<<

Corporates / Portugal

NOS, S.G.P.S., S.A.

Rating Type Rating Outlook Last Rating Action Long-Term IDR BBB Stable New Rating 14 March 2018

Click here for full list of ratings

Financial Summary

(EURm) Dec 2016 Dec 2017 Dec 2018F Dec 2019F Gross Revenue 1,515 1,562 1,585 1,608 Operating EBITDA Margin (%) 36.8 37.2 37.2 37.3 FFO Margin (%) 29.9 30.7 30.0 29.5 FFO Fixed Charge Coverage (x) 6.8 7.8 8.1 8.1 FFO Adjusted Leverage (x) 3.0 2.7 2.7 2.8

Source: Fitch

The ratings take into account the company’s strong business position and its 31% market share of Portugal’s retail telecoms market. NOS, Portugal’s second-largest telecom company, is the market leader in pay-TV, has strong positions in fixed broadband (co-lead in consumer broadband) and mobile (strong number three in the market), and has a high share of convergent services. The ratings encompass a progressive and well-balanced three-player telecoms market, NOS’ developed commercial and network strategies, and financial policies consistent with the ‘BBB’-rated telecoms peer group.

Solid cash flow and a consistent approach to shareholder returns underline financial metrics aligned with the rating. Funds from operations (FFO) net leverage was an estimated 2.7x at end-2017 (2016: 3.0x) versus a downgrade threshold of 3.2x and is set to improve moderately. Key Rating Drivers Progressive and Balanced Market: Portugal is an advanced communications market with three well-established convergent players. The sector is competitive but market shares sufficiently well distributed to limit the threat of value-destroying price wars or disruptive behaviour on the part of any one player. Convergence is important and in Fitch’s view means something more than discounting the bundle. NOS appears to understand this well, developing an integrated and consistent content experience across multiple screens/technologies.

Data usage and ARPU evolution suggest its product strategy is driving financial performance. The Portuguese market is investing significantly in fibre technology, which could increase competitive pressure and heighten investment risk for NOS.

Solid Operating Performance and KPIs: NOS has a strong and stable business profile, accounting for about 31% of Portugal’s telecoms retail market revenue in the last 12 months (LTM) to September 2017 (based on data from regulator Anacom). In a market where bundled take-up is advanced (78% of customers take a bundle of three or more services), its share of multi-play subscribers was 38.5% at end-3Q17 (incumbent MEO at 39.9%). NOS is the market leader in pay-TV and joint leader in consumer fixed broadband. It has improved its mobile post-paid mix, while its broader key performance indicators show good momentum.

The business is taking a measured approach to the business-to-business and corporate segments. It is not driven by market share but is focusing on profitably increasing the penetration of its existing relationships.

Network Build, Subscriber Growth: The company is expanding its fixed network, which is expected to increase its overall subscriber base. The business has added more than 750,000 homes in the past three years with incremental additions in fixed broadband, voice and, to a lesser extent, pay-TV. Fitch believes a measured approach to new network build including efficient build costs is a good use of capital, means of growing the overall scope of the business and competitive position.

NOS, S.G.P.S., S.A. 11 April 2018 1

Corporates Telecommunications / Portugal

Content Strategy: The risk of escalating sport content inflation has been stemmed through a sports content sharing agreement across each of the main pay-TV providers in Portugal. Fitch views this as a key risk given the degree to which the pursuit of exclusive content acquisition can inflate operating costs. The threat of over-the-top (OTT) content competition from the likes of Netflix or Amazon Prime is moderated by the limited availability of Portuguese-language OTT programming while NOS is incorporating key OTT platforms into its platform.

Both features suggest an advanced understanding of the evolving threats posed by non-linear third-party content and how to manage critically important strategic costs.

Technology Roadmap Driven by Competitors: Fitch views the Portuguese market’s three operators as well- funded and progressive in their commercial strategies. MEO and Vodafone are committed to a high level of fibre build, a feature that is driving NOS’s fibre strategy. Whereas consumer demand suggests the 1 gigabit speeds available through DOCSIS 3.1 technology more than sufficient, NOS plans to reach 70% network coverage with fibre to the home by 2022. Reciprocal network sharing with Vodafone limits projected costs while helping to future proof the network.

