2015. At December 31, 2013 these are placements with Scotia Fondos Mutuos of ThCh$1,875,185 made on December 30, 2013 and redeemed on January 2, 2014. Financial investments on instruments issued by the Central Bank correspond to financial investments related to balances receivable for sale commitments for financial instruments and are recorded at amortized cost. They are detailed as follows: Al 31.12.2014 Code Dates Investment value Rate for Final value ThCh$ the period M$ Ch$ 7,000,000 0.21% 7.001.925 AGREEMENT Ch$ 7,000,000 0.21% 7.001.470 AGREEMENT Counterparty Currency 02-01-2015 Banco BCI 02-01-2015 Banco Itaú Issuance Maturity CRV 30-12-2014 CRV 30-12-2014 Totales 14,000,000 Al 31.12.2013 Code Dates Issuance Maturity Counterparty Currency Instrument 14.003.395 Investment value Rate for Final value ThCh$ the period M$ Carrying amount ThCh$ 7,000,642 7,000,490 14,001,132 Instrument Carrying amount ThCh$ CRV 30-12-2013 02-01-2014 Banco Santander Ch$ 3,801,000 0.35% 3,802,330 AGREEMENT 3,801,443 CRV 30-12-2013 02-01-2014 Ch$ 3,808,416 0.37% 3,809,825 AGREEMENT 3,808,886 Totales BBVA. C. Bolsa 7,609,416 7,612,155 7,610,329 In conformity with working capital management policies, all deposits in the financial market have maturities not exceeding 90 days and have been entered into with widely known high rated banks and financial institutions, mainly in Chile. The carrying amount of time deposits, fixed income mutual funds and instruments issued by the Chilean Central Bank for both periods does not significantly differ from their fair values. 6. OTHER FINANCIAL ASSETS Other financial assets are comprised as follows: 31.12.2014 31.12.2013 ThCh$ ThCh$ 10,146,491 14,491,283 2,008,186 - Current assets Derivatives - Not designated as hedges Derivates - Designed as heldges Finance lease assets Subtotal 991,539 938,492 13,146,216 15,429,775 100,562,292 1,155,489 Non-current asets Derivatives - Not designated as hedges Derivates - Designed as heldges 5,113,332 - Finance lease assets 2,330,357 2,892,526 Term deposits 721,570 679,621 Subtotal 108,727,551 4,727,636 Total other financial assets 121,873,767 20,157,411 51 Annual Report 2014 - For Translation Purposes Only Derivatives include all contracts with balances in favor of Group companies. Those with balances against Group companies are recorded within Other financial liabilities (Note 16). Finance lease assets relate to balances for an agreement in force with Telmex S.A. for the value of principal installments receivable with maturity over one year for the long-term lease of telecommunication infrastructure. The agreement consider 19 equal annual installments of UF 40,262.12 each, the last expiring on January 10, 2017 and a final installment representing the purchase option of UF 30,196.59 expiring on January 10, 2018. This amount is presented net of unaccrued interest, which was determined based on the annual interest rate embedded in the contract of 8.7% per annum. The schedule of maturity dates is as follows (in thousands of Chilean pesos): Minimum lease payments 31.12.2014 31.12.2013 Gross Interest Present value Gross Interest From 1 to 90 days 1,194,280 (202,741) 991,539 1,190,142 (251,650) 938,492 From 1 to 2 years 991,539 (202,741) 788,798 938,492 (251,650) 686,842 From 2 to 3 years 991,539 (134,115) 857,424 938,492 (191,894) 746,598 From 3 to 4 years 743,654 (59,519) 684,135 938,492 (126,940) 811,552 From 4 to 5 years - - - 703,869 (56,335) 647,534 3,921,012 (599,116) 3,321,896 4,709,487 (878,469) 3,831,018 Total Present value 7. OTHER NON-FINANCIAL ASSETS Other non-financial assets include mainly prepaid expenses as follows:. OTROS ACTIVOS NO FINANCIEROS Current Non-current 12.31.2014 12.31.2013 12.31.2014 12.31.2013 ThCh$ ThCh$ ThCh$ ThCh$ Prepaid expenses Leases (land, buildings) 17,371901 13756,088 1,005,659 1,479,507 Maintenance, Support 4,488,097 3,202,143 - - Lease of capacity 1,169,103 750,452 1,978,212 2,468,546 136,884 947,229 - - Insurance 2,036,337 256,828 - - Other services 1.725,226 434,535 210 210 - 933,559 - - Other 1,862,644 - 8,524 9,264 Total 28,790,192 20,280,834 2,992,605 3,957,527 Advertising Deferred cost for customers installations Annual Report 2014 - For Translation Purposes Only 52 8. TRADE AND OTHER RECEIVABLES Trade and other receivables are comprised as follows: 31,12,2014 31,12,2013 ThCh$ ThCh$ Trade and other receivables, Net Trade receivables, Net, Current 288,948,374 306,004,580 Receivables from personnel Net, Current 5,986,736 6,673,190 Other receivables, Net, Current 5,656,069 14,063,051 Receivables from personnel Net, Non Current 1,160,891 3,503,221 Other receivables, Net, Non Current 4,307,078 2,090,296 306,059,148 332,334,338 403,968,161 416,022,096 Total Trade and other receivables, Gross Trade receivables, Gross, Current Receivables from personnel Gross, Current 5,986,736 6,673,190 Other receivables, Gross, Current 5,724,892 14,127,699 Receivables from personnel Gross, Non Current 1,160,891 3,503,221 Other receivables, Gross, Non Current 4,307,078 2,090,296 421,147,758 442,416,502 Total These balances include amounts with maturities over one year (non-current), which, at net level amount to ThCh$5,467,969 and ThCh$5,593,517 for each period and are included within rights receivable in non-current assets. Trade and other receivables do not include securitized items. Trade receivables are stated net of provisions for impairment (uncollectibility) of ThCh$115,019,787 and ThCh$110,017,516, at December 31, 2014 and 2013, respectively. Gross amounts are ThCh$403,968,161 and ThCh$416,022,096, and are comprised as follows: 31,12,2014 Portfolio structure Current Non-renegotiated porfolio Renegotiated porfolio Total Gross portfolios No,of customers Gross balances ThCh$ No,of customers Gross balances ThCh$ ThCh$ 1,542,898 220,878,680 9,063 9,473,138 230,351,818 1 - 30 days 492,354 37,184,160 1,239 115,704 37,299,864 31 - 60 days 180,465 13,768,254 1,027 137,558 13,905,812 61 - 90 days 144,336 9,791,814 1,007 139,352 9,931,166 91 - 120 days 177,290 11,254,300 825 136,404 11,390,704 5,376,731 121 - 150 days 117,273 5,288,825 754 87,906 151 - 180 days 102,095 5,048,762 791 95,964 5,144,726 181 - 210 days 116,089 4,703,312 782 123,216 4,826,528 5,450,752 211 - 250 days 134,578 5,308,755 976 141,997 250+ days 829,652 71,572,518 19,661 8,717,542 80,290,060 3,837,030 384,799,380 36,125 19,168,781 403,968,161 Total 53 Annual Report 2014 - For Translation Purposes Only 31,12,2013 Portfolio structure Non-renegotiated porfolio Renegotiated porfolio Total Gross portfolios No,of customers Gross balances ThCh$ No,of customers Gross balances ThCh$ ThCh$ 1,354,953 237,743,022 11,304 11,850,226 249,593,248 1 - 30 days 424,398 38,349,043 1,802 221,508 38,570,551 31 - 60 days 189,516 13,107,896 1,162 185,990 13,293,886 61 - 90 days 154,234 7,570,005 998 195,692 7,765,697 91 - 120 days 180,648 12,306,207 1,016 176,603 12,482,810 7,178,929 Current 121 - 150 days 113,001 7,030,063 886 148,866 151 - 180 days 101,158 4,627,735 915 220,570 4,848,305 181 - 210 days 109,275 4,443,198 938 409,420 4,852,618 5,793,790 139,251 5,606,116 989 187,674 250+ days 211 - 250 days 1,077,079 65,244,599 15,235 6,397,663 71,642,262 Total 3,843,513 396,027,884 35,245 19,994,212 416,022,096 In addition, trade accounts receivable include the following balances in relation to non-securitized bounced documents or documents in legal collection: 31,12,2014 31,12,2013 No, of customers Gross balances ThCh$ No, of customers Gross balances ThCh$ 10,198 7,208,522 9,915 6,459,276 2,610 6,480,681 1,088 2,180,355 12,808 13,689,203 11,003 8,639,631 Notes receivable (bounced) Notes receivable (legal collection) Total Changes in the provision for impairment Opening balance Acquisitions through business combinations Increase in impairment recognized in profit or loss Derecognition of impaired financial assets Foreign currency exchange increase (decrease) Total 31,12,2014 31,12,2013 ThCh$ ThCh$ 110,017,516 91,518,268 - 3,322,525 51,504,892 48,165,696 (47,237,416) (32,860,814) 734,795 (128,159) 115,019,787 110,017,516 Trade receivables include provided but unbilled services for ThCh$92,101,385 and ThCh$94,675,934, at December 31, 2014 and 2013, respectively. Trade receivables mature on the dates stated in the related invoices. For write-off purposes, the Group takes into account the following for each client segment: >>People – Overdue balances are accrued for based on their aging until reaching 100% of the outstanding balance after 120 days in the case of mobile services and 300 days for home wireline services. Annual Report 2014 - For Translation Purposes Only 54 >>Small and Medium Enterprises (SME) – 100% of the overdue balance is accrued for after 120 days in the case of mobile services and 180 days for wireline services. >>Corporations – 100% of the overdue balance is accrued for after 360 days for mobile and wireline services. >>Wholesale – 100% of the overdue balance is accrued for after 120 days for mobile and wireline services after performing a creditworthiness analysis of debtors. Guarantees – For customers or segments with risk of uncollectibility actual guarantees are requested and/or credit insurance is contracted. Currently, in the case of intermediaries for electronic recharges for mobile services (Indirect channel), risks are mitigated by requesting Bank Guarantee Certificates and/or credit insurance contracts with reputable insurance companies. Compliance incentives (credit improvements) – In the case of Small and Medium Enterprises, customers are encouraged to timely comply with payments in order not to be included in public or private non-compliance records /DICOM Transunion – formerly Databusiness- and SIISA). In addition, for all segments (consumers/ SMEs) differentiated service suspensions are performed, telephone and field collection procedures are carried out, and in some cases contracts are not renewed by the Company. 55 Annual Report 2014 - For Translation Purposes Only Information on Trade and Other Receivables by Segment The most significant disaggregation for collection purposes taking into account the business-product combination is the “people-mobile services segment”. The tables below show, in addition to the portfolio for the “people-mobile services segment”, information for “all other segments” detailed by service area. December 31, 2014 Consumer Segment Stages of Arrears Mobile Services Not Renegotiated Wireline Services Renegotiated Not Renegotiated Gross Impair- Gross Impair- Balances ment Balances ment 68,650,912 - Renegotiated Gross Impair- Gross Impair- Balances ment Balances ment Other Services Total Total Not Renegotiated Gross Impair- Net Debt ment Debt Gross Impair- Balances ment 12,059 - - Total - 77,145,876 - 77,145,876 1 - 30 days 4,200,265 1,661,681 57,524 27,419 2,583,348 837,380 344 58 - - 6,841,481 2,526,538 4,314,943 31 - 60 days 2,285,502 1,662,962 62,428 40,581 685,656 338,047 2,148 623 - - 3,035,734 2,042,213 993,521 61 - 90 days 2,193,393 2,046,558 52,892 38,148 465,016 296,181 6,311 2,209 - - 2,717,612 2,383,096 334,516 91 - 120 days 2,146,650 2,032,106 43,706 35,733 434,051 321,666 4,833 2,417 - - 2,629,240 2,391,922 237,318 121 - 150 days 2,178,531 2,178,531 36,226 36,226 468,216 342,211 3,284 1,807 - - 2,686,257 2,558,775 127,482 151 - 180 days 1,969,853 1,969,853 50,921 50,921 436,127 364,779 5,247 3,149 - - 2,462,148 2,388,702 73,446 181 - 210 days 2,045,080 2,045,080 64,376 64,376 478,147 427,838 4,670 3,736 - - 2,592,273 2,541,030 51,243 211 - 250 days 2,492,174 2,492,174 60,153 60,153 746,179 642,807 10,849 8,832 - - 3,309,355 3,203,966 105,389 Current 250+ days Total 5,080,078 - 3,402,827 - 36,558,851 36,558,850 3,362,803 3,362,803 3,789,500 3,765,140 380,524 379,915 - - 44,091,678 44,066,708 24,970 124,721,211 52,647,795 8,871,107 3,716,360 13,489,067 7,336,049 430,269 402,746 - - 147,511,654 64,102,950 83,408,704 Total December 31, 2014 Consumer Segment Stages of Arrears Mobile Services Not Renegotiated Wireline Services Renegotiated Not Renegotiated Renegotiated Total Impair- Net Debt ment Debt - 153,205,942 Impair- Gross Impair- Gross Impair- Gross Impair- Gross Impair- Balances ment Balances ment Balances ment Balances ment Balances ment 77,878,662 - 17,218,650 - 55,675,371 - 1 - 30 days 16,167,015 1,897,342 3,012,986 3,477 10,864,357 433,891 6,647 31 - 60 days 4,943,181 849,376 1,626,674 673,148 3,867,460 356,968 61 - 90 days 2,588,411 422,358 1,476,091 1,249,557 3,016,201 91 - 120 days 1,290,614 424,392 5,668,788 3,229,897 121 - 150 days 1,280,716 558,462 39,632 151 - 180 days 1,182,742 680,575 181 - 210 days 981,879 211 - 250 days Total Total Gross Gross Current 250+ days Other Services Not Renegotiated 1,709,862 - 153,205,942 375 407,378 - 30,458,383 2,335,085 28,123,298 13,196 771 419,567 - 10,870,078 1,880,263 8,989,815 587,046 16,331 2,404 116,520 - 7,213,554 2,261,365 4,952,189 1,727,007 522,299 19,133 4,252 55,922 - 8,761,464 4,180,840 4,580,624 21,609 1,278,700 473,638 8,690 2,994 82,736 - 2,690,474 1,056,703 1,633,771 27,406 17,129 1,314,271 562,878 12,046 4,927 146,113 - 2,682,578 1,265,509 1,417,069 701,965 40,698 33,914 1,124,943 742,984 13,252 6,501 73,483 - 2,234,255 1,485,364 748,891 1,184,843 1,074,138 60,076 60,076 810,519 463,375 10,919 6,616 75,040 - 2,141,397 1,604,205 537,192 19,837,599 19,506,955 3,101,146 3,101,146 10,615,901 10,076,608 1,817,700 1,812,764 826,036 36,198,382 34,847,503 1,350,879 127,335,662 26,115,563 32,272,147 8,389,953 90,294,730 14,219,687 2,641,311 1,841,604 3,912,657 Annual Report 2014 - For Translation Purposes Only 56 723,397 - 350,030 350,030 256,456,507 50,916,837 205,539,670 December 31, 2013 Consumer Segment Stages of Arrears Current Mobile Services Not Renegotiated Wireline Services Renegotiated Not Renegotiated Renegotiated Total Total Gross Impair- Net Debt ment Debt - 84,676,933 Gross Impair- Gross Impair- Gross Impair- Gross Impair- Gross Impair- Balances ment Balances ment Balances ment Balances ment Balances ment 75,014,466 - - - - 84,676,933 1 - 30 days 4,490,408 2,059,448 100,479 47,894 1,686,851 551,828 639 109 - - 6,278,377 2,659,279 3,619,098 31 - 60 days 2,724,679 1,718,710 81,570 53,024 665,782 346,620 2,131 618 - - 3,474,162 2,118,972 1,355,190 61 - 90 days 2,510,502 1,748,053 56,561 40,794 533,473 304,935 4,011 1,404 - - 3,104,547 2,095,186 1,009,361 91 - 120 days 2,647,361 2,088,290 72,468 59,250 721,949 509,782 5,212 2,606 - - 3,446,990 2,659,928 787,062 121 - 150 days 2,114,761 2,114,761 55,361 55,361 667,602 466,461 1,928 1,060 - - 2,839,652 2,637,643 202,009 151 - 180 days 1,851,655 1,851,655 58,076 58,076 448,044 355,813 1,689 1,014 - - 2,359,464 2,266,558 92,906 181 - 210 days 1,759,282 1,759,282 53,782 53,782 425,856 378,690 28,511 22,810 - - 2,267,431 2,214,564 52,867 211 - 250 days 2,730,039 2,730,038 63,963 63,963 512,824 430,274 2,623 2,099 - - 3,309,449 3,226,374 83,075 30,493,516 30,493,297 2,694,253 2,694,253 3,709,243 3,689,850 308,109 307,959 - - 37,205,121 37,185,359 19,762 126,336,669 46,563,534 9,361,586 3,126,397 12,900,171 7,034,253 363,700 339,679 - - 148,962,126 57,063,863 91,898,263 Total 250+ days Total 6,125,073 - 3,528,547 - 8,847 Total Other Services Not Renegotiated December 31, 2013 Consumer Segment Stages of Arrears Current Mobile Services Not Renegotiated Wireline Services Renegotiated Not Renegotiated Renegotiated Other Services Total Total Not Renegotiated Gross Impair- Net Debt ment Debt Gross Impair- Gross Impair- Gross Impair- Gross Impair- Gross Impair- Balances ment Balances ment Balances ment Balances ment Balances ment 108,019,518 - - 51,117,920 - - 164,916,315 1 - 30 days 21,010,382 3,113,456 101,808 6,215 9,907,167 378,439 18,518 952 1,254,299 - 32,292,174 3,499,062 28,793,112 31 - 60 days 5,715,019 879,154 95,245 18,330 3,405,874 567,132 7,044 1,635 596,542 - 9,819,724 1,466,251 8,353,473 61 - 90 days 2,668,755 1,329,268 108,102 41,243 1,482,996 349,230 27,018 6,192 374,279 - 4,661,150 1,725,933 2,935,217 91 - 120 days 7,374,927 3,682,297 49,742 27,143 1,373,755 424,651 49,181 16,151 188,215 - 9,035,820 4,150,242 4,885,578 121 - 150 days 2,887,806 2,560,811 70,415 70,415 1,244,473 483,501 21,117 9,162 115,466 - 4,339,277 3,123,889 1,215,388 151 - 180 days 1,391,642 1,166,004 150,037 150,037 812,600 383,810 10,681 5,644 123,881 - 2,488,841 1,705,495 783,346 181 - 210 days 1,241,678 1,058,005 317,675 317,675 948,860 595,587 9,331 5,140 67,643 - 2,585,187 1,976,407 608,780 211 - 250 days 1,584,947 1,398,329 108,780 108,780 675,048 378,221 12,308 7,735 103,258 48,256 2,484,341 1,941,321 543,020 16,527,649 16,200,102 2,044,797 2,044,797 14,287,234 13,632,607 1,299,687 1,209,773 277,774 277,774 34,437,141 33,365,053 1,072,088 168,422,323 31,387,426 8,006,108 2,784,635 85,255,927 17,193,178 2,211,440 1,262,384 3,164,172 250+ days Total 4,959,507 756,555 - 62,815 326,030 267,059,970 - 164,916,315 52,953,653 214,106,317 At December 31, 2014 and 2013, the tables above include provided but unbilled services which in the case of the people segment amount to ThCh$55,705,538 and ThCh$59,551,162 respectively and in the case of other segments, to ThCh$36,395,847 and ThCh$35,124,772, respectively. 57 Annual Report 2014 - For Translation Purposes Only 9. TRADE RECEIVABLES DUE FROM RELATED PARTIES The table below shows the detail of transactions and balances with persons or legal entities related to the mentioned parents as well as the benefits received by the Group’s Board of Directors and key management personnel. As discussed in Note 1. a), the controlling shareholder of Entel-Chile S.A. is Inversiones Altel Ltda. (Taxpayer ID 76.242.520-3), the owner of 54.76% of the Company’s current shares. 99.99% of Altel Ltda. is controlled by Almendral S.A. (Taxpayer ID 94.270.000-8). Almendral S.A. is controlled by a group of shareholders who signed a joint interest agreement on January 24, 2005. The agreement was signed by the groups Matte, Fernández León, Hurtado Vicuña, Consorcio, Izquierdo and Gianoli. a) Due from: Current Tax ID Company 91.440.000-7 Forestal Mininco S,A, Country Chile Relationship Currency Common Director CLP 12,31,2014 12,31,2013 ThCh$ ThCh$ 23,925 54,972 95.304.000-K CMPC Maderas S,A, Chile Common Director CLP 26,794 31,385 96.529.310-8 CMPC Tissue S,A, Chile Common Director CLP 60,759 54,475 96.532.330-9 CMPC Celulosa S,A, Chile Common Director CLP 99,788 92,058 96.768.750-2 Servicios Compartidos CMPC S,A, Chile Common Director CLP 280,769 288,882 492,035 521,772 Total Starting from 2012, only transactions and balances with related parties exceeding ThCh$150,000 per annum are reported. b) Transactions: The Company conducts transactions with related parties domiciled in Chile. The detail is as follows: 31,12,2014 Tax ID Company Relationship Transaction 31,12,2013 Amount Credit (debit to pro- Amount Credit (debit to pro- ThCh$ fit for the period) ThCh$ fit for the period) (Cargo) / Abono (Cargo) / Abono 91.440.000-7 Forestal Mininco S,A, Common Director Services provided 278,935 278,935 148,490 148,490 95.304.000-K CMPC Maderas S,A, Common Director Services provided 170,527 170,527 125,831 125,831 96.529.310-8 CMPC Tissue S,A, Common Director Services provided 288,422 288,422 252,736 252,736 96.532.330-9 CMPC Celulosa S,A, Common Director Services provided 347,321 347,321 267,331 267,331 96.768.750-2 Servicios Compartidos CMPC S,A, Common Director Services provided 295,780 295,780 1,314,620 1,314,620 Telecommunication services provided to related parties correspond to standard services included in the Entel Group’s business line (mobile and wireline telephone services, Internet, data services and call center). c) Key management personnel compensation: The Parent is managed by a Board of Directors comprised of nine members, which compensation for the first the years 2014 and 2013, amounted to ThCh$415,489 and ThCh$407,906, respectively. For the same periods, key management personnel compensation amounted to ThCh$5,258,307 and ThCh$4,842,330, respectively. These amounts include annual bonuses of ThCh$2,974,841 and ThCh$2,307,155, respectively Annual Report 2014 - For Translation Purposes Only 58 The number of the key management personnel is 19 and 23 for both periods. 10. INVENTORIES Inventories are primarily comprised of mobile telephone handsets and accessories. Inventories are stated in conformity with Note 3 d. and are detailed as follows: 31.12.2014 31.12.2013 ThCh$ ThCh$ 103,084,544 148,836,793 Goods 1,072,117 356,844 Work in progress 2,482,717 832,413 Other inventories 482,289 431,117 107,121,667 150,457,167 Handsets and accessories for mobile services Total For each period, there are no liens over items of property, plant and equipment. For mobile phone handsets, the cost of handsets is recognized directly in profit or loss when contracts are signed. For both periods, ThCh$338,908,470 and ThCh$307,528,561, respectively, were charged to profit or loss for cost of sales, commercial costs and/or consumption of supplies. For the same period, there have been no assignments to property, plant and equipment from adjustments to net asset value. During 2014 and 2013, respectively, ThCh$4,448,268 and ThCh$1,074,825, were recognized in profit or loss for inventory write downs, respectively from technological and/or market obsolescence. Accumulated impairment losses for each period amount to ThCh$5,931,007 and ThCh$5,026,904, respectively. During 2014 and 2013, there have been no reversals of previously recognized impairment losses. 11. CURRENT TAX ASSETS AND LIABILITIES At December 31, 2014 and 2013, the Group Companies’ provision for income tax expense is offset by mandatory monthly provisional income tax payments. The aggregate accumulated offsetting amounts of those companies with recoverable balances were ThCh$5,336,220 and ThCh$16,692,435 at December 31, 2014 and 2013, respectively. These balances are presented within current tax assets in current assets, as follows: Remaining balance of value-added tax fiscal credit 31.12.2014 31.12.2013 ThCh$ ThCh$ 40,874,385 11,923,674 Income tax net monthly provisional payments 5,336,220 16,692,435 Other taxes 6,169,553 6,988,049 52,380,158 35,604,158 Total The aggregate amount of balances payable was ThCh$12,866,595 and ThCh$1,346,165, at December 31, 2014 and 2013 and are presented within current tax liabilities in current liabilities. 59 Annual Report 2014 - For Translation Purposes Only 12. INTANGIBLE ASSETS Intangible assets include licenses, rights of way and others, as follows: 31.12.2014 31.12.2013 ThCh$ ThCh$ Total intangible Assets, Net 136,924,227 133,035,056 Intangible Assets with finite life, Net 136,924,227 133,035,056 Identifiable Intangible Assets, Net 136,924,227 133,035,056 5,763,906 7,030,615 Patents, Trademarks and other rights, Net Other identifiable Intangible Assets, Net 131,160,321 126,004,441 Total intangible Assets, Gross 204,293,145 194,802,167 Intangible Assets with finite life, Gross 204,293,145 194,802,167 Patents, Trademarks and other rights, Gross 39,008,405 39,025,554 165,284,740 155,776,613 ( 67,368,918 ) ( 61,767,111 ) (67,368,918) ( 61,767,111 ) Accumulated Amortization and Impairment, Patents Trademarks and Other Rights (33,244,499) (31,994,939) Accumulated Amortization and Impairment, Other Identifiables Intangibles Assets (34,124,419) (29,772,172) Other identifiable Intangible Assets, Gross Total Accumulated Amortization and Impairment, Intangible Assets Accumulated Amortization and Impairment, Identifiable Intangible Assets At December 31, 2014, the net value of the main components of intangible assets is as follows. Net Value Provider Term Residual Term (Months) (Months) Patents, trademarks and other rights: Customer relationships 4,843,534 CIENTEC and TRANSAM takeovers 180 120 Easements 586,680 Real state owners 120 - 240 39 - 136 Fiber optic cable rights of use 333,692 Global Crossing 84 - 168 11 - 23 Total 5,763,906 Other identifiable intangible assets: 900 MHz band concession 11,054,413 State of Chile 480 - 360 429 - 315 2600 MHz band concession (4G tender) 3,968,921 State of Chile 360 334 AWS 1700-2100 MHz band concession 58,716,075 State of Peru 240 240 1900 MHz band concession 41,980,928 State of Peru 480 413 2500 MHz band concession 8,571,326 State of Peru 156 116 3500 MHz band concession 5,688,624 State of Peru 171 - 240 73 - 222 Other 1,180,034 Total 131,160,321 Accumulated impairment losses shown in the table above relate mainly to the rights of use over optic fiber cable capacities. These accumulated impairment losses amount to ThCh$2,857,281 at December 31, 2014 and originated mainly in prior years as a result of adjustment of such assets to their recoverable amount due to a decrease in market demand. No fully amortized intangible assets are still in use. There are no restrictions over the ownership of intangible assets and no total or partial guarantees have been granted over intangible assets At December 31, 2014, the Group does not have any significant commitments for the acquisition of intangible assets. Annual Report 2014 - For Translation Purposes Only 60 Identified changes in intangible assets December 31, 2014 and 2013 are as follows: December 31, 2014 Patents, Trademarks and Other Rights, Net Other Identifiable Intangible Assets, Net ThCh$ ThCh$ ThCh$ 126,004,441 133,035,056 Opening balance 7,030,615 Additions Total Identifiable Intangible Assets, Net - 934,516 934,516 (1,249,560) (4,352,247) (5,601,807) - 9,575,733 9,575,733 (17,149) (1,002,122) (1,019,271) 5,763,906 131,160,321 136,924,227 Patents, Trademarks and Other Rights, Net Other Identifiable Intangible Assets, Net Total Identifiable Intangible Assets, Net ThCh$ ThCh$ ThCh$ 8,948,392 21,422,849 30,371,241 Additions - 54,843,254 54,843,254 Acquisition through business combinations - 50,210,390 50,210,390 (1,918,851) (2,036,809) (3,955,660) 1,579,345 Amortization Effect of movement in exchange rates Other increases (decreases) Closing balance December 31, 2013 Opening balance Amortization Effect of movement in exchange rates Other increases (decreases) Closing balance - 1,579,345 1,074 (14,588) (13,514) 7,030,615 126,004,441 133,035,056 The amortization schedule for intangible assets is as follows: INTAGIBLES ASSETS Patents, Trademarks and Other Rights Software Minimum life or rate (years) Maximum life or rate (years) 4 20 4 4 Other Identifiable Intangible Assets 10 40 Rights of Use over Optic Fiber Cables 15 15 13. BUSINESS COMBINATIONS AND GOODWILL 13.1. Business combination On August 19, 2013, Entel Chile S.A. directly acquired 90% of Nextel del Peru and the remaining 10% through its subsidiary Entel Inversiones S.A., from the American Company NII Holdings. This transaction was announced in April 4, 2013 and amounted to US$410.6 million for the total share capital of Nextel del Peru. This transaction allows Entel S.A. to expand the sale of services and its presence in Peru, a country with a strong economy and an attractive market which presents a good potential for development. Initial plans are to focus on strengthening the current infrastructure, network expansion and increase the sale of handsets and services to Nextel customers. Starting in October, 2014, Nextel Perú will officially changed its name to Entel Perú, thereby consolidating the change in brand name in the Peruvian market. As a result the Company launched a high-impact advertising campaign focused in strengthening the new brand name and services provided to the market. 