Annual / Quarterly Financial Statement • May 4, 2022
Annual / Quarterly Financial Statement
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| TIM Group – Reclassified Statements | 2 |
|---|---|
| TIM Group - Separate Consolidated Income Statements | 2 |
| TIM Group - Consolidated Statements of Comprehensive Income | 3 |
| TIM Group - Consolidated Statements of Financial Position | 4 |
| TIM Group - Consolidated Statements of Cash Flows | 6 |
| TIM Group - Consolidated Statements of Changes in Equity | 8 |
| TIM Group - Net Financial Debt | 9 |
| TIM Group - Change in Adjusted Net Financial Debt | 10 |
| TIM Group - Information by Operating Segments | 11 |
| Domestic | 11 |
| Brazil | 12 |
| TIM Group - Headcount | 13 |
| TIM Group - Effects of non-recurring events and transactions on each item of the Separate Consolidated Income Statements |
14 |
| TIM Group - Debt Structure, Bond Issues and Expiring Bonds | 15 |
| TIM Group - Disputes and Pending Legal Actions | 17 |
| Alternative Performance Measures | 24 |
This document has been translated into English for the convenience of the readers. In the event of discrepancy, the Italian language version prevails.
May 4, 2022
The reclassified Separate Consolidated Income Statements, Consolidated Statements of Comprehensive Income, Consolidated Statements of Financial Position, Consolidated Statements of Cash Flows, Consolidated Statements of Changes in Equity as well as the Consolidated Net Financial Debt of the TIM Group, herewith presented, are consistent with the consolidated financial statements included in the Annual Financial Report and in the Half-Year Financial Report. Such statements were not audited by the audit firm.
The accounting policies and consolidation principles adopted are consistent with those applied for the TIM Group Consolidated Financial Statements at December 31, 2021, except for the amendments to the standards issued by IASB and adopted starting from January 1, 2022.
As described in the 2021 TIM Group Consolidated Financial Statements, during the fourth quarter of 2021, TIM refined some aspects of the booking of certain commercial agreements concerning the sale of goods with deferred delivery. This refinement entailed, for the first, second and third quarters of 2021, the redetermination of the distribution over time of revenues and purchases of materials and services. In connection with the foregoing, the economic data of the first, second and third quarters of 2021, has been recalculated.
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
Changes | |
|---|---|---|---|---|
| (a-b) | ||||
| (a) | (b) | absolute | % | |
| Revenues | 3,644 | 3,728 | (84) | (2.3) |
| Other income | 37 | 109 | (72) | (66.1) |
| Total operating revenues and other income | 3,681 | 3,837 | (156) | (4.1) |
| Acquisition of goods and services | (1,620) | (1,568) | (52) | (3.3) |
| Employee benefits expenses | (731) | (1,038) | 307 | 29.6 |
| Other operating expenses | (168) | (239) | 71 | 29.7 |
| Change in inventories | 20 | 49 | (29) | (59.2) |
| Internally generated assets | 134 | 119 | 15 | 12.6 |
| Operating profit (loss) before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA) |
1,316 | 1,160 | 156 | 13.4 |
| Depreciation and amortization | (1,107) | (1,130) | 23 | 2.0 |
| Gains (losses) on disposals of non-current assets | — | (2) | 2 | — |
| Impairment reversals (losses) on non-current assets | — | — | — | — |
| Operating profit (loss) (EBIT) | 209 | 28 | 181 | — |
| Share of profits (losses) of associates and joint ventures accounted for using the equity method |
16 | 11 | 5 | 45.5 |
| Other income (expenses) from investments | — | — | — | — |
| Finance income | 325 | 401 | (76) | (19.0) |
| Finance expenses | (642) | (689) | 47 | 6.8 |
| Profit (loss) before tax from continuing operations | (92) | (249) | 157 | 63.1 |
| Income tax expense | (50) | 43 | (93) | — |
| Profit (loss) from continuing operations | (142) | (206) | 64 | 31.1 |
| Profit (loss) from Discontinued operations/Non-current assets held for sale |
— | — | — | — |
| Profit (loss) for the period | (142) | (206) | 64 | 31.1 |
| Attributable to: | ||||
| Owners of the Parent | (204) | (228) | 24 | 10.5 |
| Non-controlling interests | 62 | 22 | 40 | — |
In accordance with IAS 1 (Presentation of Financial Statements) here below are presented the Consolidated Statements of Comprehensive Income, including the Profit (loss) for the period, as shown in the Separate Consolidated Income Statements, and all non-owner changes in equity.
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
|---|---|---|
| Profit (loss) for the period | (a) (142) |
(206) |
| Other components of the Consolidated Statement of Comprehensive Income |
||
| Other components that will not be reclassified subsequently to Separate Consolidated Income Statement |
||
| Financial assets measured at fair value through other comprehensive income: |
||
| Profit (loss) from fair value adjustments | (2) | 3 |
| Income tax effect | — | — |
| (b) (2) |
3 | |
| Remeasurements of employee defined benefit plans (IAS19): | ||
| Actuarial gains (losses) | — | — |
| Income tax effect | — | — |
| (c) — |
— | |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method: |
||
| Profit (loss) | — | — |
| Income tax effect | — | — |
| (d) — |
— | |
| Total other components that will not be reclassified subsequently to (e=b+c+d) Separate Consolidated Income Statement |
(2) | 3 |
| Other components that will be reclassified subsequently to Separate Consolidated Income Statement |
||
| Financial assets measured at fair value through other comprehensive income: |
||
| Profit (loss) from fair value adjustments | (61) | (6) |
| Loss (profit) transferred to Separate Consolidated Income Statement | 13 | (1) |
| Income tax effect | 1 | 1 |
| Hedging instruments: | (f) (47) |
(6) |
| Profit (loss) from fair value adjustments | 108 | 133 |
| Loss (profit) transferred to Separate Consolidated Income Statement | (98) | (245) |
| Income tax effect | (2) | 27 |
| (g) 8 |
(85) | |
| Exchange differences on translating foreign operations: | ||
| Profit (loss) on translating foreign operations | 884 | (175) |
| Loss (profit) on translating foreign operations transferred to Separate Consolidated Income Statement |
— | — |
| Income tax effect | — | — |
| (h) 884 |
(175) | |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method: |
||
| Profit (loss) | — | — |
| Loss (profit) transferred to Separate Consolidated Income Statement | — | — |
| Income tax effect | — | — |
| (i) — |
— | |
| Total other components that will be reclassified subsequently to Separate Consolidated Income Statement (k=f+g+h+i) |
845 | (266) |
| Total other components of the Consolidated Statement of (m=e+k) Comprehensive Income |
843 | (263) |
| Total comprehensive income (loss) for the period | (a+m) 701 |
(469) |
| Attributable to: | ||
| Owners of the Parent | 366 | (435) |
| Non-controlling interests | 335 | (34) |
| (million euros) | 3/31/2022 | 12/31/2021 | Changes |
|---|---|---|---|
| (a) | (b) | (a-b) | |
| Assets | |||
| Non-current assets | |||
| Intangible assets | |||
| Goodwill | 18,657 | 18,568 | 89 |
| Intangible assets with a finite useful life | 7,406 | 7,147 | 259 |
| 26,063 | 25,715 | 348 | |
| Tangible assets | |||
| Property, plant and equipment owned | 13,692 | 13,311 | 381 |
| Rights of use assets | 5,177 | 4,847 | 330 |
| Other non-current assets | |||
| Investments in associates and joint ventures accounted for using the equity method |
3,045 | 2,979 | 66 |
| Other investments | 134 | 156 | (22) |
| Non-current financial receivables arising from lease contracts |
50 | 45 | 5 |
| Other non-current financial assets | 2,039 | 2,285 | (246) |
| Miscellaneous receivables and other non-current assets |
2,353 | 2,266 | 87 |
| Deferred tax assets | 3,470 | 3,513 | (43) |
| 11,091 | 11,244 | (153) | |
| Total Non-current assets (a) |
56,023 | 55,117 | 906 |
| Current assets | |||
| Inventories | 309 | 282 | 27 |
| Trade and miscellaneous receivables and other current assets |
4,420 | 4,358 | 62 |