Consistent Financial Policy: Leverage appears stable and improving while dividend trends are established but with no clear public commitment to a predetermined pay-out ratio. Management appears conscious of the need to manage financial leverage, maintaining flexibility in case of spikes in organic cash flow demands (eg. spectrum acquisition) and the appropriate application of cash flow. Fitch’s rating case envisages FFO net leverage improving moderately from an estimated 2.7x at end-2017 (3.0x end-2016) providing an improving level of headroom against a downgrade threshold of 3.2x. Rating Derivation Relative to Peers

Rating Derivation versus Peers Peer Comparison NOS' business profile compares well against its Portuguese competitors MEO and , both of which have operating profiles typical of investment-grade companies.

In terms of the broader peer group, we view the closest peers to include Royal KPN .V. (KPN; BBB/Stable), Telefonica Deutschland Holding AG (TEF DE; BBB/Positive), Sunrise Communications Holdings S.A. (BB+/Stable) and Telenet Group Holding N.V. (BB-/Stable). NOS has a tangibly stronger growth profile than the first three with comparable cash flow metrics. NOS has a strong market position, in particular given its leading position in convergence. While competitive, a balanced three-player telecoms market provides a degree of stability not necessarily seen in the markets of the wider peer group, an important factor when measuring the stability of its operating environment.

NOS' operating and financial profile compares well with that of KPN and TEF DE, even though it is smaller. Its ratings sensitivities (ie. upgrade/downgrade thresholds) have been set in line with TEF DE and marginally tighter than KPN.

Although we would not preclude a rating for NOS at the 'BBB+' level, we feel the rating sits more comfortably at 'BBB' given the company's business and financial profile. While an operator's scale relative to its national market is more important than absolute size, 'BBB+'-'rated telecoms tend to be larger or geographically diversified operators with a range of levers available in the event that leverage or liquidity become pressured. This is less likely to be the case with a smaller geographically concentrated business. Parent/Subsidiary Linkage Parent/Subsidiary Linkage is applicable. Country Ceiling Country Ceiling constraint was in effect for these ratings. Operating Environment Operating Environment influence was in effect for these ratings. Other Factors n.a.

Source: Fitch

NOS, S.G.P.S., S.A. 11 April 2018 2

Corporates Telecommunications / Portugal

Rating Sensitivities Developments That May, Individually or Collectively, Lead to Positive Rating Action – FFO net leverage maintained below 2.5x on a sustainable basis; – Mid-teen pre-dividend FCF margin on a sustainable basis; – Materially improved market position as measured by NOS’ overall share of Portugal’s retail market (31.4% at end-3Q17) and otherwise tangibly stronger operating metrics, recognising its market position is already strong. Developments That May, Individually or Collectively, Lead to Negative Rating Action – FFO net leverage that was expected to remain above 3.2x (2017: 2.7x) on a sustained basis; – Tangibly weakened pre-dividend FCF. A margin that was expected to remain below 5% on a sustained basis in conjunction with other downgrade criteria is likely to lead to a downgrade; – Persistently eroding market position as measured by the business’ overall share of retail revenue, share of convergent services, pay-TV and fixed broadband. Liquidity and Debt Structure Sufficient Liquidity: At end-4Q17, NOS reported EUR3 million of cash and cash equivalent coupled with available capacity of EUR245 million under their commercial paper programme, of which EUR13 million is issued without underwriting securities.

The nature of the CP market in Portugal sees banks underwrite the debt, which allows NOS to unilaterally renew issues on or before the programmes maturity date. Due to this, despite the appearance of short-term debt, we believe it is unlikely that NOS will make these repayments, as CP debt is continually rolled over before maturity.

