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TELECOM ITALIA GROUP Investor Meetings - April 2015 Telecom Italia Group Company Presentation and 2015-2017 Plan Outline Investor Relations Safe Harbour This presentation contains statements that constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this presentation and include statements regarding the intent, belief or current expectations of the customer base, estimates regarding future growth in the different business lines and the global business, market share, financial results and other aspects of the activities and situation relating to the Telecom Italia Group. Such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected or implied in the forward looking statements as a result of various factors. Consequently, Telecom Italia makes no representation, whether expressed or implied, as to the conformity of the actual results with those projected in the forward looking statements. Forward-looking information is based on certain key assumptions which we believe to be reasonable as of the date hereof, but forward looking information by its nature involves risks and uncertainties, which are outside our control, and could significantly affect expected results. Analysts and investors are cautioned not to place undue reliance on those forward looking statements, which speak only as of the date of this presentation. Telecom Italia undertakes no obligation to release publicly the results of any revisions to these forward looking statements which may be made to reflect events and circumstances after the date of this presentation, including, without limitation, changes in Telecom Italia business or acquisition strategy or planned capital expenditures or to reflect the occurrence of unanticipated events. Analysts and investors should consult the Company's Annual Report on Form 20-F as well as periodic filings made on Form 6-K, which are on file with the United States Securities and Exchange Commission which may identify factors that affect the forward looking statements included herein. The 2014 preliminary financial results of the Telecom Italia Group and the data of the previous years provided for comparison were drafted in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the European Union (designated as “IFRS”). The accounting policies and consolidation principles adopted in the preparation of the preliminary financial results for the 2014 FY have been applied on a basis consistent with those adopted in the Annual Financial Statements at 31 December 2013, to which reference should be made, except for the new standards and interpretations adopted by the Telecom Italia Group starting from 1 January 2014 which had no effects on the 2014 preliminary financial results. The 2014 preliminary financial results have not been verified by the independent auditors. Following the classification, starting from the fourth quarter 2013, of the Sofora - Telecom Argentina group as a disposal group (Discontinued operations/Non-current assets held for sale), the consolidated financial statements data of prior periods (including the twelve months ended 31 December 2013) have been restated accordingly and therefore the Sofora - Telecom Argentina group is no longer separately presented as a business unit. Furthermore: • starting from 2014, Organic changes in Revenues, EBITDA and EBIT are determined excluding, where applicable, only the effects of the changes in the scope of consolidation and exchange differences and therefore don’t take into account, as in the past, non-organic income and expenses, including those non-recurring; • starting from 2014, the Domestic business unit includes the Olivetti group, in addition to Core Domestic and International Wholesale. This different presentation reflects the commercial and business placement of the Olivetti group and the process of integrating its products and services with those offered by Telecom Italia in the domestic market. Therefore, the Olivetti group is no longer separately presented as a business unit; as a result, the data for prior periods under comparison have been restated, accordingly. In this presentation reference is also made to a normalization called “Domestic Underlying EBITDA trend”, which is based on the Adjusted (for one-offs and discontinuities) Reported Domestic EBITDA. This representation is provided as additional information to our Reported EBITDA that represents Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets. Investor Meetings – April 2015 Investor Relations 1 Telecom Italia Performance by Markets – Full Year 2014 Organic data, € mln, %YoY FY’14 Group Domestic Total Revenues 21.6 €bln 15.3 €bln 6.2€bln -5.4% YoY -6.6% YoY -2.1% YoY Ebitda 8.8 €bln 7.0 €bln 1.8 €bln -6.8% YoY -9.6% YoY +6.6% YoY Excluding License(1) 4.0 €bln -5.4% YoY Capex 5.0 €bln Brazil 1.2 €bln 2.8 €bln -8.2% YoY Including License(1) +13.3% Excluding Licenses(2) 25.8 €bln; (-1.0 €bln vs FY’13) YoY(3) +1.5% YoY 2.2 €bln +62.7% YoY(3) Net Debt Including Licenses(2) (1) (2) (3) 26.65 €bln; (-0.2 €bln vs FY’13) Brazilian Spectrum & Clean-up cost Brazilian & Argentinean Spectrum Reported data Investor Meetings – April 2015 Investor Relations 2 TI Group International Footprint Italy International Wholesale Services #1 player in fixed and mobile ~49% m/s on retail broadband ~32% m/s on mobile TI Sparkle is a leading global telecommunication service provider, , offering a complete range of data, internet, mobile and voice solutions for fixed and mobile carriers, ISPs, content providers, multimedia players and corporate customers. TI Sparkle has a global presence based on its fully owned companies and offices in 40 countries. Pan European Backbone Asset Companies Frankfurt Brazil London Paris New York Madrid Miami Moscow Wien Bucharest Istanbul Athens Tel Aviv Cairo Dubai Tripoli Hong Kong Mumbai #2 mobile player (m/s ~27%) Singapore #1 player in prepaid (m/s ~30%) #3 player in postpaid (m/s ~18%) Rio de Janeiro Buenos Aires Johannesburg Owned Company Office Investor Meetings – April 2015 Investor Relations 3 TI Group Shareholders breakdown as of December 30, 2014 Other italian shareholders 14,54% Other foreign shareholders 0,07% Foreign companies 3,02% Telco S.p.A. 22,30% Telecom Italia Group 1,20% Italian companies 0,77% Italian institutional investors 3,54% Foreign institutional investors 54,56% Telecom Italia shares are listed on the Milan and New York stock exchange. Telecom Italia Media shares are quoted on the Milan Stock Exchange. Included in more than 50 indices. Among which: FTSE MIB, FTSE Italia All Share , FTSE Eurotop 100 , DJ STOXX 600, DJS Telecom Current Market Cap (€bln)* Ordinary Shares 14.5 Saving Shares 5.3 19.8bln TI Savs +30.5% TLC Europe +28.3% TI Ords +26.2% Last 1 Year TI Shares Performance FtseMIB (Italy) +6.6% 17-Apr-14 17-Jul-14 * As of 17 April 2015. 17-Oct-14 17-Jan-15 17-Apr-15 Investor Meetings – April 2015 Investor Relations 4 Domestic Fixed Revenues Breakdown Reported, € mln, %YoY 4Q’13 4Q’14 YoY FY’13 FY’14 YoY Total Wireline 2,935 2,773 -5,5% 11,794 10,999 -6.7% Service Wireline 2,803 2,655 -5.3% 11,491 10,672 -7.1% Sparkle group 245 258 +5.0% 945 943 -0.2% Wholesale Domestic 633 540 -14.7% 2,629 2,316 -11.9% 1,873 1,801 -3.9% 7,733 7,220 -6.6% 1,173 1,073 -8.5% 4,858 4,346 -10.5% internet 400 417 +4.4% 1,606 1,641 +2.2% business data 286 287 +0.3% 1,107 1,084 -2.1% other 14 23 n.m. 162 149 n.m. 53 56 n.m. 184 193 n.m. 132 118 -10.6% 303 327 +7.8% Retail Service voice & access elim. & other Products Investor Meetings – April 2015 Investor Relations 5 Focus on the Italian Broadband Market: Evolution of Market Shares on Accesses Others 4,7% 3,5% 4,9% 3,5% 4,7% 3,6% 4,7% 3,7% 4,8% 3,5% 5,5% 3,4% 5,2% 3,3% 5.9% 3,1% 12,3% 12,3% 12,4% 12,5% 12,7% 12,8% 13,0% 12,3% 13,4% 13,6% 13,8% 13,9% 14,1% 14,1% 14,3% 14,6% 16,0% 15,9% 15,8% 15,7% 15,7% 15,4% 15,2% 15.4% 50,2% 49,8% 49,7% 49,5% 49,2% 48,9% 49,1% 48,7% 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Source: Company data for TI, Fastweb and Vodafone, Wind. Estimates for Tiscali and “Others” Investor Meetings – April 2015 Investor Relations 6 Domestic Mobile Revenues Breakdown Reported, € mln, %YoY 4Q’13 4Q’14 YoY FY’13 FY’14 YoY 1,442 1,368 -5.1% 5,579 5,091 -8.7% 188 185 -1.2% 442 483 +9.3% Service Revenues 1,254 1,183 -5.7% 5,137 4,608 -10.3% Business generated 1,135 1,040 -8.4% 4,648 4,101 -11.8% Outgoing voice 613 501 -18.3% 2,671 2,098 -21.5% VAS 522 539 +3.2% 1,978 2,003 +1.3% 119 143 +19.8% 489 507 +3.7% Total revenues Handset revenues Business received (1) (1) Including Visitors & other items Investor Meetings – April 2015 Investor Relations 7 Italian Mobile Market: Mobile Customer Base (Market Share %) Mobile Lines @ 31 Dec’14 (‘000) 33,3% 33,3% 33,1% 33,0% 32,7% 32,4% 32,4% 32,2% 32,2% 32,0% 32,1% 32,2% 30,350 30,8% 30,6% 30,5% 30,1% 30,0% 29,7% 29,6% 29,3% 28,8% 28,1% 27,5% 27,1% 25,507 22,6% 22,8% 23,0% 23,0% 22,9% 22,8% 23,0% 23,0% 21,8% 21,9% 22,1% 22,2% 21,607 9,870 10,3% 10,5% 9,5% 9,6% 9,7% 9,8% 9,7% 9,8% 9,8% 10,0% 10,2% 10,3% 5,5% 6,0% 5,3% 5,2% 5,0% 4,9% 4,7% 4,6% 4,6% 6,8% 7,1% 7,2% MNVOs 6,805 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 Source: Company data for TI, Vodafone, Wind, market estimates for Other Players/MVNOs Historical trend for H3G is estimated since the operator provides only trend by half . Investor Meetings – April 2015 Investor Relations 8 Main 4 Italian Operators: Mobile Service Revenues Growth YoY (Quarterly Trend) TIM overtaking Wind 5,2% -0,4% -3,7% -4,4% -3,2% -3,2% -3,0% -7,5% -9,8% -13,0% -13,4% -6,4% -6,8% -7,8% -8,3% -9,8% -0,5% -0,4% -11,7% -14,9% -7,9% -7,9% 2Q12 3Q12 4Q12 -11,0% -10,1% -10,6% -17,1% -13,2% -14,8% -14,4% -18,3% -17,9% 