| Current income tax receivables | 88 | 79 | 9 |
| Current financial assets | |||
| Current financial receivables arising from lease contracts |
61 | 56 | 5 |
| Securities other than investments, other financial receivables and other current financial assets |
2,122 | 2,391 | (269) |
| Cash and cash equivalents | 3,272 | 6,904 | (3,632) |
| 5,455 | 9,351 | (3,896) | |
| Current assets sub-total | 10,272 | 14,070 | (3,798) |
| Discontinued operations /Non-current assets held for sale |
|||
| of a financial nature | — | — | — |
| of a non-financial nature | — | — | — |
| — | — | — | |
| Total Current assets (b) |
10,272 | 14,070 | (3,798) |
| Total Assets (b+a) |
66,295 | 69,187 | (2,892) |
| (million euros) | 3/31/2022 | 12/31/2021 | Changes | |
|---|---|---|---|---|
| (a) | (b) | (a-b) | ||
| Equity and Liabilities | ||||
| Equity | ||||
| Equity attributable to owners of the Parent | 17,786 | 17,414 | 372 | |
| Non-controlling interests | 4,949 | 4,625 | 324 | |
| Total Equity | (c) | 22,735 | 22,039 | 696 |
| Non-current liabilities | ||||
| Non-current financial liabilities for financing contracts and others |
22,185 | 23,437 | (1,252) | |
| Non-current financial liabilities for lease contracts | 4,394 | 4,064 | 330 | |
| Employee benefits | 700 | 699 | 1 | |
| Deferred tax liabilities | 220 | 245 | (25) | |
| Provisions | 956 | 926 | 30 | |
| Miscellaneous payables and other non-current liabilities |
1,366 | 1,413 | (47) | |
| Total Non-current liabilities | (d) | 29,821 | 30,784 | (963) |
| Current liabilities | ||||
| Current financial liabilities for financing contracts and others |
3,128 | 5,945 | (2,817) | |
| Current financial liabilities for lease contracts | 683 | 651 | 32 | |
| Trade and miscellaneous payables and other current liabilities |
9,655 | 9,473 | 182 | |
| Current income tax payables | 273 | 295 | (22) | |
| Current liabilities sub-total | 13,739 | 16,364 | (2,625) | |
| Liabilities directly associated with Discontinued operations/Non-current assets held for sale |
||||
| of a financial nature | — | — | — | |
| of a non-financial nature | — | — | — | |
| — | — | — | ||
| Total Current Liabilities | (e) | 13,739 | 16,364 | (2,625) |
| Total Liabilities | (f=d+e) | 43,560 | 47,148 | (3,588) |
| Total Equity and Liabilities | (c+f) | 66,295 | 69,187 | (2,892) |
| (million euros) | 1st Quarter | 1st Quarter | |
|---|---|---|---|
| Cash flows from operating activities: | 2022 | 2021 | |
| Profit (loss) from continuing operations | (142) | (206) | |
| Adjustments for: | |||
| Depreciation and amortization | 1,107 | 1,130 | |
| Impairment losses (reversals) on non-current assets (including investments) | 7 | 3 | |
| Net change in deferred tax assets and liabilities | 36 | (84) | |
| Losses (gains) realized on disposals of non-current assets (including investments) |
— | 2 | |
| Share of losses (profits) of associates and joint ventures accounted for using the equity method |
(16) | (11) | |
| Change in employee benefits | 38 | 262 | |
| Change in inventories | (20) | (47) | |
| Change in trade receivables and other net receivables | 222 | 91 | |
| Change in trade payables | (277) | (129) | |
| Net change in income tax receivables/payables | (2) | 39 | |
| Net change in miscellaneous receivables/payables and other assets/liabilities | 122 | 211 | |
| Cash flows from (used in) operating activities | (a) | 1,075 | 1,261 |
| Cash flows from investing activities: | |||
| Purchases of intangible, tangible and rights of use assets on a cash basis | (1,151) | (874) | |
| Capital grants received | — | — | |
| Acquisition of control of companies or other businesses, net of cash acquired | — | — | |
| Acquisitions/disposals of other investments | (11) | (37) | |
| Change in financial receivables and other financial assets (excluding hedging and non-hedging derivatives under financial assets) |
405 | 67 | |
| Proceeds from sale that result in a loss of control of subsidiaries or other businesses, net of cash disposed of |
— | — | |
| Proceeds from sale/repayments of intangible, tangible and other non-current assets |
1 | 3 | |
| Cash flows from (used in) investing activities | (b) | (756) | (841) |
| Cash flows from financing activities: | |||
| Change in current financial liabilities and other | (628) | (501) | |
| Proceeds from non-current financial liabilities (including current portion) | — | 1,501 | |
| Repayments of non-current financial liabilities (including current portion) | (3,431) | (1,521) | |
| Changes in hedging and non-hedging derivatives | (16) | — | |
| Share capital proceeds/reimbursements (including subsidiaries) | — | — | |
| Dividends paid | (26) | (24) | |
| Changes in ownership interests in consolidated subsidiaries | — | — | |
| Cash flows from (used in) financing activities | (c) | (4,101) | (545) |
| Cash flows from (used in) Discontinued operations/Non-current assets held for sale |
(d) | — | — |
| Aggregate cash flows | (e=a+b+c+d) | (3,782) | (125) |
| Net cash and cash equivalents at beginning of the period | (f) | 6,904 | 4,508 |
| Net foreign exchange differences on net cash and cash equivalents | (g) | 144 | (14) |
| Net cash and cash equivalents at end of the period | (h=e+f+g) | 3,266 | 4,369 |
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
|---|---|---|
| Purchase of intangible assets | (302) | (178) |
| Purchase of tangible assets | (617) | (501) |
| Purchase of rights of use assets | (268) | (120) |
| Total purchase of intangible, tangible and rights of use assets on an accrual basis | (1,187) | (799) |
| Change in payables arising from purchase of intangible, tangible and rights of use assets |
36 | (75) |
| Total purchases of intangible, tangible and rights of use assets on a cash basis | (1,151) | (874) |
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
|---|---|---|
| Income taxes (paid) received | 2 | (9) |
| Interest expense paid | (470) | (459) |
| Interest income received | 129 | 84 |
| Dividends received | — | — |
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
|---|---|---|
| Net cash and cash equivalents at beginning of the period: | ||
| Cash and cash equivalents - from continuing operations | 6,904 | 4,829 |
| Bank overdrafts repayable on demand – from continuing operations | — | (321) |
| Cash and cash equivalents - from Discontinued operations/Non-current assets held for sale |
— | — |
| Bank overdrafts repayable on demand – from Discontinued operations/Non current assets held for sale |
— | — |
| 6,904 | 4,508 | |
| Net cash and cash equivalents at end of the period: | ||
| Cash and cash equivalents - from continuing operations | 3,272 | 4,370 |
| Bank overdrafts repayable on demand – from continuing operations | (6) | (1) |
| Cash and cash equivalents - from Discontinued operations/Non-current assets held for sale |
— | — |
| Bank overdrafts repayable on demand – from Discontinued operations/Non current assets held for sale |
— | — |
| 3,266 | 4,369 |
Changes from January 1, 2021 to March 31, 2021
| Equity attributable to owners of the Parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (million euros) | Share capital |
Additional paid-in capital |
Reserve for financial assets measured at fair value through other comprehensive income |
Reserve for hedging instruments |
Reserve for exchange differences on translating foreign operations |
Reserve for remeasurements of employee defined benefit plans (IAS 19) |
Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method |
Other reserves and retained earnings (accumulated losses), including profit (loss) for the period |
Total | Non controlling interests |
Total Equity |
| Balance at December 31, 2020 |
11,588 | 2,133 | 20 | (350) | (2,538) | (119) | — | 15,481 | 26,215 | 2,625 | 28,840 |
| Changes in equity during the period: |
|||||||||||
| Dividends approved |
— | — | — | — | — | — | — | (318) | (318) | — | (318) |
| Total comprehensive income (loss) for the period |
— | — | (3) | (85) | (119) | — | — | (228) | (435) | (34) | (469) |
| Issue of equity instruments |
4 | — | — | — | — | — | — | 1 | 5 | — | 5 |
