AnnuAl RepoRt tIM 2012 - report:sustentabilidade
Transcription
AnnuAl RepoRt tIM 2012 - report:sustentabilidade
Annual Report TIM 2012 Menu PROFILE Presentation CEO’s Message Who we are Our strengths 1 1 2 10 Governance Corporate Governance Ethics in management Risk management 12 15 16 Strategy Growth strategy Economic and industry scenario Network and quality Offers and commercial approach 18 23 26 28 Performance Operational Finance Social and environmental 32 35 41 TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE PROFILE Presentation TIM’S POSITIVE PERFORMANCE IS THE RESULT OF INVESTMENT STRATEGIES AND COMMITMENT TO ETHICS 1 TIM was always recognized in the Brazilian market by its ongoing innovation capability, which became part of its DNA, and is currently one of the largest and most important companies in the country. Every day, we connect millions of people, companies and ideas, shortening distances, integrating the country and collaborating significantly for Brazil’s socio economic development. None of this would have been possible without the permanent contribution of a competent and committed team, of which I have the privilege of being part today. This annual report presents a scenario of TIM Participações S.A.’s main accomplishments in 2012, a year of many challenges in which the company demonstrated its capability to overcome obstacles, supported by solid business foundations. 2012 was a very difficult and challenging year for the sector and for TIM, particularly, including a management change in the company, a macroeconomics slow down, increased competition and a great increase of regulatory scrutiny, which in mid-year led to a quick, but hard, sales ban of several sector operators. After this suspension, additional Even in this scenario, in which TIM’s image was affected by the sales ban imposed by the National Telecommunications Agency (Anatel), the year of 2012 brought several positive results: the company was the fastest growing telecom operator (in number of customers and revenues), exceeding the milestone of 70 million customers and consolidating itself in the second position of the market. In addition, it conquered the leadership in the pre-paid segment, thus enabling millions of people to participate in digital inclusion. TIM demonstrated in 2012 its capability of overcoming challenges to better service its more than 70 million customers This report presents the path covered by TIM to reach profitable sustainable growth within the context of a highly competitive market such as the Brazilian one, demonstrating the company strategies, approaches and initiatives and the interrelationships with the various stakeholders. PROFILE CEO’s Message Renewed commitment with innovation, quality and transparency In March 2013, I became TIM’s CEO with great enthusiasm, starting the challenge of leading the company in its next phase of growth, together with the entire team. I come to TIM after more than 20 years of experience in the telecommunications and information technology markets, acting as chief executive of several companies of the sector in Brazil and overseas, and my most recent professional experience was as CEO of Cisco do Brasil, a company where I worked for the last seven years. allegations were disseminated against the company reputation, through an accusation of intentional drop call in one of its service plans, which in no way has any foundation, as was subsequently presented and recognized. Despite this very turbulent scenario, TIM closed the year with excellent results, demonstrating an impressive capability of navigating a turbulent period, supported by solid business foundations, innovative marketing strategy, sales force, differentiated channel strategy and, particularly, strong commitment and dedication of its more than 11 thousand direct employees. Many companies could have reacted negatively to a situation like this, but I’m sure that TIM, on the contrary, left 2012 even stronger, with a great team and a renewed commitment to innovation, quality and transparency in offering the best services for our more than 70 million customers. Leading telecommunications growth in Brazil We believe that innovations such as the Infinity and Liberty plans were key factors for the expansion of telecommunication services in Brazil. Through very transparent and innovative offerings, TIM managed to reinforce its position as the best cost-benefit rate in the market. Despite the im- TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE pact in image went through in the second half of 2012, the results and achievements were extremely relevant, reaching the leadership in the sector in indicators such as number of pre-paid users, revenue growth, growth in the base of mobile customers and growth of EBITDA, of market share of net additions and total minutes of use (MOU). Maintenance of leadership in customer base growth reaches therefore its tenth consecutive quarter, indicating the strength of the brand and of the positioning of the company offerings in the market. In addition, we reached the second position in the post-paid voice segment, showing also a good growth of the data services user base, exceeding 21 millions. 2 I believe the company today features all necessary conditions for maintaining focus on the sustainable business growth, having as our main values relevant innovation (the one that, effectively, makes a difference for our customers), search for quality and transparency. These values are key elements in supporting the strategy of continuing to gain market with the trend of replacing fixed by mobile and the growth of the data users base. This way, we will continue to provide innovative offerings that enable our customers to speak more, navigate more and go further. Rodrigo Abreu CEO Evolution of the operational strategy and positioning Even celebrating good consolidated results in the fiscal year of 2012, we cannot fail to recognize the difficulties in the areas of regulation and quality perception. But from them we extracted important lessons for business improvement and adjustment of our operational strategy to the huge company growth. Among other actions, we restructured the management of the network and of information technology, reinforced and extended the scope of initiatives for quality management and significantly increased investments in infrastructure anticipated in our industrial 2013-2015 plan. In addition, we intensified the regulatory approach and discussions, accompanying the perception of increased value of the telecommunications industry, highlighting the important role this sector has in the country’s socioeconomic development and increasing competitiveness. Regarding positioning among the customers, it is worth noting the transparency and commitment to quality. Along these lines, the site “Quality Website” allows our customers to track TIM’s investments and the effective coverage in each location, and even collaborate indicating where we must improve our network. Conclusion and perspectives for 2013 The year of 2013 will be of reacceleration of our business. In addition to further investments in the already existing infrastructure, with great focus in increased coverage and network quality, we will also start operating the 4G network, which becomes an additional alternative to the expected growth in data services usage by our customers. Once more, in an innovative way, TIM led with the pioneer adoption of a strategy of shared infrastructure in building and operating the 4G network, which allows increased speed and higher efficiency of the investments made. PROFILE Who we are Synergy with our controlling group is made of shared experiences and adoption of the policy of best practices TIM Participações S.A. is an open capital company with shares traded at the São Paulo Exchange Rate (BM&F Bovespa) and ADRs (American Depositary Receipts) traded at the New York Exchange Rate (NYSE). The company is also part of a selected group of companies comprising the “ISE” (Enterprise Sustainability Index) portfolio, and is the only telecommunications company that is part of ‘Novo Mercado’, the highest corporate governance level of BM&F Bovespa. The company is controlled by TIM Brasil Serviços e Participações S.A., a subsidiary of the Telecom Italia group. Innovation and quality are two of the strategic pillars TIM shares with its controlling company. To that end, TIM makes substantial investments in network and information technology (IT), building synergies with its controlling group by sharing experiences and adopting a best practices policy, always ensuring innovative experiences to all its customers. Through our subsidiaries, TIM Celular S.A. and Intelig, we operate, in addition to the mobile phone market, in the markets of fixed and long distance telecom and data transmission in all national territory. In addition, we started in August 2012 to offer Live TIM, our service of fixed ultra broadband, whose coverage area is the metropolitan areas of the states of Rio de Janeiro and São Paulo. TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE 70.3 million customers We are the second largest company providing mobile phone services in Brazil in total number of lines, with 70.3 million customers and market share of 26.9%, according to Anatel data as of December 31st 2012. We were leaders in Brazil in net addition of lines in 2012, maintaining the first place also conquered in 2011 and 2010. In this last period, we registered 6.3 million net additions, a 3% increase compared to the same period of 2011. In 2012, our net revenue of services was equivalent to R$18.8 billion, a 10% increase compared to the previous year. Our EBITDA also grew comparing these periods, showing a 7.6% increase in the annual comparison. Expansion of the optic fiber network Our optic fiber network is deployed across the entire country, with an extensive long distance network (backbone) of approximately 39 thousand kilometers, and metropolitan networks with unique capillarity to offer high quality ultra broadband service in the metropolitan areas of Rio de Janeiro and São Paulo. In addition, we started our project of expanding the metropolitan optic fiber network in the 44 main Brazilian cities (reaching approximately 50% of total traffic), which will extend throughout late 2014. This project is a key step of the company in order to deliver a high performance data service, including 4G technology. Among other projects, such as expansion of our long distance optic fiber network, we delivered the first phase of the LT Amazonas build project, consisting of an optic fiber backbone connecting the main cities of the North Region of the country, one of the areas there are most lacking in infrastructure in Brazil. Innovation transforming the market Our brand shows a strong association with innovation. We were pioneers in launching several products, such as the introduction of MMS and Blackberry in Brazil. We believe that some mobile phone plans we created, such as Liberty (unlimited use) and Infinity (concept of “pay per call”) transformed the mobile phone market in Brazil, aligned with our strategies of promoting voice traffic and long distance calls and accelerating the fixed to mobile substitution (migration of the traffic originated at fixed lines to those originated at mobile numbers). Our growth in the market of mobile telecom does not generate effects of revenue cannibalization, as we have no legacy in the fixed market. As a reflex of our commitment to improve the capability of providing high quality services, we invested R$ 3,386 million, of which approximately 93% in infrastructure and, considering the acquisition of the 4G license, this number reaches R$ 3,765 million. The amount exceeds by 10% the value invested in 2011, a sign that the company is aware 3 of the need to invest increasingly more on a sector that, by its nature, is capital intensive. Therefore, TIM will be the mobile company that will invest most in the 2012-2014 three year period, according to data presented by the mobile operators to Anatel. This movement has as a great leverage, our strategy of discontinuing the policy of subsidizing the acquisition of devices, diverting this amount to the focus on infrastructure. By the end of 2012, we had more than 10 thousand point of sales, between Premium stores and resellers (dedicated or multi brand), plus the capillarity of the large retail chains. In addition to traditional points of sale, our customers of the pre-paid segment have alternate channels for recharging, such as supermarkets and newsstands, with a total of more than 470 thousand points of sale distributed throughout all of Brazil. It is also worth mentioning the number of 131 own stores by the end of 2012, 50 of which were launched by the end of the year. Mission Be close to the customer, offering innovative connectivity possibilities and focusing on their several expectations and requirements, in order to contribute as an agent for social advancement through sustainable management. Vision To be the customers’ number one choice, by providing them with high-quality innovative services, while becoming the benchmark for profitability in the Brazilian telecommunications market. Values • • • • • • • • Proactiveness Transparency Speed Professional excellence Innovation Entrepreneurial spirit Customer-focuse Team spirit TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE 4 TIMELINE 1998 Privatization of the Telebras system, with the creation of 12 new holding companies, including Tele Celular Sul Participações S.A. (TSU) and Tele Nordeste Celular Participações S.A. (TND). 1999 Bovespa starts trading TSU shares. Company Bitel purchases the shareholder participations of TSU and TND, becoming their controller. The New York Stock Exchange (NYSE) starts negotiating TSU ADRs 2001 TIM acquires licenses in the D and E bandwidths of cellular mobile telecom, becoming the first authorized group with national coverage 2002 Launch of the GSM technology for D and E bandwidths. Conversion of service concessions in the Cellular Mobile Service (“SMC”) regime to the Personal Mobile Service (“SMP”) regime 2003 Telecom Italia (T.I.) forms TIM Brasil, a holding company of T.I.’s operating companies in Brazil. Launch of the Provider Selection Code (“CSP 41”) and the beginning of national and international long distance (LD) services. Subsidiary Telepar Celular S.A. had its name changed to TIM Sul S.A. (TIM Sul). Launch of the GSM technology for A and B bandwidths. TIM Brasil incorporates Bitel. 2005 The total incorporation of shares of TIM Sul and TIM Nordeste by TIM is approved. 2004 TND is incorporated to TSU, which has its name changed to TIM Participações S.A. (TIM). TIM shares begin negotiation in Bovespa, with the trading floor name TIM PART. S.A., using negotiation code TCSL3 for ordinary shares and TCSL4 for preferred shares. TIM ADRs begin to be traded at NYSE, maintaining the TSU code. TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE 5 TIMELINE (CONTINUED) 2007 TIM acquires a national fixed telecom license. TIM acquires third generation (3G) frequencies for all of the country (except “Triângulo Mineiro”), enabling it to offer 3G services in all states. 2008 TIM starts provision of 3G services through the TIM 3G+ brand, with new services, such as mobile broadband, videocall and mobile TV. Launch of “Tim Fixo”, establishing another milestone in the company’s convergence strategy. TIMi included in the portfolio of the Bovespa’s Corporate Sustainability Index (“ISE”), consisting only of companies highly committed towards sustainabilit y and social responsibility. Since then the company has been included in “ISE” every year. 2009 Start of the company’s restructuring process, with the arrival of the new president. Beginning of brand repositioning process. TIM changes its slogan to “Você, sem fronteiras” (you, without borders). TIM starts the launch of its new portfolio of offerings with the Infinity plan. 2010 TIM is chosen as the best mobile operator in Latin America operator at the World Telecoms Award 2010, an award granted by British magazine World Finance. Conclusion of the incorporation process of Intelig by TIM. TIM promotes the shareholder reorganization of its subsidiaries through incorporation of TIM Nordeste S.A. by TIM Celular. Relaunch of the Intelig brand with the media campaign “Intelig agora é TIM” (Intelig is now TIM). TIM reaches first place in LD market share, surpassing traditional competitors in the sector. Launch of the Infinity Web and Liberty Web data offerings, providing unlimited Internet access to the pre-payment and post-payment audiences, respectively. 2012 TIM reaches leadership in the prepayment segment and second position in the post-payment segment. Conclusion of the incorporation process of TIM Fiber RJ and TIM Fiber SP by TIM Celular. 