1Q13 2Q13 3Q13 -5,7% -7,1% -6,7% -18,6% -19,1% -18,1% 1Q12 -6,4% -1,8% -13,3% -6,8% -9,1% -9,6% -11,7% -14,9% -19,3% -20,2% 4Q13 1Q14 -18,9% 2Q14 3Q14 4Q14 Source: Company data for TI, Vodafone, Wind, market estimates for H3G. Historical trend for H3G is estimated since the operator provides only trend by half . Investor Meetings – April 2015 Investor Relations 9 TI’s New Course started in 2014: Deploying UBB and selling it wider LTE coverage in Italy Today >80% LTE Coverage 77% 74% actual 2014 61% +27pp target 2014 51% ~50% ~40% FY'13 ’000 MBB 1Q'14 1H'14 9M'14 Plan ‘13-’15 FY'14 MBB Users Growth YoY +1.825 NGN Agrigento Alessandria Ancona Aprilia Arezzo Asti Bari Benevento Bergamo Bologna Bolzano Brescia Brindisi Busto A. Cagliari Carpi Casoria Catania Catanzaro Cesena Cinisello B. Como Cremona Cuneo Faenza Fano Ferrara Firenze Foggia Forli Gela Genova Giugliano Grosseto Gugliasco Imola Coverage(1) La Spezia Perugia Latina Pesaro Legnano Pescara Livorno Piacenza Lucca Pisa Mantova Pistoia Massa Potenza Prato +95Matera cities YoY Messina Quartu S. Elena Milano Ragusa Modena. Ravenna Monza Reggio Calabria Napoli Reggio E. +12 pp YoY Novara Rimini Padova Roma Palermo Salerno Parma Sassari Pavia Savona 29% coverage Fiber Users Growth ’000 +80 +1.627 64% +47 45% 21% +58 27% % of LTE 15 1Q'14 2Q'14 3Q'14 4Q'14 MBB CB 8,677 9,151 9,596 10,071 610 844 1,343 LTE CB 409 Siena Siracusa Taranto Terni Torino Torre del Greco Trento Treviso Trieste Udine Varese Venezia Verona Vicenza Vigevano Viterbo 133 Municipalities covered +1.985 +1.573 more than 4x the coverage of our main competitor Sesto S.G. +30 4Q'13 231 151 103 45 1Q'14 2Q'14 3Q'14 4Q'14 Average daily acquisition (k) 0.5 1.0 0.8 1.3 (1) As of Jan 30, 2015 Investor Meetings – April 2015 Investor Relations 10 Creating Value through Next-Generation Networks Acceleration Innovative Capex Breakdown Domestic Capex Plan a NGN New ’15-’17 Plan Domestic Capex ~10€Bln o/w 0.5 €Bln on FttH b LTE Old ’14-’16 Plan Domestic Capex ~9€Bln ~2.9 €Bln (+1.1 €Bln vs Old Plan) ~0.9 €Bln (flat vs Old Plan) c IT Cloud ~0.5 €Bln (flat vs Old Plan) d Sparkle ~0.2 €Bln (flat vs Old Plan) e Transformation ~0.5 €Bln (+0.4 €bln vs Old Plan) New ‘15-’17 Plan Innovative Capex ~5 €Bln Peak years ~23.0% Avg Capex/Revenues New ‘15-’17 Plan Avg Capex/Revenues Old ‘14-’16 Plan ~18.5% Old ‘14-’16 Plan Innovative Capex ~3.4 €Bln 2014 2015 2016 2017 2018 onwards 2014 2015 2016 2017 Efficiency Delivers a Relevant Contribution for the funding of Innovation Investor Meetings – April 2015 Investor Relations 11 Fiber Italy: We are increasing our Competitive Advantage Fiber CB Growth Fiber Coverage Plan ~75% ~10x New Plan <60% Fiber CB on TI BB CB ~3% >50% 2015 2016 Connection speeds faster than DAE targets: 50 Mb/s currently 100 Mb/s through Vectoring Up to 1Gb/s with FttH 2017 2014 +1mln Old ‘14-’16 CB Fiber Growth Old Plan today @ 29% 2014 New ‘15-’17 CB Fiber Growth 2015 2016 2017 Expected Ebitda monthly uplift from Fiber ranges 5-10 €/line coming from: Fiber Premium; +ve contribution from New Services Content Lower churn Investor Meetings – April 2015 Investor Relations 12 Benchmark on Italian BB penetration… The Weight of Mobile BB-Only Households % of households on total 77% 71% 87% 88% 4% 5% 73% 3% 8% 20% Italy France Fixed-BB Households Germany United Kingdom BB Household Penetration in Italy is roughly in line with other main European Countries, but with a different Mix Spain Mobile BB only Households Source: Eurostat 1Q 2014 Investor Meetings – April 2015 Investor Relations 13 …and on PayTV PayTV Penetration % on TV Household 56.3% 46.7% 54.7% 13% 11% 45% 25.8% 14% 25.4% 35% 19% 16% 11% 5% 1% 7% 5% Italy IT France FR DTT 7% 0% Germany DE IPTV Pay DTH 8% 7% 0% United UK Kingdom 5% 2% Spain ES The Italian PayTV Market is mainly concentrated on DTT & Pay-DTH, while in the other main European Countries there is a strong presence of Cable TV & IPTV Cable Source: Ovum elaboration as of 3Q14 Investor Meetings – April 2015 Investor Relations 14 LTE Italy: Pushing on Quality, Not on Price LTE Users on Mobile BB CB LTE Coverage Plan >95% ~60% +45 p.p. New Plan 13% today @ >80 2014 80% 2015 2016 2017 Revenues Mix(1) Target reached Old Plan 2 years in advance 64% 60% 2014 2015 2016 2017 50% 36% Geographic Coverage ~50% Indoor Coverage +40 p.p. ~90% >80% 2014 2015 innovative on business generated 2016 Revenues Cagr ‘14-’17 +10% 2017 traditional on business generated (1) Innovative revenues = browsing+data content; traditional revenues =voice+SMS Investor Meetings – April 2015 Investor Relations 15 The TI Plan fits into the Italian Market TV Households TLC Households ~26 mln Mobile BB only ~7 ~26 mln Push on win-backs from the dongle community through F-M Convergence & Quad-Play TI M/S 30% 2 1 ~3.5 Voice only pay-per-use ~1.5 Voice only on flat options TI M/S 