| FiberCop - capital increase |
— | — | — | — | — | — | — | (98) | (98) | 1,848 | 1,750 |
| Other changes | — | — | — | — | — | — | — | 2 | 2 | — | 2 |
| Balance at March 31, 2021 |
11,592 | 2,133 | 17 | (435) | (2,657) | (119) | — | 14,840 | 25,371 | 4,439 | 29,810 |
| Equity attributable to owners of the Parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (million euros) | Share capital |
Additional paid-in capital |
Reserve for financial assets measured at fair value through other comprehensive income |
Reserve for hedging instruments |
Reserve for exchange differences on translating foreign operations |
Reserve for remeasurements of employee defined benefit plans (IAS 19) |
Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method |
Other reserves and retained earnings (accumulated losses), including profit (loss) for the period |
Total | Non controlling interests |
Total Equity |
| Balance at December 31, |
|||||||||||
| 2021 | 11,614 | 2,133 | 49 | (128) | (2,500) | (130) | — | 6,376 | 17,414 | 4,625 | 22,039 |
| Changes in equity during the period: |
|||||||||||
| Dividends approved |
— | — | — | — | — | — | — | — | — | (11) | (11) |
| Total comprehensive income (loss) for the period |
— | — | (49) | 8 | 611 | — | — | (204) | 366 | 335 | 701 |
| Issue of equity instruments |
— | — | — | — | — | — | — | 4 | 4 | — | 4 |
| Other changes | — | — | — | — | — | — | — | 2 | 2 | — | 2 |
| Balance at March 31, 2022 |
11,614 | 2,133 | — | (120) | (1,889) | (130) | — | 6,178 | 17,786 | 4,949 | 22,735 |
| (million euros) | 3/31/2022 | 12/31/2021 | Change |
|---|---|---|---|
| (a) | (b) | (a-b) | |
| Non-current financial liabilities | |||
| Bonds | 16,526 | 17,383 | (857) |
| Amounts due to banks, other financial payables and liabilities | 5,659 | 6,054 | (395) |
| Non-current financial liabilities for lease contracts | 4,394 | 4,064 | 330 |
| 26,579 | 27,501 | (922) | |
| Current financial liabilities (*) | |||
| Bonds | 1,299 | 3,512 | (2,213) |
| Amounts due to banks, other financial payables and liabilities | 1,829 | 2,433 | (604) |
| Current financial liabilities for lease contracts | 683 | 651 | 32 |
| 3,811 | 6,596 | (2,785) | |
| Financial liabilities directly associated with Discontinued operations/Non-current assets held for sale |
— | — | — |
| Total Gross financial debt | 30,390 | 34,097 | (3,707) |
| Non-current financial assets | |||
| Securities other than investments | — | — | — |
| Non-current financial receivables arising from lease contracts | (50) | (45) | (5) |
| Financial receivables and other financial assets | (2,039) | (2,285) | 246 |
| (2,089) | (2,330) | 241 | |
| Current financial assets | |||
| Securities other than investments | (1,956) | (2,249) | 293 |
| Current financial receivables arising from lease contracts | (61) | (56) | (5) |
| Financial receivables and other financial assets | (166) | (142) | (24) |
| Cash and cash equivalents | (3,272) | (6,904) | 3,632 |
| (5,455) | (9,351) | 3,896 | |
| Financial assets relating to Discontinued operations/Non current assets held for sale |
— | — | — |
| Total financial assets | (7,544) | (11,681) | 4,137 |
| Net financial debt carrying amount | 22,846 | 22,416 | 430 |
| Reversal of fair value measurement of derivatives and related financial liabilities/assets |
(207) | (229) | 22 |
| Adjusted Net Financial Debt | 22,639 | 22,187 | 452 |
| Breakdown as follows: | |||
| Total adjusted gross financial debt | 29,213 | 32,564 | (3,351) |
| Total adjusted financial assets | (6,574) | (10,377) | 3,803 |
| (*) of which current portion of medium/long-term debt: | |||
| Bonds | 1,299 | 3,512 | (2,213) |
| Amounts due to banks, other financial payables and liabilities | 913 | 898 | 15 |
| Current financial liabilities for lease contracts | 680 | 648 | 32 |
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
Change |
|---|---|---|---|
| (a) | (b) | (a-b) | |
| EBITDA | 1,316 | 1,160 | 156 |
| Capital expenditures on an accrual basis | (932) | (691) | (241) |
| Change in net operating working capital: | (91) | 298 | (389) |
| Change in inventories | (20) | (47) | 27 |
| Change in trade receivables and other net receivables | 222 | 91 | 131 |
| Change in trade payables | (311) | (312) | 1 |
| Change in payables for mobile telephone licenses / spectrum | (186) | — | (186) |
| Other changes in operating receivables/payables | 204 | 566 | (362) |
| Change in employee benefits | 38 | 262 | (224) |
| Change in operating provisions and Other changes | (27) | (274) | 247 |
| Net operating free cash flow | 304 | 755 | (451) |
| % of Revenues | 8.3 | 20.3 | (12.0)pp |
| Sale of investments and other disposals flow | 1 | 4 | (3) |
| Share capital increases/reimbursements, including incidental expenses |
— | — | — |
| Financial investments | (11) | (37) | 26 |
| Dividends payment | (26) | (24) | (2) |
| Increases in lease contracts | (255) | (108) | (147) |
| Finance expenses, income taxes and other net non-operating requirements flow |
(465) | 1,581 | (2,046) |
| Reduction/(Increase) in adjusted net financial debt from continuing operations |
(452) | 2,171 | (2,623) |
| Reduction/(Increase) in net financial debt from Discontinued operations/Non-current assets held for sale |
— | — | — |
| Reduction/(Increase) in adjusted net financial debt | (452) | 2,171 | (2,623) |
| (million euros) | 1st Quarter 2022 | 1st Quarter 2021 |
Change |
|---|---|---|---|
| Reduction/(Increase) in adjusted net financial debt from continuing operations |
(452) | 2,171 | (2,623) |
| Impact for finance leases (new lease operations and/or renewals and/or extensions (-)/any terminations/early |
(5) | ||
| extinguishing of leases (+)) | 530 | 535 | |
| Payment of TLC licenses and for the use of frequencies | 186 | — | 186 |
| Financial impact of acquisitions and/or disposals of | (1,721) | ||
| investments | 11 | 1,732 | |
| Dividend payment and Change in Equity | 26 | 24 | 2 |
| Equity Free Cash Flow | 301 | 469 | (168) |
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
Changes (a-b) |
||
|---|---|---|---|---|---|
| (a) | (b) | absolute | % | % organic excluding non-recurring |
|
| Revenues | 2,846 | 3,077 | (231) | (7.5) | (7.7) |
| EBITDA | 962 | 858 | 104 | 12.1 | (18.3) |
| % of Revenues | 33.8 | 27.9 | 5.9 pp | (4.7)pp | |
| EBIT | 92 | (60) | 152 | (53.4) | |
| % of Revenues | 3.2 | (1.9) | 5.1 pp | (5.5)pp | |
| Headcount at period-end (number) (°) | 42,782 | (*)42,591 | 191 | 0.4 |
(°) Includes 10 agency contract workers at March 31, 2022 (16 at December 31, 2021)
(*) Headcount at December 31, 2021
| 3/31/2022 | 12/31/2021 | 3/31/2021 | |
|---|---|---|---|
| Total TIM Retail accesses (thousands) | 8,539 | 8,647 | 8,774 |
| of which NGN (1) | 5,244 | 5,186 | 4,695 |
| Total TIM Wholesale accesses (thousands) | 7,729 | 7,729 | 7,908 |
| of which NGN | 4,997 | 4,819 | 4,381 |
| Active Broadband accesses of TIM Retail (thousands) | 7,643 | 7,733 | 7,746 |
| Consumer ARPU (€/month) (2) | 28.4 | 30.1 | 31.8 |
| Broadband ARPU (€/month) (3) | 33.0 | 33.4 | 32.2 |
(1) UltraBroadband access in FTTx and FWA mode, also including "data only" lines and GBE (Gigabit Ethernet).
(2) Revenues from organic Consumer retail services in proportion to the average Consumer accesses.
(3) Revenues from organic broadband services in proportion to the average active TIM retail broadband accesses.
| 3/31/2022 | 12/31/2021 | 3/31/2021 | |
|---|---|---|---|
| Lines at period end (thousands) | 30,395 | 30,466 | 30,222 |
| of which Human | 18,799 | 19,054 | 19,554 |
| Churn rate (%) (4) | 3.7 | 14.7 | 3.8 |
| Broadband users (thousands) (5) | 12,717 | 12,783 | 12,864 |
| Retail ARPU (€/month) (6) | 7.0 | 7.5 | 7.5 |
| Human ARPU (€/month) (7) | 11.3 | 11.7 | 11.4 |
(4) Percentage of total lines that ceased in the period compared to the average number of total lines.
(5) Mobile lines using data services.
(6) Revenues from organic retail services (visitors and MVNO not included) compared to the total average number of lines.
(7) Revenues from organic retail services (visitors and MVNO not included) compared to the average number of human lines.
