European Telecom And Cable: Sector Outlook And Hot Topics - April 2018

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European Telecom And Cable: Sector Outlook And Hot Topics - April 2018
European Telecom And Cable:
Sector Outlook And
Hot Topics

Osnat Jaeger
Director & Lead Analyst

Matthias Raab
Senior Director, Analytical Manager

EMEA Corporate Ratings

April 2018
European Telecom And Cable: Sector Outlook And Hot Topics - April 2018
EMEA Telecom & Technology Team
                                                                                            THIERRY GUERMANN
                                                                                            DIRECTOR, Stockholm
                                                                                            thierry.guermann@spglobal.com

                                                                                              SANDRA WESSMAN
                                                                                              ASSOCIATE, Stockholm
        OSNAT JAEGER                                                                          sandra.wessman@spglobal.com
        DIRECTOR, London
        osnat.jaeger@spglobal.com

        EJIKEME OKONKWO
                                                                                                                                               Moscow
        ASSOCIATE, London                                                Stockholm
        ejikeme.okonkwo@spglobal.com

        PAUL REILLE
        GRADUATE, London                                                                                                                       SVETLANA ASHCHEPKOVA
        paul.reille@spglobal.com                                                                                                               ASSOCIATE DIRECTOR, Moscow
                                                                                                                                               svetlana.ashchepkova@spglobal.com

                                                                               MATTHIAS RAAB
                                                                               SENIOR DIRECTOR, ANALYTICAL MANAGER,
                                            London                             Frankfurt
                                                                               matthias.raab@spglobal.com

     MARK HABIB                                                                LUKAS PAUL
                                                             Frankfurt
     DIRECTOR, Industry Specialist, Paris                                      ASSOCIATE DIRECTOR, Frankfurt
     mark.habib@spglobal.com                         Paris                     lukas.paul@spglobal.com

                                                                              GABRIEL ZWICKLHUBER
     XAVIER BUFFON                                                            Graduate, Frankfurt
     DIRECTOR, Paris                                                          gabriel.zwicklhuer@spglobal.com
     xavier.buffon@spglobal.com

     JUSTINE MIQUEE
     ASSOCIATE, Paris                                         Milan
     justine.miquee@spglobal.com
                  Madrid                                                                                                                                            TOMMY TRASK
                                                                                                                                                                    DIRECTOR, Dubai
     THIBAUD LAGACHE                                                                                                                                                tommy.trask@spglobal.com
     ASSOCIATE, Paris                                                                                                          Istanbul
     Thibaud.lagache@spglobal.com
                                                                                                                                                                    RAWAN OUEIDAT
                                                                                                                                                                    ASSOCIATE DIRECTOR, Dubai
                                                                                                                                                                    rawan.oueidat@spglobal.com

                                                                                                                OMEGA COLLOCOTT                                  Tel-Aviv
                                                                                                                DIRECTOR, Johannesburg
                                                                                                                omega.collocott@spglobal.com
European Telecom And Cable: Sector Outlook And Hot Topics - April 2018
Agenda

1. Macro Picture
2. Key Themes and Trends
3. Ratings and Outlook Distribution

                                      3
European Telecom And Cable: Sector Outlook And Hot Topics - April 2018
Macro Picture

                4
European Telecom And Cable: Sector Outlook And Hot Topics - April 2018
Global Telecom’s Rating Distribution & Outlook

 Source: S&P Global Ratings: Industry Top Trends 2018: Telecommunications – November 16, 2017.

                                                                                                 5
European Macroeconomic Improvement Clouded By Brexit
  S&P European Economic Forecasts                                      Overall - Macroeconomic prospects in the Eurozone, but not
                                                                       the U.K., have improved as political uncertainty has eased.
                    Real GDP                Unemployment               This is broadly reflected in a stable credit outlook across most
                 Baseline forecast          Baseline forecast
                                                                       nonfinancial corporate sectors as well as banks and insurance.

  (%)          2017a   2018f    2019f    2017a     2018f    2019f      Risks and imbalances - The top risks in Europe relate to Brexit,
                                                                       de-globalization, populism, asset price volatility, as well as
 Germany       2.5     2.4       1.9      3.8      3.5      3.4        geopolitical risk; for the Middle East and Africa the top risks are
                                                                       external debt, geopolitics, and the Fed rates.
 France        2.0     2.2       1.8      9.4      8.8      8.4

 Italy         1.5     1.5       1.3     11.3     10.8      10.3       Macroeconomics conditions - Eurozone growth is being led by
                                                                       domestic demand and investment, and is becoming increasingly
 Spain         3.0     2.7       2.3     17.2     15.1      14.1       inclusive across the region. Confidence in the U.K economy is
                                                                       slipping, with few evident signs of compromise in the Brexit
 Netherlands   3.2     2.8       2.2      4.9      4.1      3.7
                                                                       negotiations so far.
 Belgium       1.7     1.8       1.6      7.2      6.4      6.2
                                                                       Financing conditions - Credit conditions in Europe remain very
 Eurozone      2.5*    2.3       1.9      9.1      8.2      7.8        relaxed and likely to remain so, especially in the Eurozone, in
                                                                       absence of a pick-up in underlying inflation. While not
 U.K.          1.7     1.3       1.5      4.4      4.5      4.6        expected, further weakening in the U.S. dollar may push back
                                                                       the end of the ECB's asset purchase program.
 Switzerland   1.0*    2.3       1.7      3.2      3.0      2.9

 Israel        3.1     3.2       3.2      4.5      4.4      4.4

                  *S&P Forecast.
                  Source: S&P Global Economics, Oxford Economics – April 2018.
                                                                                                                                        6
Key Themes

             7
Stable Outlook on Balanced Credit Drivers
Driver                             Risk                                   Opportunity
Competition        Remains intense in most markets,
                   among telcos and with cablecos
Fixed services     Secular cord cutting and pay-TV         Uptake of fiber, more regular price
                   disruption by OTT                       increases, and penetration of bundling and
                                                           content
Mobile services    Roaming phase out and                   Higher data volumes helping to stabilize
                   commoditization of voice/SMS            prices
Investment/Costs   Capex to remain high on fixed network Modest margin improvements from cost-
                   upgrades. Increasing content costs.   cutting and synergies from prior M&A
Financial policy   Rising demand for shareholder returns Conservative policies from first half of the
                                                         decade largely maintained to date
Regulation         Tough M&A approval requirements and Bulk of MTR cuts already absorbed
                   risk of increased asset regulation
Macro economic     Brexit                                  Mildly positive European macro prospects.
                                                           Low interest rates support liquidity/FOCF.