61 Annual Report 2014 - For Translation Purposes Only Nextel del Peru S.A. was an indirect subsidiary of NII Holdings, Inc. The Company was incorporated on December 30, 1987, with legal domicile at Av. República de Colombia No.791, San Isidro, Lima, Peru. The Company provides mobile telephone services in Peru, through the Push-To-Talk – IDEN technology, and 3G WCDMA services. It is focused mainly on the corporate market, and its market share in the Peruvian market is approximately 5%. Entel has not provided any guarantees in connection with the transaction and there is no ownership or management relationship of Entel with the seller. Goodwill of ThCh$1,157,469 arising from the business combination, is due mainly to the expectations of the mobile telephone business in Peru, which shows attractive growth opportunities in an evolving market. Such goodwill is not expected to be tax deductible for income tax purposes in Chile. 13.2. Goodwill Changes in goodwill are as follows: Opening balance Company Segment 01.01.2013 ThCh$ Entel PCS Telecomunicaciones S.A. Cientec Computación S.A. Consumer 43,384,200 Additions ThCh$ - Foreign currency Closing balance Foreign currency Closing balance differences 12.31.2013 differences 31.12.2014 ThCh$ ThCh$ ThCh$ ThCh$ - 43,384,200 - 43,384,200 Corporations 2,402,281 - - 2,402,281 - 2,402,281 Entel Perú S.A. (Ex Nextel del Perú) Consumer - 1,157,469 42,312 1,199,781 98,804 1,298,585 Transam Comunicación S.A. Consumer 108,646 - - 108,646 - 108,646 Will S.A. Consumer 156 - - 156 - 156 45,895,283 1,157,469 42,312 47,095,064 98,804 47,193,868 Final balance, Net Goodwill is subject to annual impairment testing at each reporting date. No impairment indicators exist since the date of acquisition. The main goodwill balances relate to the following business combinations: a.The goodwill related to the investment in the subsidiary Entel PCS Telecomunicaciones S.A. arose from the merger in which the parent acquired all the assets and assumed all the liabilities of the subsidiary Entel Telefonía Personal S.A. made by the end of 2010. The assets of the taken over company included 94.64% of the equity of Entel PCS Telecomunicaciones S.A. as well as an asset for goodwill paid generated in December 2002 as a result of the acquisition of 25% of the shares owned by Propel Inc. (USA). When 100% of control over Entel Telefonía Personal S.A. was acquired by the Entel Group, the former had almost exclusive control over two subsidiaries in charge of significant concessions in the 1900MHz band which allowed developing the digital mobile telephone service business in Chile. The qualitative factors considered in the goodwill recognized included the high growth potential and expected profitability of the mobile telephone business, the higher flexibility in relation to investing and operational decisions, especially considering the exclusion of a minority interest hold by a foreign shareholder within the telecommunication equipment manufacturing industry, and the market position of the subsidiary at the time. Annual Report 2014 - For Translation Purposes Only 62 The periodic performance of impairment tests include the present and forecast contribution of revenue resulting from mobile telephone service transactions, the level of updating and capacity of technological platforms, the satisfaction level of customers, market recognition and the status of technical and marketing management. b.The goodwill related to the investment in the subsidiary Cientec Computación S.A. arose from the acquisition of 100% of its shares from its prior shareholders in December 2008. The selling shareholders were Inversiones Balilia Limitada and Millenium Fondo de Inversiones Privado, legal entities not directly or indirectly related to the acquirer. The purpose of acquiring this company was to expand the Group’s capacity to offer operating continuity services within the Information Technology business. Cientec was a well reputed company in providing operating continuity business services to companies (hosting/housing services, critical business applications for IT center management, sale and training platforms). The qualitative factors considered in the goodwill recognized relate to the reputation of Cientec among its customers, the transfer of management and higher efficiencies related to the critical customer mass. The periodic performance of goodwill impairment tests include the maintenance and growth of market share, maintenance of service standards and the profitability and growth potential of related business area. c.Impairment tests for both assets recognized are based on the fair value and level of each cash-generating unit. Impairment tests are performed at the end of each annual period when indications of impairment exist requiring such tests. Should the fair value be lower than the net carrying amount, an impairment loss that cannot be reversed is recognized in profit or loss. The key assumptions used for calculating the recoverable amounts are projected cash flows considering the time of future services involved in each case as considered by the Company at short, medium and long-term using a discount rate related to the Company’s capital cost ranging between 9.5% and 10.5%. The recoverable amounts of cash-generating units where goodwill have been identified exceed their carrying amounts. Accordingly, no impairment has been recognized for this concept. 63 Annual Report 2014 - For Translation Purposes Only 14. PROPERTY, PLANT AND EQUIPMENT The gross values, depreciation and net values of property, plant and equipment at December 31, 2014 and 2013 are as follows: Total Property, Plant and Equipment, Net Construction in progress, Net Land, Net 31.12.2014 31.12.2013 ThCh$ ThCh$ 1,614,978,515 1,334,268,920 415,400,118 304,893,754 12,558,726 12,347,648 Buildings, Net 158,326,378 87,412,283 Plant and equipment, Net 946,983,976 871,437,918 IT equipment, Net 48,974,127 33,746,407 Fixed facilities and accesories, Net 20,884,440 13,672,739 Motor vehicles, Net 523,344 579,711 Leasehold improvements, net 4,162,949 3,504,260 Other property, plant and equipment, Net 7,164,457 6,674,200 4,303,311,996 3,830,442,996 415,400,118 304,893,754 Total Property, Plant and Equipment, Gross Construction in progress, Gross Land, Gross 12,558,726 12,347,648 293,188,780 213,603,077 3,106,395,428 2,884,810,122 IT equipment, Gross 254,082,898 213,495,721 Fixed facilities and accesories, Gross 176,692,976 159,597,100 Buildings, Gross Plant and equipment, Gross Motor vehicles, Gross Leasehold improvements, Gross Other property, plant and equipment, Gross Total Acumulated depreciation and Impairment, Property, Plant and Equipment Acumulated depreciation and Impairment, Building 1,524,090 1,447,218 21,231,271 19,032,237 22,237,709 21,216,119 ( 2,688,333,481 ) ( 2,496,174,076 ) (134,862,402) (126,190,794) (2,159,411,452) (2,013,372,204) Acumulated depreciation and Impairment, IT Equipment (205,108,771) (179,749,314) Acumulated depreciation and Impairment, Fixed facilities and accesories (155,808,536) (145,924,361) Acumulated depreciation and Impairment, Plant and Equipment Acumulated depreciation and Impairment, Motor Vehicles (1,000,746) (867,507) Acumulated depreciation and Impairment, Leasehold Improvements (17,068,322) (15,527,977) Acumulated depreciation and Impairment, Others (15,073,252) (14,541,919) Annual Report 2014 - For Translation Purposes Only 64 Transactions in 2014 for property, plant and equipment items are as follows: Construction in progress Opening balance Changes 304,893,754 Additions Land Building, Net equipment, Net 12,347,648 Other Fixed IT equipment, facilities and Motor vehi- Net accesories, cle, Net Net 87,412,283 871,437,918 33,746,407 13,672,739 Leasehold improve- plant and equipment, Net 579,711 3,504,260 - 142,119 128,628,989 17,362,267 6,950,210 179,846 999,575 - - - ( 7,155,887) ( 6,095) ( 35,288) ( 14,250) - Depreciation expense - - ( 199,082,273) ( 19,369,629) ( 6,529,639) ( 241,725) Impairment loss recognized on profit or loss - - - 211,078 741,720 76,132,312 Other increases (decreases) Total changes Final balance 1,244,807 ( 248,902,303) ( 6,102,056) - ( 3,745,451) property, ment, Net Disposals Effect of changes in exchange rates 358,163,860 Plant and - - - 7,352,578 890,045 481,093 20,563 149,548,102 16,351,132 6,345,325 ( 801) ( 1,640,269) Property, plant and equipment, Net 6,674,200 1,334,268,920 1,411,949 513,838,815 ( 33,985) ( 7,245,505) ( 1,067,876) ( 234,033,467) - - ( 3,745,451) - 264,557 11,206,441 ( 84,388) 688,762 490,257 - 1,299,383 110,506,364 211,078 70,914,095 75,546,058 15,227,720 7,211,701 ( 56,367) 658,689 415,400,118 12,558,726 158,326,378 946,983,976 48,974,127 20,884,440 523,344 4,162,949 7,164,457 1,614,978,515 Transactions in 2013 for property, plant and equipment items are as follows: Construction in progress Opening balance Changes Additions Acquisition through a business combinations Land Building, Net equipment, Net 271,913,063 9,433,203 90,749,948 719,405,042 221,069,744 6,473,398 2,190,455 8,806 702,289 8,193,915 Other Fixed IT equipment, facilities and Motor vehi- Net accesories, cle, Net Net 11,737,914 6,519,632 200,837 137,378,074 6,099,904 1,131,180 158,887 68,417,094 10,523,263 5,581,473 249,884 Disposals - - ( 6,955,745) ( 2,886,938) ( 1,028) ( 201,661) ( 32,095) - - ( 5,446,011) ( 221,164,878) ( 9,655,303) ( 2,461,847) ( 132,367) Impairment loss recognized on profit or loss - - Effect of changes in exchange rates 238,274 Total changes ( 194,800,725) - 21,701 - ( 4,112,790) - Leasehold property, improve- plant and ment, Net equipment, Net Depreciation expense Other increases (decreases) Final balance Plant and - - 1,974,240 7,290 ( 1,320,276) Property, plant and equipment, Net 5,516,337 1,117,450,216 860,440 368,904,780 - 100,141,316 ( 62,127) ( 10,139,594) ( 1,029,601) ( 241,210,283) - - - ( 35,238) 3,161,767 73,508 266,393 2,402,539 263,184 ( 2,772) 7,686 594,977 171,999,775 14,778,473 3,106,734 126,879 2,843,006 1,424,389 ( 4,112,790) 32,980,691 2,914,445 ( 3,337,665) 152,032,876 22,008,493 7,153,107 378,874 1,530,020 1,157,863 304,893,754 12,347,648 87,412,283 871,437,918 33,746,407 13,672,739 579,711 3,504,260 6,674,200 1,334,268,920 65 - Annual Report 2014 - For Translation Purposes Only During 2014, there have been interest that should be charged to work in progress and related materials for ThCh$4,280,759 and during 2013 no amounts were capitalized in conformity with the policy described in Note 3f. The table below shows the net balances of property, plant and equipment under finance lease agreements. Buildings, Net 31.12.2014 31.12.2013 ThCh$ ThCh$ 8,144,671 15,762,829 Plant and equipment, Net Buildings, Gross Plant and equipment, Gross - - 11,968,177 20,463,536 8,284,494 8,284,494 Accumulated depreciation and impairment, Buildings (3,823,506) (4,700,707) Accumulated depreciation and impairment, Plant and equipment (8,284,494) (8,284,494) 8,144,671 15,762,829 Total property, plant and equipment and finance lease, Net Leased real estate corresponds to properties used for the Group’s offices. The term of current lease agreements is as follows: Stores Edificio Costanera (Floor 15) Edificio Costanera (Floors 12-13-14) Beginning date Fecha de Término ThCh$ ThCh$ February-98 February-18 September-98 August-18 December-98 November-18 Group companies have procedures intended to identify possible impairment losses in property, plant and equipment. Policies intended to determine the impairment of property, plant and equipment are based on the permanent analysis of impairment indicators. When impairment is estimated to exist, the Group estimates the recoverable amount of the impaired assets. For these purposes, the Group has asset control systems including different levels of detail for items and association to service technological platforms. During 2013 and 2012, impairment losses arose from the retirement of equipment, damaged by the February 2010 earthquake, affected by technological changes or decreases in their recoverable amount due to decreases in the prices for certain services and client equipment that are very unlikely to be reused or sold, and equipment with remaining useful lives exceeding the estimated economic use periods. Impairment losses, Property, Plant and Equipment Annual Report 2014 - For Translation Purposes Only 66 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 3,745,451 4,112,790 Impairment losses for property, plant and equipment recorded in profit or loss are as follows: 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ Customer facilities 2,123,870 2,126,280 Stored assets 1,300,000 1,414,639 Network components 321,581 571,871 3,745,451 4,112,790 Minimum life or rate (years) Maximum life or rate (years) 20 50 External plant 7 25 Mobile handsets 3 7 IT equipment 3 4 Fixed facilities and accesories 3 10 Motor vehicles 3 7 Leasehold improvements 5 5 Others Property, Plant and Equipment 5 10 Total Impaired items of property, plant and equipment are as follows: Assets Buildings Plant and equipment For assets which useful life is completed, the Group has not determined recoverable amounts of possible gains from sale as it is difficult to forecast the complementary economic efficiency period of such assets due mainly to that fact that their ageing has increased their technological risk. There are no ownership restrictions over any assets except for those usual for assets under finance leases. In addition, no total or partial guarantees have been granted over these assets. At December 31, 2014 and 2013, commitments related to the acquisition of property, plant and equipment including purchase orders to suppliers and contracts related to the construction of civil works, amount to ThCh$4.374.487 and ThCh$7.818.261, respectively. Property, plant and equipment do not include any items out of service with significant value. The gross value of fixed assets that although totally depreciated are still in use amounts to ThCh$1,082,534,313. In general, these assets correspond to assets with high technical obsolescence which retirement or replacement becomes economically convenient upon completion of the services being used, increase in failure risks, suspension of the technological support from the manufacturer or other circumstances. The value in use of these assets has not been estimated due to the uncertainty regarding the remaining use period. By the end of 2009, the Fondo de Desarrollo de las Telecomunicaciones, an entity dependent of the Ministerio de Transportes y Telecomunicaciones awarded the Entel Group the project named “Proyecto Infaestructura Digital para la Competitividad e Innovaciòn”, which purpose is to provide mobile internet services to 1,400 locations in Chile. As part of this project, as of December 31, 2014, the Group has carried out works for ThCh$73,069,541. As per the agreement entered into with the Chilean Government, the Group has received grants of ThCh$24,942,516. From this amount, ThCh$23,942,860 has been recorded as goodwill for works performed and ThCh$486,742 as advanced payments, charged to works to be performed or in the final acceptance stage 67 Annual Report 2014 - For Translation Purposes Only 15. INCOME TAX AND DEFERRED TAX a) General Information As of December 31, 2014, the Taxable Income Fund (FUT) established by the Income Tax Law, used to control tax credits in favor of shareholders, that are granted at the time of distributing dividends recognized in retained earnings, for each Group company in ThCh$, is detailed as follows: Company Entel PCS Telecomunicaciones S.A. Empresa Nacional de Telecomuncaciones S.A. Profit with tax credits Profit with tax credits Profit with tax credits Profit without tax credits Tax Credits 21% 20% 17% 134,843,270 392,076,059 - - 133,863,428 77,780,045 224,423,533 68,997,429 220,231 90,914,138 Entel Inversiones S.A. 1,903,415 1,106,294 21,846,701 110,471 5,257,164 Entel Comercial S.A. 390,947 3,689,267 - - 1,026,239 Entel Contac Center S.A. 806,206 2,090,315 1,350,153 10,165 1,013,843 Entel Servicios Telefónicos S.A. 320,003 480,926 1,987,659 294,055 612,405 11,327,008 9,910,580 - 16,806 5,488,622 - 819,510 - 141,521 204,877 227,370,894 634,596,484 94,181,942 793,249 238,380,716 Entel Telefonía Local S.A. Transam S.A. Total ThCh$ b) Deferred taxes Deferred tax assets and liabilities stated in conformity with Note 3k are as follows: Concept 31.12.2014 Changes in Assets Liabilities Profit or loss Equity B. combination ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ Depreciation of property, plant and equipment 80,778,871 - 21,579,135 9,279,227 - Amortization of intangible assets 10,543,401 12,773,752 (7,313) (201,576) - Accumulations (or accruals) 12,038,454 944 1,505,521 630,714 - 7,686,550 2,923 487,935 1,393,883 - 65,106 570,786 (9,236,942) (543,893) - 25,765,103 - 1,767,961 2,241,140 - Derivatives adjusted to market value - - (55,570) - - Assets/liabilities at amortized cost - 4,456,348 (909,412) (1,017,394) - Deferred revenue 4,042,850 - 542,420 360,393 - Assets acquired under finance leases 1,115,545 - 1,531,094 210,728 - 372,623 827,732 23,495 (74,388) - 92,103,395 - 44,668,706 3,937,347 - Other 3,557,947 1,357,256 (393,470) 232,869 - Total 238,069,845 19,989,741 61,503,560 16,449,050 - Accruals Impairment of property, plant and equipment Impairment of receivables (doubtful accounts) Assets sold under finance leases Tax losses Annual Report 2014 - For Translation Purposes Only 68 Concept 31.12.2014 Assets Changes in Liabilities Profit or loss Equity B. combination ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ Depreciation of property, plant and equipment 50,505,774 585,265 9,361,132 - 27,346,661 Amortization of intangible assets 10,333,337 12,354,799 520,405 - (119,364) Accumulations (or accruals) 9,901,275 - 1,639,865 - 762,697 Accruals 5,846,251 44,442 (214,111) 41,518 3,706,671 Impairment of property, plant and equipment 9,670,224 395,069 471,471 - - Impairment of receivables (doubtful accounts) 21,769,830 13,828 3,448,118 - - 60,970 5,400 83,963 68,654 - - 2,529,542 (1,444,573) - - Deferred revenue 3,140,037 - (3,682,565) - 348,961 Assets acquired under finance leases 1,051,005 1,677,282 668,752 - - 361,988 766,204 43,037 - - 43,497,342 - 9,180,203 - 33,341,505 Other 3,849,316 1,488,024 (798,012) - (962,560) Total 159,987,349 19,859,855 19,277,685 110,172 64,424,571 Derivatives adjusted to market value Assets/liabilities at amortized cost Assets sold under finance leases Tax losses c) Unrecognized deferred tax asset Certain subsidiaries have not recognized deferred taxes in relation to the use of tax losses against future profit. At the end of each period, unrecognized tax assets that do not expire amount to ThCh$2,301,705 and ThCh$ 3,094,310, respectively. Accumulated 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 52,828,828 48,740,714 Adjustments to current tax from prior period 338,810 113,042 Other current tax expense (income) 321,937 375,630 53,489,575 49,229,386 Current Tax Expense Current tax expense, Net, Total Deferred Income Tax Expense Tax Expense (Income) related to the Origination and Reversal of Temporary Differences (61,503,560) (19,277,685) Deferred tax expense (income), Net, Total (61,503,560) (19,277,685) (8,013,985) 29,951,701 Income Tax Expense (Income) d) Current and deferred expense (income) As a result of the instructions issued by the SVS in its Circular No. 856 of October 17, 2014, differences in deferred tax assets and liabilities generated as a direct effect of the increase in the corporate income tax rate required by Law No.20.780 as of September 30, 2014, were exceptionally recognized for one time only in equity in the caption Retained earnings (accumulated deficit) for ThCh$9,864,071. Likewise, the effects of the measurement of deferred taxes arising subsequent to that date are recognized in profit or loss for the year in conformity with the criteria indicated above. 69 Annual Report 2014 - For Translation Purposes Only e) Reconciliation between the legal tax rate and the effective tax rate (amounts): For each period, the reconciliation between the expense using the legal tax rate and expense using the effective tax rate is as follows: Accumulated Income Tax Expense Using the Domestic Tax Rate Effect of Tax Rates in Foreign Jurisdictions Tax Effect From Permanent Differences Adjustments/Fluctuation of Tax Investments Price-level adjustment on paid-in capital Tax estimated using the Domestic Tax Rate Adjustments to Tax Expense Using the Domestic Tax Rate, Total Tax Expense Using the Effective Tax Rate 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 10,188,447 35,380,109 (11,998,361) (1,670,780) 15,729,836 2,579,125 (17,120,527) (5,865,514) (696,239) (529,604) (4,117,141) 58,365 (18,202,432) (5,428,408) (8,013,985) 29,951,701 f) Reconciliation between the domestic tax rate and the effective tax rate (in percentages): Accumulated Legal Tax Rate Effect of Tax Rates in Foreign Jurisdictions 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 21.00% 20.00% -24.73% -0.94% Effect on Tax Rate of: Adjustments/Fluctuation of Tax Investments 32.42% 1.46% -35.29% -3.32% Tax estimated using the Domestic Tax Rate -1.44% -0.30% Other increase (decrease) in expenses using the domestic tax rate -8.49% 0.03% Adjustments to the Domestic Tax Rate, Total -37.52% -3.07% Effective Tax Rate -16.52% 16.93% Price-level adjustment on paid-in capital Annual Report 2014 - For Translation Purposes Only 70 16. OTHER FINANCIAL LIABILITIES At December 31, 2014 and 2013, other financial liabilities are as follows: 31.12.2014 31.12.2013 ThCh$ ThCh$ Interest bearing borrowings 482,431 494,033 Liabilities with bond holders 15,611,596 4,262,456 Current liabilities Finance lease liabilities Derivatives - Not designated as hedges Derivatives - Designated as hedges 1,152,325 2,900,629 614,463 18,747,030 2,911,658 838,958 20,772,473 27,243,106 Interest bearing borrowings 181,302,042 287,219,648 Liabilities with bond holders 1,249,373,917 515,681,614 3,582,507 4,498,076 Subtotal Non-current liabilities Finance lease liabilities Derivatives - Designated as hedges - 5,751,774 Subtotal 1,434,258,466 813,151,112 Total other financial liabilities 1,455,030,939 840,394,218 a) Interest bearing borrowings – At December 31, 2014, outstanding bank loans were as follows: >>Joint loan provided by the Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, Mizuho Corporate Bank Ltd. and Scotiabank & Trust (Cayman) Ltd. obtained in September 2012 for USD$400 million and payable over a five-year period in installments of USD$100 million in September 2015, USD$150 million in September 2016, and USD$150 million in September 2017. During July, 2014, the company prepaid US$100 million that was schedule to mature in September 2015. The outstanding balance is US$300 million at an annual interest rate of Libor USD 90 days+1.30%. b) Liabilities with bondholders - this corresponds to the following: >>Placement of bonds in the international market in October 2013 for US$1,000 million, with an average maturity of 10 years and a fixed rate of 4.875% >>Placement of bonds in the local market in July 2014 for UF7 million, with a maturity of 21 years and a fixed rate of 3.50%. >>Placement of bonds in the international market in July 2014 for US$800 millions, with an average maturity of 11.5 years and a fixed rate of 4.750% c) Derivatives used for hedging-cash flow hedges – this balance corresponds to the market value of derivative contracts that have been designated as exchange rate and interest rate hedges, Cross Currency Swap (CCS), for bonds placed in the international market. These CCS contracts comprise the replacement of obligations for US$1,425 millions at a fixed rate of 4.875% and 4.75% with obligations in Unidades de Fomento (UF) of 15.13 million and obligations in Chilean pesos of ThCh$427,930,200, both at rates ranging from 3.57% to 7.73%. 