100% Rebuild the Value of the Voice Push on Convergence through flatization to reduce churn Upgrade to BroadBand through New Special offer & Video Content Upgrade to Fiber & TV potential target Fixed BB TI M/S 50% No PayTV Interested in PayTV o/w KO dish 1 mln ~12 ~7 3 ~14(1) 10% <40 years & holiday homes 30% 40-70 years 60% >70 years Consumer HH Already on PayTV ~7 TV HH (1) Addressable market Investor Meetings – April 2015 Investor Relations 16 A n-Play Strategy to Grow the Value of our Access 1 2 3 Defend the Value Proposition of Access Lever on Convergence TV Business: Hub Approach Fixed Mobile BB Video Content Change of Fixed Access Mix Massive Flatization Enlarge Proposition of Convergent Offers F-M for Mobile only customers Retention of Voice Customers Use BB as an anchor Keeping price points rational Upgrade to TV % Convergent Offers(1) Less Erosion 3-Play 2% growing 2-Play 57% stable 1-Play 41% decreasing 2014 Targeted Actions for specific segments +20 p.p. 2017 2014 Pay tv penetration in Italy is 27%: market is dominated by Premium Pay DTT/DTH and BB TV is modest (~5%) Launch in April Premium offer with live events & on-demand channels Wide range of content offering: SVOD, events, etc Integration with linear TV 2017 Base-content enabler Defend traditional, Drive Mobile BB – to – Fixed BB substitution and further expand Fixed BB penetration through Video Content Investor Meetings – April 2015 (1) % Convergent offers on Total Consumer Fixed Access Investor Relations 17 Domestic Opex Efficiency € bln Plan 2015 – 2017 2013 - 2014 8.6 8.3 Volume/ RevenueDriven (1) 3.1 3,1 Personnel Costs 2,7 ~20% on rev. Not Applicable 2,7 Allow insourcing and increase productivity Process / Asset Driven(2) Market / Customer Driven(3) ~1.6 ~1.5 ~1.4 ~1.2 ~1.1 ~1.1 2013 Target 2014 Actual 2014 target -0.2 Addressable Efficiency Area 2015 2016 -20% ‘17 vs ‘14 2017 > -0.1 actual ‘15-’17 cum. Efficiency Target -0.4 190% of target reached including one-offs(4) ~ -0.3 104% of target reached excluding one-offs(4) >1 €Bln > -0.1 (4) 82 mln euro Sparkle provision reversal in 2014 and 84 mln euro Antitrust fine in 2013 (1) Interconnection, Cost of Equipment, Other COGs (2) Industrial costs, G&A, Real Estate, Other (3) Acquisition costs, ADV, Customer Care, Other commercial costs Investor Meetings – April 2015 Investor Relations 18 TLC Brazilian Market - Competitive Enviroment TIM Vivo Fixed / Mobile Mobile Fixed BB Customers 4Q14 (000´s) Mobile 74,721 Fixed1 657 Fixed BB 153 Pay‐TV n.a. Market share 4Q14 27.0% 1.4% 0.5% n.a. ‐‐‐ Net Adds 12M (000´s) 2,289 25 64 n.a. 2,378 Net Revs FY14 (R$ Mln) 18,919 19,498 ARPU 4Q14 18.0 579 n.a. n.a. n.a. Group 76,531 ‐‐‐ Customers 4Q14 (000´s) Mobile 79,938 Fixed1 10,939 Fixed BB 4,102 Pay‐TV 770 Group 95,749 Market share 4Q14 28.5% 23.9% 17.1% 3.9% ‐‐‐ Net Adds 12M (000´s) 2,693 502 ‐205 176 Net Revs FY14 (R$ Mln) 23,740 ARPU 4Q14 Claro Fixed / Mobile Fixed BB/ TV Fixed1 11,519 Fixed BB 7,523 Pay‐TV 10,182 Group 100,331 Market share 4Q14 25.3% 25.2% 31.4% 52.0% ‐‐‐ Net Adds 12M (000´s) 2,403 1,463 941 525 Net Revs FY14 (R$ Mln) 13,078 15.3 22,525 n.a. n.a. 24.6 n.a. n.a. Mobile accounts for 78% of the overall industry access growth n.a. 35,000 n.a. ‐‐‐ Oi Mobile Customers 4Q14 (000´s) Mobile 50,918 Fixed1 16,692 Fixed BB 6,554 Pay‐TV 1,303 Group 75,467 Market share 4Q14 18.1% 36.5% 27.3% 6.7% ‐‐‐ 702 ‐1,742 20 474 3,868 Net Adds 12M (000´s) 35,603 Net Revs FY14 (R$ Mln) 9,290 ARPU 4Q14 17.4 ‐‐‐ 2,665 11,260 Fixed Mobile Customers 4Q14 (000´s) 71,107 ARPU 4Q14 Fixed voice & BB / TV 19,132 n.a. n.a. 1,196 28,422 n.a. ‐‐‐ TIM represents 30% of the mobile industry revenues2 and 27% of its market share Investor Meetings – April 2015 Source: Anatel and Players balance sheet 1 ‐ Fixed Access numbers refers to 3Q14 / 2 ‐ Mobile revenue considers only the 4 major players Investor Relations 19 Brazil: The Mobile Data Opportunity 61.3 Mln 60% 36.8 Mln Total Households Other 32% 11.8 Mln Lack of Coverage 24% 8.8 Mln Too Expensive 44% 16.2 Mln Households which does NOT possess Willingness to pay (% of Households) > R$ 250 R$ 250 R$ 200 R$ 150 R$ 100 R$ 80 R$ 70 R$ 50 R$ 40 R$ 30 R$ 20 R$ 10 CABLE FTTH 24.5 Mln 53% of active connection base has currently a speed below 2 Mbps 1% 1% 2% 5% 12% ADSL VDSL Do NOT Possess Internet connection 40% 18% 24% 39% 48% 59% 65% 71% MBB Possess Internet connection Source: CETIC´13 Market Data Revenues Growth 2016 vs. 2012 >13 bn Reais on Mobile (+100%) >7 bn Reais on Fixed (+35%) Investor Meetings – April 2015 Investor Relations 20 TIM Brasil: Data Connectivity and Beyond Getting People Connected: Broadband Penetration Fixed (% of households) 90% Developed markets avg: 75% Mobile (% of population) 105% 83% 73% Developed markets avg: 82% ∆: 19 p.p. 90% 73% 55% 79% ∆: 43 p.p. 72% 66% 63% Fra Bra 32% Fra UK USA Jap Rus Bra Jap USA UK Ita Huge