   But what will drive future growth?

                                                                                      Private & Confidential   8
Financial Outlook for European Telecoms (2017-2018)
POSITIVE, BUT LOW GROWTH DRIVEN BY CABLE                                         MODEST MARGIN GROWTH AHEAD

SUSTAINED HIGH INVESTMENTS                                                       RISING FREE OPERATING CASH FLOW

Note: Telcos – top 13 telecom companies; Cablecos – top 9 cable companies; f-Forecast
Source: S&P Global Ratings

                                                                                                                   9
Top 5 European Telcos: Return to growth in 2017
Operational KPIs

Revenue growth YoY (%)                                                    S&P adj EBITDA margin (%)
                                                                                                                     43.7%
                                                                                37.4%
                                                                                            33.2%        31.1%                    33.1%
                                             4.3%                 2014A                                                                       2014A
                   2.5%
                                0.4%                              2015A                                                                       2015A

                                                                  2016A                                                                       2016A
       -0.9%                                              -0.6%
                                                                  2017A                                                                       2017A
  Vodafone     Deutsche      Orange      Telecom     Telefonica
               Telekom                    Italia                           Vodafone     Deutsche     Orange      Telecom     Telefonica
                                                                                        Telekom                   Italia

  S&P adj CAPEX/sales (%)                                                  IMPROVING, BUT UNCERTAIN GROWTH PROSPECTS
                                             27.8%
                     25.8%                                                Revenue growth YoY (%),
         19.6%                                                            organic                                Q1-17     Q2-17     Q3-17 Q4-17
                                 18.2%                    16.8%   2014A   Vodafone                               0.2%      3.5%       2.7%      3.7%
                                                                  2015A   Deutsche Telekom                       5.7%      6.1%       1.1%      2.7%
                                                                  2016A   Orange                                 0.8%      1.4%       0.9%      1.8%
                                                                  2017A
                                                                          Telecom Italia                         2.6%      3.7%       1.8%      2.8%
                                                                          Telefonica                             1.5%      3.1%       4.0%      4.8%
    Vodafone     Deutsche     Orange     Telecom     Telefonica
                 Telekom                  Italia                                           All organic growth relates to constant FX and perimeter.
                                                                                           DT organic growth relates to constant perimeter
 Source: Company data adjusted by S&P Global Ratings
 TI and VOD 2017 figures as per S&P forecasts

                                                                                                                                                      10
Modest Decline in Leverage Expected
Leverage trends and ratings thresholds for European telecom operators
 •     Since peaking in 2015 on low FOCF, currency movements and pension adjustments, leverage has declined,
       creating more ratings headroom.
 •     We expect telco leverage will continue to decline through EBITDA growth and in same cases through positive
       discretionary cash flow.
 •     S&P base case typically excludes M&A.
                                                                                                                                          Rating
S&P Adj. Debt/EBITDA                              2015             2016            2017              2018f                 2019f
                                                                                                                                          expectation
BT Group PLC                                      3.1x             3.0x            2.8x              ~2.7x - 2.8x          ~2.7x - 2.8x
Sector Hot Topics
Content
•    Attracting interest as a differentiator, but less effective in Europe than the U.S.
•    Economics can be challenging with sport rights inflation and OTT’s deep pockets
Regulation of M&A
•    In-market consolidation faces regulatory resistance
•    Regulators likely more receptive to convergent or cross-border consolidation, but
     convergent M&A complicated by valuations and cross-border lacks key synergies
Regulation of Assets
•    Asset unbundling to asset spins, likely negative to business profiles => loss of network
     differentiation
•    Credit impact could boil down to valuations and use of proceeds
5G
•    Not in current forecasts, but fiber deployments will be a stepping stone
•    Lot’s of potential, but compelling use cases still needed to justify investment

                                                                              Private & Confidential   12
How Important Is Content?
  We currently give little credit to content strategies in our forecasts
  •        Is the difference with the US customer spending insurmountable, or an opportunity for
           European telcoms?

                                                                                                Revenue ($) per Cable and IPTV
$1,600

$1,400

$1,200

$1,000

 $800

 $600

 $400

 $200

      $0
           2012Y
                   2013Y
                           2014Y
                                   2015Y
                                           2016Y
                                                   2017Y
                                                           2012Y
                                                                   2013Y
                                                                            2014Y
                                                                                    2015Y
                                                                                            2016Y
                                                                                                    2017Y
                                                                                                            2012Y
                                                                                                                    2013Y
                                                                                                                            2014Y
                                                                                                                                    2015Y
                                                                                                                                            2016Y
                                                                                                                                                    2017Y
                                                                                                                                                            2012Y
                                                                                                                                                                    2013Y
                                                                                                                                                                            2014Y
                                                                                                                                                                                    2015Y
                                                                                                                                                                                            2016Y
                                                                                                                                                                                                    2017Y
                                                                                                                                                                                                            2012Y
                                                                                                                                                                                                                    2013Y
                                                                                                                                                                                                                            2014Y
                                                                                                                                                                                                                                    2015Y
                                                                                                                                                                                                                                            2016Y
                                                                                                                                                                                                                                                    2017Y
                                                                                                                                                                                                                                                            2012Y
                                                                                                                                                                                                                                                                    2013Y
                                                                                                                                                                                                                                                                            2014Y
                                                                                                                                                                                                                                                                                    2015Y
                                                                                                                                                                                                                                                                                            2016Y
                                                                                                                                                                                                                                                                                                    2017Y
                   United Kingdom                                          Germany                                          France                                           Spain                                            Italy                                           US*

                                                                                    Premium Cable revenues per subscribers                                                  IPTV Revenue per subscriber

       Source: SNL – Media & Communications Industry Forecast Tables.