NOS, S.G.P.S., S.A. 11 April 2018 3

Corporates Telecommunications / Portugal

Debt Maturities and Liquidity at FYE17

Liquidity Summary Original Original 31 December 2016 31 December 2017 (EURm) Total Cash & Cash Equivalents 2.3 3.0 Short-Term Investments 0.0 0.0 Less: Not Readily Available Cash and Cash Equivalents 0.0 0.0 Fitch-defined Readily Available Cash and Cash Equivalents 2.3 3.0 Availability under Committed Lines of Credit 195.0 245.0 Total Liquidity 197.3 248.0 Plus: Fitch Forecast 2018 FCF (post dividend) 12.0 Total Projected 2017 Liquidity 260.0

Liquidity Score 1.3

LTM EBITDA 557 581 LTM Free Cash Flow -25 10

Source: Fitch Ratings, Inc., Company filings

Scheduled Debt Maturities Original

(EURm) 31 December 2017 Less than 1 year 210.1 Between 1 and 5 years 829.4 More than 5 years 125.3 Total Debt Maturities 1,164.8

Note: Total debt includes Debenture loans, Commercial Papers, Foreign Loans, Bank overdrafts and Finance Leases. Total debt maturities include the following Bond maturities: EUR200m 2019, EUR175m 2020, EUR150m2022, EUR60m 2023 Source: Fitch Ratings, Inc., Company filings

NOS, S.G.P.S., S.A. 11 April 2018 4

Corporates Telecommunications / Portugal

Key Assumptions Fitch's Key Assumptions Within Our Rating Case for the Issuer – Positive annual revenue growth resulting in a CAGR of 1.3% by 2020; – Broadly stable EBITDA with margin expansion of about one percentage point by 2020; – Capex as a percentage of revenue declining from 19% in 2017 to about 17% in 2020, excluding spectrum payments; – Dividends paid to increase to about EUR200 million in 2020. Financial Data

Historical Forecast

(EURm) Dec 2015 Dec 2016 Dec 2017 Dec 2018F Dec 2019F Dec 2020F SUMMARY INCOME STATEMENT Gross Revenue 1,444 1,515 1,562 1,585 1,608 1,624 Revenue Growth (%) 4.4 4.9 3.1 0.0 0.0 0.0 Operating EBITDA (Before Income From 533 557 581 590 600 611 Associates) Operating EBITDA Margin (%) 36.9 36.8 37.2 37.2 37.3 37.6 Operating EBITDAR 585 603 620 630 641 652 Operating EBITDAR Margin (%) 40.5 39.8 39.7 39.7 39.8 40.1 Operating EBIT 147 143 143 233 264 260 Operating EBIT Margin (%) 10.2 9.4 9.1 14.7 16.4 16.0 Gross Interest Expense -32 -26 -26 -26 -26 -26 Pretax Income (Including Associate 115 112 142 213 243 240 Income/Loss)

SUMMARY BALANCE SHEET Readily Available Cash and Equivalents 10 2 3 15 16 -117 Total Debt With Equity Credit 1,158 1,197 1,165 1,165 1,165 1,165 Total Adjusted Debt with Equity Credit 1,571 1,562 1,481 1,485 1,490 1,493 Net Debt 1,148 1,194 1,162 1,149 1,148 1,282

SUMMARY CASH FLOW STATEMENT Operating EBITDA 533 557 581 590 600 611 Cash Interest Paid -41 -31 -30 -26 -26 -26 Cash Tax -3 -21 -17 -10 -25 -35 Dividends Received Less Dividends Paid to 0 0 0 0 0 0 Minorities (Inflow/(Out)flow) Other Items Before FFO -55 -60 -59 -84 -81 -82 Funds Flow From Operations 442 453 480 475 474 474 Change in Working Capital -24 -62 -69 -30 -21 -16 Cash Flow From Operations (Fitch Defined) 418 391 411 445 453 458 Total Non-Operating/Non-Recurring Cash 0 0 0 Flow Capital Expenditure -371 -334 -299 Capital Intensity (Capex/Revenue) 25.7 22.0 19.1 Common Dividends -72 -82 -103 Net Acquisitions and Divestitures 0 0 0