Details of revenues for the first quarter of 2022 for the Domestic Business Unit are presented in the following table, broken down by customer/business segment and compared to the first quarter 2021.
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
Changes | ||
|---|---|---|---|---|---|
| absolute | % | % organic excluding non recurring |
|||
| Revenues | 2,846 | 3,077 | (231) | (7.5) | (7.7) |
| Consumer | 1,163 | 1,347 | (184) | (13.7) | (13.7) |
| Business | 971 | 983 | (12) | (1.2) | (1.2) |
| Wholesale National Market | 478 | 533 | (55) | (10.3) | (10.3) |
| Wholesale International Market | 239 | 218 | 21 | 9.6 | 7.2 |
| Other | (5) | (4) |
| (million euros) | (million Brazilian reais) | ||||||
|---|---|---|---|---|---|---|---|
| 1st Quarter 2022 |
1st Quarter 2021 |
1st Quarter 2022 |
1st Quarter 2021 |
Changes | |||
| absolute | % | % organic excluding non recurring |
|||||
| (a) | (b) | (c) | (d) | (c-d) | (c-d)/d | ||
| Revenues | 806 | 658 | 4,727 | 4,340 | 387 | 8.9 | 8.9 |
| EBITDA | 356 | 304 | 2,091 | 2,008 | 83 | 4.1 | 5.1 |
| % of Revenues | 44.2 | 46.3 | 44.2 | 46.3 | (2.1)pp | (1.6)pp | |
| EBIT | 120 | 90 | 703 | 592 | 111 | 18.8 | 22.1 |
| % of Revenues | 14.9 | 13.6 | 14.9 | 13.6 | 1.3pp | 1.7pp | |
| Headcount at period-end (number) | 9,109 | (°)9,325 | (216) | (2.3) |
(°) Headcount at December 31, 2021.
| (million euros) | (million Brazilian reais) | ||||||
|---|---|---|---|---|---|---|---|
| 1st Quarter 2022 |
1st Quarter 2021 |
1st Quarter 2022 |
1st Quarter 2021 |
Changes | |||
| absolute | % | % organic excluding non recurring |
|||||
| (a) | (b) | (c) | (d) | (c-d) | (c-d)/d | ||
| Revenues | 806 | 658 | 4,727 | 4,340 | 387 | 8.9 | 8.9 |
| EBITDA | 356 | 304 | 2,091 | 2,008 | 83 | 4.1 | 5.1 |
| % of Revenues | 44.2 | 46.3 | 44.2 | 46.3 | (2.1)pp | (1.6)pp | |
| EBIT | 120 | 90 | 703 | 592 | 111 | 18.8 | 22.1 |
| % of Revenues | 14.9 | 13.6 | 14.9 | 13.6 | 1.3pp | 1.7pp |
| (equivalent number) | 1st Quarter 2022 |
Year 2021 |
1st Quarter 2021 |
Change |
|---|---|---|---|---|
| (a) | (b) | (c) | (a-c) | |
| Average salaried workforce – Italy | 37,018 | 38,826 | 40,932 | (3,914) |
| Average salaried workforce – Outside Italy | 8,956 | 9,116 | 9,099 | (143) |
| Total average salaried workforce (1) | 45,974 | 47,942 | 50,031 | (4,057) |
(1) Includes agency contract workers: 9 average employees in Italy in the first quarter 2022; 12 average employees in Italy in 2021; 12 average employees in Italy in the first quarter 2021.
| (number) | 3/31/2022 | 12/31/2021 | 3/31/2021 | Change |
|---|---|---|---|---|
| (a) | (b) | (c) | (a-b) | |
| Headcount – Italy | 42,538 | 42,347 | 42,759 | 191 |
| Headcount – Outside Italy | 9,365 | 9,582 | 9,435 | (217) |
| Total headcount at period end (1) | 51,903 | 51,929 | 52,194 | (26) |
(1) Includes agency contract workers: 10 employees in Italy at 3/31/2022; 16 employees in Italy at 12/31/2021; 12 employees in Italy at 3/31/2021.
| (number) | 3/31/2022 | 12/31/2021 | 3/31/2021 | Change |
|---|---|---|---|---|
| (a) | (b) | (c) | (a-b) | |
| Domestic | 42,782 | 42,591 | 43,004 | 191 |
| Brazil | 9,109 | 9,325 | 9,177 | (216) |
| Other Operations | 12 | 13 | 13 | (1) |
| Total | 51,903 | 51,929 | 52,194 | (26) |
The effects of non-recurring events and transactions on the separate consolidated income statements line items are set out below in accordance with Consob communication DME/RM/9081707 dated September 16, 2009:
| (million euros) | 1st Quarter 2022 |
1st Quarter 2021 |
|---|---|---|
| Acquisition of goods and services, Change in inventories: | ||
| Professional expenses, consulting services and other costs | (5) | (10) |
| Employee benefits expenses: | ||
| Charges connected to corporate reorganization/restructuring and other costs | (60) | (311) |
| Other operating expenses: | ||
| Other expenses and provisions | (6) | (80) |
| Impact on Operating profit (loss) before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA) |
(71) | (401) |
| Impact on EBIT - Operating profit (loss) | (71) | (401) |
| Finance expenses: | ||
| Other finance expenses | (1) | (1) |
| Impact on profit (loss) before tax from continuing operations | (72) | (402) |
| Income taxes on non-recurring items | 19 | 92 |
| Impact on profit (loss) for the period | (53) | (310) |
During the first quarter of 2022, the COVID-19 emergency caused the TIM Group to incur non-recurring charges, gross of tax effects, for approximately 1 million euros (approximately 12 million euros in the first quarter of 2021).
The following table shows committed credit lines available at March 31, 2022:
| (billion euros) | 3/31/2022 | 12/31/2021 | |||||
|---|---|---|---|---|---|---|---|
| Agreed | Drawn down | Agreed | Drawn down | ||||
| Sustainability-linked RCF – maturing May 2026 | 4.0 | — | 4.0 | — | |||
| Total | 4.0 | — | 4.0 | — |
At March 31, 2022, TIM had bilateral Term Loans for 850 million euros with various banking counterparties and an overdraft facility for 200 million euros, drawn down for the full amount.
The change in bonds in the first quarter of 2022 was as follows:
| (millions of original currency) | Currency | Amount | Repayment date |
|---|---|---|---|
| Repayments | |||
| Telecom Italia S.p.A 2002-2022 reserved for subscription by employees | Euro | 214 | 1/1/2022 |
| Telecom Italia S.p.A 1,250 million euros 5.25% (1) | Euro | 884 | 2/10/2022 |
| Telecom Italia S.p.A. 2,000 million euros 1.125% Convertible bond | Euro | 2,000 | 3/26/2022 |
(1) Net of buy-backs totaling 366 million euros made by the company in 2015.
The nominal amount of repayment, net of the Group's bonds buyback, related to the bonds maturing in the following 18 months as of March 31, 2022 issued by TIM S.p.A., Telecom Italia Finance S.A. and Telecom Italia Capital S.A. (fully and unconditionally guaranteed by TIM S.p.A.) totals 2,443 million euros. With the following detail:
Bonds issued by the TIM Group do not contain financial covenants (e.g. ratios such as Debt/EBITDA, EBITDA/Interest, etc.) or clauses that result in the automatic early redemption of the bonds in relation to events other than the insolvency of the TIM Group; furthermore, the repayment of the bonds and the payment of interest are not covered by specific guarantees nor are there commitments provided relating to the assumption of future guarantees, except for the full and unconditional guarantees provided by TIM S.p.A. for the bonds issued by Telecom Italia Finance S.A. and Telecom Italia Capital S.A..
Since the bonds were placed principally with institutional investors in major world capital markets (Euromarket and the U.S.A.), the terms which regulate the bonds are in line with market practice for similar transactions effected on these same markets. Consequently, they carry negative pledges, such as, for example, the commitment not to pledge the company's assets as collateral for loans.
Regarding loans taken out by TIM S.p.A. from the European Investment Bank (EIB), on May 19, 2021, TIM entered into a new loan for an amount of 230 million euros, in support of projects to digitize the country. In addition, it has extended the loan signed in 2019 for an amount of 120 million euros. Therefore, at March 31, 2022 the nominal total of outstanding loans with the EIB was 1,200 million euros, all drawn down and not backed by bank guarantee.