                                                                                                                                                                                                                                                Private & Confidential                              13
Financial Policy Will Be Key To Cash Flow Led De-Levering

   THE STOXX EURO 800 TELECOM INDEX HAS FALLEN 27% IN LAST 3 YEARS           •   Shareholders may grow
                                                                                 impatient with equity
                                                                                 trading at 3-year lows
                                                                             •   Will telcos keep discipline
                                                                                 on dividends, as we expect
                                                                                 in our forecast?

   WILL DIVIDEND INCREASES MODERATE …                                … AND BE FULLY FUNDED BY FOCF?

                Telco Cash Dividend Growth
   15%
   10%
    5%
    0%
   -5%
  -10%
  -15%
  -20%
  -25%
  -30%
         2013    2014   2015   2016   2017   2018   2019   2020

Note: Telcos – top 13 telecom companies; f-Forecast
Source: S&P Global Ratings

                                                                                                               14
Q&A

      15
Appendix

           16
Ratings, Outlooks
and Distributions

                    17
European Telco Ratings and Outlook

                 European Telco Ratings Distribution                      European Telecoms Outlook Distribution
       7
       6                                                                                             1
                                                                                                3
       5
       4                                                           2018
       3                                                           2016
       2                                                                                   6
                                                                                                               15
       1
       0
           A    A-   BBB+   BBB   BBB-   BB+   BB   BB-   B+   B

                                                                                  Stable       Positive   Negative   Watch Neg

•   Our outlook remains "stable" (~2/3 of outlooks stable) and little rating change over the last 12 months
•   Outlook as of April 23, 2018: Six Positive, Three Negative, One CreditWatch Negative
•   Incumbent telco business profiles have remained resilient.
•   Leverage has decreased, and should benefit from modest FOCF gains.

                                                                                                                             18
European Cable Ratings and Outlook

            European Cable Companies Ratings Distribution                    Cable Companies Outlook Distribution
     8
     7                                                                                      1
     6                                                                                  1
     5                                                                                                          Stable
                                                                     2018
     4
                                                                     2016                                       Negative
     3
     2                                                                                                          Watch Pos
     1
     0                                                                                           13
            BBB-        BB          BB-        B+          B

•   Our outlook remains "stable” (~90% of outlooks stable)
•   Outlook as of April 23, 2018: Mostly stable after downgrades of Altice and subsidiaries, positive bias driven by Com
    Hem, Negative by VodafoneZiggo
•   We expect continued, high leverage and weak Financial Profiles due to aggressive leverage and M&A policies from
    parents Liberty and Altice

                                                                                                                         19
BRP and FRP Top Telcos vs. Cable Operators 1Q18
                        Excellent

                                          Liberty Global PLC                        Deutsche Telekom       Swisscom AG             Telenor ASA
                                          BB-/Stable/--                             (BBB+/Stable/A-2)      (A/Stable/A--)          (A/Stable/A-1)
                                                                                    Telefonica S.A.        Telia (A-/Negative/A-
                                                                                    (BBB/Stable/A-2)       2)
                                                                                                           Vodafone
                        Strong

                                                                                                           (BBB+/Stable/A-2)
BUSINESS RISK PROFILE

                                                                                                           Orange
                                                                                                           (BBB+/Stable/A-2)
                                                                                                           BT Group/EE Ltd.
                                                                                                           (BBB+/Negative/A-2)

                                          Unitymedia               UPC Holding      TDC                    Telekom Austria         Proximus S.A.
                                          BB-/Stable/--            BB-/Stable/--    (BBB-/Watch Neg/A-3)   (BBB/Positive/A-2)      (A/Stable/A-1)
                                          VodafoneZiggo Group      Virgin Media     Koninklijke KPN N.V.
                        Satisfactory

                                          BB-/Negative/--          BB-/Stable/--    BBB-/Positive/A-3
                                          Altice N.V.              Telenet Group    Telecom Italia
                                          B/Stable/--              BB-/Stable/--    (BB+/Positive/B)
                                                                                    Com Hem Hldg AB
                                                                                    BB/Watch Pos/---

                                          United Group B.V.                         RCS & RDS
                                          B/Stable/--                               BB-/Stable/--
                        Fair

                                          Tele Columbus AG
                                          B/Stable/--

                                             Highly Leveraged          Aggressive          Significant         Intermediate            Modest       Minimal