NOS, S.G.P.S., S.A. 11 April 2018 5

Corporates Telecommunications / Portugal

Other Investing and Financing Cash Flow -17 -24 8 0 0 0 Items Net Debt Proceeds 2 85 -42 0 0 0 Net Equity Proceeds -8 -21 0 0 0 0 Total Change in Cash -48 16 -25 12 1 -134

DETAIL CASH FLOW STATEMENT FFO Margin (%) 30.6 29.9 30.7 30.0 29.5 29.2

Calculations for Forecast Publication Capex, Dividends, Acquisitions and Other -443 -416 -401 -433 -452 -591 Items Before FCF Free Cash Flow After Acquisitions and -25 -25 10 12 1 -134 Divestitures Free Cash Flow Margin (After Net -1.7 -1.7 0.6 0.8 0.1 -8.2 Acquisitions) (%)

COVERAGE RATIOS FFO Interest Coverage (x) 11.6 15.1 16.6 19.3 19.3 19.3 FFO Fixed Charge Coverage (x) 5.7 6.8 7.8 8.1 8.1 8.0 Operating EBITDAR/Interest Paid + 6.3 7.8 8.9 9.6 9.7 9.8 Rents (x) Operating EBITDA/Interest Paid (x) 13.1 17.7 19.1 23.0 23.4 23.8

LEVERAGES RATIOS Total Adjusted Debt/Operating EBITDAR 2.7 2.6 2.4 2.4 2.3 2.3 (x) Total Adjusted Net Debt/Operating 2.7 2.6 2.4 2.3 2.3 2.5 EBITDAR (x) Total Debt with Equity Credit/Operating 2.2 2.1 2.0 2.0 1.9 1.9 EBITDA (x) FFO Adjusted Leverage (x) 3.0 3.0 2.7 2.8 2.8 2.8 FFO Adjusted Net Leverage (x) 3.0 3.0 2.7 2.7 2.8 3.0

Source: Fitch

How to Interpret the Forecast Presented

The forecast presented is based on the agency’s internally produced, conservative rating case forecast. It does not represent the forecast of the rated issuer. The forecast set out above is only one component used by Fitch to assign a rating or determine a rating outlook, and the information in the forecast reflects material but not exhaustive elements of Fitch’s rating assumptions for the issuer’s financial performance. As such, it cannot be used to establish a rating, and it should not be relied on for that purpose. Fitch’s forecasts are constructed using a proprietary internal forecasting tool, which employs Fitch’s own assumptions on operating and financial performance that may not reflect the assumptions that you would make. Fitch’s own definitions of financial terms such as EBITDA, debt or free cash flow may differ from your own such definitions. Fitch may be granted access, from time to time, to confidential information on certain elements of the issuer’s forward planning. Certain elements of such information may be omitted from this forecast, even where they are included in Fitch’s own internal deliberations, where Fitch, at its sole discretion, considers the data may be potentially sensitive in a commercial, legal or regulatory context. The forecast (as with the entirety of this report) is produced strictly subject to the disclaimers set out at the end of this report. Fitch may update the forecast in future reports but assumes no responsibility to do so.

NOS, S.G.P.S., S.A. 11 April 2018 6

Corporates Telecommunications / Portugal

Rating Navigator

Corporates Ratings Navigator NOS, S.G.P.S., S.A. Telecommunications Business Profile Financial Profile Factor Sector Risk Operating Management Issuer Default Competitive Technology and Regulatory Financial Financial Levels Profile Environment and Corporate Diversification Profitability Rating Position Infrastructure Environment Structure Flexibility Governance aaa AAA