71 Annual Report 2014 - For Translation Purposes Only d) Derivatives at fair value though in profit or loss. These comprise the following: >>forward foreign currency buy/sell contracts (FR), including the purchase obligation of US$708.3 million and €3 million totaling ThCh$307,799,480 and 589 millions of Nuevos Soles. >>Interest rate Swap contracts (IRS) on a notional amount of US$200 million on which interest are received at a fixed rate of 4.75% and paid at a rate of LIBOR US$ at 360 days + a spread ranging from 1.78% and 2.075%. In determining the market value of derivatives, cash flows are discounted considering inputs (interest rates) quoted in active markets. Accordingly, market values determined are classified in level 2 of the hierarchy established by IFRS 7. The maturity schedule of Other financial liabilities plus Trade and other receivables at December 31, 2012 and 2011 is shown in the table below. The information is based on a comparison between carrying amounts (fair value or amortized cost, as applicable) and nominal values (projected cash flows at nominal value). For purposes of measurement, the maturity profile of nominal cash flows within Other financial liabilities shown in the table above has considered the cash flows related to the repayment of principal and interest (not discounted values) in the case of financial debts, and the clearing value of financial derivative contracts with negative balances using exchange rates in force at the reporting date. Annual Report 2014 - For Translation Purposes Only 72 73 Annual Report 2014 - For Translation Purposes Only VENCImientos de pasivos financieros al 31.12.2014 NOMINAL VALUES Creditor The Bank of Tokyo-Mitsubishi UFJ, Ltd Mizuho Corporate Bank, Ltd. HSBC Bank USA, National Association Claro Infraestructura S.A. (Telmex S.A.) Type of Total Debt Liability Term in years ThCh$ 0 - 90 days 91 days - 1 year more than 1-2 more than 2-3 more than 3-4 more than 4-5 Préstamos 62,926,918 194,046 724,986 31,247,815 30,760,071 - - Préstamos 62,926,918 194,046 724,986 31,247,815 30,760,071 - - Préstamos 62,926,920 194,047 724,987 31,247,815 30,760,071 - - Préstamos 2,086,272 521,568 - 521,568 521,568 521,568 - 190,867,028 1,103,707 2,174,959 94,265,013 92,801,781 521,568 0 1,629,851,849 23,342,179 44,406,516 52,635,561 52,635,563 52,635,561 52,635,563 Subtotal Obligaciones con tenedores de Bonos Obligaciones con tenedores de Bonos Term in days Bonos 296,507,438 1,495,394 4,984,648 5,981,577 5,981,578 5,981,577 5,981,578 1,926,359,287 24,837,573 49,391,164 58,617,138 58,617,141 58,617,138 58,617,141 Bonos Subtotal Banco de Chile Derivados - Cobertura 20,635,005 1,341,677 1,461,540 1,948,122 1,932,671 1,932,671 1,934,463 Banco Santander - Chile Derivados - Cobertura 17,171,168 931,166 1,330,256 1,772,064 1,756,793 1,756,793 1,761,628 Banco Bilbao Vizcaya Argentaria, Chile Derivados - Cobertura 4,308,251 196,644 361,105 480,878 477,305 477,305 479,092 The Bank of Nova Scotia Derivados - Cobertura 8,636,537 394,212 723,882 963,985 956,835 956,835 960,410 Corpbanca Derivados - Cobertura 2,081,474 94,970 174,490 232,357 230,586 230,586 231,471 JP Morgan Chase Bank, N.A. Derivados - Cobertura 21,053,953 1,342,623 1,509,309 2,011,764 1,996,208 1,996,208 1,998,149 Banco de Crédito e Inversiones Derivados - Cobertura 16,736,212 1,174,787 1,127,037 1,502,715 1,490,734 1,490,734 1,490,734 90,622,600 5,476,079 6,687,619 8,911,885 8,841,132 8,841,132 8,855,947 Banco de Crédito e Inversiones Derivados - No Cobertura 54,800 300 54,500 - - - - Corpbanca Derivados - No Cobertura 802,100 553,800 248,300 - - - - Banco del Estado de Chile Derivados - No Cobertura 498,500 - 498,500 - - - - HSBC Bank (Chile) Derivados - No Cobertura 402,900 - 402,900 - - - - Banco Bilbao Vizcaya Argentaria, Chile Derivados - No Cobertura 4,155 4,155 - - - - - Banco de Chile Derivados - No Cobertura 2,340 2,340 - - - - - Banco del Estado de Chile Derivados - No Cobertura 5,940 5,940 - - - - - Scotiabank Chile Derivados - No Cobertura 153,630 153,630 - - - - - Banco de Credito del Peru Derivados - No Cobertura 502,879 - 502,879 - - - - Scotiabank (Perú) Derivados - No Cobertura Subtotal 100,901 100,901 - - - - - Subtotal 2,528,145 821,066 1,707,079 0 0 0 0 Consorcio Nacional de Seguros Leasing Financiero S.A. 3,882,373 247,447 742,343 989,791 989,791 913,001 - Chilena Consolidada Seguros de Vida S.A. Leasing Financiero 884,547 60,310 180,930 241,240 241,240 160,827 - Banco Bice Leasing Financiero Leasing Financiero 580,795 45,853 137,556 183,409 183,409 30,568 - Bice Vida Cía. de Seguros de Vida S.A. Leasing Financiero 190,635 25,996 77,987 86,652 - - - 5,538,350 379,606 1,138,816 1,501,092 1,414,440 1,104,396 0 298,759,157 298,759,157 - - - - - 2,514,674,567 329,881,794 56,114,989 157,313,551 155,692,916 63,102,657 61,491,510 Subtotal Cuentas por pagar Comerciales Crédito Comercial TOTALES Annual Report 2014 - For Translation Purposes Only 74 BOOK VALUE Total Debt Term in days Term in years more than 5 ThCh$ 0 - 90 days 91 days - 1 year more than 1-2 more than 2-3 more than 3-4 more than 4-5 more than 5 - 60,033,073 38,165 - 30,055,616 29,939,292 - - - - 60,033,073 38,165 - 30,055,616 29,939,292 - - - - 60,033,078 38,170 - 30,055,615 29,939,293 - - - - 1,685,249 367,931 - 401,368 437,992 477,958 - - 0 181,784,473 482,431 0 90,568,215 90,255,869 477,958 0 0 1,351,560,906 1,093,105,833 10,183,287 4,929,844 - - - - 1,077,992,702 266,101,086 171,879,680 - 498,465 - - - - 171,381,215 1,617,661,992 1,264,985,513 10,183,287 5,428,309 0 0 0 0 1,249,373,917 10,083,861 736,352 649,527 86,825 - - - - - 7,862,468 479,992 270,776 209,216 - - - - - 1,835,922 85,804 - 85,804 - - - - - 3,680,378 171,985 - 171,985 - - - - - 887,014 41,531 - 41,531 - - - - - 10,199,692 728,102 618,525 109,577 - - - - - 8,459,471 667,892 667,892 - - - - - - 43,008,806 2,911,658 2,206,720 704,938 0 0 0 0 0 - 0 - - - - - - - - 367,048 367,048 - - - - - - - 0 - - - - - - - - - 0 - - 2,038 2,038 - 0 - - - - - - - - - - - - - - - - - - 4,034 4,034 - - - - - - - 114,595 114,595 - - - - - - - 65,514 - 65,514 - - - - - - 61,234 61,234 - - - - - - 0 614,463 548,949 65,514 0 0 0 0 0 - 3,282,706 162,212 562,129 806,298 876,366 875,701 - - - 762,765 45,125 140,985 201,802 218,818 156,035 - - - 511,393 35,835 111,903 160,035 173,357 30,263 - - - 177,968 22,898 71,238 83,832 - - - - 0 4,734,832 266,070 886,255 1,251,967 1,268,541 1,061,999 0 0 - 298,759,157 298,759,157 - - - - - - 1,394,569,712 1,753,790,096 312,446,614 6,586,551 91,820,182 91,524,410 1,539,957 0 1,077,992,702 75 Annual Report 2014 - For Translation Purposes Only VENCImientos de pasivos financieros al 31.12.2013 NOMINAL VALUES Total Debt Type of Term in days Term in years ThCh$ 0 - 90 days 91 days - 1 year more than 1-2 more than 2-3 more than 3-4 more than 4-5 Creditor Liability The Bank of Tokyo-Mitsubishi UFJ, Ltd Préstamos 54,870,334 270,454 685,150 13,860,675 20,191,242 19,862,813 - Scotiabank & Trust (Cayman) Ltd Préstamos 54,870,333 270,454 685,150 13,860,674 20,191,242 19,862,813 - Mizuho Corporate Bank, Ltd. Préstamos 54,870,334 270,454 685,150 13,860,675 20,191,242 19,862,813 - HSBC Bank USA, National Association Préstamos 54,870,334 270,454 685,150 13,860,675 20,191,242 19,862,813 - Banco Santander-Chile Préstamos 85,305,977 812,578 2,640,173 81,853,226 - - - Claro Infraestructura S.A. (Telmex S.A.) Préstamos 493,666 2,468,322 493,664 - 493,665 493,664 493,663 307,255,634 2,388,058 5,380,773 137,789,590 81,258,632 79,944,915 493,666 776,094,918 6,393,684 19,181,053 25,574,737 25,574,738 25,574,737 25,574,738 Banco de Crédito e Inversiones Derivados - Cobertura 0 - - - - - - Banco de Chile Derivados - Cobertura 0 - - - - - - Banco de Chile Derivados - Cobertura 6,734,832 169,539 513,992 685,323 687,116 683,531 683,532 Banco Santander - Chile Derivados - Cobertura 16,894,123 424,963 1,289,396 1,719,194 1,724,029 1,714,358 1,714,358 Banco Santander - Chile Derivados - Cobertura 0 - - - - - - Banco Bilbao Vizcaya Argentaria, Chile Banco Bilbao Vizcaya Argentaria, Chile Derivados - Cobertura 0 - - - - - - Derivados - Cobertura 6,675,690 168,041 509,480 679,308 681,094 677,521 677,521 The Bank of Nova Scotia Derivados - Cobertura 6,742,030 169,721 514,541 686,056 687,848 684,263 684,263 Corpbanca Derivados - Cobertura 3,258,469 82,009 248,685 331,580 332,466 330,694 330,694 Subtotal Obligaciones con tenedores de Bonos Bonos 40,305,144 1,014,273 3,076,094 4,101,461 4,112,553 4,090,367 4,090,368 Deutsche Bank (Chile) Derivados - No Cobertura 8,921,279 167,802 8,753,477 - - - - Banco Santander - Chile Derivados - No Cobertura 4,484,082 84,556 4,399,526 - - - - Banco de Chile Derivados - No Cobertura 402,180 53,490 348,690 - - - - Scotiabank Chile Derivados - No Cobertura 4,596,262 87,977 4,508,285 - - - - Scotiabank Chile Derivados - No Cobertura 650,970 78,734 572,236 - - - - Banco Bilbao Vizcaya Argentaria, Chile Derivados - No Cobertura 13,070 12,200 870 - - - - Corpbanca Derivados - No Cobertura 2,850 2,850 - - - - - HSBC Bank (Chile) Derivados - No Cobertura 17,615 - 17,615 - - - - JP Morgan Chase Bank, N.A. Derivados - No Cobertura 26,360 - 26,360 - - - - Banco de Crédito e Inversiones Derivados - No Cobertura 130,210 130,210 - - - - - 5,560 5,560 - - - - - Subtotal Banco Bilbao Vizcaya Argentaria, Chile Derivados - No Cobertura Corpbanca Derivados - No Cobertura 5,330 5,330 - - - - - Banco del Estado de Chile Derivados - No Cobertura 13,920 13,920 - - - - - HSBC Bank (Chile) Derivados - No Cobertura 13,830 13,830 - - - - - Scotiabank Chile Derivados - No Cobertura 86,320 86,320 - - - - - Banco de Credito del Peru Derivados - No Cobertura 18,568 18,568 - - - - - Scotiabank Derivados - No Cobertura 8,263 2,341 5,922 - - - - 19,396,669 763,688 18,632,981 0 0 0 0 Subtotal Consorcio Nacional de Seguros S.A. Leasing Financiero 4,627,669 234,209 702,628 936,838 936,837 936,837 864,156 Chilena Consolidada Seguros de Vida S.A. Leasing Financiero 1,065,558 57,083 171,250 228,334 228,334 228,334 152,223 Banco Bice Leasing Financiero Leasing Financiero 723,318 43,399 130,197 173,596 173,597 173,596 28,933 Bice Vida Cía. de Seguros de Vida S.A. Leasing Financiero 278,854 24,605 73,814 98,419 82,016 - - Banco de Credito del Peru Leasing Financiero 1,896,465 474,116 1,422,349 - - - - 8,591,864 833,412 2,500,238 1,437,187 1,420,784 1,338,767 1,045,312 317,703,803 317,703,803 - - - - - 1,469,348,032 329,096,918 48,771,139 168,902,975 112,366,707 110,948,786 31,204,084 Subtotal Cuentas por pagar Comerciales TOTAL Crédito Comercial Annual Report 2014 - For Translation Purposes Only 76 BOOK VALUE Term in days Term in years more than 5 Total Deuda M$ 0 - 90 days 91 days - 1 year more than 1-2 more than 2-3 more than 3-4 more than 4-5 more than 5 - 51,661,180 31,497 - 12,980,360 19,367,928 19,281,395 - - - 51,661,180 31,497 - 12,980,360 19,367,928 19,281,395 - - - 51,661,180 31,497 - 12,980,360 19,367,928 19,281,395 - - - 51,661,179 31,496 - 12,980,362 19,367,927 19,281,394 - - - 79,154,968 49,025 - 79,105,943 - - - - - 1,913,994 319,021 - 348,130 379,896 414,559 452,388 - 0 287,713,681 494,033 0 131,375,515 77,851,607 77,540,138 452,388 0 648,221,231 519,944,070 - 4,262,456 - - - - 515,681,614 - 1,143,892 - - - - - - 1,143,892 61,995 - - - - - - 61,995 829,327 - 120,194 - - - - 709,133 3,311,799 8,307,825 330,885 - 302,650 - - - - 28,235 - 1,425,743 - - - - - - 1,425,743 - 453,479 - - - - - - 453,479 3,282,725 821,183 - 119,173 - - - - 702,010 3,315,338 1,286,008 - 238,724 - - - - 1,047,284 1,602,341 238,220 - 58,217 - - - - 180,003 19,820,028 6,590,732 0 838,958 0 0 0 0 5,751,774 - 8,759,486 27,995 8,731,491 - - - - - - 4,403,111 14,106 4,389,005 - - - - - - 329,166 8,921 320,245 - - - - - - 4,514,981 14,676 4,500,305 - - - - - - 527,852 13,133 514,719 - - - - - - 7,029 7,029 - - - - - - - 267 267 - - - - - - - 0 - - - - - - - - 44 - 44 - - - - - - 117,120 117,120 - - - - - - - 0 - - - - - - - - 0 - - - - - - - - 11,214 11,214 - - - - - - - 11,848 11,848 - - - - - - - 38,390 38,390 - - - - - - - 18,480 18,480 - - - - - - - 8,042 2,319 5,723 - - - - - 0 18,747,030 285,498 18,461,532 0 0 0 0 0 16,164 3,818,139 204,984 489,516 702,146 763,162 829,480 828,851 - - 884,411 39,389 123,065 176,153 191,006 207,111 147,687 - - 613,122 31,311 97,778 139,834 151,473 164,081 28,645 - - 251,315 20,157 62,711 89,100 79,347 - - - - 1,831,718 461,361 1,370,357 - - - - - 16,164 7,398,705 757,202 2,143,427 1,107,233 1,184,988 1,200,672 1,005,183 0 - 317,703,803 317,703,803 - - - - - - 668,057,423 1,158,098,021 319,240,536 25,706,373 132,482,748 79,036,595 78,740,810 1,457,571 521,433,388 77 Annual Report 2014 - For Translation Purposes Only In the case of Other financial liabilities included in the table above, the table below shows the detail of each liability identifying the debtor Group companies, the related creditor, country of origin and the financial conditions of the liabilities: Al 31.12.2014 Type of Effective Amortization rate United States US$ Deferred annual 2.83% Libor USD 90D + 1.3% United States US$ Deferred annual 2.83% Libor USD 90D + 1.3% HSBC Bank USA, National Association United States US$ Deferred annual 2.83% Libor USD 90D + 1.3% 88.381.200-K Claro Infraestructura S.A. (Telmex S.A.) Chile Chile 0-E Deutsche Bank Trust Company Americas United States Entel S.A. Chile 97.004.000-5 Banco de Chile Chile Entel S.A. Chile 97.004.000-5 Banco de Chile Chile Ch$ - 92.580.000-7 Entel S.A. Chile 97.036.000-K Banco Santander - Chile Chile Ch$ 92.580.000-7 Entel S.A. Chile 97.032.000-8 Banco Bilbao Vizcaya Argentaria, Chile Chile 92.580.000-7 Entel S.A. Chile 0-E The Bank of Nova Scotia 92.580.000-7 Entel S.A. Chile 97.023.000-9 92.580.000-7 Entel S.A. Chile 92.580.000-7 Entel S.A. 92.580.000-7 Debtor's Creditor's Creditor Debtor Country 92.580.000-7 Entel S.A. Chile 0-E The Bank of Tokyo-Mitsubishi UFJ, Ltd 92.580.000-7 Entel S.A. Chile 0-E Mizuho Corporate Bank, Ltd. 92.580.000-7 Entel S.A. Chile 0-E 92.580.000-7 Entel S.A. Chile 92.580.000-7 Entel S.A. 92.580.000-7 92.580.000-7 Tax ID Tax ID Country Currency Nominal rate Annual 9.12% 8.70% US$ Deferred annual 5.09% - 4.88% 4.874% / 4.75% UF Deferred annual 3.51% 3.50% - - - - - Ch$ - - - Canada Ch$ - - - Corpbanca Chile Ch$ - - - 0-E JP Morgan Chase Bank, N.A. United States Ch$ - - - Chile 97.006.000-6 Banco de Crédito e Inversiones Chile Ch$ - - - Entel S.A. Chile 97.006.000-6 Banco de Crédito e Inversiones Chile Ch$ - - - 92.580.000-7 Entel S.A. Chile 97.023.000-9 Corpbanca Chile Ch$ - - - 92.580.000-7 Entel S.A. Chile 97.030.000-7 Banco del Estado de Chile Chile Ch$ - - - 92.580.000-7 Entel S.A. Chile 97.951.000-4 HSBC Bank (Chile) Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.032.000-8 Banco Bilbao Vizcaya Argentaria, Chile Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.004.000-5 Banco de Chile Chile Ch$ - - - 92.580.000-7 Entel PCS S.A. Chile 97.030.000-7 Banco del Estado de Chile Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.018.000-1 Scotiabank Chile Chile Ch$ - - - 0-E Entel Perú Perú 0-E Banco de Credito del Peru Peru PEN - - - 0-E Entel Perú Perú 0-E Scotiabank (Perú) Peru PEN - - - 92.580.000-7 Entel S.A. Chile 99.012.000-5 Consorcio Nacional de Seguros S.A. Chile UF Monthly 8.03% 8.03% 92.580.000-7 Entel S.A. Chile 99.185.000-7 Chilena Consolidada Seguros de Vida S.A. Chile UF Monthly 8.43% 8.43% 92.580.000-7 Entel S.A. Chile 97.080.000-K Banco Bice Leasing Financiero Chile UF Monthly 8.32% 8.32% 92.580.000-7 Entel S.A. Chile 96.656.410-5 Bice Vida Cía. de Seguros de Vida S.A. Chile UF Monthly 7.52% 7.52% Annual Report 2014 - For Translation Purposes Only 78 UF Al 31.12.2013 Debtor's Tax ID Debtor Country Creditor's Tax ID Creditor Country Currency Type of Effective Amortization rate Nominal rate 92.580.000-7 Entel S.A. Chile 0-E The Bank of Tokyo-Mitsubishi UFJ, Ltd (deal) United States US$ Deferred annual 2.83% 92.580.000-7 Entel S.A. Chile 0-E Scotiabank & Trust (Cayman) Ltd (deal) United States US$ Deferred annual 2.83% Libor USD 90D + 1.3% 92.580.000-7 Entel S.A. Chile 0-E Mizuho Corporate Bank, Ltd. United States US$ Deferred annual 2.83% Libor USD 90D + 1.3% Libor USD 90D + 1.3% 92.580.000-7 Entel S.A. Chile 0-E HSBC Bank USA, National Association United States US$ Deferred annual 2.83% Libor USD 90D + 1.3% 92.580.000-7 Entel S.A. Chile 97.036.000-K Banco Santander-Chile Chile Ch$ Deferred annual TAB Ch$ 30 dias TAB CLP 30 dias - 50 bps 92.580.000-7 Entel S.A. Chile 88.381.200-K Claro Infraestructura S.A. (Telmex S.A.) Chile 92.580.000-7 Entel S.A. Chile 0-E Deutsche Bank Trust Company Americas United States 92.580.000-7 Entel S.A. Chile 97.006.000-6 Banco de Crédito e Inversiones Chile UF 92.580.000-7 Entel S.A. Chile 97.004.000-5 Banco de Chile Chile UF 92.580.000-7 Entel S.A. Chile 97.004.000-5 Banco de Chile Chile 92.580.000-7 Entel S.A. Chile 97.036.000-K Banco Santander - Chile 92.580.000-7 Entel S.A. Chile 97.036.000-K 92.580.000-7 Entel S.A. Chile 92.580.000-7 Entel S.A. 92.580.000-7 UF Annual 9.12% 8.70% US$ Deferred annual 5.02% 4.88% - - - - - - Ch$ - - - Chile Ch$ - - - Banco Santander - Chile Chile UF - - - 97.032.000-8 Banco Bilbao Vizcaya Argentaria, Chile Chile UF - - - Chile 97.032.000-8 Banco Bilbao Vizcaya Argentaria, Chile Chile Ch$ - - - Entel S.A. Chile 0-E The Bank of Nova Scotia United States Ch$ - - - 92.580.000-7 Entel S.A. Chile 97.023.000-9 Corpbanca Chile Ch$ - - - 92.580.000-7 Entel S.A. Chile 96.929.050-2 Deutsche Bank (Chile) Chile UF Deferred annual - - 92.580.000-7 Entel S.A. Chile 97.036.000-K Banco Santander - Chile Chile UF Deferred annual - - 92.580.000-7 Entel S.A. Chile 97.004.000-5 Banco de Chile Chile Ch$ Deferred annual - - 92.580.000-7 Entel S.A. Chile 97.018.000-1 Scotiabank Chile Chile UF Deferred annual - - 92.580.000-7 Entel S.A. Chile 97.018.000-1 Scotiabank Chile Chile Ch$ Deferred annual - - 92.580.000-7 Entel S.A. Chile 97.032.000-8 Banco Bilbao Vizcaya Argentaria, Chile Chile Ch$ - - - 92.580.000-7 Entel S.A. Chile 97.023.000-9 Corpbanca Chile Ch$ - - - 92.580.000-7 Entel S.A. Chile 97.951.000-4 HSBC Bank (Chile) Chile Ch$ - - - 92.580.000-7 Entel S.A. Chile 97.043.000-8 JP Morgan Chase Bank, N.A. Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.006.000-6 Banco de Crédito e Inversiones Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.032.000-8 Banco Bilbao Vizcaya Argentaria, Chile Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.023.000-9 Corpbanca Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97..030.000-7 Banco del Estado de Chile Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.951.000-4 HSBC Bank (Chile) Chile Ch$ - - - 96.806.980-2 Entel PCS S.A. Chile 97.018.000-1 Scotiabank Chile Chile Ch$ - - - 0-E Nextel Perú Perú 0-E Banco de Crédito del Peru Peru PEN - - - 0-E Nextel Perú Perú 0-E Scotiabank Peru PEN - - - 92.580.000-7 Entel S.A. Chile 99.012.000-5 Consorcio Nacional de Seguros S.A. Chile UF Monthly 8.03% 8.03% 92.580.000-7 Entel S.A. Chile 99.185.000-7 Chilena Consolidada Seguros de Vida S.A. Chile UF Monthly 8.43% 8.43% 92.580.000-7 Entel S.A. Chile 97.080.000-K Banco Bice Leasing Financiero Chile UF Monthly 8.32% 8.32% 92.580.000-7 Entel S.A. Chile 96.656.410-5 Bice Vida Cía. de Seguros de Vida S.A. Chile UF Monthly 7.52% 7.52% 0-E Nextel Perú Perú 0-E Banco de Credito del Peru Peru US$ Monthly 7.27%; 8% 7.4%; 8% Liquidity risks are controlled through the financial planning which considers debt policies and possible sources of financing from third parties. The low indebtedness level of the Group companies as well as access to domestic and international financing though bank borrowings and the placement of debt securities allow discarding long-term liquidity risks, except for those related to systemic alterations in financial markets. 79 Annual Report 2014 - For Translation Purposes Only The maturity schedules above include different liabilities related to finance lease agreements, whose specific maturity profiles in ThCh$, are as follows: Minimum lease payments 12.31.2014 12.31.2013 Gross Interest Present value Gross Interest Present value 362,114 (96,044) 266,070 874,494 (117,292) 757,202 Between 90 days and 1 year 1,138,816 (252,561) 886,255 2,464,278 (320,851) 2,143,427 Between 1 and 2 years 1,501,092 (249,124) 1,251,968 1,437,188 (329,955) 1,107,233 Between 2 and 3 years 1,414,440 (145,900) 1,268,540 1,420,784 (235,796) 1,184,988 Between 3 and 4 years 1,104,395 (42,396) 1,061,999 1,339,055 (138,383) 1,200,672 Between 4 and 5 years - - - 1,045,023 (39,840) 1,005,183 5,520,857 (786,025) 4,734,832 8,580,822 (1,182,117) 7,398,705 Between 1 and 90 days Total The parent has two contracts for the issuance of dematerialized, bearer Securities Line Bonds with terms of 10 and 30 years, respectively. The bond issue contracts represent an alternative source of financing to be used when favorable market and economic conditions for bond issue exist. 17. TRADE AND OTHER PAYABLES Trade and other payables are as follows: 31.12.2014 31.12.2013 ThCh$ ThCh$ Trade payables Foreign correspondents 2,805,512 3,796,293 Telecommunication suppliers 29,933,923 34,604,898 Foreign suppliers 42,433,029 42,326,450 400,747,110 329,263,114 Employee benefits 22,702,560 22,853,276 Dividends payable 1,188,073 10,500,255 Domestic suppliers Other payables Others (Value Added Tax debit and withholding taxes) Total 29,199,205 23,185,063 529,009,412 466,529,349 Comparative information of trade payables to suppliers for invoices (excluding accruals) is presented below. The Entel Group’s companies record no past due debt in both periods: Current trade accounts by expiring date 31.12.2014 Goods Services 31.12.2013 Total Goods ThCh$ Services Total ThCh$ Up to 30 days 65,507,197 83,494,104 149,001,301 58,640,332 114,954,000 173,594,332 Between 31 and 60 days 37,751,284 64,362,525 102,113,809 28,282,134 38,570,788 66,852,922 Between 61 and 90 days 6,883,394 40,760,653 47,644,047 25,536,960 51,719,589 77,256,549 110,141,875 188,617,282 298,759,157 112,459,426 205,244,377 317,703,803 Total The approximate average payment period is 76.57 days. Annual Report 2014 - For Translation Purposes Only 80 18. OTHER PROVISIONS Provisions are as follows: 31.12.2014 31.12.2013 ThCh$ ThCh$ Other provisions 180,492 153,974 Total Current Provisions 180,492 153,974 Current Provisions Non-current Provisions Dismantling, restoration and rehabilitations costs 19,596,432 13,370,970 Total Non-current Provisions 19,596,432 13,370,970 At December 31, 2014 and 2013, changes in these provisions are as follows: Total Provision, Opening Balance (01.01.2014) Dismanteling and rehabilitation costs Other provisions Total ThCh$ ThCh$ ThCh$ 13,370,969 153,975 13,524,944 Increase (Decrease) in existing provisions 4.380,476 5,075 4,385,551 Increase for adjustment of time-value of money 1,044,431 - 1,044,431 Increase (decrease) in foreign currency translation 582,461 12,729 595,190 Other increases (decreases) 218,095 8,713 226,808 Changes in provisions, Total 6,225,463 26,517 6,251,980 19,596,432 180,492 19,776,924 Dismanteling and rehabilitation costs Other provisions Total Total provision, Closing balance (12.31.2014) ThCh$ ThCh$ ThCh$ 6,108,241 1,396,700 7,504,941 419.879 577,198 997,077 Increase in business combination 6,079,187 262,814 6,342,001 Provision used (239,008) (1,972,700) ( 2,211,708 ) - (119,526) ( 119,526 ) Increase for adjustment of time-value of money 762,466 - 762,466 Increase (decrease) in foreign currency translation 201,353 8,718 210.071 Other increases (decreases) 38.851 770 39.621 Changes in provisions, Total 7.262.728 (1.242.726) 6.020.002 13.370.969 153.974 13.524.943 Total Provision, Opening Balance (01.01.2013) Increase (Decrease) in existing provisions Reverse of unused provision Total provision, Closing balance (12.31.2013) The determination of the provision for restoration and rehabilitation costs considers the estimated value for the construction, demolition or any other unavoidable activity. These costs are discounted based on estimated validity periods of contracts maintained with the owners of the properties or facilities where the premises are located considering the termination and renewal hypotheses. These amounts are discounted at each company’s capital cost rates. 81 Annual Report 2014 - For Translation Purposes Only 19. OTHER NON-FINANCIAL LIABILITIES At December 31, 2014 and 2013, other non-financial liabilities are as follows. Current Non-current 12.31.2014 12.31.2013 12.31.2014 12.31.2013 ThCh$ ThCh$ ThCh$ ThCh$ 11,375,984 11,819,270 - - 6,719,657 6,223,383 - - - - 7,567,986 4,395,972 4,989,079 1,500,651 - 1,081,786 Deferred revenue Prepayment cards Services previously invoiced Customer loyalty programs Transfer of networks Lease of underwater cables 337,045 318,426 795,941 Unused prepait govermment grants 136,036 136,036 350,706 486,743 - - 278,263 385,599 23,557,801 19,997,766 8,992,896 6,350,100 Other deferred liabilities Total 20. EMPLOYEE BENEFITS a) Personnel expenses Salaries Short-term employee benefits Post-employment benefits Termination benefits Other personnel expenses Total 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 165,671,014 121,579,941 14,447,895 12,744,392 792,414 (803,402) 9,978,163 12,650,081 31,335,389 26,147,240 222,224,875 172,318,252 b) Severance payment (Post-employment and termination benefits) The Parent Company maintains the most significant agreements in relation to severance payments payable to its employees and executives. The right to receive this benefit as well as the determination of the amount payable is regulated by the existing agreements considering such relevant factors as the number of years of service, permanence and salary. The benefit in favor of employees is provided through Corporación Mutual Entel Chile which is financed in a shared manner. Employees provide a monthly contribution of 2.66% of their base salaries and the Company pays the balances that might possibly be required to complete the payment of a number of severance payments of up to 3% of its employees. As of December 31, 2014 and 2013, liabilities recognized designated as post-employment benefits amount to ThCh$10,226,233 and ThCh$7,862,489, respectively, and represent the present value of accrued severance indemnity payments at such dates, deducting the amounts held by the Mutual. Annual Report 2014 - For Translation Purposes Only 82 Movements in the Parent’s severance payment (post-employment) benefits are detailed as follows: Transaction 31.12.2014 31.12.2013 ThCh$ ThCh$ Present value of the obligation, opening balance 7,862,489 7,934,618 Cost of current service 1,407,256 972,036 370,096 523,685 Interest cost of the obligation Acturial gains and losses arinsing on the difined benefit obligation 1,201,234 207,588 Contributions paid to Plan ( 614,842 ) ( 1,775,438 ) 10,226,233 7,862,489 31.12.2014 31.12.2013 Discount rate 4.80% 6.60% Salary increase rate 1.00% 1.00% 13.8%; 5.5%; 7% 13.8%; 5.5%; 7% RV-2004 RV-2004 Present value of the obligation, closing balance Personnel turnover rate Mortality table 21. CAPITAL AND RESERVES Changes in equity accounts at December 31, 2014 and 2013 are detailed in the Statement of Changes in Equity. Share capital The Company’s outstanding shares are same series shares with no par value and fully paid. These shares represent the Company’s authorized share capital. Series Single Outstanding shares Paid shares Voting shares Suscribed capital Paid capital 236,523,695 236,523,695 236,523,695 522,667,566 522,667,566 Between January 1, 2013 and December 31, 2014, there are no movements related to issues, redemptions, payments, decreases or any other circumstances. There are no treasury shares. There are no reserves or any commitments for the issue of shares to cover option and sale agreements. Retained (loss) Earnings During the years 2014 and 2013, retained earnings decreased by ThCh$18,921,896 and ThCh$44,089,576, respectively. These amounts relate to provisional dividends granted in periods, plus the provision for payment of dividends which is intended to pay the minimum mandatory dividend established by law. The provision accrued in 2013 to distribute minimum dividends represents Ch$36,41 per share. In addition and due to the Tax Reform which, among other things, gradually increases the corporate income tax rate beginning in 2014, the SVS established the criteria that the effect on deferred tax assets and liabilities, should be recognized in equity in the caption the retained earnings and not profit or loss which differs from that established in the IFRS. This resulted in an increase in retained earnings of ThCh$9,864,071 for companies belonging to the Entel Group companies. 