2011 Launch of the Infinity Torpedo, the first offering for pre-payment customers with a focus on unlimited communication for the operator users and other users. Signing of the deal to build the fiber optics network (backbone) in the North Region of the country, expanding the operator’s infrastructure – “LT Amazonas” Project. Migration to the ‘Novo Mercado’, highest segment of corporate governance in Bovespa. TIM is the only Brazil telecom company listed in the ‘Novo Mercado’. Conclusion of the acquisition process for companies Eletropaulo Comunicações Ltda. and AES Communications Rio de Janeiro S.A., of Companhia Brasiliana de Energia. Conclusion of primary IPO, with emission of 200,258,368 ordinary shares at a price of R$8.60, for a total of R$1,722,221,964.80. TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE Broadness of Operation National Coverage TIM’s cellular telecom network is based on GSM technology. On December 31st, 2012 we had a national reach of approximately 95% of the urban population, with the largest GSM coverage in Brazil, active in 3.4 thousand cities. TIM also has a wide data coverage in the entire country, with 100% GPRS (General Package Radio Service) and 94% Edge (digital technology for cellular telecom that allows better data transmission), in addition to a sophisticated third generation network (3G) available for more than 72% of Brazil’s urban population. TIM COVERAGE 6 In 2012 the company maintained the internal program, which started in 2009, of monitoring the network quality, based on sample measurements conducted at the routes of the country’s main metropolitan areas. The program tracks the performance of TIM’s network and also of the other mobile operators, and is used to conduct fine tuning and provide quality improvements to the network. It is important to highlight that changes in the regulation of quality for the Personal Mobile Service (“SMP”), starting in March, 2012, changed the form of collecting information, increasing the quantity of samples analyzed and requiring greater effort in order to meet them. Therefore, TIM submitted to Anatel’s approval the National Action Plan for Improving “SMP” Provision, forecasting a significant increase in investments to improve quality during the 2012-2014 three year period, reaching the amount of more than R$ 9.5 billion. In this context of adjustment to the new regulation, TIM has already obtained a significant improvement in meeting the goal issued by Anatel, going from 53.14% of goals achieved in May 2012 to 68% in December of that same year. DURING THE YEAR, TIM PERFORMED SIGNIFICANT INVESTMENTS TO EXPAND COVERAGE AND DATA AND VOICE TRAFFIC CAPACITY International coverage (roaming) 3G Coverage GSM/Edge Coverage TIM made significant investments throughout the year, of which R$ 3.1 billion in network alone, to extend coverage and capability, keeping up with the growth of voice and data traffic. Overseas, TIM continues to expand the availability of international roaming services: there are already more than 450 networks available, in more than 200 destinations in the six continents (including Antarctic) for voice use, in addition to 150 destinations with data coverage (GPRS/Edge). In addition, the company is leader in coverage for pre-paid customers, offering the service in 46 destinations. Starting in 2009, TIM also offered 3G overseas and, in 2012, coverage was extended to more than 90 destinations. For the purpose of providing even more comfort to the service user, the customers travelling overseas also have coverage on board of sea cruises and airplanes, including some national flights (partnership between TIM, OnAir and TAM). TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE 7 • Bad Debt as a percentage of gross revenue, reached 2012 Highlights • Customer confidence unchanged: Best value for money. • Maintaining pre-paid leadership position, with 4.8 million 0.90% in 2012, a record of low level for the company. • The organic EBITDA of 2012 (adjusted for non-recurring events in Q3) reached R$ 5,052 million (+8,5% year over year). Excluding non-recurring events, the reported EBITDA reached R$ 5,010 million. net additions (or 38.1% share), reaching 59.6 million lines in 2012. • Post-paid voice sound acceleration. • The organic EBITDA margin in 2012 reached 27%, sup- ported by a margin of 28.4% in Q4. The reported EBITDA margin reached 26.7%. • MOU (minutes of use) reached 150 minutes in the fourth quarter of 2012 14.5% YoY growth a new record for the company. The 2012 average MOU was 136 minutes. • The organic net profit in 2012 reached R$ 1.5 billion (+17,4% year over year), supported by a 16.3% growth in Q4. • Penetration of smart / webphone reached 43% of the total base in 2012 (versus 27% in 2011). • ARPU (average revenue per user) reached R$ 20 in the fourth quarter of 2012, a 5.1% increase QoQ and a 9.5% reduction year over year (versus -11.0% in the third quarter). • The total net revenue grew 10% YoY in 2012. • The annual increase of data gross revenue in 2012 reached 39%, representing 19% of the total revenue of mobile services. • The total investment in 2012 reached R$ 3.8 billion, of which R$ 3.4 billion organic and R$ 0.4 billion related to 4G licenses; 93% of the total Capex was directed to infrastructure. • Live TIM update: 500 thousand homes-passed; approximately 160 thousand potential customer registered in the site and approximately 10 thousand active customers. • The total dividend to be proposed for 2012 reached R$ 743 million (versus R$ 533 million in 2011). Operational indicators 2010 2011 2011 X 2010 2012 2012 X 2011 Municipalities served (GSM) 3,203 3,294 2.8% 3,383 2.7% Market share 25.14% 26.46% 1 pps 26.87% 0 pps Total lines (000’s) 51,028 64,083 25.6% 70,343 9.8% Pre-paid lines (000’s) 43,549 54,778 25.8% 59,599 8.8% Post-paid lines (000’s) 7,479 9,305 24.4% 10,744 15.5% Gross additions (000’s) 28,608 39,755 39.0% 38,408 -3.4% Net additions (000’s) 9,914 13,055 31.7% 6,260 -52.1% Churn 42.4% 47.9% 6 pps 47.5% 0 pps Total ARPU 23.7 21.4 -9.8% 19.1 -11.0% Total MOU 116 129 10.8% 136 5.4% SAC 54 34 -38.2% 29 -12.7% Handset Sales (000’s) 8,012 11,780 47.0% 10,226 -13.2% Employees 9,712 10,562 8.8% 11,650 10.3% *pps: percent points TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE 8 Quality and service indicators 2010 2011 2011 X 2010 2012 2012 X 2011 SMP5 – Traffic channel allocation rate (voice)* n.a. n.a. - 97% (goal = 95%) - SMP7 – Drop Call* n.a. n.a. - 1.7% (goal = 2.0%) - SMP8 – Data connection rate* n.a. n.a. - 99% (goal = 95%) - SMP9 – Date connection Drop rate* n.a. n.a. - 3% (goal = 5%) - Anatel’s Index of Complaints under 1,000 acesses (last reported by Anatel) 0.470 0.300 -36.2% 0.420 40.0% Anatel’s Index of Carrying (last reported by Anatel) 76.41 95.05 24.4% 88.95 -6.4% *The “SMP” calculation formula was changed by Anatel on April/2012 INCOME STATEMENT (R$ THOUSAND) 2010 2011 2011 X 2010 2012 2012 X 2011 TOTAL GROSS REVENUES 20,319,295 24,757,565 21.8% 27,755,813 12.1% Gross Revenues Telecommunications Services 18,761,384 22,217,049 18.4% 24,350,086 9.6% Telecommunications Services - Mobile 17,480,139 20,691,604 18.4% 22,879,828 10.6% Telecommunications Services - Fixed 1,281,246 1,525,445 19.1% 1,469,795 -3.6% Gross Revenues Handset sales 1,557,910 2,540,517 63.1% 3,405,726 34.1% Discounts and deductions on Gross Revenues (5,861,846) (7,671,589) 30.9% (8,991,865) 17.2% Net Revenues 14,457,449 17,085,976 18.2% 18,763,947 9.8% Net Revenues on Services 13,571,625 15,353,228 13.1% 16,419,958 6.9% Net Revenues on Products 885,824 1,732,748 95.6% 2,343,989 35.3% Operating Expenses (10,244,399) (12,427,669) 21.3% (13,753,914) 10.7% EBITDA 4,213,051 4,658,307 10.6% 5,010,033 7.6% EBITDA margin 29.1% 27.3% -2 pps 26.7% -1 pps Adjusted EBITDA 4,213,051 4,658,307 10.6% 5,052,163 8.5% Adjusted EBITDA margin 29.1% 27.3% -2 pps 26.9% 0 pps EBIT 1,200,134 2,062,339 71.8% 2,321,445 12.6% Net profit 2,211,715 1,277,845 -42.2% 1,448,888 13.4% Adjusted net profit 2,211,715 1,277,845 -42.2% 1,500,143 17.4% * Consolidated financial and operational information, except when otherwise indicated, are presented according to the International Rules of Accounting (IFRS) and in reais (R$), according to the Law of Open Capital Entities. The analysis of demonstration of results in the fiscal year refers to TIM and Intelig operations. pps: percentage points **pps: percentage points TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE 9 CASH FLOW* (R$ THOUSAND) 2010 2011 2011 X 2010 2012 2012 X 2011 Additions to permanent assets (Capex) (2,835,761) (3,027,113) 6.7% (3,764,726) 24.4% Free operational cash flow 1,372,792 1,623,199 18.2% 1,824,250 12.4% Net cash flow 697,473 543,160 -22.1% 591,883 9.0% *Consolidated financial and operational information, except when otherwise indicated, are presented according to the International Rules of Accounting (IFRS) and in reais (R$), according to the Law of Open Capital Entities. The analysis of demonstration of results in the fiscal year refers to TIM and Intelig operations. SUSTAINABILITY INDEXES (GRI) 2011 2012 2,098,194Kg 100% 2,632,291Kg 100% 49,924GJ 49,947 1,342,931 1,311,878 176.4t 748t 222.6t 573.8t EN2-Recycled materials used Total paper consumed Percentage of recycled material compared to total EN3/EN4-Energy consumption from own sources (gas and diesel – vehicles and generators) and from third parties (electricity) EN22-Total weight of residues, by type and method of disposal Hazardous Non hazardous EN26-Initiatives for mitigating environmental impacts of products and services Level of electromagnetic emissions EN30-Total investment and expenses in environmental protection In 1,539 sites (139% more than in 2010) R$ 235.5 thousand In 2,058 sites (33.7% more than in 2011) R$ 1037 thousand In 2012, HR started a partnership with the area of Certification & Quality to develop a project for adjusting TIM to the National Policy of Solid Waste (PNRS). The first waste inventory ¬is also being developed, in addition to several education courses at PNRS. PR5 – Practices related to customer satisfaction, including results of surveys measuring such satisfaction The satisfaction average was 8.05. TIM received 20,174 complaints at Procon and solved 100% of their criticisms and complaints. The satisfaction average was 8.03. TIM received 13,540 complaints at Procon and solved 100% of their criticisms and complaints. LA10 – Average training hours per year, per employee 154.2 h/year 679,675.0 h/year SO8 – Total value of significant fines and non-monetary sanctions resulting from noncompliance with laws and regulations TIM received 8,156 labor claims and, in the same period, paid an amount of R$ 798,000.00 for cases of claims considered justified. TIM received 10,823 labor claims and, in the same period, paid an amount of R$ 2,705,000.00 for cases of claims considered justified. TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE PROFILE Our strengths TIM promotes creativity and encourages collaborators to overcome challenges TIM is an innovative and bold company, with 11 thousand collaborators helping to keep its position as fastest growing operator in Brazil. The company’s commitment towards quality and transparency in services and its highly trained staff of collaborators enabled it to become a reference in the national telecom segment. Assets How is it developed? 2012 Highlights TIM brand Result of the innovative company DNA, our offerings lead a great number of people to digital inclusion. Commitment to quality of service and transparency towards our customers. • • • • More than 70 million customers 2nd position in market share Leadership in pre-paid Launch of Quality Website Human Resources Human resources management is done by aligning the collaborator expectations with business needs and the market conditions. It is constituted of three pillars: People, Development and Education and Integration and Quality of Life. • • • • 11,650 collaborators in Brazil 13,036 registrations in courses 679,675 hours of training 30 thousand registrations to the “Estágio sem Fronteiras” (Internship Program) • 2,700 collaborators on the TIM Olympic Games in 270 teams. • 4,000 children supported at “TIM Abre as Portas” • 853,763 visits to the new intranet Advertising Campaigns Always focused on innovation and quality of service, TIM invests to improve the life of its customers. The campaigns translate the company slogan, “Você sem fronteiras”, therefore encouraging customers to speak more, do more and go further. • Launch of “Depoimentos” (campaign) • Creation of “Trem Azul” (Blue Train campaign) • Launch of new plans and services: Liberty Controle, Infinity Web Modem, Liberty Passport, Infinity Torcedor and Live TIM • Reality show at the Caldeirão do Huck TV program, looking for a Blue Man 10 TIM brand TIM was the operator with greatest growth in Brazil in 2012. It recently reached the milestone of 70.3 million customers, consolidating itself as the second ranked in the market. In addition, it conquered leadership in the pre-paid segment, thus enabling digital inclusion for many people. These numbers are the result of consistent work and innovative services that promote the category, as was the case, for example, with launching Liberty Control, a plan combining elements of post-paid with pre-paid, characterized by the fact that, even without credits, the customer may continue to speak (use the services) unlimitedly with any TIM in Brazil; and the launch of Infinity Web Modem, which allows the pre-paid user to have mobile internet in his computer for just R$ 1.99 per day of use. Another important attitude taken by TIM this year was to reaffirm its commitment to quality, launching the Quality Website, where its customers may monitor improvements in service and the ongoing evolution of its infrastructure, in addition to the expansion of the network itself. Human Resources Working for TIM is more than just having a job. It means being part of a bold and innovative company, which promotes creativity and encourages collaborators to break day-to-day barriers and overcome limitations. All of this with a focus on the customer, to take unlimited communication, access to technology and full mobility to the entire TIM community. The company manages its human resources aligning people’s expectation, business needs and market conditions. In a motivating and challenging work environment, TIM offers room and opportunities for its staff to expand horizons, evolve and leverage company achievements. TIM invests on continuous promotion of the professional development of its team, encouraging the commitment of collaborators with the company goals and strategic objectives. People The TIM group closed 2012 with 11,650 collaborators in all of Brazil. These people, with their stories and knowledge, represent the company’s intellectual capital and operate as key elements for the development of the business. With skills and attitudes that are essential for the company growth, the team is young and works with innovation and accomplishing energy. The age average is 31: 29% of the TIM PARTICIPAÇÕES: 2012 Annual Report PROFILE collaborators are 25 years old or less; 48% are between 25 and 35 years old; 17% are between 35 and 45 years old and 6% are more than 45 years old. In our staff, 48% of the people have high education or are undergoing, and 6% of the collaborators has post-graduate degrees. The numbers and achievements show that the collaborators comprise a diversified team highly qualified for overcoming the company challenges. The operating body of TIM is complemented by nine outsourced headcounts, 289 interns and 316 apprentices. Development and education At TIM, the collaborators have access to innovative tools and well-structured paths for evolving in the company and building a successful career. In synch with the organizational values, they outline their professional path based on their own professional experiences and knowledge acquired through the company investment. This is why TIM invests on classroom and online courses. In 2012, there were 13,036 participants in the Training and /Qualification Program, adding up to 679,675 hours, an average of 52 hours per employee. The courses are mainly focused on the pillars of technical, behavior and management competences required for the challenges of each job. To guide the career of its collaborators, TIM monitors the individual performance to guide them towards activities with more assertiveness. In addition to encourage and provide real growth opportunities, the company recognizes the differentiated dedication and performance of its professionals using Performance Management as reference. Throughout 2012, 1,087 collaborators were awarded with merit actions and internal opportunities, reaching 39.7% of the eligible population, with an average salary increase of 20.5%. Attraction and development of high potential professionals are priorities for TIM. Through “Talentos sem fronteiras” (Trainee program), TIM tries to identify and attract the best young professionals in the job market, preparing them to put new ideas in practice and assume strategic positions in the company in a short time. In 2012 16 new talents were selected to join the program, with a total of 68 participants in December. “Estágio sem fronteiras” (Internship program) brings to TIM youngsters with energy and determination, initiative, team spirit and, particularly, interest for challenges. In 2012, more than 30 thousand university students throughout the country registered to the program, an increase of approximately 35% in the quantity of people interested. 