The three EIB loans signed on December 14, 2015, November 25, 2019 and May 19, 2021 contain the following covenants:
TIM undertook to ensure that, for the entire duration of the loan, the total financial debt of the Group companies other than TIM S.p.A. – except for the cases when that debt is fully and irrevocably secured by TIM S.p.A. – is lower than 35% (thirty-five percent) of the Group's total financial debt;
"Inclusion clause", under which, in the event TIM commits to uphold financial covenants in other loan contracts (and even more restrictive clauses, including, for instance, cross default clauses and commitments restricting the sale of goods) that are not present in or are stricter than those granted to the EIB, the EIB will have the right – if, in its reasonable opinion, it considers that such changes may have a negative impact on TIM's financial capacity – to request the provision of guarantees or an amendment of the loan contract in order to establish an equivalent provision in favor of the EIB;
The loan agreements of TIM S.p.A. do not contain financial covenants (e.g. ratios such as Debt/EBITDA, EBITDA/Interest, etc.) which would oblige the Company to repay the outstanding loan if the covenants are not observed.
The loan agreements contain the usual other types of covenants, including the commitment not to pledge the Company's assets as collateral for loans (negative pledge) and the commitment not to change the business purpose or sell the assets of the Company unless specific conditions exist (e.g. the sale takes place at fair market value). Covenants with basically the same content can be found in the export credit loan agreement.
In the Loan Agreements and the Bonds, TIM is required to provide notification of change of control. Identification of the occurrence of a change of control and the applicable consequences – including, at the discretion of the investors, the establishment of guarantees or the early repayment of the amount paid in cash or as shares and the cancellation of the commitment in the absence of agreements to the contrary – are specifically covered in the individual agreements.
In addition, the outstanding loans generally contain a commitment by TIM, whose breach is an Event of Default, not to implement mergers, demergers or transfers of business, involving entities outside the Group. Such an Event of Default may entail, upon request of the Lender, the early redemption of the drawn amounts and/or the annulment of the undrawn commitment.
The documentation of the loans granted to certain companies of the TIM Group generally contain obligations to comply with certain financial ratios (e.g. capitalization ratios, debt servicing ratios and debt ratios), as well as the usual other covenants, under penalty of a request for the early repayment of the loan.
Finally, as at March 31, 2022, no covenant, negative pledge or other clause relating to the aforementioned debt position had in any way been breached or violated.
The most significant arbitration cases and legal and fiscal disputes TIM Group companies are involved in as of March 31, 2022, including those closed during the period, are described below.
The TIM Group has posted liabilities totaling 311 million euros for those disputes, described below, where the risk of losing the case has been considered probable.
It should be noted that for some disputes described below, on the basis of the information available at the closing date of the Financial Information at March 31, 2022, and with particular reference to the complexity of the proceedings, to their progress, and to elements of uncertainty of a technical-trial nature, it was not possible to make a reliable estimate of the size and/or times of possible payments, if any. Moreover, in those cases in which disclosure of information on a dispute could seriously jeopardize the position of TIM or its subsidiaries, only the general nature of the dispute is described.
Lastly, as regards the proceedings with the Competition Authority, please note that based on Article 15, subsection 1 of Italian Law 287/1990 ("Antitrust regulations"), the Authority has the right to impose an administrative fine calculated on the turnover of the Group in cases of breaches considered serious.
No significant events occurred for the following disputes and legal actions compared to what was published in the 2021 Annual Financial Report:
As of March 31, 2022, the companies forming the Brazil Business Unit were involved in tax or regulatory disputes, the outcome of which is estimated as a possible loss totaling around 16.8 billion reais (16.3 billion reais at December 31, 2021). The main types of litigation are listed below, classified according to the tax to which they refer.
In relation to the federal level of taxation, the following disputes should be noted:
imposition of income tax on certain types of exchange rate differences;
imposition of withholding taxes on certain types of payments to foreign entities (for example, payments for international roaming);
Overall, the risk for these cases, considered to be possible, amounts to 3.1 billion reais (3.1 billion reais at December 31, 2021).
Within the scope of the state levy, there are numerous challenges regarding ICMS, and in particular:
Overall, the risk for these cases, considered to be possible, amounts to 9.0 billion reais (8.8 billion reais at December 31, 2021).
Among disputes classified with a "possible" degree of risk, there are some relating to municipal taxes for a total amounting to around 1.4 billion reais (around 1.2 billion reais at December 31, 2021).
The main challenges about contributions to the regulatory body (Anatel), and in particular in terms of FUST and FUNTTEL, concern whether or not interconnection revenues should be subject to these contributions.
Overall, the risk for these cases, considered to be possible, amounts to 3.3 billion reais (3.2 billion reais at December 31, 2021).
In June 2017 AGCM (the Italian Competition Authority) started proceedings A514 against TIM, to ascertain a possible abuse of its dominant market position in breach of article 102 of the "Treaty on the Functioning of the European Union". The proceedings were started based on some complaints filed in May and June 2017, by Infratel, Enel, Open Fiber, Vodafone and Wind Tre, and concerns a presumed abuse of TIM's dominant position in the market for wholesale access services and for retail services using the BroadBand and UltraBroadBand fixed network. In particular, AGCM (the Italian Competition Authority) hypothesized that TIM had adopted conduct aimed at: i) slowing and hindering the course of the Infratel tender processes so as to delay, or render less remunerative the entry of another operator in the wholesale market; ii) preemptively securing customers on the retail market for UltraBroadBand services by means of commercial policies designed to restrict the space of customer contendibility remaining for the competitor operators.
After the start of the proceedings, the Authority's officials carried out an inspection at some of TIM's offices in the month of July 2017. On November 2, 2017, TIM filed a defense brief in which, in support of the correctness of its actions, it challenged all the arguments that the conduct it had allegedly engaged in, and which was the subject of the case, was unlawful.
On February 14, 2018, AGCM (the Italian Competition Authority) resolved to extend the scope of the case to investigate further behavior concerning TIM's wholesale pricing strategy on the market for wholesale access to BroadBand and UltraBroadBand, and the use of the confidential information of customers of the alternative operators.
On July 5, 2018 TIM filed proposed undertakings which, if accepted by the Authority, would close the investigation without any offense being established or sanction being administered. The undertakings were considered as admissible by the Authority, that market tested them in August and September.
On October 30, 2018, TIM replied to observations made by third parties and modified its proposed undertakings. With its decision notified on December 4, 2018, AGCM (the Italian Competition Authority) once
and for all rejected the proposed series of undertakings as it considered them unsuitable in light of the objections raised.
On March 4, 2019, TIM requested AGCM (the Italian Competition Authority) for an extension of the deadline for closing the proceedings (initially set for May 31, 2019).
On April 10, 2019, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion of the proceedings until September 30, 2019. On May 17, 2019, AGCM (the Italian Competition Authority) notified TIM of the results of the investigation (CRI). In the CRI, AGCM (the Italian Competition Authority) essentially confirmed the case for the prosecution outlined in the start-up and extension of the proceedings orders.
On June 12, 2019 AGCM (the Italian Competition Authority) extended the deadline for deposit of TIM's final defense to September 20, 2019 and set the final hearing for September 25, 2019.
On September 18, 2019, AGCM (the Italian Competition Authority) resolved to extend the deadline for conclusion of the proceedings until February 28, 2020.
On March 6, 2020, TIM was notified of the decision to close the investigation: AGCM (the Italian Competition Authority) ruled that TIM had abused its dominant position, finding that TIM had put in place an anticompetitive strategy designed to hinder the competitive development of investment in UltraBroadBand network infrastructure.
The fine imposed on TIM for the anti-competitive offense is 116,099,937.60 euros. TIM appealed the aforementioned fine before the Lazio Regional Administrative Court (TAR). By judgment given on February 28, 2022, the Lazio Regional Administrative Court rejected TIM's petition; TIM now intends to lodge an appeal with the Council of State by the legal deadline.
On June 25, 2020 TIM sent AGCM (the Italian Competition Authority) the so-called compliance report as ordered in the final provision. The hearing before the Lazio Regional Administrative Court was held on November 3, 2021. By judgment 1963/2022, TIM's appeal was rejected; the appeal is currently being prepared.
In May 2021, the Company paid the fine.