                                                                                     FINANCIAL RISK PROFILE
                                       As ofAsOct.
                                               of April 23, 2018
                                                   11, 2016                                                                                                   20
Rating Migration
                                                EMEA telco ratings actions since 1Q 2016
6
5
4
3
2                                                                                                                                               Upgrade
1                                                                                                                                               Downgrade
0
       1Q 2016        2Q 2016   3Q 2016       4Q 2016      1Q 2017      2Q 2017     3Q 2017      4Q 2017    1Q 2018      2Q 2018 (as
                                                                                                                         of 23-April-
                                                                                                                            2018)
Org Legal Name                            Rating Action      Rating               Prior Rating       Rating Date       Driver of change
SFR Group SA                              Downgrade          B/STABLE             B+/WATCH NEG       19-Apr-18         Rating action on parent
Altice International S.a.r.l.             Downgrade          B/STABLE             B+/WATCH NEG       19-Apr-18         Rating action on parent
Altice Luxembourg SA                      Downgrade          B/STABLE             B+/WATCH NEG       19-Apr-18         Rating action on parent
                                                                                                                       High leverage and negative free cash
                                          Downgrade          B/STABLE             B+/WATCH NEG       19-Apr-18
Altice N.V.                                                                                                            flow
Matterhorn                                Upgrade            B+/STABLE            B/STABLE           29-Mar-18         Improved credit quality
                                                                                                                       Ownership increase by Deutsche
                                          Upgrade            BB/POSITIVE          BB-/POSITIVE       28-Mar-18
Hellenic Telecom                                                                                                       Telekom
                                                                                                                       Adverse developments in Italian
                                          Outlook change     BB-/NEGATIVE         BB-/STABLE         23-Mar-18
Wind Tre S.p.A.                                                                                                        wireless market
TDC A/S                                   CreditWatch        BBB-/WATCH NEG       BBB-/STABLE        13-Feb-18         Possible takeover
VodafoneZiggo Group B.V.                  Outlook change     BB-/NEGATIVE         BB-/STABLE         31-Jan-18         Rising debt and dividends
Hellenic Telecom                          Upgrade            BB-/POSITIVE         B+/POSITIVE        24-Jan-18         Sovereign rating action
SFR Group SA                              CreditWatch        B+/WATCH NEG         B+/NEGATIVE        16-Jan-18         Rating action on parent
Altice International S.a.r.l.             CreditWatch        B+/WATCH NEG         B+/NEGATIVE        16-Jan-18         Rating action on parent
Altice Luxembourg SA                      CreditWatch        B+/WATCH NEG         B+/NEGATIVE        16-Jan-18         Rating action on parent
Altice N.V.                               CreditWatch        B+/WATCH NEG         B+/NEGATIVE        16-Jan-18         Uncertain deleveraging capacity
Com Hem Sweden AB (publ)                  CreditWatch        BB/WATCH POS         BB/POSITIVE        11-Jan-18         Merger Announcement
Mobile TeleSystems                        CreditWatch        BB/WATCH NEG         BB/WATCH DEV       4-Jan-18          Rating action on parent
Mobile TeleSystems                        Downgrade          BB/WATCH DEV         BB+/WATCH NEG      12-Dec-17         Rating action on parent
Bahrain Telecommunications Company        Downgrade          B+/STABLE            BB-/NEGATIVE       5-Dec-17          Sovereign rating action
Telkom SA SOC Ltd.                        Downgrade          BB+/STABLE           BBB-/NEGATIVE      4-Dec-17          Sovereign rating action

                                                                                                                 Last updated: April 23, 2018
                                                                                                                                                      21
European Telco Ratings List
Company                                          Rating/Outlook       Business Risk Profile   Financial Risk Profile
Telenor ASA                                      A/Stable/A-1         Strong                  Modest
Swisscom AG                                      A/Stable/-           Strong                  Intermediate
Proximus S.A.                                    A/Stable/A-1         Satisfactory            Modest
Telia Company AB                                 A-/Negative/A-2      Strong                  Intermediate
Bouygues S.A.                                    BBB+/Positive/A-2    Satisfactory            Modest
Vodafone Group PLC                               BBB+/Stable/A-2      Strong                  Intermediate
Deutsche Telekom AG                              BBB+/Stable/A-2      Strong                  Significant
Orange S.A.                                      BBB+/Stable/A-2      Strong                  Intermediate
Elisa Corp.                                      BBB+/Stable/A-2      Satisfactory            Modest
BT Group PLC                                     BBB+/Negative/A-2    Strong                  Intermediate
Telekom Austria AG                               BBB/Positive/A-2     Satisfactory            Intermediate
Telefonica S.A.                                  BBB/Stable/A-2       Strong                  Significant
DNA Oyj                                          BBB/Stable/-         Satisfactory            Modest
Koninklijke KPN N.V.                             BBB-/Positive/A-3    Satisfactory            Significant
TDC A/S                                          BBB-/Watch Neg/A-3   Satisfactory            Significant
Telecom Italia SpA                               BB+/Positive/B       Satisfactory            Significant
Sunrise Communications Holdings S.A.             BB+/Positive/-       Satisfactory            Significant
Colt Group S.A.                                  BB/Stable/-          Weak                    Modest
TalkTalk Telecom Group PLC                       BB-/Stable/-         Fair                    Aggressive
Wind Tre S.p.A.                                  BB-/Negative/-       Satisfactory            Highly Leveraged
Hellenic Telecommunications Organization S.A.    BB/Positive/B        Vulnerable              Modest
eircom Holdings (Ireland) Ltd.                   B+/Stable/-          Fair                    Highly Leveraged
Ufinet Telecom Holding SLU                       B/Stable/-           Fair                    Highly Leveraged
Matterhorn Telecom Holding S.A.                  B+/Stable/-          Fair                    Aggressive
Largo Intermediary Holdings Ltd. (Wind Hellas)   B/Stable/-           Vulnerable              Aggressive