11 Integration and quality of life Among the initiatives aimed at health, well-being and quality of life, it is worth mentioning the TIM Olympic Games. The internal competition of national scope with forms of sports reinforces full mobility and values such as overcoming limitations, excellence and team spirit. In 2012, the event involved more than 2,700 collaborators in 270 teams in the regional and final phases. The values that rule the company operation were also highlighted in the event “TIM abre as portas”, in which the company receives the children of employees in its installations. The event, which reinforces the feeling of belonging and brings families close to TIM’s reality, providing environmental awareness and cultural activities for the 4 thousand participating children. COLLABORATORS WERE SUPPORTED BY MERIT INITIATIVES AND INTERNAL OPPORTUNITIES, RECEIVING AN AVERAGE WAGE INCREASE OF 20.5% These were not the only initiatives focused on the people that build the company. In 2012 the new intranet was launched; its goal was to ensure more information and integration for the collaborators. The new, friendly, interactive and collaborative digital work environment received an average of 853,763 visits per month throughout the year, including blogs, communities, wikis, personal area and other resources of social interaction. Collaborators gained more space to exchange ideas, learn, know more about the company and interact with their peers. Internally, the campaign of corporate identity gathered all collaborators around the same goal, highlighting the importance of everyone’s work for the company’s achievements. The motto “Paixão Azul – Sua paixão nunca foi tão azul” permeated all company communication with the TIM staff throughout the year. Advertising Campaigns TIM invests on innovation and quality services in order to improve the life of its customers through technology, i.e., to help them to speak more, do more and go further. These benefits were pictured in “Depoimentos” campaign, which told stories of people who went further using TIM services. TIM PARTICIPAÇÕES: 2012 Annual Report Governance Later, a choice was made to materialize TIM’s transformation power using a physical resource, which at the same time presented many metaphors: The Blue Train. Its main function is to help people to reach the destination of their dreams. In parallel with that, a consistent work of consolidation was made over the Liberty and Infinity plans, reinforcing the smart choice concept, with relevant benefits for the consumers. New plans and services for these platforms were also launched, like Liberty Controle, Infinity Web Modem, Liberty Passport and Infinity Torcedor. In addition, the fixed ultra broadband service Live Tim was launched, offering its users a unique navigation experience. There were, in total, 17 mass campaigns of high impact, using media such as television, radio, internet and printed media. Work with the Blue Man Group (BMG) also deserves mentioning, since it matured and consolidated a successful partnership that promises new developments and achievements in 2013. The greatest highlight was a reality show in the Caldeirão do Huck TV program, in search of a Brazilian Blue Man, demonstrating that TIM helps to develop the potential of people and, thus make their dreams come true. TECHNOLOGICAL CAPITAL Technology has a very important role to support the services provided to TIM customers in the various segments, now also including the residential fixed segment. In 2012, the company invested R$ 681 million (or 18% of the total investments) in Information Technology (IT); this, associated to a greater technological efficiency, enabled a 44% growth in the quantity of delivered projects. Some highlights of IT this year were: (1) Optimization of the post-paid billing process, which also enables the provision of invoices in electronic format with access via internet. This allowed a significant reduction of printing on paper, with advantages for the environment. (2) Implementation at the ARU (Audible Response Unit) of the predictive functions for identifying and profiling customers and automated services. These initiatives helped improve the efficiency of the service centers, leveraging a greater use of unattended channels. 12 Governance Corporate Governance Actions guided by legality and ethics, based on three principles: transparency, honesty and loyalty. TIM Participações S.A. is an open capital equity company, ruled by a Management Board and a Board of Directors, with the additional supervision of a Fiscal Board that also plays the role of Audit Board. The duties and responsibilities of the members of the Management Board, the Board of Directors and the Fiscal Board are determined by Brazilian law, the company’s Articles of Incorporation, the Regulation of ‘Novo Mercado’, the Internal Rules of the Board of Directors and the Internal Rules of the Fiscal Council. THE COMPANY SEEKS TO SUPPORT THE WELLBEING AND GROWTH OF COMMUNITIES IN WHICH IT OPERATES, WHILE PROMOTING SUSTAINABLE DEVELOPMENT IN THE CONDUCTION OF ITS BUSINESSES As an active and responsible member of the community in which it operates, the company and its managers must guide their actions by legality and ethics, based on three key principles: transparency, honesty and loyalty. While conducting its business, guided by ethics and loyalty, as well as good faith, the company seeks: (i) to act with transparency in business, (ii) to promote loyalty at competition; (iii) competitiveness excellence in the market; (iv) to service the well-being and growth of the community in which it operates; (v) to value its human resources; and (vi) to promote sustainable development.Única empresa de telefonia no Novo Mercado. TIM PARTICIPAÇÕES: 2012 Annual Report Governance Since July 2011, we are the only Brazilian company of the telecommunications sector listed in ‘Novo Mercado’ of BM&FBovespa. We understand that joining this segment aligned the interests of our controller and our minority shareholders regarding voting rights, tag along and dividends policy. In parallel, joining the ‘Novo Mercado’ leverages greater liquidity and value of our shares; allow wider access to international markets; promotes reinforcement of our institutional image and increased trust in our company; and reaffirms the long term commitment of Telecom Italia group with its operations in Brazil. 13 DISCLOSURE POLICY In 2002, TIM Participações adopted a Policy on Disclosure and Use of Information and Securities Trading under the terms of the stipulations of the Brazilian Securities Commission (CVM), which the company’s management adopted by signing an instrument of adherence. As part of this policy, a code of conduct was established, which all employees with access to inside information must abide by, in addition to imposing restrictions on trading in the company’s securities during certain periods. Practices of the maximum level of corporate governance: Ordinary shares – the capital should be comprised solely of ordinary shares with voting rights. Independent members – the Management Board should be comprised by, at least, five members, 20% of which should be independent council members; the maximum term should be two years; Tag along of 100% – in the case of sale of company control, all shareholders are entitled to sell their shares for the same price as the controlling block. Public offering – in case of de-listing or cancellation of ‘Novo Mercado’ contract with BM&FBovespa, the company should make a public offer to repurchase the shares of all shareholders, at least for the economic price. TIM IS COMMITTED TOWARDS BEST PRACTICES OF CORPORATE GOVERNANCE AND TRANSPARENCY REGARDING ITS AUDIENCES In addition, we are the only company in the sector to belong to the selected group of companies comprising the portfolios of Differentiated Corporate Governance (“IGC”), of the Index of Shares with Differentiated Tag Along (“ITAG”) and the Efficient Carbon Index (“ICO2”) comprised of companies that committed to adopting transparent practices regarding their greenhouse gas emissions effect (“GEE”). We are also part, for the fifth consecutive year, of the portfolio of BM&FBovespa Corporate Sustainability Index (“ISE”). Board of Directors The Board of Directors is a collegiate body responsible for managing the company at the highest level, comprising a minimum of five and a maximum of 19 members, with a two-year term of office, reelection being permitted. Currently, the Board of Directors is composed of nine members, three of whom are independent, including in this category the Chairman of the Board. All decisions taken by the Board of Directors are recorded as minutes, which are published and registered in the Book of Minutes of the Board of Directors and filed at the company’s headquarters. The Board meets ordinarily once every quarter and extraordinarily when summoned by its Chairman, by any of the Directors or by the company’s Chief Executive Officer. The Chairman of the Board can invite any member of the Board of Executive Officers and other company executives to participate at Board meetings. Outsiders who might contribute opinions or recommendations involving the subject matters on the agenda can also be invited – but with no voting rights. The Board of Directors also has two advisory committees whose role is to make recommendations: the Compensation Committee and Internal Control and Corporate Governance Committee. Both are composed of the Board’s own members. Board of Executive Officers Composed of at least two and a maximum of nine Executive Officers, the Board of Executive Officers is the body that represents the company and manages it on a day-to-day basis. The Executive Officers are elected by the Board of Directors, which can also remove them from office at any time. The term of office is two years, with reelection permitted. Currently the company’s Board of Executive Officers is composed of nine members. TIM PARTICIPAÇÕES: 2012 Annual Report Governance 14 Fiscal Council The Fiscal Council is the body that supervises the acts of the company’s management and the information to shareholders. At TIM, the Fiscal Council accumulates the functions of the Audit Committee, and is therefore structured to oversee the audit work undertaken within the company and analyze the effectiveness of the internal control systems. It is also responsible for the Complaints Channel, the system whereby anyone can report facts that might require investigation by the company. Installed and operative since 2004, the Fiscal Council comprises a minimum of three and a maximum of five members, all independent professionals acknowledged by the market and who have no other relationship with the company. Telecom Italia 100% Telecom ItAlia Internacional N.V. 100% TIM Brasil Serv. E Part. S.A. MINORITARY SHAREHOLDERS ON: 67% (1,611,969,946) ON: 33% (805,662,701) TOTAL: 67% (1,611,969,946) TOTAL: 33% (805,662,701) TIM Participações S.A. Instances of corporate governance General Assembly Fiscal Council / Audit Board Board of Directors Compensation Board Internal Control and Corporate Governance Board* Collegiate Board of Directors *Bodies linked to the Management Board Shareholders structure At the end of 2012, the company’s equity totaled R$ 9,886,886,593.46, represented by 2,417,632,647 common shares. TIM Brasil Serviços e Participações S.A. is the controlling shareholder of TIM, with 67% of the stock. 100% TIM Celular S.A. 100% Intelig Dividend Policy In accordance with the bylaws of TIM Participações, the company must distribute as mandatory dividends for each fiscal year ending December 31 an amount equivalent to 25% of the adjusted net income, provided cash is available for distribution. It is mandatory to maintain a legal reserve to which the company must allocate 5% of the net income of each fiscal year, until the balance of this reserve reaches the equivalent of 20% of equity. The annual distribution of dividends is voted at the General Shareholders’ Meeting. Sarbanes-Oxley Law Section 404 of Sarbanes-Oxley Law (SOX) requires the company to verify the effectiveness of the internal control system supporting the financial demonstrations, for the purpose of offering greater reliability and transparency to this information. In 2012, TIM received the certification for its compliance with the provisions required under Section 404 of Sarbanes-Oxley Law for the year of 2011; TIM has been receiving this certification since 2006, when the requirement was created for companies listed in American Depositary Receipts (ADRs), at the New York Stock Exchange; this is a demonstration of the company’s commitment to the highest levels of corporate governance. TIM PARTICIPAÇÕES: 2012 Annual Report Governance Governance Ethics in management Our code presents the attitudes in accordance with the company’s culture and values Our Ethics Code presents the principles followed by the Telecom Italia group. It is the basis of our organizational model and internal control system, since we consider ethics in conducting business as a factor that influences the company’s success. The Ethics Code presents the attitudes that comply with TIM’s culture and values, and is the company’s guide to put them in practice in the best way possible. Complying with our code, we are integrating our ideas and goals to consolidate an increasingly stronger identity for the company. The social bodies, collaborators, management body and service providers of the group companies, as well as all our other stakeholders, should comply with this code as limited by the corresponding competencies, functions and responsibilities. 15 Customer-focused Considers the customer, internal or external, as his main employer, and his satisfaction as key value. Knows how to listen to the customers to anticipate or quickly respond to the identified needs. Team spirit Cooperates and acts jointly, minimizing conflicts, maximizing information exchange and promoting leverage of everyone’s professional contribution in pursuit of a common goal. Innovation Ensures development of innovative solutions, promoting new paths for improving existing processes and systems and thus reinforcing TIM’s position in the market. Entrepreneurial spirit Takes direct responsibility for reaching concrete results, taking challenges and risks delegated as a growth opportunity, without taking to his supervisors problems that can be solved in the scope of the operation. TIM’S CODES AND POLICIES ARE ESSENTIAL TO ENABLE THE COMPANY TO ACHIEVE SUCCESS IN ITS ECONOMIC, SOCIAL AND ENVIRONMENTAL INITIATIVES Our values Proactiveness Anticipates and positively influences the events. Collects and develops opportunities that arise, creating proposals and initiatives that are useful for reaching the organization’s goals. Transparency Ensures, through his transparent and ethical conduct, the reinforcements of the internal and external relationships based on principles of loyalty and information exchange. Speed Considers time as an important resource, whose optimization impacts service costs and the potential for internal or external customer loyalty. Even facing a complex situation, without enough information, presents agile and effective solutions. Professional excellence Develops the competencies required by his field of operation, transmitting security and credibility to all others. Takes responsibility for self-development, using this professional growth project as a contribution for TIM’s success. TIM’s codes and policies* CODE OF ETHICS MARKETING AND COMMUNICATION POLICY BUSINESS CONDUCT CODE SUPPLIER RELATIONSHIP POLICY SOCIAL RESPONSIBILITY POLICY ENVIRONMENTAL POLICY *TIM’s codes and policies, conducted by corporate governance, are interrelated among themselves. TIM PARTICIPAÇÕES: 2012 Annual Report Governance Governance Risk management Devices and processes ensure that risks are identified, assessed and mitigated Our business may be adversely impacted if we are unable to successfully implement our strategic goals. Therefore, a series of devices and processes is used to ensure that these risks are identified, assessed and mitigated with plans for handling each one of them. Risk management permeates the entire structure of the company, according to each competency. The main areas operating directly over these risks are: • Internal Audit, linked to the Board of Directors; • Fiscal Council/Audit Board, linked to the Board of Directors; 16 • increased marketing, IT and network activities; • attraction, training and retention of qualified professionals, technicians, sales personnel and professionals focused on customer service We believe such requirements will generate significant demands on our management, operational and financial resources. Thus, a large portion of our investment (approximately 93%) was assigned to infrastructure (network and information technology). In addition, the development strategy of collaborators supports the need for technical and management qualification for managing those risks. Our success depends partially on our capacity to predict and timely adapt to technological changes. • Internal Control and Corporate Governance Board, linked to the Board of Directors; • Compliance, directly linked to the CEO; • Commercial Risk, linked to the chief operations officer. Technological changes Brazil’s cellular telecom market is experiencing significant technological changes, as demonstrated by: Telecom market risks • changes in the regulatory environment; Competition We are facing growing competition and this may affect the results of our operations. The deregulation of the Brazilian market in telecommunications services has adversely affected the industry’s historical margins. Our ability to compete successfully depends on the effectiveness of our marketing and our ability to anticipate and react to the competitive factors affecting the industry, including new services that might be introduced, changes in customer preferences, demographic trends, the economic situation, and the pricing and discount strategies of our competitors. Service Quality We believe our among others: growth expectations will require, • ongoing development of our operational and administrative systems; • reduction of the period from the introduction of new telecommunication products and their required updates or replacements, as seen with 3G technology; • ongoing improvement in capacity and quality of digital technology available in Brazil; • conduction of bid for concession of licenses to operate bands 2.5 GHz and 3.5 GHz (Wi-Max) with limited mobility. Thus, our success depends, in part, on the capability of anticipating and timely adjusting to technological changes. The arrival of new products based on these new technologies may negatively impact us if we are unable to update and improve our portfolio. TIM PARTICIPAÇÕES: 2012 Annual Report Governance In this context, marketing, information technology and network initiatives are important for identifying the technologies of the future, evaluate the best alternatives and develop innovations that maintain and expand the interest of our current and future customers. IN 2012, THE STRONG REGULATION MILESTONE REPRESENTED A HIGHER RISK FOR BUSINESS DEVELOPMENT, WHICH SHOWED SIGNIFICANT COMPETITIVENESS 17 Financial risks Through its subsidiaries (TIM Celular S.A. and Intelig Telecomunicações Ltda.), TIM employs derivative financial instruments purely for the purpose of reducing the risks associated with currency and interest rates and exchange rate variations, for non-speculative purposes, represented in their entirety by swap agreements. Exchange rate fluctuation risks These risks involve the possibility of our subsidiaries incurring in losses derived from fluctuations in currency rates, increasing the outstanding debt balance of financing obtained in the market and the attendant financial expenses. In order to neutralize