83 Annual Report 2014 - For Translation Purposes Only Dividend Policy Pursuant to Law No. 18.046, except for any different unanimous agreement reached at shareholders meetings, publicly traded companies must pay annual dividends of at least 30% of the profit for the period. The Group’s dividend distribution policy currently in force sets dividend limits exceeding legal minimum amounts. However, the Group’s policy establishes maximum amounts and, accordingly, the discretionary criterion is applied for possible dividends exceeding the maximum legal amount. As a result, no provisions for dividends additional to the minimum legal requirement were accrued. The policy communicated at the Ordinary Shareholders’ meeting held on April 25, 2013 approved changing the maximum for dividend distribution from 80% to 50% of profit for each period depending on the Company’s profit for the period, investment needs and safeguards established in long-term loan agreements entered into by the Company in relation to debt, liquidity and financing issues. As required by the Superintendence of Securities and Insurance, the Parent established a policy regarding the treatment of the effects resulting from adjustments of financial assets and liabilities at fair value. In line with this, the Group has established as policy to reduce from the profit to be used to pay dividends the unrealized gains resulting from adjustments to fair value. Except for the conditions indicated in the preceding paragraphs, the Company is not subject to any additional restrictions to the payment of dividends. Dividends paid: Durante el año 2013 y 2014, se distribuyeron los siguientes dividendos: During the periods 2014 and 2013, the Group has paid the following dividends: At the Board of Directors’ Meeting held on November 3, 2014, the directors agreed to distribute a provisional dividend of Ch$80 per share (equivalent to ThCh$18,921,896). This dividend was paid beginning from December 11, 2014. At the Ordinary Shareholders’ Meeting held on April 29, 2014, the shareholders agreed to distribute a final dividend of Ch$150 per share (equivalent to ThCh$35,478,554). This dividend was paid beginning from May 28, 2014. At the Board of Directors’ Meeting held on November 4, 2013, the directors agreed to distribute a provisional dividend of Ch$150 per share (equivalent to ThCh$35,478,554). This dividend was paid beginning from December 12, 2013. At the Ordinary Shareholders’ Meeting held on April 25, 2013, the shareholders agreed to distribute a final dividend of Ch$225 per share (equivalent to ThCh$53,217,831). This dividend was paid beginning from May 16, 2013. Other reserves: Other reserves included in the Statement of Changes in Equity are as follows: Translation reserves: Reflects accumulated gains or losses resulting from the translation of the financial statements of foreign subsidiaries from their functional currency to the Group’s presentation currency (Chilean pesos). Cash flows hedge reserve: Corresponds to the difference between carrying amount and the fair value of cash flow hedge contracts qualified as effective hedges, net of deferred taxes. These amounts are transferred to profit or loss as contracts mature. Other reserves: Credits and debits to equity in relation to adjustments required due to the first time application of International Financial Reporting Standards (IFRS) at January 1, 2008. Annual Report 2014 - For Translation Purposes Only 84 Main balances related to such adjustments relate to unrecognized deferred tax liabilities of ThCh$10,866,212 and advances from customers of ThCh$8,215,281. In addition, in accordance with Article 10 of Law No. 18.046 and Official Letter No. 456 of the Superintendence of Securities and Insurance, price-level adjustment on paid-in capital is also recorded within Other reserves. 22. EARNINGS PER SHARE Earnings per share are as follows: 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ Profit (loss) atributable to owners the parent 56,470,502 146,965,254 Profit (loss) atributable to ordinary shareholders, basic 56,470,502 146,965,254 236,523,695 236,523,695 238.75 621.36 Weighted average number of shares, basic Basic earnings (losses) per share The calculation of basic earnings per share for the periods 2014 and 2013 was based on the profit attributable to shareholders and the number of single-series shares. The Group has issued no convertible notes or other equity securities. Therefore, there are no potentially dilutive effects on the Group’s earnings per share. 23. REVENUE AND EXPENSES a) Revenue The Group’s revenue relates mainly to the rendering of services; sales of goods are not significant and supplement the services rendered, which are detailed as follows: 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ Mobile telephone service - Chile 1,150,532,126 1,271,725,443 Mobile telephone service - Peru 151,729,044 45,902,463 Private services (including IT services) 136,841,741 120,662,870 Local telephone services (including NGN - IP) 50,568,484 43,159,952 Television service 18,019,728 8,337,016 Long distance 26,961,096 32,027,145 Internet 24,096,915 20,878,508 Services to other operators 22,987,879 20,867,959 Traffic business 28,080,318 31,254,738 Americatel Peru 25,449,601 21,391,728 Call center and other Total revenue 8,000,453 12,167,683 1,643,267,385 1,628,375,505 85 Annual Report 2014 - For Translation Purposes Only b) Other revenues At December 31, 2014 and 2013, other revenue is as follows: Revenue from commercial interest Revenue from leases 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 1,508,798 2,208,272 11,220,900 8,724,245 Refund for stolen or lost handsets 3,690,894 - Other revenue 2,382,156 2,188,158 18,802,748 13,120,675 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ (127,850,977 ) (220,110,564 ) (45,873,259 ) (40,321,695 ) Advertising, sale fees and expenses (485,787,732 ) (412,323,923 ) Lease and maintenance (194,671,147 ) (149,178,095 ) Other (169,988,815 ) (134,202,564 ) (1,024,171,930) (956,136,841) Total other revenue c) Other expenses At December 31, 2014 and 2013, other expenses is as follows: Access charges and profit share to correspondents Outsourcing and materials Total other expenses Annual Report 2014 - For Translation Purposes Only 86 d) Finance income and finance costs At December 31, 2014 and 2013, finance income and finance costs are as follows: Interest on time deposits - Loans and receivables Interest on finance leases Rate derivatives - Not designated as hedges 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ 4,229,166 1,640,264 278,293 306,622 6,311,246 - 10,818,705 1,946,886 Interest expenses, loans - liabilities at amortized cost (1,491,015) (7,309,545) Interest expenses, bonds - liabilities at amortized cost (42,305,400) (4,878,662) Amortization of expenses for loan agreements (2,936,177) (3,575,871) Exchange and interest rate hedges (CCS) (3,735,921) (1,576,781) Interest rate derivatives – not designated as hedges (882,734) (1,188,974) Interest expenses on finance leases (428,962) (472,036) Interest expenses on post-employment benefits (370,096) (523,685) Interest expenses, Other (1,251,089) (908,215) Other finance costs (1,851,391) (404,449) Total finance costs (55,252,785) (20,838,218) Total finance costs, Net (44,434,080) (18,891,332) Total finance income The net finance cost includes the following interest in relation to assets and liabilities not measured at fair value through profit or loss: Total Income from Interest on Financial Assets Total Costs from Interest on Financial Liabilities 4,507,459 1,946,886 (50,634,130) (18,072,463) 87 Annual Report 2014 - For Translation Purposes Only 24. ASSETS AND LIABILITIES IN FOREIGN CURRENCY Assets and liabilities in foreign currency are as follows: Assets Currency Cash and cash equivalents Other current financial assets Other current non-financial assets Current trade and other receivables 31.12.2014 Balances not discounted based on maturity ThCh$ 1 - 90 days 91 days - 1 year more than 5 years US$ 115,504,582 115,504,582 - - PEN 2,280,631 2,280,631 - - Euro 7,310 7,310 - - US$ 442,630,082 191,382,248 251,247,834 - Euro 2,218,590 2,218,590 - - PEN 2,148,041 2,148,041 - - US$ 197,269 197,269 - - PEN 3,456,546 3,456,546 - - - - - US$ 12,182,835 12,120,511 62,324 - PEN 18,237,749 18,237,749 - - Euro 2,211,610 2,211,610 - - Inventories PEN 54,426,778 54,426,778 - - Current tax assets PEN 41,822,907 41,822,907 - - Other non-current financial assets US$ 864,618,750 - - 864,618,750 Intangible assets PEN 117,324,109 - - - Property, plant and equipment PEN 284,672,077 - - - Deferred tax assets PEN 132,658,750 - - - 2,096,598,616 - - - US$ 1,435,133,518 - - - PEN 657,027,588 - - - Euro 4,437,510 - - - Total Assets in Foreign Currency Liabilities Currency 31.12.2014 Other current financial liabilities US$ 19,609,735 17,506,528 2,103,207 - PEN 2,881,159 1,782,284 1,098,875 - US$ 174,049,292 174,049,292 - - - - Euro 3,271,098 3,271,098 - - - - PEN 48,593,355 48,593,355 - - - - US$ 1,260,852,153 - - 182,938,890 - PEN 7,610,727 7,408,506 202,221 - Non-current provisions PEN 11,390,142 - - - - - Deferred tax liabilities PEN 11,819,249 - - - - - Other non-current non-financial assets US$ 12,808 - - - - - PEN 278,185 - - - - - ThCh$ Trade and other payables Other non-current financial liabilities Total Liabilities in Foreign Currency Annual Report 2014 - For Translation Purposes Only 88 Balances not discounted based on maturity 1 - 90 days 91 days - 1 year 1 - 3 years 3 - 5 years more than 5 years - - 1,077,913,263 - 1,540,367,903 - - - US$ 1,454,523,988 - - - - - PEN 82,572,817 - - - - - Euro 3,271,098 - - - - - Assets Currency 31.12.2013 Balances not discounted based on maturity 1 - 3 years more than 5 years Cash and cash equivalents US$ 2,993,931 2,993,931 - - - PEN 1,453,099 1,453,099 - - - Euro 7,376 7,376 - - - US$ 396,731,590 157,277,662 239,453,928 - - Euro 2,172,900 - 2,172,900 - - ThCh$ Other current financial assets Other current non-financial assets 1 - 90 days 91 days - 1 year US$ 44,388 44,388 - - - PEN 43,923 43,923 - - - US$ 24,129,657 21,447,634 2,682,023 - - PEN 2,693,172 2,693,172 - - - Euro 2,167,347 2,167,347 - - - Inventories PEN 27,360,687 27,360,687 - - - Current tax assets PEN 13,983,103 13,081,604 901,499 - - Other non-current financial assets US$ 392,932,890 - - 392,932,890 - Intangible assets PEN 109,787,565 - - - - Property, plant and equipment PEN 125,429,503 - - - - Deferred tax assets PEN 81,798,795 - - - - Current trade and other receivables Total Assets in Foreign Currency 1,183,729,926 - US$ 816,832,456 - - - - PEN 362,549,847 - - - - Euro 4,347,623 - - - - Liabilities Currency 31.12.2013 1 - 3 years 3 - 5 years more than 5 years Other current financial liabilities US$ 10,633,860 461,362 10,172,498 - - - Trade and other payables US$ 80,074,303 80,074,303 - - - - Euro 2,581,703 2,581,703 - - - - PEN 1,986,514 1,986,514 - - - - US$ 721,806,289 - - 721,806,289 - - PEN 7,241,180 - - 7,241,180 - - US$ 124,868 - - - - - PEN 6,578,336 - - - - - ThCh$ Other non-current financial liabilities Non-current provisions Balances not discounted based on maturity 1 - 90 days 91 days - 1 year Deferred tax liabilities PEN 534,514 - - - - - Other non-current non-financial assets US$ 385,526 - - - - - 831,947,093 - - - - - Total Liabilities in Foreign Currency US$ 813,024,846 - - - - - PEN 16,340,544 - - - - - Euro 2,581,703 - - - - - At December 2014 and 2013, the Group companies maintained derivatives to hedge against exchange rate fluctuations (foreign currency forwards) and swaps to hedge debt in U.S. dollars at variable interest rates related to obligations in UF at fixed interest (Cross Currency Swap - CCS). The tables above include only the foreign currency component in these contracts. 89 Annual Report 2014 - For Translation Purposes Only 25. FOREIGN CURRENCY TRANSLATION AND RESULTS FROM INFLATION-ADJUSTED UNITS At December 31, 2014 and 2013, this item is as follows: 01.01.2014 01.01.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ Other assets 13,567,942 2,872,172 Trade and other payables (7,184,140) (2,150,026) (143,619,000) (44,631,000) Derivative instruments, closing exchange rate effect (FW) 50,380,141 40,387,531 Derivative instruments, closing exchange rate effect (CCS) 86,987,949 4,338,868 (11,218,359) (21,459,151) (216,601) (458,239) Interest-bearing borrowings Derivative instruments, fair value effect (FW) Derivative instruments, fair value effect (CCS) Other liabilities Total foreign currency translation differences 59,000 21,643 (11,243,068) (21,078,202) 1,311,608 868,058 (23,544,569) (1,582,468) Results from inflation-adjusted units Other assets Derivative instruments - closing exchange rate effect (CCS) Other liabilities Total result from inflation-adjusted units (402,671) (436,031) (22,635,632) (1,150,441) 26. OPERATING LEASES The main operating lease agreements acting as lessee relate to leases and rights of use of urban and rural real estate for the location of technical nodes. Expense from property lease 01.01.2014 01.01.2013 31.12.2014 31.12.2013 62,815,267 48,194,110 In addition, this caption includes expenses related to telecommunication signal transmission, data and other, which amounts amounted to ThCh$43,068,255 and ThCh$35,861,613 during the year 2014 and 2013, respectively. Future commitments are as follows: GASTO DE ARRIENDOS DE PROPIEDADES Up to one year From one to five years segmento satelital, tramas, cables submarinos y otros Up to one year From one to five years Annual Report 2014 - For Translation Purposes Only 90 31.12.2014 31.12.2013 M$ M$ 72,472,801 59,528,601 181,020,475 162,912,359 31,12,2014 31,12,2013 M$ M$ 66,632,696 55,771,495 153,474,080 143,285,042 Operating leases acting as lessor relate to agreements associated with the business of leasing networks to other telecommunication and datacenter service operators (housing, hosting, virtual servers, etc.). COBROS MÍNIMOS FUTUROS 31,12,2014 31,12,2013 M$ M$ Up to one year 14,363,169 9,042,670 From one to five years 29,522,278 18,530,276 01.01.2014 01.01.2013 31.12.2014 31.12.2013 M$ M$ 11,220,900 9,537,023 Lease payments recognized in profit or loss At December 31, 2014, no contingent rents are pending receipt. 27. INFORMACION FINANCIERA POR SEGMENTOS The Group has very developed management control systems, which allow having separate financial information with high disaggregation levels for making decisions about allocation of services and performance evaluation. In line with the Group’s organizational structure, the following operating segments have been defined for reporting purposes based on their related revenue levels: “People”, “Small and Medium Enterprises”, “Corporations”, “Peru Mobile Telephone Peru” and “All other segments”. The factors used to identify each segment are related to separate operating functions for each market segment regarding product development and innovation, prices, marketing, sales and client service. In addition, each segment’s requirements over the common technical and shared services infrastructure is also taken into account. Each segment defined generates revenues and expenses on which there is separate information periodically assessed by those in charge of making decisions regarding the allocation of resources and performance evaluation. Operating segment information (unaudited) for the years ended December 31, 2014 and 2013, is as follows: 91 Annual Report 2014 - For Translation Purposes Only Profit or loss, assets and liabilities as of 12.31.14, ThCh$ Segment Revenues Other significant revenue (expense) items Reportable segment revenue (EBITDA) Depreciation, amortization and impairment Reportable segment revenue (EBIT) Consumer SMEs Corporations Mobile Peru Other Unallocated Withdrawals 895,081,708 296,488,165 211,283,216 157,552,715 433,833,292 - (350,971,711) 1,643,267,385 (631,517,372) (198,766,264) (155,174,857) (267,071,757) (371,200,023) - 350,612,910 (1,273,117,363) 263,564,336 97,721,901 56,108,359 (109,519,042) 62,633,269 (110,710,928) (49,249,453) (49,102,306) (22,487,298) (12,263,372) 152,853,408 48,472,448 7,006,053 (132,006,340) 50,369,897 Total Group (358,801) 370,150,022 - 432,632 (243,380,725) 126,769,297 - 73,831 Interest revenue 10,818,705 - 10,818,705 Interest expenses (55,252,785) - (55,252,785) Foreign currency translation differences and result from inflationindexed units (33,804,869) (73,831) (33,878,700) 8,013,985 - Income tax income (expense) Total reportable segment revenue 8,013,985 56,470,502 Assets 3,035,795,403 Increase in current assets 21,877,867 29,342,080 46,432,554 169,823,722 9,162,965 Liabilities 3,035,795,403 238,134,143 514,773,331 2,079,450,541 2,079,450,541 Equity 956,344,862 Liabilities and equity 3,035,795,403 Impairment losses recognized in profit or loss 35,429,209 8,946,983 2,758,997 6,179,970 1,935,184 Cash flows used in operating activities Cash flows used in investment activities Cash flows used in financing activities Profit or loss, assets and liabilities as of 12.31.13, ThCh$ - 55,250,343 472,141,967 472,141,967 (542,107,715) (542,107,715) 407,041,125 407,041,125 Segment Revenues Other significant revenue (expense) items Reportable segment revenue (EBITDA) Depreciation, amortization and impairment Reportable segment revenue (EBIT) Consumer SMEs Corporations Mobile Peru Other Unallocated Withdrawals 997,618,309 310,955,898 203,572,008 48,126,765 326,574,520 - (258,471,995) 1,628,375,505 (747,498,672) (240,898,363) (148,607,427) (59,160,115) (223,303,481) - 258,408,216 (1,161,059,842) (63,779) 467,315,663 101,268 (249,278,733) 37,489 218,036,930 250,119,637 70,057,535 54,964,581 (11,033,350) 103,271,039 (129,965,483) (50,390,242) (39,763,784) (6,329,588) (22,930,904) 120,154,154 19,667,293 15,200,797 (17,362,938) 80,340,135 Interest revenue - Total Group 1,946,886 1,946,886 Interest expenses (20,838,218) (20,838,218) Foreign currency translation differences and result from inflationindexed units (22,191,154) Income tax income (expense) (29,951,701) (29,951,701) 2,256,949,998 2,256,949,998 Total reportable segment revenue (37,489) (22,228,643) 146,965,254 Assets Increase in current assets 22,077,273 33,772,718 76,528,895 15,254,929 66,909,815 Liabilities 209,204,404 423,748,034 1,375,864,886 1,375,864,886 Equity 881,085,112 Liabilities and equity 2,256,949,998 Impairment losses recognized in profit or loss 37,057,122 Cash flows used in operating activities Cash flows used in investment activities Cash flows used in financing activities Annual Report 2014 - For Translation Purposes Only 92 9,169,742 3,417,875 851,669 1,775,283 - 52,271,691 400,322,042 400,322,042 (692,587,950) (692,587,950) 249,513,582 249,513,582 General Information on Profit or loss as of Segment 12,31,2013 in ThCh$, Restated Revenues Other significant revenue (expense) items Reportable segment revenue (EBITDA) Depreciation, amortization and impairment Reportable segment revenue (EBIT) Consumer SMEs Corporations Mobile Peru Withdrawals Total Group 997,618,309 310,955,898 203,572,008 48,126,765 326,574,520 Other Unallocated - (258,471,995) 1,628,375,505 (688,963,909) (226,829,315) (145,344,069) (59,160,115) (299,170,650) - 258,408,216 (1,161,059,842) 308,654,400 84,126,583 58,227,939 (11,033,350) 27,403,870 (63,779) 467,315,663 (138,060,652) (52,335,945) (40,215,096) (6,329,588) (12,438,720) 101,268 (249,278,733) 170,593,748 31,790,638 18,012,843 (17,362,938) 14,965,150 37,489 218,036,930 - No operations have been discontinued during the periods 2014 and 2013. The reportable segment “People” relates to natural persons who are the final users of the services and equipment provided. The reportable segment “Small and Medium Enterprises” generally relates to legal entities in which the goods and services acquired are used in productive processes or traded. The reportable segment “Corporations” has characteristics similar to those of Small and Medium Enterprises but relates to larger companies, government entities, banks and all kind of large companies. The reportable segment “Mobile Telephone Peru” relates to services provided by the subsidiary Nextel Perú S.A., acquired in August of 2013 (see note 13.1). The reportable segment “Other Business” relates mainly to network infrastructure services provided to other domestic as well as foreign telecommunication services providers. Such network leases included intercompany transactions with their respective allocation for each segment. This allocation ceased in March 2014. For comparative purposes, at an operating profit level, segmented information reported in December 2013 has been r. This segment also includes the operations of subsidiaries providing call center services both in Chile and abroad as well as the Group’s operations in Peru, which include the provision of corporation services, long distance and traffic services provided by Americatel Perú. Foreign operations conducted by the Group’s subsidiaries in Peru generated revenue for ThCh$179,892,222 and ThCh$72,044,232 and during the years 2014 and 2013, which are equivalent to 10.9% and 4% of the Company’s revenue for the related periods. Inter-segment transactions are stated at market prices which usually correspond to prices for sale to third parties. Due the Group’s business and financing, finance costs are not allocated. The results of reportable segments are determined at different levels with those at Ebitda level being the most significant because its components include mainly directly related allocations. The allocation of revenues and expenses to each operating segment considers existing correlations among them and with assets and liabilities; therefore, no mismatching allocations occur. The Entel Group provides mobile telecommunication services including voice, added value, data, broadband and mobile internet services as well as fixed network services basically focused on providing integrated solutions including data network, local telephony, Internet access, long distance public telephony, information technology integration services (data center, BPO and operating continuity) lease of networks and wholesale traffic businesses. The Group also provides call center services for the corporate market and Group companies. . 93 Annual Report 2014 - For Translation Purposes Only These businesses are conducted mainly in Chile. Businesses abroad are carried out by two subsidiaries operating in Perú which provide fixed network and call center services. From September 2013, Entel Peru was included to the Group offering mobile telephone services. At Group level, there are no clients concentrating significant revenue percentages. The analysis of invoices does not consider invoices issued to intermediaries for the magnetic charge of prepaid mobile telephone services. 28. CAPITAL MANAGEMENT Capital needs required to fund investments are satisfied using own resources arising from the issue of shares and the withholding of benefits as well as resources arising from long-term borrowings with third parties. According to the established policies, the level of indebtedness can reach a maximum of the greater of the following ratios: i) (Financial Debt - Cash)/Equity plus non-controlling interests, ratio equal to 1.5 times, or ii) (Financial Debt - Cash)/Ebitda for the last twelve months, ratio equal to 3.0 times. The calculation of both ratios considers, the Financial Debt less financial investments and cash. This financing policy was confirmed at the last Ordinary Shareholders’ Meeting held on April 25, 2013. According to the financial statements as of December 31, 2014, resources obtained from financing are represented by accumulated equity of ThCh$956,344,862 and current and non-current liabilities of ThCh$1,455,030,939. The mentioned liabilities include negative balances of ThCh$3,526,424 in relation to the valuation of exchange rate and interest rate hedging derivatives. Positive balances presented have not been deducted. At December 31, 2013, the Group’s total debt (financial and non-financial) amounts to ThCh$2,079,450,541 and, accordingly, the maximum indebtedness ratio is comfortably maintained. In case the Group experiences extraordinary investment needs exceeding the established limits, such needs must be subject to approval at Board of Directors Meetings presenting proposals for the related financing structures (issue of debt or equity securities, bank borrowings, loans from suppliers or any other capital financing methods). The Group’s bank borrowings or debt security issue contracts impose restrictions over the management and limits for financial ratios. These include the obligation not to exceed the Financial debt/Ebitda ratio of 4.0 times, Financial expenses /Ebitda ratio of 3.0 times. Further details on the procedures to estimate and state compliance with these restrictions are included in Note 30(e). In the event of failure to comply with any of the restrictions and limits imposed by credit contracts, creditors may demand repayment of all outstanding debts, without the possibility of appeal, legal action or challenge by the debtor. 