gap between Brazil and developed markets Smaller gap between Brazil and developed markets Lack of infrastructure: low quality and speed Additional drivers for growth: days of use, data consumption Affordability issues (high prices, combos) Affordable prices Entering in the Content World Apps Social Video Music Gaming RichCom Content & Usage Offer COOL OTT TRUST Proximity & MPayment Connected Home & In Cars Digital Identity & Security Telco Connectivity (1) Quality of experience QoE(1) and Caring Pure Connectivity Offer Investor Meetings – April 2015 Investor Relations 21 Future-Proofing our Infrastructure for Enhanced Cash Flow New Investments Italy Brazil ~10 €Bln in ’15-’17 >14 R$Bln in ’15-’17 of which 5 €Bln for innovation Innovation Italy NGN: ~75% coverage in 2017 LTE: >95% coverage in 2017 Single Brand & Convergence Business Transformation Italy Brazil Brazil Investment Monetization Commercial Efficiency & Core Revenues Evolution Stabilization Network Costs Optimization Efficiency & Process Process-Driven Efficiency Transformation LTE: ~80% coverage in 2017 4G Sites: >15k in 2017 3G Sites: >14k in 2017 Hetnet Strategy People: Change of Mix Moving Cash Flow (2) beyond Stabilization ~3.8(1) 2014 (1) (2) 2015 2016 Including Brazil License & Clean-up costs Group Ebitda-Capex 2017 Investor Meetings – April 2015 Investor Relations 22 2014 Debt reduction & 2015-2017 Free Cash Flow Evolution € Bln 2014 – 2017 2013 - 2014 ~1.0 €Bln of deleverage before Latam frequencies impact Average debt reduction of ~700 €Mln per year before Mandatory Convertible (Nov. ‘16) ~+0.9 ~-1.0 -1.3 ~26.8 ~25.8 2013 2014 Net Debt before Latam frequencies Latam frequencies impact Net Debt/Ebitda Ratio DPS BoD proposal for 2014 (cash 2015) ~26.65 ~26.65 2014 Net Debt including Latam frequencies 2014 ~3.0x Mandatory Convertible Bond 2017 towards 2.5x in 2017 Ordinary Shares Zero Saving Shares 2.75 €cent confirmed Investor Meetings – April 2015 Investor Relations 23 Group Operating and Financial Outlook Organic data Group Ebitda Capex(1) Cum. ‘15-’17 Net Debt Adj. /Ebitda 2017 YoY Growth in 2017 ~14.5 €Bln Domestic YoY Stabilization in 2016 Brazil Continued Growth YoY Growth in 2017 ~10 €Bln >14 R$Bln Reducing Towards 2.5x(2) (1) Including Italian GSM license extension (2) On reported EBITDA; ratio includes Mandatory Convertible equity strengthening effect for 1.3€Bln in November 2016 Note: Organic data exclude impact from change in perimeter and FX. Avg €/Reais exchange rate: 3.21 Investor Meetings – April 2015 Investor Relations 24 Appendix Investor Meetings – April 2015 Investor Relations 25 TI Group – 2014 P/L by Main Business Unit Full Year Actual 2014 TI Group Euro mln REVENUES Other Operating Income TOTAL REVENUES & OTHER INCOME Domestic Brazil Other Activities Media Elimin./Adj ust. (*) 21,573 15,303 6,244 71 0 (45) 401 382 18 1 0 0 21,974 15,685 6,262 72 0 (45) Total Purchases of materials and external services (9,430) (5,831) (3,593) (35) (6) 35 Personnel of which payroll (3,119) (3,079) (2,730) (2,691) (379) (379) (8) (7) (2) (2) 0 0 Other operating costs (1,175) (570) (598) (4) (4) 1 Capitalized Cost and Others Change in inventories Capitalized internal constructions costs 536 444 82 0 0 10 (52) (41) (11) 0 0 0 588 485 93 0 0 10 EBITDA % on Revenues 8,786 40.7% 6,998 45.7% 1,774 28.4% 25 35.2% (12) 1 Depreciation & Amortization (4,284) (3,290) (976) (19) 0 1 (1) (1) 0 0 0 0 Writedowns and revaluations of non current assets Gains/losses of non current assets realization EBIT % on Revenues 29 31 (3) 0 0 1 4,530 21.0% 3,738 24.4% 795 12.7% 6 8.5% (12) 3 Income (loss) equity invest. valued equity method (5) (5) 0 0 0 0 Other income ( expenses ) from investments 16 (40) 0 0 220 (164) Net Financial Income / (Expenses) (2,194) (2,239) (90) (9) 145 (1) Income before Taxes & Disc. Ops. % on Revenues 2,347 10.9% 1,454 9.5% 705 11.3% (3) (4.2%) 353 (162) (928) (702) (208) 0 (19) 1 1,419 752 497 (3) 334 (161) 541 0 0 0 (1) 542 1,960 9.1% 752 497 (3) 333 381 Taxes Income before Disc. Ops. Net income (loss) of assets disposed Net Income (ante Minorities) % on Revenues Minorities Net Income (post Minorities) % on Revenues (610) 1,350 6.3% (*) includes TI Finance, TI Capital, TI international and other companies not icluded in the other Business Units. Investor Meetings – April 2015 Investor Relations 26 TI Group – 2014 Balance Sheet by Main Business Unit Full Year Actual 2014 TI Group Domestic Brasile Media Other & Elim (*) Euro mln Intangible Assets of which Goodwill Tangible Assets Equity Investments 36,770 32,719 3,887 172 (8) 29,943 28,443 1,470 30 0 13,387 10,542 2,764 81 0 79 9,309 0 0 (9,230) 584 66 512 16 (10) 1,118 783 276 6 53 TOTAL NET ASSETS 51,938 53,419 7,439 275 (9,195) WORKING CAPITAL & FUNDS (4,307) (2,856) (1,213) (28) (210) Operating Working Capital & Funds (3,786) (2,862) (931) 6 1 