*Updated as of April 23, 2018

                                                                                                                       22
European and CIS Cable and Telco Ratings List
Company                         Rating/Outlook   Business Risk Profile   Financial Risk Profile
NOS, S.G.P.S., S.A.             BBB-/Stable/-    Satisfactory            Intermediate
Com Hem Holding AB (publ)       BB/Watch Pos/-   Satisfactory            Significant
Liberty Global PLC              BB-/Stable/-     Strong                  Highly Leveraged
UPC Holding B.V.                BB-/Stable/-     Satisfactory            Aggressive
Virgin Media Inc.               BB-/Stable/-     Satisfactory            Highly Leveraged
Unitymedia GmbH                 BB-/Stable/-     Satisfactory            Highly Leveraged
Telenet Group Holding N.V.      BB-/Stable/-     Satisfactory            Aggressive
Euskaltel S.A.                  BB-/Stable/-     Fair                    Aggressive
VodafoneZiggo Group B.V.        BB-/Negative/-   Satisfactory            Highly Leveraged
SFR Group S.A.                  B/Stable/-       Satisfactory            Highly Leveraged
Altice International S.a.r.l.   B/Stable/-       Satisfactory            Highly Leveraged
Altice N.V.                     B/Stable/-       Satisfactory            Highly Leveraged
Altice Luxembourg SA            B/Stable/-       Satisfactory            Highly Leveraged
Tele Columbus AG                B/Stable/-       Fair                    Highly Leveraged
United Group B.V.               B/Stable/-       Fair                    Highly Leveraged

Company                         Rating/Outlook   Business Risk Profile   Financial Risk Profile
MegaFon PJSC                    BBB-/Stable/-    Satisfactory            Intermediate
Rostelecom OJSC                 BB+/Stable/-     Fair                    Intermediate
Kazakhtelecom JSC               BB+/Stable/-     Fair                    Minimal
VEON Ltd.                       BB/Stable/-      Satisfactory            Significant
Mobile TeleSystems (OJSC)       BB/Watch Neg/-   Satisfactory            Modest
Er-Telecom                      B/Stable/-       Weak                    Aggressive

*Updated as of April 23, 2018

                                                                                                  23
Middle East and African Ratings
Company                             Rating/Outlook      Business Risk Profile   Financial Risk Profile
Turk Telekom                        BBB-/Negative/A-3   Satisfactory            Intermediate
Turkcell Iletisim Hizmetleri A.S.   BBB-/Negative/-     Satisfactory            Modest
Etisalat                            AA-/Stable/A-1+     Strong                  Minimal
Saudi Telecom Co                    A-/Stable/A-2       Strong                  Minimal
Ooredoo.                            A-/Negative/A-2     Satisfactory            Significant
Telkom                              BB+/Stable/-        Fair                    Modest
MTN Group                           BB+/Negative/-      Satisfactory            Intermediate
Telkom                              BB+/Stable/-        Fair                    Modest
Batelco                             B+/Stable/B         Fair                    Modest
Helios Towers Africa                B/Stable/-          Weak                    Highly Leveraged
Cell C                              B-/Negative/-       Weak                    Highly Leveraged

*Updated as of April 23, 2018

                                                                                                         24
Selected Company
    Snapshots

                   25
Company Focus                                                    BT Group PLC  BBB+/Negative/A-2
Key factors driving the rating                           Assumptions                                                                  Key Metrics (based on October 2017 FA)
                                                         •    Flat-to-slightly declining revenues in the financial years
•   Operating performance                                     2018 and 2019 (ending March 31), driven by weaknesses in                                                  2017A         2018E      2019E
•   Regulatory developments                                   wholesale and business, including public sector; and the              Revenues (bil. GBP)                   24.0          23-24     23-24
                                                              negative impact on Openreach from the expected
•   Capex / Content investments                                                                                                     Revenue growth (%)                    26.4         (1)-(2)      0-1
                                                              reduction in fiber wholesale fees, somewhat offset by
•   Pension deficit                                           about 3%-5% growth in BT's fixed consumer revenues and                EBITDA margin (%)                     30.9          30-31 31.5-32.5
                                                              1%-3% growth in mobile revenues.                                      Capex/Sales (%)                       11.1          14-15     12-13
                                                         •    EBITDA margins of 30%-32% (before specific items) in the
                                                              financial years 2018 and 2019. This is on the back of                 FFO/Debt (%)                          25.7          26.27     27-29
                                                              continual cost-cutting and restructuring of Global Services           FOCF/debt*(x)                         12.8            3-4     10-12
                                                              as well as the benefits of cost synergies from the
                                                                                                                                    Debt/EBITDA*(x)                        3.0        2.9-3.1   2.8-3.0
                                                              integration of EE. We assume these will be offset by the
                                                              costs of rising sport content costs, and lower margins for              *S&P Global Ratings-adjusted. a--Actual. e—Estimate
                                                              both consumer and Openreach segments after recent
                                                              investments in service and expectations of lower access
                                                                                                                                      FOCF: free operating cash flow.
                                                              fees.                                                                   Financial year end March 31
                                                         •    Capital expenditure (capex) of about 12%-15% of sales
                                                              excluding the spectrum acquisition payments.
                                                         •    Annual dividends of about £1.5 billion in financial 2018
                                                              excluding potential share buybacks, assumed to remain
                                                              steady in fiscal 2018 on the back of increasing capex and
                                                              pension outflows.