these kinds of risks, our subsidiaries enter into swap agreements with financial institutions. Interest rate risk Regulatory risks Extreme measures adopted by Anatel, for the purpose of improving quality of service, may have a negative impact on our results. In July 2012, in order to force improvement in the quality of mobile telecommunication services provided in the country, Anatel imposed administrative sanctions, issuing a ban on sales and activation of services for the three main operators, including TIM. The ban was only revoked by Anatel after the operators individually made formal commitments to conduct specific investments on improving the quality of the services provided and on network expansion. In November 2012, Anatel imposed a new administrative sanction on us, suspending Infinity Day, a plan in which customers of specific states are charged by day of voice use (calls to TIM numbers and local fixed telephones). For this reason, Anatel, in a preliminary analysis, considered that this promotion could generate potential damage to the quality of our mobile telecommunication services. The injunction was revoked in January of 2013, after Anatel ruled that the promotion would not be a risk for the provision of our mobile services. Although such extreme measures adopted by Anatel are considered temporary, they could have a negative impact on our results, limiting our capability of following our strategy. Interest rate risks refer to variances in the fair value of credit lines at fixed rates of interest or in long-term interest rates (Brazilian acronym, TJLP), in addition to adverse movements in floating interest rates. These risks are mitigated through interest rate swap agreements, coupled with investments linked to interbank certificates of deposit (“CDI”). Credit risk inherent to ROVIDING SERVICES This risk involves the possibility that our subsidiaries may incur in losses arising from difficulties in collecting the amounts invoiced to subscribers. In order to reduce this type of risk, our subsidiaries carry out credit analyses, assisting in managing the risk involved when payment problems arise, while monitoring subscriber accounts receivable and blocking the ability of those in default to use the services. Furthermore, the company’s strategy of sharply reducing subsidy levels on handsets and alliances with credit card operators involving more extensive installment plans have also contributed to reduce this type of risk. Credit risk inherent to selling handsets and prepaid telephone cards The policy of the subsidiaries in selling handsets and distributing prepaid phone cards directly reflects the levels of credit risk accepted during the normal course of business. The selection of partners, a diversified portfolio of accounts receivable, the monitoring of loan conditions, positions and order limits established for storeowners and the constitution of real collateral are the procedures the subsidiaries adopt in order to minimize possible problems in collecting from their business partners. TIM PARTICIPAÇÕES: 2012 Annual Report Strategy Financial credit risk The risk here involves the possibility of our subsidiaries incurring losses arising from problems in redeeming shortterm financial investments and swap agreements because of counterparty insolvency. The subsidiaries keep the risk associated with these financial instruments to a minimum by operating only with financial institutions whose soundness is acknowledged by the market, in addition to abiding by a policy that determines maximum levels of risk concentration per financial institution. sOCIAL AND ENVIRONMENTAL RISKS TIM has identified environmental risks due to the National Policy on Climate Change, which may also affect the telecommunications industry. TIM believes its presence in all Brazilian states may be affected in the event the predictions surrounding climatic events come to pass, interfering in its business activity and leading to possible physical risks. • Increased consumption of electricity to maintain network equipment at the appropriate temperature; • Increased cost of energy and shortage of its offer caused by the fact that a large part of the energy generated in Brazil comes from fluvial sources; • Shortage of renewable energy sources; • Influence of humidity and salinity on the useful life of equipment ; • Adverse impact on mobile telephone signals in the event of higher rainfall levels; • Adverse financial impact due to higher insurance prices involving natural disasters; • Impact on the employee health and well-being; • Loss of income among consumers; • Interruptions or deteriorations in telecommunications ser- vices provision due to potential environmental disasters on the network infrastructure. In 2012, TIM carried out the Environmental Risk Prevention Program (PPRA) and the Occupational Health Medical Control Program (PCMSO), also taking into account the activities of the Customer Relationship Center. In addition, we held the Internal Workplace Accident Prevention Week (“SIPAT”) and set up the Internal Accident Prevention Committee (“CIPA”). 18 Strategy Growth strategy TIM works towards universally extending mobile telecommunications in Brazil, and accomplishing its stakeholders’ expectations In a country with an expanding middle class, mobility services demand and repressed demand for internet services, TIM positioned itself to provide relevant innovations and transparent offerings to consumers in general. In this context, TIM’s strategy has been improving, together with changes in the Brazilian market, in order to provide the best services to help achievement of universal mobile telecom in Brazil while accomplishing expectations of the various stakeholders. Our growth strategy is characterized by leveraging TIM’s unique position of an entirely mobile operator* to take advantage of the trend of replacing fixed traffic and lines with mobile ones, while other operators need to be concerned with protecting their fixed service revenue. Also as part of this strategy, TIM takes advantage of the growing demand for data services to provide internet access from mobile devices, enabling connectivity anywhere, anytime. With this strategy as a base, we develop our initiatives through four waves of growth of the Brazilian market: growth of the mobile customer base, growth in voice use, growth of data use and development of the ultra broadband. The details of the strategy for exploiting each one of these waves always maintained as main focus the balance between growth and profitability. Customer base growth: expanding the community Creating and nourishing a concept of community is the key for growing the customer base and at the same time increasing the value in participating in such community. This perception transforms the relationship of users with the company and creates a virtuous cycle for capturing new customers. TIM is classified as a purely mobile operator because it has little exposure to fixed telecommunications services: these represent approximately 5% of the company’s income TIM PARTICIPAÇÕES: 2012 Annual Report Strategy Based on this direction, we built a business approach with attractive and segmented offerings and a capillary distribution optimized for each type of service. The result was an expansion of 10% (year over year) of the customer base and a community of more than 70.3 million users, who increasingly benefit from its size. For the three-year period of 2013-2015, the company’s objective is to reach approximately 90 million mobile users in 2015. Growth of voice use: fixed to mobile substitution The fixed to mobile substitution is a global trend, which gains strength in the country due to the greater appeal presented by mobility, thanks to convenience and, as is the case in Brazil, also for lower costs. This trend drives the migration of users from fixed networks to mobile ones, creating a significant threat for integrated/convergent operators (with fixed and mobile services) and opening a great window of opportunity for operators that have a purely mobile approach. Our strategy tried to accelerate this trend and leverage the concepts of unlimited use per month (Liberty post-paid plan) or per call (Infinity pre-paid plan), generating real benefits to users while consolidating new sources of revenue, such as long distance calls. This approach yielded a 14% increase (year over year) in the monthly average use, reaching 150 minutes per user per month in the fourth quarter of 2012, the highest level of the industry in Brazil. The company forecasts a scenario in which this number could surpass 200 minutes in 2015. Growth in data use: internet for all Offering the opportunity for everyone to connect to the digital world through the internet is one of the country’s greatest challenges, particularly considering the weakness of the fixed broadband services. In this context, mobile data services are the most efficient solutions, and taking advantage of this, TIM defined its strategy of promoting the use of data through mobile devices. The Liberty Web and Infinity Web offerings, which promote the use of smartphones, tablets or minimodems, are a direct response to the repressed market demand for these services. Supporting this strategy, the company invests in infrastructure to service the exponential growth of data traffic, with projects aimed at expanding the metropolitan transport and long distance networks, through acquisitions and its own developments. In addition, it was important to encourage customers to acquire handsets capable of using data, so that adoption of new services by the users would have no barriers. This strategy resulted in a penetration growth of smartphones, from 27% of the base in 2011 to 43% in 2012, and a 30% increase (year over year) in data revenue, becoming approximately 20% of the company’s total income. Considering the 19 great opportunity represented by this segment, TIM projects that these revenues will exceed 26% of the company’s total income in 2015. Development of the ultra broadband: high speed and widely available internet In 2012, TIM entered a new segment, the fixed ultra broadband, through the operation of TIM Fiber (formerly AES Atimus, acquired in 2011), with the service named Live TIM. This segment is viewed as a new opportunity of covering a market with repressed demand for high speed and high quality services. OUR STRATEGY SEEKS TO ACCELERATE THE TREND OF REPLACEMENT OF FIXED TELEPHONES WITH MOBILE ONES, STIMULATING UNLIMITED COMMUNICATIONS We see in ultra broadband another way of participating in a segment of telecommunications that we believe will grow significantly in the next few years. In addition, this is a way of weakening our competitors, considering that their strategies of protecting fixed revenues are based in great part on the combination of fixed telecom services with broadband services. Launched in August 2012, the Live TIM service ended the year with approximately 10 thousand users in the cities of São Paulo and Rio de Janeiro. The speeds delivered to users are, on average, above the contracted speeds (delivered speed of 37 Mbps* on contracted 35 Mbps packages and delivered speed of 53 Mbps in contracted packages of 50 Mbps) and the service is available for more than 500 thousand domiciles. In the industrial plan published by the company, we estimate that Live TIM service will reach a coverage of approximately 2 million homes in which the service is available for contracting. 2013: focus on quality and transparency 2012 imposed new challenges to TIM in the areas of regulation and positioning towards customers. The sales ban, in July, and the accusation of dropping calls on purpose demonstrated the need for reaffirming the commitment to transparency, in an encompassing manner and with quality. These pillars became key parts of the foundation that enables the growth strategy described above. TIM PARTICIPAÇÕES: 2012 Annual Report Strategy 20 Investments 4 Growth Waves In 2012, investments reached R$ 3.8 billion, of which R$ 400 million were used to acquire the fourth generation license in the 2.5 GHz band and the rest (R$3.4 billion) in organic projects aimed at business development and infrastructure reinforcement. The organic Capex represented 18% of the total net revenue. Customer Base > 90 million Community Expansion Growth Minutes of Use > 200 million Voice Services Data Revenue > 26% Internet for all Coverage ~ 2 million homes Ultra Broadband In this scenario, the CEO of TIM’s Board of Directors went public reaffirming these commitments, and the company started putting in practice a set of initiatives to recover the users trust and reinforce the brand attributes. Among these initiatives were the development of the “Quality Website” site – launched in beta version in October 2012 and, officially, in February 2013; the change in the company’s structure so that the area in charge of quality started to report directly to the CEO; and increased investments to expand the network capacity, ensuring compliance with the goals jointly defined with Anatel. In 2013 there will be further initiatives focused on the pillars of quality and transparency and maintenance of the outlined path, following our strategic plan translated in the four waves of growth. Investments on infrastructure added up to 83% of the total and 93% of the organic Capex, showing TIM’s focus on evolving its network and IT systems to provide services with greater quality. Compared to the previous year, organic investments increased 11.9%, and investments on infrastructure grew 5 p.p. Investment Profile 7% 10% 18% 65% Network Information Technology 4G License Commercial/Others Nevertheless, the company in 2012 faced strong criticism regarding the quality of its services. The company thus worked to strengthen itself, investing 13% above the plan (R$ 3.4 billion versus R$ 3.0 billion).This effort became evident in the plan jointly outlined with Anatel for the 2012-2014 three year period, whose 2012 goals were fully achieved. In the plan agreed with Anatel, several indicators were defined to measure the evolution of investments and the improvements achieved. Below, we present the main ones: TIM PARTICIPAÇÕES: 2012 Annual Report Strategy 21 Anatel Plan: Network development Anatel Plan: Quality goals (TRX Units, Kms of Fiber) (Preliminary results) Voice Capacity (TRX 000) SMP5 – Traffic channel allocation rate (voice) 95% 205 Anatel Plan 205 241 271 2012a 2013e 2014e Anatel Plan 97% 95% 95% 2012a 2013e 2014e SMP7 – Call drop rate Voice capability (Elements of channels 000) 2.0% 328 Anatel Plan 406 2012a 517 2013e 741 Anatel Plan 2014e 1.7% 2.0% 2.0% 2012a 2013e 2014e SMP8 – Data Connection Rate Kms of optic fiber (KM 000) 95% 38 Anatel Planl 39 47 53 2012a 2013e 2014e Anatel Planl 99% 98% 98% 2012a 2013e 2014e SMP9 – Data connection drop rate Sites connected with fiber optics (# of 000 sites) 5% Anatel Plan 2.7 Anatel Plan 3.3 1.3 1.3 2012a 2013e 2014e a: actual 3% 5% 5% 2012a 2013e 2014e e: expected TIM PARTICIPAÇÕES: 2012 Annual Report Strategy 22 In parallel, investments were also directed to increase 3G data services coverage, which is a key pillar of TIM’s strategy. Revenue performance is expected to benefit from the contribution of the following pillars, as already previously remarked: 3G Coverage Mobile Customer Base 72% 66% 54% (Millions of lines) 712 64.1 488 > 90 70.3 51.0 210 2010 2011 2012 2010 % of Urban Population Covered 2011 2012 2013e 2014e 2015e of Cities, Minutes of Use per User (per line) Perspectives > 200 Our strategic plan identifies great opportunities for operation in the Brazilian market, leveraging a unique position in the context of fixed-mobile replacement and the resulting revenue distribution remodeling in the telecom market. In addition, we also started to explore the large growth opportunity of mobile and fixed data services and internet access. 150 116 129 Double digit growth In this context, the company expects to increase the total net revenue in the next three years at a high single digit rate - between 6.7% and 10% (CAGR compound growth rate 2012-15). 2010 Revenue growth 2011 2012 2013e 2014e 2015e Internet for All (Mobile Data) (R$ BILHÕES) (% of Data as gross revenue of mobile service) High Single Digit Growth > 26% 14.5 17.1 18.8 19% 15% Double digit growth 13% 2010 2011 2012 2013e 2014e (Total Net Revenue, R$ billions , CAGR12-15) 2015e 2010 2011 2012 2013e 2014e 2015e TIM PARTICIPAÇÕES: 2012 Annual Report Strategy 23 This scenario will demand continuous investment; therefore, TIM approved a R$ 10.7 billion plan for the 2013 to 2015 period, mainly focused on infrastructure (more than 90% of the total). For 2013, the investment forecast is R$ 3.6 billion. • TIM Fiber residential broadband: offer the broadband service Capex Strategy Economic and industry scenario (CAPEX/REVENUE, INVESTMENT MIX) 19.6% 18.0% 18.0% The Brazilian mobile telecom market is number four in the world, with 132.8 lines for every one hundred residents 10.7 3.4 3.6 3.0 2.8 2.3 0.5 2010 2.7 3.1 0.3 0.2 2011 2012 2013e in the two largest metropolitan areas of the country (Rio and São Paulo), covering approximately 2 million residencies. 