29. RISK MANAGEMENT Technological change risk (unaudited). The evolution in telecommunication technologies makes it necessary to permanently review existing investment plans in order for them to be focused on satisfying the evolution in connectivity needs arising in markets. Technological changes arise from changes in demand habits as well as from the development of new communication methods whether related to applications or the speed used. The investment in new technologies can become obsolete before the term considered to repay the investment is completed thus generating that initial profitability estimates are not met. Annual Report 2014 - For Translation Purposes Only 94 As a result of the above, the risk of technological change is inherent to the industry in which the Group operates. The Group believes it is critical that they stay ahead of technologic development by actively managing the risk of such change. Accordingly, Entel has included an active and ongoing policy as a strategic development component for adopting cutting edge technologies and analyzing their expected return. Such a policy has allowed the Group being successful in adapting to the use of new technologies as well as being an integrated provider and adopting new methods for doing businesses. In line with this, new technology implementation and development has allowed the Group growth and diversification reducing its exposure to risks posed by individual services. Regulatory Risks (unaudited). Regulation plays a significant role in the telecommunication industry. Having stable standards and criteria allow properly evaluating projects and reducing investment risk levels; therefore, it is very important performing a proper follow-up of the evolution of standards. The main regulation in the telecommunication sector is the General Telecommunications Act, and over the last years there have been significant changes to the regulatory framework by means of obligations resulting from amendments to legislation including Network Neutrality, Modification of Primary Zones for local public telephone services; Recovery and Continuity of the Public Telecommunication System; Number Portability and Installation of Antennas Broadcasting and Transmitting Telecommunication Services and the Law that introduces Digital Terrestrial Television Subsequent to the implementation of the legal provision that reduced the primary zones from 24 to 1 in fixed telephony, during the first half of 2014 and ending in August in the Metropolitan Region, a single tariff zone was implemented for local telephone services, which has, in fact, partially changed the consumption behavior for telephone traffic. Additionally, with respect to Number Portability (started in December 2011) during the last quarter of 2014, the portability of supplementary service numbers was implemented. The first calendar was established by the Subtel, in which the geographical portability of local lines will be implemented in August 2015 and full portability (i.e., the same number can be used in fixed and mobile networks) will be implemented in February 2016. In terms of radio electric spectrum, considering the awarding of Block B frequency on the 2,600 MHz (LTE, Long Term Evolution or 4G) to WILL S.A., a subsidiary of the Entel Group, in March, the project engaged in the concession decree was completed, authorizing the project works of such frequency block. Additionally and within the framework of the public bid, with respect to the mandatory locations included, whose deadline for implementation is 2 years (up to March 2015), the concessionaire has already started receiving the work involved, totaling more than 80% of these obligations to the completed works at the end of the year. In addition, the public bid for awarding the concession of the public service of data transmission in the 700MHz, started in October 2013, subsequent to the bidding process where Entel was awarded the B block of this frequency, which has a greater amount of radio electric spectrum. This award is currently in its process of approval to obtain the final decree, after the Ministry favorably resolved the oppositions submitted and also rejected by the Court of Appeals (pursuant to the process established by the Law) the appeal, confirming the rejections already issued by the Administrative Authority. This radio frequency, as explained by several experts, is relevant to the supply of telecommunication services, especially high speed data transfer services (LTE), as it allows complementing the supply of LTE or 4G services with a band with greater indoor penetration and better rural coverage. Accordingly, a lawsuit was filed with the TDLC (by one of the same companies that submitted the opposition submitted) arguing that such bid did not create favorable conditions as it accumulated spectrum and did not guarantee its efficient use. This process is still under review by the TDLC, but has not yet generated the suspension of the administrative acts which are processed with the Subtel and/or the controllership. During 2014, date the new tariff decrees came into force, the General Instruction No.2 of the TDLC was implemented, which establishes that all commercial sales offers from mobile telephone companies should make no distinction between on-net and off-net minutes, i.e., all commercial offer will be classified as "Flat rate" or "Any destination." In addition, for the process started by the FNE (non-contentious) before the TDLC, through which it requested providing recommendations to the MINVU and Subtel so that both regulators modify the sectoral regulations and in their case perfect it, so that a greater number of suppliers can provide telecommunication services in 95 Annual Report 2014 - For Translation Purposes Only buildings and condominiums, the TDLC resolved in the same, i.e., it instituted the recommendation that such bodies establish regulations which oblige new building projects (buildings and condominiums) with the existence of a greater number of telecommunications service options. Subsequent to the parliamentary review in both houses, the Free Choice of Telecommunications Services Project was approved with a large majority, where obligations to buildings and condominiums are established to allow access for telecommunication services in this type of property, even retrospectively for the developments of buildings and condominiums already built. With respect to the tariff process of Entel PCS Telecomunicaciones, the first year of implementation of the new rates of the respective Tariff Decree Law is ending, and in accordance with this document, from January 2015 a new structural drop in rates of year 1 occurred, of approximately 15%. Accordingly, the tariff process of fixed telephony of Telefónica CTC is still awaiting approval. It accounts for more than 60% of the fixed-lines, where Subtel's final tariff proposal is a decrease in the access fee rate of 38%, which is currently under review by the controllership. Accordingly, it has entered the final stage of the Tariff Setting of VTR (fixed), where the tariffs proposed by Subtel and on which the regulatory body has insisted, are similar to those currently pending for Telefónica, which will involve reductions in payment of access fees of 40% on calls to this company. With respect to legislative Telecommunications, the draft bills that are outstanding, currently on parliamentary debate are the draft bill creating the Superintendence of Telecommunications, which regulates the minimum guaranteed internet speed and the draft bill that stops emergency calls, for the purpose of an adequate use of the service, avoiding irrelevant or prank calls. Additionally, during the third quarter the discussion of a draft bill began, which reformulates the Consumer Rights Law (SERNAC), to strengthen the activity of the agency and provide new powers. This project has made rapid progress, mainly driven by the Government, and our dealers through the trade association for mobile operators have submitted their comments for the bill. Finally, the new Regulation of Telecommunications Services was introduced in June, which in addition to establishing a new regulatory framework for telecommunication services in Chile, updates industry regulations by extending obligations that already existed in the telephony services to paid Internet access and Television services. Additionally, this new regulation covers new services such as roaming and value-added services, establishing conditions for their engagement, enabling and disabling, modifies collection documents, and requires a greater amount of information available for users These regulatory changes being introduced by the authority provide new business opportunities. Furthermore, the diversity and relative size of Entel protect it from the effects of adverse or inadequate regulation, reducing the risk created for its operations, cash flows, creation of value for shareholders, and contribution to the community. However, within a regulated industry such as the one in which Entel operates, changes in regulations or in the policies made by legal and regulatory authorities cannot be ruled out and have the potential to impact the company’s results or restrict its possibility for growth.. Exchange Rate Risk Entel’s debt is mostly held in foreign currency and includes long-term bank borrowings and bonds of US$2,100 million which are detailed in Note 15 to these financial statements. In addition, part of Entel’s suppliers, also detailed in Note 15, permanently generate obligations in foreign currency. Both represent liabilities which value changes on a daily basis as a result of exchange rate fluctuations. For this reason, Entel enters short and long-term foreign currency assets (derivatives) to protect against these variations and eliminate the risk of exchange rate fluctuations. Interest rate Risks The Group’s policy for hedging against the interest rate risk seeks to ensure that the level of hedging of its financial expenses allows the business performing adequately over time as well as having greater predictability and control over financial expenses. In general, there is a positive relation between the company’s business, economic cycle and interest rate level. This gives rise to a natural hedging between the business’ cash flows and financial expenses although in certain situations time gaps may occur. Annual Report 2014 - For Translation Purposes Only 96 The Company’s debt is mainly composed of international and local long-term bonds and hedging instruments denominated at fixed rates. However, to comply with the aforementioned objectives and those portions of variable rate debt, the Company is considering entering into interest rate insurance to fix interest rates, such as FRA or Cross Currency Swaps to reduce the potential variability arising from interest on debts agreed at variable interest rates (e.g. LIBOR, TAB, Cámara, etc.) The factors taken into consideration when making decisions include the review of implicit discounts in the curves of future rates (swap curves), market surveys, surveys of economic expectations provided by public entities and estimates regarding the economy and its impact on the main variables. Credit Risk The credit risk derived from balances with banks, financial instruments, marketable securities and derivatives is managed by the Finance and Management Control Management in conformity with the policies created for purposes of maintaining invested capital. These policies diversify risk by means of pre-established limits for the duration of placements, percentage by institution and the risk of instruments in which cash surpluses are invested. The investment instruments approved and used are those issued by the Chilean Central Bank or banking subsidiaries with high risk ratings. Investments may be denominated in the domestic or the main foreign currencies. The risk exposure related to the recovery of receivables arising from commercial operations is derived from the terms of payment that, due to the characteristics of the telecommunication industry, must be offered to direct customers, intermediaries, and other national and international operators with whom reciprocal connection agreements are held. The management of the risk related to receivables is intended to minimize exposure, insofar as possible given market conditions. Risk management processes differ based on the profiles of debtors and in conformity with segmented portfolio controls, including: consumers, SMEs, corporations, telecommunication companies, correspondents, distributors, large retailers and other channels for the distribution of goods and services. See Note 8. For each segment, there are prospective and predictive models that allow generating policies depending on the origin of the debt, which range from the prepaid services used for the customer/product combinations (presenting the highest risk) to the establishment of credit limits with and without collaterals, credit insurance, and other alternatives which are assessed on a case-by-case basis. Liquidity Risk In terms of providing the liquidity required to meet financial obligations in a timely manner, Entel plans for future maturities by searching the market alternative that can provide funds in a timely manner. During 2014 and 2013, installments due in June 2014 and 2015 were prepaid, thus avoiding the potential risks of the debt markets. The company has contracts for online bond issue of securities dematerialized bearer; also, approved credit lines with banks in Chile, to cover potential liquidity risks. A detail of the maturity dates of financial liabilities is provided in Note 16. 97 Annual Report 2014 - For Translation Purposes Only 30. CONTINGENCIES, LITIGATION AND COVENANTS* Contingencies related to direct commitments maintained by Group companies at December 31, 2014 and 2013, are as follows: a.Contingencies related direct commitments for foreign purchase orders of ThCh$9,084,526 and ThCh$13,346,964, respectively. All these purchase orders are recorded in foreign currencies and have been translated using the exchange rates at the end of each period. b. Contingency related to bank guarantee certificates provided to ensure compliance with contracts related to the award of 900 MHz frequencies, and the replacement of public use assets for the construction and maintenance of networks. At each period, these certificates amounted to ThCh$84,063,494 and ThCh$104,421,568, respectively. c. At December 31, 2014, significant lawsuits and legal procedures that could represent a loss contingency for the Group companies are as follows: Vulco S.A. vs. Entel S.A. Court: Arbitral Court Notification: December 12, 2014 Matter: Arbitration Plaintiff: Vulco S.A. Request: Compensation for damages of Ch$270 million. Cause of action: Breach of obligation to return property and compensation for damages. Current procedural stage: As of December 9, 2014, plaintiff filed the lawsuit, sending the related background information on December 12, 2014. The case is in the course of completion for of information gathering. Probable outcome: It is considered likely that the case will be rejected on poor legal grounds.. Promotora Promout vs. Entel y Entelphone S.A. Court: 18th Civil Court of Santiago, Case No.: 1250-2006. Notification: March 17, 2006 Defendants: Entel and Entelphone Request: Compensation of UF46,000 for consequential and moral damages. Cause of action: Alleged damages for non-compliance with telemarketing contract. Current procedural stage: On October 17, 2014 the plaintiff submits a written document requesting the parties to hear sentence as probationary period had ended. On December 11, 2014, the Court sent a subpoena for the parties to hear the judgment. Probable outcome: It is considered likely that the case will be rejected based on poor legal grounds. Manzano vs. Entel S.A. Court: 1st Civil Court of Puerto Montt Case No.: 6286-2010 Notification: December 27, 2010 Matter: Compensation of damages. Plaintiff: Federico Isaías Manzano Vera Request: Compensation of damages for Ch$100,808,000. Annual Report 2014 - For Translation Purposes Only 98 Cause of action: Leal non-compliance due to the fact that a false crime was imposed on the defendant. Current procedural stage: Court accepts objection of gross incompetence. Plaintiff filed an appeal. Case No. 384-2011. On July 25, 2011, the court annulled the appeal ruling rejecting the objection. Enforcement ordered on August 2. Case filed since June 22, 2012. File No. 130-2012 Probable outcome: None, case ended. Motta vs. Ericsson Chile S.A. Court: 8th Civil Court of Santiago. Case No.: 35257-2011 Notification: October 5, 2012 Matter: Compensation of damages. Plaintiff: Carlos Motta Pouchucq Request: Compensation of Ch500 million. Cause of action: Death from accident in the workplace. Current procedural stage: On December 5, 2014, the intended suspension was rejected. In the same resolution the original ruling was confirmed as favorable for Entel. Probable outcome: Pending completion of the term (December 24) to request written notice that the judgment has been declared as enforceable. Medel vs. Garrido y Entel S.A. Court: 24th Civil Court of Santiago. Case No.: 15404-2012 Notification: March 12, 2013 Matter: Compensation for damages for extra contractual liability in major claim in ordinary proceedings. Plaintiff: Pamela de las Mercedes Medel. Defendants: (1) Dhanna Andrie Garrido Burgos (2) Beltran Charizola and Balaguer Ltda. or Incobech Ltda. (3) Empresa Nacional de Telecomunicaciones S.A. (joint defendants) Request: Joint responsibility in conformity with Article No.183 and others of the Labor Code and payment of Ch$250,000,000 to the employee’s mother. Cause of action: Labor accident. Current procedural stage: On June 16, 2014 the settlement hearing was scheduled to occur but did not take place. On June 23, 2014, the case is received for the evidentiary stage, which is still pending. Probable outcome: It is considered likely that the case will be rejected on poor legal grounds. Plug & Play Net S.A. vs. Entel S.A. Court: Arbitral Court. Notification: November 20, 2013 Matter: Arbitrage. Claim for compensation of damages. Request: Claim for compensation of damages. Cause of action: non-compliance with contract. Current procedural stage: On November 20, 2013, notified of the claim for compensation of damages filed by Plug & Play Net S.A., based on the alleged non-compliance of Entel with its obligation to provide the transmission of cable television to Villarrica and Temuco via fiber optics. Such alleged non-compliance would have caused damages to the plaintiff of Ch$4,000,000,000, approximately. On April 23, 2014 Entel responded the complaint and filed a counterclaim. On June 20, 201, a written document was submitted. On December 15, 2014, a written document was submitted on behalf of Entel, answering the request as to its position in the administrative appeal for review submitted by the plaintiff regarding the legal action. The resolution on the administrative action for review submitted by both parties is pending. Outcome: It is considered likely that the case will be rejected based on poor legal grounds. 99 Annual Report 2014 - For Translation Purposes Only ACB Ingeniería vs. Entel S.A. Court: 25th Civil Court of Santiago. Case No.: 12.403-2014. Notification: September 23, 2014. Matter: Compensation for damages by liability in tort in ordinary procedure for a large amount. Plaintiff: ACB Ingeniería Limitada. Defendant: Empresa Nacional de Telecomunicaciones S.A. Request: Compensation of damages for Ch$1.116.720.000. Cause of action: Breach of contract. Current procedural stage: On October 13, 2014 Entel submits a written document deducting a dilatory plea for the existence of arbitration clause in the contract on which the plaintiff is based. On November 5, 2014 the plaintiff answered the request as to its position. Finally, on December 4, 2014, the Court accepts the exception, and declared incompetent to continue to review the case, which ended the case. As a result, ACB Engineering must submit the case with an arbitrator if it intends to continue with the lawsuit. Probable outcome: None, case ended. Arriagad con Claro Chile vs. Entel PCS. Court: 3rd Civil Court of La Serena Case No.: C-683-2014 Notification: October 15, 2010 Matter: Claim for compensation of damages Plaintiff: Sandra Arriagada Aliaga Request: Compensation of Ch$250 million. Cause of action: Installation of antennas with harmful effects. Current procedural stage: On October 15 Entel submitted a written document to begin the evidentiary stage to process the incident because of the dilatory exceptions filed by Claro Chile S.A., because not all defendants have been noticed. On October 27, 2014 a written document is submitted presenting Entel's dilatory exceptions. As of the present date, such written document has not get been provided. Probable outcome: It is considered likely that the case will be rejected based on poor legal grounds. d. Tax Procedures >>The Parent has been notified of the following tax settlements by the Chilean Internal Revenue Service: 1) Settlements 4 and 5 dated April 25, 2007. These settlements request refunds of ThCh$2,641,281 plus adjustments for inflation, interest and fines, derived from allocations and adjustments made by the Company in calculating its profits for tax years 2004 and 2005, which according to the Service are not correct. The final stage in this process corresponds to the filing of a claim against the tax court dated on July 11, 2007 which is currently pending. 2) Settlements 33–36, September 1, 2009. These settlements request refunds and tax payments for ThCh$4,657,018, plus adjustments for inflation, interest and fines, derived from allocations and adjustments made by the Company in calculating its profits for the tax years 2007 and 2008, which according to the Service are not correct. On January 7, 2011, the Service issued resolution 59-2010, which only partially accepted the request for the review of the tax audit presented on November 13, 2009. An appeal was made against this resolution in the tax courts which is currently in the probationary stage. Annual Report 2014 - For Translation Purposes Only 100 On April 30, 2008, the subsidiary Call Center S.A. was notified by the Chilean Internal Revenue Service about Subpoena No.26, dated April 29, 2008. This subpoena contests the tax losses declared by the Company up to tax year 2005 for a total of ThCh$11,599,818. If the claim is successful, it will not be possible to use these losses against future earnings. On August 31, 2009, the Chilean Internal Revenue Service issued resolution 59-02, which only partially accepted the request for the review of the tax audit presented on September 9, 2009. An appeal was made against this resolution in the tax courts which is estimated to be accepted based on the grounds presented. The subsidiary Entel Contac Center S.A. (formerly-Satel S.A.) has been denied refunds of provisional tax payments of ThCh$103,109 and ThCh$81,510 for the tax years 2003 and 2004 , respectively. Currently, the Company is waiting for the court to enter evidentiary stage. e. There are management restrictions and limits on financial indicators (covenants) imposed by the syndicated loan contract led by Citibank, N.A., credit contracts with Scotiabank & Trust (Cayman) Ltd. and the Bank of Tokyo-Mitsubishi UFJ, Ltd., and the contracts for issuing dematerialized debt bonds. The most significant of these stipulate the following: No merger or consolidation with another company is allowed unless the Company continues to exist and none of the limits established by the debt covenants are broken. Neither the company nor its subsidiaries may sell assets without considering: i) The asset’s fair value ii) Sales or lease operations for assets must not exceed 35% of assets in each year, except for obsolete or unnecessary inventory, operations involving cash or cash equivalents, customer agreements, and other operations arising in the normal course of business. iii) Any sale of shares in the subsidiary Entel Telefonia Personal S.A. must guarantee retention of at least 50% of the shares and the possibility of having a majority on the board of directors. Assets must not be pledged, with the exception of pledges existing as of August 13, 2007 not exceeding US$60 million and related to securitization operations, leases or credit letters, deferred taxes, duties on new acquisitions, or projects not exceeding certain specified amounts.. The consolidated indebtedness ratio must not exceed 4:1. In calculating the ratio, only financial debts are considered (i.e. debts arising from goods and services related to the line of business are excluded) in relation to the sum of the profit for the period plus depreciation, amortization, and other expenses that do not represent cash flows (EBITDA). The consolidated interest hedge ratio must not be less than 3:1. For this purpose, the ratio of EBITDA and net financial expenditure is considered, both estimated for the last twelve months prior to the end of each quarter. In the event of non-compliance with any of these requirements, creditors can demand payment of all indebted amounts, without any right to appeal, legal action or challenge by the debtor. At December 31, 2014, the Company complies with all these requirements. Based on audited or unaudited financial statements, as applicable, the company calculates and monitors compliance with the covenants included in credit contracts on a quarterly basis. These estimates are carried out in line with the definitions included in the agreements. 101 Annual Report 2014 - For Translation Purposes Only At December 31, 2014, the results of the monitoring for the quantitative covenants are as follows: Consolidated indebtedness indicator (Debt/EBITDA). The ratio is 3.6:1 compared to the maximum permitted level of 4:1. Indicator for coverage of consolidated interest (EBITDA / Financial Expenses). The ratio is 9.34:1, compared to the minimum permitted level of 3:1. f. Contingency for possible expenditure resulting from amendments to the Urban Development Act, which establishes regulations for the installation of antennas (the Antennas Act), as discussed under regulatory risks in note 29.. 31. THIRD PARTY GUARANTEES The Group companies have not received any guarantees from third parties in relation to the acquisition of assets, loan operations, or to guarantee any other type of obligation. 32. ENVIRONMENT The Companies have not made any disbursements for environmental standards. 33. RESEARCH AND DEVELOPMENT During the periods covered by the financial statements herein, the Group companies have not conducted any research and development activities. However, the parent maintains a contract with the main public agency responsible for promoting innovation (Corfo’s Innova Chile Committee) in order to promote business innovation, innovative entrepreneurship, technology diffusion and transfer, and public innovation. The expenses incurred up to date in the context of this initiative do not yet qualify as research or development expenses. In conformity with this contract, a modern Innovation Center focused on the generation of high technology projects was created, with the joint participation of clients and technological allies. 34. SANCTIONS The Group companies and their directors and managers have not been subject to sanctions of any nature by the Chilean Securities and Insurance Commission or any other regulatory authorities. 