Outlook (based on August 2017 FA)
The negative outlook reflects the possibility of a one-notch downgrade over the next 12-18 months if performance or regulatory hurdles result in increased revenue and margin pressures.
Downside scenario
We could downgrade BT if we see continued weaker-than-expected operating performance, outsized investments significantly exceeding our current expectations, adverse
regulatory developments that weaken BT's margins toward 30%, or weakness in the consumer segment. We could also consider lowering the rating if BT's adjusted debt to EBITDA
rose to above 3x, or FOCF to debt dropped below 12% due to performance related issues.
Upside scenario
We could revise the outlook back to stable if BT's performance were significantly stronger than we currently envisage, with leverage declining to about 2.5x, creating meaningful
headroom for the existing uncertainties.
We may also revise the outlook if higher visibility on upcoming regulatory decisions strengthened our view regarding BT's maintenance of its strong business risk and deleveraging
prospects

                                                                                                                                                                  Private & Confidential         26
Company Focus                                                     Deutsche Telekom AG (DT)  BBB+/Stable/A-2

Key factors driving the rating                            Assumptions                                                                   Key Metrics (based on May 2017 FA)
                                                          • Revenue growth, excluding exchange-rate effects, of 2%-4% in
• Competitive landscape in US and                           2017 and 2018, thanks to strong service revenue growth at TMUS,
                                                                                                                                                                          2016A          2017E     2018E
  Germany                                                   flat revenues in Germany, and improved trends in Europe mainly            Revenues (bil. EUR)                   72.8          74-75 76.5-77.5
                                                            from 2018, compared with 5.6% in 2016.                                    EBITDA margin (%)                     29.3        29-30.5     29-31
• M&A
                                                          • EBITDA margins for the group, as adjusted by DT, gradually
• Financial policy                                          expanding within the 29%-31% range in the next two years, fueled          Capex/Sales (%)                       18.5          25-27     25-27
• Operating performance                                     by margin expansion in the U.S. and supported by cost optimization        Debt/EBITDA*(x)                        3.3         3.2-3.4  3.0-3.3
                                                            efforts in Germany and Europe, after 29.3% in 2016.
                                                                                                                                      FFO/dent (%)                          24.4          24-26     26-28
                                                          • Capex, excluding spectrum costs, increasing to about 15%-16.5% of
                                                            revenues in 2017-2018 after 15% in 2016, linked in particular to          FOCF/debt*(x)                          4.8           (1)-2     8-10
                                                            fixed network upgrades in Germany and 4G network build-out in the
                                                            U.S., and capex to sales including spectrum costs of 25.5%–27.0%            *S&P Global Ratings-adjusted. a--Actual. e—Estimate
                                                            in 2017.                                                                    FOCF: free operating cash flow.
                                                          • Dividends moving in line with DT's measure of free cash flow, with
                                                            payouts in 2017 partly reduced by its scrip dividend offer.

Outlook (based on May 2017 FA)
The stable outlook on DT reflects S&P Global Ratings' expectations that: 1) DT will successfully defend its domestic market positions in mobile and fixed broadband, further stabilize its service revenue
trends, and trim its cost base, supporting stable or moderately growing EBITDA in Germany; 2) Strong operating trends at subsidiary T-Mobile U.S. will continue, with EBITDA growth in U.S. dollar terms
and, as adjusted by DT, of about 9%-11% in 2017 and surpassing 6% in 2018, but excluding further uplifts from handset leasing; 3) DT remains committed to maintaining leverage (debt to EBITDA) well
within its target band of 2.0x–2.5, and maintain adjusted debt to EBITDA and funds from operations (FFO) to debt of no higher than 3.5x and at least 23%, respectively, in the next two years; 4) DT will
strengthen free operating cash flow (FOCF) to debt, before spectrum payments, to more than 10% of adjusted debt in 2018, compared with about 8.4% in 2016.
Downside scenario
We could take a negative rating action if DT's adjusted debt to EBITDA exceeded or remained at 3.5x and if, at the same time, adjusted FFO to debt declined to less than 23% for more than a temporary
period, or if adjusted FOCF to debt, before spectrum payments, did not strengthen to about 10% on a sustainable basis by 2018. In particular, this could result from by stiffer-than-expected competition in
Germany or the U.S., material debt-funded acquisitions in the U. S. market, or a combination of higher-than-expected restructuring costs and large increases capital expenditures (capex).
Upside scenario
We currently do not foresee a positive rating action on DT within the next 18 months, given its high leverage for the current rating and our base-case assumption of subdued discretionary cash flow (DCF)
generation in 2017-2018. We could raise the rating if DT's credit metrics improved markedly, for example as a result of sizable asset disposals, accompanied by the implementation of a financial policy
that corresponds to the maintenance of adjusted debt to EBITDA of less than 3.0x and FFO to debt of about 30%, with FOCF to debt rising toward 15% of adjusted debt.

                                                                                                                                                                    Private & Confidential              27
Company Focus                                             Orange S.A.  BBB+/Stable/A-2

Key factors driving the rating                     Assumptions                                                         Key Metrics
• Operating performance in France                  • Revenue growth of 1%-2% in 2016, mainly contributed                                             2016A        2017E        2018E
  and Spain                                          by Spain.                                                       EBITDA margin (%)*                32.3        32-33        32-34
• Acquisitions                                     • About 0.5% organic revenue growth in 2017, reflecting           FFO/Debt (%)*                     29.6        29-30        30-32
                                                     stable revenues in France thanks to continued                   Debt to EBITDA (x)*                2.7       2.7-2.8      2.6-2.7
• Financial policy
                                                     commercial success in fiber and growth in data
                                                     revenues; growth in subscribers in Spain, and low-to-
                                                     mid-single digit revenue growth in emerging markets —             *S&P Global Ratings-adjusted. a--Actual. e—Estimate
                                                     somewhat offset by continued low single digit revenue             FOCF: free operating cash flow.
                                                     decline in Poland and the enterprise segment.
                                                   • Reported EBITDA margins increasing to about 30% in
                                                     2017 from acquisition synergies and lower restructuring
                                                     and provisions.