2014e 2015e % of net revenue Infrastructure investments (in R$ billion) Other investments (in R$ billion) This plan calls for investments in several fronts, with the main ones being listed below: • 2G network: improvement of indicators and perception of voice quality, with 32% capacity growth (quantity of TRXs) by 2014; • 3G network: acceleration of coverage, reaching in 2015 more than 80% of the population covered, and growth of the data traffic capacity by 83% (quantity of channel elements); • Fiber-to-the-site (FTTS) project: building optic fiber metropolitan networks in the 42 main cities of the country, reaching 3.3 million sites connected through optic fiber; • Backbone projects: building long distance network infrastructure interconnecting all regions of the country and reaching, approximately, 53 million km of optic fiber by 2014; In 2012, the global economy continued to suffer with the fiscal crisis of the United States and Europe. Even though the risks of disruption have noticeably decreased in recent months, the economic situation for the USA and Europe continues to inspire caution. Global growth proceeds at a slow and dissonant pace, with developed countries growing less than emerging ones. Specifically, the Euro Zone recession will probably remain a concern, while in the USA expansion should be positive, but insufficient to take unemployment and inflation to levels considered tolerable by the Federal Reserve. In Brazil, the year of 2012 maintained the same trend observed in 2011, with continuous drops in GDP projections (0.98%). The internal market was weaker than in 2011, mostly as a result of deceleration in the credit market in response to the rise in defaults and debt level of families, and the lack of response of investments to governmental incentives. The “SELIC” rate and the exchange rate were used to drive growth in the country, thus keeping inflation at a level above the objective. Brazil’s official inflation rate (“IPCA”) ended the year at a rise of 5.8%, below the 6.5% reported by the Brazilian Institute of Geography and Statistics (“IBGE”) in 2011. It is worth stressing that the core of the objective established by the Central Bank points towards an inflation rate of 4.5% per year, with a margin of two percentage points higher or lower. Therefore, the end result of 2012 was positioned within expectations. The negative highlight of the year was in the areas of food and housing, which generated inflation rates of 9.86% and 6.79%, respectively. Regarding monetary policy, the Monetary Policy Committee (“COPOM”) maintained the trend towards “SELIC” rate reduction observed in the last months of 2011, starting at 11% TIM PARTICIPAÇÕES: 2012 Annual Report Strategy in December and ending the year of 2012 at 7.25% (lowest level in history). In addition to the consecutive reductions in the economy’s basic interest rate, a significant pressure was observed from the government, exerted through the Central Bank and Caixa Econômica Federal, to reduce the financing rates offered by commercial banks. Regarding domestic demand, the Brazilian government has been reacting to the low growth with a series of incentive measures for consumption and investments. The good levels of employment and income sustained consumption by families throughout 2012. The dollar rose in value during 2012, ending the year at R$2.04, compared to R$1.88 in 2011, an 8.5% increase. Euro also rose in value regarding the real, a 10.73% increase in 2012, ending the year at R$2.70, compared to R$2.43 in 2011. The economic instability in Europe and the United States strongly contributed to the reported currency valuations, as a result of the currency flow from Brazil to their countries of origin. The trade balance ended the year at an accumulated surplus of US$19.5 billion in 2012, presenting a reduction of 34.7% regarding the year of 2011. This decline can be mainly explained by the reduction in the export line, approximately US$13 billion, resulting from the weak pace of global consumption in 2012. 24 factors for growth in both sectors were the favorable economic scenario thanks to the credit expansion, improved income distribution (with part of the population migrating from the D and E classes to the C one) and the competition in the Brazilian cell phone telecom market. According to Anatel, the fixed telecom sector presented a slight growth of 2.1% when compared to the previous year, ending the period at an access volume of 42.9 million, which is a penetration of approximately 22 lines for every one hundred homes. MOBILE TELECOM IS ALREADY ESTABLISHED AS THE COMMUNICATION METHOD WITH THE BIGGEST PRESENCE IN BRAZILIAN HOMES, ACROSS ALL SOCIAL CLASSES Industry specificities Telecommunications sector The Brazilian mobile telecom market reached 261.8 million lines until the end of 2012, an annual growth of 8.1% (compared to 19.4% in 2011), and a penetration rate of 132.8%, surpassing the 123.9% reported in 2011, according to Anatel. The growth of the mobile market has been supported by three main factors: stimulus for local and long distance on-net calls (creating the effect of multiple SIM Cards in the pre-paid segment), the M2M (machine-to-machine) market, and the growth in the demand for data services, particularly in smart/webphones. The Brazilian mobile telecom market is the fourth in the world, and in 2012 reached a penetration rate of 132.8 lines for every one hundred inhabitants. Cell phone telecom is already established as the communication media with the biggest presence in Brazilian homes among all social classes, thanks to offers on the market focused on calls within the same operator. Most of the growth is still concentrated in the pre-paid segment, which reached an access volume of 210.8 million (+6.4% year over year), representing 80.5% of the market total. The post-paid segment reached the milestone of 51 million lines, a 15.6% year over year expansion. The key Mobile telecom in Brazil is a private industry in which prices and rates are regulated by the market. Anatel is an agency that regulates all telecommunications sectors in Brazil, with the mission of “promoting development of telecommunications in the country in order to equip it with a modern and efficient telecommunications infrastructure, capable of offering society appropriate and diversified services at a fair price, across national territory”. The Brazilian mobile telecom sector is one of the most competitive in the world, being one of the few to feature four competitors with national presence and market participation between 20% and 30%. The strong competition in the market results in higher margin pressure on account of commercial expenses on advertisement, commissions and subsidies. The subsidy practice as a competitive tool started being used again, even though it proved to be a risky practice considering high rates of “PDD” (provisions for questionable debtors). TIM adopts a zero subsidy policy, focusing on its service use offering. The recent move has been enabling a drop in the average rate prices, compensated by higher use. In 2012, TIM ceased to use the device subsidy tool and focused its efforts in encouraging use. TIM PARTICIPAÇÕES: 2012 Annual Report Strategy Intensive capital is also one of the main characteristics of the telecommunications industry. In order to support the increase in network traffic throughout the years, high levels of investment are needed in technology and infrastructure, in order to ensure the scale and quality of the provided services. As provider of an essential service for social and economic development of the country, TIM firmly believes that Brazil is consolidating itself in a standout position in the global economic scenario, and it is pleased to be able to contribute towards the country’s infrastructure development, promoting universalization of telecommunications services. TIM reaffirms its commitment towards new investments in 2013 and the constant search for more and better services, seeking to meet all the needs of all its stakeholders. TIM REAFFIRMS ITS COMMITMENT TO PERFORM NEW INVESTMENTS IN 2013 AND CONSTANTLY SEEK MORE AND BETTER SERVICES TO MEET THE EXPECTATIONS OF ITS SHAREHOLDERS In the year of 2012, faced with Anatel demands regarding improvement in the quality of the services provided by the industry, the company pledged to perform heavy investments in its networks in coming years, with investments planned already for 2013. According to the Network Improvement Plan presented by TIM to Anatel at the end of 2012, investments in the amount of R$8.2 billion will be performed until the end of 2014, focused on infrastructure and quality. The company’s investments will prioritize projects for expanding its network, with a forecast of 30% increase in 2G antennas and 24 thousand new kilometers of fiber optics by 2014; optimization of network use, with adjustments to improve the quality of the signal in the current coverage areas; and mapping of the main causes of drops and network failures, as well as the measures needed to prevent these events, ensuring the quality of the calls and data connection, enabling higher access capacity for users. 25 Regulation of the sector The telecommunications sector is under the regulation of the National Telecommunications Agency – Anatel, a special agency linked to the Ministry of Communications with autonomous and independent management. Anatel is responsible for defining the rules regarding provision of telecommunications services and the relationship between the different providers, under the terms of the General Telecommunications Law (Law #9.472, dated July 16th, 1997). Specifically regarding the operational activities of TIM, Intelig and TIM Fiber, Anatel developed a strict regulation for provision of services in the areas of mobile communications (personal mobile service – “SMP”), fixed telecom (commuted fixed telecom service – “STFC”) and data transmission (multimedia communication service – “SCM”). In the second half of 2012, operators TIM Fiber SP and TIM Fiber RJ were incorporated by TIM Celular, which took over continuity for service provision. Considering the significantly dynamic nature of the sector, particularly on account of the accelerated technological progress experienced by providers, mainly in the “SMP” area, the rules edited by Anatel are subject to periodic updates. In order to share planning of its actions with society and optimize execution of the public policies established by the Executive Power, Anatel approved the General Plan for Updating Telecommunications Regulations in Brazil – “PGR” (Resolution 516/2008). On the “PGR”, Anatel establishes short, medium and long term actions, defined respectively for two, five and ten years. This normative adjustment process takes into consideration the technical analysis of the specialized Anatel areas and the discussions arising from public consultation, through which the regulation updating proposals are discussed between Anatel, the government and society in general, always monitored closely by TIM. The publication of Presidential Decree #7.512, dated June 30th, 2011, established important milestones for the industry, such as the bid for fourth generation radiofrequencies and the determination of broadband quality goals, resulting in new regulation of “SMP” and “SCM” and attributing quality parameters for the provision of fixed and mobile broadband. In addition, the decree approved the new General Plan of Universalization Objectives (“PGMU”), which must be followed by the concessionaires of Commuted Fixed Telecom Service (“STFC”). TIM PARTICIPAÇÕES: 2012 Annual Report Strategy As a result of the new “PGMU”, Anatel edited on October 2012 the Regulation for Universalization Obligations. Throughout 2012, other important regulations with significant impact on the activities of TIM and Intelig were issued by Anatel, with the following highlights: • Regulation for Application of Administrative Sanctions, issued on May 2012, revoking the previous regulation about the topic. It is worth pointing out the redefinition of minimum and maximum amounts for the application of the fine sanction, according to the economic headquarters of the provider, as well as the suspension of enforceability of this sanction until Pado ends. • Regulation for Industry Exploration of Dedicated Line –“EILD”, issued on May 2012, revoking the previous regulation about the topic. • Audit Regulation, issued on August 2012, revoking the previous regulation about the topic. 26 Strategy Network and quality Investments in improvements focused on customer satisfaction are priorities for TIM’s management The year of 2012 was a very difficult one regarding the regulation environment and its resulting image damages. In the third quarter, Anatel imposed the prohibition of sales in 18 states and the Federal District, claiming quality problems, an action considered by TIM as out of proportion, not representing the company’s reality. • Resolution that approved the General Plan for Competi- tion Objectives – “PGMC”, issued on November 2012, introducing an important regulation milestone for the sector. • Another important regulation milestone for the telecom- munications sector was the publication of Law # 12.485, on September 2011, which generated a new scenario for the subscription TV services and the production and distribution of content, creating the Audiovisual Communication of Conditioned Access and the Conditioned Access Service – “SEAC”. As a result of this law, Anatel published on March 2012 the “SEAC” Regulation, establishing the provision conditions for this service, as well as for the existing subscription TV services. TIM PRESENTED TO ANATEL AN IMPROVEMENT ACTION PLAN INCLUDING EVEN BIGGER INVESTMENTS IN NETWORK INFRASTRUCTURE AND CONNECTION, AS WELL AS NEW GOALS FOR COMING YEARS In order to overcome this situation, TIM presented to Anatel on July 2012 the Action Plan for Improvement in Provision of “SMP” Services. According to internal analysis conducted by the company, all the objectives pledged to Anatel for December 2012 were reached in the national consolidated view. The network expansion plan was implemented as planned, with an increase of 30% in the volume of TRXs installed in December 2012, compared to the same period of 2011, and a 48% rise in the quantity of connected sites in fiber optics, considering the same period. TIM PARTICIPAÇÕES: 2012 Annual Report Strategy 27 Customer service In 2012, customer satisfaction remained one of TIM’s strategic priorities. The Quality Board started reporting to the CEO, with the goal of developing and coordinating activities for constantly improving the services and forging a closer relationship with the customers. The action plans for quality are prepared according to the insight generated by satisfaction surveys, feedback from customers in communications with the various relationship channels and other important indicators reflecting their perception. TIM ended 2012 reporting positive results, an evolution demonstrated in the main public indicators. The company in 2012 took the position of less mentioned operator in the telecommunications sector in the general ranking of “PROCONs” (consumer defense agencies) integrated to “SINDEC” (National System of Consumer Defense Information), improving its performance regarding 2011, when it came in second. Regarding “IDA” (Customer Service Performance Index), TIM maintained its second-place position, and in October, the last official result published by Anatel, it reached 89.35 points, 5.8 points below the leading operator and 16.2 points ahead of the last place. In the month of June 2012, TIM scored 98 points on “IDA”, its best score in the indicator. “Quality Website” Also in 2012, in a pioneer and innovative initiative, the “Quality Website” site was launched, enabling anyone to track the evolution of the service provided by TIM. The site reaffirms the commitment towards service quality and transparency, reinforcing TIM’s innovative DNA. In this site you can find out relevant information about the operator, coverage map, news about the telecommunications market and, in the future, tutorial videos about the specificities of the services. The site also includes the Improvement Action Plan presented to Anatel, so everyone can know the commitment assumed towards the regulation agency to improve network quality. In 2013, we will continue to strive to continuously improve the satisfaction of our customers. Quality and customer service indicators 2010 2011 2011 X 2010 2012 2012 X 2011 SMP5 – Traffic channel allocation rate (voice)* n.a. n.a. - 97% (goal = 95%) - SMP7 – call drop rate* n.a. n.a. - 1.7% (goal = 2.0%) - SMP8 – data connection rate* n.a. n.a. - 99% (goal = 95%) - SMP9 – data connection drop rate* n.a. n.a. - 3% (goal = 5%) - Anatel Complaints Ranking by one thousand access instances (last reported by Anatel) 0.470 0.300 -36.2% 0.420 40.0% IDA – Customer Service Performance Index (last reported by Anatel) 76.41 95.05 24.4% 88.95 -6.4% *The “SMP” calculation formula was modified by Anatel on April 2012. TIM PARTICIPAÇÕES: 2012 Annual Report Strategy Strategy Offers and commercial approach Innovation, optimized sales channels and quality customer services are pillars of TIM’s strategy TIM’s market approach is based on three fundamental pillars: innovative offerings, optimized sales channels and quality customer service. These pillars sustain TIM’s strategy of seeking unique positioning in regards to competitors, growing in an accelerated and sustainable manner. Therefore, the company’s strategy is based on understanding and segmentation of its customer base, enabling delivery, the provision of services and the offer of products according to customer profiles: Consumer and Business. Consumer For the consumer segment, TIM maintained its evolution in the Infinity and Liberty platforms (respectively, for pre and post-paid), adding the evolution of the Controle Plan to the Liberty concept, in order to develop its pre-paid value base with the migration to Controle, driving profitability in the segment, as it is a plan with hybrid characteristics, combining benefits of Liberty and Infinity: the freedom and convenience of a post-paid plan while allowing customers to control their expenses, like a pre-paid user. The portfolio of plans continues its innovative path, both in the delivery of voice access, with the rates for unlimited duration calls or for day of use in pre-paid (Infinity TRI Offering in Rio Grande do Sul and TIM Beta Offering), and the unlimited services of instant messaging and Internet on the cell phone, with rates per day of use. On post-paid, the company consolidates the Liberty concept, with unlimited monthly access in the voice, Internet, instant messaging and roaming services, with the flexibility and transparency of the Smart concept, under which the customer pays for the Added Value Services (“VAS”) only on the month in which they are used. 28 Main marketed plans: • Infinity (Pre-paid) – the customer is charged for unlimi- ted duration calls to any TIM