35. FINANCIAL INFORMATION FOR SUBSIDIARIES The financial information for the subsidiaries included in these consolidated financial statements is provided below. Transactions and balances with the parent are also included. The above information has been prepared in conformity with International Financial Reporting Standards. Annual Report 2014 - For Translation Purposes Only 102 a) Financial statements: 31.12.2014 Company Entel PCS Telecomunicaciones S.A. Entel Comercial S.A. Entel Inversiones S.A. Entel Servicios Telefónicos S.A. Entel Call Center S.A. Entel Telefonía Local S.A. Micarrier Telecomunicaciones S.A. Entel Contact Center S.A. Entel Servicios Empresariales S.A. Soc.de Telecomunicaciones Instabeep Ltda. Transam Comunicaciones S.A. Will S.A. Americatel Perú S.A. Servicios del Call Center del Perú S.A. Nextel Perú S.A. Entel Internacional B.V.I Corp. Assets 31.12.2014 Profit Comprehensive Current Non-current Current Liabilities Non-current Revenue (Loss) Income 264,852,860 767,788,001 264,379,336 325,426,250 1,160,219,986 135,190,069 135,190,069 16,623,368 142,444 13,443,600 - 1,214,697 564,636 564,636 (7,655,548) 9,822 25,469,486 504,367 - - (8,196,466) 328,553 1,101,045 214,603 944 739,669 441,519 441,519 7,031,991 23,451,114 3,071,539 18,980,067 20,467,223 1,968,622 2,109,694 27,557,626 8,951,369 17,487,399 - 78,946,832 8,131,155 8,131,155 257,917 2,259,054 176,498 - 169,900 177,342 177,342 1,772,354 5,947,754 926,703 - 8,450,067 1,186,828 1,186,828 399,052 1,161,027 433,731 - 4,633,368 344,002 344,002 3,944 1 - 788,484 - (44,023) (44,023) (1,376,060) 1,381,624 1,037,935 770,448 6,019,635 53,470,226 (1,376,060) 393,027 3,981,342 118,205 5,387,158 - (517,676) (517,676) 6,080,402 24,104,925 6,767,101 7,249,393 28,453,484 1,884,320 1,884,320 4,231,355 3,400,582 2,218,561 2,990,330 13,669,458 849,612 849,612 126,418,719 510,095,882 202,414,483 322,497,929 153,172,432 (92,243,683) (92,243,683) 25,989 242,174 - - - 67,157 67,157 31.12.2013 Company Entel PCS Telecomunicaciones S.A. Entel Comercial S.A. Entel Inversiones S.A. Entel Servicios Telefónicos S.A. Assets 31.12.2013 Liabilities Profit Comprehensive Current Non-current Current Non-current Revenue (Loss) Income 380,860,380 680,804,620 321,934,367 335,095,607 1,283,671,958 131,099,800 131,099,800 15,899,960 126,343 13,105,872 - 1,430,075 628,519 628,519 7,223 32,762,868 144,027 - - (506,811) 152,560 551,976 439,612 218,584 - 887,555 212,619 212,619 Entel Call Center S.A. 10,120,190 19,634,489 6,556,725 15,597,542 20,865,186 1,400,278 1,408,482 Entel Telefonía Local S.A. 17,528,513 10,361,589 16,463,465 13,828 61,456,985 2,651,607 2,651,607 184,145 2,307,051 328,065 - 177,714 139,229 139,229 2,607,618 3,732,468 736,947 - 7,438,075 789,966 789,966 412,171 832,122 463,533 - 4,552,420 257,145 257,145 3,737 1 - 744,254 - (16,479) (16,479) Micarrier Telecomunicaciones S.A. Entel Contact Center S.A. Entel Servicios Empresariales S.A. Soc.de Telecomunicaciones Instabeep Ltda. Transam Comunicaciones S.A. 1,406,368 1,805,815 369,164 5,226,827 26,376,167 269,834 269,834 366,910 4,128,448 169,718 4,949,684 - (671,145) (671,145) Americatel Perú S.A. 5,387,517 103,917,596 59,611,285 3,887,072 21,965,883 1,010,769 1,010,769 Servicios del Call Center del Perú S.A. 2,314,357 2,510,807 2,381,058 1,011,749 9,644,207 610,024 610,024 115,208,682 244,143,106 56,310,272 101,412,786 47,025,737 (13,186,086) (13,186,086) 25,016 211,233 35,298 - - 16,366 16,366 Will S.A. Entel Perú S.A. (Ex Nextel Perú S.A.) Entel Internacional B.V.I Corp. 103 Annual Report 2014 - For Translation Purposes Only b) Balances due to and from the parent: DUE FROM SUBSIDIARIES Current Tax ID Number Company Country Currency Non-current 31.12.2014 31.12.2013 31.12.2014 ThCh$ ThCh$ ThCh$ 31.12.2013 ThCh$ 324,680,428 96.806.980-2 Entel PCS Telecomunicaciones S.A. Chile CLP 35,176,732 15,115,960 309,301,190 96.554.040-7 Entel Servicios Telefónicos S.A. Chile CLP 6,511 - - - 96.563.570-K Entel Call Center S.A. Chile CLP 68,422 - 13,764,970 13,339,787 - 96.548.490-6 Micarrier Telecomunicaciones S.A. Chile CLP 3,337 2,819 - 96.697.410-9 Entel Telefonía Local S.A. Chile CLP 955,046 1,333,812 - - 96.553.830-5 Entel Contact Center S.A. Chile CLP - - - 56 744,254 79.637.040-8 Instabeep Ltda. Chile CLP - - 788,484 96.652.650-5 Transam Comunicación S.A. Chile CLP 360,089 621 6,019,636 5,226,827 96.833.480-8 Will S.A. Chile CLP 438 415 5,387,159 4,949,684 0-E Nextel Perú S.A. Perú USD 11,409 - 300,182,759 84,010,409 0-E Americatel Perú S.A. Perú USD 965,102 196,121 5,799,003 2,720,871 0-E Servicios de Call Center del Perú S.A. Perú USD Total 40,215 49,187 2,699,682 1,262,419 37,587,301 16,698,935 643,942,883 436,934,735 31.12.2014 31.12.2013 31.12.2014 31.12.2013 ThCh$ ThCh$ ThCh$ ThCh$ DUE FROM SUBSIDIARIES Current Tax ID Number Company Country Currency Non-current 76.479.460-5 Entel Comercial S.A. Chile CLP 4,794 9,588 - - 96.561.790-6 Entel Inversiones S.A. Chile CLP - - 4,607,301 4,574,747 414,295 96.554.040-7 Entel Servicios Telefónicos S.A. Chile CLP 57,334 48,578 1,084,988 96.563.570-K Entel Call Center S.A. Chile CLP 2,037,238 1,331,279 - - 96.548.490-6 Micarrier Telecomunicaciones S.A. Chile CLP - - 2,067,437 2,113,274 5,003,058 96.697.410-9 Entel Telefonía Local S.A. Chile CLP - - 13,647,165 96.553.830-5 Entel Contact Center S.A. Chile CLP 49,639 77,510 244,813 932,675 96.672.640-7 Entel Servicios Empresariales S.A. Chile CLP 387,930 408,420 942,262 800,416 Perú USD 920,658 - - - Islas Virg. Bri USD - - 239,677 207,230 3,457,593 1,875,375 22,833,643 14,045,695 0-E Americatel Perú S.A. 0-E Entel B.V.I Corp. Total Annual Report 2014 - For Translation Purposes Only 104 c) Transactions between the parent and subsidiaries: Tax ID Number 31.12.2014 Company Transaction 31.12.2013 Amount ThCh$ Credit (debit) to profit or loss Amount ThCh$ Credit (debit) to profit or loss 96.806.980-2 Entel PCS Telecomunicaciones S.A. Servicios Prestados 125,302,105 125,302,105 112,917,367 112,917,367 96.806.980-2 Entel PCS Telecomunicaciones S.A. Servicios Recibidos 9,200,148 (9,200,148) 10,255,829 (10,255,829) 96.806.980-2 Entel PCS Telecomunicaciones S.A. Préstamos Otorgados - - 62,191,846 - 96.806.980-2 Entel PCS Telecomunicaciones S.A. Préstamos Recibidos 34,221,515 - - - 76.479.460-5 Entel Comercial S.A. Servicios Prestados 1 1 19,523 19,523 96.561.790-6 Entel Inversiones S.A. Préstamos Reembolsados - 20,866,220 - 96.561.790-6 Entel Inversiones S.A. Préstamos Otorgados 198,885 - - - 96.554.040-7 Entel Servicios Telefónicos S.A. Servicios Prestados 84,352 84,352 67,236 67,236 96.554.040-7 Entel Servicios Telefónicos S.A. Servicios Recibidos 613,855 (613,855) 605,972 (605,972) 96.554.040-7 Entel Servicios Telefónicos S.A. Préstamos Recibidos 663,668 - 364,112 - 96.563.570-K Entel Call Center S.A. Servicios Prestados 305,759 305,759 312,704 312,704 96.563.570-K Entel Call Center S.A. Servicios Recibidos 8,273,295 (8,273,295) 6,222,065 (6,222,065) 96.563.570-K Entel Call Center S.A. Préstamos Otorgados - - 1,724,557 - 96.563.570-K Entel Call Center S.A. Préstamos Recibidos 32,002 - - - 96.697.410-9 Entel Telefonía Local S.A. Servicios Prestados 21,460,809 21,460,809 21,898,463 21,898,463 96.697.410-9 Entel Telefonía Local S.A. Servicios Recibidos 2,728,369 (2,728,369) 3,229,405 (3,229,405) 96.697.410-9 Entel Telefonía Local S.A. Préstamos Recibidos 7,627,644 - 8,120,757 - 96.548.490-6 Micarrier Telecomunicaciones S.A. Servicios Prestados 72,354 72,354 38,249 38,249 96.548.490-6 Micarrier Telecomunicaciones S.A. Préstamos Recibidos - - 93,157 - 96.548.490-6 Micarrier Telecomunicaciones S.A. Préstamos Otorgados 136,677 - - - 96.553.830-5 Entel Contact Center S.A. Servicios Recibidos 722,729 (722,729) 373,336 (373,336) 96.553.830-5 Entel Contact Center S.A. Préstamos Recibidos - - 1,132,096 - 96.553.830-5 Entel Contact Center S.A. Préstamos Otorgados 723,230 - - - 96.672.640-7 Entel Servicios Empresariales S.A. Servicios Recibidos 4,633,369 (4,633,369) 4,552,420 (4,552,420) 96.672.640-7 Entel Servicios Empresariales S.A. Préstamos Recibidos - - 356,725 - 96.672.640-7 Entel Servicios Empresariales S.A. Préstamos Otorgados 76,267 - - - 96.652.650-5 Transam Comunicación S.A. Servicios Prestados 75,927 75,927 15,142 15,142 96.652.650-5 Transam Comunicación S.A. Préstamos Otorgados 764,526 - - - 96.833.480-8 Will S.A. Servicios Prestados 4,304 4,304 4,133 4,133 96.833.480-8 Will S.A. Préstamos Otorgados 410,654 - 539,296 0-E Americatel Perú S.A. Préstamos Otorgados 4,447,042 - 0-E Americatel Perú S.A. Servicios Prestados 1,085,500 1,085,500 906,243 906,243 0-E Americatel Perú S.A. Servicios Recibidos 757,530 (757,530) 247,625 (247,625) 0-E Servicios de Call Center del Perú S.A. Préstamos Otorgados 2,995,058 - 178,573 - 0-E Servicios de Call Center del Perú S.A. Servicios Prestados 122,846 122,846 106,710 106,710 0-E Servicios de Call Center del Perú S.A. Servicios Recibidos 279,400 (279,400) 283,833 (283,833) 0-E Nextel Perú S.A. Préstamos Otorgados 314,059,778 - 91,345,076 - - 36. SUBSEQUENT EVENTS Between January 1, 2015 and the date of issuance of these consolidated financial statements, no other subsequent events have occurred that could significantly affect the amounts contained herein. 105 Annual Report 2014 - For Translation Purposes Only _ Ratio Analysis Consolidated Financial Statements I. FINANCIAL STRUCTURE, EVOLUTION OF REVENUE, EXPENSES AND PROFITABILITY Financial ratios This document presents the changes noted in the most significant financial ratios over the last twelve months. Information is not adjusted for changes in the purchasing power of the currency. In conformity with International Financial Reporting Standards (IFRS) as issued by the IASB, in 2008 the Company has not price-level adjusted its figures. Consumer Price Index for the year ended December 31, 2014, has recorded the following variations: 4.6% for the last twelve months; 22.7% from the date in which the application of price-level adjustment was discontinued Dec 31, 2014 Dec 31, 2013 LIQUIDITY RATIOS Current liquidity (times) (Current assets /Current liabilities) 1.50 1.10 Acid ratio (Cash and cash equivalents / Current liabilities) 0.65 0.04 217.44 156.16 INDEBTEDNESS RATIO (times) Indebtedness ratio (%) (Total debt / Equity) Current debt portion (%) (Current liabilities / Total debt) 28.20 37.45 Non-current portion (%) (Non-current liabilities / Total debt) 71.80 62.55 1.88 9.49 Interest coverage (Income before taxes and interest/financial expense) EFFICIENCY AND PROFITABILITY RATIOS Profit margin (%) (Profit on revenue) 3.44 9.03 Equity profitability (%) (Profit for the year on average equity) (annual) 6.15 17.34 Asset profitability (%) (Net profit for the period on average asset) (annual) 2.13 7.44 238.75 621.36 PROFABILITY AND VALUE PER SHARE Earnings per share (annual) ($) Dividend yield (%) (Dividend last twelve months / share quotation at year end) 3.77 5.26 Book value per share (Equity / number of shares) ($) 4,043.34 3,725.15 Market value per share ($) 6,096.60 7,130.60 Ebitda (Earnings before income tax, interest, adjustments and exchange-rate fluctuations depreciations, amortizations and extraordinary items). Profit or loss at EBITDA level decreased from Ch$467,316 to Ch$370,150 million, compared with the same period in prior year, a decrease of 20.79%. EBITDA was affected by the impact of the development of the operation in Entel Perú. However, when excluding from each period the profit or loss of the subsidiary in Peru, the EBITDA shows an increase of 0.28%. Annual Report 2014 - For Translation Purposes Only 106 During August 2013, Entel Chile S.A. acquired Nextel Perú (currently Entel Perú), the third largest mobile telephone company in Peru. The transaction amounted to US$410.6 million and involved the company’s entire share capital. The financial statements of Entel Perú were first included in the consolidated financial statements of Entel on August 31, and its profit or loss was recognized starting from September 1, 2013. The inclusion of Entel Perú implied at a profit or loss level, the recognition during this period compared to the prior period of higher revenue of ThCh$105,705 million net of intercompany operations, and a higher net loss of ThCh$79,057. From October 2014, Nextel Perú was officially renamed Entel Perú, thus consolidating the change in the brand in Peru. An aggressive advertising campaign was launched focused on boosting the brand and services in that market. The campaign has been focused on achieving a relevant position in Peru, promoting a segmentation of the personal and corporate customers, redesigning the commercial offer and customer service, and expanding the distribution channels. Additionally, the Entel Perú has significantly extended and improved the current mobile network and the 2G, 3G and 4G technologies, the latter being the largest in the Peruvian market. Also, points of sales and services have been doubled and the handset offer has been improved. Evolution of financial ratios Between the periods, we noted a decrease in Entel Group’s efficiency financial indicators, which is associated with margin and profit contraction over the last twelve months, commented upon below. Additionally, certain indicators are impacted by the incorporation of Entel Perú during the second half of 2013. Efficiency and Profitability Ratios (profit margin and profitability on equity and assets), have been mainly affected by the incorporation of profit or loss of Entel Perú, which includes significant investments with related expenses, as well as higher indebtedness levels related to the expansion of its infrastructure and commercial offer required to developed its long-term strategy to participate in the Peruvian market. In a highly competitive environment, after the entry to the market of new competitors and the start of the number portability system at the beginning of 2012, and the reduction in mobile termination rates in Chile by 75% at the beginning of 2014, the Company has been able to maintain growth, particularly in post-paid mobile services that represent a higher value, as well as growth in data services and information technology (IT), provided over a fixed network (focused on business segments). The indebtedness ratio has increased from 156% to 217%. This change is due to the combined effect of an increase of ThCh$705 million or 51% in liabilities and, an increase of ThCh$75 million or 9% in equity. The net increase in liabilities is mainly due to an increase in financial liabilities of ThCh$615 million, and in accounts payable to suppliers of ThCh$62 million, used to increase the investments in property, plant and equipment under the Company’s expansion plan, as well as the increase in operations and normal business use. In addition, the increase in equity was due from higher net retained earnings from the dividend distribution, as well as due to the increase in reserves for exchange rate differences for investments in Peru’s companies, as a result of the increase in exchange rates, cash flows hedging reserves from the increase the market values of financial derivative instruments, and the increase in retained earnings for the effect on net deferred tax assets resulting from the increase in the tax rate from the tax reform. There were no significant effects associated with exchange rate fluctuations as these have been offset by the currency risk hedging policies instituted by the Group. This policy is based on hedging such exposure using financial derivatives instruments. Liquidity ratios increased from 110% to 150% (current assets over current liabilities), because of a higher percentage of current assets compared with current liabilities, due to an increase of ThCh$360 million in cash and cash equivalents related to funds obtained from bond placements during 2014, as well as an increase of ThCh$71 million in current liabilities mainly from the increase in trade payables to suppliers of ThCh$62 million. 107 Annual Report 2014 - For Translation Purposes Only The interest coverage ratios shows an adequate level of solvency, reaching 1.9 times, showing a decrease compared with the prior period mainly due to the increase in finance costs associated with a higher indebtedness, and a decrease in profits resulting from the expansion of the operation in Peru. The position of this ratio is even more significant when considering net finance costs; i.e., by offsetting finance income and finance expenses. If measured using this method as of December 31, 2014 the ratio is higher than 2.1 times. Likewise, if the calculation is made on the basis of cash flows, considering profit before depreciation, the ratio is slightly higher than 7.6 times. The calculation of interest coverage ratios considers interests from bank borrowings, differences in rates because of the use of interest rate hedging agreements and interests from finance lease contracts as finance expenses. Interest is calculated on the basis of the effective rates, in accordance with the amortized cost procedures contained in IAS 39. We noted an increase of ThCh$778 million or 34% in the Group’s total assets. The main variations during the last twelve months in total assets are noted in the caption Property, plant and equipment, which shows a net investment of ThCh$281 million. This corresponds to the amount by which investments exceeded depreciation for the period; and where gross investments amounted to ThCh$514 million. Additionally, there is an increase of ThCh$360 million in cash and cash equivalents related to funds obtained in the in the bond placement during the current year to face the Company’s growing plans, ThCh$104 million in other non-current non-financial assets for derivative contracts as part of the Company’s currency and interest rate hedging strategy, and an increase of ThCh$78 million in deferred tax assets during such period. These increases are slightly offset by a decrease in trade receivables and inventories of ThCh$26 million and ThCh$43 million, respectively. The 82% of investments in property, plant and equipment of the Entel Group, including its subsidiaries in Peru, was focused on higher development services, particularly mobile services, and 18% on investments in fixed telephony network platforms and infrastructure. The investment in mobile services mainly related to investments in network infrastructure. During the last twelve months, the Company recognized investments of ThCh$5 million in real estate, related to works performed in one of the towers in Parque Titanium, destined to become the Group’s headquarters. As of December 31, 2014, investment in real estate amounted to ThCh$57 million. Current inventories mainly relate to mobile handsets tied to services users. Inventory levels, activities and turnover are determined on the basis of portfolio growth projections, the demand for handset renewal, changes in technology, and customer retention campaigns. Market ratios Entel Group is part of a highly competitive market in the different lines of services offered by the Group. Entel continues to leverage from the sound evolution of its high-value mobile customers despite the slowdown in the industry in Chile, in line with a lower dynamism in the Chilean economy The Company continues its commitment to maintain a business model based on cornerstones such as the high quality of services, the best network infrastructure and a high degree of innovation, which allows flourishing in highly competitive markets. Annual Report 2014 - For Translation Purposes Only 108 Over the last few years, there have been variations due to the large number of competitors in the telecommunication market. In the mobile services area, the new operators to which the authorities granted spectrum, as well as the gradual incorporation of Mobile Virtual Network Operators (MNVO), has broaden competition Entel Group entered into a local roaming agreement and MNVO agreements with different market players, whereby Entel grants access to mobile networks in areas where they have no coverage using its own networks, and also offer network infrastructure services. In addition, at industry level, we have noted a trend to provide increasingly technologically advanced and expensive mobile handsets to customers. The use of this range of handsets allows increasing the supply of classes of services, particularly in the mobile data area. The Company has continued to apply its strategy to increase the use of mobile data, where it has made significant investments to increase the penetration by smartphones into the market. Through to the present date, 66% of post-paid customers have a data or multimedia plan, which represents a sound increase compared with that 55% recorded in December 2013. Additionally, in the prepaid segment, the service penetration has growth significantly in time. In the corporate segment, the Company has continued consolidating and increasing its leadership, both in mobile services and in integrated voice, data and internet services, as well as the IT outsourcing offer. The Group’s favorable positioning is its main strength to face the market adjustments lying ahead. In the mobile service area, which represents 78% of the current year revenue, the “Entel” brand maintains a strong positioning, and it is preferred by a large number of costumers. Through to the present date, such factors have been crucial for managing market share policies and customer portfolio composition (post-paid and pre-paid). In the last ranking generated by the Undersecretary of Telecommunications (Subtel), Entel leads such customer satisfaction ranking with 51.6%, on top of the other carriers. In terms of mobile accessibility, Entel was in first place with 99.3%. Also, for twelve consecutive years, Entel has maintained its first place in Mobile Service Customer Satisfaction, as awarded by the Organización Pro Calidad and Revista Capital in August 2014. During 2013, Entel obtained Cisco’s Partner Gold certification, being the only Chilean company to obtain it. This certification is the highest recognition awarded by Cisco to its partners, and shows that Entel has all the technical, business and service excellence qualities required to provide Cisco systems supported solutions to its customers. To achieve this, the Company performed individual certification and training processes in three technological architectures: Borderless Network, Collaboration and Datacenter. At the end of 2013, Asociación Iberoamericana de Relaciones Empresa Cliente (AIAREC) provided Entel with the “2013 Best Customer Experience” award for Telecommunications in Chile. That year, the survey included the opinion of nearly 4,000 Chilean customers who assessed their experience with the brand, the products, services and channels During December 2013, Entel was awarded the “Best Place to Innovate 2013” for being the best telecommunications company in Chile for innovation. This award, granted in collaboration with the School of Business of Universidad de Chile, CORFO and the research company CADEM, was based on the First Perception Ranking performed by InnovAcción highlighting s creativity, innovation and effective change. Market policies applied have been successful in focusing specially on customers under post-paid agreements, whose Minutes of Usage (MOU) and Average Revenue per User (ARPU) are higher than those of pre-paid customers. On a regular basis, the Group conducts an analysis of the main players in the telecommunications industry, either for mobile services and fixed network services. Over the last twelve months, the mobile telephony customer base in Chile decreased by 3%, achieving a total of 10,102,116 customers. The most significant change noted corresponds to a decrease in the post-paid customer base (both voice and mobile broadband), related mainly to lower promotions associated with the decrea- 109 Annual Report 2014 - For Translation Purposes Only se of 75% in mobile termination rates, the migration towards other means of data surfing of mobile broadband customers and the weaker economic environment. Also, Entel has captured in a highly competitive and promotion environment, an larger number of post-paid customers, with the creation of value where the postpaid customer base (both voice and mobile broadband) increased by 4%, representing a 35% of the total mobile telephony customer base in Chile. To continuously improve customers’ use experience in the mobile telephony plans, at the end of Q3 the Group launched a new multimedia data plan offering, introducing the feature of charging for the data used in excess of the plan limit engaged, instead of reducing the browsing speed. Currently, all the range of multimedia plans contains such feature. The transition to such limited data plans has been highly adopted, where the new multimedia plans offer a larger data capacity and improve the customer’s use experience. Additionally, during the last quarter, the Company started the offering that all multimedia plans with data caps exceeding 5GB were upgraded to unlimited calls. The Company is leader in providing telecommunication services with a high degree of innovation, became the first company in Chile and Latin America to perform a successful 4G LTE test in the 700MHz band. With the introduction of this technology, the Company will be able to offer higher speed data plans improving the coverage in indoor spaces. In relation to the pre-paid modality, the Company has been targeting high value customers, promoting the introduction of smartphones, thus increasing the use of mobile data plans. A gradual positioning in the corporate customer segment continuous to be observed, particularly for the rendering of integrated voice, data and Internet solutions, as well as Information technology (IT) services. The Group has developed different service proposals for the corporate segment on the basis of a solid mobile infrastructure and network GPON, and datacenter capabilities, through the converging sale of fixed and mobile services. The expansion of the GPON network has allowed Entel reaching a larger coverage in fixed services and increasing its presence in the corporate market, thereby improving the connectivity solutions and the integration of fixed and mobile services with high speed access. The Group is involved in highly complex projects in the corporate segment, achieving success and positive results, which has resulted in achieving a leading position in the telecommunication business market share. Additionally, the Group consolidated its position as a major player in the IT business and the most significant supplier of datacenter infrastructure, having also the certifications Tier III Design Documents and Tier III Constructed Facility, granted by the Uptime Institute. Its design, implementation and operation allow guaranteeing 99.982% availability to face any contingency. In October 2014, the Company organized the seventh edition of the “Toward full connectivity” Entel Summit. This is the most significant technology-related event in Chile and 1,300 people attended to it, mainly from the Corporate and SME segments. Topics addressed included the latest in technology and connectivity, and the importance the “Internet of all things” is taken, as well as the Big Data Analysis. Both concepts can help the corporate environment and organizations, institutions and other general entities, improving their management and developing of tools that generate positive effects on the environment and quality of life of people. The main speaker in this summit was Mr. Joi Ito, MIT’s Media Lab Director. A