Outlook
The stable outlook on Orange reflects S&P Global Ratings anticipation of improved performance for Orange in France and Spain over the next 12 months, with at least break-even
revenue and EBITDA growth for the group. We also expect the company to maintain credit metrics in line with our 'BBB+' rating, including S&P Global Ratings-adjusted debt to EBITDA
of 2.5x-3.0x, funds from operations (FFO) to debt approaching 30%, and free operating cash flows (FOCF) to debt of about 10% from 2017 onward.
Downside scenario
We could take a negative rating action if we witness a renewed price war in the domestic mobile market, which could have a meaningful negative impact on Orange's revenue and
profitability.
Additionally, although not our base case, a substantially debt-funded acquisition, with no immediate deleveraging prospects, to below 3x could lead to a downgrade.
Upside scenario
We see the potential for an upgrade as unlikely in the short term given our expectations of limited free cash flow generation as Orange continues to invest heavily in ultra-fast
broadband networks. Additionally, in our view, the rating is constrained by Orange's merger and acquisition appetite which is likely to stall potential deleveraging.
We could consider an upgrade if Orange deleverages to sustainably less than 2.5x adjusted debt to EBITDA, but at this stage we think this does not match the company's financial
policy.

                                                                                                                                                Private & Confidential         28
Company Focus                                          Telecom Italia SpA  BB+/Positive/--

Key factors driving the rating                  Assumptions                                                              Key Metrics (based on September 2017 SA)
• Execution of efficiency plans                 • Revenue growth of 2%-3% for the group in 2017, up from -3% in                                     2016A     2017E         2018E
                                                  2016, reflecting domestic revenue growth of about 2% helped by
• Regulatory developments                         higher mobile and fixed broadband revenues, and organic growth of
                                                                                                                        Revenues (bil EUR)            19.3   20-20.5       19.5-20
• Leverage trends                                 1%-3% in Brazil.                                                      Revenue growth (%)            -3.3        2-3        (1)-(3)
                                                • Group revenue decline of 2%-3% in 2018 mainly on domestic             EBITDA margin (%)*            42.9 43.5-44.5          44-45
                                                  revenue declines following increased competition in fixed wholesale
                                                  as well as higher competition in wireless from the market entry of    Capex/Sales (%)*              24.1     27-28          21-22
                                                  Iliad.                                                                FFO/Debt (%)*                 20.3     21-22          24-25
                                                • Adjusted EBITDA margins improving to about 45% by 2018 from
                                                                                                                        Debt to EBITDA (x)*            3.6    3.3-3.4       3.2-3.3
                                                  about 43% in 2016, thanks to the positive impact of the efficiency
                                                  plan.                                                                 FOCF/Debt (%)*                 4.1        1-3           5-6
                                                • Heavy capex of 24%-25% of revenues in 2017 excluding spectrum
                                                  renewal costs, declining to about 22% in 2018 due to gradual           *S&P Global Ratings-adjusted. a--Actual. e—Estimate
                                                  decline in both fixed and mobile network upgrades and more             FOCF: free operating cash flow.
                                                  efficient spending.
                                                • No dividends assumed, apart from dividends on the company's
                                                  savings shares and to TIM Participaçoes and Inwit's minorities
                                                  (totaling about €230 million in 2016).

Outlook (based on September 2017 Summary)
The positive outlook reflects the possibility of a one-notch upgrade following continued solid execution of the company's efficiencies plan, investments in upgrading its
fixed and mobile networks, and new initiatives contributing to continued improvement in margins, recurring cash flow generation, and deleveraging in 2017-2018..
Upside scenario
We could raise the rating if solid execution of the company's plan results in a reduction in adjusted leverage to comfortably less than 3.3x in 2018, and an increase in
FFO to debt to about 25% and free operating cash flow to debt to about 8%.
Downside scenario
We could revise the outlook to stable if Telecom Italia struggles to execute its plans and materially reduce its leverage by 2018. This could happen because of an
inability to extract additional meaningful cost and capital expenditure (capex) efficiencies or because the impact of competition on Telecom Italia's revenues is higher
than expected. If Telecom Italia had to pay regulatory fines significant enough to result in meaningful cash outflows or potential regulatory intervention in Telecom
Italia's investments, we could also revise the outlook to stable.

                                                                                                                                               Private & Confidential          29
Company Focus                                          Telefonica S.A.  BBB/Stable/A-2

Key factors driving the rating                  Assumptions                                                         Key Metrics (based on July 2017 RU)
•   Operating performance                       • We forecast low-single-digit revenue growth of about 3%-                                     2016A       2017E      2018E
•   Macroeconomic developments                    4% in 2017, mainly from organic growth in Latin America          Revenues (bil. EUR)           53.8     55.5-60    56-56.5
                                                  along with positive currency effects, particularly from          EBITDA margin (%)*            31.9         32.0 32.0-33.0
•   Competitive landscape
                                                  Brazil.
•   Leverage trends                             • Flat growth in 2018, with Spain and the U.K. posting stable
                                                                                                                   Capex/Sales (%)*              17.1       16-17      15-16
                                                  performance, Brazil increasing on an organic basis, but          FFO/Debt (%)*                 22.5       24-25      26-27
                                                  somewhat offset by revenue decline in Germany and some           Debt to EBITDA (x)*            3.7      3.2-3.4    3.0-3.3
                                                  negative currency impacts.                                       FOCF/debt (%)*                 8.6       10-11      12-14
                                                • Adjusted EBITDA margins slightly improving to about 32%-
                                                  33% as cost optimization, notably in Spain and Germany,           *S&P Global Ratings-adjusted. a--Actual. e—Estimate
                                                  is more than offset by high inflation in Latin America.           FOCF: free operating cash flow.
                                                • Cash outflows from short-term asset sales, including the
                                                  partial disposal of its new infrastructure subsidiary, Telxius
                                                  in 2017.