number and local fixed telephones. In the instant messaging and cell phone Internet services, the customers are charged by day of use, with delivery of unlimited service; • Infinity TRI (Pre-paid in Rio Grande do Sul) – the customer from Rio Grande do Sul is charged by day of use of voice services (to any TIM number and local fixed telephones), instant messaging and cell phone Internet; • TIM Beta (Pre-paid) – segmented and restricted plan de- signed for younger consumers, with daily charging of voice service (to any TIM number), instant messaging and cell phone Internet; • TIM Liberty – for a fixed monthly cost, customers can speak with no limitation to any TIM number in Brazil, without restrictions of calls or call duration. It is also possible to add more advantages to the plan with the Liberty Radios service, for unlimited calls to any radio user (SME), without using the package of minutes. • Liberty Controle – for customers who want the benefits of unlimited calls to the whole TIM community in Brazil with full control of their expenses. Every month, the customer pays a fixed amount, speaks unlimitedly with TIM numbers, and also receives credits to use on other types of calls and services. In the context of the evolution of the Infinity platform, TIM launched the “Torcedor no Brasil” offering, with an innovative approach fully adapted to the needs of the soccer fan audience. The offering is based on the free and qualified delivery of relevant content from soccer clubs sponsored by TIM, aimed at higher mobilization of the customer base. This is one more step towards reinforcing the company’s commitment to establish itself as an operator that empowers its customers with relevant deliveries. In addition, throughout the year, faced with the increased dissemination of smartphones and webphones among the base, TIM added another recharge channel, the Recargas TIM Android application, for the users of Infinity Pré and Controle to recharge more conveniently, with a new portfolio adapted to the segment’s needs, using amounts that range from R$13 to R$100. In November, TIM brought another evolution to the Controle segment: Liberty Controle Express, integrating all the benefits of the Liberty Controle plan with the ease of payment through credit card, simplifying the adoption of new customers and the migration of its pre-paid base to this segment. TIM PARTICIPAÇÕES: 2012 Annual Report Strategy 29 Corporate Added Value Services (“VAS”) In the corporate segment, the portfolio of plans followed the same path as in 2011, but focusing on the plans with minute packages, which resulted in a considerable reduction of Liberty Empresa Zero and a strong growth of Liberty Empresa +50. This move indicates assertiveness in the guidance for offerings and the consolidation of products in combos that expanded the advantages in regards to minute package plans, while also stimulating the use of Internet and added value services, such as smartphones, modems and tablets. The participation of smartphones in device sales grew significantly throughout 2012, reaching at the end of the year an adoption rate of 43.1% of the total base. The Added Value Services had a strong showing on TIM’s market release agenda for 2012, always seeking to deliver innovative offerings to customers. The company also launched offerings with more added products and services, such as combos with tablet, further encouraging the use of Internet by providing devices that enable a broader use experience. The association with tablets also serves to strengthen the company’s innovation image, linking the data services to the TIM brand and thus expanding the portfolio of products in the minds of consumers. Also in 2012, TIM increased efforts in offers designed for larger corporations, offering in large negotiations, in addition to a lower plan cost, options for leased devices in all plans with minute packages. THE SEGMENTATION OF THE CUSTOMER BASE ENABLES SERVING, SERVICE PROVISION AND PRODUCT OFFERING ACCORDING TO PROFILES In addition to the plans of the Liberty Empresa line, TIM continues to offer the Empresa Mundi plans, with packages of 100, 400 and 800 minutes, allowing customers to use voice services with the same rate on local calls, national long distance calls and international long distance calls, providing the user with the option of picking the plan that best fits his needs. In March, TIM launched Liberty Torpedo for the corporate segment, allowing customers to send unlimited SMS to any operator for a fixed price per month, paying only on the months in which it is used. Infinity Torcedor, a partnership in the mobile segment, offered customers free content about their favorite team (Flamengo, Vasco, São Paulo, Palmeiras, Corinthians, Grêmio, Internacional, Bahia and Vitória), including daily news, score alerts, exclusive wallpapers and the official song for download. As part of its effort to design innovative services that make a difference for its customers, TIM created its Mobile Learning platform, with the “TIM+Inglês” and “TIM+Espanhol” products. These products allow users to learn another language through lessons by SMS and on the mobile site, offering them the possibility of studying anytime, anywhere. We also relaunched, at the end of 2012, the TIM App Shop, a portal of applications available for webphones and smartphones, in which customers can download free apps and purchase applications for the telephone paying with pre-paid credits or on the monthly invoice. In another innovative promotion, TIM offered daily raffles of R$1 thousand awards in the promotion “Prêmios grátis para você”, plus two brand new cars at the end of the promotion. Over 13 million TIM customers participated in the promotion, including free and paid users, with participating customers also competing for an additional daily award of R$5 thousand by paying only R$0,99+ taxes for participating. The success of this promotion was even bigger than with similar promotions conducted in 2011. In 2012, TIM extended to Business the same possibility of unlimited use of the Liberty Empresa voice plans for the SMS service. Liberty Torpedo, launched in March 2012 for the SMB market, consists in offering unlimited SMS sending for a fixed amount, paid only on the months in which the service is used. Financial services In 2012, TIM strengthened its activities in the area of Financial Services, developing partnerships and products in the areas of mobile banking, insurance, mobile payment and mobile money, with the goal of generating new revenue, while also supporting the company’s core business. Insurance against Theft and Robbery of Cell Phones In the beginning of last year, TIM commercially launched, in its own stores, insurance against theft and robbery of cell phones. Throughout the year, various sales and communi- TIM PARTICIPAÇÕES: 2012 Annual Report Strategy cation incentive actions were executed to create an insurance sale culture in TIM’s brand stores. In addition, in November, TIM launched the “Loja Virtual de Seguros”, an online sales channel. This insurance was developed in partnership with Assurant and allows customers to protect their device from the risk of theft and robbery, with low monthly costs. 30 Data offers - Internet on the cell phone Liberty Web Smart In order to further encourage the use of mobile Internet in the high value segment, TIM launched the Liberty Web Smart offering on April 2011. With Liberty Web Smart, customers of the TIM Liberty plans have unlimited Internet to use on smartphones for just R$29.90, paying only on the months in which they use the Internet. Protection Insurance with Awards Liberty Web Smart is not a data package and does not need to be contracted. Customers just need to have one of the eligible plans in order to be able to browse freely, without worrying about their consumption in megabytes or paying any extra to access the Internet. In addition to not needing to contract, customers also don’t need to commit towards a monthly payment of the package – if they don’t use the Internet in a given month, they won’t have the service cost on their bill. TIM Itaucard BBM and free Internet With the goal of driving the use of Internet among pre-payment customers with Blackberry devices, TIM launched on February the Blackberry Unlimited service, which allows Infinity Pré and Controle Plan customers with Blackberry devices to use BBM and social network applications, while browsing the Internet at will. Trying out new concepts of low-cost insurance for the C and D classes with the goal of seeking new sources of revenue, the “Proteção Premiada” was launched on July. It is a specific kind of insurance for pre-paid customers, offering coverage that reimburses funeral expenses by up to R$1 thousand and assistance services for crime victims, while also randomly selecting winners for R$500 each week. The TIM Itaucard was the first TIM payment product, a co-branded credit card in partnership with bank Itaú, based on its benefits platform. In 2012, the challenge was to gain market share, launching telemarketing actions and encouraging adoption of the card. Liberty Controle Express With the goal of creating a post-paid plan that could be marketed at large retailers without the need for credit evaluation, on November 2012 a new “controle” plan was launched, paid exclusively by credit card. The plan can be acquired by self-service using the Audible Response Unit (*144) and TIM’s site, in addition to the physical stores. Co-Branded Card Supporting the mobile banking pillar, TIM established a partnership on December to distribute a customized chip by BMG Bank, called BMG Tim Chip. It is a SIM Card with a BMG application, including bank services such as verification of balance and credit request. The chip is offered to BMG customers with BMG credit cards, and the expenses become credits on the customer’s cell phone. Initially, the marketed plans are Liberty Controle Express and Infinity. Mobile money In order to develop a product focused on pre-paid customers who do not use banks, the company established a partnership with Caixa Econômica Federal and MasterCard to develop new options of payments through the cell phone, in the mobile money format, a virtual version of a pre-paid bank card associated to a cell phone number. The product is planned to be available in the Brazilian market on the second half of 2013. By activating Blackberry Unlimited, customers agree to a daily charge of R$1, to be debited from the recharge balance or contracted payment plan. Infinity Web Launched in 2010, the Infinity Web services enables unlimited Internet access through the cell phone for only R$0.50 per day in which the customer uses the service. If the customer does not use the Internet, he doesn’t pay anything for it. The service reached the milestone of 4 million unique users per day, a growth of 54% in the annual comparison. Internet on the computer or tablet TIM features a full portfolio, with plan options allowing customers to choose which plan best fits his use profile and type of equipment used to browse: • For those who browse a bit on the computer, we have Liberty Web Light, with an allowance of 500 MB and a monthly payment of only R$35. Customers can browse with speeds of up to 1 Mbps until they reach their allowance limit. If they consume this volume of data, they can keep on browsing, but at a reduced speed. • As for Liberty Web Tablet, it was designed for customers who want an Internet plan to browse on this device. The monthly allowance is 800 MB, for R$49.90/month. On May 2012, TIM adjusted its offerings designed for use on the computer, increasing their allowances and reducing their prices. TIM PARTICIPAÇÕES: 2012 Annual Report Strategy Therefore, for customers who constantly access the Internet on their computers, TIM offers the Liberty Web Modem plan, with an allowance that went from 2GB to 3GB, and a price that went from R$79.90 to R$61 per month. For customers who use the Internet very frequently, Liberty Web Modem Plus received an allowance upgrade from 4 GB to 10 GB, and its price was reduced from R$109.9o to R$101. Long distance offering TIM maintained its strategy of increasing the market share of CSP 41 among its customers and promoting the migration of long distance traffic conducted through fixed access from other operators to TIM, launching actions to build customer loyalty and retain high value customers. This move consolidated TIM’s leadership in the national long distance market. The consolidation process of licenses 23 and 41 (return of CSP 23) was concluded. The customer base of 23 was migrated to 41, which absorbed 23’s plans and attributes, enabling construction of a single brand of LD operator for mobile and fixed. International roaming offer The company launched the Liberty Passport offer for voice and data, bringing to the customer the innovative concept of unlimited daily in foreign countries for post-payment customers (except “Controle”). Aligned with the current national offerings of the Liberty family, with Liberty Passport TIM customers can talk or browse in an unlimited manner across the five continents by paying a fixed value per day of use of each service (voice or data), without the need to previously contract the offering, thus simplifying adoption of the international roaming service, with attractive prices. Fixed telecom TIM, always seeking innovative offerings, launched on the third quarter TIM Fixed Unlimited. This product allows users to make unlimited duration calls to any fixed telephone in Brazil, from any operator, in addition to unlimited calls to local TIM mobile telephones, indicating a convergence between its products. Devices Regarding devices, TIM continued to sell them following the strategy of the separate chip, started in 2009. Customers can acquire unblocked devices, in 12 installments with no interest, in post-paid plans. During the first quarter of 2012, TIM started its special campaign to promote iPad 2, reaching great numbers in tablet sales. 31 On the second quarter, TIM offered an exclusive launch, Samsung SII Lite, at R$999, the cheapest device in the Galaxy S family. Also in this period, TIM launched the Nokia Lumia line products, as a way of expanding its smartphone mass marketing strategy. On the third quarter, TIM and LG launched the L smartphone line, which are high value Single SIM and Dual SIM Card smartphone products, showing once more the innovation of Dual SIM Card products in its DNA. On the last quarter of the year, TIM offered the Galaxy Pocket device at R$379, the cheapest Galaxy device on the market, following the mass marketing strategy for the Android platform. Commercial operations TIM has a broad sales distribution channel for chips and recharges in all states of Brazil, consolidating its national presence since 2002. The company has over 10 thousand point of sales, including Premium stores and resellers (exclusive or multi-brand), while also leveraging the capillarity of large retail chains. Our pre-paid service customers, in addition to the traditional point of sales, can also use alternative channels for recharges, such as supermarkets and newsstands, totaling over 470 thousand points spread across Brazil. 2012 was a year of significant challenges and achievements for the Commercial area. The strategy included the expansion of capillarity for point of sales, highlighting the opening TIM IS ACTIVE IN ALL BRAZILIAN STATES AND HAS MORE THAN 10 THOUSAND POINTS OF SALE AND RECHARGE FOR THE PREPAID SERVICE of 50 more of its own stores in 2012, a record number for any given year. In addition, there was also the launch of the School Store project, aimed at professional training of service personnel and employees of the operator’s stores, using training centers across the country that simulate the real environment of the sites. Innovative offerings were launched as well, including Liberty Passport and Liberty Controle Express. The increasingly challenging regulation scenario provided additional motivation to continue on our innovation path, further focusing on service quality and customer satisfaction. TIM PARTICIPAÇÕES: 2012 Annual Report Performance Even with the interruption of sales between July and August and the ban of the Infinity Day offer in November, right after its launch, TIM reached the milestone of 38.1 million gross additions, of which 34.4 million are pre-paid access and 3.8 million are post-paid. These numbers contributed to make TIM market leader in pre-paid and consolidate its second position in the market share ranking in Brazil. In pre-paid, the main growth engine remained the Infinity Pré plan, launched in 2009 and with its main value proposal expanded by new partnerships for the Infinity Torcedor, as well as offers like Infinity SMS and Infinity Web. Recharge revenue rose 12.7% in the year, with over 98% of recharges already conducted through the electronic channel. This great performance of the electronic channel is a result of the TIM POS Project, which has been executed by TIM since 2007, enabling expansion in the sale of electronic recharges and significant capillarity of sales channels. Meanwhile, in the post-paid area, the unique portfolio of the TIM Liberty plans was maintained, with added value from the launch of services such as Liberty Passport (voice and web), enabling customers to use the voice and data service in international roaming, across the five continents, in an unlimited manner, paying a single amount for a period of 24 hours, thus making the TIM Liberty platform fuller and more attractive. Another launch was the TIM Liberty Controle Express, combining the freedom of Post-paid with the control of Pre-paid, under which customers can talk as much as they want with any TIM in Brazil in local calls and DDD using 41, with full control of their expenses and paying directly through their credit card invoice. TIM also maintained the combo marketing mode, offering plans without mandatory staying period and with a device paid in 12 installments with no interest, using a fixed monthly charge. In the corporate segment, TIM maintained the strategy of offering customers, through its portfolio, a simplified experience with unlimited use: TIM Liberty Empresa and Tim Empresa Mundi plans, focused on voice calls; Liberty Web Smart plan, for unlimited use of data through the cell phone; and the Liberty Web Empresa Tablet plan, for unlimited use on tablets. In 2012, the Liberty Torpedo plan was launched, enabling customers to experience unlimited instant messaging use. Also with the goal of driving data use, TIM was the first operator in Brazil to market the iPad2, having also launched several offerings combining voice and data with the TIM Liberty Empresa 100 plan, including leased smartphones, as well as tablet and voice offerings such as Samsung Galaxy TAB with the Tim Liberty Web plan + Tim Liberty Empresa + 50 with Samsung Galaxy Y The strong sales growth in 2012, supported by innovations in offers, demonstrated productivity gains without increasing acquisition costs. On the contrary, unit SAC (Subscriber Acquisition Cost) dropped in comparison with 2011. 