aa+ AA+

aa AA

aa- AA-

a+ A+

a A

a- A-

bbb+ BBB+

bbb BBB

bbb- BBB-

bb+ BB+

bb BB

bb- BB-

b+ B+

b B

b- B-

ccc CCC

cc CC

c C

d or rd D or RD

NOS, S.G.P.S., S.A. 11 April 2018 7

Corporates Telecommunications / Portugal

Corporates Ratings Navigator NOS, S.G.P.S., S.A. Telecommunications

Operating Environment Management and Corporate Governance Below average combination of countries where economic value is created a- Economic Environment bb a- Management Strategy a Coherent strategy and good track record in implementation. and where assets are located. Strong combination of issuer specific funding characteristics and of the Board effectiveness questionable with few independent directors. "Key man" bbb+ Financial Access a bbb+ Governance Structure bb strength of the relevant local financial market. risk from dominant CEO or shareholder. Systemic governance (eg rule of law, corruption; government effectiveness) Some group complexity leading to somewhat less transparent accounting Systemic Governance aa bbb Group Structure bbb of the issuer’s country of incorporation consistent with 'aa'. statements. No significant related-party transactions. Good quality reporting without significant failing. Consistent with the average b- bbb- Financial Transparency bbb of listed companies in major exchanges.

ccc bb+

Competitive Position Diversification Service Platform a- Market Position a Very strong and sustainable market share in primary markets (> 30%). bbb+ bbb Operates several service platforms in primary markets but one is dominant. Diversification Primary markets characterized by medium competitive intensity and/or Geographic bbb+ Competition bbb bbb bb Limited geographic diversification. moderate barriers to entry. Diversification bbb Scale - EBITDAR bb >$500 million bbb-

bbb- bb+

bb+ bb

Technology and Infrastructure Regulatory Environment

aa- Ownership of Network a Owns almost all of its infrastructure. a- Regulatory Risk bbb Moderate.

Market leading network in terms of coverage and technology deployment, a+ Network and Service Quality a bbb+ with good quality of service.

a bbb

a- bbb-

bbb+ bb+

Profitability Financial Structure Lease Adjusted FFO a Volatility of Cash Flow bbb Volatility and visibility of cash flow in line with industry average. a- bbb 3.3x Gross Leverage Lease Adjusted FFO Net a- EBITDAR Margin a 35% bbb+ bbb 3.0x Leverage bbb+ FFO Margin a 30% bbb Net Debt/(CFO - Capex) bbb 8.0x

Total Adjusted bbb bbb- bbb 3.0x Debt/Operating bbb- bb+

Financial Flexibility Clear commitment to maintain a conservative policy with only modest How to Read This Page: The left column shows the three-notch band assessment for the overall Factor, illustrated by a a+ Financial Discipline a deviations allowed. bar. The right column breaks down the Factor into Sub-Factors, with a description appropriate for each Sub-Factor and its One year liquidity ratio above 1.25x. Well-spread maturity schedule of debt corresponding category. a Liquidity bbb but funding may be less diversified.

a- FFO Fixed Charge Cover a 6.0x

bbb+ FX Exposure aa No material FX mismatch.

bbb Navigator Version: RN 1.42.2.0 Corporates Ratings Navigator Telecommunications NOS, S.G.P.S., S.A. 11 April 2018 8

Corporates Telecommunications / Portugal

Simplified Group Structure Diagram

ZOPT, SGPS, SA Public Shareholders

52.15% 47.85%

NOS, SGPS S.A BBB/Stable EBITDA - EUR581m FY17

EUR41.8m Unsecured Bank Overdraft Outstanding:41.8m EUR91.7m Unsecured Foreign Loans Outstanding:91.7m EUR585.0m Unsecured Debenture Loans Outstanding:585.0m EUR570.0m Unsecured Commercial Paper Outstanding:338.0m EUR110.9m Unsecured Capital Leases Outstanding:110.9m