Operating Working Capital Total net inventories Total net trade accounts receivable Trade accounts payable Other operating current assets/liabilities Other operating current assets Other operating current liabilities Other Operating Allowances (1,791) 313 4,132 (5,041) (1,195) 2,434 (3,629) (934) (1,098) 231 3,008 (2,958) (1,379) 1,774 (3,153) (705) (716) 82 1,106 (2,082) 178 659 (481) (215) 15 0 32 (14) (3) 1 (4) (7) 8 0 (14) 13 9 0 9 (7) Total Severance Indemnities (1,061) (1,059) 0 (2) 0 Non Operating Working Capital & Funds (521) 6 (282) (34) (211) Net assets/liabilities of Disc. Ops. 2,089 0 0 0 2,089 49,720 21,699 28,021 50,563 17,483 33,080 6,226 5,835 391 247 (22) 269 (7,316) (1,597) (5,719) Other L/T Investments Deferred Tax Assets NET INVESTED CAPITAL Shareholders Equity Net Financial Position Reported MtoM derivati Net Financial Position Adj 1,370 26,651 (*) includes TI Finance, TI Capital, TI international and other companies not icluded in the other Business Units. Investor Meetings – April 2015 Investor Relations 27 Refinancing at record low rates € mln 12.930 Debt Maturities and liquidity Margin 31.443 11.313 4.782 3.436 Covered until 2018 13.112 4.067 6.112 2.854 3.374 7.000 1.879 975 1.970 1.404 FY 2015 Liquidity margin 2.963 1.104 2.324 1.112 1.617 23.614 3.165 1.617 7.829 FY 2016 FY 2017 FY 2018 FY 2019 Beyond 2019 Total M/L Term Debt Undraw portions of committed Bonds C&CE (escluded discontinued) Loans (of which long-term rent, financial and operating lease payable € 1,200) 2011-2015 Bond Issuance Yields Highlights TI’s funding costs since 2013 have significantly lowered 6,968% 6,184% Yield on issue date 5,198% 4,769% Drawn bank facility 5,054% 4,740% 4,570% 4,594% 4,134% 3,993% 3,330% New record-low coupon has been printed with our January 8-yr issue @ 3.25% ECB QE plans running until September 2016 further support favourable funding environment Tenor 5 7 5,25 6,5 3 5 8 7 7 10 8 This context will continue offering TI significant refinancing opportunities Issue date € 31.443 mln is the nominal amount of outstanding medium-long term debt. Adding by Mandatory Convertible Bond (€ 1.300 mln), discontinued operations (€ 28 mln), IAS adjustments (€ 1.192 mln) and current financial liabilities (€ 458 mln), the gross debt figure of € 34.421 mln is reached. N.B. Debt maturities are net of € 1.281 mln (face value) of repurchased (of which € 523 in the 2013 and € 543 in the 2014) own bonds (of which € 1.066 mln related to bonds ue within 2016). Investor Meetings – April 2015 Investor Relations 28 Well-Diversified and Hedged Debt Total Gross Debt net of Adjustment: Euro 34.421 mln Maturities and Risk Management € mln Average m/l term maturity: 7,10 years (bond only 7,85 years) Fixed rate portion on gross debt approximately 66,3% Around 41% of outstanding bonds (nominal amount) is denominated in USD, GBP and YEN and is fully hedged Gross debt 34,421 (of which 30 mln disc. Operations) Financial assets of which Cash & CE and marketable securities Cash & Cash Equivalent Marketable securities Italian Government Securities Other Discontinued operations Net Financial Position (7,605) (6,112) (4,812) (1,300) (915) (385) (165) Cost of debt: 5.4% 26,651 N.B. The figures are net of the adjustment due to the fair value measurement of derivatives and related financial liabilities/assets, as follows: - the impact on Gross Financial Debt is equal to 2.633 €/mln (of which 687 €/mln on bonds) - the impact on Financial Assets is equal to 1.263 €/mln. Therefore, the Net Financial Indebtedness is adjusted by 1.370 €/mln. Investor Meetings – April 2015 Investor Relations 29 Successful Placement of 2€bln Equity-Linked Bond due 2022 Issuer Gross proceeds Maturity Coupon p.a. Conversion premium Telecom Italia Convertible Bond Telecom Italia S.p.A. €2,000 mln March 2022 (7 years) 1,125% 70% Initial Conversion price € 1.8476 Issue / redemption at maturity Issuer Call (at 130% trigger) Shares delivered at maturity based on conversion price 100% After 4 years 1.082 mln shares Following the successful placement of the 2€bln equity-linked bonds due 2022”, the Board of Directors resolved to supplement the agenda of the Shareholders' Meeting of 20 May 2015 to include the proposed authorisation to convert the bonds and increase the share capital, by means of the issue of new-issue ordinary shares reserved to service the initiative, with the exclusion of preferential subscription rights. Investor Meetings – April 2015 Investor Relations 30 Announced Tender Offers to Buyback Max 2€bln Bonds due in 2017-2022 Not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or in or into or to any person located or resident in any other jurisdiction where it is unlawful to distribute this document. The Offers are being made as part of the Company’s liability management and are aimed at optimising its cost of debt