32 Performance Operational TIM leads in the pre-paid segment in Brazil, with 59.6 million users, offering transparent concepts In 2012, the pre-paid market reached 210.8 million lines, representing 80.5% of the total Brazilian market. In fixed telecom, TIM launched an ultra-wide broadband service, Live TIM, which achieved positive results in only five months of operations, connecting approximately 4.2 thousand buildings. Mobile BUSINESS The Brazilian mobile market reached 261.8 million lines by the end of the fourth quarter, representing an annual growth of 8.1% (compared to 19.4% in the fourth quarter of 2011) and a penetration rate of 132.8%, compared to 123.9% in Q4 2011. The growth in the mobile market was supported by: i) stimulus both to local on-net calls and long distance ones (creating multiple sales effect of SIM cards in the pre-paid segment), ii) the machine-to-machine segment (M2M) and iii) growing v Brazilian mobile market (millions of lines) 104.7 108.3 111.6 123.9 116.5 35.8 210.5 217.3 39.4 37.5 130.4 131.6 132.8 YoY% 8.1% 242.2 202.9 128.0 250.8 256.1 258.9 261.8 46.9 48.7 51.0 15.6% 6.4% 227.4 44.1 41.7 45.6 167.1 173.0 177.9 185.6 198.2 205.2 209.2 210.2 210.8 4Q10 1q11 2q11 3q11 4q11 1q12 2q12 3q12 4q12 Penetration % Source: Anatel Post-paid Pre-paid TIM PARTICIPAÇÕES: 2012 Annual Report Performance The net additions continued to decelerate on 4Q 2012, even considering the seasonal effect, to a total of 2.9 million, a reduction of 80% when compared with the 14.9 million recorded in the same period of the previous year, mainly because of the base cleaning process of companies. • The pre-paid market reached 210.8 million lines (+6.4% year over year), accounting for 80.5% of the total Brazilian market; • The post-paid market reached 51 million lines (increase of 15.6% compared to December 2011). It is important to remark that the human post-paid (excluding M2M) reached 44.2 million lines (87% of the total), while M2M stayed at 6.7 million. In the full fiscal year of 2012, net market additions reached 19.5 million, a 50.3% deceleration in comparison with the 2011 total (39.3 million). Also in 2012, TIM registered gross additions of 38.4 million lines (compared to 39.8 million in 2011), resulting in a volume of 6.3 million total net additions (of which 0.9 million on the fourth quarter, with market participation of 32% in the year). These numbers were affected by the sales prohibition and the rigid disconnection policy. TOTAL MARKET SHARE 29.7% 3% 3% 29.1% 26.9% 25.4% 24.9% 25.1% 19.4% 4q10 Market Base 33 18.8% 1q11 2q11 3q11 4q11 1q12 2q12 3q12 4q12 TIM 14% Vivo Claro Oi Source: Anatel 80% TIM ENDED 2012 WITH A TOTAL COSTUMER BASE OF 70.3 MILLION LINES, A 9.8% GROWTH COMPARED TO THE END OF 2011, AND A 26.9% MARKET SHARE Pre-paid Post-Paid Voice Post-Paid M2M Post-paid broadband Source: Anatel The total subscriber base ended 2012 at 70.3 million lines, a growth of 9.8% in comparison to the end of 2011, above the total market growth of 8.1%, representing a market share of 26.9% (versus 26.5% the previous year). Disconnections reached 32.1 million lines in the year, with a turnover rate of 47.5%, a 20% increase regarding 2011. The disconnection rate in the year was affected by our severe disconnection policy for the pre-paid segment, disconnecting inactive lines while complying with the minimum periods established in regulation. This disconnection policy is based on the efficient management of costs and expenses, as each active line is exposed to the “FISTEL” payment. TIM PARTICIPAÇÕES: 2012 Annual Report Performance TOTAL TIM BASE 1% 2% 12% 34 THE INFINITY PRÉ PLAN REACHED OVER 58 MILLION USERS, REPRESENTING 98% OF THE BASE IN THIS SEGMENT Fixed BUSINESS 85% Pre-paid +9% YoY Post-paid voice +25% YoY Post-paid M2M -24% YoY Post-paid broadband +11% YoY Source: TIM The post-paid customer base reached 10.7 million users, a growth of 15.5% year over year (versus +24.4% in 2011). In 2012, TIM added 1,397 thousand post-paid customers (versus 1,826 thousand in 2011). • Human voice access reached a volume of 8.7 million users (+25% year over year); • The machine to machine business reached 1.2 million users (-24% year over year); • The mobile broadband reached 827 thousand users (+8.6% year over year). In 2012, TIM launched its fixed ultraband service, Live TIM, which achieved good results in just five months of operations. Live TIM connected approximately 4.2 thousand buildings (out of approximately 8.5 thousand authorized), ending the year with approximately 700 MSANs installed. Additionally, approximately 160 thousand potential customers registered on the service’s website, helping in the project for evolution of Live TIM’s coverage area. At the end of the year, the customer base had reached 10 thousand users, an accelerated evolution in the number of sales as demonstrated in the following graph: Live TIM: Customer Base AND SALES (000 CUSTOMERS) 10 9 8 7 6 5 4 3 2 1 59.6 million pre-paid customers In the pre-paid segment, the user total reached 59.6 million, an 8.8% year over year growth, mostly driven by the Infinity Pré plan, which reached 58 million users, or 98% of the base in this segment. TIM continues to lead the pre-paid segment in Brazil, thanks to unique and transparent concepts. In addition, the company also consecutively added innovative offers and resources to the Infinity line (that is to say: Infinity Torpedo, Infinity Web Modem, Infinity Mais and Infinity Torcedor), therefore remaining the most valuable choice in the market. 0 May/12 JUN/12 JUL/12 Customer base Sales Source: TIM Aug/12 Sep/12 Oct/12 Nov/12 Dec/12 TIM PARTICIPAÇÕES: 2012 Annual Report Performance Performance Finance Data plans Infinity and Liberty Web, as well as Infinity Torpedo, contributed to increase revenue In 2012, the total gross revenue reached R$27,756 million, a 12.1% increase regarding 2011. The gross service revenue grew 9.6% when compared to the previous year, reaching R$24,350 million in 2012. AS for the gross revenue of products, the amount reached R$2,541 million, a strong 63.1% increase in the year over year comparison. Revenue The growth of the gross service revenue in 2012 is explained by the gross revenue of mobile services, particularly in added value services (includes data, instant messaging, among others), which reported a 39.1% rise compared to 2011. This acceleration was generated by the strong adoption of the Infinity and Liberty Web data plans, as well as the positive contribution of Infinity Torpedo. GROSS REVENUE OF MOBILE SERVICES (R$ MILLION / %) 22,880 20,692 17,480 15.3% 19.3% 35 In spite of the strong growth of the gross revenue of added value services, it is worth highlighting the 2012 reduction in the rate of VU-M interconnection by 13.6%, after February 24th, which prevented a bigger growth in the gross revenue of interconnection (+3.1% year over year), and consequently in the gross revenue of services. THE PORTFOLIO OF DEVICES IS THE PILLAR OF OUR GROWTH STRATEGY: 70% OF OUR TOTAL SALES IN 2012 WERE SMARTPHONES OR WEBPHONES As for the growth in the gross revenue of products, it is mainly due to the broader mix of devices: over 70% of the total sales in 2012 consisted of smartphones or webphones (compared to 61% in the previous year). It is worthy of note that the dissemination of smartphones reached 43.1% of our customer base, compared to 26.6% at the end of 2011. The evolution in the spread of webphones and smartphones in our customer base is the pillar of our growth strategy for data revenue, as it expands customer experience and consumption through the use of our data service in his mobile device. In 2012, the data revenue expanded 30% (year over year), achieving a share of approximately 20% of the company’s total revenue. PENETRATION OF SMARTPHONES / WEBPHONES IN THE CUSTOMER BASE PERCENTAGE OF TOTAL CUSTOMERS 12.8% 43.1% 26.6% ~12% 2010 2010 2011 2011 2012 2012 Source: TIM SVA Revenue Other Revenue Gross Source: TIM The total net revenue achieved R$18,768 million in 2012, a 9.8% increase (year over year). Meanwhile, the service net revenue registered an annual growth of 6.9%, reaching R$16,420 million. The net revenue for products totaled R$2,344 million, a solid growth of 35.3% when compared to 2011. TIM PARTICIPAÇÕES: 2012 Annual Report Performance which requires additional commercial and network expenses. Excluding the effects of non-recurring expenses, the adjusted EBITDA would be R$5,052 million, an annual expansion of 8.5%. TOTAL NET REVENUE R$ MILLION 10% 18% 18,764 17,086 14,457 36 2,344 1,733 EBITDA evolution 5,052 886 4,658 4,213 15,353 16,420 5,010 13,572 2010 2010 2011 42 2011 2012 2012 Reported EBITDA Product Net Revenue Service Net Revenue Source: TIM Operational costs and expenses increased 10.7% in the year, corresponding to R$13,754 million in 2012. The expansion is broadly explained by the following items: (i) effective growth in device sales, leading to a 26.3% year over year increase in the cost of marketed products; (ii) 31% expansion in outgoing traffic, generating 13.3% year over year increase in network and interconnection costs; and (iii) 15.2% year over year increase in personnel costs, mainly due to an increase in the number of employees (+10.3% year over year). Non-recurring events* *Refers to Q3 2012 Source: TIM The EBITDA margin ended at 26.7% for the year, a 0.6 percentage point drop. This annual decline is mostly explained by the increase in the sale of devices, part of the strategy to boost penetration of smartphones / webphones. The EBITDA margin after adjusting non-recurring expenses was at 26.9% in 2012. 29.1% 27.3% 26.9% 8.5% It is important to notice that in the third quarter of 2012 there were non-recurring expenses with a total amount of R$42.1 million, including R$16 million assigned for provisioning the loss of advertisement credits and R$26 million referring to the provision for Anatel administrative procedures (Pado). 10.6% 4,213 4,658 5,052 2010 2011 2012* ebitda EBITDA (earnings before interest, taxes, depreciation and amortization) reached R$5,010 million in 2012, a R$352 million expansion during the year (or +7.6%). This growth is a result of high outgoing revenue and data, slightly compensated by the increase in the number of subscribers, EBITDA Margin (%) EBITDA (R$ milhões) **Adjusted EBITDA Source: TIM TIM PARTICIPAÇÕES: 2012 Annual Report Performance PROFIT Depreciation and amortization were calculated at R$2,689 million in 2012, a 3.6% increase in the year, largely explained by the high level of investments performed in the period, which totaled R$3.8 billion. 37 ORGANIC NET PROFIT R$ MILLION 17% 65% For the full year, the net financial result was R$168 million, representing a drop of 29.7% regarding 2011, mostly resulting from the drop in the “CDI” rate and the lower volatility of the dollar. In 2012, financial expenses dropped 4.6% to R$428 million, affected by the “CDI” reduction. Financial revenue declined 2.1% to R$304 million, also impacted by the “CDI” reduction. Lastly, the net foreign exchange variation was R$44 million (compared to R$101 million in 2011). This fall is explained by the smaller volatility of the dollar. 776 1,278 1,500 2010* 2011 2012** Adjusted Net Profit *Excluding tax credits in the amount of R$1,435 million EBITDA REACHED R$ 5 MILLION IN 2012, A R$352 EXPANSION DURING THE YEAR. THE GROWTH IS A RESULT OF REVENUE COMPENSATED BY THE INCREASE IN SUBSCRIBERS Income tax and social contribution on profits ended 2012 at R$705 million (or +29.1% year over year) for an effective rate of 32.7% (versus 29.9% in 2011). This increase is explained by the rise in the taxable profit at TIM Celular and the effect of calculations of regional incentives of “IRPJ” reduction – “SUDENE”/”SUDAM”, plus adjustments conducted on Q1 2012 totaling R$34 million, regarding deferment of tax liabilities generated by depreciation of attributed cost of Intelig assets. Consolidated net profit reached R$1.449 million in 2012, a 13.4% rise compared to R$1,278 million in 2010. Excluding the effects of R$42 million in aforementioned non-recurring expenses, as well as R$9.1 million referring to monetary adjustment of this amount, the organic net profit would be R$1,500 million, 17.4% higher than in 2011. ** Excluding non-recurring expenses in the amount of R$51 million. Source: TIM capex In 2012, investments reached R$3,765 million (or +24.4% year over year), while organic Capex accounted for R$3,386 billion, an 11.9% year over year increase. It is worth noting that 93% of the total organic Capex was allocated to infrastructure. Capex R$ MILLION 3,386 2,836 82% 89% 93% 18% 11% 7% 2010 2011 2012 Capex Infrastructure Capex Others Source: TIM 3,025 TIM PARTICIPAÇÕES: 2012 Annual Report Performance Net financial position and free cash flow In regards to the company’s gross debt, the main operation of the company in the year happened on Q4 2012, when TIM Celular contracted at “BNDES” an increase in the total credit limit, from R$1,510 million to R$3,674 million. Of the total amount of R$2,164 million referring to expansion of the credit limit, R$ 1,983 million were assigned to finance investments of TIM Celular and R$181 million to finance investments of Intelig Telecomunicações for the years of 2012 and 2013. It is important to note that these investments are designed to expand the company’s infrastructure, with positive impact on quality and network coverage on the medium term. Also in Q4 2012, TIM Celular executed the first release of this line, in the amount of R$1,000 million (thus increasing gross debt) with a full term of seven years, including i) R$867 million at a cost of “TJLP” + 3.32% and ii) R$133 million referring to the first disbursement of the “PSI” financing line (Program for Sustaining Investment). This program has subsidized interest rates (2.5% per year) when compared to the credit lines available on the market and even when compared to the rates offered by “BNDES” itself, in other operations, with similar purposes and terms. With these moves, the gross debt totaled R$4,279 million (including loans and financing, plus operations with securi- 38 ties), an increase of 15.5% when compared to the R$3,706 million in 2011, explained by the release of R$1,000 million from the “BNDES” credit line. The company’s debt is concentrated in long term contracts (79% of the total), consisting of financing from “BNDES” (National Bank of Economic and Social Development), EIB (European Investment Bank), Banco do Brasil and BNP Paribas, as well as loans from other local and international institutions. Approximately 35% of the total debt is in foreign currency (US$) and is 100% protected by hedge in local currency. The average debt cost was 8.47% in 2012, compared to 10.63% in the previous year. Cash and cash equivalents reached R$4,431 million, leading the net debt position to –R$151 million, 35.7% more than in 2011. Net debt/EBITDA accumulated over 12 months resulted in a proportion of -0.03x. In 2012, the Free Operational Cash Flow was positive at R$1,824 million, a 12.4% increase when compared with 2011. The result is mainly explained by a positive variation in working capital thanks to the deferment in payment of 4G licenses (90% will be performed in 2013). FINANCIAL INDICATORS DRE* (in thousands of R$) 2010 2011 2011 X 2010 2012 2012 X 2011 TOTAL GROSS REVENUE 20,319,295 24,757,565 21.8% 27,755,813 12.1% Gross telecommunications revenue 18,761,384 22,217,049 18.4% 24,350,086 9.6% Gross revenue of mobile services 17,480,139 20,691,604 18.4% 22,879,828 10.6% Subscription and use 8,911,976 10,264,715 15.2% 11,086,671 8.0% Added Value Services (“VAS”) 2,241,530 3,166,437 41.3% 4,404,832 39.1% Long distance 2,374,341 3,181,215 34.0% 3,217,921 1.2% Interconnection 3,679,365 3,849,408 4.6% 3,969,138 3.1% Other mobile revenue 272,927 229,829 -15.8% 201,264 -12.4% Gross revenue of fixed services 1,281,246 1,525,445 19.1% 1,469,795 -3.6% Gross revenue of goods 1,557,910 2,540,517 63.1% 3,405,726 34.1% Discounts and deductions on gross revenue (5,861,846) (7,671,589) 30.9% (8,991,865) 17.2% Taxes and discounts on services -5,189,759 -6,863,821 32.3% -7,930,128 15.5% Taxes and discounts on product sales -672,087 -807,768 20.2% -1,061,738 31.4% Net revenue 14,457,449 17,085,976 18.2% 18,763,947 9.8% Net revenue of services 13,571,625 15,353,228 13.1% 16,419,958 6.9% TIM PARTICIPAÇÕES: 2012 Annual Report Performance 39 DRE* (in thousands of R$) 2010 2011 2011 X 2010 2012 2012 X 2011 Net revenue of products 885,824 1,732,748 95.6% 2,343,989 35.3% Operation costs (10,244,399) (12,427,669) 21.3% (13,753,914) 10.7% EBITDA 4,213,051 4,658,307 10.6% 5,010,033 7.6% EBITDA margin 29.1% 27.3% -2 pps** 26.7% -1 pp** Adjusted EBITDA 4,213,051 4,658,307 10.6% 5,052,163 8.5% Adjusted EBITDA margin 29.1% 27.3% -2 pps** 26.9% 0 pp** Depreciation and amortization (3,012,916) (2,595,968) -13.8% (2,688,588) 3.6% EBIT 1,200,134 2,062,339 71.8% 2,321,445 12.6% EBIT margin 8.3% 12.1% 4 pps** 12.4% 0 pp** Net financial result (245,457) (238,857) -2.7% (167,965) -29.7% Profit before taxes 954,677 1,823,481 91.0% 2,153,480 18.1% Net profit 2,211,715 