In March 2020, Open Fiber (OF) sued TIM before the Court of Milan, claiming damages of 1.5 billion euros for alleged abuse of an exclusive and dominant position in relation to OF. The alleged actions consist of: (i) preemptive investments in FTTC networks in white areas; (ii) initiating specious legal action to obstruct Infratel tenders; (iii) spurious repricing of certain wholesale services; (iv) commercial lock-in offers on the retail market; (v) false disclosure to AGCom in connection with the approval of a wholesale offer and spreading rumors about TIM being interested in acquiring OF; (vi) discriminatory access conditions to TIM passive infrastructure. TIM filed an appearance, contesting the arguments of OF. Enel S.p.A. intervened in the proceedings, asking that TIM be ordered to compensate all damages suffered and being suffered by Enel and OF, without, however, quantifying such. During the course of proceedings, Open Fiber redetermined the damage allegedly suffered, taking it to 2.6 billion euros plus interest and monetary revaluation. Open Fiber has also clarified that it believes such damages are still to be suffered. Enel has quantified the damages allegedly suffered as 228 million euros, plus interest.
In January 2022, Irideos summonsed TIM to the Court of Rome, making a claim for damages allegedly suffered as a consequence of the unlawful conduct of TIM, as sanctioned by AGCM (the Italian Competition Authority), with the provision that concluded proc. A514 ("follow-on claim"). The compensation claim comes to 23,204,079.87 euros for damages caused by the anti-competitive behavior of TIM from 2017 to 2019 (with effects also in subsequent years) on the market for services of wholesale access to the BroadBand and UltraBroadBand fixed network (the "wholesale market") and on the market for retail telecommunications services on the BroadBand and UltraBroadBand fixed network (the "retail market"). TIM will file an appearance, contesting the opposing party's arguments.
AGCom resolution 121/17/CONS introduced instructions on billing intervals for telephony, prescribing, for fixed telephony, that the interval should be monthly, or multiples thereof, and, for mobile telephony, that it should be at least four-weekly. TIM appealed Resolution 121/17/CONS to the Regional Administrative Court. The judgment rejecting the appeal was published in February 2018. TIM appealed this judgment to the Council of State in June 2018. On September 23, 2020, the non-definitive ruling was published whereby the Council of State joined the appeals submitted by TIM, Vodafone, Fastweb and Wind Tre and ordered the prejudicial deferral to the European Union Court of Justice (EUCJ) on whether or not the Authority had the power to regulate the frequency of renewal of the commercial offers and invoicing periods, at the same time rejecting the other grounds of appeal submitted by the operators and suspending proceedings. In February 2021, TIM deposited the written observations on the requests for prejudicial judgment with the EUCJ. At the request of the CJEU, the Council of State, in an order published on November 23, 2021, confirmed the referral to the Court of Justice on the preliminary questions raised; the proceedings before the Council of State therefore remain suspended pending the CJEU's decision.
With its Resolution 499/17/CONS, having confirmed the breach of Resolution 121/17/CONS, AGCom fined TIM 1,160,000 euros, ordering it to make provision – when the billing cycle was restored to monthly intervals or multiples thereof – to return the amounts corresponding to the fee for the number of days that, from June 23, 2017, had not been used by the users in terms of the supply of service due to the misalignment of the fourweekly and monthly billing cycles.
In March 2018 with resolution no. 112/18/CONS AGCom (i) revoked the preceding resolution 499/17/CONS in the part in which TIM was ordered to repay the amounts presumably lost from June 23, 2017 onwards, with the four-weekly billing cycle, (ii) cautioned TIM, with regard to fixed-line voice services only, against postponing the
starting date of invoices issued after the return to monthly invoicing by the same number of days as those presumably deducted starting from June 23, 2017 with the four-weekly invoicing cycle.
Under Presidential Decree 9/18/PRES, AGCom amended the provisions of Decision 112/18/CONS requiring the deferment of billing once the billing cycle was restored to monthly intervals, or multiples thereof, while also ordering that the timescales for complying with the order would be identified after hearings with the operators and the main consumer protection associations.
In July 2018, AGCom issued resolution 269/18/CONS, with which it set December 31, 2018 as the date by which the operators had to return to their fixed network customers a number of days of service equal to those eroded as an effect of 28-day billing, or propose to the affected customers any alternative compensatory measures, after having notified them to AGCom. TIM has appealed all of the above resolutions.
With the judgment published in November 2018, the TAR canceled the pecuniary administrative sanction of 1.16 million euros imposed with Resolution 499/17/CONS, and confirmed the obligation of restitutio in integrum to the fixed-line customers by December 31, 2018. TIM filed its preventive appeal before the Council of State to suspend the execution of said decision and, with its ruling of December 20, 2018, the Council of State, in upholding TIM's appeal, suspended the effectiveness of the aforesaid decision for the reversal order only, until May 21, 2019 while awaiting publication of the grounds for the judgment.
The date of the hearing to discuss the introductory appeal and additional grounds submitted in the meantime by TIM is still to be set. On July 12, 2019 the ruling mechanisms with which the Council of State rejected the similar appeals made by Vodafone, Wind Tre and Fastweb were published and in February 2020 the judgments containing the grounds were published.
In September 2019, TIM also challenged resolution 221/19/CONS, before the Regional Administrative Court (TAR), with which the sanction pursuant to Resolution 499/17/CONS, canceled by the Regional Administrative Court of Lazio, was recalculated to the amount of 580,000.00 euros, with the maximum fine provided for by Art. 98, subsection 16 of the CCE in force at the time of the events applied.
In August 2019, AGCom initiated new proceedings (CONT 12/19/DTC) for failure to comply with the order to refund the days eroded by billing every 28 days for fixed network and convergent customers, according to the procedures established with resolutions nos. 112/18/CONS and 269/18/CONS. On conclusion of these proceedings, by means of Resolution 75/20/CONS, the Authority found that TIM did not comply with the above resolutions, imposing a fine of 3 million euros. The measure was challenged by TIM before the TAR in July 2020.
Moreover, since June 2019, TIM has offered its fixed network customers, active prior to March 31, 2018 and subject to billing every 28 days, the possibility of accepting a compensatory solution, an alternative to refunding the eroded days pursuant to AGCom resolution no. 269/18/CONS and from September 2019 it has been accepting requests for reimbursement of eroded days. In both cases, TIM informed customers with several messages in the bill, on the web in the main newspapers. The initiatives just described were communicated to AGCom as part of the aforementioned penalty proceedings.
In the civil proceedings, by judgment published on October 14, 2021 the Court of Milan, under the scope of the case on the merits brought by Associazione Movimento dei Consumatori in 2018 regarding the pricing and 28 day renewal for fixed line and converging offers, confirmed the order given on June 4, 2018 by the same Court upon closure of the complaint brought by TIM pursuant to Art. 669 terdecies of the Italian Code of Civil Procedure and the measures set out therein, ordering TIM to fulfill the requests for repayment of prices paid as a result of customer maneuvers - including discontinued, as indeed TIM had already been doing since 2018, at the same time also extending the period relevant to the recognition of the reimbursement through to April 1, 2017 and therefore earlier than June 23, 2017, the date on which the operators will need to comply with Resolution no. 121/17/CONS. TIM has appealed the judgment of the Court of Milan, at the same time filing a request for suspension of its enforcement. With order of January 11, 2022, the Court of Appeal of Milan partially accepted TIM's request, suspending the charge in the judgment relating to the order to send a registered letter to all discontinued consumer customers that were subject to billing every 28 days to inform them of the possibility to obtain a refund of the additional amounts paid as a result of the maneuver. The public hearing for the closing arguments has been scheduled for July 05, 2022.
On July 6, 2021, AGCM (the Italian Competition Authority) started an investigation in regard to TIM and DAZN for a possible understanding reached with a view to restricting competition in connection with the agreement for the distribution and technological support for TV rights for Serie A football in the 2021-2024 period.
The investigation also aims to verify the restrictive nature of the understanding with reference to additional elements regarding the possible adoption by TIM of technical solutions not available for competitor telecommunications operators and which may effectively hinder the adoption of their own technological solutions.
At the same time, the Authority has also initiated proceedings for the potential adoption of protective measures.
By resolution passed on July 27, 2021, AGCM (the Italian Competition Authority) closed the interim proceedings, considering that the initiatives and amendments to the agreement proposed by TIM and DAZN in the meantime are presently able to prevent any serious and irreparable damage to competitors while investigations are completed.
Indeed, said measures aim, as a whole, to avoid possible discrimination in the use of the DAZN service, due to its activation by users using Internet connection services other than those offered by TIM. In addition, the agreement between TIM and DAZN has been amended to guarantee DAZN complete freedom in applying discounts and promotions. TIM has also undertaken to provide DAZN with a sufficient number of white label set-top-boxes to also guarantee DAZN customers the viewing of matches over digital terrestrial TV, in the event of connection problems.
Finally, TIM has undertaken to supply wholesale services to OAOs interested therein to manage traffic peaks deriving from live data transmissions, regardless of the type of content transmitted.