and, furthermore, providing liquidity to those Note-holders whose Notes are accepted in the Offers. Outstanding Purchase Nominal Spread Amount (€mln) Order of Priority* Notes Coupon 1 1 1 1 2 2 Feb‐22 Jan‐21 Sep‐20 Jan‐20 Jan‐19 Dec‐18 5.25% 4.50% 4.88% 4.00% 5.38% 6.13% 1,250 1,000 1,000 1,000 1,250 750 2 May‐18 4.75% 750 160 bps 155 bps Subject as set out herein, an aggregate nominal amount of Priority One Notes of up to the Maximum Acceptance Amount 145 bps 130 bps 115 bps Subject as set out herein, an aggregate nominal amount of Priority Two Notes 110 bps of up to the Maximum Acceptance Amount less the aggregate nominal amount of Priority One Notes validly tendered and accepted for purchase 95 bps 3 Sep‐17 4.50% 736 85 bps 3 Jan‐17 7.00% 626 55bps Maximum Acceptance Amount Subject as set out herein, an aggregate nominal amount of Priority Three Notes of up to the Maximum Acceptance Amount less the aggregate nominal amount of Priority One Notes and Priority Two Notes validly tendered and accepted for purchase • Expiration Deadline: 21 April 2015 (h. 5pm CET) • Pricing Date: 22 April 2015 (h.11am CET) • Settlement Date: Expected on 24 April 2015 * Acceptance of valid tenders of Notes of each Series of Notes which have the same Order of Priority is at the Company’s sole discretion and the Company reserves the right, at its sole discretion, to accept more or less (by an amount which may or may not be significant), or none, of the Notes of any Series as compared to the other Series within the lowest Order of Priority in which Notes are accepted for purchase Investor Meetings – April 2015 Investor Relations 31 Inwit IPO: a unique opportunity to invest in the leading pure-play European wireless tower company • The largest independent tower in Italy: ~11.5k sites representing ~27% the total number of telecom towers in Italy • High quality assets located in top locations, with high-level features • Attractive market fundamentals and high barriers to entry • Long term contracted revenues with high quality customers • Multiple opportunities for growth: co-tenancy, new sites, new services, tower consolidation • Significant cash flow conversion and growth • Proven and experienced management team Investor Meetings – April 2015 Investor Relations 32 TI Merger with Telecom Italia Media (€m, except for share data) TIME Mkt Cap Ordinary Shares Mkt Cap Savings Shares # Ordinary shares (m) # Saving shares (m) Net Debt (excl. Persidera) 2014E Holding Costs 2014E 107.0 3.4 103.3 5.5 195 (7) 77.7% Ordinary Shares 0.9% Saving Shares (€m) Persidera Net Debt 2014E EBITDA 2014E 70% (1) 75 35 Persidera Transaction Pillars and Impact on Telecom Italia Simplification will extend to the Telecom Italia Group structures Elimination of costs associated with listing, in light of the limited stock liquidity Enhanced flexibility to manage Persidera disposal process Minority-friendly: cash withdrawal right (as per Italian Civil Code) at 6-month arithmetic average share price Limited impact on TI 0.1% ordinary share voting dilution if no withdrawal right exercised €28 million max cash outlay if all minority shareholders exercise withdrawal right Moderate EPS accretion (0.1%) / savings of ca. €2 million corporate costs Key Terms and Milestones 0.66x Telecom Italia ordinary shares for each Telecom Italia Media ordinary share 0.47x Telecom Italia saving shares for each Telecom Italia Media saving share Exchange ratios to be confirmed on 19th March Cash withdrawal right granted to TIME shareholders (€1.06 per ordinary share and €0.60 per saving share) TI to purchase any withdrawing share not pre-empted Transaction to be approved in April/May 2015 Closing expected in July/August 2015 30% Note: (1) Pro-forma for 100% contribution of GELE assets. Persidera Merger Telecom Italia and GELE to continue assessing options for a short-to-medium-term disposal of Persidera The only frequency platform available to nonintegrated TV broadcasters in the digital terrestrial TV landscape in Italy Business poised to grow meaningfully through 2018 Most contracts with TV broadcasters successfully renegotiated and in place for multiple years Contractual visibility on the large majority of revenues forecast over the plan horizon Call option for Telecom Italia on Channel 55 (700 MHz frequency) Investor Meetings – April 2015 Investor Relations 33 2015 Annual General Meeting on May 20th Proposed Resolutions: Approval of the FY2014 financial statements Distribution of only the privileged dividend to savings shares, in the amount of 2.75 euro cents per share (in line with that already announced when presenting the industrial plan). Approval of the report on remuneration; Appointment of the Board of Statutory Auditors for FYs 2015-2017, to be made by means of the slate voting system (and for the first time applying the gender balance