decrease in primary zones from 24 to 13 for domestic and international long distance services, which started in October of 2012, has resulted in lower domestic traffic volumes. Note that in August 2014, the process of eliminating the 13 remaining primary zones related to long distance services was completed. These services represented 2% of the Group’s revenue for 2014. During the second half of 2012, the Group leveraged from the level of development and convergence of its technologies launching the “Entel Hogar” project, which is focused on providing wireless fixed telephony, Internet and satellite television solutions for certain segments in the residential market. As of December 31, 2014, the Company achieved 276,000 UGI, growing 34% compared with December 2013. Annual Report 2014 - For Translation Purposes Only 110 With respect to the spectrum, after granting Block B of frequencies of the 2600MHz band (LTE, Long Term Evolution or 4G) to the subsidiary WILL S.A., concessionaire of the Entel Group, in March the project committed in the concession decree was completed which authorized this project’s works in this frequency block. Also, and within the framework of the tender, with respect to the obligatory locations that should be included according to this tender, and which implementation is 2 years (up to march 2015), the concessionaire has already began the construction project acceptance, with a completion percentage at year-end of 80%of the obligations. Additionally, with respect to the public tender to grant public service concession of data transmission in the 700MHz frequency bandwidth of October 2013, after the tendering process, Entel was granted Block B of this frequency in March, which is the block with a higher spectrum. Currently, this granting is in process of obtaining the final decree, after the Ministry solved the claim presented in favor of the claimants and also after the appeal presented was rejected by the Court of Appeals (in conformity with the process established by the Law), which confirmed the rejections already issued by the Administrative Authorities. This frequency, that different experts express is relevant for performing the telecommunication service offer, is special for high speed data transmission services (LTE), as it allows complementing the LTE or 4G service offer with a higher penetration of the signal indoor and a wider coverage in rural areas. With respect to this topic, a claim was filed with the Free Competition Tribunal (by one of the same companies that filed the abovementioned claim) arguing that such tender did not generated favorable conditions for the competition as the spectrum was fully used and did no guarantee its efficient use. This claim is under review by the Tribunal, and for now it has not generated the suspension of the administrative acts carried out at Subtel and/or the Controllership. Internationally, the Group currently operates only in Peru, the market, resource requirements and management efforts of which are aligned to the current strategic definitions. The Group’s business in Peru were traditionally focused on integrated fixed telephony services for corporate customers in Lima and local and international Call Center services, and has expanded to mobile telephony services through Entel Perú (former Nextel Perú). On August 19, 2013, Entel Chile acquired Nextel Perú (currently Entel Perú), subsequent to the transfer of 100% of the shares to Entel by the U.S. Company NII Holdings. This transaction was announced on April 4, 2013 and amounted to US$410.6 million for the total share capital. In October 2014, the change of brand for the mobile operation of such company was completed, changing the name to Entel Peru. This is the third largest mobile company in Peru, operating since 1998 and focusing mainly on the corporate segment through the Push-To-Talk – IDEN technology, and 3G WCDMA services. Such acquisition is a significant step for Entel, as it is a long-term investment that will allow positioning the Group as a global mobile carrier in a market with high potential. This market is undergoing a big technological change, where voice services evolve towards an intensive use of mobile data services. Such investment will allow increasing the number of services that the Entel Group already offers in Peru. On July 22, 2013, the Group was awarded in Peru one of the two 40 MHz blocks that the Peruvian authority submitted to a tender process for the development of 4G mobile services in the AWS band in Peru. For such purpose, Entel offered US$105.5 million. Such spectrum will allow developing 4G services that will integrate with the rest of the Group’s supply in Peru, to efficiently supplement the existing infrastructure, generating an appropriate combination of quality and costs for the rendering of services. Entel Perú has restructured its business strategy to become a global mobile carrier, serving all costumer segments delivering a unique experience for them, in a time of a significant technological evolution towards mobile data services. For such purpose, starting from the acquisition date, efforts have been focused on expanding the network, distribution channels and increasing the business and handset supply for the market. 111 Annual Report 2014 - For Translation Purposes Only During 2014, Entel Perú has focused its efforts in completing the milestones required to perform its business strategy in order to achieve a relevant position in the market. For this, the Company restructured its internal function, encouraging the differentiation between corporate and personal customers, and has redesigned the commercial and the costumer service offers. The Company has also expanded the distribution channels. Additionally, it is also developing projects to significantly expand and strength the capacity and coverage of the current network and the different technologies (2G, 3G, 4G), for mobile voice and data services. Also, points of sales and services have been doubled and the handset offer has been extended, incorporating the 2G technology to include the pre-paid market. In October 2014, the change of brand for the mobile operation in Peru was completed, changing the name to Entel Peru, and an advertisement campaign was launched targeting all media in that country, and offering important promotions to attract high-value customers, focusing mainly on the portability of customers from other carriers. As a result of such campaign, the company reached a base of 1,738,450 customers, growing 11% compared with December of last year. Analysis of market risk Market risks to which the Group companies are confronted are described in Note 28 to the consolidated financial statements. Such note describes the technological, regulatory, currency, credit, interest rate and liquidity risks, as well as the control and mitigation policies applied. The continuous analysis of technology and market trends is strengthened through an alliance with the Vodafone Group, a British carrier and worldwide leader of mobile services. Through this alliance, Entel Group, among other benefits, shares the best practice in customer service, has access to new voice and data products with international access, is able to increase the Roaming service coverage and quality and maintain the leading position in the development of added-value services in the area of Advanced Digital Mobile Telephony. As indicated above, recognition of Entel by the market is evidenced by maintaining for 12 consecutive years in the first place in the Mobile Service Customer Satisfaction, as awarded by the Organización Pro Calidad and Revista Capital, and the recognition awarded by Cisco as the “Service Provider Partner of the Year” for the Southern Cone of Latin America, because of the Group’s leading position as the most important carrier and systems integrator in Chile. Services rendered by the Group locally have been the subject of several reforms and been enacted or substantially enacted by the authorities that will affect competition, accelerate Internet penetration and control the deployment of antennas in urban areas, set new tariffs for interconnection services, among other objectives. As indicated in the notes to the financial statements, reforms include providing more information to users, destined to compare Internet access market offers, eliminate domestic long distance, providing a consistent format for telephone numbers, processes for determining tariffs for services rendered through interconnections, among others. Likewise, the competition regulation agency has issued instructions for telecommunication companies establishing requirements for the service supply differentiating the destination network (On net/Off net), as well as instructions that restrict and establish conditions for the supply of telecommunication service packages (within the same network or in different networks). With respect to the tariff process, the ministries issued the Tariff Decree for Entel PCS and the other Mobile companies which, in summary, establishes access tariffs of an average of Ch$15.6 per minute to be charged during 2014. This amount represents a reduction of approximately 75% compared with the previous 5-year period (between 2009 and 2014). This Decree projects new reductions during the 5-year period. Despite all the regulatory changes indicated above, the diversity and size of the Group hedge it against the effects of adverse regulations, and also create new business opportunities. However, within a regulated industry, changes in regulations have the potential to impact the Group’s profit or restrict its growth possibilities. Annual Report 2014 - For Translation Purposes Only 112 Evolution of revenues The Group’s revenues are composed of the captions Revenue, Other income and Other gains (losses) in the Statement of Comprehensive Income. Income increased by 1.5%, compared with 2013, as follows: 2014 2013 Variation ThCh$ ThCh$ % Mobile telephone service - Chile 1,150,532 1,271,726 -10 Mobile telephone service – Peru 151,729 45,902 231 Private services (including IT services) 136,842 120,663 13 Local telephone services (including NGN-IP) 50,568 43,160 17 Television service 18,020 8,337 116 Long distance 26,961 32,027 -16 Internet 24,097 20,879 15 Services to other operators 22,988 20,868 10 Traffic business 28,080 31,255 -10 Americatel Peru 25,450 21,392 19 8,000 12,167 -34 Call center and other services Other revenue (1) Total revenue 24,784 15,555 59 1,668,052 1,643,930 1.5 (1) Other income, from the disposal of property, plant and equipment, business interests and other. Consolidated revenues for the twelve-month period ended December 31, 2014 amounted to ThCh$1,668 million, representing an increase of 1.5% compared with consolidated revenues in the same period of 2013, including 153 million from the operation of Entel Perú. As observed, the growth in the Group’s revenue arises mainly from the addition of mobile services in Peru. Such mobile services, both in Chile and Perú, continue to be the Group’s main source of revenues. Additionally, there is a steady increase in revenue from fixed networks associated with the corporate customer segment, especially in the provision of integrated voice, data and internet solutions, as well as information technology services (IT). The Group continues to leverage from a sound evolution of its high-value mobile customers, despite a slowdown in the industry in Chile in line with a less dynamic economy. In Peru, Entel has focused its expansion on the network and distribution channels, as well as in expanding the handset and service supply. In the area of mobile services, the Group in Chile has a strong positioning, due mainly to the sustained commercial drive and service quality, resulting in being preferred by users. Note that there was a decrease in revenue from mobile services due to the application in January of the new tariff decree that decreases mobile termination rate, with the decrease of 75% in such tariffs. There was an increase in sales that offset this decrease in part, due to the growth in voice services and innovative value-added services, resulting from an increase in the high-value customer base, and driven by the higher penetration of data services. Other offsetting factors include revenue from integrated voice, data and internet solutions and IT in the corporate segment, as well as the positive development of revenue associated with the "Entel Hogar" product. As of December 31, 2014, customer portfolio was represented by 10,102,116 users, representing a decrease of 3% compared with the same period of prior year. Note that 35% of such portfolio is composed of postpaid customers (voice and mobile broadband), which customer base grew by 4%, while the pre-paid customer base decreased by 6% affected mainly by fewer promotions after the reduction in the mobile termination rates mentioned above, as well as a decrease in the mobile broadband customer portfolio because of the migration to other services due to the penetration of smartphones and the quick adoption of data plans. Additionally, the mobile broadband pre-paid and post-paid customers included in the mentioned variations and corporate wireless data customers reach 860,677 as of December 2014, a decrease of 14% compared to the same period of 2013. 113 Annual Report 2014 - For Translation Purposes Only In addition, revenue of ThCh$153 million was recognized in 2014 as a result of the addition of the subsidiary Entel Perú. As of December 31, 2014, this company has a total customer base of 1,738,450 users and an average ARPU of Ch$8,252 at the same date. Revenue from private services, related to integrated voice networks, data and Internet, provided to the corporate segment, together with Information Technology services, have shown a positive evolution, driven by entering into new contracts with customers. The growth in local telephony mainly relates to the telephony area associated with “Entel Hogar”, which as of December 31, 2014 reached 176,000 UGI. The increase in television services relate to the satellite television segment associated with “Entel Hogar”, in line with the growth in UGI reaching 86,000, combined with a competitive commercial offer and a continuous improvement in customer service and support. A decrease has been shown by revenue from long distance services where revenue from international long distance services have decreased mainly due to a reduction in traffic in the consumer segment, which is mainly offset by an increase in tariffs and the business segment activity, as well as by a decrease in domestic long distance services impacted by a reduction in the primary zones from 24 to 13, which commenced operating in October of the prior year. Additionally, in August 2014, the elimination of all the primary zones in Chile resulte3d in the decrease in revenue from domestic long distance. Internet services increased because of the higher activity level in the business segment, as well as in “Entel Hogar” services relative to the mobile broadband service segment, and additionally, because of the Internet service segment contributed by Entel Perú. Revenue from services provided to other operators have decreased by 10% during the period, because of a drop in fixed network infrastructure leases, which is partially offset by a decrease in the activity of international operators. Traffic services decreased by 10%, due to a drop in the minutes used and lower tariffs Additionally, Americatel Perú shows a positive variation of 19% mainly due to an increase in revenue related to integrated voice, data and Internet services for corporations and an increase in revenue in the online wholesale business due to higher traffic and tariffs. In addition, there is a growth due to the transfer of customers of the NGN-IP service from Nextel Perú to Americatel, which is related to the type of service offered by the latter. Call Center services show a decrease due mainly to the effect of the consolidation of the mobile service operation in Peru, as Entel Perú was a client before the acquisition took place. Other revenues showed presented a significant increase mainly due to revenue from the lease of property to other mobile operators, and higher net revenues from the sale of technology equipment. Costs, expenses and profitability Information included below relates to the main cost and expense captions for 2014 and 2013: 2014 2013 Variation ThCh$ ThCh$ % (1,541,282) (1,425,893) 8 Operating income (EBIT) 126,769 218,037 -42 - Net finance cost, adjustments and others (78,313) (41,120) 90 56,471 146,965 -62 Operating costs Net profit During 2014, consolidated operating cost amounted to ThCh$1,541 million, which corresponds to an increase of 8% compared to the same period of 2013. Annual Report 2014 - For Translation Purposes Only 114 Growth noted in operating costs is mainly due to the addition of the subsidiary Entel Perú, which recognizes higher costs of ThCh$284 million in 2014. When excluding this effect, costs decrease by 8% compared to each period, given mainly by the reduction in mobile termination rates. Note that during 2013, the Company recognized the amount of ThCh$45 million related to depreciation expense and non-recurring retirements, associated with the stock of post-paid handsets existing as of September 30, 2012, due to the new accounting treatment of mobile handsets under post-paid agreements. The depreciation of such historical basis ended in September 30, 2013. Additionally, we noted an increase in payroll expenses and employee benefits, leases of sites, maintenance, outsourcing, and costs to sell handsets destined for customer attraction and customer loyalty campaigns. Finally, there is an increase in interest expenses related to a higher debt associated with the Group’s expansion plan, and higher expenses for readjustments resulting from a higher inflation on financial derivatives associated with the Company’s exchange rate hedging policy. Profit before Tax A decrease in profit before tax is mainly the result of the behavior noted in revenues and expenses as is described above. On September 29, 2014, Law No. 20,780 was published in the Official Gazette of Chile, which introduced several amendments to the current income tax system and other taxes. Among the main amendments is the progressive increase in the Corporate Tax to 27% starting from 2018, in the vent the partially-integrated system is applied; in case the attributed income system is adopted, the maximum rate will reach 25% in 2017. As Entel S.A. is an openly-held corporation, the default system applied to it is the partially-integrated, unless a future Shareholder’s Meeting agrees to opt for the attributed income system. In this respect, in conformity with International Financial reporting Standards (IFRS), the impact such increase in the corporate tax rate has on the Company’s net deferred tax assets should be recognized immediately in profit or loss. However, Circular No.856 of October 17, 2014 issued by the Superintendence of Securities and insurance stated that the net differences in deferred taxes arising from the increase in the abovementioned tax rate should be accounted for in equity. Assuming the application of the partially-integrated system, given no Shareholders’ Meeting has been held opting for the attributed income system, the application of this increase in the corporate tax resulted in the direct recognition of a net credit for deferred taxes of ThCh$9,864 in equity. The income tax rate determined as of December 31, 2014, includes the increase in the tax rate from 20% to 21%. In July 2014, Entel placed corporate bonds in the local and international market, for UF7,000,000 to 21 years and US$800,000,000 to 11.5 years, respectively. The funds collected in both issues are intended mainly to prepay the debt and finance the Company’s investment plan. II. COMMENTS ON THE STATEMENT OF CASH FLOWS During 2013 and 2012, the behavior of cash-generating sources in each activity is described below. We noted an increase of ThCh$72 million in net cash receipts from operating activities from ThCh$400 million to ThCh$472 million or 18%. The increase in operating activities was mainly due to an increase in Cash receipts from customers by ThCh$104 million (6%), compared to the increase in Employee payments and Other payments for operating activities, which in aggregate increased by ThCh$66 million (27%). 115 Annual Report 2014 - For Translation Purposes Only In addition, an increase in investing activities is noted due to a decrease in cash payments of ThCh$150 million, from ThCh$693 million to ThCh$542 million, compared with the same period of prior year. This decrease is mainly due to the acquisition in 2013 of Nextel Perú, and the award of the 4G license in Peru, which increased expenses from investing activities during such period. Cash flows from financing activities recorded an increase in cash receipts of ThCh$158 million, mainly due to the decrease in the captions Loan Payment by ThCh$305 million, compared to the decrease in Cash receipts from short-term and long-term loans, which decreased by ThCh$199 million. As a result of those movements referred to above, cash at the end of each period recognized in the caption “Cash and cash equivalents” increased from ThCh$19 million to ThCh$379 million, maintaining volumes that successfully cover the Group’s cash flow planning III. COMMITMENT COMPLIANCE Through to the present date, the Group’s companies have complied with all its obligations with third parties. Annual Report 2014 - For Translation Purposes Only 116 Hechos Relevantes Consolidados 2014 De conformidad a las normas legales y reglamentarias vigentes, las Sociedades del Grupo durante el año 2014 informaron a la Superintendencia de Valores y Seguros, en calidad de hecho esencial o información relevante, lo siguiente: I. Sociedad Matriz – Citación Junta de Accionistas. Reparto de utilidades (pago de dividendos). Por carta N°05 de fecha 8 de abril de 2014, se informó que en sesión de Directorio de 7 de abril de 2014 se acordó lo siguiente: a.Citar a Junta Ordinaria de accionistas a celebrarse el martes 29 de Abril de 2014, cuya citación y demás antecedentes se le remitirán oportunamente a los señores accionistas y demás organismos competentes conforme a la normativa legal y b.Proponer a la Junta Ordinaria de Accionistas distribuir de las utilidades del ejercicio un dividendo definitivo de $300 por acción, al cual se debe descontar la suma de $150 por acción correspondiente al dividendo provisorio que se repartiera en diciembre de 2013, restando en consecuencia por repartir un dividendo de $150 en la fecha a determinar por la Junta Ordinaria de Accionistas. II. Sociedad Matriz - Aprobación Memoria 2013, distribución dividendo y otros. Por carta N°07 de fecha 29 de abril de 2014, se informó que la Junta Ordinaria de Accionistas celebrada el día 29 de abril de 2014, acordó: a.Aprobar la Memoria, Balance y Estado de Resultados del ejercicio del 2013 b.Distribuir como dividendo definitivo la suma de $300 por acción, equivalentes a un 48,28% de la utilidad líquida del ejercicio. Respecto de este reparto, al descontar el dividendo provisorio de $150 pagado en diciembre de 2013, deja un saldo por pagar como dividendo definitivo de $150 por acción, el que se efectuará a contar del miércoles 28 de mayo de 2014. c.c.- Se aprobó la política de inversión y financiamiento, y se informó la política de dividendos. d.d.- Se eligieron como directores de la sociedad a los señores Juan Hurtado Vicuña, Bernardo Matte Larraín, Luis Felipe Gazitúa Achondo, Richard Büchi Buc, Juan José Mac Auliffe Granello, Juan Bilbao Hormaeche, Andrés Echeverria Salas, Raúl Alcaíno Lihn, y Alejandro Pérez Rodríguez, siendo los primeros ocho directores propuestos por el grupo controlador, revistiendo el carácter de independiente el último de los nombrados. e.Se mantuvo la remuneración de los directores y del Comité de directores que se aprobaran en la anterior Junta Ordinaria de Accionistas y se fijó el presupuesto anual del Comité, se aprobó la designación de auditores externos de la firma KMPG, se mantuvo la designación de inspectores de cuentas titulares y suplentes, se designó a los clasificadores de riesgos de Fitch Ratings e ICR (International Credit Rating), se mantuvo la designación del diario El Mercurio de Santiago para la publicación de avisos sociales y finalmente, se informaron las operaciones relacionadas. 117 Annual Report 2014 - For Translation Purposes Only I. Sociedad Matriz – Otros Por carta N°09 de fecha 5 de mayo de 2014, se informó que en sesión de Directorio de 5 de mayo de 2014 se acordó lo siguiente: c.Se constituyó la mesa del directorio de la Empresa Nacional de Telecomunicaciones S.A., eligiéndose como Presidente a don Juan Hurtado Vicuña y como Vicepresidente a don Luis Felipe Gazitúa Achondo. d.Se constituyó el Comité de Directorio en la forma prevista en el artículo 50 de la Ley de Sociedades Anónimas, quedando integrado por los Directores Alejandro Pérez Rodríguez, Luis Felipe Gacitúa Achondo y Richard Buchi Buc. II. Sociedad Matriz – Colocación de valores en mercados internacionales y/o nacionales Por carta de fecha 10 de julio de 2014, se comunica la siguiente información en carácter de hecho esencial: Con fecha 10 de julio de 2014, la Compañía ha procedido a colocar bonos en el mercado local, por un monto total de 7.000.000 UF (siete millones de Unidades de Fomento) (los “Bonos”). Los Bonos, cuya denominación corresponde a la serie M, se emitieron con cargo a la línea de bonos inscrita en el Registro de Valores de la Superintendencia de Valores y Seguros con el N° 675, inscrita con fecha 24 de agosto de 2011, inscripción que fue modificada en conformidad a anotación de fecha 30 de junio de 2014. Los Bonos devengarán una tasa de interés de carátula de 3,50% anual, y dichos intereses serán pagaderos semestralmente a partir del día 30 de noviembre de 2014, durante un periodo de 21 años y hasta su total vencimiento. Hago presente asimismo que la emisión alcanzó una tasa de colocación de 3,53%. El instrumento fue clasificado en categoría AA- por Fitch Ratings y AA+ por ICR. En cuanto al uso de los fondos recaudados, puedo informarle que ellos serán destinados al refinanciamiento de pasivos. Finalmente, la administración de la Compañía estima que la colocación de bonos a que se ha hecho referencia, no tendrá efectos significativos en su estado de resultado. III. Sociedad Matriz – Colocación de valores en mercados internacionales y/o nacionales Por carta N°C-14 de fecha 17 de julio de 2014, se comunica la siguiente información en carácter de hecho esencial : En la ciudad de Nueva York, con fecha 17 de julio de 2014, la Compañía ha procedido a colocar bonos en el mercado internacional, por un monto total de US$ 800.000.000 (ochocientos millones de dólares, los “Bonos”). Los Bonos se colocaron en dólares, con un plazo de vencimiento promedio de 11,5 años y a una tasa de colocación de 4,78%. La colocación de bonos 144A/RegS se llevó a cabo tras la realización de un road show internacional con potenciales inversionistas en las ciudades de Los Angeles, Chicago, Boston y Nueva York de los Estados Unidos y en Londres. La emisión de esos bonos internacionales fue clasificada en categoría Baa2 por Moody´s, BBB por S&P y BBB+ por Fitch Ratings. Los recursos recaudados con la emisión de esos bonos internacionales se destinarán principalmente al prepago de deuda y financiamiento del plan de inversiones de la compañía. Annual Report 2014 - For Translation Purposes Only 118 IV- Sociedad Matriz – Reparto de utilidades (Pago dividendos) Por carta N°16 de fecha 4 de noviembre de 2014, se informa en calidad de hecho esencial lo siguiente: En sesión de directorio de 3 de Noviembre de 2014, el Directorio de la Empresa Nacional de Telecomunicaciones S.A. acordó pagar un dividendo provisorio de $ 80 (ochenta pesos) por acción, a contar del jueves 11 de Diciembre de 2014, con cargo a las utilidades acumuladas al tercer trimestre de este año. El pago de dicho dividendo provisorio ascenderá a la suma total de M$ 18.921.896 (dieciocho mil novecientos veintiún millones ochocientos noventa y seis mil pesos), representativa de un 29,46% de las utilidades acumuladas al tercer trimestre de 2014. IV. Sociedad Matriz – Cambio en la Administración Por carta N°17 de fecha 23 de diciembre de 2014 se informa en carácter de hecho esencial la renuncia de don Juan Bilbao Hormaeche al cargo de Director de la Sociedad a contar de esta misma fecha. De acuerdo a los estatutos sociales en la próxima sesión de Directorio se podrá por éste designar al reemplazante, quién durara en sus funciones hasta la próxima junta ordinaria de accionistas, oportunidad en la cual se realizará la renovación del Directorio. 