100%

Operating Subsidiaries

Source: Fitch, Company , As at Dec 2017

NOS, S.G.P.S., S.A. 11 April 2018 9

Corporates Telecommunications / Portugal

Peer Financial Summary

Gross Operating FFO Fixed FFO Adjusted Revenue EBITDA FFO Margin Charge Net Leverage Company Date Rating (EURm) Margin (%) (%) Coverage (x) (x) NOS, S.G.P.S., S.A. 2017 1,562 37.2 30.7 7.8 2.7 2016 1,515 36.8 29.9 6.8 3.0 2015 1,444 36.9 30.6 5.7 3.0 Inc. 2016 BB- 5,609 45.1 33.2 3.5 5.1 2015 BB- 6,286 44.8 34.7 4.1 4.9 2014 B+ 5,781 43.7 34.2 4.4 4.5 Sunrise Communications 2017 BB+ 1,584 31.9 28.1 4.5 3.2 Holdings S.A. 2016 BB+ 1,768 31.6 27.1 4.4 3.8 2015 BB+ 1,830 31.2 24.2 2.4 3.8 Telecom Italia S.p.A. 2016 BBB- 19,025 43.1 32.2 2.7 3.9 2015 BBB- 19,718 41.0 29.0 3.2 4.3 2014 BBB- 21,573 40.7 27.7 3.0 4.2 Royal KPN N.V. 2016 BBB 6,806 35.7 29.1 3.8 3.0 2015 BBB- 7,008 34.5 27.1 3.6 3.1 2014 BBB- 7,409 32.6 16.8 2.2 4.0 Telenet Group Holding N.V 2016 BB- 2,429 43.7 30.0 3.4 5.0 2015 BB- 1,822 49.1 33.5 3.7 4.4 2014 B+ 1,707 52.7 38.0 3.5 4.1 Telefonica Deutschland 2017 BBB 7,296 24.9 24.5 3.6 2.3 Holding AG 2016 BBB 7,503 24.1 23.8 4.0 2.0 2015 BBB 7,888 22.3 21.9 3.7 2.4

Note: NOS’s IDR of BBB/Stable Assigned 14 March 2018 Source: Fitch

NOS, S.G.P.S., S.A. 11 April 2018 10

Corporates Telecommunications / Portugal

Reconciliation of Key Financial Metrics

Reconciliation of Key Financial Metrics for NOS (EUR Millions) 31 Dec 2017 Debt & Cash Summary Non-Current Borrow ings as reported 954.7 Current Borrow ings as reported 210.1 Interest bearing loans and borrowings 1,164.8

Total debt w ith equity credit 1,164.8 Total off-balance sheet debt (8 x long-term lease expense) (f x 8) 315.6 Total lease-adjusted debt 1,480.4

Cash and cash equivalents as reported (3.0)

Net debt w ith equity credit (a) 1,161.8 Net lease-adjusted debt (b) 1,477.4

Revenue as reported 1,561.8 Operating Income as reported 142.8 Depreciation & Amortisation as reported 422.2 Add back: Other losses / (gains), net as reported 15.7

EBITDA 580.7 EBITDA Margin % 37.2%

Operating EBITDA as above 580.7 Gross interest paid as reported (c) (30.4) Interest received as reported 5.4 Net interest paid Calculated (d) (25.0) Cash tax paid as reported (17.3) Dividends to minorities net of dividends received as reported 0.0 Other items before FFO Calculated (58.4) Funds flow from operations (FFO) As below (e) 479.9

Cash provided by operating activities as reported 523.6 Adjustment for capitalised costs Fitch assumption (87.7) Interest Paid as reported (30.4) Interest Received as reported 5.4 Non-Operating/Non-Recurring Cash Flow Fitch assumption 0.0 Cash flow from operations (Fitch) Calculated 410.9 Change in w orking capital as reported (69.0) Funds flow from operations (FFO) Calculated 479.9

CFO less Capex Calculated 112.2 As % of revenue 7.2%

Long-term (LT) lease expense (Buildings & Towers only) as reported (f) 39.5 2.5% FFO Interest Coverage (x) (FFO + net interest paid) / gross interest paid (e - d) /(-c) 16.6

FFO fixed charge cover (x) (FFO + net interest paid + LT leases ) / (gross interest paid + LT leases) (e-d+f) / (-c+f) 7.8

Net debt / EBITDA (x) 2.0

FFO adjusted net leverage (x) Net lease-adjusted debt / (FFO + net interest paid + LT leases) b / (e-d+f) 2.7 Source: Fitch