rule); Authorization to convert the “€2€bln equity-linked bonds due 2022” and increase the share capital. Introduction of a deferral mechanism by means of the liquidation in ordinary shares of a portion of the shortterm incentive, with reference to the 2015 MBO cycle for the Top Management and a selected number of executives. Granting of powers to increase the share capital to service said remuneration plan, by means of the allocation of profits for up to a maximum of 25.5mln euros, to be allocated when approving the financial statements. Merger by incorporation of the subsidiary TI Media, as per separate joint press release. Amendment of some statutory rules regarding the Board of Directors and Board of Statutory Auditors; Proposed changes on TI Bylaws essentially relate to: Introduction of a principle of independence (in accordance with the law and/or the Corporate Governance Code of Borsa Italiana), when renewing the Board of Directors, for at least half of the candidates and elected directors on each slate; the amendment of the majority premium, when renewing the administrative body, to 2/3 of the Directors to be elected (at present, the Bylaws establish that 4/5 of the seats shall be assigned to the majority slate); a change to the mechanism for convening the Board of Directors at the request of the Directors, attributing this right to 2 Directors (rather than to one fifth of the Directors in office), in a similar way to the legal provisions regarding Auditors. Investor Meetings – April 2015 Investor Relations 34 TI Group Share - Capital Composition Total Telecom Italia Share capital (euros) # ordinary shares (without nominal value) # savings shares (without nominal value) 10,723,391,861.60 13,470,955,451 6,026,120,661 Number of TI S.p.A. ordinary treasury shares Number of TI S.p.A. ordinary shares held by TI Finance S.A. 37,672,014 124,544,373 % of ordinary treasury shares held by the Group to total share capital 0.83% Market capitalization (based on December 2014 average prices) 16,568 €mln Investor Meetings – April 2015 Investor Relations 35 NGN coverages across Europe: TI is driving Italy to pick-up 89% 90% 90% 85% 85% 81% 80% 75% >75% 74% 67% 70% 69% 63% 72% 70% 57% 50% 44% 39% 35% 19% 22% 43% 40% 25% 29% 7% 9% 7% 2007 2008 2009 2010 17% 11% 2011 9% 2012 2013 13% 2014 2015 2016 2017 2018 2019 2020 DT (FttC+Vectoring, FttH) BT (FttX) Telecom Italia (FttC) KPN (FttH) Belgacom (VDSL2/FttH) Orange (FTTH) 2021 2022 Telefonica (FttH) Investor Meetings – April 2015 Investor Relations 36 Improving Macro-Economic Outlook in Italy: Gross Fixed Investments (YoY %) +1,7% (1/2) Industrial Production (YoY %) +2,0% +1,2% +0,6% +0,0% -0,8% -1,9% -3,3% -3,1% -5,8% -9,3% 2011 2012 -6,4% 2013 2014 2015E 2016E Unemployment Rate 12,2% 12,7% 12,8% 2011 2012 2013 2014 2015E 2016E Household Consumption (YoY %) 12,4% 10,6% +0,3% +0,0% +0,7% +0,8% 2015E 2016E 8,4% -2,9% -3,9% 2011 2012 2013 2014 2015E 2016E 2011 2012 2013 2014 Source: Consensus Economics Inc 2015 (March 9, 2015), consensus based on a survey of 19 prominent financial and economic research institutes. Investor Meetings – April 2015 Investor Relations 37 Improving Macro-Economic Outlook in Italy: GDP trend (2/2) GDP YoY growth%, as of March 2015 2015 2016 Centro Europa Ricerche Banca Nazionale del Lavoro Prometeia REF Ricerche ABI Credit Suisse ING Financial Markets UBS Confindustria HSBC Econ Intelligence Unit UniCredit Barclays Capital Goldman Sachs Intesa Sanpaolo Moody's Analytics Citigroup Oxford Economics Bank of America - Merrill 0.9 0.7 0.7 0.7 0.6 0.7 0.7 0.5 0.5 0.5 0.5 0.6 0.4 0.4 0.4 0.4 0.8 0.3 0.3 1.2 1.3 1.4 1.2 1.1 1.6 1.3 1.0 1.1 0.8 0.9 1.2 1.1 0.9 1.0 1.1 1.4 1.0 0.9 Average Consensus 0.6 1.1 Italian Government (Mar 15) Bank of Italy (Jan 15) EU Commission (Feb 15) IMF (Jan 15) OECD (Feb 15) 0.7 0.4 0.6 0.4 0.4 1.4 1.2 1.3 0.8 1.3 Investor Meetings – April 2015 Investor Relations 38 Brazilian Market Outlook 2015-2017 A Close Look at Business Performance 2015-2017 Guidance MTR Impact Analysis Net Revenues (R$; %) (R$ billion) EBITDA Exposure 31% 18% Net Services 24% Revenues Exposure Near mid-single 12% 2010 2011 2012 2013 2014 2015e 2016e 2017e MTR Cut (% YoY) -15% -11% -25% -33% -35% -44% Mobile Net Revenues Analysis (R$; %) Innovative: Data Content Other % YoY Traditional: Voice Incoming SMS -11% 18.8 19.9 19.5 2012A 2013A 2014A Continued growth 2015e 2016e 2017e EBITDA (R$ billion) +48% 2013A 2014A Continued growth, improving margin 5.0 5.2 5.5 2012A 2013A 2014A 2015e 2016e 2017e 2017e Innovative and Traditional Investments (R$; %) 6.9 CAPEX (R$ billion) Innovative 52% 60% 63% 65% ~9 bln Organic Traditional 48% 2014a 40% 2015e 37% 2016e 35% ~5 bln 2017e Others/ Licenses 3.8 3.9 3.1 3.5 0.6 0.4 2012A 2013A 3.9 CAPEX 2015-2017: >14 R$Bln 2.9 2014A 2015e 2016e 2017e Investor Meetings – April 2015 Investor Relations 39