1,277,845 -42.2% 1,448,888 13.4% Adjusted net profit 2,211,715 1,277,845 -42.2% 1,500,143 17.4% * The consolidated operational and financial information, except when indicated otherwise, are presented according to the International Financial Reporting Standards (IFRS) and in reais (R$) in compliance with the S.A. Law. The analysis of the Statement of Results for the Fiscal Year refers to operations of TIM and Intelig. **pps: percentage points CASH FLOW * (in thousands of R$) 2010 2011 2011 X 2010 2012 2012 X 2011 Ebit 1,200,134 2,062,339 71.8% 2,321,445 12.6% Depreciation and amortization 2,993,462 2,595,968 -13.3% 2,688,588 3.6% Additions to permanent assets (2,835,761) (3,027,113) 6.7% (3,764,726) 24.4% Variations in operational assets and liabilities 14,957 (7,994) -153.4% 578,943 -7342.2% Free operational cash flow 1,372,792 1,623,199 18.2% 1,824,250 12.4% Net cash flow 697,473 543,160 -22.1% 591,883 9.0% * The consolidated operational and financial information, except when indicated otherwise, are presented according to the International Financial Reporting Standards (IFRS) and in reais (R$) in compliance with the S.A. Law. The analysis of the Statement of Results for the Fiscal Year refers to operations of TIM and Intelig. TIM PARTICIPAÇÕES: 2012 Annual Report Performance 40 DVA analysis 2010 2011 2012 Revenue 18,622,780 22,239,785 24,467,812 Raw materials acquired from third parties -8,039,805 -9,929,956 -11,120,343 Retentions -3,012,917 -2,595,968 -2,688,588 Net added value generated 7,570,059 9,713,861 10,658,881 Added value to distribute 8,268,577 10,587,872 11,689,684 % of revenue 44.40% 47.60% 47.80% Personnel and charges 503,542 519,303 602,531 Taxes, levies and contributions 4,297,729 7,369,285 8,056,332 Compensation for third party capital 1,255,590 1,421,439 1,581,933 Compensation for its own capital 2,211,716 1,277,845 1,448,888 Added value received in transfer Distribution of added value In 2012, TIM generated approximately R$11,690 million in added value, approximately 47.8% of the total generated revenue, discounted from provisions for risky debtors, discounts and returns. Out of this total, we have the following distribution for the generated added value: Distribution of added value 5.2% 68.9% TIM DISTRIBUTED R$ 8 BILLION TO ALL GOVERNMENT LEVELS, DEMONSTRATING THE COMPANY’S CONTRIBUTION TOWARDS SOCIETY 12.4% 13.5% Out of the distributed total, it is worth noting the amount of R$8.1 billion distributed to all government levels (federal, state and city), demonstrating TIM’s contribution to Brazilian society, not including the R$3.8 billion in investments performed in 2012. Capital markets The common shares of TIM Participações S.A. are negotiated in the São Paulo Stock Exchange (Bovespa) under the TIMP3 code. The company also has a program of American Depositary Receipts (ADRs) in the US market, in which they are negotiated under the TSU code in the New York Stock Exchange (NYSE). Government Third parties Shareholders Collaborators The São Paulo Stock Exchange Index (“IBOVESPA”) ended 2012 at 60,952.08 points, accumulating an evolution of 7.4% when compared to the previous year. Throughout 2012, Bovespa reported a daily average negotiated volume of R$5.2 billion, practically stable or approximately 10% higher than in 2011. TIM PARTICIPAÇÕES: 2012 Annual Report Performance 41 PERFORMANCE AT THE STOCK EXCHANGE 140.0 120.0 100.0 80.0 60.0 40.0 20.0 JAN 2012 FEb 2012 MAR 2012 ApR 2012 May 2012 JUN 2012 JUL 2012 AuG 2012 SEp 2012 OcT 2012 NOV 2012 DEc 2012 JAN 2013 TIMP3 Ibovespa TSU The Dow Jones Industrial Average (DJIA), the main index for NYSE, accumulated 7.3% gain in the year, ending 2012 at 13,104.14 points. OUR MISSION IS TO OFFER CUSTOMERS INNOVATIVE AND DIVERSIFIED COMMUNICATION POSSIBILITIES FOCUSED ON THEIR EXPECTATIONS In 2012, TIM’s negotiated shares totaled a financial volume of R$16,401.80 million, considering TIMP3, yielding a daily average of R$44.8 million. At the New York Stock Exchange, TIM ADRs reached a total volume of US$12,333.26 million in the year, a daily average of US$33.6 million. The company ended the year with its common shares priced at R$8.20 in Bovespa, accumulating a 11.3% drop compared to 2011, while ADRs at NYSE achieved a price of US$19.82, an accumulative gain of 23.2% in the year. Performance Social and environmental With a focus on the role of social agent, we continue to invest in products and services The company’s performance is a result of its innovative services, which led the brand, for instance, to be identified as the favorite of the middle class among mobile telecom companies, according to a survey from the Data Popular institute. By focusing on the social evolution agent role, we continue to invest in products and services aimed at promotion of full mobility and communication without barriers. This positioning reinforces our mission to get closer to customers and offer innovative connectivity possibilities, focusing on their expectations and diversified needs. TIM PARTICIPAÇÕES: 2012 Annual Report Performance The company’s performance is a result of its innovative services, which led the brand, for instance, to be identified as the favorite of the middle class among mobile telecom companies, according to a survey from the Data Popular institute. By focusing on the social evolution agent role, we continue to invest in products and services aimed at promotion of full mobility and communication without barriers. This positioning reinforces our mission to get closer to customers and offer innovative connectivity possibilities, focusing on their expectations and diversified needs. Emission control In order to understand and communicate information regarding gas emissions affecting the environment, since 2008 TIM has prepared the “GEE” Inventory, in compliance with the GHG Protocol. In 2011, the Inventory was verified for the first time by an independent third party, PricewaterhouseCoopers, adding further reliability to the final reported results. This initiative will function as the basis for defining our Climate Change Corporate Policy, still in development phase. These initiatives, in our view, are also integrated in a management focused on sustainable development, with topics that after 2012 were included in the meetings of the Committee of Internal Control and Corporate Governance. The recognition for this work came with the inclusion for the fifth consecutive year in the Corporate Sustainability Index (“ISE”), and for the third consecutive year in the Efficient Carbon Index (“ICO2”) portfolio, both from BM&FBovespa. Conscious disposal The company is aware of the potential negative impact of its industry, such as the waste from cell phone exchange turnover and electromagnetic emissions of Radiobase Stations (“ERBs”). TIM’s strategy generates positive subproducts in this area, as the sharing of networks and sites combined with the modernization of technology and equipment optimize energy use and physical footprint, while reducing the environmental impact of access systems. In addition, TIM has the “Recarregue o Planeta” and “Papa-pilhas” programs (the latter one in partnership with the Santander bank), whose goal is to collect batteries, discarded cell phones, simcards and recharge cards, among other accessories. In 2012, TIM collected 46 tons of electronic waste, handling and discarding it through companies certified by Brazilian environmental agencies. 42 TIM constantly seeks further improvements in its environmental management. On April 2012, the company concluded the expansion of ISO 14001 environmental certification to the states of Rio de Janeiro, Espírito Santo and São Paulo, in TIM Celular’s Network Management and Operation activities. This expansion included the company’s administrative and industrial buildings and Radiobase Stations (“ERBs”). Responsible work The company also offers its collaborators opportunities to contribute to a better world. In addition to the Sustainability course, offered since 2011 to all collaborators, in 2012 we created the ISO 14001 course, focused particularly on employees involved in the certification scope. Training was performed through the TIM Connection e-learning tool, and was designed to expand the concepts of the environmental management system. As a reflection of this sustainability oriented management, our Social and Environmental Responsibility policies, which guide our actions and initiatives, are based on the UN’s Global Pact principles, a voluntary agreement of which TIM is a signatory since 2008. Through this agreement, companies of the whole world commit to ensure respect towards the ten principles regarding human rights, work conditions, environment and fighting corruption. Relationship with society Committed towards Brazil and society, TIM established a partnership with the “Pastoral da Criança” NGO to use cell phones to transmit information about the quality of public health services in the country. This partnership is aligned with the World Health Organization, which defined as a priority for the 2012-2017 period the e-health actions, which include using wireless and mobile technology to support public health policies. So far, 180 volunteers who collaborate with the NGO were trained to work on the project. The training process will continue in 2013, reaching up to 2,500 volunteers, who will be able to multiply knowledge to the rest. Pastoral da Criança has approximately 120 thousand volunteers across Brazil. The company also deployed a new digital inclusion project. The main goal of “TIM Plural Conectados”, still in testing phase, is to promote social mobility through cell phones, creating opportunities to generate work and income for people in the poorer communities of the city of Rio de Janeiro. Through small workshops and two web tools, “Seu Trabalho” and “Seu Bolso”, participants receive guidance about the world of work, personal finance, and safe Internet use, among other topics. TIM PARTICIPAÇÕES: 2012 Annual Report Performance In addition, Tim supported in 2012 one of the percussion bands created in the “TIM Música na Escola” project, formed by deaf students. The “TIM Música na Escola” percussion band is formed by 15 students ages nine to 19, who study at the National Institute for Education of the Deaf (“INES”), plus four young project monitors, under the leadership of master Mangueirinha. The learning process features a specific methodology that meets the needs of participants by using repetition and body awareness. The repertoire of the work is focused on the rhythmic diversity of samba schools in Rio de Janeiro. • Continuous Improvement and Prevention of Pollution We will continue to keep up with market speed without losing sight of the long term view implicit in everyone’s efforts towards a more sustainable development. • Publicity Volunteer work In order to encourage adoption of volunteer actions, TIM established that each employee can dedicate one work day in the year exclusively to the initiative. In 2012, 3% of the company’s own personnel participated in the “Cidadão sem Fronteiras” program, which raised 12 thousand items. In addition, in different company units in Brazil other initiatives are conducted, such as the Post Office Santa, in Brasília. The action’s goal is to answer the letters children right to Santa Claus. In 2012, almost all collaborators in the area of Network and Assurance Implementation joined in the holiday spirit and contributed with gifts. In São Paulo and Santo André (SP), collaborators also supported the campaign and 70 people took over as Santa Claus assistants. They read and separated the letters, considering eligibility criteria defined by the Post Office. Another part of the collaborators organized the “Fábrica de Presentes” initiative to collect toys for children who were not godfathered. Sustainability as a principle Sustainability is one of TIM’s principles guiding decision making, particularly regarding investments, in order to contribute to business resilience. The company’s participation in the Corporate Sustainability Index (“ISE”) encourages it to launch new actions in this area every year. In order to ensure sustainability of its activities, the company adopted a series of measures aimed at promoting continuous improvement of environmental performance, drawing inspiration from the Global Reporting Initiative (GRI) directives and the ten principles of the UN Global Pact, of which it is a signatory. In this manner, the company’s commitments include: 43 • Waste Management • Electromagnetic Emissions • Legal compliance • Consumption of natural resources • Technological innovations With the goal of offering services and products that encourage communication without borders among all Brazilians, the company works to prevent post-consumption damage, and that is why it develops programs to collect and dispose potentially disruptive supplies and products in an environmentally appropriate manner. That is why the company invests in the marketing of the separate TIM Chip, which enables the reduction in turnover of cell phone device exchanging, thus reducing electronic waste. TIM has programs to collect devices, batteries and accessories, ensuring correct disposal of these materials. In 2012, 13.8 tons of these materials were collected, surpassing the established goal, which was 13 tons. At administrative offices, the collection is done selectively with the separation of organic waste for public pickup, a responsibility of city administrations. The recycling percentage for the waste generated in the offices, in 2012, was 74%, 16% above the goal for the year, which was 58%. Paper consumption TIM monitors paper consumption in four fronts: internal use, bags, marketing and invoices. The invoicing area is the one that consumes the most materials, as a result of having to send bills to customers: in 2012, 1,736.5 tons were used, and 1,068 tons were consumed in 2011. The increase is justified by the growth in the index of overdue customers, resulting in a bigger volume of collection letters. As a result of the growth in the customer base, the campaigns for adoption of the summary bill have yet to generate significant changes. For 2013, the company plans to adopt the goal of recycling A3 and A4 paper, used in administration (FSC and recycled), as the recycling of plastic cups – an environmental development goal for 2012 – has been losing economic feasibility in some regions of the country and resulted in the difficulty to recruit skilled vendors to perform this activity. TIM PARTICIPAÇÕES: 2012 Annual Report Performance Energy generation The energy consumed by TIM is essentially obtained through the electrical grid, accounting for 95% of the total. Therefore, one of the operator’s goals is to eliminate waste in energy consumption, particularly regarding administrative offices. Some of the measures adopted for this purpose include building maintenance actions, such as reduction in the working hours of cooling and elevator equipment; replacement of high consumption equipment with more efficient options; and intensification of maintenance routines. The monitoring of energy consumption is performed by the ecoefficiency indicator, which links the quantity of transferred bits (voice and data traffic) with consumed energy (fossil fuel and electricity consumed to perform these services). In 44 2012, TIM Celular reported a growth of approximately 25%, which represents a gain in ecoefficiency. Water and effluents TIM’s activities do not require intensive use of water, and therefore do not impact availability of the resource. In spite of that, the company does have initiatives to reduce consumption, such as adjustment work and inspections constantly performed in bathrooms and pantries to avoid water leaks and deployment of more efficient equipment in bathrooms (faucets with timers and toilets with coupled boxes). In 2012, water consumption from its own recovery was 7,957 m³, with 207,617 m³ from supply grids. SUSTAINABILITY INDEXES (GRI) 2011 2012 2,098,194Kg 100% 2,632,291Kg 100% 49,924GJ 49,947 1,342,931 1,311,878 176.4t 748t 222.6t 573.8t EN2 – Recycled materials used Total consumed paper Percentage of recycled material compared to total EN3/EN5 – Energy consumption from its own sources (gasoline and diesel – vehicles and generators) and third party sources (electricity) EN22-Total weight of waste, by type and disposal method Hazardous Non-hazardous EN26- Initiatives to mitigate environmental impact of products and services Level of electromagnetic emissions EN30-Total investments and expenses in environmental protection On 1,539 sites(139% more than in 2010) R$ 235.5 thousand On 2,058 sites (33.7% more than in 2011) R$ 1037 thousand In 2012, HR started a partnership with the Certification & Quality area in order to develop a project to adjust TIM to the National Policy for Solid Waste (“PNRS”). In addition, the first waste inventory is being developed, plus several “PNRS” training courses. PR5 - Practices related to customer satisfaction, including results from surveys measuring this satisfaction The satisfaction average was 8.05. TIM received 20,174 complaints at “PROCON” and solved 100% of its criticism and complaints. The satisfaction average was 8.03. TIM received 13,540 complaints at “PROCON” and solved 100% of its criticism and complaints. LA10 - Average training hours per year, per employee 154.2h/year 679,675 h/year SO8 - Total amount of relevant fines and non-monetary sanctions resulting from noncompliance with laws and regulations. TIM was the defendant in 8,156 labor lawsuits and in the same period paid an amount of R$798,000 in the proceedings judged favorably. TIM was the defendant in 10,823 labor lawsuits and in the same period paid an amount of R$2,705,000 in the proceedings judged favorably. CRedits coordination TIM Participações S.A. – Diretoria de Relações com Investidores editing Report Sustentabilidade Translation Estado da Arte Produções Gráficas Graphic design and layout Report Sustentabilidade Fonts Teuton, František Štorm, 2005 Trade Gothic, Jackson Burke, 1948 Helvetica, Max Miedinger e Eduard Hoffmann, 1957