Outlook (based on July 2017 RU)
The stable outlook reflects our anticipation that all of Telefónica S.A.'s key assets will post stable operating performance in their local currency. We also expect that
some positive currency effects and Telefónica's commitment to debt reduction will support a decline in leverage toward 3x over the next couple of years.
Downside scenario
We could lower the rating by one notch if operating performance in key assets, including Spain, Germany, the U.K., and Brazil, is weaker than our base-case
expectations, for example as a result of a lower demand on the back of a macroeconomic drop or increased competition.
Additionally, we could lower the rating if Telefónica does not actively seek to reduce its debt levels so that, after our adjustments, it declines toward 3x over the next
few years.
Upside scenario
We currently see an upgrade in the short as remote due to the relatively significant debt burden and leverage. We could consider an upgrade if Telefónica reduced
adjusted leverage to comfortably within the 2.5x-3x range and we considered this sustainable over the long term, under its financial policies and given its earnings
prospects.

                                                                                                                                          Private & Confidential          30
Company Focus                                                  Vodafone Group PLC  BBB+/Stable/A-2
Key factors driving the rating                   Assumptions                                                                      Key Metrics (based on September 2017 FA)

•   Operating performance                        • We expect the company's revenue to decline by about 2%-3% in
                                                   FY2018, mainly due to the deconsolidation of its business in The                                                2017A     2018E     2019E
•   CAPEX and dividend policy                      Netherlands after the joint venture with Liberty Global.                      Revenues (bil. EUR)*                47.6 46.0-46.5 46.5-47.5
•   M&A                                          • We forecast adjusted EBITDA margins to rise to about 37% and
                                                                                                                                 EBITDA margin (%)*                  34.1   37-37.5 37.5-38.5
•   Liquidity position                             38% over the next two years on the back of cost cutting initiatives
                                                   the group has focused on, along with the zero-based budgeting                 FFO to Debt (%)*                    30.6     33-34     35-37
                                                   initiatives undertaken as part of the "fit-for-growth" initiative.            Capital Intensity (%)               15.7     19-20     17-18
                                                 • We expect capex will drop to around 15%-16% of revenues,                      Debt to EBITDA (x)*                  2.8    2.5-2.6  2.4-2.5
                                                   excluding spectrum costs, with the majority going toward
                                                                                                                                 FOCF/Debt (%)                       12.1   11.5-12     17-18
                                                   maintaining its market position and the rest focused on improving
                                                   its fixed offerings and its product transformation (fit-for-growth)
                                                                                                                                  *S&P Global Ratings-adjusted. a--Actual. e—Estimate
                                                   initiative.
                                                 • No significant acquisition capex in the near term following the                FOCF: free operating cash flow.
                                                   divestment of the Indian operations via a joint venture with Idea              Financial year end March 31
                                                   Cellular.
                                                 • A year-on-year 2% increase in the dividend paid as per the
                                                   company plans.

Outlook (based on September 2017 FA)
S&P Global Ratings' stable outlook on global telecommunications company Vodafone Group PLC reflects our expectation that average adjusted debt to EBITDA will remain below 3.0x and
funds from operations (FFO) to debt above 30% on a sustainable basis, supported by low-single-digit organic growth and EBITDA margins breaking 30%. We expect another year of negative
discretionary cash flow because of high capex in fiscal 2018 when including spectrum outlay and high dividends. In addition, we expect Vodafone to pursue any strategic initiative related to
acquisitions or disposals within the boundaries of our current financial risk profile assessment.
Downside scenario: We could lower our ratings on Vodafone if we anticipated that its adjusted debt to EBITDA would exceed 3.0x and FFO to debt would fall below 30% on a prolonged
basis. This could occur if Vodafone returned to organic European revenue declines, or a sharp slowdown in AMAP growth outpaced modest European growth combined with additional
leverage from acquisitions, or if increased capex or shareholder returns led to prolonged negative discretionary cash flow beyond fiscal 2018. A rapid push to convergence by other players in
the U.K. and Italy could increase competitive pressure and also lead us to reconsider our view of Vodafone's business risk profile. We could also lower the ratings if Vodafone's liquidity position
deteriorated due to a lack of proactive refinancing.
Upside scenario: We see limited potential for an upgrade over the next two years, but could consider raising the rating if we expected Vodafone to sustainably maintain S&P Global Ratings-
adjusted debt to EBITDA at significantly less than 2.5x and FFO to debt above 35%. This could occur if Vodafone were able to raise adjusted EBITDA margins toward 35% and achieve positive
organic revenue growth, while maintaining a conservative approach to leverage and shareholder returns. An upgrade would also likely require a strengthened business profile as a fixed-mobile
converged provider in Europe, for example, by demonstrating a track record of market-leading quadruple-play growth.

                                                                                                                                                             Private & Confidential             31
Network coverage
    statistics

                   32
European Telcos Still Behind the US in Mobile and
Fixed, but Making Fiber Progress

          Households With Access   2011   2012   2013   2014   2015   2016
LTE Population Coverage
EU27                                8%    27%    59%    79%    86%    90%
US                                 67%    90%    98%    98%    99%    98%

High Speed Fixed BB Coverage
EU27 (>30Mbps)                     48%    54%    62%    68%    71%    76%
US (>25Mbps)                       72%    80%    83%    90%    90%    >90%

Fiber To The Premises
EU27                               10%    12%    14%    19%    21%    24%

Source: FCC, European Commission

                                                                             33
Infrastructure Progress to Drive Capex Variation Across Europe
    UK AND GERMANY’S NGA ADVANTAGE                    SOUTHERN EUROPE’S FIBER LEAP FROG

    Source: S&P Global Ratings, European Commission   Source: S&P Global Ratings, European Commission

•   Mobile capex winding down, but shift to fixed upgrades keep our forecast levels at 17%-
    18% of revenue
•   Smaller markets and Southern Europe lead on fiber rollouts, improving competitive
    positions and future cash flow prospects
•   Technology upgrades to non-fiber NGA sufficient in Germany and UK, but for how long?

                                                                                                        34
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