On October 29, 2021 TIM submitted a proposal for undertakings to AGCM (the Italian Competition Authority) with a view to resolving the competitive concerns that were the subject of the investigation and closing the proceedings without the finding of any infringement and therefore without any sanction being applied.
On December 14, 2021, AGCM (the Italian Competition Authority) approved the publication of the aforementioned proposal for undertakings on the Authority's website, as these undertakings, taken as a whole, do not appear to be manifestly unfounded and are capable of removing the restrictions to competition hypothesized in the measure initiating the investigation in question.
On January 5, 2022, with the aforementioned publication on the AGCM (the Italian Competition Authority) website, the so-called market test began, which was concluded last February 4, the date by which all interested parties had sent the Authority their comments on the undertakings in question.
The proceedings are expected to end by June 30, 2022.
On June 15, 2021, AGCM (the Italian Competition Authority) initiated proceedings against TIM for unfair commercial practice concerning the lack of transparency of the information provided by the TIM Passepartout payment management platform and alleged activations of services not requested. Although firmly convinced of the lawful nature of its conduct, on July 29, 2021, TIM chose to submit undertakings with corrective measures. The undertakings submitted consist of improving information aspects noted as falling short of expectations of the TIM Passepartout platform (only operative for customer base offers) and in implementing a communication campaign aimed at making contact with customers not acknowledging charges for services not requested, to see if conditions are met for refund. The acceptance of the undertakings by the Authority means that TIM will see proceedings closed without any findings of infringement and, therefore, without any application of sanctions. The proceedings should be concluded by end June 2022.
On December 22, 2021, AGCM (the Italian Competition Authority) started proceedings against TIM for unfair commercial practices concerning the alleged failure to provide information on the consumption of the voice component of the Premium and Executive fixed offers and technical limits correlated with the method being tried out of the Magnifica fixed offer. Although convinced that its conduct was correct, on February 23, 2022, TIM submitted undertakings that overcame the technical limits disputed for the Magnifica offer on trial, improved transparency of information on the consumption components of the Premium and Executive offers and defined a communication campaign focused on customers not acknowledging charges for consumption in the voice component, so as to assess whether or not conditions are met for refund. Acceptance of the undertakings will mean that the proceedings are closed without any findings of infringement and, therefore, without any application of sanctions. The proceedings should end by May 2022.
With regard to the judgments sought in previous years concerning the Ministry of Communications' request for payment of the balance of the amounts paid in concession charges for the years 1994-1998 (for a total of 113 million euros), the Lazio Regional Administrative Court (TAR) rejected the Company's appeal against the request for adjustment of the license fee for 1994 in the amount of approximately 11 million euros, 9 million euros of which against turnover not received due to bad debts. TIM lodged an appeal. On the outcome of proceedings, with the ruling of December 2019, the Council of State partially accepted TIM's position, establishing the principle, according to which, the receivables referring to 1994 not collected for reasons not attributable to the operator, could have been deducted from the tax base for calculating the concession fee. As the Ministry of Economic Development has not followed up on TIM's requests aimed at obtaining fulfillment of the judgment, TIM has submitted a further petition to the Council of State for failure to execute the judgment, as discussed in the hearing held last March 24.
With two further judgments the Lazio Regional Administrative Court (TAR), reiterating the reasons expressed previously, also rejected the appeals in which the Company challenged the requests for payment of outstanding balances of license fees for the years 1995 and 1996-1997-1998, in the amount of approximately 46 million euros. TIM has appealed before the Council of State also against these judgments. By judgment published in April 2022, the Council of State stressed the principles already set for 1994, namely that receivables that have become uncollectable for reasons not the fault of the operator, correctly handled in the accounts, on the financial statements and in terms of tax, can be deducted from the tax base for calculating the concession fee.
With reference to the 1998 fee adjustment (equal to about 41 million euros), the Lazio TAR, by TAR order of December 2018, suspended the judgment, raising preliminary questions with the EU Court of Justice on the correct scope of EC Directive no. 97/13 (in the matter of general authorizations and individual licenses in the field of telecommunications services on the basis of the currently pending litigation on the 1998 license fee, currently pending before the Rome Court of Appeal and illustrated in a subsequent paragraph).
The referred questions were based, inter alia, on the question posed to the Court of Justice on the possible conflict between the aforementioned EC Directive 97/13 and national law, which extended the obligation for telecommunications license-holders to pay the license fee for 1998 (commensurate with a portion of turnover), despite the liberalization process underway. In its judgment of March 2020, the EU Court of Justice held that the EU regulatory system must be interpreted as not allowing national legislation to extend to 1998 the obligation imposed on a telecommunications undertaking that was previously the concession holder (such as TIM) to pay a fee calculated on the basis of turnover and not only the administrative costs connected with the
granting, management, control and implementation of the general authorizations and individual licenses scheme. The Court held, inter alia, that the Council of State – having held in its judgment 7506/2009 that the fee imposed for 1998 on TIM, the holder of an authorization existing on the date of entry into force of Directive 97/13, was due – interpreted national law in a way that was incompatible with EU law, as interpreted by the Court in its judgment of February 21, 2008. Following the judgment of the EU Court of Justice, the opinion on the final calculation of the 1998 charges was summarized before the Lazio Regional Administrative Court, which, in a judgment given last February, declared TIM's appeal as unacceptable for procedural reasons, namely due to the prevalence of the formal ruling consisting of judgment no. 7506/09; in substantive terms, on the other hand, the judgment of the EU Court of Justice once again ascertained the European Community unlawful nature of the credit claim by the PA to obtain payment of the 1998 charges and, consequently, the final balance. The company has challenged the judgment of the Lazio Regional Administrative Court.
By summons served during the first quarter of 2020, Iliad Italia S.p.A. sued TIM before the Court of Milan for alleged anti-competitive conduct, including through the Kena Mobile brand, which was allegedly aimed at hindering its entry to and consolidation in the mobile phone market in Italy, seeking damages of at least 71.4 million euros.
TIM filed an appearance, fully disputing the requests of Iliad Italia S.p.A.; and, in turn, submitting a counterclaim in accordance with Art. 2598 of the Italian Civil Code, with reference to the denigration implemented by Iliad Italia S.p.A. in regard to TIM and formulating a symmetrical claim for compensation for damages. In the first preliminary brief, Iliad updated its claim for damages, taking it to 242.8 million euros. Upon lifting the reservation on the preliminary motions, the Court adjourned the hearing to July 13, 2022 for the closing arguments.
By writ of summons notified in September 2021, Iliad Italia S.p.A. summonsed TIM before the Court of Milan for the alleged application to customers of unlawful contractual conditions in terms of time limits and economic costs for withdrawal with reference to mobile and fixed telephone offers, with a consequent petition to order TIM to compensate damages, currently quantified as 120.4 million euros. On February 1, 2022, the first hearing was held and the terms assigned for the briefs pursuant to article 183, subsection VI of the Italian Code of Civil Procedure. The hearing for discussion of the evidence is scheduled for June 14, 2022.
In March 2012 TIM was served notice of the conclusion of the preliminary inquiries, which showed that the Company was being investigated by the Public Prosecutor of Milan pursuant to the Legislative Decree n. 231/2001, for the offenses of handling stolen goods and counterfeiting committed, according to the alleged allegations, by fourteen employees of the so-called "ethnic channel", with the participation of a number of dealers, for the purpose of obtaining undeserved commissions from TIM.
The Company, as the injured party damaged by such conduct, had brought two legal actions in 2008 and 2009 and had proceeded to suspend the employees involved in the criminal proceedings (suspension later followed by dismissal). It has also filed an initial statement of defense, together with a technical report by its own expert, requesting that the proceedings against it be suspended, and that charges of aggravated fraud against the Company be brought against the other defendants. In December 2012, the Public Prosecutor's Office filed a request for 89 defendants and the Company itself to be committed for trial.
During the preliminary hearing, the Company was admitted as civil party to the trial and, in November 2013, the conclusions in the interest of the civil party were filed, reaffirming TIM's total lack of involvement in the offenses claimed.