NOS, S.G.P.S., S.A. 11 April 2018 11

Corporates Telecommunications / Portugal

Fitch Adjustment Reconciliation

Sum of Fitch Other (EUR Millions, As reported) Reported Values Adjustments Adjustment Adjusted Values 31 Dec 17 Income Statement Summary Revenue 1,562 0 1,562 Operating EBITDAR 620 0 620 Operating EBITDAR after Associates and Minorities 620 0 620 Operating Lease Expense 40 0 40 Operating EBITDA 581 0 581 Operating EBITDA after Associates and Minorities 581 0 581 Operating EBIT 143 0 143 Debt & Cash Summary Total Debt With Equity Credit 1,165 0 1,165 Total Adjusted Debt With Equity Credit 1,165 316 316 1,481 Lease-Equivalent Debt 0 316 316 316 Other Off-Balance Sheet Debt 0 0 0 Readily Available Cash & Equivalents 3 0 3 Not Readily Available Cash & Equivalents 0 0 0 Cash-Flow Summary Preferred Dividends (Paid) 0 0 0 Interest Received 5 0 5 Interest (Paid) -30 0 -30 Funds From Operations [FFO] 480 0 480 Change in Working Capital [Fitch-Defined] -69 0 -69 Cash Flow from Operations [CFO] 411 0 411 Non-Operating/Non-Recurring Cash Flow 0 0 0 Capital (Expenditures) -386 88 88 -299 Common Dividends (Paid) -103 0 -103 Free Cash Flow [FCF] -78 88 88 10 Gross Leverage Total Adjusted Debt / Op. EBITDAR* [x] 1.9 2.4 FFO Adjusted Leverage [x] 2.1 2.7 Total Debt With Equity Credit / Op. EBITDA* [x] 2.0 2.0 Net Leverage Total Adjusted Net Debt / Op. EBITDAR* [x] 1.9 2.4 FFO Adjusted Net Leverage [x] 2.1 2.7 Total Net Debt / (CFO - Capex) [x] 47.4 10.4 Coverage Op. EBITDAR / (Interest Paid + Lease Expense)* [x] 8.9 8.9 Op. EBITDA / Interest Paid* [x] 19.1 19.1 FFO Fixed Charge Coverage [x] 7.8 7.8 FFO Interest Coverage [x] 16.6 16.6 *EBITDA/ after Dividends to Associates and Minorities Source: Fitch

Covenant Summary A little more than half of the loans obtained come attached to consolidated net financial debta to consolidated EBITDA leverage covenants: – Approximately 46% require net debt / EBITDA <3.0x – Approximately 4% require net debt / EBITDA <3.5x – Approximately 6% require net debt / EBITDA <4.0x Current company calculated Net Financial Debt / EBITDA is 1.9x (December, 4Q17). a Net Financial Debt = Total borrowing minus Long-term contracts less cash and cash equivalent.

NOS, S.G.P.S., S.A. 11 April 2018 12

Corporates Telecommunications / Portugal

Full List of Ratings

Rating Outlook Last Rating Action NOS, S.G.P.S., S.A. Long-Term IDR BBB Stable New Rating 14 March 2018

Senior unsecured rating BBB New Rating 14 March 2018

Related Research & Criteria

Corporate Rating Criteria (March 2018)

Sector Navigators (March 2018)

Analysts

Stuart Reid +44 203 530 1085 [email protected] Joe Howes +44 203 530 1382 [email protected]

NOS, S.G.P.S., S.A. 11 April 2018 13

Corporates Telecommunications / Portugal

The ratings above were solicited and assigned or maintained at the request of the rated entity/issuer or a related third party. Any exceptions follow below.

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Copyright © 2018 by Fitch, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, New York, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch’s factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch’s ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed.

The information in this report is provided “as is” without any representation or warranty of any kind. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion is based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at anytime for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.

For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001.

NOS, S.G.P.S., S.A. 11 April 2018 14