119 Annual Report 2014 - For Translation Purposes Only Annual Report 2014 - For Translation Purposes Only 120 _ Certificate of Accounts Inspectors Dear shareholders Empresa Nacional de Telecommunicaciones S.A We have reviewed the Individual and Consolidated Financial Statements of Empresa Nacional de Telecomunicaciones S.A. for the twelve month period ending Tuesday, December 31, 2014. There are no remarks to be made following our review. Our examination and review as Account Inspectors included verification of the account balance in the General Ledger and summary sheet of the Consolidated Financial Statements with the corresponding accounts on the Balance Sheet and the Income Statement on this date MANUEL ONETO FAURE GUSTAVO MATURANA RAMIREZ Inspector de Cuentas Inspector de Cuentas Santiago, enero 29 de 2015. 121 Annual Report 2014 - For Translation Purposes Only 3. SUBSID IARY AND AFFIL IATE_ COMP ANIES Annual Report 2014 - For Translation Purposes Only 122 123 Annual Report 2014 - For Translation Purposes Only Consolidated Balance Sheets for Subsidiaries As of December 31, 2014 and 2013 (CLP thousand) Entel PCS Telecomunicaciones S.A. & Entel Telefonía Local S.A. & subsidiaries subsidiary 12/31/14 12/31/13 12/31/14 Entel Servicios Telefónicos S.A. 12/31/13 12/31/14 Micarrier Telecomunicaciones S.A. 12/31/13 12/31/14 Entel Servicios Empresariales S.A. (1) 12/31/13 12/31/14 12/31/13 ASSETS Current assets 268,400,286 384,709,430 29,206,697 18,390,706 328,553 551,976 257,917 197,858 - 412,171 Noncurrent assets 764,641,457 678,039,737 21,198,691 21,892,183 1,101,045 439,612 2,259,054 2,293,338 - 832,122 1,033,041,743 1,062,749,167 50,405,388 40,282,889 1,429,598 991,588 2,516,971 2,491,196 - 1,244,293 463,533 TOTAL ASSETS LIABILITIES Current liabilities 264,746,996 321,729,087 18,349,760 16,896,442 214,603 218,584 176,499 328,066 - Noncurrent liabilities 325,426,250 336,355,850 13,024,440 11,974,182 944 - - - - TOTAL LIABILITIES 590,173,246 658,084,937 31,374,200 28,870,624 215,547 218,584 176,499 328,066 - 463,533 NET EQUITY Paid-in capital 128,398,586 128,398,586 29,603,142 29,603,142 1,413,277 1,413,277 4,141,580 4,141,580 - 737,071 Other reserves (51,083,919) (49,856,839) (2,419,357) (2,419,357) (115,502) (115,502) (338,476) (338,476) - 125,983 Retained earnings (cumulative losses) 365,520,608 326,093,279 (8,162,189) (15,770,976) (83,724) (524,771) (1,462,632) (1,639,974) - (82,294) 33,222 29,204 9,592 (544) - - - - - - - - - - - - - - 1,033,041,743 1,062,749,167 50,405,388 40,282,889 1,429,598 991,588 2,516,971 2,491,196 - 1,244,293 Non-controlling stock Conversion reserves TOTAL LIABILITIES AND NET EQUITY - Summary Statements of Comprehensive Income for Subsidiaries For the years ended December 31, 2014 and 2013 (CLP thousand) Entel PCS Telecomunicaciones S.A. & subsidiary Entel Telefonía Local S.A. & subsidiaries 12/31/14 1,161,434,683 1,285,102,033 132,408,229 87,701,224 739,669 887,555 169,900 177,714 - 81,151,730 42,689,182 692,686 354,614 109,864 50,174 216,683 142,470 - - (63,070,501) (55,490,934) (1,348,846) (2,024,807) (53,820) (387,893) - - - (4,204,643) Depreciation and amortization (127,542,206) (165,484,253) (1,720,454) (1,370,340) - - - - - - Other operating costs (various) (892,360,586) (946,592,553) (119,127,077) (80,903,325) (259,219) (290,100) (209,241) (180,955) - (97,154) Staff costs 12/31/13 12/31/14 S.A. (1) 12/31/13 Other operating revenue 12/31/14 Entel Servicios Empresariales Micarrier Telecomunicaciones S.A. 12/31/14 Ordinary revenue 12/31/13 Entel Servicios Telefónicos S.A. 12/31/13 12/31/14 12/31/13 4,552,420 Profit (loss) before tax 159,613,120 160,223,475 10,904,538 3,757,366 536,494 259,736 177,342 139,229 - 250,623 Revenue (expenditure) for corporation tax (24,417,405) (29,117,390) (2,773,975) (1,106,527) (94,975) (47,117) - - - 6,522 PROFIT (LOSS) 135,195,715 131,106,085 8,130,563 2,650,839 441,519 212,619 177,342 139,229 - 257,145 Earnings (losses) attributable to holders of stock instruments in net shareholder equity of the controller 135,190,069 131,099,800 8,131,155 2,651,607 441,519 212,619 177,342 139,229 - 257,145 5,646 6,285 (592) (768) - - - - - - 135,195,715 131,106,085 8,130,563 2,650,839 441,519 212,619 177,342 139,229 - 257,145 1,686.04 1,635.02 468.21 152.69 136,271.46 65,623.12 17,734.20 13,922.90 - 7,471.03 Earnings attributable to non-controlling shares PROFIT (LOSS) EARNINGS PER SHARE Ordinary shares NOTES: The subsidiary Entel Call Center S.A. consolidates the financial statements of Contact Center S.A., Call Center del Perú S.A. and, from October 2014, Entel Servicios Empresariales S.A. As such, the Income and Cash Flows of the latter only correspond to the period between October 1 and December 31, 2014. (2) The company Nextel del Perú S.A. was acquired by Entel S.A. on August 19, 2013, with 90% direct ownership and 10% indirect ownership through its subsidiary Entel Inversiones. As a result, its Income and Cash Flow statements correspond to the period between September 1 and December 31, 2013. On September 25, 2014, it changed its business name to Entel Perú S.A. (1) Annual Report 2014 - For Translation Purposes Only 124 Entel Inversiones S.A. & subsidiary 12/31/14 Entel Call Center S.A. & subsidiaries (1) Entel Perú S.A (formerly Nextel del Perú S.A.) (2) Entel Internacional BVI Corp. & subsidiary 12/31/13 12/31/14 12/31/13 12/31/14 12/31/13 12/31/14 Empresa de Radiocomunicaciones Insta Beep Ltda. 12/31/13 12/31/14 12/31/13 6,090,224 4,659,284 13,001,311 13,852,429 126,418,719 115,208,682 25,989 25,016 3,945 3,738 40,935,404 96,930,567 18,160,273 16,319,710 510,095,882 244,143,106 242,174 211,233 - - 47,025,628 101,589,851 31,161,584 30,172,139 636,514,601 359,351,788 268,163 236,249 3,945 3,738 7,271,468 59,153,239 6,258,380 7,963,808 202,414,483 56,310,272 - 35,298 788,484 744,254 7,249,393 3,672,300 16,464,652 14,602,262 322,497,929 101,412,786 - - - - 14,520,861 62,825,539 22,723,032 22,566,070 524,912,412 157,723,058 0 35,298 788,484 744,254 2,870,847 2,870,847 13,867,175 13,867,175 175,833,863 380,007,494 25,211,353 25,211,353 2,969,432 2,969,432 1,111,863 564,342 (2,295,029) (1,128,331) 13,276,964 6,692,632 5,055 5,000 (242,681) (242,681) 20,992,231 29,190,875 (3,140,647) (5,138,432) (77,508,638) (185,071,396) (24,948,245) (25,015,402) (3,511,290) (3,467,267) 7,529,826 6,138,248 7,053 5,657 - - - - - - - - - - - - - - - - 47,025,628 101,589,851 31,161,584 30,172,139 636,514,601 359,351,788 268,163 236,249 3,945 3,738 Entel Inversiones S.A. & subsidiary Entel Call Center S.A. & subsidiaries (1) Entel Perú S.A (formerly Nextel del Perú S.A.) (2) 12/31/14 Entel Internacional BVI Corp. & subsidiary 12/31/13 12/31/14 Empresa de Radiocomunicaciones Insta Beep Ltda. 12/31/14 12/31/13 12/31/14 12/31/13 28,453,484 21,965,883 42,601,877 36,259,981 153,172,432 47,025,737 39,328 12/31/13 - - - 326,462 492,134 460,318 22,403 4,410,563 1,349,181 31,376 16,366 - - (5,402,749) (4,331,140) (24,692,228) (19,796,281) (46,744,249) (12,898,747) - - - - (3,148,571) (2,351,113) (1,586,701) (1,456,227) (22,487,298) (6,329,588) - - - - (26,802,722) (15,287,512) (14,548,043) (13,241,442) (225,005,498) (47,983,849) (3,547) - (44,023) (16,479) - - (6,574,096) 488,252 2,235,223 1,788,434 (136,654,050) (18,837,266) 67,157 16,366 (44,023) (16,479) (744,843) (524,348) (265,368) (387,343) 44,410,367 5,651,180 - - - - (7,318,939) (36,096) 1,969,855 1,401,091 (92,243,683) (13,186,086) 67,157 16,366 (44,023) (16,479) (8,196,466) (506,811) 1,968,623 1,400,278 (92,243,683) (13,186,086) 67,157 16,366 (44,023) (16,479) 877,527 470,715 1,232 813 - - - - - - (7,318,939) (36,096) 1,969,855 1,401,091 (92,243,683) (13,186,086) 67,157 16,366 (44,023) (16,479) (739,086.21) (45,699.82) 207.20 147.38 (107.75) (6.65) 1.11 0.27 0.00 0.00 125 12/31/14 12/31/13 Annual Report 2014 - For Translation Purposes Only Summary Cash Flow Statements for Subsidiaries As of December 31, 2014 and 2013 (CLP thousand) Entel PCS Telecomunicaciones S.A. & Entel Telefonía Local S.A. & subsidiaries subsidiary Entel Servicios Telefónicos S.A. 12/31/14 12/31/13 12/31/14 12/31/13 Cash flow from (used in) operations 211,798,595 174,304,065 11,167,730 11,804,706 508,587 445,614 (117,796) (49,521) Cash flows from (used in) other operating activities (38,523,099) (61,870,536) (3,289,799) (2,000,692) 143,328 (58,734) - - Net cash flows from (used in) operating activities 173,275,496 112,433,529 7,877,931 9,804,014 651,915 386,880 (117,796) (49,521) Net cash flows from (used in) investment activities (85,516,932) (8,855,208) (1,255,697) (832,540) - - 117,093 49,766 Net cash flows from (used in) financing activities (88,324,630) (101,816,097) (6,722,151) (8,614,964) (651,802) (434,542) - - (566,066) 1,762,224 (99,917) 356,510 113 (47,662) (703) 245 Effects of foreign currency variations on cash and cash equivalents - - - - - - - - Effects of changes of the scope of consolidation on cash and cash equivalents - - - - - - - - Cash and cash equivalents, statement of cash flow, initial balance 3,579,319 1,817,095 619,241 262,731 968 48,630 4,236 3,991 Cash and cash equivalents, statement of cash flow, final balance 3,013,253 3,579,319 519,324 619,241 1,081 968 3,533 4,236 Net increase (decrease) in cash and cash equivalents 12/31/14 Micarrier Telecomunicaciones S.A. 12/31/13 12/31/14 12/31/13 Statement of Changes in Equity of Subsidiaries As of December 31, 2014 and 2013 (CLP thousand) Entel PCS Entel Telefonía Local S.A. & subsidiaries Telecomunicaciones S.A. & subsidiaries Entel Servicios Telefónicos S.A. Micarrier Telecomunicaciones S.A. Initial balance for current period 01/01/2014 404,664,230 11,412,265 773,004 2,163,130 Income from comprehensive income and expenditure 135,195,715 8,130,563 441,519 177,342 (104,879,840) - - - Distribution of dividends Increase (decrease) for other distributions to owners 9,117,165 - - - (1,228,773) (511,640) (472) - Final balance for current period 12/31/2012 442,868,497 19,031,188 1,214,051 2,340,472 Initial balance for previous period 01/01/2013 376,526,854 8,761,202 560,385 2,023,901 Income from comprehensive income and expenditure 131,106,085 2,650,839 212,619 139,229 (101,719,620) - - - - - - - (1,249,089) 224 - - 404,664,230 11,412,265 773,004 2,163,130 Other increases (decreases) in net equity Distribution of dividends Increase (decrease) for other distributions to owners Other increases (decreases) in net equity Final Balance for previous period 12/31/2013 NOTES: (1) The subsidiary Entel Call Center S.A. consolidates the financial statements of Contact Center S.A., Call Center del Perú S.A. and, from October 1, 2014, Entel Servicios Empresariales S.A. As such, the Income and Cash Flows of the latter only correspond to the period between October 1 and December 31, 2014. (2) The company Nextel del Perú S.A. was acquired by Entel S.A. on August 19, 2013, with 90% direct ownership and 10% indirect ownership through its subsidiary Entel Inversiones. As a result, its Income and Cash Flow statements correspond to the period between September 1 and December 31, 2013. On September 25, 2014, it changed its business name to Entel Perú S.A. Annual Report 2014 - For Translation Purposes Only 126 Entel Servicios Empresariales S.A. (1) 12/31/14 Entel Inversiones S.A. & subsidiary 12/31/13 12/31/14 Entel Perú S.A (formerly Nextel del Perú Entel Call Center S.A. & subsidiaries (1) 12/31/13 12/31/14 12/31/13 12/31/14 12/31/13 Empresa de Radiocomunicaciones Insta Entel Internacional BVI Corp. & subsidiary S.A.) (2) 12/31/14 Beep Ltda. 12/31/13 12/31/14 12/31/13 - (1,149,823) 5,028,145 59,379,065 2,075,016 1,619,675 230,211,399 (28,850,542) (2,368) 0 (2,139) (1,608) - - - - - - - - (359) (330) - - - (1,149,823) 5,028,145 59,379,065 2,075,016 1,619,675 230,211,399 (28,850,542) (2,727) (330) (2,139) (1,608) - - (7,264,676) (79,993,529) (2,554,216) (2,892,850) (226,502,140) (18,614,269) - - - - - 1,152,233 2,798,380 20,888,796 310,995 1,171,903 (4,965,892) 28,569,841 - - 2,139 1,608 - 2,410 561,849 274,332 (168,205) (101,272) (1,256,633) (18,894,970) (2,727) (330) - - - - 88,746 (2,824) 25,148 7,512 230,964 6,629,180 3,700 2,114 - - - - - - - - - - - - - - 30 1,082,709 811,201 331,571 425,331 2,804,626 15,070,416 25,016 23,232 - - 2,440 1,733,304 1,082,709 188,514 331,571 1,778,957 2,804,626 25,989 25,016 - - - Entel Servicios Empresariales S.A. (1) Entel Inversiones S.A. & subsidiary Entel Perú S.A (formerly Nextel del Perú Entel Call Center S.A. & subsidiaries (1) Empresa de Radiocomunicaciones Insta Entel Internacional BVI Corp. & subsidiary S.A.) (2) Beep Ltda. - 38,764,312 7,606,069 201,628,730 200,951 (740,516) - (7,655,548) 1,970,019 (92,243,683) 67,157 (44,023) - - - - - - - - - 2,217,142 - - 1,396,003 (1,137,536) - 55 - - 32,504,767 8,438,552 111,602,189 268,163 (784,539) 523,615 38,150,373 6,196,773 208,122,184 184,519 (724,037) 257,145 (36,096) 1,401,091 (13,186,086) 16,366 (16,479) - - - - - - - - - 6,692,632 - - - 650,035 8,205 - 66 - 780,760 38,764,312 7,606,069 201,628,730 200,951 (740,516) 127 Annual Report 2014 - For Translation Purposes Only _ Subsidiaries of Entel S.A. Company name Legal status Entel PCS Telecomunicaciones S.A. & subsidiaries Closely-held corporation, registered in the Special Register of Reporting Entities (No. 33). Entel Telefonía Local S.A. or Entel Phone S.A. & subsidiaries Closely-held corporation. Articles of Incorporation Incorporated as a corporation by public deed on October 3, 1996, in accordance with the laws of the Republic of Chile. Incorporated as a corporation by public deed on April 29, 1994, in accordance with the laws of the Republic of Chile. On December 20, 1994, by Supreme Decree 450, the Ministry of Transport and Telecommunications awarded a public telephone service concession to the company to install, operate, and run a local telephone system. Business purpose The study, construction and operation of a system to provide a full range of transmission, switching, communication, metering, billing and charging services for mobile telecommunications. Satisfy the telephone, multimedia and infrastructure needs of high-use consumers. The import, export, marketing, distribution, sale, leasing and provision in any other form of all types of equipment required to provide mobile communications, together with complementary and supplementary services. Provide sales and dealership services for communication equipment. Undertake any business activities related to telecommunications. In general, all types of activities, including agreeing, signing and executing all types of contracts, required to provide any type of mobile telecommunications services. Subscribed and paid-in capital, December 31, 2014 CLP 128,398,586 thousand CLP 29,603,142 thousand Direct and indirect share in Entel S.A. Entel Chile S.A.: 99.999% Entel Inversiones S.A.: 0.001% Entel Chile S.A.: 99.00% Entel Inversiones S.A.: 1.00% Percentage of investment in Entel S.A. assets 17.21% 0.73% Income for 2014 CLP 135,195,715 thousand CLP 8,130,563 thousand Board of Directors Richard Büchi B., Chairman Juan Hurtado V., Vice Chairman Luis Felipe Gazitúa A., Director Alfredo Parot D., Director Felipe Ureta P., Director Antonio Büchi B., Chairman Juan Baraqui A., Director Alfredo Parot D., Director José Luis Poch P., Director Felipe Ureta P., Director Chief Executive Officer Antonio Büchi B. Mario Nuñez P. Positions held at Entel S.A. Alfredo Parot D., Vice President of Technology and Operations Felipe Ureta P., Finance and Management Control Executive Antonio Büchi B., CEO Antonio Büchi B., CEO Juan Baraqui A., Risk and Management Executive Alfredo Parot D., Vice President of Technology and Operations José Luis Poch P., Vice President of Consumer Segment Felipe Ureta P., Finance and Management Control Executive Mario Nuñez P., Vice President Enterprise Segment Business relationship with Entel Chile S.A. Provides network infrastructure to increase the coverage of its fixed telecommunications services. // Receives telecommunications services to support its mobile communications operations. Provides the services required to complement its integrated solutions and operational continuity services. Receives national signal transport services in dedicated and switched mode from Entel Chile S.A. (CLP 104,214,944 thousand). Leases or sub-leases physical space in buildings, stores, and radio stations from Entel Chile S.A. or third parties and receives marketing consultancy services, telephone technical services, and data center services from Entel Chile S.A. (CLP 19,773,605 thousand). Provides infrastructure leasing, telecommunications services, and the payment of access charges to Entel Chile S.A. (CLP 9,200,148 thousand). Receives the annual leasing of telecommunications infrastructure and installation services, provision of operation and maintenance services for networks, leasing or subleasing of physical space in buildings and commercial premises, IT data processing services, network administration and administration services from Entel Chile S.A. (CLP 21,460,809 thousand). Agreements and contracts Annual Report 2014 - For Translation Purposes Only 128 Receives operation and maintenance services for network platforms that support its business activities. Provides telecommunications services and access charges to Entel Chile S.A. (CLP 2,728,369 thousand). _ Subsidiaries of Entel S.A. Company name Entel Perú S.A (formerly Nextel del Perú S.A.) Entel Call Center S.A. & subsidiaries Legal status International subsidiary. Closely-held corporation. Articles of Incorporation Formerly Nextel Perú, incorporated as a corporation by public deed on December 30, 1987, in accordance with the laws of the Republic of Peru. Formerly Entel Internacional S.A., incorporated as a corporation by public deed on September 12, 1989, in accordance with the laws of the Republic of Chile. Its initial purpose was to provide consultancy services for telecommunications and IT projects. Its business purpose was amended on March 29, 2000. Business purpose The provision of telecommunications end-user and valueadded services, including trunked service, push-to-talk services, transmission services, the storage and processing of data and any other telecommunications services in line with Peruvian legislation. The development, installation, operation and running of its own and third-party telecommunications platforms in Chile and abroad. Activities related to the acquisition, installation, sale and maintenance of telecommunications equipment and the supply of related services. Activities or services provided through telecommunications equipment or installations served by operators or automated operations. Subscribed and paid-in capital, December 31, 2014 CLP 175,833,863 thousand CLP 13,867,175 thousand Direct and indirect share of Entel S.A. Entel Chile S.A.: 90.00% Entel Inversiones S.A.: 10.00% Entel Chile S.A.: 90.00% Entel Inversiones S.A.: 10.00% Percentage of investment in Entel S.A. assets 3.87% 0.30% Income for 2014 (CLP 92,243,683 thousand) CLP 1,969,855 thousand Board of Directors Antonio Büchi B., Chairman Felipe Ureta P., Director Richard Büchi B., Director José Luis Poch P., Director Alfredo Parot D., Director Juan Hurtado V., Director Luis Felipe Gazitúa A., Director Luis Julian Martín Carranza U., Director Carmen Rosa Graham A., Director Antonio Büchi B., Chairman Julian San Martín A., Director Mario Nuñez P., Director José Luis Poch P., Director Felipe Ureta P., Director Chief Executive Officer Sebastián Dominguez P. Alexis Licci P. Positions held at Entel S.A. Antonio Büchi B., CEO Felipe Ureta P., Finance and Management Control Executive José Luis Poch P., Vice President of Consumer Segment Alfredo Parot D., Vice President of Technology and Operations Antonio Büchi B., CEO Julian San Martín A., Vice President of Corporate Segment Mario Nuñez P., Vice President Enterprise Segment José Luis Poch P., Vice President of Consumer Segment Felipe Ureta P., Finance and Management Control Executive Business relationship with Entel S.A. None. Provides the infrastructure required for services via remote channels for customers of subsidiaries of the Entel Group. Receives telecommunications services to support its call center business. Agreements and contracts There were no agreements or contracts with a significant influence on operations and income. Receives telecommunications, administration and IT services, and the leasing of office space from Entel Chile S.A. (CLP 428,605 thousand). Provides inbound and outbound call services to Entel Chile S.A. (CLP 9,275,425 thousand). 129 Annual Report 2014 - For Translation Purposes Only _ Subsidiaries of Entel S.A. Company name Entel Inversiones S.A. & subsidiaries Entel International BVI Corp. & subsidiary Legal status Closely-held corporation. International subsidiary. Articles of Incorporation Incorporated as a corporation by public deed on August 8, 1989, in accordance with the laws of the Republic of Chile. Incorporated as a corporation on February 12, 1993, in Tortola, the British Virgin Islands. Business purpose Making strategic investments in line with corporate objectives, regardless of their relationship to the telecommunications business. Making strategic foreign investments for Entel. Subscribed and paid-in capital, December 31, 2014 CLP 2,870,847 thousand CLP 25,211,353 thousand Direct and indirect share in Entel S.A. Entel Chile S.A.: 99.99% Entel International BVI Corp. 0.01% Entel Chile S.A.: 100.00% Percentage of investment in Entel S.A. assets 0.82% 0.01% Income for 2014 (CLP 7,318,939 thousand) CLP 67,157 thousand Board of Directors Antonio Büchi B., Chairman Cristián Maturana M., Director Alfredo Parot D., Director Richard Büchi B., Chairman Antonio Büchi B., Director Felipe Ureta P., Director Chief Executive Officer Felipe Ureta P. Felipe Ureta P. Positions held at Entel S.A. Antonio Büchi B., CEO Cristián Maturana M., Legal Executive Alfredo Parot D., Vice President of Technology and Operations Felipe Ureta P., Finance and Management Control Executive Antonio Büchi B., CEO Felipe Ureta P., Finance and Management Control Executive Business relationship with Entel Chile S.A. Reciprocal provision of international communications transport and termination services. None. Agreements and contracts Receives international data transportation and traffic termination services from Entel Chile S.A. (CLP 1,173,174 thousand). There were no agreements or contracts with a significant influence on operations and income. Provides Entel Chile S.A. with international traffic termination services and the sale of services (CLP 1,139,056 thousand). Annual Report 2014 - For Translation Purposes Only 130 _ Subsidiaries of Entel S.A. Company name Micarrier Telecomunicaciones S.A. or Micarrier S.A. Legal status Closely-held corporation. Articles of Incorporation Incorporated as a corporation by public deed on December 30, 1988, in accordance with the laws of the Republic of Chile. Formerly known as Entel Servicios de Datos S.A. until march 26, 1996 when it amending its articles of incorporation to change its name. Business purpose The installation, operation, running and provision of public and private telecommunications services at national and international level, both directly and through third parties. Subscribed and paid-in capital, December 31, 2014 CLP 4,141,580 thousand Direct and indirect share in Entel S.A. Entel Chile S.A.: 99.99% Entel Inversiones S.A.: 0.01% Percentage of investment in Entel S.A. assets 0.09% Income for 2014 CLP 177,342 thousand Board of Directors Antonio Büchi B., Chairman Mario Nuñez P., Director Alfredo Parot D., Director Juan Baraqui A., Director Felipe Ureta P., Director Chief Executive Officer Pablo Pfingsthorn O. Positions held at Entel S.A. Antonio Büchi B., CEO Mario Nuñez P., Vice President Enterprise Segment Alfredo Parot D., Vice President of Technology and Operations Juan Baraqui A., Risk and Management Executive Felipe Ureta P., Finance and Management Control Executive Pablo Pfingsthorn O., Head of Department for Financial Planning and Management Control Business relationship with Entel Chile S.A. Receives network administration, operation and maintenance services. Provides long distance national and international services. Agreements and contracts Receives operation and maintenance services for telephone exchanges and switching equipment, administration and computer services, and the leasing of offices from Entel Chile S.A. (CLP 72,354 thousand). 131 Annual Report 2014 - For Translation Purposes Only Printing Ograma Design www.filete.cl