At the end of the preliminary hearing, which took place in March 2014, the Judge for the Preliminary Hearing committed for trial all the defendants (including TIM) who had not asked for their situation to be settled with alternative procedures, on the grounds that "examination in a trial" was needed. In April 2016, at the end of the first part of the trial, the Public Prosecutor asked for TIM to be sentenced to pay an administrative fine of 900 thousand euros, but decided not to ask for confiscation of any of the presumed profits of the offenses (quantified in the committal proceedings as totaling several million euros), based on the assumption that TIM had in any event remedied the presumed organizational inadequacies. While acknowledging the considerable redimensioning of the accusations, the Company has reiterated its total non-involvement in the facts at issue. In November 2016 the Court gave a verdict acquitting the Company on the grounds that there was no case to answer. All the individuals charged were also acquitted on various grounds.
The Public Prosecutor appealed the acquittal and appealed to the Court of Cassation "per saltum". In January 2019, the Italian Supreme Court of Cassation agreed to the appeal and therefore ordered that the documents of the proceedings be sent to the Milan Court of Appeal.
The proceedings were assigned to Chambers IV of the Milan Court of Appeal and will start in May 2022.
TIM has issued civil proceedings against the Presidency of the Council of Ministers for compensation of the damage caused by the Italian State through appeal judgment no.7506/09 by the Council of State that, in the view of the Company, violates the principles of current European community law.
The main claim which the proceedings are founded on is based on community jurisprudence that recognizes the right to assert the responsibility of the State in relation to violation of rights recognized in community law
and injured by a judgment that has become definitive, in respect of which no other remedy may be applied. The judgment of the Council of State definitively denied TIM the right to obtain restitution of the concession charge for 1998 (totaling 386 million euros for Telecom Italia and 143 million euros for the former TIM Company, plus interest), already denied by the Lazio Regional Administrative Court despite the favorable and binding opinion of the European Court of Justice in February 2008. This judgment concerned the conflict between EC Directive 97/13 on general authorizations and individual licenses in the telecommunications services industry, and the national regulations that had deferred, for 1998, the obligation to pay the fee payable by telecommunications concession holders, despite the intervening deregulation process. The Company then proposed an alternative compensation claim, within the sphere of the same proceedings, for tort pursuant to art. 2043 of the Italian Civil Code. The compensation claimed has been quantified as approximately 529 million euros, plus legal interest and revaluation. The Avvocatura di Stato filed an appearance and submitted a counterclaim for the same sum. The case is subject to eligibility analysis by the Court, which declared the inadmissibility of TIM's main claim (case for damages for manifest breach of community law pursuant to law 117/88). However, this decision was amended in favor of the Company on appeal. In March 2015 the Rome Court issued its judgment in the first instance, declaring the Company's application inadmissible.
In 2015, TIM has appealed the decision, and the case is now pending the hearing specifying the nature of the forms of order sought. The Court of Appeal has scheduled the hearing for closing arguments for April 2, 2019. Thereafter, without any new procedural activities having taken place, the Court of Appeal incontrovertibly deferred the hearing for closing arguments first to 2020 and then to 2021 (from when the terms for conclusion and replies shall run, which will be followed shortly thereafter by the issue of the judgment). These deferrals were followed by the latest, of January 15, 2021, scheduling the new hearing for January 25, 2022.
On the matters underlying the case, the following must be noted:
In short, the company paid the charges disputed in 1998; it promptly challenged the administrative provision that had unfairly required said payment, before the administrative court; the administrative proceedings before the Council of State concluded negatively in 2009 (despite the recalled opposite judgment of the European Court of Justice); the civil proceedings of first instance concluded in March 2015 with a judgment of rejection for grounds of admissibility (then solved in the sense indicated by the company with the referenced judgment of Cassation in United Chambers no. 14842/18) and more than 6 years after the first instance judgment - going from deferral to deferral - the appeal judgment (that could only uphold the mentioned judgments of the Court of Justice and the Court of Cassation) has not yet been issued (nor, on the basis of these repeated deferrals, can the company forecast when it will be given).
The company is examining the various scenarios and legal claims (national, European Community, etc.) that may contribute towards defining the appeal dispute. It is considered, in fact, that the principles of the reasonable duration of the trial, in accordance with subsection 2 of article 111 of the Constitution and in accordance with article 6 of the European Convention on Human Rights, are violated by these events, considering: (i) the year in which payment was made of the undue charges is 1998; (ii) the value of these charges is approximately 529 million euros plus interest from that date; (iii) the extremely long procedural process has not even led to an appeal judgment (started in 2015 and with an unpredictable conclusion, given the continuous deferrals); (iv) the circumstance that the legal matter appears to be readily able to be settled, as not one but two judgments have already been given by the EU Court of Justice declaring payment of the charges to be incompatible with European Community legislation (judgments that have currently been ignored by the national court).
As part of the aforementioned analyzes aimed at reaching a definition of the appeal sentence, it should be pointed out that on January 25, 2021 the Company filed a request with the Rome Court of Appeal to bring forward the hearing (postponed, as mentioned, to January 25, 2022) in order to avoid yet another postponement of the case, which, as we know, concerns the non-compliance with two inter partes decisions, on the same matter, by the Court of Justice of the European Union for a clear violation of European law by the State-Judge. With a ruling on February 8, 2021, the Rome Court of Appeal (second section specializing in corporate matters) deemed it could grant the request for an advance ruling, setting the hearing for November 30, 2021. On that date the case was taken to decision with the assignment of the legal terms for closing statements and replies. By order of 2/22/2022, having acknowledged that one of its members had chosen to abstain, the Board re-submitted the case, arranging for the deeds to be sent onto the President of the Court of Appeal.
In addition to the conventional financial performance measures established by IFRS, the TIM Group uses certain alternative performance measures in its internal presentations (business plan) and in external presentations (to analysts and investors) for the purposes of enabling a better understanding of the performance of its operations and its financial position. These indicators in fact represent a useful unit of measurement for assessing the operating performance of the Group (as a whole and at Business Unit level).
Such measures, which are presented in the periodical financial reports (annual and interim), should, however, not be considered as a substitute for those required by IFRS. As these measurements are not defined by the IFRSs, their calculation may differ from the alternative indicators published by other companies. This is why comparability between companies may be limited.
The alternative performance measures normally used are described below:
■ EBITDA: this indicator is used by TIM as the financial target, in addition to the EBIT. These measures are calculated as follows:
EBITDA – Operating profit before depreciation and amortization, capital gains (losses) and impairment reversals (losses) on non-current assets
To provide a better representation of the true performance of Net Financial Debt, in addition to the usual indicator (renamed "Net financial debt carrying amount"), the TIM Group reports a measure called "Adjusted net financial debt", which neutralizes the effects caused by the volatility of financial markets. Given that some components of the fair value measurement of derivatives (contracts for setting the exchange and interest rate for contractual flows) and of derivatives embedded in other financial instruments do not result in actual monetary settlement, the Adjusted net financial debt excludes these purely accounting and non-monetary effects (including the effects of IFRS 13 – Fair Value Measurement) from the measurement of derivatives and related financial assets/liabilities.
| Financial assets Net financial debt carrying amount Reversal of fair value measurement of derivatives and related financial liabilities/assets |
|---|
| Financial assets relating to Discontinued operations/Non-current assets held for sale |
| Current financial assets |
| Non-current financial assets |
| Gross financial debt |
| Financial liabilities directly associated with Discontinued operations/Non-current assets held for sale |
| Current financial liabilities |
| Non-current financial liabilities |
Net financial debt is calculated as follows:
■ Equity Free Cash Flow (EFCF): this financial measure represents the free cash flow available for the remuneration of own capital, to repay debt and to cover any financial investments and payments of licenses and frequencies. In particular, the indicator highlights the change in adjusted net financial debt without considering the impacts of payment of dividends, changes in equity, acquisitions/disposals of equity investments, outlay for the purchase of licenses and frequencies, increases/decreases of finance lease liabilities payable (new lease operations, renewals and/or extensions, cancellations/early extinguishing of leases).
The Equity Free Cash Flow measure is calculated as follows:
| Reduction/(Increase) in adjusted net financial debt from continuing operations | |
|---|---|
| +/- | Impact for finance leases (new lease operations and/or renewals and/or extensions (-)/any terminations/early |
| - | i i hi f l ( )) Payment of TLC licenses and for the use of frequencies |
| +/- | Financial impact of acquisitions and/or disposals of investments |
| - | Dividend payment and Change in Equity |
| Equity Free Cash Flow |
Following the adoption of IFRS 16, the TIM Group presents the following additional alternative performance measures:
Equity Free Cash Flow After Lease, calculated by excluding from the Equity Free Cash Flow the amounts related to lease payments. In particular, this measure is calculated as follows:
Equity Free Cash Flow
Principal share of lease payments
This measure is a useful indicator of the ability to generate Free Cash Flow.
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